Warren Petroleum Company Propane Sales Agreement A Division of Chevron U.S.A. Inc. P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000 Prepare in original and five copies Purchaser Confirming Arrangements Made With Empire Gas Corporation Marty Lerum Address Arrangements Made By Date P.O. Box 303 R. E. Siedell August 23, 1995 City, State, Zip Warren No. Purchaser No. Lebanon, MO 65536 25076 1. Term: Warren will sell the following during period from September 01, 1995 ( ) Expires on__________________ (X) Until May 31, 1996 and continuing month to month thereafter unless and until canceled at the end of any month by either party giving the other not less than 60 days written notice prior to the proposed termination date. Product Approx. Unit Meas. Del. Price Vol. of Basis Location Method (net @ Measure (see 2) (see 2) Cents/ 60 Gallon degrees F) ------------------------------------------------------------------------- Propane GPA See Gallons T Pascagoula, MS T Posted Specifications Attch. price at A time of lifting ------------------------------------------------------------------------- 2. Measurement/Delivery Method V - Volumetric per API Tables 23 and 24 (see above) or 23A and 24A or 5A and 6A T. Trucks Other M - Mass per GPA 8182 ____________ O - Origin D - Destination ____________ C. Tank Cars ____________ ____________ ______ ------------------------------------------------------------------------- 3. Product: (X) Stenched ( ) Unstenched ------------------------------------------------------------------------- WARNING It is important that you periodically remind your customers and employees that even though ethyl mercaptan has been recognized as the best available odorant for propane, no odorant is effective 100% of the time. The odor of the gas may, under some circumstances, be reduced or lost if put into a tank that is new or that has been exposed to the air for extended periods. Electronic gas detectors (that emit a shrill sound in the presence of gas) should be recommended to your customers as an additional safety measure for detecting leaks. Your customers should be familiar with the smell of the odorant and their ability to smell it. Inform them that colds, allergies, smoking, alcohol, age, competing odors and simply "getting used to" the odor can cause them not to detect escaping gas. Familiarize yourself, your employees and your customers with the potential limitations of the odorant and the alleged phenomenon of "odor fade". Warren's Odorization Bulletins, Safety Guide and other safety materials are available to help with this familiarization. If you need additional information or materials to properly educate your employees and customers, please contact the NPGA, your state organization, or Warren Petroleum Company. ------------------------------------------------------------------------ 4. Seller send statements, invoices and shipping documentation to: Ms. Gwen Hogan Empire Gas Corporation P.O. Box 303 Lebanon, MO 65536 ------------------------------------------------------------------------ 5. Terms of Payment: 1% EFT 14 days. ------------------------------------------------------------------------ 6. Special Provisions: ------------------------------------------------------------------------ 7. In addition to the above terms and conditions, the General Provisions of this Product Sales Agreement and all Attachments are incorporated herein by reference and made a part of this Agreement. If you are in agreement with the foregoing terms and conditions including the indemnity provision, please so indicate by signing below and returning one copy of the Agreement to Warren. ------------------------------------------------------------------------ Accepted and Agreed to: Warren Petroleum Company Empire Gas Corporation A Division of Chevron U.S.A. Inc. By /s/ Kris Lindsey By /s/ R.E. Siedell Title V.P. Date Title 9/5/95 District Manager ------------------------------------------------------------------------ Distribution: Buyer for File Distribution Section, Tulsa Buyer for acceptance and Marketing Department, Tulsa return to Warren's Tulsa Retained by Originator Office Accounting Division, Tulsa GENERAL PROVISIONS PROPANE SALES 1. DELIVERIES A. When delivery is point of origin, delivery shall be deemed to have been completed: 1. To tank tricks when the product has actually been delivered into the trust; 2. To tank cars when the carrier accepts the same for shipment; 3. To pipelines upon metering of the product; B. When delivery is point of destination, delivery shall be deemed to have been completed: 1. From tank trucks when truck has been placed at buyer's facilities for unloading; 2. From tank cars when carrier delivers same at the destination; C. Seller shall not be liable to Buyer for quantity or quality of product, after completion of delivery. Buyer agrees that the handling, care or use of product shall thereafter be at Buyer's sole risk and expense. 2. MEASUREMENT - Measurement shall be done in the manner customarily utilized at the point of delivery 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. 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 pipeline, quantity shall be determined by turbine or positive displacement pipeline meter in accordance with API Manual of Petroleum Measurement Standards. D. All quantities shall be corrected to 60 degrees Fahrenheit and equilibrium vapor pressure at 60 degrees Fahrenheit. E. Volume and compressibility correction factors shall be determined from referenced API tables or computer programs used to generate these tables. 3. PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk of loss shall pass to Buyer upon delivery. Seller warrants to Buyer that it has title to the product(s) delivered by it hereunder and the right to deliver same, and agrees to indemnify, defend and hold the Buyer harmless from and gains any loss, claim or demand by reason of any failure of such title or breach of this warranty. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 4. TAXES - Any tax, fee, or other exaction, now or hereafter, levied or assessed by any governmental authority upon, or as a result of the transaction herein provided for, or the goods or source materials thereof which ar the subject matter of this Agreement, shall, if payable by Seller, be paid by Buyer on demand by Seller. Any personal property taxes levied or assessed by any governmental authority upon the products covered by this Agreement shall be paid by the party having title thereto at the time of such assessment. Buyer shall furnish Seller proper exemption certificate where tax exemption is claimed on any product(s) delivered hereunder. 5. GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it delivers hereunder will be produced and delivered in full compliance with all applicable federal and state laws and regulations and all Presidential Proclamations which may be applicable. This agreement shall be subject to the jurisdiction of, governed by and construed in accordance with the laws of the State of Oklahoma including the Uniform Commercial Code. Seller agrees to comply with the provisions contained in Exhibit "A" if attached hereto, to the extent that such provisions are legally applicable to Seller. 6. 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 its control, then in any such event, it is agreed that the affected party shall give prompt notice and full particulars of such force majeure to the other party. The obligations of the affected party 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. 7. ASSIGNMENT - This Agreement shall extend to and be binding upon the parties thereto, their heirs, successors and assigns; but it is expressly agreed that neither party shall voluntarily assign this Agreement without the prior written consent to the other. 8. NOTICE - Any notice hereunder shall be in writing and shall be delivered personally, by mail, by fax, by telex, or by telegram to the address set forth on the attached agreement, unless changed by notice. such notice shall be deemed to have been given on the date of the delivery thereof. 9. WAIVER - The waiver by either party of the breach of any provision hereof by the other party shall not be a waiver of the breach of any other provision or provisions hereof or of any subsequent or continuing breach of such provision or provisions. 10. ALTERATIONS - No oral promises, agreements or warranties shall be deemed a part hereof, nor shall nay 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, signed by the party charged. 11. INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller and transmitted to the Buyer from time to time during the month. Unless otherwise specified, payment is due within ten (10) days after receipt of invoice. If payment is not made within the time allowed under this Agreement, then Seller may charge interest on the unpaid balance at the lesser of 11/2% per month or the highest rate permitted by Oklahoma law and Seller shall be entitled to recover its reasonable costs of collection, including attorney's fee. 12. FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial responsibility of Buyer becomes impaired or unsatisfactory, advance cash payments or acceptable security (including, but not limited to a letter of credit form a financial institution acceptable to Seller) may be required by Seller, and if Buyer fails to provide such, Seller may without waiving any rights or remedies, withhold further deliveries until such payment or security is received. Buyer's duty to provide the hereinabove credit assurance shall be a condition precedent to Seller's obligation to perform under this agreement. 13. 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 audit the applicable records of the other party solely for the purpose of determining whether there has been compliance with this paragraph. 14. AUDIT - Each party and its authorized representatives shall have access to the accounting records and other documents maintained by the other party which relate to the product being sold to the other party under this Agreement and shall have the right to audit such records once a year a any reasonable time or times during the term of this Agreement and for two years after the year in which this Agreement terminates. Neither party shall make claim on the other for any adjustment after said two-year period. 15. TANK CARS - If Seller's tank cars are used and they are not unloaded and returned to railroad, Buyer shall be liable to Seller for rental at the rate of $50.00 for each day or fraction thereof in excess of 7 days. Tank cars shall not be diverted without Seller's written consent. 16. QUALITY - All products delivered under this Agreement shall meet the latest GPA specifications for that product and contain no deleterious substances. Product delivered under this agreement shall not contain concentrations of any contaminations that may make it or its components commercially unacceptable in general industry application. Any requirements of buyer pertaining to potential contaminants and/or specific hydrocarbon composition not listed in the product specification must be identified by buyer and allowable concentrations agreed to in writing by both parties prior to delivery. 17. SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand situation, Warren may not have sufficient supplies of product to be delivered hereunder to meet the full requirements of all of its customers, contract or otherwise. whenever that situation exists, Warren shall have, in addition to any other rights Warren may have under this Agreement, the right to reduce deliveries of such product on any basis which in Warren's opinion is equitable, allowing for such priorities to such priorities to such classes of customers as Warren deems appropriate. If any such reduction occurs, Buyer shall have the option to terminate this Agreement as to any or all products by fifteen (15) day's notice, given within thirty (3) days of the notice of reduction. 18. BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not represent or permit any other person to represent, that the product delivered hereunder is the product of Warren. All products delivered to Buyer hereunder shall be used or sold under Buyer's own brand names or under brand names approved by Warren, and Buyer shall not authorize or permit said product to be used or sold under any other brand names. 19. CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this Agreement is engaged in an independent business and nothing herein contained shall be construed as giving Warren any right to control Buyer in any way in its performance of its business. Warren has no right to exercise control over any Buyer's employees. All employees of Buyer shall be entirely under the control and direction of Buyer who shall be responsible for their actions. and omissions 20. INDEMNITY - If Warren provides adequate documentation of the odorization required by this contract, buyer agrees to define and hold Warren harmless from all expenses (including attorney's fees) or liability arising from any claims of whatever kind due to injuries or damages which occur after delivery to Buyer in connection with the transportation, use or handling of product covered hereunder. BUYER'S INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE THE SOLE CAUSE OF SUCH DAMAGES. 21. PRICES - Prices hereunder may be changed at any time by Warren upon notice given either electronically (i.e. fax, DTN or phone) or by U.S. Mail, effective when sent. If any such notice shall increase Warren's price to Buyer at any shipping point or destination above Warren's price for such product or freight in effect during the elapsed portion of the calendar year in which Warren's notice is effective, Buyer may by written notice to Warren given and effective within fifteen (15) days the date of Warren's notice, terminate this contract with respect to such shipping ponit or destination. 22. ODORIZATION - Unless otherwise specifically agreed in writing, Buyer hereby requests that the propane sold hereunder be odorize with not less than 1.0 lb. of ethyl mercaptan per 10,000 gallons. Buyer warrants that compliance with its request will satisfy all applicable legal requirements. 23. PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety Bulletin for odorized propane and is knowledgeable of the hazards or risks in handling or using the product. Buyer agrees that Buyer shall inform its employees, contractors and customers of any hazards or risks associated with the product. Warren will make available to Buyer Warning Decals that are intended to be placed on consumer tanks or equipment and copies of its Safety Guide. Buyer agrees to supply its customers with these materials or other reasonably equivalent safety material to warn them of the potential hazards or risks in using odorized propane. 24. INCIDENT - Buyer shall notify Warren as soon as possible after it becomes aware of any fires or explosions occurring at locations propane purchase hereunder is used. Buyer will inform Warren if said product is involved and will fully cooperate with Warren in obtaining a propane sample and any other investigation Warren deems necessary. Buyers Initials __________ ATTACHMENT A TO PROPANE SALES AGREEMENT NO. 25076 1. TRADEMARK. Buyer acknowledges that the CHEVRON and WARRENGAS Trademarks are valuable property rights belonging to Chevron Corporation and its subsidiaries, including Chevron U.S.A. inc. and that any use thereof by Buyer in connection with this agreement is solely for the purposes of advertising products obtained from such subsidiaries. Upon termination of this agreement, Buyer agrees that it will make no further use of such trademarks or any other mark, name or designs confusingly similar therewith. 2. QUANTITY. During the term hereof, Buyer agreed to buy the product herein specified in monthly quantities of not less than the minimum set forth below and Warren agrees to sell said quantities to Buyer. Buyer shall purchase such entities as evenly as possible during each month. If during any period of this agreement the quantity of product Warren is obligate to deliver to Buyer is prescribed by government rules, regulations or orders, then the quantity of product covered by this agreement shall be the quantity so prescribed for such period and Buyer agrees to buy and Warren agrees to sell such Quantity. VOLUME (IN THOUSAND OF GALLONS) EST. VOL. EST. VOL. April 36 October 36 May 36 November 45 June 18 December 45 July 18 January 54 August 27 February 45 September 36 March 36 For the purpose of determining compliance with the above quantity schedule, purchase of product shall be allocated to the month in which shipment is made. Should either party fail to comply in any amount with the above schedule, the other party may elect to terminate this agreement by mailing notice of such termination on or before the 20th day of the succeeding month. If the Buyer fails to purchase 100% of the above specified minimum monthly quantities during any month or months and Warren does not elect to terminate this agreement, Warren shall not be obligated hereunder to sell to Buyer in any of the succeeding six months more than one and one half times the average monthly quantity which Buyer actually purchased during the preceding six-month period. When delivery is into tank trucks furnished by Buyer, the delivery ticket showing the quantity delivered shall be signed by the loader as the agent of Warren and by the truck driver as the agent of the Buyer; such quantities shall be conclusively presumed to have been delivered to Buyer. On or before the 1st day of each month Buyer shall inform Warren of quantities required during such month, delivery dates, and when applicable, destinations of each shipment. Warren shall not be obligated to ship less than a tank car or tank truck load. 3. Method of Delivery: _X_ By tank truck furnished by Buyer. By tank truck furnished by Warren. By tank truck furnished by _____ with a capacity of _____ gallons each. PRICE INFORMATION Prices in effect as of August 24, 1995 Sales based on (X) Shipping point price or ( ) Destination price SHIPPING OR PRICING PRICE IN FREIGHT POINTS DESTINATIONS PRODUCTS CENTS/GALLONS CHARGES -------------------------------------------------------------------------- Pascagoula, Various Propane 33.75 N/A MS ------------------------ Warren Petroleum Company Propane Sales Agreement A Division of Chevron U.S.A. Inc. P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000 Prepare in original and five copies - ----------------------------------------------------------------------------- Purchaser Confirming Arrangements Made With Empire Gas Corporation Marty Lerum - ----------------------------------------------------------------------------- Address Arrangements Made By Date P.O. Box 303 R. E. Siedell August 24, 1995 - ----------------------------------------------------------------------------- City, State, Zip Warren No. Purchaser No. Lebanon, MO 65536 25078 - ----------------------------------------------------------------------------- 1. Term: Warren will sell the following during period from September 01, 1995 |_| Expires on__________________ |X| Until May 31, 1996 and continuing month to month thereafter unless and until canceled at the end of any month by either party giving the other not less than 60 days written notice prior to the proposed termination date. - ----------------------------------------------------------------------------- Product Approx. Vol. Unit of Meas. Del. Price (net @ Measure Basis Location Method Cents/ 60(degree)F) (see 2) (see 2) Gallon - ----------------------------------------------------------------------------- Propane GPA See Attch. Gallons T Greenville, MS T Posted Specifications A price at time of lifting - ----------------------------------------------------------------------------- 2. Measurement/Delivery Method (see above) V - Volumetric per API Tables 23 T. Trucks__________ Other _____________ and 24 or 23A and 24A or 5A C. Tank______________________________ and 6A M - Mass per GPA 8182 O - OriD - Destination - ----------------------------------------------------------------------------- 3. Product: |X| |_| Unstenched - ----------------------------------------------------------------------------- WARNING It is important that you periodically remind your customers and employees that even though ethyl mercaptan has been recognized as the best available odorant for propane, no odorant is effective 100% of the time. the odor of the gas may, under some circumstances, be reduced or lost if put into a tank that is new or that has been exposed to the air for extended periods. Electronic gas detectors (that emit a shrill sound in the presence of gas) should be recommended to your customers as an additional safety measure for detecting leaks. Your customers should be familiar with the smell of the odorant and their ability to smell it. Inform them that colds, allergies, smoking, alcohol, age, competing odors and simply "getting used to" the odor can cause them not to detect escaping gas. Familiarize yourself, your employees and your customers with the potential limitations of the odorant and the alleged phenomenon of "odor fade". Warren's Odorization Bulletins, Safety Guide and other safety materials are available to help with this familiarization. If you need additional information or materials to properly educate your employees and customers, please contact the NPGA, your state organization, or Warren Petroleum Company. - ----------------------------------------------------------------------------- 4. Seller send statements, invoices and shipping documentation to: Ms. Gwen Hogan Empire Gas Corporation P.O. Box 303 Lebanon, MO 65536 - ----------------------------------------------------------------------------- 5. Terms of Payment: 1% EFT 14 days. - ----------------------------------------------------------------------------- 6. Special Provisions: - ----------------------------------------------------------------------------- 7. In addition to the above terms and conditions, the General Provisions of this Product Sales Agreement and all Attachments are incorporated herein by reference and made a part of this Agreement. If you are in agreement with the foregoing terms and conditions including the indemnity provision, please so indicate by signing below and returning one copy of the Agreement to Warren. - ----------------------------------------------------------------------------- Accepted and Agreed to: Warren Petroleum Company Empire Gas Corporation A Division of Chevron U.S.A. Inc. - ----------------------------------------------------------------------------- By /s/ Kris Lindsey By /s/ R.E. Siedell - ----------------------------------------------------------------------------- Title V.P. Date Title 9/05/95 District Manager - ----------------------------------------------------------------------------- Distribution: Buyer for File Distribution Section, Tulsa Buyer for acceptance Marketing Department, Tulsa and return to Warren Retained by Originator Accounting Division, Tulsa GENERAL PROVISIONS PROPANE SALES 1. DELIVERIES A. When delivery is point of origin, delivery shall be deemed to have been completed: 1. To tank tricks when the product has actually been delivered into the trust; 2. To tank cars when the carrier accepts the same for shipment; 3. To pipelines upon metering of the product; B. When delivery is point of destination, delivery shall be deemed to have been completed: 1. From tank trucks when truck has been placed at buyer's facilities for unloading; 2. From tank cars when carrier delivers same at the destination; C. Seller shall not be liable to Buyer for quantity or quality of product, after completion of delivery. Buyer agrees that the handling, care or use of product shall thereafter be at Buyer's sole risk and expense. 2. MEASUREMENT - Measurement shall be done in the manner customarily utilized at the point of delivery 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. 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 pipeline, quantity shall be determined by turbine or positive displacement pipeline meter in accordance with API Manual of Petroleum Measurement Standards. D. All quantities shall be corrected to 60 degrees Fahrenheit and equilibrium vapor pressure at 60 degrees Fahrenheit. E. Volume and compressibility correction factors shall be determined from referenced API tables or computer programs used to generate these tables. 3. PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk of loss shall pass to Buyer upon delivery. Seller warrants to Buyer that it has title to the product(s) delivered by it hereunder and the right to deliver same, and agrees to indemnify, defend and hold the Buyer harmless from and gains any loss, claim or demand by reason of any failure of such title or breach of this warranty. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 4. TAXES - Any tax, fee, or other exaction, now or hereafter, levied or assessed by any governmental authority upon, or as a result of the transaction herein provided for, or the goods or source materials thereof which ar the subject matter of this Agreement, shall, if payable by Seller, be paid by Buyer on demand by Seller. Any personal property taxes levied or assessed by any governmental authority upon the products covered by this Agreement shall be paid by the party having title thereto at the time of such assessment. Buyer shall furnish Seller proper exemption certificate where tax exemption is claimed on any product(s) delivered hereunder. 5. GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it delivers hereunder will be produced and delivered in full compliance with all applicable federal and state laws and regulations and all Presidential Proclamations which may be applicable. This agreement shall be subject to the jurisdiction of, governed by and construed in accordance with the laws of the State of Oklahoma including the Uniform Commercial Code. Seller agrees to comply with the provisions contained in Exhibit "A" if attached hereto, to the extent that such provisions are legally applicable to Seller. 6. 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 its control, then in any such event, it is agreed that the affected party shall give prompt notice and full particulars of such force majeure to the other party. The obligations of the affected party 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. 7. ASSIGNMENT - This Agreement shall extend to and be binding upon the parties thereto, their heirs, successors and assigns; but it is expressly agreed that neither party shall voluntarily assign this Agreement without the prior written consent to the other. 8. NOTICE - Any notice hereunder shall be in writing and shall be delivered personally, by mail, by fax, by telex, or by telegram to the address set forth on the attached agreement, unless changed by notice. such notice shall be deemed to have been given on the date of the delivery thereof. 9. WAIVER - The waiver by either party of the breach of any provision hereof by the other party shall not be a waiver of the breach of any other provision or provisions hereof or of any subsequent or continuing breach of such provision or provisions. 10.ALTERATIONS - No oral promises, agreements or warranties shall be deemed a part hereof, nor shall nay 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, signed by the party charged. 11.INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller and transmitted to the Buyer from time to time during the month. Unless otherwise specified, payment is due within ten (10) days after receipt of invoice. If payment is not made within the time allowed under this Agreement, then Seller may charge interest on the unpaid balance at the lesser of 1 1/2% per month or the highest rate permitted by Oklahoma law and Seller shall be entitled to recover its reasonable costs of collection, including attorney's fee. 12.FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial responsibility of Buyer becomes impaired or unsatisfactory, advance cash payments or acceptable security (including, but not limited to a letter of credit form a financial institution acceptable to Seller) may be required by Seller, and if Buyer fails to provide such, Seller may without waiving any rights or remedies, withhold further deliveries until such payment or security is received. Buyer's duty to provide the hereinabove credit assurance shall be a condition precedent to Seller's obligation to perform under this agreement. 13.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 audit the applicable records of the other party solely for the purpose of determining whether there has been compliance with this paragraph. 14.AUDIT - Each party and its authorized representatives shall have access to the accounting records and other documents maintained by the other party which relate to the product being sold to the other party under this Agreement and shall have the right to audit such records once a year a any reasonable time or times during the term of this Agreement and for two years after the year in which this Agreement terminates. Neither party shall make claim on the other for any adjustment after said two-year period. 15.TANK CARS - If Seller's tank cars are used and they are not unloaded and returned to railroad, Buyer shall be liable to Seller for rental at the rate of $50.00 for each day or fraction thereof in excess of 7 days. Tank cars shall not be diverted without Seller's written consent. 16.QUALITY - All products delivered under this Agreement shall meet the latest GPA specifications for that product and contain no deleterious substances. Product delivered under this agreement shall not contain concentrations of any contaminations that may make it or its components commercially unacceptable in general industry application. Any requirements of buyer pertaining to potential contaminants and/or specific hydrocarbon composition not listed in the product specification must be identified by buyer and allowable concentrations agreed to in writing by both parties prior to delivery. 17.SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand situation, Warren may not have sufficient supplies of product to be delivered hereunder to meet the full requirements of all of its customers, contract or otherwise. whenever that situation exists, Warren shall have, in addition to any other rights Warren may have under this Agreement, the right to reduce deliveries of such product on any basis which in Warren's opinion is equitable, allowing for such priorities to such priorities to such classes of customers as Warren deems appropriate. If any such reduction occurs, Buyer shall have the option to terminate this Agreement as to any or all products by fifteen (15) day's notice, given within thirty (3) days of the notice of reduction. 18.BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not represent or permit any other person to represent, that the product delivered hereunder is the product of Warren. All products delivered to Buyer hereunder shall be used or sold under Buyer's own brand names or under brand names approved by Warren, and Buyer shall not authorize or permit said product to be used or sold under any other brand names. 19.CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this Agreement is engaged in an independent business and nothing herein contained shall be construed as giving Warren any right to control Buyer in any way in its performance of its business. Warren has no right to exercise control over any Buyer's employees. All employees of Buyer shall be entirely under the control and direction of Buyer who shall be responsible for their actions. and omissions 20.INDEMNITY - If Warren provides adequate documentation of the odorization required by this contract, buyer agrees to define and hold Warren harmless from all expenses (including attorney's fees) or liability arising from any claims of whatever kind due to injuries or damages which occur after delivery to Buyer in connection with the transportation, use or handling of product covered hereunder. BUYER'S INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE THE SOLE CAUSE OF SUCH DAMAGES. 21.PRICES - Prices hereunder may be changed at any time by Warren upon notice given either electronically (i.e. fax, DTN or phone) or by U.S. Mail, effective when sent. If any such notice shall increase Warren's price to Buyer at any shipping point or destination above Warren's price for such product or freight in effect during the elapsed portion of the calendar year in which Warren's notice is effective, Buyer may by written notice to Warren given and effective within fifteen (15) days the date of Warren's notice, terminate this contract with respect to such shipping ponit or destination. 22.ODORIZATION - Unless otherwise specifically agreed in writing, Buyer hereby requests that the propane sold hereunder be odorize with not less than 1.0 lb. of ethyl mercaptan per 10,000 gallons. Buyer warrants that compliance with its request will satisfy all applicable legal requirements. 23.PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety Bulletin for odorized propane and is knowledge- able of the hazards or risks in handling or using the product. Buyer agrees that Buyer shall inform its employees, contractors and customers of any hazards or risks associated with the product. Warren will make available to Buyer Warning Decals that are intended to be placed on consumer tanks or equipment and copies of its Safety Guide. Buyer agrees to supply its customers with these materials or other reasonably equivalent safety material to warn them of the potential hazards or risks in using odorized propane. 24.INCIDENT - Buyer shall notify Warren as soon as possible after it becomes aware of any fires or explosions occurring at locations propane purchase hereunder is used. Buyer will inform Warren if said product is involved and will fully cooperate with Warren in obtaining a propane sample and any other investigation Warren deems necessary. Buyers Initials __________ ATTACHMENT A TO PROPANE SALES AGREEMENT NO. 25078 1. TRADEMARK. Buyer acknowledges that the CHEVRON and WARRENGAS Trademarks are valuable property rights belonging to Chevron Corporation and its subsidiaries, including Chevron U.S.A. inc. and that any use thereof by Buyer in connection with this agreement is solely for the purposes of advertising products obtained from such subsidiaries. Upon termination of this agreement, Buyer agrees that it will make no further use of such trademarks or any other mark, name or designs confusingly similar therewith. 2. QUANTITY. During the term hereof, Buyer agreed to buy the product herein specified in monthly quantities of not less than the minimum set forth below and Warren agrees to sell said quantities to Buyer. Buyer shall purchase such entities as evenly as possible during each month. If during any period of this agreement the quantity of product Warren is obligate to deliver to Buyer is prescribed by government rules, regulations or orders, then the quantity of product covered by this agreement shall be the quantity so prescribed for such period and Buyer agrees to buy and Warren agrees to sell such Quantity. VOLUME (IN THOUSAND OF GALLONS) EST. VOL. EST. VOL. April 0 October 320 -------- -------- --------- -------- May 0 November 400 -------- -------- --------- -------- June 0 December 420 -------- -------- --------- -------- July 0 January 520 -------- -------- --------- -------- August 0 February 400 -------- -------- --------- -------- September 0 March 350 -------- -------- --------- -------- For the purpose of determining compliance with the above quantity schedule, purchase of product shall be allocated to the month in which shipment is made. Should either party fail to comply in any amount with the above schedule, the other party may elect to terminate this agreement by mailing notice of such termination on or before the 20th day of the succeeding month. If the Buyer fails to purchase 100% of the above specified minimum monthly quantities during any month or months and Warren does not elect to terminate this agreement, Warren shall not be obligated hereunder to sell to Buyer in any of the succeeding six months more than one and one half times the average monthly quantity which Buyer actually purchased during the preceding six-month period. When delivery is into tank trucks furnished by Buyer, the delivery ticket showing the quantity delivered shall be signed by the loader as the agent of Warren and by the truck driver as the agent of the Buyer; such quantities shall be conclusively presumed to have been delivered to Buyer. On or before the 1st day of each month Buyer shall inform Warren of quantities required during such month, delivery dates, and when applicable, destinations of each shipment. Warren shall not be obligated to ship less than a tank car or tank truck load. 3. Method of Delivery X By tank truck furnished by Buyer. XX By tank truck furnished by Warren. _________ By tank truck furnished by ____________ with a capacity of __________ gallons each. PRICE INFORMATION Prices in effect as of August 24, 1995 Sales based on |X| Shipping point price or |_| Destination price SHIPPING OR PRICE IN FREIGHT PRICING POINTS DESTINATIONS PRODUCTS CENTS/GALLONS CHARGES - ----------------- ------------ -------- ------------- ------- * Greenville, MS Various Propane 37.25 n/a ** Greenville, MS Various Propane 37.25 As applicable based upon destinations ------------------------ Warren Petroleum Company Propane Sales Agreement A Division of Chevron U.S.A. Inc. P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000 Prepare in original and five copies Purchaser Confirming Arrangements Made With Empire Gas Corporation Marty Lerum Address Arrangements Made By Date P.O. Box 303 R. E. Siedell August 24, 1995 City, State, Zip Warren No. Purchaser No. Lebanon, MO 65536 25079 1. Term: Warren will sell the following during period from September 01, 1995 ( ) Expires on__________________ (X) Until May 31, 1996 and continuing month to month thereafter unless and until canceled at the end of any month by either party giving the other not less than 60 days written notice prior to the proposed termination date. Product Approx. Unit Meas. Del. Price Vol. of Basis Method Cents/ (net @ Measure (See 2) Location (see 2) Gallon 60 degrees F) ------------------------------------------------------------------------- Propane GPA See Gallons T Breaux Bridge, T Posted Specifications Attch. Eunice, price at A Napoleonville, T time of Norco, lifting Riverside, T Tebone, Toca, LA ------------------------------------------------------------------------- 2. Measurement/Delivery Method V - Volumetric per API Tables 23 and (see above) 24 or 23A and 24A or 5A and 6A T. Trucks Other M - Mass per GPA 8182 ____________ O - Origin D - Destination ____________ C. Tank Cars ____________ ____________ ------------------------------------------------------------------------- 3. Product: (X) Stenched ( ) Unstenched ------------------------------------------------------------------------- WARNING It is important that you periodically remind your customers and employees that even though ethyl mercaptan has been recognized as the best available odorant for propane, no odorant is effective 100% of the time. the odor of the gas may, under some circumstances, be reduced or lost if put into a tank that is new or that has been exposed to the air for extended periods. Electronic gas detectors (that emit a shrill sound in the presence of gas) should be recommended to your customers as an additional safety measure for detecting leaks. Your customers should be familiar with the smell of the odorant and their ability to smell it. Inform them that colds, allergies, smoking, alcohol, age, competing odors and simply "getting used to" the odor can cause them not to detect escaping gas. Familiarize yourself, your employees and your customers with the potential limitations of the odorant and the alleged phenomenon of "odor fade". Warren's Odorization Bulletins, Safety Guide and other safety materials are available to help with this familiarization. If you need additional information or materials to properly educate your employees and customers, please contact the NPGA, your state organization, or Warren Petroleum Company. ------------------------------------------------------------------------ 4. Seller send statements, invoices and shipping documentation to: Ms. Gwen Hogan Empire Gas Corporation P.O. Box 303 Lebanon, MO 65536 ------------------------------------------------------------------------ 5. Terms of Payment: 1% EFT 14 days. ------------------------------------------------------------------------ 6. Special Provisions: 1. This Agreement cancels and supersedes Warren's PSA 59146 dated September 01, 1994. ------------------------------------------------------------------------ 7. In addition to the above terms and conditions, the General Provisions of this Product Sales Agreement and all Attachments are incorporated herein by reference and made a part of this Agreement. If you are in agreement with the foregoing terms and conditions including the indemnity provision, please so indicate by signing below and returning one copy of the Agreement to Warren. Accepted and Agreed to: Warren Petroleum Company Empire Gas Corporation A Division of Chevron U.S.A. Inc. By /s/ Kris Lindsey By /s/ R.E. Siedell Title V.P. Date Title 9/05/95 District Manager Distribution: Buyer for File Distribution Section, Tulsa Buyer for acceptance and Marketing Department, Tulsa return to Warren's Tulsa Retained by Originator Office Accounting Division, Tulsa GENERAL PROVISIONS PROPANE SALES 1. DELIVERIES A. When delivery is point of origin, delivery shall be deemed to have been completed: 1. To tank tricks when the product has actually been delivered into the trust; 2. To tank cars when the carrier accepts the same for shipment; 3. To pipelines upon metering of the product; B. When delivery is point of destination, delivery shall be deemed to have been completed: 1. From tank trucks when truck has been placed at buyer's facilities for unloading; 2. From tank cars when carrier delivers same at the destination; C. Seller shall not be liable to Buyer for quantity or quality of product, after completion of delivery. Buyer agrees that the handling, care or use of product shall thereafter be at Buyer's sole risk and expense. 2. MEASUREMENT - Measurement shall be done in the manner customarily utilized at the point of delivery 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. 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 pipeline, quantity shall be determined by turbine or positive displacement pipeline meter in accordance with API Manual of Petroleum Measurement Standards. D. All quantities shall be corrected to 60 degrees Fahrenheit and equilibrium vapor pressure at 60 degrees Fahrenheit. E. Volume and compressibility correction factors shall be determined from referenced API tables or computer programs used to generate these tables. 3. PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk of loss shall pass to Buyer upon delivery. Seller warrants to Buyer that it has title to the product(s) delivered by it hereunder and the right to deliver same, and agrees to indemnify, defend and hold the Buyer harmless from and gains any loss, claim or demand by reason of any failure of such title or breach of this warranty. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 4. TAXES - Any tax, fee, or other exaction, now or hereafter, levied or assessed by any governmental authority upon, or as a result of the transaction herein provided for, or the goods or source materials thereof which ar the subject matter of this Agreement, shall, if payable by Seller, be paid by Buyer on demand by Seller. Any personal property taxes levied or assessed by any governmental authority upon the products covered by this Agreement shall be paid by the party having title thereto at the time of such assessment. Buyer shall furnish Seller proper exemption certificate where tax exemption is claimed on any product(s) delivered hereunder. 5. GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it delivers hereunder will be produced and delivered in full compliance with all applicable federal and state laws and regulations and all Presidential Proclamations which may be applicable. This agreement shall be subject to the jurisdiction of, governed by and construed in accordance with the laws of the State of Oklahoma including the Uniform Commercial Code. Seller agrees to comply with the provisions contained in Exhibit "A" if attached hereto, to the extent that such provisions are legally applicable to Seller. 6. 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 its control, then in any such event, it is agreed that the affected party shall give prompt notice and full particulars of such force majeure to the other party. The obligations of the affected party 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. 7. ASSIGNMENT - This Agreement shall extend to and be binding upon the parties thereto, their heirs, successors and assigns; but it is expressly agreed that neither party shall voluntarily assign this Agreement without the prior written consent to the other. 8. NOTICE - Any notice hereunder shall be in writing and shall be delivered personally, by mail, by fax, by telex, or by telegram to the address set forth on the attached agreement, unless changed by notice. such notice shall be deemed to have been given on the date of the delivery thereof. 9. WAIVER - The waiver by either party of the breach of any provision hereof by the other party shall not be a waiver of the breach of any other provision or provisions hereof or of any subsequent or continuing breach of such provision or provisions. 10. ALTERATIONS - No oral promises, agreements or warranties shall be deemed a part hereof, nor shall nay 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, signed by the party charged. 11. INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller and transmitted to the Buyer from time to time during the month. Unless otherwise specified, payment is due within ten (10) days after receipt of invoice. If payment is not made within the time allowed under this Agreement, then Seller may charge interest on the unpaid balance at the lesser of 11/2% per month or the highest rate permitted by Oklahoma law and Seller shall be entitled to recover its reasonable costs of collection, including attorney's fee. 12. FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial responsibility of Buyer becomes impaired or unsatisfactory, advance cash payments or acceptable security (including, but not limited to a letter of credit form a financial institution acceptable to Seller) may be required by Seller, and if Buyer fails to provide such, Seller may without waiving any rights or remedies, withhold further deliveries until such payment or security is received. Buyer's duty to provide the hereinabove credit assurance shall be a condition precedent to Seller's obligation to perform under this agreement. 13. 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 audit the applicable records of the other party solely for the purpose of determining whether there has been compliance with this paragraph. 14. AUDIT - Each party and its authorized representatives shall have access to the accounting records and other documents maintained by the other party which relate to the product being sold to the other party under this Agreement and shall have the right to audit such records once a year a any reasonable time or times during the term of this Agreement and for two years after the year in which this Agreement terminates. Neither party shall make claim on the other for any adjustment after said two-year period. 15. TANK CARS - If Seller's tank cars are used and they are not unloaded and returned to railroad, Buyer shall be liable to Seller for rental at the rate of $50.00 for each day or fraction thereof in excess of 7 days. Tank cars shall not be diverted without Seller's written consent. 16. QUALITY - All products delivered under this Agreement shall meet the latest GPA specifications for that product and contain no deleterious substances. Product delivered under this agreement shall not contain concentrations of any contaminations that may make it or its components commercially unacceptable in general industry application. Any requirements of buyer pertaining to potential contaminants and/or specific hydrocarbon composition not listed in the product specification must be identified by buyer and allowable concentrations agreed to in writing by both parties prior to delivery. 17. SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand situation, Warren may not have sufficient supplies of product to be delivered hereunder to meet the full requirements of all of its customers, contract or otherwise. whenever that situation exists, Warren shall have, in addition to any other rights Warren may have under this Agreement, the right to reduce deliveries of such product on any basis which in Warren's opinion is equitable, allowing for such priorities to such priorities to such classes of customers as Warren deems appropriate. If any such reduction occurs, Buyer shall have the option to terminate this Agreement as to any or all products by fifteen (15) day's notice, given within thirty (3) days of the notice of reduction. 18. BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not represent or permit any other person to represent, that the product delivered hereunder is the product of Warren. All products delivered to Buyer hereunder shall be used or sold under Buyer's own brand names or under brand names approved by Warren, and Buyer shall not authorize or permit said product to be used or sold under any other brand names. 19. CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this Agreement is engaged in an independent business and nothing herein contained shall be construed as giving Warren any right to control Buyer in any way in its performance of its business. Warren has no right to exercise control over any Buyer's employees. All employees of Buyer shall be entirely under the control and direction of Buyer who shall be responsible for their actions. and omissions 20. INDEMNITY - If Warren provides adequate documentation of the odorization required by this contract, buyer agrees to define and hold Warren harmless from all expenses (including attorney's fees) or liability arising from any claims of whatever kind due to injuries or damages which occur after delivery to Buyer in connection with the transportation, use or handling of product covered hereunder. BUYER'S INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE THE SOLE CAUSE OF SUCH DAMAGES. 21. PRICES - Prices hereunder may be changed at any time by Warren upon notice given either electronically (i.e. fax, DTN or phone) or by U.S. Mail, effective when sent. If any such notice shall increase Warren's price to Buyer at any shipping point or destination above Warren's price for such product or freight in effect during the elapsed portion of the calendar year in which Warren's notice is effective, Buyer may by written notice to Warren given and effective within fifteen (15) days the date of Warren's notice, terminate this contract with respect to such shipping ponit or destination. 22. ODORIZATION - Unless otherwise specifically agreed in writing, Buyer hereby requests that the propane sold hereunder be odorize with not less than 1.0 lb. of ethyl mercaptan per 10,000 gallons. Buyer warrants that compliance with its request will satisfy all applicable legal requirements. 23. PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety Bulletin for odorized propane and is knowledgeable of the hazards or risks in handling or using the product. Buyer agrees that Buyer shall inform its employees, contractors and customers of any hazards or risks associated with the product. Warren will make available to Buyer Warning Decals that are intended to be placed on consumer tanks or equipment and copies of its Safety Guide. Buyer agrees to supply its customers with these materials or other reasonably equivalent safety material to warn them of the potential hazards or risks in using odorized propane. 24. INCIDENT - Buyer shall notify Warren as soon as possible after it becomes aware of any fires or explosions occurring at locations propane purchase hereunder is used. Buyer will inform Warren if said product is involved and will fully cooperate with Warren in obtaining a propane sample and any other investigation Warren deems necessary. Buyers Initials __________ ATTACHMENT A TO PROPANE SALES AGREEMENT NO. 25079 1. TRADEMARK. Buyer acknowledges that the CHEVRON and WARRENGAS Trademarks are valuable property rights belonging to Chevron Corporation and its subsidiaries, including Chevron U.S.A. inc. and that any use thereof by Buyer in connection with this agreement is solely for the purposes of advertising products obtained from such subsidiaries. Upon termination of this agreement, Buyer agrees that it will make no further use of such trademarks or any other mark, name or designs confusingly similar therewith. 2. QUANTITY. During the term hereof, Buyer agreed to buy the product herein specified in monthly quantities of not less than the minimum set forth below and Warren agrees to sell said quantities to Buyer. Buyer shall purchase such entities as evenly as possible during each month. If during any period of this agreement the quantity of product Warren is obligate to deliver to Buyer is prescribed by government rules, regulations or orders, then the quantity of product covered by this agreement shall be the quantity so prescribed for such period and Buyer agrees to buy and Warren agrees to sell such Quantity. VOLUME (IN THOUSAND OF GALLONS) EST. VOL. EST. VOL. April 120 October 150 May 130 November 210 June 90 December 200 July 130 January 240 August 200 February 180 September 170 March 170 For the purpose of determining compliance with the above quantity schedule, purchase of product shall be allocated to the month in which shipment is made. Should either party fail to comply in any amount with the above schedule, the other party may elect to terminate this agreement by mailing notice of such termination on or before the 20th day of the succeeding month. If the Buyer fails to purchase 100% of the above specified minimum monthly quantities during any month or months and Warren does not elect to terminate this agreement, Warren shall not be obligated hereunder to sell to Buyer in any of the succeeding six months more than one and one half times the average monthly quantity which Buyer actually purchased during the preceding six-month period. When delivery is into tank trucks furnished by Buyer, the delivery ticket showing the quantity delivered shall be signed by the loader as the agent of Warren and by the truck driver as the agent of the Buyer; such quantities shall be conclusively presumed to have been delivered to Buyer. On or before the 1st day of each month Buyer shall inform Warren of quantities required during such month, delivery dates, and when applicable, destinations of each shipment. Warren shall not be obligated to ship less than a tank car or tank truck load. 3. Method of Delivery: X By tank truck furnished by Buyer. By tank truck furnished by Warren. By tank truck furnished by _____ with a capacity of _____ gallons each. PRICE INFORMATION Prices in effect as of August 24 , 19 95 Sales based on (X) Shipping point price or ( ) Destination price SHIPPING OR PRICING PRICE IN FREIGHT POINTS DESTINATIONS PRODUCTS CENTS/GALLONS CHARGES Breaux Bridge, LA Various Propane 32.25 N/A Eunice, LA Various Propane * N/A Napoleonville, LA Various Propane 31.75 N/A Norco, LA Various Propane 31.75 N/A Riverside, LA Various Propane 31.75 N/A Tebone, LA Various Propane 31.75 N/A Toca, LA Various Propane 31.75 N/A * Not available at present ------------------------ Warren Petroleum Company Propane Sales Agreement A Division of Chevron U.S.A. Inc. P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000 Prepare in original and five copies Purchaser Confirming Arrangements Made With Empire Gas Corporation Ms. Kris Lindsey Address Arrangements Made By Date P.O. Box 303 Mike Tracey 8/01/95 City, State, Zip Warren No. Purchaser Lebanon, MO 65536 23064 No. ------------------------------------------------------------------------- 1. Term: Warren will sell the following during period from August 1, 1995 ( ) Expires on__________________ (X) Until December 31, 1995 and continuing month to month thereafter unless and until canceled at the end of any month by either party giving the other not less than 60 days written notice prior to the proposed termination date. Product Product Approx. Unit Meas. Del. Price Description Vol. of Basis Method Cents/ and (net @ Measure (See 2) Location (see 2) Gallon Specifications 60 degrees F) ------------------------------------------------------------------------- Propane per GPA 2500 B Fashing, TX; El T Posted Specifications BPM Paso, TX; O Price at Mont Belvieu, Date of TX; Monument, NM O Lifting Dubach, LA O TX-42000 AR- 03000 NM-30000 D ------------------------------------------------------------------------- 2. Measurement/Delivery Method V - Volumetric per API Tables 23 and (see above) 24 or 23A and 24A or 5A and 6A T. Trucks Other M - Mass per GPA 8182 O - Origin D - Destination C. Tank Cars _____________ --------------------------------------------------------------------------- 3. Product: (X) Stenched ( ) Unstenched --------------------------------------------------------------------------- WARNING It is important that you periodically remind your customers and employees that even though ethyl mercaptan has been recognized as the best available odorant for propane, no odorant is effective 100% of the time. the odor of the gas may, under some circumstances, be reduced or lost if put into a tank that is new or that has been exposed to the air for extended periods. Electronic gas detectors (that emit a shrill sound in the presence of gas) should be recommended to your customers as an additional safety measure for detecting leaks. Your customers should be familiar with the smell of the odorant and their ability to smell it. Inform them that colds, allergies, smoking, alcohol, age, competing odors and simply "getting used to" the odor can cause them not to detect escaping gas. Familiarize yourself, your employees and your customers with the potential limitations of the odorant and the alleged phenomenon of "odor fade". Warren's Odorization Bulletins, Safety Guide and other safety materials are available to help with this familiarization. If you need additional information or materials to properly educate your employees and customers, please contact the NPGA, your state organization, or Warren Petroleum Company. --------------------------------------------------------------------------- 4. Seller send statements, invoices and shipping documentation to: Same as above. --------------------------------------------------------------------------- 5. Terms of Payment: 1% 10 Days, Net 15 Days --------------------------------------------------------------------------- 6. Special Provisions: I. This Sales Agreement cancels and supercedes SA No. 41033 dated 6/01/86. II. Thee will be a 2.00 cpg surcharge on any trucks loaded with less than 3500 gallons. III. Texas odorization fee will be billed as mandated by Texas law unless proper exemption forms are provided. --------------------------------------------------------------------------- 7. In addition to the above terms and conditions, the General Provisions of this Product Sales Agreement and all Attachments are incorporated herein by reference and made a part of this Agreement. If you are in agreement with the foregoing terms and conditions including the indemnity provision, please so indicate by signing below and returning one copy of the Agreement to Warren. Accepted and Agreed to: Warren Petroleum Company Empire Gas Corporation A Division of Chevron U.S.A. Inc. By /s/ Kris Lindsey By /s/ M.T. Tracey Title Kris Lindsey Date Title M.T. Tracey, Manager Vice President 8/31/ Southwest District 95 Distribution: Buyer for File Distribution Section, Tulsa Buyer for acceptance and Marketing Department, Tulsa return to Warren's Tulsa Retained by Originator Office Accounting Division, Tulsa GENERAL PROVISIONS PROPANE SALES 1. DELIVERIES A. When delivery is point of origin, delivery shall be deemed to have been completed: 1. To tank tricks when the product has actually been delivered into the trust; 2. To tank cars when the carrier accepts the same for shipment; 3. To pipelines upon metering of the product; B. When delivery is point of destination, delivery shall be deemed to have been completed: 1. From tank trucks when truck has been placed at buyer's facilities for unloading; 2. From tank cars when carrier delivers same at the destination; C. Seller shall not be liable to Buyer for quantity or quality of product, after completion of delivery. Buyer agrees that the handling, care or use of product shall thereafter be at Buyer's sole risk and expense. 2. MEASUREMENT - Measurement shall be done in the manner customarily utilized at the point of delivery 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. 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 pipeline, quantity shall be determined by turbine or positive displacement pipeline meter in accordance with API Manual of Petroleum Measurement Standards. D. All quantities shall be corrected to 60 degrees Fahrenheit and equilibrium vapor pressure at 60 degrees Fahrenheit. E. Volume and compressibility correction factors shall be determined from referenced API tables or computer programs used to generate these tables. 3. PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk of loss shall pass to Buyer upon delivery. Seller warrants to Buyer that it has title to the product(s) delivered by it hereunder and the right to deliver same, and agrees to indemnify, defend and hold the Buyer harmless from and gains any loss, claim or demand by reason of any failure of such title or breach of this warranty. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 4. TAXES - Any tax, fee, or other exaction, now or hereafter, levied or assessed by any governmental authority upon, or as a result of the transaction herein provided for, or the goods or source materials thereof which ar the subject matter of this Agreement, shall, if payable by Seller, be paid by Buyer on demand by Seller. Any personal property taxes levied or assessed by any governmental authority upon the products covered by this Agreement shall be paid by the party having title thereto at the time of such assessment. Buyer shall furnish Seller proper exemption certificate where tax exemption is claimed on any product(s) delivered hereunder. 5. GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it delivers hereunder will be produced and delivered in full compliance with all applicable federal and state laws and regulations and all Presidential Proclamations which may be applicable. This agreement shall be subject to the jurisdiction of, governed by and construed in accordance with the laws of the State of Oklahoma including the Uniform Commercial Code. Seller agrees to comply with the provisions contained in Exhibit "A" if attached hereto, to the extent that such provisions are legally applicable to Seller. 6. 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 its control, then in any such event, it is agreed that the affected party shall give prompt notice and full particulars of such force majeure to the other party. The obligations of the affected party 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. 7. ASSIGNMENT - This Agreement shall extend to and be binding upon the parties thereto, their heirs, successors and assigns; but it is expressly agreed that neither party shall voluntarily assign this Agreement without the prior written consent to the other. 8. NOTICE - Any notice hereunder shall be in writing and shall be delivered personally, by mail, by fax, by telex, or by telegram to the address set forth on the attached agreement, unless changed by notice. such notice shall be deemed to have been given on the date of the delivery thereof. 9. WAIVER - The waiver by either party of the breach of any provision hereof by the other party shall not be a waiver of the breach of any other provision or provisions hereof or of any subsequent or continuing breach of such provision or provisions. 10. ALTERATIONS - No oral promises, agreements or warranties shall be deemed a part hereof, nor shall nay 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, signed by the party charged. 11. INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller and transmitted to the Buyer from time to time during the month. Unless otherwise specified, payment is due within ten (10) days after receipt of invoice. If payment is not made within the time allowed under this Agreement, then Seller may charge interest on the unpaid balance at the lesser of 11/2% per month or the highest rate permitted by Oklahoma law and Seller shall be entitled to recover its reasonable costs of collection, including attorney's fee. 12. FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial responsibility of Buyer becomes impaired or unsatisfactory, advance cash payments or acceptable security (including, but not limited to a letter of credit form a financial institution acceptable to Seller) may be required by Seller, and if Buyer fails to provide such, Seller may without waiving any rights or remedies, withhold further deliveries until such payment or security is received. Buyer's duty to provide the hereinabove credit assurance shall be a condition precedent to Seller's obligation to perform under this agreement. 13. 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 audit the applicable records of the other party solely for the purpose of determining whether there has been compliance with this paragraph. 14. AUDIT - Each party and its authorized representatives shall have access to the accounting records and other documents maintained by the other party which relate to the product being sold to the other party under this Agreement and shall have the right to audit such records once a year a any reasonable time or times during the term of this Agreement and for two years after the year in which this Agreement terminates. Neither party shall make claim on the other for any adjustment after said two-year period. 15. TANK CARS - If Seller's tank cars are used and they are not unloaded and returned to railroad, Buyer shall be liable to Seller for rental at the rate of $50.00 for each day or fraction thereof in excess of 7 days. Tank cars shall not be diverted without Seller's written consent. 16. QUALITY - All products delivered under this Agreement shall meet the latest GPA specifications for that product and contain no deleterious substances. Product delivered under this agreement shall not contain concentrations of any contaminations that may make it or its components commercially unacceptable in general industry application. Any requirements of buyer pertaining to potential contaminants and/or specific hydrocarbon composition not listed in the product specification must be identified by buyer and allowable concentrations agreed to in writing by both parties prior to delivery. 17. SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand situation, Warren may not have sufficient supplies of product to be delivered hereunder to meet the full requirements of all of its customers, contract or otherwise. whenever that situation exists, Warren shall have, in addition to any other rights Warren may have under this Agreement, the right to reduce deliveries of such product on any basis which in Warren's opinion is equitable, allowing for such priorities to such priorities to such classes of customers as Warren deems appropriate. If any such reduction occurs, Buyer shall have the option to terminate this Agreement as to any or all products by fifteen (15) day's notice, given within thirty (3) days of the notice of reduction. 18. BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not represent or permit any other person to represent, that the product delivered hereunder is the product of Warren. All products delivered to Buyer hereunder shall be used or sold under Buyer's own brand names or under brand names approved by Warren, and Buyer shall not authorize or permit said product to be used or sold under any other brand names. 19. CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this Agreement is engaged in an independent business and nothing herein contained shall be construed as giving Warren any right to control Buyer in any way in its performance of its business. Warren has no right to exercise control over any Buyer's employees. All employees of Buyer shall be entirely under the control and direction of Buyer who shall be responsible for their actions. and omissions 20. INDEMNITY - If Warren provides adequate documentation of the odorization required by this contract, buyer agrees to define and hold Warren harmless from all expenses (including attorney's fees) or liability arising from any claims of whatever kind due to injuries or damages which occur after delivery to Buyer in connection with the transportation, use or handling of product covered hereunder. BUYER'S INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE THE SOLE CAUSE OF SUCH DAMAGES. 21. PRICES - Prices hereunder may be changed at any time by Warren upon notice given either electronically (i.e. fax, DTN or phone) or by U.S. Mail, effective when sent. If any such notice shall increase Warren's price to Buyer at any shipping point or destination above Warren's price for such product or freight in effect during the elapsed portion of the calendar year in which Warren's notice is effective, Buyer may by written notice to Warren given and effective within fifteen (15) days the date of Warren's notice, terminate this contract with respect to such shipping ponit or destination. 22. ODORIZATION - Unless otherwise specifically agreed in writing, Buyer hereby requests that the propane sold hereunder be odorize with not less than 1.0 lb. of ethyl mercaptan per 10,000 gallons. Buyer warrants that compliance with its request will satisfy all applicable legal requirements. 23. PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety Bulletin for odorized propane and is knowledgeable of the hazards or risks in handling or using the product. Buyer agrees that Buyer shall inform its employees, contractors and customers of any hazards or risks associated with the product. Warren will make available to Buyer Warning Decals that are intended to be placed on consumer tanks or equipment and copies of its Safety Guide. Buyer agrees to supply its customers with these materials or other reasonably equivalent safety material to warn them of the potential hazards or risks in using odorized propane. 24. INCIDENT - Buyer shall notify Warren as soon as possible after it becomes aware of any fires or explosions occurring at locations propane purchase hereunder is used. Buyer will inform Warren if said product is involved and will fully cooperate with Warren in obtaining a propane sample and any other investigation Warren deems necessary. Buyers Initials __________ ------------------------ Warren Petroleum Company Propane Sales Agreement A Division of Chevron U.S.A. Inc. P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000 Prepare in original and five copies Purchaser Confirming Arrangements Made With Empire Gas Corporation Marty Larem Address Arrangements Made By Date 5/1/96 P.O. Box 303 J. K. Nelson City, State, Zip Warren No. 27023 Purchaser No. Lebanon, MO 65536 1. Term: Warren will sell the following during period from MAY 1, 1996 ( ) Expires on__________________ (X) Until April 30, 1997 and continuing month to month thereafter unless and until canceled at the end of any month by either party giving the other not less than 60 days written notice prior to the proposed termination date. Product Product Approx. Unit Meas. Del. Price Description Vol. of Basis Method Cents/ and (net @ Measure (See 2) Location (see 2) /Gallon Specifications 60 degrees F) --------------------------------------------------------------------------- COMMERCIAL * ** T FLORIDA BASE T * PROPANE *SEE ATTACHMENT A **SEE GENERAL *SEE GENERAL PROVISIONS PROVISIONS PROPANE (2) PROPANE SALES (21) --------------------------------------------------------------------------- 2. Measurement/Delivery Method V - Volumetric per API Tables 23 and 24 (see above) or 23A and 24A or 5A and 6A T. Trucks Other M - Mass per GPA 8182 O - Origin D - Destination C. Tank Cars --------------------------------------------------------------------------- 3. Product: (X) Stenched ( ) Unstenched --------------------------------------------------------------------------- WARNING It is important that you periodically remind your customers and employees that even though ethyl mercaptan has been recognized as the best available odorant for propane, no odorant is effective 100% of the time. the odor of the gas may, under some circumstances, be reduced or lost if put into a tank that is new or that has been exposed to the air for extended periods. Electronic gas detectors (that emit a shrill sound in the presence of gas) should be recommended to your customers as an additional safety measure for detecting leaks. Your customers should be familiar with the smell of the odorant and their ability to smell it. Inform them that colds, allergies, smoking, alcohol, age, competing odors and simply "getting used to" the odor can cause them not to detect escaping gas. Familiarize yourself, your employees and your customers with the potential limitations of the odorant and the alleged phenomenon of "odor fade". Warren's Odorization Bulletins, Safety Guide and other safety materials are available to help with this familiarization. If you need additional information or materials to properly educate your employees and customers, please contact the NPGA, your state organization, or Warren Petroleum Company. --------------------------------------------------------------------------- 4. Seller send statements, invoices and shipping documentation to: Empire Gas Corporation Gwen Hogan P.O. Box 303 Lebanon, MO 65536 --------------------------------------------------------------------------- 5. Terms of Payment: 1% EFT 14 days. --------------------------------------------------------------------------- 6. Special Provisions: --------------------------------------------------------------------------- 7. In addition to the above terms and conditions, the General Provisions of this Product Sales Agreement and all Attachments are incorporated herein by reference and made a part of this Agreement. If you are in agreement with the foregoing terms and conditions including the indemnity provision, please so indicate by signing below and returning one copy of the Agreement to Warren. Accepted and Agreed to: Warren Petroleum Company Empire Gas Corporation A Division of Chevron U.S.A. Inc. By /s/ Kris Lindsey By /s/ John K. Nelson Title Vice President Date Title 5/13/96 Southeast District Manager 4/16/96 Distribution: Buyer for File Distribution Section, Tulsa Buyer for acceptance and Marketing Department, Tulsa return to Warren's Tulsa Retained by Originator Office Accounting Division, Tulsa GENERAL PROVISIONS PROPANE SALES 1. DELIVERIES A. When delivery is point of origin, delivery shall be deemed to have been completed: 1. To tank tricks when the product has actually been delivered into the trust; 2. To tank cars when the carrier accepts the same for shipment; 3. To pipelines upon metering of the product; B. When delivery is point of destination, delivery shall be deemed to have been completed: 1. From tank trucks when truck has been placed at buyer's facilities for unloading; 2. From tank cars when carrier delivers same at the destination; C. Seller shall not be liable to Buyer for quantity or quality of product, after completion of delivery. Buyer agrees that the handling, care or use of product shall thereafter be at Buyer's sole risk and expense. 2. MEASUREMENT - Measurement shall be done in the manner customarily utilized at the point of delivery 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. 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 pipeline, quantity shall be determined by turbine or positive displacement pipeline meter in accordance with API Manual of Petroleum Measurement Standards. D. All quantities shall be corrected to 60 degrees Fahrenheit and equilibrium vapor pressure at 60 degrees Fahrenheit. E. Volume and compressibility correction factors shall be determined from referenced API tables or computer programs used to generate these tables. 3. PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk of loss shall pass to Buyer upon delivery. Seller warrants to Buyer that it has title to the product(s) delivered by it hereunder and the right to deliver same, and agrees to indemnify, defend and hold the Buyer harmless from and gains any loss, claim or demand by reason of any failure of such title or breach of this warranty. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. 4. TAXES - Any tax, fee, or other exaction, now or hereafter, levied or assessed by any governmental authority upon, or as a result of the transaction herein provided for, or the goods or source materials thereof which ar the subject matter of this Agreement, shall, if payable by Seller, be paid by Buyer on demand by Seller. Any personal property taxes levied or assessed by any governmental authority upon the products covered by this Agreement shall be paid by the party having title thereto at the time of such assessment. Buyer shall furnish Seller proper exemption certificate where tax exemption is claimed on any product(s) delivered hereunder. 5. GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it delivers hereunder will be produced and delivered in full compliance with all applicable federal and state laws and regulations and all Presidential Proclamations which may be applicable. This agreement shall be subject to the jurisdiction of, governed by and construed in accordance with the laws of the State of Oklahoma including the Uniform Commercial Code. Seller agrees to comply with the provisions contained in Exhibit "A" if attached hereto, to the extent that such provisions are legally applicable to Seller. 6. 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 its control, then in any such event, it is agreed that the affected party shall give prompt notice and full particulars of such force majeure to the other party. The obligations of the affected party 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. 7. ASSIGNMENT - This Agreement shall extend to and be binding upon the parties thereto, their heirs, successors and assigns; but it is expressly agreed that neither party shall voluntarily assign this Agreement without the prior written consent to the other. 8. NOTICE - Any notice hereunder shall be in writing and shall be delivered personally, by mail, by fax, by telex, or by telegram to the address set forth on the attached agreement, unless changed by notice. such notice shall be deemed to have been given on the date of the delivery thereof. 9. WAIVER - The waiver by either party of the breach of any provision hereof by the other party shall not be a waiver of the breach of any other provision or provisions hereof or of any subsequent or continuing breach of such provision or provisions. 10. ALTERATIONS - No oral promises, agreements or warranties shall be deemed a part hereof, nor shall nay 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, signed by the party charged. 11. INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller and transmitted to the Buyer from time to time during the month. Unless otherwise specified, payment is due within ten (10) days after receipt of invoice. If payment is not made within the time allowed under this Agreement, then Seller may charge interest on the unpaid balance at the lesser of 11/2% per month or the highest rate permitted by Oklahoma law and Seller shall be entitled to recover its reasonable costs of collection, including attorney's fee. 12. FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial responsibility of Buyer becomes impaired or unsatisfactory, advance cash payments or acceptable security (including, but not limited to a letter of credit form a financial institution acceptable to Seller) may be required by Seller, and if Buyer fails to provide such, Seller may without waiving any rights or remedies, withhold further deliveries until such payment or security is received. Buyer's duty to provide the hereinabove credit assurance shall be a condition precedent to Seller's obligation to perform under this agreement. 13. 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 audit the applicable records of the other party solely for the purpose of determining whether there has been compliance with this paragraph. 14. AUDIT - Each party and its authorized representatives shall have access to the accounting records and other documents maintained by the other party which relate to the product being sold to the other party under this Agreement and shall have the right to audit such records once a year a any reasonable time or times during the term of this Agreement and for two years after the year in which this Agreement terminates. Neither party shall make claim on the other for any adjustment after said two-year period. 15. TANK CARS - If Seller's tank cars are used and they are not unloaded and returned to railroad, Buyer shall be liable to Seller for rental at the rate of $50.00 for each day or fraction thereof in excess of 7 days. Tank cars shall not be diverted without Seller's written consent. 16. QUALITY - All products delivered under this Agreement shall meet the latest GPA specifications for that product and contain no deleterious substances. Product delivered under this agreement shall not contain concentrations of any contaminations that may make it or its components commercially unacceptable in general industry application. Any requirements of buyer pertaining to potential contaminants and/or specific hydrocarbon composition not listed in the product specification must be identified by buyer and allowable concentrations agreed to in writing by both parties prior to delivery. 17. SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand situation, Warren may not have sufficient supplies of product to be delivered hereunder to meet the full requirements of all of its customers, contract or otherwise. whenever that situation exists, Warren shall have, in addition to any other rights Warren may have under this Agreement, the right to reduce deliveries of such product on any basis which in Warren's opinion is equitable, allowing for such priorities to such priorities to such classes of customers as Warren deems appropriate. If any such reduction occurs, Buyer shall have the option to terminate this Agreement as to any or all products by fifteen (15) day's notice, given within thirty (3) days of the notice of reduction. 18. BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not represent or permit any other person to represent, that the product delivered hereunder is the product of Warren. All products delivered to Buyer hereunder shall be used or sold under Buyer's own brand names or under brand names approved by Warren, and Buyer shall not authorize or permit said product to be used or sold under any other brand names. 19. CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this Agreement is engaged in an independent business and nothing herein contained shall be construed as giving Warren any right to control Buyer in any way in its performance of its business. Warren has no right to exercise control over any Buyer's employees. All employees of Buyer shall be entirely under the control and direction of Buyer who shall be responsible for their actions. and omissions 20. INDEMNITY - If Warren provides adequate documentation of the odorization required by this contract, buyer agrees to define and hold Warren harmless from all expenses (including attorney's fees) or liability arising from any claims of whatever kind due to injuries or damages which occur after delivery to Buyer in connection with the transportation, use or handling of product covered hereunder. BUYER'S INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE THE SOLE CAUSE OF SUCH DAMAGES. 21. PRICES - Prices hereunder may be changed at any time by Warren upon notice given either electronically (i.e. fax, DTN or phone) or by U.S. Mail, effective when sent. If any such notice shall increase Warren's price to Buyer at any shipping point or destination above Warren's price for such product or freight in effect during the elapsed portion of the calendar year in which Warren's notice is effective, Buyer may by written notice to Warren given and effective within fifteen (15) days the date of Warren's notice, terminate this contract with respect to such shipping ponit or destination. 22. ODORIZATION - Unless otherwise specifically agreed in writing, Buyer hereby requests that the propane sold hereunder be odorize with not less than 1.0 lb. of ethyl mercaptan per 10,000 gallons. Buyer warrants that compliance with its request will satisfy all applicable legal requirements. 23. PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety Bulletin for odorized propane and is knowledgeable of the hazards or risks in handling or using the product. Buyer agrees that Buyer shall inform its employees, contractors and customers of any hazards or risks associated with the product. Warren will make available to Buyer Warning Decals that are intended to be placed on consumer tanks or equipment and copies of its Safety Guide. Buyer agrees to supply its customers with these materials or other reasonably equivalent safety material to warn them of the potential hazards or risks in using odorized propane. 24. INCIDENT - Buyer shall notify Warren as soon as possible after it becomes aware of any fires or explosions occurring at locations propane purchase hereunder is used. Buyer will inform Warren if said product is involved and will fully cooperate with Warren in obtaining a propane sample and any other investigation Warren deems necessary. Buyers Initials __________ ATTACHMENT A TO PROPANE SALES AGREEMENT NO. 27023 DATED: MAY 1, 1996 1. TRADEMARK. Buyer acknowledges that the CHEVRON and WARRENGAS Trademarks are valuable property rights belonging to Chevron Corporation and its subsidiaries, including Chevron U.S.A. inc. and that any use thereof by Buyer in connection with this agreement is solely for the purposes of advertising products obtained from such subsidiaries. Upon termination of this agreement, Buyer agrees that it will make no further use of such trademarks or any other mark, name or designs confusingly similar therewith. 2. QUANTITY. During the term hereof, Buyer agreed to buy the product herein specified in monthly quantities of not less than the minimum set forth below and Warren agrees to sell said quantities to Buyer. Buyer shall purchase such entities as evenly as possible during each month. If during any period of this agreement the quantity of product Warren is obligate to deliver to Buyer is prescribed by government rules, regulations or orders, then the quantity of product covered by this agreement shall be the quantity so prescribed for such period and Buyer agrees to buy and Warren agrees to sell such Quantity. VOLUME (IN THOUSAND OF GALLONS) MINIMUM MAXIMUM MINIMUM MAXIMUM April 468 572 October 429 525 May 399 487 November 560 684 June 416 509 December 750 916 July 370 452 January 812 992 August 346 422 February 616 752 September 376 460 March 533 651 For the purpose of determining compliance with the above quantity schedule, purchase of product shall be allocated to the month in which shipment is made. Should either party fail to comply in any amount with the above schedule, the other party may elect to terminate this agreement by mailing notice of such termination on or before the 20th day of the succeeding month. If the Buyer fails to purchase 100% of the above specified minimum monthly quantities during any month or months and Warren does not elect to terminate this agreement, Warren shall not be obligated hereunder to sell to Buyer in any of the succeeding six months more than one and one half times the average monthly quantity which Buyer actually purchased during the preceding six-month period. When delivery is into tank trucks furnished by Buyer, the delivery ticket showing the quantity delivered shall be signed by the loader as the agent of Warren and by the truck driver as the agent of the Buyer; such quantities shall be conclusively presumed to have been delivered to Buyer. On or before the 1st day of each month Buyer shall inform Warren of quantities required during such month, delivery dates, and when applicable, destinations of each shipment. Warren shall not be obligated to ship less than a tank car or tank truck load. 3. Method of Delivery: XXXXXXXXXX By tank truck furnished by Buyer. XXXXXXXXXX By tank truck furnished by Warren. By tank truck furnished by with a capacity of gallons each. PRICE INFORMATION Prices in effect as of APRIL 16 , 19 96 Sales based on (X) Shipping point price or ( ) Destination price PRICING PRICE IN FREIGHT POINTS DESTINATIONS PRODUCTS CENTS/GALLONS CHARGES FLORIDA BASE * COMMERCIAL * N/A PROPANE *SEE ATTACHMENT NO. 1 DATED 5/1/96 ATTACHMENT NO. 1 TO PSA 27023 DATED: MAY 1, 1996 SHIPPING DESTINATION DESTINATION* FREIGHT POINT PRICE ALLOWANCE Tampa Arcadia 49.319 3.054 Tampa Ft. Myers 49.648 3.889 Tampa Ft. Pierce 49.695 4.790 Tampa Indiantown 49.648 5.263 Tampa N. Ft. Myers 49.648 3.790 Tampa Okeechobee 49.648 4.325 Tampa Orlando 49.084 2.960 Tampa Palmetto 49.084 1.730 Tampa Plymouth 48.990 3.330 Tampa Pt. St. Luice 49.789 4.830 Tampa S. Ft. Myers 49.648 4.489 Pt. Ever. Boca Raton 49.836 1.344 Pt. Ever. Davie 49.836 1.331 Pt. Ever. Deerfield 49.836 1.343 Pt. Ever. Delray Beach 49.836 1.532 Pt. Ever. Green Acres 49.789 1.704 Pt. Ever. Hollywood 49.836 1.181 Pt. Ever. Indiantown 49.648 2.577 Pt. Ever. Medley 49.977 1.532 Pt. Ever. Miami 49.977 1.477 Pt. Ever. Pompano Beach 49.836 1.331 Pt. Ever. South Bay 49.695 2.333 Pt. Ever. West Palm Beach 49.789 1.806 Taft Arcadia 49.319 3.530 Taft Ft. Pierce 49.695 3.650 Taft Indiantown 49.648 4.300 Taft Okeechobee 49.648 3.400 Taft Orlando 49.084 1.245 Taft Plymouth 48.990 1.540 Taft Pt. St. Lucie 49.789 4.210 Freight allowance subject to change. *Prices as of 4/16/96 and are subject to change.