FIRST AMENDING AGREEMENT dated as of the 1st day of November, 2002 TO THE SECOND AMENDED AND RESTATED GAS PURCHASE CONTRACT dated as of May 6, 1998 between Paramount Resources Ltd. and Selkirk Cogen Partners, L.P.
EXHIBIT 10.5.16
FIRST AMENDING AGREEMENT
dated as of the 1st day of November, 2002
TO THE SECOND
AMENDED AND RESTATED GAS PURCHASE CONTRACT
dated as of May 6, 1998 between Paramount Resources Ltd. and
Selkirk Cogen Partners, L.P.
BETWEEN:
PARAMOUNT RESOURCES LTD., a body corporate with offices in Calgary, Alberta
herein called "Seller")
- and -
SELKIRK COGEN PARTNERS, L.P., a Delaware limited partnership (herein
called "Buyer")
WHEREAS the parties hereto are parties to a Second Amended and
Restated Gas Purchase Contract dated May 6, 1998 (the "Contract");
AND WHEREAS Exhibit A to the Contract describes the Seller's
Lands;
AND WHEREAS the parties hereto wish to amend the Contact to provide
for a Reserve Substitution pursuant to section 14.10 of the Contract whereby the
existing Exhibit A to the Contract is deleted and replaced by a new Exhibit A in
the form attached as Schedule 1 to this Amending Agreement;
AND WHEREAS XxXxxxxx & Associates Consultants Ltd. ("XxXxxxxx")
has prepared and delivered a written reserves and deliverability report for
November 1, 2002 pursuant to section 14.1 of the Contract (the "XxXxxxxx
Report") with respect to the Seller's Lands, as described in Schedule 1 to this
Amending Agreement and the parties hereto desire to confirm that the XxXxxxxx
Report constitutes a Determination under the Contract;
AND WHEREAS Buyer has requested a change to Section 6.2.a of the
Contract extending the time by which Buyer may exercise the right to enter into
a New Contract as such is defined in Section 6.2.a;
NOW THEREFORE THIS AMENDING AGREEMENT WITNESSES THAT, in
consideration of the covenants and agreements herein set forth, the parties
hereto covenant and agree as follows:
2
- The parties hereto acknowledge and agree that the XxXxxxxx Report
constitutes the Report under section 14.1 of the Contract required for
September 1, 2002, and the Buyer confirms that the XxXxxxxx Report is
acceptable to it and constitutes a Determination under section 14.2 and
14.10 of the Contract and for the purposes of this Amending Agreement.
- The existing Exhibit A to the Contract is hereby deleted and replaced by
the Exhibit A attached to this Amending Agreement. Seller represents and
warrants that the information set forth in Exhibit A and in the XxXxxxxx
Report is, to the best of its information, knowledge and belief, true,
correct and complete in all material respects as of the date hereof.
- The parties hereto acknowledge and agree that the provisions of section 1
and 2 hereof constitute a Reserve Substitution under the Contract in
accordance with and pursuant to the requirements of section 14.10 of the
Contract.
- Section 6.2.a of the Contract is amended by deleting the words "tenth
contract year" and substituting for it the words "thirteenth contract
year".
- Forthwith after execution and delivery of this Amending Agreement, Seller
will take all necessary steps to file the Amending Agreement with the
Alberta Energy & Utilities Board (“AEUB”) and the National
Energy Board (“NEB”) and shall exercise all commercially
reasonable efforts to comply with such requirements as those agencies may
stipulate.
- Capitalized terms used herein and in the recitals and not otherwise defined
herein have the meaning attributed to such terms in the Contract.
- The Contract, as herein amended, is hereby ratified and confirmed.
- Each Party shall take such further actions and execute such further
documents as the other Party may reasonably request to effectuate the
intent of this Amending Agreement.
- This Amending Agreement shall be construed in accordance with the laws of
the Province of Alberta.
- This Amending Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
3
- This Amending Agreement amends the Contract effective on the later of
November 1, 2002 or the date Seller receives all necessary regulatory
approvals from the AEUB and the NEB of this Amending Agreement, as may be
required under applicable law. The date on which this Amending Agreement
becomes effective is the Effective Date.
IN WITNESS WHEREOF the parties hereto have executed and delivered
this Amending Agreement as of the Effective Date.
PARAMOUNT RESOURCES LTD. SELKIRK COGEN PARTNERS, L.P. by:
JMC Selkirk, Inc., Managing General
Partner
Per:/s/XXXXXXX X. XXXXXXX Per:/s/F. XXXXXX XXXXXX
--------------------- -------------------------------
XXXXXXX X. XXXXXXX F. XXXXXX XXXXXX
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EXHIBIT “A”
(as of November 1, 2002)
Alberta
Field Name Volume Volume (BCF) (106m3) Kaybob North 38.2 1076.12 Northwest Territories
Field Name Volume (BCF) Cameron Hills 29.1 825.5
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PARAMOUNT RESOURCES LIMITED
JMC SELKIRK EXPORT CONTRACT
FIELD PRODUCTION FORECAST
Field CAMERON HILLS
Dedicated Reserves @ 11/2002 (106M3) 825.5
Maximum Deliverability @ 11/2002 (1) (103M3/D) 576.8
Maximum Allowable Field Production Rate (103M3/D) 576.8
Field Economic Limit (103M3/D) 56.0
Maximum Field
Deliverability Forecast Cumulative
at Start Production Time Period Production at
of Period (1) Rate Production End of Period
Time Period ( 103M3/D) (103M3/D) (106M3) (106M3)
11/02-10/03 576.8 284.0 103.7 103.7
11/03-10/04 511.4 217.2 79.3 182.9
11/04-10/05 461.4 170.2 62.1 245.1
11/05-10/06 422.2 402.6 146.9 392.0
11/06-10/07 329.5 283.1 103.3 495.4
11/07-10/08 264.3 231.7 84.6 579.9
(1) Contract share of wellhead deliverability of all field xxxxx at expected minimum gathering system pressure unconstrained by pipeline or plant capacity. Assumed to decline exponentially with total field production.
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PARAMOUNT RESOURCES LIMITED
JMC SELKIRK EXPORT CONTRACT
FIELD PRODUCTION FORECAST
Field KAYBOB NORTH
Dedicated Reserves @ 11/2002 (106M3) 1076.1 Maximum Deliverability @ 11/2002 (1) (103M3/D) 634.4 Maximum Allowable Field Production Rate (103M3/D) 634.4 Field Economic Limit (103M3/D) 84.0 Maximum Field Deliverability Forecast Cumulative at Start Production Time Period Production at of Period (1) Rate Production End of Period Time Period (103M3/D) (103M3/D) (106M3) (106M3) 11/02-10/03 634.4 515.0 188.0 188.0 11/03-10/04 538.3 464.5 169.5 357.5 11/04-10/05 451.5 408.2 149.0 506.5 11/05-10/06 375.3 337.2 123.1 629.6 11/06-10/07 312.4 280.9 102.5 732.1 11/07-10/08 259.9 233.7 85.3 817.4
(1) Contract share of wellhead deliverability of all field xxxxx at expected minimum gathering system pressure unconstrained by pipeline or plant capacity. Assumed to decline exponentially with total field production.
