EXHIBIT 10.29
RECEIVED
Executive
[SHELL OIL COMPANY LOGO]
MAR 06 1990
One Shell Plaza
P O Box 2463
Houston. Texas 77252
February 27, 1990
Certified Mail
Return Receipt Requested
Mr. Richard F. Barnes
President
Alaska Pipeline Company
3000 Spenard Road
P. O. Box 190288
Anchorage, Alaska 99519-0288
Dear Mr. Barnes:
SUBJECT: PARTIAL ASSIGNMENT OF GAS PURCHASE CONTRACT
GAS PURCHASE CONTRACT BETWEEN
SHELL WESTERN E&P INC. AND
ALASKA PIPELINE COMPANY
DATED DECEMBER 20, 1982
This letter is written pursuant to a services agreement between Shell Western
E&P Inc. (SWEPI) and Shell Oil Company.
Please find enclosed one (1) copy of a Partial Assignment of the subject Gas
Purchase Contract from SWEPI to Arco Alaska, Inc. (ARCO). This document should
suffice as evidence of ARCO's assumption of an undivided one-third (1/3)
interest in and to all obligations and interests under the subject contract, as
amended.
This letter and enclosed copy of the assignment is being sent to fulfill the
notice requirements of Article XVI, paragraph 16.1 of the contract. Please
accept this notice as binding upon Alaska Pipeline Co. as of March 1, 1990
(although the assignment is dated October 1, 1989). ARCO is hereby notified by
copy of this letter of the effective date.
2
If you have any questions or problems regarding this transaction, please feel
free to contact me at (713) 241-6412 or Don Canavier at (713) 241-6230.
Yours very truly,
/s/ R. Planty
R. Planty
Regional Manager
Natural Gas Marketing - West
DLC/bdt
Enclosure
cc: Arco Alaska, Inc.
Attn: Mr. Bruce Depriester
Manager Marketing
P.O. Box 100360
Anchorage, Alaska 99510-0360
PARTIAL ASSIGNMENT OF GAS PURCHASE CONTRACT
This partial assignment is made effective this 1st day of October, 1989,
by and between Shell Western E&P Inc., a Delaware corporation (hereinafter
referred to as "Assignor"), and ARCO Alaska, Inc., a Delaware corporation
(hereinafter referred to as "Assignee");
Recitals
WHEREAS, Shell Oil Company entered into a Gas Purchase Contract dated
December 20, 1982 to sell gas to Alaska Pipeline Company from the Beluga River
Gas Field area, Cook Inlet, Alaska (the "Enstar Contract"); and
WHEREAS, Assignor has succeeded to the interest of Shell Oil Company, as
Seller under the Enstar contract; and
WHEREAS, Enstar Corporation has succeeded to the interest of Alaska
Pipeline Company as Buyer under the Enstar Contract; and
WHEREAS, Shell Oil Company entered into a Gas Purchase Agreement ("the
1984 Agreement"), with Atlantic Richfield Company dated July 1, 1984; and
WHEREAS, Assignee has succeeded to the interest of its parent Atlantic
Richfield Company under the 1984 Agreement; and
WHEREAS, under the 1984 Agreement, Assignor purchased from Assignee
portions of the gas sold by Assignor under the Enstar Contract; and
WHEREAS, Assignor and Assignee mutually desire to terminate the 1984
Agreement, and in place of the 1984 Agreement enter into a partial assignment of
Assignor's rights, obligations and interests under the Enstar 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 is hereby
acknowledged, Assignor hereby assigns to Assignee an undivided one-third (1/3)
interest in and to Assignor's rights, obligations and interests under the Enstar
Contract as amended, a copy of which Contract and all amendments thereto are
attached hereto and made a part hereof, and Assignee hereby assumes an undivided
one-third (1/3) interest in and to Assignor's rights, obligations and interests
under the Enstar 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, that 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.
For the purpose of Article 17 of the Enstar Contract, Assignee's address
shall be:
ARCO Alaska, Inc.
P.O. Box 100360
Anchorage, Alaska 99510-0360
Attn: Manager Marketing
SHELL WESTERN E&P INC. ARCO ALASKA, INC.
By /s/ L. L. Smith By /s/ H.P. Foster, Jr.
-------------------------- --------------------------
H. P. Foster, Jr.
Its Attorney-in-Fact Its Senior Vice President
-------------------------- --------------------------
STATE OF Texas)
ss.
Harris County)
The foregoing instrument was acknowledged before me this 22 day of
September, 1989, by L.L. Smith of SHELL WESTERN E&P INC., a Delaware
corporation, on behalf of the corporation.
/s/ Carolyn Clements
------------------------------
Notary Public in and for Texas
My Commission Expires:12-21-92
STATE OF ALASKA)
ss.
Third Judicial Dist.)
The foregoing instrument was acknowledged before me this 8th day of
February, 1990, by H.P. Foster, Jr. of ARCO ALASKA, INC., a Delaware
corporation, on behalf of the corporation.
/s/ Marilyn H. Roth
-------------------------------
NOTARY PUBLIC IN AND FOR ALASKA
MY COMMISSION EXPIRES: 8/24/93