Assignment and Conveyance of Retained Interest in Gas Purchase Contract between Shell Western E&P Inc. and Municipality of Anchorage d/b/a Municipal Light & Power
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Shell Western E&P Inc. (SWEPI) has transferred its one-third interest in the Beluga River Field, including all related gas purchase contract rights and obligations, to the Municipality of Anchorage, operating as Municipal Light & Power (ML&P). This transfer, effective September 1, 1996, makes ML&P responsible for all existing contractual obligations. The assignment covers various property interests, rights, and equipment associated with the field, subject to the terms of prior agreements and certain exclusions. The agreement ensures ML&P assumes full ownership and responsibility for the conveyed interests.
EX-10.33 19 k02906exv10w33.txt ASSIGNMENT AND CONVEYANCE OF THE RETAINED INTEREST IN THE GAS PURCHASE CONTRACT, EFFECTIVE 09/01/96 EXHIBIT 10.33 SHELL WESTERN E&P INC. [SHELL WESTERN E&P LOGO] A Subsidiary of Shell Oil Company CERTIFIED MAIL P. O. Box 4684 RETURN RECEIPT REQUESTED Houston. TX 77210 December 23, 1996 Mr. Richard F. Barnes President Alaska Pipeline Company P.O. Box 6288 300 Spenard Road Anchorage, Alaska 99502 Dear Mr. Barnes: RE: GAS PURCHASE CONTRACT BETWEEN SHELL OIL COMPANY AND ALASKA PIPELINE COMPANY DATED DECEMBER 20, 1982 Shell Western E&P Inc. ("SWEPI"), successor in interest to Shell Oil Company, has sold to the Municipality of Anchorage d/b/a Municipal Light & Power ("ML&P") its one-third interest in the Beluga River Field to ML&P which includes all Contract Gas under the subject Contract. The effective date of such sale was September 1, 1996. The closing was December 20, 1996. ML&P has agreed to assume and be responsible for all obligations of SWEPI with respect to existing contracts, including the subject Contract. Pursuant to Section 16.1 of the subject Contract, SWEPI is providing Alaska Pipeline Company with a certified copy (attached) of the recorded assignment conveying SWEPI's interest in the Beluga River Field to ML&P. Such assignment will be effective on the effective date of the Purchase. If you have any questions concerning this matter, please feel free to call me ###-###-####. Your contact at ML&P will be: Ms. Mary Ann Pease Municipal Light & Power 1200 East 1st Avenue Anchorage, Alaska ###-###-#### Phone: 907 ###-###-#### Fax: 907 ###-###-#### Very truly yours, /s/ Stephen L. Merritt Stephen L. Merritt Director, Supply & Scheduling On behalf of Shell Western E&P Inc. Attachment bc - Shell Offshore Inc. J. W. Kimmel Shell Oil Company W. G. Riddoch ASSIGNMENT AND CONVEYANCE THIS ASSIGNMENT AND CONVEYANCE (hereinafter called "ASSIGNMENT*) is made between SHELL WESTERN E&P INC., a Delaware corporation, having a post office address of P. O. Box 576, Houston, Texas 77001, and SHELL ONSHORE VENTURES INC., a Delaware corporation, having a post office address of P.O. Box 576, Houston, Texas 77001, hereinafter collectively called "ASSIGNOR," and the Municipality of Anchorage, d/b/a Municipal Light & Power, having an address of 1200 East 1st Avenue, Anchorage, Alaska ###-###-####, hereinafter called "ASSIGNEE". In consideration of the mutual promises made between ASSIGNOR and ASSIGNEE and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms of a Purchase and Sale Agreement dated April 9, 1996 and the Supplemental Agreement dated September 24, 1996, ASSIGNOR hereby BARGAINS, SELLS, ASSIGNS, TRANSFERS AND DELIVERS unto ASSIGNEE, with a special warranty of title through which ASSIGNOR, for itself and for its successors in interest, hereby does covenant that against all persons whomsoever lawfully claiming or to claim by, through or under ASSIGNOR and not otherwise, ASSIGNOR will forever warrant and defend all of ASSIGNOR'S right, title and interest in and to (i) the property and property interests described in EXHIBIT A hereto and (ii) all property and property interests listed in paragraph (a) through (i) immediately below, excluding the property listed in paragraph (j), to the extent such property or property interests are a part of, grant rights in, or are associated with the property and property interests described in EXHIBIT A (collectively herein referred to as the "PROPERTY"), all located in the Anchorage Recording District, Third Judicial District, State of Alaska: (a) Leases. Leasehold interests in oil, gas or other minerals, including working interests, carried working interests, rights of assignment and reassignment, and other interests under or in oil, gas or mineral leases, and interests in rights to explore for and produce oil, gas and other minerals. (b) Fee Interest. Fee interests to the surface and in oil, gas or other minerals, including rights under mineral deeds, conveyances or assignments. (c) Rights In Production. Royalties, overriding royalties, production payments, rights to take royalties in kind, or other interests in production of oil, gas or other minerals. (d) Rights; Working Interests. Rights and interests in or derived from unit agreements, orders or decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery and injection agreements, farmout agreements and farmin agreements, options, drilling agreements, exploration agreements, assignments of operating rights, working interests, subleases, gas contracts, pipeline agreements, and other contracts and agreements to which the PROPERTY is subject, except those contracts or agreements described in paragraph (j) below. - 1 - (e) Easements. To the extent transferable, rights-of-way, surface or ground leases, easements, servitudes and franchises located on or granting rights to the property or property interests described in EXHIBIT A hereto and acquired or used in connection with operations for the exploration, production, processing and transportation of oil, gas or other minerals with respect to the properties and interests described in paragraphs (a)-(d) above. (f) Permits. To the extent transferable, permits and licenses of any nature owned, held or operated in connection with operations for the exploration, production, processing and transportation of oil, gas or other minerals. (g) Wells. Producing, non-producing, shut-in and abandoned oil and gas wells, disposal wells, injection wells and water wells located on the property or property interests described in EXHIBIT A hereto and used in connection with the properties or interests described in paragraphs (a)-(f) above. (h) Facilities. All facilities, buildings, fixtures, improvements, gathering lines, processing equipment, tank batteries, storage tanks, flow lines, injection lines and pipelines and appurtenances located on the real property and on lands included in, or which are subservient to, the property and property interests described on EXHIBIT A. (i) Equipment. All surface and down-hole equipment, fixtures, inventory and personal property located on the property and property interests described in EXHIBIT A hereto and used in connection with the properties or interests described in paragraphs (a)-(h) above. (j) Exclusions. The PROPERTY shall not include any rights-of-way, surface or ground leases, easements, franchises, permits, licenses, or other contracts or agreements which by their own terms are not transferable, proprietary data, all vehicles and other transportation equipment, rental equipment, computers and their associated equipment and software, communications equipment, televisions, VCRs, copy machines and store stock left on consignment and belonging to third parties. This ASSIGNMENT shall be subject to the following terms, conditions or exceptions: 1. This ASSIGNMENT shall at all times be subject to the terms, conditions, exceptions, and reservations contained in a certain unrecorded Purchase and Sale Agreement between ASSIGNOR and ASSIGNEE dated as of April 9, 1996 and the Supplemental Agreement dated September 24, 1996, the terms of which may alter or condition the interests conveyed by this ASSIGNMENT. The unrecorded Purchase and Sale Agreement and the Supplemental Agreement shall at all times govern the rights of the parties in the property transferred by this ASSIGNMENT, and all interested parties are hereby given notice of the existence of those agreements, which have been filed with the Alaska Public Utilities Commission in Docket No. U-96-36. 2. This ASSIGNMENT shall be subject to the exceptions and reservations set forth on the EXHIBIT A attached hereto. - 2 - 3. This ASSIGNMENT shall be effective as of 12:01 a.m. local time where the PROPERTY is located, on September 1, 1996. 4. The terms, conditions or exceptions contained herein shall constitute covenants running with the land, and shall be binding upon, and for the benefit of, the respective successors and assigns of ASSIGNOR and ASSIGNEE. 5. Subject to the special warranty as to title to the PROPERTY, this ASSIGNMENT is made without warranty of any kind, express, statutory or implied, and ASSIGNOR is transferring the PROPERTY without any express, statutory or implied warranty whatsoever as to title, description, physical condition of the PROPERTY (including, without limitation, the environmental condition of the PROPERTY), quality, value, fitness for purpose, merchantability, or otherwise, but this ASSIGNMENT is made with full substitution and subrogation of ASSIGNEE in and to all covenants and warranties by all preceding owners or vendors of the PROPERTY other than ASSIGNOR or any Affiliate of ASSIGNOR heretofore given or made in respect to the PROPERTY or any part thereof. 6. ASSIGNOR agrees to execute and deliver to ASSIGNEE all such other additional instruments, notices, division orders, transfer orders and other documents and to do all such other and further acts and things as may be necessary to more fully and effectively grant, convey and assign to ASSIGNEE the rights, obligations, titles and interests and estates in the PROPERTY. EXECUTED on the 10th day of December, 1996, but effective September 1, 1996. SHELL WESTERN E&P INC. By: /s/ G. S. Nady ---------------------------- G. S. Nady, Attorney-in-Fact SHELL ONSHORE VENTURES INC. By: /s/ G. S. Nady ---------------------------- G. S. Nady, Attorney-in-Fact This ASSIGNMENT and related terms, conditions or exceptions accepted this 16th day of December, 1996. MUNICIPALITY OF ANCHORAGE d/b/a MUNICIPAL LIGHT & POWER By: /s/ Larry D. Crawford --------------------------- Name: Larry D. Crawford Title: Municipal Manager - 3 - STATE OF TEXAS Section Section COUNTY OF HARRIS Section On this 10th day of DECEMBER 1996, personally appeared G. S. Nady, known to me to be the person whose name is subscribed to the foregoing instrument as Attorney-in-Fact for SHELL WESTERN E&P INC., a corporation, and acknowledged to me that he subscribed the name of SHELL WESTERN E&P INC. as principal, and his own name as Attorney-in-Fact. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 10th day of DECEMBER 1996. My Commission Expires: /s/ Joyce M. Bowen ------------------------ Notary Public in and for JAN. 13, 2000 Harris County, Texas [SEAL] STATE OF TEXAS Section Section COUNTY OF HARRIS Section On this 10th day of DECEMBER 1996, personally appeared G. S. Nady, known to me to be the person whose name is subscribed to the foregoing instrument as Attorney-in-Fact for SHELL ONSHORE VENTURES INC., a corporation, and acknowledged to me that he subscribed the name of SHELL ONSHORE VENTURES INC. as principal, and his own name as Attorney-in-Fact. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 10th day of DECEMBER 1996. My Commission Expires: /s/ Joyce M. Bowen ------------------------ Notary Public in and for JAN. 13, 2000 Harris County, Texas [SEAL] After recording please return this document to D. B. Champlin, Shell Western E&P Inc., P.O. Box 576, Houston, Texas 77001. - 4 - EXHIBIT "A" LEASE AND PROPERTY DESCRIPTIONS BELUGA RIVER FIELD, COOK INLET, ALASKA BELUGA RIVER UNIT I. The Beluga River Unit is defined by that certain Unit Agreement entitled "UNIT AGREEMENT FOR THE DEVELOPMENT AND OPERATION OF THE BELUGA RIVER UNIT, THIRD JUDICIAL DIVISION, STATE OF ALASKA, dated April 26, 1962, as revised and in effect on the Effective Date hereof. Shell Western E&P Inc. ("SWEPI") Working Interest 33.3333% Net Revenue Interest 28.99322% II. FEDERAL LEASES
Beginning at BLM Control Station E..C. 8, G. 105 (1961) located at Lat. 61(degrees) 10' 01.63" N., Long. 151(degrees) 03' 47.84" W.; S. 70(degrees)08'E. 4.49 Chains, E. .6 Chains to true corner, N. 20 Chains to Lat. 61(degrees) 10' 14.63" N., Long. 151(degrees) 09' 11.1" W.; E. Approximately 78 Chains to mean high water mark of Cook Inlet. Southwesterly along the mean high water mark (Cook Inlet), to U.S. Survey 4540, Lot 1, Meander Corner No. 2; N. 62(degrees) 47' W. 5 Chains; S. 29(degrees) 08' W. 10 Chains; S. 27(degrees) 23' W. 10 Chains; - 1 - S. [ILLEGIBLE] E. 5 Chains to the mean high water mark of Cook Inlet; Southwesterly along the mean high water mark to U.S. Survey 4540, Lot 2, Witness Corner Meander Corner No. 1, located at Lat. 61(degrees) 09' 50" N., Long. 151(degrees) 02' 33" W.; N. 57(degrees) 50' W. 5 Chains; S. 32(degrees) 10' W. 10 Chains; S. 57(degrees) 50' E. 5 Chains to the mean high water mark of Cook Inlet, Southwesterly along the mean high water mark to the Witness Corner Meander Corner No. 1, of U.S. Survey 4541 at Lat. 61(degrees) 09' 12" N., Long. 151(degrees) 03'22" W.; N. 57(degrees) 08' W. 5 Chains; S. 32(degrees) 52' W. 10 Chains; S. 57(degrees) 08' E. 5 Chains to the mean high water mark of Cook Inlet, Southwesterly along the mean high water mark to Lat. 61(degrees) 08' 45" N., Long. 151(degrees) 05' W., located at Witness Corner Meander Corner No. 1 of U.S. Survey 2345; W. 10.80 Chains, S. 4.64 Chains; S. 64(degrees) 26' E. 1 Chains; S. 36(degrees) 19' E. 4 Chains; S. 66(degrees) 01' E. 2 Chains; N. 74(degrees) 55' E. 1 Chains, and cross southerly Three Mile Creek, Southerly along the mean high water mark to Lat. 61(degrees) 08' 16.84" N., approximately 25 Chains west to Lat. 61(degrees) 06' 2.64" N., Long. 151(degrees) 04' 46.49" W.; N. 100 Chains, W. 40 Chains, N. 20 Chains, E. 20 Chains, N. 60 Chains, E. 40 Chains to Lat. 61(degrees) 10' 14.63" N., Long 151(degrees) 09' 11.1" W. The tract as described contains 1375.18 acres. U.S. Survey 4540, Lot 1: Beginning at Witness Corner Meander Corner No. 1, at the mean high water mark of Cook Inlet, Lat. 61(degrees) 90' 50" N., Long. 151(degrees) 02' 33" W.; N. 29(degrees) 08' E. 10 Chains, N. 62(degrees) 47' W. 5 Chains, S.29(degrees) 08' W. 10 Chains, S. 62(degrees) 47' E. 5 Chains to mean high water mark of Cook Inlet (point of beginning). U.S. Survey 4540, Lot 2: Beginning at 1) Witness Corner Meander Corner Meander Corner No. 2 of U.S. Survey 3072, S 32(degrees) 20' W. 13.184 Chains, and 2) at C.E.T. 5, G. 106 (1960), at Lat. 61(degrees) 09' 46.96" N., Long. 151(degrees) 02' 34.90" W., S. 37(degrees) 21' 30" W. 18.013 Chains. Thence from junction of two lines, S. 57(degrees) 50' W.1.2 Chains to Meander Corner No. 1, point of beginning of U.S. Survey 4540, Lot 2. Thence southwesterly (S. 32(degrees) 10' W.) along the mean high water mark of Cook Inlet 10 Chains, to Meander Corner No. 2, N. 57(degrees) 50' W. 5 Chains, N. 32(degrees) 10' E. 10 Chains, and S. 57(degrees) 50' E. 5 Chains, to Meander Corner No. 1 (point of beginning). US Survey 4541: Beginning of Meander Corner No. 1 located at Lat. 61(degrees) 09' 12" N., Long. 151(degrees) 03' 22" W., N. 57(degrees) 08' W. 5 Chains, S. 32(degrees) 52' W. 10 Chains, S. 57(degrees) 08' E. 5 Chains, N. 32(degrees) 52' W. 10 Chains, S. 57(degrees) 08' E. 5 Chains, N. 32(degrees) 52' E. Along the mean high water mark of Cook Inlet to No. 1 (point of beginning). Total lease acreage is 1387.18 acres. Above description pursuant to U.S. Department of Interior, Bureau of Land Management Decision Letter dated 1/11/84. - 2 -
Beginning at the Bureau of Land Management (BLM) Control Station E.C. 8, G. 105 (1961) located at Lat. 61(degrees) 10' pl. 63" N., Long. 151(degrees) 03' 47.84" W.; S. 70(degrees) 08'E. 4.49 Chains; E. 0.6 Chains to True Corner; N. 20 Chains to Lat. 61(degrees) 10' 14.63" N. Long. 151(degrees) 09' 11.10" W.; W. 40 Chains, N. 60 Chains, E. 40 Chains, N. 20 Chains, E. 40 Chains, N. 40 Chains, E. 80 Chains, S. 40 Chains, E. 30 Chains, to the mean high water mark (Cook Inlet), southwesterly along the mean high water mark to Lat. 61(degrees) 10' 49" N. Long. 151(degrees) 01' 08" N. (Located at U.S. Survey 3962, Witness Corner Meander Corner No. 4,Lot 1); N. 50(degrees) 27' W. 5 Chains; S. 39(degrees) 32' W. 10 Chains; S. 35(degrees) 50' W. 10 Chains; S. 50(degrees) 27' E. 5 Chains to the mean high water mark of Cook Inlet. Southwesterly along the mean high water mark (Cook Inlet) to U.S. Survey 3596, Witness Corner Meander Corner No. 1; N. 55(degrees) 25' W. 5 Chains; S. 34(degrees) 35' W. 10 Chains; S. 34(degrees) 30' W. 10 Chains; S. 55(degrees) 30' E. 5 Chains to the mean high water mark of Cook Inlet; Southwesterly along the mean high water mark to approximately Lat. 61(degrees) 10' 14.63" N.; W. Approximately 78 Chains to Lat. 61(degrees) 10' 14.63" N., Long. 151(degrees) 09' 11.1" W. The tract as described contains 1374 acres. U.S. Survey 3962, Lots 1 and 2: Beginning at Witness Corner Meander Corner 4, Lot 1, located at Lat. 61(degrees) 10' 49" N., Long. 151(degrees) 01' 08" W. At the mean high water mark of Cook Inlet; N. 50(degrees) 27' W. 5 Chains, S. 39(degrees) 32' W. 10 Chains, S 35(degrees) 50' W. 10 Chains, S. 50(degrees) 27' E. 5 Chains, northeasterly 20 Chains along the mean high water mark to Corner 4, Lot 1, at point of beginning. - 3 - U.S Survey 3963: Beginning at Witness Corner Meander Corner No. 1 at Lat. 61(degree) 10' 25" N., Long. 151(degree) 01' 48" W., located at the mean high water mark of Cook Inlet: S. 34(degree) 30' W. 10 Chains, N. 55(degree) 30' W. 5 Chains, N. 34(degree) 30' E. 10 Chains, and 5.55(degree) 30' E. To the Meander Corner No. 1 (point of beginning). Total lease acreage is 1394.00 acres. Above description pursuant to U.S. Department of Interior, Bureau of Land Management Decision Letter dated 1/11/84. III. STATE LEASES
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- 7 - IV. FEE LEASES
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