EXHIBIT 10.11
PHILLIPS 66 COMPANY
NGL DIVISION
SALES CONFIRMATION
764 ADAMS BUILDING
BARTLESVILLE, OK 74004
________________________________________________________________________________
EMPIRE GAS CORP. DATE AUGUST 29, 1991
P.O. BOX 303 PHILLIPS' SALES CONFIRMATION NO. _______________
LEBANON, MO 65536 CUSTOMER'S PURCHASE CONFIRMATION NO. _______________
ATTENTION MR. EARL NOE
THIS CONSTITUTES A CONTRACT BETWEEN OUR RESPECTIVE COMPANIES WHEREBY BOTH
PARTIES HAVE AGREED TO THE FOLLOWING TERMS AND CONDITIONS OF THIS SALE.
________________________________________________________________________________
1. PERIOD: July 1, 1991 - June 30, 1992, subject to 30 day written notice of
cancellation during any summer month (April-September)
2. PRODUCTS: HD-5 Propane
3. QUANTITY: Phillips National Accounts posting on date of lifting at Paola,
KS; Jeff City, MO; St. Louis, MO; E. St. Louis, IL; Decatur &
Kankakee, IL
4. PRICE: Per Attachment A
5. F.O.B.: Wire transfer, .5% (one-half percent) 5 days
6. TERMS: Net 10 days
7. SHIPPING INSTRUCTIONS: / / TANK CAR /X/ TANK TRUCK / / OTHER:
8. MATERIAL: /X/ STENCHED / / UNSTENCHED
9. SPECIAL INSTRUCTIONS: During periods of terminal allocation at Phillips
Pipe Line Co. terminals, allocation earnings shall
be the lesser of: (a) monthly contract volume, (b)
total summer deliveries multiplied by three (3)
and divided by six (6), (c) a proportionate share
of the terminal capacity calculated as a percent
(%) of your forecast volume to the total forecast
volume for all customers at the terminal.
PHILLIPS INVOICES SHOULD
BE MAILED TO THE FOLLOWING CUSTOMER INVOICES SHOULD PLEASE FORWARD
ADDRESS: BE MAILED TO: BILLS OF LADING TO:
- -------------------------- ------------------------ -------------------
- -------------------------- ------------------------ -------------------
- -------------------------- ------------------------ -------------------
________________________________________________________________________________
THE GENERAL PROVISIONS AND WARNINGS APPEARING ON THE REVERSE SIDE HEREOF
ARE A PART OF THIS CONTRACT. PLEASE INDICATE YOUR ACCEPTANCE OF THIS
AGREEMENT IN THE SPACE PROVIDED BELOW AND RETURN ONE COPY FOR OUR FILES.
ACCEPTED AND AGREED TO THIS 13TH PHILLIPS 66 COMPANY
-----------
DAY OF Sept, 1991
--------------------------------
BY /s/ Earl Noe BY /s/ J.R. Fouts
------------------------------------ --------------------------------
TITLE Sr. V.P. J.R. Fouts
--------------------------------
TITLE Director, National Accounts
-----------------------------
EMPIRE GAS CORP.
PPCo. Pipe Line East Leg 1991 - 1992
ATTACHMENT A
(Thousands of Gallon)
Forecast: OCT NOV DEC JAN FEB MAR
Paola L 388 100 190 240 260 180 100
---- ---- ---- ---- ---- ---- ----
Jeff City L 350 1000 1200 1900 1950 1500 1000
---- ---- ---- ---- ---- ---- ----
St. Louis L 325 310 310 490 490 440 340
---- ---- ---- ---- ---- ---- ----
E. St. Louis L 330 40 90 110 120 90 30
---- ---- ---- ---- ---- ---- ----
Decatur L 240 250 250 320 340 300 250
---- ---- ---- ---- ---- ---- ----
Kankakee L 354 230 190 180 190 200 140
---- ---- ---- ---- ---- ---- ----
Forecast: APR MAY JUN JUL AUG SEP
Paola L 388 60 40 40 30 60 120
---- ---- ---- ---- ---- ---- ----
Jeff City L 350 560 370 340 240 540 800
---- ---- ---- ---- ---- ---- ----
St. Louis L 325 110 100 110 110 230 330
---- ---- ---- ---- ---- ---- ----
E. St. Louis L 330 20 20 20 20 20 60
---- ---- ---- ---- ---- ---- ----
Decatur L 240 90 80 60 60 80 200
---- ---- ---- ---- ---- ---- ----
Kankakee L 354 80 80 80 40 60 140
---- ---- ---- ---- ---- ---- ----
12 Month Total: 20,720
--------
PAGE 2
10. TITLE AND RISK OF LOSS
Title to and risk of loss for propane purchased by BUYER at a Phillips Pipe
Line Company terminal shall pass from SELLER to BUYER when such propane
passes through the flange connection between such PPLC terminals' delivery
hose and a transport truck or tank car furnished or arranged for by BUYER.
11. RECORDS AND AUDIT
Each party shall maintain a true and correct set of records pertaining to
its performance of this Contract and all transactions related hereto. Each
party further agrees to retain all such records for a period of time not
less than two (2) years after completion of this Contract. Any
representative or representatives authorized by either party may audit any
and all such records of the other party at any time or times during such
performance of this Contract and during the two (2) year period after
completion of performance.
12. SEVERABILITY
If any provision hereof is found by any court of competent jurisdiction to
be illegal, invalid or unenforceable, for any reason whatsoever, such
finding shall not affect the other provisions hereof, which shall remain in
full force and effect.
13. NONWAIVER
No waiver of any breach by either party of the terms, conditions or
obligations in this Contract shall be deemed a waiver of the same or
similar terms in the future nor a waiver of subsequent breaches of the same
or similar nature.
14. ENTIRE AGREEMENT
This Contract contains the entire and only agreement between SELLER and
BUYER respecting the sale/purchase of propane, and there are no promises,
terms, conditions or obligations except those which are expressly
incorporated herein. In order to be binding upon SELLER or BUYER, any
modification or amendment of this Contract, or of any of the provisions
hereof, must be in writing and signed by both parties.
15. TERMINATION OF PRIOR CONTRACT
The Contract, as of its effective date, terminates and supersedes all prior
sales contracts by and between SELLER and BUYER covering propane, subject,
however, to all rights accruing under said prior sales contract before the
said date of termination thereof.
16. ASSIGNMENT
The terms, conditions and provisions of this Contract shall inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that neither party shall assign this Contract, or any
interest therein, without the other party's prior written consent.
PAGE 3
17. APPLICABLE LAW
REGARDLESS OF THE PLACE OF CONTRACTING, PLACE(S) OF PERFORMANCE, OR
OTHERWISE, THIS CONTRACT, AND ALL AMENDMENTS, MODIFICATIONS, ALTERNATIONS
OR SUPPLEMENTS THERETO, IF ANY, SHALL BE GOVERNED EXCLUSIVELY BY THE LAWS
OF THE STATE OF OKLAHOMA, AS TO THE NATURE, VALIDITY AND INTERPRETATION
THEREOF.
18. WARRANTY: TAXES
SELLER hereby warrants that it has good and marketable title, free of
liens, taxes and encumbrances, to the propane delivered to BUYER hereunder.
Any tax (other than an income or franchise tax based on or measured by net
income, or a franchise tax or fee based on capital employed), license fee,
inspection fee, or other charge imposed by any governmental authority or
other agency or measured by gross receipts from propane herein sold, or on
the production, transportation, sale, use, delivery or other handling of
propane, or on any other feature of this Contract, existing at the time of
delivery hereunder, shall be added to the price then in effect hereunder
and shall be paid by BUYER to SELLER, if such tax, fee or charge is
required to be or is paid by SELLER. The failure of SELLER to add any such
tax, fee or charge to an invoice hereunder shall not relieve BUYER of
future liability therefor. BUYER shall reimburse SELLER for any interest
and/or penalty assessed by any governmental authority or other agency when
such penalty and/or interest is accrued as the result of false, incorrect
or delinquent certification made to SELLER by BUYER.
[LOGO] PHILLIPS 66 COMPANY
BARTLESVILLE, OKLAHOMA 74004 918 661-6600
NGL DIVISION August 29, 1991
Empire Gas Co.
P.O. Box 303
Lebanon, Missouri 65536
Gentlemen:
Your attention is directed to that certain "NGL Division Sales Confirmation"
dated August 29, 1991, by and between yourself as Buyer and Phillips 66 Company
as Seller.
1) Paragraph 1 shall be amended by adding the following sentence at the end
thereof, to wit:
"The indemnity provision in paragraph 2 shall not apply to any damage
or injury caused by a failure of Seller to deliver propane that meets
the aforesaid specifications except as to a failure to odorize as is
more fully set forth in paragraph 2."
2) Paragraph 2 shall be amended by inserting the word "reasonable" before the
word "attorney's" in the second line of the text.
3) Paragraph 3 hereof shall be amended by adding the following language at the
end thereof, to wit:
"Anything herein to the contrary notwithstanding, it is agreed that
deliveries hereunder shall be made only at pipeline terminals into
trucks designated by Buyer. The risk of loss passes to Buyer upon
actual delivery into such trucks."
In every other respect, the terms and conditions of the aforementioned NGL
Division Sales Confirmation dated August 29, 1991, by and between yourself and
Phillips is hereby ratified and confirmed.
Please signify your agreement by signing the enclosed copy and returning it to
the undersigned.
Yours truly,
/s/ J.R. Fouts
J.R. Fouts
Director, National Accounts
ACCEPTED AND AGREED TO THIS
13th DAY OF Sept , 1991
- ---- ----------
EMPIRE GAS CORP.
BY /s/ Earl Noe
--------------------------------