SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). MINIMUM VOLUME AGREEMENT
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EX-10.8 5 h36451a5exv10w8.htm MINIMUM VOLUME AGREEMENT exv10w8
EXHIBIT 10.8
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL
HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL
HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
MINIMUM VOLUME AGREEMENT
This Minimum Volume Agreement is entered into as of this 1st day of October 2003, by and between ONEOK Texas Field Services L.P. (Buyer) and Peak Operating of Texas, LLC (Seller).
WHEREAS, Buyer and Seller have executed a Gas Purchase Agreement (Agreement) dated October 1, 2003 (Effective Date); and
WHEREAS, Seller recognizes that Buyer is relying on a minimum volume of purchases pursuant to said Agreement in order to compensate it for its investment in facilities necessary to take delivery of Sellers gas under the Agreement.
NOW, THEREFORE, in consideration of the promises and covenants hereinafter contained, the parties agree as follows:
1. Seller agrees to deliver to Buyer pursuant to said Agreement at the Receipt Point(s) specified therein the amount of 6.3 billion cubic feet of natural gas (6,300,000 Mcf) (Minimum Volume) within the five-year period (Specified Period) commencing on the Effective Date and ending September 30, 2008.
2. In the event Seller delivers less than the Minimum Volume in the Specified Period. Seller shall pay Buyer, immediately upon receipt of Buyers invoice therefore, an amount based on the following formula:
Reimbursement = (Minimum Volume Actual Volume) x ($(**)/Mcf).
3. Notwithstanding the foregoing, the parties further agree that (i) the Specified Period will be extended one day for each day Buyer is unable to purchase Sellers gas by reason of force majeure under the Agreement, and (ii) that the Minimum Volume will be credited with all volumes that Seller tenders to Buyer but Buyer is unable to purchase due to lack of capacity, or as a result or release from the Agreement pursuant to Paragraph 3.4, and (iii) the Minimum Volume will be credited with all volumes of gas owned or controlled by third parties who have elected to take in kind under applicable operating agreements with Seller, provided such volumes continue to move through Buyers facilities.
IN WITNESS WHEREOF, the parties have executed this Agreement this 6 day of November, 2003
ONEOK TEXAS FIELD SERVICES, L.P. | PEAK OPERATING OF TEXAS, LLC | |||||||||
By: | /s/ Terry Spencer | By: | /s/ Jack E. Vaughn | |||||||
Terry Spencer | Jack E. Vaughn | |||||||||
Title: | Vice President | Title: | President |
AMENDATORY AGREEMENT TO THE GAS PURCHASE
AGREEMENT DATED OCTOBER 1, 2003
(#431377)
AGREEMENT DATED OCTOBER 1, 2003
(#431377)
This Amendatory Agreement is entered into by and between ONEOK Texas Field Services, L.P. hereinafter referred to as Buyer and Peak Operating of Texas, LLC, hereinafter referred to as Seller.
WHEREAS Buyer and Seller entered into that certain Gas Purchase Agreement, dated October 1, 2003 (the Agreement); and
WHEREAS it is the desire of the parties to amend the certain provisions of the Agreement.
NOW THEREFORE as hereinafter provided and in consideration of the mutual covenants and promises herein contained, effective December 1, 2004, the Agreement is hereby amended as follows.
I.
Exhibit A is hereby deleted and replaced with the attached Exhibit A.
II.
Exhibit B is hereby deleted and replaced with the attached Exhibit B.
Except as herein amended, all other terms and provisions of the above referenced Agreement shall remain in full force and effect for the term hereof.
IN WITNESS WHEREOF, the parties hereto have signed and delivered this Amendatory Agreement on the date and year first written
ONEOK Texas Field Services, L.P., | Peak Operating of Texas, LLC | |||||||||
a limited partnership | Seller | |||||||||
By: ONEOK Field Services Company, general partner Buyer | ||||||||||
By: | /s/ Terry K. Spencer | By: | /s/ Jack Vaughn | |||||||
Name: | Terry K. Spencer | Name: | Jack Vaughn | |||||||
Title: | Vice President | Title: | President | |||||||
Date: | 1/28/05 | Date: | January 12, 2005 |
EXHIBIT A
Percent of Proceeds
Allocated Plants
Percent of Proceeds
Allocated Plants
This Exhibit A is incorporated into that certain Gas Purchase Agreement dated the 1st day October, 2003, by and between ONEOK Texas Field Services, L. P., hereinafter referred to as BUYER, and Peak Operating of Texas, LLC, hereinafter referred to as SELLER.
BASIS OF COMPENSATION for the Lands and Leases and/or Wells described on Exhibit B shall be the sum of the following:
Total monthly MCF received from | Percentage NGL Products | Percentage Residue Gas | ||||||
Lands and Lease and/or Wells described | Payment of the Net NGL | Payment of the Net Residue | ||||||
on Exhibit B | Proceeds | Proceeds | ||||||
For the first 185,000 MCF | (**) | % | (**) | % | ||||
For MCFs in excess of 185,000 | (**) | % | (**) | % |
1. | Compression Fee. (**) | |
2. | Gathering Fee. (**) | |
3. | Dehydration Fee. (**) | |
4. | Treating Fee. (**) |
DEFINITIONS:
SELLERs NGL Products shall be determined by multiplying the total quantity of each NGL Component saved and sold at the Plant(s) by a fraction, the numerator of which shall be the theoretical gallons of such Component contained in SELLERs Gas delivered at the Receipt Point(s) and the denominator of which shall be the total theoretical gallons of each Component contained in all Gas delivered to BUYERs facilities upstream of the Plant(s).
Net NGL Proceeds shall be sum of each Component of SELLERs NGL Products multiplied by the Monthly Average NGL Sales Price of each Component.
Monthly Average NGL Sales Price shall mean the average net price received by BUYER f.o.b. BUYERs Plant for the sale of each NGL Component.
Residue Gas shall mean the total quantity of MMBTUs of gas (both processed and unprocessed) sold at the tailgate of BUYERs Plant(s).
NGL Shrinkage shall be the sum of the BTU equivalent (BTU/gal, fuel as ideal gas) of each such NGL Component as set forth in the GPA Standard 2145, as revised, Table of Physical Constants of Paraffin Hydrocarbons and Other Components of Natural Gas with the exception of hexanes plus, the value of which shall be 117,007 BTU per gallon.
Residue Price shall mean average net price per MMBTU received by BUYER, f.o.b. BUYERs Plant for the sale of Residue Gas.
Net Residue Proceeds shall be determined by multiplying SELLERs Residue Gas by the Residue Price.
SELLERs Residue Gas shall be the total MMBTUs of Residue Gas multiplied by a fraction, the numerator of which shall be the MMBTUs contained in SELLERs Gas at the Receipt Point(s), less the MMBTUs of NGL Shrinkage attributable to SELLERs NGL Products and the denominator of which shall be the total MMBTUs of all gas delivered to BUYER upstream of BUYERs Plant less NGL Shrinkage attributable to the total quantity of NGL Components saved and sold from BUYERs Plant(s).
EXHIBIT B
This Exhibit B is incorporated into that certain Gas Purchase Agreement dated the 1st day of October, 2003, by and between ONEOK Texas Field Services, L. P., hereinafter referred to as BUYER, and Peak Operating of Texas, LLC, hereinafter referred to as SELLER.
1. | SELLER dedicates to this Gas Purchase Agreement, as amended from time to time, the Wells and Leases described below: |
Wells | Lands/Lease Description | County | State | *WI% | ||||||
NW/4 of Section 52, | ||||||||||
Block Ml, H & GN Survey | Hemphill | TX | 100.00 | % | ||||||
All of Section 59 | ||||||||||
Block Ml, H & GN Survey | Hemphill | TX | 100.00 | % | ||||||
All of Section 51 | ||||||||||
Block Ml, H & GN Survey | Wheeler | TX | 100.00 | % | ||||||
E/2, Section 60, Block Ml | ||||||||||
H & GN Survey | Wheeler | TX | 100.00 | % | ||||||
W/2 of Section 47, Block A2 | ||||||||||
H & GN Survey | Hemphill | TX | 100.00 | % | ||||||
SW/4, Section 30, Block A2 | ||||||||||
H & GN Survey | Hemphill | TX | 100.00 | % |
This dedication excludes the following wells producing from the designated zones, which are under terms of another contract:
Vise John 1 Sec 52, M1 , H&GN Survey, Hemphill County, TX | Chert | |
Young Ranch 524 Sec 52, Ml, H&GN Survey, Hemphill County, TX | Strawn Granite Wash | |
Johnson LA 1 Sec 59, Ml , H&GN Survey, Hemphill County, TX | Strawn Granite Wash |
* | Includes owned or controlled interest. |