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EXHIBIT 10.16(c)
ASSIGNMENT AND
CONSENT TO ASSIGNMENT
THIS ASSIGNMENT AND CONSENT TO ASSIGNMENT ("Assignment") is made and
entered into this 1st day of March, 1999, by and among UNION PACIFIC FUELS, INC.
("UPFI"), UNION PACIFIC RESOURCES COMPANY ("UPRC") and KERN RIVER GAS
TRANSMISSION COMPANY ("Kern River").
RECITALS:
WHEREAS, Kern River and UPFI are parties to that certain Transportation
Agreement dated December 15, 1989 (Contract 1005), as amended, and that certain
Transportation Agreement dated December 7, 1990 (collectively, the
"Transportation Agreements"); and
WHEREAS, UPFI desires to assign the Transportation Agreements to UPRC;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Kern River, UPFI and UPRC do hereby agree as follows:
AGREEMENT:
1. UPFI hereby assigns to UPRC all of UPFI's rights, interest and
obligations arising out of and to be received or performed
under the Transportation Agreements.
2. UPRC accepts such assignment of UPFI's rights, interests and
obligations under the Transportation Agreements. UPRC will
have the rights and obligations of the "Shipper" under the
Transportation Agreements and will be bound by the obligations
of UPFI under the Transportation Agreements to the same extent
as UPRC would be bound if UPRC, rather than UPFI, were the
signatory to the Agreements and identified as "Shipper" in the
recitals, and to the same extent as if UPRC's name appeared in
the Transportation Agreements in each place where appears the
name "UPFI." UPRC will receive any refunds or adjustments due
to UPFI with respect to Assignment, and UPRC will fulfill the
obligations of UPFI with respect to the Transportation
Agreements that arose prior to the effective date of this
Assignment, including the obligations to pay demand charges
applicable to such service.
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3. Kern River consents to the assignment of the Transportation
Agreements from UPFI to UPRC, and Kern River relieves UPFI of
any responsibilities or obligations arising under the
Transportation Agreements for services after March 31, 1999.
4. In accordance with Section 17.1 of the Transportation
Agreements, this Assignment shall become effective on April 1,
1999; provided, however, UPRC may itself, or through an agent,
nominate under the Transportation Agreements on March 31,
1999, for the gas day April 1, 1999.
5. This Assignment shall be binding upon and inure to the benefit
of the parties hereto and any successors or assigns of such
parties.
6. This Assignment may be executed in any number of counterparts.
IN WITNESS WHEREOF, Kern River, UPFI and UPRC have caused this
Assignment to be duly executed as of the date first written above
KERN RIVER GAS TRANSMISSION
COMPANY
By:
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Name: Xxxxx X. Xxxxxx
Title: Vice President-Customer Services and Rates
UNION PACIFIC FUELS, INC.
By:
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Name: Xxxx X. Xxxxx
Title: Manager, Transportation
UNION PACIFIC RESOURCES COMPANY
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Attorney-In-Fact
