rMJ£00~& c ~00&®©@ Susitna Joint Venture

Document Number

;(753 Please R,eturn To

DOCUMENT CONTROL

GAS PURCHASE CONTRACT

MARATHON OIL COMPANYJ SELLER

AND

ALASKA PIPELINE COMPANYJ BUYER

DECEMBER 16~ 1982

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Ceffni t1ons

Preeedent Coneitions

GAS PURCHASE CONTRACT

MARATHON OIL COMPANY and

ALASKA P"PEI..lNE COMPANY

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and Scope of Agre91!!nt

Reservations of Seller

Reserve Oaterminations and Provision fo.,. rni rd Party Sales

Quantity of GelS

Points of Delivery

Pressun

Measuring Stations

Measurements

Qua 1 i ty of Gas

Price

Billing

Fo rca Ma.1 eure

Oefa"l t and Tenni:;ation

TenD

Warranty of Tf tl e

Arllitration

Regula tory Bodie!S

Addresses

M1scel 1 aneous

Signature

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THIS AGREErtENT, me de and enter!d into a.s of the I~ day of

~,..~ , 1982, by and be~een ~tARATHON Oil. COf~PANY, hereinafter -refeM"'td trJ as "Seller'•, and ALASKA PIPELINE COMPANY, hereinafter referred

tc as "Suyer",

WHEREAS, Buyer awns and operates a natural gas pi~e1ine trans­

mission system within th• Stata of Alaska; and

WHERE.\S, Se11P owns or contro1s oi1 and gas leaseholds and/or

1 an cis 1 ocatad 0~1 or· near ~'1e Kana i Peninsula, A 1 aska, which 1 easeho 1 ds

and/or 1 ands are furt~er descr>ibed in Exhibit .. A" attached hent:2 and made

a part hereof, a~d Sel1er,~as a sup~ly of gas available from said leaseholds .

and/or lands and is clesi'rf4',~ of selling a portion of such gas to Buyer~ and "

WHEREAS, Buyer l.ie::.! ~·~s tc 'urehase ~uch gas from Se l : er for a

portion of the requirenents of iu. said system;

NGI THEREFORE, tn consideration of the premises and t."te mutual

covenants and agre.men~ herrei n contain~, the parties do hereby covenai't

and agree as follows:

I. OEF!NIT!ONS

. The part'f es her·eto have agreed that, except where the context

otherwise indicates anotner or different meaning or int~nt, the following

terms are intended and use<i herein and sh~l'l be construed to have meanings

as follows:

1. Th• ten.t "dayJ' sha 11 mean a period of twenty-four ( 24) consecutive hours beg·fnning and anding at eight o'c:loc:k a.m. local time.

2. Th• term ~mant,a shall mean a period beginning at eight o'clock a.m. on the fir1t day of a cQlendar month and ending at eight o'clock aem. on the first day of the next sw::ceeding calendar month.

3.. The t;erm "yearn shall 111tan a pEriod of twelve (12) con­secutive months beginning on January 1 ne.xt suc:eeding ~ie date deiiveries

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of gas c~mmenca hereunder, and beginning each succeeding date of Januar1 i. ine period of time from the date deliveries of gas commence her!under until t..,l foll~ing Janua~J l, and the j:llriod of time from t.~e 1 ast date of January 1 oc:cun-i ng during the term of :his Agresnent until the end of the tarm of this Agreement shall eaeh be ccnsidare<i ta be a year.

4. The tarm "gas" shall mean natural gas including beth gas well gas and oi 1 we 11 gas, and tha res1 dua gas tharefrom of merehantab l e qual i ty as das~ribed in Article X hertef.

S. The tarm "Mc:fll shall mean one thousand (1,000) cubic· feto

S. The tarm 11 del ivary eapaci t"/&C sha 11 mean the maximum quantity of gas, ex~,_.ssa<i in r.kf, which can oa withdrawn (subject tQ any 'Ia lid rules, orders and ~gulatians of any Stata or- Federal r-egu1atc1""'J body) in any one day from the t easaho 1 ds and/ or- 1 ands of Sel i er ecvered by this Agreement and which is available for d1live~J ta Buyer at the paints of delivery ne~­uncer at th1 pnssura proviciad for in Arti~l• VI htM!Cf.

7. The tarm "Annua 1 Contra~ Quanti~~~~ is the quantity of gas Selle~ agrees tc sail and deliver to Buyer and Buyer agrees to take and pay for, ore- pay foP if available wnat..,er taken or nat, tiuring each year of the tarm hemf, as said quantity is detarnrfne<i fr= tiJr,. ta -eima pursuant to th1 provisions of this AgreEmant. .

S. Tha tarm 11Total Ccntract Quantity" is tile !WD of t.a,e Annual Contract Quantities up tc but nat exceeding a total of eNc·hund~ fifty million (250,000,000) Mcf, as said quanti~J is datermined from time to time pu"'uant to th1 prov.isions of this ~t.

9. i'h1 tarm ••swirrg Rata•• shall mean the maximum rata of del ive~; of gas expresse<i in Mc'f j:ler ~Y which Buyer shall have the r-ight to ~ues-: Sellar ta dalivtr from tima ta time~ and which Saller shall have available for delivery, as said rata is datarm'fned f-rcm time tc time pur!uant to e.1e provisions of this A~t.

l 0. The tarm "F!RC" sna 11 raun the Federa 1 Energy Re9U 1 a tor-1 Comanssian or any succassar governmental authurity.

ll. The tarm ••stu" shall maan British ihermal Unit and t.,e term "M tu" sha 11 mean one mi l1i on a ri ti sh Th11"'na 1 Units • .

12. Th• tarm "gros.J heatiltCJ va 1 Ul 1' sha 1 1 mean thl tota 1 ea 1 ori fi c

va Tu•· Ut:''rUS.C in B ttl • s obtai ned by the eomp leta cc~u.sti on, at constant ~nslure, of 1!121 Ullunt of tha gu whi en wcu 1 d occupy a vo 1 umtt of one ( 1 ) C'Jbic foot at a ~aratun of six~J dagrHS Fahrenh1it (oo•F) ff sattJrata~ with watar vapor and under a. pressure equivalent ta t.;,at of thirty (30) inc:."tas of mercury at. thirty-two degrea..s Fahrenheit (32•F) and under standard gravitational forea (9SO.SSS ~. par second per second) with air of ~,. same ta!'r~Pera ture and pres .sure as the gas, when the prcduc:u of ccmeusti on ar'! cooled ta th1 initial tamperature o'f1 the gas and air and when the 'Mater forme<i oy eomeustion is condensed ttl the 1 iquid state.

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!Ia PREC!~ENT CONOIT!ONS ANO SCOPE OF AGREEMENT

1. Subject to all of the terms, conditions, ~ervat1ons ana

limitations herein set 10~~. Seller ag~~s to sell and deliver or cause

to be delivered to Buyer, and Buyer agrees to purd1ase and receive from

Se.11er, gas, in the quantities hereinafter provided which Se11er owns,

controls, or otherwise has the right to dispose of and which is produced

from or attr1butaole to Se11er' s lands described in Exhibit "A" attached

hereto and made a part hereof; subject, however, tc the reservation by

Se l1 er o'f s uffi ci ent gas therefrom for co~ l i ance "''; th any and a 11 gas

conmitments made by Marathon 011 Co~any prior to the data of this Agree:nent

including that certain Gas Purchase Contract, dated May 13, 1960, betw~en

Marathon 011 Company, et al, Seller, and Alaska ~ipeline Co~any, Buyt~.

u heretofore amt!nc.ed and supplemented (!~ Exhibit "S") 8

2. Each of the parties hereto agrees to proceed with due diligenc~

in a ;cod faith effort to octain Governmental authorizations as may be

neassary to enacle perlonnanc:a of this Agreenent. rne per'formanc! of this

Agreement is sucject to such Governmental authorizations being issued in form

satisfactory to both Seller and Buyer, and either pa~1 will have the right

to cancel this Agreement if such authorizations are not issu!d in form satis-. factory to suc:.h party on or before March 1, 1983. Each pal"'ty hereto sna 11

pro~tly noti'l'y the other party in writing when suc:h party has ree!ived

authorization and whether or nat it is acceptable. It is agreed and under­

stood that a· determination as to whethet- or not such authorization is

ac:at:)tab1e shall be made in the sole and exclusive discretion of the party

to whom such authorization is i s.sued. Upon receipt and acceptance by bot. '"I

Buyer and Sellet- of the necessary Governmental authorizations ~ferred to

above, Buyer and Seller agree to corrmence and prosecute with due di i i genca

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.. all things neassar-1 tc enable Seller to deliver and Buyer to receive at

the point or points of delive~J hereinafter specified the quantities of gas

ccnt-1ated by this Agresant. Subject to the other provisions of this

Ag1eement, the initial dalivery of gas hereunder shall ccamenca a.s soon as

S uyer• s an ct Sel 1 er• s 1'ac:11 i t1 as to recti vt and dll i ver gas from the Beaver

Cr-eek Unit Area are fnsta1led and o"erat1ve. If fnit'fal deliverJ of gas

hereunder has nat ccmmenea<t by Mards 1, 1983, as extenctea for time iost

because of foree majeure, ana if this failure te corrmenc:a delive~J is due to

the failure of either party ta prosecute the completion of its fac:ii1t1es

with ttle dua d11igenca required !Cove, then either pa~J wno fs then ready

and ao 1 e to =mn•nca parlormance h•reundar sha 11 nave the right and o~ti on·

to termi n-11:1 and an cal this AgrHment by serving thi ·rt;y ( 30) day!'-t advanc:!.

writtan not"ee upon the other part'J, whereupon both ~arties shall !.,~ .~lieved

of any '!'urtheJK~ 1 ia.b111 ty hereunder •.

3. Seller wi11 advise Suye~ ~araing tha productive status of .

eadt leasehold and/or tnct of land described in said Exhibit "A", and Selle!""

agrees as soon as practical ta inform Suyer a.s tc any reauc-:ions. of the

leaseholds and/or lanes cavel"'!d by this Agreement, including, without

1imitat1on7 any tarnrfnatioH, release, and/or assignment of any of the lease-

holds and/o,.-lands or pal""tions trtereaf cavered by this Agreement, and furthel""

agrHs as soon as practic:al ta 1nfoMft Buyer of a.ny changes in e.;,e produc::ive

status of any sudT leaseholds and/or lands. Seller shall not be precluded

from abandoning any wells or any lea.saholds or permitting the iaQsa of any

leasas or minerai l""ights which, in Sell•r's sale judgement, al""e dee~d to

be un~roductiv~ c~reialiy or without su.bstantial value; provided, h~ever,

Seller agr~..s to provide Buyer with copies of any regulator-/ authorizations

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~quired of Seller upon abandoning any wells or leaseholds or portions of

leaseholds or ~ermrttting the lapse of any leases or mineral rights or ~ortions

thereof.

III. R£SERVAT!OttS OF S£t.LER

Seller hereby expressly re$erves unto Seller the following rights

with respect to the leaseholds and/o~ lands covered by this Agreement together

with sufficient gas ~roduced from said leaseholds and/or lands to satisfy sue~

rights:

l. The r1ght to operate Seller's oil and gas producing ~roperties

ana to use gas produced fram such properties for operation of Seller's oil

and gas producing properties free from any control by Buyer in such manner as

Seller, in Se11er•s sale discretion, may deem advisable; including, without

limitation t:he right, but never the obl_igation, to drill new wel1$, to repair

and rewc .. k o~d wells, to renew o~ extend, in whole or in par"t, any oil and

gas lease eovered hereby, and to abandon any well or surrender any such oil

and gas 1 ease, 1 n who 1 e or 1 n part, when no longer dee.rned by Se 11 er to be

·capable of producing gas in paY,ing quantities.

2. The right, free from any ana all control by Buyer~ to continue

participation in or to form or to participate in the formation of any unit

which may include al1 or any part of Se11er's properties subject ~ this

Agreement, and thereaftar. to increas~ or decrease Seller's properties con­

tained in such unit sa formed and to pool and combine any unit or any ~~~

of any unit with properties owned by others; ~rovi ded, however J that this

Agreement sha 11 continue to apply to the i ntl!rest of Se 11 er in any unit so

fonned, or, having been formed, eon·tinued~ increased or (~reased., to t!'le

extant Se l 1 er 1 s interest in said. unit fs d,erived from the 1 and i ni ti a 11y or

subsequently made subject to ti'li:• Agrestent.

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3. rhe right eo use gas PrtJduc:ed from said leaseholds and/or

lands for delivery to the lessors of Se11er's leases comnitted hereto wnit:n

suc:h lessors are entitled tc lJSe under the tarms of such existing leases.

4. The right to usa gas produced from said leaseholds and/or

lands for the operation ~1 the facilities which SeTTer may install in order

ta ~ 1 i ver gas hereunder f n acc=rdana '.¥i th the tarms hereof.

S. To USI gas ~roduc:ad from the leases described in Exh~bit "A"

hereof for gas 1 f ft O~=Jentions.

6. Seller spe~ific:ally !""!Serves the Q.~~tusive r-ight t~ proc:ass,

or aus• to be p..-ocessed, at all times and fl-om timt tc tim~, gas to be

delivered Hereunder (and ta usa sud! gu as fuel for such Pr"Oc:es.sing), prior

to ·1elivery thereof ta Buyer fer the r-eccver"'J of lfquefiable hydroc:a'"'bons

(u. r than methane, except methane necassari1y removed in sud'! pro~e~sing), sulfur, helium ~.dtd other gaseous ~ompcments .. It 1s understood that Buyer

shall not acquire any right, title or- oth•r- intarest under t:nis Agre~"nerrt f n any products res ut"ti ng fran such Pl""'c:ass "! ng.

IV. RESERVE OEiE~INAi!ONS ANO PROVISION FOR THIRD PARTY SAL£S

1. Tht tin~ ''Seller-'s Gas Reserve" as used in this Agr9ment shall

mean the total quantity of future recavera.Qle ga.s contained fn the various

gas-bearing formations underlying the oil and gas leaseholds andfor lands

described in Exhibit "A,. attached hereto, wnic:h .tre attnbutac1e ta the

intarest of Seller, 1 ass the 'estimated val umes of gas r-eerved and/or her"e'to­

fore cczmrftted ta otners by Seller.. Exhibit "S .. at-tached htr"eto lists the

gas sales and rental obligations of SeYler wnic:h are in effect and outstand­

ing ~rior trJ

Z. P'r01ft1:'tly after the date of this AgrHment, s~ t} !1"" sha 11 make a

detar:nination of Se11er' s G.!.s Rese,-,,e and provide the r-esu1 ts the~of to 3uyer.

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Such determination shall include all gas-oearing formations in and unde~ ' Seller's oil and gas ieueholcis and/or lands that a~ subject to the ·terms

of this AgrHment. Seller shal1 make available to Buyer all infQrmation,

material and data whieh Seller has available and does not consider confidential

conceming Seller's Gas Reserve so that. Buyer can make its own determination

if it so desires. Should Bu.yer disagree ~ith Seller's determination, t~e

parties hereto shall endeavor to agree Ul'On a determination of Seiler's Ga.s

Reserve; provided, however, if agreement has not been reached within nine~/

(90) days afte~ Seller provides Buyer with said information, material and

data, then the detennin~tion shall be made cy arbitration as provided in

Ar-ticle XVII hereof. ihe ef'fecti'le date for said detarm'ination of Seller's

Gas Reserve sha 11 be the da~ cf t.'"ti s Agnement. Se 11 er' s Ga.s Reserve as .

determined ~ursuant to this Para~:· .. 1=r. 2 shall ~ain in effef;~ Ynti1 ~ .. e-

determined Ui'1der the provisions of Paragraph J of this Article ':'1. .

3. Redeterminations of SellerJs Gas Reserve shall be made in the

same manner as ~rovided in Paragraph 2 of this Article IV upon the written

request by eithe,. Seller or Buyer. but. in no event sooner t.'"tan one (1) year

after the date of the last determination; provided, however, if agreement

as to such Gas Reserve has not be•n reae.'"ted within ninet'J (90) days afte~

redetannination was requestad, then a redetennination shall be made by

arbitra~ion as provided in Article XVII hereof. ihe effective data fo~

any redetermination of Seller's Gas Reserve sha-11 be the first day of the

month following tile data of notia by either Seller or Buyer for suc:.i r-e­

determi na'ti~n.

4. If, as a result of the initial determination or redetennination

of Se11er•s Gas Reserve under Paragraphs 2 or 3 of this Article IV, it is

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datermineil thc.t Seiler-'s Gas Reser-ve is less than the undelivered portion

af the twa-hundred fifty million (ZSO,OOO,OOO) Mcf ant1c1patad ta be delivered .. ta Buyer- hereunder-, t.,en the Annual Ctlntnct Quantities and Swing Rates set

forth in Paragraph l of Ar-ticle V heM!Of r-emaining on the effective date

for such detarmination Qr redatarnrinaticn shall be adjustad a.s of s.uch data

by multiplying said Quantities and Rates by a fJ-action, the numeratar of

wnid'l is Seller's G.u Reserve as dat.ernrined or redetarmined and the denomina­

tor shall be the undelivered portion of said two-hundred fifty million

(ZSO,OCO,OOO) MC'f. ihe Total Contract Quantity will be reduad by an amunt

eq ua 1 ta the s lJIII o 1 s uc:h l"Sduc:'ti ans i n Ann ua 1 Ccntnct Q uan t1 ty •

5. Selle,- shall nave the r-ight and option during tne tarm herecf,

at any tim. or- t1ma, ta sell and dalivero gas ~~duad frem Seiler's Gas

gas purchasers set forth fn E.x.hibit "a• hereof; provided, however, such gas tc

be sold is nat~ in Selley-'s sole Judgement, needed to meet its obligations

In reaching its decision for such additional sales, Seller

agrees that it will nat on or aftar th• data hereof entar int:l a contract or

r:cntrac:ts for the sale of gas from Seller's GAS Reserve whieh ocligatu the

Seller- to ~l'fvay- mare than Seller's Ga.s Reserve 1ess t..,e undeiiver~d portion

of the Total Ccntrac:t Quantity and less th• IJJ'Ideliv.red ~ortion of delivery

ooligat1ons unde,- such other ecntnc:ts entered into by Seller suesequent to

the dati o1 ttti s AgT'ttmeat.

In acid1t1on, Seller will ~rovidl in the sales c:ontrac:ts with

said gas ~ur-d'luers that if any redatannination of Seller's Gas Reserve made

swsequent to said sale(s) is found to be less than that last det!rmined ¢1r

M!detarmined ~ursua'-'t to Paragraphs Z or j t;f this Ar-eic:le !V, the quantities

~ining to be delivered ta such purehaser{s) shall be reduc!d :o me~t the

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short fall in Seller's delive~ obligation to Buyer her~Jnder. It is,

however, expressly unders't:Qod and agreed that Seller shall not be liable

for its fai1ure or fnabi1ity to deliver to Buye~ the total quantity of gas

con~l ated henu.tnder by reuon of the inadequacy of Seller's Gas Reserve

~r the sale and delivery of gas in accordance with this Paragraph 5 to such

other purdtaser( s·).

6. Subject to a 11 the tanns, conditions, reservations, and

limitations set forth in this Agreement, $al1er wi11 deliver· to Buyer during

the term hereof a Tota1 Contract Quantity of gas up to but not in excess of

~o-hundrtd fifty m11 lion ( 250~:000 ,000) Mc'f, whieh will be delivered

exclusively from th~ lands and leaseholds described in Exnibit "A 11 • Seller

does not war-:·ant and Buyer agrees .that this Agreement sha11 not be c:nstrued

l:!y Buyer tha·t ·;etler has warranted! either expressed o.r implied, tha·~. St::let·'s

Gas Reserve as of the data of this Agreem~nt wi1l contain two-hundred fifty

millie~ (2SC,OOO,OOO} Mc'f.

It fs further agre!!d, that Buyer shail nave no c:a1l upon gas

from any other lands or leaseholds of Seller and that Buyer's right to gas

under·~ this Agreement is l im1ted exclusively to:~ gas produced from the 1 ands

and leaseholds described in E.xhibit "A" hereto. Sel1er, howeverll reser"'es

the right, in i t.s sole discretion, to speci fica lly add to the lands and

leaseholds described in said ~hibit "A~' without in any way enlarging its

del ivtry obligations hereunder •

V. QUANTm_OF GAS

1 .. Subject to the provisions of this Agreement, Se11er a<:;rees to

sell and deliver to Buyer and Buyer ag~s to take .and pay for, or pay for

if available whether taken or not, during each year during the term her~f,

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a quanti~/ of gas whi eh is at 1 east equa 1 to t.~e Annua T Contract Quanti t'/

shown in the fallowing seneaule:

Annual Contract Quanti ey Swing Rau Year- . (Mc1) (Mc1 oer"_ day~

1983 a,ooo.ooo 25,000 1984 9.000,000 32,000 1985 9,000,000 35,000 1986 14,000',000 100,000 1987 14,000,000 110,000 1988 15,000,000 120,000 1939 lS,QOO,OOO TJO,OOO 199Q 18,000,000 133,000 1991 19,000,000 130,000 1992 19,000,000 130,000 1993 27',000 ,000 125,000 1994 27,000,000 lis ,000 1995 2.7,000,000 95,lJOO 1996 16,000,000 GO,OOO 1997 12,000,000 35,000 rota1 Can·~ract Qua~Jti ty zsa,ooo,ooo Mcf The gas ta be d~l i vered by Seller- nereundera at any time and rnm time to time may, at Selle;-': option, btl delivered from Seller's gas reserve underlying

the i ea.ses awe red hereby within the (a) the Kenai Unit Area, (b) the Seaver

CrHk Unit Anta, or (c) d1e Trading Say Unit Area ("Unit Ar"@a.s"), or a.!"Jy

c:crrmination therecf. In or-dtJr- to enaaTe Buyer to develop hardware r~uire­

tneftU for each Unit Area, Seller will.c=opttr-ata with Suyer by ~roviding on

March 1 •. 1983, and on January 1 of each year thereafter a ..vri tt.!n 2 year

development plan for eac:b Unit Area.

2 .. Th• To1:al Cantnct Quantity, the Annual Centr~ct Quantiti~

and tht Swing ~ates set forth in Paragraph l of Article V hereof shall be

reduad ·~nenever- and ta the exts1t that any Lassor or L!S!Cl"'S within t.~e :<enai

Unit Area, the Seaver Cr!tk Unit A,._a or t:te rrading Bay Unit A,._a shall

exercise partially or whe2lly any ngnt to take in kind i-a share of royal tJ

gas attributable to Sell~r',s leat!tlolds anct/or lands cover!d ~Y this Aq~~rnent.

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3. Seller recognizes that Buyer's ability to take the Annual

~ntract Quantity is 1 imi ted to d!!t'.ands for gas 1nade on Buyer by Buyer's

customers ana that if said customers discontinue or reduce their demands for

Buyer's gas as a result of obtaining increased quantities of gas from any

sauree other than Buyer or any aff111ate of Buyer, then to the extent of

such increased quantities Buyer's Annual Contrac~ Quantity obligation to·

Seller shall be reduced, ana the Total Contract Quantity will be reduced by

an amcunt equal to the sum of said reductions in Annual Contract Quantities.

In such event, Seller's Swing ~te obligation shall be proportionally, ex­

pressed as a percentage, reduced simultaneously • . 4. Se 1 1 e~ further r-ecognizes 'tJ1a t Buyer' s ab i i i ty to take the

Ann~tal Con·~ract Quar.tity(s) provide~ for in this AgrE.!ment is limited to

demands for gas made on Buyer by increased demand(s) by Buyer's customers

and that if such cus1'".omeM' projected demand( s) fa i 1 to rna teri a 1 i ze, then

undue hardship will result as to Buyer. iherefore, no~Nithstanding any other

provisions of this Agreemen~, if, in its sole discretion, Buyer determines .

at any time and from time to time that Buyer cannot market some or a11 of

the gas to be delivered hereunder at the Annual Contract Quantity(s) pro­

vided for herein d~~ to a decrease in said projectad d~nd, auyer shall so

•• .. ne notify Seller in writing, no 1ater than April 1 of any year, identifying

lower annual quantity(s) which Buyer projects it wi11 be able to market

during the following year{s}; provid~, however, that notwithstanding ~,e

o·ener pro visions ot th.i s Paragraph 4, such l ow~r annua 1 quantity( s) sha 11

never be 1 ess t."lan seventy ( 70) perc:ent of the Annua 1 Con·tract Quantity ( s)

f~r any year( s) , set forth in Pangr~!)§l 1 of this Article V on the data

hereQf as adjusted pursuant t:o Paragraph 4 of Artic't e IV end Paragraphs 2 anc

3 of Ar-tiele V.

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As cf Janua~J 1 of the following year the Annual Contract

Quantity(s) shalT be the identified lower annual contract quant1t'J(S) as

set forth in the hereinabove rr.ntioned notice fl"'m Buyer; pl'"fJvided, however,

in a2n.sideration of the rel ftf provided by Seller ta Buyer-, Buyer agrees to

pay t= Seller for a11 gas dalfvered a prsril..lft on the then adjusted apJ)licable

ga:s pr1ca, including any premiwn deliverabil1ty d'lar-9e in ef'feet, as deUr.nined

by Article XI as fo11 ows:

If the Annua 1 Contract Ouan ti ty is ~educed

Fresm ro· Oi 1 o. osor- 1 ess

~" than 10.~ 20'.~ or ie.ss nmre than 20.0: JO.OS or- 1e:Ss

The Adjl.tSted Applicable ~ric:! per MC~ Snail be rncreased 3y

s.es l2o SJ Z1.41

Thereaftar, th~! Tcta l c.ant1·ac:t Quantity wi 11 be i r~vocab ly ~­

duc:ef! o:; an amaunt equal ta t.4ote. dif1erena between the scheauled quanti~~< s)

a.nd SUd'e lo. ''!r annual eof1trac:t quantity($) e· r'tl eased quanti~~( 5) II) and s~ 11 er

shall nave tna right ta c:omarit and da:fver al1 or any· ~crticn of such r-eleased

quantity(s) for Sel1erts awn usa or- tc any other ~urcllaser. ·

If Sel1ere na.s nat camrftud suc:h ~leuad quantit'J(S) to its

0\tlfn use or ancther- pure.~aser, Seller sha 11 nave the l'"i Sht and option to e.xtand

the tam of this Agreement by recoJflllitting such qua.ntity(s) ta Buyer, includ·

ing a Swing Rata whid'a, when divided by the· daily average of the quanti~/ :o

be del ive~d each year. yields a r-at1o of 1. 33, otherwise ~en the same tarms

and ecn.diticns sat forth he~in, prcvided St\llar giv.s Buyer written notie!

thrH (3) years prier to the end cf the tarm of this Ag~'1t.

If during the tarm hereof Buyer elects to r-educe the Annual

Contract Quantity u set forth hereinabove n Buyer agrHs to c:onc:urr!ntly M!duc:!

in the same proportion the Annual Contract Quanti~/ as to at1 other c:ontrac~

entered into by Buyer after November 1, 1982. Buyer also agres to take gas

ratably, in so far a.s operationally possible from an ot.1ers supolyin9 qas :o

Buyer during said year(s). For the ~u'tj:)cses hereof t."te t!nn ratably shall

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mean in the san'!e proportion as each supplier 1s applicable Annt.:al Contract

Qu~tity be!rs to the sum of the &p~licaole Annual Contract Quantities of ., all such suppliers for said year(s).

S. Seller shall, with aue d11igen,e, operate the iands and lease­

holds suejec.t to this Agreement in a skillful and reasonably prudent manner

tQ the end that Sel1er's delivery a~ac:ity shall be. maintained from time tc

time during the term hereof equal to the Swing Rates provided for in this

Agreement; provided, ne~aver, in the event Seller should at any time during

a year f!il or be unable to develop, or having developed fail to maintain,

the delivery capacity nec!ssary tJ~ deliver to Buyer the applicable Swing Rate,

the Swing Rat! for- the remainder of suc:h year shall be reduced to a quanti t:y

equal to Se11er's delivery capacity. Further, fol"' any year that the Swing

Rate is reduc!d to Seller's delivery capacity, the Annual Contract Quantity

for the rtmaindet r:f ;:.~ch ·year ~hall be reduced in the same propo-rtion as

the reduction in the Swing Rate. rn the event ""here is a further change in

Seller's delivery capacity during such ye~r. the Annual Contract Quantity and

Swing Rate for the remainder of such year sha11 thereafter be either fur"...her

reduc!d or increased, as the case may be, by the method herei'na.b.ove set for-:..'1;

provided, however, the Annual Contract Quantity and Swing Rate as may be in-

creased b~ the foregci ng provision sha 11 never e.xceed the Annual Contrac~

Quantity and Swing Rate for sud1 year set forth in Paragraph 1 of this

Article V on the data of th1 s Agreement. N(J such adjustment of Swing Rate

and Annual Contract Quantity during any year shall affect the Swing Rata and

An1.1ual Contract Quantity for any subsequent year, a.11 of which shall l""~main as

set forth in Paragraph 1 of Article V unless modified pul""Suant te other pro-

visions of this Ag~t; provided, however, if Sellar's deliver"; capac~ey . remains below the Swing RatA! for each of ~o successive yea~ after 1986,

then Buyer sha11 have the option to reduce the Swing Rate for eac.., remaining

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year- of ~~e term of ·tne contract by an amount equal to the diffe~nc~ be-eNe~n

Se 11 er• s de 11 vet-/ c:a~ac:ity maintained during and the Swing Rate for- ti'te 1 ast

such successive yea,.. Snould Buyer- exereisa this option, the Annual Ccntraet

Quantity will be redue.-s<t for each suCh r~-,aining year o.f the tarm of this

Agreement in· the sam~ p\·~part1cn, txp.,...~sed as a percentage, as the reduction

in the Swing Ratl for each such y~ar, and the Total Contract Quanti~/ will be

reducad by an amount equal ~.o the sum of such reductions of Annual CQntract

Quantity .. To detlmine the ~uantity of gu Buyer is ~uired tD pay Seller

for wh•th•.,. t,;'dtan or not, during any yea!"' that mare than one A.,nual Contract

Quan't!~J may be in tffeet, tha savera1 vcluznas of the Annual Contract Qua.n\.it"J

snal1 be pl"''ratec on the basis of the portion of the year eadt such volume

was in effect.

5. Sel1e.,.•s dalfve!"'V r::pacity may be dlta:nnined upon r-equest by •

either party by .actual measuaemeb;:.; .na calculations and shall be estimatf.d .

or calculated for eac:h r~~:~ntn in the months in whi d1 no ac:tua 1 t~s ts are macir!

using the result of the lut actual tat, if any, as the basis of t.ie estima·

tion. Tests may be mada by individual wells or groups of wells .. Each t~t

will ba for a period of !•even (7) ccnsaart1ve days during which time t:o,e we11s

'.¥ill be produc:ac at the ma.xitJUD efficient rata of flow, as detarmine~ by

Seller against the pressures pravidad for in Article VII nerecf or rmd.er- suc:h

other c=nd1t1ons as datarminea by mutual agnement of the par·eies. For pur­

poses a·f daterm"fning.Seller 1 S dalfver-J c:apac:ity, t.ie average of t.,e ratas

durfng the last ~o days of each tast shall be de~ ta be tha delivery

C3J:JIC:1 t"/ ..

1. If, cb.n•ing the tlrm of tni.s Ag~1!mlnt, Buyer: has not taken and

paid for or ~aid for ·..-nether taJcan or= nat, twa-hundred fff~J mi11ion (ZSO,OOO,OOO)

. Mc:1 (wh1d1 quantity may nave b~ r-educed fro•:i time to time pursuant to the

provisions of Paragra~h 4 of Article IV and Paragraphs Z, 3, 4 and :tte axel'"'-

eise of Buyer's option in Parag.,.aph 5 of Arti el e 1/ hereof) due to ~duc-:ions

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year- of t.;,a t~rm of the contract by an amount equa 1 to the di ffer"!nc~ be~e~n

Sel1er's daiive!'"'J capacity maintained during and the Swing Rate for the last

such successive year. Should Buyer exercise this option, the Annual Contract

Quantity will be reduced far ead1 suCh renaining year o.f the tarm of this

expressed as a perantage, a.s the reduc:ti .on

in the Swing Rata for tadt suc:h y1ar, and the Total Contract Quanti~~ wil 1 be

reducact by an amount equal ta the swn of sud1 reductions of Annual C..,t1ntract

Quantity. io aatlrmin• the quantity of gas Buyer is required ta pay Sel 1 er

for· whether tak., or not, during any year that more than one Annual Contract

Quant'!t'J may be in effect, the several val~JJMS of th:a Annual C'..ontract Quanti~/

shall be pror-ated on the basis af the portion of the year each such volume

was i n effect.

c. Selier's daliv~rv r::~acity may bt determined upon n!qu~st by •

either party by .ac:tual rneasurenet~: i .net calculations and shal1 be est'fmated

or ~11 c:ul at.ed for ead1 r~~:nth in the tlllnths in whi c:h no ac:tua 1 tJs ts are made

IJSing the result of the 1a.st ac:tual tat, if any, as the basis of t..,e estim~­

tion. Tests may be made by individual wells or groups of ~ells. Eac..;, t~t

wi11 be for- a pe'f"'focl o1 Stlven (7) ccns1c:utive days durin~ which time t.•u! ·,~~elis

·..-111 be producad at the rnaxil!l.UII at11 c1 ent rate 01~ fT ow, as detarmined by

Se11er- ag~inst the prusures providad for in Article VII her!Of or unaer sud't

other aJnclit1ons as datarmined by mutual agnenent of the par-ties. For pur­

poses of datarmining.Sellerjs dalivery capacity, the average of t.,e ntas

during the 1 a.st two days of tach tast sha 11 ba deene<i to be the deli very

c:apac:1 t:-J.

7. If, during the tanrr of this AgT"!!Nnt, Buyer has not taken and

paid for or paid for . ..,nether taken ora not, e.to-nundred fif~; million (ZSO,OOO,OCO)

. Mef (which quantity may h~v• b~ M!'ducad f~m time tc tima puMuant to the

provisions of Paragraph 4 of Article !V and Paragraphs 2, 3, 4 and :he exer--

cise of Buyer's option in Paragraph 5 of Article 'I hereof) due to neduc:-:ions . .T~-

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in any of the Annual ~nt1·act Quantities established in Paragraph 1 of this

Ar-ticle .'1 and such reductions were due to Sel1er's fai1ure or inability to

maintain the applicable Swing Rates, then the term of this Agreement sha11

be extended for a peri ad of time sufficient to enab 1 e Buyer tc purchase and

receive a 'iOlume of gas equal to the lesser Qf (1) the difference between

the volume aetua11y taken and ~aid for and said two-htl'ldred f1ft'J million

(250,000,000) Mcf (as may have been reducad as !Oove 'stated) or (2) the .total

of the reductions in Annual Contract Quantity 1-esuiting frem Se11er's failu1·e

or inability. Said extended period shall not excetd the time required for

Seller to deliver said volume at the rate of ninety (90) percent of Seller's

de 1 i very eapaci ty. The pri c:1 to be paid for any such gas sha l1 be the vo 1 ume

weighted average of. the pri as paid fo.,. gas de 1 i vered he"under subsequent

to the time Seller failed or was_ ur.~ole to maintain the applicable Swing Rates.

a.. It is .understood ana : gr"'ed that ncthi ng in this Agreement sha 11

be construed to require Seller to p~duce and deliver or Buyer tt pur-...hase

and receive from Seller or pay Seller for any quantities of gas in exc:ess of

that whieh may be Pl"""duc:ed under the applicable rules, regulations and orde~

·of regulatory bodies having ju~sd1c:t1.on. It is expressly understood t.,at

Buyer- s.ha11 have the right and option to purchase at any time and fr-om time

to time S!Jc:h daily quantity of gas as it desir-....s up to the Swing Rate t!'\en

in effect, and in addition, such daily quar1tities of gas, if any, in excgss

of the Swing Rate ~~en in effect which in Sell,r's so1e judgement can be

produc:.ad and delivered from Seller's lands and lea.~ehoid.s efficiently and in

accordance with good operating practice. It is M!eognized that Seller is not

ocligatad tc provide facilities to meet the quality specifications set for-:., .

in Article X for quantities of gas in excess of the Swing Rata in effec-= f~m

time to time, atitd therefore any additional gas which Buyer may e1ect to

ree2i ve under tJ,,;s paragraph, which is in excess of the capacity of Se i1 er' s

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facilities as t.Joten installed, may be by-~assed around sue.~ facilities and

t.ie quality specifications of Article X shall not a~~ly to such excess

quantity. ihe taking by Buyer of such by.,.pused gas shall be at Buyer• s

sole Msk.

9. In the event Buyer is ~uired by the provisions of this

AgreeDent ta ~ay Seller for a quanti~/ of gas which Buyer shall not nave

actually taken during any year of the tam her-!Cf. then during the years- next

suc::aeding the year in whidt Buyer has fa·f1ed to take the gas so paid for, a11

gas taken by Buyer from Seller whid'l is in excess of the .~nnual Contract

Quantity far" the current yaar- shall be known as Make-u;l Gas and shall be

del ive!'"'!d wi tnout dtarge ta Buyer until such excass equals the m:lunt of gas

prev1ously paid for but nat taken; provided, Buyer will pay Seller any prie2

differential between that pric:a pre,riously paid and 't't!t pria in effect when . such Make-up e.a.s is actually taken. In tn! event Bu)"~· has not by ~e enci of

the term of this Agnemnt made u~ ali gas paid for but net taken, then Se11er

shall r-efund, w1thcut intarest, monies tc Buyer for that portion of the gas

vctumes paid for but not taken which Setiar is ur&ab1e to deliver as a r·~ult

Make-up Gas when pr~ducad at their.dalivery capacity throughout the ~aining

Uti-m fol1awing the year 1n wnid1 Buyer has failed ta take the ga.s so paid for;

provided, however, in 1feu of accepting such refund, Buyer shall have the .

righ'r. and option to ~.xtMd the tarm of this Ag~ftment for a p~nod of time

whi c:n f s ~~uff1 c1 ent tc enab 1 u Buyer ta reai ve t.~a vo l wnes paid for but not

to dal'fve!" said voltJDe ~t the rata. o1 ninety (9Q) per-ant of SelleF's del.ivel"""J

capaeit:;.

iO. Natwithsi"..anding any other pr •vi~rfon in this Agreement to the •

e:mtr-al""'J, Buyer agrees to purchase, or to pay for if avai 1 able and not Uken r

-16-

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all of the oil well gas tendered by Seller to Buyer hereunder; subjec~, how­

ever, to Buyer's right tc r9fUse to accept delivery of any such gas pursuant

to the provisions of Article X henof.

VI. POINTS OF DEI..!VERY

1. The points of delivery for the gas to be delivered by Se1ler

~ Buyer he~under shall be at the- in1 et of BuyerJ s meter to be 1 ocated as

foil ows:

(a)

(b)

Kenai Un1 t Area - At ti'le u~stream f1 ange of Buyer's ... muter miter loc:atect in Section 30, Townshi~ S North,

Range 11 West, Kenai Peninsula Borough, Seward Base, and

Meri di an , A 1 as ka.

Beaver Creek Unit Area - At the u~s·tream flange of Buyer's

meter tn 1:~~ tnstalled at or near Buyer's existing pi~eline

within the NW 1/4 SW l/4, Section 7, Township 6 North,

Range 10 West, Seward Meridian.

(e) Trading Bay Unit Area - At a mutually agreeab 1 e point

between Seller's and Buyer's existing pipeline facilities

near Nikiski, Alaska.

2. As be~een t..,e pa.rties hereto, Seller shall be in control and

possession of the gas deliverable hereu~der anct responsible for any damage

to property or injury or de~:th of per~ons c:au.sad thereby, and Set 1 er sha 11 . .

pro teet, defend, and fndemni fy Buyer, its agents, servants, emp 1 oyees,

o1fi~ef"S, and director-s to the full extant that the law wi11 allow, prior

to the delivery tc Bt~yer. After the gas has b~n delivered to Buyer, Buyer

shall be d!emer t: be in exc!usive control and possession thereof and respon­

sit,le for any injur:t· or death of persons or damage to property c:aused thereby,

and auyl!!r sha 11 Prt~tact, dtfend, and indemnify Se 11 er, its agents, servants,

emo i oye~.~, of·~:; cers, and directors to the full extent that the 1 aw wi 11 a 11 ow.

-17-·-c--• ""·--··-····~··· .......... -······- ···- ··-·--··:~--.----··---..,~·-••··~····~-·-·--J

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VII. PRESSURE

1. The gas delivered hereunder at the points of deliver.~ specified

under Paragraphs 1 (a) and 1 (c) of Article VI hereof, :sna 1 i be de 1 i ve~d into

Buyer's faci1itiu at the pressure existing therein f1"'0m time tc time; pro­

vided, however, that Seller shall nat be required to deliver su~~ gas at a

pressure (a} irz ucas~ of seven hundred ( 700) pounds per squa~ inch gauge

prior to January 1, 1986; (b) in exass of f"lve-hundred (SOl)) pounds per

square i nd1 gauge from Januar-t 1 , T98S, throu,gn Oecenber 31 , i 992; nor (c) in

excess of O.C-hundred fifty (250) pounds per square i nc:h gaug1t thereaft!!r

dur-ing the tam heraof. Each year during the term hereof, Se~11er sha-11 pro­

vi de ~·JYer with a pressure forecast far each ot the next suceetadi ng· t'~

years. The use of sudt forecast:,! by Buyer shall be at Buy!r' !; sole ~sic.

2. The g-els delivered nere1:.rndar at the paint of delive!"jj specified

under Paragrah l (b) of Art~ c:le VI neneaf shall be deli ver-!<1 in·to Buyer's

facilities at the pr"'tS.ture existing therein from time to time l:1ut not in

exc:~s of one-thousand (1,000) r;r.unds pe? square inch gauge, anct so iong as

Se'l1er's natun1 well pressures ar-e sufficient to permit Seller to Qntinue

deliveries at such pressure existing in Buyer's lina. When the natural ~eii

pressures deel i ne Seller sna 11 net be required to de 1 i ver sue.~ gas at a

pressure (a) fn e.xc:es of seven-hundred (700) pounds pet- squat"! inch gauge

I'M Or ta January 1, 1986; (b.) in excass of five.-hundre<i (SOC) pounds per

square incn gauge fro= January 1, 1986, through Oecember 31, 1992; nor (~) in

excess of t.o-nundred f.1 fty ( 250) pound.~ per square i nd1 quage thena f"ter

during the tarm hereof.

3. Neither Buyer nor. Seller shall be obligated to install or

operate co~ression facilities ·in ord~; .. to deliver"oro r~eive gas he~under,

but either m~y do so at its option. tn the event, however, that t.,e gas

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cannot be delivered at the aforesaid pressures, and if neither Seller nor

Buyer installs or operates compression facilities; then either party, at its

o~tion, may request that the Unit Area in question oe removed from this

Agreement upon thirty days written notice tc the other par"ty, un 1 ess such . . o~er party advises the party giving such termination notice ~ithin said

thirty (30) day period that it elects to take steps to me~t such delive~J

pressures. In the event any Unit Area 1s removed from this Agreement, a

redetermination of Seller's Gas Reserve shall be made i~mediate1y upon such

removal in accordance with all applicable provisions of Article IV hereof.

4. Buyer shall make repor-...s to Seller, as o·ften as may be necessary

in practice, of the P.res.sure at which the gas is· being delivered he~under

and the ··Qte of such deliveries. Seller sha11 have agents or employees

avai1aol~ ·lt a11 times tc reeeive from Buyf!rzs dispatchers advic:es and re-

·quests for changes in the rates of deli·1ery of gas hereunder as required

by Buyer fTtJm time tc time. Buyer recognizes that Seller 1 s 'leaseholds are

situated in an isolated location and therefo~e a reasonable period wi11 be

·allowed for Saller tc eo~ly wi~ the.dispatching requests of Buyer.

VIII. MEASURING S!AT!ONS

1. Buyer shall 1nsta11, maintain, and operate or cause to be

operated, at Buyer's own expense, at or near each point of delivery, a

measuring ~uti on, designed and i nsta 11 ed in accordance with the current

recommendations of the American Gas Associ~tion, properly equipped with

orifice metars, and other necessary equipment, including gas t~erature

recorder, by which the volume of gas delivere~ hereunder shall be measured.

ihe orifice rneurs shall utilize f1artge taps and shall be installed, main­

tained, and operated wit.h volumes computed in accoMance with the American

Gas Association Gas :-teasurement Corrm1 t't!A! Rep on No. 3, revised 1969

(ANSI/API 2530, First Edition), and as such has been or may be revised

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from time ·to time. Sel1er sha11 have at:.cess to such metaring equipment at "

reas~naQ 1 e hours, but the ca i 1 bn ti ng· and a.dj u!;ti ng thereof !'ha 11 be done

by Su:.,er. Th• enang~I ng a.n~ 1 ntagra t'f ng of cha:F.s sha 11 Le done by Su:t·ier.

2. Sel1er may ins·ta11 ,. maintain, and operate, .at its own e.x~ense,

s~ch prusura ~iat.ars and check measuring equi~ent as it sha11 desire

and Buyer to the extant that Suyttr has the right to do so, hereby grants to

Sel1er the right to i r,sta 1 T , · ma i nt~ in , ana operate such equi ~ment in and .

connecta<i tc Buyer's measuring station or stations, provided that such equip·

ment shall be so installed as not to intarfere with the aperation of Buyer's I

measur-ing equipment. B.uyer shall have access to such check meuurin9 equip-

~•nt at reasonable hours, but the reading, calibrating, and adjusting thereof

and th• changing of charts st:~ 1 J be done by Se 11 er.

3.. Each party shall t.""" tna nght te bt p~sent at tha time of

any installing, reading, cleaning, ~anging, re~airing, inspecting, tasting,

calibrating. or adjusting dane in connection with the other•s measuring

equi pmant used in m~uuri ng deliveries hereunder. The records from such

·maasuring equipment shall remain ·the ~ra~arty of t!'1eir owner, but upon

request uc:n wi l 1 subnrf t to tha other i t.s records and <:harts, together with

eal~ulations therefrom, for inspection ana Ytrification, subject tc return

·..-ithin thirty (30) days aftar reaipt thereof.

4. In tht tv~t ! meter is out of Sirv1ei or r.gistaring inac:u-

rataly, the volumes of gas da11vered ~ereunder shall be !sti~ted:

(a) by u~ing tha ~1stnt1on of any che<:k meter or me tar-s if f nsta 11 e<i and accura ta 1 y M!gi steri nq , or in the abseca of (a);

(b) by correcting the error if t=e ~ercantage of error is ~scartainable by calibration, test, or mathe­matical ca 1 c:u 1 a ti ons, or in tht! absence of both (a) and ( b) , then :

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(c) by estimating the quantity of delivery by deliveries during periods under similar conditions when the meter was registering accurately.

5. At least once each month, Buyer shall verify the accuracy of

its measuring equipment and Seller w111 verify the accuracy of its check­

mtasuring equi~nt. If either party shall notify the other that it desires

to test the accuracy of any measuring equipment, the parties shall cooperate

to secure a prompt verification of the acc~racy of such equipment.

S. If, upon test, any ~asuring equipment is found to be not more

than one percent (1~) inaccurate, previous records of such equipment shall be

~a~sider~ assurate in computing deliveries hereunder. In the event any

measuring equipment shall oe found to be inaccurate to the extent that it

affects the measurement ac:curac~ by an amount ei<ce:zriing one per~ent ( 1 :'!),

at a recording cor-nsponding to the average hourly rata of f1 ow for ~1e I

period since the last preceding test, then any previous recordings of such

equipment shal1 be eorrect!d tc zero error for any period which is known

definitely or agreed upon, but in case the p~riod is not definitely knvwn

or agreed upon, such con-Kt1 on s'ha 11 ·be for a pe:··i od extending over one-ha if

(1/2) of the ti~ elapsed sinca the date of 1ast test, not excaeding a cor­

rection period of sixteen (15) days. If any measuring equipment is found

by test to be measuring inaccurately, such equipment shall be adjustad at

onea to measure accurately.

7. Each party shall preserve for a period of at least four (4)

years all test data, charts and other simi1ar records.

IX. ME.~SUREMENTS

1. The sales unit of the aa~ deliverable hereunder shall be one .. ( 1 ) r·1c:f of gas .

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Z. The vc 1 ume of t.+te gas de 1 i vered hereunder sha 11 be determi ne<l as follows:

(a) The unit of volume for the pu~ose of measure­ment shall be one (1) c~bic feat of gas at the base ~eratura of sixty degrees Fahrenheit (so•F) ana at a pressure of fourtaen and sixty-five hundredths (14.65) pounds per squa,._ 1 ndl absa luta with carrecti on for deviation from Boyle's ~w.

(b} Tha average absolute atmcs~neric pressure shall be a~sumed tc be fourte.n and seven-tenths (14.7) pounds to tha square inch, irres~ective of actual elevation or location of the paint of delivery above sea level or variations in such atmospheric pressure from time tc t1DII.

(c) Unless tha parties hereto agrH to the usa of a s~at test matncd, the s~eci f1 c: gravity of the gas del i vered hereunder sha 11 be detarmi nl<i by the use of a reeordi ng gnvi tomatar whi en is genera 11 y accaptad 1 n the indus try. When a ~oraing ~vitcmatar fs us~, ~~e !rit~metic:al averag• t~f tha SPKi f1 c g.,-avi ty of gas ~ r ::\J'i :-~g i:llrough tn• matars shall be used in co~ uti ng gas vo ~ wnes. ! f a s~at test method is uSlld, the s~eci fi c: gravity o1 Wle gas d•livered hereunder shall b• determined at monthly i ntarval s or mare often if found necassar=.' f n practi ca. My such tast sha 11 d•tarmi ne the specific gnvi ty tc be used in c:cmputation of volumes effective the first day of the fo 11 owing mcnth and sha 11 ,.:onti nue to be use<~ unti 1 changed in a 1 i ka manner by subsequent test.

(d) Th• talnflerature of the gas slia 11 be determi nea by a ~rei ng thermometer sa i nsta 11 ed that it wi 1 1 reecrd th• tlmtlerature of tile gas flowing through the matars. The average of th• record to tbe nea~st one d ... Fahrenh•i t { 1 °F). obtai ned while gas is being d•livered, shall be used in c~uting measurements for t..,at day.

X. QUALm OF GAS

1. Se11er agrees that:

(a) The gas delive~ hereunder shall nave a gross heating

value of net less ~han nine hundred fif~J (950) atu•s per c~cic

foot nor mere than one thousand fi rty ( 1 ,OSO) Stu's per cuoi c fo.ot.

In the event that the gross heating value of the gas tander!d for

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delivery hereunder falls below nine hundred fifty (950) Btu's per

cubic foot, Buyer shall have the right to refuse to accept said

gas so long as said heating va 1 ue r-emains be 1 ow nine hundred fifty

(950) Stu's per cubic foot. In the event that the gross heating

value of the gas tendered for delivery nere~nder exc!eds one thousand

fifty (1,050) Btu's per cubic foot, Buyer shall have the right to

refuse said gas so long as said heating value remains above one tnou­

sand fifty (1,050) Btu's per cubic foot.

(b) The gross heating value of the gas shall be determined

from a reprt!entative composite gas s~le taken at the point of . measurement by periodic: tast.s to be conducted monthly by Suyer , ... . . at such otr.er intervals as the parties may mutua11y agree. ihe

determrlnation may be made by means of a calorimeter using the

Thomas principle of calorimetry or its equal or by calculation

from the co~onent analysis using NGPA Publication Z145 (or ~~e

most recent revision) -- "Physical Constants of Paraffin Hl dro­

c:areons or Other Compounds of Natura 1 Gas".

Z. Seller agrees that the gas delivered hereunder:

(a) ~hall not contain more than four (4) pounds of water ~e~ million cubic feet of gas.

(b) Shall not contain more than one (1) grain of hydrogen

sulfide per one hundred (100) cubic feet of gas.

(c) Shall not contain more than twenty (20) grains of tota1

sulfur per one hundred (100) cubic feet of gas.

(d) Shall not contain in excess of:

(i) Thr!e percent (3:) by volume of car~on dioxide; or

(ii) One percent (1:) by vo1um~ of oxygen.

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(e) Shall not exc:eed one hundred t',~~enty degrees Fahrenheit

(1Z0°F) 1n t~eratura at the point of delive~J.

(f) Shall ba commercially free from dust, gums, gum forming

constituents, or other liquid or. solid mattar which might become

separat.ed from the gas in the course of transportation through ~ipelinas.

3. A11 units of measurements of gas ~uirea in this Article X

shall be at a t~erature of sixty degrees Fahrenheit (60°r) and at an abso­

iuta pressure of fourteen and sixty-five hundredths (i4.SS) pounds per square inch.

4. Buyer shall have the right tc refuse to accept delive~J of any

and aT l qas 'llhi en fa 11 s tc meet the qua 1 i ty requ'! :?nents of this Arti c T e ;c XI. PRIC!

. 1 • The aaacunt ta be paid by Buyer to Seller for gas de 1 i ''e~d to

Buyer hereunder shall ba as follows:

(a) Subjece to the provisions of Paragraph Z below, the base

pr1ca tc ba paid by Buyer to Seller for gas delivered to Suyer

he""'ndar sha 11 ba $2.32 per Mcf.

(b) As adj~atad ~ursua.nt to the pre vision of Paragraph Z

belaw there shall be added tc the base price a premium deliver­

ability charge of 3Sc per Mcf far all gas delivered during the .

year- 1986 and thenatt.r during the tarm hereof to the ~t!nt

tn1t Seller remains ccamitta<t to deliver the applicable Annual

Contract Quantities and maintains the ability to deliver, year

by year, at $llling fac't:lrs of 2.5 or mere during yean 1986 tl'trouqh •

1989, 2.ZS or more during tha year 1990 and 2.0 or mer~ eac~ year

thereafter. For purposes nereof the tarm "swi nq fac-:~r·u sna 11

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mean the ratio obtained by dividing Se11erJs delivery capacit~

by the daily contract quantity wher~ the "daily cor.tract quantit:/'

is the Annual Contract Quantity divided by tbr~-hundr!<i sixty-five

(365). The Annual Contract Quantity utilized shall be that for the

appropriate year as set forth fn Paragraph 1 of Article V as of the

date hereof. Notwithstanding other provisions hereof said Quantity(s)

shall for the purposes of this Paragraph 1(b) remain unchan~ed exc!pt

for those provided in Paragraph 4 of Article IV and Paragraphs 2 and

3 of Article V.

Z. It is expressly understood and .agreed between the parties t.1at

the base price and premium deliverability charge provided for in Paragraphs 1(a)

and l(b) shall be adjusted annually as follows:

Effective January 1, 1984, and on January 1 of each year :nere­

after during the. term this Agr~ement is in effect, the base price

and premium de1iverability charge shall be adjusted by multipl~ing

said base price and premium deliveraoility eharge by the following

ratio:

Th• Posted Price of No. 2 Fuel Oil on ~,e applicable

January 1 divided by the Posted Pr1c! of No~ 2 F~el Oil

o~ January 1, 1983.

The term Posted Price sha 11 1111an the posted pri ca of No. 2 Fue 1 Oi 1

FOS Tesoro Refinery, Nikiski, Alaska. In the event that ~,ere

ceases to be a posted pr1ce for ~o. 2 Fu!l Oil at Tesoro's Refinery

at Nikiski, postings ft:Jr ~{o .. 2 Fuel Oil as published in Platt's

Oilgram (or another mutually agr~d upon publication in the event .

Platt's Oil gram discontinues puol ishing such quotes) FOS refiner·"es

at or near Seattle, '.~ashincton, shall be substitutaa in the ratio .. described above.

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J. !t is furth!!r ex~ressly understood and agr!ed b~e-~een the parties

t:r.;.t the" shall be added tc the amounts determined pursuant to Paragraphs 1

and 2 of ttsi s Arti ele XI, so 1 ong as the fo 11 ow1 ng tax or taxes sha 11 be in

effect, the full amDunt of any tax or taxes paid by Seller 1rTUpective of

the madl or basis 01v i~sition. Th• tarm "tax or taxes" as used ne~in shall

mean ( 1) any tax (other than ad valorem, capital $'tcdc, genen1 prope~/,

or inc:::me and excess pr-ofits taxes) or (ii) similar charge now or he~aftar

levied, assessad or made Qy any governmental or native authori~J, including

any Fedaral windfall profits was, on the gas itself, or on the act, right

or privilege or ocCJpation of production, saver-ana, gathering, trans~orta-

. tion, sale or delivery of gas ~hid'! tax fs measur!d by ttte volume, value,

removal price, prevailing value (J;- sales price to Buyer of tha gas in question

but shall net inc:luea any value e&l":-.·ibutable to the liquid nydrcc:areons in

said gas, that are removed by proc:using; provi dad, however, t:hJ. t ~e tenn

••tax" shall nat be deemed tc include (·i) any proc:assing tax i~osed on Sel1er

because of the fact that g.u may be proc:assed or nand1 ed through or in an~'

plant, or (ii) any general fra.ndlise w imposed on ecrporations on account

of their COl1'Crata exi:sten<:a or on their r19f'1t to do business within t~e

stata as a foreign ecr):loration, or (iii) any delinquent interest and p1!nal ey

that may be attributable ta any ta.:c. Taxes or assessments appl i eac l e to any

reyal ty, overriding roya 1 ty. production payment, or sinr.f·1 ar i nter-..st sha 1 1 •

be eonsi dered ta be covered by the provisions hereof tc the extant r-eirreurse·

tl'l!nt made by Buyer tt' Seller with r-espect thereto f s passed on by Se 11 er tc

the owner of such royalty, averrid'fng royalty, production payment, or

sim1i ar interest.

The above provisions of this Paragraph 3 not'-¥ithstanding,

should Seller at any time pay ad valorem mineral rights property taxes attribut.u~ie

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~~ gas which Buyer has the right to receive hereunder, Seller will notify

euyer in writing, stating the amount ~,ereof, along witi1 adequate supporting

information, ana Buyer will, within thirty (30) days after the receipt of

such notice from Seller, reimbursa Sellar in the amount of such taxes. The

r.eimeunement shall be based upon tbe rat1o which the volume of ga.s Buyer has

the r1 ght tc racei ve hereunder as of tht. data of assessment bears to the tota 1

volume ~f gas ~serves underlying the properties subject to this Agreement as

of the as~assment date or in the event the lands subject to this Agreement

are not assessed saparataly but rather as part of other 1 ands, the reimburse­

ment shall be based upon the rat1o whicn the volume of gas Buyer has the righ~

to receive hereunder as of the date of assessment bean to the tota 1 vo 1 ume

of gas reserves underlying all the lands so assessed. Unless ~~~ total gas

underlying the properties is valued separately for assessment pur~oses, .

the amount of the ad valorem mi nera 1 rights pr"Operty taxes assigned to

the gas each year shall be that portion of t..,e total tax that the value of

the gas bean to the tota 'l va 1 ue of a 11 1 i qui cis and gas combined .as determined

by tne assessor before applying any cfep~iation citarges, operating c:~s~, or

present warth factors. The intent of this paragraph is that the Buyer sha 11

pay all ad valorem mineral rights property taxes ~asonably attributable to

ga~ which Buyer has the :1ght to receive hereundar, and the amount of such

taxes sha11 b• detarmined in an equitable manner• to produc:a that r-esult. ·

Nothing contained herein shall imply that Buyer has any title to any volume

of gas it has the right to recaive hereunder. Failure of Se11 er to notify

Buyer within six (6) months after the due data, of the payment by Seller of

any ad va 1 orem mi nera 1 ri ght.s proper1;y taxes on gas whi c:h Buyer has t.',e r-i gn"t

to receive hereunder shall constitute a waiver by Seller of tne reimour~emen~

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by Suy~r for that particular item, but shall not_ccnstitute a waiver of any

rights ta rei~unament for the payment of such tax for subsequent peri oct.s.

4. S•ilar agre-_s tc pay or causa to be paid ta the parties entitled

thereto al1 royalties, overriding royalties or like charges against said gas

or thereof. Buyer agrus to· l"timburse Sel 1 er far a 1 '( ,. excess roya 1 ty payments ••

which Seller shall be required .ta pay to the Stata of Alaska, United Statas

of Amari a o·r other roya 1 ty owners with res peet ta gas so 1 d ana de 1 i ve~d to

Buyer hereunder. Such pa~nts sha11 be made by Buyer to Seller within tan

(10) days fallowing ~aipt of statements from Seller the~for. The term

"excas.s royalty payments" as used herein is defined as the amount by which

actual royal~ paj~nt.s by Seller to the Stat~ of Alaska, United Statas of

.a.n.r1 ca, or other roy a 1 ty own en unc1er t.~e re!: :"~ti ve o i 1 and gas 1 eases "

subject to ~is Agreenant e.xc!eds the amaunt suc:n r:a:-ment 'NC!uld have be.n

if the roya 1 ey va 1 ue theM!under !'tad been ea 1 cu 1 a·tad upon the sums ~cei ved

by Seller punuant ta this ~nt.

XII. Bil.!.ING

1. Buyer shall furnisH a statement ~J Seller on or before the

fiftunth (15th) day of each ealenc1ar mcnth whjc:h states the tcta'! volume

of all gas delivered during the preceding ma~th. Buyer shall make payment

ta Se 1 1 er on or before the twenty-fifth ( 25 l~) day of each cal en dar month,

for all gas delivtred during the preceding mcnth according tc the measure-

ments, c~utations, and prica herein provided; however, under no circum­

stancas shall Buyer pay a pr1ce(s) that exceeds ~~fi applicable maximum lawful

prica(s) prescribed under the Natural Gas Pol icy A~ct of 197a or other

applicable regulation or legislation, insofar as r~gulatad gas is concerned,

but only so long a.s any such ga$ may be so ~ulated.

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2. Ead'l party sha 11 have the right at reasonab 1 e hours to examine

the books, records, and charts of the other party to the extent necessafj' to

verify the a.c:curaC'J of any statement, charge, or COfttt'utation made punuant

to the provisions of any Article hereof. In the event an error is discovered

in the amount b11 tea in any statement rendered by Buyer, such error sha 11 be

adjusted within thirty ( 30) days of the dete-nninat1on thereof. No error wi 11

be adjusted after tNenty-four (24) months from the date of such statement.

3. If Buyer shall fail in any year during the term hereof to take

tile Annual Contract Quanti~J, then Sel1er shall, within sixty (60) days after

the end of such year, render a bi 11 to Buyer for the amount of the deficiency I

based on the average price paid for gas deliver!d he~under during the last

month of the yeer in which such defi c:ieney occurred. In computins. tr1.: amount

due Seller for any defi cienc:'J in· takings by Buyer occuring during any ~'~·H',

the ft:l1owing quantities shall be deducted from such deficiency:

("a) The total of the dai1y quantities of gas which Buyer requests (up to and including the Swing Rate) and· which Se11er fails to deliver on any day or, days during such year.

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(b) The total of the quantities of gas not included ' in (a) above which Buyer is unaale to take on any day or days duJ-ing such year by reason of force majeure or for failure ta meet the quality requi~ents of Article X.

Buyer agrees ~ make fu,ll payment for the full anr:Junt for suc.1 deficiency

withjn fifteen (15) days after receipt of such bill.

4. W'f thout prejudice tc any other remedy or remedies of Sel i er he~-.

under or by operation of 1aw, if under the foregoing provisions of this

Article XII, the correct amount is not paid when due, absent of a bona fide

dispute as to whether such amount is aue, interest on any unpaid amount shall

be paid by Buyer which shall ac:rue daily at the rate provided by the r~RC for

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interest payable on ~funds or at the prime rate fn the absence of such FERC

interest rata. Buyer agres, not~ithstanding that a part of the payments

dua Set ler by Buyer may be in good faith eli spute, ~ make payment tc Seller

for thl fu11 amcunt ~han due. If all or any part of the payment is in good

faith d'fsp,uta, then tha amount of such ~ayment in good faith dispute shall,

whan recaived by Sellar from Buyer, be placed by Seller in an interest bear­

ing account until such geed faith dispute is settled. When any such settle­

ment is made tither in whcl• or in part in favor of Buyer, then Seller shall

within fi1'taen (15) days thereaftar make payment to Buyer for t.,e amount plus

intarest accrued ta data thereon for tttat part of such payment so settled in

favor ?f Buyer •. Tha amcunt plus interest to date thereon fc~ any settlement

made f1" l"!rt or in ~hole in favor of Sellar shall be for the ~~?:ount of

Seller.

X! I I. FORC~ f.1AJEURE

1. In th• event of either party hereto being rendered unable,

~hally or in part~ by fo~a majeure to carry out its obligations under ~,is

·Agreement~ ather than ~ maka payments due hereunder, it is a~r!ed that on suc:!'t

party giving natica ana ful1 particulars of such forea majeure in writing or

by ta1egra~h ta the other party as soon as possible aftar the occurr!nc! of

t.,e c:ause ,, ied on. the obligations of the party giving such notic:e as

far as they are affec'tad by such forea majeure, shall be suspended during ·~e

cont1nuanc:a of any inability so caus~ but for no longer period, and su~h

cause sna l 1 a..s far as poss1 b lt be renee; ed wi tJ1 all M!asonab 1 e dispatch.

The tarm "fore a ma.j eure1' u employed nerei n sna 11 mean acu of God, govern ..

mental acti an, stri kas, 1 oc~out.s, or other industria 1 di stureances, ac-:s of

the pub 1 i c enemy, wars, b 1 oc:kades, i nsun-ecti ons J ri ott, e~i demi cs, t ands 1; des,

1 i ghtni ng, eart.tt~uakes, fires, hurri c:anes, torna-:ioes, high ~; nds, stor.ns,

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stonn warnings, f1oods, tsunami, washouts, arrests and restraints of

governments and people, civil disturbances, explosions, breakage or acci­

dents to machinery or lines of pipe, the necessity for making repairs to or

alterations of machinery or lines of ~ipe, freezing of wells or lines of . . pipe, partial or erJtire failure of wells or sources of supply of gas, and

any other causes~ whether of the kind henin enumerated or otherHise, not

·within the central of the party claiming suspension and which by the exe~ise

of due ctf1igence suc:.n party is unable to pre'lent or overcome; such t!rm shall

likewise inc:1ude (a) in these. instances where either party her-etc is required

to obtain servitudes, righa-of-way grants, permits or licenses to enable

such party to fulfill its obligations hereunder, the inability of such pa~J

to acquire, or the delays on the pan. crf such party in acquiring, at r-eason-.

able ~stand after the exercise of ~asonable diligen~, suc."t servitud~,

r1~ht.s .. ~f-way grants, permits or licenses, and (b) in those instances when!

either party hereto is required to furnish materials and supplies for the

pu~ose of constructing or maintaining facilities or is ~uired to secure

permits or permissions from any gover-nmental agency to enable suc."l party to

fu1fi11 its obligations he·~under, the inability of such party to acquire,

or tne delays on the part of suc:n I:Jl~J in acquiring, at reasonable cost

~nd after the exercise of reasonable diligence such materials and supplies,

permits, and permissions. It is understood and agreed that the sett1 ement

of strikes or lockouts shall be. !f'iti~ly within the discretion of tne

party having the d1fficu1~, and that the above ~uirement that any

force majeu~ shall be remedied with all T'"'!asonelble dispatch shall

not require the settlement of strikes or lockouts oy acc!ding to tiH!

demands of any opposing party when such course is inadvisable in the

discretion of the party having the difficulty. In the event 3uyer or

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Selie~ nas invoked fore! majeure ana sue~ fore! majeure prevents Buyer .,

from taking and/or paying for the Annual Cont)-ac:t Quantity, expressed on a

daily basis, l)rovidea in Artic:lt V hereof for three nuna~d sixty-five (353)

consecutive days, Buyer or Seller will nav. the option of tarnrfnJ:ting this

. Agreement in the first thr"H mcnths following such three hund~d sixty-five

(3SS) consecutive days by giving thi~J (30) days l)rior wri~'an notice.

z. An evert of fo~e majeiJrt,. u herein defined, which causes a

major customer of S~yer to intarTUpt or- eurtai1 its gas purchases from

Buyer- shall be covered by Paragraph 1 above; pravidt'J, h~e'ler, Buyer agl""!es

that such fntaM"'Jption or curtailment pr"ediated or~ use of an altarnative .

fuel by sud! customers shall not be deemec to be an event of fora majeur-e.

3. In the event Buyer invokes fOrce majeu~e hereunder, Buyer agrees

tc take gas ~ Selle~ ratably 1n so far as operation~lly ~ossibTe, basad on

Jeliverabii1~J, wi ... h all others supplying ga.s tc Buyer during sue:.~ ~eriod.s of

force majeure ..

:.CIV. OE~AUt. i ANO i!~INAT!ON

1. If either party hereta si;Ja11 fail to perlorm any of the covenants

or obligations imposed upon it under and by virtue of this Agreement, ~~e

other- pa~J ne"ta, in ach:Ht1on ta any and all other- remedies which it may

nave, may at its option tarnrfnaa this Agreement by proceeding as follows:

iht party not in ciafault shall ause a writtan ncrtice to be served on the par:-1

in default~ stating specif1c:al1y the cause for terminatin~this Agreement and

declaring 1t ta bt the intention of tne party giving notice ta terminate the

same; ~hereupon th• pa~J in default shall nave thirty (30) days after the

sar11ce of the afoz-a..said notica in which to remedy. rsteve, or take all ..

appropri ata ac:ti on to remedy or l""Stove the cause or causas stated in t..,e

noti ~ for te'i""minati ng t..,e Agreement, and if,. '.¥i thin sa i a ~eriod of t.''li rty

(30) days,the part"J ·in defau1t does so remedy or take at1 apprepriat:a ac:-:ion

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to reme1y or remove said cause or causes and ful 1y protect, defend, a.nd

indemnify the party net in default f~n· any and all eonsequences of suc:h

breach, then such notice 3ha11 be wii:hdrawn and this AgrHment shall continue

in full fora and effect. In case th:e p~trty in default does not so r-emedy, .

re~ve, or take all ·appropriate action to remedy or remove the eause or

eauses and dc~s not indemnify the party giving the not·f c:e from any and a 11

consequences of such breach within said period of thirty (30) days, this

Agreement, at the option of the party giving the notice, shall baeome null

and void from and attar the expiration of said period.

2. Any terminatia.t of this Agreement under 1the provisions her-eof

shalT be without prejudice to the r-ight of either Buyer or Seller to collect

11ny a.mcunts then due by the other par"~/.

A.. 1"!RM ·-Sueject to the other provisions he reef, this Agreement sha 11 be

effective from the date hereof and shall continue and ~ain in full foree

and effect until December 31, 1997, or the fifteenth a.nniversar-1 of initial

deli velj', whi ehever is. 1 atarj pro vi de d., however, in the event Se 11 er has af-ter

the effective date hereof and prior ~ the 1 ater of Oec!mber 31, 199 7, or

said fif~nth anniversary, sold and delivered to Buyer the Total Contract

Quantity established under all the provisions of Articles IV and V hereof.

this Agreement shall thereupon tenninate. None of the covenants or ag~ements

made in th1s Agreement shall survive the expiration of the term he~f or any

extension the~f a.s provided herein.

XVI • WARJWm' 0 F nnE:

Seller hereby 1~arrants the title tc all ga~ delivered by Seller t~ • .

Buyer hereunder, the rig~t ta sell the same and that it is free from a11 iiens

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ana adversa claims, ana agrees, if notified tnengf by Buyer", tc imaemnify

ana defend Buyer against all suits, actions, debts, accounts, damages, costs,

losses, and expenses arising from or out of any adver1a legal claims of any

and all persans to or against said gas. Seller agrees tc pay or cause to be

paid all taxas and. assessments levied on the gas prior to its delivery to

Buyer, and to pay or causa tc be ~aid to the ~~~i es enti t 1 ea thereto a 11

~yaltiasF ova~iding ~yaltias or like charges against said gas or the value

thereof. In the etvent any adverse el aim of any character whatsoever is assar""tad

in resrJec" tc any of sa i ci gas, Buyer may rata in the purehase pri ee ti'lereaf up

to the amount of such claim without interest until sue~ claim has been finally

datarmi ned, as sacuri ty for th• perlannanc:~ of Seller' s ob l i ga ti ons ...,; th ,_

SiJect tc sud! cla•fm under this Article XVI, or until Seiler shall have fur .. .

nished bend to Buyer, in an amcunt and with sureties satisfactory to Buyer,

conditioned fOr ~1e prctaction of ·Buyer with respect to such claim.

XVII. ARSITMT!ON -·

Any di s,,utl ari s"f ng bet'..¥een Seller and Buyer under Faragraphs 2

and 3 of A~cle IV of this Agreement shall be determined by a boal""d of en~

( 3) a.rbitntars to be sal acted for each sudJ eantrcveny so arising as fallows:

Either Seller or Buytr may, at th1 tia• such board of artitration is desir~,

not1 fy ·the ot:t•r a1' the name of an arbi tn tor and suc:h ot.4oter party sha 11 ,

within tan (10) <tays th•rea.ftar, select an artitrator and notify the party

au iring arbitration of the name a1 such arbi tntcr·. If sue., ot.,~r- pa~y

snal1 fail tQ nama a second arbitrator within tan (10) days, then the ~arty

,,.,no fint sarved the notiea may, on reasonabl a no tic~ tc t."te other party, apply

ta the person wno fs than Chief Federal Judga of the Fed!ral Judicial Oistric~~

c~vtiring the Cook Inlet Basin Area for the a~pcintment of such second ar~i­

trator for and en behalf of the other party, and in such casa the ar~i~rator

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appointed by the person who is such Judge shall act as if named by the other

party. The two (Z) arbitrat~rs chosen as above provided shall, wi~1in ten

(10) days after the appo!ntment of the second arbitrator, choose ~ie third

arbitrator. and in the event of their failure so to do within said ten (10)

days, either of the par~ies hereby may in like manner, on reasonable notice

to the other party, apply to the person who is such Judge for the appointment

of a third arbitrat~r and in sucn case the arbitrator appointed by the person

who is such Judge shall act as the third arbitrator. The arbitrators selec~ed

to act hereunder shall be qualified by education, experience and training to

pass upon the particular question in dispute. The board so constituted shall • I

fix a reasonable time and place for the hearing, .at which time each of ~ie

parties her~ta may submit such evidence as it may s~e fit. rne action of a . .

majority of the members of such board sha l1 govern 1::.: cheir decisions in

writing shall be final and binding· on the parties hereto. Each party shall

pay the expense of the arbitrator selected by or for it and all other costs

of th• arbitration .shall be equally divided r.etween the parties hereto.

XVIII~ REGULATORY BOOIES

This Agreement is subject to all present and future valid orders,

rules and regulations of any regulatory body hav1ng jurisdiction. Seller

shall furnish Buyer with a complete copy of all material filed with or sub­

mitted to any regulator; body and a copy of any order, certificate, price •

determination (including orders reversing or remanding such price determina-

tion), rata increase letter, letter of deficiency, petition for price deter­

mination, application for abandonment (total or partial), applications to

delete acreage from a certificate, abandonment authorization orders, and

orders allowing deletion of acreage f~m certificates, or other relevant

c~rrespondence or directives issued in reference to such filings. Seller

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shall furnish Buyer with copies of a11 production, well test, comcletion and

reco~letion report3 fi1·ea by Seller with the appropriata ~ulatory body

having jurisdiction over the leases contracted hereunder.

XIX. :..;;;AO-.D.....,RE ... SSRiit'El

Until Buyer is otherwise notified in writing by Seller, the address

of Seller is and shall remain Post Office Box Z3SO, Anchorage, Alaska 99501,

Attention Oivision O~erations Manager, and unless Seller is otherwise notified

in writing by Buyer the address of Buyer is anci shall renai.n Post Office Sox

5ZSS, Anchorage, Alaska 99502. A11 notices required tc be given in writing

hereunder shall ba given ta the respective parties at such addresses or such

other adaresses as the parties respectively shall d~signate by written notic~.

and such notice, required to ba given in writing, shall not be de~ed to nave

been given until actual recai~t·:nereof by Buyer or Seller at the addres~

nerein provided.

:a. :.uscaL..ANEous

1 • ~Sc waiver by either party hereto of any one or mere defau 1 t.s

. by the other in the perlonnanc:a of anx provisions of this Agr9ment s na 11

operata or be construed as a waiver of any future default or defaults, .

wnethar of a like or af a different character.

2. This Agreement shall be binding upon and inure to the benefit

of the· 1 ega 1 representatives , succassors and assigns of t..,e respacti ve · par:i es

neratc and shall constituta a real right and covenant running ~1~~ the lands

and leasehold estates ccvered hereby, and shall be binding upon any purehaser

of Buyer's transmnssion system and upon any purchaser of the properties of

Seller which are subject to this A9reement; and Seller and Suyer both agr!e

~iat no sale of said properties of Seller or any part t,er!Of or of al1 or

substantially a11 of Buyer's said system shall be made unless the purehaser

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.. thereof sha11 assume and agree to be bound by this Agreement insofar as the

same shall affect and relate to the property or interest sold or conveyed.

It is agreed, however, that nothing contained in this Paragraph shall in any

way prevent either party hereto from pledging or mortgaging its rights here­

under for security of its indebtedness.

3. Seller shall not assign or sub-lease any lease dedicated heret~ ·

or any gas rights thereunder unless su~i.assignee or lessee ~tifies and joins

in this Agreement as a party Seller by executing an instrument describing sue~

leases and dedicating such party's gas and leasehold or other·estate therein

to t.ie performance of this Agreement.

4. Seiler hereby, and at no expense to Buyer, grants and assigns to

Buyer, insofar as Seller has the right to do so, a11 necessary easements and

r·igtrts-of-:.t~ay for the eonstruc~ion of pipelines and/or faci i ;ties necessary

or convenient to the de 1 i vel'Y or taking of gas ecvered by this Agre!ment.

S.. The part.ies tnLltua l1y agree that tile 1 aws of tile State of A 1 as!<a

shall apply to the taMms of this Agreement.

S. Subject to Paragraph 2 of Article II hereof, Buyer and Seller

expressly understand that enforcement of ~iis Agreement is subject to an

initial determination by the Alaska Public Utilities Commission that the

cost incurred by Buyer hereunder eonsti tutas re.asonab 1 e and ~coverab 1 e C:js-:

of Buyer's public Ytility business:

IN WITNESS WHEREOF, the parties hereto nave executed this Agreement

in two (2) originals on the day and year fi~t above written.

ALASKA P!PEL!NE COMPANY MARAirfON OIL COMPANY

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Page l of ll

Attached to and

1982, be!tween MARATHON OIL COM' AHY, as Se 11 er, and ALASKA P IPEl.!NE COMPANY, as

Buyer.

KENAI 'JN!T AREA

TOWNSHIP 4 NORTH, RANGE' ll WEST, S.M.:

Section 3: Protl'"acted Section 4: Section 9:

Lot 4, SW 1/4 NW l/4, W l/2 SW l/4 Survel

All N l/2, SW l/ 4, W l/2 S£ 1/4

The above describei2 parcel of land being covered by that e~rtain United States Oil and Gas L•a~:! issued effective 10/1/SS bearing serial number A ... Q28047, and which is inc.lu~ . .,~j in the Kenai Unit Area, Thirr1 Judicial Division, State ~f Alaska, and cont.!ni~g in the ag~regate, 1,359.52 !cres, more or less. ~arathorr gross interest is 50S.

TOWNSHIP 5 NORTH, RANGE ll WEST, S.M.:

Section 31: Lots 3, 4, 5, 7, 8, 10, E l/2 Section 32: A 11 Section 33: ·A 11 Section 34: NW l/4 ~~ l/4, S l/2 NW l/4, SW l/4,

W 1/2 SE l/4

The above descl'"ibed parcel of land being covered by that certain United States Oil and Gas Lease issued effective 10/1/55 bearing ser-ial ntrnDer A-028055, and which is included in the Kenai Unit Area, Third Judicial O.ivision, State of Alaska, and containing in the aggregate. 2,044.67 acres, more or less. Marathon gross interest is 50S.

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Kanai Unit ~r!a. (Con-:·'.d) - E.xnibit ''A"- ~age 2 of ll

TOWNSHIPS NORTH, RANGE ll WEST, S.~.:

Seetion 28: NW l/4 NW l/4, S l/2 NW l/4, SW l/4, W l/2 SE l/4 1 S£ l/4 SE l/4

Section Z9: A11 Section 30: l.ots St 6, 7, a, 9, ll, l2, lJ, 14,

15, E 1/2

The aocve described "areal of land being covered by that certain Unit~ States Oil and·Gas Lease issued effective 10/l/55 bearing serial numoer A-02SOSo, and which is included· in the Kenai Unit Area., Thiyad Judicial Division, State of Alaska~ and containing in the aggregate., l,41Z.23 acres, mc~e or less. Marathon gross inter~st is !OS.

TOWNSHIP 4 NORTH, RANG£ ll WE~~~ S.M.:

Sec-tion 17: Al 1 Section lS: Lots l; 2,. 3, 4, E l/2 W l/2, E l/2 Section 19: Lot l, NE l/4 NW l/4, NE l/4 Section 20: H l/2 NW l./4, SW l/4 NW l/4

The accve descr-ibed pareal of l.:tnd .~·~ittg eove!'"ed by that eartain St~te of Alaska 011 and Gas Lease issued effeetive ::/l/SS bearing serial number AQL .. 22J30, and ·.-nic:h is included in the l<enai Unit. Ar'ea, Thi·rd Judicial Division, State of Alaska7 ana containing in the aggregate, 1,598.90 acres, more or :ass. Marathqn ~oss interest is SOS.

TOWNSHIP 5 NORTH, RANG£ ll ~EST, S.M.: .

Section lS: SE l/4 S! l/4

The above describe<! pareal of land oeing e~vered by that certain Uilited States Oi 1 and Gas !.ease issued" effective ll/l/:a bearing seri a 1 nt.UnDer A-028103, and · ·..-hicn is inc:luc:tld in the Kenai Unit A..-ea, Third Judicial Division, State or Alaska, md containing in the aggregate., 40e00 acres, mere or less. Marathon gross intarest is SOS.

TOWNSH!F S NORTH, RANG£ ll, ~EST, S.M.:

Section 19: Lots 7, S, 9, ll, 13, S! l/4, E l/2 E l/ 2 Si l/ 4 SW l/ 4 , SC: l/4 rE l/4

Section 20: S l/2, NW l/4, SW l/4 NE l/4

The a.bove described pareal of land being cavet-ed by that C!rtain Unit!d States 011 and Gas Leue issuf!U effective ll/l/SS beuing stria.l numi:ler A-028140, c1r1c1 ·~hie.~ is inel·uded in the Kenai Unit Area, Third Judicial Division, State of Alaska, and e~ntaining in the aggregate, 749.53 ac:"r"es, more or less. MJra.tl"lon gross interest is 50%.

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Kenai Unit Area (Cont'd) • Exhibit •A• - Page 3 of 11

TOWNSHIP 4 NORTH, RANG£ ll WEST, S.M.:

P,.otract!d Section 5: Section 5: Section 7: Section 8:

Sur-vey All All All All

The above described parcel of land being eove~ea by that certain United States Oil and Gas Lease issued effective 10/l/SS bearing se~ial number A-028142, and which is included in the Kenai Unit Ar-ea, Thir-d Judicial Oivision, Sta·te of Alaska, and containing in the aggr-egate, 2,560.00 acres, mor-e or- lessu Mar-athon gross interest fs 50S.

TOWNSHIP 4 NORTH, RANGE 12 WEST, S.M.:

Se1:t1on l: Section lZ:

Section 13:

Lots l, 2, 4, 5, E l/2 E 1/2 Lots S through lS inclusive, Lot 20, E l/2 W l/2 S£ 1/4, E l/2 E l/2, E l/2 W l/2 NE l/4 Lots S through 12 inclusive, Easte~ly 2.50 acres of Lot 15, Easterly 2 .SO· ao·es of Lot 16, E l/2 MM l/4 NE l/4, E l/2 E l/2, E l/2 W l/2 SW l/4· NE l/4, E l/2 W 1/2 HW l/4 S£ l/4, E l/2 SW l/4 NE l/4, E l/2 r6l l/4 S£ l/4

The above described parcel of land being covered by that .cer·tain United States Oil and Gas Lease issued effective l1/l/5S bearing serial nunber A-028143, and which is included in the Kenc1i Unit Area, Third Judicial Oivis·iort, State of Alaska, and containing in the aggregate, 785~09 acres, more or less. Marathon gross interest is SOS.

TOWNSHIP 4 NORTH,, RANG£ lZ WEST, S.M. :

Section 12.: Lot 19

The above described pareel of land b,ting eavered by that certain Oil and Gas Lease date<1 3/4/59 (Lessor-: Joseph R. Fr"ibroc:k) which is included in the Kenai Unit Area, Thil'"d Judicial Division, State of Alaska, and containing in the aggregate, 2.49 acres, more or lessu Marathon gross interest is SO~.

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TOWNSHIP 4 NORrn, RANG£ 12 WEST, S.M.:

Stction 13: Easterly Z.SO acres of ~ot 13, Easterly 2.50 acres af Lat l4

The above described parcel of land being covered by that cartain 011 and Gas r.aase dated 2/25/59 (~esso..-: Paul P. Shadur-a, Jr.) which is included in the Kenai Unit A,.ea, ThirU Judicial Division,· State of Alaska, and ecntaining in the aggr-egate, 5.00 acres, mere a.- l1ss. Mar-athon grcss interest fs SO:.

TOWNSHIP 5 NORTH, RAMS£ ll WEST, S.M.:

Section 17: ~at S, NW 1/4 SW l/4, S l/2 SW l/4

The acove described pareal of land being eoverea by that certain Oil and Gas ~ease dated l0/29/SS (~essOI": Leo Patrick r.t:Canncl and Oaisy I<. r-tCanna) which is included in the Kenai Unit Area, Third Jud.ic:iaT Division, State ~ Alaska, and containing in the aggregata, 159.93 ac:res, mer-a or less. 1"1arathon gross interest is S'OS.

rOWHSH!P 5 NQRiH, RANGE ll WEST, S.~.;

Section l9: ~at 2, N l/2 NE l/4, SW l/4 NE l/4

The above deso-ibld pareel of land being cover~ by tnat certain Oil and Gas ~aue dated ll/lJ/SB \Lesser-: 01arTu StHlman) wnic:h is inc:lude<t in the Kerrai Unit Area~ T'nf.,-d Judicial Oivisian, State of AT uxa, and containing in the agg.,-egate, lJ9.3l acres, more o..- Tess. Marathon g.,-oss interest is so:o

nTwNSHIF S NORTH, ~ANG£ ll WEST, S.M.:

Section 19: ~ats lO and lZ

ine acove described pareal of land being c:over!d by that certain Oil and Gas Lease aatea 2/lS/59 (~•s~or: Rccert E. Jacobs and Carol !C. Jc\Coos) wnic:h is included in th1 Kenai Unit Area, Thir-d Judicial Division, Sta.ta of Alaska, and containing in the agg"gata, S.l4 acres, 11mre Or' less. Marathon gross interes't is sos.

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Kenai Unit A~ea (Cont'd~ Exhibit •AM - Page 5 of ll

TOWNSHIPS NORTH. RANGE ll WEST, S.M.:

Section 19: Lot 6

The acave described parcel of land being c:avered by that C!rtain Oil and Gas Laue dated S/ll/59 (Lessor: Clarles E. M1lier ·and Marjorie 1... fttfller) which is included in the Kenai Unit Jlrta, Third Judicial Division, State of Alaslca, and ~ontaining in the aggregate, 5.20 acres, more or less. Marathon gross interest is sos.

TOWNSHIPS NORTH, RANG£ ll WEST, S.M.:

Section 30: Lot 3

The acave described parcel of land being ccveroed by that certain Oil and Gas !..ease dated 2/28/5'9 (Lessor: Lottie B. Edelman and Edwin Edelman) which is included in the Kenai Unit ,Area, Thil"'c1 Judicial Oivision, State of Alaska, and containing in the aggregate, 20.96 acres, more or less. Marathon gross interest is SOS.

TOWNSHIPS NORTH, RANG£ ll WEST, S.M.:

Section 30: Lot 10

The above described parcel of land being ~ttvered by that certain Oil and Gas Lease dated 2/28/59 ( Lessor: Edwin Ede 1 man and Lottie a. Ede 1 man) wh; ch is included in the Kenai Unit Area, Third Judicial Oivision, State of Alaska, and containing fn the aggregate, So75 ac~es, more or less. Marathon gross interest

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TOWNSHIPS NORTH, RANG£ 11 WEST, S.M.:

Section 30: tot 16

The above described par-cal of land being covered by that c!rtain Oil and Gas Lease dat~ 3/21/59 (Lessor: Carl E. Johnson and Karin w. Johnson) whic!'t is included in tne Kenai Unit Area, Third Judicial Division, State at A1 aska, and eont~ining in the aggregate, 5.09 acres, more or less. Marathon gross interest is SOS.

TOWNSHIP 5 NORTH, RANGE 11 WEST, S.M.:

SK":ion 31: Lot 6

The a.bove described parca 1 of 1 and being cove!"ed by that C!rta in Oi 1 and Gas !.ease aated 3/20/59 (Lessor: ~ooel"'t L~ Scnmidt ana Ruth M. Sc:nmidt) whicn is included in the Kenai Unit Area, ihird Judicial Division, State of Alaska, ana containing in the aggregate, 5.19 acl"'es, more or less. Marathon gross interest . ,.a., 1S ~ ~.

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.. Kenai Unit Ar!a (Cont'~) - Exhibit ••A"· .. Page 6 of ll

TOWNSHIP 4 NORTH. RANGE ll WEST, S.M.:

Section lo: N l/2 NW l/4, SW l/4 NW l/4, NW l/4 sw l/4

ihe above described parcal of land being cave~ed by that certain State of Alaska Oil and Gas ~ease issued effective lO/l/55 bearing serial numcer AOL-00460, and wnids is included fn the Kenai Unit Area, Thfr-d Judicial Division, State of Alaska, and containing in the aggr-egate, lSO.OO acres, more or less. Marathon g~ss interest is SOS.

J:OWHSHIP S NORTH% RANGE ll W~ST, S.M.:

Section 17: That ~ortion of Kenai River lying within SW l/4 and SW l/4 SE l/4

The above desaibed par-cal of lana .being covered by that cert·ain Oil and Gas Lease issued effective ll/l/SS (Lessor: Ownership Undetermined) bearing serial ntmteer AOL-0?.397 ·~nicn fs included fn the Kenai· Unit Ar-ea, Thire~ Judicial Division, State of Alaska, and containin~ in the agg~egate, l.lO acres, more or less. Marathon gross intarest is SOS.

TOWNSHIPS NORTH: RANGE ll WEST, S.M.:

Section 30: A 1 1 lying westerly of coast 1 i ne Section 31: All lying westerly o1 coas;t1 ine

and

TOWNSHIPS NORTH, RAN~£ 12 WEST, S.M.:

Section 25: SE l/4 NE l/4, E l/2 S£ l/4 Section 36: E l/2

The above described pareal of land being eovered by that awtain State of Alaska 011 and Gas Lease issued effective l/l/50 bearing se~ial numeer AOL-OOSSS, and ·~nidi fs included in tne Kenai Unit Area, Third Judicial Oivision, .State of Alaska., and c:cntaining in the aggregate, 895.01 acres, mere or less. 1"1arathon gross interest fs SOS.

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Kenai Unit Area (Cont•d) Exhibit 11 A11 - Page 7 of ll

TOWNSHIP 4 NORTH, RANGE 12 WESi, S.M.:

Section l: Seetion 2: Section 11: Section 12:

All lying westerly of coastline E l/2 E l/2 E l/2 NE 1/4 All lying westerly of coastline

The above desc~ibed parcel of land being covered by that certain State of Alaska Oil and Gas ~ease issued effective l/l/60 bearing serial number A0~"00593, and which is included in the Kenai Unit Area, Third Judicial Division~ State of Ala.ska, and containing in the aggregate, 9SS.JJ acres, more or less. Mar·athon g~oss interest is 50S.

TOWNSHIP 4 NORTH, RANG£ l4~EST, S.M.:

Section lJ: All of w l/2. NE l/4, E 1/2 NW l/4 lying westerly of coastline

The above described parcel of land being covered by that eartain State of Alaska Oil and Gas ~ease issued effective 1/l/60 bearing serial numeer AOL-00594, and which is included in the Kenai Unit Area, Third Judici{l1 Division, State of Alaska, and contai11ing in th~ aggl'"egate, 88.92 acres, m~r~ ,.,.,. less. Marathon gr~ss interest is 50S.

TO~~SHIP S NORTH, RANG£ 11 WEST, S.M~ . .

Section 19: All of the SE 1/4 NW l/4, NE l/4 SW 1/4, S l/2 SW l/4 lying westerly of alastline

The above described parcel of land being covered by tnat cartain State of Alaska Oil and Gas ~easa issued effective 3/l/61 bearing ser'ial nt.mber AQ~ .. Q24ll, and which is included in the Kenai Unit Area, Third Juc.\icial Division, State of Alaska, and containing in the aggregate, 100.72 acres, more or less. .'1arathon gross interest is 50S.

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iRAOING SAY UNIT AR[~

JIZWNSH IP 9 NORTH. RANGE 13 WEST, S.M. :

Section 16: All Sect~on 17: S l/2, NE l/4 Section ZO: All Section 2l: All Section 29: Al'l Section 30: All Section Jl: All Section 32: All

rne above des a i bed pueal of 1 and being c:o vered by that c:al"t a i n State of A 1 ask a 0 i 1 and Gas I. east Issued effective 3/l/ &Z and beui ng seri a 1 number AOL ·l7!i94 , and Wlilid'l Is lr.r: lucled In the Trading Say Unl t Area, Third Judlc:i a 1 0 ivi sian, State of A 1 ask~, illtd -:ont.i f n i ng in the aggregate, 4 , 956 . 00 acres , more or 1 ess . ~aratnon gross inte~!S~ is SOSe

TOWNSHIP 8 NORTH. RANG£ 13 WEST, S.M.:

Section S: All Section 8 : . All Sect 1 on 7: All Section 8: All Section lS: All

The above diseribed parcel of land being c:overed by that c:el"tain State of Alaska Oil and Gas !.ease issued effective l0/1/&Z and bearing seri~l number AOL·lS729, and wllic:ll Is included in the Trading Say Unit Area, Tit ird Judic:i a I 0 i•li s ion, s ta.te of A 1 as lea, and c:onu in i ng In the ag!ll"eg ate, 3 , oas • 00 acres , more or 1 es s . ,\far'athon grosl interest is $0Ss

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Trading Bay Unit Area (Cont'd) - Exh i b it "A" - P aqe 9 of ll

TOWNSHIP 9 NORTH, RANGE 13 WEST. S.M.:

Section 26: W l/2 Section 27: All Sect 1 on 2S : A 11 Section 33: ~ 11 Section 34: An

The above described ~areel of land being covered by that eartain State of Alaska Oil and Gas Lease issued effective lO/l/52 and bearing serial numcer AOL-18730, and whi":h is fncluded fn the rrading Bay Unit Area, Third Judicial Oivision, State of Alaska, and containing in the aggregate, z,sao.oo acrest more or 1ess. Marathon gross interest is SOS.

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Exhibit ~A~ - Page lO of ll

BEAVER CREE< UNIT AREA

TOWNSHIP 5 MORTH 7 RANGE lO WEST, S.M.:

Sect 1 on 5 : E l/ 2 NE l/ 4 , S! l/4 Section S: NE l/4

ihe aacve describad ~areal of land being covered by that certain Unitac States 011 and lias L.ease f ssued t.ff ect 1 ve 9/l/Sa and bearing seri a 1 numcer A-028078, and which is fncludld in the Seaver- Cre.k Unit Area, Third Judicial Oivision,. Sta1:a of Alaska. and ccntaining in tne aggregata, 400.00 acres 7 more or less. ~aratnon gross inter-est 1s SOS.

. . TOWNSHIP 7 NORTH. RANGE lO WEST, S.M.:

Section 27: All Section 28 : S l/ 2, S l/2 NE l/4, NE l/4 NE l/ 4 ,

SE l/4 NW l/4 Section 33: All Section 34: All

ihe accve described pareal of land being cavered by that certain United States Oil and G~ L.eua issued effective 9/l/58 and bearing serial number A-02SOSJ, and witid'l is 1n~htdld in the Beaver' Creek Unit Area, Third Judicial Oivision, State of Alaska. and containing in the aggregate, 2,400.00 acres, mart or less. ,._,ar-athon grass int~est is SOS.

~SHIP 5 NORrH 7 RANG£ 10 WEST, S.M.:

Section 3: Section 4: Section 9:

Section 10:

N l/2, SW l/4, W l/2 S£ l/4 All

N liZ N l/2, S l/2 NW l/4., SW l/4 NE l/4 N l/2 NW l/4

·me- above d11seribed ~~eel of land baing eover-ea by tl'tat ~!rtain United States 011 and Gas L.eua issued ~ffective 9/l/Sa and bearing serial numeer A·02Sl.!.S, and wnid'l is inc:ludee in the SeJver Cre1tk Unit Area., Thira Judicial Oivision, State of Alaska, and containing in ~~~ aggregate, 1,560.00 ac~es~ mere or less. Marathon 9MJSS interest is SOS. ·

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Beaver Creek Unit Area (CQnt•d·) - Exhibit .. A. - Page ll of ll

TOWNSHIP 7 NORTH. RANG£ 10 W£Si, S.M.:

Section 32: E 1/2 E l/2

The above desc~ibed parcel of land being covered by that certain United States Oil and Gas t.easa issued effective 9/l/SS and· bearing serial number A-02SlZO, and wnic:h is included in the Beaver Creek Unit Area, Third Judicial Division, State of Alaska, and containing in the aggregate, 150.00 ac~es, more or less. Marathon gross interest is SOS.

TOWNSHIP 7 NORTH. RANG£ 10 WEST, S.M.:

Section 25: W l/2 SW l/ 4, S!· l/ 4 S"W l/ 4 Section 35: NW l/4, W l/2 SW l/4, NE l/4 SW l/4

ihe a.bove described parcel of land being cavered by t.n.1t certain United States Oil and Gas t.ease issued effective ll/l/82 and bearing serial number AA-50293, and which fs included in the Beaver Creek Unit Area, Thir-d Judicial Division, State of Alaska, and containing in the aggregate, 400.00 ac:~es, mor! or less. Marathon gross fnterest is lOOS. .

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At--...ac:hed ta and fornrtng par't of Gas Purchase CQntrac:t dataa

,..t2,c:.. /~ , 1982, between ~1ARAn«JN OII. COMPANY, as S1Tlar, and , AWXA PIPEI.IliE COMPAtrt, a.s Buyer.

Sis s~lts and rental obligations o~Marathcn 011 Company wni~,

arw fn effect and outstanding prfor ta the data of this Ag~nt:

1 • Gas I'Jurcnue C4ntnc:t. da.tad May 1 J, 1960, be~ Union Oi 1 Campany of California and Marathan 011 ~any, Seller, and Alaska Pip•lint Callpany, Buyer, as htrwtafore amtndad and supplemen~.

z. Natural Gis Rantal Agreement entered intc as of tht Tst day of January, 1966, by and bttween Union 011 C~ny of California and :iarathcn 011 C.any (Unian-.'4antnan), and Standara 011 ~any of california anc! Area A 1 aska, Inc. ( S taneard-Arco) , as n.rwtafore amended and supp 1 emantad.

3.. Sis S•les Agreem~nt, datld May 17, 1966, by and btt'Aun Union 011 ~any of ~ 1 i forn1 a and Mara than 011 CQmpany·, Sellar-, anct C f ty of Kana i , Alaska. Buyer, as heretafan am~ncfed and suppt~m~ntli'J.. ·

4. L. i c;uafi ,ad l!Q tun l a.s S•l•s Agreement, da t..ed ~~ rcn s, T 967 , by and bttwftn: Th• iokyc E1Ktric: Pa.r- CQmpany, Inc. and ·Tokyo Gas Company, l.iDrftad, Buyers; and Mar-a than 011 ~Y and Phiii ~ps Petroleum Co~any, S•llers, as h•,-.tafore amandaa and suppleNntae.

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