Unocal Pipeline Company v. BP Pipelines (Alaska) Inc., Conoco Phillips Transportation Alaska, Inc., and ExxonMobil Pipeline Co.

ACCEPTED
01-15-00266-CV
FIRST COURT OF APPEALS
HOUSTON, TEXAS
9/15/2015 11:43:07 AM
CHRISTOPHER PRINE
CLERK

NO. 01-15-00266-CV

IN THE FIRST COURT OF APPEALS FILED IN
1st COURT OF APPEALS
HOUSTON, TEXAS HOUSTON, TEXAS
9/15/2015 11:43:07 AM
CHRISTOPHER A. PRINE
Clerk
UNOCAL PIPELINE COMPANY
Appellant,
v.
BP PIPELINES (ALASKA) INC., ET AL.
Appellees

AMENDED APPENDIX
TO BRIEF OF APPELLANT UNOCAL PIPELINE COMPANY
PART ONE OF TWO: APPENDIX TABS A-F

ORAL ARGUMENT REQUESTED

GIBBS & BRUNS, L.L.P.
Mark A. Giugliano
mgiugliano@gibbsbruns.com
TBA No. 24012702
Anthony N. Kaim
akaim@gibbsbruns.com
TBA No. 24065532
J. Benjamin Bireley
bbireley@gibbsbruns.com
TBA No. 24076086
1100 Louisiana, Suite 5300
Houston, Texas 77002
Telephone: (713) 650-8805
Facsimile: (713) 750-0903

ATTORNEYS FOR APPELLANT,
UNOCAL PIPELINE COMPANY
CERTIFICATE OF SERVICE

I certify that on the 15th day of September, 2015 I served a copy of the
foregoing document upon the following attorneys of record via electronic filing:

Michael V. Powell
Elizabeth L. Tiblets
Locke Lord LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
Fax: (214) 756-8520
mpowell@lockelord.com
etiblets@lockelord.com

Steven G. Reed
Lara E. Romansic
Steptoe & Johnson LLP
1330 Connecticut Avenue, N.W.
Washington, D.C. 20036-1795
Fax: (202) 429-3902
sreed@steptoe.com
lromansic@steptoe.com

/s/ Mark A. Giugliano .
Mark A. Giugliano
AMENDED APPENDIX
TO BRIEF OF APPELLANT UNOCAL PIPELINE COMPANY

A. Final judgment of the trial court, CR629-630

B. Trial court order regarding DR&R, SCR4:2415-2417

C. Trial court order regarding “Shall Pay Claim,” SCR6:3687-3688

D. TAPS Agreement, CR60-164

E. TAPS Operating Agreement, CR524-571

F. Federal Right-of-Way, CR166-305

G. Alaska Right-of-Way, CR307-442

H. Trial court order striking evidence, SCR4:2529-2538

I. Remaining Owners’ Motion for Partial Summary Judgment Regarding
DR&R, CR39-58

J. Unocal’s Cross-Motion for Partial Summary Judgment Regarding DR&R,
SCR3:1074-1109

K. Remaining Owners’ Summary Judgment Reply Regarding DR&R, CR464-
522

L. Unocal Motion for Partial Summary Judgment Regarding “Shall Pay
Claim,” SCR4:2539-2549

M. Remaining Owners’ Motion to Dismiss the “Shall Pay Claim,” SCR3:2665-
2674

N. Remaining Owners’ Opposition to Unocal’s Motion for Partial Summary
Judgment on the “Shall Pay Claim,” SCR6:3645-3650

O. Final Environmental Impact Statement for Renewal of the Federal Grant of
the Trans-Alaska Pipeline System Right-of-Way, SCR3:1477-1480
P. Trial court order severing and consolidating into one action the DR&R
claims and Unocal’s “Shall Pay Claim,” CR622-627

Q. Mobil 1999 Sales Solicitation, SCR3:1482-1488

R. 1980 proposed amendment, SCR3:1519-1521

S. Sept. 10, 1980 Exxon letter regarding proposed amendment, SCR3:1523-
1525

T. Dec. 19, 1980 Exxon letter regarding proposed amendment, SCR3:1527-
1528

U. In re Mobil Alaska Pipeline Co., Dkt. No. P-00-8, Order No. 1 (RCA June
20, 2000), SCR3:1769-1776

V. BP Pipelines (Alaska) Inc., et al., 134 FERC ¶63020 (March 10, 2011),
SCR3:1798-1804

W. Internal Revenue Service Closing Agreement, SCR3:1718-1733

X. Trial court order denying motion to compel arbitration, SCR3:1060

Y. Remaining Owners’ First Amended Counterclaim, SCR5:2689-2709

Z. 2010 Alyeska DR&R estimate, SCR5:2947-2953

AA. 2003 Fluor Daniel DR&R estimate, SCR6:3280, 3285, 3397, 3424, 3426,
and 3427
APP. A
Final judgment of the trial court
(CR629-630)
2/26/2015 3:54:02 PM
-
Chris Daniel District Clerk
Harris County
Envelope No: 4302740
By: CHEVALIER, BEVERLY
Filed: 2/26/2015 3:54:02 PM
CAUSE NO. 2013-06244ÿ
UNOCAL PIPELINE COMPANY, §
§
Plaintiff, § IN THE DISTRICT COURT OF
v. §
§ HARRIS COUNTY, TEXAS
§
BP PIPELINES (ALASKA) INC., § 165th JUDICIAL DISTRICT
CONOCOPHILLIPS TRANSPORTATION §
ALASKA, INC., and §
EXXONMOBIL PIPELINE CO., §
§
Defendants. §

PROPOSED FINAL JUDGMENT

For the reasons set forth in this Court’s May 14, 2014, Order, this Court hereby

ADJUDGES, DECLARES, AND DECREES as follows:

I. The Trans-Alaska Pipeline System (“TAPS") Agreement does not transfer

Plaintiff Unocal Pipeline Company’s dismantlement, removal or restoration (“DR&R”)

obligations (as described in the Right of Way Leases for TAPS with the United States of

America and the State of Alaska) to the Defendants BP Pipelines (Alaska) Inc., ConocoPhillips

Transportation Alaska, Inc., or ExxonMobil Pipeline Co. when Plaintiff Unocal Pipeline

Company discontinues operations.

2. Plaintiff Unocal Pipeline Company’s claim seeking a declaratory judgment that

,![t]he Remaining Owners are required to assume unconditionally the obligations to perform or

pay for the Dismantlement, Removal, or Restoration of TAPS arising from the undivided interest

in TAPS the Remaining Owners are acquiring from withdrawing Owner, [Unocal Pipeline

Company]’' is DENIED and DISMISSED WITH PREJUDICE.

RECORDER S MEMORANDUM
This msirumenl a ol pooi quality !
at the time of imaging
I

629
3. For the reasons set forth in this Court's November 10, 2014, Order, Plaintiff

Unocal Pipeline Company’s claim for declaratory relief that “[t]he Trans-Alaska Pipeline System

Agreement entitles the Departing Owners to receive their proportion of Net Salvage Value if it is

determined to be positive, but does not obligate them to pay any portion of Net Salvage Value to

the Remaining Owners if it is determined to be negative” is DISMISSED WITHOUT

PREJUDICE.

4. All relief not expressly granted herein is DENIED. This judgment is final,

disposes of all parties’ claims in this cause number, and is immediately appealable. Costs are

taxed against the party incurring same.

SIGNED this the 47 day of

JUDGE PRESIDING

630
APP. B
Trial court order regarding DR&R
(SCR4:2415-2417)
Cause No. 2013-06244

UNOCAL PIPELINE COMPANY, § IN THE DISTRICT CO
Plaintiff, §
§
v. §
§ HARRIS COUNTY, TEXAi
c
BP PIPELINES (ALASKA) INC., § .:<
CONOCOPHILLIPS TRANSPORTATION,§
ALASKA, INC., AND §
EXXONMOBIL PIPELINE CO., §
Defendants. § 165TH DISTRICT COURT

ORDER GRANTING DEFENDANTS' FIRST AMENDED
MOTION FOR PARTIAL SUMMARY JUDGMENT CONCERNING DR&R OBLIGATIONS and
ORDER DENYING PLAINTIFF'S CROSS MOTION FOR PARTIAL SUMMARY JUDGMENT

The Court considered the First Amended Motion for Partial Summary Judgment ofBP Pipelines

(Alaska) Inc., ConocoPhillips Transportation Alaska, Inc., and ExxonMobil Pipeline Company

(collectively, "Defendants" or "Remaining Owners") and the Cross-Motion for Partial Summary

Judgment ofUnocal Pipeline Company ("UPC"), the materials contained therein, all papers filed in

response thereto, all evidence admitted in connection therewith, all pleadings on file, and the oral

arguments of counsel. After considering the law in connection with all of the above, the Court finds that

Defendants' First Amended Motion for Partial Summary Judgment should be granted and UPC's Cross-

Motion for Partial Summary Judgment should be denied.

In 1970, a group of major oil companies entered into agreement(s) to construct and maintain the

Trans-Alaska Pipeline System ("TAPS"). In 1974, the parties entered into lease agreements with the

State of Alaska, the United States and private individuals to secure easements and rights ofway to build

the pipeline and its accompanying roads and facilities.

, MEMORANDUM
RECORDER St IS ol poor quality
ThiS 1nstrumen
at the ume ollmagmg

2415
Today, UPC wants to discontinue operations and revert its interest in the pipeline to the

Remaining Owners. The question before the Court is, when the pipeline ceases operations, at some

unknown time in the future, who will have the financial burden to pay to dismantle and remove the

pipeline and restore the rights-of-way ("DR&R obligations), an amount which may cost millions of

dollars. In order for UPC to receive a release from the United States and Alaska for its proportionate

share of the DR&R obligations, UPC seeks a ruling from this Court that, when it ceases operations and

reverts its ownership back to the Remaining Owners, it also transfers its DR&R obligations. The

Remaining Owners argue that, under the terms of the TAPS Agreement, only UPC's ownership and

obligations transfer to the Remaining Owners and not its DR&R obligations. By its ruling here, this court

holds that the TAPS Agreement does not transfer the DR&R obligations from UPC to the Remaining

Owners when UPC discontinues operations.

The DR&R obligations do not transfer .from UPC to the Remaining Owners because the TAPS

Agreement does not transfer the DR&R obligations when a party discontinues its operations. The parties

primarily argue over the application of §§7.8 and 8.2(e) of the contract. 1 Section 8.2(e) requires the

Remaining Owners to "assume the obligations accruing under this Agreement" when UPC discontinues

its operations. Section 8.2(e) does not contain the additional express language of Section 7.8 that "all

commitments made pursuant hereto" also transfer. Since Section 8.2(e) fails to include provisions

expressly incorporating the Right-of-Way leases that give rise to the DR&R obligations, the DR&R

obligations do not transfer to the Remaining Owners when UPC discontinues operations.

1
The parties also refer to Section 8.3 but that is inapplicable here because 8.3 contemplates complete
termination of the entire project and how salvage, sale, or cleanup would occur under those inapplicable
circumstances.

2416
It is therefore ORDERED that Defendants' First Amended Motion for Partial Summary

Judgment is GRANTED.

It is further ORDERED that PlaintiffUPC's Cross-Motion for Partial Summary

Judgment that the Remaining Owners must Assume UPC's DR&R Obligations is DENIED.

SIGNED on this

2417
APP. C
Trial court order regarding “Shall Pay Claim”
(SCR6:3687-3688)
1

2013-06244A / Court: 165
CAUSE NO 2013-06244

UNOCAL PIPELINE COMPANY ( IN THE DISTRICT COURT
(
Plaintiff, (
(
v (

HM
( HARRIS COUNTY, TEXAS
BP PIPELINES (ALASKA) INC., (
CONOCOPHILLIPS TRANSPORTATION (
ALASKA, INC., AND EXXONMOBIL (
PIPELINE CO., c
(
Defendants. ( 165th JUDICIAL COURT

ORDER ON PLAINTIFFS MOTION FOR PARTIAL SUMMARY IUDGMENT
(on Plaintiff s Motion for Declaratory ludgment - Net Salvage Valuel and
DEFENDANTS' MOTION TO DISMISS PLAINTIFFS MOTION FOR PARTIAL
SUMMARY IUDGMENT fLack of jurisdiction)

On September 24, 2014, the Parties argued the Plaintiffs Motion for Partial
Summary Judgment relating to Net Salvage Value. The Defendants argue that
because the issue is not ripe, the Court does not have jurisdiction to consider it. The
basis for the jurisdictional challenge is not complicated.
This case involves the contractual obligations surrounding a joint venture
entered into by 5 major oil companies to build and operate the Alaska pipeline 1

The fundamental issue in this case is whether the Plaintiff remains contractually
obligated to pay its proportionate share of the DR&R costs2 after it withdraws from
the joint venture Through a myriad of motions and machinations, the parties
continue to litigate that premier issue, and it is this issue that drives the entire case.

The parties have estimated that the DR&R costs will be in the billions of dollars, if
and when they are required to pay.
"Net Salvage Value" may or may not include DR&R costs. This cannot be
;2T
s
known until the Arbitration Panel is convened and can consider whether to includJ&5ÿ 'cJH o hs i

-
Trans Alaska Pipeline System Agreement , executed in 1970 ("TAPS Agreement'ÿ
•3 lajZ
and the Amended and Restated Agreement for the Operation and Maintenance oÿ
the Alaska Pipeline System, updated December 1977 ("OA")
Q
§ fx
2 DR&R is, in essence, the costs associated with the dismantling of the pipeline

3687
1

DR&R costs. Meanwhile, this Court entered an order on May 14, 2014, currently on
appeal, which held that the Plaintiff was not relieved of its DR&R obligations by
initiating the withdrawal process provided for in Section 8.2 of the TAPS Agreement.
Plaintiff argues that it might be subject to double penalty in the event the
Court of Appeals upholds this Court's ruling from May 14, 2014 AND the Arbitration
Panel includes DR&R costs in its calculations.
Defendants respond (in open court and on the record) that, if the Court of
Appeals upholds this Court's May ruling, it will not seek DR&R costs in the
arbitration hearing.
The issue is not ripe for determination by this Court, and, for this reason, the
Plaintiffs Motion for Summary Judgment on the issue of Net Salvage Value must be
denied. It is, therefore,
ORDERED, ADJUDGED and DECREED that the Plaintiffs Motion for Partial
Summary Judgment on the issue of Net Salvage Value is DENIED and it is further
ORDERED, ADJUDGED and DECREED that the Defendants' Motion to Dismiss the
Plaintiffs Motion for Partial Summary Judgment on the issue of Net Salvage Value is
GRANTED.

SIGNED the /&_ day of bof 2014.

JUDGÿffiysABETH RAY

sss? at the time ot
imaging

3688
APP. D
TAPS Agreement
(CR60-164)
Page 1 of 1 05

TRANS ALASKA PIPELINE SYSTEM AGREEMENT

BT AND AMONG

ATLANTIC PIPE LINE COMPANY
BP PIPE LINE CORPORATION
HUMBLE PIPE LINE COMPANY
AMERADA HESS CORPORATION
HOME PIPE LINE COMPANY
MOBIL PIPE LINE COMPANY
PHILLIPS PETROLEUM COMPANY

AND

UNION OIL COMPANY OF CALIFORNIA

60
Page 2 of 1 05

TRANS ALASKA PIPELINE SYSTEM AGREEMENT
TABLE OF CONTENTS
Pjj.
Index of Definitions vi

Parties 1

ARTICLE I
DESCRIPTION OF PIPELINE SYSTEM
SECTION
1.1 Description 1
1.2 Design Capacity 1

ARTICLE II
DESIGN AND CONSTRUCTION
SECTION
2.1 Design and Construction Contract . I
2.2 Construction Committee 2
(a) Members and Alternates 2
(b) Meetings o

...
(c) Action Without Meeting 2
...
( d) Committee Secretary 2
(e) Certificates ......
. 3
(f) Other expenses .... . 3

2.3 Powers and Functions of the Construction Committee 3
2.4 Effect of Construction Committee Action on Parties 3

ARTICLE III
OWNERSHIP OP TAPS
SECTION
3.1 Ownership of TAPS 3
3.2 Ownership of Terminal Tankage 4
3.3 Payment of Costs of Initial Design Capacity and Terminal Tankage 5
3.4 Record Title 5
3.3 Form of Conveyance 6

ARTICLE IV
OPERATION AS INDIVIDUAL COMPANIES
SECTION
4.1 Individual Common Carriers 6
4.2 Tariffs 6
4.3 Other Plans of Operation 6

61
Page 3 of 1 05

ARTICLE V
OPERATION AND MAINTENANCE
2*
SECTION
S.I Operating Agreement S
5.2 Power* Reserved to the Parties 0
5.3 Selection of a Successor Operator 6

ARTICLE VI
EXPANSION
SECTION
6.1 Total Expansion Capacity . 7
(a) Total Expansion Capacity 7
(b) Determination of Expansion Stages 7
(c) Revision of Expansions 7

6.2 Expansion Rights of the Parties 7
(a) According to Percentage of Ownership 7
(b) Revision of Table II S
(c) Remaining Expansion Capacity S
(d) Initiation of Expansions S
0J Commencement of Construction of an Expansion 9
(a) Proposal of an Expansion 9
(b) Insufficient Participation
—Apportionment
—
Withdrawal of

—
Proposal 9
( c) Insufficient Expansion Capacity Apportionment 9
(d) Reinstatement of Withdrawn Proposal 9
(a) Elimination of Excess Capacity 9
(f) Construction of Expansion 10
(g) Adjustment of Percentages of Ownership 10
0.4 Distribution of Costs in Expansion 10
(a) Initial Payment of Cost of New Facilities 10
(b) Redistribution of Expansion and Pre-Expansion Costs 10
(c) Redistribution of Terminal Tankage Costs 11
(d) Payment 11
0.5 Review and Adjustment 11
(a) Review and Adjustment 11
(b) Protection of Design Capacity 12
0.0 Expansion Prior to Date of Commissioning 12
(a) Election by Certain Parties 12
(b) Settlement 12
ii

62
Page 4 of 1 05

?ss*
>
(c) Remaining Expansion Capacity 13
(d) Payment of Costs 13
(e) Exercise of Completion Option 13
(f) Review of Capacity 13
(g) Second Expansion 14
6.7 Additional Terminal Tankage 15
(a) Upon Expansion 15
(b) At Election of Parties 15
(c) Revision of Terminal Tankage Ownership 15
(d) Terminal Tankage Costs 15
(e) Options Not Applicable 15
ARTICLE VII
TRANSFER OF INTERESTS IN TAPS
SECTION
7.1 Definitions 15
(a) Affiliate 16
(b) Enabling Agreement 16
(c) Enabling Party 16
(d) Equity Security 16
(e) New Corporation 16
(f) Owner 16
(g) Shareholder 16
(h) Throughput Agreement 16

12 Preferential Right to Purchase 16
(a) Transfer of a Direct Interest in TAPS 16
(b) Indirect Transfers of an Interest in TAPS 17

12 Transfers not Subject to a Preferential Right to Purchase 17
(a) Merger. Consolidation or Reorganization 17
(b) Sale of Assets 17
(c) Transfers to an Affiliate 17
(i) Undivided Interest in TAPS 17
(ii) Equity Securities 17
(d) Formation of a New Corporation 17
(i) New Corporation as OWNER 17
(ii) New Corporation owns Equity Securities of OWNERS 18
(e) Dissolution or Liquidation of a New Corporation 18
(i) New Corporation is OWNER 18
(ii) New Corporation Holds Equity Securities of OWNERS 18
(f) Partial Distributions by New Corporation 18
(i) New Corporation is OWNER 18
(ii) New Corporation Holds Equity Securities of OWNERS . 18
(g) Increase or Reduction in the Outstanding Equity Securities of a
New Corporation 18
iii

63
Page 5 of 1 05

SECTION
7.4 Expansions and Exercise of Preferential Rights by New Corporations 18
7.5 Required Terms for Sale of any Equity Security 19

7.6 Transfer Procedure Upon Exercise of Preferential Right Upon Sale of
Equity Securities 19

7.7 Terms for Financing Arrangements 20

7.8 Successors and Assigns 20

ARTICLE VIII
TERM OF AGREEMENT
SECTION
8.1 Initial Term 21
S.2 Discontinuance of Operations by One or More Parties 21
(a) Definitions and General Provisions 21
(i) Term Notice 21
(i!) Positive Term Notice 21
(lii) Negative Term Notice 21
(b) Notices of Parties' Desires 21
(i) First Term Notice 21
t
(ii) Second Term Notice 21
(c) Readjustments 22
—
(d) Rights of Parties Determination of Salvage Value
(e) Conveyance to Parties Desiring to Continue Operations
22
22
(f) Sale in Lieu of Acceptance of Net Salvage Value 22

8.3 Disposition of Properties Upon Termination of Agreement 23

ARTICLE IX
FDERAL INCOME TAX ELECTION
SECTION
9.1 Election to be Excluded from Partnership Regulations 23
ARTICLE X
PAYMENT or COSTS AND EXPENSES
SECTION
10.1 Payment of Costs and Expenses 24

ARTICLE XI
ARBITRATION
SECTION
11.1 Arbitration Procedure 24
i
iv

64
Page 6 of 1 05

ARTICLE XII
TECHNICAL INFORMATION, INVENTIONS AND PATENTS
PM.
SECTION
12.1 Technical Information 25
LL2 Patent Infringement 25
12.3 Inventions by Third Parties 25
12.4 Inventions by Parties 26
12JS Party Employees 28
12.6 Loaned Employees 26
12.7 Own Operations 27
12.8 Term 27
12.9 Associated Companies 27

ARTICLE XIII
MINERAL DISCOVERIES
SECTION
13.1 Mineral Discoveries 27

ARTICLE XIV
GENERAL PROVISIONS
SECTION
14.1 Notices 28
142 Laws and Regulations 28
14.3 Warranties 28
14.4 Law Governing 29
145 Entirety of Agreement 29
14.6 Captions or Headings .v»V 29
14.7 Effect of Prior Agreements 29
14.8 Establishment of Date of Commissioning 29
14.9 Counterparts 29
Exhibit A
Map
Exhibit B
Construction Committee
Exhibit C
Enabling Agreement

65
Page 7 of 1 05

INDEX OF DEFINITIONS
TAPS Agreement
Terra P )
Agreement 1
Date of this Agreement 1
Atlantic I
BP 1
Humble 1
Amerada Hess 1
Home 1
Mobil 1
Pt. Corporation holds Equity Securities of OWNERS. The transfer by a New
Corporation of dm type described in Subdivision 7.3(d) (U) to its Shareholders in proportion
to their Equity Security interests in such New Corporation, of all of the Equity Securities of
OWNERS held by such New Corporation in complete liquidation or dissolution thereof.
(f) Partial Distributions by New Corporations.
(I) New Corporation is OWNER. The conveyance by a New Corporation of the type
described in Subdivision 7.3(d)(1) to one or more of Its Shareholders of the undivided
interest in TAPS represented by the Equity Securities exchanged therefor or redeemed by
such New Corporation; provided that the undivided interest in TAPS is acquired by the
Shareholder for the purpose of sale if, after such conveyance, the Shareholder continues to
own Equity Securities Issued by such New Corporation.
(U) New Corporation holds Equity Securities of OWNERS. The transfer by a New Cor¬
poration of the type described in Subdivision 7.3(d) (U) to one or more of its Shareholders
of the Equity Securities of on OWNER held by such New Corporation represented by the
Equity Securities of the New Corporation exchanged therefor or redeemed by such New
Corporation.
( g) Increase or Reduction in the outstanding Equity Securities of New Corporation. Except
in connection with the eserrise of an expansion ngbt or preferential right by a New Corporation
or one or more of its Subsidiaries, as provided in Section 7.4 hereafter, the increase or reduction
bv a New Corporation of its issued and outstanding Equity Securities in a manner which does
not vary the proportionate interests of the Shareholders of such New Corporation of either type
described in Subdivision 7.3( d ) above.
7.4 Expansion* and Exercise of Preferential Rights by Nrw Corporations. In connection with
the exercise of an expansion right or a preferential right by a New Corporation of either type described

85
Page 27 of 105

is Subdivision 73(d) or oaf or more of it* Subsidiaries, such New Corporation shall issue, repurchase
or redeem its Equity Securities if necessary for th# purpose of adjusting the ownership Interest In *ueh
New Corporation, so that after such adjustment a Shareholder or other holder of Equity Securities in
such New Corporation shall own Equity Securities In such New Corporation representing the undivided
interest in TAPS that such Shareholder or other holder of Equity Securities would have owned ii it
had been the OWNER of its Initial Percentage of Ownership in TAPS as set forth tn column (2) of
Table I in Section 3.1 of this Agreement and had exercised (or failed to exercise) its preferential
rights and expansion rights as an OWNER of such an undivided interest in TAPS. In making such
adjustment it wlR not be necessary that the voting rights of a Shareholder or other bolder of Equity
Securities In such New Corporation be increased or decreased. The preferential right to purchase
created in Section 73(b) shall not apply to any such issuance, repurchase or redemption of the
Equity Securities of a New Corporation.

7.S Required Terms for Sale of any Equity Security. As an additional term of any sale, transfer
or other disposition of any Equity Security to which a preferential right to purchase applies, the
seller shall require the purchaser to assume, to the extent of the Interest being acquired, the obligations
and liabilities of the seller and/or iu Affiliates under the terms and provisions of any Throughput
Agreement theretofore executed by nidi seller and/or its Affiliates. If the purchaser has a Moody’s
Bond Rating of Ana or better at the time of dosing of such purchase (either independently, or with a
guarantee by its Parent Corporation), then such assumption (together, if the Parent Corporation’s
guarantee is essentia) to such bond rating, with such further agreements of such Parent Corpora tic®
as will bind such Parent Corporation to cause and enable such purchaser to discharge the obligations
and liabilities assumed) shall, ii the Throughput Agreement so provides, release the idler and/or
its Affiliates from such obligations and liabilities without the consent of ary party to such Throughput
Agreement. If the purchaser does not ( either independently, or with a guarantee by its Parent Corpo¬
ration) have a Moody’s Bond Rating of Aaa or better at the time of closing of such purchase, then such
assumption shall not release the seller and/or Its Affiliates from such obligations and liabilities under
any such Throughput Agreement without the consent of all parties to such Throughput Agreement
and their rercetion and assigns and. in the absence of any such release, such purchaser shall agree
to indemnify ( together with such further agreements of the purchaser's Parent Corporation, if any. at
will bind such Parent Corporation to cause and enable such purchaser to perform under such indem¬
nity agreement) the teller and/or its Affiliates against any low or liability occurring thereafter U a
result of the purchaser's failure to discharge the obligations snd liabilities assumed.

7.6 Transfer Procedure Upon Exercise of Preferential Right Upon Sole of Equity Securities.
Every OWNER exercising a preferential right to purchase an undivided interest in TAPS upon the
sale, transfer or other disposition of Equity Securities shall in addition to paying the offering price
of the Equity Securities, assume that portion of the long-term indebtedness attributable, at the time
of closing of luch purchase, to the undivided interest in TAPS being acquired and, to the extent of
the Interest being acquired, the obligations and liabilities of the seller of such Equity Securities and/or
Its Affiliates under the terms and provisions of any Throughput Agreement theretofore executed by
such seller and/or Us Affiliates. If the exercising OWNER has a Moody's Bond Rating of Aaa or
better at the time of doting of such purchase (either independently, or with a guarantee by its Parent
Corporation), then the assumption by said OWNER (together, if the Parent Corporation's guarantee
is essential to such bond rating, with such further agreements of such Parent Corporation as will bind
such Parent Corporation to cause and enable such OWNER to discharge the obligations and liabilities
assumed ) shall if the terms of such long-term indebtedness and the Throughput Agreement so pro¬
ride respectively, release the obligor of such long-term indebtedness and the seller and/or its Affiliates
under taid Throughput Agreement without the consent of any holder of such indebtedness or any
party to said Throughput Agreement. If the exercising OWNER does not (either independently, or
with a guarantee of its Parent Corporation) have a Moody’s Bond Rating of Aaa or better at the
time of closing of such purchase, then such assumption shall not release the obligor of such long-term

86
Page 28 of 105

indebtedness or the cellar and/or its Affiliates from such obligations »nH liabilities under any such
Throughput Agreement without the respective consents of the holders of such indebtedness and the
parties to such Throughput Agreement and their successors and assigns and, in the absence of any
such release, such OWNER shall agree to indemnify (together with such further agreements of the
OWNER'S Parent Corporation, if any. as will bind such Parent Corporation to cause and enable such
OWNER to perform under such Indemnity agreement) the obligor of such long-term indebtedness
and the seller and/or its Affiliates which are parties to such Throughput Agreement against any loss
or liability occurring thereafter as s result of the OWNER'S failure to pay the long-term indebtedness
or to discharge the obligations and liabilities assumed. If the long-term indebtedness can be prepaid,
then the exercising OWNER may elect to prepay such indebtedness. In which event such OWNER
will not be required to assume such long-term indebtedness or any obligation under a Through¬
put Agreement.
The seller may elect to (a ) make arrangements to as to b« able to convey, and to convey, directly
to such OWNER an undivided Interest in TAPS, or (b) cause sad enable such undivided interest
to be conveyed to such OWNER, or (c) transfer the appropriate number of Equity Securities to
such OWNER, whereupon such OWNER shall immediately exchange such Equity Securities for such
undivided interest; provided such seller shall be responsible far and shall indemnify such OWNER
against any federal or state income tax liability directly resulting from suds transfer or exchange in
excess of any such tax liability upon such OWNER which would have been incurred as a result of
transfers under (a) and (b) above.

7.7 Terns for Financing Arrangements. Each OWNER, for itself and its respective successors
and assigns, agrees that it shall:
(a) Maks reasonable efforts to exclude from any agreement provisions which would prohibit
the transfer of Equity Securities or an undivided interest in the System in the manner provided
herein to an OWNER exercising its preferential rights hereunder.
(b) Include in any long-term indebtedness, the proceeds of which are to be used for the
purpose of financing an OWNER'S undivided interest to TAPS, and to any associated Throughput
Agreement terms and provisions authorising any purchaser having a Moody's Bond Rating of Aaa
or better at the time of dosing of such purchase ( either independently, or with a guarantee by its
Parent Corporation )
(i) to assume such long-term indebtedness and thereby release the obligor without the
consent of any holder of such indebtedness,
(if) to assume the obligations and liabilities under say associated Throughput Agree¬
ment and thereby release the seller and/or its Affiliates from such obligations and liabilities
in such Throughput Agreement without the consent of any party to such Throughput Agree¬
ment; and

(c) Make reasonable efforts to include as a term of all long-term indebtedness, the proceeds
of which are to be used for the purpose of financing an OWNER'S undivided interest to TAPS, a
prevision permitting such indebtedness to be payable at any time without any additional cost,
penalty or other expense by an OWNER exerasing a preferential ngbt pursuant to Section 7.8.

7.8 Successors and Assigns. In the event that any OWNER hereafter causae all or any part of
its undivided interest in TAPS to be transferred to an Affiliate or all of Its undivided interest to TAPS
to be transferred to a New Corporation or die Equity Securities of OWNERS are transferred by their
Parent Corporations to a New Corporation, then the transferor shall execute an F.naMtng Agreement
with respect to such Affiliate or New Corporation; provided, that any such transferor's obligations
under the Enabling Agreement as to a New Corporation shall be to the proportion that its Equity
Security ownership to such New Corporation bean to the total Equity Security ownership to such New
Corporation.
20

87
Page 29 of105

Any transfer of an undivided interest in TAPS shall be subject to this Agreement and shall require
the transferee to assume all of the obligations of an "OWNER” and a Party under this Agreement and
all commitments made pursuant hereto and its proportionate part of all costs and expenses of TAPS.
Any such transferee shall be deemed to be an OWNER and a Party under this Agreement upon (1)
the execution by such transferee of a Ratification Agreement confirming and adopting this Agreement
and (u) the execution of an Enabling Agreement by a Parent Corporation, if any, of such transferee.

ARTICLE Vm
TERM or ACKZEMZNT
8.1 Initial Term. This Agreement shall be in effect from the Date of this Agreement and until
the expiration of thirty (30) years from the Date of Commissioning, with successive five (5) year
renewal terms thereafter so long as at least two Parties hereto desire to continue operations here¬
under. Such initial thirty (30) year term and any such successive five (S) year renewal term are
each hereinafter sometimes referred to as an 'Agreement Term." If, at the end of any Agreement
Term, less than two Parties desire to continue operations hereunder, this Agreement shall terminate

8.2 Discontinuance of Operations by One or More Parties. If at the expiration of any Agree¬
ment Term, any one or more of the Parties hereto desire to discontinue operations hereunder and any
two Parties hereto desire to continue operations hereunder, then the following shall apply:
(a) Definitions and General Provisions. As used in this Section 8-2, the following terms
shall have the respective meanings indicated:
(i ) “Tern Notice' means a wntten notice stating whether or not the Party giving same
desires to continue or discontinue operations hereunder for the next succeeding Agreement
Term,
(11) ‘Positive Term Notice* means a written notice that the Party giving same desires
to continue operations hereunder for the next succeeding Agreement Term, and
(lii) ‘Negative Term Notice' means a written notice that the Party giving same does
not desire to continue operations hereunder for the next succeeding Agreement Term.

All Term Notices (whether positive or negative) given pursuant to this Section 8.2 shall be given
to Operator and to all the other Parties hereto. If any Party who is required by the provisions
of this Section 8.2 to give a Term Notice fails to give same within the applicable time limit
herein provided for. then as of the end of the last day upon which such Party could have given
such Term Notice in compliance with this Section 8.2, such Party shall be deemed for all pur¬
poses under this Section to have given a Positive Term Notice.
(b) Notice of Parties' Desires. Prior to the expiration of each Agreement Term, the Parties
hereto shall give Term Notices in accordance with the following:
(1) Firsi Term Notice. Not less than ninety (90) days prior to the expiration of each
such Agreement Term, each Party hereto shall give a Term Notion. If such notice is a
Negative Term Notice, it shall be final and may not be changed or revoked without the
written consent of all Parties hereto.
( li) Second Term Notice. If one or more Parties hereto so give a Negative Term Notice
pursuant to Subdivision (1) next above, then not less than eighty (80) days prior to the
expiration of the then current Agreement Term, Operator shall give written notice of such
fact to the Party or Parties hereto who have given a Positive Term Notice, specifying the
Party or Parties who have given a Negative Term Notice. In such event, then not less then
seventy (70) days prior to the expiration of the then current Agreement Term, each Party

88
Page 30 of 105

who hot previously given * Poritfv* Tom* Node* may recotuxW whether or not It desires
to continue operations hereunder for the next succeeding Agreement Term, And shell give
to Operator Another Term Notice (width mey be either pa*ittve or negativo, *t such Party's
option), ecd «oy Negative Term Notice so given by any such party shall be final and shall
supersede and replace the Positive Term Notice previously given by such Party
(e) Readjustments. If. as of sixty (00) days prior to the expiration of the then current
Agreement Term, at least two of the Parties hereto have given Positive Trim Notices which have
not been replaced or superseded by Negative Term Notice* pursuant to subdivision (b) of this
Section 8.2, this Agreement shall continue tn effect for the next suooeeding Agreement Term.
Upon the completion of all transfers of undivided interest in TAPS, the Parties desiring to con¬
tinue operations hereunder shell formally amend Table ! in Section 3.1 of this Agreement to reflect
the Percentages of Ownership in TAPS each has aapiired from the Party or Parties desiring to
discontinue operations.

—
(d) flight* of Parties Determination of Saluege Value. The Parties desiring to continue
operations hereunder may do so following the applicable Agreement Term, but the Pasty or
Parties who have elected not to continue operations hereunder shall not be charged with any
past of the expenses, costs and habtlltiee thereafter incurred in the operation, maintenance and
repair of TAPS except as provided in rubsection (f) hereof, and such Party or Parties discontinuing
operations hereunder shall not be entitled to accept any further tenders for shipment. All Parties
owning an interest in TAPS shall endeavor mutually to agree within sixty ( 00) days alter ter¬
mination of the applicable Agreement Term, upon the reasonable net salvage value of the TAPS
properties, including transferable interests in land, material, equipment and all other items of
value (herein called *Net Salvage Value'), and if such Parties are unable to mutually agree
upon such salvage value within the time fixed, then the matter shall be submitted to arbitration,
using the procedure set forth In Section 11.1 hereof.
(e) Conveyance to Partin Dutring to Continue Operations. Upon establishing the Net
Salvage Value as above provided, the Parties desiring to continue operations shall pay to the Party
or Pasties desiring to discontinue operations Its or their proper proportion of such Net Salvage
Value (such proper proportion being determined aa to each Party deairing to discontinue opera¬
tions hereunder by multiplying such Party's Percentage of Ownership times the Net Salvage
Value) and upon receipt of such payment, such Party or Parties shall convey to the purchasing
Parties >11 of Its or their interest in TAPS and all rights in connection therewith. Such convey¬
ance shall contain a special warranty of title, shall be made subject to this Agreement and shall
require the transferees to assume the obligations accruing under this Agreement subsequent tn
the lost day of the Agreement Term during which such Party or Parties made the election to
discontinue operations hereunder as to the interest covered thereby, each transferee severally
Assuming such obligations insofar as they relate to the interest acquired by it. Unless otherwise
agreed between them at the time, it is understood that, as between the Parties desiring to continue
operation of TAPS hereunder, they shall purchase and own the interest of the Party or Pvties
desiring to discontinue such operation in the ratio that each purchasing Pasty’s Percentage of
Ownership tn TAPS prior to the purchase bears to the total of all of the purchasing Parties’ Per¬
centages of Ownership in the System prior to such purchase.
(I) Sole ARTICLE XIII
McKERsi DUCOYTJOTS
13.1 Mineral Discoveries. Any information or data pertaining to the existence or discovery of
1 minerals or other natural resources which is revealed, discovered or observed in the construction of
the System, or arising in connection therewith, shall be deemed the common property of all Parties
and held by each and every Party for the benefit of all Parties. Any mineral rights, mining claims and
1 other similar rights in minerals or other natural resources excepting, however, rights in oil and
gas located within five (5) miles from the perimeter of anv area of construction of the System,
acquired, directly or indirectly, as a result of information or data obtained as above provided, hv any

i one or more of the Parties, within three (3) yean from the completion of the construction of the
Initial Design Capacity, nr within three (3) yean from termination of any governmental withdrawal
of the affected land from mineral location or leasing, whichever is the later date, shall be held for
the benefit of all of the Parties in their respective Percentages of Ownership; provided, however, that
.1 in no event shall such requirement apply to any acquisition made after ten (10) yean from said
completion of construction. Upon request, such rights or interests shall be transferred, in undivided
Interests, to all of rh« Parties in their respective Percentages of Ownership at the time of any such

J discovery as soon as practicable after the time of any such acquisition, subject to reimbursement to
the acquiring Party of respective, proportionate shares of acquisition costs. All core samples, survey
data and other mineral and natural resource information obtained by the Contractor shall, if requested
by them, bo made available to each of the Parties.
J 27

94
Page 36 of 105

ARTICLE XIV
GENERAL PROVISIONS

14.1 Notices. Except u provided in Subsections (b) and (c) of Section IX all notices provided
for in this Agreement shall be given by letter or telegram addressed to Party or Parties as may be
required for the particular notice, at its or their addresses stated below, or such other addresses as they
may hereafter provide by letter or telegram addressed to each of the Parties:
ATLANTIC Atlantic Pipe Line Company
600 Fifth Avenue
New York, New York 10020
BP (Duplicate Notice) BP Pipe Line Corporation
Midland Building
Cleveland, Ohio 44115
BP Alaska Inc.
270 Park Avenue
New York, New York 10017
HUMBLE Humble Pipe Line Company
P.O. Box 2220
Houston. Texas 77001
AMERADA HESS Amerada Hess Corporation
One Hess Plaza
Woodbridge, New Jersey 07095
HOME Home Pipe Line Company
304 Sixth Avenue, S.W.
Calgary 1, Alberta, Canada
MOBIL Mobil Pipe Line Company
P.O. Box 900
Dallas. Texas 75221
PHHUPS Phillips Petroleum Company
Supply & Transportation Dept.
Bartlesville, Oklahoma 74003
UNION Union Oil Company of California
P.O. Box 7000
Los Angeles, California 90054
The depositing in the United States Mail of a letter properly addressed with proper postage affixed
and the filing of a telegram with the telegraph office with all charges prepaid shall each be considered
proper notice to the addressee of the contents of such letter or telegram.

14.2 Laws and Regulations. In the event any provision hereof shall be found to be violative of
any order, rule, regulation, or law, such provision shall be deemed modified to the extent necessary
to comply with such order, rule, regulation, or law, but only for the period of time such order, rule,
regulation, or law is in effect.

143 Warranties. Each Party hereby represents and warrants to each other Party that it is a
corporation duly organized and validly existing and in good standing under the laws of the jurisdic¬
tion of its incorporation and has all requisite corporate power and authority to enter into this Agree¬
ment; and that there is no action or proceeding pending or threatened, and no term or provision of
any charter, by-law, mortgage, indenture, contract, judgment or decree which prevents or interferes
with its entering into this Agreement or the validity of this Agreement.

95
Page 37 of105

u 14.4 Law Governing. All matters hereunder pertaining to rights and obligations under rights-
of-way and other land permits shall be governed by the laws of the State of Alaska or the laws of the
United States of America, as the case may be. All other matters pertaining to this Agreement and the
rights and obligations of the Parties hereunder as between themselves shall be governed by and
construed in accordance with the laws of the State of Texas.
14.5 Entirety of Agreement This Agreement constitutes the entire agreement among the Parties
as to ownership of TAPS; arid no variation, modification or change herein shall be binding upon any
: of them unless effectuated by an Instrument in writing properly executed by all Parties hereto.
14.6 Captions or Headings. The headings appearing at the beginning of each Section hereof
and at the beginning of various of the Subsections and subdivisions hereof are all inserted and the
'Table of Contents" and the "Index to Definitions" appearing at the beginning of this Agreement are
both included solely for convenience and none of them shall be considered or given any effect in
construing this Agreement or any provision or provisions hereof, whether for the purpose of deter¬
mining the duties, obligations or liabilities of the Parties, or their intent as to any issue, matter or
question which may arise.
14.7 Effect of Prior Agreements. This Agreement supersedes all prior agreements, understand¬
ings, and commitments whether oral or in writing (including but not limited to agreements dated
Mi
October 28, 1968, February 7, 1969, and November 18, 1969 by and among some or all of the Parties
hereto), between the Parties concerning the subject matter herein, and all of such prior agreements
and understandings with respect to the subject matter herein are merged into this Agreement.
-J 14.8 Establishment of Date of Commissioning. As used in this Agreement, the expression “Date
of Commissioning" or any words of similar import, shall mean the date, after the completion of the
Initial Design Capacity of TAPS, as described in Section 1-2 hereof (before Expansion), when custody
JLT of the first petroleum tendered for shipment through TAPS, after provision for line fill and tank
bottoms, is actually accepted. Promptly after such event, all Parties shall execute a supplement hereto
r, formally establishing and recording such date for aQ relevant purposes.

14.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument
IN TESTIMONY WHEREOF, this Agreement is executed in several counterparts, each of which shall
be considered an original, as of the Date of This Agreement.

ATLANTIC PIPE Lure COMPANT

By fs/ K C. DULANEY
Vice President

BP PTFE LINE CORPORATION
J By /s/ EARL W UNKOH
President
J HUMBLE PIPE LINE COMPANY

J By /$/ CHARLES E. SHAVER
Director and Central
Counsel
J 29

96
Page 38 of 105

AMERADA HESS CORPORA now

By It/ LZON HESS i
Chairman of the Board

HOME PIPE LINE COMPANY

By /s/ R. B. COLEMAN
Secretary

MOBIL PIPE LINE COMPANY

By 111 JAMES R. KTNTER
Attorney-in-Fact and
General Counsel

PHILLIPS PETROLEUM COMPANY

By It/ C. M. KTTTRKLL
Vice President

UNION OIL COMPANY OP CAUPOROA

By /»/ JOHN M. HOPENS
Attomey-in-Fact

97
Page 39 of 105

EXHIBIT A

c o c € A N
P c r '
A
* f * It r 0
+r
I* .
p»uo*oe
6**
**4

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&PS Ml

S
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* 6«mr»0 4
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£ PS MS CC
wi
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4
to PS Mi

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pr*£f,
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NIIM*»IVTO PS Ml
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4

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PS fctl

PS Mf 10 in5.
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i

PS Mil

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i EPMlNAL

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6»if

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* A
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i

J TRANS ALASKA PIPELINE
SYSTEM ROUTE

O STAGE OME STATIONS

J
STAG! TWO STATIONS
A STAGE TMHII STATIONS
O TEPMINAC

J
J
98
Page 40 of 1 05

EXHIBIT B

CONSTRUCTION COMMITTEE

Puty Member Alternate
Atlantic Pipe Line Company .. (1) Thornton F. Bradshaw (1) Louis F. Davis
Atlantic Richfield Company Atlantic Richfield Company
I' 717 Fifth Avenue P. O. Bo* 2819
1 New York, New York 10022
(212 ) 758-2345
Dallas, Texas 75221
(214 ) 747-6484
(2) Louis M. Ream, Jr. Richard G. Dulaney
Atlantic Richfield Company Atlantic Richfield Company
600 Fifth Avenue 900 Fifth Avenue
New York. New York 10020 New York, New York 10020
(212) 246-3600 (212) 246-3800
11
BP Pipe Line Corporation (1) J, D. Harnett (1) E. W. Unruh
BP Pipe Line Corporation BP Pipe Line Corporation
Midland Building Midland Building
Cleveland, Ohio 44115 Cleveland, Ohio 44115
(216 ) 575-4224 (216 ) 575-5352

(2) R. W. Adam (2) F. K. Rickwood
V BP Alaska Inc. BP Alaska Inc.
c/o BP North America Inc. 270 Park Avenue
620 Fifth Avenue New York, New York 10017
New York, New York 10020 (212) 973-8612
JPi (212 ) 973-8714

Humble Pipe Lin* Company T. D. Barrow R. H. Venn
1 Humble Oil & Refining
Company
P. O. Bo* 2180
Humble Oil Ar Refining
Company
P. O. Bo* 2180
Houston, Texas 77001 Houston, Texas 77001
i Amerada Hess Corporation
(713 ) 221-4346

B. T. Deverin
(713)221-6521

N. K. Trynin
Amerada Hess Corporation .Amerada Hess Corporation
i 1 Hess Plaza
Woodbridge, New Jersey
07095
1 Hess Plaza
Woodbridge, New Jersey
07095
(201) 638-3000 (201) 636-3000
i Home Pipe Line Company Robert W. Campbell Ian M. Drum
Home Oil Company Limited Home Oil Company Limited
304 Sixth Avenue, S.W. 304 Sixth Avenue, S.W.
J Calgarv, 1, .Alberta, Canada
(403 ) 296-7041
Calgary, 1, Alberta, Canada
(403 ) 268-7041

Mobil Pipe Line Company A. E. Murray E. J. Wacker, Jr.
j Vice President-Planning,
Supply and Trans¬
Vice President
Mobil Pipe Line Company
portation P. O. Box 900
North American Division Dallas, Texas 75221
J Mobil Oil Corporation
150 East 42nd Street
New York. New York 10017
(214) 742-4131

(212 ) 883-3951
J
J
J
99
Page 41 of 105

Party Member Alternate
Phillips Petroleum Company C. M. KittreU D. B. Taylor
Supply and Transportation Supply and Transporta hon
Department Department
Phillips Petroleum Company Phillips Petroleum Company
144 Pnillins Building Annex 144 Phillips Building Annex
Bartlesville, Oklahoma Bartlesville, Oklahoma
74004 74004
(918 ) 338-8600, Ext 7248 (918 ) 338-6600, Ext. 7022

Union Oil Company of California John M. Hopkins Loren F. Grandey
Union Oil Company of Union Oil Company of
California California
Union Oil Center Union Oil Center
Los Angeles, California Los Angeles, California
90017 90017
(213) 482-7600 (213 ) 482-7000

100
Page 42 of105

EXHIBIT C
ENABLINC AGREEMENT

THIS AGREEMENT made as of the 27th day of August, 1970, by and Among ATLANTIC RICHFIELD
COMPANY, A Pennsylvania corporation, BP OIL CORPORATION, a Delaware corporation. HOME OIL
COMPANY LIMITED, a Canadian corporation. HUMBLE OIL & REFIMNC COMPANY, a Delaware corpora*
tioD, and MOBIL OIL CORPORATION, a New York corporation, (hereinafter sometimes collectively
referred to as the 'Enabling Parties" and sometimes individually referred to as "Enabling Party”);

WHEREAS. ATLANTIC PIPE LINE COMPANY, a Pennsylvania corporation ("Atlantic” ). BP PIPE LINE

—
CORPORATION, a Delaware corporation ("BP'*), HUMBLE Pin LINE COMPANY, a Delaware corporation
("Humble"), HOME PIPE LINE COMPANY, a Delaware corporation (*Home"). AMERADA HESS CORPORA¬
TION, a Delaware corporation ('Amerada Hess'), MOBIL PIPE LINE COMPANY, a Delaware corporation
("Mobil"), PHILLIPS PETROLEUM COMPANY, a Delaware corporation ("Phillips"), and UNION OB.
COMPANY OP CALIFORNIA, a California corporation ("Union"), have entered into the Trans Alaska
Pipeline System Agreement dated as of August 27, 1970 (TAPS Agreement") providing for the con¬
struction. ownership and operation of the pipeline system described therein.

Now, THEREFORE, in consideration of the premises and the mutual undertakings of the parties
herein contained, the parties agree that:
1. Each Enabling Party does hereby agree to exercise its rights as the owner of an Equity
Security in its Subsidiaries or a New Corporation in which it or any of its Subsidiaries owns an
Equity Security so as to cause and enable, only to the extent of such Enabling Party’s Equity
Security interest, such Subsidiaries or New Corporation or Subsidiary of a New Corporation to per¬
form such Subsidiaries’ or New Corporation's or Subsidiary's of a New Corporation respective
il obligations under the TAPS Agreement as that Agreement may duly be amended from time to
time. Each Enabling Party further agrees that its obligations under this Enabling Agreement
shall continue and extend to any subsequent transferee of such Subsidiary or Subsidiaries or New
1 Corporation which transferee is either a Subsidiary of such Enabling Party or is a New Corpora¬
tion in which such Enabling Party or any of its Subsidiaries owns an Equity Security,

2. Each Enabling Party agrees that it will cot sell, transfer or otherwise dispose of any
1 Equity Securities issued by the Subsidiary or Subsidiaries or New Corporation with respect to
which it etecutes this Enabling Agreement so as to violate or permit the violation of the prefer¬
ential rights granted pursuant to Article VII of the TAPS Agreement.

1 3. This Enabling Agreement is executed solely for the benefit of such persons who are now or
may hereafter be (i) an Owner, (ii) an Affiliate of an Owner, (Sii) a New Corporation or a
Shareholder or holder of Equity Securities of a New Corporation or, (iv) the trustee or trustees
J of a retirement plan of an Owner or its Affiliate; and no other party shall have any rights here¬
under
4. All terms used in this Agreement shall have the same meaning as set out in the TAPS
J '
Agreement.
5, This Agreement may be executed in several original counterparts, any one or more of

J which may be signed by all the parties hereto or by one or more of such parties. All such coun¬
terparts shall constitute but one and the same Agreement, and the aggregate of such counter¬
parts signed by one or more of the parties shall have the same force and effect as if all the
parties to the aggregate counterparts had signed tbe same instrument.
4
1

j
J
101
Page 43 of 105

IN WITNESS WHEREOF, the parties have entered into this Enabling Agreement as of the day and
year first above written.

(1) With respect to ATLANTIC PIPE LINE COMPANY, a Subsidiary of ATLANTIC RICHFIELD
COMPANY:
ATLANTIC RICHFIELD COMPANY

By /*/ R. W. REED
Financial Vice President

(2) With respect to BP PIP* LINE CORPORATION, a Subsidiary of BP On. CORPORATION:

BP On. CORPORATION

By /*/ EARL W. UNRUH
Vice President

(3) With respect to HOME PIPE LINE COMPANY, a Subsidiary of HOME OIL COMPANY
LIMITED:
HOME OIL COMPANY LIMITED

By Is/ R. B. COLEMAN
Vice President

(4) With respect to HUMBLE PIPE LINE COMPANY, a Subsidiary of HUMBLE OIL It REFENTNC
COMPANY:
HUMBLE OIL & REFENTNC COMPANY

By Is/ T. D. BARROW
President

(5) With respect to MOBIL PIPE LIKE COMPANY, a Subsidiary of MOBIL OIL CORPORATION:

MOBIL OIL CORPORATION

By Is/ R. F. TUCKER
Executive Vice President

102
Page 44 of 105

FIRST SUPPLEMENTAL AGREEMENT
THIS AGREEMENT supplements the Trans Alaska Pipeline System Agreement (TAPS Agree¬
ment’) dated as of August 27, 1970, by and among ATLANTIC PIPE LINE COMPANY, BP PIPE LINZ
CORPORATION, HUMBLE PIPE LINE COMPANY, AMERADA HESS CORPORATION, HOME PIPE LINE COMPANY,
MOBIL PIPE LINE COMPANY, PHILLIPS PETROLEUM COMPANY, and UNION OIL COMPANY OP CALIFORNIA
(’Owners’).
Each of the Owners under the TAPS Agreement hereby agrees that:
(1) If two or more Owners (’Owner Partners”) transfer any part of their respective undi¬
vided interests (including preferential and/or expansion rights) in the Trans Alaska Pipeline
I *
System (TAPS’) to a partnership ("Partnership"),
(2) If any transfer of an undivided interest in TAPS by a Partnership is to the Owner Partneis
in the proportions in which they transferred undivided interests in TAPS to the Partnership,
(3) If any such transfer is otherwise consistent with the provisions of Section 7.3 of the
TAPS Agreement, and
(4) If the Partnership in formation, operation and termination is otherwise consistent with
the provisions of the TAPS Agreement,

then such transfen and the formation, operation and termination of the Partnership shall not be
deemed to breach the TAPS Agreement
This agreement may be executed in counterparts, each of which shall be deemed to be an original,
but ail of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Owners have entered into this Supplemental Agreement as of
August 27, 1970.

l! ATLANTIC PIPE LINE COMPANY

By Is/ R. G. DULANEY
! Vice President

BP PIPE LINE CORPORATION
1
By Is/ EARL W. UNRUH
President

HUMBLE PIPE LINE COMPANY
i By /$/ CHARLES E. SHAVER
Director and General

J Counsel

AMERADA HESS CORPORATION

By /s/ LEON HESS
Chairman of the Board
J 1

J
l
J
103
Page 45 of 105

HOME PIPE LINE COMPANY

By Is/ R. B. COLEMAN
Secretary

MOBIL PIPE LINE COMPANY

By /&/ JAMES R. KINZZR
Attomey-in- Fact and
General Counsel

PHILLIPS PETROLEUM COMPANY

By /s/ C. M. KJTTREU.
Vice President

UNION OIL COMPANY OF CALIFORNIA

By Isl JOHN M. HOPKINS
-
Attorney-in Fact

104
Page 46 of 105

SECOND SUPPLEMENTAL AGREEMENT
Reference is made to the Tram Alaska Pipeline System Agreement, as amended and revised in
its entirety as of August 27, 1970, ('TAPS Agreement") by and among the Undersigned relating to
the construction, ownership and operation of a petroleum pipeline system from the North Slope to
Valdez in the State of Alaska. The TAPS Agreement provides that the initial design capacity of this
pipeline system will be approximately six hundred thousand (000,000) barrels per day (“Initial
Design Capacity').
The undersigned recognize that the construction of this pipeline has been substantially delayed
due to a number of causes not contemplated by the parties at the time it was initially agreed to con¬
struct the pipeline system and that the commencement of the actual construction continues to be
delayed for a presently indeterminable period of time.
The undersigned hereby agree to meet as soon as practicable after the necessary permits have been
issued which allow the immediate construction of the pipeline system for the purpose of reviewing
i ' the Initial Design Capacity of the proposed pipeline system in light of the then existing facts and cir¬
cumstances, and, if the undersigned shall unanimously agree, to amend the TAPS Agreement and any
other agreements or contracts necessary to accomplish the agreed changes in the Initial Design Capacity
of the pipeline system.
•i* The undersigned also hereby agree that they shall meet on invitation of any Owner os soon as
practicable after completion of the Second Expansion for the purpose of discussing the desirability of
looping the TAPS pipeline.
This agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.

ATLANTIC POT LINE COMPANY

By Is/ R. G. DULANEY
Vice President

BP PIPE LINE CORPORATION
By /s/ EARL W. UNRUH
President

HUMBLE PIPE LINE COMPANY

By /s/ CHARLES E. SHAVER
Director and General
Counsel

j AMERADA HESS CORPORATION

By /s/ LEON HESS
J Chairman of the Board

HOME PIPE LINE COMPANY
J By /s/ R. B. COLEMAN
Secretary

J 1

105
Page 47 of 105

Moan. PIPE Lon COMPANY

By Is/ JAMXS R. KINZER
Attorney-fry- Fact and
General Counsel

PHILLIPS PETROLEUM COMPANY

By (si C. M. KITTMLL
Vice President

UNION OIL COMPANY OP CAUPOKNIA

By Is/ JOHN M. HOPDNS
Attorney -in' Fact

2 I

106
Page 48 of 1 05

THIRD SUPPLEMENTAL AGREEMENT
THIS AGREEMENT supplements the Trans Alaska Pipeline System Agreement (TAPS Agree*
ment") dated as of August 27, 1970, by and among ATLANTIC PIPE LINE COMPANY, BP PIPE LINE
CORPORATION, HUMBLE PIPE LINE COMPANY, AMERADA HESS CORPORATION. HOME PIPE LINE COM¬
PANY, MOBIL PIPE LINE COMPANY. PHILLIPS PETROLEUM COMPANY, and UNION OIL COMPANY OP
CALIFORNIA (“Owners").
Each of the Owners under the TAPS Agreement hereby agrees that:
(1) In connection with terminal tankage at Valdez. Alaska, notwithstanding anything con¬
tained in the TAPS Agreement to the contrary, the parties hereto recognize that certain of the
Owners have problems of scheduling shipping and storage which are more acute as a result of
their smaller interests in the System and in order to accomplish proper scheduling of shipping for
such smaller interests, both in the pipeline system and in tanker withdrawals from the System, will
use terminal tankage in excess of their proportionate volume of total terminal tankage from time
lit to time.
(2) Any Owner may make such use of unused terminal tankage storage capacity as is reason¬
ably necessary to accommodate the proper scheduling of shipments with the use of tankers of
!1 appropriate size to meet such a schedule, provided that such Owner shall not use unused capacity
in such a way as to infringe on any other Owners use of its proportionate volume of total terminal
tankage.
(3) In order to avoid such infringement, a proper demurrage schedule shall be created
ii providing for a penalty for failure to withdraw the infringing storage upon reasonable notice
from the operator of the System. Further, to avoid any Owner abusing the above described right,
the Operating Agreement for TAPS shall provide that the Operator may refuse to accept
additional shipments by any Owner whose use of such unused terminal tankage capacity infringes
on any other Owner’s use of its proportionate volume of total terminal tankage.
(4) Each party hereto shall negotiate in good faith and make every reasonable effort to
resolve such shipping and storage problems in accordance herewith. Meetings to negotiate and
resolve the matters referred to herein shall be held at the time and place requested by any party
hereto and each party shall send a properly authorized representative to each such meeting.
i This agreement may be executed in counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument

IN WITNESS WHEREOF, the Owners have entered into this Third Supplemental Agreement as of
August 27, 1970.
ATLANTIC PIPE LINE COMPANY
By ft/ R. G. DULANEY
Vice President

BP PIPE LINE CORPORATION
By III EARL W. UNRUH
J •
President

HUMBLE PIPE LINE COMPANY

J By III CHARLES E. SHAVER
Director and Central
Counsel

107
Page 49 of 1 05

AMERADA HESS CORPORATION

By /s/ LEON HESS
Chairman of the Board

HOME PIPE LINE COMPANY

By /s/ R. W. CAMPBELL
Vice President

MOBIL PIPE LINE COMPANY

By / s/ JAMES R. KINZER
Attorney An-Fact and
General Counsel

PHILLIPS PETROLEUM COMPANY

By /si C. M. KITTRELL
Vice President

UNION OIL COMPANY or CALIFORNIA

By /si JOHN M. HOFEXNI
Attorney-in-Fact

108
Page 50 of 105

FOURTH SUPPLEMENTAL AGREEMENT
THIS AGREEMENT supplements the Trans Alaska Pipeline System Agreement ("TAPS Agree¬
ment") dated as of August 27, 1970, by and among ATLANTIC PIPE LINE COMPANY, BP PIPE LINE
CORPORATION, HUMBLE PIPE LINE COMPANY, AMERADA HESS CORPORATION, HOME PIPE LINE COMPANY,
MOBIL PIPE LINE COMPANY, PHILLIPS PETROLEUM COMPANY, and UNION OIL COMPANY OF CALIFORNIA
(“Owners').
Each of the Owners under the TAPS Agreement hereby agrees that:
! i
The sale or transfer by a Shareholder in a New Corporation of the type described in sub¬
division 7.3(d)(1) of the TAPS Agreement to one or more of its other Shareholders of Equity
Securities of such New Corporation representing not more than one-half of 1% undivided interest
in TAPS, which sale or transfer is made to adjust ownership of the Equity Securities in such New
Corporation between its Shareholders for the purpose of obtaining or maintaining desirable long
term financing arrangements shall be an additional exception to the preferential rights provisions
set forth in Section 7.3 of the TAPS Agreement

This agreement may be executed in counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Owners have entered into this Supplemental Agreement as of August 27,
1970.
ATLANTIC PEPE LINE COMPANY

By la/ R. G. DULANEY
Vice President
1
BP PIPE LINE CORPORATION
By /s/ EARL W. UNRUH
President

HUMBLE PIPE LINE COMPANY
JL
By Is/ CHARLES E. SHAVER
Director and General
Counsel

AMERADA HESS CORPORATION

By /s/ LEON HESS
Chairman of the Board

HOME PIPE LINE COMPANY
By /*/ R. W. CAMPBELL
J Vice President

MOBIL PIPE LINE COMPANY
J By /*/ JAMES R. KINZER
Attorney-in- Fact and
i
General Counsel
1

109
Page 51 of 105

PHILLIPS PETROLEUM COMPANY

By Is/ C. M. Krrram.
Vice President

UNION OIL COMPANY or CALITOKNIA

By /*/ JOHN M. HOPKINS
Attorney -in-Fact

110
Page 52 of105

FIFTH SUPPLEMENTAL AGREEMENT
THIS AGREEMENT supplements the Trans Alaska Pipeline System Agreement (“TAPS Agree¬
ment") dated as of August 27, 1970, by and among ATLANTIC PIPE LINE COMPANY, BP PIPE LINE
CORPORATION, HUMBLE PIPE LINE COMPANY, AMERADA HESS CORPORATION, HOME PIPE LINE COMPANY,
MOBIL PIPE LINE COMPANY, PHILLIPS PETROLEUM COMPANY, and UNION OIL COMPANY OF CALIFORNIA
("Owners"), as supplemented and amended.
Each of the Owners under the TAPS Agreement hereby agrees that, notwithstanding the provisions
of the TAPS Agreement, it will, as a part of die initial pipeline construction, cause Alyeska Pipeline
Service Company ("Alyeska") to construct for Amerada Hess Corporation ("Amerada Hess") as
its sole property, one million five hundred thirty thousand ( 1,530,000 ) barrels of crude oil storage
tank capacity composed of three (3) 510,000 barrel tanks or such other sire tanks identical to the
other tanks constructed at the Valdez Terminal, provided that the total capacity of such other sized
tanks shall be not less than 1,530,000 barrels, together with necessary and appropriate facilities to
i connect such tanks to the delivery and loading facilities at the Valdez Terminal at Valdez, Alaska.
Alyeska shall construct such tanks and facilities in accordance with generally accepted practices
as in the remainder of the Valdez tank farm. Alyeska shall submit invoices for such construction to
Amerada Hess which shall promptly make payment of such invoices in full.
Thereafter, Alyeska shall operate such tanks and facilities for Amerada Hess in accordance with
Amerada Hess' instructions and Amerada Hess shall reimburse Alyeska monthly for its total costs
incurred in operating such facilities for Amerada Hess and .Amerada Hess shall pay the Owners a
J reasonable monthly rental for the use of land utilized by such Amerada Hess tanks.
Alyeska joins herein for the purpose of agreeing to comply with the terms hereof.
X • Each Owner shall have the option to elect at any time, or from time to time, to have Alyeska
build up to 1,530,000 barrels of crude oil storage tank capacity as such party's sole property on the
same basis as such capacity is constructed for Amerada Hess, provided such space is available for the
purpose of constructing and operating said storage based upon reasonable plans and expectations
for total storage capacity for the pipeline system.
This agreement shall be binding upon the successors and assigns of the respective parties hereto.
This agreement may be executed in counterparts, each of which shall be deemed to be as original
but all of which together shall constitute one and the same instrument.
jl IN WITNESS WHEREOF the parties execute this agreement as of August 27. 1970.

ATLANTIC PIPE LINE COMPANY

By /s/ R. G. DULANEY
Vice Prrsideni

BP PIPE LINE CORPORATION

By IS/ EARL W. UNTOH
l President

HUMBLE PIPE LINE COMPANY

By /*/ CHARLES E. SHAVER
Director and General
) Counsel
1

111
Page 53 of 105

AMERADA HESS CORPORATION

By Is/ LEON HESS
Chairman of the Board

HOME PIPE LINE COMPANY

By I si R. W. CAMPBELL
Vice President

MOBIL PIPE LINE COMPANY

By /$/ JAMES R. KINZER
Attorney-in- Pact and
Ceneral Counsel

PHILLIPS PETROLEUM COMPANY

By Isl C. M. KITTRELL
Vice President

UNION OIL COMPANY OP CALITORNIA

By /*/ JOHN M. HOPEINS
Attorney-in-Fact
) -
ALYESEA PIPELINE SERVICE COMPANY

By Is/ E. L. PATTON
President

2 )

112
fageSÿof IflV

AMENDMENT TO FIFTH SUPPLEMENTAL AGREEMENT

THIS AMENDMENT to Fifth Supplemental Agreement to the Trans
Alaska Pipeline System Agreement entered into by and among Amerada

_
Hass Corporation, ARCO Pipe Line Company, Exxon Pipeline Company,
Mobil Alaska Pipeline Company, Phillips Petroleum Company, Sohio Pipe
Line Company, and Union Alaska Pipeline Company (herein ''Owners") as
of July , 1974;
WITNESSETH:
WHEREAS by that certain Fifth Supplemental Agreement to the
Trans Alaska Pipeline System Agreement entered into as of August 27,
1970, by and between the undersigned Owners or their predecessors in
interest, Owners or their predecessors in Interest agreed to cause
Alyeska Pipeline Service Company ("Alyeska") to construct for Amerada
Hess Corporation, as its sole property, One Million Five Hundred Thirty
Thousand (1.530,000) barrels of crude oil storage tank capacity at the
Valdez terminal of the Trans Alaska Pipeline System end further to grant
each Owner the option to elect to have Alyeska build the same quantity
of crude oil storage tank capacity at the said terminal on the same
basis as that constructed for Amerada Hess Corporation, and
WHEREAS Amerada Hess Corporation has notified Owners that
Amerada Hess no longer desires to have Alyeska construct any crude oil
( storage tank capacity for it, as its sole property, at the Valdez
terminal, and
WHEREAS Owners are willing to amend said Fifth Supplemental
Agreement to relieve Owners of their obligation to cause Alyeska to
construct crude oil storage tank capacity for Amerada Hess Corporation
as its sole property and Amerada Hess Corporation desires to be relieved
of its obligation to have such crude oil storage tank capacity constructe
for it, as its sole property, and all parties hereto desire that any and
all design and other work heretofore accomplished by Alyeska and material
and equipment heretofore purchased or placed on order by Alyeska for
construction of such crude oil storage tank capacity at* the" Valdez
terminal be used by Alyeska to construct additional terminal tankage
at Valdez pursuant to the provisions of sub-section 6.7 of tha TAPS
Agreement;

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS that for and in
consideration of the mutual covenants contained herein the parties
hereto agree that the Fifth Supplemental Agreement to the Trans Alaska
Pipeline System Agreement shall be and is hereby amended to provide
as follows:

XR- 000098

113
- 2 - :,
Page 55 of 1 05
. \ •;

» * « •

r 1) Owners are hereby relieved of any and all prior obli¬
gations to cause Alyeska to construct for Amerada Hess
Corporation, as its sole property, any crude oil
( storage tank capacity at the Valdez terminal of the
Trans Alaska Pipeline System and Amerada Hess Corpo¬
ration is hereby relieved of its prior obligation to
have any such crude oil storage tank capacity con¬
structed for it. as its sole property. Owners,
including Amerada Hess Corporation, agree that all
things heretofore done by Alyeska 'in constructing or
preparing to construct crude oil storage tank capacity
at the Valdez terminal for Amerada Hess Corporation as
its sole property and all materials and equipment of
every kind acquired or purchased or placed on purchase
order for use in construction of such crude oil storage
tank capacity shall be used by. Alyeska to construct
additional terminal tankage at the Valdez terminal, as
and when such additional tankage is properly nominated
by one or more Owners in the required quantities, pur¬
suant to subsection 6.7 of the TAPS Agreement.
2) Each Owner, Including Amerada Hess Corporation, shall
have the option to elect at any time, or from time to
time in the future, to have Alyeska construct up to
One Million Five Hundred Thirty Tbous end . (1,530,000)
barrels of- crude oil storage tank capacity at tha said
Valdez terminal, as such Owner's sola property, provided
( auch apace is available for the purpose of constructing
and operating said storage based upon reasonable plana
and expectations for total storage capacity for the
System. Such crude oil storage tank capacity constructed
for auch Owner shall be constructed in Five Hundred Ten
Thousand (510.000) barrel tanks or such other size tanks
identical to the other tanks constructed at the Valdes
terminal. Alyeska shall construct such tank or tanks
and facilities in accordance with generally accepted
practices as in the remainder of the Valdez tank farm.
During design and construction, Alyeska shall submit
monthly invoices for tha cost of such design and con¬
struction to such Owner for whom such tank capacity is
being constructed, and such Owner shall promptly make
payment of such invoices in full. Thereafter, Alyeska
shall operate such tanks and facilities for such Owner
for whom constructed in accordance wich such Owner's
Instructions and such Owner shall reimburse Alyeska
monthly for its total costs Incurred in operating such
facilities for such Owners, and such Owner shall pay
all other Owners a reasonable monthly rental for use of
land utilized by such Owner in the operation of such
tank capacity.

XR-
000033

114
*
%• • Page 56 of 1 05
/

- -
3

3) Alyeska Joins herein for Che purpose of agreeing Co
( comply with Che cerms hereof. ,
4) This agreement shall be binding upon Che successors
and assigns of Che respeccive parcies hereco.
5)
. of
.
This ogreemenc may be executed in councerparcs each
which shell be deemed co be an original buc all
of which cogecher shall consclcuce one and Che same
instrumenc.
IN WITNESS WHEREOF each of che parcies hereco has caused chis
instrumenc to be executed on its behalf by its authorized officer as of
the day and date first mentioned above.

ALYESKA PIPELINE SERVICE COMPANY AMERADA HESS CORPORATION

By By
ARCO PIPE LINE COMPANY

By
( EXXON PIPELINE COMPANY

By
MOBIL AIAS Kk PIPErLINE COMPANY
%
By
PHILLIPS PETROLEUM COMPANY

By
SOHIO PIPE LINE COMPANY

By
ONION ALASKA PIPELINE COMPANY

By
(
XR"
OOOIOO

115
Page 57 of 105
C C
SIXTH SUPPLEMENTAL AGREEMENT

( This Agreement supplements the Trans Alaska Pipeline System Agreement
entered Into effective August 27, 1970, (Agreement) by and among the predecessors
In Interest of Amerada Hess Pipeline Corporation. ARCO Pipe Line Company,
BP Pipelines Inc., Exxon Pipeline Company, Mobil Alaska Pipeline Company,
Phillips Alaska Pipeline Corporation. Sohlo Pipe Line Company and Union
Alaska Pipeline Company, herein sometimes referred to Individually as
"Party" or "Owner- and collectively as "Parties" or as "Owners".
WITNESSETH:
WHEREAS, Section 14. B of the TAPS Agreement requires that Owners
Join 1n executing a written supplement formally establishing and recording
the date for all relevant purposes on which custody of the first petroleum
tendered for shipment through the System, after providing for base
Inventory was actually accepted, and
WHEREAS, notice was given to Owners by Alyeska Pipeline Service
Company that base Inventory Including pipeline base Inventory and terminal
tankage base Inventory was provided at 2400 hours on July 30, 1977, and
WHEREAS, Section 1.1.1.7 of the Stipulations Of the Agreement and
Grant of Right-of-Way for the Trans Alaska Pipeline between the United
States of America and Permittees therein and Section 1.1.1,7 of the
Stipulations of the RIght-of-Way Lease for the Trans Alaska Pipeline
between the State of Alaska and Lessees therein respectively provide
( that written notice shall be given promptly to the Authorized Officer
and to the Coirmlssloner of Natural Resources of the State of Alaska,
NOW THEREFORE, each of the Owners under the Agreement hereby agrees
that;

1. The Date of Conm1ss1on1ng as defined 1n the Agreement 1s
formally established and recorded for all relevant purposes as July
31st, 1977.
2. Alyeska Pipeline Service company shall on behalf of each of
the Owners promptly notify 1n writing both the Authorized Officer and
the Commissioner of Natural Resources of the State of Alaska that first
oil tendered for shipment through the pipeline after provisions for line
fill and tank bottoms was accepted for custody by Owners on July 31st
1977.
This Agreement may be executed in counterparts each of which shall
be deemed to be an original, but all of which together shall constitute
one and the same Instrument.

(
XR- •
OOOlQj

116
Page 58 of 105
c
Sixth Supplement Agreement
Page Two

f In witness whereof the Owners have entered Into this Supplemental
Agreement as of 1977

AMERADA HESS PIPELINE CORPORATION MOBIL ALASKA PIPELINE COMPANY

By cPt •if. yyi By

Title Tttle
ARCO PIPE LINE COMPANY PHILLIPS ALASKA PIPELINE CORPORATION

By By

Title Title
BP PIPELINES INC. SOHIO PIPE LINE COMPANY

By By
Title Title
EXXON PIPELINE COMPANY UNION ALASKA PIPELINE COMPANY

By By

Title Title

XR-
000102

117
Page 59 of 1 05
r

FIRST AMENDMENT TO

TRANS ALASKA PIPELINE SYSTEM AGREEMENT

This First Amendment to the Trans Alaska Pipeline System
Agreement entered into as of the 8th day of July, 1974, by and
between Amerada Hess Corporation, ARCO Pipe Line Company, Exxon
Pipeline Company, Mobil Alaska Pipeline Company, Phillips Petroleum
Company, Sohio Pipe Line Company. Union Alaska Pipeline Company
and BP Pipelines Inc. (herein called ’’Owners"):
WITNESSETH:
WHEREAS the parties hereto or their predecessors in interest
entered into the Trans Alaska Pipeline System Agreement (herein
"Agreement") as of August 27, 1970, which said Agreement provides
for the design and construction of the Trans Alaska Pipeline System
(herein "System") consisting of a forty-eight (48) inch diameter
petroleum pipeline from Prudhoe Bay to Valdez. Alaska and its
related facilities, and
WHEREAS Home Pipe Line Company, a Delaware corporation, an
original party to the Agreement, has subsequently assigned its
interest in the System and the Agreement to other Owners of the
System which are also parties hereto, and

WHEREAS the said Agreement provides for the design and con¬
struction of the System to an initial design capacity of 600,000
barrels per day and further provides for design of the System for
expansion of capacity in two economically logical stages designated
"First Expansion" and "Second Expansion", respectively, all accord¬
ing to terms and conditions sec forth in the Agreement, and

WHEREAS Owners have done all things pursuant to the Agreement
necessary to initiate the First Expansion, effective as of July 8,
1974 which will increase design capacity 600.000 barrels per day
(First Expansion Capacity) and result in redistribution of Per¬
centages of Ownership in the System, and

WHEREAS pursuant to the said redistribution of Percentages
of Ownership in the System. Sohio Pipe Line Company obtains f rom
the other Owners an additional undivided 21.1% interest in the
System which increases its Percentage of Ownership in the System
to an undivided 49.18% interest, and
WHEREAS Sohio Pipe Line Company has assigned to BP Pipelines
Inc., a Delaware corporation, an undivided 15.847. interest in the
System, effective as of July 17. 1974. which said assignment has
reduced the Percentage of Ownership of Sohio Pipe Line Company in
the System to an undivided 33.34% interest, and

118
Page 60 of 105

WHEREAS the said redistribution and assignment described
above requires the Owners to amend the Agreement as provided in
Sections 3.2 and 6.6 thereof in the respects set forth hereinbelov:
NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS that in con¬
sideration of the mutual covenants herein contained, and other
good and valuable consideration, Owners hereby covenant and agree
that the said Trans Alaska Pipeline System Agreement entered into
by and between them or their predecessors in interest as of August
27, 1970 shall be and the 9ame hereby is amended as follows:
J
1. Table I in Section 3.1 of the said Agreement is amended
to read as follows:

TABLE I
(2) (3)
Percentage Design
(1) of Capacity
Party Ownership .
(Bbls /Day)

ARCO Pipe Line Company 21 . 007. 252,000
(formerly Atlantic Pipe Line Company)
Sohio Pipe Line Company 33.34 400,080
(formerly BP Pipe Line Corporation)
Exxon Pipeline Company 20.00 240.000
(formerly Humble Pipe Line Company)
Amerada Hess Corporation 1.50 18,000
Mobil Alaska Pipeline Company 5.00 60,000
(formerly Mobil Pipe Line Company)
Phillips Petroleum Company 1.66 19,920
Union Alaska Pipeline Company 1.66 19,920
(formerly Union Oil Company of California)
BP Pipelines Inc. (a) 15.84 190,080

Totals 100.007. 1,200,000

(a)
With respect to the period from July 8 through July 16, 1974,
Sohio Pipe Line Company's and BP Pipelines Inc. 's Percentages
of Ownership and barrels of Design Capacity set forth above
were held by Sohio Pipe Line Company.

119
) r, Page 61 of 105

2. Table II in Section 6.2 of the said Agreement is amended
to read as follows:
TABLE II
(2) (3)
Expansion Remaining
(1) Capacity Expansion
Part' (B/D) Capacity

ARC0 Pipe Line Company 385.000 168,000
J (formerly Atlantic Pipe Line Company)
Sohio Pipe Line Company 385,000 266,720
(formerly BP Pipe Line Corporation)
Exxon Pipeline Company 350,000 160,000
(formerly Humble Pipe Line Company)
Amerada Hess Corporation 42,000 12,000
Home Pipeline Company 28,000
Mobil Alaska Pipeline Company 119,000 40.000
(formerly Mobil Pipe Line Company)
PhillipB Petroleum Company 45.500 13,280
Union Alaska Pipeline Company 45.500 13,280
(formerly Union Oil Company of California)
BP Pipelines Inc. 0>) 126,720

Totals 1,400,000 800,000

respect to the period from July 8 through July 16, 1974
Sohio Pipe Line Company's and BP Pipelines Inc.'s Remaining
Expansion Capacity set forth above were held by Sohio Pipe
Line Company.

3. All Owners agree that additional tankage with nominal or
estimated capacity of 3,000,000 barrels shall be constructed at
the Valdez terminal as part of Initial Design Capacity and that
Table IA in Section 3.2 of the said Agreement Is amended to read
1 as follows:

3 -

120
/ . Page 62 of105

TABLE IA
(2) (3)
Undivided Tankage
(1) Interest Capacity
Part Percentage .
(3b 1 s )

ARCO Pipe Line Company 21.00 1,890,0c
(formerly Atlantic Pine Line Company)
Sohio Pipe Line Companyÿ/ 33.34 3,000, 6C
(formerly BP Pipe Line Corporation)
Exxon Pipeline Company 20.00 1,800. Of
(formerly Humble Pipe Line Company)
Amerada Hess Corporation 1.50 135, 0(
"Mobil Alaska Pipeline Company 5.00 450,0'
(formerly Mobil Pipe Line Company)
Phillips Petroleum Company 1.66 149. A
Union Alaska Pipeline Company 1.66 149.4
(formerly Union Oil Company of California)
BP Pipelines Inc.(c> 15.84 1,425,6

Totals 100.007, 9.000.C
(c)with respect to the period from July 8 through July 16. 1974
Sohio Pipe Line Company's and BP Pipelines Inc.'s Undivided
Interest Percentages and barrels of Tankage Capacity set
forth above were held by Sohio Pipe Line Company.
f

No Owner's net usable barrels of Terminal Tankage Capacity
derived from the Terminal Tankage Capacity set forth in Column
(3) of Table IA shall be reduced under the Agreement upon any
further Expansion of the System if such Owner elects to retain
such Terminal Tankage Capacity and specifies its election to do
so by proper notice to each other Owner within 45 days after it
has been notified chat such further Expansion has been proposed.
Net usable barrels of Terminal Tankage Capacity shall be determines:
after the tanks are completed by strapping and by deducting total
tank bottoms and total unusable capacity provided at the top of
such tanks for safety purposes in the event of seismic disturbance;
The capacities shown in Column (3) of Table IA are nominal or esti¬
mated barrels of capacity.
4. Section 3.3 of the said Agreement is hereby amended to
read as follows:
All cos t6 Incurred or to be incurred from and after
July 8, 1974 to complete the Initial Design Capacity and
to complete the First Expansion Capacity shall be charged
to and paid by the Parties in accordance with their respectiv
Percentages of Ownership in the Trans Alaska Pipeline System
as those Percentages of Ownership appear in Column (2) of
Table I in Section 3.1 hereof, as the said Table I is amende

- -
4

121
) -• Page 63 of 105

by this First Amendment to the Trans Alaska Pipeline
System Agreement. The total cost of terminal tankage
constructed as a part of the Initial Design Capacity
shall be initially paid by the Parties in accordance with
their respective undivided interest percentages in terminal
tankage appearing in Column (2) of Table IA in Section 3.2
hereof, as the said Table IA is amended by this First
Amendment to the said Agreement.

This First Amendment to the said Trans Alaska Pipeline
5.
System Agreement may be executed in counterparts, each of which
be deemed an original, but all of which together constitute
one and the same instrument.

IN TESTIMONY WHEREOF this First Amendment to the Trans Alaska
Pipeline System Agreement is executed in several counterparts, each
of which shall be considered an original, as of the day and date
first appearing above.

ARCO Pipe Line Company Mobil Alaska Pipeline Company

! By. ,.v- By
_ H tfke/cciH
C
E. J. Wacker, Jr., Vice Preside
' i'/
Sohio Pipe Line Company i Phillips Petroleum Company

By.

Exxon Pipeline Company Union Alaska Pipeline Company
ft , c.
/'
By. r_ */J- /x •
7 17
AmeradaÿIess Corporation BP Pipelines Inc.

! V
2 By. T

Chairman of the Board

122
Page 64 of 1 05
* v

SECOND AMENDMENT TO
TRANS ALASKA PIPELINE SYSTEM AGREEMENT

This Second Amendment to the Trans Alaska Pipeline System Agree¬
ment entered into as of the 15th day of December, 1976, by and between
Amerada Hess Corporation, ARCO Pipe Line Company, Exxon Pipeline
Company, Mobil Alaska Pipeline Company. Phillips Petroleum Company,
Sohio Pipe Line Company, Union Alaska Pipeline Company and BP Pipelines
Inc. (herein called "Parties" or "Owners"):

WITNESSETH:

WHEREAS, Owners or their predecessors in interest entered into
the Trans Alaska Pipeline System Agreement (herein"Agreement") as of
August 27, 1970, which provides for the design and construction of
the Trans Alaska Pipeline System (herein "TAPS" or "System") consisting
of a 4 B- inch diameter petroleum pipeline from Prudhoe Bay to Valdez,
Alaska, and its related facilities, and
WHEREAS, Owners desire to amend the Agreement as hereinafter pro-
•ided:
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That in consid¬
eration of the mutual covenants herein contained and other good and
valuable consideration, Owners hereby covenant and agree that Article
XIII of the Agreement shall be and is hereby amended and restated in
its entirety as follows:
"13.1 Definitions
When used in this Article XIII, the following terms
shall be defined as sec forth below:
(a) "Designated Area" shall mean all lands lying
within five (5) miles of the centerline of the TAPS pipeline.
(b) "Acquisition Period" means the period beginning
August 27, 1970, and ending on the date three (3) years from
and after the Date of Commissioning of the System; excepting,
however, that as to all Mineral Interests located within
lands withdrawn by governmental authority from mineral loca¬
tion or mineral leasing, the Acquisition Period shall expire
on the dace three (3) years from and after termination of
such withdrawal, or on the date ten (10) years from and after
the Date of Commissioning of the System, whichever date is
earlier.

123
t
Page 65 of 105

{c) "Mineral" {singular or plural) means any and
every mineral of any nature, metallic or nonmetallic, except
oil and gas.
(d) "Mineral Interest" {singular) or "Mineral
Interests" (plural) means property interests including any
and all mining claims, leases, options, ownership and other
rights, title or interests in, to, or of any Mineral existing
in the Designated Area acquired directly or Indirectly as a
result of Data obtained as provided in (e) below.
(e) "Data" means any and all core samples, survey
information, geological, geophysical or geochemical informa¬
tion and other information and data, concerning the discovery,
existence, or nature of any Mineral, or oil or gas, within
the Designated Area which is revealed, discovered or observed
in the construction of the System or arising in connection
therewith.
(f) "Prospect" means an area of limited areal extent
clearly based on logical geological localization for specific
Minerals within the Designated Area.
13.2 Disclosure of Data
{a) All Data revealed to or acquired, discovered or
observed by any Party during the Acquisition Period, shall be
the common property of all Parties and shall be revealed
promptly to all Parties.
(b) All Data obtained by the Contractor at any time
shall be the common property of all Parties and shall be re¬
vealed to all Parties by the Contractor promptly if requested
by any Party or if such Data appears significant in the good
faith judgment of the Contractor.

13.3 Mineral Interests
{a) Every Mineral Interest in a Prospect acquired by
or for any of the Parties during the Acquisition Period shall
be held for the benefit of all Parties in the same proportion
as their respective Percentages of Ownership, subject to the
election by each Party to accept or reject its respective
proportionate part (herein called a "Share") of all Mineral
Interests in the Prospect.
(b) Whenever, during the Acquisition Period, a Mineral
Interest in any Prospect is acquired by or for any of the
Parties (called the "Acquiring Party", whether one or more)
the Acquiring Party forthwith shall notify all other Parties
(each of which is called a "Non-Acquiring Party") in writing,

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Page 66 of 1 05
• *>
y

describing in detail the Mineral Interest, its location, and
all of the consideration, costs, terns, conditions and con¬
tractual obligations for or by reason of such acquisition
(other than obligations implied by law) . The Acquiring Party
shall furnish to each Non-Acquiring Party, along with the
notice, a copy of all factual geological and other technical
data concerning the Mineral Interest in the Prospect, and
all information concerning the title thereto and possession
thereof, which then has been obtained by or for the Acquiring
Party. Each such notice shall constitute an offer, to each
Non-Acquiring Party, to convey, assign or transfer to the
Non-Acquiring Party its respective Share of all Mineral
Interests in the Prospect; provided, however, that all Mineral
Interests acquired within a Prospect shall be combined and
treated in the same manner as individual Mineral Interests as
to the obligations of the Acquiring Party and the rights and
options of the Non- Acquiring Party.
Each Non-Acquiring Party shall have the right and
option to elect to accept or reject the offer at any time
during the period of one year from and after the date of
receipt of the notice. If a Party elects to accept the offer,
it shall do so by written notice to the Acquring Party within
the one year-, provided, however, that the Non -Acquiring Party
shall elect to accept all or none of the Mineral Interests
offered within a Prospect. Upon such election, the Acquiring
Party forthwith shall assign, transfer and convey to each
i Party accepting the offer such Party's Share of the Mineral
Interests in the Prospect. Each Party receiving a Share of
the Mineral Interests shall promptly bear and pay, or reimburse
the Acquiring Party for, a proportionate part of the consider¬
ation and acquisition costs described in the offer, and there¬
after shall bear and pay a proportionate part of all rentals,
royalties, assessment work, taxes, work obligations, and other
liabilities and obligations, pertaining to the Mineral Interests
in the Prospect. Each such Party's proportionate part of all
6uch payments, liabilities and obligations shall be equal to
its Share in the Mineral Interests in the Prospect.
(c) If a Party fails to accept an offer in the manner
and during the period specified above, it shall be deemed to
have rejected the offer, and shall have no rights or interests
in or to the Mineral Interests in the Prospect as to which the
offer was made. The Share rejected by such Party shall be
divided among the Acquiring Party and all other Parties which
have accepted their respective Shares and desire to have their
Shares increased by distribution of the rejected Share. The
rejected Share shall be distributed among all such Parties in
the same proportion as their respective Shares bear to one
another."

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125
Page 67 of 105

This Second Amendment to the said Trans Alaska Pipeline System
Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together constitute one and the
Bame Instrument.

IN TESTIMONY WHEREOF, this Second Amendment to the Trans Alaska
Pipeline System Agreement is executed in several counterparts , each
of which shall be considered an original, as of the day and date
first appearing above.

ARCO Pipe Line Company Mobil Alaska Pipeline Company

By By

Sohio Pipe Line Company Phillips Petroleum Company

By By

Exxon Pipeline Company ,ÿ4 Union Alaska Pipeline Company
/

By By

Amerada Hess Corporation BP Pipelines Inc.

By By

:
i

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Page 68 of 105

THIRD AMENDMENT TO
TRANS ALASKA PIPELINE SYSTEM AGREEMENT

This Third Amendment to the Trans Alaska Pipeline System
Agreement entered into as of the 31st day of March 1977, by and
among Amerada Hess Pipeline Corporation, Exxon Pipeline Company, ARCO
Pipe Line Company, Mobil Alaska Pipeline Company, Phillips Petroleum
Company, Sohio Pipe Line Company, Union Alaska Pipeline Company, and

BP Pipelines Inc. (herein individually called "Party" or "Owner" and
collectively called "Parties" or "Owners") :

WITNESSETH:

WHEREAS, Owners or their predecessors in interest entered

into the Trans Alaska Pipeline System Agreement as of August 27, 1970
hich agreement as supplemented and amended from time to time is
herein referred to as the "Agreement"), which provides for the design
->d construction of Trans Alaska Pipeline System consisting of a 48-
inch diameter petroleum pipeline fronr Prudhoe Bay to Valder, Alaska
and related facilities (herein "TAPS"); and
WHEREAS, Owners desire to amend the Agreement as herein

provided:
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That in
consideration of the mutual covenants herein contained and other good
and valuable consideration the sufficiency of which is hereby acknow¬
ledged, Owners hereby covenant and agree that the Agreement shall be
and is hereby amended as follows;
1. Section 7.2 of the Agreement is amended and restated in

127
Page 69 of 1 05

its entirety to read as follows:

"7.2 Transferability of Interests. Except as otherwise
expressly provided in Sections 7.3 and 7. A, an Owner may sell.
transfer or otherwise dispose of all or any part of its un¬
divided interest in TAPS only by a sale for cash and only
after offering such interest to all other Owners as provided
in subsections (a) and (b) of this Section 7.2 and provided
further that any Owner whose Percentage of Ownership in TAPS
then appearing in Column (2) of Table I of Section 3.1 exceeds
five percent (51) must first receive the prior written consent
to the transfer of either (i) a majority of the other Owners
or (11) Owners whose Percentage of Ownership in TAPS then
appearing in Column (2) of Table 1 of Section 3.1 aggregate at
least sixty-six and two-thirds percent (66-2/3%) of the total
ownership in TAPS. Any Owner not giving notice of consent on
or before the time allowed for completing a transfer pursuant
to subsection (a) below shall be deemed to have withheld
consent to such transfer.
"(a) Transfer of a Direct Interest in TAPS. In addition to
the consent requirement as provided above, an Owner
desiring to sell, transfer or otherwise dispose of all
or any part of its undivided interest in TAPS shall
first offer such interest to all other Owners who arc
hereby granted the preferential right to purchase such
interest (but not a lesser or different interest) on
the same terms offered by or to any bona fide, prospec¬
tive purchaser, who is ready, willing and able to so
purchase same. The Owner desiring to sell shall promptly
communicate in writing to the other Owners the offer
made to or received by it ‘from a purchaser ready, willing
and able to purchase the same, together with the name and
address of such purchaser, and the other Owners shall
thereupon have the right for a period of forty-five (45)
days after the giving of said notice to elect to purchase
such interest upon the same terms, by giving written
notice within such 45-day period to the Owner desiring to
sell the same. If none of the notified Owners so elect
to purchase such Interest within such 45-day period, the
Owner desiring to sell same shall have, subject to the
consent requirement as provided for above, the right to
complete said sale in accordance with said offer within
sixty (60) days after the expiration of said 45-day
period; provided, that, if the Owner desiring to sell
falls so to complete said sale within said period of
sixty (60) days, the preferential purchase right of the
other Owners under this subsection (a) shall be
considered as revived, and the Owner whodesired to sell
shall not complete said sale unless and until said offer
again has been presented to the ocher Owners, as hereln-

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128
Page 70 of 1 05

above provided, and the said other Owners again have
failed to elect to purchase on the sane terms and
conditions of said offer. If more than one Owner
desires to join in the purchase of such interest then,
unless otherwise agreed by the purchasing Owners, all
such Owners shall purchase the same proportionately
in the ratio that their Percentages of Ownership in
TAPS prior to said purchase bear to each other.
M(b) Indirect Transfers of an Interest in TAPS. In addition
to the consent requirement as provided for above, the
foregoing subparagraph (a) shall also apply to (1) any
sale, transfer or other disposition of any Equity
Security issued by an Owner (other than a New Corporation
and other than any Owner which does not have an Enabling
Party) , in which event every other Owner shall be en¬
titled to exercise a preferential right to acquire the
undivided interest in the System represented by such
Equity Securities pursuant to Section 7.6; and (ii) any
sale, transfer or other disposition of any Equity
Security issued by a New Corporation, in which event (a)
every Owner (other than such New Corporation or any sub¬
sidiaries of such New Corporation) shall have the pref¬
erential right described in clause (i) above, and (b)
every non-selling holder of Equity Securities issued by
such New Corporation shall have a preferential right to
purchase such Equity Securities pursuant to Section 7.5.
The undivided interest in the System represented by the
Equity Securities owned by any holder in a New Corpora¬
tion (whether or not such New Corporation is an Owner)
shall be determined by multiplying the undivided interest
in the System owned by suoh New Corporation and/or by
all subsidiaries of such New Corporation by the Percentage
of Ownership of such holder of all Equity Securities
Issued by such New Corporation."
2. The caption and first clause of Section 7.3 of the Agree¬
ment is hereby amended to read as follows:
"7.3 Transfers not Subject to Requirement of Consent
and Preferential Right to Purchase. The following trans¬
actions shall not be subject to the requirement of consent
and the preferential right to purchase set forth in Section
7.2 "
3. The last sentence of Section 7.4 of the Agreement is
hereby amended to read as follows:
"The requirement of consent and the preferential right

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129
Page 71 of 105
.
•
•
i
r

of purchase as provided in Section 7.2 shall not apply to
any such issuance, repurchase or redemption of the Equity
Securities of a New Corporation."
4. Section 8.1 of the Agreement is amended and restated in
its entirety to read as follows:
"8.1 Initial Term. This Agreement shall be in
effect from the date of this Agreement and until the ex¬
piration of thirty (30) years from the Dace of Conanission-
ing, with successive five (5) year renewal terms there¬
after so long as at least two Parties hereto desire to
continue operations hereunder. Such initial thirty (30)
year term and any such successive five (5) year renewal
term are each hereinafter sometimes referred to as an
"Agreement Term." If at the end of any Agreement Term,
less than two Parties desire to continue operations
hereunder, this Agreement shall terminate. If, at any
time, any Owner shall be adjudicated bankrupt by any court
of competent Jurisdiction, this Agreement shall terminate."
5. This Third Amendment to the said Trans Alaska Pipeline
System Agreement may be executed in counterparts, each of which shall

be deemed an original, but all of which together constitute one and
the same instrument.

IN WITNESS WHEREOF this Third Amendment to the Trans Alaska
Pipeline System Agreement is executed in several counterparts, each of
which shall be considered an original, as of the day and date first
appearing above.

ARCO Pipe Line Company Mobil Alaska Pipeline Company

Sohio Pipe Line Company Phillips Petroleum Company

iy By

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130
Page 72 of 105

/
of purchase as provided in Section 7.2 shall not apply to
any such issuance, repurchase or redemption of the Equity
Securities of a New Corporation."
4. Section 8.1 of the Agreement is amended and restated in
Its entirety to read as follows:
"8.1 Initial Term. This Agreement shall be in
effect from the dace of this Agreement and until the ex¬
piration of thirty (30) years from the Dace of Commission¬
ing, with successive five (5) year renewal terms there¬
after so long as at least two Parties hereto desire to
continue operations hereunder. Such initial thirty (30)
year term and any such successive five (5) year renewal
term are each hereinafter sometimes referred to as an
"Agreement Term." If at the end of any Agreement Term,
less than two Parties desire to continue operations
hereunder, this Agreement shall terminate. If, at any
time, any Owner shall be adjudicated bankrupt by any court
of competent Jurisdiction, this Agreement shall terminate."
5. This Third Amendment to the said Trans Alaska Pipeline
System Agreement may be executed in counterparts, each of which shall

ue deemed an original, but all of which together constitute one and
the same instrument.

_
ARCO Pipe Line Company Kobll Alaska Pipeline Company

By By

Sohlo Pipe Line Company Phillips Petroleum Company

QLLL By
(/ UCE PRESIDE!
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131
Page 73 of 105

I
of purchase as provided in Section 7.2 shall not apply to
any such issuance, repurchase or redemption of the Equity
Securities of a New Corporation."
A. Section 8.1 of the Agreement is amended and restated in
its entirety to read as follows:

/ "8.1 Initial Term. This Agreement shall be in
effect from the date of this Agreement and until the ex¬
piration of thirty (30) years from the Date of Commission¬
ing, with successive five (5) year renewal terms there¬
after so long as at least two Parties hereto desire to
continue operations hereunder. Such initial thirty (30)
year term and any such successive five (5) year renewal
term are each hereinafter sometimes referred to as an
"Agreement Term." If at the end of any Agreement Term,
less than two Parties desire to continue operations
hereunder, this Agreement shall terminate. If, at any
time, any Owner shall be adjudicated bankrupt by any court
of competent Jurisdiction, this Agreement shall terminate."
5. This Third Amendment to the said Trans Alaska Pipeline
System Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together constitute one and
the same Instrument.

ARCO Pipe Line Company Mobil Alaska Pipeline Company

By By
'
u J . L.l Cooper , President
Sohlo Pipe Line Company Phillips Petroleum Company

dy By

132
Page 74 of 105

of purchase as provided in Section 7.2 shall not apply to
any such issuance, repurchase or redemption of the Equity
/ Securities of a New Corporation."
4. Section 8.1 of the Agreement is amended and restated in
its entirety to read as follows:
"8.1 Initial Term. This Agreement shall be in
effect from the- dace of this Agreement and until the ex¬
piration of thirty (30) years from the Date of Commission¬
ing, with successive five (5) year renewal terms there¬
after so long as at least two Parties hereto desire to
continue operations hereunder. Such initial thirty (30)
year term and any such successive five (5) year renewal
term are each hereinafter sometimes referred to as an
"Agreement Term." If at the end of any Agreement Term,
less than two Parties desire to continue operations
hereunder, this Agreement shall terminate. If, at any
time, any Owner shall be adjudicated bankrupt by any court
of competent Jurisdiction, this Agreement shall terminate."
5. This Third Amendment to the said Trans Alaska Pipeline

ystem Agreement may be executed in counterparts, each of which shall

be deemed an original, but all of which together constitute one and
the same instrument.

ARCO Pipe Line Company Mobil Alaska Pipeline Company

By By

Sohio Pipe Line Company Phillips Petroleum Company

•y By

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133
Page 75 of 105
f'

FOURTH AMENDMENT TO
TRANS ALASKA PIPELINE SYSTEM AGREEMENT

This Fourth Amendment to the Trans Alaska Pipeline System
Agreement entered into as of the first day of February, 1978, by
and among Amerada Hess Pipeline Corporation, Exxon Pipeline Company,
ARCO Pipe Line Company, Mobil Alaska Pipeline Company, Phillips
Alaska Pipeline Corporation, Sohlo Pipe Line Company, Union Alaska
Pipeline Company and BP Pipelines Inc., (herein individually called
"Party" or "Owner" and collectively called "Parties" or "Owners"):

WITNESSETH :

WHEREAS, Owners or their predecessors in Interest entered into
the Trans Alaska Pipeline System Agreement as of August 27, 1970
(which agreement as supplemented and amended from time to time is

herein referred to as the "Agreement") , which provides for the
design and construction of the Trans Alaska Pipeline System consisting
of a 48 inch diameter petroleum pipeline from Prudhoe Bay to Valdez,
Alaska and related facilities (herein called "TAPS") and
WHEREAS, Owners desire to amend the Agreement as herein provided;

NOW. THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That in
consideration of the mutual covenants herein contained and other
good and valuable consideration the sufficiency of which is hereby

acknowledged, Owners hereby covenant and agree as follows;

134
Page 76 of 105
'
f

Fourth Amendment to
Trans Alaska Pipeline System Agreement

1. The Agreement is hereby amended by deleting
Section 7.7 thereof in its entirety.

2. Each Owner hereby agrees : (a) that the foregoing
amendment shall be deemed to have been effective
from and after the date of the Agreement, August 27,
1970; (b) that no right of action or claim of any
nature has arisen or will arise against any Owner
for its inability or failure to perform the terms
of said Section 7.7 as it existed prior to the
execution and delivery of this Fourth Amendment; and
(c) that each Owner hereby waives any rights which

it may have due to past performance or non-performance
by any Owner of the terms of Section 7.7.

3. This Fourth Amendment to the said Trans Alaska
Pipeline System Agreement may be executed in

counterparts, each of which shall be deemed an
original, but all of which together constitute one
and the same instrument.

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135
Page 77 of 1 05

Fourth Amendment to
Trans Alaska Pipeline System Agreement

IN WITNESS WHEREOF, this Fourth Amendment to the Trans
Alaska Pipeline System Agreement is executed in several counterparts,
each of which shall be considered an original, as of the day and
date first appearing above.

App#ov«c as ti fvti.
ARCO PIPE LINE COMPANY .MOBIL ALASKA PIPELINE COMPANY
Lagil Department

By By.
THEO 1.

SOHIO PIPE LINE COMPANY PHILLIPS ALASKA PIPELINE CORPORATION

By. By.

EXXON PIPELINE COMPANY UNION ALASKA PIPELINE COMPANY

By. By.

AMERADA HESS PIPELINE CORPORATION BP PIPELINES INC.

By. By.

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136
Page 78 of105

FIFTH AMENDMENT TO
TRANS ALASKA PIPELINE SYSTEM AGREEMENT

This Fifth Amendment to the Trans Alaska Pipeline System Agreement
entered into as of the 13th day of March, 1979, by and between
Amerada Hess Pipeline Corporation, ARCO Pipe Line Company. Exxon
Pipeline Company, Mobil Alaska Pipeline Company. Phillips Alaska
Pipeline Corporation, Sohio Pipe Line Company, Union Alaska Pipe¬
line Co mpany and BP Pipelines Inc. (herein called "Parties" or
"Owners"

WITNESSETH :

WHEREAS, Owners or their predecessors in interest entered into
the Trans Alaska Pipeline System Agreement as of August 27, 1970
(which agreement as amended and supplemented is herein called
"Agreement") , which provides for the design and construction of
the Trans Alaska Pipeline System (herein "TAPS" or "System") con¬
sisting of a 48-inch diameter petroleum pipeline from Prudhoe
Bay to Valdez, Alaska, and its related facilities, with an initial
design capacity of 600 M barrels per day capable of being expanded
to 2 H barrels per day in two (2) economically logical expansion
.
stages (therein "First Expansion" and "Second Expansion") and
UHEREAS, pursuant to Subsections (a) and (b) of Section 6.6 of the
Agreement, Owners have heretofore initiated and constructed the
First Expansion, and
WHEREAS, Owners desire (1) to provide that the Second Expansion
can be divided into substages to facilitate expansion of the design
capacity of the System in smaller increment? as the need therefor is
anticipated by Owners and (2) to make such other changes in said
Agreement as Owners deem necessary to conform other provisions
thereof to the division of the Second Expansion into subscages. and
WHEREAS, the principles in this Fifth Amendment, unless otherwise
provided herein, are not tn be considered as precedents for any
subsequent amendment to the Agreement, and
WHEREAS, Owners have agreed, that design capacity of the System shall
hereafter be expressed in barrels per day at a temperature of 60* F,
which requires modification of Table 1 in Section 3.1 of the Agree¬
ment and of Table II in Section 6.2 of the Agreement;

NOW, THEREFORE. KNOW ALL MEN BY THESE PRESENTS: That in consideration
of the mutual covenants herein contained and other good and valuable
consideration, Owners hereby covenant and agree that the Agreement
shall be and is hereby amended as follows :

XR-
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137
Page 79 of 105
;•*

v
FifCh Amendment to
Trans Alaska Pipeline System Agreement
Page Two

1. Table I in Section 3.1 of the said Agreement is amended
to read as follows :
TABLE I
(2) (3)
Percentage Design
<1) of Capacity
Part Ownership (Bbls./Dav)

ARCO Pipe Line Company 21.001 243,600
Sohio Pipe Line Company 33.34 386,744
Exxon Pipeline Company 20.00 232,000
Amerada Hess Pipeline Corporation 1.50 17,400
Mobil Alaska Pipeline Company 5.00 58,000
Phillips Alaska Pipeline Corporation 1.66 19,256
Union Alaska Pipeline Company 1.66 19,256
BP Pipelines Inc. 15.84 183,744
100. 00Z 17l60, 000
l
2. Table II in Section 6.2 of the said Agreement is amended
to read as follows:
TABLE II
(3)
(2) Remaining
Expansion Expansion
(1) Capacity Capacity
Party (B/D) (B/D)

ARCO Pipe Line Company 372,350 162,540
Sohio Pipe Line Company 372,350 258,050
Exxon Pipeline Company 338,500 154,800
Amerada Hess Pipeline Corporation 40,620 11.610
Home Pipeline Company 27,080 -6-
Mobil Alaska Pipeline Company 115,090 38,700
Phillips Alaska Pipeline Corporation 44,005 12,850
Union Alaska Pipeline Company 44.005 12,850
BP Pipelines Inc. -6- 122,600
1,354,000 774, OOD

l
XR- 000040
4v
138
Page 80 of 1 05

Fifth Amendment to
l Trans Alaska Pipeline System Agreement
Page Three
3. Subsection (a) of Section 6.5 of the Agreement ia amended by
inserting the words "and Subsection (h)M after the words "Sub¬
section (f)" in the first sentence of that Subsection (a).
4. Subsection (b) of Section 6.1 of the Agreement is amended and
restated in its entirety to read as follows:
(b) Determination of Expansion Stages. It is the
intention of the Parties hereto that the design capacity
of TAPS will be Increased in two (2) economically logical
stages ("Expansions"). The First Expansion ("First Expansion")
will consist of the construction of three (3) pump stations
and of the related storage tanks, terminal facilities, com¬
munications system and ocher required facilities to result in
on Increase of capacity of approximately Six Hundred Thousand
(600 M) barrels per day ("First Expansion Capacity"). The
Second Expansion ("Second Expansion") will consist of the
construction of four pump stations and of the necessary
associated facilities to increase the capacity of TAPS by
approximately Eight Hundred Thousand (600 M) barrels per
day ("Second Expansion Capacity"); provided, that a portion
of Che Second Expansion may be accomplished in subscages (herein
"Substage(s)") as described in Exhibit "D" attached hereto and
l made a part of this Agreement in accord with the provisions of
Subsection (h) of Section 6.6 of this Agreement. Each Sub¬
stage shall be designed utilizing the engineering criteria
currently applicable to the existing System in order to
achieve the same operating integrity. In the event any
Substage or Substages are initiated consisting of an
estimated design capacity of less chan 800 M barrels per
day, references in other provisions of this Agreement to
Expansion shall be deemed to be a reference to such Substage
or Subscages.
5. The first sentence of Subsection (g) of Section 6.6 of
the Agreement is amended and restated in its entirety to read
"Any Party may propose the balance of the Second Expansion or any
subscage thereof defined by unanimous agreement of the Owners at any
time after the First Substage described in Exhibit D hereto has been
initiated, but not necessarily completed."

6. Section 6.6 of this Agreement is amended by adding the
following Subsection (h) :

XR-
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4*
139
Page 81 of 105

Fifth Amendment to
Trans Alaska Pipeline System Agreement
1 Page Four

(h) * Substages.

(1) Initiation. Any Party may propose the
initiation of one or more Substages of the Second
Expansion as defined in Subsection (b) of Section 6.1.
If Parties having 511 of Substage Capacity Entitlement
shown below in Subsection (h)(2) agree that the Sub¬
stage or Substages may be initiated, such Substage (s)
may be initiated utilizing the procedures set forth
in Section 6.3. If the aggregate of the desired
increases of Design Capacity stated in written
notices provided by the Parties exceeds the Design
Capacity of the proposed Substage(s), the Design
Capacity of such Substage (s) shall be apportioned
among the Parties desiring to participate In such
Substage (s) in proportion to their respective Sub-
stage Capacity Entitlement Percentages shown below
in Subsection (h)(2) of -this Section 6.6 rather than
in proportion to their respective remaining capacities
as indicated in Subsection (c) of said Section 6.3.
In other respects. Section 6.3 as originally written
shall remain unchanged and shall govern the initiation
of all Substages.
l
(2) Substage Capacity Entitlement. The magnitude
of each Party's right to participate in any Substage
proposed is referred to as "Substage Capacity Entitle¬
ment". The Substage Capacity Entitlement of each Party,
expressed as a percentage of the design capacity to be
obtained from such Subs cage, in each and every Substage
proposed (whether before or after the Date of Cotnolssloning
of the System, the completion of the First Expansion or
any previously initiated Substage) , shall be the percentage
shown below:
Party Percentages

ARCO Pipe Line Company 21.00%
Sohio Pipe Line Company 33.34
Exxon Pipeline Company 20.00
Amerada Hess Pipeline Corporation 1.50
Mobil Alaska Pipeline Company 5.00
Phillips Alaska Pipeline Corporation 1.66
Union Alaska Pipeline Company 1.66
BP Pipelines Inc. 15.84
100.00%

l
XR-
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140
Page 82 of 105

fifth Amendment to
Trans Alaska Pipeline System Agreement
Page Five

Provided, however, that no Owner may participate
in any Substage if at the time notice of partici¬
pation is required as specified in Section 6.3 (a),
such Owner has a Substage Option as to any Substage
which option has not been exercised, waived or
allowed to expire.
(3) Substage Option. In response to any proposal
for the initiation of one or more Substages, each Party
not then agreeing to take its full Substage Capacity
Entitlement therefrom may elect to retain an option to
acquire all or any part of such Substage Capacity Entitle¬
ment which it does not agree to take in response to such
proposal. This option is referred to as "Substage
Option". Any Party electing to retain a Substage Option
snail so specify jLn its written notice given to all other
Parties in response to any proposal to initiate one or
more Substages utilizing procedures sec forth in Sub¬
section (a) of Section £.3.
(A) Substage Option Capacity, The amount of design
capacity taken by a Party from any Substage in excess
of such Party's Substage Capacity Entitlement and held
subject to one or more Substage Options retained by
other Parties shall be referred to as "Substage Option
Capacity" until such Substage Options are exercised,
waived or allowed to expire.
(5) Construction of Substage. When any Substage
is initiated, the Parties shall proceed to have such
Substage accomplished pursuant to the provisions of
Article II. All costs and expenses incurred in connection
with each Substage Initiated, including the cost of
rearranging existing facilities made necessary thereby,
shall be initially paid by the Parties taking all or any
part of their Substage Capacity Entitlement relating to
such Substage in accordance with the percentage distri¬
bution among them of the increase in design capacity
from such Substage at the time of its initiation.
(6) Adjustment of Percentages of Ownership and
Redistribution. Each time a Substage is initiated, the
Remaining Expansion Capacity of each Party shall be
reduced by the amount of its Substage Capacity Entitle¬
ment (in barrels/day of design capacity) related to

XR-
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<£N
141
Page 83 of 105

Fifth Amendment to
Trans Alaska Pipeline System Agreement
Page Six

l such Substage and Column (3) of Table II found in
Subsection (a) of Section 6.2 shall be adjusted
accordingly by a formal amendment to this Agreement
executed by all Partita. Effective as of the Date
of Completion of each Substage (and thereafter, on
the effective date of the exercising of each Sub¬
stage Option related thereto) there shall be an
adjustment of Percentages of Ownership pursuant to
Subsection (g) of Section 6.3 and a redistribution
of costs pursuant to Section 6. A as if no Substage
Options existed, except that no Party retaining a
Substage Option shall be entitled to a redistribution
of costs following completion of the Substage as to
which a Substage Option was retained unless such Sub-
stage Option has been exercised, has been waived or has
expired*. The amount due upon any redistribution under
this 5ubsection (h) shall be determined as follows:
(i) Upon the Date of Completion of any
Substage, or.. upon the waiver or expiration of
any Substage Option, the amounts due shall be
determined as provided in, and including interest
during construction as provided in, Subsection (b)
of Section 6. A. Amounts due and payable upon the
Date of Completion shall bear Interest from the
» Date of Completion until paid. Amounts due and
payable upon the waiver or expiration of any Sub-
stage Option shall bear interest from the date of
waiver or expiration until paid.
(li) Upon the exercising of any Substage
Option, the amounts due shall be determined as
provided in, and including Interest during con¬
struction as provided in, Subsection (b) of
Section 6. A and redistribution shall be made
between the Party exercising a Substage Option
and the Party or Parties holding the Substage
Option Capacity thereby acquired as if the Per¬
centage of Ownership appearing opposite their
names in Column (2) of Table I found in Section 3,
as amended pursuant to this Subsection (h)(6) of
this Section 6.6, had been owned by them upon
completion of the Substage as to which the Sub¬
stage Option so exercised was retained. Such
amounts sKall bear interest from the date such
exercising Party becomes the Owner of such
capacity as provided in Subsection (g)(7) of
this Section 6.6. until paid.
(lii) Upon the completion of the Review of
l Capacity of any Subscage(s), the amounts due, if

XR- 4

142
Page 84 of 1 05

Fifth Amendment to
Trans Alaska Pipeline System Agreement
Page Seven
\

any. shall be determined as provided in, and
Including interest during construction as pro¬
vided in. Subsection (b) of Section 6.4 as
necessary to put the Parties in the position,
as to payment of costs, they would have been in
had the formal amendments executed pursuant to
Subsection (h)(9) of this Section 6.6 following
the completion of such Review of Capacity been
executed effective as of the Date of Completion
of auch Substage(s). Such amounts shall bear
interest from the date of review until paid.

Subsection (d) of Section 6.4 shall be controlling as
to the period within which the amounts due and payable
shall be paid and as to the Interest rate which will
be applicable. Any Party obligated to make such a
payment may elect to defer such payment for an addi¬
tional period of time, up to six months after the date
of the exercise, waiver or expiry of a Substage Option
to which such payment relates, at the same rate of
interest.

l (7) Rules Relating to Substage Options. Substage
Options may be exercised in whole or in part; but if any
Substage Option is exercised as to less then all of the
design capacity covered thereby, that Substage Option
shall be deemed to have been waived aa to the remainder
of the design capacity covered thereby. Substage Options
may be exercised only against Substage Option Capacity
obtained in the same Substage as the Substage Option
being exercised. Substage Options held by each Party
shall be exercised or waived sequentially, in the order
in which they were retained. Each Substage Option shall
be exercised or waived by notice in writing to each of
the other Partlea then holding Substage Option Capacity
acquired in the same Substage es to which the Substege
Option being exercised or waived was retained. Each
such notice shall either (a) specify the amount of design
capacity the Party sending aucn notice is electing to
acquire, or (b) state that the Party sending such notice
is electing to waive its right to acquire design capacity
pursuant to thfe Substage Option which is the subject of
said notice. Any Party holding a Substage Option may
exercise or waive same at any time prior to the expiration
of two years following the Date of Completion of the Sub¬
stage as to which it was retained or January 1, 1990,
whichever occurs later. Any Substage Option retained

XR- 000045

143
“Page 85 oflOS

Fifth Amendment to
v Trans Alaska Pipeline System Agreement
Page Eight

which is not exercised or waived within two years
following the Date of Completion of the Substage as
to which it was retained or January 1, 1990, whichever
occurs later shall be deemed to have expired at the
end of such period. Parties exercising Substage
Options shall acaulre design capacity from all other
Parties thep holding Substage Option Capacity subject
to the Substage Option being exercised in the pro¬
portions in which such Substage Option Capacity held
by each such Party bears to the total of such Substage
Option Capacity held by all such Parties. Any Party
exercising a Substage Option shall become the Owner of
the design capacity as to which such option is exercised
as of the first day of the first calendar month which
begins after the expiration of thirty (30) days fol¬
lowing the date of notice by which its Substage Option
is exercised.
(8) Revision of Table I. Following the completion
of each Substage and following the exercising of each
Substage Option, a formal amendment to this Agreement
l shall be executed by the Parties revising Table I in Sec-
tion 3.1 to reflect the results of the adjustment of
Percentages of Ownership as provided for in Subsection
(h)(6) of this Section 6.6. Such amendment shall be
effective as of the Date of Completion of such Substage
or as of the effective date of transfer of ownership
resulting from the exercising of such Substage Option as
provided for in said Subsection (h)(6), whichever is
applicable .

(9) Review of Design Capacity. The Construction
Committee shall review and, if necessa ry, adjust the
design capacities appearing in Column (3) of Table I
of Section 3.1, not earlier than three hundred thirty-
five (335) days and no later than three hundred sixty-
five (365) days after the Date of Completion of each
Substage in the order in which such Substages are
initiated, provided the System has operated without
major disruption an aggregate of 335 days (but not
necessarily 335 consecutive days) , and provided further
that if the System has not operated without major dis¬
ruption for such time, such review will be delayed until
the System has so operated and will be completed within
thirty (30) days thereafter. These reviews and adjust¬
1 ments will be in substitution for any other review

:
XR- 000046

144
Page 86 of 105

l Fifth Amendment to

-
Trans Alaska Pipeline System Agreement
Page Mine

and adjustment related to any Substage. Upon such review
the design capacity of the System and any Substage shall
be determined as set out in Subsection (h) (10) of this
Section 6.6. If any adjustment in design capacity is
required following any such review, each Party's share
of the design capacity appearing opposlte its name in
Column (3) of Table I in Section 3.1 will be adjusted
to reflect such Party’s Percentage of Ownership of the
adjusted design capacity of the System, as then expanded;
provided, however, any deficit or increase in additional
design capacity provided by the Substage just completed
as revealed by any such review, shall be deducted from
or added to the capacities of the Parties acquiring the
design capacity provided by such Substage in the pro¬
portions in which they have agreed to acquire such
design capacity either when the Substage was initiated
or by later exercise of Substage Options. A formal
amendment to this Agreement will be executed by all
Parties hereto to reflect the revision of the design
capacity and any adjustments of Percentages of Owner¬
ship in Column (2) of Table I in Section 3.1, and a
redistribution will be made in accordance with Sub¬
section (h)(6) (Hi) of this Section 6.6. If any Sub¬
stage is initiated before a previously initiated
Substage is completed and this fact creates significant
difficulties in obtaining a satisfactory review of
design capacity following completion of the earlier
Substage, the Construction Committee may, in its
discretion, defer the review of capacity following com¬
pletion of the earlier Substage and combine same with
the review of capacity following completion of the
later Substage. In such event, the additional design
capacity found to have been provided by both of such
Substages shall be divided between and attributed to
such Substages in proportion to their relative design
capacities as determined at the time of the proposal
pursuant to Subsection 6.6(g)(1). In the event of a
deficit or Increase, the design capacity covered by
Substage Option Capacity reviewed and held subject to
Substage options shall be adjusted by formal amendment
of this Agreement, executed by all Parties, revising
Columns (2) and (3) of Table III which is described
below in Subsection (h) (11) of this Section 6.6 and/or
the subsequently created, sequentially numbered, and
similarly structured Table or Tables in which such Sub¬
stage Options are recorded.

'
000047
XR-
4,v
145
Page 87 of 105

Flfch Amendment Co
1 Trans Alaska Pipeline System Agreement
Page Tan

(10) Determination of Design Capacity. Upon review
of capacity of any Substage or Substages, thedesign capa¬
city of Che System shall be the maximum dailycapacity
(expressed in barrels per day and measured atPump
Station 1) which the System is capable of achieving at
the time of the review with all facilities operational,
adjusted for seasonal variation over a year for a petro¬
leum with properties as shown in Exhibit "F" attached
hereto and made a part hereof, and corrected to a 60* F
volume using ASTMD -1250, Table 6 entitled "Reduction
of Volume to 60 Deg F against API Gravity at 60 Deg F"
dated 1952. The adjustments required hereinabove for
seasonal variations and the petroleum properties shall
be calculated utilizing the hydraulics program of the
operator of the System.

The additional design capacity provided by any Substage
shall be the difference between the design capacity of
the System as determined in this Subsection (h)(10)
and the design capacity shown in Column (3) of Table I,
Section 3.1 prior to the adjustment made upon the Date
of Completion of such Substage.
(11) Table III. If one or more Substage Options
are retained by any of the Parties at the time the
First Substage is initiated, a formal amendment of
this Agreement creating Table III, will be executed
by the Parties. Table III will be structured as set
forth in Exhibit "E" attached hereto and made a part
hereof and as to the First Substage will show in
Column (2) design capacity covered by SubsCage Option
Capacity held subject to Substage Options. Similarly, if
Substage Options are retained when subsequent Substages
are initiated, formal amendments shall be executed by
the Parties creating additional Tables for each such Sub¬
stage initiated, covering Substage Options retained, as
to each of these Substages, and structured in the same
manner as Table III. As Substage Options reflected by such
Tables are exercised, waived or allowed to expire, such
Tables will be revised, by formal amendment of this
Agreement, until all Substage Options covered thereby
have been exercised, waived or allowed to expire.

(

;
XR-
000048

146
Page 88 of 105

(.
Fifth Amendment to
Trans Alaska Pipeline System Agreement
Page Eleven

This Amendment to the said Trans Alaska Pipeline System
Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together constitute
one and the same instrument.
IN TESTIMONY WHEREOF this Amendment to the Trans Alaska Pipeline
System Agreement is executed in several counterparts, each of
which shall be considered an original, as of the day and dace
first appearing above.

ARCO PIPE LINE COMPANY MOBIL ALASKA PIPELINE COMPANY

By By.

SOHIO PIPE LINE COMPANY PHILLIPS ALASKA PIPELINE
I. CORPORATION

By. By.

EXXON PIPELINE COMPANY UNION ALASKA PIPELINE COMPANY

By. v VT-I-TC*Cy- By.

AMERADA HESS PIPELINE BP PIPELINES INC.
CORPORATION

By. By.

I
XR-
000049

147
Ev IT D
TO FIFTH AMENDMENT TO TRANS HOTPIPELINE SYSTEM AGREEMENT
DESCRIPTION OF SUBSTAGES OF THE SECOKD EXPANSION

BASE CAPACITY
(INITIAL AND FIRST SECOND THIRD
FIRST EXPANSION) SUBSTAGE SUBSTAGE SUBSTAGE
Dealgn
Capacity
of System 1.160 MBD
Additional PUTSping Unit PS #7 With PS #5 With
Facilities at Pump 2 Permanent 2 Permanent
Required Station 2 Pumping Pumping
Units Unite
Approximate f
Design -
Capacity (1)
of System 1,360 MBD 1 ,420 MBD 1,520 MBD
Additional Topping Units, BWT Tankage, Vapor Recovery Compression and Bertha
Miscellaneous and other ancillary facilities to be added as a part of each
Facilities Substage as required for more economical operation or as required
Required by applicable laws or regulations.

Note (1) Contingency Pumping Unit and the third unit and repiplng of Pump Station 8
which were approved by the Owners under the May 20, 1977 Agreement for the
Operation and Maintenance of the Trans Alaska Pipeline System are to be
Included in the First Substage for the purpose of determining the Design
Capacity of the First Substage but the costs of which will be Included in
costa of Che Initial Design Capacity and the First Expansion for the
purpose of any redistributions.

Note (2) At the time each Subatage is initiated, the Design Capacity to be achieved
by such Substage will be determined by the Construction Committee upon n
review of a current study by Operator. Such Design Capacity shall Include ac
Ci
all known capacity optimizations and fine tuning programs, other than use GO
O
of drag reduction additive, which might reasonably be expected aa a result
of the construction of such Substage.
XR- g
00f\r\t-~. ft*
148
Page 90 of 105
V

EXHIBIT E
TO FIFTH AMENDMENT TO TRANS ALASKA PIPELINE SYSTEM AGREEMENT
TABLE III
Substage Options Retained
First Substage

(2) (3)
Design Capacity Substage Optlo?
Covered By Sub¬ Capacity Held
stage Options Subject To
(1) Retained Sub stage Op tio:
Party (Bbls./Day) (Bbls . /Dav)

ARCO Pipe Line Company
Sohlo Pipe Line Company
Exxon Pipeline Company
Amerada Hess Pipeline Corporation
Mobil Alaska Pipeline Company
Phillips Alaska Pipeline Corporation
Union Alaska Pipeline Company
BP Pipelines Inc.

XR-
000058

149
*

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r .
£
-
S T F = SESfeSs ASTN STANDARD VISCOSOTTEMPCRATUftC CHARTS
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f
f OR LKWIO PCTROUUN PROOUCTS (0 34199)
- (HUT ft UTftXT UMWOnM. tTOCOWTT. MMOOCD
iiilaS
mill EXHIBIT P TAPS ACftEEHEHT
m r. •
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t :
NORTH SLOPE PESICN CRUDC
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2,

XB- 000059 •s
150
Page 92 of 1 05

SIXTH AMENDMENT TO THE
TRANS ALASKA PIPELINE SY5TEM AGREEMENT

This Sixth Amendment to the Trans Alaska Pipeline
System Agreement entered into as of the 16th day of March
1979, by and between Amerada Hess Pipeline Corporation, ARCO
Pipe Line Company, Exxon Pipeline Company, Mobil Alaska
Pipeline Company, Phillips Alaska Pipeline Corporation,
Sohio Pipe Line Company, Onion Alaska Pipeline Company and
BP Pipelines Inc. (herein called "Parties" or "Owners"):

W I T N E S_SETH:

WHEREAS, Owners or their predecessors in interest
entered into the Trans Alaska Pipeline System Agreement as
of August 27, 1970 (which agreement as amended and supple¬
mented is herein called "Agreement"), which provides for the
design and construction of the Trans Alaska Pipeline System
(herein called "TAPS" or "System") consisting of a 48-inch
diameter petroleum pipeline from Prudhoe Bay to Valdez,
Alaska, and its related facilities, with an initial design
capacity for petroleum at a temperature of 60 *F of 580,000
barrels per day capable of being expanded to 1,934,000
barrels per day.
WHEREAS, pursuant to Subsections (a) and (b) of Section
6.6 of the Agreement, Owners have heretofore initiated and
constructed the First Expansion with a design capacity of
580,000 barrels per day, and

WHEREAS, Owners have done all things pursuant to the
Agreement necessary to initiate, effective as of March 16,
1979, the First Substage of the Second Expansion, as generally
described in Exhibit D of the Fifth Amendment, which will
increase the design capacity approximately 200,000 barrels
per day, and

WHEREAS, three Owners retained Substage Options in the
First Substage, and

WHEREAS, the actions of Owners in connection with the
First Substage require amendment of the Agreement as provided
in Section 6.6 of the Agreement;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That in
consideration of the mutual covenants herein contained and
other good and valuable consideration. Owners hereby covenant
and agree that the Agreement shall be and is hereby amended
as follows:

151
Page 93 of 105

Sixth Amendment to the
Trans Alaska Pipeline System Agreement
Page Two

1. Table II in Section 6.2 of the said Agreement is
amended to read as follows:
TABLE II
(3)
(2) Remaining
Expansion Expansion
(1) Capacity Capacity
Part- (B/P) (B/D)

ARCO Pipe Line Company 372,350 120, 540
Sohio Pipe Line Company 372,350 191,370
Exxon Pipeline Company 338,500 114,800
Amerada Hess Pipeline Corporation 40,620 8,610
Home Pipeline Company 27,080 -0-
Mobil Alaska Pipeline Company 115,090 28,700
Phillips Alaska Pipeline Corporation 44,005 9,530
Union Alaska Pipeline Company 44,005 9,530
BP Pipelines Inc. -0- 90,920

1,354,000 574,000
2. Table III as provided in Section 6.6 of the Agreement
and Exhibit E to the Fifth Amendment to Trans Alaska Pipeline
System Agreement is added as follows:

TABLE III
Substage Options Retained
_ First Substage _
(2) (3)
Design Substage
Capacity Option
Covered Capacity
By Substage Held Subject
Options To Substage
(1) Retained Options
Part; (Bbls./Day) (Bbls./Day)

ARCO Pipe Line Company -0- 3,875
Sohio Pipe Line Company -0- 6,152
Exxon Pipeline Company -0- 3,690
Amerada Hess Pipeline Corporation -0- -0-
Mobil Alaska Pipeline Company 10,000 0
Phillips Alaska Pipeline Corporation 3,320 -0-
Union Alaska Pipeline Company 3,320 -0-
BP Pipelines Inc. -0- 2,923

16,640 16,640

152
Page 94 of 1 05

Sixth Amendment to the
Trans Alaska Pipeline System Agreement
Page Three

IN TESTIMONY WHEREOF this Amendment to the Trans Alaska
Pipeline System Agreement is executed in several counterparts,
each of which shall be considered an original, as of the day
and date first appearing above.

ARCO PIPE LINE COMPANY MOBIL ALASKA PIPELINE COMPANY

By. By.

SOHIO PIPE LINE COMPANY PHILLIPS ALASKA PIPELINE CORPORATION

By. By.

EXXON PIPELINE COMPANY UNION ALASKA PIPELINE COMPANY

By. By.

AMERADA HESS PIPELINE CORPORATION BP PIPELINES INC.

By • By.

153
Page 95 of 1 05

SEVENTH AMENDMENT TO THE
TRANS ALASKA PIPELINE SYSTEM AGREEMENT

This Seventh Amendment to the Trans Alaska Pipeline
System Agreement entered into as of the 22nd day of May
1979, by and between Amerada Hess Pipeline Corporation, ARCO
Pipe Line Company, Exxon Pipeline Company, Mobil Alaska
Pipeline Company, Phillips Alaska Pipeline Corporation,
Sohio Pipe Line Company, Union Alaska Pipeline Company and
BP Pipelines Inc. (herein called "Parties" or "Owners"):

W I T N E S S E T Hi

WHEREAS, Owners or their predecessors in interest
entered into the Trans Alaska Pipeline System Agreement as
of August 27, 1970 (which agreement as amended and supple¬
mented is herein called "Agreement"), which provides for the
design and construction of the Trans Alaska Pipeline System
(herein called "TAPS" or "System") consisting of a 48-inch
diameter petroleum pipeline from Prudhoe Bay to Valdez,
Alaska, and its related facilities, with an initial design
capacity for petroleum at a temperature of 60“F of 580,000
barrels per day capable of being expanded to 1,934,000
barrels per day.

WHEREAS, pursuant to Subsections (a) and (b) of Section
6.6 of the Agreement, Owners have heretofore initiated and
constructed the First Expansion with a design capacity of
580,000 barrels per day, and

WHEREAS, Owners have heretofore initiated the First
Substage of the Second Expansion with a design capacity of
approximately 200,000 barrels per day, and

WHEREAS, Owners have done all things pursuant to the
Agreement necessary to initiate, effective as of May 22,
1979, the Second Substage of the Second Expansion, as
generally described in Exhibit D of the Fifth Amendment,
which will increase the design capacity approximately 60,000
barrels per day, and

WHEREAS, four Owners retained Substage Options in the
Second Substage, and

WHEREAS , the actions of Owners in connection with the
Second Substage require amendment of the Agreement as provided
in Section 6.6 of the Agreement:

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That in
consideration of the mutual covenants herein contained and
other good and valuable consideration. Owners hereby covenant
and agree that the Agreement shall be and is hereby amended
as follows:

154
Page 96 of 1 05
r
Seventh Amendment to the
Trans Alaska Pipeline System Agreement
Page Two

1. Table II in Section 6.2 of the said Agreement is
amended to read a9 follows :

TABLE II
(3)
(2) Remaining
Expansion Expansion
(1) Capacity Capacity
Party (B/P) (B/D)

ARCO Pipe Line Company 372,350 107,940
Sohio Pipe Line Company 372,350 171,366
Exxon Pipeline Company 338,500 102,000
Amerada Hess Pipeline Corporation 40,620 7,710
Horae Pipeline Company 27,080 -0-
Mobil Alaska Pipeline Company 115,090 25,700
Phillips Alaska Pipeline Corporation 44,005 8,534
Union Alaska Pipeline Company 44,005 8,534
BP Pipelines Inc. -0- 81,416

1,354,000 514,000

2. Table IV as provided in Section 6.6 of the Agreement
is added as follows:

TABLE IV

_ _
Substage Options Retained
Second Substage
(2) (3)
Design Substage
Capacity Option
Covered Capacity
By Substage Held Subject
Options To Substage
(1) Retained Options
Party (Bbls./Day) (Bbls./Day)

ARCO Pipe Line Company -0- 1,162
Sohio Pipe Line Company 20,004 -0-
Exxon Pipeline Company -0- 1,107
Amerada Hess Pipeline Corporation -0- -0-
Mobil Alaska Pipeline Company 3,000 -0-
Phillips Alaska Pipeline Corporation 996 -0-
Union Alaska Pipeline Company 996 -0-
BP Pipelines Inc. -0- 22,727

24,996 24,996

155
Page 97 of 1 05

Seventh Amendment to the
Trans Alaska Pipeline System Agreement
Page Three

ARCO PIPE LINE COMPANY MOBIL ALASKA PIPELINE COMPANY
/
By_\ i By.
* t

SOHIO PIPE LINE COMPANY PHILLIPS ALASKA PIPELINE CORPORATIO!-

By By

EXXON PIPELINE COMPANY UNION ALASKA PIPELINE COMPANY

By By

AMERADA HESS PIPELINE CORPORATION BP PIPELINES INC.

By By

156
Page 98 of 1 05

EIGHTH AMENDMENT TO TRANSALASKA
PIPELINE SYSTEM AGREEMEHT

This Eighth Amendment to the Trans Alaska Pipeline System
Agreement, entered into as of the first day of September, 1980, by
and among Amerada Hess Pipeline Corporation, ARCO Pipe Line Com¬
pany, BP Pipelines Inc., Exxon Pipeline Company, Mobil Alaska
Pipeline Company, Phillips Alaska Pipeline Corporation, Sohio Pipe
Line Company and Union Alaska Pipeline Company (herein called
'•Parties'1 or "Owners”)
WITNESSETH:
WHEREAS, Owners or their predecessors in interest entered into
the Trans Alaska Pipeline System Agreement as of August 27, 1970
(which agreement as amended and supplemented is herein called
"Agreement"), which provides for design and construction of the
Trans Alaska Pipeline System (herein "TAPS” or "System") consisting
of a 48- inch diameter petroleum pipel ine from Prudhoe Bay to Valdez,
Alaska, and its related facilities, with an initial design capacity
for petroleum at a temperature of 60® F of 580,000 barrels per day
capable of being expanded to 1,934,000 barrels per day in two
economically logical expansion stages (therein "First Expansion"
and "Second Expansion"), and
WHEREAS, Owners have heretofore initiated and constructed the
First Expansion of the System and have effected redistribution of
construction costs as a result of that Expansion, and
WHEREAS, Owners have provided that the Second Expansion be
divided into Substages to facilitate expansion of the System in
increments as the need therefor may be anticipated, and
WHEREAS, Owners have initiated the First and Second Substages
of the Second Expansion, which substages are presently under
construction, completion of which may require redistribution of
costs according to the provisions of Section 6.4 of the Agreement,
and
WHEREAS, the said Section 6.4 provides for redistribution of
the costs of pre-expansion and new facilities in accordance with
Owners' Percentages of Ownership in TAPS, except terminal tankage,
which Percentages of Ownership, after completion of the said FirBt
and Second Substages, will differ from Owners' Percentages of
Ownership in terminal tankage, and
WHEREAS, the Agreement contains no provision for dividing or
allocating costs of facilities used both for operation of pipeline
and for operation of terminal tankage to those two categories of
facilities, and Owners desire to amend the Agreement to make
provision therefor and to make other amendments related to redis¬
tribution, all as hereinafter provided;

XR- 000050

157
Page 99 of 1 05

Eighth Amendment to
Trans Alaska Pipeline System Agreement
Page Two

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That in
consideration of the mutual covenants herein contained and other
good and valuable consideration, Owners hereby covenant and agree
chat the Agreement shall be and is hereby amended as follows:
1. The third sentence of Subsection (b) of Section 6.4 of the
Agreement is replaced with the following:

Said cost of all facilities to be redistributed shall be
determined from the accounts of the Parties (maintained by the
Contractor in accordance with the Uniform System of Accounts
prescribed by the Federal Energy Regulatory Commission) on the
basis of the accumulated net equity of all of the Parties in
the System, as shown by the books of account of Contractor as
adjusted to insure that each party bears a share of opieratin
S
costs commensurate with its. Percentage of Ownership wh en sue
costs were incurred, including other costs and expenses paid
or incurred, incident to the planning, development, design and
construction of TAPS by all Parties as provided in the next
succeeding paragraph of this Subsection (b). The account
balances used to determine net equity shall be those reflected
as of the close of the month in which redistribution is to
occur. Allocation of the net equity determined in the manner
and on the date specified above shall be made to each class of
facilities (terminal tankage and pipeline facilities other
than terminal tankage) in the proportion that the balance as
of the date specified of Account 30, Carrier Property, in-
eluding costs allocated pursuant to Subsection (e) herein
below, for each class of facilities , as defined above, bears
to the total System Carrier Property. Construction Work in
Progress (Primary Property Account 187) shall be excluded in
determining the proportion.

2. The fourth sentence of Subsection (b) of Section 6.4 of the
Agreement shall be amended to read as follows:

There shall be Included in net equity of the parties for the
purpose of Che above redistributions, as interest during
construction for each month preceding the commencement of
construction of the Initial Design Capacity and during the
period of construction Of the Initial Design Capacity and each
Expansion interest on the aggregate of cash advances of the
Owners for capital expenditures (exclusive of interest in¬
cluded therein pursuant to this sentence) as of the end of the
preceding month, such interest calculated at an annual rate
equivalent to 1251 of the prime rate of interest of Citibank
N.A., of New York, New York on ninety-day loans to substantial

XR- 000081

158
Page 1 00 of 1 05

Eighth Amendment to
Trans Alaska Pipeline System Agreement
Page Three

and responsible commercial borrowers as such rate shall change
from time to time during the construction period, each such
change to become effective on the date of announcement of such
change by the Bank; provided that if such rate of Interest
shall be unlawful under applicable law, then it shall be
reduced to the highest lawful rate.
3. The first paragraph of Subsection (b) of Section 6.4 of the
Agreement is amended by adding thereto the following sentence:
In addition, for purposes of determining interest during
construction pursuant to this Subsection (5) , the periods of
construction of both Initial Design Capacity and First Expan¬
sion Capacity shall be deemed to nave terminated on July 31 ,
1977 and the total of such interest so determined shall be
allocated to terminal tankage and to pipeline facilities ocher
than terminal tankage in the proportion which the total net
equity of Che Parties in each (including costs allocated to
each pursuant to Subsection (e) hereinbelow) bears to the
total net equity of the Parties in the entire System.
4. Subsection (d) of Section 6.4 of the Agreement shall be amended
by adding thereto Che following:

Upon request of any Party, the Contractor shall notify all
Parties, within ten (10) working days after the Date of
Completion, of Contractor's estimate of amounts which will be
due by all Parties upon any redistribution. Any Party obli¬
gated to pay an amount due upon redistribution shall be
entitled to pay its estimate of the amount to be due from chat
Party and if payment of such estimated amount shall be made,
no interest shall be due on the amount so paid from and after
the date such amount is paid. Contractor shall notify the
Parties within 45 days after the Dace of Completion of the
Expansion of the amount due by all Parties upon any redis¬
tribution.
5. Section 6.4 of the Agreement is amended by adding Sub¬
section (e) as follows:
(e) Allocation of Costs. For purposes of redistribution of
expansion and pre-expansion costs pursuant to this Arti¬
cle VI, all cost6 of facilities which are employed in sub¬
stantia) portion in the operation of the System in connec¬
tion with both terminal tankage and pipeline facilities

XR- 000082

159
Page 101 of 105

Eighth Amendment to
Trans Alaska Pipeline System Agreement
Page Four

other than terminal tankage shall be allocated to each
class of facilities (terminal tankage or pipeline facili¬
ties other than terminal tankage) in such proportions of
use as shall be determined by Contractor and approved by
the Owners Committee under the Agreement for the Operation
and Maintenance of the Trans Alaska Pipeline System exe¬
cuted by and between Owners as of May 20, 1977. Not-
withstanding any other provision contained in this Agree¬
ment, each facility, the cost of which is allocated to
terminal tankage and to pipeline facilities other than
terminal tankage, shall be owned by the Parties with each
Party's undivided interest therein being eaual to the per¬
centage of cost of such facility borne oy such Party,
whether borne through a portion of the Initial cost of
construction thereof -or through redistribution of cost
thereof, as the case may be.
6. The first paragraph of Section 3.1 of the Agreement is amended
to read as follows:
Ownership of TAPS. TAPS (including but not limited to all fee
titles, easements, leases, permits, right-of-way and other
Interests in land) shall be owned by the Parties hereto with
each Party's undivided interests in TAPS, except as provided
in Section 3.2 with respect to terminal tankage, being equal
to its percentage of ownership ("Percentage of Ownership") in
TAPS as set forth in Column (2) of Table 1 below, as such
Percentage of Ownership may be amended from time to time as
hereinafter provided, such amended percentage to be rounded
and expressed in four decimals of a percent, e.g., 5.00001.
The initial Percentage of Ownership of each Party in TAPS and
the estimated initial dally barrel design capacity of each
Party in TAPS are set forth opposite such Party's name in
Columns (2) and (3), respectively, of Table I below, with such
percentages and capacities both being those which are appli¬
cable before any expansion of TAPS capacity has been made
pursuant to Article VI of this Agreement.
7. Effective as of the Daÿe of Completion of the First Substage
of the Second Expansion, Table I of Section 3.1 of the
Agreement is amended to read as follows:

XR-
OOCOS3

160
Page 1 02 of 1 05

Eighth Amendment to
Trans Alaska Pipeline System Agreement
Page Five

TABLE 1
(2) (3)
Percentage Design
(1) of Capacity
Party Ownership (Bbls./Day)

ARCO Pipe Line Company 21. 2849 289,475
Sohio Pipe Line Company 33.7924 459,576
Exxon Pipeline Company 20.2713 275,690
Amerada Hess Pipeline Corporation 1.5000 20,400
Mobil Alaska Pipeline Company 4.2647 58,000
Phillips Alaska Pipeline Corporation 1.4159 19,256
Union Alaska Pipeline Company 1.4159 19,256
BP Pipelines Inc. 16.0549 218,347
lOO.OOGOl l,360,uUO

B. This Amendment to the said Agreement may be executed in
counterparts, each of which shall be deemed an original, but
all of which together constitute one and the same instrument.
In all other respects, the said Agreement shall continue in
full force and effect.
IN TESTIMONY WHEREOF the parties hereto have caused this
Eighth Amendment to the Trans Alaska Pipeline System Agreement to
be executed as of the day and date fir6t appearing above.

AMERADA HESS PIPELINE MOBIL ALASKA PIPELINE COMPANY
CORPORATION

By
President
ARCO PIPE LINE COMPANY PHILLIPS ALASKA PIPELINE
CORPORATIONÿ.

By By
M /

XR- •

°00084

161
Page 103 of 105

Eighth Amendment to
Trans Alaska Pipeline System Agreement
Page Six

BP PIPELINES INC. S0HI0 PIPE LINE COMPANY

By. C
-- ....
EXXON PIPELINE COMPANY
a B

UNION ALASKA PIPELINE COMPANY

By ZS/ÿfcr..->v • jL.
BY.
9

XR- 00008s

162
Page 104 of 105

NINTH AMENDMENT TO TRANS ALASKA
PIPELINE SYSTEM AGREEMENT

This Ninth Amendment to the Trans Alaska Pipeline System
Agreement, entered into as of the first day of December, 1980, by
and among Amerada Hess Pipeline Corporation, ARCO Pipe Line Com¬
pany, BP Pipelines Inc., Exxon Pipeline Company, Mobil Alaska
Pipeline Company, Phillips Alaska Pipeline Corporation, Sohio Pipe
Line Company and Union Alaska Pipeline Company (herein called
"Parties’1 or "Owners")
WITNESSETH;

WHEREAS, Owners or their predecessors in interest entered into
the Trans Alaska Pipeline System Agreement as of August 27, 1970
(which agreement as amended and supplemented is herein called
'‘Agreement"), which provides -for design and construction of the
Trans Alaska Pipeline System (herein "TAPS” or "System") consisting
of a 48-inch diameter petroleum pipeline from Prudhoe Bay to Valdez,
Alaska, and its related facilities, with an Initial design capacity
for petroleum at a temperature of 60° F of 580,000 barrels per day.
capable of being expanded to 1,934,000 barrels per day in two
economically logical expansion stages (therein "First Expansion"
and "Second Expansion"), and
WHEREAS, Owners have heretofore initiated and completed the
First Expansion of the System and the First and Second Substages of
the Second Expansion of the System, and have revised Table I of
Section 3.1 of the Agreement as required upon completion of the said
First Expansion and the said First Substage, and
WHEREAS, the Agreement requires that Table I of Section 3.1 be
further revised as the result of completion of the said Second
Substage;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS; That, in
consideration of the mutual covenants herein contained and other
good and valuable consideration, Owners hereby covenant and agree
that the Agreement shall be and is hereby amended as follows:
Effective as of the Date of Completion of the Second Substage of the
Second Expansion, Table I of Section 3.1 of the Agreement is amended
to read as follows:

163
Page 105 of 105
.*

Ninth Amendment
to Trans Alaska Pipeline System Agreement
Page Two

TABLE I
(2) (3)
Percentage Design
(1) of Capacity
Partv Ownership (Bbls./Day)

ARC0 Pipe Line Company 21.3547 303,237
Sohio Pipe Line Company 33.3363 473,376
Exxon Pipeline Company 20.3378 288,797
Amerada Hess Pipeline Corporation 1.5000 21,300
Mobil Alaska Pipeline Company 4.0845 58,000
Phillips Alaska Pipeline Corporation 1.3561 19,256
Union Alaska Pipeline Company 1.3561 19,256
BP Pipelines Inc. 16.6745 236,778
IOO.OOOOI 1,420, CoO

In all other respects, the -said Agreement shall continue in full
force and effect. This Amendment to the said Agreement may be
executed in counterparts, each of which shall be deemed an original,
but all of which together constitute one and the same instrument.
IN TESTIMONY WHEREOF the parties hereto have caused this Ninth'
Amendment to the Trans Alaska Pipeline System Agreement to be
executed as of the day and date first appearing above.

AMERADA HESS PIPELINE
CORPORATION
/
MOBIL ALASKA PIPELINE COMPANY /b
By. m, By.
President
ARCO PIPE LINE COMPANY PHILLIPS ALASKA PIPELINE
CORPORATION-,

By. By.

», _£
BP PIPELINES INC. SOHIO PIPE LINE COMPANY

»»*•**«
EXXON PIPELINE COMPANY UNION ALASKA fclPELINE COMPANY

1
—
~r< rC2 By.

164
APP. E
TAPS Operating Agreement
(CR524-571)
[Reflects changes made by 1st,
2d, 4th and 5th Amendments
Updated December 18, 1997]

AMENDED AND RESTATED AGREEMENT

FOR THE OPERATION AND MAINTENANCE

OF THE

TRANS ALASKA PIPELINE SYSTEM

BY AND AMONG

AMERADA HESS PIPELINE CORPORATION

ARCO TRANSPORTATION ALASKA, INC.

BP PIPELINES (ALASKA) INC.

EXXON PIPELINE COMPANY

MOBIL ALASKA PIPELINE COMPANY

PHILLIPS ALASKA PIPELINE CORPORATION

AND

UNOCAL PIPELINE COMPANY

524
TABLE OF CONTENTS

Page

SECTION
1 DEFINITIONS 2

SECTION
2 TERM 7
2.1 Term 8
2.2 Disposition of Properties Upon Termination 8
2.3 Discontinuance of Operations by One or More Parties 8

SECTION
3 DESCRIPTION OF SYSTEM AND OWNERSHIP 8
3.1 Description of System 8
3.2 Ownership of the System 8

SECTION
4 OWNERS COMMITTEE 9
4.1 Owners Committee 9
(a) Members and Alternates 9
(b) Meetings 9
(c) Action Without Meeting 9
(d) Committee Secretary 10
(e) Other Expenses 10
4.2 Voting Procedures of the Owners Committee . 10
4.3 Effect of Owners Committee Action on Parties 10
4.4 Subcommittees 10

SECTION
5 OPERATOR 11
5.1 Operator 11
5.2 Term of Initial Operator 11
5.3 Removal or Resignation of Operator 11
5.4 Selection of a Successor Operator . 11

SECTION
6 OPERATION 12
6.1 Rights of Owners 12
6.2 Individual Common Carrier 12
6.3
6.4 Operator's Services
—
Owners Committee Powers and Functions 13
13

i
525
Page

6.5 Acquisition of Land Rights . . 14
6.6 Personnel and Other Services 15
6.7 Other Plans of Operation . . . 15

SECTION
7 OPERATING PROCEDURES 15
7.1 Quality and Intermixing of Petroleum 15
7.2 Measurements of Receipts and Deliveries of Petroleum 16
(a) Quantity Measurements 16
(i) Meters 16
(ii) Calibration of Meters 17
(b) Quality and Characteristic Analysis 17
(c) Reporting to Owners 17
7.3 Petroleum Losses and Gains 17
7.4 Scheduling and Use of the System 17
(a) Scheduling and Use of the Pipeline 18
(b) Scheduling and Use of Terminal 18
(i) .
Scheduling of Liftings and Vessels . . . 18
(ii) Preparation of Lifting Schedule 18
(iii) Revision of Lifting Schedule 19
(iv) Notice of Revised Lifting Schedule . . . . 19
(c) Docks 19
(i) Assignment of Dock Space 19
(ii) Lifting Time 19
(d) Working Capacity 20
7.5 Manuals 21
7.6 Base Inventory 21
7.7 Transfers of Petroleum Within the System 21
7.8 Connections to the Pipeline 21
7.9 Operation of Standby Pumping Units . . . 21

SECTION
8 TAXES 22
8.1 Reporting and Payment of Taxes 22
8.2 Election to be Excluded from Partnership Regulations 22

SECTION
9 INSURANCE, CLAIMS AND PROTECTION OF OPERATOR 22
9.1 Operator's Insurance Program 22
9.2 Claims 23
(a) Handling by Operator 23
(b) Notice of Claims . . . 23

ii
526
Page

(c) Limitation of Authority 23
(i) Liability Claim 23
(ii) Recovery Claim 24
(iii) Other Limitations of Authority 24
(d) Reservation of Owners 24
9.3 Indemnification of Operator 24
9.4 Insurance Required by Government Regulation 24
9.5 Contractor's Insurance Program 24
9.6 Special Insurance Provisions 25
9.7 Report of Concentration of Values 25

SECTION
10 MATERIALS, EQUIPMENT AND SUPPLIES . . . 26
10.1 Purchase 26
10.2 Disposal 26
(a) Division in Kind 26
(b) Disposal by Sale 26
10.3 Inventories of Materials and Supplies .... 27
(a) Inventory of Materials and Supplies 27
(b) Ownership of Materials and Supplies 27

SECTION
11 ACCOUNTING, BUDGETS, CHARGES AND AUTHORITIES 28
11.1 Maintenance of Accounts 28
11.2 Budgets and Long-Range Plans 28
(a) Budgets 28
(b) Long-Range Plans 28
(c) Budget Update 28
(d) Additions and Other Changes 28
(e) Approvals 28
11.3 Authority for Expenditure 28
11.4 Charges 29
(a) Chargeable Items 29
(b)
(c)
Allocation of Charges and Credits
Allocation of Charges and Credits
—— Fixed and Capital
Variable
29
29
11.5 Reports and Information 30
11.6 Cash Calls 30
11.7 Emergency Authority 31
11.8 Policies 31
11.9 Relocation Agreements 32
11.10 Audits 32

iii
527
Page

SECTION
12 TECHNICAL INFORMATION, INVENTIONS AND PATENTS,
AND CONFIDENTIALITY 33
12.1 Technical Information 33
12.2 Inventions and Patents 33
12.3 Confidentiality 34
12.4 Rights of Owners 34

SECTION
13 ASSIGNMENT 34
13.1 Successors and Assigns 34

SECTION
14 MINERAL DISCOVERIES 34
14.1 Mineral Discoveries . 34

SECTION
15 GENERAL PROVISIONS 35
15.1 Notices 35
15.2 Laws and Regulations and Agreements . . . 36
15.3 Law Governing 36
15.4 Entirety of Agreement 36
15.5 Captions or Headings 36
15.6 Counterparts 37
15.7 Termination of Interim Operating Authority 37

EXHIBITS

EXHIBIT A. Operator’s Insurance Program A-l
EXHIBIT B. Contractor's Insurance B-l
EXHIBIT C. TAPS Capacity Table C-l
EXHIBIT D. [Capacity Cushion] D-l

iv
528
AMENDED AND RESTATED AGREEMENT

FOR THE OPERATION AND MAINTENANCE

OF THE

TRANS ALASKA PIPELINE SYSTEM

THIS AMENDED AND RESTATED AGREEMENT (hereinafter sometimes called
"Operating Agreement"), is entered into as of October 10, 1994 (herein called the "Date of this
Agreement"), by and among AMERADA HESS PIPELINE CORPORATION a Delaware corporation
("Amerada Hess”), ARCO TRANSPORTATION ALASKA, INC., a Delaware corporation ("ARCO"),
BP PIPELINES (ALASKA) INC., a Delaware corporation ("BP"), EXXON PIPELINE COMPANY, a
Delaware corporation ("Exxon"), MOBIL ALASKA PIPELINE COMPANY, a Delaware corporation
("Mobil"), PHILLIPS ALASKA PIPELINE CORPORATION, a Delaware corporation ("Phillips"), and
UNOCAL PIPELINE COMPANY, a California corporation ("Unocal"), herein sometimes referred to
individually as "Party” or "Owner" and collectively as "Parties" or "Owners".

WITNESSETH:

WHEREAS, the Owners or their predecessors in interest entered into that certain Operating
Agreement (hereinafter called the "Original Agreement") on May 20, 1977, and have amended
the Original Agreement on various occasions; and

WHEREAS, the Owners now desire to amend and restate the Original Agreement to
incorporate all such previous amendments and to make certain additional amendments to the
Original Agreement; and

WHEREAS, each Owner is the holder of an undivided interest in a forty-eight inch (48")
diameter Petroleum pipeline and related facilities located in the State of Alaska as more fully
described in the agreement entitled "Trans Alaska Pipeline System Agreement" between the
Owners dated August 27, 1970, such pipeline and facilities being hereinafter sometimes referred
to as "System"; and

WHEREAS, by reason of the Rights-of-Way Agreements and all applicable laws and
regulations each Owner is obligated to conduct any operation of its undivided interest in the
System as a common carrier facility and to appoint and maintain a common agent for the purposes
specified in the Rights-of-Way Agreements; and

WHEREAS, to enable each Owner more efficiently to exercise its rights and to comply with
all laws, regulations and agreements the Owners enter into this agreement governing the operation
and maintenance of the System and the employment of an operator (herein referred to as Operator)
to perform on behalf of Owners certain services related to the physical act of operating and

1
529
maintaining the System under the direction and control of the Owners in accordance with the terms
and conditions set out herein.

Now THEREFORE, in consideration of the mutual covenants herein contained, the Owners
hereby amend and restate the Original Agreement as follows:

SECTION 1

DEFINITIONS

Certain terms, as used in this Operating Agreement, are defined as follows:

1.1 —
Actual Arrival Time the time according to Valdez, Alaska, local time, that a
Vessel communicates to the Operator its readiness to commence loading after entering the Prince
William Sound Vessel Traffic Service Area or an area subsequently designated by decision of the
Owners through the Owners Committee.

1.2 —
Actual Daily Pipeline Capacity for an Owner in a Month, an amount calculated
by Operator after the close of that Month and equal to the sum of: (a) the TAPS Capacity for that
Month, multiplied by that Owner's Percentage of Ownership in the Pipeline, (b) the Flow
Improvement, if any, for that Owner for that Month; and (c) the Capacity Cushion, if any, for that
Owner for that Month; such sum shall be expressed in Actual Standard Petroleum; provided.
however, that if an Upset Condition shall exist in a Month, each Owner's right to utilize the
Pipeline during the Upset Period shall be limited to transporting an amount of Petroleum
calculated by multiplying the Petroleum actually carried by the Pipeline during the Upset Period
by that Owner's Percentage of Ownership in the Pipeline. In arriving at such Actual Daily
Pipeline Capacity. Operator shall add to or subtract from that calculation the portion of
Adjustment Capacity added or subtracted in arriving at that Owner's Estimated Daily Pipeline
Capacity for the Month for which the calculation is made.

—
1.3 Actual Standard Petroleum A Petroleum with the same characteristics which
affect throughput (such as gravity and viscosity) as is calculated to result from theoretically
aggregating the Petroleum transported by all Owners during the Month for which the calculation
is made. Alternatively, Operator may. subject to the approval of the Owners through the Owners
Committee, designate a Petroleum transported in the System during the Month as the Actual
Standard Petroleum for that Month.

1.4 —
Adjustment Capacity the total of the amounts for the third preceding Month by
which the actual average daily receipts of Petroleum at Pump Station No. 1 exceeded Actual Daily
Pipeline Capacity for all Owners who had such an excess.

1.5 Approved Budgets —
the budgets approved by the Owners through the Owners
Committee in accordance with Section 11 .2 hereof.

2
530
1.6 Associated Companies. An Associated Company of a Party means (a) any
company of which at least 50% of the voting stock is owned directly or indirectly by the Party in
question, (b) a company which owns directly or indirectly at least 50% of the voting stock of the
Party in question, and (c) a company of which at least 50% of the voting stock is owned directly
or indirectly by any company which also owns directly or indirectly at least 50% of the voting
stock of the Party in question.

1.7 Barrel
— 42 U.S standard gallons at 60° Fahrenheit; provided that, unless
otherwise specifically stated. Barrel shall be a volumetric measure, with no adjustment for
characteristics of Petroleum that affect throughput (such as gravity and viscosity).

1.8
Terminal Tankage Base Inventory.
—
Base Inventory the total Volume of Petroleum in Pipeline Base Inventory and

1.9 —
Calendar Year the period of time commencing at 0000 hours on January 1 and
ending at 2400 hours on the next succeeding December 31 according to Valdez, Alaska, local
time.

—
1.10 Date of Commissioning The date when custody of the first Petroleum tendered
for shipment through the System, after providing for Base Inventory, is actually accepted, which
date the Owners determined for all relevant purposes to be July 31, 1977.

1.11 —
Day the period of time commencing at 0000 hours on one day and running until
2400 hours on the same day according to Valdez, Alaska, local time.

—
1.12 Design and Construction Agreement the agreement entitled "The Design and
Construction of the Trans Alaska Pipeline System" between the Owners or their predecessors in
interest and Alyeska Pipeline Service Company, dated August 27. 1970 as supplemented or
amended from time to time.

1.13 Estimated Daily Pipeline Capacity
— for an Owner in a Month, an amount
estimated by Operator prior to that Month and equal to the sum of: (a) the TAPS Capacity for that
Month, multiplied by that Owner’s Percentage of Ownership in the Pipeline; (b) the Flow
Improvement, if any. for that Owner for that Month, utilizing the Producer Estimate; and (c) the
Capacity Cushion, if any, for that Owner for that Month; such sum shall be expressed in Estimated
Standard Petroleum; provided, however, that if, at the lime the use of the Pipeline is being
scheduled under Section 7.4(a) for a Month, one or more events or circumstances are known or
planned to exist during that Month that, with a high degree of certainty, can be expected to
constitute an Upset Condition, then Operator shall schedule the use of the Pipeline in accordance
with the allocation procedures set forth in the proviso of Section 1.2 hereof. In arriving at such
Estimated Daily Pipeline Capacity, Operator shall:

(a) add a portion of Adjustment Capacity determined by multiplying Adjustment
Capacity by a fraction the numerator of which is the amount, if any, by which such

3
531
Owner's Actual Daily Pipeline Capacity exceeded its actual average daily receipts of
Petroleum at Pump Station No. 1 during the third preceding Month and the denominator
is the total of such excesses for all Owners who had such an excess; or

(b) subtract the portion of Adjustment Capacity equal to the amount, if any. by
which such Owner's average daily receipts of Petroleum at Pump Station No. 1 exceeded
its Actual Daily Pipeline Capacity during the third preceding Month.

1.14 Estimated Standard Petroleum — a Petroleum with the same characteristics which
affect throughput (such as gravity and viscosity) as is calculated to result from theoretically
aggregating the Petroleum expected to be transported by all Owners during the Month for which
the calculation is made. Alternatively, Operator may, subject to the approval of the Owners
through the Owners Committee, designate a Petroleum expected to be transported in the System
during the Month as the Estimated Standard Petroleum for that Month.

in land
1.15
required
—
Land Rights easements, leases, fee titles, permits, licenses, and other interests
for the operation of the System.

—
1.16 Lifting Schedule the schedule of Vessels and liftings prepared by Operator in
accordance with Section 7.4(b)(ii) hereof as revised or changed in accordance with
Section 7.4(b)(iii) hereof.

1.17 Oil Measurement Manual
—
the manual referred to in Section 7.2 hereof as
approved by the Owners through the Owners Committee.

1.18 Operating Expense(s)
and maintenance of the System. — all expense(s) incurred in connection with the operation

1.19 Operator
Section 5 hereof.
— the operator selected by the Owners in the manner described in

—
1.20 Owner's Base Inventory the Volume of Petroleum in the custody of any given
Owner, at any given time, that is a part of Base Inventory.

1.21 Owner's Working Capacity
Tankage multiplied by Working Capacity.
— an Owner's Percentage of Ownership in Terminal

—
1.22 Owner's Working Inventory the Volume of Petroleum in the custody of any
given Owner, at any given time, that is a part of Working Inventory.

1.23 Petroleum — unrefined liquid hydrocarbons including gas liquids.

1.24 Pipeline — the Pipeline as defined in Section 3.1(a) hereof.

4
532
1.25 Pipeline Base Inventory — the total Volume of Petroleum in the Pipeline excluding
Petroleum in fuel tanks.

—
1.26 Pipeline Fixed Operating Expense(s) expense(s) incurred in connection with
the operation and maintenance of the Pipeline not affected by the Volume of Pipeline throughput.
All expenses not classified as variable will be considered fixed.

—
1.27 Pipeline Variable Operating Expense(s) expcnse(s) incurred in connection with
the operation and maintenance of the Pipeline which vary with the Volume of Pipeline throughput.

1.28 Policies — the policies referred to in Section 11.8 hereof as approved by the
Owners through the Owners Committee.

1.29 Port Information Manual
—
the manual referred to in Section 7.4 hereof as
approved by the Owners through the Owners Committee.

1.30 Rights-of-Way Agreements —the Right-of-Way Lease for the Trans-Alaska
Pipeline between the State of Alaska and Owners dated May 3, 1974 and the Agreement and Grant
of Right-of-Way for Trans-Alaska Pipeline between the United States of America and Owners
dated January 23, 1974 as amended or renewed from time to time.

1.31 Scheduled Arrival Day —the Day, stated in a Lifting Schedule, that a Vessel is
scheduled to enter the Prince William Sound Vessel Traffic Service Area or an area subsequently
designated by the Owners through the Owners Committee.

1.32 System — the System as defined in Section 3.1 hereof.

—
1.33 TAPS Agreement agreement among the Owners or their predecessors in interest
entitled "Trans Alaska Pipeline System Agreement" dated August 27, 1970 as amended or
supplemented from time to time, providing for the design, construction and ownership of the
System.

1.34 Terminal Tankage — the Terminal Tankage as defined in Section 3.1(b) hereof.

—
1.35 Terminal Tankage Base Inventory the total Volume of Petroleum in Terminal
Tankage excluding Petroleum in fuel tanks and Working Capacity.

1.36 Terminal Tankage Fixed Operating Expense(s) — expense(s) incurred in
connection with the operation and maintenance of Terminal Tankage not affected by the Volume
of deliveries out of the System at Valdez. Alaska. All expenses not classified as variable will be
considered fixed.

5
533
1.37 Terminal Tankage Variable Operating Expense(s)
—
expense(s) incurred in
connection with the operation and maintenance of Terminal Tankage which vary with the Volume
of deliveries out of the System at Valdez, Alaska.

1.38 Vessel(s)
—
any tanker, tank ship or vessel scheduled to call or calling at Valdez.
Alaska, to load Petroleum transported through the System.

1.39 Volume — quantity expressed in Barrels.

—
1.40 Week or Weekly seven consecutive days commencing on Monday at 0000 hours
and running until 2400 hours on the next succeeding Sunday according to Valdez, Alaska, local
time.

—
1.41 Working Capacity the total capacity of all operational Terminal Tankage tanks
for the handling of Petroleum at Valdez, Alaska pending loading on Vessels, between 2’6" above
the bottom of the tank shell and 3'9” below the top of the tank shell, less the capacity, as
determined by the Operator, required to receive the Volume of Petroleum which should be moved
out of the Pipeline to prevent the internal pressure in the Pipeline from exceeding design limits in
the event its operation would be shut down.

1.42 Working Inventory — the total Volume of Petroleum in Working Capacity at any
given time.

—
1.43 100 Barrel-Mile Deliveries the number of Barrels of Petroleum delivered out
of the System multiplied by the number of miles each such Barrel was transported, divided by 100

—
1 .44 Month or Monthly a calendar month commencing at 0000 hours on the first day
thereof and running until 2400 hours on the last day thereof according to Valdez, Alaska, local
time.

—
1.45 Pumpability Factor that decimal fraction which expresses the relationship of
the ability of the System to transport a given Petroleum to the ability of the System to transport
Estimated Standard Petroleum or Actual Standard Petroleum, as the case may require.

—
1.46 TAPS Capacity the Pipeline's capacity set forth on Exhibit C attached hereto
and by this reference incorporated herein during the period of time set forth opposite such capacity
on Exhibit C attached hereto.

—
1.47 Upset Condition one or more events or circumstances affecting the Svstem and
resulting in a temporary decrease in the capability of the System that prevents the Pipeline from
transporting Petroleum actually available for transport through the Pipeline.

1.48 Upset Period
but no longer.
— that portion of a Month during which an Upset Condition exists.

6
534
—
1.49 Flow Improvement the allocation among the Owners of flow improvement that
exceeds TAPS Capacity, whether achieved through the use of a drag reduction agent or through
other means; provided, however, that such flow improvement shall be exclusive of any Capacity
Cushion and shall be allocated only to the extent that it exceeds TAPS Capacity, and that excess
will be allocated among the Owners in proportion to their respective Percentages of Ownership
in the Pipeline.

1.50
31, 2011:
Capacity Cushion — for the period July 1, 1998, through and including December

(i) During a Month when 105% of the Producer Estimate exceeds the TAPS
Capacity, the least of: (a) 105% of the Producer Estimate less TAPS Capacity; (b) 5% of
the Producer Estimate; or (c) the difference between 1,700,000 Barrels per Day, and the
Producer Estimate, if the Producer Estimate is less than 1,700,000 Barrels per Day; if the
Producer Estimate is 1,700,000 Barrels per Day or more, there shall be no Capacity
Cushion; and

(ii) During a Month when 105% of the Producer Estimate does not exceed the
TAPS Capacity, there shall be no Capacity Cushion.

The Capacity Cushion shall be allocated among the Owners as set forth on Exhibit D attached
hereto and by this reference incorporated herein. The sharing of Capacity Cushion shall have no
impact on voting percentages or on any other rights or obligations under the TAPS Agreement or
this Operating Agreement; provided, however, that Petroleum flowing through the Pipeline,
whether by Capacity Cushion or otherwise, shall bear costs in accordance with Section 11-2(0 of
the 1985 Settlement Agreement with Respect to the Trans Alaska Pipeline System, as amended,
among the State of Alaska and the Owners; and, provided further, that an Owner’s share of
Capacity Cushion shall be transferable to any other Owner, whether with or without any other
asset, but any such transfer shall be subject to the provisions of Article VII of the TAPS
Agreement.

—
1.51 Producer Estimate the number of Barrels to be carried in the Pipeline in a given
Month as estimated by Operator based upon projections given to Operator by each entity
responsible for a connection to TAPS.

SECTION 2

TERM

2.1 Term. This Operating Agreement shall become effective on the Date of this
Agreement and shall continue in effect until the TAPS Agreement is terminated in accordance with
Article VIII of the TAPS Agreement. If at any time any Owner shall be adjudicated bankrupt in
any court of competent jurisdiction, this Operating Agreement shall terminate.

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2.2 Disposition of Properties Upon Termination. The provisions of Section 8.3 of
the TAPS Agreement shall govern the disposition of property upon termination of this Operating
Agreement.

2.3 Discontinuance of Operations by One or More Parties. Section 8.2 of the TAPS
Agreement shall govern the discontinuance of operations by one or more Parties

SECTION 3

DESCRIPTION OF SYSTEM AND OWNERSHIP

3.1 Description of System. The "System" shall consist of a Petroleum pipeline
forty -eight inches (48") in diameter extending from a point at or near Prudhoe Bay. Alaska to a
point near Valdez. Alaska, together with suitable pump stations, tankage (exclusive of tankage
constructed by an Owner under the Fifth Supplemental Agreement to the TAPS Agreement).
docks, communications facilities, and other facilities, equipment and appurtenances exclusive of
intangible property but including all fee titles, easements, leases, permits, rights-of-way and other
interests in land as acquired, constructed or expanded pursuant to the TAPS Agreement or this
Operating Agreement.

For the purposes of ownership and operation, the System shall consist of two components:

(a) Pipeline. All such System property of every nature and kind, both real and
personal, exclusive of Terminal Tankage. These properties include, but are not limited to.
the following described property: pipelines, pump stations, topping plants, pump station
surge and fuel tankage, Petroleum measurement facilities, docks, ballast water treating
facilities, and other related facilities, equipment and appurtenances.

(b) Terminal Tankage. All such System property at Valdez, Alaska, of every
nature and kind, both real and personal, associated with the holding of Petroleum pending
delivery out of the System. Such facilities include, but are not limited to. the following
described property: Petroleum tanks, tank farm manifolds, tank vent lines, vapor recovery
system, power generation facilities and other related facilities, equipment and
appurtenances.

3.2 Ownership of the System. The Percentage of Ownership of each Owner in the
Pipeline or in the Terminal Tankage shall be as set forth respectively opposite each Owner's name
in Table I (Pipeline) or Table LA (Terminal Tankage) in Article 1H of the TAPS Agreement as such
Tables may be revised as provided therein. Any reference in this Operating Agreement to
Percentage(s) of Ownership in the Pipeline shall mean the percentage(s) set out in said Table I and
any references to Percentage(s) of Ownership in Terminal Tankage shall mean the percentage(s)
set out in Table IA according to the latest agreed upon revisions of Table I and I A of the TAPS
Agreement at the particular time when this Operating Agreement is to be applied.

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536
SECTION 4

OWNERS COMMITTEE

4.1 Owners Committee. In order to facilitate each Owner's individual direction and
control of the operations, the Owners recognize that it is necessary and desirable to establish a
committee through which, as to specific functions assigned to the committee in this Operating
Agreement, each Owner individually exercises certain of its rights inherent in its ownership of an
undivided interest in the System. A committee to be known as the Owners Committee is hereby
established as follows.

(a) Members and Alternates. Each Owner shall designate one representative
as its member ("Member") on the Owners Committee and shall designate one
representative as the Member’s alternate ("Alternate") who shall represent the Owner on
the Owners Committee only in the absence of the Member. Each Owner shall give written
notice to the secretary of the Owners Committee (Committee Secretary) of the names.
addresses and telephone numbers of its Member and Alternate. Each Owner reserves the
right from time to time to change its Member or Alternate and their respective addresses
and telephone numbers by giving written notice of any such change to the Committee
Secretary, who shall be responsible for keeping each Owner advised of the names,
addresses and telephone numbers of each Member and Alternate.

(b) Meetings. The Owners Committee shall hold such meetings as may be
requested by any Member (or in his absence by such Member’s Alternate). All such
requests shall be made in writing, or by telephone confirmed in writing, to the Committee
Secretary and shall state the matters to be considered at such meeting. The Committee
Secretary shall notify each Member in writing at least three (3) days in advance of any
meeting of the date, lime, place and purpose of the meeting. If such notice is given by
telephone, it shall be confirmed in writing. Failure to give such notice shall not nullify any
action taken at any meeting if each Owner not represented at such meeting by its Member
or Alternate shall waive such notice in writing signed by said Owner’s Member or
Alternate, either before or after the meeting. The Owners Committee shall establish rules
and procedures for the conduct of meetings, including but not limited to the selection of
a chairman and the attendance of advisors, provided that such rules and procedures shall
not contradict any provision of this Operating Agreement.

(c) Action Without Meeting. It is recognized that matters requiring the
immediate decision of the Owners Committee may arise from time to time. Any Member
or the Operator may propose that any matter upon which the Owners Committee is
authorized to act be decided pursuant to the informal procedure established hereunder by
giving notice to the Committee Secretary, which notice may be given in writing, or by
telephone, confirmed in writing. The Committee Secretary shall immediately notify each
Member by telephone of the matter to be decided and shall confirm such notice in writing.

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537
If the Committee Secretary is unable to contact a Member by telephone, he shall
immediately notify that Member's Alternate by telephone, which notice shall be confirmed
in writing to both the Member and his Alternate. Each Member or Alternate, as the case
may be, shall notify the Committee Secretary in writing or by telephone confirmed in
writing of his approval or disapproval of the matter for decision As soon as the
Committee Secretary shall ascertain that a matter has been approved or disapproved, he
shall notify all Members of the result which notice shall be in writing, or by telephone.
confirmed in writing to each Member.

(d) Committee Secretary. The Owners Committee shall appoint a Committee
Secretary and an Assistant Committee Secretary In addition to the functions assigned to
the Committee Secretary in subdivisions (b) and (c) of this Section 4.1, the Committee
Secretary shall prepare and retain custody of the original record book which will contain
the minutes of all meetings, notices, written confirmations, certificates, and, as the Owners
Committee shall direct, all other documents and communications relating to the Owners
Committee. Duplicate copies of all materials in the record book shall be promptly mailed
by the Committee Secretary to each Member. The record book shall be kept available for
inspection at all tunes by duly authorized representatives of the Owners and, upon
termination of the Owners Committee, shall be delivered to one of the Owners for
safekeeping under such terms as the Owners Committee shall approve. All expenses
incurred in connection with the performance of the duties of the Committee Secretary shall
be borne by the Owners in proportion to their Percentages of Ownership in the Pipeline
under such arrangements as the Owners Committee shall approve. The Committee
Secretary and Assistant Committee Secretary shall serve at the pleasure of the Owners
Committee. The Assistant Committee Secretary shall perform the duties of the Committee
Secretary at the request of or in the absence of the Committee Secretary.

(e) Other Expenses. Except as provided in Subdivision (d) of this paragraph.
each Owner shall pay all expenses incurred by it relating to its representation on the
Owners Committee.

4.2 Voting Procedures of the Owners Committee. All matters requiring approval by
the Owners through the Owners Committee in this Operating Agreement may be approved only
upon the affirmative vote of Members or Alternates, as the case may be. representing three (3) or
more Owners having Percentages of Ownership in the Pipeline which aggregate at least sixty-six
and two-thirds percent (66%%).

4.3 Effect of Owners Committee Action on Parties. Any and all determinations
which are properly made bv the Owners through the Owners Committee under this Operating
Agreement shall be conclusively binding on each and all of the Owners.

4.4 Subcommittees. The Owners through the Owners Committee may establish such
subcommittees to act in an advisory capacity as the Owners Committee may deem necessary for
the efficient performance of its responsibilities under this Operating Agreement. Each such

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538
subcommittee shall conduct its affairs in accordance with policies and procedures established by
the Owners through the Owners Committee. Each Owner shall have the right to name one
representative to each subcommittee so established.

SECTION 5

OPERATOR

5.1 Operator. Each Owner will contract with an Operator selected by the Owners to
perform on behalf of each Owner specific duties with regard to the physical operation and
maintenance of its undivided interest in the System as assigned to Operator under the terms and
provisions of this Operating Agreement, for the period of time determined under Section 5.2
hereof.

5.2 Term of Initial Operator. Operator shall serve for an initial term of ten (10) years
commencing on the Date of this Agreement and thereafter for successive terms of five (5) years
each, unless prior thereto Operator is removed or resigns pursuant to Section 5.3 hereof or this
Operating Agreement is terminated, whichever occurs first.

5.3 Removal or Resignation of Operator. Any Owner may, at any time, submit its
request to all other Owners for the removal of the Operator and if three (3) or more Owners,
having Percentages of Ownership in the Pipeline which aggregate at least sixty-six and two-thirds
percent (66%%), vote for such removal it shall be conclusively binding on all Owners and
Operator. The Operator shall be removed effective as of the date specified in a notice of removal
signed by the Owners who voted affirmatively for said removal and forwarded to Operator and/or
other Owners, but in no event shall such removal be effective less than one (1) year from the date
of the notice. Operator may resign, effective as of the last day of the initial term or any
succeeding five-year term by giving notice to all Owners not less than one (1) year prior to the last
day of such term.

5.4 Selection of a Successor Operator. Upon the removal or resignation of an
Operator, all Owners will vote on the selection of a new Operator (herein called Successor
Operator) and the person selected by three (3) or more Owners having Percentages of Ownership
in the Pipeline which aggregate at least sixty-six and two-thirds percent (66%%) shall be
conclusively binding on all Owners. All Owners will be advised of the person selected as the
Successor Operator and if the said person accepts the selection as Successor Operator he shall
execute and send to each Owner an instrument accepting such selection as Operator under the
terms and provisions of this Operating Agreement (including the removal and resignation
provisions herein and any other agreements referred to herein) and agreeing to discharge the duties
of the Operator hereunder from and after the effective date of its selection as Operator. Such
instrument shall be binding upon each Owner and shall have the same effect as the several
agreements by and between each and every Owner and the Successor Operator to operate and
maintain the System under the terms and provisions of this Operating Agreement from and after

11
539
the effective date of the selection of the Successor Operator as Operator. If the removal or
resignation of the Operator is effective upon the expiration of the initial term or any succeeding
term, the Successor Operator shall serve as Operator for the next succeeding term. If the removal
or resignation shall be effective during the initial term or any succeeding term, the Successor
Operator shall serve as Operator for the remainder of the then current term. In either case, the
Successor Operator shall thereafter serve as Operator for each successive term unless and until
such Successor Operator shall be removed or shall sooner resign as Operator under the provisions
of Section 5.3 above or this Operating Agreement is terminated, whichever occurs first.

SECTION 6

OPERATION

6.1 Rights of Owners. Each Owner, as the holder of an undivided interest in the
System, has and retains all the rights of ownership incident to its undivided interest subject only
to any applicable laws and regulations, the TAPS Agreement, the Rights-of-Way Agreements and
this Operating Agreement. To enable each Owner to exercise its rights, Operator, under the
direction and control of the Owners through the Owners Committee, will perform certain duties
related solely to the physical operation and maintenance of the System as set out in this Operating
Agreement and will act as the Owners' common agent to the extent required by the Rights-of-Way
Agreements.

6.2 Individual Conunon Carrier. Each Owner is obligated to conduct the operation
of its undivided interest in the System as a common carrier facility and each Owner has agreed
that, from and after the Date of Commissioning, its undivided interest in the System will be
operated as an individual common carrier facility. In performance of such undertaking, each
Owner on its own behalf will in accordance with all applicable laws, regulations and agreements:

(a) separately publish and file tariffs in its own name

(b) separately solicit and receive tenders of Petroleum from shippers.

(d) separately collect for its own account and freely dispose of any revenues
from its individual and separate operations as a common carrier.

(e) separately arrange for and provide funds required to pay its share of
expenses for the operation and maintenance of the System.

(0 separately exercise such other rights and perform such other functions
required to operate its undivided interest as an individual common carrier facility.

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540
Neither Operator, nor the Owners Committee, shall have any responsibility for, nor shall they take
any action on, matters which relate to common carrier responsibilities as set out in this
Section 6.2.

6.3 Owners Committee — Powers and Functions. Each Owner will exercise
supervision of the Operator's services through its representative on the Owners Committee. The
Owners through the Owners Committee shall:

(a) approve budgets pursuant to Section 11.2 hereof.

(b) approve the acquisition in the name of the individual Owners of Land
Rights, materials, supplies and services as required through the budget approval under
Section 11.2 hereof.

(d) establish standards and procedures for connections to the Pipeline as
required by Section 7.8 hereof.

(e) approve settlement of claims, initiation of lawsuits and such other matters
as required by Section 9.2 hereof.

(f) approve the disposal of material, equipment and facilities as required by
Section 10.2 hereof.

(g) exercise such other authorities and powers as are delegated by the Owners
under the terms of this Operating Agreement or as may be required to provide guidelines
and policies to permit Operator to perform its services.

6.4 Operator's Services. To enable each Owner to exercise its rights and to effectively
discharge its obligations as an individual common carrier, Operator will perform on behalf of each
Owner the services related solely to the physical operation and maintenance of the System. As
more specifically detailed in this Operating Agreement, Operator shall:

(a) perform such mechanical activities as may be required to transport and
otherwise handle Petroleum in each individual Owner's share of System capacity and load
on Vessels when and as requested by each Owner consistent with the terms of this
Operating Agreement.

(b) submit to Owners recommended budgets, in accordance with Section 11.2
hereof, for their consideration and approval through the Owners Committee.

(c) purchase or cause to be purchased for and in the name of Owners necessary
materials, supplies and services and incur such expenses and commitments as required to

13
541
carry out the operations in accordance with Approved Budgets and within the limitations
of this Operating Agreement.

(d) make timely payment of all proper charges, expenses, and liabilities
incurred in connection with Approved Budgets and Section 11.3 hereof.

(e) coordinate the acquisition of Land Rights by the Owners as required for the
physical operation of the System in accordance with Approved Budgets and Section 6.5
hereof.

(f) act as coordinator of Owners' contact with government agencies where
required by rules, laws or regulations and/or the Rights-of-Way Agreements relating to the
physical operation and maintenance of the System.

(g) dispose of materials, equipment and facilities in accordance with
Section 10.2 hereof.

(h) issue only such news items or otherwise engage in public affairs as will be
consistent with guidelines issued by the Owners through the Owners Committee relating
to the physical operation and maintenance of the facilities within the System.

0) perform such other activities and take such other action as may be required
to carry out the Approved Budgets and other decisions made by the Owners through the
Owners Committee, provided such activities or actions relate solely to the physical
operation and maintenance of the System.

In performance of its activities pursuant to this Operating Agreement. Operator shall not do any
work which would constitute an expansion of the System as that term is used in Article VI of the
TAPS Agreement. Operator shall perform all its services under this Operating Agreement in a
good and workmanlike manner as a prudent Operator would under the same or similar
circumstances. Operator shall conduct all operations and maintenance of the System in accordance
with generally accepted practices in the pipeline industry to the end that the System is operated
within its design limitations for safe and efficient operations

6.5 Acquisition of Land Rights. All Land Rights shall be acquired by the Owners
pursuant to an Approved Budget It is contemplated, however, that, for convenience, title to some
of the Land Rights, such as easements, leases, licenses and permits, may be acquired by and in
the name of a Trustee for all of the Owners, in which event the Trustee shall thereafter, as each
Owner may individually direct, promptly execute and deliver to all Owners or to one of them as
Trustee for all Owners such instruments of transfer, assignment and conveyance as may be
appropriate to evidence properly the undivided interest ownership of the particular Owner or
Owners. Condemnation may be used by any Owner or Owners to acquire Land Rights whenever
the terms and conditions asked for such Land Rights are unreasonable. Each Owner hereby
consents to join as a party plaintiff in any condemnation suit filed on conditions hereinafter defined

14
542
for the purpose of acquiring Land Rights needed for the operation and maintenance of the System
and authorizes any attorneys retained in such condemnation suit to join it as a party plaintiff in
such suit and to represent it for all purposes in such condemnation proceeding. Each Owner
further agrees that it will become qualified to the extent necessary to transact business in the State
of Alaska if it is necessary or desirable to do so in order to avoid delay in condemning any such
Land Rights. Each Owner shall qualify as promptly as practicable after it is determined that
qualification is necessary. All such Land Rights shall be acquired, whenever possible, in
assignable form. The cost of all such Land Rights shall be charged to the account of each Owner
in accordance with Sections 10 and 11 hereof.

6.6 Personnel and Other Services. Operator in performing its duties under this
Operating Agreement shall engage the services of independent contractors to perform such parts
of the operation and maintenance of the System which cannot be performed by Operator’s
employees or which can more economically and just as efficiently be performed by independent
contractors as with Operator’s own employees. Operator shall employ only such personnel as are
required to perform its duties under this Operating Agreement and are within staffing limits
established by the Owners through the Owners Committee.

6.7 Other Plans of Operation. Nothing in Section 6.2 hereof shall be deemed to
prohibit Owners from participating in any plan of operation required, approved, or permitted by
any governmental authority having jurisdiction in accordance with any valid and applicable order.
rule, regulation and/or law. and which is not inconsistent with any other provision hereof or the
TAPS Agreement.

SECTION 7

OPERATING PROCEDURES

7.1 Quality and Intermixing of Petroleum.

(a) Only Petroleum will be accepted for transportation in the System. All Petroleum
transported through the System will be intermixed with other Petroleum shipments and shall be
subject to such changes in gravity, quality and other characteristics as may result from such
intermixing. No person shall be entitled to receive the identical Petroleum delivered into the
System. Delivery shall be out of the commingled stream or common stock. In order to insure that
no shipper will be materially damaged or benefited by changes in gravity, quality or other
characteristics due to intermixing in the System, each Owner will require shippers tendering it
Petroleum for transportation in its undivided interest in the System to participate in just and
nondiscriminatory adjustments among all shippers in the System for changes in gravity, quality
and certain other characteristics which materially affect the value of Petroleum transported in the
System. The Owners by agreement will establish, or cause to be established, a system for such
adjustments (herein referred to as Quality Bank).

15
543
fl» Petroleum will not be accepted for transportation in the System unless (i) it is
suitable for refining or use as a fuel and contains no more than thirty-five one hundredths of 1%
(0.35%) by volume of basic sediment and water, (ii) its temperature docs not exceed 142 QF,
provided that Petroleum may be accepted for transportation at any point in the System at a
temperature in excess of 142 F but only under such circumstances and during such times as
Operator hereunder determines, with approval of the Owners acting through the Owners
Committee under Section 4.2 hereof, will not result in violation of any design or operating
requirement for the System at any point in the System or result in inequities or discrimination as
between Owners or shippers, (iii) its hydrogen sulfide (H2S) content in solution does not exceed
50 parts per million by weight, and (iv) it will not result in the calculated combined stream of
Petroleum in the System under the custody of each Owner at any given entry point in the System
at any given time exceeding ten (10) parts per million hydrogen sulfide (H»S) content in solution
by weight, or the vapor pressure of such combined stream exceeding the greater of atmospheric
pressure or 14.7 psia at receipt temperature. In calculating the above specified characteristics of
the combined stream of Petroleum at any given entry point in the System under the custody of each
Owner only Petroleum delivered into the System by that Owner at the point and all points
upstream shall be considered. In no event will Petroleum be accepted for transportation in the
System unless its gravity, viscosity, pour point, vapor pressure and other characteristics are such
that it is readily susceptible to safe and efficient transportation through the System and will not
materially affect the characteristics of other Petroleum shipments for which adjustments arc not
or will not be available through the Quality Bank.

(c) Before any Petroleum will be accepted for transportation through the System which
is from any producing reservoir or processing plant from which Petroleum has not previously been
accepted for transportation, the Owner to whom such Petroleum is tendered shall give the Operator
and all other Owners written notice thereof at least thirty (30) days prior to its actual acceptance.
Such notice shall include a suitable assay of the tendered Petroleum and Operator's advice as to
the ability of the System to handle and transport such Petroleum safely and efficiently. During
such thirty (30) day period each Owner shall advise Operator of any objections to the acceptance
of such Petroleum solely on the basis of anticipated damage to the System or damage to the com¬
mingled stream of a kind for which just and reasonable compensation cannot be obtained through
the Quality Bank. If any Owner so objects, the matter shall be referred to the Owners through the
Owners Committee for resolution

7.2 Measurements of Receipts and Deliveries of Petroleum. Operator shall ascertain
and record the quantity and quality of Petroleum received into and delivered out of the System as
follows:

(a) Quantity Measurements.

0) Meters. Custody transfer measurement of all receipts into and
deliveries out of the System shall be by meters except in instances where meters
may not be operable or otherwise available in which case an alternate method
provided for in the Oil Measurements Manual shall be used.

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544
(ii) Calibration of Meters. Operator shall calibrate or cause to be
calibrated, in accordance with the Oil Measurements Manual, all tanks, meters, and
meter provers to be used in the operation of the System, and at the reasonable
request of any Owner, Operator will confirm the accuracy of existing meter prover
base volumes and tank tables used in connection with the System.

(b) Quality and Characteristic Analysis. Basic sediment and water (BS&W),
temperature, gravity, and other Petroleum quality tests shall be made by Operator in
accordance with the Oil Measurements Manual.

(c) Reporting to Owners. Operator shall report to each Owner for all Petroleum
received into and delivered out of the System for the account of such Owner on the basis
of standards set forth in the Oil Measurements Manual.

7.3 Petroleum Losses and Gains. All losses and gains of Petroleum from or in the
System shall be allocated by Operator among the Owners as hereinafter set forth:

(a) The total amount of any loss of Petroleum in the Pipeline exceeding 4,000
Barrels occasioned by or resulting from any single identifiable event shall be allocated
among all Owners based on their Percentage of Ownership in the Pipeline at the lime the
loss occurs.

(b) The total amount of any loss of Petroleum in Terminal Tankage exceeding
4,000 Barrels occasioned by or resulting from any single identifiable event shall be
allocated among all Owners in the proportion that the Petroleum in the custody of each
Owner in Terminal Tankage at the beginning of the Day on which the loss occurs bears to
total Petroleum held in Terminal Tankage at the beginning of that Day.

(c) All gains and all other losses of Petroleum in the System or extractions from
Petroleum in topping plants shall be allocated among all Owners in the proportion that the
total 100 Barrel-Mile Deliveries for each Owner's account bears to the total of all 100
Barrel-Mile Deliveries. Operator shall make such allocations monthly, but the cumulative
net amount of such gains, losses or extractions shall be adjusted monthly on a
Calendar-Year-to-Date basis within a Calendar Year.

7.4 Scheduling and Use of the System. No Owner may transport through the System
a Volume of Petroleum in excess of such Owner's Actual Daily Pipeline Capacity. No Owner
may deliver out of the System a Volume of Petroleum in excess of the amount of Petroleum held
in that Owner's Working Inventory and Owner's Base Inventory. Each Owner shall first deliver
out of the System Petroleum held in its Owner's Working Inventory and may thereafter deliver
Petroleum held in its Owner's Base Inventory provided:

(i) the lifting was included in the Lifting Schedule, or will not adversely affect
the scheduled lifting of any other Owner.

17
545
(ii) the lifting will not impair the minimum required inventory operating levels
as determined by Operator.

(iii) the lifting Owner's Base Inventory at the commencement of each such lifting
is equal to the Volume of Base Inventory such Owner is obligated to provide under
Section 7.6 hereof.

In order to insure that each Owner has the opportunity to schedule and use an amount of Pipeline
capacity calculated as provided in this Section 7.4, the Owners agree that the scheduling and use
of the System shall be in accordance with the following provisions:

(a) Scheduling and Use of the Pipeline. By notice no later than 1200 hours Valdez.
Alaska, local lime of the first Operator Business Day of each Month, Operator will advise each
Owner (i) of the Estimated Daily Pipeline Capacity for each Owner for the succeeding Month and
(ii) of the Pumpability Factor of each Petroleum anticipated to be transported in the System during
such succeeding Month. By notice no later than 2400 hours Valdez, Alaska, local time of the
fifteenth Day (or, if the fifteenth Day is not an Operator Business Day, then of the first succeeding
Operator Business Day) of each Month, each Owner will advise Operator of its throughput
schedule for the succeeding Month. In order to facilitate Pipeline operations and prevent
discrimination among shippers, the Owners will approve nominations procedures for the Pipeline.
Each Owner will require shippers tendering it Petroleum for transportation in its undivided interest
in the System to comply with such nominations procedures. Any Owner may revise its throughput
schedule as allowed by such nominations procedures, provided that no Owner shall schedule or
deliver into the Pipeline more Petroleum than could be transported by the capacity allocated to
such Owner for transport through the Pipeline for that Month in accordance with this Section
7.4(a). Any Owner's failure for any reason to use fully its Estimated Daily Pipeline Capacity shall
not thereafter entitle it to schedule or use capacity in excess of its Estimated Daily Pipeline
Capacity.

(b) Scheduling and Use of Terminal.

(i) Scheduling of Liftings and Vessels. Any Owner expecting to commence
lifting at the Terminal for the first time shall provide a one-Week notice prior to submitting
the four-Week schedule required by this section. In addition to the requirements imposed
by the immediately preceding sentence, each Owner will advise Operator of the schedule
of Vessels it expects to call at the Terminal during the ensuing four-Week period,
specifying for each Vessel scheduled for the first Week of such four-Week schedule and
to the extent possible for the last three Weeks, the Volume to be lifted, name. Scheduled
Arrival Day. and such other information as required by the Port Information Manual.

(ii) Preparation of Lifting Schedule. Within twenty-four (24) hours from the
time Owners are required to provide the above Vessel and lifting schedule information.
Operator shall prepare and submit to each Owner a preliminary composite schedule of such
information together with projected daily Working Inventory for the applicable four-Week

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546
period. If there are more proposed liftings on any Day during the first Week of such
four-Week period than can be accommodated by the Terminal and such conflicts cannot
be resolved voluntarily between the conflicting Owners, Operator shall resolve such
conflicts in accordance with the rules provided for in Section 7.4(c)(1), Assignment of
Dock Space. After resolution of all conflicts in accordance with these rules, the Lifting
Schedule then established shall be issued to each Owner.

(iii) Revision of Lifting Schedule. Any changes or Vessel substitution may be
made to the Lifting Schedule established in 7.4(b)(ii) by any Owner upon written notice
to Operator at least seven (7) days in advance of a scheduled lifting subject to the
scheduling priority rules provided for in Section 7.4(c)(i). Changes or Vessel substitution
with less than seven (7) days notice may be made provided such changes or Vessel
substitution will not adversely affect any other Owner’s scheduled liftings, unless such
other Owner's prior written consent is obtained, and the changes or substituted Vessel
complies with the Port Information Manual.

(iv) Notice of Revised Lifting Schedule. When a revision or change is made to
the Lifting Schedule in accordance with 7.4(b)(iii) above, the Operator will promptly notify
all the Owners of the revised Lifting Schedule and the effective date of the revision.

(i) Assignment of Dock Space. Vessels shall be assigned dock space by
Operator in the order of Actual Arrival Time. Provided however, that.

1. adequate and appropriate inventories designated for lifting by such
Vessel have been established, and

2. if in the Operator's prudent judgment such prioritization will
optimize System deliveries.

Each Vessel shall dock when and as instructed by Operator. If any Vessel is unable to
dock when instructed. Operator shall dock the next Vessel waiting to be docked based on
the order of dock assignment until the Vessel that was unable to dock is able to dock.

(ii) Lifting Time. After a Vessel has been docked, it shall be allowed 24 hours,
if the Vessel is of two hundred twenty-five thousand (225,000) dead weight tons or less,
or 30 hours, if the Vessel is of greater than two hundred twenty-five thousand (225.000)
dead weight tons, from the time that Operator gives notice of readiness to commence either
loading or deballasting within which to complete its lifting and to release its last line from
a mooring point at the dock. If any Vessel fails to release its last mooring line before a
specified departure time contained in a notice from Operator (which specified departure
time shall not be earlier than the end of such 24-hour or 30-hour period, nor earlier than
four hours after Operator transmits such notice to the Vessel), the Owner scheduling such

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Vessel shall thereafter pay a penalty of Two Thousand Dollars ($2,000) for each hour or
part thereof such Vessel remains at the dock, while such dock is required to load another
Vessel which has established an Actual Arrival Time The Operating Expense account of
the Owner incurring the penalty shall be debited with the full amount of any such penalty
and the Operating Expense accounts of all other Owners shall be credited with a pro rata
share of such penalty prorated on the basis of the percentages of Ownership of the Pipeline
of such other Owners.

Any delay due to:

A. any act or omission of Operator, or

B. a local event or condition of general application (except mechanical
equipment malfunction on the Vessel) not within the control of Operator, the
Owner scheduling the Vessel or any other person responsible for the operation or
control of such Vessel

which act, event or condition prevents the Vessel from vacating the docks shall be added
to the time until a Vessel is required to vacate the dock.

(d) Working Capacity. If, at the beginning of any Day, Working Inventory equals or
exceeds seventy-five percent (75%) of Working Capacity and any Owner’s Working Inventory is
in excess of such Owner’s Working Capacity, such Owner shall be charged a penalty of Twenty
Cents (20c) per Day per Barrel for each Barrel in such Owner’s Working Inventory in excess of
such Owner’s Working Capacity. The Operating Expense account of the Owner incurring the
penalty shall be debited with the full amount of any such penalty and the Operating Expense
accounts of the other Owners shall be credited with an amount determined by multiplying the total
amount of the penalty for any Day by a percentage determined for each Owner by dividing the
amount of that Owner’s Working Capacity at the beginning of that Day not being used by it by the
aggregate of all Owner's Working Capacity at the beginning of that Day not being used by its
Owner. In calculating the penalty under this Section 7.4(d), the number of excess Barrels at the
beginning of any Day shall be reduced by

(i) the number of Barrels scheduled to be lifted by a Vessel which has
established an Actual Arrival Time at the beginning of any Day the penalty is applied but
is unable to dock because the passage through Prince William Sound or Valdez Arm is
closed to shipping due to an event or condition not within the control of the Owner
incurring the penalty, and

(ii) the number of Barrels scheduled to be lifted by a Vessel which has docked
but is unable to lift at the beginning of any Day due to any act or omission of Operator or
due to any local event or condition of general application not within the control of
Operator, the Owner scheduling such Vessel or any person responsible for the operation
or control of such Vessel which does or would prevent all Vessels from loading.

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7.5 Manuals. Owners will arrange for ihe preparation of all manuals referred to in this
Operating Agreement and such other manuals as are required for the safe and efficient operation
of the System, or the administration of this Operating Agreement or which are required by any
applicable law. regulation or agreement. Any such manuals or changes thereto shall be approved
by the Owners through the Owners Committee. If there arc any conflicts between the provisions
of such manuals and the terms of this Operating Agreement, this Operating Agreement shall
control.

7.6 Base Inventor>'. Each Owner shall provide or cause to be provided a Volume of
Petroleum for Pipeline Base Inventory as required to begin and maintain the operation of the
System equivalent to its Percentage of Ownership in the Pipeline multiplied by the total Volume
of Petroleum required for Pipeline Base Inventory. Each Owner shall also provide or cause to be
provided a Volume of Petroleum for Terminal Tankage Base Inventory as required to begin and
maintain the operation of the System equivalent to its Percentage of Ownership in the Terminal
Tankage multiplied by the total Volume of Petroleum required for Terminal Tankage Base
Inventory. Operator shall give written notice to each Owner specifying the time or limes after
such notice that each Owner will be required to provide its share of Base Inventory required to
commence operations. Subject to the lifting of Base Inventory as provided in Section 7.4 each
Owner shall provide Base Inventory required to maintain its share when and as requested by
Operator. If any Owner fails to provide its share of Base Inventory when and as requested by
Operator, Operator may acquire the same and charge the cost thereof to the account of such
Owner.

7.7 Transfers of Petroleum Within the System. Except as may result from a sale.
transfer or assignment of an Owners interest in the System covered in Section 13 hereof, no Owner
shall transfer its custodial responsibility for Petroleum within the System. Operator shall only
account for transfers of Petroleum as a ticket transaction at receipt and delivery points.

7.8 Connections to the Pipeline. Connections shall be made to the Pipeline in
accordance with all applicable laws and regulations and in accordance with standards and
procedures which may be adopted by the Owners through the Owners Committee from time to
time for the safe and efficient operation of the Pipeline.

7.9 Operation of Standby Pumping Units. Standby pumping units may be operated
from lime to time in the discretion of the Operator. In the event Owners, or any of them.
construct facilities qualifying as an Expansion or Substage, as those terms are used in the TAPS
Agreement, and if the use of standby pumps as hereinabove authorized without the use of a drag
reducing agent adds an increment of Design Capacity to that achieved by the defined Expansion
facilities, the Design Capacity of the System shall include such increment attained by operating
standby pumps.

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549
SECTION 8

TAXES

8.1 Reporting and Payment of Taxes.

(a) Taxes. Each Owner shall separately report and pay all franchise taxes and taxes
on or measured by income relative to its operations as a separate common carrier or to its
undivided interest in the System. Operator, under the direction and control of Owners and as
agent for each Owner, shall (i) prepare and file reports and returns, in connection with any taxes
other than franchise taxes and taxes on or measured by income and (ii) pay such taxes on or before
the date due. Each Owner may request Operator, under the direction and control of and acting
separately as agent for each requesting Owner, to contest any such taxes subject to the provisions
for handling claims as provided in Section 9.2 hereof.

(b) Tat Information. Upon the request of any Owner, Operator shall promptly furnish
information needed by such requesting Owner relative to preparation and payment of its taxes.
Where Operator is handling the reporting and payment of any taxes for an Owner hereunder, each
Owner upon request from Operator shall furnish Operator with the necessary information required
to report and pay such taxes.

8.2 Election to be Excluded from Partnership Regulations. Each Owner hereby
elects that it and the operations covered by this Agreement be excluded from the application of
Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of 1954, as amended, or
such portion or portions thereof as the Secretary of the Treasury of the United States or his
delegate shall permit by election to be excluded therefrom. Operator is hereby authorized and
directed to execute on behalf of the Owners such additional evidence of the election as may be
required by regulations issued under said Subchapter K. Should the regulations require each
Owner to execute such additional evidence, each Owner agrees to execute or join in the execution
thereof. The election hereby made and the other provisions of this paragraph shall apply in a like
manner to applicable state laws, regulations, and rulings now in effect or hereafter enacted that
have an effect similar to the federal provisions referred to herein. In making this election, each
Owner hereby states that the income derived from the operations under this Operating Agreement
can be adequately determined without computation of partnership income.

SECTION 9

INSURANCE, CLAIMS AND PROTECTION OF OPERATOR

9.1 Operator's Insurance Program. Operator shall carry and keep in force only the
insurance coverages specified in the Exhibit A attached hereto, captioned "Operator's Insurance
Program" with insurance companies acceptable to the Owners through the Owners Committee
protecting Operator and each Owner. Operator shall charge all costs and expenses for such

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550
insurance to Pipeline Fixed Operating Expenses. The insurance coverages set out in Exhibit A
shall not be modified or revised except by agreement of the Owners.

9.2 Claims.

(a) Handling by Operator. Subject to the provisions of Sections 9.2(a), (b) and (c)
hereof, any claim or suit which arises out of the operation and maintenance of the System of either
of the following types:

(i) Any claim or suit against the Operator and/or Owners hereto (herein called
a "Liability Claim") except those fully covered by insurance as provided in this Section 9
and those which are for the value of Petroleum lost covered in Section 7.3 hereof;

(ii) Any claim or suit which the Operator and/or Owners have against persons
who are not parties to this Operating Agreement except condemnation proceedings covered
in Section 6.5 hereof (herein called a "Recovery Claim");

shall, except as hereinafter provided, be handled by Operator, who as agent for Owners shall
litigate, appeal, and/or settle same subject to Section 9.2(c) hereof. The costs of handling such
Liability Claim or Recovery Claim, including, but not limited to. expenses for litigation and
investigation, reasonable costs for legal counsel and court costs shall be paid by Operator and such
costs or any amounts received by Operator in settlement or payment of a judgment on a Recovery
Claim or any amounts paid by Operator in settlement or payment of a judgment or fine on a
Liability Claim shall be credited or charged to Pipeline Fixed Operating Expenses if such amounts
are related to the Pipeline or to Terminal Tankage Fixed Operating Expenses if such amounts are
related to Terminal Tankage.

(b) Notice of Claims. Operator shall promptly notify each Owner in advance of filing
any Recovery Claim and immediately upon notice of the filing of any Liability Claim. For
Recovery Claims or Liability Claims estimated not to exceed $250,000, Operator shall indicate
in its notice to each Owner whether the claim constitutes a Special Interest Claim. For purposes
of this Subsection 9.2, a Special Interest Claim means one involving significant public, regulatory,
or political implications for the Operator or the Owners, a claim likely to result in major
precedent, a claim that has the potential to result in significant liability or a punitive damage
award, or a claim involving patent or common carrier issues.

(c) Limitation of Authority. Operator’s authority with respect to any Liability Claim
or Recovery Claim is subject to the following:

(i> Liability Claim. Operator shall obtain the approval of the Owners through
the Owners Committee before litigating, appealing, settling, paying, or otherwise
compromising any Liability Claim estimated to exceed $250,000, any Special Interest
Claim, or any claim in a case in which any Owner is named as a party.

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(ii) Recovery Claim. Operator shall obtain the approval of the Owners through
the Owners Committee before filing, litigating, appealing, settling or otherwise
compromising any Recovery Claim estimated to exceed $250,000 or any Special Interest
Claim.

(iii) Other Limitations of Authority. The Operator shall also comply with other
more stringent limitations of its authority approved by the Owners through the Owners
Committee.

(d) Reservation of Owners. Notwithstanding the provisions of this Section 9, each
Owner retains the right to be eliminated as a party plaintiff to any Recovery Claim except in cases
where such Owner is an indispensable party to any such Recovery Claim. In the event any Owner
is eliminated as a party plaintiff to any Recovery Claim said Owner shall not be responsible for
any costs or expenses associated with the handling of such claim nor will said Owner participate
in the proceeds of any sums recovered. In addition to counsel employed by Operator, each Owner
reserves the right to be represented in any Liability Claim or Recovery Claim by counsel selected
by such Owner and employed at its own expense.

9.3 Indemnification of Operator. To the extent that Operator or its employees are not
protected by insurance carried by either Operator or other third parties, each Owner agrees to
indemnify and hold harmless Operator and its employees from and against all claims and causes
of actions for injury to and death of persons and all damages to and destruction of property, in
whole or in part, caused by. resulting from or arising out of any act or omission of Operator or
Operator's employees, servants, agents, contractors, subcontractors or two or more of them
pursuant to this Operating Agreement, even though such act or omission constitutes gross
negligence. The obligations of each Owner under this Section 9.3 shall be limited to an amount
which is equal to the product of the total indemnity obligation of all Owners multiplied by each
Owner’s Percentage of Ownership in the Pipeline.

9.4 Insurance Required by Government Regulation. If insurance is required by any
governmental body or to meet any statutory requirement and such insurance is not being carried
by Operator, each Owner, as to its applicable Percentage of Ownership, will supply evidence of
insurance or self insurance to meet the requirement. If none of the Owners is able, except by the
purchase of new coverage, to meet such requirement, the Operator will if authorized by all the
Owners arrange to purchase such insurance for all the Owners and charge the premiums to the
appropriate Fixed Operating Expense account

9.5 Contractor's Insurance Program.

(a) Operator shall require all contractors to carry the minimum insurance as specified
in Exhibit B. attached hereto and made a pan hereof and shall take full advantage of all insurance
normally carried by contractors utilized hereunder, the cost of which would ordinarily be included
in contractor’s contract price in any event. Operator shall not require insurance above the
minimums set forth in Exhibit B. The contractor's insurance requirements as set forth in this

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paragraph and Exhibit B may, however, be modified or revised for any contractor or for all
contractors by action of the Owners through the Owners Committee. Also, Operator may modify
such requirements on a case by case basis if in Operator's opinion either exposure does not
warrant coverage to the extent set forth in Exhibit B or such insurance is not available to the
contractor at a reasonable premium.

(b) Except as stated in sections (i) and (ii) below. Operator shall use its best efforts to
include in any contract entered into by Operator, as agent for each Owner, with a contractor, a
provision that the contractor will be required to indemnify and save harmless Operator and each
Owner against injury to or death of persoas or damage to or loss of property caused in whole or
in part by the joint and/or concurrent negligence of Operator, Owners, contractor, subcontractors,
or third parties, or their agents, employees or representatives.

(i) Contractors need not be required to indemnify Operator or Owners for loss
or damage solely caused by the negligence of Operator or Owners or Operator and
Owners.

(ii) Contractors shall not be liable to Operator or Owners for damage to
property of Owners occurring prior to the acceptance of the contractors' work, unless the
contractors have insurance coverage, or are otherwise reimbursed for such damages to
property.

(0 Contractors shall not ordinarily be required to provide performance bonds:
However, Operator may require a performance bond if it deems it necessary and desirable under
particular circumstances.

(d) All policies of insurance carried by contractors and their subcontractors shall
contain a waiver of subrogation against Operator, its employees and stockholders, and each
Owner, its employees, stockholders and affiliated companies.

9.6 Special Insurance Provisions.

(a) In the event the Owners so request, Operator shall insert clauses in all contracts
with contractors and subcontractors reserving the right to purchase, maintain and keep in force at
its sole cost any insurance that it may therein specify.

(b) All purchases and shipments of materials, equipment, supplies or property of any
type by Operator or for Operator by any contractor or subcontractor shall be on an ex-insurance
basis to the extent possible regardless of the hazards or risks assumed, provided however, thi« risk
assumption shall not inure to the benefit of any carrier, common or contract, except an Owner in
this Operating Agreement.

9.7 Report of Concentration of Values. Operator shall furnish each Owner with a
"Concentration of Values Report" each year to meet risk management requirements.

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SECTION 10

MATERIALS, EQUIPMENT AND SUPPLIES

10.1 Purchase. Operator shall purchase in the name of and on behalf of each Owner all
materials, equipment and supplies required to operate and maintain the System. Provided,
however, that each Owner shall provide or cause to be provided, in kind, its share of the fuel gas
BTU requirements for the operation of pump stations NOS. 1 through 4 inclusive along the
Pipeline. Each Owner's share of such total fuel gas BTU requirements shall be determined each
month by multiplying the total requirement for that month by a fraction, the numerator of which
is the estimated scheduled 100 Barrel-Mile Deliveries for such Owner's account for that month
and the denominator of which is the total of such deliveries for all Owners' accounts for that
month and with adjustments for differences between actual and estimated shares being made for
each month during the following month. Operator will accept such fuel gas at a point near pump
station NO. 1 at Prudhoe Bay, Alaska as designated by Operator. If any Owner fails to furnish
its share of such fuel gas in kind, Operator may purchase the same and the cost thereof shall be
for the account of such Owner.

10.2 Disposal. Subject to the limitations below, the Operator shall have authority to
declare any materials, equipment or facilities no longer required for the operation or maintenance
of the System as surplus. Operator shall notify the Owners through the Owners Committee of any
declaration in which such excess materials, equipment or facilities have a Purchase Price in excess
of $1,000,000. Operator’s declaration that any materials, equipment or facilities with a Purchase
Price in excess of $5,000,000 are surplus shall be subject to approval of the Owners through the
Owners Committee.

(a) Division in Kind. With regard to units of a similar kind of personalty which are
susceptible of division in a manner which will enable each Owner of an undivided interest therein
to receive a unit or units which would not exceed the value of that Owner's applicable Percentage
of Ownership in the total number of such units, each Owner shall be entitled to receive in kind and
separately dispose of its share of all such materials, equipment, or facilities purchased pursuant
to this Operating Agreement

(b) Disposal by Sale. Notwithstanding Section 10.2(a), above, each Owner authorizes
the Operator as agent for each Owner to dispose of for cash its undivided interest in any surplus
materials, equipment and facilities purchased pursuant to this Operating Agreement subject to the
following conditions:

(i) In instances where an appraisal is required, Operator shall obtain from an
independent appraiser an opinion of the fair-market value of such materials, equipment or
facilities. Purchase Price as used in this Section 10.2 shall mean the original cost of any
item plus the costs of any improvements or additions thereto and any costs incurred in
transporting such item to Alaska.

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554
(ii) Operator may sell any item of materials, equipment or facilities by
competitive bidding, public auction, bid invitation or long-term sales agreement. Operator
may also make negotiated and special opportunity sales to third parties provided the sales
price exceeds the appraised fair market value of the materials, equipment or facilities in
question. Operator may also use other options to dispose of surplus materials, equipment
or facilities pursuant to guidelines established by the Owners through the Owners
Committee.

(iii) A sale by any means of any items of materials, equipment or facilities
having a Purchase Price or an appraised fair-market value of $1 ,000,000.00 or more must
be approved in advance by the Owners through the Owners Committee.

(iv) Prior to the time any item of materials, equipment or facilities is put out for
bid or otherwise put up for sale, any Owner will have an opportunity to buy such
materials, equipment or facilities at the appraised fair-market value. If two or more
Owners are interested in the same item and such Owners cannot arrive at a mutually
acceptable solution, Operator will bid such item among the interested Owners and award
the sale to the Owner making the highest bid provided such bid is not less than the
appraised fair-market value.

(v) All proceeds derived from sales of materials, equipment and facilities shall
be remitted by purchaser either directly to the Owners (including any Owner that purchases
such equipment) in the proportion of their applicable Percentages of Ownership in such
materials, equipment and facilities at the time of the sale or to a third party selected by the
Owners who will distribute the proceeds as indicated above.

(vi) The disposal authority given to Operator in this Section 10.2(b) is revocable
at will by any Owner except in cases where (prior to notice of such revocation) Operator
has offered for bid any item of material, equipment or facilities or has contracted to sell
such property.

10.3 Inventories of Materials and Supplies.

(a) Inventory of Materials and Supplies. Operator shall maintain inventory accounting
records, as required by the Federal Energy Regulatory Commission, or any successor thereto with
respect to the regulation of oil pipelines, of all inventories of materials, supplies and uninstalled
spare equipment acquired or held for or in connection with operation or maintenance of the
System. At least once each Calendar Year Operator shall make a physical count of such
inventories. Each Owner who wishes to be represented at such count may do so. Failure of any
Owner to send a representative shall bind it to accept the physical inventory as submitted.

(b) Ownership of Materials and Supplies. Materials and supplies shall be owned by
the Owners in proportion to their Percentages of Ownership in the Pipeline or Terminal Tankage
as the case may be.

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SECTION 11

ACCOUNTING, BUDGETS, CHARGES AND AUTHORITIES

11.1 Maintenance of Accounts. Operator shall maintain accurate accounting records
of all expenses, costs and liabilities incurred by it on behalf of Owners. All accounts shall be
maintained in accordance with generally accepted accounting principles, the Uniform Systems of
Accounts prescribed by the Federal Energy Regulatory Commission, or any successor thereto with
respect to the regulation of oil pipelines, for Oil Pipeline Companies.

11.2 Budgets and Long-Range Plans.

(a) Budgets. In furtherance of each Owner’s effective exercise of control over the
operation of its undivided interest in the System, Operator shall prepare and present to the Owners
no later than July 1 of each Calendar Year for their approval through the Owners Committee no
later than December 1 of each Calendar Year annual budgets as required by the Owners through
the Owners Committee for the ensuing Calendar Year.

(b) Long-Range Plans. The Operator shall also prepare and submit to Owners no later
than July 1 of each Calendar Year a long-range plan detailing by Calendar Year estimated
Operating Expenses and Capital Expenditures for the next ensuing ten (10) Calendar Years.

(c) Budget Update. In addition to the submittals provided for in Sections 11.2(a) and
(b) above. Operator shall submit for Owners' review through the Owners Committee budget
updates as required by the Owners through the Owners Committee

(d) Additions and Other Changes. Except in accordance with procedures approved by
the Owners through the Owners Committee, all additions or other changes to the Approved
Budgets shall be approved by the Owners through the Owners Committee. AH additions or other
changes in excess of One Million U.S. Dollars ($1,000,000.00) requested by Operator or any
Owner shall be submitted to each Owner no later than thirty (30) days prior to the date such
addition or other change is scheduled for review and approval.

(e) Approvals. Any Owners Committee Member (or its alternate) who is unable to
attend the Owners Committee meeting at which time the budgets are scheduled for approval vote
shall telecopy, employ other appropriate means of electronic communication, or mail his vote on
each item scheduled for consideration so that it will be received by Operator no later than three
(3) working days prior to the scheduled meeting date. Members (or their alternates) who do not
attend such committee meetings and who have not otherwise communicated their vote shall be
considered to have cast an affirmative vote on each item scheduled for consideration.

11.3 Authority for Expenditure. Any Authority for Expenditure ("AFE") of at least
Five Million U.S. Dollars ($5,000,000). whether for capital expenditures (including retirement)

28
556
or for operating expenses, for which there is a detailed item in the Approved Budgets shall be
approved by the Owners through the Owners Committee. In addition, any AFB of at least Two
Million U.S. Dollars ($2,000,000) for capital expenditures (including retirement) or for operating
expenses (i) for which there is not a detailed item in the Approved Budgets, or (ii) which is related
to design and long-lead material shall be approved by the Owners through the Owners Committee.
Any supplemental AFE of at least One Million U.S. Dollars ($1,000,000.00) requested by the
Operator shall be approved by the Owners through the Owners Committee. Operator may also
make expenditures in the case of emergencies as provided in Section 11 .7 hereof

11.4 Charges. Operator shall on behalf of Owners promptly pay and discharge all
expenses, costs and liabilities incurred in operating and maintaining the System or in performing
Operator's service under this Operating Agreement.

(a) Chargeable Items. Any and all costs, expenses or liabilities incurred by
Operator for or in connection with the operation and maintenance of the System or which
are necessary in the performance of Operator’s services and responsibilities under this
Operating Agreement shall be considered a proper charge to the accounts of the Owners.
Each Owner agrees to pay its share of all such costs, expenses or liabilities in accordance
with the provisions of this Operating Agreement. While any Owner is separately paying
its share of any costs, expenses, taxes or liabilities under any provisions of this Operating
Agreement, such Owner shall not be charged with a pro rata share of any such costs.
expenses, taxes or liabilities. If any facility which is classified as either Pipeline or
Terminal Tankage under Section 3 hereof is used to provide services to the other. Operator
shall make an appropriate allocation of the costs of operating and maintaining such
facilities between Pipeline and Terminal Tankage based on usage.

(b) Allocation of Charges and Credits
—
Fixed and Capital. Except as
provided elsewhere in this Operating Agreement, all capital expenditures related to the
Pipeline and all Pipeline Fixed Operating Expenses and related credits shall be allocated
monthly among Owners in accordance with their respective Percentages of Ownership in
the Pipeline and all capital expenditures related to Terminal Tankage and all Terminal
Tankage Fixed Operating Expenses and related credits shall be allocated monthly among
the Owners in accordance with their respective Percentages of Ownership in Terminal
Tankage. Should the Percentages of Ownership change during a month. Operator shall
prorate such charges accordingly on a Calendar Day basis.

(i) Pipeline Variable Operating Expenses and related credits shall be
allocated among all Owners in the proportion that the total 100 Barrel-Mile
Deliveries for each Owner's account bear to the total of all 100 Barrel-Mile
Deliveries. Operator shall allocate such expenses monthly, adjusted to a Calendar
Year-to-Date basis within a Calendar Year.

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557
(»i) Terminal Tankage Variable Operating Expenses and related credits
shall be allocated among Owners in the proportion that the total deliveries out of
the System at Valdez. Alaska, for each Owner's account bear to the total of all
deliveries out of the System at Valdez, Alaska. Operator shall allocate such
expenses monthly, adjusted to a Calendar Year-to-Date basis within a Calendar
Year.

11.5 Reports and Information. At the request of any Owner, Operator shall provide
such information, records, and repons as necessary for such Owner to properly accomplish
required reports to government agencies and provide such other information, records and reports
relating to an Owner’s undivided interest in the System as may be requested. In this connection,
each Owner shall promptly notify Operator of any and all changes in or additions to reporting
requirements prescribed by governmental and regulatory bodies which come to their attention and
which will affect Operator s preparation of the reports covered by this Section 11 .5 hereof.

11.6 Cash Calls.

(a) Operator shall submit to Owners by the 12th day of each month a forecast of the
monthly cash requirements. Such forecast shall disclose separately the aggregate requirements lor
operating and capital expenditures by months for the next twelve (12) months and by Week for the
first eight (8) Weeks of said twelve (12) month period.

(b) Operator shall notify each Owner by telecopy or other appropriate means of
electronic communication on the last working day of each Week or Friday (whichever is earlier)
of the anticipated cash requirements for the next ensuing Week. Each Owner shall arrange to
deposit into Operator's designated account its share of such funds (as each Owner's share of such
funds shall be determined and adjusted from time to time by the Operator using appropriate
composite percentages and cash adjustments reflecting changes in actual expenditures between
Terminal Tankage facilities and System other than Terminal Tankage facilities in accord with
procedures approved by the Owners Committee hereunder) sufficient to meet Operator's cash
requirements and maintain Operator’s account at such minimum balance as shall be agreed to
between the bank and the Owners.

(c) Delinquent cash deposits by any Owner shall bear interest from the day such deposit
becomes delinquent and continuing until such delinquency is redressed at a rate of 125% of the
prime rate of interest of the Citibank N.A., 399 Park Avenue, New York, New York, on ninety-
day loans to substantial and responsible commercial borrowers as such rate shall change from time
to time, each such change to become effective on the effective date of such change of said Bank.
provided that if such rate of interest shall be unlawful under applicable law. then i*. shall be
reduced to the highest lawful rate. All interest paid by a delinquent Owner shall be paid to the
nondeliquent Owners in the proportions in which the nondeliquent Owners have provided funds
to meet the cash calls which delinquent Owners failed to provide. If any Owner shall be
delinquent for as much as thirty (30) days in any payment to Operator, Operator, as agent, and
for the benefit, of all Owners who are not deliquent, shall have, i addition to any other legal or

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558
equitable remedy available to the Parties, the right upon written notice to any shipper of such
delinquent Owner to have all payments to be made by such shipper under the tariffs of such Owner
covering its undivided interest herein to be made to Operator for application upon such Owner's
accounts; and such Owner agrees no shipper shall be required to determine whether proper
application is made by Operator of any payment made to Operator in accordance with this
provision. If, for any reason, Operator cannot collect such tariffs, Operator shall not accept any
shipments of Petroleum for the account of any delinquent Owner until such time as all delinquent
amounts, including interest thereon, have been paid in full.

11.7 Emergency Authority.

(a) Operator is herein authorized to make immediate commitments or expenditures up
to $10,000,000 without prior approval as necessary to:

(i) Prevent imminent escape of oil, liquids or hydrocarbon vapors from the
System.

(ii) Prevent imminent injury.

(iii) Prevent, curtail, minimize or otherwise mitigate imminent damage to the
environment or the property of Owners or third parties.

(iv) Prevent imminent failure or unplanned shutdown of the System.

(v) Restore the System to operating condition following any unplanned
shutdown or failure.

(vi) Comply with emergency orders of any governmental agency.

(b) Upon the occurrence of any such events, Operator shall immediately notify each
Owner by cable, telecopy, other means of electronic communication or telephone as appropriate
and later confirm by letter specifying the occurrence, the action taken, estimated expenditure, any
further action required, and such other details as may be required for reporting to local, state, and
federal regulatory agencies.

(c) None of the provisions of this Operating Agreement shall be construed to limit or
deny the rights of Operator to take actions or expend funds as provided in this Section 11.7.

11.8 Policies. Operator shall prepare and submit for approval by the Owners through
the Owners Committee Policies concerning, but not limited to, the following matters:

(a) Audit.

(b) Code of conduct/standards of professional interaction.

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559
(c) Compliance with right-of-way agreements, permits, laws and
regulations.

(d) Conflict of interest.

(e) Contingency plans.

(f) Contributions.

(g) Environmental protection.

(h) Organization and authority.

(i) Political activities.

0) Quality program.

_ .
• i * •" **><

, .5 ,/\ *
IN WITNESS WHEREOF, the parties have executed this Renewal and have agreed to its terms
and conditions as of the date first above written.

.53EPK __
UNITED STATES OF AMERICA

Nam/
-- - ;ÿ r. .
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V . . . Notary PnNk District of Columbia
BP PIPELINES (MÿSJÿINC My Commission Expires April 30.2005
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EXXONM( E COMPANY

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STATE OF

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THIS IS TO CERTIFY that on this day of Q 2003, before
me appears /rÿ6oÿg7~ A the *£3><
of Philips Trarssÿ»jtÿj"on Alaska, laf«rC successor to the TAPS ownership interest of Amerada
Hes* Pipeline Corporation who executed the foregoing Renewal and acknowledged voluntarily
signing the same on behalf of said corporation.

H-ataryPiÿhS
My Commission Expires: j
STATE OF ALASKA
NOTARY PUBLIC
Carol Kelly
c
STATE OF 1 My Commftsipn iupkei August; TS 2SQ*
) ss.

THIS IS TO CERTIFY' that on this
me appeared Alb.fYf
_ S~iKRtvÿ>ÿ*
,, the TW*»« dfcrvf
day of 2003. before
of BP Pipelines (Alaska) Inc. who executed the foregoing Renewal and acknowledged
voluntarily signing the s»T|£j*y?ctuilf of said corporation,

'iltmifc i\ £x&cds>t£v
Notary Public in and for the State of
f§ 5( NOTARY j P My Commission Expires;
1*\ PUBLIC/ % CommC9lcn &&m
t'fÿverrOarS. 200«

IfovlC#
STATE OF r ,_
n
_

(jlkAij. it
THIS
me appeared
of ExxonMobil
%£TÿMc
Pipeline
this ML
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Company who executed the foregoing Renews] and acknowledged
voluntarily signing the same on behalf of said cerporajipn,
> 2003, before

’ -Tvotejy
-gabd.
Public in and for me -State of
iAVERMEMiPORD My Commission Expires:
hi ***Afi***«*w*»
6 171
STATE OF

me .
THIS IS TO CERTIFY that on this
.reared 7ffr8E&#er.jQ*
v5
she
_ davo
VrajÿÿvW
of Phillips Tr&nÿpomtioo Alaska, IrkC who executed the foregoing Renewal and acknowledged
_
. 2003, before

voluntarily siting the same on behalf of said corporation,

NotaryXuJjlicin and for the S;iftc)of
My Commisaon
NOTARY PUBLIC .
Carol Kftlly
STATE OF /fjf& >' My CarertiKico tipams *DQIM 1 6 20Cj*

me appeared
THIS IS TO.CERTIFtthal on this
_
'ÿ.&AW....J&....U.££*#J!&..
•the
/J* day , _ --
2003, before
11-
of Unocal Pipeline Company who executed
voluntarily signing the same on behalf cf said
the foregoing Renewal and acknowledged

,-i
S&asy jrwbli? in a?«I for the Sude'of '"7v
__
* *-•$•
My Commission Expires: /* Y"#*f
LAMA* MfNOXXSA
Notcry jMOfc

STATE OF Htf.it UA*UA, > 9c SSote at rw
My Commission Expires: £ 3 ~ ':G**te4S
A#$. 01 vC ?
7
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Exhibit A w
H
< Exhibits A
3hal Federal M 1.£ t-i ni A-Fart li,
: JM i-? .«rv :ÿ ’W"; rs jI
4
•>. y l , . , ,s,. II
Amerada Hess Corporation, •t
#•
ARCO Pipe Line Company,
fr! Exxon
: 4 Pipeline Company,
tv.
Mobil Alaska Pipeline Company,
company
i«iit jKgStf!
jr iumj[/s ?i cuuidim

and :

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Agreement and Grant of Right-of-Way for Trans-Alaska
Pipeline
Thia Agreement and Grant of Right-of-Way shall employ all practicable meaox and
( hereinafter referred to us the ‘'Agreement”}* is measures to preserve and protect thn en¬
entered into as of this *23rd day of Jaftunty, I #74 vironment, ua provided in this Agree.
(hereinafter referred to ax the '‘Effective Date11), rnent.
by the United States of America, party of the first (2) Tins partic* ahall balance anviroomeatal
pert (hereinafter referred to ns the “tmiiad amenities and valuw with wxmoroic proe-
Staten”), acting through the Secretary of the In¬ ticalitiword technical capabilities, do ax
terior, andby to be 0,13latent with applicnble national

Araareda Hess Corporation, a Delaware policies. In «o doing. the partial tim.ll
Corporation, take into account, among other considera¬
ARCG Pipe Line Company, « Delaware tions. the following:
Corporation, (a) The benefit or detriment to par¬
Exxon Pipeline Company, a Delaware son*, property and the environ¬
Corporation, ment that nay be anticipated to
Mobil .Alaska Pipeline Company, a Delaware result from a proposed course of
Corporation. conduct;
Phillips Petroleum Company, a Delaware (b) The particular environmental,
Corporation, technical, and economical benefits
Soldo Pipe tone Company, a Delaware or detriments nwwonably expected
Corporation, and to float from a proposed counw of
Union Alaska Pipeline Company, a California conduct;
Corporation, (c) The effect on the enargy ureds of
parties of the second port (hereinafter sometimes the United States, including the
referred to as the “Original Pornuttecs”). possible effect* of » disruption of
Tbe parties hare entered into this Agreement national or regional oil supply,
taking into consideration the national authoriza¬ that may result from a particular
tion*. directive#, and policies expressed in ap¬ COURW of conduct
plicable legislation, including Section 202 of the <•1) Permittees, shall manage, supervtae and
Trans- Alaska Pipeline Authorization Act, 87 Scat. implement the construction, operation.
S84,ef*«f. (1878). maimftnaooe and termination of the Pipe¬
It iB the intent of the parties that, in the per¬ line System in accordance with sound
formance of this Agreement, the following prill’ engineering practice, to the extent
ciplee shall apply : allowed by the State of the art and the de¬
(l) In the- contraction ( Including, but not velopment of technology. In the sxamie
limited to. design), operation, mainte¬ ni then* functions, Permittees consent and
nance (including but ac* limited to a con¬ ahaii submit to such review, inspection
tinuing and reasonable program A end compliance procedures relating to
preventive maintenance) and termina¬ construction, operation, maintenance and
tion of tb# Pipeline System. Permittee* termination of the Pipeline System a*
•Mrta— r*r*» fcam* tetwai mU>( «r* deftMt r* «*!* other applicable authorization* THe

i 176
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i®ai ! ii!w«* 1I=£Ii4£1I
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brnrAm
I? rn 155 13 111 *Jill f I *
11ill*III i iJhii 4 *III i nil11 II
(
B- The cooporittire agreement attached Hereto riplbiri'
MumMI* *the»IbpcllUc:
fifty ***
(SO) (e« plus the a«u.u.-u<, 9*4 .sup. regret by lubsrctuu E
S
1-ro.ihil tveupjed by fWiW. imr hereof, >h» Kight-ef. Wey sbsll be u rtslir.sted on
S,.,r. Ibtt up <« M nKbblmg of/cno
Ti . • e_,f p . efter Ihc (far, ot Cufumiaicbinff of the Pipeline
(end, in U» of eny eriditi™. delsr.on Vr el-
nroy eppi, for, o«l lb, AMhoc>«d OSÿr »,y £££ of ,Ke Pipeline Wtsu,up the d«e of
JS* * m *ÿ Cemmieeiouieg. -iSu ou. hundred end eighty
teconfa
•' Tÿ1L'
*r.':the ruetwne o,ÿ2
,n in
far bnifiuding, .bet hw judg-
(Wl dey, XjaSgmM
the eddition, deletion or
A(lh„ÿ
elS.
m.
meet i »i sr |S« e. e.
*7 cer.tmn fully completed). Permute shall surrsy
eenttou ami mem!*uv« of tl* %&»
b«ter „d provl(t
, monum«,ta,:oo to locate end
eowntewe,, or to protect the enT.ronrn.nt or
pitDUfl ax y.
J Ry, tBd 51„:
proof of eonstrociioft of the Pipeline in accord¬
5. Location of RIght-of-Way ant* Truth the applicable regidotionB of the De¬
partment; (2) such documents of relinquishment
A. The site for each Construction Segment of of land not included in the modified Right-of-Way,
the Pipeline shsll be determined in awordaB<*i if any. as may be required by the Authorized Of-
with i he provisions of Stipulation 1.7. nrert fi) appropriate reference to applicaiitior
U After completion of constriction of the ip which requests were made for Right-of-Way
Pipeline within a particular Mapping Segment. widths greater than the normal limitations sped-
th» Vinkunl I-iiuls MiJijeet w the UIjrlit-of-Wuy feed in Sort inn 3 of this Agreement, mid appft.
shalt Wn the land •occupied hy the Pipeline and. ir. rations for modification of the Right-Of-Way
terms of surface (rwa«inu*ent. twotv-fiim (25) boundaries *« preuddH m suiwrtion D hereof;
feet on each aide of the Pipeline moasitrod from nnd (41 * map. *«r maps of wryey, prepared ti»
Its oMrenunot eetrrtnitiejL With rwqwct to Related such manner a» VhalJ be required \ry the Aathor-
Facilitiea, »h« xvUBh shall he twenty-fira (25) fart tied Officer, showing the final ‘‘a* built” location
iiroiuul the mrimeter of the Related Facility. of tha completed Pipeline, including the final lo-
r. Upon completion of ronatroettonof the Pipe- cations of all buried and above ground ixnprore-
line within a Mapping figment. M well a* menta, the centerline of the Riÿ»t.ofeWay. os
tlso liBuanrr of any authorization or directive that definitely tocated. and, referenced to the rentcrSino,
the Autlwriwi (jffioer «iay twuo in tteordaure tho boundaries of the Right of-Way, *A dtfttutely
with thfl provisions ot Section S hereof, Parmittew located. Each portion of the Pipeline as depicted
ihall. if directed by tha Authorised Officer, phys- on the said surrey map or maps, and for which a
ically mark ou the ground tlte proimsed bnuiwl- Notice to Proceed, Or an authorization, i»utd in
orireof cite Rigltt of- Way uteuf It locations and ih accordance with Stipulation 1.7.4.4 altering
such manner as is tcotp&abla to th« Authorized either the route or the initially approved location
( >fRcor. along tho route of the Kight-of-Way, hae been is*
D. Ac any time prior to the sixtieth (SOth) day uned. sliall be refere«c«d to the relevant Notice to
procwUnjx rite filing of tlte map* of survey os pro- Prooeod or authorization.
s
179
o
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llillllri 5 ft " ’3. §-<§;5 f ** £ o & I c ?! ~ j£§ "a ~ If r
o

i*$i st&F&lgfgjf s*?- rrlSlfl|j
Mpiiir iiffife i|f||#ir
iiPIW PI II
jpiii if|W fffMflr
fiiimifililf!III|{i|iM|ii II Itffilllfprlf Pi

180
llfll!!I||ll!i!| If III#
iMfite I m tm i mm st ii
barm or damage to the environment (ift- the Pipeline, for inspection or monitoring pur*
eluding bat not limited to areas of vepet*- poses and for any other purpose or mason that »
tiwi or Umber, fish or other wildlife popu* reasonably consistent with any right or obligation
lotions, or their habitats, or any other of the United States under any law or regulation.
natural resource). this Agreement, or any other agreement, permit or
(2) Provide adequate and appropriate means authorization relating in whole or in part to ail
and proced urts for the repair and replace- or any part of tha Pipeline.
truant of improved or tangible property B. Tÿie right* of SOCMS and entry reserved in
and the rehabilitation of natural rcoourot% subsection A of this Section shall extend to and be
(including but not limited to revegeta- enjoyed by any contractor of the United States,
tion, restocking fish or other wildlife j»op- any subcontractors (at any tier) of the contractor
utauoiu and nestebHahiftgtheir habitats} and their reapeetire agent* and employees, as wall
that shall bo seriously damaged or dr* as such other person*. as may bo designated from
strayed if the immediate cause of the Ume-Uvtim* in writing by th* Authorised Officer.
damagv or destruction sriaea in connect C There is reserved to the United States the
tion with, or results from, the construe- right to grant additional permits or 'M*jcnnnt*i for
tion, operation, maintenance or wmuna- rightaÿ»f-«»y to third parties for compatible uaw
tion at all or any part of the Pipeline on, or adjnooflt to, the. lands subject to the Right'
System. of-Way. Before tbo United States grants an *d-
(3) Provide for component and systems qual- dhaonal right -of -way or permit for a compatible
ity througli ndeqnats quality control man- two, the United State* wiil notify Permittees
ngeroeftt and planning, and inspection of its intention* and shall consult with Permittees
and t«c procedures*. before taking final action in that regard,
(ÿ) Anmce that the arieetiatt of Permittees’
cont roc tors, subcontractors and contract 12. Reimbursement of Department Expenses
purchases of materials and *nric« art X ahatl reunlmr* the United States
baaed open tha above quality control f<*. 4JJ munnable odmiftistrativo and other coats
tf00* •rW’ . • . heretofore or hereafter incurred directly or in*
W *"*& bv th, D,p«n*« for-. (!) prÿr*
SrSlbTSSlltÿf of «w by Permittees in connection with
the Pipeline System ; and (2) monitoring the con¬
tractors and subcontractor#. struction, operation, maintenance, and termination
(€) Maintain quality determination record* of all or any part of the Pipeline System, includ¬
on all of the above procedures to insure ing without limitation those portion* of the Sys¬
satisfactory data identification and tem that shall be located on State-owned lands.
retrieval. B. Subject to collection, receipt l* hereby ac¬
10. Compliance With Notices To Proceed
knowledged by the Department of the mm of
Twelve Million Two Hundred Fifty Three
All construction of. tha Pipeline System un- Thousand Seven Hundred Thirty and {XViOO
dertaken by Permittees shall comply in all respects Pollare (flÿ-VTSO) which has been paid to the
with the provision* of .Vottres to Proceed that are United ,St*u* by pertnlrtwu at the tiro* of axecu-
iwurd by the Authorized Officer. tion of thia Agreement. .Said sum represents the
amount of Uie costa referred to in syfeowxtcn A of
lL Reservation of Certain Rights to the thia Section, which were incurred by the Depart¬
United State* ment through September .10. 197*,
A. The United Sucre reserve* and shall have a C. Permittees shall hereafter pay to the United
continuing and rvammablo right of arc**# to any State* inch sums a* the Secretary ihull determine
part of the land* (Including tlm subsurface of, to be required to reimburse the Department forth*
and the air spore nbnve, such lands} that are sub* rosta, referred to In subsection A of this Section, in*
jret to : lio Rÿ'.t nf.Wnv. vnd x contir.umg and ettrred or to be incurred bv it subsequent to S*p-
tvasreinlAw right of pin Vu-al entry to any pare of tember SO, 197,1. Such payment* shall be made In

6
181
accordant-* with the provision* of subsection. F of subcontractor! relating lo the item* on in y par*
thi* Section. Ucukr statement that shall be submitted in ac-
D. Permittees acknowledge that the Depart¬ cordanc* with the jvrweduw outlined in Kateoetion
ment has employed or may employ one or more F of this Section, at the places where such book*,
independent consultant*, contractor* and svuicon- record!) and document* are uaually maintained and
tractors and also has utilised and may utilize per- at reaaonebla tunes; provided, funcexrtr, that writ¬
sonnet and wrrkea of other agencte* to assist It ten notice of a desire to conduct such an audit
with: (1) processing applications heretofore or must be given the Authorised Officer; (1) at least
hereafter died by Perroitteea in connection with fifteen (15) days prior to such audit; and (2) by
the Pipeline System; and (2) monitoring the con¬ not later than the seventy-fifth (75th) day After
struction. operation, maibtwianc* ahd termination the clou* of the quarter for which the books, rec¬
of th» Pipeline System. Before employing »ch ords and documents are sought to be audited ; and
consultant*, contractors, or eubcontractore, the protidod fvrtfur, that any such audita shall b«
Secretary aha)! notify Permittee? of such employ¬ completed within ninety (90) day* after receipt
ment and shall inform th* Permittees of the par- by Permittee* of the statement containing the
paw of employment, th* scope of the work to b* items to be audited.
undertaken, the duration of the employment and 3. Nothing herein shall be deemed to require
th* estimated cost thereof ; prpvidtd, Aowebrr, th* Department, ita bureaus or office*. or its inde¬
this notion requirement shall not limit th* author¬ pendent consultant*, contractor! and w boon trac¬
ity of th* Secretary to wuer into Agreement* with tor* to maintain boob, words or documents ocher
consultants, contractors or subcontractors. Cotta than those usually maintained by them, provided
incurred by the Department in connection with the that such books, records and documents reasonably
employment of consultant*, oantractors and sub¬ segregate and identify the ooeta for which reim¬
contractors and with respect to utilizing the per¬ bursement is required by this Section. Such books,
sonnel and wrrire* of other agencies shall ba »- records and documents shall bt preserved or caused
cloded in th* costa for which th* Department is to to bt preserved for a period of at least two (2)
b« reimbursed by Permittow und*r th* provuiecu years after the Department submit* a statement
of «ub« contractor*
of each quarter, th* Authnrired Officer ahall sub¬ or subcontractors under agrwmnnts whieh result
mit to Permittees a written statement of th* costa in costa for which reimburwmwit is required by
incurred by the Department during that quarter this Section, lueh audk* shall bo conducted by
which are reimbursable. independent certified public accountant*, it*ig-
Ci. Permittee*shill have th* right to conduct, at uated by Permittees. Prior to conducting any
their own expanse, reasonable audits by auditors such audit*, such accountant* sitsll confer with
or accountant*, designated by Perreitfcw, of th* the auditors auditing such consultants, contrac¬
books, records and documents, of the Department tors or auboontractara for the Department for
and of its independent, consultants, contractors and th* purpose of coordinating and expediting their

7
m-*u o- 182
I
Iff SnllsiiiNHsIji-:* I* si w**itl Illife1 il Ss* s I

183
llllliill ! Ui l li tllllllliililllffi
SHI 'iffll'l!ilillif
1
rfi
i !
«jri h i|
!!1l lliMPi
11 5 a sÿx«-IitIiIt Iillillililllil
i-I ° Hi Ills!
8 if
*1
Ibfiffi I itpitii! i fi r
fiMll!wiil li 0ii#lll®!l!
to observe any audit allowed by this subsection this Section, shall operate to preclude the United
and the Authorized Officer may have access to. Suites from asserting any claim for direct (as op¬
and the right to copy, the audit report prepared posed to consequential) momoy damages with re¬
by such accountants and furnished to Permittees. spect to the damage or destruction that was so
Any complaint which Permittees may have as a repaired or replaced.
result of any audit under this subsection shall be C. Except to tha extent that a claim by the
made only to the Authorized Officer and shall be United States for money damages against any one
governed by the proceduro set forth in subsection or more of the Permittees shall be barred in ac¬
J of this Section, to the extent applicable. cordance with the provisions of subsections A and
B of this Section, Permittees shall be liable to the
13. Damage to United States Property; Repair, United States, with respect to improved or tangi¬
Replacement or Claim for Damages ble property of the United States, whether real,
personal or mixed, that is damaged or destroyed
A. Subject to the provisions of subsection C04 in connection with or resulting from activities
(a)(2) of the Trans-Alaska Pipeline Authoriza¬ along or in the vicinity of the Right-of-Way in
tion Act, at the written demand of the Authorized accordance with the provisions of Section 204 of
Officer, Permittees: the Trans-Alaska Pipeline Authorization Act.
(!) shall repair or replace promptly, to the D. In the event that a Permittee shall be liable
written satisfaction of the Authorized to the United Stated for any damage, destruction
Officer, all improved or tangible property or losa of improved or tangible property of the
of the United States, whether real, per¬ United States whether real, personal or mired, tho
sonal or mixed, that has been seriouily collection by the United States of money damages
damaged or destroyed and is included in on account of the particular loss, damage or de¬
the demand, and struction, shall to the extent collected operate to
(2) shall rehabilitate (including, but not preclude the United States from enforcing the
limited to, revegetation. restocking Hah provisions of subjection A of this Section with
or other wildlife populations and reestab¬ respect to such Ion, damage or destruction.
lishing their habitats), to tha written
satisfaction of tho Authorised Officer, 14. Indemnification of the United States
any natural resource that shall be seri¬
ously damaged or destroyed, A. Permittees shall indemnify and bold harm¬
less the United States, its agents and employees,
if the immediate cause of the damage or destruc¬ against and from any and all liabilities or dam¬
tion arises out of, is connected with, or results ages of any nature whatsoever which the United
from, tha construction, operation, maintenance or States, its agents, employees, contractors or sub¬
termination of all or any part of the Pipeline contractors { at any tier) become legally obligated
System : providtd, hovtvtr, that Permittees shall to pay, and which arise out of, or are connected
not be obligated to repair or replace any property with, any one or more of the following: (1) the
or to rehabilitate any natural resource that was construction, operation, maintenance or termina¬
damaged or destroyed: (a) by an act of war or tion of the Pipeline System; (2) the approval (as
(b) solely by (i) the negligence of the United distinguished from the ordering of a modification
State* and/or (ii) the negligence or willful mis¬ pursuant to Stipulation 1.3.2.) by the United
conduct of Person* who are authorized to enter States, its agents, employees, contractors or sub¬
upon, use or occupy the damaged property or anas contractors (at any tier), of any design, plan,
pursuant to any Federal tease, permit, or other Construction Mode, construction or research per¬
written authorization that is issued for any use or taining to the Pipeline System or any part thereof ;
purpose other than in connection with the cen- or (3) the physical entry by any Person upon, or
*t racoon, operation, maintenance or termination the use or occupancy by any Person of, any Fed¬
of the Pipeline. eral Land that is the subject of any use or nght
B- The repair or replacement by the Permittees which is granted or afforded to Permittees, or to
of any improved or tangible property of the their respective agents, employees, contractors or
United States, as provided for in subsectoon A of subcontractors (at any tier) in connection with the

9
184
Pipeline System : proruieui, Wfrff, that th* pro- thereof). Mid may or may not directly or ihdi-
visions of stem* (l) nod (3) of this Section shall rectly n«n a legal or beneficial interest in the Per-
not be deemed to spply to liabilities or damages! onttee whoee liabilities and obligations are sought
that are caused :{a) by an act of war ; or (» solely to be guaranteed. In the case of multiple guaran¬
ty ( i) the neghgenca of the Umtod States, and/or ttrs that are acceptable to the Secretary, each shall
(il) the negligrrvoc or willful misconduct of an be severally liable for only its proportionate share
agent, employee, contractor or subcontractor (at of any sum or payment covered by the guaranty.
any tier) of the United States not acting within tho C. Each guaranty shall be satisfactory to the
scope of his authority or employment, and/or (iii: Secretary in ail respects Including, without l}ml-
the negligence or willful misconduct of persons tation, the form and substance of the guaranty,
vhoare authorised to enter upon, uaeorooeupy the the financial capability of a proposed guarantor,
damaged property or areas pursuant to any Fed- the availability of such guarantor to service of
*r*i lease, permit, or other written authoriiation process, the availability of the as»otsof such gunr-
tliat is issued for any use or purpose other than In antor with respect to tho enforcement of jutlg-
oonneetroo with tli* construction, operation, main- meni* against tli* guarantor, and the number of
ttnance or termination of the Pipeline Systenu gnsraivtore that will I* ntowsary to guarantoo all
B. Permittees shall be notified in writing of any of the liabilities and obligation* which will be
claim for which indemnity under the provisions of covered by a particular guaranty; provided, Aov-
this Section is sought, and such claim shall not be nwr, that the Secretary shell not unreasonably
compromised without the written ooneant Of Par- withhold his approval with respect to «. guaranty
rmttees, which consent Permittees agree shall not or guarantor,
be untaaBonablr withheld or delayed. D. The Secretary rhall have the right at any
C. The regulations of tha Oeoartmant relating time, and from tune to time, to require the xsb-
to indemnification of the United States »gainst statution and dalivery of a new form of guaranty
any liability for damages to life, person or prop- in the event that so outstanding guaranty Is held ''sar*
erty arising from the occupancy or u»e of the lands to be invalid or usenforceabl*. in whole or in
under a right-of-way (4S CFK 2301.1-5if] part, by a court of competent jurisdiction or, that
(1972)) shall not be applicable to this Agreomonc cha controlling law shall, by statute of judicial
decision, be » altered as to impair, prevent or
15. Guaranty nullify the enforcement or exercise of any right or
"P**0“ ,l>' ««•
.
A. Upon win* notifed b, th, SKI.UX, to do
», KCH ParmiUM .hall a» to bo d«li/««l
Ih. 3KKUT7 v,W ud unconditional *oar,My
of th. lull xU
»
timclj papiutt of ,11 li.6ilUiK.ad
!***
?"***
W
“* £“"*».<“>“?> **"
«*ÿ]* '•****"
« ,1"11
ovUM.line
”•
f"“
o«i*atiow of th. P.mAt» to the Cniwd State.
und,r or in oootwetion with this Amaaeit ot
10
“'“/ “if' ‘“’ff
aoj other tgrmm. potout or aStoritKitat “"“f*“• »ÿ*««
fWgf
/*«W. that th,
*«“ f
lbu “f
to b. W or tpnntod to tb. PtantitM. b, tb.
SKWttry th« r5«« <* *n tht
um? »'
flff “ hat, d»tiv.rwl. or are“ re,u>r,d
in who), or in part to aD or
,ob«*t.uon to
part of tho Plptlioo Srttom.
Kaj
B. It j. that a propooof
*u«ÿr .UK b. «com„=„d t, rush

indiridcal partnor th«»f). an oaoc»Uon that n
authorised and empow,n»d to sue and be sued and
Juil tododa.n uppomlownt
for arriQf oi proceati tllJll b to the
to hold the title to property in Hs own name (or Sacrotary.
an individual associate thereof), a joint stock
company that is authored aud empowered to sno 16. Laws and Regulations
and be sued and to bold the title to property in its A. Permittees, and each of them, shall comply
own name (or any individual participant therein) . with all applicable Federal law® *nd regulations,
or a business trust (or an individual settlor existing or hereafter enacted or promulgated.
10 185
B. In any avent, Permittees, and each of them, quired by the provisions listed in subsection B of
shall comply with: (1) all regulation* hereafter this Soctiou, tho United States shall have the right.
promulgated to implement the Trans-Alaska Pipe- but not the obligation, to perform any or all of
line Authorization Act, tuid (2) all applicable such actions at the sole expense of Permittees Prior
regulations hereafter promulgated to implement to tlm deli very of any such demand, the Authorized
Section 28 of the Mineral Leasing Act of 1020. an Office shall confer with Permittees, if he deems
amended. it practicable to do so, regarding the required
action or actions that are included in the damand.
17. No Right of Set Off The Authorized Officer, following the procedure
outlined in subsection F of Section 12 hereof, shall
A. With respect to any sum now or hereafter submit to Permittees a statement of the expensas
owing, or claimed to be owing, to the United States incurred by the United States during the preced¬
and that arises out of or is connected m any way ing quarter in the {lerformarice by the United
with the. construction, operation, maintenance or Stalls of any required action and, in tl*c absence of
termination of all or any part of the Pipeline Sys¬ a dispute, the amounts shown to be due on each
tem, Permittees, and each of them, shall not act such statement shall he paid by Permittees in ac¬
off against, or otherwise deduct from, any such cordance with the provisions of the 6aid last men¬
sum: tioned subsection. If any one or more of the Per¬
( 1 ) Any claim or j udgment for money of any mittees shall dispute the amount of any item in
one or more of the Permittees against the any statement that shall be rendered in accord¬
United State* not arising out of the con¬ ance with the provisions of this Section, the pro¬
struction, operation, maintenance or ter¬ cedures outlined in subsection J of Section 12 shall
mination of all or any part of the Pipeline apply with equal force and effect to any such dis¬
System; pute. Permittees may dispute whether the work in¬
(2) Any claim or judgment for money of any volved an action required by a provision listed in
one or more of the Permittees against the subsection B of this Section, whether Permittee*'
United States chat arista out of the con¬ failure or refusal to jicrform any such action was
struction, operation, maintenance or ter¬ justified, as well as the reasonableness of the speci¬
mination of all or any part of the Pipe¬ fications for. and the cost of. such work.
line System, if the sum now or hereafter B. Required Action (In General) and Refer¬
ence :•
owing, or claimed to be owing, to the
United States is or shall be for any sum
or charge required to be paid to the
Survey, map and mark Che Right-of-War
Sec. 6. —
United State* pursuant to Section 8, Sec¬
tion 12 or Section 18 hereof; or
(3) Any claim or judgment for money of any —
Repair, replace, rehabilitate property and
natural i naoums Sec. 13.
Discharge liens—Sec. 10.
one or more of the Permittees against the
United States that arises out of. or pursu¬
ant to, any statute administered by any
department or agency of the United
States oilier than the Department.
Abate any condition causing or threatening
to cause a hazard, harm or damage Sec. 24.
Provide emergency aid—Sec. 30.
Provide an archeologist to perform certain
—
duti Stip. L9.
18. Right of United State* To Perform
A. If. after thirty (30) days, or in an emergency
——
Remove improvements and equipment and
restore land Slip. 1.10.1.
Put areas "to bed" Stip. 1.10.2.
Protect certain improvements; remove ob¬
such shorter period as shall not be unreasonable,
following the making of a demand therefor by
the Authorized Officer, in the manner that b pro¬ —
structions; repair damage to public utili¬
ties and improvements Stip. 1.11.
Regulate public access—Stip. 1.12.1.
vided in Stipulation 1.6 for giving written notice*
Permittees, or their respective agents, employees,
contractors or subcontractors (at any tier), shall
fail or refuse to perform any of the actions re-
—
Provide alternative routes for roads and
trails Slip. 1.12.2.
•••s«e." refors to Stations of Ibis A*t**m*fil “Stlo." ftftn
tb« Stipulation*, actnebod as Exhibit 0 hereto.
:o

11
186
—
Proride public crossings Stip. 1.12.3.
Screen, filter, suppress electronic devices—
Stip. 1.13.1.
that results from any failure or refusal on iu part
to pay or satisfy any judgment or obligation that
arises out of or is connected in any way with the

—
Post the Right-Of-Way against hunting,
etc. Stip. 1.14.1.
Restore survey monuments, etc.—Stip. 1.135.
construction, operation, maintenance or termina¬
tion of all or any part of the Pipeline System.
B. However, Permittees shall prevent the fore-

—
Take measures to protect health and safety ;
state hazards Stip. 250.
—
Provide for environmental briefings Stip.
closure of any lien against any title, right, or inter¬
est of the United States in said lands.
C. The foregoing provisions of this Section shell
2.1.1.
—
Remove waste Stip 25.6.2.
Stabilize disturbed areao—Stip. 2.455.
not be construed to constitute the consent of the
United States to the creation of any lien against
Federal Lands or to be in derogation of any pro-

——
Rempve temporary fill nunps—Stip 2.4.35. hibidon or limitation with respect to such liens
Seed and plant disturbed areas Stip 2.4.4.1. that may now or hereafter exist.
Dispose of excavated material Stip. 2.4.5.
Provide for uninterrupted movement and safa 20. Insolvency
passage of fisli—Stip. 25.1.1. If at »ny there shall be filed by or

——
Screen pump intakes Stip. 2.5.I.2. against anv Permittee, or anv guarantor fur-

—
Plug, stabilize abandoned water diversion
structuree Stip 2.5X3.
Constroct levees, etc Stip. 2.5.I.4.
Construct new channels Sup. 255.2.
nblhing * gÿnty » accordance with the provi-
wons 0f Section 15 hereof, in any court of com-
potent jurisdiction, a petition in bankruptcy or
insolvency or for reorganization or for the ap-
Protect Fish Spawning Beds from sediment; pointment of a receiver or trustee of all or a por-
oonstruct settling basins—Stip 2.5.25.

2.55.4.
— —
Repai r damage to Fish Spawning Beds Stip.
tion of the Permittee’s or such guarantor's
property, or if any Permittee, or any such
guarantor, makes an assignment for the benefit

—
Assure big game passage Stip. 2.5.4.L
Remove certain debris Stip. 2.75.5.
Dispose of slash (where u otherwise di¬
of creditors or takes advantage of any insolvency
art, and. in the case of an involuntary proceed¬
ing. within sixty (60) days after tho initiation
rected.”)—Stip- 2.7.25.
Take certain mitigation measures Stip.
— of the proceeding the Permittee or such guaran¬
tor fails to secure a discontinuance of the pro¬

— —
2.8.1. ceeding, the Secretary may, if the Secretary so
Restore disturbed areas—Stip. 2.12.1. elects, at any time thereafter, declare such to be
Stabilize slopes Stip. 2.125. a breach of this Agreement by the Permittee or,
Dispose of certain materials Stip. 2.12.3, in cases involving a guarantor, the Permittee for
Stip. 2.12.4. which the guaranty was furnished,
Remove equipment and supplies—Stip. 2.12.5.
Clean up, repair, if Oil or other pollutant is 21. Breach ; Extent of Liability of Permittees

—
discharged—Stip. 2.14.4.
Inspect welds Stip. 35.2.3.
—
Inspect Pipeline System construction Stip.
3.25.4.
A. The liabilities and obligations of each Per¬
mittee under this Agreement are joint and several
except that the liabilities and obligations of each

—
Perform seismic monitoring Stip. 3.4.25.

——
Construct stilling basins ; stabilize pool sides.
Stip. 3.65.1.
Permittee are several under the following Sec¬
tions: 2.D (Purpose of Grant; Limitation of Uae
to Permittee*), 3 (Transportation of Oil), 8 (Use
Charge for Right-Of-Way), 12 (Reimbursement
Provide Oil spill containment structures of Department Expenses), 13.C (Damage to
Stip. 3.11.1. Stip. 3.115. United States Property; Repair, Replacement or
Claim for Damages), 14 (Indemnification of
19. Liens
United States). 15 (Guaranty). 18 (Right of the
A. Each Permittca shall, with reasonable dili- United State* to Perform). 19.A (Liens), 20
gr-w-e. discharge any lien against Federal TAMS (Insolvency). 22 (Tnuwfar), 32 (Release of

12 187
Right-of-Way), 33. ft And 3.TC, to th* extent that for tbo Srcrvta ry's written consent to tbe Trans-
performanca may b* required by **$ than all of tb« for by ftling with the Secretary all documents or
Permitted (Agreements Among Permittees), «ÿ, other informit ton that may bo required by law or
(Acres* to Document*), 41 (Authority to Enter regulation, this Agreement or sny other «grao-
Agreament), Stipulation 1.4 i Common Ageot), meat, permit, or authorization of the United
and Stipulation 1.10.1 (Completion of Use} : pro- Situs relating to the Pipeline System or any part
re'rfad, hoveeen that M to any obligation to pay thereof and, upon request (ran the Secretary, ouch
money to the Halted States, each such Permittee other documents and information as may be role*
shell not be liable for any greater portion thereof rent to the Secretary's determination.
than on amount which is equal to the product of D. Before the Secretary acta in connection with
the total obligation or liability when multiplied an application for hi* consent with respect to the
by a fraction, the numerator thereof being the in- Tran*fcr of an interest in the Right of Way. the
dividual PormictaeV interest in the Right-ofAVay Transferee shall demonstrate, to the satisfaction
at the time of the breach (such interest being ex- of the Secretary; thattho Transferee is capable of
pressed as * peivenuga for purposes of the nu- performing eJl of th* liabilities and obligations of
merator). and the denominator tberof being th* the Transferor relatiag to tli* interest to bo trans-
aggregat* of all of the interacts ic the Right-of- , ferred. in ooMidaring an application for such con-
Way thne were held by all of the Permittees at the * the Secretary ihsfl male* a determination. in
tiro# the obligation become* due and payable (the accordance with Section $$()) of ths Mineral
ogjrrefrat* of such intercut being expressed on a Act of 1920. as amended, concerning: (1)
|m*QyUgv for purpose*, of Ac denominator). tha technical capability of the Transferee, and i. U j
tho financial capability of the Transferee, or of the
22. Transfer Transferee together withy if any, its proposed

Secretary, Transfer tn whole or in part any righfi, transferred
M* OT inur« in thb o, »
tw*“t
.ml ..
“> «•
fwrt«Sÿtti7<#
(ttttnur
-«»»
« =>“
Tnn*<*
or goÿotor.

tec: ,-HUWM. liwiwr. that oothilutu.lhi.nb- <* > *h»caon -h«, .pply.oe for th. COMCOI
section shall be deemed to prohibit, or to limit in
acr oar, th. cxercifl. of »nr riÿht or option of the
0

. "P*
... .,
rt.il not unreasonably with-
CoitcU Sutre uhder Senior. 20 of thia .tÿrecmcM. W* "* J"*"1 <•f P twl
C With irepM to any Tre«f*r thtt rtall re- WWW* or h* Mlls'r‘t *•«» Tr*“
“p
late to this or the Right-Of-Way, the
Transferor, tbn Transferee and the guarantor or (l) At the time of, or before, the consumma¬
guarantors, if any, of r.h* Transferea shall apply tion of the Transfer, there shell hare oc*

13
188
curred any breach, by the Transferor or H. The Sec retan,’ shall consent to the Transfer
any predecessor of the Transferor, of this of an interest in the Right-of-Way between:
Agreement or of any other agreement, (1) Any of the Original Permittees, their
permit, or authorization relating to the Affiliate* or any of them, or
Pipeline System that the United States (2) One or more of the Original Permittees,
may make with, issue to, or grant to the their Affiliates or any of them, and a cor¬
Transferor, and that was not cured to the porate Transferee, all of the outstanding
satisfaction of the United States before capital stock of which Transferee at the
the consummation of the Transfer, or time of the Transfer is owned by one or
(8) With respect to Transfers other than more of the Original Permiltem or their
thoee referred to in subsection H of this Affiliate*, or
Section, the Transferee, or the Transferee (3) One or more of the Original Permittees,
together with, if any, it* guarantor or their Affiliates or any of them, and a part¬
guarantors as approved by the Secretary : nership consisting of two (2) or more of
(a) is not, or are not, capable, in the judg¬ the Original Permitte« or their Affili¬
ment of the Secretary, of performing all ate*;
of the liabilities and obligations of the
Transferor relating to the right, title or provided, that the Transferor or Transferee »re
interest to be transferred, or (b) shall re¬ not in breach of this Agreement; provided fur¬
fuse to allow an audit and/or inspection ther, that all applicable laws and regulations in
as provided for in subsection E of this effect at the time of Transfer are complied with;
Section ; or provided further, that the application for any
(3) Applicable laws and regulations in effect such Transfer be filed with the Secretary within
at the time of a Transfer shall not have eight (8) years of the Effective Date hereof or
been complied with by the parties to the prior to completion of construction of the Pipe¬
Transfer. line at its maximum design capacity (i.e. approxi¬
mately two million ( 2,000,000 ) barrel* per day)
G. A Permittee seeking to be divested in whole whichever shall first occur; and provided further,
or in part of its right, title, and interest in and to that no substantial reduction in the financial
the Right-of-Woy and this Agreement in connec¬ worth of the Transferee (or its Parent), or of the
tion with a Transfer shall be released from its Transferee (or its Parent) together with its
liabilities and obligations (accrued, contingent, or guarantors, if any. has occurred since the date the
otherwise) to the United States under this Agree¬ Transferee (or its Psrent) acquired it* original
ment to the extent and limit that the Transferee interest in the Right-of-Way.
issumea unconditionally the performance and ob¬
servance of each such liability and obligation, pro¬ 23. Port Valdez Terminal Facility
vided: A. Tb* provisions of this Section shall apply
(1) All of the provisions of this Agreement to the construction end operation of the terminal
with respect to the approval or disap¬ facility of the Pipeline System located at Port
proval of the Transfer have been fully Valdez, Alaska.
complied with to the satisfaction of the B. Permittees shall maintain and operate a
Secretary ; waste-water treatment facility in conjunction with
(2) The Secretary has consented in writing to the terminal facility at Port Valdex. AJ1 odly-
to the Transfer: and water (including, but not limited to, discharge
(3) Thereafter the Transfer and the attend¬ from fuel tanks, cargo tanks, ballast tanks, and
ant assumption agreement, if any, are in bilgva) discharged from any tanker or other sea¬
fact duly consummated on the basis of going, bulk Oil carrier (hereinafter referred to
the document* previously presented to the as * “Vessel’’) loading at or from the terminal
Secretary for his review, and the Secre¬ facility shall be received and treated by said waste-
tary is so notified in writing by the par¬ water treatment facility. Water discharged from
ties to the Transfer. the waste-water treatment facility shall not oon-

U
189
- a taipitiiu 4*

Mli$r iin P wltfli fiil
M
iijitef
itI!H?BI IIIIit
lii{i-f i|j|
Iwslil Irsi
tffllfil Umm
lll'tifl&lllllilis
§ * Iff f *
2Z *ls.?e
? SJg' i-1® -S.
PPKWmtMSitolte
ti x

* fMillfiimw>h Pill If
&*mm §

190
uht 3iHff lit
&iliM flbiiMillrPif ;iM *f r i fi 111
Hlillfi trtlfi If f*S l»l« ill I li I fit
I
j; fiMMii M Winmn *$

191
v K|f|B5i!li!*>"N ilif*
-i( ilumiUslife
P piSiil 111 it- il i |1!
liilitlyÿlis? fi? 111111*111* -Uni
mm ppu Mpufi pfipu im
lliipp mm MilU
s i 2 a a»
8 S
c.
amount of ballast water discharged on each occa¬ 25. Temporary Suspension Orders of
sion, the amount of other oily water discharged on Authorized Officer
each occasion, and the amount of Oil that was
loaded on each occasion from the terminal facility. A. The Authorized Officer may at any time
order the temporary suspension of any or all con¬
J. Permittees shall retain, for an appropriate struction, operation, maintenance or termination
period, as prescribed by the Authorised Officer, all activities of Permittees, their agents, employee*,
documents furnished to Permittee* pursuai t to contractors or subcontractors ( at any tior) in con¬
subsections E and F of this Section and the books nection with tha Pipeline System, including but
and records specified in subsection I of this Sec¬ not limited to the transportation of Oil, if in the
tion; and the Authorised Officer shall have access j udgment of the Authorized Officer :
thereto at all reasonable tunes for the purpose of (1) An immediate temporary suspension of
inspection and copying. such activities is necessary to protect : ( a)
K. Permittees shall comply with all Federal, public health or safety (including, but
State and local laws and regulations existing or not limited to, personal injury or loss of
hereafter enacted or promulgated affecting in any life with respect to any Person or Per¬
manner the construction and operation of the sons) ; or (b) the environment from im¬
terminal facility. If any such law or regulation mediate, serious, substantial and irrepar¬
governs specifically any particular requirement able harm or damage (including, but not
or standard that is prescribed in this Section. Per¬ limited to, harm or damage to areas of
mittees shall comply with the requirement or vegetation or timber, fish or other wild¬
standard established by such law or regulation life populations, or their habitats, or any
and, so long as compliance is required, Permit¬ other natural resource) ; or
tees shall be relieved of any obligation to comply (2) Permittees, their respective agents, em¬
V£££P with the particular requirement or standard of this ployees, contractors or subcontractors (at
Section that is governed by such law or regulation. any tier) are failing or refusing, or have
failed or refused, to comply with or ob¬
24. Duty of Permittees To Abate serve: (a) any provision of this Agree¬
ment necessary to protect public health,
A. Permittees promptly shall abate, either com¬ safety or tha environment; or (b) any
pletely or, as the case may be. as completely as order of th* Authorized Officer imple¬
possible using their best efforts, any physical or menting ar.y such provision of this Agree¬
mechanical procedure, activity, event or condition. ment or of any other agreement, permit
existing or occurring at any time: (1) that is sus¬ or authorization chat shall have been duly
ceptible to abatement by Permittees, (2) which approved, issued or granted by the Secre¬
arises out of, or could affect adversely, the con¬ tary in connection with all or any part of
struction, operation, maintenance or termination the Pipeline System.
of all or any part of the Pipeline System, and (3) B. The following shall be applicable to any tem¬
that causes or threatens to cause: (a) a hazard to porary suspension order that may be issued in
the safety of workers or to public health or safety accordance with the provisions of subsection A of
(including but not limited to persona) injury or this Section, if th* order would have the effect of
loss of life with respect to any Person or Persons) , suspending (1) operation of the entire Pipeline,
or (b) serious and irreparable harm or damage to (2) transportation of Oil through the Pipeline,
the environment (including but not limited to (3) operation of the entire Valdez terminal
areas of vegetation or timber, fish or other wildlife facility, or (4) construction of an entire Con¬
populations, or their habitats, or any other natural struction Subdivision:
resource) (a) If the order is issued in accordance with
B. Permittees shall cause their respective subsection A(2) of this Section, the Au¬
agents, employees, contractors and subcontractors thorized Officer shall transmit a copy of
(at any tier) to observe and comply with the fore¬ the order, and a preliminary report with
going provisions of thi* Section. respect Co the order, to the Secretary

J7 192
within aix («) hours after the order h« G. Any temporary wspeasion order that is
bten timed and, thereafter, the Author* given or usood in accordance with this Section
i»d O Aker's report and the order will shall
be reviewed promptly by tho Secretary ; 34ii.
> subject to the provisions of Stipulation

provided, kowtvrr, that nothing herein 25, Appeal Procedure
shall retjalrt the Secretary to take any
action following toch review; or /'cm Temporary Sutpemion Order*
(b) If the order it to ba issued in accordance °f Aÿ-oriptd Officer; Appeal* from Denial*
with subsection A (3) of tliis Section, the °f Rwmption of Suspended AetMHte
Autloorized Officer shall not awt the (i) Permittees may appeal directly to the Sec-
order unices and untU the Secretary givea retary: (a) any temporary suspension order is.
to the Authorized OAcer the Secretary's sued by the Authorized Officer pursuant to Section
prior written approval with reaped to & of tint Agreement; and (bj any . the Secretary shall decide, the appeal within
writing, as provided for in Stipulation I.A2. Each thirty (30) days from the data Permittee*’ appeal
written order or written confirmation of an order i* perfected. If the rkcretary does not reader a
shall net forth the reason* for the suspension. Each decision within that time, die appeal shall ba con*
temporary suspension order shall be limited, in. v. tiered to hare been denied by tha S*rret*ry, and
sofar as is practicable, to the particular area or »ueh denial shall constitute the final administrator*
activitv that is or may be affected by tha activitia* dacimon of the Apartment.
or conditions that are the basis of the order. Each Y
W for any decision that may be made
order shall be effective as of the data and time h>' ** beervtary after his review as provided for
:n

-
given, unless it ejwcifi* otherwise. Each order of 5601lon 25 l"PW<* »n?
»W1 miiR in Ml font uninfect until moliiW »< tl» Sjnmcy, with mpect to «ny cppccl
or twrokM in writing b,fa
the Secretary.
ft*#* 0B«r gf £SSS ZXSffiB
administrative decision of tha Department.
F. Resumption of any suspended activity shall
be promptly authorized by the Authorized Officer Sÿped\ted Appeal*
in writing when he is eatisfied that (1) tha harm (1 > Permittee* shall be antitiad to an expedited
or threatened harm ha* been abated or remedied, appeal to the Secretary from any temporary tut¬
or (8) Permittees have effected, or are ready, will- pension order, or order denying resumption of sow¬
ing and ebk to effect compliance with the prori- pended icriritit* (except any refusal to issue a
jinn or order, whichever is applicable, ffotico to Proceed or the imuar.ee of a Notice to
193
1ft
I
li ijii IIf mm
iill
lijill!
!¥*f
in
!ia i » fpHiIi
i s«ll limit
1 SIM? iff ti'UtUml
Hflif
S s
! P f fit fl gil u !l|»! tjtMffU
Itjfl ft ii SK I f||ft t i f Ir! H m\\
194
siWlt lirfiBiiifiiHii1 snii
promulgaled by the Secretary to impiwaejBt this winded, sad rule* and regulations and
provision, r**e rant ocdere of
the Secretary of Labor.
B. Permittees agree that, during the period of (5) Permittee* will fumiah all information
construction of the Pipeline System and for «w and report* required by Ezecutira Order
long a* the Pipeline System, or any portion JJTov 11246 of September 24, 1966, as
thereof, shall be in operation, or for so long as amended, and by the nilaa, regulations.
thia Agreement shall bt» in effect, whichever ia the and orders of the Secretary of Labor, or
longer: pursuant thereto, and will permit aura*
(1) Permittee* will not discriminate against to Permittee*' books, record*, and ac¬
any employee or applicant for employ¬ count* by the Authorized Officer and the
ment because of race, color, religion, sex, Secretary of Labor for purpose* of in¬
or national origin. Permittee* will take vestigation to ascertain compliant* irjeh
affirmative action to ensure that appli- 8twh rules. regulations. and orders.
ran in are omployvd, and that employee* (6) In the event of Pcrmittew‘ noncompli*
are equally treated during employment, ante with thia equal opportunity danse
without regard to their race, color, reli¬ or with any of said rata, regulations or
orders, this Agreement may he terminated
gion, «x, oar national origin. Such action
shall include, but sot be limited to the or wrpendud in whole or b part by tht
following: employment, upgrading, de¬ Secretary, in aooordance with she pro
motion, or transfer; recruitment or re¬ msons of Section 403 of the Act of No¬
cruitment advertising; layoff or termi¬ vember 16. 19T8, 67 Seat 590 -:i&73) and
nation; ratoa of pay or other forma of in th* manner provided in Section SI
oorepensaticn; end selection for train¬ hereof, and Permittees may be declared
ing, including apprenticeship. Permittee*
ineligible for farther government con¬
agree to poet is oonapicuou* place*, avail¬ tracts in accordance with procedures au¬
able to employees and applicants for thorized in Executive Order No, 11216
employment, nolle** to be provided by of September 24, 196ft, as amended, and
tha Authorized Officer netting forth tha such other sanction* may be imposed and
provisions of this equal opportunity remedies invoked as provided in Execu¬
clause, tive Order No. 11246 of September $4,
(2) Permittees will, in all solicitations or ad¬
1966. as amended, or by rule, regulation,
or order of tha Secretary of La ho?, or as
vertisement* for wnpioym placed by nr Mhenvbui provided by law.
on behalf of Pemiveaa, state that all (7) Permittee* will include the provisions of
qualified applicants will receive cocunder- an equal opportunity claim as established
ation for employment without regard to by regulation of the Secretary in every
me*, color, religion, mu, or national
contract, subcontract or purchase omer
origin. unless r-xtmpud so that such provisions
(3) Permittees w»JQ sand to each labor union will be binding upon each contractor, sub¬
or representative of workers with which contractor fat any tier) or vendor. Pee-
Peraultert hate a collective bargaining mi tiers will takesuch action with respect
agreement or other contract or under¬ to any contract, subcontract, or purchase
standing, a notifx. to be provided by the order as the Authorized Officer may direct
Authorized Officer, advising the labor as a means of enforcing such provisions
union o* workers' representative of Per¬ including sanction* for noocorapllence:
mittees' commitments under this equal providedÿ htnstrtr, that in the event Per¬
opportunity clausa and shall poat copies mittees become involved in or are threat¬
of the notice in conspicuous places avail¬ ened with litigation with a contractor,
able to employ*** and applicants for subcontractor fat any tier) or vendor as
wnployment- a result of such direction by the Au¬
(4) Permittees will comply with Exwati** thorized Officer. Permittees may request
Order No. 11246 of September 24. 196!!. ofl the United States to enter into such lrti-
20
195
gntion to protect the intervals of the not permit Permittees’ employees to perform their
United Stews. sendees at any location, under Permittees' control,
Permittees furthor agree thet they will be bound where Segregated Facilities are maintained. Per¬
by the equal opportunity clause (Le., subsections mittees agree that a breach of this certification is
(1) through (7) of this subsection B) with re* a violation of the equal opportunity clause of this
speet to their own employment practices when they Agreement, As used in this certification, the term
participate in federally assisted construction work. “Segregated Facilities” means, but is not limited
C. Permittees agree that they will assist and to, any waiting rooms, work areas, rest rooms, and
cooperate actively with the Authorized Officer wash rooms, restaurants and othar eating areas,
and the Secretary of Labor in obtaining the com¬ time clocks, locker rooms and other storage or
pliance of contractors and subcontractors (at any dressing areas, parking lots, drinking fountains,
tier) with the equal opportunity clause and the recreation or entertainment areas, transportation,
rules, regulations, and relevant orders of the Sec¬ and housing facilities provided for employees
retary of Labor, pursuant to the Executive Or¬ which are segregated by explicit directive or are
der. that they will furnish the Authorized Officer in fact segregated on the basis of race, color, re¬
and the Secretary of Labor such information as ligion, or national origin, becausa of habit, local
they may require for the supervision of such com¬ custom or otherwise. Permittees further agree that
pliance-, and that they will otherwise assist the (except where Permittees have obtained identical
Authorized Officer in the discharge of the Depart¬ certifications from proposed contractors and sub¬
ment's primary responsibility for securing contractors (at any tier) for specific time periods)
compliance. Permittee* will obtain identical certifications from
D. Permittees further agree that they will re¬ proposed contractors and subcontractors (ae any
frain from entering into any contract or contract tier) prior to the award of contracts or subcon¬
modification subject to Executive Order No. 11246 tracts exceeding 310,000 which are not exempt
of September 24, 1965, with a contractor debarred from the provisions of the equal opportunity
from Government contracts and federally assist¬ clause; that Permittees will retain such certifica¬
ed construction contracts and will carry out such tions in Permit tees' files; and that Permittees will
sanctions and penalties for violation of the equal forward the following notice to such proposed
opportunity clause as may be imposed upon con¬ contractors and subcontractors (except where the
tractors and subcontractors by tho Authorized Of- proposed contractors or subcontractors have sub¬
near or the Secretary of Labor pursuant to Part mitted identical certifications for specific time
IT, Subpart D of the Executive Order. In addi¬ periods) . -NOTICE TO PROSPECTIVE CON¬
tion, Permittees agree that if they fail or refuse TRACTORS AND SUBCONTRACTORS OF
to comply with these undertakings, the Secretary REQUIREMENT FOR CERTIFICATION OF
may take any or all of the following actions: NONSEGREGATED FACILITIES." A Certifi¬
terminate or suspend the Right-of-Way in whole cation of Nonsegregated Facilities, as required by
or in part, in accordance with the provisions of the order (32 F.R. T439, May 19, 1987) on Elimi¬
Section 403 of the Act of November 18, 1973, R7 nation of Segregated Facilities, by the Secretary of
Slat. 590 (1973). and in the manner provided in Labor, must be submitted prior to the award of a
contract or subcontract exceeding 310.000 which
Section 31 hereof: refrain from extending any
further assistance to Permittees under the pro¬ is not exempt from the provisions of the equal
gram with respect to which the failure or refusal opportunity clause. The certification may be sub¬
occurred until satisfactory assurena of future mitted cither for each contract and subcontract or
compliance has been received from Permittees; for all oontracta and subcontracts during a period
and refer the case to the Department of Justice .
(i.e., quarterly, semiannually, or annually)
for appropriate legal proceedings. 29. Training of Alaska Natives
E. By accepting this Agreement, Permittees
certify that Permittees do not and will not main¬ A. Permittees shall enter into an Agreement
tain or provide for Permittees' employees any with the Secretary regarding recruitment, testing,
Segregated Facilities at any of Permittees' es¬ training, placement, employment, and job coun¬
tablishments and that Permittees do not and w-.ll selling of Alaska Natives.

21
196
197
ill £ÿsis'sl sf-M Kllsiilll |*a § * a s|<* ~ sf
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riliftilÿsiiiiiili iii irf iiii! k i HiWm I*
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198
mm i ipifiiifiipimmmM P a
rs
If Hf I!s1%!I1'!11i!-1* *i'* i*112 b j1 |il1jfilf i f.
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199
pJill? hpi«ill|lsll ilPi|5Hlil*l ililtllw!’
]sfeirip i fM\$ i l ll
£ $ £ £ £ 2
3
1 iH
Wli 1 w «
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ill liiiils Itliillr mm
EES
number ) etch dated December 11, 1973; or in connection with this Agreement or with
respect to all or eny pert of the Pipeline System,
111) Assignment, Conveyance, and Transfer the Secretary shall have the right, after notice to
Agreement, dated January 8, 1974, in the affected Permittee, to inspect and copy: (1)
connection with the transfer by Union any document or record which a Permittee is re¬
Oil Company of California to Union quired by this Agreement to make or maintain,
Alaska Pipeline Company, a California (2) any document or record that at any time has
Corporation, of all of the former com¬ been filed by a Permittee with any governmental
pany's rights under all agreements relat¬ department or agency, access to which is not pro¬
ing to the Trans- Alaska Pipeline System hibited or limited by law or regulation, or (3)
to which the former company is a party, any abstract, summary or other document that
and all real or pereona] property in which may hare been prepared by any governmental
the former company may have acquired department or agency in connection with any
an ownership mtereet pursuant to inch document or record referred to in (2) above.
agreements, and under which Assign¬ B. Subject to the requirement that the docu¬
ment, Conveyance and Transfer Agree¬
ments or records, herein below referred to, shall
ment Union Alaska Pipeline Company
be relevant to the exercise or enforcement by the
assumes all undischarged obligations of
Union Oil Company of California under Secretary of his authority or the rights of the
any and all of the above mentioned Trans- United States under or in connection with this
Alaska Pipeline System agreements. Agreement or with respect to all or any part of
B. Said agreements are referred to collectively the Pipeline System, the Secretary, after notice
as the “Ownership Agreements." Each affected to tha affected Permittee, may inspect and, with
Permittee shall file promptly with the Authorized the consent of the affected Permittee ( which con¬
Officer true and complete copies of all modifica¬ sent each Permittee agree* will not be unreason¬
tions of the Ownership Agreements and of all ably withheld or delayed), may copy any docu¬
instruments superseding, supplementing, cancel¬ ment or reoora that has been or may hereafter be
ling or rescinding, in whole or in part, any one filed by a Permittee with any governmental
or more of the Ownership Agreement*. agency, access to which is prohibited or limited
C. In the event Permittees execute an “Operating by law or regulation, and any abstract, summary
.Agreement*', as contemplated in Section 5.1 of the or other document that may have been prepared
agreement described in subeection A(l) above in by a governmental department or agency in con¬
this Section, or any like or similar agreement nection with any such document or record; pro-
with respect to the operation, maintenance, or vtderf, Aouwesr, that the rights of the Secretary
termination of all or any part of the Pipeline under this subeection may be exercised only if,
System, Permittees shall file promptly with the and to the extant that, tha provision constitutes
Authorized Officer a true and complete copy there¬ a valid waiver of any such prohibition or
of, together with like copies of all modifications of. limitation.
and all agreements superseding, supplementing, G Nothing in this Section shall be deemed to
cancelling or rescinding, in whole or in part, the limit, prohibit, or waive any right or privilege of
Operating Agreement or any such like or similar the United States, and particularly of the Secre¬
agreement. tary, to inspect or copy any document or record
under any authority granted pursuant to law or
34. Access to Documents regulations.
A. As to any documents or records not filed (or 33. Rights of Third Parties
required to be filed under any other provision
of this Agreement) with the Secretary or the Au¬ The pertiea hereto do not intend to create
thorized Officer that shall be relevant to the ex¬ any rights under this Agreement that may be
ercise or enforcement by the Secretary of his au¬ enforced by third parties for their own benefit or
thority or the rights of the United States under for the benefit of others.

25
200
n* *i|t
IIIi lafllliPIPIP If:

201
in
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err g
Ilf I JIH ii fgl iili i!
II i I tii 8 a
-li i }?s;i 2 fÿ>|i o| o g| gj
fc, .11§.|
II! fill !Slhillll
iff i jt|~ I Illl? j
If 5*1
II
lllifillte if
t.
4
- •l|i]| *i
h £
§.r
.|
IfJ! si! Mr **
JS'.g J | d n
3f«gf
3U lip
ill 3JI s 8
111
-pil 5S
;»« pit mill! jJHffj I* !
PI Jfi!«fiiM
I IIP t lift fi ill
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I pi I III!
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i la i ?ii! f i iii ilil
m1 i II "UK If 1 1 lift Ill I
«1
=i!is 4!f§
ARCO PIPE LINE COMPANY
By /»/ C. T. CARTER
President

EXXON PIPELINE COMPANY
By /g/ W. S. SPANGLER
President

MOBIL ALASKA PIPELINE COMPANY
By /•/ E. J. WACKEB, JR.
Vice President

'mzr

PHILLIPS PETROLEUM COMPANY
By /s/ CARSTENS SLACK
Vice President

SOHIO PIPE LINE COMPANY
By /a/ ALLEN D. DORRIS
President

UNION ALASKA PIPELINE COMPANY
By /s/ SAM A. SNYDER
Vice President

27 202
! P *s-

I Exhibit A ?* Fart I
'»•ÿ-'

,..v.v..w
•'• -fr +r
,.x««:
- - :c:'y-
«&»': ”
A

:
x > -
$ ifc •;«

8&S :::i M ;(oS:
:: •

J
TAPS Renewal Legal Descriptions
ill * v rir w /”“•:¥Y r "df ' "
r* -f

203
EXHIBIT A -Part I
TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AAf5847
Thoie lands within the Trans Alaska Pipeline System ('TAPS4') Right-Of-Way » described in:

Plats SM (TAPS Centerline Monumentation Survey) filed January 7. 1981 in the
Bartow, Fairbanks. Fort Gibbon and Rampart Recording Districts* respectively, and filed
on January 32, 1981 in the Oiitina and Valdez. Recording Districts, respectively,
Plats 2001*8 and 2001-5 (TAPS Centerline Monumentation Survey at Atigun Reroute,
MP 200 Reroute and Pump Station {“?,$.%$ vicinity) filed January 10, 2001 in the
Barrow and Fairbanks Recording Districts, respectively,
Plats 95-1 (P.S. 2\ 95-2 (P.S. 3), and 95-3 (PJ$, 4) filed February 23, 1995 in the Barrow
Recording District,

Plats 95-11 (P.S. 5), 9M0 (P.S. 6) and 95-12 (PS. 7) and 95-14 (PS. 10) filed February
23, 1993 in the Fairbanks Recording District, Kt4 M

Plat 95-1 (P,S, 6) filed February 23. 1995 in the Rampart Recording District,

Plat 95*04 (P.S. 11) filed February 27. 1995 in the Chttrna Recording District*

Plat 95-04 (P-S< 12) filed February 21,1995 in the Valdez Recording District,

Plats 2001-6 (CS. Atigun). 2001-3 (Communication Site PCS"] Co?ta Hill), 2001-4
(C.S. Slope) and 2001-5 (CS. Galbraith Lake) and 2001-7 (CS. Margaret Hill) filed
January 10, 2001 in the Barrow Recording District, V
Plats 2000-14 (C.S Gakona), 2000-13 (C,S, Round Top) and 2000-15 (CS. Stock) filed
December 27. 7000 in the Chitina Recording District .
m
Plats 2001-6 (C.S. Kaaruk), 2001-7 (CS. Coldfoot). 2001-8 (CS- Eagle). 2001*9 (C.S.
Fish), 2001*41 Nicole Knob),
2001-10 (C.S. Uvcngood) and 2001-14 (CS. Yost) filed January 10, 2001 hi the
Fairbanks Recording District,
Plat 20014 (CS, Bench) filed January 10, 2001 in the Rampart Recording District.

Plata 2001-17 (C.S. Kimball Pass), 200M9 (CS. Tickel), 2001-18 (CS. Passive) and
2001*20 (CS. Tsiha) filed December 28, 2000 in the Valdez Recording District,
And further described in the TAPS Right-of-Way Boundary Description Report* Alytsks
Manual No. ROW 214. as amended,

Artnl-i 204
EXHIBIT A -Part I

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AA-5847
And as further described in the following land parcel descriptions,:

PARCEL DESCRIPTION
F-12505 BEGINS

UMIAT MERIDIAN

T. 1 S..R. 14E..U.M.
Sec. 2 EVi, 10 SEV*, 11, 15 NE14

T.9S..R. 13 E.. U.M.
Sec. 4, 5, 7, 8

T.9S..R. 12E..U.M.
Sec. 11, 12, 14, 15,16, 17, 19,20,30

T.9S..R. 11E.. U.M.
Sec. 25, 35, 36

T. 10S..R. 11 E.. U.M.
Sec. 2, 3, 10,11, 14, 23, 26, 35

T. 11 S..R. 11E.. U.M.
Sec. 1,2, 12, 13,24

T. 11 S..R. 12 E.. U.M.
19, 29, 30, 32

Sec. 5, 8, 9, 16,21,28, 33

T. 13 S.. R. 12 E.. U.M.
Sec. 3, 9, 10, 15, 16,21,28,32, 33

T. 14 S.. R. 12 E.. U.M.
Sec. 5, 7, 8, 17. 20, 29, 32

T. 15S..R. 12 E.. U.M.
Sec. 5, 6, 7, 18, 19
Sec. 8, 17 (C.S. Atigun)

T. 15 S..R. 11 E..U.M.
Sec. 23, 24, 26, 34, 35

A Pan I -2 205
- * v*

EXHIBIT A Part I
: •< v i\- *1*
i%

D f ?• \ m %mT%> * v*
Sec.2,3.)>,l«,lSil9,2(),2H».3i)

T,.MS,R,iO.ÿ,i-’M,

Sto M&jllSja Margaret Hitt)
‘t
- 'ÿ

* * * * tu. .. ~
4% MgSJ
T. 17 S„ R. 10E..U.M.
'

&C.;2/ '

JF-

FAIRBANKS MERIDIAN
T.37N..R, 10W..F.M.
Sec. 25, 26, 35

T: 36N..R. 10 W..F.M.
Sec> 2, 3, 10, 15; 16, 21, 28, 33

T.35N.,R,i>>W.,F,M.
Sec. 4, 9, 16.21,28,33

T. 34 M.. R. 10 W. F.M
Sec. 4, 9, 10, 15. 22, 29, 27, 35.
.
‘
»' JT -fe":
T. 33 N;.R.10W.. F.M. "•
SliSifS'”
Sec, 4, 9. 16,20,21, 29,31,32
•-ÿ

iAjf «

Sec. 6, 7* 8* 18, 19

Sec. 25. 26. 32. 33. 34. 35
T * «r*
T. 30 N..R. UW..F.M.
Sec. 5, 6,7,18.19,30
*r *ÿ**''ÿ.+
T.30N..R. 12W..F.M,
Sec. 25,36
V /
t m *
,
A?anl~3 206
EXHIBIT A - Part I

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AA-5847
T. 29N..R. 12 W.. F.M.
Sec. 1,11, 12, 13, 14

T. 28N..R. 12W..F.M.
Sec. 6 SEVA (C.S. Coldfoot)
Sec. 15 and 16, those portions
within federal mining claim
F-63334
Sec. 29, 30,31

T. 27 N..R. 12W..F.M.
Sec. 6

T. 27 N..R. 13 W„ F.M.
Sec. 1, 11, 12, 14, 23,26, 35

T. 26N..R. 13 W.. F.M.
Sec. 2,11, 14, 23,25,26, 36

T. 25 N.. R. 14 W„ F.M.
Sec. 35 NWV4 (C.S. Eagle)

T. 25 N..R. 13 W.. F.M.
Sec. 1, 12, 13, 23, 24, 26, 27, 33, 34

Sec. 6, 7

T. 24N..R. 13 W„ F.M.
Sec. 5,7,8,18

T. 24N..R. 14 W.. F.M.
Sec. 13, 23,24, 26,27,34

Sec. 3, 4, 8,9, 17, 18, 19, 30,31

T. 22 N„ R. 14W..F.M.
Sec. 6, 7,18,19,20,29, 32

T. 21 N.. R. 14 W., F.M.
Sec. 5, 6, 7, 18, 19,30,31

A Part I -4 207
•'ÿ4?ÿ
EXHIBIT A Part I
**
-
’ ,Vft
'rÿ Jr,

rp j. n,". n t T i rv 21. :ÿ
i

12S05ane
T. 20 N..K. 13 W.. F.M ** ffi r
T. 2(1 N..R. ISW.. KM,
sec. 2, 10. 11, IS, 22, 26, 27, 35
T.19N..K,15W.,P-M.
Sec. 2, 11.12,13.24
W- '
**" is?
T.19N..R. 14 W.. F.M.
% -ÿ%
Sec. 19, 30. 31, 32

T. 17 N„ R, 14 W.J.M,
SiSCii. 1
:%.%£> • 4_
T. 17K.,R, 13 W..F.M.
Sec, 6, 7, $, 17, 20, 21, 28, 33,34
'

. <>C\
T, 16 R. R, 13 W.,T.M. =4* p,
Sec. 3, 4, 10* 11 * 14, 15, 23,24, 25* 36

I,:16N.,tRa2WÿM.e
Sec. 31
- "*% •••#* •*
T. 15 M..R. 12 W„F,M,
360.6.7,17.18,20. 29,30,31
-ÿ«*' '-H*- * •,.

T,2iUUUt.ft.JeK
See. 26 (CA Bench)

T. 11N..R. 12W..FM.
Sec. 1. 2, 12

A Part l -;3 208
-sWt

i| •*
I! !$ j I 1 B*
V*&fe
e ii a
»
S
"*
t&- m I
IF a; 21
£
la, » i
"SI
§
5.
|

209
EXHIBIT A -Part I

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AA-5847
T.4S..R.4E..F.M.
Sec. 2 NWW, NWSWV4, 3 NEW
,v •*'
T. 10S..R. 10E..F.M.
Sec. 2 NEWSWW
Sec. 11 SWWSEWNEW, NEWSEW
USS 3293 A and B, Federal Reserve, Block 18 (in Section 24)
Including federal reversionary interests in adjoining streets and alleys
USS 2626, Lot 2 (in Sec. 25, 26, 35)

T. 11 S„ R. 10E..F.M.
USS 2626, Lot 2 (in Sec. 2, 11)
Sec. 10, 11, 15, 22, 27 NWNWNV4, 34 NEWNWW, SV4NWV4

T. 12 S.. R. 10 E..F.M.
Sec. 3, 10
Sec. 15 SWWNWW, excluding Lot 20,
NWV4SWW
Sec. 16, 21, 28, 32, 33

T. 13 S.. R. 10E..F.M.
Sec. 4, 9, 16, 20 SWW, 21
Sec. 28 and 29, those portions lying
north of a line Vi mile north
of the Richardson Highway
(including C.S. Donnelly Dome)

F-12505 ENDS. AA-5847 BEGINS
T. 14 S.. R. 10 E.. F.M.
Sec. 5, 8. 17, 20, 29, 32

T. 15S..R.9E..F.M.
Sec. 27 (C.S. Nicole Knob)

T. 15S..R. 10 E.. F.M.
Sec. 6 SVi, 7, 18,19, 29, 30, 32

T. 16S..R. 10 E.. F.M.
Sec. 5, 8, 17, 20, 29, 32

T. 17 S..R. 10 E.. F.M.
Sec. 4,9,10, 14,15, 23,24, 25,36

APart 1-7 210
EXHIBIT A -Part I

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AA-5847

T. 18S..R. 10 E.. F.M.
Sec. 1, 12, 13,24, 25, 36

T. 19S..R. 10 E.. F.M.
Sec. 1, 12, 13

T. 19 S.. R. 11E.. F.M.
Sec. 18, 19, 20, 29, 32
Sec. 21 (C.S. Yost)

T. 22 S.. R. 12 E.. F.M.
Sec. 4, 9, 16, 21, 28, 29, 32

COPPER RIVER MERIDIAN

T. 14 N.. R. 1 W„ C.R.M.
Sec. 31

T. 13 N.. R. 1 W„ C.R.M.
Sec. 5, 6, 8, 17, 18, 20, 29, 32

T. 12 N.. R. 1 W„ C.R.M.
Sec. 5, 8, 17, 20, 29, 32, 33

T.11N..R. 1W„ C.R.M.
Sec. 4, 9, 16,21,28, 32, 33

T. 10 N.. R. 1 W„ C.R.M.
Sec. 5, 7, 8, 17, 18,20, 29,31,32

T. 9 N.. R. 1 W„ C.R.M.
Sec. 6, 7

T. 9 N.. R. 2 W„ C.R.M.
Sec. 12, 13
Sec. 23, Lot 6
Sec. 24
Sec. 25 NWWNWH
Sec. 26, 35

T. 8 N.. R. 2 W„ C.R.M.
Sec. 2, 11, 14, 23,24,25, 36

A Part I -8 211
EXHIBIT A Parti
« .. ... . .
Federal QrantW:
•
* AA-S84?
f -8 ; •
* 4 * :.

S>ec*. U 12» 13r 24* M
'U* Vs * 1 -
-
'

*
T.7N..R.1 CRM.
Tract S within Sec, 6
See. 35 NW&, those pomom east of
the Richardson Midway (C,S. Gakona)
*?>.' * Jj ” 1#ÿ*"**- ** •“*' * 1

•• 176N..K. 2 W..C.R.M.

Sac: 1. 12. 13, 24,25, 36
OSS 10679, Lot 2 (ihSec. 25, 36}
*.iAli
TajsÿujL£m
.. - '
' *ÿ' !

:ÿ Sec. 1,12, 13
Sec, 24 N'ASM and Lo»43 and 44
Sec, 25
% , Tiipi—I
*-:y :•ÿ'>•«

Sec. 30 lot 2r lot 3, W0?Jk
$&wr
T.2 N..R. i W.. C.R.M.
See. 3, 10,11,24,25

Sec. 30 Lot 5
Sec. 31 Lots 1, 2, 3, 4. S4SWU
o - •* oe -jp cpvx«ÿ www

Sec. 6 Lot 3. sp»WK, SBS
• *> 212
EXHIBIT A - Part I

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AA-5847

T. 1 S.. R. 1 E.. C.R.M.
Sec. 3 Lot 4, SViNW'/i, E'/iSE'ÿSWU,
SW/4SWV4SEV4
Sec. 4 Lot 1
Sec. 8 SE'/4 (C.S. Stuck)
Sec. 10, 14, 15
Sec. 23 excluding E'/iSW'/SNW'/iNEÿ
and SÿSEÿSE'/i
Sec. 25 SWV4NWV4
Sec. 26 EViSE'/iNEVi, E’/zEÿEVi
Sec. 35 NE'/4

T. 2 S.. R. 1 E.. C.R.M.
Sec. 2 Lot 2, SWAXE'A, Lot 6,
Lot 7, E'ASW/4
Sec. 11 WViNE»4NW'/4, Lot 2,
Lot 4, W'/iSWW
Sec. 14 WVzNWV*
Sec. 15, 22, 27, 34

T. 3 S.. R. 1 E.. C.R.M.
Sec. 3 Lot 3
Sec. 4, 9,16,21,28,29, 32,33

T. 4 S.. R. 1 E., C.R.M.
Sec. 5, 8, 16, 17, 21, 22, 25, 26, 27, 36

T. 5 S.. R. 1 E.. C.R.M. !

Sec. 1, 12, 13, 23, 24, 26, 27, 32, 33, 34

T.5S..R.2E..C.R.M.
Sec. 6, 7

T. 6 S.. R. 1 E.. C.R.M.
Sec. 5, 7,8,7, 18
Sec. 17 (C.S. Tiekel)

T. 6 S„ R. 1 W„ C.R.M.
Sec. 13, 24, 25

T. 6 S.. R. 1 E.. C.R.M.
Sec. 29, 30, 32

-
A Part I 10 213
M£J» ii'iwV*
EXHIBIT A- Pari 1

TAPS Renewal Legal
Federal Grant of Righl-of-'
*
. aa«.
c Hs1*
"&S
5ÿ13,23. 24,26, 27,34
See.SSNBÿlQS.lsaiM)
''

y -
;

AA-5847ENDS
Vÿlrinr.

* + ** «
A Part I - it 214
EXHIBIT A Part I

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AA-5847
The following lands have been the subject of conveyances from the United States to the
State of Alaska since May 3, 1974:

Umiat Meridian

T. 1 N.. R. 15 E.. U.M.
Sec. 6,7,18, 19

T. 1 N.. R. 14 E.. U.M.
Sec. 12, 13

T. 1 N.. R. 14 E.. U.M.
Sec. 24, 25, 26, 34, 35

T. 1 S..R. 14 E.. U.M.
Sec. 1, 14, 15 S‘A, 22,23, 27,34

T. 2 S.. R. 14 E.. U.M.
Sec. 3, 4, 9, 10,16,21,28,32, 33

T.3S.. R. 14 E..U.M.
Sec. 4, 8, 9, 16, 17, 20, 29, 32

T.4S.. R. 13E..U.M.
Sec. 2 SW'/*, 11 NW'/4

T. 4 S.. R. 14 E.. U.M,
Sec. 5,7,8,17,18,20, 29, 32

T. 5 S.. R. 14 E.. U.M.
Sec. 4,5,8, 16, 17,21,28, 29, 32

T.6S..R. 14 E.. U.M.
Sec. 5,6, 7,18, 19, 30,31,32

T. 7 S.. R. 14 E.. U.M.
Sec. 5,8,9, 16, 17,21,28, 29, 32

T. 8 S„ R. 13 E.. U.M.
Sec. 12, 13, 14, 16 SWV*, 17 SEV4, 23, 26, 27, 28, 32, 33

T.8S..R. 14E..U.M.
Sec. 5, 6, 7

A Part 1-12 215
a* t - ..*»
EXHIBIT A Part I -
,, ,, *ÿ*
*

Sec.«
% u* •
rs* * *ÿ?
Fairbanks Meridian
•e?*r S -3\rx
T. 29N..R. 12 W, F.M.
Sec, 23,26, 35

ima 71, •' '

18,15.16,21 rad 2ft <

t" T p >j R;nW,FM.
’ - *
4
J-
OHW River
Sec. 19, 2 34,35
Sy,
T. 11N..R: 10W,>F.M,
See, 1.2.12

See. 7,8,15,ÿ47ÿ M25, 26
«# e*L ..* ; .v
T.11Q, 8 W.. F,M.
Sac. 30,3ÿ32

..
R w 1;.M
Sec 18.19, 20, 28, 29, 33
T.»N„ R. 7W.. FM.
Sec. 2, 3, 4.11,13.14,24

Sec. 19,30, 31, 32

216
. * tM
EXHIBIT A -Part I
w- \ 4
4ÿ TAPS Renewal Erg
u V. -H-V" **“*> « <•
JW ' WTOBP5F5W
Ss
T, 9 N., R, 5 W„ F.ML
Sec. 24 SE*4
JV*.4 '<*.* t
T.8K.R.6W..F.M.
Sec. $, SA 9, 15* 16, 22, 23, 24, 25
y&(K

Sfic,30,3I,32
M-»- ft

*>
»»«>
*•
. ~v .

i
Sec. 30, 3 L 32
MJS£ÿSL JCT vzi - »
fet
X

T.6N..R. 4W..F.M
Sec. 5, 8,9, i5, 16, 22, 23, 25, 26, 36

T.6N..R.3W..F.M.
'A*
i

His
..oMBf.
6Sj.V* «
at
M *
[
'5f:
Recreation
> ‘7i*sc 3P

T.4N.. R. 3 W..P.M.
•W*..
See. 3, 10
See-, R west of theBUWHiglway
Sec. 13 south of the Elliott Highway
%
*S
:.S

.Setal r.„l
B! ’

•w
=r •*»• s « •
•:
£

4§»ÿf 217
EXHIBIT A - Part I

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way F-12505 and AA-5847
Copper River Meridian

T. 13N..R. 1 W..C.R.M.
Sec. 29, 32

T, 12N..R. 1 W..C.R.M.
Sec. 24 SEV*

T. 4 S.. R. 2 E.. C.R.M.
Tract A (those portions
comprising Sec. 15
and 22)
Tract A (those portions
comprising Sec. 28)

T.8S..R.2W..C.R.M.
Tract A (those portions comprising
Sec. 1,2, 3,4, 7, 8, 9)

T. 8 S.. R. 3 W„ C.R.M.
Tract B (those portions comprising
Sec. 12, 13, 14, 22, 23, 27,34)

-
A Part I 15 218
EXHIBIT A -Part II
*" y»~ V
TAPS Renewal Legal Descriptions
?» Federal Grant of Right-of-Way, Related Facilities
... t V'-r _*•’A? " =.
Those rights covered riy t$m ri$m, MER,
y
•<*
ACCESS
'V
ROAD
+
MEMBER SMV SECTIONS
\ I i *
*$£*" * !

rf4ÿ?r •» T. I6S.. R, 10 F„. U.M.

107-APL-2A F-6464? 34 T. 36#.. R..10W..EM,-
A- '«**ÿ•ÿ %' Sec. 33

106-APL-28 864646 35 T:3SK.:R.IOW.,PM.
'
"«
106-AH2AMS.2B
4,
S«. i6
+* •
96~APL*3 864645 45 T,22S.. R. I3 W.. RM. ;ÿ

-m| Sec. 26
85-APL-3 864644 56 iam.aj4w..BM,

78-APL-iA F-64643 63
Sec. 23
,XT
_ .

*r•v'
V '•SOCe? ""

KW,JtX
95-APL-4A 822478 46 T 26N., R ;|
Sec.26' J
1I6-APL6 822386 23
#wK ** £v
Sec. 19
- -Jr - Jj ‘ » y -=%
:
*** /gf *>-.

91-Aft.- IB F42365 50 T. 23 N..R. 14 W..F.M.
0T Sec. 19.30
•ÿ
*&*..' >s, _ÿ« 4m .. «=
97-APt-S 821263 44 T. 28N'..R I? W F M.
Sec. 32
f t
39-APL/AMS-4 82175? 103 Tl6S..B,.i,0E..EAt
W
-**
Sec 32

38-APL4A 821756 105
afÿ -N .
T, 17S..R. 10 E,. EM.
* * * -v
*
Sec. 25
-TV#
$dÿAPL-3 F-2I740 85 T.2.S..R. 3E-F.M.
m Sec. 34, 33
C. > ** *
'ISir 1
219
EXHIBIT
'--•Miv
A•' Part
* *•
II
•<ÿ -
TAPS Renewal Legal Descriptions
Federal ©rant ofRigW-of-Way, Related Facilities
ACCESS ROAD A/K/A
" *. —r- 7 ~ -
|y
SERIAL ALG.
f"*< * *,*ÿ•*•* "j)

TOWNSHIP. RANGE, ME8.
: '

’ivFHF
ACCESSROAD NUMBER SHT. SECTIONS
y
- A **j| 5=0.2.11.12,13
¥
56*AH>3
<#>

ft
r
F-21740
i 3
85.

*28
'*’|£ppfp —
MT-AH.aA F-22727 i

3Mjrf "ÿÿ'ÿw
' '

< .

91-APL-3 91-APUAMS-3 F-21693
g“»
I14-APL.2B F-21656 27 t-US4.R.J2.E.U.M.
Sec. 32
m( ii tjifi
109-APl-IA F-21653 32 TJP.5...R .11 E.».yAL
•1.V
See. 16.21
105-APL-1A 165-,APJUAMS* I A F-21652 36
*
*, ' vV 4 * ~ rS M
1
w \ Sec. 26
OK . v gafe.4*
*8*
57-APL*3 *21650 S4 3LmJUg,E.M. .
Sec. 19
*
108'APL'7 10S-APL/AMS-7 F-21640 33
V ... ,, Sec. 36
103APL-1A 103-APL/AMS* IA *2163$ 38
Sec, 20, 21
N#
4
98-AFL-l
-4

*21625 T. 2S N- ft. 12W.F.M, |
-L
- jJ*.
, S«-29
107-API--
'£§ A
107-APU.AM.S-1A
tf.
P-21623
- 34 T 1SN.P IHW.F.M.
•
1A
-m-s A> vr »* X*t 4*V 1

- T •
m* - M
106-APL-1A 106-APIAAMS-IA F-21618 35 •
X vw + x*. rr. »,
Sec. 28

A Psrl II 2 220
-
«ÿ

M Wf
-
EXHIBIT A Part II
TAPS Renewal Legal Descriptions
Federal Grant of Right-Of-Way, Related Facilities
ACCESS ROAD A/K/A SERIAL ALGL TOWNSHIP, RANGE, MER.
ACCESS ROAD NUMBER SHT. SECTIONS
I 10-APL-IB P-21517 31 T. 15S.. R. H B.. C M.

45-APL-4 P-21591 97 T. 10S..R.1QB.. F.M.
Sec* 26

3-J.OS.R. u
MfivAPL-l
itw’- "V ' ’
i I6-APL/AMS-1 F2*586
f * -
24
Sec, 3

H5.ARU3: /-ITS W.5« 25
:S«;;23 ;
ItO-APL-l :F-21583 3* . T. IS S.. R 11E.U.M.
Sec. 25
87-APL-3B S7-APOAMS-3B F-21582 54 T- MW- R. IS W.-P.M.’
•Ji
Sw: 34,35 *•

30-APL-2A F-2|3$i U t: 14 MR 12 W„ EM.
- '

93-APUAMS-l P-21570 48
%ÿ .4

Sec, 8 ./ÿ"
i-'Jk \n £
-
90-.APL4A 90-APUAMS4A P-21568 SI
3*6- .7 *4* f

• .
SS-APL2
... 3S-APL/AMS-2
•*»*?«. i? V
F-21S67
*•
53 T. 20N..R. 15 W.. PM.
Sec- .3, 4.10 :
. .ÿ \ ,
31-APL-iB F-2IS65 60 :
S3? "/
94-APHA 04-APLMMS-IA P 21553 47

92«AFL-0 P-21552 49 T.im.R.mv.-P.M.
Sec. 4,9
.ÿÿrV.~v'9T 9 *'
93*APL-4 F415SI 47: T, 25 Nt. K, 13 W.ÿ FM.
Sec. 23, 26
l m,
APtolJ-3 221
!fr . «’ «« _- .

EXHIBIT
* -r
A ~ Part if
*- v
TAPS Renewal legal Descriptions
Federal Grant of Right-of-Way, Related Facilities
-<* ; i V-ÿ-""
** ) '*> * fjt '

ACCESS ROAD A/»A SERIAL ALC. TOWNSHIP. RANGE. MER.
ACCESS ROAD NUMBER SHT. SECTIONS
.ÿakfeTSfaktA-.:
'§m>9
.54
v. «...
umWifT
80-APL-3A 80-APUAMS-3A &Tj|46- 61.
Sec. 20. 21
t s
WA ' ;
t 32;
. ‘3* , ?
w
IMA-APM 1I4.APL.5 F-21467 26
W»
1I4-APL-3 F-21465 26 r IIS R 12E..U.M.
...'™ 4. - v>-
f$
3‘ ,. <

104.APUIA F-21429 37
i* TPvZ'.* : :SeCs-35'*
40 # A

r>.%
I18-APL-1 HjMHMMS-I F-20760 22 TVS S..R.13E.. U.M.
$6ÿ7 :«w“i
-
>..r '\
H5APL-1 •:
F-20776 25
5ÿÿ ; '
"
89-APL-6 F-20T73 52 * '

TT 22 N.. ft. >4: W.. F.M.'
s&ÿusi
4ÿr*. <•, -

U4-APLaI II4.APUAMS1 P-20719 27
Sec 16
• ZA * m
113-APL-l F.207I7 28

w. Ji „r
'ÿ:. ,,
U2-APL-I P-20715 29 '

0W •*«- _ S«,:32 -
,> AM JJA „ ' . «-• «V<~
m-APL-3 II l-APL/AMS-3 p-20714 29 :T>14S..«.:i2E..0.M,

*P“II-4 222
................
* r* > *«r

EXHfBiT A - Part II

......
4*ÿ r' * i >
VÿA» &
TAPS Renewal Legal Descriptions
Federal Grant of HighMf-Way, Belated Facilities
. - .
ACCESS ROAD .VK/A
110-APL-2
A. >»
ACCESS ROAD
-•
'ÿ

SERIAL
NTMBER SOT.
F-207I3 30
' i'r.
ALG.
*' • a4/*
TOWNSHIP, RANGE, MER.
SECTIONS
***

__ _ _ •&

A*
sec.s Or.
108-APL--6 F-20707 33 U6?„R 11 E. UR
Sec. 30
107-APL-3 34
,/ « Sec. 28
105“APL-4 >206W, 35 T, 34N..R. 10W..F.M,
CAT 4
*L,S F-20679 39 T. 32R.R, 10 W.. P.M.
- Sec/31 ** •- -•'•ÿ=
•4®

102-.APL-S P-20679 39 T.31N.R. 10W„F.M.
Sec-6

102APLA F-20678 39 T;3lR.R.10W,.FRt
>>• .% ififc Sec. 7, 8

102-APG3 lQ2-APtJAMS«3
rfK
--
Op- A?
F-20677,
V -Aer
39
Sec/18
}_f • % JJ,> 'fsv& at|
102-APL-2 F-20676 39
Sec.38
*9 r/ h vffc' >' J vfv. , .y AM. %i

:t02-APGI F-20675 39 T.3t,N,R.)0W„F..M,
dec. ty
•IBR

*V
A Part I! 5 - 223
EXHIBIT A -Part II
TAPS Renewal Legal Descriptions
Federal Grant of RighFof-Way, Related Facilities
ACCESS ROAD A/K/A SERIAL ALG. TOWNSHIP. RANGE, MER.

.....-
ACCESS ROAD NUMBER SHT. SECTIONS
» . ft
--
I0t-AHÿ3
' v'*
F-20673
~* '
40 T, & K. folliy.i &M.
* "

I01-APM: F-30671 40
r,
T. 30N..R. U W..RM,
•
SCC.6 - •

t
100 APL-2A F-20669 T-
41%t
•
R30N..R.n FM

10Q*AP1>2
4 -
1G0-APUAMS-2
.« - X* •» 'A
* * S*
F~20668
' At' h
m 1. 30N..R. II
Sec. 19

99-APL-4 99-APUAMS-4 F-2G666 42
V TX * & fw ' * Sec, 1

99-AFL-3 F-2066S 42 T.29R;R.T2 w;. F.M.
MW-;:
(V1
97.APL.? 97-APUAMS-3 F-20657 44
Sec. 6 -!.

* 7 -r ttr
97-APL4 97-APL/AMS-I F-20656 44 T.27N..R.13W..F.M-
•c '
-XM-** r T Sec14

96*APL~2A F-20054
- - :
45
Sec. -2
/ 70; * 'S''.

96-APU 96-APL/AMS-l F-20653 46 T. 26 R. R; 13 W:. FM.
tr 7t "X . Sec. 14
% 1 9ÿ4- l3$ $1
95WVPL-5 95-AFI7AMS-5 F-20652 46 T 2SK . ft, 13 W.. F.M.
Ti'Vv Y* • I1' * * 8" r*> Sec. 23

93-APL-2 mmMm F-0645 48 T-24N.. R. 13 W„ F.M.
Sec. 3

92.APLr6 92.APUAMS-6 *-20642 49
Sec, 23

A?*nn-«. 224
:

EXHIBIT A Part II -
TAPS Renewal Legal Descriptions
Federal Grantof Right-of-Way, Related Facilities
v l * **'* :
"*
ACCESS ROAQ A/K/A
9

SERIAL AEG. TOWiSSHIF* RANGE, MER.
ACCESS ROAD NtMBER SHT. SECTIONS
M-AFL4 P-20640 49 T.24N.. R- 14 W.. F.M.
Sec- 26
rv!ÿ'
92-APIÿ 92-APUAMS-Z F-20638 49 T. 24N.R 14 W PM
Sec. 34
92-APt-l 92-APL/AMS-I F-2063? 49 T. 23 N R.I4W.F.M.

. Y.
vr
'

„v
*.
*» *tK' 5.
irv.
*„„ « «•
:S«.a
91-APL-l 9MPUAW*! «#*»' 50 m&i
Sec.31
w&m
IP ,
“v f '
. «.
S9-AFL4 SO-AFUAMS-t F-2062JS 52 y:sirt.tLuw:.F.M\
Sec. 7
89-AH.-3 F-20627 52 T.21N..R, 14W..KM.

89-AjPL'I 89.AtÿAMS-l. F-20625 52
T>' .4
. ,
4 & . *
88*APL*i BSNWAMST F40623 53
Sec. IS, 16. 17

S7-A?l>2 F-20622 54 T. 19N..R. i5W.» F.M.
**-• -dm*.
Sec.H
* 86-APW5 1 86*APL/AMS-5 F*2«6Z! 55 T.19N..R. 14W,;FM
s *
'
Sec, 19

55 ..
V. .v
SS’APW 86-APUAMS-5 F*20621
Sec, 24

8tirAPL*3A- 86*APL/AMS'3A 55 T. 19N„R. 14W..FX
Sec. 31
•5; r «; ** *

86*APL»2 F406I6 55 T.18N..R. 14 W., F.M-
‘ '

Sec. ,4 r
« * £ • »» »

86-APL4 F-20615 55

*
APwitI~7 225
EXHIBIT A - Part II
TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities

ACCESS ROAD A/K/A SERIAL ALG. TOWNSHIP, RANGE, MER.
ACCESS ROAD NUMBER SHT. SECTIONS
84-APL-2 F-20611 57 T. 17 N.. R. 13 W„ F.M.
Sec. 28

84-APL-l F-20610 57 T. 17 N.. R. 13 W„ F.M.
Sec. 28

83-APL-3 83-APUAMS-3 F-20609 58 T. 16 N.. R. 13 W.. F.M.
Sec. 4

83-APL-2 83-APL/AMS-2 F-20608 58 T. 16N..R. 13 W.. F.M.
Sec. 14

82-APL-2 82-APIVAMS-2 F-20606 59 T. 15 N.. R. 12 W„ F.M.
Sec. 7

81-APL-4 F-20605 60 T. 15N..R. 12 W„ F.M.
Sec. 29

81-APL-3 81-APL/AMS-3 F-20604 60 T. 15 N.. R. 12 W.. F.M.
Sec. 31

80-APL-2 F-20600 61 T. 14N..R. 12 W.. F.M.
Sec. 34

79-APL-3 F-20598 62 T. 13 N.. R. 12W. F.M.
Sec. 12

79-APL-2 79-APL/AMS-2 F-20597 62 T. 13N..R. 11 W.. F.M.
Sec. 17, 18

79-APL-l 79-APL/AMS-l F-20596 62 T. 13 N., R. 11 W- F.M.
Sec. 22

78-APL-3 78-APL/AMS-3 F-20595 63 T. 13 N.ÿR. 11 W-. F.M.
Sec. 36

78-APL-l F-20594 63 T. 12N..R. 11 W-. F.M.
Sec. 1

A Part II -8 226
v
|' .
.
EXHIBIT A Part,- 1)
yrJI 3 Wly C y
-
tT j

TAPS Renewal Legal Descriptions
Federal Gram of Righf-pf-Way, Related Facilities
L {€.-'«*
AD AM
ACCESS ROAD A2K/A SERIAL ALC. TOWNSHIP, RANGE, MER.
ACCESS ROAD mpiRR/ SHT.
SECTIONSÿ
62-APL-l
Sec. 3 those pontons withio
unpatented federal mining
•|g* If.
claims
« -m * L ~ •*
45-AEW &m$7 97 T, iO SR. 10 E.. P.M.
m Sec. 26
44-APL-T A F-20554 98 T.ltS~R.-lQ-g.JEM,
? Scc.22:
44-APL-3 F40553. 98 T ii s:,R/idR.
Sec. 33. 34

40-APL-4 40-APUAMS-4 P-20545 102
Sec. 19 '

...
40~AFLi 40-APL/AMS'I F-20542 m .

Sec. 5
x
3P-APL-? F-20341 103
;-
%"*ÿ v# **ÿ
Sec. 8

39-AH>*
-I-
3,AFL-L f
_. . v-?.
39-AP1MMS-!
P-20536
J?.
P-20535:
4
103
-

103
„
J*
T. 16 S.,.RJ.(>.E,.JLM,
Sec 32 :

2WS.tf
m
fflt; *>*

3S-APL-7
F-20534

P-20532
104 T:17S..RI0E.RM.
Sec 4
4 lif K 1
-
4-- smi -
38-APL-5 P-20530 104
Sec 44

37-APL4 F-20526 105 T. 17 3.. R. IQE.PM.
* ",
Sec. 36 '

227
EXHIBIT A - Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities
ACCESS ROAD A/K/A SERIAL ALG. TOWNSHIP, RANGE, MER.
ACCESS ROAD NUMBER SHT. SECTIONS
108-APL-5 F-88485 33 T. 16S..R. 10E..U.M.
Sec. 36

108-APL-1A F-88223 33 T. 37 N,. R. 10W..F.M.
Sec. 25

Pipeline Mile Post 102-APL-2A F-88222 39 T.31N..R. IQW..F.M.
("PLMP") 216.3 Sec. 18

Atigun Boat Ramp 114-APIVAMS-2C F-88221 26 T. 11 S.. R. 12 E.. U.M.
Sec. 32
104-APL-0 F-88220 37 T. 33 N.. R. 10W..F.M.
Sec. 35

86-APL-4B F-88219 55 T. 19 N.. R. 14 W.. F.M.
Sec. 30

104-APL-l F-88218 37 T. 33 N„ R. 10 W.. F.M.
Sec. 35

113-APIVAMS-2 113-APL-2 F-88197 27 T. 12 S.. R. 12 E.. U.M.
Sec. 28

112-AMS-2 112-APL-2 F-88195 29 T. 13S..R. 12 E.. U.M.
Sec. 28

108-APL-l F-88194 33 T. 36N..R. 10 W.. F.M.
Sec. 3

11 2-APL-4B F-88193 28 T. 1?S..R. 12 E.. U.M.
Sec. 9

107-APL/AMS-4 F-88192 34 T. 3ft N..R. 10 W.. F.M.
Sec. 21

103-APL-3A F-88191 38 T. 3?N..R. 10 W.. F.M.
Sec. 9

102-APL-3A 102-AMS-3A F-88190 40 T. 3}N.. R. 10W.. F.M.
Sec. 18

A Part II - 10 228
.....
EXHIBIT A- Part II
vr
d*Yr:u~ *'
TAPS Renewal Legal Descriptions
Federal Grant of Right-oi-Way, Related Facilities
,
ACCESS HOAD A/KM SERI AL ALG. TOWNSHIP, RANGE, Mlfifc
ACCESS ROAD
.
NUMBER SHT. SECTIONS
-f !
*4ÿ 4,

I01-APL-2 )01 APL/AMS-2 F-S8IS9 40 T 31N.R.H W. F.M.
: fslpÿr
101-Aa.m : im-AMS-VB *w® « :ML_
*t
IW-APt-U
j. •* ’ -
F-88187
. ;»
»#:
*
|£tesiS-
’ÿFf
SO-APOAMS-l, 9tLAH.i
r. -
F-88186
,
»;ÿ
51
4

T/im.KJ
. ;

Sec,m31,32.

S6-APMA W6ISS 55
'jt JL. s«.?o
S6-APL-4 F-88IS4 55
sec: 30
4 -T

101 -AFl/AMS-4 tmm
» w
4o
. <ÿ
r.3t N.:,R, II W- FM-
Sec,25

103APL-3 F-84277 38 .LilNÿE/J0 ' < F-M, -
*JE# ’
.
90-APL2 F-81337 51
i$
. ...
M " .

9-APL-3B 9-AMS-3B AA-75690 _ 135
*** < ' iv* Sec. £7*1$

-
AA-37895 134
•••»». 1..J
t70;.1Ltm

deafer AA-37B9* 105 4
,t. w , . v.
w-mj,xm4 APL-3 AA-1II85 116
Sec. 29

AP«nU-l! , 229
EXHIBIT A -Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities
ACCESS ROAD A/K/A SERIAL ALG. TOWNSHIP, RANGE, MER.
ACCESS ROAD NUMBER SHT. SECTIONS
9-APL-3A AA-9602 135 T.7S..R. 1 W..C.R.M.
Sec. 24

8-APL- AA-9589 136 T. 8S..R. 1 W..C.R.M.
Sec. 6

35-APL-6 35-APL/AMS-6 AA-9213 107 T. 19S..R. 11 E..F.M.
Sec. 28, 29

29-APL-l AA-9198 114 T. 11 N..R. 1 W„ C.R.M.
Sec. 16, 21

23-APL-1A AA-9189 120 T. 6 N.. R. 1 W.. C.R.M.
Sec. 27, 28, 29, 30

23-APL-1A AA-9189 120 T. 6 N.. R. 2 W.. C.R.M.
Sec. 25

19-APL-3 AA-9166 125 T. 2 N.. R. 1 W.. C.R.M
Sec. 12

31-APL-3 AA-8871 Ill & T. 13 N.. R. 1 W„ C.R.M.
112 Sec. 6

31-APL-3 AA-8871 Ill & T. 13 N.. R. 2 W.. C.R.M.
112 Sec. 1

31-APL-3 AA-8871 111 & T. 14N..R. 1 W„ C.R.M.
112 Sec. 31

30-APL-l AA-8870 113 T. 12N..R. lW.. C.R.M.
Sec. 7, 8

26-APL/ AMR-3 26-APL-3 AA-8867 117 T. 9 N.. R. 2 W.. C.R.M,
Sec. 23, 24, 25

26-APL-2 26-APL/AMS-2 AA-8866 117 T.9N..R. 2 W..C.R.M.
Sec. 26, 35

22- APL- 1 AA-8863 122 T.5N..R.2W..C.RM
Sec. 36

APart n- 12 230
EXHIBIT A -Part H
I*tJ a-Ta&v .’ > •,.sgfe-.-v -
* ' ..
TAPS Renewal Legal Descriptions
Federal Grant of RigM-of-Way, Related Facilities
, -S-ÿ,
ACCESS ROAD AIK/A
H4-.J .* *’ *'ÿ- ~.S«
SERIAL
'V- *’
ALG. TOVfflSHIP, RANGE, MER.
... -
ACCESS ROAD MEMBER SHE SECTIONS
20-APE1 >m
~ ,"v
mmt..:
:4 >

3%APL~2 AA-S857 105
12
Sec.f;: «*..
* .
A

37-AEL-l AA-8S55 105 T. 18S.R.10H..F.M.
a* -

$ec-24
-<*S
j,-

K*
36A,APÿI. AA-8S54 106 ;

Ap a* -*»
v
36-APE1A AA-8853 107
31-APL-l AArSSSl 112
4 Sec. 19, 30

28-APE.C AA.8S40V IIS
j$ * Y *

"*
P 'r s* £ /*-
28-APE1 .28,AK/ANES:a: Stol-884S: 115 y. HR: R. I w„ C.RM,

19-APEl, AA-8845 :IS;; TIN R IP CRM.
'

Sec. 30
„ ,T V if
AA-8845 125
Sec. 25
I’
* .' ••'' * r«
17-APLT AA-8845 127 T.1S..R. IE..C.R7A
ETV« Sec, 3 alww-jm,

17ÿAPI>S AA-8842 127
%)! “V Scc.10

17-AHAs AA-8840 I28 XlS.,R,iB.,c,te
* » « Sec; 25

AIW»-l| ' 231
EXHIBIT A - Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities
ACCESS ROAD A/K/A SERIAL ALG. TOWNSHIP, RAiNGE, MER.
ACCESS ROAD NUMBER SHT. SECTIONS
12-APL-l AA-8829 132 T. 5 S.. R. 1 E.. C.'R.M.
Sec. 26, 27

11-APL-l AA-8827 133 T.6S..R. 1 E.. CiR.M.
Sec. 8

10-APL-3 AA-8825 134 T.6S..R. IE. CiR.M.
Sec. 19

10-APL-3 AA-8825 134 T. 6 S„ R. 1 W.. Cÿ.R.M.
Sec. 24

9-APL-4 9-APL/AMS-4 AA-8822 135 T. 7S..R. 1E..C.R.M
Sec. 8

9-APL-2 AA-8820 135 T.7S..R. 1 W. .R.M
Sec. 26

8-APL-2 AA-8817 135 & T.7S..R. 1 W C.R.M
136 Sec. 34

A Part II -14
232
EXHIBIT A Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities

Those rights covered by the rights-of-way described in the grants referenced below, which have
been the subject of conveyances from the United States to die State of Alaska since May 3, 1974:

ACCESS ROAD A/K/A ACCESS SERIAL ALG. TOWNSHIP, RANGE,
ROAD NUMBER SHT. MER. SECTIONS

77-APL-2 ADL415247 64 T. 12N..R. 10W.JF.M.
F-20592 Sec. 19 I

77-APL-l ADL 415246 64 T. 12N..R. 10W.fF.M.
F-20591 Sec. 35

77-APL-l ADL 415246 64 T. 11N..R. 10W..4 F.M
F-20591 Sec. 2

75-APL-2 ADL 415138 66 T. 11N..R.8W..F.M.
F-20587 Sec. 31 i

74-APL-5 ADL 415137 67 T. 10 N.. R. 8 W.. jF.M.
F-20585 Sec. 4

74-APL-3A 74-APL/AMS-3A ADL 415136 67 T. 10N..R. 8 W..IF.M.
F-21692 Sec. 10,11 I
73-APL-l ADL 415135 68 T. 10N..R.7W.JF.M
F-20580 Sec. 29, 30

128-APL-l ADL 415108 11 T. 1 N.. R. 15 E.. tJ.M.
F-86446 Sec. 7 I

127-APL-3 127-AMS-3&4A ADL 415107
F-87269
12 T. 1 N..R. 14 E..
Sec. 24 P .M.

127-APL-3 127-AMS-3&4A ADL415107 T. 1N..R. 15 E.. U.M.
F-87269 Sec. 19

127-APL-2 ADL 415106 12 T. 1 N..R. 14 E.. IU.M.
F-87320 Sec. 26

126-APL/AMS-1A ADL 415105
F-87249
13 T. 1 S..R. 14 E..
Sec. 34
|U.M.

A Pm II - 15 233
EXHIBIT A Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities
ACCESS ROAD A/K/A ACCESS SERIAL ALG. TOWNSHIP, RANGE,
ROAD NUMBER SHT. MER. SECTIONS
126-APL-l 126-APL/AMS-l ADL415104 13 T. 1 S.. R. 14 E.. U.M.
F-20733 Sec. 34

125-APL-4 125-APL/AMS-4 ADL 415103 14 T.2S..R. 14E..U.M.
F-20732 Sec. 9, 10

125-APL-3 125-APL/AMS-3 .ADL 415102 14 T.2S..R. 14E..U.M.
F-20731 Sec. 21

125-APL/AMS-2 ADL 415101 14
F-87382 Sec. 28

125-APL-l 125-APL/AMS-l ADL 415100 14 T. 2 S.. R. 14 E., |J.M.
F-87268 Sec. 32, 33 I

123-APL-2 123-APL/AMS-2 ADL 415099 16 T.4S.. R. 14 E.. U.M.
F-20728 Sec. 17, 18

122-APL-5A ADL 415098 17 T. 5 S.. R. 14 E.. U.M.
F-22960 Sec. 4

122-APL-5 ADL 415097 17 T. 5 S„ R. 14 E.. U.M.
F-22959 Sec. 4, 5

122-AMS-3 1 22-AMS-3A ADL 415096 17 T. 5 S.. R. 14 E.. U.M.
F-87383 Sec. 9, 16

122-APL-3 ADL 415095 17 T. 5 S.. R. 14 E.. U.M.
F-21632 Sec. 16 .
122-APL/AMS-l ADL 415094 18 T. 5 S.. R. 14 E.. p.M.
F-87251 Sec. 32

122-APL/AMS-l ADL 415094 18 T.6S..R. 14 E., U.M.
F-87251 Sec. 5

121-APL-5 ADL 415093 18 T.6S., R. 14 E.. U.M.
F-21588 Sec. 5, 6 i

121-AMS-3 ADL 415092 18 T.6S.. R. 14E..TJ.M.
F-87219 Sec. 17

A Part H - 16
234
' A '4: \ A. v$|*.
x-
EXHIBIT A Part II
t*. ,%
- * 4 *
TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way. Related Facilities
r .
ACCESS ROAD A/K/A ACCESS SERIAL ALG, TOWNSHIP BANGE,
ROAD NUMBER SHT. MER. SECTIONS '

c
’** V ' 4Pr .«• i,.

litAPfetA ADL41509I T.6S..R 14E.U.M.
%
V ;
- F-21587

12UAPM I2I-APL/AMS- ADL 4)5090 19

•
iC*
12DAFSB »
9 9 !
P-20721
I
At?- . ±1
.ADL 415089
w
19
-
See. 32
E5Tt»»J
T.7S..K. 14&.U.M,
...- .

ES7218 Sec. 16

120.AMS-2B .ADL 415088 19 T. TS..R, 14 E„ U.M.
t * - **
F«35 See. 4, 5
-
120- AMS 1A ADL 415087 19
F-87217
H s , a> it .

119A-APL-3 ADL4150S6 20. 21
F-21537 '

119-AN.-1 ADL 41508$ -
21 T.8&.R. BE.J
P-64649 Sep, 27 ; "

99.APL-0 99-APL-l APL 41-084 42
F-88246 Sec. 23
A K ‘
Vj? yÿ;; %
V
98-A3>t-4A
«fOj{m k.
AW«»83 43
P-21619-' '* Sec. 35
-I
*:£v>
98-APL-4 ADL 415082 43 i •

F-20661 wjc
$m. v "
"

98-APL-l ADL4I508J -43,44 T.?81S.„R,)2 WÿFM.
P-21625. Sec. 20, 21

78-APL-G ADL 415080 64 T. 12N..R. 11 W..F.M.
F- 22363

76-APL-JA ADL 413423 65 T. 1 1 N,» R. 9 W.% EM.
E20390- Sec- 16

A Finn -17 235
EXHIBIT A -Part II
* * * •

ACCESS ROAD
~ Grant oi
Federal
*
A/K/A ACCESS
/.....
TAPS Renewal legal Descriptions
Right-of-way. Related Facilities
4k 5
*>y *

SERIAL
'*ÿ•', ,.<ÿ »..(•

ALG. TOWA'SHIP, RANGE.
ROAD NUMBER SOT. MER. SECTIONS
75-APL3 75-API7AMS-3 ADL 413422 86 T. 11 N- R. 9 W..F.M.
F-20588 Sec. 25, 26
74APL-2 ADL 413421 6? T I0i4.,'B..8W.,FliA
W82 Sean;

w*m* ADL 413420
E-2(B?9
70 T. 8 R. 6 W„ F.M.
Sec. 5. 8. 7
7I.APL-1 ADL 413419 70 T.8N.R.6W..F.M.
F-20578 Sec; 9. 16
•H ,* •+ >•
. . -y ,
i(f •• •*- & •** -

70-APL-lM 70-APL-I ADL 413418 Tl T.8N..R.6W..F.M.
'<•
F-21544 Sec. 25

69-APL.l

—
ADL413417- 73
Seÿttv 12,14, 15* 2U
J 22,28.29,30

69-ARL-l ADL 413417 73 T,7N.,RJW„F.M.
P-20577 Sec, 7

ADL 413416 74 T.6N.. R.3W.. F.M.
F-2Q573 Sec, 32
/ % •: ft . i
67-APL-l
'
ADL 413416 74 T, 5 N- R. 3 W„ F.M.
6
* F-20573 See. 5.6

w ADL 413415
F- 20572
75 T.5N..R.3W..F.M.
Sec. 22

66-APL-l ADL 413414 75
P40571 Sec, 34

6S-APL-3 76
<** V
<*F
'
«*««
F-20570 5«. 2, 3 ; .

65-AFL-l ADL 413412 76
P-20569 Sec.'13,.14

236
EXHIBIT A -Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities

ACCESS ROAD A/K/A ACCESS SERIAL ALG. TOWNSHIP, RANGE,
ROAD NUMBER SHT. MER. SECTIONS
64-APL-2 ADL 413411 77 T. 4 N.. R. 2 W.. F.M.
F-20568 Sec. 22, 26, 27, 33, 34

67-APL-5 67-APL-5C ADL 403074 74 T. 6 N.. R. 4 W.. F.M.
F-20576 Sec. 23

A Part II - 19 237
EXHIBIT A Part I!

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities
Those lands within the TAPS fuel gas pipeline right-of-way described in Plat 2001-2 (Fuel Gas
Line Monumentation Survey) filed January 10, 2001 in the Barrow Recording District,
I

And further described in the TAPS Right-of-Way Boundary Description Report, Alyeska Manual
No. ROW 214, as amended,

And as further described in the following land parcel descriptions:

PARCEL DESCRIPTION

UMIAT MERIDIAN

T.9S„ R. 13 E.. U.M.
Sec. 3, 4, 5, 7, 8

T. 9 S- R. 12 E.. U.M.
Sec. 12, 13, 14, 15, 19,20,21,22

T.9S..R. 11E.. U.M.
Sec. 22, 23, 24, 27, 28, 33

T. 10S..R. 11 E.. U.M.
Sec. 3,4, 10,14, 15,23, 26,35

T. 11 S..R. 11 E.. U.M.
Sec. 2,11,12, 13,24

A Part II - 20 238
EXHIBIT A -Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities

Those lands within the TAPS fuel gas pipeline right-of-way described in Plat 2001-2 (Fuel Gas
Line Monumentation Survey) filed January 10, 2001 in the Banow Recording District,

And further described in the TAPS Right-of-Way Boundary Description Report, Alyeska
Manual No. ROW 214, as amended,

As it pertains to the following lands that have been the subject of conveyances from the United
States to the State of Alaska since May 3, 1974:

PARCEL DESCRIPTION

Umiat Meridian

T. 1 N.. R. 15 E.. U.M.
Sec. 6, 7

T. 1 N.. R. 14 E.. U.M.
Sec. 11, 12, 14, 15, 21, 22, 28, 32, 33

T. 1 S.. R. 14 E.. U.M.
Sec. 3,4, 9, 16,21,22, 27,34

T. 2 S.. R. 14 E- U.M.
Sec. 3, 4,9, 16,21,28, 32, 33

T.3S..R. 14 E.. U.M.
Sec. 5, 7,8,18, 19, 30,31

T.4S.. R. 14 E.. U.M.
Sec. 6, 7, 17, 18, 19, 20, 29, 30, 31, 32

T.5S.. R. 14 E.. U.M.
Sec. 4, 5,8, 16,17,21,28, 29, 32

T. 6 S.. R. 14 E.. U.M.
Sec. 5, 6, 7, 18, 19, 30,31,32

T.7S.. R. 14 E.. U.M.
Sec. 5, 8, 9, 16, 21, 28, 29, 32

A Part 11-21 239
EXHIBIT A Part II

TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities

T. 8 S.. R. 14 E.. U.M.
Sec. 5, 6, 7, 8, 18

T. 8S..R. 13 E.. U.M.
Sec. 13,23,24,26, 27, 28,33,34

A Part II - 22 240
EXHIBIT A - Part II
TAPS Renewal Legal Descriptions
Federal Grant of Right-of-Way, Related Facilities

Federal Grant of Right of Way, F-84966
Prospect Power & Communication Line
Those Bureau of Land Management lands described in Alyeska Drawing No. D-47-P2979-E5,
Rev. 1 dated 6-85, and attached as Exhibit “A” to the above-referenced Federal Grant, located
within the following described lands:

T. 23 N., R. 14 W.. F.M.
Sec. 17 SWA

Federal Grant of Right of Way, AA-31239
Gulkana Communication Site & Access Road
Those Bureau of Land Management lands described in the drawings attached as Exhibit “A” to
the above-referenced Federal Grant, located within the following described lands:

T. 9 N.. R. 2 W„ C.R.M.
Sec. 26 SW'/iSEVi
Sec. 35 NWWNEW

APart II- 23 241
& It n Mnioll A m
’iv
-Ko> ”'X< •% •fr

>&8 • '•-••••
# $ÿ
m {y list of Applications and Accompanying Alignment
<8; Map and Site Location Drawings Identifying &
:<•
&
m the General Route of the Pipeline
I

v «HV
'**' 3*** t “ * * V *f *•
'ÿ

Si m M '
;8

WM Jl I H i

242
EXHIBIT A
List of Applications and Accompanying Alignment
Map and Site Location Drawings Identifying
the General Route of the Pipeline
A. The general route of ih» Pipeline is identi¬ (o) DM* of Survey
fied in the following applications, alignment map Engineer\ Statement attached to
and site location drawings, filed: with the Bureau Sheet 1 indicates that survey was
of tend Management: made commencing August If), 1970
(1) Alignment of the centerline of the line thrash February 16. 197? (and
continuing as minor realignments
(a) Application* occur) and that such survey is ac¬
BLM serial numbers curately represented upon the
AA-3847—sheets 1 to 26 inclusive aforesaid sheets of the map with
- —
F 1.2505 sheet* 26 to IBS inclusive
(b) Description of Alignment Map
Aiyeska Pipeline Service Company
certain ozoeptiona that are noted
oo individual engineer’s state-
Trans Alaska Pipeline Svst«n (d) Dote Alignment Map was nled
Dwg. Ko. AJL-40-G2 September 18,1973
Sheets 1-138. inclusive (1*3 sheets (•) 3LM ojftce vher* fiUd
in all, including 23A, 3SA. 53A, Alaska State Office
114 A and USA) Bureau of Land Management
Prudhoe Bay to Valdez 355 Cordova Street

—
..........
*B" OU Pipeline Alignment Map Anchorage, Alaska
Scale tl'' -1,000" (2> Locations of certain Related Facilities
'•

—— -----—
)UI*MI taertU*
•'1,"*£iagT',(ÿ a# Th$S~L 500

——
»•••«•« »•*«« • •«.« *•».* w

.....
.....
P-15430 D-34-L 501
.
*7.. » » 1M32 D-37-L 502 1-13-73

• . F—15436
EH35-L SOI 1-13-73
glu. ~ •**»««»« ». D-40-L 300 1-13-7*
.
v V <• -mo
•« aaV}» aye’ll* v* v * i AA £M1-L 300 1-13-72

....
AA-SMI D-42-L $00 1-12-72
(b) Meehantul Rn/riesratwo Shipment Sites: ’’ •
I

*Uv.— D-CO-L 00 No Date
D-00-L 97 No Date
... IMHft 98
D-00-L 99
NoDau
No Date
*'ÿ

A-l
- 0-00-L100
D-OO-L 101
No Date
Nft Date

243
suuM<)tet«*r Atei'MOM* Ji,X Jlnrajj
a.’insj#

|b 1 Mechanic*: Rcfriferatlsa Equ'p«nt H'.trn— Goxiticottl
!>-00-L 102 No Date
M ias No Date
*•
fe) Pump Station Conu&uciaauoti Sltee:
•ÿ••r
•
**•*.»ÿ
- * I>-Cÿt J04 No Date
fcl|» w F-1.5423 D-33-L Ml 1-1X-TJ
ft .. F-J5425
F-1542T
EK33-1/M1 1-12-7*

*
$4 >p+rm'
.«#***>•*a*.4**4. * toV* .... r-iMax
F-1M23
D-34~: 501
D-SM. KU
1-14-73
1-13-72
*fl.„
1*tv f> *-* >ppp<
- •
pp— «. p. .. F-IMM I3-J6-L 3os
M7"L 503
1-13-72
6-20-72
«... F-1M35 D-js-t m >-12-72 -
110.. . F-1543? D~40-.t. Ml 1-12-72
Ali•>••*****• (•ÿ••••to****-****)"***-*** AA-fl£*2 I>~4I-L 401 1-12-7*
713...P.PP .PAPPAP—Pppp— .p AA-5M3 I>-42~L 501 1-12-7*
fii) Basic Communication Sitae:
ViJd«s T*rmio«l. . D-60-L 553 12-17-73
Keystone.......
Pt«rmi4t«». :.p... Xto y m TOM
- -
. WO*l 511
. XM0-L 540
6-22-73
11-3-73
Tatoa... •r •4«w •, *. .
PS xo. 12 ruMv«
>» •to toV* •
••» -
•
•
to vi

B0VO4 «4 4 »4*V4 »
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Exhibits
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Requirements of the Department of Defensÿ
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Relating
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Military
y; -
Installations
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.- B*hm & to the origiMl FederalGrant, ' •
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the overflowing, flooding: and submerging of portions of its right-of- way through the Chena
River Lakes Project, and that said overflowing, flooding, and submerging of its right-of-way,
may obstruct passage along or otherwise preclude the Company's full and unrestricted use of
said right-of-way, and the Company hereby consents thereto; provided, however, that such
consent by tlte Company shall in no way relieve the United States of America from any liability
arising out of any activity incktem to the construction, operation, or maintenance by it of the
Chena River Lakes Project except as herem provided
6. The Company shall be notified sis soon as possible prior to or after any flooding
affecting the Pipeline right-of-way.

.
— .....
*
.
urykssprevmusty authorÿ by
Management,
. . •'

# Aitthomed Office* of iho Office of Special Projects!, Btawra of Land

8-0 258
DATED this 2nd day of May, 1980

ALYESKA PIPELINE SERVICE COMPANY
Agent for:

Amerada Hess Pipeline Corporation
ARCO Pipe Line Company
BP Pipelines Inc.
Exxon Pipeline Company
Mobil Alaska Pipeline Company
Phillips Alaska Pipeline Company
Sohio Pipe Line Company
Union Alaska Pipeline Company

By: Is/

UNITED STATES OF AMERICA
U.S. Army, Corps of Engineers

By: /s/
District Engineer
Alaska District

B - 11
259
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&l£r 260
DOD REQUESTED CHANGES TO REQUIREMENTS OF THE DOD RELATING TO
MILITARY INSTALLATIONS (EXHIBIT B OF THE CURRENT GRANT)

A. General requirements:
Item 1: Due to the increased security measures and required coordination procedures at Eielson
AFB, notification of entry onto Eielson AFB for routine operations and maintenance shall be
coordinated at least 14 days in advance. If for construction outside of the existing right-of-way,
notification shall be coordinated at least 60 days prior to entry Adjusting the advance
notification requirement will allow the appropriate offices to provide authorization in an
expeditious manner.

Item 11: Crossing of Army Petroleum Oil and Lubricant (POL) lines will be coordinated with
the affected installation commander and the Defense Energy Support Center Commander,
Alaska, 10470 22nd St, Elmendorf AFB AK 99506, and the Director of Public Works, Real
Estate Office on Fort Richardson, AK 99505

All references to installation commander should be revised to read “Installation
Commander/Garrison Commander” as the Army no longer has installation commanders

All required notifications pertaining to U S. Army military should be addressed to the G-arrison
Commander and the Director of Public Works.

261
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EXHIBIT B *
«• .
• uj :ÿ W' 'ÿ4 ;• :->X A> * .o. >& A «£• x

r t Requirements of the Department of Defense %

# m J WTZ
Relating to Military Installations
•?
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II :I

262
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263
*
ca»lv operated devices ;r.stalled u part
of the Pipeline System which are capable of pro¬
erntioit and maintenance of any military pipeline* ducing radiation*, ciertoroagnette or other inter-
utility and t-oottnitnictuion Imre is prohibited ex¬
ferenre. shall bo screened, filtered or otherwise
cept by autitorixadoti hy tins- insuUadon com¬
.-Mipprcwod to the er.unt that such devices will not
mon permit passage of military personnel and ve¬
hicles; timely notice of requirements to be fur¬
faculties under th* control of or trttluad by Atr
Force Communications System /White Alio* will
nished by isstallattaa commander. be coordinated at least too \ 10) days prior to entry
Id. In oocneetion with Permittees’ duties to re¬ with Alaska Communications Region through
pair, replace, and rehabilitate as provided for In Headquarters. Alaskan Air Command, Elmendorf
Section 13 of this Agreement, where borrowed soil Air Force Bose. Entry under emergency condi¬
material is neoewsory to perform such duties, the tions will be coordinated i»xpediUouK> with the
location and method of obtaining the borrowed Region.
maternal shall lie approved by the installation
commander, .ill surplus material not required for 81. Should the Pipeline crow? high voltage
fill, be cleft! I or grading shall be spread and leveled P°"*r transmission Imre on EiaUon Air Force
in an area designated by said commander. adequate precaution to the satisfaction of
17. Permittees shall submit legal descriptions of inetallstion commander will be taken to insure
the centerline of the Riehr-of-Way and permanent ttl|Mi00 wko „n toroedUu)f pro.

proc™* authorised by the ajsvalU-
-re built” drawings (and final "as built” drew*
ings shall be famished within three hundred and
sh>U
u #
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267
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268:>c
15. Guaranty

A. Upon being notified by the Secretary to do so. each Permittee shall cause to be delivered to
the Secretary a valid and unconditional guaranty of the full and timely payment of all liabilities
and obligations of the Permittee to the United States under or in connecuon with this Agreement
or any other agreement, permit or authorization to be issued or granted to the Permittees by the
Secretary that relates in whole or in part to all or any part of the Pipeline System.

B. It is recognized that a proposed guarantor of a Permittee may be a corporation (or an
individual stockholder thereof), a partnership (or an individual partner thereof), an association
that is authorized and empowered to sue and be sued and to hold the title to property in its own
name (or an individual associate thereof), a joint stock company that is authorized and
empowered to sue and be sued and to hold the title to property in its own name (or any individual
participant therein), or a business trust (or an individual settlor thereof), and may or may not
directly or indirectly own a legal or beneficial interest in the Permittee whose liabilities and
obligations are sought to be guaranteed. In the case of multiple guarantors that are acceptable to
the Secretary, each shall be severally liable for only its proportionate share of any sum or
payment covered by the guaranty.

C. Each guaranty shall be satisfactory to the Secretary in all respects including, without
limitation, the form and substance of the guaranty, the financial capability of a proposed
guarantor, the availability of such guarantor to service of process, the availability of the assets of
such guarantor with respect to the enforcement of judgments against the guarantor, and the
number of guarantors that will be necessary to guarantee all of the liabilities and obligauons
which will be covered by a particular guaranty; provided, however, that the Secretary shall not
unreasonably withhold his approval with respect to a guaranty or guarantor.

D. The Secretary shall have the right at any time, and from time to time, to require the
substitution and delivery of a new form of guaranty in the event that an outstanding guaranty is
held to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction or,
that the controlling law shall, by statute or judicial decision, be so altered as to impair, prevent or
nullify the enforcement or exercise of any right or option of the United Slates under an
outstanding guaranty; provided, however, that the outstanding guaranty (to the extent of its
validity or enforceability, if any) shall continue in full force and effect with respect to any claim.
suit, accrued liability or defense thereunder that exists at the time of substitution; provided
further, that the new form of guaranty, in each such case, shall be required as to all Permittees
that at the time of substitution have delivered, or are required to deliver, a guaranty.

2
269
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270
EXHIBIT C
Requirements of the Federal Power Commission
Relating to Power Sites
A. With respect to any Federal Lands that are the event the said land is required for such purposes, any
improvements or structures placed thereon which shall
classified, withdrawn or reserved for power pur¬
be found to interfere with such development shall be
poses, the grant of the Right-of-Way is, in ac¬ removed or relocated as may be necessary to eliminate
cordance witli the findings of the Federal Power interference with reservoir or power development at no
Commission (Docket No. DA-112-Alaska, U.S. cost to the United States, its permittees or licensees.
Department of the Interior, issued on December 6, 11. The Permittees herein shall not be deemed
1973) , made subject to : to be “permittees or licensees” within the meaning
••• the retention of prior rights for reservoir or of the aforesaid findings of the Federal Power
power development, and subject to the condition that in Commission.

C-l

271
Ofl&i

fe:

#•
I
«««r J% I EXHIBIT 0
V* ;X<|
S'
=•>:?.* o
*
*
Stipulationsfor the Agreement and Grant of Right-of-Way
4*
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D-4

—— -----
——---------
--------
1.4 Cowmou Ajent I’enni(««i r**»« w»... I)-ft
l. » Authority of RtU*d OWwMid Ccmmne Agswt; Ordwa

I A Onlm and Notices .........
I. T Nuttce* To froceed...
.-------
*
------
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D-fi
D-«
1. S Changes in Condition!) .... *

.....
IWt
Lfi Antiquities sad If tetorioaf D-8
1. 10 IV4fc
1» 11 Ptibifc
y 12 Regulation of Public JUMD .......
....
.......
...
........
........ LM0

____......
D-9
L 13 ElorttoniesUy grated DwJce*. - D-a
L 14 Camÿng, Hunting, Hiding. and Trapping JM
I- 15 Small Craft Faasisgr.-, M

__—
<•-«»-—

—
..
4i 1« Protection of Sur«f.yMonum«tie
I. If Ft* Prevention and Suppreaelon
L IS SurveUiawe and Maintenance. .
1.19 Housing and
1. 20 Health «ftd Safety. < .....
.
aa«a.a
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% 13 Reporting of W pfeeharg**-. . VM««***9 0-14
Z 14 Contin««s»»y 0-14
2 TRCHNIC/il,

a2 Wpcltas 3yat«n Standard*.. . ... .. »v 1>45
ZH
3. 4
Construction Mode Requirement*
Earthquakes *®d Vault Displacement*....... ... ............ 0-15
. D-16
Z ft
fojpeStaWlfty.;.....
Stream and Hood Haln Crocsiagn and Erosion .. ........: * OrlT
D-l2
o-i7
RS GUelcr Surges.....w.
---—... •'ÿ•ÿ•• D-17
3- « Conainicrku Mid Operation
A 10 Pipeline Oomwce
8. 11 ConU»o»at of 051 Spills. — D-J
...
»ÿ *;ÿ j mi"
0-1*
D-18
0-18

273
1. GBNERAL 1.1.1.7. “Commissioning’' means the acceptance
und custody by Permittees of the first Oil tendered
1.1. Definitions
for shipment through the Pipeline after provision
1.1.1. As used in three Stipulations and else¬ for line fill and tank bottoms. Permittees shall, by
where in this “Agreement and Grant of Right-of- written notice, promptly advise the Authorized
Way for Trans- Alaska Pipeline’'’, the following Officer of the date upon which such acceptance and
terms haw the following meanings: custody takes place.
l.l.l.l. “Access Roads” means the roads con¬ 1-1.1 A “Construction Mode” moans the type of
structed or ueed by Permittees within, or for in¬ construction to be employed generally with regard
gress to and egress from, the Pipeline System. to the Pipeline (e.g., whether the pipe will be
It does not include the proposed State highway buried or elevated).
from the Yukon River to Pnidhoe Hay, Alaska, or 1.1.1.9. “Construction Segment" means a por¬
any other State highway. tion of the Pipeline System that constitutes a com¬
1.1.1A “Affiliate” means (a) a Subsidiary of plete physical entity or stage, in and of itself.
a Parent, or (b) tho Parent of the Subsidiary, or which CAn be constructed, independently of any
(c) In the caw of a corporate Subsidiary, one or other portion or stage of the Pipeline System, in
more corporations that share the Parent with the a designated area or between two given geographi¬
Subsidiary by reason of the fact that all of the cal points reasonably proximate to one another. It
outstanding capital stock of each of the corpora¬ ts not to be construed as referring to the entirety
tions that share the Parent is owned directly or of the Pipeline or of the Pipeline System.
indirectly by the Parent, or (d) in the case of 1J J.10. “Construction Subdivision" means any
Sohlo Pipe Line Company, any corporation of one of approximately six (6) large, lineal sections
which all of the outstanding capita) stock is owned of the route of the Pipeline as determined by the
directly or indirectly by The Standard Oil Com¬ Authorized Officer after consulting with Permit¬
pany, an Ohio corporation, or The British Pe¬ tees.
troleum Company, Limited, a United Kingdom 1.1.1.11. “Department" means the Department
corporation, or both. of the Interior of the United States, or any suc¬
1.1.L3. “Authorized Officer" means the em¬ cessor department or agency.
ployee of the Department, designated by the Sec¬ 1.1.1.12. “Final Design” comprises completed
retary, to whom the Secretary delegates the au¬ design documents. It shall include contract plans
thority to act on behalf of the Secretary pursuant and specifications: proposed Construction Mode*;
to thin Agreement or such other Pcreon to whom operational requirements necessary to justify de¬
the Authorized Officer redelegates his authority signs; schedules; design analysis (including sam¬
pursuant to the delegation of authority to ple calculations for each particular design fea¬
the Authorized Officer from the Secretary. ture) ; all functional and engineering criteria;
l.l.l.l. “Business Entity” means an artificial summaries of teste conducted and their results;
legal entity, formed to conduct one or more ven- and other considerations pertinent to design and
turea for profit, or not for profit, that b duly au¬ project life expectancy.
thorized and empowered to sue and be sued, and to 1.1.1.13. “Involuntary Passage of Titln" means
hold the title to property, in its own name a Transfer that is made by the exercise of a power
1.1.1A “Category 1(c) Lends” means lands of sale primarily for the benefit of creditors, or in
aelrrtcd by the State and not tentatively approved accordance with the judgment, order or decree of a
and not withdrawn under section 11(a)(2) of the court in bankruptcy, eminent domain or other
Alaska Native Claims Settlement Act similar proceedings, or pursuant to any act or res¬
1.1.1.6. “Category 1(d) Lands” means lands Se¬ olution of a sovereign legislative body directing a
lected by the State and not tentatively approved lawful taking of property.
and which were withdrawn under section 11(a) 1.1.1.14. “Mapping Segment*' means a Con¬
(2) of the Alaska Native Claims Settlement Act struction Subdivision, or any part thereof, as de¬
but which are not available for village or regional termined by the Authorised Officer; provided,
selection under section 22(1) of the Alaska Native howver, that with respect to a pump station,
Claims Settlement Act, R5 Stat 713, 43 U.S.C. basic communication site, remote control valve
§l«n (1970). site, mechanical refrigeration equipment site and

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274
any other like Related Facility, a Mapping Seg¬ computations to support the design concepts and
ment means the entire site. baste for project siring.
1.1.1.15. “Notice to Proceed” means a permis¬ 1.1.1.24. A. “Related Facilities” means those
sion to initiate Pipeline System construction that structures, devices, improvements, and sites, the
is issued in accordance with Stipulation 1.7. substantially continuous use of which is necessary
UJ.16. “Oil” means unrefined liquid hydro¬ for the operation or maintenance of the Oil trans¬
carbons, including gas liquids. portation pipeline, including :
1.1.1.17. “Parent" means a Person or Business (1) line pipe and supporting structures;
Entity whose direct or indirect legal or beneficial (2) pump stations, including associated
ownership interest in, or with respect to, a Trans¬ buildings, heliports, structures, yards and
feree or Permittee enable* that Person or Business fo thorn and that is
service of any process, pleadings or other docu¬ issued by the Secretary, the Authorized Officer or
ments in connection with any court or administra¬ by any duly authorized representative of the Au¬
tive proceeding relating in whole or in part to this thorized Offioer-
Agreement or to all or any part of the Pipeline 1.5-3. Permittees shall cause the common agent
System and to which the United Statca shall bo a of Permittees to maintain a sufficient number of
party. its duly authorized representatives to allow for
1.4-2. Permittees shall maintain a common agent the prompt delivery to Permittees, or any of them,
for the construction, operation, maintenance and of alt notices, orders and other communications,

D-5

277
written or oral, uf the Secretary or Authorized has bean delivered, either by messenger during
Officer. Koch of the said reprcsenUtivM shall be normal business hours or by means of registered or
registered with the Authorized Officer, and shall certified United Staten mail, portage prepaid, re¬
be appropriately identified in such manner and on turn receipt requested, to tho Secretary person¬
such terms ns the Authorized Officer shall pre¬ ally or to Office Room No. 6I&1 in the Department
scribe. Permittees shall cause the common agent of the Interior Building, ISth 6 C Street*, North-
of Permittee* to consult with the Authorized Of¬ weft, Washington, D.C. dO‘240.
ficer at any time regarding the number and 1.6J>. All written notices and communications
location of such rep return tativm of the common of any one or more of Permittees that are ad¬
agent. dressed to the Authorised Officer shall be deemed
1.6. Order* and Notices to have been delivered and rewired by the ad¬
1.6.1. All decisions, determinations, authoriza¬ dressee when the notice or communication has been
tions, approvals, consents, demands or directions delivered, cither by messenger during normal burn-
that shall bo made or given by the Secretary or neaa hours or by means of registered or certified
the Authorized Officer to any one or more of Per¬ United States mail, postage prepaid, return re¬
mittees in oanuertion with the enforcement or ad¬ ceipt requested, to the Authorized Officer per¬
ministration of this Agreement, any applicable law sonally or to Office Room No. 405, 555 Cordova
or regulation, or any other agreement, permit or Street, Anchorage, Alaska 99504.
authorization relating in whole or in part to all 1.6.6. The United States or Permittees, by writ¬
or any part of the Pipeline System shall, except ten notice to the other, may change the office ad¬
as otherwise provided in Stipulation 1.6.21 of this dress to which written notices, orders, or other
Stipulation, be in the form of a written order or written communications may be addressed and
notice. delivered thereafter, subject, however, to the pro¬
1.6L2. If, in the judgment of the Secretary or visions of Stipulation 1.4.
the Authorized Officer, there is an emergency that 1.6.7. The regulations of the Department re¬
necessitates (lie immediate issuance to any one or lating to notices or other communication* by mail
more of Permittees of an order or notice, such (42 CFR ISIOJS) shall not be applicable to this
order or notice may be given orally, provided, kerw- Agreement.
ever, that subsequent confirmation of the order or 1.7. Notices To Proceed
notice shall be given in writing as rapidly as is 1.7.1. Permission to construct.
practicable under the circumstances, 1-7.1.1. Permittees shall not initiate any con¬
1.6.3. AH written orders, notices or other writ¬ struction of the Pipeline System without prior
ten communications, including telegrams, relating written permission of the Authorized Officer. Such
to any subject (and regardless of whether they do permission shall be given solely by means of a
or do not relate to the design or construction of the written Notice to Proceed issued by the Author¬
Pipeline System) that are addressed to any one ized Officer. Each Notice to Proceed shall author¬
or more of Permittees shall be deemed to have ize construction only as therein expressly slated
been delivered to and received by the addressee and only for the particular Construction Segment
or addressees when the order, notice or other com¬ therein described.
munication has been delivered: (1) either by mes¬ 1.7.1.2. Tike Authorized Officer shall issue a
senger during normal business hours or by means Notice to Proceed only when in his judgment the
of registered or certified United States mail, port¬ construction (including design) and operation
age prepaid, return receipt requested, to the officii proposals are in conformity with the provisions
of the common agent of Permittees at 1615 South of these Stipulations.
Braga w Street, Anchorage, Alaska 99004, or (2) 1.7.1.3, By written notice, the Authorized Offi¬
personally to any authorized representative of th« cer may revoke in whole or in part any Notice to
common agent. Proofed which has been issued when in his judg¬
1.6.1. All written notices and communications, ment unforeseen conditions later arising require
including telegrams, of any one or more of Per¬ alterations in the Notice to Proeeod in order to:
mittees that are addresned to the Secretary shall be protect or maintain nubility of geologic materials;
deemed to have been delivered to and received by protect or maintain integrity of the Pipeline Sys¬
the Secretary when the notice or communication tem ; prevent serious and irreparable harm to the

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278
environment (including but not limited to fiiih or 1.7.3.2. The summary network analysis diagram
wildlife populations, or their habitat*) ; or remove shall be updated at thirty (30) day intervals, as
hazards to public health and nefety. significant change# occur, or as otherwise ap¬
1.7.1A Prior to submission of any Preliminary proved in writing by the Authorized Officer.
Designs or applications for any Notice to Pro¬ 1.7.4. Application for Notice to Proceed
ceed, Permittees and the Authorized Officer shall 1.7.4.1. Permittees may apply for a Notice to
agree to a schedule for the time, scope and quan¬ Proceed for only those Construction Segments for
tity of such submissions and applications. The which the Preliminary Design has been approved
purpose of such schedule is to assure that Per- in writing by the Authorized Officer or a waiver
mittcea’ submissions and applications shall be rea¬ pursuant to Stipulation 1.7.2.2 has been issued !*•
sonable in scope, and filed in a reasonable time writing by the Authorized Officer.
frame, insofar as the workload thereby imposed 1.74.2. Before applying for a Notice to Proceed
on the Authorized Officer is concerned. Submittals for a Construction Segment, Permittee* shall, in
and applications shall be filed in accordance with such manner as shall be acceptable to the Author¬
said schedule, and the Authorised Officer may re¬ ized Officer, by survey, locate and clearly mark on
fuse to consider any that are not so filed. The the ground the proposed centerline of the line
schedule may be reviewed and revised from time pipe to be located in the Mapping Segment within
to time as may be agreed upon by Permittees and which the Construction Segment is to be con¬
the Authorized Officer. structed and the location of all Belated Facilities
1.7.2. Preliminary Design Submissions proposed to be constructed in the Mapping
I.7.2.I. Prior to applying for a Notice to Pro¬ Segment.
ceed for any Construction Segment, Permittees 1.74.3. Each application for a Notice to Pro¬
shall submit the Preliminary Design for that Seg¬ ceed shall be supported by :
ment to the Authorized Officer for approval (1) A Final Design.
Where appropriate, each submission shall include (2) All reports and result* of environmental
the criteria which justify the selection of the Con¬ studios conducted or considered by
struction Modes. The Authorized Officer shall ex¬ Permittees.
peditiously review each submission and shall do so (8) All data necessary to demonstrate com¬
within thirty (30) days from the date of his re¬ pliance with the terms and conditions of
ceipt of the submission. The Authorized Officer these Stipulations with respect to that
may request additional information if he deems it particular Construction Segment.
necessary. (4) A detailed network analysis diagram for
1.7.2.2. Iu appropriate cases, the Authorized the Construction Segment, including:
Officer may waive the requirement that a Prelim¬ Permittees’ work schedules; consents,
inary Design be submitted. In this circumstance, permits or authorizations required by
Permittees may proc/vd to apply for a Notice to State and Federal agencies and their in¬
Proofed in accordance with Stipulation 1.7.4. terrelationships; design and review peri¬
1.7.3. Summary Network Analysis Diagram ods; data collection activities; and con¬
I.7.3.I. Prior to Final Design submissions, Per¬ struction sequencing. The detailed net¬
mittees shall submit a summary network analysis work analysis diagram shall be updated
diagram for the entire project to the Authorized as required to reflect current status of
Officer. The summary network analysis diagram the project.
(5) A map or maps, prepared in such man¬
shall be time-scaled and shall include all activities
ner as shall be acceptable to the Author¬
and contingencies which may reasonably be anti¬ ized Officer, depicting thn proposed loca¬
cipated in connection with the project. The sum¬ tion in the Mapping Segment within
mary network analysis diagram shall include: which the Construction Segment in to bo
(1 ) Data collection activities ; constructed of : (1) the boundaries of nil
(2) Submittal and approval activities; contiguous temporary use areas, and (2)
(3) Pre-construction, const.ruc.tion and post- all improvements, buried or above
construction activities; and ground, that are to be constructed within
(4) Other pertinent data. the Mapping Segment. The Authorized
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279
Officer shall not iaaue a Kotina to Proceed IX Changes in Conditions
with construction until he has approved 1.8.L Unforeseen conditions arising during con¬
all relevant locations on the ground and struction, operation, maintenance or termination
temporary boundary markers have been of the Pipeline System may make it necessary to
set by Permittees to the satisfaction of revise or amend these Stipulations to control or
the Authorized Officer. prevent damage to the environment or hazard* to
(6) Such other data on may be requested by public health and safety. In that event, Permit¬
the Authorized Officer either before sub¬ tees and the Authorized Officer shall agree a« to
mission of the application for a Notice what revisions or amendments shall be made. If
to Proceed or at any time during the re¬ they are unable to agree, the Secretary shall have
view period.
final authority to determine the matter.
1.9. Antiquities and Historical Sites
1.7AA. During review of an application for a
Notice to Proceed, the relevant portion of the 1.9.1. Permittees shall engag* an archeologist
approved by the Authorized Officer to provide
route of the Pipeline may be modified by tho surveillance, and inspection of the Pipeline System
Authorized Officer, if, in Ills judgment, environ¬ for archeological values.
mental conditions or new technological develop¬
1.9.2. If, in connection with any operation un¬
ments warrant the modifications. If, during con¬ der this Agreement, or any other Agreement is¬
struction, adverse physical conditions are encoun¬ sued in connection with the Pipeline System, Per
tered that were not known to exist, or that were mittees encounter known or previously unknown
known to exist but their significance was not fully paleontological, archeological, or historical ritre,
appreciated when the Authorised Officer issued a Permittere shall immediately notify the Author¬
Notice to Ihrocecd for the portion of the Mapping ized Officer and said archaologirt. Permittees'
Segment in which the physical conditions are en¬ archeologist shall investigate and provide an on-
countered, the Authorized Officer may authorize the-ground opinion regarding tho protection meas¬
deviations from the initially approved location of ures to be undertaken by Permittee*!. The Author¬
the Pipeline to another location along the same ized Officer may suspend that portion of Permit¬
general route of the Pipeline at the point or points tees’ operations necessary to preserve evidence
where the physical conditions are encountered, in¬ pending investigation of the rite.
cluding adequate room for structurally sound tran¬ 1.9.3. Six oopies of all survey and excavation
sition. A deviation shall not be constructed with¬ reports shall be filed with the Authorized Officer.
out the prior written approval of the Authorized 1.10. Completion of Use
Officer and, if *o approved, shall conform in all 1.10J. Upon completion of the use of all, or a
respects to the provisions of the approval. very substantial part, of the Right-of-Way or
I.7.4.5. The Authorized Officer shall review other portion of the Pipeline System, Permittees
each application for a Notice to Proceed and all shall promptly remove all improvements and
data submitted in connection therewith within equipment, except as otherwise approved in writ¬
ninety (90) days. Said ninety (90) day period ing by the Authorized Officer, and shall restore
shall begin from the later of the following dates: the land to a condition that is satisfactory to (lie
Authorized Officer or at the option of Permitted
(1 ) Date of receipt by the Authorized Officer of pay the coat of such removal and restoration. The
an application for a Notice to Proceed. satisfaction of the Authorized Officer shall be
(2) Date of receipt by the Authorized Officer stated in writing. Where approved in writing by
of the last submittal of additional data pursuant the Authorized Officer, buried pipe may be left in
to this Stipulation. place, provided all oil and residue are removed
1.7.4.6. If the Authorized Officer requires Per¬ from the pipe and the ends are suitably capped.
mittees to submit additional data on one or more 1.102. All areas that do not constitute all, or a
occasions, the review period shall begin from the very substantial port of the Right-of-Way or other
date of receipt by the Authorised Officer of the portion of tha Pipeline System, utilized pursuant
last submittal. to authorizations issued in connection with th*

D-8

280
Pipeline System, shall be Pui-to-Red by Permit¬ the Right of Way or Access Roads cross exist¬
tees upon completion of their use unless otherwise ing roads, foot-trails, winter trails, or other
directed by the Authorized Officer. Put-to-Bed righU-of-way.
is used herein to mean that Access Roads, material 1-12.4. After completion of construction of the
sites and other areas shall be left, in such stabilized Pipeline System, and with the concurrence of Per¬
condition that erosion will be minimized through mittee, the Authorized Officer may designate areas
the use of adequately designed and constructed of the Right-of-Way to which the public shall
wnterbars, reregetation and chemical surface con¬ haw free and unrestricted access.
trol; that culverts and bridges shall be removed 1.12. Electronically Operated Devices
by Permittees in a manner satisfactory to the 1.12.1. Permittee shall screen, filter, or other¬
Authorized Officer, and that such roads* sitto and wise suppres any electronically operated devices
areas shall be closed to use. Permittee#’ rehabilita¬ that arc installed as part of the Pipeline System
tion plans shall be approved in writing by the Au¬ which are capable of producing electromagnetic
thorized Officer prior to termination of use of any interference radiations so that such devices will
such rood, or any port thereof, in accordance with not adversely affect the functioning of existing
Stipulation 2-12. communications systems or navigational aids. In
L1L Public Improvements the event that structures such as towera or build¬
1-11.1. Permittees shall protect existing tele¬ ings arc to be erected as a part of the Pipeline
phone, telegraph and transmission lints, roads, System, their positioning shall be such that they
trails, fenced, ditches and like improvements dur¬ will not obstruct radiation patterns of line-of-
ing construction, operation, maintenance and ter¬ sight communications systems, navigational aids,
mination of the Pipeline System. Permittees shall or similar systems.
not obstruct any road or trail with logs, slash, or 1.14. Camping, Hunting. Fishing and Trap¬
'\iehris. Damage caused by Permittees to public ping
utilities and improvements shall be promptly re¬ l.M.l. Permittees shall post the Righl-of-Way
paired by Permittees to a condition which is satis¬ against camping, hunting, foiling, trapping and
factory to the Authorized Officer. shooting within the Right-of-Way. Permittees
1.12. Regulation of Public Access shall prohibit their employees, agents, contractors,
1.12.1. During construction or termination ac subcontractor*, and their employees, from engag¬
Uvitics, Permittees may regulate or prohibit pub¬ ing in ouch activities.
lic access to or upon any Acotes Road being used 1.143. Permittees shall inform tbeir employee*.
for such activity. At all other times, Permittees agent*, contractors, subcontractors, and their em¬
shall permit free and unrestricted public access ployees, of applicable laws and regulations relat¬
to and upon Access Roads, except that with thn ing to hunting, fohing,and trapping.
written consent of the Authorized Officer, Per¬ 1.15. Small Craft Passage
mittees may regulate or prohibit public access and 1.15.1. The creation of any permanent obstruc¬
vehicular traffic on Access Roads os required to tion to the passage of small craft in streams is
facilitate operations or to protect the public, wild¬ prohibited.
life and livestock from hazards associated with 1.15. Protection of Survey Monuments
operation and maintenance of the Pipeline Sys¬ 1.16.1. Permittees shall mark and protect all
tem. Permittees shall provide appropriate warn¬ geodetic survey monuments encountered during
ings, flagmen, barricades, and other safety meas¬ the construction, operation, maintenance and ter¬
ures when Permittees are using Access Roads or mination of the Pipeline System. Those monuments
regulating or prohibiting public access to or upon are not to be disturbed; however, if such a dis¬
Acoeee Roads. turbance occurs, the Authorized Officer shall be
1J2L2. During construction of the Pipeline Sys¬ immediately notified thereof in writing.
tem, Permittees shall provide alternative routes 1.162. If any land survey monuments, corners,
for existing roads and trails as determined by or accessories (excluding geodetic survey monu¬
the Authorized Officer whether or not these roads ments) are destroyed, obliterated or damaged,
or trails are recorded. Permittees shall employ a qualified land surveyor
1.123. Permittees shall make provisions for to reestablish or restore name in accordance with
suitable permonent crossings for the public where the “Manual of Instruction for the Survey of Pub-
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281
lie Lands” and shall record such surrey in the tions systems, and reasonable surface and air
appropriate records. Additional requirements far transportation during the construction, operation,
the protection of monuments, comers, and bear¬ maintenance and termination of the Pipeline Sys¬
ing trees may be prescribed by the Authorized tem. Whenever possible, Permittees shall be noti¬
Officer. fied in writing by the Authorized Officer in ad-
1.17. Fire Prevention and Suppression vanoe regarding the number of persoos for whom
1.17.1. Permittee# shall promptly notify the such services and facilities will be required.
Authorized Officer and take all measures neces¬ 1.20. Health and Safety
sary or appropriate for the prevention and sup¬ 1.20.1. Permittees shall take all measures neces¬
pression of fines in accordance with 48 CFR sary to protect the health and safety of all per¬
2801.1-5 (d). Permittees shall comply with the in¬ sons affected by their activities performed in con¬
structions and directions of the Authorized Of¬ nection with the construction, operation, mainte¬
ficer concerning the use, prevention and suppres¬ nance or termination of the Pipeline System, and
sion of fires. Use of open fires in connection with shall immediately abate any health or safety haz¬
construction of the Pipeline System is prohibited ards. Permittees shall immediately notify the
unless authorized in writing by the Authorized Authorized Officer of all serious accidents which
Officer. occur in connection with such activities.
1.18. Surveillance and Maintenance 1.21. Conductor Operations
1.18.1. During the construction, operation, 1.21.1. Permittees shall perform all Pipeline
maintenance and termination of the Pipeline Sys¬ System operations in a safe and workmanlike man¬
tem, Permittees shall conduct a surveillance and ner so as to ensure the safety and integrity of the
maintenance program applicable to the subarctic Pipeline System, and shall at all times employ
and arctic environment This program shall be and maintain personnel and equipment sufficient
designed to: (1) provide for public health and for that purpose. Permittees shall immediately no¬
safety; (3) prevent damage to natural resources; tify the Authorized Officer of any condition, prob¬
(3) prevent erosion; and (4) maintain Pipeline lem, malfunction, or other occurrence which in
System integrity. any way threatens the integrity of the Pipeline
1.1K2. Permittees shall have a communication System.
system that ensures the transmission of informa¬ 132. Applicability of Stipulations
tion required for the safe operation of the Pipeline 1.22.1. Nothing in these Stipulations shall be
System. oonstruod ss applying to activities of Permittees
1.18.3. Permittees shall maintain complete and that have no relation to the Pipeline System.
up-to-date records on construction, operation,
L22.2. Nothing in these Stipulations shall be
maintenance and termination activities performed const rued to affect any right or cause of action
in connection with the Pipeline System. Such rec¬ that otherwise would be available to Permittees
ords shall include surveillance data, W*k and break against any person other than the United States.
records, necessary operational data, modification
records and *ucb other data as the Authorized 2. ENVIRONMENTAL
Officer may require. 2.L Environmental Briefing
1.18.4. Permittee* shall provide and maintain 2.1.1. Prior to, and during, construction of tho
Access Roads and airstrips, the number and lo¬ Pipeline System, Permittees shall provide for en¬
cation of which (hall be approved by the Auth¬ vironmental and other pertinent briefings for con¬
orized Officer, to ensure that Permittees' mainte¬ struction and other personnel by such Federal em¬
nance crews arid Federal and State representatives ployees as may be designated by the Authorized
shall hare continuing arena to the Pipeline Officer. Permittees shall arrange the time, place
System. and attendance for such briefings upon requee* by
1.19. Housing and Quarters the Authorized Officer. Permittees shall bear all
1.19.1. Permittees shall furnish, on a reimbursa¬ coots of such briefings other than salary, per diem,
ble basis, such representatives of the United States subsistence, and travel costs of Federal employees.
as may be designated by the Authorized Officer In addition, Permittee® shall separately arrange
with adequate meals, living quarters and office with the State of Alaska for sixh similar briefings
space, reasonable use of Permittees’ communica¬ as the State may desire.

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282
12. Pollution Control 2.2.6.2. All waste generated in construction, op¬
2.2.1. General eration, maintenance and termination of the Pipe¬
2.2. LI. Permittee* shall conduct all activities as¬ line System shall be removed or otherwise dis¬
sociated with the Pipeline System in a manner that posed of in a manner acceptable to the Authorized
will avoid or minimi** degradation of air, land Officer. All applicable standards and guidelines
and water quality. In the construction, operation, of the Alaska State Department of Environmental
maintenance and termination of tho Pipeline Conservation, the United Slates Public Health
System, Permittees shall perform their activities Service, the Environmental Protection Agency,
in accordance with applicable air and water qual- and other Federal and State agencies shall be
ity standards, related facility siting standard*, adhered to by Permittees. All incinerators shall
and related plans of implementation, including meet the requirements of applicible Federal and
hut not limited to standards adopted pursuant to State laws and regulations and shall be used with
the Clean Air Act, as amended, 42 U.S.C. § 18G7 maximum precautions to prevent foreet and tun¬
«t »*q., and the. Federal Water Pollution Control dra firea. After incineration, material not con¬
Act, as amended, 33 U.S.C. fi 1321 ei t+q. sumed in the incinerator shall be diapoard of in a
222. Water and Land Pollution manner approved in writing by the Authorised
22.2.1. Permittee* shall comply with applicable Officer. Portable or permanent waste disposal sys¬
“Water Quality Standards" of the State of Alaska tem* to be used shall be approved in writing by
as approved by the Environmental Protection the Authorised Officer.
Agency. 22. Buffer Stripe
2.2.22. Mobile ground equipment shall not. be 22.1. Public Interest Areas
operated in InJcna, streams or rivers unless such 2.21.1. No construction activity in Connection
operation is approved in writing by the Author¬ with tho Pipeline System shall be conducted
ized Officer. within one-half (Vfc) mile of any officially desig¬
222. Thermal Pollution nated Federal, State or municipal park, wildlife
22J.L Permittees shall comply with the stand¬ refuge, research natural area, recreation area, rec¬
ards set for thermal pollution in the State of reation site, or any registered National Historic
Alaska “Water Quality Standards,” as approved Site or National Landmark, unless Such activity
by the Environmental Protection Agency. is approved in writing by the Authorized Officer.
2JL-L Air Pollution and Ice Fog 2.12. Vegetative Screen
2.2. 4.1. Permittees shall utilize and operate all 2.12.1. Permittees shall not cut or remove any
facilitate and devices used in connection with the vegetative cover within a minimum five hundred
Pipeline System so as to avoid or minimize air (GOO) foot strip between State highways and ma¬
pollntion and ice fog. Facilities and deriem which terial rite* unless such cutting or removal i* ap-
cannot be prevented from producing ice fog shall p roved in writing by the Authorized Officer.
be located so as not to interfere with airfield*. 2112. Where the Right-of-way crosses State
communities or roads. highways, a screen of vegetation native to the spe¬
22.4.2. Emissions from equipment, installation* cific retting shall be established over disturbed
and burning materials shall meet applicable Fed¬ area* unless otherwise approved in writing by the
eral and State air quality standards. Authorized Officer.
2-2.5. Pesticides, Herbicides and other Chem 2.13. Streams
>cals 2.111. The Pipeline System shall be located to
12.5.1. Permittees shall use only non-persistent as to provide three hundred (800) foot minimum
and immobilo types of pesticides, herbicides and buffer strip* of undisturbed land along streams
other chemicals. Each chemical to bo ured and its unless otherwise approved in writing by the Au¬
constraint shall be approved in writ¬ thorized Officer.
ing by tho Authorized Officer prior to use. 2.4. Erosion Control
2.2.6. Sanitation and Waste Disposal 2.4.1. General
2.2.6.I. “Waste” means all discarded matter, in¬ 2, 4.1.1. Pcmnittew shall perform all PipcJinn
cluding but not limited to human waste, trash, System construction, operation, maintenance and
garbage, refuse, oil drums, petroleum products, termination activities so a* to avoid or minimize
ashes and equipment. disturbance to vegetation.
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283
£4.1.2. The design of the Pipeline System shall 2A.1J. Permittees ahall provide for uninter¬
provide for the construction of control facilities rupted movement and safe passage of fish. Any
that will avoid or minimise erosion. artificial structure or any stream channel change
24.1A The erosion control facilities shall be that would cause a blockage to fish shall be pro¬
constructed to avoid induced and accelerated ero¬ vided with a fish passage structure or facility tliat
sion and to lessen the possibility of forming new meets all Federal and State requirements. The
drainage channels resulting from Pipeline System proposed design shall be submitted to the Author¬
activities. The facilities shall bo designed and op¬ ized Officer in accordance with Stipulation 1.7.
erations conducted in such a way as to aToid or 2A1JL Pump intakes shall be screened to pre¬
minimize disturbance to the. thermal regime. vent harm to fish.
2.4.2. Stabilization 2.5.1-1. Abandoned water diversion structures
24.2.1. Surface materials taken from disturbed shall be plugged and stabilized to prevent trap¬
areas shall be stockpiled and utilized during n« ping or stranding of fish.
toration unless otherwise approved in writing by 225.14. If material site# are approved adjacent
the Authorized Officer. Stabilization practices, as to or in certain lake*, rivere, or streams, the Au¬
determined by the needs for specific sites, shall thorized Officer may require Permittees to con¬
include but shall not be limited to seeding, plant¬ struct levees, l*rma or other suitable means to
ing, mulching, and the placement of mat binders, protect fiah and fish passage and to prevent mira¬
toil binders, rock or gravel blankets, or structures. tion of streams or lakes.
24.2.2. All disturbed areas shall be left in a 2.5.2. Fish Spawning Beds
stabilized condition satisfactory to the Authorized 2.5.2.I. “Fish Spawning Beds” means the areas
Officer. Such satisfaction shall be stated in writing where anadromous and resident fish deposit their
lay the Authorized Officer. ««**ÿ
2.4A Creasing of Stream#, Rivera or Flood 2.5.222. Permittees shall avoid channel changes
Plains
in Fish Sjxawning Beds designated by the Author¬
2.4 Al. Permittees shall prevent or ininimizo ised Officer; however, where channel changes can¬
erosion at stream and river crossings and those not he avoided in such beds, new channels shall bn
parts of the Pipeline System within flood plains, constructed according to written standards sup¬
as defined in Stipulation 3.6. plied by tho Authorized Officer.
24-1.2. Temporary arems over stream banks 2:5A3. Filth Spawning Beds shall be protected
shall be made through use of fill ramps rather from sediment where soil material is expected to
than by cutting through stream hanks, unlws oth¬ be suspended in water as a result of construction
erwise approved in writing by the Authorized Offi¬ activities. Settling basins shall be constructed to
cer. Permittees shall remove such nunps upon ter¬ intercept silt before it reaches streams or lakes.
mination of seasonal or final use. Ramp materials 2.5.24. Permittees shall comply with any apo¬
shall be disposed of in a manner approved in writ' dal requirements made by the Authorized Officer
ing by the Authorized Officer. for a tJtrcam system in order to protect Fish
24.4. Seeding and Planting. Spawning Beds. Permittees shall repair all dam¬
24.4.1. Seeding and planting of disturbed areas age to Fish S]>awning Bedn caused by const ruc¬
shall he conducted as soon as practicable and, if tion, operation, maintenance or termination of the
necessary, shall be repeated until vegetation is Pipeline Syttem.
successful, unless otherwise approved in writing 22L1 Zones of Restricted Activities
by the Authorized Officer. All other restoration 2.5..1.1. Permittees’ activities in connection with
shall I# completed as soon as possible. the Pipeline System in key fish and wildlife areas
24.5. Excavated Material nn y be restricted by tho Authorized Officer during
24.5.1. Excavated material in excess of that periods of fish and wildlife breeding, nesting,
required to backfill around any structure, includ¬ spawning, lambing or calving activity and during
ing the pipe, shall be disposed of in a manner ap major migrations of fish and wildlife. The Au¬
proved in writing by the Authorized Officer. thorized Officer shall give Permittees written
2& Fish and Wildlife Protection notice of such restrictive action. From time to time,
2.5.L Passage of Kiah the Authorized Officer shall furnish Permittees

D-12

284
a list of arena where such actions may be required, the full stwmpog* value of the timber to be cut, re¬
together with anticipated dates of restriction. moved or destroyed-
2.5.4. Big Game Movements 2.72.2. All trots, snags, and other woody ma¬
2.5.4.1. Permittees shall construct and maintain terial cut in connection with clearing operations
the Pipeline, both buried and abovo ground sec¬ shall be cut so that the resulting stumps shall not
tions, so as to assure free passage and movement be higher than six (6) inchrs measured from the
of big game animals. ground on the uphill side.
2.6. Materials Sites 2.722. All trees, snags and other woody ma¬
2.6.1. Purchase of Materials terial cut in connection with clearing operation*
2.6.1.1. If Permittees require materials from shall be felted into the area within the clearing
the public lands, Permittees shall make applica¬ boundaries and away from water courses.
tion to purchase such materials in accordance with 2.72-4- Hand clearing shall be used in areas
43 CFR, Part 3610. Permittees shall submit a where the Authorised Officer determines that use
mining plan in accordance with 43 CFR, Part 23. of heavy equipment would be detrimental to exist¬
No materials may be removed by Permitted with¬ ing conditions.
out the written approval of the Authorized Offi¬ 2.72.5. All debris resulting from clearing oper¬
cer. ations and construction that may block stream flow,
2.6.12. Insofar os possible, use of existing ma¬ delay fish passage, contribute to flood damage, or
terials sitea will be authorized in preference to result in stream bed scour or erosion shall bo
new sites. removed.
2.6.12. Gravel and other construction materials 2.72.6. Logs shall not be skidded or yarded
shall not be taken from stream beds, river bods, across any ftream without the written approval of
l&kc shores or other outlets of lakes, unless the the Authorised Officer.
taking is approved in writing by the Authorized 2.72.7. No log landing shall be located within
Officer. three-hundred (300) fret of any water course,
2.6.2. Layout of Materials Sites 2.7.22. All slash shall be disposed of in con¬
2.62.1. Materials site boundaries shall be shaped struction pads or Access Roads unless otherwise
in such a manner as to blond with surrounding directed in writing by the Authorized Officer.
natural land patterns. Regardless of the layout 2.8. Disturbance of Natural Water
of materials rites, primary emphasis shall be 22.1. All activities of Permittees in connection
placed on prevention of soil erosion and damage to with the Pipeline System that may create new
vegetation. lakes, drain existing lakes, significantly divert
2.7. Clearing natural drainages, permanently alter stream hy¬
2.7.1. Boundaries draulics, or disturb significant areas of stream
2.7.1.1. Permittees shall Identify approved bods are prohibited unless such activities along
clearing boundariaa on the ground for each Con¬ with necessary mitigation measures arc approved
struction Segment prior to beginning clearing op¬ in writing by the Authorized Officer.
erations. AH timber and other vegetative material 2.9. Off Right-of-Way Traffic
outside, cloaring boundaries and all blazed, painted 2.9.1. Permittees shall not operate mobile
or posted tree* which are on or mark clearing ground equipment off the Right-of-Way, Access
boundaries are reserved from cutting and re¬ Roads. State highways, or authorized areas, unless
moval with the exception of danger trees or snag* approved in writing by the Authorized Officer or
designated as such by the Authorized Officer. when necessary to prevent harm to any Person.
2.72. Timber 2.10. Aesthetics
2.72.1. Prior to initiating clearing operations, 2.10.1. Permittees shall consider aesthetic values
Permittees shall notify the Authorized Officer of in planning, construction and operation of the
Die amount of merchantable timber, if any, which Pipeline System. Where the Right-of-Way erotwes
will be cut, removed or destroyed in the construc¬ a State highway in forested terrain, the straight
tion and maintenance of the Pipeline System, and length of the Pipeline Right-of-Way visible from
shall pay the United States in advance of such the highway shall not exceed six hundred (600)
construction or maintenance activity, such sum of feet in length, unless otherwise approved in writ¬
money as the Authorized Officer determines to be ing by the Authorized Officer. The Authorised Of-
D-13

285
ficer may impose such other requirement* as he 2.1 4. Contingency Plans
deems necessary to protect aesthetic values. 2.14.1. It is the policy of the Department of the
2.1L Use of Explosives Interior that there should be no discharge of Oil
2.11.1. Permittees 9hall subnut a plan for use of ot other pollutant into or upon lands or waters.
explosives, including but not limited to blasting Permittees must therefore recognize their prime
techniques, to the Authorised Officer in accord¬ responsibility for the protection of the. public and
ance with Stipulation 1.7. environment from the effects of spillage.
2.11.2. No blasting shall be done under water or 2.14.2. Permittees shall submit their contin¬
within one quarter (%) mile of streams or lakes gency plans to the Authorized Officer at least one-
without a permit from the Alaska Department of hundred and eighty (180) days prior to scheduled
Fish and Game, when such a permit is required start-up. The plans shall conform to this Stipula¬
by State law or regulation. tion and the National Oil Hazardous Substances
2.12. Restoration Pollution Contingency Plan. 30 F.R. 1021ft, August
2.12.1. Arens disturbed by Permittees shall be 20, 1971, and shall : (1) include provisions for Oil
restored by Permittees to the satisfaction of the Spill Control •; (2) specify that the action agen¬
Authorized Officer as stated in writing. cies responsible for contingency plans in Alaska
ZVLZ All cut and fill slopes shall be left in a shall be among the first to be notified in the event
stable condition. of any Pipeline System failure reeulting in an Oil
2.12.3. Mutcrials from Access Roads, haul spill; (3) provide for immediate corrective action
ramps, berms, dikes, and other earthen structures including Oil Spill Control and restoration of
shall be disposed of os directed in writing by the the affected resource; (4) provide that the Au¬
Authorised Officer. thorized Officer shall approve any materials or
2.12.4. Vegetation, overburden and other mate¬ device used for Oil Spill Control and shall ap¬
rials removed during clearing operations shall be prove any disposal sites or techniques selected to
disposed of by Permittee in a manner approved handle oily matter; and (ft) include separate and
in writing by the Authorised Officer. specific techniques and schedules for cleanup of
2.12.5. Upon completion of restoration, Permit¬ Oil spills on land, lakes, rivers and streams, are.
tees shall immediately remove all equipment and and estuaries.
supplies from thesite. 2.14.3. Prior to Pipeline start-up, such plans
2.13. Reporting of Oil Discharges shall bo approved in writing by the Authorized
Officer, and Permittees shall demonstrate their
2.13.1. A discharge of Oil by Permittees into or capability and readiness to execute the plana. Per¬
upon the. navigable waters of the United States, mittees shell update as appropriate the plans and
adjoining shoreline*, or into or upon the waters methods of implementation thereof, which shall
of the contiguous zone in violation of the Federal be submitted annually to the Authorized Officer
Water Pollution Control Act, as amended, 33 for his written approval.
U.S.C. § 1321 ft t*q. and the regulations issued
thereunder, or in violation of applicable laws of 2.14.4. If during any phase of the construction,
the State of Alaska and regulations issued there¬ operation, maintenance or termination of the Pipe¬
under, is prohibited. Permittees shall give im¬ line, any Oil or other pollutant should be dis¬
mediate notice of any such discharge to: (1) the charged from the Pipeline System, the control
Authorised Officer; and (2) such other Federal and total removal, disposal and cleaning up of
and State officials as are required by law to be such Oil or other pollutant, wherever found, shall
given such notice. be tho responsibility of Permittees, regardless of
2.13.2. Permittees shall give immediate notice fault. Upon failure of Permittees to control, dis¬
of any spill or '.callage of Oil or other pollutant pose of, or clean up such discharge, the Author¬
from the Pipeline, the Valdez terminal facility, ized Officer may take such measures as he deems
or any storage facility to: (1) the Authorized necessary to control and clean up the discharge
Officer; and (2) such other Federal and State < A* U.fd la this Stipulation 2,14.2. OU Split Cootrol la
officials as are. required by law to be given such (ItOoed at: It) detertlon of the spill; <2) locatlm of the
notice. Any oral notice shall be confirmed in writ¬ spill ; (8) confinement ot the spill ; and (4) cleanup of the
ing as soon as possible. aptll.

D-14

286
at the full expense of Permittees. Such action by sore compliance with the approved design specifi¬
the Authorized Officer shall not relieve Permittees cations and these Stipulations.
of any responsibility as provided heroin. .'1.2.2..,i. Welder qualification tests shall be by
3. TECHNICAL destructive means, except that operators of auto¬
3.L General matic welding equipment for girth welding of
3.1.1. The following standards shall bo complied tank seams shall ba tested by radiography in ac¬
with in design, construction, operation and termi¬ cordance with ASME Boiler and Pressure Vessel
nation of the Pipeline System. Code, Section 9, Subsection Q- 21(b).
3.2. Pipeline System Standards 3.2.2.6. Lightning protection shall conform to
33.1. General Standards
3.2.I.I. All design, material and construction, Protection Code—1968.”
—
the requirements of ANSI 05.1 1969, “Lightning

operation, maintenance and termination practice* 333. Standards for Access Roads
employed in the Pipeline System shall bo in ac¬ 3.2.3.I. Design., materials and construction prac¬
cordance with safe and proven engineering prac¬ tices employed for Access Roads shall be in ac¬
tice and shall meet or exceed the following cordance with safe and proven engineering prac¬
t&andarda : tice and in accordance with the principles of con¬
(1) US A. Standard Code for Pressure Pip¬ struction for secondary roads for the subarctic
ing, ANSI B 31.4, “Liquid Petroleum and arctic environments.
Transportation Piping System." 3333 Permittees shall submit a layout of each
(2) Department of Transportation Regula¬ proposed Access Road for approval by the Author¬
tions, 49 CFR, Part 195, “Transportation ised Officer in accordance with Stipulation 1.7.
of Liqiuds by Pipeline." 3.23.3. Access Roads shall be constructed to
(8) ASME Gas Piping Standard Committee, widths suitable for safe operation of equipment
15 Dec. 1970: “Guide for Gas Transmis¬ at the travel speeds proposed by Permittee*.
sion and Distribution Piping System." 3.23.4. The maximum allowable grade shall be
(4) Department of Transportation Regula¬ 12 percent unless otherwise approved in writing
tions, 49 CFR, Part 19*2, “Transportation by the A uthorized Officer.
of Natural and Other QM by Pipelines: 33. Construction Mode Requirements
Minimum Federal Safety Standard*." 3.3.1. The selection of the Construction Mode
33.13. Requirements in addition to those set (elevated or buried) shall be governed by the fol¬
forth in the above minimum standards may be lowing criteria: (1) There shall bean unobstructed
imposed by the Authorized Officer os necessary to air space of at least two feet between the pipe and
reflect the impact of subarctic and arctic environ¬ ground surface; or (2) There shall be no girenter
ments. If any standard contains a provision which heat transfer from the pipe to the ground than
is inconsistent with a provision in another stand¬ results from the use of an unobstructed air space
ard, the more stringent shall apply. of at least two (2) fret between the pipe and
332. Special Standards ground surface; or (3) Below the level of tho pipe
333-1. The design shall also provide for re¬ axis the ground shall consist of competent bed¬
motely controlled shutoff valves at each pump sta¬ rock, soil naturally devoid of permafrost, or if
tion ; remotely controlled mainline block valves frozen, of Thaw- Stable Sand and Gravel.* Above
(intended to control spills) ; and additional valves the. level of the pipe axis other materials may ho
located with tho best judgment regarding wildlife present but it must be shown that they will remain
habitat, fish habitat, and potentially hazardous stable under all credible conditions ; or (4) Results
areas. of a detailed field exploration program and anal¬
3323 All practicable means shall be utilized ysis indicate that pipe rupture and major terrain
to minimize injury to the ground organic layer.
3323. Radiographic inspection of all main line •Thaw-Stable Sand and Grovel in defined as material
meeting Hie following requirements: (a) Material Ilea
girth welds and pressure testing of the Pipeline within the claaaea GW. OP. SW. and 8P. (Unified Bag
shall be conducted by Permittees prior to placing Classification) but will* up to 8% by weight pasalng the
#200 11.8. aUndard *lev»: if an Inorganic gmnalar soli
the system in operation. contain* more than 0& tinea than the #200 sieve. Its
332.4. Permittees shall provide for continuous thaw-stability most be Justified, (b) Th in no t-xpr-K*
Ittgvcgated or massive) Ic*. (c) Thawing of the material
inspection of Pipeline System construction to «n- in rUv will not remit In excess pore-pressure.

D-15

287
dittrupUon will not occur at any place from soil tiotw shall be approved in writing by the Author¬
instability. Effects and their interaction, which ized Officer) ; (2) rapid programmed shut¬
are to be analysed on a mile by mile basis to justify down and prompt close inspection of system
the proposed Construction Mode, shall include but integrity in the event of ground motion reaching
not. be limited to, thaw plug stability, differential the Operational Design 1-cvel; and (3) a special
settlement, seismic loading and weakening, and contingency plan for Oil Spill Control for each
possible movement resulting from slope insta¬ such warn Wally hazardous area which shall be
bility.* filed in accordance with Stipulation 2.14. This
As a prerequisite for the U9e of this criterion, an plan shall specifically consider expected field con¬
acceptable comprehensive monitoring system of ditions in the particular area in the aftermath of a
the Pipeline shall be developed which will include destructive earthquake.
but not be limited to making deformation meas¬ 3.4.2. Fault Displacement*
urements sufficiently sensitive and prompt to de¬ 3.4.2L1. Prior to applying for a Notice to Pro¬
tect the approach to operational tolerance limits ceed for any Construction Segment, Permittee*
(which shall be clearly specified) of the Pipeline; •hall satisfy the Authorixad Officer that all recog¬
design specifications, operational requirements, nizable or reasonably inferred faults or fault
and feasibility analysis of such monitoring system zones along the alignment within that segment
shall be submitted in accordance with Stipulation have been identified and delineated, and that thn
1.7. Such system shall be operational prior to risk of Oil leakage resulting from fault movement
transmission of Oil through the Pipeline. and ground deformation has been adequately as¬
3.4. Earthquakes and Fault Displacements sessed and provided for in the design of the Pipe¬
&4.1. Earthquakes line for that segment. Evaluation of said risk
shall be based on geologic, geomorphic, geodetic,
3.4.1.1. The Pipeline System shall be designed, seismic, and other appropriate, scientific evidence
where technically feasible, by appropriate appli¬ of past or present fault behavior and shall be com¬
cation of modern, statc-of-the art seismic design patible with the design earthquakes tabulated
procedures to prevent any Oil leakage from Lite ef¬ above and with observed relationships between
fects (including seismic shaking, ground deforma¬ earthquake magnitude and extent and amount of
tion and earthquake-induced mass movements) of
deformation and fault slip within the fault zone.
earthquakes distributed along the route as follows : 3.4.2.2. Minimum design criteria for a segment
Klahtfr
Zone : magnltu it of the Pipeline traversing a fault zone that is rea¬
Valdez to Willow Lake tt sonably interpreted as active, shall be: (1) that
Willow Lake to Paxwn ro the Pipelino resist failure resulting in leakage
Puiaon to Dona el ly Done.
Donnelly Dome l© 87 da*. N
....... 0.0
7.0
from two feet of horizontal and/or vectWal din-
C7 deg, N. to I'nuihoe lUy as placement in the foundation material anywhere
within the fault zone ; and (2) that no storage tank
34.1.2. Where such design is not technically or pump station be located within the fault zone.
feasible, the potential damage from an Oil spill 3.4.2..'). Where the Pipeline cnoares a fault or
shall be minimized by special design provisions lies within a fault zone that is reasonably inter¬
that shall include, but shall not be limited to: (1)
preted as active, Permittees shall monitor crustal
a network of ground-motion detectors that con¬
deformation in the vicinity of thn Pipeline. Such
tinuously monitor, rooord and instantaneously sig¬
monitoring shall include annual geodetic observa¬
nal tha occurrence of ground motion in the vicin¬
tion of permanent reference marks established
ity of the Pipeline reaching the Operational
on stable ground. Said reference marks shall be
Design Iicvel ' (the critical levels of ground mu¬
positioned so as to form closed figures and to pro¬
* lire* tine of mil variability abd/or unique hydrologic vide for detection of relative horizontal and ver¬
condition* la active flood plain*, some of the requirement* tical displacement* as small as 0.10 ft. across prin¬
of Stipulation S-Z.l may not be met In those location!. In
anch caaaw proposed design* Including apodal doatgn cipal individual faults within the fault zone and
and/or conatnictl tlon procedure* whore required by throe to provide for monitoring of crustal strain with
condition* mint lie »u limit ted with JuatUlcatlon to the An-
thorlaed Officer for approval In accordance with Stipula¬ an abnolut* error of two parts per million within
tion U the fault zona. Further, where annual slip on a
* Hlzlint level that mold not product general pipe deforma¬
tion auflkleot to limit oporatlooa. fault exceeds 0-10 ft for two successive yearn,
D-16

288
Permittees ahull install recording or telemetering of scour, channel migration, undercutting, ice
alip-metera. Data obtained from tbe monitoring forces and degradation of permafnxet.
8 Kali be provided to the Authorized Officer at spe¬ 3.6.1.1.1X In flood plains, appropriate construc¬
cified regular intervals throughout the operational tion procedures shall be used wherever there is
life of the Pipeline. Said data shall be u*od by the potential channelization along the pipe.
Permittees to aid in the initiation of corrective 3X1.1.1X The pipe trench excavation slmJI
measures to protect the Pipeline from failure stop an adequate distance from the water crossing
caused by tectonic deformation that would re¬ to leave a protective plug (unexcavated material)
sult in leakage. at each bank. Three plugs shall be left in place
3.5. Slope Stability until the stream lied excavation is complete and
3X1. Areas subject to mudflows, landslides, the pipe laying operation is begun. The plugs shall
avalanches, rock falls and other types of masts not be completely removed until absolutely neces¬
movements shall be avoided where practicable in sary. The trench shall be hackfllled with stable
locating the Pipeline. Where such avoidance is materia] as soon as the pipe is laid.
not practicable, the Pipeline design, based upon 3X1.2. Culverts and Bridges.
detailed field investigations and analysis, shall 3.6.1.2.1. Culverts and bridges necessary for
provide measures to prevent the occurrence of, or maintenance of the Pipeline shall be designed to
protect the Pipeline against, the effects of maw accommodate a fifty (50) -year flood in accordance
movements, with criteria established by the American Associa¬
3.6. Stream and Flood Plain Crossings and tion of State llighway Officials and the Federal
Erosion Highway Administration and endorsed by the
3.6.1. General State of Alaska Department of Highway*.
3X1.1. For each region through which the Pipe¬ 3.6.2. Erosion
line passes, the Pipeline shall be designed to with¬ 3,6.2.1. Where necessary because of outfall ero¬
stand or aocommod&te the effects (including sion, stilling basins shall be constructed at the out¬
runoff, stream and flood plain eroskm, meander flow end of culverts. To prevent erosion the pool
cutoffs, lateral migration, ice-jams, and icings) of sides shall be stabilized by appropriate methods;
those meteorologic, hydrologic (including surface e,g., by the use of riprap.
and subsurface) and hydraulic conditions con¬ 3.6.2.2. Slopes of cuts through stream banka
sidered reasonably possible for the region. The shall be designed and constructed to minimize ero¬
following standards shall apply to such Pipeline sion and prevent slide*.
design: 3.6.2 3. Erosion control procedures shall accom¬
3.6.1.1.1. For stream encasing* and portions of modate and be based on the runoff produced by
the Pipelino within the flood plain. the maximum rainfall rale and snow melt rate
combination reasonably characteristic of the re¬
3X1.1.1.1. The Pipeline shall crow streams gion. The procedures shall also accommodate ef¬
underground unless a different means of crowing
fects that result from thawing produced by
ia approved in writing by the Authorized Officer. flowing or ponded water on permafrost terrain.
3X1.1.1.2. The design Rood shall bo based on 3.7. Sen Wave*
tho concept of the “Standard Project Flood” as de¬ 3.7.1. Oil transfer facilities at the Valdez termi¬
fined in Corps of Engineers Bulletin 52-8, Part 1. nal shall be protected by cut-off devices designed
3.6.1.1.1.3. The depth of channel scour shall be and located to prevent major Oil leakage from
established by appropriate field investigations and breaking of pipes by destructive w» waves com¬
theoretical calculations using those combinations parable to those generated in Port Valdez by llie
of water velocity nnd depth that yield the maxi¬ March 27, 1964 earthquake. Design for such pro¬
mum value. At the point of maximum scour, the tective features shall bo submitted in accordance
cover over tho pipe shall be at least twenty (20) with Stipulation 1.7.
percent of the computed scour, but not less than 3X Glacier Surges
four (4) feet. 3X1. Surveillance systems sufficient to give ade¬
3.6.1.1.1.4. For overhead crearing* comparable quate warning of impending surge* on any glacier
analyst* shall ho made to ensure that support that could damage the Pipeline shall be instituted
structures are adequately protected from the effects prior to transmission of Oil through the pipe. Pro-
D-17

289
cedures for initiation and operation of such sur¬ lection over the entire surface of the pipe; (4)
veillance systems and protective procedures in the details of plans for monitoring cathodic protection
event of such surges shall be submited in accord¬ current including spacing of current monitors;
ance with Stipulation 1.7. (5) provision for periodic intensive surveys of
3.9. Construction and Operation trouble spots, regular preventive maintenance sur¬
3.9J. All construction, operation, maintenance, veys and special provisions for abnormal potential
and termination activities in connection with the patterns resulting from the crossing of the Pipe¬
Pipeline System shall be conducted so as to avoid line by other pipelines or cables; and (8) infor¬
or minimize thermal and other environmental mation on precautions to be taken to prevent
changes and to provide maximum protection to fish internal corrosion of the Pipeline. Permittees shall
and wildlife and their habitat, and people. All also provide for periodic internal pitting surveys
working platforms, pads, fills and other surface by electro-magnetic or other means.
modifications shall be planned and executed in such 3.11. Containment of Oil Spills
a way that any resulting degradation of perma¬ 3.11.1. Permittees shall provide Oil spill con¬
frost will not jeopardize the Pipeline foundations. tainment dikes or other structures around storage
3.9.2. Acceptable plans, procedures and quality tanks at pump stations and at the Valdez terminal.
controls that ensure compliance with Stipulation The volume of the containment structures shall be
3.9.1 shall be submitted in accordance with Stipu¬ at least: (1) one-hundred ten (110) percent of the
lation 1.7. total storage volume of the storage, tanks in the
3.10. Pipeline Corrosion relevant area, plus (2) a volume sufficient for
3.10.1. Permittees shall provide detailed plans maximum trapped precipitation and runoff which
for corrosion resistant design and methods for might be impounded at the time of the spill. Such
early detection of corrosion. These shall include: structures shall be constructed to withstand failure
(1) pipe material and welding techniques to be
from earthquakes in accordance with Stipulation
used and information on their particular suitabil¬
3.4 and shall be impervious so as to provide
ity for the environment involved; (2) details on
the external pipe protection to be provided (coat¬ seepage-free storage until disposal of their con¬
ing, wrapping, etc.), including information on tents can be effected safely without contamination
variation of the coating process to cope with varia¬ of the surrounding area.
tions in environmental factors along the Pipeline 3.11.2. Permittees shall provide containment
route; (3) plans for cathodic protection including dikes or other structures to minimize effects of Oil
details of impressed ground sources and controls spilla at critical locations along the Pipeline in ac¬
to ensure continuous maintenance of adequate pro- cordance with Stipulation 2.14.

D-18

290
AMENDMENT #1 - 1976 REFERENCE 1.8 OF EXHIBIT D

3.11.3

Permittees shall provide containment dikes or other! structures

around any other permanent or temporary point of storage,

transfer or handling of fuel or lubricants and shaljl also

provide containment dikes or other structures around permanent

or temporary points of storage, transfer or handling of other

substances when directed to do so by the Authorized Officer

D-19

291
EXHIBIT E
COOPERATIVE AGREEMENT
between
UNITED STATES DEPARTMENT OF THE INTERIOR
and
STATE OF ALASKA
regarding the
PROPOSED TRANS-ALASKA PIPELINE

292
EXHIBIT E
COOPERATIVE AGREEMENT
between
UNITED STATES DEPARTMENT OF THE INTERIOR
and
STATE OF ALASKA
regarding the
PROPOSED TRANS-ALASKA PIPELINE
THIS AGREEMENT, effective thus 8th day and enforce rights-of-way and other authoriza¬
of January, 1074, by and between the United States tions that are necessary for or related to the con¬
Department of the Interior (hereinafter referred struction of the Trans-Alaska oil pipeline system;
to as the “Department”) and the State of Alaska WHEREAS, the Legislature of Alaska, in spe¬
(hereinafter referred to as the “State”), which cial session, has enacted legislation to establish
together are hereinafter referred to jointly as authority and guidelines for a right-of-way lease
“Parties,” for that system;
WITNESSETH WHEREAS, the Secretary will designate a
WHEREAS, the State has the authority pur¬ Federal Authorized Officer and the Governor of
suant to AS 38.05.020 to enter into this agreement Alaska will appoint a State Pipeline Coordinator
with the Department in order to protect the lands, who will, respectively, have general supervision
waters and natural environment of Alaska; and control over the functions in Alaska of the
WHEREAS, the Secretary of the Interior Department and the State with respect to the con¬
(hereinafter referred to as the “Secretary”) has struction of the pipeline system ;
the authority to enter into agreements involving WHEREAS, it is anticipated that detailed
the improvement, management, use and protection technical and environmental stipulations relating
of the public lands and their resources pursuant to construction of the pipeline system will be in¬
to Section 102 of the Public Lund Administration corporated in the right-of-way and other authori¬
Act, 74 Stat. 506 (1060), 43 U.S.C. § 1363 (1970) ; zations of each of the Parties, and that the State
WHEREAS, the Parties have been requested and Federal stipulations will be similar in all
to issue rights of-way and other authorizations for major respects;
the construction of an oil pipeline system from
WHEREAS, it is necessary to provide for re¬
Prudhoe Bay to Valdez, A laska ;
WHEREAS, the Congress of the United States view and approval of designs and surveillance of
has determined that early construction of such an construction activities in order to assure compli¬
oil pipeline system is in the national interest and ance with the aforesaid stipulations; and
has authorized and directed the Secretary and WHEREAS, it is the purpose of this agreement
other appropriate Federal officers and agencies to to promote an effective working relationship be¬
issue and take all necessary action to administer tween the Parties in order to provide maximum

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293
protection for the environment without unneces¬ and each will be effective in accordance with the
sary delays in construction of the pipeline system ; following terms:
NOW, THEREFORE, the Parties agree as >
(a) Lands in category* 1 (c will be tentatively
follows: approved or patented te the State no Int¬
er than fifteen (15) days after compli-
I. LAN D&—LEASE AND PERMIT nnre by the Parties with all applicable
regulations. The Parties will immedi¬
1. The State and Department recognize the fol¬
ately initiate and expeditionsly complete
lowing categories of land to bo made subject to
such compliance. The State will there¬
the rights-of-way and other authorizations of the
upon immediately proceed to issue a
State or the Department and that such lands con¬
right-of-way lease or other grant and
stitute all of the land along the proposed pipeline
such authorizations as are necessary for
right-of-way thnt is not owned by private parties construction and o|>erAtion of the pipe-
and therefore is subject to the authority of either
hue system on said lands.
the Department or the State to authorize rights- (b) The Department will take all necessary
of-way.
action preparatory to tentatively approv¬
(a) Lands patented to the State. ing or patenting the lands in category 1
(b) Lauds selected by and tentatively ap¬
(d) te the State within twenty-five (85)
proved to tlie State and not withdrawn days from the effective date of this
under section 11(a)(8) of the Alaska agreement and will tentatively approve
Native Claims Settlement Act, 85 StaL or patent those lands promptly upon re¬
696,43 U.S.C.8 1610 (1970). ceipt of notice from the Commissioner of
(c) Lands selected by the State and not tenta¬
Natural Resources that the State is pre¬
tively approved and not. withdrawn under pared to issue a right-of-way lease or
section 11(a)(2) of the Alaska Native other grant, and such other authorizations
Claims.Settlement Act. aa 111% necessary for construction and op¬
(d) 1-ands selected by the State and not eration of the pipeline system on said
tentatively approved and which were land*.
withdrawn under section 11(a) (2) of the (c) The Federal right-of-way in and to
Alaska Native Claims Settlement Act but lands in categories 1(c) or 1(d), or both,
which are not available for village or re¬ will vest in the Parties receiving it on the
gional selection under section 22(1) of date it is issued by the Department but
the Alaska Native ClaimsSettlement Act, only upon the occurrence of one of the
85 Stet. 718, 43 U.S.C. § 1621 (1970). following events, whichever occurs first:
(c) Isinds selected by the State, both tenta¬ (i) The Commissioner of Natural Re¬
tively approved and not tentatively ap¬ sources notifies the Secretary in
proved, and withdrawn under section writing that it is essential for the
11(a)(2) of the Alaska Native Claims expeditious construction of the
Settlement Act. pipeline system that the Federal
(f) IÿLiids beneath navigable waters as defined right-of-way in and to some or all
in Section 2 of the Submerged Lands Act, of the lands in categories 1 (c) or
67 Stat. 29, 43 U.S.C. § 1301 ( 1970) . 1(d), or both, vest in the Parties
(g) Lands in Federal ownership that have
not been selected by the. State. receiving it; or
2. The State will issue its right-of-way and other
(ii) The lands in category 1(d) have
not been tentatively approved to
authorizations for lands in categories 1(a), 1(b),
and 1(f). The Department will issue its rights-of- the State and a valid State right-
way and other authorizations for lands in cate¬ of-way lease or other grant in and
gories1(e) and 1(g). to those landB has not been Issued
3. Both the State right-of-way lease or other for the construction and operation
grant and the Federal right-of-way authorization of the pipeline system by March
will include the lands in categories 1(c) and 1(d) 10. 1974; or

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294
(iii) The lands in category 1(c) have (b) Except as prohibited by law or by the
not been tentatively approved tu Department's pipeline right-of-way
the StAtc. and A valid State right- agreement with the owners of the Trans-
of wav lease or other grant in and Alaska pipeline, (but the owners will be
to those lands has not been issued required by the State right-of way lease
for the construction and operation to make the same available to the State),
of the pipeline system by June 1, the Parties will share fully all informa¬
1074; tion concerning the construction of the
Provided as conditions: First, that the Federal pipeline system and the surveillance
right-of-way is mode subject to the State's valid thereof. The State and the Federal or¬
pre-existing rights, if any, in and to thorn lands; ganizations will have complete and im-
Second, that upon either valid tentative approval mediate, access to the information of tho
or valid patent of any of tho«c lands to the. State, other, on request, and there will be regu¬
the existence or subsequent issuance of a valid lar exchange of information regarding
State right-of-way lease or other grant in and to design reviews, application for and is¬
theme lands terminates the Federal right of- way suances of notices to proceed, temporary
and other authorizations, and the State right-of- suspension orders, modification orders,
way lease or other grant thereupon applies in all reports on compliance in the field, con¬
respects to those lands; Third, that the parties struction change recommendations, all
who receive the Federal right-of-way and other submissions by the holders of the rights-
authorizations agree in writing to the first and of-way, all third party contractor reports,
second conditions herein and that they will not applications for and Issuance of permb-
challenge the validity of the State’s right-of-way aiou to reaume activity, and all other sim¬
lease or oilier grant on the basis of the existence ilar information. The timing, location,
of tlie Federal right-of-way and other authoriza¬ method and type of information ex¬
tions or their interest therein, and the Federal changed shall be governed by the objec¬
right-of-way recites these three conditions; and, tive of the fullest possible access to infor¬
Fourth, that the Department will male* every rea¬ mation practical in order to maximize
sonable effort to tentatively approve and patent the decision- making capability of the
the lands to the State expeditiously. Parties.
(e) The Parties will have full and free ac¬
IL SURVEILLANCE cess to the lands of each other for all pur¬
1. While the Parties will establish and main¬ poses relating to the surveillance of the
tain separate organizations to assure compliance pipeline system and the enforcement of
with the terms and stipulations of their respective all State and Federal statutes and regula¬
right-of-way authorizations and with their respec¬ tions
tive statutes and regulations, they will sock to co¬ 2. All applications for notices to proceed, to¬
ordinate the activities of thee* organizations as gether with supporting documents, will be re¬
fully as possible. In the execution of their respec¬ viewed by both the State Pipeline Coordinator and
tive responsibilities the Parties will seek to pro¬ the Federal Authorized Officer.
vide maximum protection for the environment The State right-of-way lease will contain pro¬
without unnecessary delays in construction of the visions regarding notices to proceed that assure
pipeline. Pursuant to this general agreement, it is review by the Pipeline Coordinator within the
further agreed that : same time period xs provided in the Department’s
(a) The Parties will endeavor, both in cen- right-of-way authorisation}. The Authorized Of¬
tral offices and in the field, to locate all ficer or his designee, on behalf of the Department,
personnel in the surveillance effort, in¬
cluding agents and third party contrac¬ may issue notices to proceed involving construc¬
tors, in common locations and to utilize, tion of any portion of the pipeline system. The
insofar as possible, common logistical Pipeline Coordinator or his designee, an behalf
support, with the objective of maximizing of the State, may issue, notices to proceed with re¬
communication between the two organi¬ spect to any construction of the pipeline system
zations. on State lands, and no notice to proceed on lands

E~3

295
subject to the SUto right-of-way lease will be ef¬ provisions therefor in any lease or conveyance it
fective unless signed by the State Pipeline Co¬ may issue or grant with respect to the lands em¬
ordinator. braced in the Valdez terminal site.
8. On lands subject to the Federal right-of-way
authorizations, the Department will determine III. STATE HIGHWAY AND STATE
compliance with the terms and stipulations regu¬ AIRPORTS
lating the construction of the pipeline system. On
lands subject to the Federal right-of-way author¬ 1. The Department agrees to take such action
ization, where applicable statutes and regulations pursuant to the Trans- Alaska Pipeline Authori¬
of the State providing for the protection of re¬ zation Act of November 16, 1978, P.L. 98-158, as
sources, the environment, or public health, safety arc necessary for the State to construct a public
or general welfare, impose additional require¬ highway from the Yukon River to Prudhoe Bay.
ments to, or more stringent standards than, those The State agrees to construct tho highway accord¬
required by the Federal terms and stipulations for ing to the Highway and Airport Stipulations at¬
pipeline construction, operation or maintenance, tached hereto as Exhibit “A” and, if the State
the State law will control. contracts to build the highway, to include said
4. On lands subject to the State right-of-way stipulations as a part of any agreement with its
lease, the determination of compliance with those contractors.
terms and stipulations regulating the construction 2. The State has furnished the Department a
of the pipeline system which do not directly affect map of tha intended location of the highway, and
the physical integrity of the pipeline, but which upon completion of construction of the highway
are necessary for the protection of State lands and will file with the Department a map of definite
resources shall be made exclusively by the State. location of the highway of similar scale.
On such lands the State or the Department may 8. The Deportment agrees to lease three sites
issue any orders necessary to assure compliance for public airports pursuant to the Trans-Alaska
with those terms and stipulations regulating the Pipeline Authorization Act (tuprxx). The Stats
construction of the pipeline system that are neces¬ agrees to build the airports according to those
sary to protect the physical integrity of the pipe¬ provisions of the Ilighway and Airport Stipula¬
line. tions that are pertinent to airport construction,
5. The Parties recognize that the unique charac¬ and if the State contracts to build the airports, to
teristics of the arctic and subarctic environment include said stipulations as a part of any agree¬
require special efforts to provide it with optimum ment with such contractors.
protection. The Parties will make every reason¬ 4. Tha Department agrees to take all actions
able effort to ensure that construction and opera¬ nnctt«ary to provide to the State, under nonex¬
tion methods and activities will be planned and clusive permits, the free use of gravel or other
executed so as to minimize environmental degra¬ materials necessary for construction of the State
dation. highway and the State airports pursuant to the
6. Fish and wildlife protection is regarded by Trans-Alaska Pipeline Authorization Act (tu-
the Parties as a special responsibility of the sur¬ pra). All free use permit* issued by tho Depart¬
veillance effort which extends with common con¬ ment for such material niton shall include provi¬
cern over the length of the pipeline. The Parties sions of the Highway and Airport Stipulations
will encourage the formation, to the extent prac¬ applicable to material site*.
ticable, of a cooperative effort for such protection, 3. The State shall hare the right and responsi¬
sharing the fish and game personnel and informa¬ bility to enforce the applicable provisions of the
tion resources of both the State and Federal Gov¬ Highway and Airport Stipulations referring to
ernments, and the application of this cooperative the construction of the State highway and State
effort over both State and Federal lands. airports.
7. The Department shall have full and free ac¬ IV. MISCELLANEOUS
cess at all times to the Valdez terminal site for the
purpose ol enforcing the Department’s ttipula- 1. Tho Federal Authorized Officer and the State
tiona at that facility. The State will assure such Pipeline Coordinator will develop procedures to
access to the Depsrtment by making appropriate implement the provisions of this agreement.

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296
{. In the implementation of this agreement. dooms it necessary or desirable to terminate this
each Party will avoid unnecessary employment of agreement at an earlier time, it may do so after
personnel and needless expenditure of funds. giving the other Party sixty (60) dayB advance
written notice thereof.
3. This agreement shall remain in effect until IN WITNESS WHEREOF, the Parties hereto
construction of the Trans-Alaska pipeline is com¬ have executed this agreement as of the date shown
pleted. However, in the event that either Party below:
STATE or ALASKA UNITED STATES ar AMERICA
/•/ WILLIAM A. EUAN DEPARTMENT or THE INTERIOR
TITLE: Governor /«/ HOOKE* C. B. MORTON
State of Alaska Title: Secretary of the
January 8, 1974 Interior

EXHIBIT A
Highway and Airport Stipulations
J. DEFINITIONS 2. PROCEDURES
LI. “Highway” means the State highway from 2.1. Regulation of Public Access
the Yukon River to Prudhoe Bay, Alaska; and 2.1.1. During construction of the Highway, the
includes all permanent roads, bridges, tunnels, State shall provide alternative routes for existing
drainage structures, signs, guardrails, protective roads and trails across public lands.
structures, and appurtenances related thereto or 2.1.2. The State shall make provisions for suit¬
used in connection therewith. able permanent crossings for the public where the
Highway right-of-way crosses existing roads, toot-
1.2. “Airports" means the three public airports trails, winter trails, or other rights of-way.
for which the State of Alaska made application on 2.2. Applicability of Stipulations
March 20, 1970, under 49 IJ.S.C. §8 211-214 (1970). 2A1. Nothing in these Stipulations shall he con¬
1.3. “State Pipeline Coordinator" means that strued as applying to activities of the State that
individual designated by the State of Alaska with have no relation to the Highway or Airports.
authority over and responsibility for the super¬ ? Nothing in these Stipulations shall be con¬
vision of design review and construction of the strued to affect any right or cause of action that
Pipeline System or his designee. otherwise would be available to the State against
14. “Federal Authorised Officer" means the any person other than the United States.
Secretary of the Interior, or a person delegated Z& Responsibilities
to exercise his authority with respect to the Pipe¬ 2.3.1. With regard to the construction of the
line System. Highway and Airports: (1) The State shall en¬
1.5. “Contractor" means the individual, corpo¬ sure full compliance with the terms and conditions
of these Stipulations by its agents, employees and
ration, or other entity, or the subcontractor or contractors (including subcontractors of any tier),
agent of such individual, corporation or other and the employees of each of them. (2) Unless
entity, with which the State of Alaska contracts to clearly inapplicable, the requirements and pro¬
build the Highway or Airport*. In the event that hibitions imposed upon the State by these Stipula¬
tions are also imposed upon the State's agents,
the State undertakes to build the Highway or Air¬ employees, contractors, and subcontractors, and
port* itself, “Contractor" shall mean the State of the employees of each of them. (3) Failure or re¬
Alaska. fusal of the State’s agents, employees, contractors,
1.6. “Notice to Proceed" means a document subcontractors, or their employer* to comply with
these Stipulations shall be deemed to be the failure
signed by the State Pipeline Coordinator author¬ or refusal of the State. (4) The State shall require
izing some aspect of the construction of the its agents, contractors, and subcontractors to in¬
Highway or Airports. clude these Stipulations in all contracts and sub-
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297
contracts, which am entered into by any of them, determine the matter if the Airports are involved,
together with a provision that the other contract¬ and the Stale Pipeline Coordinator shall hare final
ing party, together with its agents, employees, authority to determine the matter if the Highway
contractors, subcontractors, and the employees of is involved.
each of them, shall likewise be bound to comply
with these Stipulations. J. CONTRACTOR STIPULATIONS-GEN-
2J32. The State shall make separate applica¬ ERAL
tion, under applicable statutes and regulations, for
authorization to use or occupy Federal lands in 3.1. Equal Employment Opportunity
connection with the Highway or Airports where Hy accepting thi* contract, Contractor agree*
the lands are not within the Highway right-of-way that, during the period of construction of the
or Airport leases. This shall include material sites. Highway and Airports, or for NO long as this
comp sites, waste areas, storage areas, access roads, permit shall be in effect, whichever a the longer,
Me, be shall comply with this Stipulation.
2-3.3. The Federal Authorised Officer may re¬ 3.1.1. Contractor will not discriminate against
quire modification of the Highway or Airports, any employee or applicant for employment be¬
without liability or expenw to the United Staten, cause of race, color, religion, sex, or national ori¬
as neofKsary to protect the integrity of the Tranv- gin. Contractor will take affirmative action to
A tasks Pipeline. ensure that applicants arc employed, and that em¬
2.4. Highway Design Approval ployees are equally treated during employment,
2.4.1. The State shall require detailed design without regard to their race, color, religion, sex,
submittals from Contractor for all river and or national origin. Such action shall include, but
st ream crossings. not be limited to, the following: employment, up¬
24.2. All such submittals shall be reviewed by grading, demotion, or transfer; recruitment or
the State Pipeline Coordinator for conformity recruitment advertising; layoff or termination;
with the Stipulations set forth herein. rates of pay or other forms of compensation; and
2.4.3. Upon approval of such design, a Notice selection for training, including apprenticeship.
to Proceed shall be executed and transmitted to the Contractor agrees to poet in conspicuous places,
Contractor. Such document shall authorize the available to employees and applicants for em¬
commencement of construction on the element of ployment, notice* to be approved by the. Author¬
the Highway for which design is approved. ized Officer setting forth tbs provirion of this
2.5. Suspension of Construction equal opportunity clause.
24.1. Tn the event the State Pipeline Coordi¬ 3.1.2. Contractor will, in all wilicitation* or
nator determines that the Contractor is in violation advertisements for employees placed by or on be¬
of those Stipulations, he may order suspension of half of Contractor, state that all qualified appli¬
that portion of the. work in violation. cants will receive consideration for employment
24.2. In the event that the Federal Authorized without regard to raoc, religion, acx, color or na¬
Officer determines that the Contractor is in viola¬ tional origin.
tion of these Stipulations, he may recommend that 3.14. Contractor will send to each labor union
the State Pipeline Coordinator order suspension of or representative of workers with which Con¬
that portion of the work he deems to be in viola¬ tractor has a collective bargaining agreement or
tion. other contract or understanding, a notice, to be
2J6L Changes in Conditions provided by the Authorized Officer, advising the
Unforeseen conditions arising during design or labor union or worker’s representatives of Con¬
construction of the Highway or Airports may tractor commitments under this equal opportunity
make it necessary to revise or amend these Stipu¬ clause and shall post copies of the notico in con¬
lations to protect the environment and the public spicuous places available to employees and appli¬
interest In that event, the Federal Authorized Of¬ cants for employment.
ficer and the State Pipeline Coordinator, shall 3.14. Contractor will comply with Executive
agree as to what revisions or amendment* shall be Order No. 11246 of September 24, 1966, as
mode. If they are unable to agree, the. Federal amended, and rulee and regulation* and relevant
Authorized Officer shall hare final authority to orders of the Secretary of Latar.
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298
3.1.5. Contractor will furnish all information Secretary of Labor in obtaining tha compliance
and reports required by Executive Order Na of Contractors and subcontractors with the equal
11246 of September 34, 1965, as amended, and by opportunity clause and the rules regulation*, and
the rules, regulations, and orders of the Secretary relevant orders of the Secretary of Labor, that it
of Labor, or pursuant thereto, and will permit wilt furnish the State Pipeline Coordinator and
access to Contractor's books, records, and account* the Federal Authorized Officer and the Secretary
by the State Pipeline Coordinator and the Fed¬ of Labor such information os they may require
eral Authorized Officer and the Secretary of for the supervision of such compliance, and that
Labor for purposes of investigation to ascertain it will otherwise ansiat the State Pipeline Coordi¬
compliance with such rule*, regulations, and nator in securing compliance.
orders. 3.1.10. Contractor further agrees that it will re¬
3J.6. In the event of Contractor's noncompli¬ frain from entering into any contract or contract
ance with this equal opportunity clause or with modification subject to Executive Order No. 1124$
any of said rules, regulations, or orders, this con¬ of September 24, 18*5, as amended, with a Con¬
tract may be cancelled, terminated or suspended tractor debarred from, or who has not demon¬
in whole or in part and Contractor may be de¬ strated eligibility for, Government contracts and
clared ineligible for further government con¬ federally assisted construction contracts pursu¬
tract* or permits in accordance with procedures ant to the Executive Order and will carry out such
authorized in Executive Order No. 11246 of Sep¬ sanctions and penalties for violation of the equal
tember 24, 1965, ae amended, and such other sanc¬ opportunity clause as may be imposed upon Con¬
tions may be imposed and remedies invoked as tractors and subcontractors by the Federal Au¬
provided in Executive Order No. 11246 of Sep¬ thorin'! Offirer or the Secretary of Labor, pur¬
tember 24, 1965, a* amended, or by rule, regula¬ suant to Part II, Subpart D, of the Executive
tion, or Older of the Secretary of Labor, or as Order. In addition, Contractor agrees that if it
otherwise provided by law. fails or refuses to comply with these undertakings,
3.1.7. Contractor will include the provisions of the State Pipeline Coordinator may take any or
this equal opportunity clause in every contract, all of the following actions: Cancel, terminate, or
subcontract or purchase order unless exempted suspend in whole or in part this contract; refrain
by rules, regulations, or orders of the Secretary from extending any further assistance to Con¬
of Labor issued pursuant to Section 204 of Exec¬ tractor under the program with respect to which
utive Order No. 11246 of September 24, 1965, as the failure or refusal occurred until satisfactory
amended, so that such provisions will be binding assurance of future compliance has been received
upon each contractor, subcontractor or vendor. from the Contractor; and refer the cans to the
Contractor will take such action with respect to Department of Justice for legal proceeding*.
any contract, sulicontraot, or purchase order as 3.1.11. Certification of Nonsegrcgated Facil¬
the Authorized Officer may direct as a means of ities*
enforcing such provisions including sanctions for By accepting this contract. Contractor ocrtifica
noncompliance; provided, however, that in the that Contractor dota not and will not maintain
event Contractor becomes involved in, or is threat¬ or provide for Contractor's employees any segre¬
ened with, litigation with a contractor, subcon¬ gated facilities at any of Contractor's establish¬
tractor or vendor as a result of such direction by ments, and that Contractor does not and will not
the State Pipeline Coordinator, Contractor may permit Contractor's employee* to perform their
request the United State* to enter into such liti¬ services at any location, under Contractor's con¬
gation to protect the interest* of the United States. trol, where segregated facilities are maintained.
3.1 A. Contractor further agrees that it will be Contractor agree* that a breach of this certification
bound by the above equal opportunity clause with is a violation of tlic equal opportunity clause of
respect to it* own employment practices when it this permit- As used in this certification, the term
participate* in federally assisted construction “segregated facilities" means, but Is not limited
work. to, any waiting rooms, work areas restrooms and
3.1.9. Contractor agrees that it will assist and washrooms restaurants and other rating areas,
cooperate actively with tha State Pipeline Coordi¬ time clock*, locker rooms and other storage or
nator and the Federal Authorized Officer and the dressing areas, parking lots, drinking fountains,

E-7

299
recreation o: entertainment areas, transportation, of any perron arising from or connected with the
and housing facilities provided for employees construction of the Highway or Airports
which «rr segregated by explicit directive or are 3L3. Federal, State and Loral Law* and Regu¬
in fact segregated on the basis of race, color, re¬ lation*
ligion, or national origin, because of habit, local Contractor shall comply with applicable Federal
custom or (dherwisc. Contractor further agree* and State laws and all regulation* issued there¬
that (except where Contractor has obtained iden¬ under, existing or hereafter enacted or promul¬
tical certifications from proposed Contractors and gated, affecting in any manner construction of the
subcontractor* for specific time periods) Contrac¬ High way or A irporta.
tor will oh<:>'n identical certification* from pro¬ ILL Antiquities and Historical Site*
posed Centre ' irs and subcontractors prior to the Contractor shall engage an archeologist ap¬
award of co.iti " fa or subcontract* exceeding $10,- proved by the Federal Authorised Officer to pro¬
000 will* i are i *» exempt from the provision* of vide anrreillanee and inspection of the Highway
the equr opportunity clause; the Contractor will and Airport sited for archeological value*. If, in
retain M h . ertr ations in Contractor's film; and connection with any operation under this contract,
the Coi- raefm i 11 forward tlie following notice or any other contract entered in connection with
to such ;m«|eiM- in connection
use. Contractor's rehabilitation plan shall he ap¬ with construction of the Highw: or Airports is
proved in writing by the State Pipeline Coor¬ prohibited unless authorized in writing by the
dinator and the Federal Authorised Officer prior State Pipeline Coordinator as to te Highway or
to termination of use of any such road or any part the Federal Authorized Officer a? 0 the Airports.
thereof. 3.11. Health and Safety
3.6. Public Improvement* Contractor shall take all meas* >s neorosary to
Contractor shall protect existing improvements protect the health and safety o' ill persons af¬
on Federal and State lands during construction of fected by its activities perform in connection
the Highway or Airports. Except as authorized with the construction of the Higl ay or Airports
for temporary purpotws by the State Pipeline Co¬ and shall immediately abate any ealth or safety
ordinator and Federal Authorized Officer, the Con- hazards. Contractor shall immediately notify the
tractor shall not obstruct any road or trail with State Pipeline Coordinator of n't serious acci¬
logs, stash, or debris. dents which occur in connection • Ih such activi-
3.7. Camping, Hunting, Fishing, and Trap¬ tie*.
ping
Contractor shall satisfy the State Pipeline Co¬ 4. CONTRACTOR STIPUI TIONS-EN-
ordinator that it has and will adequately inform VIRONMENTAL
its employees, agents, contractors, subcontractors,
4.1. Environmental Briefing
and their employees, of applicable laws and regu
1st ions relating to hunting, fishing, and trapping.
Prior to and during construct i of the High¬
way and Airports, Contractor ? til provide for
3Jk Small Craft Passage
environmental and other pertin it briefings of
The creation of any permanent obstruction to
construction and other personnel v such Federal
the navigation of smalt craft in streams is pro¬
and State employee® as may be d ignated by the
hibited.
Federal Authorized Officer and ti- State Pipeline
3.9. Survey Monuments
Contractor shall marie and protect all geodetic Coordinator. Contractor shall e uig* the time,
piece and attendance for each bailing* upon their
survey monument*; encountered during the con¬ request.
struction of the Highway or Airports. Throe mon¬
uments are not to be disturbed; however, if such 4.2. Pollution Control
a disturbance occurs, the Federal Authorized Of¬ 4.2.1. General
ficer shall be immediately notified thereof in Contractor shall conduct all a *tlV' ies associated
writing. with the Highway and Airport 6 in A manner that
If any land survey monuments, corners, or ac¬ will avoid or minimize degradation of air, land
cessories (excluding geodetic survey monuments) and water quality. In the coneti notion of the
are destroyed, obliterated or damaged, Contractor Highway and Airports, Contract- u shall perform
shall employ a qualified land surveyor to reestab¬ its activities in accordance with applicable air
lish or restore same in accordance with the “Man¬ and water quality standards and relttcd plans of
ual of Instructions for the Survey of Public implementation, including emission standards,
Lands” and shall record such survey in the ap¬ adopted pursuant to the Clean Air Act, as
propriate records. Additional requirements for the amended (42 U.S.C., sec. 1857, et s*q.), and the
protection of monuments, corners, and hearing Federal Water Pollution Control Act, as amended
(83 U.S.C.,sec 1160).
trees niay be prescribed by the Federal Authorized
Officer. 4.2.2. Water and Land Pollution
3.10. Fire Prevention and Suppression 4.2.2-1. Contractor shall comply with applicable
Contractor sliall promptly notify the State ‘ÿ"Water Quality Standards” of the St-tfe of Alaska
Pipeline Coordinator and the Federal Authorized as approved by the Environmental Protection
Officer and take all measures necessary and ap¬ Agency.
propriate for the prevention and suppression of 4.9.9- 2. Mobil* ground equipment shall not b*
fires in accordance with 43 CFR 2ft01.1-5(d). Con¬ operated in lake*, streams, or riven unless such
tractor shall comply with their instructions and operation is approved in writing by the Stats
directions concerning the u**, prevention and sup¬ Pipeline- Coordinator.
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301
422. Air Pollution and Ioe Fog •1.3*2. Streams
4.22.1. Contractor shall utilize and operate all The Highway clearing limits shall bo limited
facilities and devices used in connection with the mi as to provide three hundred (300) foot mini¬
construction of the Highway and Airports in s&ch mum buffer stripe of undisturbed land along
a way so as to avoid or minimize air pollution streams unless otherwise approved under 2.4
and k» fog. herein.
4222. Emissions from equipment, installa¬ 4.4. Erosion Control
tions, and burning materials shall meet applicable •1.1.1. Contractor shall conduct all Highway and
Federal and State air quality standards. Airport construction activities so as to avoid or
424. Pesticides, Herbicides, and other Chem¬ minimize disturbance to vegetation.
icals 4.4.2. The design of the Highway and Airports
Contractor shall use only non-persistent and shall provide for the construction of eroeaon con¬
immobile types of pesticides, herbicides nnd other trol facilities that will avoid or minimise erosion.
chemicals. Each chemical to be used and its ap¬ 4.4.3. The erosion control facilities shall be con¬
plication constraint shnll be apjwoved in writing structed to avoid erosion and to lessen the possibil¬
by the State Pipeline Coordinator prior to use. ity of forming new drainage channels resulting
42.5. Sanitation and Waste Disposal from Highway or Airport construction activities.
4.25.1. “Waste” means all discarded matter, in¬ The facilities shall be designed and constructed in
cluding but not limited to human waste, trash, such a way as to avoid or minimize disturbance to
garbage, refuse, oil drums, petroleum prodotfe, the thermal regime.
ashes and equipment. 4.4.4. Stabilization
4252. All waste generated in construction of 4. 4. 4.1. Surface materials taken from disturbed
the Highway and Airports shall be removed or areas shall be stockpiled and utilized during res¬
otherwise disposed of in a manner acceptable to toration unless otherwise approved in writing by
the State Pipeline Coordinator. All applicable Die State Pipeline Coordinator as to the Highway
standards and guidelines of the Alaska State De¬ and by the Federal Authorized Officer as to the
partment of Environmental Conservation, the Airports. Stabilization practices, as determined
United States Public Health Service, the Envi¬ by the needs for specific sites, shall include but
ronmental Protection Agency, and other Federal shall not be limited to seeding, planting, mulching,
and State agencies shall be adhered to by Con¬ and the placement of mat binder*, soil binders,
tractor. All incinerators shall meet the require¬ rock or gravel blankets, or itractort*.
ments of applicable Federal and State law* and 4.4.42. All disturbed areas shall be left in a
regulations and shall be used with maximum pre¬ stabilized condition satisfactory to the State
cautions to prevent forest and tundra fires. After Pipeline Coordinator as to the Highway and the
incineration, material not consumed in the incin¬ Federal Authorized Officer as to the Airports.
erator shall be disposed of in a manner approved Such satisfaction shall be stated in writing.
in writing by the State Pipeline Coordinator. 4.4.5. Crossings of Streams, Rivers or Flood
Portable or permanent waste disposal systems to Plains
be used shall be approved in writing by the State
4454. Contractor shall prevent or minimize
Pipeline Coordinator. erosion at streams and river crtx&ings and those
42. Buffer Strips
parts of the Highway or Airports within flood
42.1. Public Interest Anas plains.
No construction activity in connection with the
Highway or Airports shall be conducted within 4422. Temporary aero* over stream banks
one-half (Vi) mile of any officially designated shall be made through urn of fill ramps rather
Federal, State or municipal |ark, wildlife refuge. than by cutting through stream bonks, unless
research natural area, recreation area, recreation otherwise np prored In writing by the State Pipe¬
site, or any registered National Historic Site or line Coordinator.
National Landmark, unlwa v»ch activity in ap¬ 4452. Timing and methods of crossings shall
proved in writing by the Federal Authorized Offi¬ be subject to control and alteration by the State
cer M to Federal areas or the State Pipeline Co¬ Pipeline Coordinator to protect fish passage and
ordinator aa to State areas. spawning and aquatic resources generally.

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4.4.6. Seeding and Planting activities Settling basins shall be constructed to
Seeding and planting of disturbed areas shall intercept silt before, it retches streams or lake*.
be conducted os soon as practicable and, if nocee- 4554. Contractor shall comply with any spe¬
»Oi shall be repeated until vegetation is success¬ cial requirements made by the State Pipeline Co¬
ful, unless otherwise approved in writing by tho ordinator for a stream system in order to protect
State Pipeline. Coordinator. All other restoration Fish Spawning Beds. Contractor shall repair all
shall be completed as noon as possible. damage to Fish Spawning Beds caused by corn-
4.4.7. Excavated Material struetkin of the Highway or Airports.
Excavated material not utilized for Highway or 455. Zones of Restricted Activities
Airport construction shall be disposed of in a man¬ Contractor's activities in connection with the
ner approved in writing by the Federal Authorized construction of the Highway or Airports tn key
Officer, if wasted outside of the facility right-of- fish and wildlife areas may be restricted by the
way. Stete Pipeline Coordinator during periods of fish
45. Fish and Wildlife Protection and wildlife breeding, nesting, spawning, lambing
4.1LL Passage of Fish or calving activity and during major migrations
45.1.1. Contractor shall provide for uninter¬ of fish and wildlife. The State Pipeline Coordi¬
rupted movement and safe passage of fish. Any nator shall provide Contractor written notice of
artificial structure or any stream channel change such restrictive action. From time to time, the
that would cause a blockage of fish shall be pro¬ State Pipeline Coordinator shall furnish Con¬
vided with a fish passage structure or facility that tractor a list of areas where such actions may be
meets all Federal and State requirements. The pro¬ required, together with anticipated dates of
posed design shall be submitted to the State Pipe¬ restriction.
line Coordinator in accordance with Stipulation 4.6. Material Sites V
2.4.1. 45.1. Acquisition of Materials
45.1.2. Pump intakos shall be screened to pre¬ 1.6.1 J. If Contractor requires materials from
vent harm to fish. the public lands, Contractor shall request the
45.15. Abandoned water diversion structures State of Alaska to make application, in accord-
shall be removed or filled to prevent trapping or anre with 43 CFK, Part 8621, “Free U» of Min¬
stranding of fish. eral Materials.” Contractor shall submit a mining
plan In accordance with 43 CFR, Part 23. No
4.5.1.4. If materia] sites are approved adjacent
to or in certain lakes, rivers, or streams, the State
materials may be removed by Contractor without
the written approval of the Federal Authorized
Pipeline Coordinator, either on his own initiative
Oflicer.
or at the request of the Federal Authorized Officer,
4.6.15. Insofar as jtoesible, use of existing ma¬
may require the Contractor to construct levees,
berms, or other suitable means to protect fish and terial sites will be authorized in preference to
new sites.
fish passage and to prevent ailtation of streams or 4.65. Layout of Material Sites
lakes. Materia] site boundaries should be shaped in
45.2. Fish Spawning Bods such a manner as to blend with surrounding nat¬
45.2.1. “Fish Spawning Beds’* moans the areas ural land patterns. Regardless of the layout of
where anadnxnous and resident fish deposit their material sites, primary emphasis shall be placed
on prevention of soil erosion and damage to vege¬
45.25. Contractor shall avoid channel changes tation.
in Fish Spawning Bods designated by the State 4.7. Clearing
Pipeline Coordinator; however, where channel 47.1. Boundaries
change* cannot be avoided in such beds, new Contractor shall identify approved clearing
channels shall be constructed according to writ¬ boundaries on the ground prior to beginning
ten standards Supplied by the State Pipeline clearing operations. All timber and other vegeta¬
Coordinator. tive material outside clearing boundaries and all
4555. Fish Spawning Beds shall be protected blazed, painted or posted trees which are on or
from nediment where soil material is expected to mark clearing boundaries are reserved from cut¬
be suspended in water as a result of construction ting and removal with the exception of danger

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303
trees or snog* designated s$ such by the State thorized Officer as to the Airports and the State
Pipeline Coordinator. Pipeline Coordinator as to the Highway.
4.7.2. Timber 42. Off Right-of-Way Traffic
4.724. Prior to initiating clearing operations, Contractor shall not operate mobile ground
Contractor shall notify the Federal Authorized equipment off the Highway or Airport construc¬
Officer of the amount of merchantable timber, if tions limits or authorized areas unices approved in
any, which will be cut, removed, or destroyed in writing by the Federal Authorized Officer as to
the construction of the Highway or Airports, and the Airports and the State Pipeline Coordinator
rfiall request that the State make separate appli¬ as to the Highway, or when necessary to prevent
cation for the free use of such timber in accord¬ harm to any person.
ance with 43 CFR, Part 6510. •140. Aesthetics
4.722. All trees, snags, or other woody ma¬ The Federal Authorized Officer or State Pipe¬
terial cut in connection with clearing operations line Coordinator may impose such requirements
shall be cut so the resulting stumps shall not as he deems necessary to protect aesthetic values.
be higher than six (6) inches measured from the 441. Restoration
ground on the uphill side. 4414. Areas disturbed by Contractor shall be
4.7.23. All trees, snags, and other woody ma¬ restored by Contractor to the satisfaction of the
terial oat in connection with clearing operations State Pipeline Coordinator as to the Highway, and
shall be failed into the arcs within the clearing the Federal Authorized Officer as to the Airports.
boundaries and away from water counsea. as stated in writing.
4.73.4. Hand clearing shall be used in areas 4412. All cut and fill slopes shall be left in »
where the State Pipeline Coordinator as to the stable condition.
Highway and the Federal Authorized Officer as 4413. Materials from the Highway and Air-
to the Airports, determine that, use of heavy equip¬ porta, haul ramps, berms, dikte, and other earthen
ment would be detrimental to existing condition*. structures shall be disposed of as directed by the
4.73.5. All debris resulting from clearing oper¬ State Pipeline Coordinator ax to the Highway and
ations and construction that may block stream the Federal Authorized Officer ax to the Airport
flow, delay fish passage, contribute to flood dam¬ 4.11.4. Vegetation, overburden, and other ma¬
age, or result in stream bed scour or erosion shall terials removed during clearing operations shall
be removed. be disposed of by Contractor in a manner ap¬
4.72.6. Logs shall not. be skidded or yarded proved in writing by the State Pipeline Coordi¬
across any stream without the written approval . nator as to the Highway and the Federal Author¬
of the State Pipeline Contractor. ized Officer as to the Airports.
4.72.7. No log landing shall be located within 4.112. Upon completion of restoration, Con¬
three hundred (300) feel of any water course, ex¬ tractor immediately ahall remove all equipment
cept where impractical, then only with the writ¬ and supplies from tho site.
ten approval of the State Pipeline Coordinator. R. CONTRACTOR STIPULATIONS-
4.72.8. All slash shall be disposed of within TECHNICAL
the Highway right-of-way or Airport lease un¬
less otherwise directed in writing by the Federal The following requirements shall be complied
Authorized Officer as to the Airports or the State with in drsign and construction of Highways and
Pipeline Coordinator as to the Highway. Airports.
4.8. Disturbance of Natural Waters 54. Special Standards
All activities of Contractor in connection with 644. All precon9tmction, construction, and
the construction of the Highway or Airports that poet-const ruction operations shall be. conducted to
may create new lakes, drain existing lakes, sig¬ minimize permafrost degradation and damage to
nificantly divert natural drainages, permanently the environment, and to provide maximum pro¬
alter stream hydraulics, or disturb significant tection to wildlife and human beings.
areas of stream beds are prohibited unless such 542. Temporary bridges shall be located so as
activities along with necessary mitigation meas¬ to reserve the superior site and alignment for fu¬
ures are aDorovsd in writing by the Federal Au¬ ture permanent bridges.

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304
5.1.3. Embankment sections shall be used in outflow end of culverts. To prevent erosion the
preference to excavated sections wherever prac¬ pool sides shall be established by appropriate
ticable and, in general, the Highway shall follow methods; e.g., by the use of riprap.
terrain features. 5.4. Slope Stability
5.1.4. Unless otherwise approved by the State Areas subject to mudflows, landslide::, mudslides,
Pipeline Coordinator, organic material resulting avalanches, rock falls, and other types of mass
from clearing operations shall not be incorporated movements shall be avoided where practicable in
in the road prism, but may be used as a mat over¬ locating the Highway and Airports. Where such
lay below the road prism. avoidance is not practical, the Highway or Air¬
5.2. Permanent Culverts and Bridges port design, based upon detailed field investiga¬
Culverts and bridges shall be designed to ac¬ tions and analysis, shall provide measures to pre¬
commodate a 50-year flood in accordance with vent the occurrence of, or protect the Highway or
criteria established by the American Association Airports against the effects of mass movements.
of State Highway Officials and the Federal High¬
way Administration. 5.5. Construction Operations
5.3. Erosion 5J.1. All pre-construction and construction ac¬
5.3.1. Erosion control procedures shall accom¬ tivities shall be conducted so as to avoid or mini¬
modate and be based on the runoff produced by mize thermal and other environmental changes
storm and snow melt conditions having a 50-year and to provide maximum protection to fish and
occurrence interval. The procedure shall also ac¬ wildlife and their habitat, and people. All surface
commodate effects that result from thawing pro¬ modifications shall be planned and executed in such
duced by flowing or ponded water on permafrost a way that any resulting degradation of perma¬
terrain. frost will not jeopardize adjoining structure
5.3.2. Slopes of cuts through stream banks shall foundations.
be designed and constructed to minimize erosion 5.5.2. Acceptable plans, procedures and qunlity
and prevent slides. controls that ensure compliance witli these Stipu¬
5.3.3. Where necessary because of outfall ero¬ lations shall be submitted in accordance with Stip¬
sion, stilling basins shall be constructed at the ulation 2.4.1,

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305

Unocal Pipeline Company v. BP Pipelines (Alaska) Inc., Conoco Phillips Transportation Alaska, Inc., and ExxonMobil Pipeline Co.

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