EXHIBIT 10.34
ASSIGNMENT
OF THE
AGREEMENT FOR THE SALE AND PURCHASE OF NATURAL GAS
This Assignment is made effective as of December 27, 1996, by and between ARCO
Alaska, Inc., a Delaware corporation with offices in Anchorage, Alaska, and
CH-Twenty, Inc., a Delaware corporation with offices in Los Angeles, California.
WHEREAS, Shell Oil Company and Alaska Pipeline Company entered into that certain
Gas Purchase Contract dated December 20, 1982 for the sale and purchase of
natural gas (the "Agreement"); and
WHEREAS, Shell Oil Company assigned its interest in such Agreement to Shell
Western E & P effective January 1, 1984; and
WHEREAS, Shell Western E & P assigned a one-third (1/3) undivided interest in
such Agreement to ARCO Alaska, Inc. effective March 1, 1990 ("ARCO's Assigned
Interest"); and
WHEREAS, effective November 15, 1991, ARCO Alaska, Inc. and Alaska Pipeline
Company amended ARCO's Assigned Interest ("ARCO/Enstar Contract"); and
WHEREAS, ARCO Alaska, Inc. desires to assign its interest in the ARCO/Enstar
Contract and all attendant duties, obligations and responsibilities to
CH-Twenty, Inc. and CH-Twenty, Inc. desires to assume ARCO Alaska, Inc.'s
interest in the ARCO/Enstar Contract and all attendant duties, obligations and
responsibilities from ARCO Alaska, Inc.
NOW THEREFORE, for good and valuable consideration, the receipt of sufficiency
of which is hereby acknowledged, ARCO Alaska, Inc. does hereby assign its
interest in the ARCO/Enstar Contract and all attendant duties, obligations and
responsibilities to CH-Twenty, Inc. and CH-Twenty, Inc. hereby assumes ARCO
Alaska, Inc.'s interest in the ARCO/Enstar Contract the and all attendant
duties, obligations and responsibilities from ARCO Alaska, Inc. and hereby
agrees to fully and faithfully perform the ARCO/Enstar Contract in accordance
with its terms and conditions.
This Assignment shall be effective on the day and year first above written
notwithstanding the fact that the parties may execute it at different times.
IN WITNESS WHEREOF, the panics hereto have executed this Assignment on the dates
indicated below.
ARCO Alaska, Inc. CH-Twenty, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: VP Its: VP & CFO
Date: 10/19/98 Date: 10/12/98
Consent:
Alaska Pipeline Company hereby consents to the foregoing assignment and agrees
to accept the performance of CH-Twenty, Inc. under the ARCO/Enstar Contract.
Alaska Pipeline Company
By: /s/ ▇. ▇. ▇▇▇▇▇▇
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Its: President
Date: 5/11/99