EXHIBIT 10.17
EXECUTION COPY
*** indicates material has been omitted pursuant to a Confidential Treatment
Request filed with the Securities and Exchange Commission. A complete copy of
this agreement has been filed separately with the Securities and Exchange
Commission.
CRUDE OIL JOINT MARKETING AGREEMENT
This Crude Oil Joint Marketing Agreement (herein the "Agreement") is
dated November 20, 2003 (herein the "Execution Date") by and between LINK ENERGY
LIMITED PARTNERSHIP (herein "Link"), a Delaware limited partnership whose
address is X.X. Xxx 0000, Xxxxxxx, Xxxxx 00000-0000 and CHEVRONTEXACO GLOBAL
TRADING (herein "ChevronTexaco"), a division of Chevron U.S.A. Inc., a
Pennsylvania corporation, whose address is 0000 Xxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000.
DEFINITIONS:
"Acquisition Cost" shall be deemed to be $*** for West Texas
Intermediate ("WTI") (sweet crude oil) and $*** for West Texas Sour ("WTS")
(sour crude oil), adjusted for transportation to ***.
"Additional Business" shall mean contracts in the Geographic Area
covering Equity Crude Oil and/or crude oil produced from new leases operated by
third parties and made subject to this Agreement.
"Base Business" shall mean the crude oil marketing activity conducted
by Link in the Geographic Area, which will be handled by ChevronTexaco after the
Effective Date, as further described in Exhibit "H" and Exhibit "I", Section 1,
each attached hereto.
"*** Acquisition Cost" shall mean the price at which ChevronTexaco pays
for line fill when, and if, ChevronTexaco becomes the shipper on the ***
pipeline segment, in accordance with Section 5 c of this Agreement.
"Effective Date" shall mean January 1, 2004.
"Equity Crude Oil" shall mean crude oil produced from leases operated
or controlled by ChevronTexaco, or an affiliate of ChevronTexaco, in the
Geographic Area.
"Excluded Contracts" shall mean contracts entered into by Link or Link
and ChevronTexaco, described in Section 2.e (i through iv), which are not
covered by this Agreement, by agreement of the parties.
"Execution Date" shall mean November 20, 2003 and shall be the date on
which the parties are bound to this Agreement.
"Geographic Area" shall mean certain counties in West Texas and eastern
New Mexico, as set forth on Exhibit "A" attached hereto.
"Net Margin" shall mean revenues less operating expenses, less crude
oil acquisition costs, and excluding overhead and taxes.
"Tariff" shall mean the tariff charged to a shipper to move crude oil
through a pipeline, excluding pipeline loss allowance or gravity adjustments.
REPRESENTATIONS AND WARRANTIES: Each party represents and warrants to
the other party that on and as of the Effective Date hereof:
a. It is duly formed and validly existing and in good standing
under the laws of its state or jurisdiction of formation, with
power and authority to carry on the business in which it is
engaged and to perform its respective obligations under this
Agreement;
b. The execution and delivery of this Agreement has been duly
authorized and approved by all requisite corporate, limited
liability company, partnership, or similar action;
c. It has all the requisite corporate, limited liability company,
partnership, or similar power and authority to enter into this
Agreement and perform its obligations hereunder;
d. The execution and delivery of this Agreement does not, and
consummation of the transactions contemplated herein will not,
violate any of the provisions of organizational documents, any
agreement pursuant to which it or its property is bound or, to
its knowledge, any applicable Laws; and
e. This Agreement is valid, binding and enforceable against it in
accordance with its terms, subject to bankruptcy, moratorium,
insolvency, and other laws generally affecting creditors'
rights and general principles of equity (whether applied in a
proceeding in court of law or equity).
1. OVERVIEW
a. Link intends to enter into a crude oil marketing arrangement
with ChevronTexaco in certain counties in West Texas and eastern New Mexico as
listed on Exhibit "A" attached hereto (the "Geographic Area"). Pursuant to this
Agreement, ChevronTexaco intends to either accept from Link an assignment of
certain of Link's crude oil purchase, sale, and buy/sell contracts in the
Geographic Area listed on Exhibit "B-1" attached hereto (hereinafter the "Link
Crude Oil Contracts") or the parties will endeavor to have the Link Crude Oil
Contracts re-executed directly with the counterparties and ChevronTexaco. The
Link Crude Oil Contracts are identified on Exhibit "B-1" attached hereto and
affect crude oil produced by third parties from certain counties in the
Geographic Area. Any such Assignment shall be effective on January 1, 2004
(herein the "Effective Date"), and shall be made pursuant to the form set forth
in Exhibit "B-2" attached hereto.
b. Within the Geographic Area, Link will continue to perform
certain business activities including the transportation of the crude oil on
Link's proprietary pipeline system pursuant to the Proprietary Pipeline Capacity
Lease Agreement attached hereto as Exhibit "C", transportation of the crude oil
by Link by truck pursuant to the Trucking Contract attached hereto as Exhibit
"D", buy/sell arrangements as set forth in Exhibit "E", and certain associated
services set forth in the agreement in Exhibit "F".
c. Certain Link Energy LLC employees will be interviewed for
possible employment by ChevronTexaco. The list of employees available for
interview and any employment transition is set forth in the Affected Employees
Agreement attached hereto as Exhibit "G." Link employees hired by ChevronTexaco
pursuant to this Agreement shall become ChevronTexaco employees as of December
1, 2003.
d. ChevronTexaco agrees to purchase Link's line fill inventory as
of the Effective Date, in accordance with the Linefill Purchase Procedures set
forth in Section 9 below.
2. INTENT
a. Crude oil marketing activity conducted by Link in the
Geographic Area prior to the Effective Date is referred to as Link's Base
Business (herein the "Base Business"). The scope of the Base Business includes
Link's purchases and sales of crude oil and the use of proprietary pipelines and
trucks within the Geographic Area.
b. After the Effective Date, within the Geographic Area,
ChevronTexaco will be purchasing crude oil at the lease, trading crude oil
purchased at the lease, scheduling, and accounting with respect to the Base
Business formerly conducted by Link. All decisions regarding such functions will
be performed by ChevronTexaco solely based on ChevronTexaco's independent
business judgment.
c. On and after the Effective Date, the parties anticipate that
ChevronTexaco will renew, extend or enter into new crude oil purchase, sale and
buy/sell contracts affecting the same oil and gas leases as the original Link
Crude Oil Contracts. For the purposes of this Agreement, any renewals,
extensions and new crude oil purchase, sale and buy/sell contracts covering
leases which were part of the Base Business and subject to this Agreement shall
be deemed to be a part of the Base Business. Any other business between Link and
ChevronTexaco not deemed to be part of the Base Business prior to the Effective
Date shall not be included in the Base Business, except as specifically agreed
to between the parties.
d. Likewise on and after the Effective Date, ChevronTexaco
anticipates securing additional volumes of crude oil as Additional Business, as
defined herein.
e. As of the Effective Date and for the term of this Agreement,
Link will no longer purchase lease crude oil or be the shipper of record for
crude oil produced within the Geographic Area, provided that this restriction
shall not apply to: (i) ***; (ii) ***; (iii) ***; or (iv) any other arrangement
agreed to be exempted from this restriction by agreement of Link and
ChevronTexaco, with the parties not unreasonably willing to consider exceptions.
The exceptions set forth in (i) through (iv) herein shall be referred to as the
"Excluded Contracts". Accordingly, ChevronTexaco will assume the role of named
shipper for all such volumes of crude oil previously shipped by Link, except for
the Excluded Contracts on and after the Effective Date.
f. Link and ChevronTexaco may consider opportunities to expand
this Joint Marketing Agreement concept into other regions in which Link
currently engages in crude oil marketing and transportation. Neither party is
under any obligation whatsoever to expand outside the Geographic Area and any
such arrangements will be covered by a separate written agreement between the
parties.
g. ChevronTexaco will review all transportation arrangements for
Equity Crude Oil, pursuant to Section 5.b.
3. TERM, RE-OPENERS AND TERMINATION RIGHTS:
a. This Agreement will be binding on both parties as of the
Execution Date and take effect on the Effective Date and remain in effect for
ten (10) years, subject to the re-opener provisions and termination rights
detailed below and continue from year to year thereafter. All agreements
executed pursuant to Exhibits C, D and F attached hereto, will have terms
contemporaneous with the term of this Agreement. All other agreements executed
pursuant to this Agreement shall have the terms set forth in each agreement, not
to exceed the term of this Agreement.
b. Either party may give notice to terminate this Agreement
without cause at any time after nine years from the Effective Date, provided
that the party desiring to terminate this Agreement shall provide at least ***
days prior written notice to the other party.
c. Neither Party can exercise the re-opener provisions set forth
in Section 3 e (i) or (ii) before ***.
d. Once a re-opener option is exercised by written notice, as set
forth in Section 3.e below, the parties will have *** days from the date of such
notice to mutually agree upon revised economic terms for the transactions
contemplated herein. Such revised terms may include a cash settlement from one
party to the other. If, during the *** period (the "Re-Opener Period"), mutual
agreement has not been reached, the party exercising the re-opener option shall
have the right to terminate this Agreement by giving written notice of
termination (the "Termination Notice") to the other party within the *** period
immediately following the Re-Opener Period. In such event, this Agreement shall
terminate *** after the date of the Termination Notice to the other party,
subject to any other terms of this Agreement. Any such termination of this
Agreement shall not relieve either party of any obligations incurred or accrued
prior to such termination.
e. Subject to the restrictions in Section 3.c, either party shall
have the right to exercise a re-opener option, from time to time by written
notice to the other party, provided that a party desiring to exercise a
re-opener option must give written notice of the exercise of such option to the
other party within *** days after the occurrence of any one of the following
events:
(i) *** paid by Link and ChevronTexaco to Link Energy
Pipeline Limited Partnership on volumes shipped on
Link Energy Pipeline Limited Partnership pipelines
fall below an average of $*** per month over a
rolling consecutive six (6) month period, using an
average of 30.4 days in a month; or
(ii) ChevronTexaco's *** accruing from its crude oil
marketing activities pursuant to this Agreement fall
below an average of $*** per month for a rolling
consecutive six (6) month period, using an average of
30.4 days in a month. The ChevronTexaco *** shall be
the total of the following:
- the *** from the Lease Economic Model set
forth in Exhibit "H" on the Base Business;
- the *** from the Lease Economic Model set
forth in Exhibit "H" on the Additional
Business;
- the *** to ChevronTexaco's transportation
rates and marketing differentials on the
Equity Crude Oil currently shipped on Link
or
Link affiliated transportation systems or
moved from other third party pipelines or
transportation systems to Link or Link
affiliated transportation systems as
calculated per the methodology in the Equity
Crude Economics Model set forth in Exhibit
"I";
- the *** on the WTI/WTS Buy/Sell agreements
entered into between the parties pursuant to
this Agreement, substantially in the form
set out in Exhibit "E-1"; and
- ChevronTexaco's total *** on inventory on
any storage plays plus ChevronTexaco's ***
on the Storage Buy/Sell Agreement,
substantially in the form set forth on
Exhibit "E-2"; or
(iii) Link and/or its affiliates divest all or
substantially all of Link's or Link's affiliated
transportation assets within the Geographic Area; or
(iv) Link (a) seeks the protection of the bankruptcy laws
or has a receiver appointed to manage its assets and
(b) is no longer able to perform its obligations
under this Agreement.
f. Any termination of this Agreement shall likewise terminate all
agreements executed pursuant to this Agreement.
4. TERMINATION PAYMENTS
a. If this Agreement is terminated prior to January 1, 2006
pursuant to Section 3.e (iii) or (iv), Link shall pay ChevronTexaco within
thirty (30) days after such termination date, a fee of $1,000,000 as
reimbursement for ChevronTexaco's expenses associated with terminating this
Agreement.
b. In the event Link intends to sell all or substantially of its
assets within the Geographic Area during the term of this Agreement, then ***.
c. If ChevronTexaco determines that it will no longer be in the
crude oil marketing business in the Geographic Area, Link shall have the option
to have the contracts pertaining to the Base Business or Additional Business
assigned to Link.
d. If this Agreement is terminated pursuant to a re-opener in
Section 3.e, Link will re-purchase at the Acquisition Cost the then remaining
volume of the original linefill volume sold by Link to ChevronTexaco, determined
by the following schedule:
YEAR OF AGREEMENT CALCULATED
FROM JANUARY 1, 2004 IN WHICH PERCENTAGE OF INVENTORY REPURCHASED BY
TERMINATION OCCURS LINK
------------------------------------------------------------------------
1 ***
------------------------------------------------------------------------
2 ***
------------------------------------------------------------------------
3 ***
------------------------------------------------------------------------
4 ***
------------------------------------------------------------------------
5 ***
------------------------------------------------------------------------
5. CHEVRONTEXACO EQUITY PRODUCTION AND BUY/SELL AGREEMENTS
a. Equity Production. On the Effective Date, Link will enter into
a buy/sell agreement with ChevronTexaco with a *** term, using the form set out
in Exhibit "E-3". If ChevronTexaco can obtain an ***, ChevronTexaco and Link
will mutually agree to *** with *** becoming the named shipper on the ***. If
the ***, Link will have the option, upon *** written notice, to enter into a
buy/sell agreement for the remainder of the *** term, using the form set out in
Exhibit "E-3".
b. Shipping. ChevronTexaco will use all commercially reasonable
efforts to ship or cause to be shipped its Equity Crude Oil on Link's or Link's
affiliated transportation assets and systems in the Geographic Area, provided
that Link or Link's affiliate can provide such
transportation at rates ***. ChevronTexaco shall have the right to review all
contracts subject to such market rates at any time throughout the term of the
Agreement.
c. Third Party Base Business Transportation. Within *** days
following the Effective Date, ChevronTexaco will have the option, upon giving
*** days written notice, to enter into transportation buy/sell agreements with
Link, using the form set out in Exhibit "E-4". During the term of this
Agreement, *** for ChevronTexaco, including ***, is published by Link or its
affiliates, ChevronTexaco and Link will mutually agree to ***, with ***
becoming the named shipper. During the term of this Agreement, ***,
ChevronTexaco will have the option, upon giving *** written notice, to enter
into a buy/sell agreement with Link using the form set out in Exhibit "E-4", at
economic terms consistent with Exhibit "H", adjusted annually pursuant to
economic indicators agreed to by the parties. If this Agreement is terminated
pursuant to the re-openers in Section 3 e while ChevronTexaco owns line fill in
the *** pipeline segment, Link shall purchase such line fill from ChevronTexaco
at the *** Acquisition Cost, prorated with Link paying ChevronTexaco the
percentage of the *** Acquisition Cost using the chart below. Year 1 shall be
the first year during this Agreement that ChevronTexaco purchases line fill in
the *** pipeline segment.
Year 1 ***
------------------------------------------
Year 2 ***
------------------------------------------
Year 3 ***
------------------------------------------
Year 4 ***
------------------------------------------
Year 5 ***
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d. Other Buy/Sell Agreements. Throughout the term of the
Agreement, the Parties may enter into other buy/sell arrangements as mutually
agreed.
e. Pipeline Connections. If economically feasible for Link, Link
shall pay any and all actual costs of connections to pipelines for shipping
crude oil, or to any pipeline or transportation system designated by Link.
6. LEASE ECONOMICS MODEL
a. The Lease Economics Model in Exhibit "H" and Exhibit "I",
Section 1, calculates the approximate net margin for the Base Business of $***.
Link represents to ChevronTexaco that, to the best of its knowledge, the numbers
used to calculate the Lease Economics Model are true and correct through
September 2003.
b. During the first *** of this Agreement following the Effective
Date, and if Link receives written notice from ChevronTexaco that such average
monthly Net Margin has dropped below $*** per month for a rolling consecutive
*** month period, Link shall adjust the fees charged to ChevronTexaco hereunder
and/or make a performance payment to ChevronTexaco so that the overall
ChevronTexaco monthly net margin is approximately $***, as calculated pursuant
to the Lease Economics Model in Exhibit "H" and Exhibit "I", Section 1. Each
economic adjustment shall only include the *** months in the notice period and
shall not duplicate months. The total possible adjustments and performance
payments by Link to ChevronTexaco under this Agreement shall only apply for the
first *** (12) months of this Agreement, beginning on the Effective Date, and
shall not exceed $***.
c. On and after the Effective Date, ChevronTexaco commits to
purchase crude oil from the leases associated with the Link Crude Oil Contracts
listed on Exhibit "B-1," using Link or Link affiliated pipelines and in
accordance with the historical operations of Link, so long as *** remain
unchanged. ***, Link shall have the ability to enter into transportation
buy/sell agreements with ChevronTexaco before ChevronTexaco ***.
7. TRANSPORTATION SYSTEMS - LEASE AND TRUCKING AGREEMENTS
a. On and after the Effective Date, Link will lease to
ChevronTexaco the total available capacity in its proprietary pipeline system in
the Geographic Area, which is not less than ***% of the total capacity in its
proprietary pipeline systems in the Geographic Area, pursuant to the Proprietary
Pipeline Capacity Lease Agreement set out in Exhibit "C."
b. On and after the Effective Date, Link will transport or cause
to be transported crude oil for ChevronTexaco pursuant to the Trucking Contract
set forth in Exhibit "D" attached hereto.
8. EXISTING CRUDE OIL PURCHASE, SALE AND BUY/SELL CONTRACTS
a. For any Link Crude Oil Contracts listed in Exhibit "B-1" that
are assigned from Link to ChevronTexaco on or after the Effective Date, any and
all obligations incurred and revenues accrued up to the Effective Date shall be
attributable to Link. This shall include all buy/sell imbalances. ChevronTexaco
shall be responsible for obligations arising under and revenues attributable to
the Link Crude Oil Contracts on and after the Effective Date and shall begin on
the Effective Date with zero imbalances.
9. INVENTORY (LINEFILL) PURCHASE
On the Effective Date, ChevronTexaco will purchase from Link the amount
of inventory (line fill) that is reflected on Link's pipeline statements as of
the Effective Date for the contracts covered by the Base Business, except for
those pipeline segments on which Link and ChevronTexaco mutually agree to enter
into transportation buy/sell contracts. On these segments, Link will continue to
own the line fill inventory. The price for the inventory shall be the
Acquisition Cost times the number of barrels set forth on Link's pipeline
statements relevant to this Agreement as of December 31, 2003, estimated to be
approximately *** barrels, with a variance not to exceed ***%.
10. BACK OFFICE - DIVISION ORDER AND IT SERVICES
Link agrees to provide division order and certain information
technology services to ChevronTexaco pursuant to the Division Order and
Information Technology Services Agreement attached hereto as Exhibit "F".
11. EMPLOYEE MATTERS
In connection with this Agreement, ChevronTexaco will interview and may
hire certain Link Energy LLC employees in accordance with the Affected Employees
Agreement described in Exhibit "G-1" attached hereto. Any transition services
involving Link Energy LLC employees shall be covered in accordance with the
Transition Services Agreement described in Exhibit "G-2" attached hereto.
12. NOTICES
Any notice required hereunder shall be in writing and deemed to have
been properly served if delivered personally, or if sent by courier, or by telex
or telefax to Link or ChevronTexaco at the following address:
Link: Link Energy Limited Partnership
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Vice President and General Counsel
Fax: 000-000-0000
ChevronTexaco: ChevronTexaco Global Trading
A Division of Chevron U.S.A. Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Lease Trading Team Leader
Fax: 000-000-0000
13. INDEMNITY
Each party in this Agreement shall indemnify, defend and hold the other
harmless from claims, demands, expenses (including penalties, interest and
reasonable attorney's fees) and causes of action asserted against the other by
any other person (including without limitation
employees of either party or any federal, state, local governmental authority)
for personal injury or death, or for the loss or damage to property, resulting
from the willful or negligent acts or omissions of the indemnifying party or
from the indemnifying party's failure to comply with federal, state, or local
laws or regulations relevant or applicable to the services and obligations
pursuant to this Agreement. Where personal injury, death, loss of, or damage to
property is the result of the joint negligence or misconduct of the parties
hereto, the parties expressly agree to indemnify each other in proportion to
their respective share of such joint negligence or misconduct.
14. DEFAULT
An event of default shall have occurred if either party fails to
perform any obligation herein. The non-defaulting party shall give written
notice of default to the other party, and, should the default not be cured
within ten days after receipt of such notice, the non-defaulting party may, at
its option, and without further notice, declare this Agreement terminated. Any
such termination shall not diminish any other legal or equitable right that the
non-defaulting party may have against the defaulting party for such breach. The
parties agree that should events occur which would cause a party to request
re-openers or termination under Section 3 herein, such events would not be
considered events of default.
Except for circumstances as set forth in Section 3 e.iv, where such
termination would cause Link to make a termination payment, an event of default
shall have occurred if a party files a petition or otherwise commences or
authorizes the commencement of a proceeding or case under any bankruptcy,
insolvency, reorganization, or similar law for the protection of creditors, or
have any such petition filed or proceeding or case commenced against it and it
is not successful in having such petition, proceeding, or case dismissed within
60 days, or have a liquidator, administrator, receiver or trustee appointed with
respect to it or any substantial portion of its
property or assets. However, it shall not constitute an event of default if a
party to this Agreement: (a) seeks the protection under the bankruptcy laws or
has a receiver appointed to manage its assets and (b) such party is nonetheless
still able to perform its obligations under this Agreement.
15. FORCE MAJEURE
In the event either party is rendered unable, wholly or in part, to
perform its obligations under this Agreement (other than to make payments due
hereunder) due to acts of God, floods, fires, explosions or storm; loss of
transportation beyond the party's control; strikes, lockouts or other industrial
disturbances; wars or any law, rule, order or action of any court or
instrumentality of the Federal or any state government; exhaustion, reduction or
unavailability of crude oil at the source of supply from which deliveries can
reasonably be made hereunder, or any other cause or causes beyond its control
whether similar or dissimilar to those stated above, it is agreed that on such
party's giving notice and full particulars of such force majeure to the other
party, then the obligations of the party giving such notice shall be suspended
from the date of receipt of such notice and for the continuance of any inability
so caused (but for no longer than 30 days after the date of receipt of such
notice), and cause shall, so far as possible, be remedied with all reasonable
dispatch. The parties expressly agree that the sole purpose of the Force Majeure
provision is to excuse the performance of either party during a force majeure
event.
16. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with
the Laws of Texas without reference to conflicts of law rules.
17. CONFLICTS OF INTEREST
Except as otherwise expressly, provided herein, no director, employee
or agent of either party, its subcontractors or vendors, shall give or receive
from any director, employee or agent of the other party or any affiliate, any
commission, fee, rebate, gift or entertainment of significant
cost or value in connection with this Agreement. In addition, no director,
employee, or agent of either party, its subcontractors or vendors, shall enter
into any business arrangement with any director, employee, or agent of the other
party or any affiliate who is not acting as a representative of such party or
its affiliate without prior written notification thereof. Any representative(s)
authorized by either party may audit the applicable records of the last three
years of the other party for the sole purpose of determining whether there has
been compliance with this paragraph.
18. CONFIDENTIALITY:
a. Each party acknowledges that, in connection with its
performance of the services under this Agreement, it may gain access to
confidential material and information that is proprietary to the other party
("Confidential Information"). Unless otherwise required by law, the Securities
and Exchange Commission or New York Stock Exchange or other exchange rules, each
party agrees: a) to hold such material and information in strict confidence and
not make use thereof other than for the performance under this Agreement; b) to
reveal such material and information only to those employees requiring such
information in connection with the performance of the services under this
Agreement only after such employees have been advised of and agree to be bound
by the confidentiality provision of this Agreement; and c) not to reveal such
material and information to any third person, except as necessary in connection
with the performance or evaluation of any services rendered under this
Agreement, and then only to the extent that such persons agree to be bound by
the confidentiality obligations set forth in this Agreement. Additionally, the
confidentiality provisions contained herein shall survive for three (3) years
following the termination of this Agreement.
b. The confidentiality provisions herein shall be inoperative as
to such portions of the Confidential Information which: (a) is or becomes
generally available to the public other
than as a result of a disclosure by either party or either party's
representatives; (b) becomes available to a party on a non-confidential basis
from a source other than the other party to this Agreement or its
representatives, provided that such source is not bound by a confidentiality
agreement with the other party or its representatives or otherwise prohibited
from transmitting the information to the party by a contractual, legal or
fiduciary obligation; or (c) were known to a party on a non-confidential basis
prior to their disclosure to the other party or its representatives.
c. If either party retains any landmen, surveyors, attorneys, or
other consultants (collectively, "Consultants"), the retaining party will ensure
that such Consultants agree in writing to all of the confidentiality and records
retention provisions set forth herein.
d. In the event that either party who transmits the Confidential
Information pursuant to this Agreement becomes legally compelled (by oral
questions, interrogatories, requests for information or documents, subpoena,
civil investigative demand or similar process) to disclose any of the
information, that party will provide the other party with prompt written notice
so that the other party may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this Agreement. In the event that
such protective order or other remedy is not obtained, or that the other party
waives compliance with the provisions of this Agreement, the party or its
representatives will furnish only that portion of the Confidential Information
that is legally required and will exercise its reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded the Confidential
Information.
19. AUDITS AND COOPERATION
Each party and its duly authorized representatives shall have
reasonable access to the accounting records and other documents maintained by
the other party which relate to materials being sold or delivered to the other
party under this Agreement and shall have the right to audit
such records at any reasonable time or times within two years after each
anniversary date of the Agreement, at the auditing party's sole cost and
expense.
Specifically, ChevronTexaco shall provide the actual Lease Economics
Model, described in Exhibit H, for each month of the Agreement, in a format to
be agreed between the Parties. Additionally, Link shall provide a list of the
*** by Link. Either party shall have the right to audit all information
supporting the Lease Economics Model, as well as any requests for reopeners or
claims for performance payments, within *** of (i) each monthly Lease Economics
Model; or (ii) each ***; or (iii) each request for re-openers or a claim for
performance payment.
Additionally, each party agrees to reasonably cooperate and provide
information related to this Agreement as may be needed by the other party for
disclosures to the Securities and Exchange Commission or any other required
governmental reporting.
20. ENTIRE AGREEMENT
The making, execution and delivery of this Agreement by the parties
hereto have not been induced by any representation, statements, warranties or
agreements other than those expressed in this Agreement. This Agreement, and the
Exhibits hereto, constitute a single agreement and embody the entire
understanding of the parties with respect to the subject matter hereof and there
are no further or other agreements or understandings, written or oral, except as
set forth in the Agreement and Exhibits hereto. Any and all previous agreements
between the parties covering the subject matter hereof are expressly rescinded
and canceled and are superseded by this Agreement. In the event of a conflict
between the terms of this Agreement and the terms of any agreements set forth in
the Exhibits attached hereto, the terms of this Agreement shall apply. As for
any terms specific to the agreements set forth in the Exhibits attached hereto,
the terms of the agreement set forth in the Exhibit shall apply as to the
matters set forth in such agreements.
21. BINDING EFFECT
This Agreement shall be binding on the Parties and their respective
permitted successors and assigns.
22. SEVERABILITY
If any provision of this Agreement is held invalid by a court of
competent jurisdiction, it shall be considered deleted from this Agreement, but
such invalidity shall not affect the other provisions that can be given effect
in the absence of the invalid provisions.
23. HEADINGS
Headings or titles to sections or paragraphs of this Agreement are
solely for the convenience of the parties and shall have no effect whatsoever on
the interpretation of the provisions of this Agreement.
24. DISPUTE RESOLUTION
In the event of any dispute, claim, questions, or disagreement arising,
out of or related to this Agreement or the breach thereof, the parties shall use
their best efforts to settle such disputes, claims, questions, or disagreement.
To this effect, they shall consult and negotiate with each other in good faith
and, recognizing their mutual interests, attempt to reach a just and equitable
solution satisfactory to both parties. If after a period of sixty (60) days,
then upon notice by either Party to the other, disputes, claims, questions, or
differences shall be finally settled by binding arbitration administered by the
American Arbitration Association (or another arbitration service jointly agreed
upon) in accordance with the provisions of its applicable rules.
Each party agrees that no award or decision resulting there from shall
include punitive damages. The losing party shall promptly pay the prevailing
party all costs and reasonable attorneys' fees incurred by the prevailing party
in such action. The parties agree, however, that any events triggering
re-openers, termination or claims for performance payments, as set forth in
this Agreement, shall not trigger dispute resolution unless there is a bona fide
dispute as to the economic criteria triggering such an event.
25. AMENDMENTS
No amendment or modification of this Agreement shall be binding or
valid unless expressed in writing and executed by both Parties hereto.
26. MODIFICATION WAIVER
This Agreement may be modified or rescinded only by a written agreement
signed by both parties. No waiver by either party of any breach of any of the
covenants or conditions herein contained to be performed by the other party
shall be construed as a waiver of any succeeding breach of the same or any other
covenant or condition.
27. ASSIGNMENT
This Agreement shall be binding on and inure to the benefit of the
successors and assigns of the parties hereto; provided that the Agreement is not
assignable or transferable by either party directly or indirectly without the
prior written consent of the other party.
28. COUNTERPARTS
This Agreement may be executed in counterparts, any of which shall
constitute an original and be fully binding on the party who executes same, all
of which shall constitute a single agreement.
INCORPORATION OF EXHIBITS
The following Exhibits are incorporated into this Agreement and made a part of
this Agreement for all purposes:
EXHIBIT "A" Geographic Area
EXHIBIT "B" B-1 Link Crude Oil Contracts
B-2 Form of Assignment of Contracts
EXHIBIT "C" Proprietary Pipeline Capacity Lease Agreement
EXHIBIT "D" Trucking Contract
EXHIBIT "E" Buy/Sell Agreements
E-1 WTS/WTI Buy/Sell
E-2 Storage Buy/Sell
E-3 Equity Production Buy/Sell
E-4 Third Party Base Business Transportation Buy/Sell
EXHIBIT "F" Division Order and IT Services Agreement
EXHIBIT "G" G-1 Affected Employees Agreement
G-2 Transition Services Agreement
EXHIBIT "H" Lease Economics Model
EXHIBIT "I" Equity Crude Oil Economics Model
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Execution Date, and the Agreement shall be effective as of the Effective Date.
LINK ENERGY LIMITED PARTNERSHIP CHEVRONTEXACO GLOBAL TRADING
BY: LINK ENERGY LLC, ITS DULY
AUTHORIZED AGENT
By: ____________________________ By: ____________________________
Name: ___________________________ Name: ___________________________
Title: __________________________ Title: __________________________
Date: __________________________ Date: ___________________________
EXHIBIT A
Geographic Area
EXHIBIT B-1
Link Crude Oil Contracts
EXHIBIT B-2
Form of Assignment of Contracts
EXHIBIT C
Proprietary Pipeline Capacity Lease Agreement
EXHIBIT D
Trucking Contract
EXHIBIT E-1
WTS/WTI Buy/Sell
EXHIBIT E-1: WTS/WTI BUY/SELL AGREEMENT
The following constitutes the agreement between ChevronTexaco Global Trading, a
division of Chevron U.S.A. Inc., herein called CHEVRONTEXACO and Link Energy
Limited Partnership, herein called Link, whereby ChevronTexaco agrees to sell
and purchase, and Link agrees to purchase and sell crude oil and/or condensate
as described below (herein sometimes called "oil") upon the following terms and
conditions:
SECTION A - CHEVRONTEXACO'S SALE TO LINK
QUANTITY AND KIND: A volume of West Texas Sour Type Crude Oil (WTS),
approximately equal to *** bpd. The preliminary volume will be requested by Link
and communicated to CHEVRONTEXACO by the 26th of the month *** months prior to
the month of delivery. Link and CHEVRONTEXACO will mutually agree to adjust
Link's volume request, if necessary, such that crude oil purchased by
CHEVRONTEXACO under this Agreement continues to meet the pipeline specifications
and requirements of connecting carriers.
DELIVERY: CHEVRONTEXACO shall cause the oil to be delivered into Link's
designated pipeline system at points designated in Buy/Sell Exhibit "A". Title
to, possession of, and risk of loss of liquid hydrocarbons shall pass to the
Buyer as the liquid hydrocarbons pass from equipment or facilities owned or
controlled by the Seller or owned or controlled by a party designated to make
delivery on behalf of the Seller, into equipment or facilities owned or
controlled by the Buyer or owned or controlled by a party designated to take
delivery on behalf of the Buyer.
PRICE: For all locations listed in Exhibit "A", except for the volumes purchased
by ***, the price shall be equal to the *** for WTI crude, *** average for
Platts WTS *** less Platts *** average for WTI ***, plus the *** average of ***
(excludes weekends and holidays) for the month of delivery. For the volumes
purchased by ***, the price shall be equal to the *** for WTI crude, *** times
the *** average for Platts WTS *** less *** times the Platts *** average for WTI
*** , plus the *** average of *** (excludes weekends and holidays) for the month
of delivery.
SECTION B - LINK'S SALE TO CHEVRONTEXACO
QUANTITY AND KIND: A volume of West Texas Intermediate Type Crude Oil (WTI)
equal to the volume sold by CHEVRONTEXACO to Link under this Agreement.
DELIVERY: Link shall cause the oil to be delivered into Buyer's designated
pipeline system at points designated in Buy/Sell Exhibit "A". Title to,
possession of, and risk of loss of liquid hydrocarbons shall pass to the Buyer
as the liquid hydrocarbons pass from equipment or facilities owned or controlled
by the Seller or owned or controlled by a party designated to make delivery on
behalf of the Seller, into equipment or facilities owned or controlled by the
Buyer or owned or controlled by a party designated to take delivery on behalf of
the Buyer.
PRICE: For all locations listed in Exhibit "A", except for the volumes purchased
by ***, the price shall be equal to the *** price for WTI crude, plus the ***
average for Platts WTI *** less Platts *** average for WTI *** , *** average of
*** (excludes weekends and holidays) for the month of delivery, less *** times
the difference between the *** average for Platts WTI *** and the *** average
for Platts WTS ***, less the appropriate location differentials listed in
Exhibit "A". For the volumes purchased by ***, the price shall be equal to the
*** price for WTI crude, plus the *** average for Platts WTI *** less Platts ***
average for WTI ***, plus the *** average of *** (excludes weekends and
holidays) for the month of delivery, less *** times the difference between the
*** average for Platts WTI *** and the *** average for Platts WTS ***, less the
appropriate location differentials listed in Exhibit "A".
SECTION C - OTHER OPERATIVE PROVISIONS
TERM
The term of the buy/sell agreement shall begin and run contemporaneously with
the Effective Date of the Crude Oil Joint Marketing Agreement dated November 14,
2003 (the "Joint Marketing Agreement") entered into simultaneously with this
Agreement.
IMBALANCE
The volumes sold and purchased by the parties under this contract are intended
to be equal. If at the time of expiration the volume delivered under the
purchase does not equal the volume delivered under the sale and said delivery
imbalance is 1000 barrels or less, the volumes delivered shall be deemed equal.
If the delivery imbalance is greater than 1000 barrels, the under receiving
party may elect to purchase or the under delivering party may elect to sell the
imbalance at the applicable contract price herein, to be delivered at the
applicable contract location in the earliest mutually agreed to month. The
option to purchase or sell must be exercised in writing and received by the
other party no later than ninety (90) days following expiration of contract,
otherwise, the right to purchase or sell shall expire.
PAYMENT
Payment shall be pursuant to a net out agreement between ChevronTexaco and Link
and made by the owing party by wire transfer of immediately available federal
funds on or before the twentieth (20) day of the calendar month following the
calendar month of delivery. Payments that become due on a Saturday or a holiday
shall be due on the preceding business day except when the holiday falls on a
Monday. Payments that become due on a Sunday or a Monday holiday shall be due on
the following business day.
Any wire payments should be submitted to the following address:
ChevronTexaco Global Trading
a division of Chevron U.S.A. Inc.
***
Xxxxxxx, Xxxxxxxx 00000
Account No. ****
Buyer will instruct its carrier that receives the crude oil at the time of
delivery to send copies (either electronically or otherwise) of the run tickets
and/or statements reflecting receipt of the barrels covered by the agreement to
Seller and do any further acts necessary to induce the carrier to forward such
information to Seller in a timely manner. These documents should be sent to the
following address:
ChevronTexaco Global Trading
Attention: North America Crude Accounting
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
CREDIT TERMS
If Link's net overall financial exposure to ChevronTexaco for all transactions
between the parties ***.
GENERAL PROVISIONS
Chevron Products Company, a division of Chevron USA, Inc. General Provisions for
Crude Oil and Products - Exchanges and Purchase/Sales Agreements, revised May 1,
1996, attached herewith, are made a part of this contract with the following
modification:
- Financial Responsibility - In the second sentence amend
"fifteen (15) days" to read "two (2) days".
Provided, however, that whenever the General Provisions are inconsistent with
the particular terms and conditions set forth in the Joint Marketing Agreement,
the latter shall govern.
ACCEPTED AND AGREED,
CHEVRONTEXACO GLOBAL TRADING,
A DIVISION OF CHEVRON U.S.A. INC.
By: ________________________________________
Date: ______________________________________
LINK ENERGY LIMITED PARTNERSHIP
By: ________________________________________
Date: ______________________________________
EXHIBIT "A" - E-1 WTS/WTI BUY/SELL AGREEMENT
CHEVRON TEXACO CHEVRON TEXAS
WTS DELIVERY WTI PURCHASE LOCATION
LOCATION LOCATION TITLE TRANSFER DIFFERENTIAL BPD
-------- -------- -------------- ------------ ---
***
EXHIBIT E-2
Storage Buy/Sell
EXHIBIT E-2: STORAGE BUY/SELL AGREEMENT
The following constitutes the agreement between ChevronTexaco Global Trading, a
division of Chevron U.S.A. Inc., herein called CHEVRONTEXACO and Link Energy
Limited Partnership, herein called Link, whereby ChevronTexaco agrees to sell
and purchase, and Link agrees to purchase and sell crude oil and/or condensate
as described below (herein sometimes called "oil") upon the following terms and
conditions:
SECTION A - CHEVRONTEXACO'S SALE TO LINK
QUANTITY AND KIND: A volume of West Texas Intermediate Crude Oil (WTI) and/or
West Texas Sour Type Crude Oil (WTS), up to a total maximum volume of *** net
bbls. The volume will be requested by ChevronTexaco and communicated to Link
in writing. Link and ChevronTexaco will mutually agree to the exact volume,
depending on maximum capacity that can be provided by Link at the time the
request is made.
DELIVERY: ChevronTexaco shall cause the oil to be delivered into Buyer's
designated pipeline system at various locations mutually agreed to by
ChevronTexaco and Link. Title to, possession of, and risk of loss of liquid
hydrocarbons shall pass to the Buyer as the liquid hydrocarbons pass from
equipment or facilities owned or controlled by the Seller or owned or controlled
by a party designated to make delivery on behalf of the Seller, into equipment
or facilities owned or controlled by the Buyer or owned or controlled by a party
designated to take delivery on behalf of the Buyer.
PRICE: For WTI the price is *** price for WTI crude deemed 40 degrees API for
the month of delivery, *** average for Platts WTI *** less Platts *** average
for WTI *** , plus the Trade Month average of *** (excludes weekends and
holidays) for the month of delivery. (MONTH 1).
For WTS the price is *** price for WTI crude deemed 40 degrees API for the month
of delivery, *** average for Platts WTS *** less Platts *** average for WTI ***,
plus the *** average of *** (excludes weekends and holidays) for the month of
delivery. (MONTH 1).
SECTION B - LINK'S SALE TO CHEVRONTEXACO
QUANTITY AND KIND: A volume of West Texas Intermediate Crude Oil (WTI) and/or
West Texas Sour Type Crude Oil (WTS) equal to the volumes and qualities sold by
CHEVRONTEXACO to Link under this contract.
DELIVERY: Link shall cause the oil to be delivered into Buyer's designated
pipeline system ***. Title to, possession of, and risk of loss of liquid
hydrocarbons shall pass to the Buyer as the liquid hydrocarbons pass from
equipment or facilities owned or controlled by the Seller or owned or controlled
by a party designated to make delivery on behalf of the Seller, into equipment
or facilities owned or controlled by the Buyer or owned or controlled by a party
designated to take delivery on behalf of the Buyer.
PRICE: For WTI the price is *** price for WTI crude deemed 40 degrees API for
the month of delivery, plus the *** average for Platts WTI *** less Platts ***
average for WTI ***, plus the *** average of *** (excludes weekends and
holidays) for the month of delivery. (MONTH 1). plus *** of the *** of
ChevronTexaco, less a *** charge based on *** percent annual interest, plus ***
of any Letter of Credit cost incurred by Link.
For WTS the price is *** price for WTI crude deemed 40 degrees API for the month
of delivery, *** average for Platts WTS *** less Platts Trade Month average for
WTI ***, plus the *** average of *** (excludes weekends and holidays) for the
month of delivery. (MONTH 1). plus *** of the *** of ChevronTexaco, less a ***
charge based on *** percent annual interest, plus *** of any Letter of Credit
cost incurred by Link.
SECTION C - OTHER OPERATIVE PROVISIONS
TERM
The term of the buy/sell agreement shall begin and run contemporaneously with
the Effective Date of the Crude Oil Joint Marketing Agreement dated November 14,
2003 (the "Joint Marketing Agreement") entered into simultaneously with this
Agreement.
IMBALANCE
The volumes sold and purchased by the parties under this contract are intended
to be equal. If at the time of expiration the volume delivered under the
purchase does not equal the volume delivered under the sale and said delivery
imbalance is 1000 barrels or less, the volumes delivered shall be deemed equal.
If the delivery imbalance is greater than 1000 barrels, the under receiving
party may elect to purchase or the under delivering party may elect to sell the
imbalance at the applicable contract price herein, to be delivered at the
applicable contract location in the earliest mutually agreed to month. The
option to purchase or sell must be exercised in writing and received by the
other party no later than ninety (90) days following expiration of contract,
otherwise, the right to purchase or sell shall expire.
PAYMENT
Payment shall be pursuant to a master net out agreement between ChevronTexaco
and Link and made by the owing party by wire transfer of immediately available
federal funds on or before the twentieth (20) day of the calendar month
following the MONTH OF LINK'S SALE TO CHEVRONTEXACO (MONTH 2). Payments that
become due on a Saturday or a holiday shall be due on the preceding business day
except when the holiday falls on a Monday. Payments that become due on a Sunday
or a Monday holiday shall be due on the following business day.
Any wire payments should be submitted to the following address:
ChevronTexaco Global Trading
a division of Chevron U.S.A. Inc.
***
Xxxxxxx, Xxxxxxxx 00000
Account No. ***
Buyer will instruct its carrier that receives the crude oil at the time of
delivery to send copies (either electronically or otherwise) of the run tickets
and/or statements reflecting receipt of the barrels covered by the agreement to
Seller and do any further acts necessary to induce the carrier to forward such
information to Seller in a timely manner. These documents should be sent to the
following address:
ChevronTexaco Global Trading
Attention: North America Crude Accounting
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
CREDIT TERMS:
If Link's net overall financial exposure to ChevronTexaco for all transactions
between the parties ***.
GENERAL PROVISIONS:
Chevron Products Company, a division of Chevron USA, Inc. General Provisions for
Crude Oil and Products - Exchanges and Purchase/Sales Agreements, revised May 1,
1996, attached herewith, are made a part of this contract with the following
modification:
- Financial Responsibility - In the second sentence amend
"fifteen (15) days" to read "two (2) days".
Provided, however, that whenever the General Provisions are inconsistent with
the particular terms and conditions set forth in the Supply Agreement, the
latter shall govern.
ACCEPTED AND AGREED,
CHEVRONTEXACO GLOBAL TRADING,
A DIVISION OF CHEVRON U.S.A. INC.
By: _________________________________
Date: _______________________________
LINK ENERGY LIMITED PARTNERSHIP
By: _________________________________
Date: _______________________________
EXHIBIT E-3
Equity Production Buy/Sell
EXHIBIT E-3: EQUITY PRODUCTION BUY/SELL AGREEMENT
The following constitutes the agreement between ChevronTexaco Global Trading, a
division of Chevron U.S.A. Inc., herein called CHEVRONTEXACO and Link Energy
Limited Partnership, herein called Link, whereby ChevronTexaco agrees to sell
and purchase, and Link agrees to purchase and sell crude oil and/or condensate
as described below (herein sometimes called "oil") upon the following terms and
conditions:
SECTION A - CHEVRONTEXACO'S SALE TO LINK
QUANTITY AND KIND: A volume of West Texas Sour Type Crude Oil (WTS) or West
Texas Intermediate Type Crude Oil (WTI), as appropriate for the crude type
delivered, approximately equal to the volumes listed in the attached Exhibit
"A".
DELIVERY: CHEVRONTEXACO shall cause the oil to be delivered into Link's
designated pipeline or trucking system at points designated in Buy/Sell Exhibit
"A". Title to, possession of, and risk of loss of liquid hydrocarbons shall pass
to the Buyer as the liquid hydrocarbons pass from equipment or facilities owned
or controlled by the Seller or owned or controlled by a party designated to make
delivery on behalf of the Seller, into equipment or facilities owned or
controlled by the Buyer or owned or controlled by a party designated to take
delivery on behalf of the Buyer.
PRICE: For WTI the price is *** price for WTI crude deemed 40 degrees API for
the month of delivery, *** average for Platts WTI *** less Platts *** average
for WTI ***, plus the *** average of *** (excludes weekends and holidays) for
the month of delivery, less the appropriate location differential listed in
Exhibit "A".
For WTS the price is *** price for WTI crude deemed 40 degrees API for the month
of delivery, *** average for Platts WTS *** less Platts *** average for WTI ***,
plus the *** average of *** (excludes weekends and holidays) for the month of
delivery, less the appropriate location differential listed in Exhibit "A".
SECTION B - LINK'S SALE TO CHEVRONTEXACO
QUANTITY AND KIND: A volume and quality of crude oil equal to the volume and
quality sold by CHEVRONTEXACO to Link under this Agreement.
DELIVERY: Link shall cause the oil to be delivered into Buyer's designated
pipeline system at points designated in Buy/Sell Exhibit "A". Title to,
possession of, and risk of loss of liquid hydrocarbons shall pass to the Buyer
as the liquid hydrocarbons pass from equipment or facilities owned or controlled
by the Seller or owned or controlled by a party designated to make delivery on
behalf of the Seller, into equipment or facilities owned or controlled by the
Buyer or owned or controlled by a party designated to take delivery on behalf of
the Buyer.
PRICE: : For WTI the price is *** price for WTI crude deemed 40 degrees API for
the month of delivery, *** average for Platts WTI *** less Platts *** average
for WTI *** , plus the *** average of *** (excludes weekends and holidays) for
the month of delivery.
For WTS the price is *** price for WTI crude deemed 40 degrees API for the month
of delivery, *** average for Platts WTS *** less Platts *** average for WTI ***
, plus the *** average of *** (excludes weekends and holidays) for the month of
delivery.
SECTION C - OTHER OPERATIVE PROVISIONS
TERM
The term of the buy/sell agreement shall be one (1) year, beginning on the
Effective Date of the Crude Oil Joint Marketing Agreement dated November 20,
2003 (the "Joint Marketing Agreement") entered into simultaneously with this
Agreement.
IMBALANCE
The volumes sold and purchased by the parties under this contract are intended
to be equal. If at the time of expiration the volume delivered under the
purchase does not equal the volume delivered under the sale and said delivery
imbalance is 1000 barrels or less, the volumes delivered shall be deemed equal.
If the delivery imbalance is greater than 1000 barrels, the under receiving
party may elect to purchase or the under delivering party may elect to sell the
imbalance at the applicable contract price herein, to be delivered at the
applicable contract location in the earliest mutually agreed to month. The
option to purchase or sell must be exercised in writing and received by the
other party no later than ninety (90) days following expiration of contract,
otherwise, the right to purchase or sell shall expire.
PAYMENT
Payment shall be pursuant to a master net out agreement between ChevronTexaco
and Link and made by the owing party by wire transfer of immediately available
federal funds on or before the twentieth (20) day of the calendar month
following the calendar month of delivery. Payments that become due on a Saturday
or a holiday shall be due on the preceding business day except when the holiday
falls on a Monday. Payments that become due on a Sunday or a Monday holiday
shall be due on the following business day.
Any wire payments should be submitted to the following address:
ChevronTexaco Global Trading
a division of Chevron U.S.A. Inc.
***
Xxxxxxx, Xxxxxxxx 00000
Account No. ***
Buyer will instruct its carrier that receives the crude oil at the time of
delivery to send copies (either electronically or otherwise) of the run tickets
and/or statements reflecting receipt of the barrels covered by the agreement to
Seller and do any further acts necessary to induce the carrier
to forward such information to Seller in a timely manner. These documents should
be sent to the following address:
ChevronTexaco Global Trading
Attention: North America Crude Accounting
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
CREDIT TERMS
If Link's net overall financial exposure to ChevronTexaco for all transactions
between the parties ***
GENERAL PROVISIONS
Chevron Products Company, a division of Chevron USA, Inc. General Provisions for
Crude Oil and Products - Exchanges and Purchase/Sales Agreements, revised May 1,
1996, attached herewith, are made a part of this contract with the following
modification:
- Financial Responsibility - In the second sentence amend
"fifteen (15) days" to read "two (2) days".
Provided, however, that whenever the General Provisions are inconsistent with
the particular terms and conditions set forth in the Joint Marketing Agreement,
the latter shall govern.
ACCEPTED AND AGREED,
CHEVRONTEXACO GLOBAL TRADING,
A DIVISION OF CHEVRON U.S.A. INC.
By: ___________________________________
Date: _________________________________
LINK ENERGY LIMITED PARTNERSHIP
By: Link Energy LLC, its duly authorized agent
By: ___________________________________
Date: _________________________________
XXXXXXX "X" - X-0 EQUITY PRODUCTION BUY/SELL AGREEMENT
EXHIBIT E-4
Third Party Base Business Transportation Buy/Sell
EXHIBIT E-4: THIRD PARTY BASE BUSINESS BUY/SELL AGREEMENT
The following constitutes the agreement between ChevronTexaco Global Trading, a
division of Chevron U.S.A. Inc., herein called CHEVRONTEXACO and Link Energy
Limited Partnership, herein called Link, whereby ChevronTexaco agrees to sell
and purchase, and Link agrees to purchase and sell crude oil and/or condensate
as described below (herein sometimes called "oil") upon the following terms and
conditions:
SECTION A - CHEVRONTEXACO'S SALE TO LINK
QUANTITY AND KIND: A volume of West Texas Sour Type Crude Oil (WTS) or West
Texas Intermediate Type Crude Oil (WTI), as appropriate for the crude type
delivered, with volumes approximately equal to the volumes listed in the
attached Exhibit "A".
DELIVERY: CHEVRONTEXACO shall cause the oil to be delivered into Link's
designated pipeline system at points designated in Buy/Sell Exhibit "A". Title
to, possession of, and risk of loss of liquid hydrocarbons shall pass to the
Buyer as the liquid hydrocarbons pass from equipment or facilities owned or
controlled by the Seller or owned or controlled by a party designated to make
delivery on behalf of the Seller, into equipment or facilities owned or
controlled by the Buyer or owned or controlled by a party designated to take
delivery on behalf of the Buyer.
PRICE: For WTI the price is *** price for WTI crude deemed 40 degrees API for
the month of delivery, *** average for Platts WTI *** less Platts *** average
for WTI *** , plus the *** average of *** (excludes weekends and holidays) for
the month of delivery, less the appropriate location differential listed in
Exhibit "A".
For WTS the price is *** price for WTI crude deemed 40 degrees API for the month
of delivery, plus the *** average for Platts WTS *** less Platts *** average for
WTI ***, plus the *** average of *** (excludes weekends and holidays) for the
month of delivery, less the appropriate location differential listed in Exhibit
"A".
SECTION B - LINK'S SALE TO CHEVRONTEXACO
QUANTITY AND KIND: A volume and quality of crude oil equal to the volume and
quality sold by CHEVRONTEXACO to Link under this Agreement.
DELIVERY: Link shall cause the oil to be delivered into Buyer's designated
pipeline system at points designated in Buy/Sell Exhibit "A". Title to,
possession of, and risk of loss of liquid hydrocarbons shall pass to the Buyer
as the liquid hydrocarbons pass from equipment or facilities owned or controlled
by the Seller or owned or controlled by a party designated to make delivery on
behalf of the Seller, into equipment or facilities owned or controlled by the
Buyer or owned or controlled by a party designated to take delivery on behalf of
the Buyer.
PRICE: For WTI the price is *** price for WTI crude deemed 40 degrees API for
the month of delivery, *** average for Platts WTI *** less Platts *** average
for WTI *** , plus the *** average of *** (excludes weekends and holidays) for
the month of delivery.
For WTS the price is *** price for WTI crude deemed 40 degrees API for the month
of delivery, *** average for Platts WTS *** less Platts *** average for WTI ***
, plus the *** average of *** (excludes weekends and holidays) for the month of
delivery.
SECTION C - OTHER OPERATIVE PROVISIONS
TERM
The term of the buy/sell agreement shall begin and run contemporaneously with
the Effective Date of the Crude Oil Joint Marketing Agreement dated November 20,
2003 (the "Joint Marketing Agreement") entered into simultaneously with this
Agreement.
IMBALANCE
The volumes sold and purchased by the parties under this contract are intended
to be equal. If at the time of expiration the volume delivered under the
purchase does not equal the volume delivered under the sale and said delivery
imbalance is 1000 barrels or less, the volumes delivered shall be deemed equal.
If the delivery imbalance is greater than 1000 barrels, the under receiving
party may elect to purchase or the under delivering party may elect to sell the
imbalance at the applicable contract price herein, to be delivered at the
applicable contract location in the earliest mutually agreed to month. The
option to purchase or sell must be exercised in writing and received by the
other party no later than ninety (90) days following expiration of contract,
otherwise, the right to purchase or sell shall expire.
PAYMENT
Payment shall be pursuant to a master net out agreement between ChevronTexaco
and Link and made by the owing party by wire transfer of immediately available
federal funds on or before the twentieth (20) day of the calendar month
following the calendar month of delivery. Payments that become due on a Saturday
or a holiday shall be due on the preceding business day except when the holiday
falls on a Monday. Payments that become due on a Sunday or a Monday holiday
shall be due on the following business day.
Any wire payments should be submitted to the following address:
ChevronTexaco Global Trading
a division of Chevron U.S.A. Inc.
***
Xxxxxxx, Xxxxxxxx 00000
Account No. ***
Buyer will instruct its carrier that receives the crude oil at the time of
delivery to send copies (either electronically or otherwise) of the run tickets
and/or statements reflecting receipt of the barrels covered by the agreement to
Seller and do any further acts necessary to induce the carrier to forward such
information to Seller in a timely manner. These documents should be sent to the
following address:
ChevronTexaco Global Trading
Attention: North America Crude Accounting
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
CREDIT TERMS
If Link's net overall financial exposure to ChevronTexaco for all transactions
between the parties ***
GENERAL PROVISIONS
Chevron Products Company, a division of Chevron U.S.A., Inc. General Provisions
for Crude Oil and Products - Exchanges and Purchase/Sales Agreements, revised
May 1, 1996, attached herewith, are made a part of this contract with the
following modification:
- Financial Responsibility - In the second sentence amend
"fifteen (15) days" to read "two (2) days".
Provided, however, that whenever the General Provisions are inconsistent with
the particular terms and conditions set forth in the Joint Marketing Agreement,
the latter shall govern.
ACCEPTED AND AGREED,
CHEVRONTEXACO GLOBAL TRADING,
A DIVISION OF CHEVRON U.S.A. INC.
By: ____________________________________
Date: __________________________________
LINK ENERGY LIMITED PARTNERSHIP
By: Link Energy LLC, its duly
authorized agent
By: ____________________________________
Date: __________________________________
EXHIBIT "A" - E-4 THIRD PARTY BASE BUSINESS TRANSPORTATION BUY/SELL AGREEMENT
***
EXHIBIT F
Division Order and IT Services Agreement
EXHIBIT G-1
Affected Employees Agreement
EXHIBIT G-2
Transition Services Agreement
EXHIBIT H
Lease Economics Model
Entire Exhibit ***
EXHIBIT I
Equity Crude Oil Economics Model
Entire Exhibit ***
