EXHIBIT 10.73
ALASKAN XXXX INLET CRUDE OIL PURCHASE AGREEMENT
WEST SIDE XXXX INLET CRUDE OIL
Forest Oil Corporation, ("Forest"), a New York corporation, whose principal
offices are located at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, and
Tesoro Alaska Company ("Tesoro"), a Delaware corporation, whose principal
offices are located at 000 Xxxxxxx Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000 enter
into this Agreement whereby Forest agrees to sell; and Tesoro agrees to buy
Merchantable Crude Oil under the following terms and conditions. Tesoro and
Forest are each a "Party" and collectively are the "Parties" to this Crude Oil
Purchase Agreement (the "Agreement").
1) MERCHANTABLE CRUDE OIL
a) Applicable Merchantable Crude Oil. This Agreement covers:
i) All of Forest's owned or controlled Alaskan Xxxx Inlet crude oil
("ACI") available at the Drift River Terminal, and in amounts equivalent to 100%
of that crude oil produced from all of Forest's owned or controlled interest in
leases located on the west side of the Xxxx Inlet. The parties acknowledge that
current production is approximately 13,000 barrels of oil per day. The ACI sold
hereunder shall include crude oil produced from Forest's Redoubt Shoal (Osprey
Platform) facilities ("Redoubt Shoal ACI"), together with Forest's ACI produced
from other facilities ("Non-Redoubt Shoal ACI").
ii) The State of Alaska's royalty share and Over Riding Royalty
Interest Owners share (ORRI) of ACI produced by Forest, unless the State and/or
ORRI owners elect to take their share of the production in kind.
b) Volumes Allowed Under Contract. Forest shall deliver and Tesoro shall
receive all of Forest's ACI production which Forest is able to make available
and deliver to Tesoro at the Xxxx Inlet Pipeline, Inc. operated Xxxxxxx Xxx
Loading Facility of the Drift River Terminal (the "Delivery Point"). However,
unless mutually agreed to the contrary, the maximum annual quantity of ACI
allowed to be delivered by Forest to Tesoro under this Agreement at the Delivery
Point shall never exceed the lesser of i.) Forest's annual average proportionate
share of all ACI produced or ii.) the annual average of 40,000 bbls/day.
c) Measurements. Quantities of ACI delivered to Tesoro's vessels hereunder
shall be determined from tank gauges at the Drift River Terminal. Volume and
gravity of such quantities shall be adjusted to corresponding volume and gravity
at 60 degrees Fahrenheit, net of BS&W and free water, in accordance with the
latest ASTM-IP Petroleum Measurement Tables then in effect. Each Party shall
have the right to have a
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representative present to witness all measurements. However, in the absence of
either Party's representative, the measurements of the other Party shall be
deemed to be correct. The volume of Redoubt Shoal ACI included within each
lifting will be calculated by Xxxx Inlet Pipe Line Company, who shall determine
the volume of Redoubt Shoal ACI injected into the pipeline from the production
platform and calculate the ratio of Redoubt Shoal ACI to Non-Redoubt Shoal ACI
in the pipeline and storage tanks in the terminals on each day. This ratio will
then be used to calculate a running daily inventory of Redoubt Shoal ACI in the
terminal, and the amount of Non-Redoubt Shoal ACI in the terminal. Each lifting
shall be deemed to include the same proportion of Redoubt Shoal ACI and
Non-Redoubt Shoal ACI as is contained in the terminal inventory on the date of
lifting. Tesoro and Forest shall have the right to audit these calculations at
any time during normal business hours that Tesoro and Forest deem appropriate,
but in no event more often than once every six (6) months. In the event that
Xxxx Inlet Pipe Line Company does not provide the above calculations, then the
actual Redoubt Shoal ACI production for the number of days between each lifting
will be deemed to be the first barrels of ACI loaded each lifting.
d) Quality of ACI to be Delivered. ACI sold under this Agreement shall be
subject to the Quality Specifications defined in the Xxxx Inlet Pipeline Tariff,
as approved by the Regulatory Commission of Alaska ("RCA"), provided, however,
BS&W may not exceed 0.5% by volume without approval, prior to loading, by
Tesoro. The quality definition establishes a minimum standard of acceptability
for delivery hereunder, but does not constitute a pricing criterion. If, as the
result of actions by a producer or operator other than Forest, crude is
delivered to Drift River that causes the aggregate blend of ACI available for
delivery at the Drift River Terminal to exceed 0.5% BS&W, then Tesoro will
accept Forest's share of said blend with no pricing adjustment to the extent
that Tesoro accepts said blend with no price adjustment from other sellers of
ACI.
e) Obligation of Tesoro to Take ACI. Tesoro is obligated to purchase all
allowed ACI volumes, as defined in Section l)b) above, delivered by Forest to
the Delivery Point during the term of this Agreement. Except in the event of
Force Majeure, as hereinafter defined in paragraph term (8), if Tesoro fails to
purchase the allowed ACI volumes specified under this Agreement, Tesoro shall be
deemed in default, and while such default continues to exist, Forest may, at its
sole option, terminate this Agreement or make alternative sales arrangements for
all or any part of its ACI.
f) Liftings, Crude Oil Scheduling, and Nominations. It is the
responsibility of Tesoro to comply with the rules and regulations regarding the
delivery of ACI to vessels of Xxxx Inlet Pipeline, Drift River Terminal, and
other transportation pipelines, marine vessels, and marine authorities. It is
the responsibility of Tesoro to make best efforts to schedule and manage its
liftings at Drift River Terminal and other pipeline facilities so that flow of
ACI into the transportation systems is not interrupted.
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g) Delivery of ACT and Title. Delivery of ACI shall be made at the
designated Delivery Point. Title to, responsibility for, and risk of loss shall
pass from Forest to Tesoro as the ACI passes through the inlet flange of
Tesoro's receiving vessel at the Delivery Point.
2) TERM AND ASSIGNMENT
a) Term. The term shall commence on January 1, 2003, and shall continue
through December 31, 2004.
b) Automatic Extension. This Agreement shall automatically extend in
one-year intervals after the initial term of the Agreement unless notice of
cancellation at least 60 days in advance of the annual expiration date is
provided in writing by either Party by Certified Return Receipt U.S. Mail.
c) Assignment of Agreement by Tesoro. Tesoro may not assign this Agreement
without the written consent of Forest, which consent shall not be unreasonably
withheld.
d) Assignment of Agreement by Forest. Forest may not assign this Agreement
without the written consent of Tesoro, which consent shall not be unreasonably
withheld.
3) PRICE
a) Redoubt Shoal ACI. The price for each delivery of Redoubt Shoal ACI made
during each Calendar month hereunder shall be equal to the simple arithmetic
average of the published daily (weekends and holidays shall be excluded in
calculating the average) New York Mercantile Exchange ("NYMEX") Settlement
Prices for Light Sweet Crude Oil delivered at Cushing, Oklahoma (WTI) for the
applicable front month NYMEX Contract published each business day in the
calendar month of delivery hereunder ("Index Price"), subject to the following
adjustments:
i) a deduction for a NYMEX WTI to West Coast Alaskan North Slope
("ANS") location and quality adjustment (the "ANS Adjustment") equal to the
difference between the calendar month average for the published NYMEX WTI front
month settlement and the calendar month average of the Midpoint of the Xxxxx'x
published postings for West Coast ANS (the "ANS Midpoint"). The ANS Midpoint
shall be calculated from the ANS (Calif) high and low prices set forth on page
171 of Xxxxx'x electronic feed. The minimum ANS Adjustment will be a deduction
of $1.715/barrel; (for example, if the published calendar month average NYMEX
WTI to ANS Midpoint differential is $1.25/bbl, the price for delivery of ACI in
that calendar month will use an ANS Adjustment of $1.715/bbl. If the published
calendar average NYMEX WTI to ANS Midpoint differential is $2.00/bbl, the price
for delivery of ACI in that calendar month will use an ANS Adjustment of
$2.00/bbl.)
ii) a deduction adjusting for Redoubt Shoal ACI quality to ANS quality
of $0.45 per barrel;
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iii) a deduction for a transportation and shipping allowance,
currently $1.184/barrel, which shall be escalated annually commencing January 1,
2004 by 5 00 percent (5.0%);
iv) a deduction for the Xxxx Inlet Spill Plan Response Inc. (CISPRI)
operating expense incurred by Tesoro (hereafter referred to as the "CISPRI
Allowance") which is initially $0.1607/Bbl until April 1, 2003 and $0.1620/bbl
until April 1, 2004, and to be adjusted on April 1, 2004 and annually
thereafter, based upon changes in operating expenses and volumes allocated to
Tesoro by CISPRI during the prior Calendar year ("P Year") from the next
preceding Calendar year ("P-l Year"). The annually revised CISPR1 Allowance
shall be computed by multiplying the CISPRI Allowance in effect at the end of
the P Year by a factor, calculated as follows:
the fraction of the CISPRI operating expense ('XXX') for the P Year divided by
the XXX for the P-1 Year, divided by the product of [the fraction of the annual
volume of ACI production ('WSPV') for the P Year shipped under this Agreement,
divided by the annual volume of WSPV for the P-l Year, multiplied by the
fraction of the annual volume of CISPRI weighted barrels ('CWBV') for the P Year
divided by the annual volume of CWBV for the P-1 Year] as shown in the following
formula:
P Year XXX P Year WSPV P Year CWBV
P Year CISPRI X (--------------) / (--------------- X ---------------)
P - 1 Year XXX P - 1 Year WSPV P - 1 Year CWBV
For example, if on April 1, 2003, the following figures were correct:
2001 CISPRI Operating Expense (P-1 XXX) $ 6,619,590
2002 CISPRI Operating Expense (P Year XXX) $ 6,736,716
2001 Total ACI Production Shipped (P-l Year WSPV) 9,151,940 bbls
2002 Total ACI Production Shipped (P Year WSPV) 8,555,291 bbls
2001 Total CISPRI Weighted Barrels (P-l Year CWBV) 38,341,100 bbls
2002 Total CISPRI Weighted Barrels (P Year CWBV)= 41,400,500 bbls
Then in this example the revised CISPRI allowance for April 2003 through April
2004 would be calculated as follows:
$6,736,716 $8,555,940 41,400,500
$0.1607 X(----------)/(---------- X ----------) = $0.1607 X 1.0081 = $0.1620/bbl
$6,619,590 $9,151,940 38,341,100
v) a deduction for Tesoro's transportation of Seller's Redoubt Shoal
ACI through the Kenai Pipeline (KPL), which includes all Nikiski Port, dock,
unloading, and transfer fees if any, deemed to be to the published tariff of KPL
approved by the RCA, (currently S0.059/Bbl) or the current approved version of
the KPL tariff,
b) Non-Redoubt Shoal ACI The price for each delivery of Non-Redoubt Shoal
ACI, made during each Calendar month hereunder shall be the Index Price, subject
to the following adjustments:
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i) a deduction for the ANS Adjustment, calculated as set forth in
section 3)a)i), above.
ii) an addition adjusting for Non-Redoubt Shoal ACI quality to ANS
West Coast quality of $0.995 per barrel;
iii) a deduction for transportation and shipping allowance, initially
to be $1.184/barrel, which shall be escalated annually commencing January 1,
2004 by 5.00 percent (5.0%);
iv) a deduction for the CISPRI Allowance, calculated as set forth in
section 3)a)iv), above:
v) a deduction for Tesoro's transportation of Seller's Non-Redoubt
Shoal ACI through the Kenai Pipeline (KPL), which includes all Nikiski Port,
dock, unloading, and transfer fees if any, deemed to be to the published tariff
of KPL approved by the RCA, currently $0.059/Bbl or the current approved version
of the KPL tariff,
c) Allocation For Pricing. Each lifting of crude oil may include both
Redoubt Shoal ACI and Non-Redoubt Shoal ACI. Deliveries of Redoubt Shoal ACI and
Non-Redoubt Shoal ACI within such lifting shall be determined pursuant to the
allocation procedures set forth in Paragraph l(c) above, and the applicable
price shall be paid accordingly for those delivered volumes.
d) Taxes. Forest shall be responsible for paying all taxes owed on sale of
ACI hereunder, or on production or handling of ACI prior to delivery. Tesoro
shall be liable for all taxes on sale, processing, transportation or handling of
ACI after delivery.
4) CONTRACT PRICE REOPENER PROVISIONS
The Parties agree to enter into good faith negotiations to establish a new
pricing formula for Deliveries of Redoubt Shoal ACI and/or Non Redoubt Shoal ACI
under the circumstances set forth below. The Parties agree to share relevant
information in such negotiations and to cooperate in good faith, provided
however, that each Party shall have the right to take reasonable steps to
preserve the confidentiality of trade secrets or proprietary information.
i) Quality Change. If the quality of either Redoubt Shoal ACI or
Non-Redoubt Shoal ACI materially changes, or if a new stream delivered By Forest
with materially different quality, is introduced to the common stream, a party
may request renegotiation of the applicable price to reflect the net change in
value of that ACI attributable to such change in quality. If the Parties cannot
reach agreement within 30 days of such a request to renegotiate the price, then,
at any time thereafter either Party may terminate this Agreement upon 30 days
written notice.
ii) Trading Cessation. If the NYMEX ceases to publish front month WTI
contracts or changes its assumptions, methods, or reference points for such
published front month
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contracts, the Parties shall agree upon a substitute front month contract that
reflects prices equivalent to those contemplated hereby, with such adjustments
as might be necessary to correlate the Index Prices to the equivalents of the
Index Prices specified herein. If Xxxxx'x ceases to publish West Coast ANS
postings, then the Parties shall agree upon a substitute reference point, with
such adjustments as might be necessary to correlate the ANS Midpoint to the
equivalent price references specified herein. If the Parties cannot reach
agreement within 30 days of such a request to renegotiate such changed reference
prices, then, at any time thereafter either Party may terminate this Agreement
upon 30 days written notice.
iii) Volume Reduction. If the entire volume of ACI production being
shipped from the Drift River terminal should decline to a level less than 9,000
barrels per day, where Tesoro in good faith determines that it becomes
uneconomic for it to continue purchasing such ACI production at the prices
specified herein, Tesoro may propose a new pricing formula to be used to reflect
the economic value to Tesoro of such reduced volumes of production. The Parties
shall then negotiate in good faith to agree upon a price that reflects the
economic value of the reduced volumes of Forest's ACI production under the
conditions then existing. If the Parties cannot reach agreement within 30 days
of such a request to renegotiate the pricing formula, then either Party may
terminate this Agreement upon 30 days notice.
iv) CISPRI Changes. If the CISPRI organization fundamentally changes
the manner in which it allocates operating expenses or materially changes the
CISPRI Weighted Barrel methodology, the Parties shall agree upon a substitute
formula that correctly reflects the cost of CISPRI operating expenses allocated
to the volume of ACI delivered under this contract. If the Parties cannot reach
agreement within 30 days of such a request to renegotiate the CISPRI Allowance,
then, at any time thereafter either Party may terminate this Agreement upon 30
days written notice.
v) Closure of the Tesoro Alaska Refinery. In the event of closure of
the Tesoro Alaska refinery, the Parties shall negotiate in good faith a new
pricing formula. If the Parties cannot reach agreement within 45 days of such a
request to renegotiate the pricing formula, then, at any time thereafter either
Party may terminate this Agreement upon 45 days written notice.
vi) Volume Increase. If volumes of Forest's ACI production increase to
a level above 24,000 barrels per day, either party may request a renegotiation
of the pricing formula. If the Parties cannot reach agreement within 30 days of
such a request to renegotiate the price, then either Party may terminate this
Agreement upon 30 days notice.
5) STATEMENTS, INVOICING, PAYMENT AND AUDIT
a) Invoicing. Forest shall invoice Tesoro for the amount due Forest for ACI
delivered during each calendar month by the tenth working day of the month
following delivery. Such invoice shall specify the financial institution and
wire transfer number for the account to which payment shall be made.
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b) Payment. Tesoro shall make payment by wire transfer to the financial
institution and account designated by Forest, no later than the twentieth (20th)
day of the month in which the invoice is received, or within ten days of receipt
of Forest's invoice, whichever is later. Payment shall be made in immediately
available U.S. Dollars. Payments due on Saturdays or U.S. bank holidays (other
than Mondays) shall be made on the preceding business day; payments due on
Sundays or Monday bank holidays shall be made on the following business day.
Late payments shall accrue interest at a rate equal to the prime rate of
JPMorgan Chase Bank plus two points or the maximum interest allowed by the State
of Alaska, whichever is lower.
c) Default. If payment is not received in accordance with these terms,
Tesoro shall be considered in default. In such event, upon five (5) days written
notice to Tesoro, Forest shall have all rights under law, and, in addition,
until payment is made in full of all amounts due, plus applicable interest,
Forest may cease deliveries to Tesoro under this Agreement and make alternate
arrangements for all or part of the production or terminate this Agreement.
d) Creditworthiness. In the event either Party makes an assignment for the
benefit of creditors or any general arrangement with creditors, or if there are
instituted by or against either Party proceedings in bankruptcy or under any
insolvency law or law for reorganization, receivership or dissolution, the other
Party may withhold shipments or terminate this Agreement without notice,
provided however, that any involuntary bankruptcy proceedings against a Party
shall not be grounds for termination of this Agreement if such proceedings are
withdrawn or rejected by the Court within 60 days of the filing thereof. The
exercise by either Party of any right under this Section shall be without
prejudice to any claim for damages, offset, recoupment or any other right under
this Agreement or applicable law. If at any time during the term of this
Agreement, the financial responsibility of Tesoro becomes impaired or
unsatisfactory to Forest (however evidenced), then in such case either advance
payment, properly endorsed negotiable bills of lading, a letter of credit or
other satisfactory security shall be given upon demand, and performance
hereunder may be withheld by Forest until such payment, bills of lading, letter
of credit or other security is received. If such payment, bills of lading,
letter of credit or other security is not received by Forest within five (5)
days from demand therefor, then Forest may immediately and without notice
terminate this Agreement.
e) Audit, Errors and Corrections. A Party shall have the right, at its own
expense, upon reasonable notice and at reasonable times, to examine the books
and records of the other Party only to the extent reasonably necessary to verify
the accuracy of any statement, charge, payment, or computation made under this
Agreement. This examination right shall not be available with respect to
proprietary information not directly relevant to transactions under this
Agreement. In the event errors and corrections are identified, both parties will
promptly work to quantify such errors and corrections. All invoices and xxxxxxxx
shall be conclusively presumed final and accurate unless objected to in writing,
with adequate explanation and/or documentation, within two years after the date
of invoice. All retroactive adjustments shall be paid in full by the party owing
payment within 30 days of notice and substantiation of such inaccuracy.
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6) CONFIDENTIAL INFORMATION
a) The information contained in this Agreement, including without
limitation the term, volume, price, and duration, is commercially sensitive
information and could be used by competitors to the detriment of one or both
Parties. Neither Party shall disclose any of the terms of this Agreement to
third parties without the prior written consent of the other Party, unless said
disclosure is being made to the State of Alaska, financial institutions, third
parties with whom either Party may be engaged in negotiations for a sale or
farmout, auditors, consultants, or as required by law or governmental authority.
In either case, the party required or desiring to disclose information will
notify the other party at the earliest practical date so the nondisclosing party
may take whatever steps it deems appropriate to prevent the disclosure, and the
Parties shall reasonably cooperate with each other to prevent disclosure or to
mitigate any adverse consequences that might arise by reason of any such
disclosure.
b) Notwithstanding anything herein to the contrary, any Party (and any
employee, representative, or other agent of any Party to this Agreement) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by this Agreement
(the "Transactions") and all materials of any kind (including opinions or other
tax analyses) that are provided to it relating to such tax treatment and tax
structure; provided, however, that such disclosure may not be made to the extent
required to be kept confidential to comply with any applicable federal or state
securities laws.
7) NOTICES AND ADDRESSES
All contractual notices shall be made as follows:
If to Forest:
Forest Oil Corporation
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Phone (000) 000-0000, Fax (000) 000-0000
Attn: Manager Oil & Gas Marketing
If to Tesoro:
Tesoro Alaska Company
C/O Tesoro Refining and Marketing
000 Xxxxxxx Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
Phone (000) 000-0000, Fax (000) 000-0000
Attn: Manager Canadian/P.N.W. Crude Supply
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All operational notices shall be made as follows:
If to Forest:
Forest Oil Corporation
000 X Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxx 00000-0000
(000) 000-0000, Fax (000) 000-0000
Attn: Xxx Xxxxxxx
Planning Manager
With a copy to:
Forest Oil Corporation
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000, Fax (000) 000-0000
Attn: Manager Oil & Gas Marketing
If to Tesoro:
Tesoro Alaska Company
C/O Tesoro Refining and Marketing
000 Xxxxxxx Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
Phone (000) 000-0000, Fax (000) 000-0000
Attn: Manager Canadian/P.N.W. Crude Supply
With a copy to:
Attn: VP, Crude Oil Supply, and
Alaska Crude Oil Scheduler
8) FORCE MAJEURE
a) In the event either Party, by reason of an event of Force Majeure is
rendered unable, wholly or in part to perform its obligations under this
Agreement (other than its obligation to pay money), then upon said Party giving
notice and particulars of such event, its obligation to perform shall be
superseded or correspondingly reduced during the continuance of any inability so
caused, but in no greater amount than required by the event and such event
shall, so far as possible, be remedied with all reasonable and prompt dispatch.
For purposes of this Agreement, Force Majeure shall include constraints
involving the functioning of any pipelines, marine vessel(s) or facility which
belongs to Tesoro or its transporter.
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b) The term "Force Majeure" as used herein, shall include by way of example
and not limitation, acts of God, natural catastrophes, acts of the public enemy,
strikes, lockouts or industrial disputes or disturbances, civil disturbances,
breakage or accident to machinery or lines of pipes, interference or regulation
by public bodies or officers acting under claims of authority, or any other
cause whether or not similar to the foregoing, beyond the reasonable control of
the Party so unable to perform. Settlement of strikes, lockouts or other labor
disputes shall be entirely within the discretion of the Party having the
difficulty and the above requirements that any force majeure event must be
remedied with all reasonable dispatch do not require that a Party experiencing
strikes, lockouts, or other labor disputes must accede to any demand of opposing
persons when such course is inadvisable in the sole discretion of the Party
experiencing said difficulty.
c) Should Tesoro be unable to take delivery of Forest's ACI by reason of
Force Majeure, Forest shall have the right to sell all or part of its ACI
volumes during said suspended period. Tesoro further agrees to cooperate and
assist Forest during the transition of any alternate sales arrangement.
9) MISCELLANEOUS PROVISIONS
a) Warranty: Forest warrants marketable title, free and clear of all taxes,
claims, liens and encumbrance, to all ACI sold and delivered hereunder. Forest
further warrants that the ACI sold and delivered hereunder will be marketable
ACI of the type, grade and quality specified in Paragraph l(d) above. Except as
specifically provided above, Forest makes no warranty whatsoever as the quality,
fitness, suitability, conformity or merchantability of the ACI.
b) Waiver Of Damages: Neither Party shall ever be liable for any special,
consequential, incidental or indirect losses or damages resulting from the sale,
purchase, exchange, transportation or delivery of ACI or for any punitive,
exemplary or multiple damages, all of which damages are expressly excluded and
limited under this Agreement.
c) Applicable Law. The Parties agree the laws for the State of Alaska shall
govern the interpretation and construction of this Agreement.
d) Laws And Regulations: The Parties shall enter into this Agreement in
reliance upon and shall fully comply with all applicable federal, state, and
local laws, rules, regulations, decrees, and/or permits ("Regulations"), which
directly or indirectly affect the ACI sold and delivered hereunder, or any
delivery, transportation handling or storage of such ACI. Each Party shall be
solely responsible for compliance with all Regulations associated with such
Party's operations and facilities. In the event any provision of this Agreement,
or any action or obligation imposed upon a Party hereby, shall at any time be in
conflict with any requirement of a Regulation, then the provision, action or
obligation so adversely affected shall immediately be modified to conform to the
requirements of the Regulations, and all other provisions of this Agreement
shall remain effective.
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e) Section Heading. The Section headings in this Agreement are for
convenience only, and do not purport to and shall not be deemed to define,
limit, or extend the scope or intent of the section to which they pertain.
f) Authority to Enter Agreement. Each Party covenants to the other Party
that it has the legal authority, subject only to receipt of necessary approvals,
to enter into and perform this Agreement and each obligation assumed by such
party under this Agreement.
g) Modifications. No modification, waiver or amendment of this Agreement
shall be valid unless it is in writing and signed by the Parties. Waiver by
either Party of performance of any obligations or any default by the other Party
shall not operate as a waiver of performance of same or any other obligation or
any future default.
h) Agreement Not to Be Construed Against Either Party as Drafter. The
Parties recognize this Agreement is the product of the joint efforts of the
Parties and agree it shall not be construed against one Party or the other as a
result of the preparation, submittal, or other event of negotiation, drafting,
or execution.
i) Entirety Of Agreement. This Agreement shall constitute the entire
understanding of the Parties relating to the sale of ACI specified therein and
shall supersede any and all written or oral proposals, negotiations, and
representations of the Parties prior to the execution thereof. If any portion of
this Agreement should fail or be legally invalid or unenforceable, the remainder
of this Agreement shall nevertheless survive and remain in full force and
effect, and shall be construed to give effect of the intent of the Parties
specified therein to the maximum extent legally possible.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
FOREST OIL CORPORATION TESORO ALASKA COMPANY
By: /s/ H. Xxxxx Xxxxx By: /s/ Xxxxxxx X. Xxx Xxxxx
--------------------------------- ------------------------------------
Name: H. Xxxxx Xxxxx Name: Xxxxxxx X. Xxx Xxxxx
Title: President and CEO Title: Executive Vice President
Date: September 17, 2003 Date: September 17, 2003
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