EXHIBIT 10.32
FAX (907)276-6696
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 99519-0288
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
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S. L. Merritt
W. T. Coppersmith
cc: (w/o enclosure)
Chevron U.S.A.
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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 99519-0288
(907) 277-5551
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
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CC: Officers
Janet Fulkerson
[ENSTAR LOGO]
ALASKA PIPELINE COMPANY
A SUBSIDIARY OF SEAGULL ENERGY CORPORATION
3000 Scenard Road
PO Box 190288
Anchorage, Alaska 99519-0288
(907) 277-5551
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
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CC: Officers
Janet Fulkerson