EXHIBIT 10.12
[logo] 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.
- ------------------------- ---------------
Lebanan, 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: Per Attachment A
4. PRICE: Phillips posted price on date of lifting
5. F.O.B.: Memphis, TN; W. Memphis, AR; Denver, CO; LaJunta, CO; Sweeny,
TX
6. TERMS: 1% 10 Days
7. SHIPPING INSTRUCTIONS: / / TANK CAR / / TANK TRUCK / / OTHER
8. MATERIAL: / / STENCHED / / UNSTENCHED
Customer #'s: Memphis, TN 223541 Denver, CO 223826
W.Memphis, AR 223687 LaJunta, CO 223827
9. SPECIAL INSTRUCTIONS: Sweeny, TX 223775
Subject to Phillips allocation procedure as
applicable to all other customers at locations
specified above.
PHILLIPS INVOICES SHOULD
BE MAILED TO THE CUSTOMER INVOICES PLEASE FORWARD BILLS
FOLLOWING ADDRESS: SHOULD BE MAILED TO: 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
---------------------------------------- -------------------------------
J. R. Fouts
TITLE Sr. V.P. TITLE Director, National Accounts
------------------------------------- ----------------------------
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 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.
ATTACHMENT A
(Thousands of Gallon)
Forecast: OCT NOV DEC JAN FEB MAR
LaJunta L 362 200 260 400 400 300 30
--- --- --- --- --- --- ---
Denver L 322 180 260 620 620 450 220
--- --- --- --- --- --- ---
Memphis L 813 170 190 260 260 270 200
--- --- --- --- --- --- ---
Forecast:
APR MAY JUN JUL AUG SEPT
LaJunta L 362 50 50 50 50 90 240
--- --- --- --- --- --- ---
Denver L 322 100 120 120 100 150 200
--- --- --- --- --- --- ---
Memphis L 813 90 90 40 40 80 130
--- --- --- --- --- --- ---
12 Month Total: 7,080
-----
[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
--------------------------
[logo] PHILLIPS 66 COMPANY
A DIVISION OF PHILLIPS PETROLEUM COMPANY
BARTLESVILLE, OKLAHOMA 74004 918 661-6600
NATURAL GAS LIQUIDS October 13, 1992
Earl Noe
Empire Gas Corp.
P.O. Box 303
Lebanon, MO 65536
Dear Earl:
This letter shall serve to amend our letter agreement dated July 2, 1992, and
include Borger and Sweeny as sales locations with all of the terms and
conditions applicable to the letter agreement dated July 2, 1992.
Please indicate your acceptance of this amendment and return one copy for our
files.
Accepted and agreed to
This 15th day of October 1992
By /s/ Earl Noe By /s/ J. R. Fouts
--------------------------------- --------------------------------
Title Sr. V.P. Title Wholesale Sales Director
------------------------------ -------------------------------
JRF:sks
ATTACHMENT A
1992 - 1993
EMPIRE GAS CORP.
Sales Forecast: OCT NOV DEC JAN FEB MAR
Borger L 310 18 27 45 54 36 18
--- --- --- --- --- --- ---
Sweeny L 234 27 18 45 60 36 27
--- --- --- --- --- --- ---
L____ ____ ____ ____ ____ ____ ____
L____ ____ ____ ____ ____ ____ ____
L____ ____ ____ ____ ____ ____ ____
L____ ____ ____ ____ ____ ____ ____
Subtotal: ____ ____ ____ ____ ____ ____
Sales Forecast: APR MAY JUN JUL AUG SEP
Borger L 310 18 9 9 9 9 9
--- --- --- --- --- --- ---
Sweeny L 234 18 9 9 18 18 27
--- --- --- --- --- --- ---
L____ ____ ____ ____ ____ ____ ____
L____ ____ ____ ____ ____ ____ ____
L____ ____ ____ ____ ____ ____ ____
L____ ____ ____ ____ ____ ____ ____
Subtotal: ____ ____ ____ ____ ____ ____
12 Month Total: _______