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EXHIBIT 10.19
ORIGINAL
TERM PURCHASE AGREEMENT
Continental Natural Gas, Inc. Date: July 18, 1994
Attn: Xxxxx Xxxxxxx
0000 Xxxxx Xxxxxx MPI Contract: 8847 (REVISED)
Xxxxx 000
Xxxxx, XX 00000 Customer Contract:___________________
Confirming agreement made between Xxxxxxx X. Xxxx and Xxxxx Xxxxxxx
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1. MAPCO PETROLEUM Inc. receives monthly from July, 1994, through June,
1997, and continues month to month thereafter until canceled by either party
with 30 days written notice:
Product Barrels F.O.B.
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Ethane or E/P Mix Continental's Diamond Shamrock Storage,
Beaver County Mt. Belvieu, TX
Propane, Iso Butane, Plant Production
Normal Butane and Mid-America Pipeline, Xxxx
Natural Gasoline Jct. (Plant 306)
2. PAYMENT TERMS: Funds to be received by wire transfer within 5 days
from date of invoice or receipt of documentation, whichever is later.
3. PRICING: Ethane or E/P mix: the Non-TET OPIS average price of ethane
or E/P mix and propane (whichever is applicable) for the month of delivery less
.25 cents per gallon if MAPCO prepays one month in advance or less .5 cents per
gallon if MAPCO prepays two months in advance. Propane, Iso and Normal Butane,
Natural Gasoline: The Xxxxxx OPIS average price of each product for the month
of delivery less .25 cents per gallon if MAPCO prepays one month in advance or
less .5 cents per gallon if MAPCO prepays two months in advance.
4. SPECIAL PROVISIONS: This contract cancels and supercedes MAPCO
contract No. 8808. Continental can repay MAPCO's prepayment by returning the
funds or by delivering product by giving 30 days written notice. Upon the
repayment, this contract will become a one year contract from that date and
continue month to month thereafter until canceled by either party with 30 days
written notice. The price will then revert to the applicable monthly OPIS
average price.
Upon failure of Seller to deliver or arrange for delivery of all product
during delivery period, MAPCO shall have the option to cancel this
agreement as to further shipments.
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The terms and conditions listed on the reverse side are part of this agreement.
Accepted: July 25, 1994
CONTINENTAL NATURAL GAS, INC. MAPCO PETROLEUM INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Title: Vice President - Operations Title: Vice President,
Supply/Distribution/Wholesale
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GENERAL CONDITIONS
1. SPECIFICATIONS: Product shall confirm to carrier's specifications in
effect at time of delivery. Seller shall be responsible for any
charges incurred by Buyer for product not meeting specification.
2. VOLUME: Quantities of product shall be determined on the basis of
temperature at 60 degrees Fahrenheit in accordance with ASTM-IP
Petroleum Measurement Tables (ASTM Designation: D-1250), or N.G.P.A.
Publication 2140- 62 or any revisions thereof for all LPG products.
3. TAXES: It is agreed that, where the law or ordinance permits, each
party shall assume and be responsible to the proper Governmental Unit
for any and all Federal, State and Municipal taxes and inspection fees
that may be applicable to the products delivered to it by the other
party.
4. FORCE MAJEURE: It is understood that neither party shall be
responsible for any damage caused by delay or failure to perform when
such delay or failure is attributable to acts of God, strikes,
differences with workmen, lockouts, fires, floods, acts or regulations
by governmental authority, war conditions, accidents, delays in
transportation, or any cause beyond the reasonable control of the
defaulting party.
5. REGULATORY LAW: This agreement is subject to all valid and applicable
Federal, State, and Municipal laws, rules, orders, regulations, and
directives relating to the products delivered hereunder.
6. ASSIGNMENT: Neither party shall assign or attempt to assign its rights
hereunder; however, the rights and duties of both parties shall pass
by operation of law to the successor of either of them.
7. DELIVERY (EXCHANGES ONLY): Unless otherwise provided by the express
terms hereof, this agreement constitutes an even and current exchange
of products and both parties will endeavor to keep the exchange in
reasonable balance at all times. If at any time, or from time to time,
this exchange shall be out of balance in an amount which either party
considers to be unreasonable, such party shall have the right to
either (a) suspend further deliveries or receipts or (b) limit the
amount of further deliveries or receipts to be made until such time as
the deliveries to both parties have been brought into approximate
balance. Upon termination, if the exchange is not in balance, the
underdelivered party may continue to receive from the other party
until the exchange is brought into balance. If the exchange cannot
thus be brought into balance, settlement will be effected by delivery
of products at some other destination or destinations or cash
settlement will be made, in either instance on terms to be mutually
agreed upon.
