EXHIBIT 10.11
PRODUCT SUPPLY AGREEMENT
This agreement is entered into on this ____ day of ____ 2002, between ▇▇▇▇▇▇ Gas
Sales, Inc. (hereinafter referred to as "Seller") with corporate office located
at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Midstream Partners L.P.
(hereinafter referred to as "Buyer") with corporate office located at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
1. DEFINITIONS
1.1 "Product" shall mean 93% or 98% sulfuric acid as shown in Exhibit
A.
2. AGREEMENT TERM
2.1 The term (hereinafter referred to as the "Initial Term") of this
Agreement shall be three (3) years beginning on July 1, 2002.
After the Initial Term, the term shall automatically renew from
year to year, unless either party gives written notice at least
thirty (30) days prior to the expiration of the Initial Term or
of any renewal term. If any Product deliveries are made before
the indicated beginning date, that Product will also be covered
by this Agreement.
3. QUANTITY
3.1 Seller agrees to supply and Buyer agrees to purchase from Seller,
100% of Buyer's Plainview, Texas plant requirements, currently
estimated at 8,000 tons per month. Seller also recognizes that
Buyer may choose not to run the Plainview, Texas plant based on
market conditions and Seller will adjust supply depending on
Buyer's needs.
4. PRICING
4.1 Seller agrees to supply Buyer with Product at a price equal to
Seller's best available cost plus $4/short ton.
4.2 Additionally, if Seller requires truck tons F.O.B. Buyer's plant,
Buyer agrees to provide tons to Seller at Buyer's cost plus
$4/ton.
5. PAYMENT TERMS
5.1 All invoices will be paid net thirty (30) days from shipment by
Seller.
6. SEVERABILITY
6.1 If any provision of this Agreement is found to be illegal or
unenforceable, Such provision shall be deemed not to part of this
Agreement and this Agreement shall continue in full force and
effect, but shall be interpreted
to give effect to the extent feasible to the original written
intent of the parties.
7. ENTIRE AGREEMENT
7.1 This Agreement sets forth the entire Agreement between Seller and
Buyer with respect to Product. This Agreement supercedes and
cancels all prior and contemporaneous agreements and
understanding between the parties, whether oral or written,
relating to this product. Exhibit A attached hereto is made a
part hereof and are incorporated herein by reference.
8. CONTROLLING LAW
8.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
IN WITNESS WHEREOF the duly authorized parties hereto as of the date
first set forth above have duly executed this Agreement.
▇▇▇▇▇▇ GAS SALES, INC.
By:
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Name:
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Title:
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▇▇▇▇▇▇ MIDSTREAM PARTNERS L.P.
By: ▇▇▇▇▇▇ Midstream GP LLC
By:
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Name:
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Title:
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EXHIBIT "A"
▇▇▇▇▇▇ GAS SALES, INC.
93% AND 98% GRADE SULFURIC ACID SPECIFICATIONS
Typical Guaranteed Maximum
Element Analysis 98%
------- -------- ------------------
H2S04 98.5% 97.8 - 99.5%
H2S04 93.5% 92.8 - 94.2%
Iron (Fe) 15 ppm 50 ppm
Sulphur Dioxide (SO2) <25 ppm 50 ppm
Nitrates 5 ppm <50 ppm
Heavy Metals <5 ppm 20 ppm