EXHIBIT 10.15 Dealer Sale Contract Conoco Inc. CONOCO Gas Products Division Humber Building - 1021 P.O. Box 2197 LP-gas Houston, TX 77252 (713) 293-3815 We hereby confirm SALE to: Empire Gas Corporation DATE: January 24, 1992 P.O. Box 303 CONOCO NO.: 30-9009636-0000-A09 Lebanon, MO 65536 SYSTEM CODE: 15 Attention: Earl Noe ACCOUNT CODE: 407 Per conversations between Earl Noe and our Lewis Bradshaw PRODUCT: Propane (Stenched) meeting GPA specifications PRICE: See Remarks TERMS OF PAYMENT: 1% 10 Days/Net 11 Days From Date of Invoice F.O.B. ORIGIN POINT DESTINATION - ---------------------------------------- ---------------------------------- Cherokee Pipeline - Wood River, IL 30-9009636-0000 Missouri, Various Cherokee Pipeline - Belle, MO 30-9013694-0000 Illinois, Various Cherokee Pipeline - Mt. Vernon, MO Conoco/Medford Plant - Medford, OK Conoco/Ponca City Refinery - Ponca City, FREIGHT: Origin Collect METHOD OF TRANSPORTATION: Common Carrier and/or Customer Truck TERM OF AGREEMENT: January 21, 1992 through June 30, 1993 and year to year thereafter. QUANTITY: Subject to the terms and conditions on the reverse hereof, seller agrees to sell and deliver, and buyer agrees to purchase and receive the following volumes of product: (000) Gallons MIN MAX MIN MAX MIN MAX MIN MAX ---- ---- ---- ---- ---- ---- ---- ---- JAN 2800 4200 APR 576 864 JUL 280 420 OCT 1480 2220 FEB 2224 3336 MAY 456 684 AUG 872 1308 NOV 1960 2940 MAR 1720 2580 JUN 352 528 SEP 1440 2160 DEC 2640 3960 ---- ---- ---- ---- ---- ---- ---- ---- Q1 6744 10116 Q2 1384 2076 Q3 2592 3888 Q4 6080 9120 Year Total 16800 25200 REMARKS: CONVERSION OPTION: Empire Gas reserves the right to convert up to 50% of the above stated volumes to "5 cents down - forward contract volumes". No more than 25,000 barrels per day will be converted without Conoco's prior (Continued on attached page) Conoco Inc. invoices should be Customer invoices, contracts, and mailed to the following address: correspondence to be mailed to: Conoco Inc. Empire Gas Corporation Gas Products Division P.O. Box 303 Humber Building - 1021 Lebanon, MO 65536 P.O. Box 2197 Houston, TX 77252 ("Buyer") ("Seller") Subject to terms and conditions on reverse side Accepted June 9, 1992 By /s/ Ben Bolt ------------------------ -------------------------------- Empire Gas Corporation Ben Boldt - --------------------------------- Manager - Marketing By /s/ Earl Noe ------------------------------ Please sign and return one copy and retain one copy for your files. CONTRACT ATTACHMENT 30-9009636-0000-A09 Page 2 January 24, 1992 approval. Upon an Empire conversion request, Conoco will offer a quote based on current market conditions and the following formulae: Mt. Vernon Conversion Dates Conway current spot plus January 21 - April 30, 1992 6.00 CPG May 1 - July 31, 1992 5.75 CPG August 1 - October 31, 1992 5.50 CPG Belle and Wood River will be billed on the above schedule plus 0.50 CPG. Empire reserves the right to pull up to 45% of the converted volumes at the Belle terminal. Empire may pull greater than 45% of the converted volumes at the Belle terminal upon written authorization from Conoco Propane Marketing. No limitations apply to the proportion of converted volumes which Empire may pull at Mt. Vernon and Wood River. No vintaging of conversion volumes will occur. Instead, a new weighted average conversion price will be calculated as additional volumes are converted. The down payment of 5.00 CPG will be due net within ten days from date of invoice. The balance will be invoiced in accordance with the above schedule as the product is delivered to Empire, but in no event later than March 31, 1993. The balance due invoices will be subject to 1.00% 10 days/Net 11 days from date of invoice. This section shall be updated in 1993, prior to converting volumes for the 1993/1994 heating season. PRICE: Contract amended effective 4/1/91 until the end of the contract term -- price shall be Conoco's established price on the date of delivery less 0.700 cents per gallon. This reduction shall only apply to purchases on Conoco's established posting.