Exhibit 10h
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[LETTERHEAD OF HUNTWAY REFINING COMPANY APPEARS HERE]
March 25, 1994
DUPLICATE ORIGINAL
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Energy, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Mac:
This is to confirm our agreement under which Huntway Partners, L.P., dba
Huntway Refining Company ("Huntway") agrees to purchase and receive and
▇▇▇▇▇▇▇▇▇ Energy, Inc. ("▇▇▇▇▇▇▇▇▇") agrees to sell and deliver Midway Sunset
crude oil under the following terms and conditions. Huntway assigns contract
number HB-2210 to this agreement.
TERM: Effective April 1, 1994 to July 1, 1994 and continuing thereafter until
terminated on the first day of a subsequent month by one party delivering to the
other party a ninety (90) day prior written notice.
VOLUME: Approximately 1,200 to 1,500 barrels per day.
QUALITY: Typical production quality of crude oil produced from ▇▇▇▇▇▇▇▇▇ leases
in the Midway Sunset oil field, approximately 13.0 degrees API gravity, with
BS&W not to exceed that acceptable to the Huntway nominated receiving pipeline.
DELIVERY LOCATION: Crude oil shall be delivered F.O.B. into the Chevron common
carrier pipeline at ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Title and risk
of loss shall transfer from Seller to Buyer as the crude oil passes into the
receiving pipeline LACT meter.
PRICE: Average of Chevron, Unocal and Texaco for Midway Sunset crude oil,
averaged over the month of delivery, adjusted for the actual gravity of crude
oil delivered, plus $0.10 per net barrel.
PAYMENT: Payment shall be made the twentieth of the month following the month
of delivery by wire transfer of immediately available funds provided, however,
if the twentieth falls on a
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Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Energy, Inc.
March 25, 1994
Page Two
Sunday or Monday bank holiday, payment shall be made the first business day
after the twentieth, and if the twentieth falls due on a Saturday or any other
bank holiday, the payment shall be made the business day immediately preceding
the twentieth.
SECURITY: Huntway shall provide ▇▇▇▇▇▇▇▇▇ with a letter of credit acceptable to
▇▇▇▇▇▇▇▇▇ and drawn on a bank acceptable to ▇▇▇▇▇▇▇▇▇ prior to receiving
delivery each month under this agreement. Huntway agrees that if Huntway does
not pay any amount due ▇▇▇▇▇▇▇▇▇ when such amount is due, ▇▇▇▇▇▇▇▇▇ may draw on
any letter of credit written by Huntway which names ▇▇▇▇▇▇▇▇▇ as beneficiary and
which has not expired, regardless of the original purpose of that letter of
credit.
OTHER: The attached Huntway Standard Terms and Conditions, dated March 15,
1994, to the extent there is no conflict with the above, shall apply. In the
event of any conflict, the provisions of this letter prevail. Anything not
covered by this letter or the Standard Terms and Conditions shall be governed by
usual industry practice for this type of business.
If this is in conformity with your understanding of our agreement, please
indicate your approval by signing and returning the Original copy of this
letter. The Duplicate Original copy is for your file.
Yours truly,
HUNTWAY REFINING COMPANY
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
Executive Vice President
Agreed to this 28th day of March, 1994
▇▇▇▇▇▇▇▇▇ ENERGY, INC.
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
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Title CEO
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HUNTWAY REFINING COMPANY
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1. WARRANTY/TAXES:
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The Seller warrants good title to all liquid hydrocarbons delivered pursuant
to this Contract and warrants that such shall be free from all royalties,
liens, encumbrances, and all applicable foreign, Federal, State and local
taxes that are imposed upon the production and/or removal of liquid
hydrocarbons from the premises through the point of delivery. Seller further
warrants that such liquid hydrocarbons has been produced, handled and
transported to the point of delivery in accordance with all applicable laws,
rules and regulations of all local, State and Federal authorities. Seller
further warrants that all liquid hydrocarbons will be merchantable.
Merchantable liquid hydrocarbons is defined as virgin liquid hydrocarbons
suitable for normal refinery processing, and free of foreign contaminants or
chemicals including, but not limited to, chlorinated and oxygenated
hydrocarbons. Buyer shall be liable for and shall remit to the proper
governmental authorities any Federal, State, municipal, or other regulatory
body's taxes, inspection fees, transfer taxes or fees, occupation taxes or
other like assessments or charges that may be applicable to liquid
hydrocarbons after the point of delivery. If any tax imposed by 26 U.S.C.
Sec. 4611 (the tax on petroleum under the Superfund Amendments and
Reauthorization Act of 1986) shall be applicable, after the point of
delivery, to a purchase, sale or exchange pursuant to this Contract, the
Buyer shall be liable for payment and shall be responsible for remittance
of such tax to the appropriate governmental authority.
2. TITLE AND RISK OF LOSS:
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Title to, possession of and risk of loss of liquid hydrocarbons shall pass
to the Buyer as the liquid hydrocarbons passes from equipment or location
owned or controlled by the Seller, or owned or controlled by a party
designated to make delivery on behalf of the Seller, into equipment owned or
controlled by the Buyer, or owned or controlled by a party designated to
take delivery on behalf of the Buyer. Provided, however, that in cases of in
line transfers, title to, possession of and risk of loss of liquid
hydrocarbons shall pass to Buyer as the liquid hydrocarbons is deemed
transferred. Such shall be available, in accordance
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with the transfer statement or other receipt issued by the carrier or
storage facility.
3. EQUAL DELIVERIES:
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For purposes of determining price, liquid hydrocarbons delivered during any
given month hereunder shall be deemed to have been delivered in equal daily
quantities during such month except as follows: Deliveries of liquid
hydrocarbons at lease.
4. MEASUREMENTS AND TESTS:
----------------------
All measurements hereunder shall represent one hundred percent (100%)
volume with such volume and gravity adjusted to sixty (60) degrees
Fahrenheit temperature. Procedures for measuring and testing, except for
deliveries through positive displacement-type liquid meters, shall be
according to latest ASTM published methods then in effect. Procedures for
such metered-type delivery shall be according to the latest ASME-API
published methods then in effect. The liquid hydrocarbons delivered
hereunder shall be merchantable and acceptable to the carriers involved and
full deduction shall be made for all BS&W content according to the latest
ASTM standard method then in effect. Should either party hereto fail to
have a representative present during such measuring and testing, the
measurements and tests of the other party will be accepted.
5. CONFIRMATION OF DELIVERY:
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Confirmation of delivery shall be based on run tickets evidencing such
delivery or allocation statements issued by the carriers involved.
6. FINANCIAL RESPONSIBILITY:
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Should Buyer's credit or financial responsibility become unsatisfactory to
Seller at any time while a Contract is in effect between the parties, cash
payments in advance or security satisfactory to Seller may be required by
Seller before proceeding.
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7. ASSIGNMENT:
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Neither Party shall assign this Contract without the prior written consent
of the other.
8. FORCE MAJEURE:
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Neither Party shall be liable to the other for failure or delay in making
or accepting delivery hereunder to the extent that such failure or delay
may be due to compliance with acts, orders, regulations or requests of any
Federal, State or local civilian or military authority or any other persons
purporting to act therefor; riots; strikes; labor difficulties; action of
the elements; transportation difficulties; or any other cause reasonably
beyond the control of such Party, whether similar or not. For the purposes
of this section, the term "Party" shall be defined to include Seller's
supplier and Buyer's receiver. Neither Party shall be obligated to make up
any deliveries omitted as a result of any of the causes enumerated in this
section. In the event either Party invokes the provisions of this section,
such Party shall use its best efforts to provide the other Party, in
writing (Telex or other electronic communication acceptable) with as much
advance notice as is possible, the underlying circumstances of the
particular cause(s) of Force ▇▇▇▇▇▇, and the expected duration thereof.
Notwithstanding the provisions of this section, Buyer shall not be
relieved of any obligation to make payments with regard to liquid
hydrocarbons delivered hereunder.
9. GOVERNING LAW AND JURISDICTION:
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This Contract shall be construed and governed by the laws of the State of
California and each Party expressly submits to the jurisdiction and venue
of the Courts of the State of California or the Federal Courts in
California for the purposes of litigation.
10. NEW OR CHANGED REGULATIONS:
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Each of the Parties hereto is entering into this Contract in reliance on
the laws, taxes, fees, duties, rules, regulations, decrees, agreements,
concessions and arrangements, with governments or governmental
instrumentalities (the "Regulations") in effect on the date of this
Contract which directly or indirectly affect the Oil sold and to be
delivered hereunder insofar as these Regulations affect the Seller, the
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Seller's supplier, the Buyer, or the receiver.
In the event that during the term of this Contract any of the Regulations
are changed or new regulations become effective and the effect of such new
or changed regulation is not covered by any other provision of this
Contract, and said change has a material adverse economic impact upon the
parties named above, the party affected, or if the Seller's supplier, the
Seller, or if the receiver, the Buyer, in the exercise of good faith shall
have the option to request renegotiation of the prices and/or other
relevant terms of this Contract with respect to deliveries not yet made. In
the event the Buyer or Seller is in good faith dissatisfied with the
results of the renegotiation, either party will have the right to cancel
this Contract if notice of such cancellation is given in writing to the
other party within thirty (30) days of the effective date of (i) the change
of the Regulations or (ii) the new regulations.
11. INVOICES:
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Seller shall provide hard copy invoices to Buyer for the liquid
hydrocarbons delivered as soon as possible after the close of each calendar
month during which deliveries are made but not later than five (5) business
days prior to payment due date.
12. WAIVER:
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No waiver by either party of any breach of any of the covenants or
conditions herein contained to be performed by the other party shall be
construed as a waiver of any succeeding breach of the same or of any
covenant or condition hereof.
13. TIMING:
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References to calendar dates set forth in this Contract and any amendments
hereto, shall mean 7:00 a.m. of the dates indicated
MARCH 15, 1994
(tlscontr)
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[LOGO OF HUNTWAY REFINING COMPANY APPEARS HERE]
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Mailing Address: ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ FAX (▇▇▇) ▇▇▇-▇▇▇▇
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Energy, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Mac:
Please reference our letter agreement dated March 25, 1994, Huntway
Contract HB-2210.
Based on our recent discussions and recognizing ▇▇▇▇▇▇▇▇▇ Energy's request
to adjust the pricing clause of our crude oil purchase/sale agreement, Huntway
proposes to amend the contract Volume, Quality, Delivery, and Price sections to
read as follows effective March 1, 1996:
Volume: Approximately 1500 to 1750 barrels per day.
Quality: typical production quality of crude oil produced from ▇▇▇▇▇▇▇▇▇ leases
in the Midway Sunset oil field, approximately 12.0 degrees API gravity, with
BS&W not to exceed that acceptable to the Huntway nominated receiving pipeline.
Delivery Location: crude oil shall be delivered F.O.B. into the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. Title and risk of loss shall
transfer from Seller to Buyer as the crude oil passes into the receiving
pipeline LACT meter.(Note: this is not a change but initial deliveries, as you
know, were in fact into a Chevron pipeline which delivered into Texaco for our
account.)
Price: Average of Chevron, Unocal, Mobil and Texaco for Midway Sunset crude oil,
averaged over the month of delivery, adjusted for the actual gravity of crude
oil delivered plus a Bonus per net barrel. For the months of November,
December, January, February, March and April that this contract is in effect,
the Bonus shall be $0.20 per barrel. For the months of May, June, July, August,
September and October that this contract is in effect the Bonus shall be $0.40
per net barrel.
All other terms and conditions of the agreement remain unchanged.
If this is in conformity with your understanding of our agreement, please
so indicate by signing and returning one copy of this letter.
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▇▇▇▇▇▇▇▇▇ Energy, Inc.
February 16, 1996
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Yours truly,
Huntway Refining Company
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇▇
Executive Vice President
Agreed this 29th day of February 1996
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▇▇▇▇▇▇▇▇▇ Energy, Inc.
by: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Its: CEO
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