Exhbit 10.3.1 - Marathon and APC 1989 Amendment 1


    Exhibit
      10.3.1

    


    FIRST
      AMENDMENT TO GAS PURCHASE AGREEMENT

    BETWEEN
      MARATHON OIL COMPANY AND

    ALASKA
      PIPELINE COMPANY

    DATED
      MAY 1,
      1988

    


    


    WHEREAS,
      Marathon Oil Company (“Seller”) and Alaska Pipeline Company (“Buyer”) entered
      into that certain Gas Purchase Agreement dated May 1, 1989 (“the
      Agreement”);

    WHEREAS,
      Seller and Buyer desire to modify the Agreement for the benefit of both
      parties;

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements herein contained, the parties do covenant and agree as
      follows:

    Article
      4 of
      the Agreement shall be amended by adding the following provision to Section
      4.4:

     

    
      	 	
              (d)

            	
              Each
                time Seller makes an Annual or Final Additional Commitment of Gas
                under
                this Section 4.4, Buyer shall promptly seek from the APUC a ruling
                (“the
                first request”) that all costs of that Additional Commitment are fully
                recoverable in the rates of ENSTAR Natural Gas Company. APL shall
                not be
                obligated to take any Gas committed under this Section 4.4 unless
                the APUC
                rules in advance that all costs of such Gas are fully recoverable
                in the
                rates of ENSTAR Natural Gas
                Company.

            


    

    
      	 	
              i.

            	
              If
                the
                APUC approves the first request within one year of its filing, the
                Additional Commitment covered by the first request shall be delivered
                in
                accordance with the Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              ii.

            	
              If
                the
                APUC has not approved the first request within one year of its filing,
                Seller may, at its option, (1) cancel the Additional Commitment or
                (2)
                await the APUC’s decision. If the Additional Commitment has not been
                cancelled and the APUC approves the first request more than one year
                after
                its filing, the Additional Commitment shall be delivered in accordance
                with the Agreement.

            


    

    
      	 	
              iii.

            	
              If
                the
                APUC disapproves the first request, Seller may, at its option, (1)
                cancel
                the Additional Commitment or (2) within 30 days of the final APUC
                decision
                propose a different price or price formula for the Additional Commitment.
                If Seller elects to propose a different price or price formula for
                the
                Additional Commitment, Buyer shall promptly file Seller’s proposal with
                the APUC and request a ruling (“the second request”) that the costs of the
                Additional Commitment are fully recoverable in the rates of ENSTAR
                Natural
                Gas Company.

            


    

    
      	 	
              iv.

            	
              Seller
                may, after consultation with Buyer, require Buyer to request, as
                part of
                any first or second request, that the APUC rule that all costs of
                the
                Additional Commitment covered by the request and all costs of all
                later
                Additional Commitments are fully recoverable in the rates of ENSTAR
                Natural Gas Company.

            


    

    


    (2)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              v.

            	
              If
                the
                APUC approves the second request within one year of its filing, the
                price
                or price formula for the Additional Commitment shall be modified
                in
                accordance with the second request and the Additional Commitment
                shall be
                delivered in accordance with the
                Agreement.

            


    

    
      	 	
              vi.

            	
              If
                (1)
                the Additional Commitment is cancelled under subparagraphs ii. or
                iii. of
                this Section 4.4(d), or if (2) the APUC does not approve (or if it
                disapproves) the second request within one year of filing, or (3)
                the APUC
                fails to approve either the first or second request within two years
                of
                filing the first request with the
                APUC:

            


    

    
      	 	
              (a)

            	
              Seller
                shall, at the first occurrence of one of these three events, make
                a
                Terminal Commitment of Gas to Buyer. The Terminal Commitment shall
                be the
                total of the Additional Commitments previously submitted to but not
                approved by the APUC. The Terminal Commitment shall be delivered
                after all
                Gas previously committed by Seller to Buyer has been delivered. The
                price
                of the Terminal Commitment shall be calculated in accordance with
                the last
                price formula approved by the APUC but for all other purposes the
                Terminal
                Commitment will be treated like the Annual Additional Commitment(s)
                and/or
                Final Additional Commitment which it supersedes;
                and

            


    

    


    (3)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Seller
                shall have no further right or obligation to commit Gas under this
                Section
                4.4, and Buyer shall have no further right or obligation to take
                Gas other
                than Gas committed under Section 4.4(d)vi.(a), the Initial Commitment,
                and
                Additional Commitments previously submitted to and approved by the
                APUC.

            


    

     

    IN
      WITNESS
      WHEREOF, the parties have executed this Agreement in two (2)
      originals.

     

    
      
        	
                ALASKA
                  PIPELINE COMPANY

                 

                 

              	 	 	MARATHON
                OIL COMPANY 
	By:
                /s/R. F. Barnes 	 	 	By:
                /s/Wm. Harper 
	
                

              	 	 	
                

              
	
                Its
                  President

                
DATED: 
                  12/20/89

              	 	 	
                Its
                  Vice President


                DATED: 
                  12/15/89

              


      



    


    


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