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EXHIBIT 10.6
Pages where confidential treatment has been requested are marked "Confidential
Treatment Requested." The redacted material has been separately filed with the
Commission, and the appropriate place and in the margin with a star (*).
RAW AND FINISHED PRODUCTS PURCHASE
AND SALE AGREEMENT
This Raw and Finished Products Purchase and Sale Agreement (the
"Agreement") is made and entered into effective as of January 1, 2002 (the
"Effective Date") by and between Dynegy Liquids Marketing and Trade ("DLMT"), as
"Purchaser," and Dynegy Midstream Services, Limited Partnership ("DMSLP"), as
"Seller". DLMT and DMSLP may sometimes be referred to herein collectively as the
"Parties" and individually as a "Party".
1. AGREEMENT - DMSLP agrees to sell to DLMT and deliver or cause to be
delivered to DLMT or its designee and DLMT agrees to purchase all of
DMSLP's right, title and interest in and to the Raw Product and Finished
Products (as such terms are defined hereinafter) meeting the
specifications set forth in Exhibit "B" and owned and/or controlled by
DMSLP and produced at the gas processing and/or fractionation plants
listed in Exhibits "A-1 and A-2" hereto (the "Plants"), including any
future increases in any such Raw Product and Finished Products owned
and/or controlled by DMSLP at such Plants. In addition to the foregoing,
DMSLP hereby grants unto DLMT the right, but not the obligation, to
purchase Raw Product and Finished Products owned and/or controlled by
DMSLP produced at any gas processing and/or fractionation plants
acquired by DMSLP in the future and any Raw Product and Finished
Products owned and/or controlled by DMSLP wherever produced acquired by
DMSLP in the future, including, without limitation, fractionation
facilities owned by third Parties (collectively, "Future Products") that
is not otherwise subject to an existing Raw Product Sales Agreement or
Finished Products Sales Agreement at the time such gas processing and/or
fractionation plant and/or Raw Product and/or Finished Products are
acquired by DMSLP ("Third Party Agreement"). In the event any such Third
Party Agreement should terminate or expire, DLMT shall have the right,
but not the obligation, to purchase such Raw Product and/or Finished
Products from DMSLP effective upon termination of any such Third Party
Agreement(s) ("Future Expiring Products"). In order to exercise the
right to purchase any Future Products and/or Future Expiring Products,
DMSLP shall notify DLMT in writing that (i) it will be acquiring or has
acquired (1) a gas processing or fractionation plant from which Raw
Product and/or Finished Products may be purchased and/or (2) Raw Product
and/or Finished Products, if such Raw Product and/or Finished Products
produced at such plant or fractionator or otherwise acquired by DMSLP is
not then subject to a Third Party Agreement (the "Acquisition Notice"),
and/or (ii) that a Third Party Agreement is or has expired or will be
expiring (the "Expiration Notice"), in which event, DLMT shall have
fifteen (15) days from its receipt of the Acquisition Notice or the
Expiration Notice, as applicable, to notify DMSLP in writing as to
whether or not it will exercise its option to purchase such Future
Products and/or Future Expiring Products, as applicable. Any Future
Products and/or Future Expiring Products in which DLMT has exercised its
option to purchase, shall be purchased by DLMT from DMSLP pursuant to,
and shall be governed by, the terms and provisions of this
Agreement, except that, DLMT and
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DMSLP shall mutually agree on the pricing provisions and Delivery Point
applicable thereto. The Raw Product and Finished Products sold and
purchased hereunder shall be delivered to DLMT at the Delivery Point as
listed in Exhibit "A" hereto.
Notwithstanding the foregoing, with respect to Future Products, the
option granted herein to DLMT to purchase such Future Products shall
expire in the event DMSLP's ultimate parent company, Dynegy Inc.,
directly or indirectly ceases to own a majority ownership interest in
DMSLP.
2. TERM - This Agreement shall commence as of the Effective Date set forth
above and shall continue for a period of twenty years, ending on the
last day of January, 2022 (the "Primary Term"), and shall continue from
year to year thereafter unless terminated by either Party hereto by
sending written notice to the other Party at least ninety (90) days
prior to the end of the Primary Term or any yearly anniversary
thereafter.
3. DEFINITIONS - As used in this Agreement and the Exhibits attached
hereto, the following terms shall be given the following meanings:
"Acquisition Notice" shall have the meaning ascribed to such terms as
set forth in Section 1 above.
"Affiliate" shall mean any Person that directly or indirectly through
one or more intermediaries, Controls or is controlled by or is under
common control with the Person specified.
"Business Day" shall mean a day on which Federal Reserve member banks in
Houston, Texas are open for business.
"Control" (including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a
Person, whether through ownership, by contract, or otherwise. Any Person
shall be deemed to be an Affiliate of any specified Person if such
Person owns fifty percent (50%) or more of the voting securities of the
specified Person, if the specified Person owns fifty percent (50%) or
more of the voting securities of such Person, or if fifty percent (50%)
or more of the voting securities of the specified Person and such Person
are under common control.
"Expiration Notice" shall have the meaning ascribed to such terms as set
forth in Section 1 above.
"Finished Product" shall mean liquid hydrocarbons fractionated from Raw
Product, including, but not limited to, Propane, Normal Butane,
Isobutane, Natural Gasoline and Ethane.
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"Future Expiring Products" shall have the meaning ascribed to such terms
as set forth in Section 1 above.
"Future Products" shall have the meaning ascribed to such terms as set
forth in Section 1 above.
"Losses" shall have the meaning ascribed to such terms as set forth in
Section 11 below.
"Netback Price" shall mean the price obtained by DLMT in a sale of Raw
Product and/or Finished Products, less Transportation Costs and/or T&F
Costs that are reasonably incurred in connection therewith.
"NGL Component" shall mean each of the five individual hydrocarbon
constituents contained in the Raw Product including ethane, propane,
isobutane, normal butane, and natural gasoline.
"Offspec Products" shall have the meaning ascribed to such terms as set
forth in Section 11 below.
"Person" shall mean any individual, corporation, Partnership, limited
liability company, association, joint venture, trust, or other
organization of any nature or kind.
"Raw Product" shall mean a mixture of liquid hydrocarbons extracted in a
gas processing Plant meeting the specifications set forth on Exhibit "B"
hereto.
"Taxes" shall mean any and all ad valorem, property, occupation,
severance, production, extraction, first use, conservation, Btu or
energy, gathering, transport, pipeline, utility, gross receipts, gas or
oil revenue, gas or oil import, privilege, sales, use, consumption,
excise, lease, transaction, environmental, and other taxes, governmental
charges, duties, licenses, fees, permits, and assessments.
"Third Party Agreement" shall have the meaning ascribed to such terms as
set forth in Section 1 above.
"T&F Costs" shall mean all Transportation Costs and the costs and
expenses incurred in connection with the receipt and fractionation of
Raw Product received by DLMT from DMSLP or that would have been incurred
if fractionated, including any loss allowance imposed at the applicable
fractionator. For the first five years during the term of this
Agreement, the fractionation portion of the T&F Costs shall be a per
Gallon fractionation fee calculated on a calendar quarter basis as
follows:
* Y-Grade Fee = [REDACTED]
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and
* Back-End-Fee = [REDACTED]
Where:
FUEL = The fuel cost (in $/MMBtu) equivalent to the Houston Ship
Channel Index of INSIDE FERC'S GAS MARKET REPORT, for
natural gas (large packages) for the preceding calendar
* quarter plus [REDACTED] per MMBTU.
ELEC = The combined average cost of purchased electricity (in
CENTS/KWH) at the Fractionator for the preceding
calendar quarter.
CPIU = The combined average Consumer Price Index, as published
by the United States Department of Labor, for the
preceding calendar quarter.
Either Party shall have the right to initiate a renegotiation of
either or both of the above fees and fee formulas to be effective on
* any or each of the [REDACTED] of the Effective Date (the "Price
Change Dates") by giving the other Party at least ninety (90) Days
and no more than one hundred fifty (150) Days notice prior to any of
the Price Change Dates. Such negotiations shall commence immediately
upon the date of receipt of such notice by the other Party and
continue for at least sixty (60) Days thereafter (the "Negotiation
Period"). During the Negotiation Period, each Party shall submit to
the other Party one or more written offers for the new fee or fees.
If the Parties are unable to agree to the new fee or fees by the end
of the Negotiation Period, either Party shall have the right to have
the new fee or fees re-determined in accordance with the alternative
dispute resolution procedures set forth in Section 23 hereinafter,
provided that if the matter is submitted for arbitration, the
arbitrator's choice shall be based on a determination of which of the
Parties' final offers most closely approximates the then current fair
market rate for the fractionation and other services provided by or
on behalf of DLMT to DMSLP, based on a five Year term for volumes and
composition of Raw Product similar to that then being tendered
hereunder by DMSLP, and with the market area for comparison being the
Mont Belvieu Area.
"Transportation Costs" shall mean all costs and expenses reasonably
incurred in connection with the transportation of Raw Product and/or
Finished Products hereunder, including, without limitation, pipeline,
rail car, barges, and truck costs, product losses that occur during
transportation for reasons other than the negligence or willful
misconduct of DLMT and all costs and expenses reasonably incurred in
loading, unloading, transporting, terminalling, storing (if required),
and handling such Raw Product and/or Finished Products. With respect
to barges, trucks and any other modes of transportation owned by DLMT,
the applicable Transportation Costs shall not exceed the
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fair market value of the use of such modes of transportation in
transporting Raw Products and/or Finished Products hereunder. In those
situations when it is necessary to transport Raw Product and/or Finished
Products by truck or rail cars to a pipeline receipt point, such costs
shall be included as part of the Transportation Costs. It is understood
and agreed that Transportation Costs shall not include any portion of
DLMT's general and administrative costs and expenses.
4. PRICING - Except as otherwise provided in this Agreement, the price paid
by DLMT to DMSLP for the Raw Product and Finished Products purchased
hereunder shall be the prices as set forth in Exhibit "A-1" hereto, with
respect to Raw Product, and Exhibit A-2 with respect to Finished
Products, or, with respect to Future Products or Future Expiring
Products, as mutually agreed to by DMSLP and DLMT.
5. INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by DMSLP and
transmitted to the DLMT as soon as reasonably possible during the month
following the Delivery Month. Unless otherwise agreed to by the Parties,
payment is due within ten (10) days after receipt of invoice by wire
transfer of same day available funds. Payments shall be made to the
account specified in the applicable invoice. If payment is not made
within the specified time, then, with respect to any undisputed amounts
that may be owed to DMSLP by DLMT, DMSLP may (i) offset all or any
portion of the unpaid balance against monies owed to DMSLP by DLMT under
this Agreement or any other agreement between the Parties, (ii) apply
any prepayments made by DLMT to DMSLP against any amounts that are owed
to DMSLP by DLMT, and/or (iii) charge interest on any portion of the
unpaid balance not offset under (i) above at the lesser of one and
one-half percent (1 1/2%) per month or the highest rate permitted by
Texas law and DMSLP shall be entitled to recover its reasonable and
necessary costs of collection, including reasonable attorney's fees. In
addition to DMSLP's right to offset and/or charge interest on late
payments, if payment is not made within the specified time, then, with
respect to any undisputed amounts owed to DMSLP by DLMT, DMSLP, at its
sole option, may (i) suspend deliveries to DLMT until all previous
deliveries to DLMT have been paid in full, (ii) place DLMT on a cash
delivery basis, or (iii) terminate this Agreement or any portion hereof
forthwith and without notice. Such suspension or termination shall be
without prejudice to any other rights that DMSLP may have.
6. REPRESENTATIONS AND WARRANTIES -
A. DMSLP represents and warrants to DLMT that:
1. DMSLP has clear title to and/or the right to sell to DLMT
the Raw Product and Finished Products delivered hereunder
and the right to deliver same, and AGREES TO INDEMNIFY,
DEFEND AND HOLD DLMT HARMLESS FROM AND AGAINST ANY LOSS,
CLAIM OR DEMAND BY REASON OF ANY FAILURE OF SUCH TITLE OR
BREACH OF THIS WARRANTY; and
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2. Raw Product and Finished Products delivered hereunder shall
be delivered in full compliance with all applicable federal
and state laws, rules and regulations and all Presidential
Proclamations which may be applicable thereto.
B. DLMT represents and warrants to the DMSLP that Raw Product and
Finished Products received hereunder shall be received in full
compliance with all applicable federal and state laws, rules and
regulations and all Presidential Proclamations which may be
applicable thereto.
7. NOMINATIONS -
A. On or prior to the first day of the Month in which Raw Product
and/or Finished Products are to be delivered by or on behalf of
DMSLP to DLMT hereunder (the "Delivery Month"), DMSLP shall
nominate in writing or by e-mail to DLMT (i) the total volumes of
Raw Product and each Finished Product DMSLP expects to deliver to
DLMT at each Delivery Point during the Delivery Month and (ii) an
estimate of each NGL Component contained in such Raw Product to
be sold by DMSLP to DLMT at each applicable Delivery Point during
the Delivery Month (collectively, the "Initial Nomination"). On
or prior to the fifth Business Day of the Delivery Month, if
needed by changes in circumstances, DMSLP shall have the right to
change the volumes and/or its estimate of each NGL Component
contained in Raw Product to be delivered to DLMT during the
Delivery Month made in its Initial Nomination (the "Nominated
Volumes"). If such a change is not needed to be made based on
changes in circumstances or DMSLP fails to make any such needed
changes in its Initial Nomination within the required time
period, such Initial Nomination shall be deemed to be the
Nominated Volumes.
B. If the actual volume of NGL Components contained in the Raw
Product and the volume of each Finished Product delivered to DLMT
* during a Particular Delivery Month is more than [REDACTED] of the
Nominated Volumes applicable for such Delivery Month at the
applicable Delivery Point, the volumes purchased by DLMT in
* excess of [REDACTED] of the Nominated Volumes shall be purchased
* by DLMT at the [REDACTED] of (i) the price as set forth in
Exhibit "A" hereto, (ii) the price as set forth in Exhibit "A"
hereto, except that instead of calculating the price based on
* [REDACTED] as quoted by OPIS [REDACTED], the [REDACTED] quoted by
* OPIS [REDACTED] shall be utilized to calculate the applicable
prices, or (iii) the price as set forth in Exhibit "A" hereto,
* except that instead of calculating the price based on [REDACTED]
* as quoted by OPIS [REDACTED] as quoted by OPIS for [REDACTED]
shall be utilized. In making the price calculations as set forth
in (i), (ii) and (iii) above, the deductions applicable thereto
(differential, transportation and fractionation charges and
marketing fee, if applicable) as set forth in Exhibit "A" hereto
shall also apply.
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C. If the actual volume of Raw Product and the NGL Components
contained therein and each Finished Product delivered to DLMT
* during a Particular Delivery Month is less than [REDACTED] of the
Nominated Volumes applicable for such Delivery Month, a penalty
shall be paid by DMSLP to DLMT calculated in accordance with the
following formula:
* Penalty = [REDACTED]
Where: NM = Nominated Volumes
AV = Actual volumes of Raw Product and Finished
Products sold and delivered to DLMT during the
delivery Month
* HV = The [REDACTED] of: (i) the price as set forth
in Exhibit "A" hereto, (ii) the price as set forth
in Exhibit "A" hereto, except that instead of
* calculating the price based on [REDACTED] as
* quoted by OPIS [REDACTED] quoted by OPIS
* [REDACTED] shall be utilized, or (iii) the price
as set forth in Exhibit "A" hereto, except that
instead of calculating the price based on
* [REDACTED] as quoted by OPIS [REDACTED] as quoted
* by OPIS for [REDACTED] shall be utilized. In
making the price calculations as set forth in (i),
(ii) and (iii) above, the deductions applicable
thereto (differential, transportation and
fractionation charges and marketing fee, if
applicable) as set forth in Exhibit "A" hereto
shall also apply.
CP = The price payable by DLMT to DMSLP for the portion
of the Nominated Volumes actually sold and
delivered by DMSLP to DLMT during the Delivery
Month.
It is understood and agreed that if HV minus CP is zero or a
negative number, no penalty shall be payable by DMSLP to DLMT.
D. Notwithstanding the provisions of Paragraph C above, with respect
to any sales of Finished Products by DMSLP to DLMT where the
price paid to DLMT is based on a Netback Price, the Penalty
provisions set forth in Paragraph C above shall not apply.
Instead, DMSLP agrees to compensate DLMT for any economic harm
suffered by DLMT as a result DMSLP's and/or its agents' failure
to deliver to DLMT the Nominated Volumes. It is understood and
agreed that such economic harm, if any, shall never be greater
than the Penalty set for in Paragraph C above.
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E. DLMT agrees that it will accept delivery of Raw Product and/or
Finished Product within a reasonable period of time after such
Finished Product is made available to it by DMSLP or its agents.
8. TAKE-IN KIND RIGHTS - The Parties hereto acknowledge that there are
certain situations where for some reason, such as the small amount of
volumes involved, it may not be reasonable for DMSLP to take Raw Product
and/or Finished Products in kind but instead allow the operator of the
applicable Plant or facility to market same on DMSLP's behalf. DMSLP and
DLMT agree to consult with each other prior to DMSLP's making any such
elections and if DLMT desires to market such Raw Product and/or Finished
Products, DMSLP shall use all reasonable, good faith efforts to exercise
any rights that it may have to take such Raw Product and/or Finished
Products in kind. In such event, such Raw Product and/or Finished
Products shall be subject to this Agreement. If DLMT does not desire to
market such Raw Product and/or Finished Products or, if after making
reasonable, good faith efforts to take same in kind, DMSLP is not
allowed to do so, such Raw Product and/or Finished Product shall not be
subject to this Agreement, for as long as the then current election
and/or prohibition continues. The provisions of this Section 8 shall not
apply to any Plants where DMSLP, as of the Effective Date of this
Agreement, elected not to take Raw Product and/or Finished Products in
kind. Upon cancellation and/or termination of any such existing
elections, the provisions of this Section 8 shall then apply.
9. DELIVERY - Delivery shall be deemed to have been completed:
A. To tank cars when the carrier accepts the same for shipment;
B. To pipelines when the Raw Product and each Finished Product has
passed the downstream flange of the meter metering the Raw
Product and each Finished Product for delivery;
C. To tank trucks when Raw Product and each Finished Product has
passed DMSLP's and/or its agent's loading equipment for open
hatch deliveries and when Raw Product and each Finished Product
enters the tank truck's loading equipment for all other
deliveries.
D. In storage, when DLMT is notified by the storage operator as to
the volumes of Raw Product and/or Finished Product it has been
credited.
E. Into ships or barges, when Raw Product and/or Finished Product
has passed the vessel's loading flange.
F. When by an in-line Product transfer, delivery shall be deemed to
have been completed upon execution of the order by the pipeline
carrier.
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10. PASSAGE OF TITLE - Title to and risk of loss associated with Raw Product
and Finished Products shall pass from DMSLP to DLMT upon completion of
delivery, as provided for in Section 7, DELIVERY, of this Agreement.
Notwithstanding the foregoing, title to, and risk of loss associated
with Raw Product and Finished Products which fails to meet the required
specifications shall remain with DMSLP. It is understood and agreed that
DLMT shall not be responsible for any adjustments resulting from any
prior period allocation or other accounting changes performed by or on
behalf of DMSLP and shall not be responsible for returning any Raw
Product or Finished Products delivered to it by or on behalf of DMSLP.
Once Raw Product and Finished Products are delivered to DLMT, any
subsequent allocation or accounting changes shall in no way effect
DLMT's title to the Raw Product and Finished Products delivered to it
hereunder, it being understood and agreed that, in such event, DMSLP
shall be required to resolve any such adjustments with the Parties
entitled thereto without involving DLMT whatsoever.
11. MEASUREMENT - Measurement shall be done in the manner customarily
utilized at the Delivery Point in accordance with one of the following
alternatives.
A. On all deliveries into/out of tank cars, the quantity shall be
determined by official tank car capacity tables, meters with no
vapor return, or by weighing, in accordance with GPA Publication
8162, 8173 and all revisions thereof, or based on the volumes and
NGL Components measured at the injection point into a pipeline,
if such Raw Product and Finished Products is transported by truck
to such injection point after being delivered to DLMT.
B. On all deliveries into/out of transport and tank truck equipment,
quantities shall be determined by meter with no vapor return,
slip tube, rotary gauging device or weighing, in accordance with
GPA Publication 8162, all appropriate GPA and API standards and
all revisions thereof.
C. On all deliveries into/out of pipelines, quantity shall be
determined by turbine or positive displacement pipeline meter in
accordance with API Manual of Petroleum Measurement Standards.
D. On all deliveries into/out of ships or barges, quantity shall be
determined by hand gauging and record static shore tank
measurements, unless otherwise agreed.
E. Any turbine or positive displacement meters used for quantity
determinations shall not allow for vapor return.
F. All quantities shall be corrected to 60 degrees Fahrenheit and
equilibrium vapor pressure of the Raw Product and Finished
Products at 60 degrees Fahrenheit.
G. Volume and compressibility correction factors shall be determined
from referenced API tables or computer programs used to generate
these tables.
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12. QUALITY - All Raw Product and Finished Products delivered under this
Agreement shall meet the specifications set forth in Exhibit "B" to this
Agreement and shall not contain any deleterious substances or
concentrations of any contaminants that may make such Raw Product or
Finished Products commercially unacceptable in general industry
application.
13. OFF SPEC RAW PRODUCT AND/OR FINISHED PRODUCTS - In the event any of
DMSLP's Raw Product or Finished Products are contaminated or otherwise
fails to conform to the required specifications ("Offspec Products"),
either Party shall notify the other Party of any such failure, and DMSLP
immediately shall undertake and diligently pursue such acts as may be
necessary to correct such failure so as to deliver Raw Product and
Finished Products conforming to the required specifications; but nothing
contained in this Section or any other Part of this Agreement shall be
construed to affect DLMT's right, at any time and from time to time, to
reject any Raw Product and/or Finished Products not conforming to said
specifications and to refuse or suspend receipt until it is established
to DLMT's reasonable satisfaction that subsequent deliveries of Raw
Product and Finished Products will conform to said specifications. If it
is subsequently determined that DLMT unknowingly accepted Offspec
Products, the Parties hereto will mutually agree upon a discounted price
for such Offspec Product to reflect (i) its diminution in value, if any,
from Raw Product and Finished Products meeting the required
specifications hereof or (ii) the cost incurred by DLMT in handling such
Offspec Products. DMSLP AGREES TO INDEMNIFY AND HOLD HARMLESS DLMT, ITS
AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
AND CONTRACTORS, FROM ALL ACTUAL LOSSES, COSTS, EXPENSES, CLAIMS
(INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR PROPERTY DAMAGE
CLAIMS), DAMAGES, AND CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES AND COSTS OF COURT (COLLECTIVELY, THE
"LOSSES") INCURRED BY DLMT, SUCH PERSONS, OR SUCH AFFILIATES ARISING OUT
OF, OR IN ANY WAY ASSOCIATED WITH, THE DELIVERY TO DLMT OF OFF-SPEC RP
WHICH IS UNKNOWLINGLY ACCEPTED BY DLMT.
14. INSPECTION - Each Party shall be entitled to have its representatives
present during all loadings, unloadings, tests and measurements
involving delivery of Raw Product and Finished Products under this
Agreement. Either Party may secure an independent, certified outside
inspector(s) to perform gauging, sampling, and testing, in which event
such inspector's determinations shall be conclusive and binding on the
Parties. Payments for such outside inspector's services will be shared
equally among the Parties unless some other arrangement for payment is
mutually agreed upon.
15. TANK CARS - If DLMT's tank cars are used and they are not unloaded and
returned to the railroad within five (5) days of arrival, to the extent
such delay is not caused by DLMT, DMSLP shall be liable to DLMT for
* rental at the rate of (i) [REDACTED] for
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each day or fraction thereof in excess of five (5) days or (ii) the
* [REDACTED], whichever is [REDACTED]. Tank cars shall not be diverted
without DLMT's prior written consent.
16. FORCE MAJEURE - If either Party is rendered unable, wholly or in Part,
to perform its obligations under this Agreement (other than to make
payments due hereunder) due to force majeure, defined herein as any
cause or causes beyond the control of the Party affected, then upon the
affected Party giving prompt notice and full Particulars of such force
majeure to the other Party, the obligations of the Parties hereunder,
only so far as affected by such force majeure, shall be suspended for
the duration of such inability to perform, but for no longer period, and
such cause shall, so far as possible, be remedied with all reasonable
dispatch. Notwithstanding the foregoing, it is understood and agreed
that the settlement of strikes or lockouts shall be entirely within the
discretion of the Party having the difficulty, and that the above
requirement that any force majeure shall be remedied with all reasonable
dispatch shall not require the settlement of strikes or lockouts by
acceding to the demands of the opposing Party when such course is
inadvisable in the discretion of the Party having the difficulty.
17. INDEMNITIES -
A. DMSLP AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW AND
REGARDLESS OF THE PRESENCE OR ABSENCE OF INSURANCE, TO DEFEND,
INDEMNIFY AND HOLD DLMT, ITS DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTION, COSTS AND EXPENSES (INCLUDING COURT COSTS, ANY COST OR
EXPENSE OF INCIDENT INVESTIGATION AND REASONABLE ATTORNEY'S
FEES,) OR ANY LIABILITY ARISING FROM OR ON ACCOUNT OF INJURY,
DEATH OR DAMAGE WHICH OCCUR BEFORE OR AT THE TIME OF DELIVERY OF
RAW PRODUCT AND FINISHED PRODUCTS TO DLMT UNDER THIS AGREEMENT
AND ARISE IN CONNECTION WITH DMSLP'S OR ITS REPRESENTATIVE'S OR
AGENT'S OPERATIONS, LOADING, TRANSPORTATION, STORAGE, OR HANDLING
OF RAW PRODUCT AND FINISHED PRODUCTS COVERED BY THIS AGREEMENT;
PROVIDED, HOWEVER, DMSLP'S INDEMNITY OBLIGATION SHALL ONLY APPLY
TO THE EXTENT OF DMSLP'S NEGLIGENCE.
B. DLMT AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW AND
REGARDLESS OF THE PRESENCE OR ABSENCE OF INSURANCE, TO DEFEND,
INDEMNIFY AND HOLD DMSLP, ITS DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES
OF ACTION,
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COSTS AND EXPENSES (INCLUDING COURT COSTS, ANY COST OR EXPENSE OF
INCIDENT INVESTIGATION AND REASONABLE ATTORNEY'S FEES,) OR ANY
LIABILITY ARISING FROM OR ON ACCOUNT OF INJURY, DEATH OR DAMAGE
WHICH OCCUR AFTER COMPLETION OF DELIVERY OF RAW PRODUCT AND
FINISHED PRODUCTS TO DLMT UNDER THIS AGREEMENT AND ARISE IN
CONNECTION WITH PURCHAER'S TRANSPORTATION, STORAGE, OR HANDLING
OF RAW PRODUCT AND FINISHED PRODUCTS COVERED BY THIS AGREEMENT;
PROVIDED, HOWEVER, DLMT'S INDEMNITY OBLIGATION SHALL ONLY APPLY
TO THE EXTENT OF DLMT'S NEGLIGENCE.
18. NOTICE - Any notice, claim, demand or other correspondence hereunder
shall be in writing and shall be delivered personally, by mail or by
facsimile transmission to the Party's address set forth in the
Agreement, unless changed by notice. Such notice, claim, demand or
correspondence shall be deemed to have been given on the date of the
delivery thereof to the Party receiving such notice.
19. AUDIT - For a period of twenty four (24) months from the date of any
statement or invoice, each Party and its duly authorized representatives
shall have access to the accounting records and other documents
maintained by the other Party which relate to the Raw Product and
Finished Products being delivered under this Agreement and any other
matters covered by this Agreement and shall have the right to audit such
records and other documents once a year in the offices of the Party to
be audited at any reasonable time or times upon at least forty five (45)
days prior written notice. Neither Party shall make claim on the other
for any adjustment after a period of twenty-four (24) months elapses
from the date of any statement or invoice.
20. TAXES - DMSLP shall be responsible for any royalties, overriding
royalties, and other payments due or to become due on the hydrocarbons
which are subject to this Agreement. DMSLP shall be liable for and shall
pay, or cause to be paid, or reimburse DLMT, if DLMT has paid, all Taxes
applicable to the Raw Product and Finished Products sold hereunder
upstream of the Point(s) of Delivery. If DLMT is required to remit such
Tax, the amount thereof shall be deducted from any sums becoming due to
DMSLP hereunder and shall be itemized on the statement provided by DLMT
in accordance with each Exhibit "A". DLMT shall be liable for and shall
pay, cause to be paid, or reimburse DMSLP, if DMSLP has paid, all Taxes
applicable to the sale and/or delivery Raw Product and Finished Products
hereunder at and downstream of the Delivery Point including any Taxes
imposed or collected by a taxing authority with jurisdiction over DLMT,
provided, however, when laws, ordinances or regulations permit or impose
upon DMSLP the obligation to collect or pay Taxes applicable to the sale
and/or delivery of Raw Product and Finished Products hereunder at the
Delivery Point, DMSLP shall collect all such Taxes from DLMT, which
shall be in addition to the applicable Price, and remit the same to the
appropriate governmental authority, unless DLMT furnishes a certificate
12
<Page>
of exemption. DMSLP SHALL INDEMNIFY AND HOLD DLMT, ITS DIRECTORS,
OFFICERS, AGENTS AND EMPLOYEES AND DLMT'S AFFILIATES AND THEIR
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY
AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND, TOGETHER WITH
ALL LOSS, DAMAGE AND EXPENSE (INCLUDING COURT COSTS AND ATTORNEYS' FEES)
ARISING WITH RESPECT TO THE PAYMENT OF ANY TAXES, ROYALTIES, OVERRIDING
ROYALTIES AND OTHER PAYMENTS DUE OR TO BECOME DUE ON THE HYDROCARBONS
WHICH ARE SUBJECT TO THIS AGREEMENT AND WHICH DMSLP IS OBLIGATED TO PAY
UNDER THIS AGREEMENT.
21. LIMITATION OF LIABILITY - A PARTY'S DAMAGES RESULTING FROM A BREACH OR
VIOLATION OF ANY COVENANT, CONDITION OR PROVISION CONTAINED IN THIS
AGREEMENT BY THE OTHER PARTY, EXCLUDING ANY THIRD PARTY CLAIMS
COVERED BY ANY INDEMNITY PROVISIONS SET FORTH IN THIS AGREEMENT, SHALL
BE LIMITED TO ACTUAL DIRECT DAMAGES, AND NEITHER PARTY SHALL BE ENTITLED
TO RECOVER FROM THE OTHER PARTY ANY OTHER DAMAGES FOR SUCH BREACH OR
VIOLATION, INCLUDING WITHOUT LIMTATION, INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
22. CONFLICTS OF INTEREST - No director, employee or agent of either Party
shall give or receive any commission, fee, rebate, gift or entertainment
of significant cost or value in connection with this Agreement. Any
representative(s) authorized by either Party may, at its sole expense,
audit the applicable records of the other Party solely for the purpose
of determining whether there has been compliance with this Article.
23. ALTERNATIVE DISPUTE RESOLUTION PROCEDURES - Each of the Parties hereto
will attempt in good faith to resolve any controversy or claim arising
out of or relating to this Agreement promptly by use of the following
procedures, in the order listed:
A. Any dispute arising out of or relating to this Agreement shall be
resolved in accordance with the procedures specified in this
Section 22, which shall be the sole and exclusive procedures for
the resolution of any such disputes, and the Parties hereby
expressly waive all rights to have any such disputes heard before
a court of law, except the right to enforce an arbitration award
as described hereinafter.
B. The Parties shall attempt in good faith to resolve any dispute
arising out of or relating to this Agreement promptly by
negotiation between executives who have authority to settle the
controversy and who are at a higher level of management than the
persons with direct responsibility for administration of this
contract. Any Party may give the other Party written notice of
any dispute (a "Dispute Notice") not resolved in the normal
course of business. Within 15 days after delivery of a
13
<Page>
Dispute Notice, the receiving Party shall submit to the other a
written response. The Dispute Notice and the response shall
include (a) a statement of each Party's position and a summary of
arguments supporting that position, and (b) the name and title of
the executive who will represent that Party and of any other
person who will accompany the executive. Within 30 days after
delivery of the disputing Party's Dispute Notice, the executives
of both Parties shall meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary,
to attempt to resolve the dispute. All reasonable requests for
information made by one Party to the other will be honored. All
negotiations pursuant to this clause are confidential and shall
be treated as compromise and settlement negotiations for purposes
of applicable rules of evidence.
C. If the dispute has not been resolved by negotiation within 45
days after delivery of the disputing Party's Dispute Notice, or
if the Parties failed to meet within 30 days, the Parties shall
endeavor to settle the dispute by mediation under the then
current CPR Mediation Procedure. Unless otherwise agreed, the
Parties will select a mediator from the CPR Panels of
Distinguished Neutrals, the cost of which shall be shared equally
by the Parties.
D. Any dispute arising out of or relating to this contract including
the breach, termination or validity thereof which has not been
resolved by a non-binding procedure as provided herein within 90
days after the initiation of such procedure, shall be settled by
arbitration in accordance with the CPR Rules for Non-Administered
Arbitration in effect on the date of this agreement, by three
arbitrators, none of whom shall be appointed by either Party;
provided, however, that if either Party will not Participate in a
non-binding procedure, the other may initiate arbitration before
expiration of the above period; provided further, however, the
cost of the hearing shall be shared equally by the Parties, and
each Party shall be responsible for its own expenses and those of
its counsel or other representatives. The arbitration shall be
governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16,
and judgment upon the award rendered by the arbitrator(s) may be
entered by any court having jurisdiction thereof. The place of
arbitration shall be Houston, Texas. The arbitrator(s) are not
empowered to award damages in excess of compensatory damages and
each Party expressly waives and foregoes any right to punitive,
exemplary or similar damages unless a statute requires that
compensatory damages be increased in specified manner.
E. The statute of limitations of the State of Texas applicable to
the commencement of a lawsuit shall apply to the commencement of
an arbitration hereunder, except that no defenses shall be
available based upon the passage of time during any negotiation
or mediation called for by the preceding paragraphs of this
Section 22, which shall be deemed to have commenced on the date
the receiving Party received a Dispute Notice from the disputing
Party.
14
<Page>
24. CONDUCT OF PARTIES' BUSINESS - Each Party in the performance of this
Agreement is engaged in an independent business and nothing herein
contained shall be construed as giving either Party any right to control
the other Party in any way in the performance of the other Party's
business. Neither Party shall have any right to exercise control over
any of the other Party's employees, representatives, agents or
contractors of any level except to the extent of any safety requirements
for delivery Raw Product and Finished Products under this Agreement. All
employees, representatives, agents or contractors of any level of a
Party shall be entirely under the control and direction of that Party,
which shall be entirely responsible for their actions and omissions.
25. GOVERNING LAW - THIS AGREEMENT SHALL BE SUBJECT TO THE JURISDICTION OF,
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS, INCLUDING THE TEXAS BUSINESS AND COMMERCE CODE, AS AMENDED,
EXCEPT AS OTHERWISE SPECIFIED HEREIN, WITHOUT REGARD TO ANY CONFLICT OF
LAWS RULES THAT MAY DIRECT THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.
26. CONFIDENTIALITY - Except as required by law or by order, rule,
regulation or decree of any governmental agency or court having
jurisdiction or any nationally or internationally recognized stock
exchange, each Party shall hold as confidential any information in or
obtained in association with this Agreement.
27. SEVERABILITY - The invalidity of any one or more covenants or provisions
of this Agreement shall not affect the validity of any other provisions
hereof or this Agreement as a whole, and in case of any such invalidity,
this Agreement shall be construed to the maximum extent possible as if
such invalid provision had not been included herein.
28. NO THIRD PARTY BENEFICIARY - Nothing in this Agreement shall entitle any
Person other than DMSLP or DLMT, or their successors or assigns, to any
claim, cause of action, remedy or right of any kind relating to the
transaction(s) contemplated by this Agreement.
29. WAIVER - Waiver by either Party of the breach of any provision(s) hereof
by the other Party shall not be deemed to be a waiver of the breach of
any other provision(s) hereof or of any subsequent or continuing breach
of such provision(s).
30. ALTERATIONS - This Agreement contains the entire Agreement of the
Parties respecting the matters addressed herein and no oral promises,
agreements or warranties shall be deemed a Part hereof, nor shall any
alteration or amendment of this Agreement, or waiver of any of its
provisions, be binding upon either Party hereto unless the same be in
writing and signed by both Parties.
31. CONSTRUCTION OF AMBIGUITY - The Parties acknowledge and agree that the
terms and conditions of this Agreement were freely negotiated and
drafted by the Parties
15
<Page>
and the Parties expressly agree that in the event of any ambiguity in
any of the terms and conditions of this Agreement, including any
attachments, exhibits or schedules hereto, such ambiguity shall not be
construed for or against any Party hereto on the basis that such Party
did or did not author the same.
32. HEADINGS - The headings of the Articles, Sections and Paragraphs of this
Agreement are for convenience of reference only and shall not constitute
a Part, nor modify, define or limit any of the terms or provisions,
hereof.
33. TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT - The Parties
certify that they are not "consumers" within the meaning of the Texas
Deceptive Trade Practices-Consumer Protection Act, Subchapter E of
Chapter 17, Sections 17.41, ET SEQ., Of the Texas Business and Commerce
code, as amended ("DTPA"). The Parties covenant, for themselves and for
and on behalf of any successor or assignee, that, if the DTPA is
applicable to this agreement, (i) the Parties are "business consumers"
as that term is defined in the DTPA, (ii) other than section 17.555 of
the Texas Business and Commerce Code, each Party hereby waives and
releases all of its rights and remedies thereunder as applicable to the
other Party and its successors and assigns, and (iii) each Party shall
defend and indemnify the other Party from and against any and all claims
of or by the indemnifying Party or any of its successor and assigns or
any of its or their Affiliates or subsidiaries based in whole or in Part
on the DTPA arising out of or in connection with this agreement.
34. ASSIGNMENT - This Agreement shall be binding on any purchaser of the gas
processing Plants listed in Exhibits A-1 and A-2 owned by DMSLP or by
any Person in which DMSLP owns an interest not otherwise situated along
the Gulf Coast. With respect to the gas processing Plants situated along
the Gulf Coast, DMSLP shall have the right to transfer such Plants or
interests therein without being subject to this Agreement but, with
respect to any Raw Product and/or Finished Products attributable to gas
processed under any gas processing rights that DMSLP has or in the
future may acquire, this Agreement shall be binding upon the purchaser
and/or transferee of any such gas processing rights.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES, LIMITED
AND TRADE PARTNERSHIP
By: Dynegy Midstream G.P., Inc., its
General Partner
By: By:
----------------------------- -------------------------------
Name: Name:
----------------------------- -------------------------------
Title: Title:
----------------------------- -------------------------------
Date: Date:
----------------------------- -------------------------------
16
<Page>
DMS CONTRACT # ____________
DLMT CONTRACT # ___________
EXHIBIT "A-1"
Attached To And Made Part Of That Raw Product and Finished
Products Purchase And Sale Agreement Dated Effective The 1st Day
Of January, 2002, Between Dynegy Liquids Marketing And Trade, As
"Purchaser" And Dynegy Midstream Services, Limited Partnership,
As "Seller".
RAW PRODUCT PRICING
1
<Page>
"Confidential Treatment Requested"
BARRACUDA EXHIBIT A-1 DMS # 013471
DLMT RA # DYD02(TP)0008
DLMT OEL # 013711
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
---------------------------------------------------------------------------------------------------------
SOURCE PRODUCTION DESTINATION DELIVERY POINT QUANTITY
---------------------------------------------------------------------------------------------------------
Total production owned
BARRACUDA LAKE CHARLES OUTLET OF THE BARRACUDA and/or controlled by
FRACTIONATOR PLANT DMSLP at the Delivery
Point
PRICE AT DELIVERY POINT
-------------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane = [REDACTED]
* Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
AND
* Less (-) a transportation and fractionation fee (T&F) of [REDACTED] cents per
gallon. The T&F fee shall be redetermined quarterly beginning April 1, 2002 by
taking the sum of the following fee components (results in cents per gallon):
* 1) Fixed fee of [REDACTED] cents/gallon
* 2) [REDACTED] times GDP Implicit Price Deflator (GDP-IPD) for previous
quarter divided by GDP-IPD for 4Q 2001
* 3) [REDACTED] times average price of natural gas for previous quarter (Inside
* FERC Henry Hub first of month Index) divided by [REDACTED]
* 4) The T&F fee shall have a floor of [REDACTED] cents/gallon
-----------------------------------------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CASPER DOUGLAS EXHIBIT A-1 DMS # 013470
DLMT RA # DYD02(TP)0027
DLMT OEL # 013710
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
-----------------------------------------------------------------------------------------------------------------------------------
DOUGLAS DOUGLAS DELIVERED TO OUTLET OF THE Total production owned
INTO PHILLIPS DOUGLAS PLANT and/or controlled by
FRACTIONATOR IN WYOMING DMSLP at the Delivery
Point
PRICE AT DELIVERY POINT
- -----------------------------------------------------------------------
* Ethane, Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
Less (-) the fee derived from the sum of the following fixed
fractionation formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price (in $/MMBtu) of previous
calendar year
* 3) [REDACTED] times avg electric cost of Wyoming and Colorado in
cents/KWH
* 4) [REDACTED] times avg labor cost for petroleum refinery workers
in $/hour
* 5) [REDACTED] times avg Conway spot prices for previous calendar
* year in cents/gallon but not to exceed [REDACTED] nor less than
* [REDACTED]
- ------------------------------------------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-1 DMS # 013453
DLMT RA # DYD02(TP)0022
DLMT OEL # 013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
---------------------------------------------------------------------------------------------
CHICO-YGD/ ABILENE INTO WEST TEXAS OUTLET OF THE Total production
ABILENE PIPELINE DELIVERED TO CHICO PLANT owned and/or
CEDAR BAYOU FRACTIONATOR controlled by DMSLP
at the Delivery Point
PRICE AT DELIVERY POINT
- -------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) the applicable monthly trucking fee from Chico to Abilene
* Less (-) a truck unloading fee of [REDACTED]
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation
formula:
* 1. [REDACTED] (re-determined annually)
* 2. [REDACTED] times avg fuel gas price of Houston Ship Channel for
* previous quarter plus [REDACTED] divided by [REDACTED]
* 3. [REDACTED] times avg electric cost of CBF for previous quarter divided
* by [REDACTED]
* 4. [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
-----------------------------------------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ----------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-1 DMS # 013453
DLMT RA # DYD02(TP)0019
DLMT OEL # 013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
- ---------------------------------------------------------------------------------------------------------
BRECKENRIDGE/ SHACKELFORD INTO WEST OUTLET OF THE Total production
SHACKELFORD TEXAS PIPELINE DELIVERED SHACKELFORD PLANT owned and/or
TO CEDAR BAYOU controlled by DMSLP
FRACTIONATOR at the Delivery Point
PRICE AT DELIVERY POINT
- ---------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived
from the sum of the following
fixed fractionation formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel for previous
* quarter plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous quarter divided by
* [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
----------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
-------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-1 DMS # 013453
DLMT RA # DYD02(TP)0023
DLMT OEL # 013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
--------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
--------------------------------------------------------------------------------------------
CHICO EP CHICO INTO KOCH-STERLING OUTLET OF Total production owned
PIPELINE DELIVERED TO KOCH THE CHICO and/or controlled by
FRACTIONATOR IN MEDFORD, OK PLANT DMSLP at the Delivery
POINT
PRICE AT DELIVERY POINT
- ---------------------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane Component = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) Koch-Sterling Pipeline's applicable tariff rate
AND
* Less (-) a differential of [REDACTED]
- ---------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-1 DMS # 013453
DLMT RA # DYD02(TP)0033
DLMT OEL # 013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
----------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
----------------------------------------------------------------------------------------------------
CHICO-YGD/ SPRINGTOWN INTO WEST OUTLET OF THE CHICO Total production owned
SPRINGTOWN TEXAS PIPELINE DELIVERED PLANT and/or controlled by
TO CEDAR BAYOU DMSLP at the Delivery
FRACTIONATOR Point
PRICE AT DELIVERY POINT
- ---------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED]of adjusted base with [REDACTED]
floor
Less (-) the applicable monthly
trucking fee from Chico to Springtown
* Less (-) a truck unloading fee of [REDACTED]
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed
fractionation formula:
* 1. [REDACTED] (re-determined annually)
* 2. [REDACTED] times avg fuel gas price of Houston Ship Channel
* for previous quarter plus [REDACTED] divided by [REDACTED]
* 3. [REDACTED] times avg electric cost of CBF for previous quarter
* divided by [REDACTED]
* 4. [REDACTED] times avg CPI-U for previous quarter divided by
* [REDACTED]
-------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED]
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-1 DMS #013453
DLMT RA # DYD02(TP)0021
DLMT OEL #013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
------------------------------------------------------------------------------------------------
CHICO-YGD/ TRUCKED FROM CHICO OUTLET OF THE Total production
MTB OUTLET TO MONT BELVIEU CHICO PLANT owned and/or
DELIVERED TO CEDAR controlled by DMSLP
BAYOU FRACTIONATOR at the Delivery Point
PRICE AT DELIVERY POINT
- ------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) the applicable monthly trucking fee from Chico to Mt Belvieu
* Less (-) a truck unloading fee of [REDACTED]
AND
Less (-) the fee derived from the sum of the following fixed fractionation formula:
* 1. [REDACTED]
* 2. [REDACTED] times avg fuel gas price of Houston Ship Channel for previous quarter plus
* [REDACTED] divided by [REDACTED]
* 3. [REDACTED] times avg electric cost of CBF for previous quarter divided by [REDACTED]
* 4. [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-1 DMS # 013453
DLMT RA # DYD02(TP)0023
DLMT OEL # 013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
--------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
--------------------------------------------------------------------------------------------------
CHICO OUTLET INTO WEST TEXAS OUTLET OF THE Total production owned
CHICO YGD PIPELINE DELIVERED TO GULF COAST CHICO PLANT and/or controlled by
FRACTIONATOR DMSLP at the Delivery
Point
PRICE AT DELIVERY POINT
- ------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED]of adjusted base with [REDACTED]
floor
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived
from the sum of the following
fixed fractionation formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times current month fuel cost divided by [REDACTED]
* 3) [REDACTED] times CPI-U from two months prior divided by
* [REDACTED]
----------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-1 DMS # 013453
DLMT RA # DYD02(TP)0020
DLMT OEL # 013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
-------------------------------------------------------------------------------------------------------
OUTLET OF THE CHICO Total production owned
CHICO-YGD/ BRIDGEPORT INTO WEST TEXAS PLANT and/or controlled by DMSLP
BRIDGEPORT PIPELINE DELIVERED TO at the Delivery Point
CEDAR BAYOU FRACTIONATOR
PRICE AT DELIVERY POINT
- ------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) the applicable monthly trucking fee from Chico to Bridgeport
* Less (-) a truck unloading fee of [REDACTED]
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived
from the sum of the
following fixed
fractionation formula:
* 1. [REDACTED] (re-determined annually)
* 2. [REDACTED] times avg fuel gas price of Houston Ship Channel
* for previous quarter plus [REDACTED] divided by [REDACTED]
* 3. [REDACTED] times avg electric cost of CBF for previous
* quarter divided by [REDACTED]
* 4. [REDACTED] times avg CPI-U for previous quarter divided by
* [REDACTED]
-----------------------------------------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
INDIAN BASIN EXHIBIT A-1 DMS # 013461
DLMT RA # DYD02(TP)0026
DLMT OEL # 013704
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
-----------------------------------------------------------------------------------------------------------------------------------
OUTLET OF THE INDIAN Total production owned
INDIAN BASIN INDIAN BASIN INTO WEST BASIN PLANT and/or controlled by DMSLP
TEXAS PIPELINE DELIVERED at the Delivery Point
TO CEDAR BAYOU
FRACTIONATOR
PRICE AT DELIVERY POINT
- ----------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship
* Channel for previous quarter plus [REDACTED] divided by
* [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous
* quarter divided by [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by
* [REDACTED]
--------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
IOWA EXHIBIT A-1 DMS # 013472
DLMT RA # DYD02(TP)0005
DLMT OEL # 013712
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
------------------------------------------------------------------------------
Total production
IOWA LAKE CHARLES OUTLET OF THE owned and/or
FRACTIONATOR IOWA PLANT controlled by DMSLP
at the Delivery Point
- -------------------------------------------------------------------------------
PRICE AT DELIVERY POINT
- -----------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane = [REDACTED]
* Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted
* base with [REDACTED] floor
AND
Less (-) a transportation and fractionation
* fee (T&F) of [REDACTED] cents per gallon.
The T&F fee shall be redetermined quarterly
beginning April 1, 2002 by taking the sum of
the following fee components (results in cents
per gallon):
* 1) Fixed fee of [REDACTED] cents/gallon
* 2) [REDACTED] times GDP Implicit Price Deflator
(GDP-IPD) for previous quarter divided by GDP-IPD
for 4Q 2001
* 3) [REDACTED] times average price of natural
gas for previous quarter (Inside FERC Henry Hub
* first of month Index) divided by [REDACTED]
* 4) The T&F fee shall have a floor of [REDACTED]
cents/gallon
- -----------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requsted"
LOWRY EXHIBIT A-1 DMS # 013474
DLMT RA # DYD02(TP)0005
DLMT OEL # 013714
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
-----------------------------------------------------------------------------------------------------------------------------------
Total production
LOWRY LAKE CHARLES FRACTIONATOR OUTLET OF THE LOWRY owned and/or
PLANT controlled by DMSLP
at the Delivery
Point
PRICE AT DELIVERY POINT
- -----------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane = [REDACTED]
* Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
AND
Less (-) a transportation and fractionation
* fee (T&F) of [REDACTED] cents per gallon.
The T&F fee shall be redetermined quarterly
beginning April 1, 2002 by taking the sum of
the following fee components (results in cents
per gallon):
* 1) Fixed fee of [REDACTED] cents/gallon
* 2) [REDACTED] times GDP Implicit Price Deflator (GDP-IPD)
for previous quarter divided by GDP-IPD for 4Q 2001
* 3) [REDACTED] times average price of natural gas for previous quarter
* (Inside FERC Henry Hub first of month Index) divided by [REDACTED]
* 4) The T&F fee shall have a floor of [REDACTED] cents/gallon
------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
"Confidential Treatment Requested"
SABINE PASS EXHIBIT A-1 DMS #014133
DLMT RA # DYD02(TP)0036
DLMT OEL #014132
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective February 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
------------------------------------------------------------------------------------------------
CHEVRON'S WEST LAKE CHARLES OUTLET OF THE EL PASO Total production
CAMERON BLOCK 17 FRACTIONATOR SABINE PASS PLANT owned and/or
PRODUCTION FLOWING controlled by
THROUGH TENNESSEE DMSLP at the
GAS PIPELINE Delivery Point
PRICE AT DELIVERY POINT
-----------------------
* Ethane = [REDACTED]
* Propane, Isobutane = [REDACTED]
* Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
AND
* Less (-) a transportation and fractionation fee (T&F) of [REDACTED] cents
per gallon. The T&F fee shall be redetermined quarterly beginning
April 1, 2002 by taking the sum of the following fee components (result
in cents per gallon):
* 1) Fixed fee of [REDACTED] cents/gallon
* 2) [REDACTED] times GDP Implicit Price Deflator (GDP-IPD) for previous quarter
divided by GDP-IPD for 4Q 2001
* 3) [REDACTED] times average price of natural gas for previous quarter (Inside
* FERC Henry Hub first of month Index) divided by [REDACTED]
* 4) The T&F fee shall have a floor of [REDACTED] cents/gallon
-----------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective February 1, 2002. From time to time it may be
amended as mutually agreed to by the parties. The term, however, is
month-to-month until terminated by either party giving the other party thirty
(30) days' prior written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
------------------------------------------- ---------------------------------------------
Name: Name:
----------------------------------------- -------------------------------------------
Title: Title:
---------------------------------------- ------------------------------------------
Date: Date:
----------------------------------------- --------------------------------------------
<Page>
"Confidential Treatment Requested"
SAND HILLS COMPLEX EXHIBIT A-1 DMS # 013462
DLMT RA # DYD02(TP)0031
DLMT OEL # 013705
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
--------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
--------------------------------------------------------------------------------------------
OUTLET OF THE SAND Total production owned
SAND HILLS SAND HILLS INTO WEST HILLS PLANT and/or controlled by
TEXAS PIPELINE DMSLP at the Delivery
DELIVERED TO CEDAR Point
BAYOU FRACTIONATOR
PRICE AT DELIVERY POINT
- -----------------------------------------------------------------------------------------
* Ethane = [REDACTED]
*Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
*Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel for previous quarter
* plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous quarter divided by
* [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
--------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SAUNDERS COMPLEX EXHIBIT A-1 DMS # 013468
DLMT RA # DYD02(TP)0028
DLMT OEL # 013708
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
---------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
---------------------------------------------------------------------------------------------
OUTLET OF THE Total production
SAUNDERS SAUNDERS INTO WEST TEXAS SAUNDERS PLANT owned and/or
PIPELINE DELIVERED TO CEDAR controlled by DMSLP
BAYOU FRACTIONATOR at the Delivery Point
- -------------------------------------------------------------------------------
PRICE AT DELIVERY POINT
- -------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation
formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel for
* previous quarter plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous quarter divided
* by [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
- -------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SHERMAN EXHIBIT A-1 DMS CONTRACT # 013463
DLMT RA # DYD02(TP)0034
DLMT OEL #013706
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
------------------------------------------------------------------------------------------------
OUTLET OF THE Total
SHERMAN-BRIDGEPORT BRIDGEPORT INTO WEST SHERMAN PLANT production
TEXAS PIPELINE DELIVERED owned and/or
TO CEDAR BAYOU controlled by
FRACTIONATOR DMSLP at the
Delivery Point
- ----------------------------------------------------------------------------
PRICE AT DELIVERY POINT
- ----------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) the applicable monthly trucking fee from Sherman to Gladewater
* Less (-) a truck unloading fee of [REDACTED]
* Less (-) a loss allowance of [REDACTED]
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation
formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel for
* previous quarter plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous quarter
* divided by [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by
- ----------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SHERMAN EXHIBIT A-1 DMS # 013463
DLMT RA # DYD02(TP)0024
DLMT OEL # 013706
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
--------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
--------------------------------------------------------------------------------------------
OUTLET OF THE Total production
SHERMAN-GLADEWATER GLADEWATER INTO WEST TEXAS SHERMAN PLANT owned and/or
PIPELINE DELIVERED TO CEDAR controlled by
BAYOU FRACTIONATOR DMSLP at the
Delivery Point
- --------------------------------------------------------------------------------
PRICE AT DELIVERY POINT
- --------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) the applicable monthly trucking fee from Sherman to Gladewater
* Less (-) a truck unloading fee of [REDACTED]
* Less (-) a loss allowance of [REDACTED]
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation
formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel for
* previous quarter plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous quarter divide
* by [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
- --------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SHERMAN EXHIBIT A-1 DMS # 013463
DLMT RA # DYD02(TP)0035
DLMT OEL # 013706
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
------------------------------------------------------------------------------------------------------------
TRUCKED FROM THE OUTLET OF THE Total production
SHERMAN-MONT BELVIEU SHERMAN PLANT TO MONT SHERMAN PLANT owned and/or
BELVIEU AND DELIVERED controlled by DMSLP
TO CEDAR BAYOU at the Delivery Point
FRACTIONATOR
- -----------------------------------------------------------------------------
PRICE AT DELIVERY POINT
- -----------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) the applicable monthly trucking fee from Sherman to Mont Belvieu
* Less (-) a truck unloading fee of [REDACTED]
* Less (-) the fixed fractionation fee of [REDACTED]
- -----------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SO. LEA COUNTY SYSTEM EXHIBIT A-1 DMS # 013466
DLMT RA # DYD02(TP)0028
DLMT OEL # 013707
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
-----------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
-----------------------------------------------------------------------------------------
Outlet of the Eunice Total production
Eunice West Texas Pipeline Plant owned and/or
Delivered to Cedar Bayou controlled by DMSLP
Fractionator at the Delivery Point
- --------------------------------------------------------------------------------
PRICE AT DELIVERY POINT
- --------------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation
formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel for
* previous quarter plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous quarter divided
* by [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
- --------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SO. LEA COUNTY SYSTEM EXHIBIT A-1 DMS # 013466
DLMT RA # DYD02(TP)0028
DLMT OEL # 013707
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
------------------------------------------------------------------------------------------------
Outlet of the Monument Total production owned
Monument West Texas Pipeline Plant and/or controlled by
Delivered To Cedar DMSLP at the Delivery
Bayou Fractionator Point
- ----------------------------------------------------------------------------
PRICE AT DELIVERY POINT
- ----------------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) West Texas Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed fractionation
formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel for
* previous quarter plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous quarter
* divided by [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by [REDACTED]
- ----------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Request"
STINGRAY EXHIBIT A-1 DMS # 013473
DLMT RA # DYD02(TP)0007
DLMT OEL # 013713
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
-------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
-------------------------------------------------------------------------------------------------------
Total production
STINGRAY LAKE CHARLES FRACTIONATOR OUTLET OF THE owned and/or
STINGRAY PLANT controlled by DMSLP
at the Delivery
Point
- ---------------------------------------------------------------------
PRICE AT DELIVERY POINT
- ---------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane = [REDACTED]
* Normal Butane, Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with
* [REDACTED] floor
AND
Less (-) a transportation and fractionation
* fee (T&F) of [REDACTED] cents per gallon.
The T&F fee shall be redetermined quarterly
beginning April 1, 2002 by taking the sum of
the following fee components (results in cents
per gallon):
* 1) Fixed fee of [REDACTED] cents/gallon
* 2) [REDACTED] times GDP Implicit Price Deflator (GDP-IPD) for
previous quarter divided by GDP-IPD for 4Q 2001
* 3) [REDACTED] times average price of natural gas for previous
* quarter (Inside FERC Henry Hub first of month Index) divided by [REDACTED]
* 4) The T&F fee shall have a floor of [REDACTED] cents/gallon
- ---------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ------------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
WEST SEMINOLE EXHIBIT A-1 DMS # 013469
DLMT RA # DYD02(TP)0032
DLMT OEL # 013709
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
-------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY
-------------------------------------------------------------------------------------------------------
OUTLET OF THE WEST Total production
WEST SEMINOLE WEST SEMINOLE INTO SEMINOLE PLANT owned and/or
CHAPARRAL PIPELINE controlled by
DELIVERED TO CEDAR BAYOU DMSLP at the
FRACTIONATOR Delivery Point
- ---------------------------------------------------------------------
PRICE AT DELIVERY POINT
- ---------------------------------------------------------------------
* Ethane = [REDACTED]
* Propane, Isobutane, Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with [REDACTED] floor
Less (-) Chaparral Pipeline's applicable tariff rate
AND
Less (-) the fee derived from the sum of the following fixed
fractionation formula:
* 1) [REDACTED] (re-determined annually)
* 2) [REDACTED] times avg fuel gas price of Houston Ship Channel
* for previous quarter plus [REDACTED] divided by [REDACTED]
* 3) [REDACTED] times avg electric cost of CBF for previous
* quarter divided by [REDACTED]
* 4) [REDACTED] times avg CPI-U for previous quarter divided by
* [REDACTED]
- ---------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
DMS CONTRACT # ____________
DLMT CONTRACT # ___________
EXHIBIT "A-2"
Attached To And Made Part Of That Raw Product and Finished
Products Purchase And Sale Agreement Dated Effective The 1st Day
of January, 2002, Between Dynegy Liquids Marketing And Trade, as
"Purchaser" And Dynegy Midstream Services, Limited Partnership,
As "Seller".
FINISHED PRODUCT PRICING
2
<Page>
"Confidential Treatment Requested"
BLUEWATER EXHIBIT A-2 DMS # 013477
DLMT RA # DYD02(TP)0004
DLMT OEL # 013776
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Bluewater Outlet to the Riverside Total production owned and/or controlled by Ethane = [REDACTED]
Fractionator DMSLP at the Delivery Point
Propane, Isobutane, Normal
* Butane = [REDACTED]
* Gasoline = [REDACTED]
Less (-) a marketing fee of
* [REDACTED] of adjusted base
* with [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
BURNS POINT EXHIBIT A-2 DMS # 013478
DLMT RA # DYD02(TP)0001
DLMT OEL # 013777
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
DMS SALES TO DLMT
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Burns Point Outlet to the Promix Fractionator Total production owned and/or Ethane = [REDACTED]
controlled by DMSLP at the
Delivery Point Propane, Isobutane, Normal Butane =
* [REDACTED]
* Gasoline = [REDACTED]
Less (-) a marketing fee of
* [REDACTED] of adjusted base with
* [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended as mutually agreed to by the parties. The term,
however, is month-to-month until terminated by either party giving the other party thirty (30) days' prior written notice of
termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CALUMET EXHIBIT A-2 DMS # 013479
DLMT RA # DYD02(TP)0002
DLMT OEL # 013778
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Calumet Outlet to the Promix Total production owned and/or Ethane = [REDACTED]
Fractionator controlled by DMSLP at the Delivery
Point Propane, Isobutane, Normal Butane
* = [REDACTED]
* Gasoline = [REDACTED]
Less (-) a marketing fee of
* [REDACTED] of adjusted base with
* [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CALUMET EXHIBIT A-2 DMS # 013479
DLMT RA # DYD02(TP)0003
DLMT OEL # 013778
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Calumet Texaco Production Outlet to the Promix Total Texaco production owned and/or Ethane = [REDACTED]
Fractionator controlled by DMSLP at the Delivery Point
Propane, Isobutane,
* Normal Butane = [REDACTED]
* Gasoline = [REDACTED]
Less (-) a marketing fee
* of [REDACTED] cpg
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit,[REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
COW ISLAND EXHIBIT A-2 DMS # 013531
DLMT RA #
DLMT OEL # 013780
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Cow Island Outlet to the Riverside Total production owned and/or controlled by Ethane = [REDACTED]
Fractionator DMSLP at the Delivery Point
Propane, Isobutane, Normal
* Butane = [REDACTED
* Gasoline = [REDACTED]
Less (-) a marketing fee of
* [REDACTED] of adjusted base
* with [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
CHICO/BRECK/SHACK COMPLEX EXHIBIT A-2 DMS # 013453
DLMT RA # DYD02(TP)0030
DLMT OEL # 013703
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
---------------------------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
---------------------------------------------------------------------------------------------------------------------------------
CHICO LOCAL SALES OUTLET TO THE Total production owned Propane, Refrigerant Propane, Mixed
* CHICO PLANT and/or controlled by Butane, Natural Gasoline = [REDACTED]
DMSLP at the Delivery Point
* Less (-) a marketing fee of [REDACTED]
* of adjusted base with [REDACTED] floor
- -----------------------------------------------------------------------------------------------------------------------------------
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
N TERREBONNE EXHIBIT A-2 DMS # 013487
DLMT RA # DYD02(TP)0009
DLMT OEL # 013782
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
----------------------------------------------------------------------------------------------------------------------------------
* N Terrebonne Outlet to the Tebone Total production owned Ethane = [REDACTED]
Fractionator and/or controlled by
DMSLP at the Delivery Propane, Isobutane, Normal
* Point Butane = [REDACTED]
* Gasoline = [REDACTED]
Less (-) a marketing fee of
* [REDACTED] of adjusted base
* with [REDACTED] floor
----------------------------------------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED]
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SHERMAN EXHIBIT A-2 DMS # 013463
DLMT RA # DYD02(TP)0025
DLMT OEL # 013706
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
----------------------------------------------------------------------------------------------------------------------------------
SHERMAN LOCAL SALES OUTLET TO THE Total production owned and/or Propane, Raw Mixed Butane (includes
SHERMAN PLANT controlled by DMSLP at the Propane, Isobutane, Normal Butane, Natural
* Delivery Point Gasoline) = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of
* adjusted base with [REDACTED] floor
- -----------------------------------------------------------------------------------------------------------------------------------
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
SO. LEA COUNTY SYSTEM EXHIBIT A-2 DMS # 013466
DLMT RA # DYD02(TP)0029
DLMT OEL # 013707
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
<Table>
<Caption>
DMS SALES TO DLMT
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE PRODUCT DESTINATION DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
* MONUMENT LOCAL SALES OUTLET TO THE MONUMENT Total production owned and/or Propane = [REDACTED]
PLANT controlled by DMSLP at the
Delivery Point Less (-) a marketing fee of
* [REDACTED] of adjusted base
* with [REDACTED] floor
- ------------------------------------------------------------------------------------------------------------------------------------
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
TOCA EXHIBIT A-2 DMS # 013481
DLMT RA # DYD02(TP)0010
DLMT OEL # 013779
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Toca Outlet to the Total ETHANE = [REDACTED]
Norco Fractionator production
* owned and/or PROPANE = [REDACTED]
controlled by
* DMSLP at the ISOBUTANE, NORMAL BUTANE = [REDACTED]
Delivery Point
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted base with
* [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
TOCA EXHIBIT A-2 DMS # 013481
DLMT RA # DYD02(TP)0011
DLMT OEL # 103779
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Toca Outlet to the Norco Total production owned ETHANE = [REDACTED]
Fractionator and/or controlled by DMSLP
* at the Delivery Point PROPANE = [REDACTED]
* ISOBUTANE, NORMAL BUTANE = [REDACTED]
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of
* adjusted base with [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
TOCA EXHIBIT A-2 DMS # 013481
DLMT RA # DYD02(TP)0012
DLMT OEL # 013779
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Toca Outlet to the Norco Total production ETHANE = [REDACTED]
Fractionator owned and/or
* controlled by DMSLP PROPANE = [REDACTED]
at the Delivery Point
* ISOBUTANE, NORMAL BUTANE = [REDACTED]
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of
* adjusted base with [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
TOCA EXHIBIT A-2 DMS # 013481
DLMT RA # DYD02(TP)0013
DLMT OEL # 013779
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
----------------------------------------------------------------------------------------------------------------------------------
* Toca - Texaco Production Outlet to the Norco Total Texaco ETHANE = [REDACTED]
Fractionator Production Owned
* And/Or Controlled PROPANE = [REDACTED]
By DMSLP At The
* Delivery Point ISOBUTANE, NORMAL BUTANE = [REDACTED]
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED] cpg
----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
TOCA EXHIBIT A-2 DMS # 013481
DLMT RA # DYD02(TP)0014
DLMT OEL # 013779
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
----------------------------------------------------------------------------------------------------------------------------------
* Toca - Texaco Production Outlet to the Norco Total TEXACO ETHANE = [REDACTED]
Fractionator production owned
* and/or controlled by PROPANE = [REDACTED]
DMSLP at the Delivery
* Point ISOBUTANE, NORMAL BUTANE = [REDACTED]
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED] cpg
----------------------------------------------------------------------------------------------------------------------------------
* For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
YSCLOSKEY EXHIBIT A-2 DMS # 013483
DLMT RA # DYD02(TP)0015
DLMT OEL # 013781
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Yscloskey Outlet to the Norco Total production ETHANE = [REDACTED]
Fractionator owned and/or
* controlled by PROPANE = [REDACTED]
DMSLP at the
* Delivery Point ISOBUTANE, NORMAL BUTANE = [REDACTED]
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED] of adjusted
* base with [REDACTED] floor
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
YSCLOSKEY EXHIBIT A-2 DMS # 013483
DLMT RA # DYD02(TP)0016
DLMT OEL # 013781
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Yscloskey-Texaco Production Outlet to the Western Gas Total Texaco Production PROPANE = [REDACTED
Resources Owned And/Or Controlled By
Fractionator DMSLP At The Delivery Point ISOBUTANE, NORMAL BUTANE =
* [REDACTED]
* GASOLINE = [REDACTED]
Less (-) a marketing fee of
* [REDACTED] cpg
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
YSCLOSKEY EXHIBIT A-2 DMS # 013483
DLMT RA # DYD02(TP)0017
DLMT OEL # 013781
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-----------------------------------------------------------------------------------------------------------------------------------
*Yscloskey-Texaco Production Outlet to the Norco Total TEXACO ETHANE = [REDACTED]
Fractionator production owned
* and/or PROPANE = [REDACTED]
controlled by
* DMSLP at the ISOBUTANE, NORMAL BUTANE = [REDACTED]
Delivery Point
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED] cpg
-----------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
"Confidential Treatment Requested"
YSCLOSKEY EXHIBIT A-2 DMS # 013483
DLMT RA # DYD02(TP)0018
DLMT OEL # 013781
Attached to and made part of that certain Raw Product and Finished Product
Purchase Agreement effective January 1, 2002, between Dynegy Liquids Marketing
and Trade ("DLMT") as "Purchaser" and Dynegy Midstream Services, Limited
Partnership ("DMSLP"), as "Seller".
DMS SALES TO DLMT
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
SOURCE DELIVERY POINT QUANTITY PRICE AT DELIVERY POINT
-------------------------------------------------------------------------------------------------------------------------------
* Yscloskey Outlet to the Western Total production owned PROPANE = [REDACTED]
Gas Resources and/or controlled by DMSLP
* Fractionator at the Delivery Point ISOBUTANE, NORMAL BUTANE = [REDACTED]
* GASOLINE = [REDACTED]
* Less (-) a marketing fee of [REDACTED]
* of adjusted base with [REDACTED] floor
-------------------------------------------------------------------------------------------------------------------------------
*For the purpose of this Exhibit, [REDACTED].
This Exhibit A is effective January 1, 2002. From time to time it may be amended
as mutually agreed to by the parties. The term, however, is month-to-month until
terminated by either party giving the other party thirty (30) days' prior
written notice of termination.
"PURCHASER" "SELLER"
DYNEGY LIQUIDS MARKETING DYNEGY MIDSTREAM SERVICES,
AND TRADE LIMITED PARTNERSHIP
By: By:
--------------------------------------------- -----------------------------------
Name: Name:
------------------------------------------- ---------------------------------
Title: Title:
------------------------------------------ --------------------------------
Date: Date:
------------------------------------------- ----------------------------------
</Table>
<Page>
EXHIBIT "B"
Attached To And Made Part Of That Raw Product and Finished
Products Purchase And Sale Agreement Dated Effective The 1st Day
Of January, 2002, Between Dynegy Liquids Marketing And Trade, As
"Purchaser" And Dynegy Midstream Services, Limited Partnership,
As "Seller".
DEMETHANIZED RAW PRODUCT SPECIFICATIONS FOR TRUCK TRANSPORT
Product characteristics with test methods are herein specified for any
demethanized raw material of natural gas liquids delivered to DLMT.
<Table>
<Caption>
TEST METHODS
PRODUCT CHARACTERISTICS MINIMUM MAXIMUM LATEST REVISION
----------------------- ------- ------- ---------------
1. COMPOSITION ASTM E-260
Percent by Liquid Volume Predominantly Ethane, Propane,
Butanes & Natural Gasoline
(Pentanes & Heavier) GPA 2177
Methane & Ethylene 2.0 of Ethane
Ethylene 1.0 of Ethane
Propylene 5.0 of Propane ASTM D-863
Butylene 1.0 of Butanes
2. PRODUCT VAPOR PRESSURE 275 psig ASTM D-1267
3. LOADING TEMPERATURE
Minimum Product Loading Temperature, DEG. F 0
4. CORROSION
Copper Strip @ 100 DEG. F (Invalid if additive or 1-b ASTM D-1838
inhibitor is used.)
Corrosion Additive or Inhibitor, PPM by Weight 1 Applicable Industry
Practices
5. TOTAL SULFUR
PPM by Weight in Liquid 150 ASTM D-3246
6. CARBON DIOXIDE
PPM by Weight in Liquid 1000 GPA 2177
6. DRYNESS No Free Water Visual
7. PENTANES & HEAVIER No Color Visual Using White
Perform the Saybolt color test after weathering Cup Method
sample to 70 DEG. F if white cup indicates
possible color.
COLOR
- Saybolt No. Plus 25 ASTM D-156
DISTILLATION
- End Point, DEG. F 375 ASTM D-86
8. ODORIZATION
- This product shall not be odorized.
9. DELETERIOUS SUBSTANCES (PPM BY WEIGHT IN LIQUID)
- COS 1
- Ammonia 1
- Fluorides 1
</Table>
1
<Page>
PRODUCT ACCOUNTING
For accounting purposes, methane and ethylene shall be considered ethane,
propylene shall be considered propane, and butylenes shall be considered normal
butane within the above listed specification limits. Any excess of these
hydrocarbon NGL Components above the specification limits shall not be accounted
for.
METHANOL
Shippers should reduce methanol levels to the lowest practical level. Injection
rates above the minimum are expensive and wasteful and methanol can destroy
catalyst beds in downstream operations.
2