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 [email protected] TBA No. 24012702 Anthony N. Kaim [email protected] TBA No. 24065532 J. Benjamin Bireley [email protected] 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 [email protected] [email protected] Steven G. Reed Lara E. Romansic Steptoe & Johnson LLP 1330 Connecticut Avenue, N.W. Washington, D.C. 20036-1795 Fax: (202) 429-3902 [email protected] [email protected]

/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- 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 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

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.

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) 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 DR&R is, in essence, the costs associated with the dismantling of the pipeline

3687

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

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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 i

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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

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?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

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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 (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

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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 Laws and Regulations 28 14.3 Warranties 28 14.4 Law Governing 29 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

v

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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.<ll.p« 1 Union 1 Party and Parties I Owner and Owners 1 TAPS or System 1 Initial Design Capacity 1 Contract I Contractor 1

— Construction Committee . 2 Member 2 I Alternate 2 Committee Secretary 2 Construction Project Budget .3 Budget Amendment . 3 Percentages of Ownership 3 Operator e Operating Agreement 6 Alyeska 6 Total Expansion Capacity 7 Expansions 7 First Expansion 7 First Expansion Capacity 7 Second Expansion 7 Second Expansion Capacity 7 Initial Percentage 8 Remaining Expansion Capacity 8 Excess Capacity 8 Excess Party 9 vi !

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TAPS Agreement Term P»W Purchasing Party 9 Date of Completion . 10 Cost of all pre-expansion facilities 11 Post Expansion Percentage 12 Inareasing Party 12 Allocation Factor 12 Allocation Ratio 12 Settlement 12 Reducing Party 12 Completion Option 12 Option Party 12 Final Option 14 Final Option Capacity 14 Affiliate 16 Subsidiary 16 Parent Corporation 16 Enabling Agreement 16 Enabling Party 16 Equity Security 16 New Corporation 16 OWNER 16 Shareholder 16 Throughput Agreement 16 Merging Party 17 Selling Party 17 Agreement Term 21 Term Notice 21 Positive Term Notice 21 Negative Term Notice 21 Net Salvage Value 22 Saleable Value . 23 Technical Information 25 Party Employee . 26 Loaned Employee 28 Project Improvement 26 Own Operations 27 Associated Companies 27 Date of Commissioning 29 vii

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TRANS ALASKA PIPELINE SYSTEM AGREEMENT THIS AGREEMENT (the “Agreement-), entered into as of August 27, 1970 (the “Date of this Agreement-) by and among ATLANTIC PIPE LINT COMPANY, a Pennsylvania corporation ( "ATLANTIC- ) , BP PIPE LINE CORPORATION, a Delaware corporation ("BP”), HUMBLE PIPE LIKE COMPACT, a Delaware corporation ("Humble"). AMERADA HESS CORPORATION, a Delaware corporation (“Amerada Hess”), HOME PIPE LINE COMPANY, a Delaware corporation (“Home"). Moan. PIPE LINE COMPANY, a Delaware corporation (“Mobil"), PHILLIPS PETROLEUM COMPANY, a Delaware corporation (“Phillips"), and UNION OIL COMPANY or CALIFORNIA, a California corporation ("Union"), (herein sometimes individ¬ ually called Tarty" or "Owner” and collectively called Tarties” or “Owners’); WIYNESSEYH : WHEREAS, the respective Parties to this Agreement have previously agreed to design and construct an undivided interest forty-eight Inch diameter petroleum pipeline system from a point In the Prudboe Bay area of the North Slope m the State of Alaska to a point in or near Valdez, Alaska, including suitable pump stations, mnlragg terminals, docks, communications facilities and other facilities; and WHEREAS, the Parties to this Agreement desire to revise and amend in their entirety their existing agreements for the construction, ownership and operation of said petroleum pipeline system, THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree to the following provisions for the construction, ownership and operation of said petroleum pipeline system; .ARTICLE I DESOUTTTON or PTYELIN* STTTEM 1.1 Description. The pipeline system, which will be known for purposes of Identification as die Trans Alaska Pipeline System (hereinafter referred to as "TAPS" or "System"), shall consist of a forty-eight (48) inch diameter petroleum pipeline extending from a point in the Prudboe Bay area of the North Slope of the State of Alaska to a point in or near the City of Valdez in the State of Alaska, together with suitable pump stations, tankage, terminals, docks, communications facilities and other facilities as generally shown on Exhibit A attached hereto and made a part of this Agreement.

1.2 Design Capacity. The initial design capacity of the pipeline and pump stations will be . approximately Six Hundred Thousand (600,000) barrels per day. Tankage, terminals, docks, com¬ _• munications facilities and other facilities will be designed so that the over-all initial design capacity of the System will be approximately Six Hundred Thousand ( 600,000) barrels per day ("Initial Design Capacity”). TAPS will be designed to permit expansion of capacity to approximately Two Million (2.000.000) barrels per day.

ARTICLE n DESICN AND CONSTRUCTION 2.1 Design and Construction Contract By the execution and delivery of this Agreement, each Party hereby confirms that h has simultaneously executed and delivered the Agreement for the Design and Construction of the Trans Alaska Pipeline System (“Contract"), dated as of August 27, 1970, by and between the Parties hereto and ALYESEA PIPELINE SERVICE COMPANY, a Delaware corporation ("Contractor"). Pursuant to the terms of the Contract, the Parties appoint and authorize Contractor, I as agent for the Parties, to engineer, design and construct the System (including all related facilities).

1 Contractor, on behalf of the parties hereto, shall be responsible for the diligent and exp'iditious per¬ formance of this work, shall select all subcontractors to be employed to perform engineering, design,

Page 10 of 105

construction and other related ecrvioc* ud shall supervise (heir activities to the end that all such work is performed in the best and soundest way, all as further provided in the Contract 2-2 Construction Committee. The Parties recognize that it is necessary and desirable to establish ) a committee for the efficient administration of the Contract on behalf of the Parties and to exercise certain of the functions reserved to the Parties thereunder. A committee to be knows as the construc¬ tion committee ('Construction Committee*) is hereby established for these purposes. ( a) Member* and Alternate*. Each Party shall designate one representative as it* member ("Member*) on the Construction Committee and shall designate one representative as the Mem¬ ber's alternate ("Alternate*) who shall represent the Party on the Construction Committee only in the absence of the Member Each Party whose Percentage of Ownership (as defined in Section 3.1) appearing in Column (2) on Table I in Section 3.1 is at least Twenty-Five percent (23%) may designate one additional representative as a second Member and one additional representa¬ tive as his Alternate. Exhibit B attached hereto contains the name, address and telephone number of each Party's M«mber(s) and Alternate* s ) on the Construction Committee. Each Party reserves the right from HIM to time to change its Member*s ) or Alternate* s) and their respective addresses and telephone numbers by giving written notice of any such change to the secretary of the Con¬ struction Committee {“Committee Secretary”). (b) Meeting*. The Construction Committee may bold monthly meetings at which the Con¬ tractor shall present progress reports on the project and such other meetings as may be requested by any Member or by the Contractor. All such requests shall be made in writing, or by telephooe confirmed in writing, to the Committee Secretary and shall state the matters to be considered at such meeting. The Committee Secretary shill notify each Member at least three (3) days in advance of any meeting of the date, time, place and purpose of the meeting. If such notice is given by telephone, it shall be confirmed in writing, by telegram, cable or letter to the Member so notified. Failure to give such notice shall not nullify any action taken at any meeting if each Party not re protected at such meeting by its Member* s) or Alternate**) shall waive such notice in writing signed by said Party's Member(s) or Alternate(s), either before or after the meeting.

The Construction 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 I — that such rules and procedures shall not contradict any provisions of Sections 2-2 and 2.3. ( c ) Action Without Meeting, ft is recognized that matters requiring the immediate decision of the Construction Committee may arise from time to time. Any Member or the Contractor may propose that any matter upon which the Construction 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, by letter, telegram or cable, or by telephone, confirmed in writing. The Committee Secretary shall immediately notify each Member by tele¬ phone of the matter to be decided and shall confirm surh notice by telegram. 1/ the Committee Secretary is unable to contact a Member by telephone, he shall immediately notify that Members Alternate, which notice shall be confirmed in writing to both the Member and his Alternate.

Each Member or Alternate, os the case may be, shall notify the Committee Secretary in writing. by letter, telegram or cable, or by telephooe 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 notification, if made by telephone, shall be confirmed in writing to each Member (d) Committee Secretory. The Construction Committee shall appoint a Committee Secre¬ tary and an Assistant Committee Secretary. In addition to the functions assigned to the Com¬ mittee Secretary in subdivisions (b) and (e) of this Section 2.2, he 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 Construction Committee shall direct, all other S

Page II of 105

document* and communications relating to the Construction 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 by duly authorized representatives of the Parties hereto at all times and, upon termination of the Construction Committee, shall bo delivered to one of the Parties for safekeeping under such terms as the Construction Committee shall approve. All expenses incurred in connection with the performance of the duties of the Committee Secretary shall be borne by the Parties in proportion to their Percentages of Ownership in TAPS then appearing in Column (2) of Table 1 in Section 3.1 under such arrangements as the Construction Committee «hall approve. The Committee Secretary shall serve at the pleasure of the Construction Committee. The Assistant Committee Secretary shall perform the duties of the Committee Secretary in the event of the absence of the Committee Secretary. (e) Certificatei. The Committee Secretary may issue certificates with respect to actions of the Construction Committee. The Contractor and other third parties shall be entitled to rely on such certificates if they are countersigned by any Member or Alternate (other than the Membcr(s) or Alternateÿ}, if any, representing the Party employing the Committee Secretary). (f) Other Expense*. Except as provided in Subdivision (d) of this Section 2.2. each Party, shall pay all expenses incurred by it relating to its representation on the Construction Committee.

2.3 Powers and Functions of the Construction Committee. The Construction Committee is hereby authorized to exercise only the powers and functions specified as foDows: (a) The approval of any 'Construction Project Budget’ or "Budget Amendment" prepared and submitted by the Contractor pursuant to the Contract (b) All other matters which the Contractor is expressly required or permitted to submit to the Parties for decision or approval under the Contract. (c) All powers and functions delegated to the Construction Committee in Article* II, III. and VI of this Agreement.

All matters properly presented to the Construction Committee for determination shall be approved upon the affirmative vote of Member(s) or Alternated s), as the case may be, representing Three (3) or more Parties having Percentages of Ownership in TAPS then appearing in Column (2) of Table I of Section 3.1 which aggregate at least Sixty-six and Two-thirds percent (66% Tc) cl the total owner¬ ship interest in TAPS, 2.4 Effect of Construction Committee Action on Parties. Any and all decisions which die Con¬ struction Committee is authorized to moke under Section 2.3 shall be conclusively binding on all Parties to this Agreement and shall have the same effect as a separate agreement on the matter by and among the Parties hereto. .ARTICLE m OwxrasHip or TAPS 3.1 Ownership of TAPS. TAPS (including but not limited to all fee titles, easements, leases. permits, nghts-of-way and other interests in land) shall be owned by the Parties hereto with each Party's undivided interest 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 I below, as such Percentage of Ownership may be amended from time to time as hereinafter provided. The initial Percentage of Ownership of each Party in TAPS and the estimated initial daily barecl 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 applicable before an)’ expansion of TAPS capacity has been made pursuant to Article VT of this Agreement.

Page 1 2 of 1 05

TABLE I (») (3) PMMiH (1) af \ p“«r Ownmbp iBMa/Pay) Atlantic 2730% 195.000 BP 27,50 195,000 Humble 25.00 150,000 .Amerada Hess 3.00 18,000 Home 2.00 12,000 Mobil 8.50 51,000 Phillips 3.25 19,500 Union 325 19,500 Totals 100.00% 900,000 Within nine (9) months after the Date of Commissioning of TAPS, the estimated capacities set faith in Column (3) of Table I above will be reviewed by the Construction Committee and adjusted to reflect changes in design capacities which are required based on line length, elevations, pipe, pump¬ ing equipment, and station spacing of TAPS as installed; and if there are any such changes, a formal amendment to the Agreement shall be prepared and circulated to the Parties by the Construction Com¬ mittee, and the Parties will execute such formal amendment revising Column ( 3 ) above so as to credit to each Party its percentage, as then set forth in Column (2) above, of the revised design capacity of TAPS. It is further contemplated that Columns (1), (2). and/or (3) of Table I above will be revised to reflect changes resulting from any Expansion of TAPS pursuant to Article VI hereof, or changes of ownership in TAPS resulting from transfers made in accordance with Article VTI hereof.

Any reference in this Agreement to said Columns (1), (2) and/or (3) above shall, unless the context clearly requires a different meaning, constitute a reference to the latest revision of such Columns as of the time when the Agreement is to be applied. .Any reference in this Agreement to the Tercentage(i) of Ownership in TAPS" shall unless the context clearly requires a different meaning, mean such percentage/ 1 ) ax determined in accordance with what is then the latest revision of Columns (1) and (2) above.

32 Ownership of Terminal Tankage. Terminal tankage ( including tanks, tank farm piping, and tank farm land ) shall be owned by the Parties hereto with each Party’s undivided interest in terminal tankage being equal to its undivided interest percentage as set forth in Column (2) of Table LA below, as such undivided interest percentage may be changed from time to time as hereinafter provided.

The total terminal tankage to be constructed as a part of the Initial Design Capacity shall be not leu than Six Million (6,000.000) barrels capacity. The initial undivided interest percentage of each Party in terminal tankage and the initial tankage capacity of each Party are set forth opposite such Party's name in Columns (2) and (3), respectively, of Table LA below, with such percentages and capacities both being those which arc applicable before any increase in tankage capacity has been made pursuant to this Section 3.2 or pursuant to Article VI.

TABLE IA (SI (3) UmlWded Taoka«a rn Party C*pa«ity (Bbb.)

Atlantic 27.50% 1650,000 BP 2750 1,650,000 Humble 25.00 1,500,000 .Amerada Haas 100 180,000 Home 2.00 120,000 Mobil 8.50 510,000 Phillips . 325 195,000 Union 325 195,000 Totals 100.00% 6,000,000 ;

Page 13 of 105

Within six (6) months after the date on which the Contractor notifies the Parties the con¬ struction of TAPS has commenced, each Party, if any, desiring additaonoi tankage capacity to be constructed as pan of the Initial Design Capacity shall specify by notice to each other Party the terminal tankage capacity in addition to its capacity then set forth in Column (3) of Table LA which It desires to have constructed. IS aggregate additional capacity u nominated equal to not less than One-Half (Vi) the capacity of a Five Hundred Ten Thousand (510.000) barrel capacity tunic, addi¬ tional terminal tankage capacity shall be contmicted at a port of the initial Design Capacity at least equal to such aggregate additional capacity, to the nearest whole Five Hundred Ten Thousand (510,000) barret capacity tank, of additional terminal tankage capacity specified by all Parties noeni- natiag additional capacity. If pursuant to the foregoing more or less additional terminal tankage capacity Is to be constructed than the capacity nominated in the aggregate by all of the Parties desiring additional tankage capacity, the additional terminal tankage capacity to be constructed shall be allocated among such Parties in the proportion that each such Party's additional tankage capacity nomination bears to the total additional tankage capacity nomination of »U such Parties or u such Parties may otherwise agree. In the event of any change in tankage capacity to be constructed as a part of the Initial Design Capacity, the Construction Committee shall cause to be prepared and circu¬ lated to the Parties hereto, and the Parties hereto shall execute a formal amendment to this Agreement revising Columns (2) and (3) of Table I A of this Section 32 crediting to each Party its revised undi¬ vided interest percentage and revised tankage capacity. Columns (1), (2) and/or (3) of Tabic 1A in this Section 3.2 will also be revised to reflect changes resulting from any Expansion of TAPS or the construction of additional tankage capacity for any Party pursuant to Article VI hereof, or changes ©f ownership in TAPS. No Party shall be entitled at any time, without the consent in writing of all other Parties, to have tankage capacity constructed which would result in its ownership of tankage capacity in excess of the aggregate of fifteen ( 15) days storage capacity for its daily System throughput capacity then constructed or under construction plus the capacity of One ( 1 ) Five Hundred Ten Thoutimd (510,000) barrel capacity tank.

3.3 Payment of Costs of Initial Delian Capacity and Terminal Tankage. The total cost of the Zmtial Design Capacity, except terminal tankage, shall be initially paid by the Parties in accordance with their respective Percentages of Ownership in TAP5 appearing in Column (2) of Table 1 in Section 3.1 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 LA in Section 3.2.

3.4 Record Title. All land rights, including but not limited to fee titles, easements, leases. permits, rights-of-way and other Interests In land, required for the design, construction, operation and maintenance of TAPS shall be conveyed to or acquired for the Parties (in all of their names or in the name of one Party as trustee for the benefit of all Parties). All instruments and conveyances evidencing such land rights or the trust instruments relating thereto shall indicate each Party's respective interest therein which interest will be the Party's Percentage of Ownership as it appears in Column (2) of Tabic I in Section 3.1 or its undivided interest percentage in terminal tankage as it appears in Column (2) of Table LA of Section 3.2. as the case mav be. at the time the land right b acquired or conveyed to the Parties. When required or permitted under applicable law. such instruments and conveyances shall be recorded, filed or otherwise made a matter of public record as so required or permitted. The Parties will cooperate to enable each Party to receive such instruments and conveyances is may be necessary to evidence such Party's legal title to or beneficial interest in TAPS ( including all land rights therein) ns reflected by its Percentage of Ownership as It appears in Column (2) of Table I in Section 3.1, or its then undivided interest percentage in terminal tankage os its appears In Column (2) of Table IA of Section 3.2, as the case may be, as amended from time to time pursuant to this Agreement Whenever a Party's Percentage of Ownership or its undivided interest percentage in terminal tankage is reduced by reason of an adiustment as provided in Article VT hereof or by agreement of the Parties hereto so that such Party holds apparent legal title to or a beneficial interest in a greater Percentage of

Page 1 4 ofl 05

Ownenhip in TAPS or greater undivided interest percentage in terminal tankage than is then owned by such Party (except where such Party holds legal tide as trustee for the benefit of the Parties hereto), such Party shall convey tide to portion of its legal or beneficial ownenhip in TAPS ( including all land rights included therein) which exceeds the Percentage of Ownenhip or undivided interest percent¬ age in terminal tankage it is then entitled to own to one or more Parties who by reason of an Expansion then own greater Percentages of Ownenbip or greater undivided interests in terminal tankage than that evidenced by their apparent legal title or beneficial interest.

3*5 Farm of Convey Each Party executing a conveyance as grantor of any interest in TAPS (including an undivided interest in terminal tankage) shall warrant title to the interest conveyed against rUiim by, through or under the grantor, but no further. Each such conveyance shall recite that the interests conveyed thereby are subject to the terms of this Agreement ABTICLE IV OrauTioM AS iNorvmuAi. COMTANIXS 4L Individual Common Carriers. From and after the Date of Commissioning of TAPS, each Pasty, its successors and assigns, shall utilize its undivided interest in TAPS solely as an individual common carrier facility.

42 Tends. Each Party shall separately publish and file tariffs in its own name in accordance with any applicable state and federal laws and regulations covering its share of the capacity In TAPS and shall collect for Its own account all revenues payable by shippers under such tariffs. The Operator ( as defined in Section 5.1) shall not be a sect for any Party in connection with acceptance from shippers of tenders for shipment of petroleum, it being understood that each Pasty, as to its capacity in TAPS. is the carrier.

43. Other Hans of Operation. Nothing in Sections 41 or 42 shall be deemed to prohibit any plan of operation approved by any governmental authority having jurisdiction in accordance with any valid and applicable order, rule, regulation and/or law.

ABTICLE V OrnuTioN AMD MASXTTMANCX 5.1 Operating Agreement. The operation and maintenance of TAPS shall be performed under an operating agreement between the Parties to this Agreement and an operator (“Operator”) selected by the Parties hereto. By the execution and delivery of this Agreement, each Party hereby severally confirms that it intends to execute an agreement (“Operating Agreement”) in such form as shall be unanimously agreed to by the Parties hereto with ALTZSIA PTMUNZ Snmcr COMPANT, a Delaware corporation ( "Alyeska" ) as agent for the operation and maintenance of TAPS.

AH references to Operator in this Agreement shall mean Alyeska so long as the Operating Agree¬ ment and any extensions thereof shall remain in full force and effect or, in the event the Operating Agreement is terminated, the corporation selected as Operator pursuant to Section 5-3 of this Agreement 5.2 Powers Reserved to the Parties. The Operating Agreement shall reserve certain powers and functions to the Parties. All matters required to be approved by the Parties* shall be approved upon the affirmative vote of Three (3) or more Parties having Percentages of Ownership as then appearing in Column (2) of Table I of Section 3.1 which aggregate at least Sixty-six and Two-thirds percent ( 06%%) of the total ownenhip interest in TAPS.

5.3 Selection of a Successor Operator. The Operating Agreement shall provide that the Operator or the Parties to the Operating Agreement may terminate the Operating Agreement subject to the

Page 15 of 105

conditions contained therein. In the event of such termination, a new operator may be selected by Three (3) or more Parties having Percentages of Ownership which aggregate at least Sixty-si* and Two- thirds percent (66%%) of the total ownership interest in TAPS. The Parties selecting the new operator shall execute a written notice which shall be sent to all other Parties not executing such notice. If the person selected as the new operator shall accept this duty, such new operator shall execute and send to each Party hereto an instrument accepting such appointment as Operator under the terms and provisions of the Operating Agreement (including the termination provisions thereof) v and agreeing to discharge the duties of the Operator thereunder from and after the effective date of his appointment as Operator. Such instrument shall be binding upon each Party to the Operating Agreement, and shall have the same effect 2s the several agreements by and between each Party and the new operator to operate and maintain TAPS under the terms and provisions of the Operating Agreement from Bnd after the effective date of the appointment of the new operator as Operator.

If the termination of the Operator is effective upon the expiration of the initial term or any renewal term of the Operating Agreement, the new operator shall serve as Operator for the next succeeding Agreement Term. If the termination shall be effective during the initial term or any renewal term. the new operator shall serve as Operator for the remainder of the current term. In either case, the new operator shall thereafter serve as Operator for each successive term unless and until such new operator shall be terminated sooner as Operator under the termination provisions of the Operating Agreement.

ARTICLE VI EXPANSION 6.1 Total Expansion Capacity. The System will be designed for expansion in accordance with the following plan : (a) Total Expansion Capacity. TAPS will be designed for and may be expanded to approxi¬ mately Two Million ( 2,000,000 ) barrels per day. Accordingly, based on the estimated minimum Initial Design Capacity of Six Hundred Thousand (600,000) barrels per day, the total increase in design capacity (herein called "Total Expansion Capacity") attainable from Expansion is approximately One Million Four Hundred Thousand (1,400,000) barrels per day. (b) Determination of Expansion Stages. It is the intention of the Parties hereto that the design capacity of TAPS will be increased in two economically logical stages ("Expansions").

The first Expansion (“First Expansion") will consist of the construction of three pump stations and of the related storage tanks, terminal facilities, communications system and other required facilities to result in an increase of capacity of approximately Six Hundred Thousand (600,000) 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 (800,000) barrels per day (“Second Expansion Capacity"). (e) Revision of Expansions. If. as a result of a revision of Table II in Subsection (a) of Section 6.2 pursuant to Subsection (b) of Section 6.2 or an adjustment of Table I in Section 3.1 pursuant to Section 0.5 or Subsection (f) of Section 6.6. the Construction Committee shall deter¬ mine that a revision is necessary in the First Expansion Capacity or Second Expansion Capacity, a formal amendment of this Agreement revising Subsection (b) of Section 6.1 shall be executed by the Parties hereto to reflect such revision.

0.2 Expansion Rights of the Parties. The rights of the respective Parties hereto to participate tn Expansions shall be determined in accordance with the following provisions: (a) According to Percentage of Ownership, The right of each Party to share in the Total Expansion Capacity shall be determined by its initial Percentage of Ownership m TAPS as

Page 1 6 ofl 05

niin«J in accordance with Columns (1) nod (2) of Table I in Section 3.1 before toy revision other than a revision to record a transfer of an internet in the system of such Columns is made ('Initial Percentage’), to the end that die total increase in estimated design capacity in barrels \ per day initially available to each Party from all Expansions shall be as shown In Table II, as follows.

TAiLE (SI m Cspacitv (B/PI las.

Atlantic 385,000 BP 385,000 Humble 350,000 Amerada Hess 42,000 Home 28,000 Mobil 119.000 Phillips 45.500 Union 45.500 Total 1,400.000

(b) Revision of Table II. At the time of the review of the Initial Design Capacity required under Section 3.1 the Total Expansion Capacity shall be reviewed by the Construction Com¬ mittee and, if such review indicates that such quantity of Total Expansion Capacity is not accurate, Column (2) of Table II above will be revised by the Construction Committee, in which event the Construction Committee shall then prepare and circulate to the Parties hereto, and the ) - Parties hereto will execute, a formal amendment to this Agreement revising Subsections (a) and (b) of Section 6.1 and revising Table II above to credit to each Party hereto its then Percentage of Ownership of the revised quantity of Total Expansion Capacity. (c) Remaining Expansion Capacity. Except as provided in Subsection (c) of Section 8.6, Table II shall be revised at the tone the First Expansion is initiated pursuant to Subsection (d) of this Section 6-2 bv adding Column ( 3 ) thereto, which shall set forth the remaining increase in design capacity which is available to each Party from the Second Expansion, and the Parties shall execute a formal amendment to this Agreement revising such Table II by adding such Column (3) in which each Party shall be credited with the amount remaining ('Remaining Expansion Capacity") after subtracting the amount of expansion capacity which such Party is to receive in the First Expansion from the amount of the Total Expansion Capacity then credited to such Party in Table II. If any Party shall have a deficit in Column (3) as a result of this revision, the amount of such deficit shall be excess capacity ("Excess Capacity*). (d) Initiation of Expansions. For the purposes of this Article VI, an Expansion shall be deemed to have been initiated at such time as (i) it has been proposed pursuant to Subsection (a) of Section 6.3 hereof, and (ii) one of the following has occurred (x) there has been a sufficient undertaking by one Party or agreement to participate therein by two or more Parties so that the proposal therefor is no longer subject to withdrawal pursuant to the last sentence of Subsection (b) of Section 8.3, or (y) a withdrawn proposal has been reinstated pursuant to Subsection (d) of Section 6.3; provided, however, except as set forth in Section 6.8, the Second Expansion shall not be initiated unless any Excess Capacity resulting from the First Expansion has been eliminated

Page 17 of 105

as provided in Subjection (*) of Section 6.3 and Pasties then having a majority of the Remaining Expansion Capacity agree to the Expansion. The Contractor shall notify all parties of the date on which each Expansion is initiated.

6.3 Commencement of the Construction of an Expansion, (a) Proposal of an Expansion.

Except os otherwise provided In Section 8 6, any Party may propose the First Expansion at any time after the Date of Commissioning of the Initial Design Capacity and the Second Expansion may bo proposed by any Party at any time after the First Expansion has been initiated (but not necessarily commenced or completed) by giving written notice to the other Partita hereto. Within Forty-five (45) days after each such notice is given, each other Party shall notify all other Parties in writing as to whether It desires to participate in the proposed Expansion. Failure to give such notice shall be deemed an election not to participate. In the notifications provided above, each Party ( including the Party pro¬ posing the Expansion) shall state the increase in design capacity, if any, desired by that Party from the particular Expansion. Any such statement that a Party desires to participate in an Expansion

— — shall constitute such Party's agreement to participate therein. In the amount stated in the notification. ( b) Insufficient Participation Apportionment W'lf hdrau al of Proposal. Should the aggregate of the desired increases in design capacity in the above-provided notifications be less than the increase io design Capacity for the proposed stage of Expansion, the remainder of such increase shall be divided among one or more of the Parties as they may mutually agree. However, if all of the remainder is not so taken within seventy-five (75) days from the date the proposal is made, then the entire proposal shall be deemed to be withdrawn as of the end of such 75-day period, subject to reinstatement as pro¬ vided in Subsection (d) of this Section 6,3 — (c) Insufficient Expansion Capacity Apportionment. Should the aggregate of the desired increases in design capacity set forth in the above-provided notifications total more than the increase in design capacity for the proposed stage of Expansion, the increase to design capacity for such Expansion shall be apportioned pro rata among the Parties having the right to and desiring to partici¬ pate therein on the basis of their respective Remaining Expansion Capacities. Notwithstanding the next preceding sentence, however, no Party participating in an Expansion shall be requited to accept more capacity thin its desired increase in design capacity, as set forth in its above-provided notifica¬ tion, And any design capacity made available as a result of the refusal of one or more participants in an Expansion to accept all or any portion of the capacity In excess of the capacity requested in the notification shall be apportioned among the remaining participants who agree to take such available capacity, in proportion to their respective Remaining Expansion Capacities. (d) Reinstatement of Withdrawn Proposal. Whenever any proposal for any Expansion is with¬ drawn pursuant to the last sentence uf Subsection (b) or (c) of this Section 6.3, the Forty who pro¬ posed such Expansion, mny. by giving written notice to the other Parties within thirty ( 30 ) days next following the expiration of the 75-day period described in said Subsection (b) or (c), reinstate such proposil, in which case the Expansion covered by auch proposal shall be deemed to have been initiated.

Such notice of reinstatement shall constitute the agreement of the Party giving same to take that part of the design capacity provided by such Expansion which has not been theretofore taken by -my other party pursuant to Subsections (a), (b) and/or (c). (ei Elimination of Excess Capacity. Except as provided to Subsection (c) of Section 6.6, if any Party ("Excess Party") shall have Excess Capacity upon the completion of the First Expansion. every Party having Remaining Expansion Capacity shall have an option to purchase from the Excess Party all or anv part of such Excess Capacity, up to but not in excess of the amount of the purchasing Party's then existing Remaining Expansion Capacity, by giving written notice to the Excess Party, specifying the amouat of such Excets Capacity which the Party giving the notice ("Purchasing Party*) desires to purchase. Effective as of the first day of the first calendar month which begins after the elapse of thirty (30) days following the giving of such nobce, (i) the Purchasing Party shall become the owner of the amount of such Excess Capacity specified to the Purchasing Party’s said notice;

Page 18 of 105

(U) the Purchasing Party'* Remaining Expansion Capacity shall be reduced by the amount of capacity tbut purchased: (id) the Excess Party's Excess Capacity shall likewise be reduced by such amount thus sold; (iv) the capacity thus purchased shall no longer be considered to be 'Excess Capacity*: and (v) the tabulations appearing in Table I in Section 11 and io Table U of Section 6.2 shall be revised accordingly by a formal amendment hereto executed by all Parties. As consideration for the acquisition of the portion of Excess Capacity so purchased, the Purchasing Party shall pay to the Excel* Party a sum determined by multiplying the original cast of aQ design capacity acquired by the Fwas Party in tach Expansion ( including but not limited to coats incurred by the Excess Party as a mult of redistribution* pursuant to Section 0.4 hereof, and revisions of such redistributions), without any allowance for depreciation, by a fraction, the numerator of which shall be the design capacity thus purchased, and the denominator of which shall be the total design capacity originally acquired by tb* Excess Party in such Expansion, each expressed in barrels per day. Any purchase of design capacity pursuant to this Subsection (e) shall not be subject to the preferential option to purchase set forth in Section 7.2. The option provided for in this Subsection (e) may be exercised at any time and from time to time by any Party or Parties having such option, until all of the Excess Capacity has been purchased in one or more purchases by one or more Parties having the option. If two or more Parties desire to exercise such option to purchase Excess Capacity and the total capacity desired to be purchased by such Parties exceeds the amount of Excess Capacity then remaining available for purchase under the provisions of tins Subsection, the right of each Party who has elected to purchase all or any portion of the Excess Capacity available for purchase (hall be determined by the order in which said notice* of exercise of option have been given, as determined by postmarks tad/ os by telegraph company records, with the notice which has been given first in time to have priority over the subsequent notices. (f) Construction of Expansion, When an Expansion has been initiated, the Parties shall proceed to have such Expansion accomplished pursuant to the provisions of Article II. (g) Adjustment of Percentages of Ownership. Whtu the new facilities are completed, tested and substantially ready for operation, the Contractor shall notify all Parties of the date on which operation of such facilities will commence ("Date of Completion’) which in no event shall be prior to the Date of Commissioning. Except as provided In Section 00, the design capacity of each Party shall I - be adflated on the Date of Completion to reflect the design capacity (if any) acquired by each Party in the Expansion; and the Percentages of Ownership of the Parties shall be revised so that the Percent¬ age of Ownership of each Party after the Expansion will be the same as the percentage which it owns of the deiign capacity of the System after the Expansion. The tabulations set forth in Table I in Sec¬ tion 3.1 shall be revised accordingly by a formal amendment to this Agreement which shall be effective as of the Date of Completion of the Expansion to which the revision relates.

6.4 Distribution ai Costs hi Krpamion. Except as otherwise provided In Subsections (d), (•) and (f) of Section 6.6, costs shall be distributed among the Parties as follows: (a) Initial Payment of Cost of New Facilities. The total cost of the new facilities (includ¬ ing, but not limited to, any related costs that may be incurred in rearranging existing facilities) required for any Expansion shall be initially paid by the Parties acquiring Increases in design capacity or terminal tankage capacity os a result of the Expansion. Such total cost shall be distributed among said Parties pro rata in accordance with the distribution of the increase in design capacity or terminal tankage capacity among them. (b) Redistribution of Expansion and Pre-Expansion Costs. Effective as of the Date of Completion of on Expansion, said total cost of the new facilities (including but not limited to any related oosti that may be incurred in rearranging existing facilities) other than terminal n nVag* shall be redistributed among all Parties in accordance with the Percentages of Ownership as they appear in Table I of Section 3.1 after the ad(uatmeot pursuant to Subsection (g) of Section 0.3, Simultaneously, the cost of all pre-expansion facilities shall be similarly redistributed, and a

Page 19 of 105

settlement among all the Parties with respect to all facilities shall be made. Said cost of all pro- expansion facilities to be redistributed shall be determined from the accounts of the Parties ( main¬ tained by the Contractor in accordance with the F.C.C. Uniform System of Accounts) on (lie basis Of (i) the accumulated investment in "carrier property’" under the I.C.C. Uniform System of Accounts less retirements, and before provisions for depreciation and amortization and (ii) other costs and expenses paid or incurred, incident to the planning, development, design and construc¬ tion of TAPS by all Parties as provided in the nest succeeding paragraph of this Subsection (b).

There shall be included in investment in 'earner property" for the purpose of the above redistri¬ butions. as interest during construction for each month preceding the commencement of con¬ struction of the Initial Design Capacity and during the period of construction of the Initial Design Capacity and each Expansion interest on the accumulated balance (exclusive of interest included therein pursuant to this sentence) of investment in the "carrier property* under con¬ struction as of the end of the preceding month, calculated at an annual rate equivalent to 125% of the ben rate of interest of the First National City Bank of New York, New York on ninety-day loans to substantial 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 Each Party shall, within six months after the Date of this Agreement, submit to the Con¬ struction Committee an accounting setting forth the amount of all of the above described other costs and expenses paid Or incurred by it to the Date of this Agreement for which it has not been reimbursed. All such costs and expenses which have previously been approved pursuant to prior agreements of the Parties or which the Construction Committee may approve shall be included in the accounts maintained by the Contractor. As of the time any redistribution of costs is made pursuant to this Section 6.4. the term ‘cost of all pre-expansion facilities* means (I) the cost of all facilities which are a part of the Initial Design Capacity, plus (Si) the cost of the First Expansion in the case of the Second Expansion. (c ) Redistribution of Terminal Tankage Costs. Effective as of the Date of Completion of an Expansion, the cost of all terminal tankage, including interest during construction calculated at provided in Subsection (b) of this Section 6.4. shall be redistributed so that each Party pays the portion of the total cost of all terminal tankage capacity equivalent to its then undivided interest in the total terminal tankage act forth in Table 1A in Section 3 2.

( d) Payment. Except as otherwise provided In Section 6.6, the amounts due upon any redis¬ tribution shall be payable within thirty (30) days after the date the Contractor shall notify the Parties of such amounts and shall bear interest from the Date of Completion of the Expansion until the day payment is made at a rate equal to 125% of the best rate of interest of the Fust National City Bank of 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 date of announcement of such change of said Bank; provided that if such rate of interest shall be unlawful under applicable law, then it shall be reduced to the highest lawful rate.

8,5 Review and Adjustment (a) Review and Adjustment. Except as provided la Subsection (f) of Section 6.8. the design capacities then appearing in Column (3) of Table I in Sectioo 31 will be reviewed within six (6) months after the construction of any Expansion has been completed and, if necessary, adjusted by the Construction Committee to reflect experience with operations of TAPS as then expanded. Such tabulations will be revised and a formal amendment hereto will be prepared by the Construction Committee and executed by the Parties hereto to reflect changes, If any, which shall be effective as of the Date of Completion of the Expansion to which such changes relate. If such adjustment is necessary, then Columns (2) and (3) of Table I in Section 3.1 and Column (3) of Table II in Subsection (a) of Section 62 shall be revised so that the Percentages of Ownership and Remaining Expansion Capacity available to each Party are adjusted to reflect the revision of the

Page 20 of 105

design capacity- of TAPS, u then expanded. At mch time, than shall be a further review of the redistribution made pursuant to Section 0.4 and further redistribution shell be made, if nccessarv, to put the Parties in the position they would have been in had the formal amendment executed pur¬ suant to this Section 3.5 been executed prior to the time the redistribution pursuant to Section 6.4 was made. Any further redistribution payments shall be made and shall bear iuterMt as provided in the provision of this Article VI governing the Expansion to which such further redistribution relates. (b) Protection of Design Capacity. In the event a reduction in design capacity is required pur¬ suant to Subsection (a), no Party shall be deprived of any design capacity owned by It prior to the initiation of the Expansion. Any reduction shall be borne solely by the Parties participating m the Expansion in the same proportions that they acquired design capacity in the Expansion.

0.6 Expansion Prior to Data of Commissioning, Subject to the terms and conditions hereinafter provided, any Party may propose that the First Expansion be initiated prior to the Date of Commis¬ sioning of Use Initial Design Capacity. If the Fint Expaxssion is to initiated, then the post expansion Percentage of Ownership (Tost Expansion Percentage*) shall be computed for each Party, which shall be the percentage which the sum of the design capacity set forth next to such Party's name in Column (3) of Table 1 in Section 3.1 and the design capacity which it has agreed to acquire so the Fint Expansion is of the sum of the Initial Design Capacity and the First Expansion Capacity.

Any Party whose Port Expansion Percentage exceeds its Initial Percentage is hereinafter referred to aa an Increasing Party* and the amount by which its Post Expansion Percentage exceeds its Initial Percentage is hereto referred to aa it* ‘Allocation Factor*. If there is more than ona Increasing Party, the ratio of each Increasing Party's Allocation Factor to the sum of all Increasing Parties' Allocation Factors is herein culled itx ‘Allocation Ratio". (o) Election by Certain Parties. Any Party whose Initial Percentage exceeds its Post Expansion Percentage shall elect either : (i) to reduce its Initial Percentage in the System to its Past Expansion Percentage. (This election is herein referred to as a “Settlement* and a Party electing Settlement is a ‘Reducing P*ty);or (11) to retain an option to purchase an amount of First Expansion Capacity equal to the difference between the design capacity, if any, it initially agrees to acquire in the First Expansion and an amount of design capacity not to exceed to its Initial Percentage of First Expansion Capacity, which option may be exercised in whole or in part at any time, but only once, on or prior to the Thirtieth (30th) day after the Date of Completion of the Expansion. (TTiis election is herein referred to as ‘Completion Option" and any Party electing the Completion Option is herr in referred to as an ‘Option Party". ) Each Party not electing to acquire at least its Initial Percentage of the First Expansion Capacity shall specify in Its notice pursuant to Subsection (a) of Section 0.3 which of the above options it shall elect and failure to so specify shall be deemed an election of Settlement (b) Settlement The Percentage of Ownership and the design capacity of each Reducing Party shall be reduced to Us Post Expansion Percentage of the Initial Design Capacity ia Columns (2) and (3) of Table I in Section 3.L The Percentage of Ownership and design capacity of each Reducing Party in excess of its Post Expansion Percentage shall be acquired by the Increasing Parties m the proportions determined by their respective Allocation Ratio*. A formal amendment of this Agreement shall be executed by the Parties to reflect the foregoing revisions in Columns (2) and (3) of Table I in Section 3.1 effective as of the date the Expansion is initiated. Each Reducing Party shall be paid ao amount determined by multiplying the total amount of costs which would be includable in a redistribution pursuant to Subsection (b) of Section 6.4, as then appears in the account of the Reducing Party maintained by the Contractor on the date the Expansion is initiated, by a fraction, the numerator of which shall be the Reducing Party's Initial Percentage minus its Post Expansion

Page 21 of 105

Percentage and the denominator of which shall be its Initial Percentage. This amount shall be paid by the Increasing Parties in the proportions determined by their respective Allocation Ratios, and suck amounts shall be payable within the time period specified in end shell bear interest from the effective date of a redistribution until the day payment is made at the rate specified in Subsection { d) of Section 6.4. (c) Remaining Expansion Capacity. Table II in Subsection (a) of Section 6.2 shall be revised by a formal amendment hereto by adding a Column (3A) in which each Party will be credited with Remaining Expansion Capacity in the Second Expansion equal to its Percentage of Ownership, after any adjustment pursuant to Subsection (b). No Parti' shall be deemed to have Excess Capacity' pursuant to Subsection (b) of Section 6.2 after the First Expansion is initiated pursuant to this Section 6 8 ( d ) Payment of Cotit. The Parties will execute a formal amendment of the Contract to provide that all costs, other than costs for which settlement has been provided for in Subsection (b). charged or to he charged to the undivided interest accounts of the Parties by the Contractor shall be charged as follows: (f) Costs incuned or to be Incurred to complete the Initial Design Capacity shall be charged to the Parties In proportion to then Percentages of Ownership, after the amendment provided in Subsection ( b) of this Section 66. and (ii) The costs of the First Expansion shall be charged to the accounts of the Parties in pro* portion to their Post Expansion Percentages. (e) Exercise of Completion Option. Any Option Party may exercise its Completion Option by notice in writing to each Increasing Party which notice shall specify: (i) the amount of design capacity which such Option Party is electing to acquire; or (ii) that it is electing not to acquire any design capacity pursuant to the Completion Option.

Any party failing to exercise its Completion Option on or prior to the expiration date specified in Subsection (a)(ii) of this Section 6.6 shall be deemed to have elected not to acquire any additional design capacitv pursuant to its Completion Option. Any design capacity acquired by any Party exer¬ cising its Completion Option shall be acquired from ail Increasing Parties in the proportions deter¬ mined by their respective Allocation Ratios.

Each Option Party exercising its Completion Option prior to the Date of Completion of the First Expansion shall be deemed to be the Owner of such design capacity for purposes of utilizing such capacity as a common comer from and after the Date of Completion. Any Option Party' exercising its Completion Option after the Detc of Completion shall become the Owner of any design capacity it elects to acquire upon the first day of the first calendar month which begins after the elapse of 30 days following the day the Completion Option is exercised. A formal amendment of this Agreement shall be executed by the Parties to reflect the foregoing changes In Percentages of Ownership and design capacities in Table I In Section 31 effective rs of the Date of Completion of the Expansion. Effective as of the same date, a redistribution of costs determined as provided in and including interest during construction calculated as provided tn Subsection (b) of Section 6.4 shall be made between the Parties retaining a Completion Option and all Increasing Parties. The amounts due upon distributions under Subsection 6.6(e) shall lie payable within the time specified in and shall bear interest from the effective date of the redistribution until the day payment is made at the rate specified in Subsection (d) of Section 8.4; provided, however, that any Party obligated to make any such payment may elect to defer payment for a period of time, if any. of up to six (6 ) months after the date of die exercise of the Completion Option to which such paymeot relates. (f) Reciew of Capacity The Construction Committee shall review and adjust the design capaci¬ ties appearing in Column (3) of Table I In Section 3.1 not earlier than nine (9) months and sot later than nine (9) months and one (1) day after the Date of Completion of the First Expansion which re¬ view and adjustment, if any, will be in substitution for the reviews required pursuant to Sections 3.1

Page 22 of 105

tad 65. If on adjustment is required, each Party will be entitled to tbe Percentage of Ownership then appearing opposite Its name in Cokaxm (2) of Table I in Section 3.1 of tbe revised capacity of tbe System, as expanded; provided, however, that no Party shall obtain tesa capacity then tbe amount ) appearing in Column (3) of Table I in Section 3.1 after tbe adjustment, if any, pursuant to Subsection (b) of this Section 6.6. Any defeat in capacity causing tbe above proviso to be elective shall be borne by tbe Parties acquiring tbe Expansion Capacity in tbe proportion in which they have acquired such Expansion Capacity, determined after tbe exercise of the Completion Option. A formal amendment to Ibis Agreement will be prepared by the Construction Committor and executed by the Parties hereto to redact the revision of tbe design capacities. (g) Second Expansion. Any Party may propose the Second Expansion at any time after the period for review and adjustment of design capacity required in Subjection (f) has elapsed. Any Party not agreeing to acquire its entire Remaining Expansion Capacity at die date the Second Expan¬ sion is initiated may elect to retain the right to acquire up to the amount of its Remaining Expansion Capacity (after the revision of Column (3A) in Table II has been made to reflect the acquisition of design capacity in the Second Expansion by all Parties participating therein) at any time during the two yuan following the Date of Completion of the Second Expansion. This right is hereafter referred to as the 'Final Option'. Any Party electing tbe Final Option shall so specify in its notification for the Second Expansion pursuant to tbe procedures provided in Subsection (a) of Section 6.3. The adjustment of Percentages of Ownership pursuant to Subsection (g) of Section 6.3, tbe redistribution of costs pursuant to Section 6.4, and tbe review and adjustment, if necessary, pursuant to Section Go shall be made as specified in said Sections as if tbe Final Option did not exist, except that no Party electing tbe Final Option shall be entitled to a redistribution of costs until its final Option has been exercised, has been waived or has expired. Tbe Final Option shall be exercised or waived by notice in writing to each of tbe Parties whose amount of design capacity acquired in the Second Expansion exceeds its Remaining Expansion Capacity as provided in Subsection (c) of this Section 6.6. The amount of such excess u berrsnafter referred to os Final Option Capacity (*Fiaal Option Capacity’) which shall be represented as a deficit in Column (3A) of Table II. Each Final Option notice shall specify: (1) the amount of design capacity such Party is electing to acquire; or (ii) that the exercising Party has elected to waive the right to acquire any design capacity pursuant to the Final Option.

I — Upon termination of the two year exercise period, any Party electing but not exercising the Final Option shall be deemed to have waived its right to acquire any additional design capacity.

Any design capacity acquired by any Party exercising its Final Option shall be obtained from all Parties then having Final Option Capacity in the proportions which each ruch Party’s Final Option Capacity bean to the total Final Option Capacity of all Parties then having Final Option Capacity.

Any Party mcresung its Final Option shall become the Owner of any design capacity it elects to acquire as of the first day of tlie first calendar month which begins after the elapse of thirty (30) days following the day the Final Option is exercised. A formal amendment to reflect the changes In Percentages of Ownership and design capacities In Table I in Section 3.1 and changes ui Remaining Expansion Capacities and Final Option Capacities in Column (3A) of Table 11 shall be executed by all Parties which shall be effective as of the date the Final Option is exercised or expires. Effective at of the same date, a redistribution of costs determined as provided in, and including interest during construction calculated as provided in. Subtectioo (b) of Section 6.4 shall be made between the Party exercising its Final Option and all Parties from which Final Option Capacity' was so acquired, u if tbe Percentage of Ownership appearing opposite the names of the Parties in Column (2) of Table I, as amended pursuant to this Subsection, had been owned by them at the time of the redistribution upon completion of the Second Expansion. Payment of the amounts due upon distri¬ butions under this Subsection (g) of this Section 66 shall be payable within the time specified in and shad bear interest from tbe effective date of tbe redistribution until the day payment is made at the rate

Page 23 of 105

specified in Subsection (d) of Section 8.4; provided that any Party obligated to make any such payment may elect to defer payment for a period of time of up to six months after the date of the axerdsa of the Final Option to which such payment relates.

8.7 Additional Terminal Tankage, (a) Upon Expansion, Within three (3) months after notice to the Parties that an Expansion has been initiated, each Party shall specify by notice to each other Party the terminal tankage capacity, if any. tn addition to its capacity then set forth in Column (3) of Table IA. after any change therein pursuant to Section 3.2, which it desires to have constructed as a part of the E.vpanslon subject to the tankage capacity ownership limitation set forth in Section 3.2.

If additional capacity is nominated equal to not less than one- half (H) the capacity of a Five Hundred Ten Thousand (310,000) barrel capacity tank, additional terminal tankage capacity shall be con¬ structed os a part of the Expansion equalling the aggregate amount, to the nearest whole Five Hundred Ten Thousand (310,000) barrel capacity tank, of additional terminal tankage capacity specified by all Parties nominating additional capacity. If pursuant to the foregoing more or less additional terminal tankage capacity is to be constructed than the capacity nominated in the aggregate by all of the Parties desiring additional tankage capacity, the additional terminal tankage capacity to be constructed shall be allocated among such Parties in the ratio that each such Party's additional tankage capacity nomination bean to the total additional tankage capacity nomination of all such Parties or as such Parties may agree. (b) At Election of Parties. Subject to the tankage capacity ownership limitation set forth in Section 3 2, any Party or Parties may at any time cause to be constructed additional tankage capacity of not less than the capacity of one or more Five Hundred Ten Thousand (510.000) barrel capacity tanks by giving written notice to each other Party and the Contractor. Such notice shall constitute the undertaking of such Parry or Parties to bear the cost of constructing such additional tankage capacity which the Contractor shall cause to be constructed for the account of such Party or Parties subject to the provisions of Subsection (d) of this Section 6.7. (c) Revision of Terminal Tankage Ownership, la the event of any change its total tankage rapacity as a result of the construction of additional tankage capacity pursuant to this Section 6.7, the Construction Committee shall, upon die completion of such additional tankage, cause to be pre¬ pared and circulated to the Parties hereto, and the Parties hereto shall execute, a formal amendment to this Agreement revising Columns (2) and (3) of Table IA in Section 3.2 crediting to each Party its revised ownership percentage of and revised quantity of tankage capacity. ( d ) Terminal Tankage Costs. The cost of additional terminal tankage constructed os a part of any Expansion or constructed pursuant to the provisions of Subsection (b) of this Section 6.7 shall be borne during construction by the Parties participating in the construction of additional tankage in the proportion that each such Party's additional tankage capacity to be constructed bears to the total tankage capacity to be constructed for all such Parties. The cost of terminal tankage shall be redistributed upon the completion of each Expansion as provided in Subsection (c) of Section 6.4. and the cost of any additional tankage constructed at the election of one or more of the Parties shall be redistributed after completion as provided m Subsection (c) of Section 6.4 upon any subsequent redistribution of terminal tankage costs thereunder. (e) Options Sot Applicable. The Excess Capacity Option under Subsection (e) of Section 6L3, the Completion Option under Subsection ( a ) of Section 6.6, and the Final Option under Subsection (g) of Section 6.6 shall not include the nght to acquire any terminal tankage capacity from any Party.

ARTICLE VO TaA-vinn or IMTZHUTS CM TAPS 7.1 Definitions. Wherever the following terms are used in this Article VII they shall have the meanings assigned to them tn this Section 7.1.

Page 24 of 105

(a) 'Affiliate' of any corporation means (i) a company (herein sometimes called 'Sub¬ sidiary*) of which all of the outstanding capital stock is owned directly or indirectly by such corporation, (ii) a company (herein sometimes called "Parent Corporation') which owns directly or indirectly all of the outstanding capital stock of such corporation, (ill) a company of which all of the outstanding capital stock Is owned direcdy or indirectly by a Parent Corporation of such corporation, or ( !v) in the case of BP. any company of which all of the outstanding capital stock is owned directly or indirectly by The British Petroleum Company Limited and/or The Standard Oil Company (Ohio). (b) “Enabling Agreement" means the agreement attached hereto is Exhibit C and any other similar agreement executed on behalf of persons hereafter becoming Parties to this Agreement. (e) 'Enabling Parti/’ means any person executing an Enabling Agreement. (d) 'Equity Security' means any stock or similar security, certificate of Interest or the participation in any profit sharing agreement, preorganizatloa certificate or subscription, trans¬ ferable share, voting trust certificate or certificate of deposit for an equity security, or certificate of interest in a business trust; or any band or dabeature or other security convertible, with or without consideration. Into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right. (e) 'New Corporation' means any corporation of the types described in Subsections 7,3(d)(i) and (11). (f) “OWNER’ means any Party to this Agreement owning an undivided interest in TAPS. (g) ’Shareholder’ means any OWNER who transfers Us undivided interest in TAi a New Corporation of the type described In Subsection 7.3(d)(1) and its successors and assigns. (h) "Throughput Agreement' means any throughput agreement or other covenant or under¬ taking by any Affiliate of an OWNER or by any Shareholder or any Affiliate of a Shareholder or I ~~ by any shareholder or any Affiliate of a shareholder of a New Corporation of the type described in Subsection 7-3(d)(ii) for the purpose of aiding the financing of an Interest in the System, or any assignment thereof.

72 Preferential Right to Purchase. Except as otherwise expressly provided in Sections 72 and 7.4: (a) Tranefer of a Direct Interest in TAPS. An OWNER may sell, transfer or otherwise dispose of all or any part cf its undivided interest in TAPS but only by a sale for cash and only after offering such interest to all other OWNERS who are 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, prospective 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) day* after the giving of said notice to elect to purchase such interest upon the same term*, 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 the right to complete said sale in accordance with said offer within sixty (60) day* after the expiration of said 45-day period; provided, that, if the OWNER desiring to sell fails so to complete raid rale 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 who desired to tell shall not complete said sale unless and until said offer again has been presented to the other

Page 25 of105

OWNERS, as hereinabove provided, and the said other OWNERS again have failed to elect to purchase on the same terms and conditions of said offer. If more than one OWNER desires to |oin 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. (b) Indirect Transfers of an Interest In TAPS. The foregoing shall also apply to (i) any sale, transfer or other disposition of any Equity Security Issued fay 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 entitled to exercise a preferential right to acquire the undivided Interest in the System represented by such Equity Securities pursuant to Section 7.0; 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 subsidiaries of such New Corporation) shall have the preferential right described in clause (i) above, and (b) every non-selling bolder 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 Corporation ( whether or not such New Corporation is an OWNER) shall be determined by multiplying the undivided interest in the System owned by such 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.

7-3 Transfer not Subject to a Preferential Right to Purchase. The following transactions shall not be subject to the preferential right to purchase granted in Section 7-2: (a) Merger, Consolidation or Reorganisation. Any merger, consolidation or reorganization between an OWNER or holder of Equity Securities issued by a New Corporation, or the Parent Corporation of either ( "Merging Party"), and one or more of Us Affiliates or third parties; provided that the preferential right shall apply to any merger, consolidation or reorganizatiun with a third party if the Merging Party (either independently or together with any Affiliates who are also parties to such merger, consolidation or reorganization ) does not have assets, other then its interest, directly or indirectly, in the assets of TAPS at least equal in value to such interest in the assets of TAPS. (b) Sale of Asset]. A sale, transfer, or other disposition by an OWNER or holder of Equity Securities issued by a New Corporation, or the Parent Corporation of either ("Selling Party*), of all or substantially all of its assets; provided that the preferential right shall apply if the Selling Party (either independently or together with any Affiliates who are also selling, transferring or otherwise disposing of all or substantially all of their assets to the same transferee or an Affiliate of the same transferee) does not have assets other than its interest, directly or indirectly in the assets of TAPS at least equal in value to such interest in the assets of TAPS. ( C ) Transfers to on Affiliate (i) Undivided Interest in TAPS. The sale, transfer or other disposition to an Affiliate of all or any part of an OWNER'S undivided interest in TAPS. (ii) Equity Securities. The sale, transfer or other disposition of any Equity Security issued by an OWNER by or from a Shareholder or other holder of such Equity Security to an Affiliate or a trustee or trustees of a retirement plan of such Shareholder or of such other holder or of an .Affiliate of such Shareholder or other holder ( the ownership by such trustee Or trustees not to exceed twenty percent (20%) of all Equity Securities issued by an OWNER). ( d ) Formation of a New Corporation. (i) New Corporation os OWNER. The transfer by two or more OWNERS of their entire respective undivided interests to TAPS to a New Corporation, aD of the Equity

Page 26 of 1 05

Seaxriftw of which are owned or will be owned after such transfer, by such transferors, tUr Affiliate* and/or the trustee or trustees of such transferors or their Affiliates' retirement plan (the ownership by such trustee or trustees not to exceed twenty percent (20%) of the Equity Securities issued by such New Corporation) ; provided that the ownership In the i aggregate oi each clear of Equity Securities of such New Corporation by each such trans¬ feror (end Its Affiliate s and/or the trustee or trustees of its or its Affiliate's retirement plan) *K«n bo proportionate to the undivided interest In the System transferred to such New Corporation by such transferor relative to the undivided interest in the System transferred to such New Corporation by the other transferors. (ii) New Corporation ownt Equity Securities of OWNERS. The transfer of the Equity Securities of two or mare OWNERS by their Parent Corporations to a New Corporation, all of the Equity Securities of which are owned or will be owned after such transfer, by said Parent Corporations (and/or their Affiliates): provided that the ownership of the Equity Securities of such New Corporation by each Parent Corporation (and/or its Affiliates) shall be proportionate to the undivided interest in TAPS represented by the Equity Securities of the OWNER tmufamd to such New Corporation by such Parent Corporation relative to the undivided interest in TAPS represented by the Equity Securities of the other OWNERS transferred to such New Corporation by the other Parent Corporations. (e) Dissolution or Liquidation of a New Corporation. (I) New Corporation it OWNER. The transfer by a New Corporation of the type de¬ scribed in Subdivision 7 3(d)(1) to its Shareholders, in proportion to their respective Equity Security interests in such New Corporation, of die entire undivided interest in TAPS of such New Corporation in complete liquidation or dissolution thereof. (U) Nau> 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

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

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.

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

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 <n Lira of Acceptance of Net Salvage Value. Any Party desiring to discontinue operations may, in lieu of accepting payment on the basis of Net Salvage Value as provided above, reaarve the right for a period of six months after the expiration of tha Agreement Term in which it elected to discontinue operations to negotiate for a sola of Its entire interest in TAPS ( subject to the option of die Parties desiring to continue operations to purchase same in accord¬ ance with Section 7.2) by so specifying in writing (i) at the time of giving its Negative Term Notice as before provided, or (ii) by notice to the Operator and all Parties hereto within tec days (10) after the Net Salvage Value is determined. If thereafter such Party is not successful

Page 31 of 105

in effecting a tale within the six man tinbefore described, such Party shell then be obligated to accept payment for its interest in TAPS upon the basis of Net Salvage Value as before provided. less the portion of maintenance, repair and replacement expenses corresponding to jucb Party's Percentage of Ownership in TAPS incurred between the date of expiration of the applicable Agreement Term and the end of the six months or the earlier date when decision may be made to accept payment on the basis of Net Salvage Value; and such Party shall then be further obligated to convey its interest in TAPS to the Parties desiring to continue operations hereunder. as before provided. If such Party is successful in effecting a sale, then upon the effective date thereof the purchaser shall become entitled to utilize the capacity tn TAPS representing tbo Interest purchased, shall pay the portion of capital expenditures and maintenance, tepair and replacement expenses incurred between the date of expiration of the applicable Agreement Term and the effective date of purchase corresponding to the interest acquired, and shall become obligated as of such effective date to pay die portion of all expenses, costs and liabilities there¬ after incurred in operating, maintaining, repairing, and providing replacements and additions to TAPS corresponding to the interest acquired, and shall be bound to all the obligations and shall have ail the rights under this Agreement of the Party from whom the interest was purchased.

8-3 Disposition of Properties Upon Termination of Agreement. Upon termination of this Agree¬ ment TAPS shall be either continued in operation by the Parties under a new agreement, sold in place for continued operation or salvage by others, or salvaged by the Partin as they may agree unanimously.

If they cannot so agree, TAPS shall be purged of all petroleum with each Party accepting its portion of the line ftQ, tank working stocks and tank bottoms, and all TAPS properties (including transferable In¬ terests In land, materials, equipment and all other items of value ) shall be salvaged as necessary and divided between the Parties in accordance with their respective Percentages of Ownership, or shall be sold at public or private sale, as the Parties may agree, with proper division between the Parties of the proceeds of such sale. Each Party shall bear that share of the cost of salvaging and disposing of material and cleaning up the premises which is equal to its Percentage of Ownership. Any agree¬ ment to sell the facilities in place, as provided heretofore, shall include and he subject to a prefer¬ ential option for each Party to purchase the properties by meeting the highest price offered therefor. and if more than one Pasty chooses to exercise such option, each shall be entitled tn do so tn the proportion that its Percentage of Ownership in TAPS bean to the total Percentages of Ownership in TAPS of all those desiring to exercise the option. Also if salvage and disposition of the properties between the Parties, as provided heretofore. Is necessary because of inability of the Parties to agree unanimously upon any other course of action, each Party shall have a preferential option, before any salvage is begun, to purchase the properties at the salable value of the transferable interests in land plus the net salvage value of the material, equipment and other items of value (herein called “Salable Value”), such Salable Value to be determined by agreement of the Parties or by arbitration, using the procedure set forth in Section 11.1 hereof; and if more than one Party chooses to exercise such option, each shall be entitled to do so in the proportion that its respective Percentage of Ownership bears to the total Percentages of Ownership of all Parties desiring to exercise the option.

ARTICLE IX Fcnoui. INCOME TAX ELECTION 9.1 Election to be Excluded from Partnership Regulations. Each Party hereto hereby elects that it and the operations covered by this Agreement be excluded from the application of Suhchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of 1954. as permitted and authorized by Section 761 of such Coda and the regulations promulgated thereunder or similar laws and regulations hereinafter enacted or promulgated. The Parties hereby agree to execute such evidence of the election as may be required by regulations issued under said Subchapter L Should the regulations require each Pasty to execute additional evidences, each Party agrees to execute or Join in the execution

Page 32 of 105

thereof. The election hereby made and the other provisions of thb Section shall apply in like manner bo 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 the election, each of the Parties I represents that the income derived fay such Party from the operations under this Agreement can be adequately determined without the computation of partnership taxable income.

ARTICLE X PATMXNT or COSTS AND Exnxsxi 10.1 Payment oi Coats and Expenses. The Parties hereto agree that all costs and expenses incurred in the construction of TAPS, including costs and expenses as incurred prior to the Date of this Agreement ( except any interest and other expenses related to the assignment of interests in TAPS between the Parties) which would have been properly chargeable to the Parties If incurred by the Contractor under the Contract, shall be paid by the Parties with each Party hereby agreeing to pay the portion of all such costs and expenses equal to its Initial Percentage. Each Party hereby agrees that it shall pay or provide for the payment of all costs and expenses properly chargeable to it under and in accordance with the Contract and the Operating Agreement and under this Agreement

ARTICLE XI AnmuTioN 11.1 Arbitration Procedure. The procedure aet forth in this Section 1L1 shall apply whenever a determination of any of the following two matters is to be made by arbitration pursuant to the respective provisions of this Agreement shown below, in which event the Parties shall select two arbitrators in accordance with "(a)* or “(b)" below, whichever is applicable: (a) A determination of Net Salvage Value pursuant to Subsection (d) of Section 3.2, in which event within ten (10) days after it has been determined that the Parties cannot mutually agree upon the Net Salvage Value, the Party or Parties desiring to discontinue operations shall select one arbitrator and the Parties desiring to continue operations hereunder shall select another arbitrator, (b) A determination of Salable Value pursuant to Section 8.3, in which event within ten (10) days after it has been determined that the Parties cannot mutually agree upon the Salable Value, the Party or Parties desiring to exercise the option provided for in said Section 8.3 shall select one arbitrator, and the other Party or Parties hereto shall select another arbitrator.

The two arbitrators thus selected in accordance with subsections (a) or (b) hereof, as the case may be, shall select a third arbitrator. If any such group shall fail to choose an arbitrator within the time required heretofore or if the arbitrators chosen cannot agree upon the choice of a third arbitrator within thirty (30) days after the last one is named, then such arbitrator or arbitrators shall be appointed by the person who is then the Chief Judge of the United States District Court for the Southern District of Texas. It shall be the duty of foe arbitrators promptly to arrive at a decision as to Net Salvage Value or Salable Value, as the case may be, and foe decision of any two of said arbitrators in writing shall be binding upon all Parties hereto. The cost of foe arbitration shall be borne by all foe Parties according to their Percentages of Ownership in TAPS. A majority of foe arbitrators may determine the place or places at which will be held any hearing in connection with foe arbitration. Each Party hereto shall be given reasonable advance notioe of foe time and place of any such hearing. Each side shall have foe right to be heard and to be represented by counsel at any such hearing, and it shall not be necessary to observe foe rules of evidence which are applicable to an action in a court at law.

Page 33 of105

ARTICLE XII TCCKNICAL INTORMATON, Lwevnows AXD FATEFCTJ 12.1 Technical Information. Each Party shall have access to all technical information received by the Contractor, or resulting from, or utilized in the design, construction or operation of the System ( Technical Information* ) (a) Each Party shall own an undivided interest equivalent to its Percentage of Ownership In the System in all Technical Information, the cost of which is includable for the purposes of a redistribution pursuant to Subsection (b) of Section 6.4. and shall have the right to use and dispose of said Technical Information in any manner it, in its sole discretion, deems appropriate, (b) With regard to all other Technical Information (i.e. Technical Information not within the scope of Subsection (a) of this Section 12.1), each Party shall have: (1) the right to use said other Technical Information in its operations; (2) the right to disclose said other Technical Information to its Associated Companies for use by them in their operations; and, (3) the right to disclose said other Technical Information to third parties who ate par¬ ticipants in a joint operation with such Party or Its Associated Companies for use in such operation; provided, however, that as to any such other Technical Information as is the proprietary Technical Information of one of said Parties and/or its Associated Companies and is clearly designated as proprietary, the other Parties each agree: (i) to exercise the same degree of care in maintaining said proprietary Technical Infor¬ mation confidential as it exercises with regard to its own proprietary technical information; (ii) to disclose said proprietary Technical Information referred to in this proviso only to those of its Associated Companies which are obligated to exorcise the aforesaid degree of care; and, (iii) to disclose said proprietary Technical Information referred to in this proviso only to third parties who are participants in a joint operation with said Party or its Associated Com¬ panies and who arc obligated to exercise the aforesaid degree of care: I Nothing in this Section 12.1 shall grant or convey or be deemed to grant or convey any right whatso¬ ever under any patent 12.2 Patent Infringement With reference to. but only with reference to, operations conducted L pursuant to this Agreement each Party agrees to hold each other Parti/ free and harmless from any and all claims of patent infringement which are based on any patents owned or controlled by it or any of its Associated Companies and which are based upon inventions made prior to or during the period l that it is a Party to this agreement.

12.3 Inventions by Third Parties. Each Party agrees that any patent or patent application cover¬ ing an invention or discovery which arises nut of any separate research or development program car¬ L ried out for the Parties by the Contractor or by a third party for the development of equipment facili¬ ties, or techniques needed in the System shall belong jointly to the Parties and each of said Parties shall have an undivided interest in each such patent and patent application equivalent to each Party’s Percentage of Ownership in the System The ownership interests in patent rights acquired under this L Section 12.3 by any Party which ceases to be a Party shall pass to such Party's transferee, as pro¬ vided in Article VII of this Agreement; provided, however, that in assigning its ownership inter- 25

L.

92 Page 34 of 105

erts in such patents the Party may reserve for Itself and its Associated Companies a royalty free license to use in its Own Operations ( hereinafter defined I the Inventions covered by such patent rights. The Parties agree that title to any such patent or patent application may be held in the name of one ) Party for the benefit of all Parties.

114 Inventions by Parties. The Parties spec that any patent or patent application covering an invention or discovery which arises out of any separate research or development program earned out by one of the Parties or one of its Associated Companies, the costs and expenses of which have bean paid far by the Contractor as agent for all Parties, shall belong to said Party or said Associated Company but each of the other Parties shall have: (a) A nonexclusive, worldwide, irrevocable, royalty-free, non transferable right under said patents and patent applications to use the inventions or discoveries covered thereby in such of its Own Operations including oil production, pipeline, and related operations; and (b) An irrevocable right to extend to its Associated Companies a ncoexeclusive. worldwide. irrevocable, royalty-free, noatranif arable right under said patents and patent applications to use the inventions or discoveries covered thereby in such of its Own Operations, including oil produc¬ tion, pipeline, and related operations.

12.5 Party Fmplrijee* To facilitate the procurement of an experienced staff it is contemplated that employees of the Parties and of their respective Associated Companies ("Party Employee") will be assigned to work for Contractor pursuant to service contracts between the Party and die Contractor.

Each Party hereto agrees on behalf of itself and its Associated Companies that any and all of hi employee* who become Party Employees will be released from such portion of such Party Employees obligation to assign inventions to such Party or Associated Company as may be required to enable such Party Employee to accept the obligation imposed by Contractor upon its employees with respect to Inventions made by Contractor's employees relating to or useful in the System during their term of employment by Contractor.

12.6 Loaned Employee*. In addition to the Party Employees referred to in Section 12.5, each Party may from time to time be requested by Contractor to assign or cause to be tttigntd one or more | - of its employees or employees of an Associated Company to assist the Contractor for a temporary period and such employee or mployeee may be of the type that are generally subject to the obligation to disclose to, and only to, their employer any improvements or inventions that they may make or conceive relating Co, or useful In, the oil business. Inchidtng pipeline operations, and to assign such improvements and inventions and any patent rights based thereon to said employer. If any luefa employee ("Loaned Employee") so assigned to temporarily assist the Contractor makes a project Improvement which is hereby defined for the purpose of this Agreement as an Improvement or inven¬ tion. whether or not patentable, which is (f) conceived or made by such Loaned Employee during the time lie is assigned to assist the Contractor and which (ii) relate* to or is useful in the design, con¬ struction and operation of the System ("Project Improvement"), then such Project Improvement shall be disclosed to the Contractor so that such Project Improvement may be considered by the Contractor for application In said operations. Each Party hereby agrees as follows: (a) That each Loaned Employee assigned by a Party or one of the Associated Companies to temporarily assist the Contractor will be instructed that be is to disclose to the Contractor any Project Improvement, notwithstanding any agreement that such employee ha* setsred into with his employer. (b) That in the event a disclosure of a Project Improvement Is made to the Contractor by said Loaned Employee or in the event such Project Improvement is otherwise made available to the Contractor by said Loaned Employee, said Party agrees to grant and hereby grants or will cause its Associated Company assigning the Loaned Employee to grant to the Contractor and to each of the other Parties: (I) a nonexclusive, worldwide, irrevocable, royalty-free, nontransferable right under patents and patent applications coveting said Project Improvement to use said Project )

Page 35 of 105

Improvement In operations conducted under this Agreement and in its Own Operations, including oil production, pipeline, and related operations; and (2) an irrevocable right to extend to their respective Associated Companies a non¬ | exclusive. worldwide, irrevocable, royalty-free, nontramferable right under patents and patent applications covering said Project Improvement to use said Project Improvement in said Associated Companies' Own Operations, including oil production, pipeline, and related operations.

12.7 Own Operations. For the purpose of Sections 12.4 and 12.6 of this Article XII, the term "Own Operations" means: (a) Operations wholly owned by a Party, or by one or more Associated Companies of a Party, or by a Party and one or more of its Associated Companies; and (b) Operations in which a Party and/or an Associated Company owns less than the entire interest irrespective of the magnitude of said interest and irrespective of whether said interest is in the form of a stock interest or in the form of a direct ownership of physical assets, but only to the extent of such Party's and/or Associated Company's interest.

128 Term. Parties agree that nothing in the Article XII shall be deemed to grant or convey any rights in any invention or discovery, whether or not patentable or patented, which is conceived sLj more than two years after the Date of Completion of the Second Expansion or January 1. 1978, which¬ ever is the earlier. The Parties further agree that nothing in this Article XII shall be deemed to grant or convey any right in Technical Information of any Party or its Associated Companies developed more ill than two years after the Date of Completion of the Second Expansion or January 1. 1978, whichever is earlier, Associated Companies. An Associated Company of a Party moans (a) any company of which at least 50% of the voting stock is owned directly or indirectly by the Party in question, (b) a xt company whit* owns direedy or indirectly at least 50% of the voting stock of the Party in question. (c) a company of which at least 50% of the voting stock is owned direedy or indirectly by any company which also owns direedy or indirccdy at least 50% of the voting stock of the Party In question ii and (d) in the case of BP. any company of which at least 50% of the voting stock is held directly or indirectly by The Standard Oil Company (Ohio) and/cr The British Petroleum Company Limited.

\> 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

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 Fifth Avenue New York, New York 10020 BP (Duplicate Notice) BP Pipe Line Corporation Midland Building Cleveland, Ohio 44115 BP Alaska Inc. 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 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.

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

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

Page 39 of 105

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J STAG! TWO STATIONS A STAGE TMHII STATIONS O TEPMINAC

J J 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 Fifth Avenue 900 Fifth Avenue New York. New York 10020 New York, New York 10020 (212) 246-3600 (212) 246-3800 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 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 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 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 East 42nd Street New York. New York 10017 (214) 742-4131 (212 ) 883-3951 J J J 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 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

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. j J 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

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 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 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

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

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

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 l

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

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 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

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

I

a

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

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 )

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

- 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

* %• • Page 56 of 1 05 /

- -

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

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

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

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

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.

) 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 - / . 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

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) -• 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

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.

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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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

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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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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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 By Sohio Pipe Line Company Phillips Petroleum Company iy By

-4-

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.

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 Kobll Alaska Pipeline Company By By Sohlo Pipe Line Company Phillips Petroleum Company QLLL By (/ UCE PRESIDE! -4-

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.

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

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.

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 dace first appearing above.

ARCO Pipe Line Company Mobil Alaska Pipeline Company By By Sohio Pipe Line Company Phillips Petroleum Company •y By

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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;

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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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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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- 0000,19

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 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- 000041 4* Page 81 of 105

Fifth Amendment to Trans Alaska Pipeline System Agreement 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- 000042

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- 000043 <£N 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

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

“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

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 Page 87 of 105

Flfch Amendment Co 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 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

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* 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. i

XR- 000058

*

HMfOATU»£ KCIIU fAMKMNCn r . £ - S T F = SESfeSs ASTN STANDARD VISCOSOTTEMPCRATUftC CHARTS - zq iliSII f f OR LKWIO PCTROUUN PROOUCTS (0 34199) - (HUT ft UTftXT UMWOnM. tTOCOWTT. MMOOCD iiilaS mill EXHIBIT P TAPS ACftEEHEHT m r. • 6- 3 - IE « . • - t : NORTH SLOPE PESICN CRUDC i= ~ rz ~z m z z - z - - - - SER r - 'Z V r 3 : - : h - 26.7 API AT 6S*P

•J.

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u ft _ — Q9EB i - i- i : i 1- I1315 " - ; E || X £ M ill! - Ml6i i. ? r - ! i 3331 - t-»» I gg ir : £ i Ss 1 * i r 5S : Hz.

Ea IS i c 11 s; i :: :~ •r. 2, XB- 000059 •s 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:

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

Page 94 of 1 05

Sixth Amendment to the Trans Alaska Pipeline System Agreement Page Three

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 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.

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:

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

Page 97 of 1 05

Seventh Amendment to the Trans Alaska Pipeline System Agreement Page Three

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 date first appearing above.

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

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 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 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

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:

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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 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.

XR- 00008s 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:

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 By »»*•**« EXXON PIPELINE COMPANY UNION ALASKA fclPELINE COMPANY — ~r< rC2 By.

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

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

i 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 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 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 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 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

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.

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

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.

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.

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 — .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.

— 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.

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.

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.

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

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

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.

(c) separately arrange with its shippers for the transportation of any such tendered Petroleum.

(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.

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.

(c) approve all manuals referred to in this Operating Agreement.

(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

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

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).

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 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.

(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.

(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

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. (c) Docks.

(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

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.

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.

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

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.

(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

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.

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.

(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.

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)

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.

(c) Allocation of Charges and Credits — Variable.

(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.

(»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

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.

(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.

<k) Records management.

(1) Safety and loss prevention.

(m) Security.

(n) Substance abuse.

11.9 Relocation Agreements. Operator as agent for each Owner may contract on behalf of each Owner with any governmental agency or entity for lowering, adjusting, or relocating the Pipeline if (i) the project is entirely reimbursable, (ii) the nonreimbursable portion does not exceed $200,000 or (iii) the Owners are legally required to make such lowering adjusting or relocation at their own expense. If the nonreimbursable part exceeds $200,000 [as in (ii) above] or if any nonreimbursable part is for any nongovernmental third party, Operator shall secure the approval of the Owners through the Owners Committee before proceeding. Nonreimbursable expenditures will be charged to Pipeline Fixed Operating Expenses. Costs to be reimbursed shall include, but not be limited to, applicable materials, contracts, salaries and benefits of Operator's employees, and operating and administrative overhead as shall from time to time be determined and applied on a percentage of direct labor basis, less any appropriate credits for salvageable materials net of the cost of removal and disposal.

11.10 Audits.

(a) As soon as practicable after the Date of Commissioning of the System, Operator shall have an audit made of its accounts; this audit shall be repeated once in each Calendar Year thereafter. Each Owner shall be furnished a copy of each Calendar Year’s audit before February of the Calendar Year following the Calendar Year covered by the audit. Each such audit shall

be made by a Certified Public Accounting Firm selected and approved by (he Owners through the Owners Committee, and the expense thereof shall be allocated among the Owners in accordance with their Percentages of Ownership in the Pipeline.

(b) The Owners through the Owners Committee shall establish procedures for performing all internal auditing, including, but not limited to, audits of all internal functions of the Operator, contractors and vendors supplying services or materials to the Operator. The cost of this function wilJ be segregated on the books of the Operator and will be charged to accounts of all Owners in proportion to Percentage of Ownership in the Pipeline.

(c) In addition to the audits provided for in this Section 11.10 hereof, each Owner may at its sole option and expense, but not more than once each Calendar Year, inspect the accounts, review the internal controls and audit the contracts and records of Operator.

SECTION 12 TECHNICAL INFORMATION, INVENTIONS AND PATENTS, AND CONFIDENTIALITY 12.1 Technical Information. The Operator shall furnish or make available to each Owner all technical information received by it or resulting from or utilized in the operation or maintenance of the System and agrees to assert no ownership interest in any of the said technical information against any of the Owners. In obtaining technical information from any Owner or its Associated Companies or other third party. Operator will use its best endeavors to obtain from each all such rights to disclose and use tins technical information. The Operator shall not assume an obligation to keep information of an Owner or an Associated Company of an Owner or other third party confidential without the prior express approval of Owners; provided, however, that Operator may assume such an obligation in an emergency if the duration of the obligation does not exceed three (3) years, and in such event Operator shall promptly notify each Owner of the obligation.

12.2 Inventions and Patents. Operator shall use its best endeavors to include as a term of any research or development contract carried out for the Owners by third parties (other than Owners or their Associated Companies) that any patents or patent applications resulting from any such research or development shall be the property of the Owners. Operator shall enter into suitable agreements with each of its employees and each employee of an Owner assigned to assist the Operator (other than such Owner employees assigned to assist the Operator for a period less than six (6) months) that inventions, patents, patent applications and other improvements which relate to or are useful in the operation of the System made by such employees will be assigned to and shall become the property of the Owners.

12.3 Confidentiality. Operator shall maintain and keep confidential all technical information referred to in Section 12.1 above and shall not disclose any of said technical information without the written consent of Owners except as provided in Section 12.1 hereof.

Operator shall also maintain and keep confidential all inventions referred to in Section 12.2 and shall not disclose any of said inventions to parties other than Owners except to the extent necessary for the filing of patent applications covering said inventions or filing of applications for government permits. The aforesaid obligations of confidence and limitations on disclosure shall no longer apply to any technical information or invention after said technical information or inventions is in the public domain.

12.4 Rights of Owners. The rights of Owners with respect to any technical information, inventions and patents shall be in accordance with Article XII of the TAPS Agreement.

SECTION 13 ASSIGNMENT 13.1 Successors and Assigns. Owners agree with each other that so long as this Operating Agreement remains in force and effect, all sales or other transfers or assignments of interests in the System must be made pursuant to the provisions of the TAPS Agreement and shall be made subject to this Operating Agreement. All obligation and liabilities of the selling Owner shall be assumed by the purchaser in the same manner as obligations and liabilities under the TAPS Agreement. Such purchaser shall be required to execute a ratification of this Operating Agreement and shall thereafter be one of the Owners hereunder for all purposes contemplated by this Operating Agreement. The rights, duties and responsibilities of Operator under this Operating Agreement shall not be assignable without the consent of all Owners except as herein expressly authorized.

SECTION 14 MINERAL DISCOVERIES 14.1 Mineral Discoveries. Operator shall maintain and keep confidential any information relating to the existence or discovery of mineral or other natural resource information obtained by Operator, its employees, agents, contractors, and subcontractors in connection with the performance of its services under this Operating Agreement. Upon request of any Owner.

Operator shall promptly make available to or furnish to all Owners any such information.

Operator shall by the establishment of appropriate policies and procedures, insure that all employees, agents, contractors, and subcontractors are contractually obligated to protect the rights of the Owners in all such mineral and other natural resources discoveries in connection with the operation or maintenance of the System.

SECTION 15 GENERAL PROVISIONS 15.1 Notices. Except as otherwise provided in this Operating Agreement, all notices provided for in this Agreement to be given in writing may be given by registered mail or by telegram, cable, telecopy or other appropriate means of electronic communication confirmed by registered mail addressed to Owners, as may be required for the particular notice, at their addresses stated below or at such other address the Owners may provide by written notice to all other Owners and Operator.

AMERADA HESS Amerada Hess Pipeline Corporation 1185 Avenue of the Americas New York, New York 10036 ARCO ARCO Transportation Alaska, Inc. P.O. Box 100-360 Anchorage, Alaska 99510 BP BP Pipelines (Alaska) Inc. E. Benson Blvd. Anchorage, Alaska 99508 EXXON Exxon Pipeline Company (800 Bell Street Houston, Texas 77002) P.O. Box 2220 Houston, Texas 77252-2220 MOBIL Mobil Alaska Pipeline Company P. O. Box 900 Dallas, Texas 75221 PHILLIPS Phillips Alaska Pipeline Corporation (6330 W. Loop South Belaire, Texas 77401) P. O. Box 1967 Houston, Texas 77251-1967

UNOCAL Unocal Pipeline Company 1201 West 5th Street Los Angeles. California 90017 Receipt by the sender of proof of delivery of notices hereunder shall be considered proper notice to the addressee of the contents of such letter, telegram, cable, telecopy or other appropriate means of electronic communication.

15.2 Laws and Regulations and Agreements.

(a) This Operating Agreement is subject to all present and future valid orders, rules. and regulations of any regulatory body having jurisdiction and to all applicable laws of and agreements with the United States and the State of Alaska including but not limited to any orders. rules, regulations, laws or agreements specifically referred to herein.

(b) Operator shall comply, and secure compliance by its contractors and subcontractors, with all applicable orders, rules, and regulations of any regulatory body having jurisdiction and all applicable laws of and agreements with the United States and the State of Alaska including but not limited to requirements of the Rights-of-Way Agreements.

15.3 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 Operating Agreement and the rights and obligations of each Owner and Operator as between them shall be governed by and construed in accordance with the laws of the State of Texas.

15.4 Entirety of Agreement. This Operating Agreement and the TAPS Agreement constitute the entire agreement between Owners as to the design, construction, ownership. expansion, operation and maintenance of the System, and no variation, modification, amendment or change shall be binding upon any of them unless effectuated by an instrument in writing properly executed by the Owners. If there are any conflicts between the provisions of this Operating Agreement and the TAPS Agreement, the provisions of this Operating Agreement shall be controlling, except on matters relating to the design, construction and expansion of the System.

The TAPS Agreement shall govern all matters relating to the design, construction and expansion of the System. Effective upon its signing of this Operating Agreement, each Owner hereby agrees that the provisions hereof tully satisfy all obligations of an Owner to enter into an Operating Agreement pursuant to Section 5.2 of the TAPS Agreement and fully satisfy the rights and obligations of each Owner under the Third Supplemental Agreement to the TAPS Agreement.

Upon the signing of this Operating Agreement the Third Supplemental Agreement to the TAPS Agreement will be and is hereby cancelled.

15.5 Captions or Headings. The headings appearing at the beginning of each section hereof and the Table of Contents appearing at the beginning of this Operating Agreement are both included solely for the convenience and none of them shall be considered or given any effect in

construing this Operating Agreement or any provision or provisions hereof, whether for the purpose of determining the duties, obligations or liabilities of the Operator or Owners, or their intent as to any issue, matter, or questions which may arise.

15.6 Counterparts. This Operating Agreement amending and supplementing the TAPS 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.

15.7 Termination of Interim Operating Authority. Upon the appointment of an Operator under this Operating Agreement and the acceptance of such appointment by that Operator, the interim authority given Alyeska Pipeline Service Company to perform services in preparation for the efficient start-up and operation of TAPS by Letter Agreement which was accepted by Alyeska Pipeline Service Company on May 11, 1976 shall terminate. All actions taken by Alyeska Pipeline Service Company with the approval of the Construction Committee pursuant to the above described Letter Agreement are hereby ratified and confirmed by each Owner and shall be binding on each Owner until revised or cancelled by the Owners through the Owners Committee.

IN TESTIMONY WHEREOF, this Operating Agreement is executed by each of the Owners on the date below such Owner's name but effective as of the Date of this Agreement.

AMERADA HESS PIPELINE CORPORATION By.

Date.

ARCO TRANSPORTATION ALASKA, INC. By.

Date.

BP PIPELINES (ALASKA) INC. By.

Date.

EXXON PIPELINE COMPANY By.

Date.

MOBIL ALASKA PIPELINE COMPANY By.

Date.

PHILLIPS ALASKA PIPELINE CORPORATION By.

Date.

UNOCAL PIPELINE COMPANY By.

Date.

EXHIBIT A OPERATOR S INSURANCE PROGRAM 1. Workers’ Compensation Insurance and Employer’s Liability Insurance —This insurance is to include coverage for United States Longshore and Harbor Workers' Compensation Act. Outer Continental Shelf Lands Act and amendment to Coverage "B" Endorsement Maritime Operations to cover Admiralty Benefits and Damages under the Jones Act. Operator — shall comply with the workers’ compensation laws of all applicable state and federal jurisdictions by either qualifying as a self insurer in accordance with the regulations established by such jurisdictions, or by purchasing a policy of workers’ compensation insurance in those jurisdictions where qualification as a self insurer cannot be reasonably obtained, In the event such insurance is purchased, it shall be underwritten with a rating and premium plan designed to develop, to the maximum extent feasible, an annual cost based upon annual incurred losses, unless the number of employees involved is too small to make this feasible, in which case a regular policy of insurance may be purchased .

2. Commercial general liability insurance including blanket contractual liability coverage with a combined single limit of $1,000,000 for injuries to persons or damage to property each occurrence and in the aggregate annually. Operator may quality as a self insurer or insurance coverage shall be purchased under a rating and premium plan designed to develop, to lire maximum extent feasible, an annual cost directly related to annual incurred losses.

3. Business auto liability insurance, covering all owned, non-owned or hired vehicles with a combined single limit of $1,000,000 per occurrence for bodily injury and property damage liability. Operator may qualify as a self insurer or insurance coverage shall be purchased under a rating a premium plan designed to develop, to the maximum extent feasible, an annual cost directly related to annual incurred losses.

4. Full form protection and indemnity insurance on all owned and time chartered vessels, if required, with a policy limit equal to the value of the vessel’s hulls or $5,000,000. whichever is greater, and charterer’s liability insurance on all vessels with a limit of $5,000,000.

The protection and indemnity policy may exclude liability coverage for injuries to or death of members of the crew of insured vessels and coverage for transportation, wages, maintenance and cure, provided that such coverages are included in the liability coverage endorsements to any workers' compensation insurance purchased pursuant to paragraph 1 of this Exhibit A.

5. Aircraft liability insurance covering liability arising out of the operation, maintenance or use of owned, non-owned or chartered aircraft, including liability to passengers. with a combined single limit of $5,000,000 for injuries to persons or damage to property each occurrence.

6. Boiler insurance (limited form) covering all pressure vessels requiring inspection under state or federal laws. Operator shall have the discretion of determining the limit of coverage and the deductible per accident taking into consideration the primary purpose for this insurance is to obtain the inspection and certification services offered by an insurer.

7. No insurance shall be carried by Operator covering the risks of loss to the System property in which the Owners have an undivided interest or for business interruption resulting from damage to the System.

8. Any Owner insuring its respective interest in the System property against risk of loss or insuring its liability exposure to third parties arising out of the operation of the System, whether such liability is direct or by virtue of its obligation to indemnify Operator hereunder, hereby waives all rights of subrogation on behalf of its insurers against Operator and the other Owners and in the absence of a right to waive subrogation shall have such policies of insurance endorsed providing for such waiver.

EXHIBIT B CONTRACTOR'S INSURANCE 1. Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the state where work is performed with limits for Employer's Liability in the minimum amount of $100,000. This insurance is to include coverage for United States Longshore and Harbor Workers' Compensation Act, Outer Continental Shelf Lands Act and amendment to Coverage "B" Endorsement and Damages under the Jones Act. — Maritime Operations to cover Admiralty Benefits

2. Commercial General Liability Insurance, including Contractual Liability, with minimum coverage of a combined single limit of $1,000,000 per occurrence for bodily injury and property damage liability, with a $2,000,000 annual aggregate.

3. Business Auto Liability Insurance covering all owned, non-owned and hired automobiles, specifically endorsed to cover as "owned automobiles” Alyeska-owned or leased vehicles furnished for Contractor's use, with minimum coverage of a combined single limit of $1,000,000 per occurrence for bodily injury and property damage liability.

4. If aircraft is owned or chartered by Contractor, Aircraft Liability including Passenger Legal Liability Insurance in the combined minimum single limit of $5,000,000, 5. If marine vessels are employed in the operation and maintenance, Contractor shall carry or require the Owners of vessels utilized on the job to carry Protection and Indemnity Insurance with minimum limits of $5,000,000. (Charterer's and/or Owner’s limitation clause to be deleted.)

EXHIBIT C TAPS CAPACITY TABLE

TAPS Capacity Period Barrels per Day November 1, 1996 through 1,420,000 December 31, 1996 January 1, 1997 through 1,400,000 December 31, 1997 January 1, 1998 through 1,380,000 December 31, 2002 January 1, 2003 through 1,240,000 December 31, 2003 January 1, 2004 and thereafter 1,100,000

Note: Alll Volumes are in Barrels.

EXHIBIT D

The Capacity Cushion shall be allocated among the Owners as follows: Amerada Hess Pipeline Corporation 0.035625 ARCO Transportation Alaska, Inc. 0.124590 BP Pipelines (Alaska) Inc. 0.340022 Exxon Pipeline Company 0.360675 Mobil Alaska Pipeline Company 0.073256 Phillips Alaska Pipeline Corporation 0.033625 Unocal Pipeline Company 0.032207

F:\DL0976\TAP498\5500tt\OPAG-RSl WPD

APP. F Federal Right-of-Way (CR166-305) Renewal of the Agreement and Grant of Right-of-Way for the Trans-Alaska Pipeline and Related Facilities between The United States of America and Amerada Hess Pipeline Corporation, BP Pipelines (Alaska) Inc., ExxonMobil Pipeline Company, Phillips Transportation Alaska, Inc., Unocal Pipeline Company, and Williams Alaska Pipeline Company, L.L.C.

2003

RENEWAL of the AGREEMENT AND GRANT OF RIGHT OF WA Y for the TRANS-ALASKA PIPELINE SYSTEM AND RELATED FACILITIES This Renewal of the Federal Grant and Related Facilities ("Renewal") is made and entered into this 8ÿ day of January, 2003 by and between the United States of America ("United States"), acting through the Secretary of Interior, and Amerada Hess Pipeline Corporation. BP Pipelines (Alaska) Inc., ExxonMobil Pipeline Company, Phillips Transportation Alaska, Inc., Unocal Pipeline Company, and Williams Alaska Pipeline Company, L.L.C. (collectively "Companies" or "Permittees") whose mailing address is Alyeska Pipeline Service Company, 1835 South Bragaw, MS 569, Anchorage, Alaska 99512. The United States and the Companies are sometimes referred to individually as a "party" and collectively as the "parties." WHEREAS, the Companies, current holders of the rights of way for the Trans-Alaska Pipeline and its related facilities, as set forth below, have requested renewal of the January 23, 1974 Grant of Right-of-Way for the Trans-Alaska Pipeline, as amended ("Federal Grant"), the serial numbers, legal descriptions, and other pertinent data for which is set forth in Exhibit A Part-I hereto, and renewal of the grants for related facilities and other associated rights ("Related Facilities"), the serial numbers, legal descriptions, and other pertinent data for which is set forth in Exhibit A Part-13 hereto; WHEREAS the Secretary of the Interior has authority under the Trans-Alaska Pipeline Authorization Act of 1973, 43 U.S.C. § 1652, and section 28 of the Mineral Leasing Act, as amended. 30 U.S.C. § 185, to act upon the applications for renewal; WHEREAS the Secretary has determined that the requirements for renewal of the Grant and Related Facilities have been met; and WHEREAS the parries recognize and acknowledge that the State of Alaska has renewed all rights and interests held by the Companies in the Right-of-Way Lease. ADL 63574, and associated rights for the Trans-Alaska Pipeline; NOW. therefore, the parties agree that; A. The Federal Grant and Related Facilities are renewed for the maximum term authorized by law, thirty (30) years.

B. It is the intent of the parties that all rights and interests administered by the Department of the Interior held by the Companies are included within this Renewal.

The parties shall take such reasonable actions, and execute and deliver any further instruments, agreements, documents, or other papers, as are reasonably requested by either party to affect this intent.

C. This Renewal of the Federal Grant and Related Facilities is granted unto the Companies in their undivided interests, as follows: 2 167 Amerada Hess Pipeline Corporation, an undivided interest of 1.5000% of the whole; BP Pipelines (Alaska) Inc., an undivided interest of 46.9263% of the whole; ExxonMobil Pipeline Company, an undivided interest of 20.3378% of the whole; Phillips Transportation Alaska, Inc., an undivided interest of 26.7953% of the whole; Unocal Pipeline Company, an undivided interest of 1.3561% of the whole; and Williams Alaska Pipeline Company, L.L.C. an undivided interest of 3.0845% of the whole.

D. Section 7(A) of the existing Federal Grant is amended to read as follows: The grant of the Right-of-Way as originally issued began on the 23r& day of January, 1974 and as renewed continuesfrom the 22/u* day of January, 2004, at noon, Washington, D.C. time, and shall come to an end and expire on the 22nd day of January, 2034, at noon, Washington, D.C. time, unless prior thereto it is relinquished, abandoned, or otherwise terminated pursuant to the provisions of this Agreement or any applicable Federal law or regulation.

E. The Exhibits that are attached to this Agreement and that are listed below in this subsection are, by this reference, incorporated into and made a part of this agreement as fully and effectually as if the Exhibits were set forth herein in their entirety: Exhibit A: The Federal Grant dated January 23, 1974 (including its existing Exhibits C, D, and E which remain unchanged by this Renewal.)

Exhibit A-Part I: The Legal Descriptions for the Federal Grant of Right-of-Way F-12505 and AA-5847 (which, with Part II below, replace in its entirety the original Exhibit A to the Federal Grant); Exhibit A-Part II: The current Legal Descriptions for the grunts for Related Facilities (which, with Part I above, replace in its entirety the original Exhibit A to the Federal Grant); and (4) Exhibit B: Requirements of the Department of Defense Relating to Military Installations, as amended, with attached letters from the Director of Real Estate. Department of the Army, Office of the Chief of Engineers, dated November 14, 1973, November 23, 1973, and the Memorandum of Understanding between Alyeska Pipeline Service Company and U.S. Army Corps of Engineers. (This Exhibit B replaces, in its entirety, the original Exhibit B to the Federal Grant). (5) Exhibit C: Section 15 (Guaranty) as amended by January 2003 Record of Decision, Renewal of the Federal Right-of-Way for the Trans-Alaska Pipeline and Related Facilities.

F. Except as expressly amended in Subsection D and E above, all other current terms, covenants, and conditions of the existing Federal Grant, shall remain in full force and effect As an additional requirement, to be incorporated in the Renewal as section 15.F, every three years the Authorized Officer shall conduct an audit of the financial resources of the Owner Entities, or other guarantors, that provide the Section 15 guaranties. If the Secretary determines by the audit that the Section 15 guaranties are inadequate, the Secretary may require additional financial assurances and guarantees.

__ ; . ‘ :

o This Renewal may be signed TO counterpart. All such executed counterparts shall be considered aa original and the original signature pages may be attached to a single coumerpan for purposes of recordation i - - P *T- % >_ . • 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. . err <m «ÿ * AMERADA HESS KTOLEVE CORPORATION Subscribed before m* on this Sth day of January, 2003. i Title: president, PhlUloa Transport »tior> ?

Mwiu.,, Inc. (see Note below!

V . . . Notary PnNk District of Columbia BP PIPELINES (MÿSJÿINC My Commission Expires April 30.2005 “V* * By _ » "**r*ÿ* -IN? ' jf'**/ Jk

I at mm -> ~rn EXXONM( E COMPANY Bv: fy-Lyr/K#*?

Title: P-geSI<V.trtJ7~-

PHILLIPS TRANSPORTATION ALASKA. INC

SSP*» >£~— -rrÿr. - 4ÿ£S g

i* ill P * IM v mi t:.g .ÿ v:r s: »» >* f V .11 M c r.K, <& i ! * W is «: . :- ‘e Sj£ ' -i -! «'ÿ >T, I -ipt : ::Uÿ • S *•£ | ‘ j |%|j *:ÿ K 'L ; :» LJ5* ,/ .® F? ' •I* *r: f* &• a? 'f i*' I : II *N. r.~ $ & ?<< : 5 jp* “ § i - Kf £ il:l , *1 i 3 |3rvx -awSi'-'X'- US .••NL’VIIT 1; I' 3. t• . •. -5 :?- f. 5 lyilf i: 3ti i f 3?.. 3 i «.;* i « m SJH§ !<*• ijiti 1

*••1 . ;. *ÿ i 'ÿs-V'w,, I.«?ÿ • ft *rÿf l/ * VP#' *F -tI l->' STATE OF ] \ 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 ,,tbc --- 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 __ * *-•$• My Commission Expires: /* Y"#*f LAMA* MfNOXXSA Notcry jMOfc STATE OF Htf.it UA*UA, > 9c SSote at r<s*sa y*t Cownteton fxpraa OctOtWr&ZD* I, /><i , yfy 0 T I LA, jS#w i- THIS IS TO CERTIFY that on this tog dav of 2003, before me appeared fÿ*cl*n.U Mean’s.. ... the Jÿki of William* Alaska Pipeline Company, L.LC. who executed the foregoing Renewal and acknowledged voluntarily signing the same on behalf of said corporation, I3u.Ajj!*4rMji...- ---- A19S TkjL5A<stjKJ CswMfc £«& 03484068 Notary Public in and for the State of fPk;;WÿAvv>w My Commission Expires: £ 3 ~ ':G**te4S A#$. 01 vC ? , m 9 ** . 0 Exhibit A w H < Exhibits A 3hal Federal M 1.£ t-i ni A-Fart li, : JM i-? .«rv :ÿ ’W"; rs <t <.

. ’ O-. V .' ,Vjt, S t&.-.-K » % S S T «*ÿ*** *1ÿ* 1 4***. *js» •ÿ *M « 4»: :• «v f. <k »«2S A to the Facilities (which, Grant.

Agreement and Grant of •St 5 Right-Of-Way fo, Trana-Alaak, between United States, of America ;-The CLWuL x ** •> jI •>. 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 : •• I mi •v w -v *> y ’ *•' j. V • . - vw. if •• ' ' xx •f X '•/ ’’ Xy $• /Sf ' > A'- -s- *• •c.x v. ..<ÿ>

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Him n ® lilll j$- i: : M ; is- m a i —• a; ;|i*| lilMl ; a I ,«P — g isss wmwmiww** : w O r* «* - - r -> /v >ÿÿSÿS51;2SS22-IS -*ÿ i||li!pllil ;V ; ||! ; i WA t|r|M i#||| -4*1 aiiifll Mimi mmnm .... lillilil# •** »* Si sis isSiaiiSRSiaÿsi « « » r* » *vsiV * *• » * * r 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* <ta tact • are provided for in thia .Agreement and at »U* A CIWSOAI w » &XMK O mnot. »«efc uroe ita jaeltanttd !>«*!* other applicable authorization* THe i 176 > iff! mm H)l mu i mill !! . iliinllj m jjiiiji mi |«H it i?al ilLM m ijiijiil*. i ai| II,!M l M lifff »WBMllÿB«BlMaaaBiftl 3I Wiltt m$ 1**~ !i!i!®l!5i!! lb! ' pi, * sfl"J S 5- " ’ ‘ 4 'iS™!

If i|j iifliijiiiififilppM i i i,ii I * BMiii fflmmm «tiu w - 111 c-£| ItlliWl1*1,5s 4> if Ml iillltfsililfi lliilll l|5pl| &“* d n I£?P3 jas ll l I a il*! i» 4 f4|i II M|l ||if £fl4Af*m*F4 1 | rlilil Mini Imill

s iSiKimii fci|a'iis 4 ?*1"* *i|< I 1 fi IS™ I*|i!l!fpj4dip|4 i iiiiift llw nw* pjlflli M||' * : 5|PIF g « £ ! fHl 2 iiiflf Lilli? tfU'HlJUi Mfi lilMII Ml 4l5j fliflfi |! l2iliif#i S Sil riillh Hi i E , iiiili ijiii! iil nil|ite }Hi i liliilliililtt iHlili lilllll ii :i i®ai ! ii!w«* 1I=£Ii4£1I !!!i Mil I i brnrAm I? rn 155 13 111 *Jill f I * 11ill*III i iJhii 4 *III i nil11 II ( B- The cooporittire agreement attached Hereto ri<l*«l in suoscctiou E hereof. Pomuttees may Alt OM Exhibit K U n*H Incorporated into, and in not an Uf>plbiri<Ki for inodifiraUoii ui the Jlight-of- intended to be mode » part of, this Agreement. Way bound* rim provided that, after modification, Sabi cooperative agreement in attached hereto the Right-of-Way will include the ground occo- cnly for in format ioonl purfosoa pi«t the Pipeline plus fifty (50) feet, adjacent thereto and such additions] land as authorized by 5. Width of Right-of-Way :he Authorized Officer pursuant to Section 3 &** surface •>' 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 <he <t«co.l i Ubrel, f* W»b» .brcc buudeed sud hsty <f.y, °*Jÿ6 hJÿto e-ith suhwetien T> 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 o *1 -2 - 3 W* 3 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

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 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«<tion A of this Section. for reimbursement based oc such books, records E. Agreements entered into by the Secretary and documents. The auditors or accountants desig¬ with respect to th« Pipeline System which result, nated by Permittee* shall have reasonable access in coat* for which reimbursement is required by to, and the right to copy, at their expense, all such thi* Section shall be drawn to avoid unn*c**a:y books, records and documents, including all audit employment of parwmnol and n«dlo*s oxp*nd iture reports prepared by or furnished to th* Depart¬ of fund*. The Department shall administer this ment, together with supporting documents in Ibe Agreement and such other agreement* to reason¬ powesadon of the Department., concerning agree¬ ably tenure that am oc*wary employment of per¬ ments with other agencies employed by the De¬ sonae! and need Ices expenditure of fund* are partment and with it* uidepemUint consultants. avoided. contractors and subcontractor!, which result in F Reimbursement by Permittee*, a* provided coats for which mmbursetnent w required by this for in this Section and Section 18 hereof, shall portion. be mode for each quarter ending on the last day L With respect to th* audit* by XVrmjttM* of of March. June, September and Deoembar. On any books, records and document* of th* Depart¬ or baforii tha sixtieth (60tb) day aiUr the claw ment and it* independent sor.*ulian«> 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 m-*u o- 182 I Iff SnllsiiiNHsIji-:* I* si w**itl Illife1 il Ss* s I

llllliill ! Ui l li tllllllliililllffi SHI 'iffll'l!ilillif rfi i ! «jri h i| !!1l lliMPi 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 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 “'“/ “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

— 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, <t» Wÿt-of- W.y. Any n«h T™nrf.r «W 0,11. Whmp«c« . a u COTMÿklo .„ Tnln<(M, * ludit %rA/„ ta. thereto of the Secretary, ihal) b# abwhiteJy void, and, at the option of the Secretary, shall be deemed to bo obreoch of ihi. Agreement by rach STtolh lilt K&&7?TvIZtSkZIl « Permittee so violating this Agreement.

B. Any Involuntary Peerage of Title with re- U°!, *P-t to any right. Se oHXret in this Agree- ment or the Right-of-Way that ‘hall be attempt*!

L addition, Uÿidrtk rt.ll, to*. «tt«

. pcmLl b, at tli, option of tbe Sacrelaiy* toA, :n lb. opde. of th, SccreUry. rt.ll b, It to be breach Of ,h» Aercccucnt by th. aftcicd Pcre.it- ™* AU *ÿ1°™"* >» 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 . "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* 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 - 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 §

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 *$

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 <Untal by the the order. Authorized Officer of a request for resumption of C. Tlie Authorized Officer altall give Permittees actiritiee suspended pursuant to »ch a temporary prior notice of the temporary aurpension order as --tuspoasion order. If a right of appeal ia to ba lio (team* practicable. If circumstance* permit, the preserved, PermitteOi file u notice of appeal Authorized Officer shall consult with Permittees. with the Secretary within fifteen fl3) days from prior to issuing the order, to discuss appropriate ;#»* elective data of the order or denial being ap* measures to (I) forthwith abate or avoid the pealed. The notice shall set forth with particu* harm or threatened harm that is the reason for larity the order or dental being appealed. To the issuance of the order, or (3) effect compliance perfect an appeal, Permitted shall file with the with tha prorisjoiri or order, whichever ia Secretary within thirty (30) dAyu from the clfee* applicable, ti*» date of the order or denial being appealed a D. After a temporary suspension order has been stat«m*nt of the facta of dwnaattar and a statement given by the Authorized Officer, Permittees shall applicable law, supplemented by such doeu* promptly comply with ail of tha provisions of the mentation and arguments on the facts and the low- * order and shall not resume any activity suspended PerroitU'wi may wish to present to justify modi- or curtailed thereby except M provided in this “ ficatton or reversal of the order or denial. All Agreement or pursuant to court ordar. statementt of fact shall be under oath.

E. Any temporary suspension order which, m ' (&) Except as provided hereinafter in thi* See- an emergency, is given orally shall confirmed he in *»«>. 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 1ft I li ijii IIf mm iill lijill! !¥*f in !ia i » fpHiIi i s«ll limit 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\\ 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- 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. ill £ÿsis'sl sf-M Kllsiilll |*a § * a s|<* ~ sf i3 Ijff=5 tlli** «.frll *ÿ$ l?ifi|iil«i|i«ifii ilHdiii f 411Ii i il riliftilÿsiiiiiili iii irf iiii! k i HiWm I* <1« HHjisj in sjniiii; iiliJi Ollilll! H| jjWillWi j I[If fjfili pills 111 IJilfliil filth® if! tteilm- “|i|.s-s|]|||||x|| ||| |1 Ji-yiMI liiiitiilii I i* 111 llJii II *1% f|!11111 j ikl jl&in4sl.!Si "tI l?i i£* s f 11 »1Iff| * lilllPilitlliiiPits 8 « I] mil 5*? -itill iHM?! It iWi8«M$!iilffi 114} mi iimill!It mm i ipifiiifiipimmmM P a rs If Hf I!s1%!I1'!11i!-1* *i'* i*112 b j1 |il1jfilf i f.

If ifefli utifHitJ iMliil rllsliiilteiillif iimitri]j£f i > I; Js uinifi n jigi «jnip s

pJill? hpi«ill|lsll ilPi|5Hlil*l ililtllw!’ ]sfeirip i fM\$ i l ll £ $ £ £ £ 2 iH Wli 1 w « i w hi iMiiiilWw* a s6 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. n* *i|t IIIi lafllliPIPIP If:

in Ilf if taiMIlifii ¥ 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. - •l|i]| *i h £ §.r .| IfJ! si! Mr ** JS'.g J | d n 3f«gf 3U lip ill 3JI s 8 -pil 5S ;»« pit mill! jJHffj I* !

PI Jfi!«fiiM I IIP t lift fi ill ijg|ff lÿifdilll I pi I III! | t!|fflf J|lfj|l|||! 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 > -<K- $> $ ifc •;«

8&S :::i M ;(oS: :: •

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

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 <CS, Aggie), 2001-12 (C.S,Dormelly), 2001-13 <CS> 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. | i*

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 • *></ •ÿ»ÿ .. T

> 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. ’ - * 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

. * 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,<sf-my described in the grants retevcedbekwv: ACCESS ROAD' A/K/A SERIAL Al& TOWNSHIP RAN6E> 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 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 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# 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 * - 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'* # 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 *<Sg? •jf;. i » *7 “t. - * •

’* . -

105-APL-3 F-20693 *36 ft i • «ÿ* Sec. 15 103.APL-2 F-20692 36 f:34N.,R.70W..F;M;; !

See; 22, 23 * ' AS - V v - 104-APL-3 F-206S8 37 ‘4 . / »

I03-APL4 :*jr •* ~ 20683 p- ,* * Sec. 24 •fe - Jrir.r-rÿv 77 ;1Q2ÿAJ>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 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 APL-2A F-20669 T- 41%t • R30N..R.n FM 10Q*AP1>2 - 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 - - : 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 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 . , & . * 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 ..

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: -

„ 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 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 '

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 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

T/im.KJ . ;

Sec,m31,32.

S6-APMA W6ISS 55 'jt JL. s«.?o S6-APL-4 F-88IS4 55 sec: 30 -T -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 " .

V

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 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 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 ' 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 !

P-20721 I At?- . ±1 .ADL 415089 w - 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. * 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

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

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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 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 '• l

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iSB 249 * EXHIBIT B Requirements of the Department of Defense Relating to Military Installations A. General Requirements 1. Entry upon military land for construction and routine operations and maintenance shall be fully coordinated ten (10) days in advance of entry with the appropriate Installation Commander/Gam son Commander having immediate jurisdiction over the property. Entry under emergency conditions shall be coordinated expeditiously with the Installation Commander/Garrison Commander.

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 also allow the appropnate offices to provide authorization in an expeditious manner.

2. Entry for all activities conducted by Permittees upon all military installations shall be in strict compliance with post/base regulations, both existing or hereafter promulgated.

Permittees shall obtain copies of such regulations from the affected Installation Commanders/Garrison Commanders.

3. Ingress and egress to military installation shall be confined to routes designated by the Installation Commander/Garrison Commander. Such commander shall have the right to modify or change the designated routes without advance notice to Permittees. Use of existing military roads or other access routes across subject lands shall be non-exclusive.

4. Permittees shall reimburse the United States, through the Array or Air Force installation affected, for any increased maintenance costs of existing military roads resulting from or attributable to usage by Permittees. These costs shall be in addition to those contemplated by Section 12 of this Agreement.

5. Permittees may construct permanent access and maintenance roads within the Right-of-Way, provided such roads do not interfere with the surface use of the area by the military, except during the construction phase.

6. Roads designated by the Installation Commander/Garrison Commander to require intermittent military usage may be closed. The Installation Commander/Garrison Commander shall approve in advance all such closures. Any extended closure shall cause the road to be treated as stated in Section 3 of these General Requirements.

7. Any overhead construction relating to the Pipeline shall provide for a minimum of eighteen (18) feet of clearance above the existing road surface.

. 8< . Crossover road ramp construction relative to nwip grades., pipeline covet, sleeves, confonn 10 Pnri&l to the standards of the Alaska Sttte 9. Rnal route selection, as mapped, and any subsequent changes thereto across ry lands will he approved by the aflectcd Installation Cocomandcx/Gamson Commander priew to construction. The route of the Pipeline shall be located so as to avoid military improvements and the Pipeline shall be constructed a minimum distance of three hundred twenty-five (325) feet from perimeter fences surrounding ammunition and fuel storage areas.

10. No surface projection of the Pipeline shall be permitted within die drop rotte area west of the main development ai Fort Greely.

1 jb Crowing of Army Petroleum Oil and Lubricant (POL) lines will be coordinated with the affected Installation Commander/Garoson Commander and the Defense Energy Support Center Commander, Alaska, 10470 22ta St. Elroendorf AFB AK 99506. and the Director of Public Works, Real Estate Office on Fbrt Richardson, AX 99505.

1 2. The Pipeline traversing subject lands shall be buried from stations £400+00 sod to 8511+51 and from Stations 8554+70 to 8562+46 as shown on Alyeska Pipeline Service Company Trans Alaska Pipeline System Drawing AL-00-C2, Sheet 45 of 138, Prodhoe Bay to Valdez. Bunal depth and technique shall be sufficient to permit surface crossing of the Right'-of- W#y by heavy tracked and wheeled vehicles at designated locations of existing roads and runways. In the event that subsurface construction cannot be accomplished to the satisfaction of the Installation Commandex/Garrison Commander, the Pipeline shall be relocated to an area or areas where burial is permissible, or where surface construction can by authorized without interruption of the military mission. Mode of construction between the aforementioned stations shall require the prior conieoi of the Installation Commander/Gamson Commander.

13. Disruption of. or interference with the operation and maintenance of any military pipelines, utility and communication lines is prohibited except by authorization by the Installation Commander/Garrison Commander. The Pipeline shall cross ail existing intersecting pipelines, conduits, and cables with a minimum clearance of twelve (12) inches.

14. Maximum length of open trench or trenches during construction of the Pipeline over and across the subject land shall not exceed one {1) mile at any given time without the prior approval of the Installation Conraumder/GKrison Commander.

15. Suitable bridged crossings over open trenches shall be provided and maintained where necessary to permit passage of military personnel and vehicles; timely notice of requirements to be furnished by Installation ConunanderiGarrison Commander.

16. In connection With Permittees' duties to repair, replace, and rehabilitate a* provided for ut Section 13 of this Agreement, where borrowed soil materiel is necessary to perform such duties, the location and method of obtaining the borrowed material shall be

B-3 251 approved by the Installation Commander/Garrison Commander. All surplus material not required for fill, backfill or grading shall be spread and leveled in an area designated by said commander.

17. Permittees shall submit legal descriptions of the centerline of the Right-Of-Way and permanent access and maintenance roads as constructed in, upon, over and across military- controlled lands to the Installation Commander/Garrison Commander within ninety (90) days of the completion of construction within a given military installation. Separate legal descriptions shall be written for each noncontiguous tract of military-controlled land. Said legal descriptions shall be accompanied by preliminary “as built" drawings (and final “as built" drawings shall be furnished within three hundred and sixty (360) days) of said completion of the Pipeline and all permanent access and maintenance roads, together with separate real estate maps in the event sufficient survey information necessary to verify legal descriptions is not contained on the "as built” drawings.

18. Permittees shall install mainline valves sufficient to control Oil flow in the vicinity of populated area, ammunition/explosive and fuel storage areas.

19. Electrically operated devices installed as part of the Pipeline System which are capable of producing radiations, electromagnetic or other interference, shall be screened, filtered or otherwise suppressed to the extent that such devices will not adversely affect the function of existing communication systems. In the event that physical obstructions, such as towers or buildings are to be erected as part of the Pipeline System, their positioning shall be such that they will not obstruct radiation patterns of line-of-site communication, navigation aids or other communications, electronic or meteorological services.

20. Entry for construction and routine maintenance upon installations or crossings of utility facilities under the control of or utilized by Air Force Communications System/White Alice will be coordinated at least ten (10) days prior to entry with Alaska Communications Region through Headquarters. Alaskan Air Command. ElmcndoTf Air Force Base. Entry under emergency conditions will be coordinated expeditiously with the Region.

21. Should the Pipeline cross high voltage power transmission lines on Eiclson Air Force Base, adequate precaution to the satisfaction of the Installation Commander/Garrison Commander will be taken to insure that excessive sag or accidental power line breakage does not create a safety hazard.

22. In the event unexploded munitions are discovered by Permittees during construction activities, the construction activities shall immediately cease in that area.

Permittees shall notify the Installation Commander/Garrison Commander who will immediately proceed to dispose of the munitions. Construction shall not proceed until authorized by the installation Commander/Garrison Commander.

23. The United States reserves to itself the right to construct, use and maintain across, over and/or under the Right-off-Way, oil and sewer lines, and other facilities, in such manner as not to create an unreasonable interference with the use of the Right-of-Way.

B-4 252 24. Any authorized use or occupation of the subject military lands in connection with the construction, operation, maintenance or termination of the Pipeline System shall be subject to such rules and regulations as the Installation Commanders/Garrison Commanders may from time to time prescribe. The military departments reserve the right to modify or change conditions to protect military interests as circumstances may from time to time warrant.

25. Transportation, storage and use of explosives during construction of the Pipeline System shall be permitted only in conformance with the applicable installation regulations.

Permittees shall secure copies of these regulations from the Installation Commanders/Garrison Commanders. Use of all explosives on military reservations shall be in strict conformance with U.S. Army Corps of Engineers Safety Manual, and Permittees shall secure copies of this manual from the Installation Commander/Gamson Commander. At least thirty (30) days in advance of any underwater blasting, Permittees shall submit to the Installation Commander/Garrison Commander a plan for such blasting. The plan shall set forth blasting locations, types and amounts of explosives, date or dates of blasting, and the reason for blasting.

26. The use of pesticides and herbicides shall be in accordance with applicable military regulations. An approved list of pesticides and herbicides, together with application constraints shall be obtained from the Installation Commander/Garrison Commander 27. Permittees shall locate and/or install the Pipeline System in such manner so as to preclude the creation of ground fog and/or ice fog conditions which will in any way decrease the operational capability of the air fields located on Eielson Air Force Base. Fort Wain wright and Fort Greely. Studies or other data supporting the location or construction techniques utilized by Permittees to accomplish the requirements of this condition shall be submitted to the Installation Commander/Garrison Commander for review and approval thirty (30) days prior to commencement of construction on the lands herein described.

28. Prior to commencement of construction, Permittees shall submit a schedule of their construction activities on the military installation involved. This schedule shall be in such detail as may be required by the Installation Commander/Garrison Commander and during the course of construction this schedule shall be updated and resubmitted as may be required by the Installation Commander/Garrison Commander.

29. All required notifications pertaining to U.S. Army military should be addressed to the Garrison Commander and the Director of Public Works.

B. Definitions As used above, the following items have the meanings indicated "Installation Commander/Garrison Commander*’: The Commanding Officer of a military installation, E.g., Fort Wainwnght, Fort Greely, Eielson Air Force Base.

B -5 253 2. “District Engineer”: The District Engineer, U.S. Army Engineer District, Alaska, Anchorage, Alaska

B-6 254 DEPARTMENT OF THE ARMY OFFICE OF THE CHIEF OF ENGINEERS WASHINGTON, D.C., November 23, 1973

Mr. DAVID E. LINDGREEN Deputy Solicitor Department of the Interior, Washington, D.C.

DEAR MR. LINDGREEN: By letter dated 14 November 1973 we furnished you certain provisions to be included in the right-of-way permit for the construction of the Trans-Alaska Pipeline. These provisions protect military interests where the pipeline right-of-way crosses or otherwise affects military installations.

In this letter we reserved the right to make reasonable modifications or changes from time to time. We are furnishing herewith a revision of Exhibit E which clarifies the intent of various paragraphs and eliminates certain paragraphs in which the provision is already adequately covered in the stipulations of the Final Environmental Impact Statement.

It is the intention of the Department of the Army and the Department of the Air Force to permit the construction, operation, maintenance, and termination of the Trans-Alaska Pipeline in a way that is compatible with both military operations and the Pipeline System, and that the necessary approvals requested by the Pipeline System will not be unreasonably withheld.

Sincerely, WOODROW BERGE Director of Real Estate.

Note—The “revision” referred to above in this letter was modified in certain respects before being incorporated into this Agreement and the Director of Real Estate, D.O.A., Office of Chief of Engineers, has been apprised of the modifications in all material respects.

B -7 DEPARTMENT OF THE ARMY OFFICE OF THE CHIEF OF ENGINEERS, Washington, D.C., November 14, 1973

MR. DAVID E. LINDGREEN Deputy Solicitor Department of the Interior Washington, D.C. DEAR MR. LINDGREEN: This refers to our DAEN-CWZ-W letter dated 9 November 1973 concerning review of your 20 July 1973 draft permit on the construction of the Trans- Alaska Pipeline. We indicated then that the permit should contain conditions to protect military interests where the pipeline right-of-way crosses or otherwise affects military installations.

We have prepared and are inclosing a set of such provisions to be incorporated in the draft permit as Exhibit E.

While these conditions are as accurate as we can foresee at this time, military exigencies and local circumstances may require that reasonable modifications or changes be made from time to time and the discretion to make such changes has been reserved in our proposed Exhibit E.

Sincerely, WOODROW BERGE Director of Real Estate.

B-8 Memorandum of Understanding WHEREAS, the United States of America, acting by and through the U.S. Army, Coips of Engineers (hereinafter called the “Corps of Engineers”), is developing the Chena River Lakes Project for the flood protection of the Fairbanks, Alaska area; and WHEREAS, the Alyeska Pipeline Service Company, as agent for and on behalf of the owners thereof, listed below, Amerada Hess Pipeline Corporation Arco Pipe Line Company BP Pipelines, Inc. Exxon Pipeline Company Mobil Alaska Pipeline Company Phillips Alaska Pipeline Corporation Sohio Pipe Line Company Union Alaska Pipeline Company (hereafter called the “Company”) has constructed the Trans-Alaska Pipeline over and across a part of the area which is required for the construction, maintenance and operation of the Chena River Lakes Project; and WHEREAS, the Trans-Alaska Pipeline across the Chena River Lakes Project area has been constructed so that it will not interfere with the operation, maintenance, or repair of the Project; and.

WHEREAS, the Chena River Lakes Project, upon its completion, will have been constructed in such a manner that the Corps of Engineers considers the integrity of the Trans- Alaska Pipeline will not be imperiled by Project operation or maintenance; and, WHEREAS, it is imperative that both of the parties hereto cooperate in the maintenance and operation of their respective facilities to avoid interference with each other; NOW, THEREFORE, it is agreed as follows: 1. Without consultation with the official of the United States in charge of the Project the facilities of the Company within the Chena River Lakes Project boundaries shall not be altered or modified, nor shall other facilities be constructed by the Company so as to interfere with the maintenance or operation of the Chena River Lakes Project, except any alteration or modification or facilities constructed by order of the Department of Interior.

- B 9 2. Any routine excavation work which the Company performs, or causes to be performed within the boundaries of said Project, shall be first coordinated with and shall have the approval of the official of the United States in cite of the Project, fj 3. Any excavation work which the Company performs, or causes to be performed within the boundaries of said project, which must be done on an emergency basis, may be performed after notification of the official (or such official's office) of the United States m charge of the Project; provided, the Company may proceed with emergency work as tong as attempt (sic) to notify have been or are being matte.

4. Any excavation work which the Corps of Engineers performs, or causes to be performed within that portion of the nght-of-way for the Trans-Alaska Pipeline which lies within the Chena River Lakes Project, shall be first coordinated with and have the approval of the official of said firm in charge of the involved section of the pipeline.

5. = Tlte Company recognizes that operation of the Project will result occasionally in ',• /yV ' ~ - jv- „*ÿ*" > ' • 'r‘ - , " : - 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 ?* 'I

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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.

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::: f i 4*5 j»rS 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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3 60 §I I||| |lj|ll1Silfe|l jilt Hit G B m cd i B m Pi||*|iiig|ii tfiLfjp 4sfflwwtei I that subeurfltos construction cannot be ACCOOI- roads, toother with vtp*nt* real HUM reaps b plishfd tothe satisfaction of the installation com- the erabt saiSc:ent survey information ut-rcomry rnandor, the Pipeline shall be relocated to an to verify legal descriptions is not soneamed on area or areas where burial » permiwibl*, or where the "a# built” drawings. surface const ruction can be authorised with* 1$. PermittoM shall install mainline valvw suffi¬ out interruption of the military minwon. Mode cient to control Oil flow in the vicinity of popu- of construction between the aforementioned sta¬ area*, emmunkion/exploeive and fuel stor¬ tions shall require rhe prior consent of the in* age areas atailation commander, ]*. Disruption of, or imarfcmico with the op* 19. Ktectr>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 <lor. 17* Pipeline shall cro« all existing in¬ adversely xffvct thu function of existing commtuti- tersecting pipelines, conduits, and cables with a .Mtion system*. In the event that physical obetruc- minimum clearance of twelve <121 inches. tlooa. such os tower* or buildings are to be erected 14. Maximum length of open trench or trenches os part of the Pipeline System, their positioning during construct ion of the Pipeline over and chall be such that they will not obstruct radiation across the subject land shall not exceed one (I) patterns of line-of-rite OMnnumication, navigation mile at sny given time without the prior approval aidsor other communications, electronic or metero- of the installation commander. Wgicol service*.

15. Suitable bridged crossings over open trenches fia Entry for construction and routine main- shall be provided and maintained where necessary tenone* upon installations or erodings of ntflity u> 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 <h*t «c*a*ive sag or accidental power line break- * ceres and maintenance roads as constructed to, age doe* not create a safety hazard upon, over and arrow miliiary-remtrolkd land* 22. In the event ttnexploded munitions are dia- to the installation commander within ninety (90) covered by Permittees during construction activ- days of the completion of construction within a fciesÿh. construction activities shall immediately rn.liurr S*p.r.l« I«U, **"• wipticM A.U b. wotW to Md. MU, U. IhM ,m. IWu™, ,toll notify ih, ik- >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<m cocnm*r**fT' ' sixty (3®5) days) of said completion of th* Pipe- 33. The Doited Stales reserve* to itrelf the right line and all permanent access and maintenance to construct, wee and maintain arrow, over and/or B-2 I M! *1

jilrifiim! j!i f ! ill ill 1 uy» J i 1! i II m ««itiha 5 tiÿpÿ fla i ji f| *ii f*«a li li* llfl HI if! Hi! f I nil llii jliil Ml ifi I IS It I *1* *1 I i! :j. }i JlHfiji ! 3 tmmt i,« Mil* iJiilili I iiiiHhiiiilHn flip ,s |jll|!{i tj Sr jji illlBIllllijllijlHj »s*'4U 3 l« Mil * 93 S" I i;

°alls I jI $H*S 111* 131 1 1 e1 s i Pipeline In a way that Is compatible with both military operations and the Pipeline System, and that the necessary approvals requested by the Pipeline System will not be unreasonably withheld.

Sincerely, WOODsow BESOE, Director of Real Estate.

— Non. The “revision” referred to above in this letter waa modified in certain respects before being Incorporated Into this Agreement and the Director of Beal Estate, D.O.A., Office of Chief of Engineers, has been apprised of the modifications In all material respects.

DerjjiTMgjcr or THE Aaarr, OmcE or THE CHUT or Esoimw, Washington, D.O., November H, 1973.

Mr. DAVID E. LnTDoatrr, Deputy Solicitor, Department of the Interior, Washington, D.O.

Daaa Ml Lnrooaaiv : This refers to our DAEN-CWZ-W letter dated 9 November 1973 concerning review of your 20 July 1973 draft permit on the contraction of the Trana-Alaska Pipeline. We indicated then that the permit should contain conditions to protect military Interests where the pipeline right-of-way crosses or otherwise affects military Installations.

We have prepared and are Inclosing a sat of such provisions to be Incorporated In the draft permit as Exhibit E.

While these conditions are as accurate as we can foresee at this time, military exigencies and local circumstances may require that reasonable modifications or changes be made from time to time and the discretion to make such changes has been reserved in our proposed Exhibit E.

Sincerely, Wooolow BESOE, Director of Real Estate.

B-4 266 |L C::;i ! mm % . k . *** I , : EXHIBIT I _ i Requirements of the Federal Power Commission !,"w .. _» ,i; $g; Ovl mi !y - wM

Relating to Power Sites W'W :: ¥> # : :

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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.

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, : atesandopid to establish its valid "' # * * $* "’>„ v \.ÿ *''''' '-4 "*'* £ ** % * u F. 9pmm of the Se onaaw m > «f" resources at the disposal of the Owner Entitle*, or ott „ ** !ÿ4i£J?KSS3feS»Jt£*» loranties a ••% *1DL i =

.# «*w m 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

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#• I «««r J% I EXHIBIT 0 V* ;X<| S' =•>:?.* o * * Stipulationsfor the Agreement and Grant of Right-of-Way 4* j||! .

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EXHIBIT D Stipulations for the Agreement and Grant of Right-of-Way for the Trans-Alaska Pipeline Table uf Content/?

1 GENERAL IW tl 1. S *•* ......

Authorised 0®«rr. ..... ....

Definition*.........

Responsibilities......

---- — — — .... v.... D-J r> s D-4

—— ----- ——--------- -------- 1.4 Cowmou Ajent I’enni(««i r**»« w»... I)-ft l. » Authority of R<pr«*mUtive* of Att«W>tU*d OWwMid Ccmmne Agswt; Ordwa I A Onlm and Notices .........

I. T Nuttce* To froceed... .------- * ------ - !

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 — -y~ :~r £2 i »a a*a»aaaa*o>aaM*a*«aaa<i . ZHB - SrS • r jef Conduct of Operations 1.22 Applicability of Stiptrlatinaa. - ... ....... JH* rv-io \ ENVIRONMENTAL —. ..................

EtYiWiuBWttl Hriefing. .. ..... ... ,» D-10 D-II ------ ____ --- -- * 1 D-il %4 ft 2.6 E7 Z8 Rrnnoa Clearing Control

Disturbance of Natural

------ It 0« Blghbof-Way Ttaffle.. ......................... - ---- Pish and ttiicUlfe Protection — Material Sittw...

___ ___ - ------- - — - .. - - .... ---- —— »•!:““ a* W1 D-12

D~13 Z 10 Aeatbvtica..... ,---

— — Z 11 Uar of Ex pi nni vfS............................ «h 12Restoration. ....... ....... ... ........ .. — — — ------ « .. ..... .. •«>o-v - D-» D-J4 &-W

..... % 13 Reporting of W pfeeharg**-. . VM««***9 0-14 Z 14 Contin««s»»y 0-14 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

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 D-2

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<xa»; Entity to control the Transferee’s or the Permit¬ (8) valves and other control device*, and tee’s management or policies. structures housing them ; 1.1.1.18. ‘‘Permittee” means any one of the Per¬ (4) monitoring and communications devices, mittees. and structures housing them ; 1J.1.19. “Permittees” means the Original Per¬ (5) Surge and storage tanks, and rolatnd con¬ mittees, or their respective successors or assigns tainment structures; bolding an undivided ownership interest in the (6) bridges; Right of -Way to the eatent sanctioned by the Sec¬ retary in accordance with the provisions of this (7) terminals, including associated buildings, Agreement. heliports, structures, yards, docks, and fences; 1.1.1.20. “Person” means a natural person. (8) a gas fuel line and electrical power lines 1.1.1.21. “Persons" means more than one Person. necessary to serve the Pipeline; 1.1.1.22. “Pipeline System" means all facilities (0) retaining walls, berms, dikes, ditches, located in Alaska used by Permittees in connec¬ cut# and fills, including hydraulic con¬ tion with the construction, operation, maintenance trol structures; or termination of the Pipeline. This includes, but is not limited to, the Pipeline, storage tanks, Ac¬ (10) storage buildings and structure*, and orn Roads, communications sites, airfields, con¬ areas for storage of supplira and struction camps, materials sites, bridges, construc¬ equipment; tion equipment and facilities at the origin station (11) administrative buildings; and at the Valdez terminal. This does not include (12) cathodic protection devices; facilities used in connection! with production of (18) mechanical refrigeration equipment; oil or gathering systems, nor does it include such IM things as urban administrative offices and similar (14) such other facilities as the Authorized facilities which arc only indirectly involved. Officer shall determine to be Related 1.1.1.23. “Preliminary Design" means the es¬ Facilities. tablishment of project criteria (i.e., construction, B. “Related Facilities” not authorized by this including design, and operational concepts} neces¬ Agreement include roads and airports: Authoriza¬ sary to deliiteate the project to be constructed. As tions for such Related Facilities shall be given by a minimum it includes the following: design cri¬ other instruments. teria and project concepts; evaluation of field data C. “Related Facilities" does not mean those used to establish the design criteria; drawings Structures, devices, improvements, sites,facilities showing functional and technical requirements; or areas, the use of which is temporary in nature reports of all test data compiled during the data such as those used only for construction purposes. collection and preliminary design evaluation; Among such are: temporary camps; temporary standard drawings (if applicable) or drawings to landing strips; temporary bridges ; temporary Ac- support structural design concepts of each typical ces* Roads; temporary communications sites; tem¬ facility o? structure; proposed Construction porary storage sites; disposal sites; and construc¬ Modes; outline project specifications; sample tion use areas.

D-3

1.1.1.25. "Secretary" means the Secretary of 1.2. Responsibilities the Interior of the United States, his delegate or 1.2.1. Except where the approval of the Author¬ lawful successor. ised Offirer is required before Permittees may 1.1.1.26. “Secretary of Labor" means the Sec¬ commence a particular operation, neither the retary of Labor of the United States, his delegate United States nor any of its agents or employees or lawful successor. agrees, or is in any way obligated, to examine or 1.1.1.27. “Subsidiary" means a Businas Entity, review any plan, design, specification, or other that may or may not be a Permittee; the manage¬ document which may be filed with the Author¬ ment and policies of which are controlled by a ised Officer by Permittees pursuant to these Parent directly or indirectly through one or more Stipulations. intermediaries. 1.2J2. The absence of any comment by the Au¬ thorized Officer or any other agent, or employee or 1.1.1.2*. "Transfer" means the passage of any contractor of the United State* with respect to right, title or interest in property (real, personal any plan, design, specification, or other document or mixed) by sale, grant, assignment, operation of which may be filed by Permittee* with the Au¬ law or otherwise, and whether voluntary or not thorized Officer shall not be deemed to represent, in 1.1.1.29. “Transferee" means any Person, Busi¬ any way whatever any assent to, approval of, or ness Entity or governmental or quasi -governmen¬ concurrence in such plan, design, specification, or tal body or authority in which there is, or there is other document or of any action proposed therein. proposed to be, vested any right, title, or interest 1.2.3. With regard to the construction, opera¬ of a Permittee in the Agreement or the Right-of- tion, maintenance and termination of the Pipe¬ Way pursuant to a Transfer. line System : (1) Permittees shall ensure full com¬ l.l.t-30. “Transferor" means any Permittee pliance with the provisions of this Agreement, that makes, or that seeks to make, a Tranafer of any including these Stipulations, by their agent*, em¬ right, title or interest in this Agreement, or the ployees and contractors (including subcontractors Rightof-Way. of any tier) , and the employees of each of them. (2) Unless clearly inapplicable, the requirements 1.1.2. Terms defined elsewhere in this Agree¬ ment: Term 1. Agreement _ 2. District Engineer... .1, B-3 and prohibitions imposed upon Permittees by these Stipulations are also imposed upon each Permittee's agents, employees, contractors, and subcontractors, and the employees of each of them. (3) Failure or refusal of a Permittee's agents, 3. Effective Date 1 4. Federal Lands 2 employees, contractors, subcontractors, or their 5. Fish Spawning Beds. D- 12 employees to comply with those Stipulations shall 6. Installation Commander.. B-3 be deemed to bo the failure or refusal of the Per¬ 7. Oil Spill Control D-14 mittee. (4) Eoch Permittee shall require its agents, 8. Operating Agreement 25 contractors and subcontractors to include these

12. Pipeline 13. Put-to-Bed ..

14. Right-of-Way ______ 9. Operational Design Level.

10. Original Permittees 11. Ownership Agreements..

. . - EM6 l D-9 Stipulations in all contracts and subcontracts which are mterod into by any of them, together with a provision that the othor contracting parly, together with its agents, employees, contractors and subcontractors, and the employees of each of them, shall likewise be bound to comply with these 15. Segregated Facilities 21

-- Stipulations.

16. Standard Project Flood.. D-17 1.2.4. Permittees shall make separate applica¬ 17. Standdown Period 16 tion, under applicable statutes and regulations, for 18. Stipulations 3 authorization to use or occupy Federal Lands in 19. Thaw Stable Sand and Gravel D-15 20. Use Charge 6 connection with the Pipeline System where the 21. Vessel 14 lands are not within the Right-of-Way granted 22. Waste . D-ll by this Agreement.

D-4

1.3. Authorized Officer termination of the Pipeline System at all time* L3JI. For purposes of information and review, during this Agreement. Such agent shall be a the Authorized Officer may call upon Permittees citizen of the United States, or if a corporation, at any time to furnish any or all data related to a domestic corporation. Such agent shall lx: a resi¬ construction, operation, maintenance and termin¬ dent of Alaska, or if a corporation, shall be duly ation activities undertaken in connection with the authorised to conduct business in Alaska. Permit¬ Pipeline Syrtcm. tees shall cause such agent to maintain in the City 1JL2. The Authorized Officer may require Per¬ of Anchorage, Alaska, at all times during this Agreement an office for the delivery of all docu¬ mittees to make such modification of the Pipeline System, without liability or expense to the United ments, orders, notices and other written communi¬ States, as he deems necessary to : protect or main¬ cations, as provided for in Stipulations 1.4.1. tain stability of geologic material*; protect or and 1.6. maintain integrity of the Pipeline System; pre¬ 1.4.3. In the event Permittees substitute a new common agent at any time, Permittees shall give vent serious and irreparable harm to the environ¬ ment (including but not limited to fish or wildlife prompt written notice to the Authorised Officer of such substitution, the name and office address in population!, or their habitats) ; or remove hazards Anchorage, Alaska, of the new agent, and a copy to public health and safety. of Permittees' agreement with the new agent. The U. Common Agent of Permittees United States shall be entitled to rely on each 1.4.1. Permittees, and each of them, have ap¬ appointment until such time as a notice of the pointed Alyeska Pipeline Service Company as substitution of a new common agent takes effect. their common agent to design and construct the Kach such notion shall not take effect until two Pipeline System under and pursuant to an agree¬ (2) full working day* after (and not including) ment entitled “Agreement for the Design and the date that, it was received by the Authorized Construction of the Trans Alaska Pipeline Sys¬ Officer. tem,” dated August 27,1270, and intend to appoint LU, Upon the Transfer by any Permittee of Alycaka Pipeline Service Company as their com¬ any right, title or interest of Permittee in the mon agent to operate, maintain and terminate the Kight-of-Wuy or this Agreement, the Transferee Pipeline System under and generally pursuant to shall promptly execute and deliver to the Au¬ an Operating Agreement referred to in Section thorized Officer such documents as may be re- 6.1 of the “Trans Alaska Pipeline System Agree¬ squired to evidence the Transferee's appointment ment,” dated August 27, 1270. A Power of At¬ and ratification of the then-acting common agent. torney has been tiled with the Department of the 1.5. Authority of Representative* of Author¬ Interior by each Permittee appointing Aly«kn ized Officer and Common Agent; Order* of Pipeline Service Company the true and lawful Authorized Officer. agent and attorney-in-fact on behalf of each Per¬ 1.5.1. No order or notice given to Permittee*} on mittee with full power and authority to execute behalf of the Secretary by the* Authorized Officer and deliver any and all instruments in connection or any other Person shall be effective as to Per¬ with the design, construction, or operation of the mittees unless prior written notice of the delega¬ Pipeline System. Within the scope of such contrac¬ tion of authority to issue, such order or notice has tual authority, such agent shall represent Permit¬ been given to Permittees in the manner provided tees, and each of them, with respect to this Agree¬ in Stipulation 1.6. ment. Such agent is and shall be empowered on 1JS.2. Permittees shall comply with each and behalf of Permittees, and each of them, to accept every lawful order directed U> 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

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 D-6

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 D-7

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

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- D-9

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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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.

D-ll

£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

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 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

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

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 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

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

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

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

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

EXHIBIT E COOPERATIVE AGREEMENT between UNITED STATES DEPARTMENT OF THE INTERIOR and STATE OF ALASKA regarding the PROPOSED TRANS-ALASKA PIPELINE

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 E-l

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 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 E-2 (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

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.

E-4

{. 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- E-ÿ5

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.

E-6

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

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¬ 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-<l Contractors and subcontractors the Highway or Airports, Contractor encounters (except where tl e proposed Contractors or sub¬ known or previously unknown paleontological. contract- .ra hnve submitted identical certifications archeological, or historical sited, Contractor shall for spec lie time periods) : “NOTICE TO PRO¬ immediately notify the Federal Authorized Offi¬ SPECTIVE CONTRACTORS ANDSUBCON- cer and the State Pipeline Coordinator and said TRAOT IRS OK REQUIREMENT FOR CER- archeologist. Contractor’s orrheologift shall in¬ TIFICA TION OF NON-SEGREGATED FA- vestigate and provide an on-the-ground opinion CIL.ITIKS." A Certification of Nonwgregated regarding the protective measure* to be under¬ Facilities, a* required by the order (32 F-R. 74.?®, taken by Contractor. The Federal Authorised May 19, 1967) « F.limination of Segregated Fa¬ Officer may suspend that portion of Contractor's cilities, by the Secretary of Labor, mutt be sub¬ operations necessary to preserve evidence pending mitted pi ior to the award of a contract or subcon¬ investigation of the site. tract exe ediug el 0,000 which is not exempt from Six (6) copies of all survey and excavation re¬ the provi ions of the equal opportunity clause. The ports shall be filed with the Federal Authorized certifies! on m*ti be submitted cither for each con¬ Officer and the State Pipeline Coordinator. tract and KUIH-OI tract or for all contracts and sub¬ 3.5. Termination of Uae contracts during a jwriod (i.a, quarterly, semi¬ Upon termination of use of any part of the annually, or annually ). Highway or Airport*, Contractor shall remove all improvements and equipment, excejit a* otherwise 3-2. Liabilities and Responsibilities of Con¬ tractor approved in writing by the State. Pipeline Coor¬ dinator os to the Highway, and the Federal Au¬ Contract *r a) all abate any condition existing thorized Officer as to the Airport*, and shall re¬ with re*!* • to the construction of the Highway - or Airfiort that causes or threaten* to cause seri¬ ous and irreipai.ihle harm or damage to any per¬ store the land to a condition that is satisfactory to them. The satisfaction of the State Pipeline Coordinator and Federal Authorized Officer shall ron, structure, property, land, fish and wildlife and be stated in writing. their habti its, or other resource. Any State or All Aeow» Roads shall be "put-to bed” by Con¬ Federal pi iperty and fish and wildlife habitat tractor upon completion of their use unless other¬ harmed oi Innmged by the Contractor in connec¬ wise directed by the Federal Authorized Officer. tion with tl cremst ruction of the Highway or Air¬ *Put-to-bod" is used herein to mean that such bus. rega- lie s of fault, shall be reconstructed, roads shall 1* left in such ctabilizcd condition that repaired a; I r habilitated by the. Contractor to erosion will 1)* minimized through the use of ade¬ the writtm -*t:. ‘faction of the State Pipeline Co¬ quately designed and constructed woterbara, re- ordinator. i ml rector shall be liable in accordance vegetation, and chemical surface control ; that cul¬ with appli hie law* for loss or damage to prop¬ verts and hridgm shall be removed by Contractor erty of othei* w for bodily injurie* to or the death in a manner mtisfactory to the Federal Author- E-8

ized Officer; and that such roads shall be closed to pression of fires. Use of open fi> 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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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 E-U

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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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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