EXHIBIT 10.1
AMENDMENT
DATED JULY 1, 2002
TO THE
GAS PURCHASE AGREEMENT
DATED MAY 3, 1994
THIS AMENDMENT (the "July 2002 Amendment") is made and entered into as
of the 1st day of July 2002, between Dominion Black Warrior Basin, Inc.
("Seller") and El Paso Merchant Energy, L.P., successor-in-interest to Sonat
Marketing Company L.P. ("Buyer").
WITNESSETH
WHEREAS, Buyer and Seller entered into a Gas Purchase Agreement dated
May 3, 1994, as amended by Amendments dated April 1, 1996, May 16, 1996, April
9, 1998, July 1, 1999, July 1, 2000 and July 1, 2001 (the "1994 Agreement"); and
WHEREAS, Buyer and Seller desire to further amend the 1994 Agreement to
establish index prices and a fixed price for certain specified quantities;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereby mutually understand and agree as follows:
1. Effective as of January 1, 2003, Sections 4.1 and 4.3 of the
1994 Agreement shall be deleted in their entireties and the following Sections
4.1 and 4.2 shall be substituted therefor:
4.1 The price payable by Buyer for each MMBtu of Monthly Base
Quantity purchased hereunder during each month of the calendar
year 2003 shall be divided into two categories, the price
applicable to the Fixed Price Quantity and the price applicable
to the Index Price Quantity, as those quantities are described
in Revised Exhibit D hereto. The price for each MMBtu of Fixed
Price Quantity shall be $3.68 per MMBtu (the "Monthly Fixed
Contract Price"). The price for each MMBtu of Index Quantity
(the "Index Quantity Price") shall be the sum of (a) the price
published in the price table dated the first (1st) day of the
applicable month by Inside F.E.R.C.'s Gas Market Report for
"Prices of Spot Gas Delivered to
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Pipelines" "Southern Natural Gas Co." "Louisiana" "Index" (the "Index
Price") and (b) a Premium per MMBtu as described below (the "Monthly Index
Price"), multiplied by 0.9826 (conversion factor):
Index Price Premium
($/MMBtu) ($/MMBtu)
----------- ---------
Below 2.00 0.050
2.00 - 2.25 0.060
2.26 - 2.50 0.065
Above 2.50 0.070
Gas purchased during each month shall be deemed to be Fixed Price Quantity
until the Fixed Price Quantity has been delivered. Commencing January 1,
2004, the Index Quantity Price shall apply to the entire Monthly Base
Quantity.
4.2 The price payable by Buyer for each MMBtu of Excess Quantities sold
under this agreement commencing on January 1, 2003 and thereafter shall be
the sum of the Index Price and $.02 per MMBtu (the "Excess Quantity
Contract Price"), multiplied by 0.9826 (conversion factor).
2. Exhibit D is deleted in its entirety and the attached Revised Exhibit
D is substituted therefor and is effective during calendar year 2003 only.
3. Except as amended hereby, the 1994 Agreement remains in full force
and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this July 2002
Amendment in duplicate originals as of date hereinabove first written.
Witness: EL PASO MERCHANT ENERGY, L.P.
By /s/ XXXXXXX X. XXXXX
----------------------------- -------------------------------------
Xxxxxxx X. Xxxxx
President
Witness: DOMINION EXPLORATION &
PRODUCTION, INC.
EXECUTING AS SPECIAL AGENT AND
ATTORNEY IN FACT FOR
DOMINION BLACK WARRIOR BASIN, INC.
By /s/ XXXXXX X. XXXXXX
----------------------------- -------------------------------------
Xxxxxx X. Xxxxxx
Vice President, Gas Marketing
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REVISED EXHIBIT D
DATED JULY 1, 2002
TO THE
GAS PURCHASE AGREEMENT
BETWEEN
DOMINION BLACK WARRIOR BASIN, INC.
AND
EL PASO MERCHANT ENERGY, L.P., SUCCESSOR-IN-INTEREST
TO SONAT MARKETING COMPANY L.P.
DATED
MAY 3, 1994
Fixed Price
Quantities Index Quantities
Month/Year (MMBtu) (MMBtu)
---------- ----------- ----------------
Jan-03 591,716 197,238
Feb-03 585,794 195,264
Mar-03 579,938 193,313
Apr-03 573,372 191,124
May-03 567,396 189,132
Jun-03 561,732 187,244
Jul-03 556,152 185,384
Aug-03 550,622 183,541
Sep-03 544,903 181,634
Oct-03 539,509 179,836
Nov-03 533,917 177,972
Dec-03 528,647 176,216
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