Partial Assignment of the Gas Purchase Contract, effective 01/01/93

EX-10.32 18 k02906exv10w32.txt PARTIAL ASSIGNMENT OF THE GAS PURCHASE CONTRACT, EFFECTIVE 01/01/93 EXHIBIT 10.32 FAX ###-###-#### April 21, 1993 SHELL OIL COMPANY [SHELL LOGO] PO BOX 576 HOUSTON TX 77001 Alaska Pipeline Company Attention: Mr. Richard F. Barnes President 3000 Spenard Road P.O. BOX 190228 Anchorage, Alaska ###-###-#### Gentlemen: SUBJECT: PARTIAL ASSIGNMENT OF SHELL WESTERN E&P INC.'S INTEREST THE BELUGA RIVER GAS PURCHASE CONTRACT, COOK INLET, ALASKA This letter is written pursuant to the Shell Oil Company (SOC)/Shell Western E&P Inc. (SWEPI) Services Agreement. In accordance with the provisions of the Gas Purchase Contract dated December 20, 1982, as amended (Contract), between SOC (predecessor in interest of SWEPI), and Alaska Pipeline Company (APL), we are enclosing herewith a copy of the Partial Assignment of Gas Purchase Contract between SWEPI and Chevron U.S.A. whereby SWEPI assigns one-half of its remaining interest in the Contract. With this assignment, SWEPI, Arco and Chevron each now own a separate one-third interest in and to the Contract. We asked that APL institute direct payment to Chevron U.S.A. for its one-third interest in Beluga River sales to APL. If you have any questions on the foregoing, please feel free to give me or a member of my staff a call. Regards, /S/ W.T. Coppersmith For: R. Planty Regional Marketing Manager - West Natural Gas Marketing wtc Enclosure cc: (w/o enclosure) Shell Oil Company ------------------ S. L. Merritt W. T. Coppersmith cc: (w/o enclosure) Chevron U.S.A. ------------- Wanda Snodgrass PARTIAL ASSIGNMENT OF GAS PURCHASE CONTRACT This partial assignment is made effective as of the 1st day of January, 1993, by and between Shell Western E&P Inc., a Delaware corporation (hereinafter referred to as "Assignor"), and Chevron U.S.A. Inc. a Pennsylvania corporation (hereinafter referred to as "Assignee"); WITNESSETH: WHEREAS, Assignor's predecessor in interest, Shell Oil Company, entered into a Gas Purchase Contract dated December 20, 1982 to sell natural gas to Alaska Pipeline Company ("APL") from the Beluga River Field, Cook Inlet, Alaska (the "APL Contract"); and WHEREAS, Assignor entered into a Gas Purchase Agreement (the "1984 Agreement"), with Assignee dated April 1, 1984; and WHEREAS, under that 1984 Agreement, Assignor purchased from Assignee a portion of the gas sold by the Assignor under the APL Contract; and WHEREAS, Assignor has heretofore assigned an undivided one-third (1/3) interest in the APL Contract, as amended, to Arco Alaska, Inc., retaining a two-thirds (2/3) interest therein; and WHEREAS, Assignor and Assignee mutually desire to terminate the 1984 Agreement, and enter into a partial assignment of Assignor's retained rights, obligations and interests under the APL Contract as amended, to Assignee; NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns to Assignee an undivided one-half (1/2) interest in and to Assignor's rights, obligations and interests under the APL Contract as amended, a copy of which is attached hereto and made a part hereof, and Assignee hereby assumes an undivided one-half (1/2) interest in and to Assignor's rights, obligations and interests under that APL Contract as amended. Assignor and Assignee further agree that the 1984 Agreement shall be cancelled as of the effective date of this Assignment; provided, however, if this Assignment or any part thereof is void or becomes invalid, the 1984 Agreement as amended will be reinstated according to its terms as of the date of execution of this Assignment. SHELL WESTERN E&P INC. CHEVRON U.S.A. INC. By: /s/ J. A. Rexrode BY: /s/ W. M. Sellers Its:ATTORNEY-IN-FACT Its:ATTORNEY-IN-FACT -1- STATE OF TEXAS ) ) SS. COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me this 18th day of March, 1993, by J.A. Rexrode of SHELL WESTERN E&P INC., a Delaware corporation, on behalf of the corporation. [SEAL] /S/ CAROLYN CLEMENTS ------------------------------ Notary Public in and for Texas My Commission Expires: 1/29/97 STATE OF TEXAS ) ) SS. COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me this 17th day of March, 1993, by W. M. Sellers of CHEVRON U.S.A. INC., a Pennsylvania corporation, on behalf of the corporation. [SEAL] /S/ BETTY NOEL SMITH ------------------------------- Notary Public in and for Texas My Commission Expires: 1-31-97 -2- ALASKA PIPELINE COMPANY [ENSTAR LOGO] A SUBSIDIARY OF SEAGULL ENERGY CORPORATION 3000 Spenard Road P 0 Box 190288 Anchorage, Alaska ###-###-#### ###-###-#### Richard F Barnes President April 27,1993 Ms. Wanda J. Snodgrass Pipeline Accounts Manager Natural Gas Business Unit Chevron U.S.A. Production Company P.O.Box 2100 Houston, Texas 77252 Dear Wanda: Alaska Pipeline Company is in receipt of the partial assignment of Shell Western E&P Inc.'s interest in the Beluga River gas purchase contract to Chevron U.S.A. Inc., effective January 1, 1993. Alaska Pipeline will institute direct payment to Chevron beginning with the March, 1993 volumes. It is our understanding that Shell will settle amounts owed to Chevron for the period January 1,1993 through February 29,1993. Very truly yours, /S/ R.F.Barnes ----------------- CC: Officers Janet Fulkerson [ENSTAR LOGO] ALASKA PIPELINE COMPANY A SUBSIDIARY OF SEAGULL ENERGY CORPORATION 3000 Scenard Road PO Box 190288 Anchorage, Alaska ###-###-#### ###-###-#### Richard F Barnes President April 27,1993 Mr. R. Planty Regional Marketing Manager - West Natural Gas Marketing Shell Oil Company P. O. Box 576 Houston, Texas 77001 Dear Roger: Alaska Pipeline Company is in receipt of the partial assignment of Shell Western E&P Inc.'s interest in the Beluga River gas purchase contract to Chevron U.S.A. Inc., effective January 1, 1993. Alaska Pipeline will institute direct payment to Chevron beginning with the March, 1993 volumes. It is our understanding that Shell will settle amounts owed to Chevron for the period January 1, 1993 through February 28, 1993. Very truly yours, /S/ R.F. Barnes ------------------ CC: Officers Janet Fulkerson