<PAGE> 1
AMENDMENT
DATED JULY 1, 2000
TO THE
GAS PURCHASE AGREEMENT
DATED MAY 3, 1994
THIS AMENDMENT (the "July 2000 Amendment"), made and entered into as of
the 1st day of July 2000, between Dominion Black Warrior Basin, Inc. ("Seller")
and El Paso Merchant Energy Gas, 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 and July 1, 1999 (the "1994 Agreement"); and
WHEREAS, Buyer and Seller desire to further amend the 1994 Agreement to
establish Collared and Non-Collared 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 January 1, 2001 through December 31, 2001, Section 4.1 and
4.3 of the 1994 Agreement shall be deleted in their entireties and the following
Section 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 primary term hereof
commencing on January 1, 2001 shall be divided into three categories, a
Fixed Price Quantity, an Index Price Quantity subject to a Floor and
Ceiling ("Collared Index Quantity") and an Index Price Quantity not
subject to a Floor and Ceiling ("Non-Collared Index Quantity"), as
those quantities are described in Revised Exhibit D hereto. The price
for each MMBtu of Fixed Price Quantity shall be $3.97 per MMBtu (the
"Monthly Fixed Contract Price"). The price for each MMBtu of
Non-Collared Index Quantity shall be the sum of (a) the price published
in the price table dated the first (1st) day of the applicable month by
Inside F.E.R.C.'s Gas Market Report for "Prices of Spot Gas Delivered
to Pipelines" "Southern Natural Gas Co." "Louisiana" "Index" (the
"Index Price") and (b) a Premium per MMBtu as described below (the
"Monthly Index Price"):
<TABLE>
<CAPTION>
Index Price Premium
($/MMBtu) ($/MMBtu)
--------- ---------
<S> <C>
Below 2.00 0.050
2.00 - 2.25 0.060
2.26 - 2.50 0.065
Above 2.50 0.070
</TABLE>
1
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The price for each MMBTu of Collared Index Quantity shall be the
Monthly Index Price; provided, however, that the Monthly Index Price
payable during each month for such Collared Index Quantity shall, in no
event, be less than $3.00 per MMBtu (the "Floor Price"), nor more than
$5.30 per MMBtu (the "Ceiling Price").
4.2 The price payable by Buyer for each MMBtu of Excess Quantity during
the primary term hereof commencing on January 1, 2001 shall be the sum
of the Index Price and $.02 per MMBtu (the "Excess Quantity Contract
Price").
2. Exhibit D is deleted in its entirety and the attached Revised
Exhibit D is substituted therefor and is effective during calendar year 2001
only.
IN WITNESS WHEREOF, the parties hereto have executed this July 2000
Amendment in duplicate originals as of date hereinabove first written.
Witness: EL PASO MERCHANT ENERGY-GAS, L.P.
By: /s/ Michael J. Varagona
--------------------------------- ------------------------------------
Michael J. Varagona
Senior Vice President
Witness: DOMINION EXPLORATION &
PRODUCTION, INC.
EXECUTING AS SPECIAL AGENT
AND ATTORNEY IN FACT FOR
DOMINION BLACK WARRIOR
BASIN, INC.
By: /s/ Dennis G. Millet
--------------------------------- ------------------------------------
Dennis G. Millet
Director, Gas Marketing
2
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REVISED EXHIBIT D
DATED JULY 1, 2000
TO THE
GAS PURCHASE AGREEMENT
BETWEEN
DOMINION BLACK WARRIOR BASIN, INC.
AND
EL PASO MERCHANT ENERGY-GAS, L.P., SUCCESSOR-IN-INTEREST
TO SONAT MARKETING COMPANY L.P.
DATED
MAY 3, 1994
<TABLE>
<CAPTION>
Fixed Price Index Quantities Index Quantities
Quantities (Collared) (Non-Collared)
Month/Year (MMBtu) (MMBtu) (MMBtu)
---------- ------- ------- ----------------
<S> <C> <C> <C>
Jan-01 262,500 525,000 J 262,500
Feb-01 262,500 525,000 F 262,500
Mar-01 262,500 525,000 M 262,500
Apr-01 262,500 525,000 A 262,500
May-01 250,000 500,000 M 250,000
Jun-01 250,000 500,000 J 250,000
Jul-01 250,000 500,000 J 250,000
Aug-01 250,000 500,000 A 250,000
Sep-01 237,500 475,000 S 237,500
Oct-01 237,500 475,000 O 237,500
Nov-01 237,500 475,000 N 237,500
Dec-01 237,500 475,000 D 237,500
</TABLE>
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