EXHIBIT 10.10
PRODUCT SUPPLY AGREEMENT
This agreement is entered into on this 1st day of November 2002, between Xxxxxx
Gas Sales LLC (hereinafter referred to as "Seller") with corporate office
located at 0000 Xxxxx Xxxx, Xxxxxxx, XX 00000 and Xxxxxx Operating Partnership
L.P. (hereinafter referred to as "Buyer") with corporate office located at 0000
Xxxxx Xxxx, Xxxxxxx, XX 00000.
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.
XXXXXX GAS SALES LLC
By: Xxxxxx Resource Management Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxxx, III
Name: Xxxxx X. Xxxxxx, III
Title: President
XXXXXX OPERATING PARTNERSHIP L.P.
By: Xxxxxx Operating GP LLC, its general partner
By: Xxxxxx Resource LLC, its sole member
By: Xxxxxx Resource Management Corporation, its sole member
By: /s/ Xxxxx X. Xxxxxx, III
Name: Xxxxx X. Xxxxxx, III
Title: President
EXHIBIT "A"
XXXXXX 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 (SO(2)) <25 ppm 50 ppm
Nitrates 5 ppm <50 ppm
Heavy Metals <5 ppm 20 ppm
