EXHIBIT 10.31
AGREEMENT BETWEEN ALASKA PIPELINE COMPANY
AND ARCO ALASKA, INC.
TO AMEND AN ASSIGNED INTEREST IN THE GAS PURCHASE
CONTRACT BETWEEN SHELL OIL COMPANY
AND ALASKA PIPELINE COMPANY
DATED DECEMBER 20, 1982
This is an Agreement dated November 15, 1991 to amend an assigned interest
in the Gas Purchase Contract dated December 20, 1982, between Shell Oil Company
("Shell") and Alaska Pipeline Company ("Buyer"). That contract is referred to in
this Agreement as the Beluga Contract. Effective January 1, 1984, Shell assigned
its interest in the Beluga Contract to Shell Western E & P, Inc. ("SWEPI").
Effective ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ assigned to ARCO Alaska, Inc. ("ARCO") a
one-third undivided interest in the Beluga Contract and ARCO assumed a one-third
undivided interest in Seller's benefits and obligations under the Beluga
Contract. The assignment (referred to as ARCO's Assigned Interest) and cover
letter establishing the effective date are attached as Exhibit B. The parties to
this Agreement are Alaska Pipeline Company and ARCO.
This Agreement amends only ARCO's Assigned Interest. There is a similar,
consistent, but not identical agreement with SWEPI which amends SWEPI's retained
two-thirds interest in the Beluga Contract and a separate settlement agreement
dated November 15, 1991, which resolves litigation pertinent to and affecting
this Agreement.
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The parties wish to amend ARCO's Assigned Interest. Except as expressly
modified by this Agreement, the Beluga Contract terms remain in effect and the
terms used in this Agreement shall have the same meaning as in the Beluga
Contract. In the event that the terms of this Agreement are inconsistent with
those in the Beluga Contract, this Agreement shall govern the interpretation of
the Beluga Contract as amended by this Agreement.
The definition of "swing rate" defined in paragraph 1.16 of the Beluga
Contract is deleted and replaced with the following definition:
1.16 The term "swing rate" means Seller's maximum daily obligation to
deliver gas expressed in millions of cubic feet.
The term "Seller" used in the Beluga Contract is redefined to mean Shell
and ARCO.
Article V (Quantity) of the Beluga Contract is deleted in its entirety
and replaced by a new Article V:
ARTICLE V: QUANTITY
5.1 Attached Schedule 1 shall be used to determine the quantity of gas
which Buyer shall purchase each year from Seller, subject to the other terms of
this Agreement. Schedule 1 states the Annual Contract Quantity ("ACQ") by year
as a function of Total Market-Out Volume (as defined below). In any year in
which the Total Market-Out Volume is zero, the ACQ shall be determined from the
zero line of Schedule 1. For example, if the Total Market Out
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Volume is zero in 1997, the ACQ shall be 15 BCF. ARCO shall be responsible for
supplying one-third of the ACQ.
If the Total Market Out Volume falls between the quantities shown in the
Total Market Out Column of Schedules 1 through 3, the ACQ (Schedule 1) and the
quantities at each price (Schedules 2 and 3) shall be determined by
interpolation (see Exhibit C).
5.2 The ACQ shall be reduced if any person or entity (other than Chugach
Electric Association, Inc.) which was a customer of Buyer or Buyer's affiliate,
ENSTAR Natural Gas Company ("ENSTAR"), on September 30, 1991, purchases some or
all of its gas supply from any source(s) other than Buyer or ENSTAR. The
quantity of gas purchased from the source(s) other than Buyer or ENSTAR each
year is the Market-Out Volume for that year. The sum of all Market-Out Volumes
each year is the Total Market-Out Volume for that year.
The reduced ACQ shall be determined from Schedule 1. For example, assume
that two businesses which were customers of ENSTAR on September 30, 1991
purchase in 1994 a total of 8 Bcf of gas from sources other than ENSTAR or
Buyer. The Total Market-Out Volume is 8 Bcf and the ACQ (from Schedule 1) for
1994 is 8.64 Bcf. ARCO shall be responsible for supplying one-third of the ACQ
(2.88 Bcf in this example).
5.3 Attached Schedule 2 shows the quantities of gas which shall be priced
in accordance with paragraph 7.2(d)(i). Attached Schedule 3 shows the quantities
of gas which will be
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priced in accordance with paragraph 7.2(d)(ii). The sum of the quantities in
Schedules 2 and 3 (for each year and Total Market Out Volume) equals the ACQ
shown in Schedule 1 (for the same year and Total Market Out Volume).
5.4 Through 1995, the swing rate shall be 110 (i.e., Seller is obligated
to deliver a maximum of 110 million cubic feet per day) unless reduced as
provided in paragraph 5.4(b).
Beginning January 1, 1996, the swing rate shall be a pro-rata share of
Buyer's projected maximum daily demand on all suppliers calculated as follows:
(a) No later than October 1st of each year (beginning in 1994), Buyer shall
give Seller a projection of Buyer's maximum daily demand on all suppliers
and total purchases from all suppliers, including Seller, for each of the
next two years. Buyer's forecast will not exceed Buyer's historical daily
peaks reasonably adjusted for known or estimated changes, including load
growth or decline, and Buyer's estimate of Total Market-Out Volume. Seller
shall have the right to review all data on which the forecast is based.
The swing rate for the second year of the forecast shall be calculated by:
(i) using Buyer's estimate of Total Market Out Volume, to determine the
estimated ACQ from Schedule 1;
(ii) dividing the estimated ACQ by Buyer's forecast of total purchases
from all suppliers; and
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(iii) multiplying the result of (ii) by Buyer's forecast of maximum daily
demand on all suppliers, including Seller.
All calculations are based on projected data for the second year of the
forecast. The first year of the forecast is informational only and will be
updated as the forecast "rolls" forward the following year. Balancing gas (see
paragraph 5.8) shall not affect the swing rate for any year.
An example of the calculation of swing rate for 1998 follows. Assume that
on October 1, of 1996, Buyer makes the following forecasts:
1997 1998
------ ------
Maximum daily demand (MMcf) on all suppliers, including Seller 230.00 235.00
Total purchases (Bcf) from all suppliers, including Seller 32.00 33.00
The ACQ (Schedule 1, estimated Total Market-Out Volume of 8.00 Bcf) 11.00 11.00
Swing rate for 1998 = 11/33 x 235 = N/A 78.33
(b) If a person or entity (other than Chugach Electric Association, Inc.)
which was a customer of Buyer or ENSTAR on September 30, 1991, purchases gas
directly from the Beluga River Unit (See Exhibit A) at any time during the years
1992 through 1995, the swing rate shall remain 110 but shall be applied to Buyer
and the customer collectively. Stated another way, Seller shall be required to
deliver up to, but not more than, 110 MMcf per day to Buyer and the customer
combined. For example, if the customer
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actually purchases 30 MMcf from the Beluga River Unit on a given day, Seller's
swing rate to Buyer on that day shall be 80 MMcf (110 MMcf minus 30 MMcf).
After 1995, the swing rate shall be determined as provided in paragraph
5.4(a).
(c) ARCO shall be responsible for delivering one-third of the swing rate
calculated pursuant to this paragraph 5.4.
5.5 If any lessor (see Exhibit A to the Beluga Contract) elects to take
its royalty gas in-kind, Seller shall have the option of reducing both the ACQ
and swing rate (while royalty gas is being taken in-kind) by the ratio of the
total royalty gas taken in kind to the total production from the Beluga River
Unit while royalty gas is taken in kind.
5.6 Buyer shall use its best efforts to keep Seller informed as to any
peak demand that may occur during a period other than a normal peak demand
period so that Seller can more expediently schedule any well or field work that
Seller believes is necessary.
5.7 Subject to the other provisions of this Agreement, Seller must produce
and deliver to Buyer and Buyer must receive and pay for the ACQ. Buyer has the
right, but not the obligation, to purchase the swing rate from Seller on any day
of the year, regardless of whether the ACQ for that year has already been taken.
Nothing in this Agreement shall be construed to require Seller to produce and
deliver or Buyer to purchase and receive from Seller or to pay Seller for any
quantities of gas in excess of that which may
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be produced under the applicable rules, regulations, and orders of regulatory
bodies having jurisdiction.
Buyer shall have the option to purchase daily quantities of gas, if any,
in excess of the swing rate then in effect which, in Seller's sole judgment, can
be produced and delivered efficiently and in accordance with good operating
practices and without impairment of Seller's obligations under current or future
gas sales contracts.
5.8 Despite Buyer's reasonable efforts, the quantity of gas Buyer is
obligated to take (i.e., the ACQ) and the quantity of gas Buyer actually takes
will not be equal each year because Buyer will not know its total purchases from
all suppliers or the Total Market-Out Volume until shortly after year-end due to
forecasting limitations, changes in weather, and other operating factors. Any
difference between actual purchases and the ACQ ("balancing gas") shall be
balanced in January and February of the following year using the following
procedures:
(a) If in any year Buyer purchases less than the ACQ (deducting from
actual purchases any balancing gas taken during that year to satisfy the ACQ of
prior years), the balancing gas shall be purchased the following year in
addition to the ACQ for that year. During January and February of the following
year, all gas purchased shall be deemed to be balancing gas until Buyer has
purchased all the balancing gas it is obligated to purchase. The price for
balancing gas shall be the price in effect for the prior year (i.e., the year in
which the balancing gas should have been
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purchased). If all of the balancing gas is not taken during January and
February, Buyer shall pay in March (when the ▇▇▇▇ for February deliveries is
paid) for the balancing gas not taken. Buyer may take the balancing gas paid for
but not taken at any time through December 31, 2010, or any earlier termination
of the Beluga Contract, but the balancing gas shall not reduce the ACQ Buyer is
obligated to take each year. The balancing gas taken by Buyer shall not exceed
the volumes that Seller can produce and deliver efficiently and in accordance
with prudent operating practices and without impairment of Seller's obligations
under other gas sales contracts.
(b) If in any year Buyer purchases more than the ACQ (deducting from
actual purchases any balancing gas taken during that year to satisfy the ACQ of
prior years), the balancing gas shall be deducted from the ACQ for the following
year. The price for the balancing gas shall be the price in effect during the
year following the year in which it was purchased (i.e., the year in which the
balancing gas should have been purchased).
The base price in paragraph 7.1 is changed from $2.32 per Mcf to $1.971
per Mcf.
Paragraph 7.2(a) of Article VII (Price) is deleted and replaced with the
following provision:
7.2(a)(i) Effective January 1 of each year (the "Adjustment Date"),
the base price ($1.971 per Mcf) shall be adjusted as follows:
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(A) Each year multiply $1.971 by a fraction, the numerator of
which is the daily average price per barrel of Light Sweet
Crude Oil Futures ("LSCOF") for October and November
deliveries of the year prior to the year for which the
adjusted price is being calculated, and the denominator of
which is $22.36 per barrel.
(B) The average price of LSCOF shall be determined from prices for
"CRUDE OIL, Light Sweet" futures contracts traded on the New
York Mercantile Exchange or its successor. The daily average
price of LSCOF shall be the sum of the "Settle" prices
reported in the Wall Street Journal or its successor for (i)
October contracts for each day that October contracts are
reported as the contracts for the Current Trading Month, plus
(ii) November contracts for each day that November contracts
are reported as the contracts for the Current Trading Month
divided by the total number of days that such "Settle" prices
are reported. "Current Trading Month" means the final month in
which a contract can be traded.
(C) If the information necessary to calculate the daily average
price of LSCOF is no longer
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publicly reported, the parties shall attempt to agree on a
successor index. If the parties fail to agree on a successor
index by November 1 of any year, the price for the next year
and the following years shall be the price calculated pursuant
to paragraph 7.2(a)(ii).
7.2(a)(ii) If the price cannot be calculated as provided in paragraph
7.2(a)(i) and/or 7.2(d)(ii), the price effective on the Adjustment Date shall be
calculated by multiplying $2.32 by a fraction, the numerator of which is the sum
of the simple averages of the high and low values (in cents per gallon) reported
each day in September and October of the year preceding the Adjustment Date by
▇▇▇▇▇'▇ Oilgram for No. 2 fuel oil f.o.b. Seattle, Washington, divided by the
number of days reported, and the denominator of which is 96 cents per gallon.
A new paragraph 7.2(d) shall be added to Article VII (Price):
7.2(d) The total annual purchases from Seller shall be priced as follows:
(i) The portion of the ACQ shown in Schedule 2 shall be priced at
the base price (Paragraph 7.1) as adjusted under amended Paragraph 7.2(a)(i).
(ii) The portion of the ACQ shown in Schedule 3 shall be priced as
follows:
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(A) Effective on the Adjustment Date each year, the price shall be
determined by multiplying $1.55 by a fraction, the numerator
of which is the daily average price per barrel of Light Sweet
Crude Oil Futures ("LSCOF") for the quarter ending on
September 30 of the year prior to the year for which the
adjusted price is being calculated, and the denominator of
which is $18.00 per barrel.
(B) The average price of LSCOF shall be determined from prices for
"CRUDE OIL, Light Sweet" futures contracts traded on the New
York Mercantile Exchange or its successor. The daily average
price of LSCOF shall be the sum of the "Settle" prices
reported in the Wall Street Journal or its successor for (i)
July contracts for each day that July contracts are reported
as the contracts for the Current Trading Month, plus (ii)
August contracts for each day that August contracts are
reported as the contracts for the Current Trading Month, plus
(iii) September contracts for each day that September
contracts are reported as the contracts for the Current
Trading Month, divided by the total number of days that such
"Settle" prices are reported. "Current
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Trading Month" means the final month in which a contract can
be traded.
(C) If the information necessary to calculate the daily average
price of LSCOF is no longer publicly reported, the parties
shall attempt to agree on a successor index. If the parties
fail to agree on a successor index by October 1 of any year,
the price for the next year and the following years shall be
the price calculated pursuant to paragraph 7.2(a)(ii).
Article XV (Term) and Article XVIII, Section 18.2 (Government Regulation),
are deleted and replaced with the following provision:
ARTICLE XV: TERM AND REGULATORY APPROVAL
This Agreement cannot be permanently implemented until it has been
approved by the Alaska Public Utilities Commission (APUC). This Agreement shall
be deemed approved when the APUC issues a final order, which is no longer
subject to appeal, finding that approval is in the public interest and that the
costs incurred under the Agreement are fully recoverable in the rates of ENSTAR.
The parties will ask the APUC to approve the Agreement on an interim basis so
that it may be implemented January 1, 1992.
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If APUC interim approval is not obtained prior to January 1, 1992, the
parties shall maintain all records necessary to implement the Agreement
effective January 1, 1992 when interim approval is obtained, or, if interim
approval is not obtained, when final approval is obtained.
If the APUC does not approve this Agreement by January 1, 1993, either
party may cancel the Agreement after 30 days written notice to the other party
and to the APUC. If the APUC approves this Agreement subject to material changes
in the terms and conditions which are unacceptable to either party, either party
may petition for reconsideration. The party finding the terms and conditions
unacceptable must, within 5 days of being served with the order, notify the
other party in writing of the terms and conditions which are unacceptable and
state whether it will petition for reconsideration. If a petition for
reconsideration is filed and if the unacceptable terms and conditions are not
cured, the party finding the terms and conditions unacceptable may cancel the
Agreement by giving notice within 30 days following the last day on which the
petition for reconsideration could be granted or within 30 days following the
APUC's order on reconsideration, whichever is earlier. If a petition for
reconsideration is not filed, either party may cancel the Agreement by giving
written notice within 30 days of the service of the order containing the
unacceptable terms and conditions.
This Agreement shall terminate December 31, 2009 (except that Buyer shall
have until December 31, 2010 to take any balancing
13
gas previously paid for but not taken), or when Buyer has purchased a total of
220 BCF under the Beluga contract as amended by this Agreement, whichever occurs
first.
The following provision is added to paragraph 20.5:
Any action to enforce or interpret this Agreement, or otherwise arising
under this Agreement, shall be litigated in the courts of the State of Alaska in
the Third Judicial District at Anchorage.
The following paragraph 20.7 is added:
20.7 This Agreement is the product of the joint effort of the parties and
shall not be construed against either party as drafter. This Agreement, and the
Settlement Agreement dated November 15, 1991, are the entire agreement of the
parties concerning the subject matter of the Agreement and all prior agreements,
understandings, and representations are superseded by this written Agreement. No
amendment to this Agreement is binding until reduced to writing and signed by
the parties.
A comprehensive example of the calculations required by this Agreement is
attached as Exhibit C. Exhibit C shows the rules for rounding.
ARCO ALASKA, INC. By:
/s/ H. L. Belhartz Date: Nov. 15,91
I certify that on this 15th day of November, 1991, there appeared before
me H. L. Belhartz and he swore to me that he was the President of ARCO ALASKA,
INC. and that he is authorized to sign the foregoing
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instrument on its behalf, and that he signed the same freely and voluntarily for
the purposes therein mentioned.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
NOTARY PUBLIC FOR ALASKA
My commission expires: 9/13/93
ALASKA PIPELINE COMPANY BY:
/s/ ▇. ▇. ▇▇▇▇▇▇
I certify that on this 19th day of November, 1991, there appeared before
me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and he swore to me that he was the President of ALASKA
PIPELINE COMPANY and that he is authorized to sign the foregoing instrument on
its behalf, and that he signed the same freely and voluntarily for the purposes
therein mentioned.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
NOTARY PUBLIC FOR ALASKA
My commission expires: June 13,1993
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RECEIVED
Executive
SHELL OIL COMPANY [SHELL OIL COMPANY LOGO]
MAR 06 1990
One ▇▇▇▇▇ ▇▇▇▇▇
▇ ▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇
February 27, 1990
Certified Mail
Return Receipt Requested
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Alaska Pipeline Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
P. 0. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
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.
EXHIBIT B PAGE 1
2
If you have any questions or problems regarding this transaction, please feel
free to contact me at (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇.
Yours very truly,
/s/ ▇. ▇▇▇▇▇▇
------------------------------
▇. ▇▇▇▇▇▇
Regional Manager
Natural Gas Marketing - West
DLC/bdt
Enclosure
cc: Arco Alaska, Inc.
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Manager Marketing
P. 0. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
EXHIBIT B PAGE 2
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, ▇▇▇▇ 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;
EXHIBIT B PAGE 3
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.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Manager Marketing
SHELL WESTERN E&P INC. ARCO ALASKA, INC.
By /s/ L. L. ▇▇▇▇▇ By /s/ H. P. ▇▇▇▇▇▇, Jr.
---------------------- ------------------------
H. P. ▇▇▇▇▇▇, Jr.
Its Attorney-in-Fact Its Senior Vice President
PARTIAL ASSIGNMENT OF GAS PURCHASE CONTRACT - Page 2
EXHIBIT B PAGE 4
STATE OF Texas ) ss.
▇▇▇▇▇▇ County)
The foregoing instrument was acknowledged before me this 22 day of
September, 1989, by L. L. ▇▇▇▇▇ of SHELL WESTERN E&P INC., a Delaware
corporation, on behalf of the corporation.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Notary Public in and for Texas
My Commission Expires: ▇▇-▇▇-▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇) ss.
Third Judicial Dist.)
The foregoing instrument was acknowledged before me this 8th day of February
1990, by H.P. ▇▇▇▇▇▇, Jr. of ARCO ALASKA, INC., a Delaware corporation, on
behalf of the corporation.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Notary Public in and for Alaska
My Commission Expires: 8/24/93
PARTIAL ASSIGNMENT OF GAS PURCHASE CONTRACT - Page 3
EXHIBIT B PAGE 5
EXHIBIT C
This Exhibit contains examples of the basic calculations necessary to
implement the Agreement. The sample year is 1998. The three basic calculations
illustrated are (1) swing rate, (2) price and (3) the ACQ.
1. Swing Rate - The calculation of swing rate is illustrated in paragraph
5.4(a). The projections of maximum daily demand on all suppliers (MMcf), total
purchases from all suppliers (Bcf) , and Total Market Out Volume (Bcf) will be
made to two decimal places. The calculation of swing rate will be made as shown
and truncated at three decimal places. The result will be rounded to two decimal
places.
To illustrate using the projections in paragraph 5.4(a):
Swing rate 1988 = (11/33) x 235 = 78.33333...
Truncate to 3 decimal places = 78.333
Round to 2 decimal places = 78.33
The projections in paragraph 5.4(a) use an estimated Total Market Out
Volume of 8.00 Bcf, a whole number shown in Schedule 1, to determine ACQ. If
estimated Total Market Out Volume were not a whole number, the ACQ would be
determined by interpolation. Interpolation is illustrated in paragraph 3, ACQ,
below. The calculation of ACQ when Total Market Out Volume is not a whole number
will be truncated at three decimal places and then rounded to two decimal
places.
2. Price - Price calculations will be truncated at 5 decimal places and
rounded to four decimal places. Intermediate calculations (e.g., calculation of
an average price) will be truncated at five decimal places and carried through
the calculation.
To illustrate the calculation of the price for Schedule 3 volumes, assume
that the sum of the prices for LSCOF each day in the calendar quarter ending
September 30, 1997, is $1,266.61 per barrel and that values were reported for 66
days. The average daily price per barrel for LSCOF is:
($1266.61/66) = 19.1910606...
Truncated to 5 decimal places = 19.19106
EXHIBIT C PAGE 1
The price, effective January 1, 1998, for Schedule 3 volumes is:
$1.55 x (19.19106 / 18) = price for 1998
$1.55 x (1.06617) = price for 1998
Truncated to 5 decimal places = 1.65256
Rounded to 4 decimal places 1.6526 = price 1998
3. ACQ - Shortly after the end of 1998, the Total Market Out Volume for
1998 will be known and the ACQ for 1998 can be calculated. To calculate the ACQ
for 1998, first state the Total Market Out Volume in Bcf truncated at three
decimal places, then round to two decimal places.
For example, if the Total Market Out Volume ("TMOV") for 1998 is
8,669,836,000 cf:
Stated in Bcf: 8.669,836,000
Truncated to 3 decimal places: 8.669 Bcf
Rounded to 2 decimal places: 8.67 Bcf
The ACQ is calculated by interpolation as follows:
Step 1 (Calculate difference between actual TMOV and next higher TMOV from
Schedule 1):
Next higher TMOV from Sch. 1 = 9.00 Bcf
Less: TMOV 1998 8.67 Bcf
----
Difference 0.33 Bcf
Step 2:
[ (Step 1 calculation) x (ACQ 1998 @ TMOV=8 - ACQ 1998 @ TMOV =9).
[ACQ 1998 @ TMOV = 9] =ACQ 1998
Step 2 (substituting values from Schedule 1 and the Step 1 calculation:
[(.33 Bcf) x (11 - 10.5)] + [10.5] = ACQ 1998
[ .165] + [10.5] = 10.6650
2
EXHIBIT C PAGE 2
Step 3:
truncate to 3 decimal places = 10.665
round to 2 decimal places = 10.66 Bcf
ACQ 1998 = 10.66 Bcf
4. Rounding - The first step in rounding is to truncate to one decimal place
greater than the desired number of decimal places. For example, if four decimal
places are desired (as in the price calculation) and the "raw" number is
$19.1910606..., the "raw" number is first reduced to five decimal places by
dropping all digits after the fifth decimal place. The truncated "raw" number is
$19.19106.
The second step in rounding requires inspection of the last digit.
If the last digit is: To round, drop the last digit and:
6, 7, 8, or 9 add 1 to the next to last digit
0, 1, 2, 3, or 4 do nothing to the next to last digit
5 do nothing to the next to last digit if it is even.
If the next to last digit is odd, increase the next
to last digit by 1
Examples:
(a) 25.62047 rounds to 25.6205
(b) 19.13214 rounds to 19.1321
(c) 12.47620 rounds to 12.4762
(d) 11.31965 rounds to 11.3196
(e) 11.31955 rounds to 11.3196
3
SCHEDULE 1
ANNUAL CONTRACT QUANTITY(BCF)*
Total
Market-Out
Volume (BCF) 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
------------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
0 15.44 15.44 15.44 14.44 14.00 15.00 15.00 15.00 15.00 14.00 13.00 13.00 12.00 12.00 12.00 12.00 12.00 12.00
1 14.44 14.44 14.59 13.69 13.50 14.50 14.50 14.50 14.50 13.50 12.50 12.50 11.50 11.50 11.50 11.50 11.50 11.50
2 13.44 13.44 13.74 12.94 13.00 14.00 14.00 14.00 14.00 13.00 12.00 12.00 11.00 11.00 11.00 11.00 11.00 11.00
3 12.44 12.44 12.89 12.19 12.50 13.50 13.50 13.50 13.50 12.50 11.50 11.50 10.50 10.50 10.50 10.50 10.50 10.50
4 11.44 11.44 12.04 11.44 12.00 13.00 13.00 13.00 13.00 12.00 11.00 11.00 10.00 10.00 10.00 10.00 10.00 10.00
5 10.44 10.44 11.19 10.69 11.50 12.50 12.50 12.50 12.50 11.50 10.50 10.50 9.50 9.50 9.50 9.50 9.50 9.50
6 9.44 9.44 10.34 9.94 11.00 12.00 12.00 12.00 12.00 11.00 10.00 10.00 9.00 9.00 9.00 9.00 9.00 9.00
7 8.44 8.44 9.49 9.19 10.50 11.50 11.50 11.50 11.50 10.50 9.50 9.50 8.50 8.50 8.50 8.50 8.50 8.50
8 7.44 7.44 8.64 8.44 10.00 11.00 11.00 11.00 11.00 10.00 9.00 9.00 8.00 8.00 8.00 8.00 8.00 8.00
9 6.44 6.44 7.79 7.69 9.50 10.50 10.50 10.50 10.50 9.50 8.50 8.50 7.50 7.50 7.50 7.50 7.50 7.50
10 5.44 5.44 6.94 6.94 9.00 10.00 10.00 10.00 10.00 9.00 8.00 8.00 7.00 7.00 7.00 7.00 7.00 7.00
11 4.44 4.44 6.09 6.19 8.50 9.50 9.50 9.50 9.50 8.50 7.50 7.50 6.50 6.50 6.50 6.50 6.50 6.50
12 3.44 3.44 5.24 5.44 8.00 9.00 9.00 9.00 9.00 8.00 7.00 7.00 6.00 6.00 6.00 6.00 6.00 6.00
13 2.44 2.44 4.39 4.69 7.50 8.50 8.50 8.50 8.50 7.50 6.50 6.50 5.50 5.50 5.50 5.50 5.50 5.50
14 1.44 1.44 3.54 3.94 7.00 8.00 8.00 8.00 8.00 7.00 6.00 6.00 5.00 5.00 5.00 5.00 5.00 5.00
15 1.00 1.00 2.69 3.19 6.50 7.50 7.50 7.50 7.50 6.50 5.50 5.50 4.50 4.50 4.50 4.50 4.50 4.50
16 1.00 1.00 1.84 2.44 6.00 7.00 7.00 7.00 7.00 6.00 5.00 5.00 4.00 4.00 4.00 4.00 4.00 4.00
17 1.00 1.00 1.00 1.69 5.50 6.50 6.50 6.50 6.50 5.50 4.50 4.50 3.50 3.50 3.50 3.50 3.50 3.50
18 1.00 1.00 1.00 1.00 5.00 6.00 6.00 6.00 6.00 5.00 4.00 4.00 3.00 3.00 3.00 3.00 3.00 3.00
19 1.00 1.00 1.00 1.00 4.50 5.50 5.50 5.50 5.50 4.50 3.50 3.50 2.50 2.50 2.50 2.50 2.50 2.50
20 1.00 1.00 1.00 1.00 4.00 5.00 5.00 5.00 5.00 4.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 2.00
* The Annual Contract Quantities shown in this Schedule 1 are the total
quantities which Buyer must buy and which SWEPI and ARCO must deliver.
ARCO shall supply one-third of the ACQ as provided in Paragraph 5.1 of
this Agreement.
SCHEDULE 2
QUANTITIES OF GAS (BCF) PRICED UNDER PARAGRAPH 7.2 (d)(i)*
Total
Market-Out
Volume (BCF) 1992 1993 1994 1995 1996 1997 1998 1999 2000
0 15.44 15.44 15.44 14.44 9.44 10.44 10.44 5.44 5.44
1 14.44 14.44 14.44 13.44 8.44 9.44 9.44 4.44 4.44
2 13.44 13.44 13.44 12.44 7.44 8.44 8.44 3.44 3.44
3 12.44 12.44 12.44 11.44 6.44 7.44 7.44 2.44 2.44
4 11.44 11.44 11.44 10.44 5.44 6.44 6.44 1.44 1.44
5 10.44 10.44 10.44 9.44 4.44 5.44 5.44 0.44 0.44
6 9.44 9.44 9.44 8.44 3.44 4.44 4.44 0.00 0.00
7 8.44 8.44 8.44 7.44 2.44 3.44 3.44 0.00 0.00
8 7.44 7.44 7.44 6.44 1.44 2.44 2.44 0.00 0.00
9 6.44 6.44 6.44 5.44 0.44 1.44 1.44 0.00 0.00
10 5.44 5.44 5.44 4.44 0.00 0.44 0.44 0.00 0.00
11 4.44 4.44 4.44 3.44 0.00 0.00 0.00 0.00 0.00
12 3.44 3.44 3.44 2.44 0.00 0.00 0.00 0.00 0.00
13 2.44 2.44 2.44 1.44 0.00 0.00 0.00 0.00 0.00
14 1.44 1.44 1.44 0.44 0.00 0.00 0.00 0.00 0.00
15 0.44 0.44 0.44 0.00 0.00 0.00 0.00 0.00 0.00
16 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
17 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
18 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
19 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
20 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Note:
For the years 2001 through 2009, all quantities are zero.
The zeros are omitted from the table for clarity.
* The quantities shown in this Schedule 2 are the total quantities priced
under paragraph 7.2(d)(i). ARCO shall supply one-third of the quantities
shown.
SCHEDULE 3
QUANTITIES OF GAS (BCF) PRICED UNDER PARAGRAPH 7.2 (d)(ii)*
Total
Market-Out
Volume (BCF) 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
O 0.00 0.00 0.00 0.00 4.56 4.56 4.56 9.56 9.56 14.00 13.00 13.00 12.00 12.00 12.00 12.00 12.00 12.00
1 0.00 0.00 0.15 0.25 5.06 5.06 5.06 10.06 10.06 13.50 12.50 12.50 11.50 11.50 11.50 11.50 11.50 11.50
2 0.00 0.00 0.30 0.50 5.56 5.56 5.56 10.56 10.56 13.00 12.00 12.00 11.00 11.00 11.00 11.00 11.00 11,00
3 0.00 0,00 0.45 0.75 6.06 6.06 6.06 11.06 11.06 12.50 11.50 11.50 10.50 10.50 10.50 10.50 10.50 10.50
4 0.00 0.00 0.60 1.00 6.56 6.56 6.56 11.56 11.56 12.00 11.00 11.00 10.00 10.00 10.00 10.00 10.00 10.00
5 0.00 0.00 0.75 1.25 7.06 7.06 7.06 12.06 12.06 11.50 10.50 10.50 9.50 9.50 9.50 9.50 9.50 9.50
6 0.00 0.00 0.90 1.50 7.56 7.56 7.56 12.00 12.00 11.00 10.00 10.00 9.00 9.00 9.00 9.00 9.00 9.00
7 0.00 0.00 1.05 1.75 8.06 8.06 8.06 11.50 11.50 10.50 9.50 9.50 8.50 8.50 8.50 8.50 8.50 8.50
8 0.00 0.00 1.20 2.00 8.56 8.56 8.56 11.00 11.00 10.00 9.00 9.00 8.00 8.00 8.00 8.00 8.00 8.00
9 0.00 0.00 1.35 2.25 9.06 9.06 9.06 10.50 10.50 9.50 8.50 8.50 7.50 7.50 7.50 7.50 7.50 7.50
10 0.00 0.00 1.50 2.50 9.00 9.56 9.56 10.00 10.00 9.00 8.00 8.00 7.00 7.00 7.00 7.00 7.00 7.00
11 0.00 0.00 1.65 2.75 8.50 9.50 9.50 9.50 9.50 8.50 7.50 7.50 6.50 6.50 6.50 6.5O 6.50 6.50
12 0.00 0.00 1.80 3.00 8.00 9.00 9.00 9.00 9.00 8.00 7.00 7.00 6.00 6.00 6.00 6.00 6.00 6.00
13 0.00 0.00 1.95 3.25 7.50 8.50 8.50 8.50 8.50 7.50 6.50 6.50 5.50 5.50 5.50 5.50 5.50 5.50
14 0.00 0.00 2.10 3.50 7.00 8.00 8.00 8.00 8.00 7.00 6.00 6.00 5.00 5.00 5.00 5.00 5.00 5.00
15 0.56 0.56 2.25 3.19 6.50 7.50 7.50 7.50 7.50 6.50 5.50 5.50 4.50 4.50 4.50 4.50 4.50 4.50
16 1.00 1.00 1.84 2.44 6.00 7.00 7.00 7.00 7.00 6.00 5.00 5.00 4.00 4.00 4.00 4.00 4.00 4.00
17 1.00 1.00 1.00 1.69 5.50 6.50 6.50 6.50 6.50 5.50 4.50 4.5O 3.50 3.50 3.50 3.50 3.50 3.50
18 1.00 1.00 1.00 1.00 5.00 6.00 6.00 6.00 6.00 5.00 4.00 4.OO 3.00 3.00 3.00 3.00 3.00 3.00
19 1.00 1.00 1.00 1.00 4.50 5.50 5.50 5.50 5.50 4.50 3.50 3.50 2.50 2.50 2.50 2.50 2.50 2.50
20 1.00 1.00 1.00 1.00 4.00 5.00 5.00 5.00 5.00 4.00 3.00 3.00 2.00 2.00 2.00 2.00 2.00 2.00
* The quantities shown in this Schedule 3 are the total quantities priced
under paragraph 7.2 (d) (ii). ARCO shall supply one-third of the
quantities shown.