EXHIBIT 10.35
ASSIGNMENT
OF THE
AGREEMENT FOR THE SALE AND PURCHASE OF NATURAL GAS
This Assignment is made effective as of January 7, 1997, by and between
CH-Twenty, Inc., a Delaware corporation with offices in Los Angeles, California,
and ARCO Beluga, Inc., a Delaware corporation with offices in Los Angeles,
California.
WHEREAS, Shell Oil Company and Alaska Pipeline Company entered into that certain
Gas Purchase Contract dated December 20, 1982 for the sale and purchase of
natural gas (the "Agreement"); and
WHEREAS, Shell Oil Company assigned its interest in such Agreement to Shell
Western E & P effective January 1, 1984; and
WHEREAS, Shell Western E & P assigned a one-third (1/3) undivided interest in
such Agreement to ARCO Alaska, Inc. effective March 1, 1990 ("ARCO's Assigned
Interest"); and
WHEREAS, effective November 15, 1991, ARCO Alaska, Inc. and Alaska Pipeline
Company amended ARCO's Assigned Interest ("ARCO/Enstar Contract"); and
WHEREAS, ARCO Alaska, Inc. previously assigned its interest in the ARCO/Enstar
Contract and all attendant duties, obligations and responsibilities to
CH-Twenty, Inc. effective as of December 27, 1996; and,
WHEREAS, CH-Twenty, Inc. desires to assign its interest in the ARCO/Enstar
Contract and all attendant duties, obligations and responsibilities to ARCO
Beluga, Inc. and ARCO Beluga, Inc. desires to assume CH-Twenty, Inc.'s interest
in the ARCO/Enstar Contract and all attendant duties, obligations and
responsibilities from CH-Twenty, Inc.
NOW THEREFORE, for good and valuable consideration, the receipt of sufficiency
of which is hereby acknowledged, CH-Twenty, Inc. does hereby assign its interest
in the ARCO/Enstar Contract and all attendant duties, obligations and
responsibilities to ARCO Beluga, Inc. and ARCO Beluga, Inc. hereby assumes
CH-Twenty, Inc.'s interest in the ARCO/Beluga Contract and all attendant duties,
obligations and responsibilities from CH-Twenty, Inc. and hereby agrees to fully
and faithfully perform the the ARCO/Enstar Contract in accordance with its terms
and conditions.
This Assignment shall be effective on the day and year first above written
notwithstanding the fact that the parties may execute it at different times.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the
dates indicated below.
CH-Twenty, Inc. ARCO Beglua, Inc.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxx Dimgkowski
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Its: VP & CFO Its: VP
Date: 10/12/98 Date: 10.19.98
Consent:
Alaska Pipeline Company hereby consents to the foregoing assignment and agrees
to accept the performance of ARCO Beluga, Inc. under the ARCO/Enstar Contract.
Alaska Pipeline Company
By: /s/ R. F. Banres
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Its: President
Date: 5/11/99
