exv10w21



 




*** Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission.
A complete copy of this agreement will be filed separately with the Securities and Exchange Commission.



Exhibit 10.21




AMENDED AND RESTATED PGP STORAGE LEASE




     This is an Amended and Restated Storage Lease (the “Lease”) between Mont Belvieu Caverns,
LLC (“Lessor”) and Enterprise Products Operating L.P. (“Lessee”).



RECITALS:




     A. Enterprise Products Texas Operating L.P. (“EPD Texas OLP”) and Diamond-Koch, L.P. entered
into that certain RGP Storage Lease dated as of January 7, 2002 (the “Original Storage Agreement”);



     B. Lessee entered into that certain Asset Purchase and Sale Agreement with Diamond-Koch, L.P.,
D-K Diamond-Koch, L.L.C. and Diamond-Koch III, L.P., dated as of January 31, 2002 (the “Purchase
Agreement”);



     C. In connection with the Purchase Agreement, Diamond-Koch, L.P. assigned its rights as
“Lessee” under the Original Storage Agreement to Lessee.;



     D. On September 25, 2002, Lessee and EPD Texas OLP entered into an amendment to the Original
Storage Agreement;



     E. Lessee entered into a Contribution, Conveyance and Assumption Agreement by and among
Enterprise Products OLPGP, Inc., EPD Texas OLP and Mont Belvieu Caverns, LLC dated as of
                    , 2007 (“Contribution Agreement”); and



     F. In connection with the Contribution Agreement, EPD Texas OLP assigned its rights as
“Lessor” under the Original Storage Agreement to Lessor.



1. Term; Quantity; Product



For a term commencing January 1, 2007, and ending December 31, 2011 (the “Primary Term”), Lessor
leases to Lessee one (1) underground storage well, commonly known as Well *** (the “Well”), for
storage of polymer grade propylene (referred to as “Product” in this Lease) at Lessor’s underground
storage facility, located near Interstate 10 and State Highway 146 at Mont Belvieu, Texas, subject
to the terms, provisions, and conditions contained herein. Lessee may, at its option, extend the
term of this Lease for one ten (10) year term (the ‘“Renewal Term”) by providing Lessor with
written notice of its intent to renew at least one hundred eighty (180) days in advance of the
expiration of the Primary Term. The Primary Term, together with any exercised Renewal Term, are
sometimes collectively referred to herein as the “Term.”



For purposes of this Lease, a “barrel” of Product is equal to 42 U.S. gallons of equivalent liquid
volume at 60° Fahrenheit.




 









 








2. Lessor’s Facilities.



The Well is connected to Lessee’s Product header system (the “Delivery Point”). All Product
delivered by Lessee into storage or by Lessor out of storage must be delivered by pipeline to the
Delivery Point, and all such deliveries shall be deemed a delivery into or out of storage for the
purposes of computing all applicable charges under this Lease.



In the event of damage to the Well by fire or other casualty, which damages render the Well
incapable of storing Product, Lessor shall be under no obligation to rebuild the damaged Well or
any facilities appurtenant to it to the extent it is not commercially reasonable to do so. Lessee
shall be immediately notified of any such damage and Lessor shall keep Lessee informed of Lessor’s
plans with respect to rebuilding or repair or with respect to providing the alternatives provided
for below. In the event of damages making it commercially unreasonable to rebuild, Lessor may
(subject to the remainder of this paragraph) terminate this Lease; provided, that Lessor shall take
commercially reasonable steps as soon as commercially practicable at Lessor’s cost and expense to
make an alternate well available to Lessee (which shall thereafter become the “Well” hereunder) to
provide Lessee with substantially the same receipt and redelivery capabilities as Lessee had prior
to such damage. As between Lessor and Lessee, control of Lessor’s facilities will rest exclusively
with Lessor.




3. Product Specifications.



Product delivered by Lessee into storage or by Lessor from storage must meet Lessee’s
specifications set out in Exhibit “A” attached hereto and incorporated herein by this reference.
These specifications may be amended by Lessee at any time during the Term, with Lessor’s consent,
which consent shall not be unreasonably withheld.




4. Product Deliveries and Receipts.



It shall be Lessee’s responsibility to make all arrangements necessary to deliver Product for
storage and to receive Product from storage at the Delivery Point, and to pay any charges imposed
by any party (other than Lessor or its Affiliates) for the collection, transfer, and injection of
Lessee’s Product, if any, to or from the Delivery Point The flow rates into and out of storage are
subject to Lessor’s scheduling and operational restrictions.




5. Delivery Restrictions; Allocation.



If Lessor’s scheduling or operational restrictions will not permit all of the customers (including
Lessor) storing any types of products hi any of Lessor’s storage wells to deliver or receive the
volumes of Product requested, then Lessor may allocate among such customers Lessor’s available flow
rates in a fair and equitable manner.




6. Sampling.



Lessor shall have the right (but not the obligation) to sample all Product to be delivered for
storage and may, notwithstanding any other provision hereof, refuse to accept delivery of any
Product if the Product does not meet the specifications provided for in Section 3 of this Lease or,
if in Lessor’s opinion, satisfactory control of Product specifications will not be maintained




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during delivery. At Lessor’s request, Lessee shall provide Lessor access to the Product to be
delivered for the purpose of sampling and provide Lessor representative samples of such Product.




7. Product Measurement.



Measurement of Product into and out of storage shall be made in barrels using metering facilities
of Lessee. Lessee, at its expense, shall operate and maintain the metering facilities for the
measurement of Product into and out of storage. The measurement facilities used shall be of a
standard type generally accepted in the industry and the methods of measurement shall be generally
accepted in the industry. Lessor or its representative may witness any or all meter provings and
otherwise inspect the measurement equipment and will be provided access to Lessee’s metering
facilities for that purpose. All Product gains and losses incurred while the product is under
Lessor’s control shall be for the account of Lessee except as noted in Section 14. Lessee shall
promptly print and furnish Lessor with a report showing the volume of Product delivered and
withdrawn during the preceding day, and shall also provide Lessor with a monthly summary of such
deliveries and receipts. In order to assist Lessor in the management of its brine supply balances,
Lessee will submit to Lessor a) by the fifteenth (15th) day of each month an estimated written
forecast of the anticipated receipts and deliveries of Product for the following month and b) by
the third (3rd) working day of each month, a firm written forecast of the anticipated receipts and
deliveries of Product for the then current month.




8. Title; Risk of Loss.



Title to Lessee’s Product shall remain at all times with Lessee, Lessor shall be responsible for
the loss of or damage to such Product only when and to the extent such loss or damage is determined
through adjudication by a court of competent jurisdiction to have been directly caused by the
negligence or willful misconduct of Lessor, its employees and agents.




9. Storage Fees.



Lessee agrees to pay Lessor for the storage, handling, and services of Lessor an annual rental as
set forth in Exhibit “B” attached hereto and incorporated herein by this reference. All of Lessee’s
Product must be removed from storage no later than the last day of the terra of this Lease, subject
to the payment of accrued rental and other charges and the other terms, provisions, and conditions
of this Lease. Other than the annual rental contained in Exhibit B and fees for alternate storage
during Workover Periods as provided for in paragraph 10, Lessee shall not be responsible for any
additional fees for the services provided by Lessor, including but not limited to throughput or
excess storage fees. In lieu of annual rental payable during the Term, the rate for storage of any
Product remaining in storage past the last day of the term of this Lease shall be *** ($***) per
barrel per month or any portion thereof, payable in advance on the first day of each month in the
same manner and at the same place as set forth in Section 12.




10. Well Workovers.



Notwithstanding anything to the contrary in this Lease, once every five (5) years (unless otherwise
required more often under applicable law, rule, or regulation), Lessor may designate a period of
time as it or its contractors may reasonably require (“Workover Period”) during which




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Lessor shall have the opportunity to inspect the Well, and to conduct any other operations as may
be required by applicable law, rule, or regulation. Accordingly, Lessee shall cause all of its
Product to be removed from the Well at issue prior to the first day of such Workover Period. Lessor
shall make a reasonable effort to provide Lessee with as much advance notice as possible of the
upcoming workover and need to empty the Well, and to coordinate with Lessee (or Lessee’s designated
representative) the scheduling of such Workover Period. If requested by Lessee, Lessor shall make
reasonable efforts, at Lessee’s sole cost, to make alternate storage for Product available to
Lessee during such Workover Period for storage charges payable by Lessee to Lessor that are, in
Lessor’s reasonable judgment, substantially in accordance with the storage charges then being
charged by Lessor to its olefin storage customers. Lessee shall not be required to lease alternate
storage for a period in excess of the Workover Period.




11. Taxes.



Lessee shall pay all taxes, if any, levied or assessed on the Product stored hereunder. In the
event it becomes necessary for Lessor to pay any such tax, Lessee shall immediately reimburse
Lessor for such amount upon receipt of notice of payment.




12. Payment Terms.



The total annual rental for storage is payable in equal monthly installments during the Term, each
of which installments is due and payable in advance by Lessee at Lessor’s address set forth on the
face of each invoice on or before the first day of each month. Lessor will invoice Lessee each
month for monthly rentals during the Term.




13. Lessor’s Lien.



Lessor shall have a lien on all Product of Lessee stored hereunder to cover any accrued and unpaid
amounts payable hereunder and may withhold delivery of any such Product until such accrued and
unpaid amounts are paid. If any such amounts remain unpaid for more than thirty (30) days after
they accrue, Lessor may sell said Product at a public auction at the offices of Lessor in Houston,
Harris County, Texas, on any day not a legal holiday and not less than forty-eight (48) hours after
publication of notice in a daily newspaper of general circulation published in Baytown, Texas, said
notice giving the time and place of the sale and the quantity and Product to be sold. Lessor may be
a bidder and a purchaser at such sale. From the proceeds of such sale, Lessor may pay itself all
charges lawfully accruing and all expenses of such sale, and the net balance may be held for
whomsoever may be lawfully entitled thereto.




14. Product Losses.



Product is not insured by Lessor against loss or damage however caused, and any insurance thereon
must be provided and paid for by Lessee. Lessor’s liability, if any, for loss or damages to the
stored Product shall be limited to the market value of Product as determined by the highest price
published for Polymer Grade Propylene weighted average spot transacted price reported in the last
issue of the month in which the Product was delivered of Chemical Marketing Associates Inc.’s
Monomers Market Report, or at Lessor’s option, replacement of such lost or damaged Product in kind;
provided, however, should Lessee purchase property/casualty insurance to cover such storage risk of
loss or damage, however, caused, then Lessee shall cause each of its insurers




4









 







to waive its rights of subrogation and, for itself, waive rights of recovery of any self-funded
retentions and/or deductibles against Lessor, its affiliates, employees and agents.




15. Force Majeure.



In addition to the provisions of Section 8, Lessor shall not be responsible to Lessee for any loss
of Lessee’s Product resulting directly or indirectly from acts of God or other causes beyond the
reasonable control of Lessor, or for any loss to Lessee resulting from delays in returning Lessee’s
Product when requested, or for failure of Lessor to perform its obligations hereunder, due,
directly or indirectly to Force Majeure.



As used in this Section 15, “Force Majeure” means acts of God; storm; earthquake; accidents; acts
of the public enemy or terrorists, including threats thereof; malicious mischief; emergency or
scheduling and operational restrictions; rebellion; insurrections; sabotage; invasion; epidemic;
strikes; lockouts or other industrial disturbances; war, declared or undeclared; riot or civil
commotion; wind; hurricane; hail; lightning; fire; flood; explosion; compliance with acts, rules,
regulations, or orders of federal, state, or local government, any agency thereof or other
authority having or purporting to have jurisdiction; mechanical failures or similar causes not
within Lessor’s reasonable control and not due to Lessor’s fault or negligence. If the duration of
any Force Majeure event lasts longer than thirty (30) days, the fees provided for under Sections 9
and 10 of this Lease shall be suspended starting after the thirty (30) days has passed until the
Force Majeure condition is corrected, and if the Force Majeure condition continues for one hundred
twenty (120) days, either party, on sixty (60) days prior written notice (given on or after
expiration of such one hundred twenty (120) day period) may terminate this Lease; provided that if
the Force Majeure condition only partially prevents Lessor’s performance hereunder, such fees shall
only be reduced in an amount that is proportional to the degree to which Lessor’s performance
hereunder is prevented by the Force Majeure condition, and this Lease shall not be subject to
termination on account thereof. Lessor will work expeditiously to correct any Force Majeure
condition. The term of this Lease shall not be extended by the duration of any Force Majeure. When
claiming Force Majeure, Lessor shall notify Lessee immediately by telephone, and confirm same in
writing, giving reasonable detail regarding the type of Force Majeure and its estimated duration.
The settlement of differences with workers shall be entirely within the Lessor’s discretion.




16. Indemnity.



REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING WITHOUT LIMITATION, THE NEGLIGENCE
(WHETHER SOLE, JOINT OR CONCURRENT) OF ANY THIRD PARTY, LESSEE HEREBY AGREES TO INDEMNIFY, DEFEND,
AND SAVE HARMLESS LESSOR, ITS PARENT COMPANY PARTNERS (GENERAL OR LIMITED), MEMBERS, SUBSIDIARIES,
AFFILIATES, SUCCESSORS, AND ASSIGNS, INCLUDING ANY OFFICER, DIRECTOR, EMPLOYEE, OR AGENT OF ANY
SUCH ENTITY (HEREINAFTER COLLECTIVELY CALLED “INDEMNITEE”) FROM AND AGAINST ANY CLAIM, DEMAND,
CAUSE OF ACTION, DAMAGE, FINE, PENALTY, LOSS, JUDGMENT, OR EXPENSE OF ANY KIND OF ANY PARTY
(HEREINAFTER COLLECTIVELY CALLED




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“LIABILITY”) INCLUDING ANY EXPENSES OF LITIGATION, COURT COSTS, AND REASONABLE ATTORNEY’S FEES,
RESULTING FROM, ARISING OUT OF OR CAUSED BY THE DELIVERY OR RECEIPT OF ANY PRODUCT BY LESSEE OR
LESSEE’S AGENT, CONTRACTOR, OR CARRIER WHICH IS CONTAMINATED ALLEGED TO BE CONTAMINATED OR
OTHERWISE FAILS TO MEET THE SPECIFICATIONS SET FORTH HEREIN OR CAUSES OR IS ALLEGED TO HAVE CAUSED
PROPERTY DAMAGE, INCLUDING ENVIRONMENTAL DAMAGES OR INJURY OR DEATH TO LESSOR, INDEMNITEE OR THIRD
PARTIES, EXCEPT TO THE EXTENT SUCH LIABILITY IS DIRECTLY CAUSED BY THE NEGLIGENCE OR WILLFUL
MISCONDUCT OF AN INDEMNITEE, LESSOR AGREES TO INDEMNIFY, DEFEND, AND SAVE HARMLESS LESSEE FROM
CLAIMS OR DEMANDS OF THIRD PARTIES FOR INJURIES OR DAMAGES RESULTING FROM LESSOR’S OPERATIONS IN
THE STORAGE AND HANDLING OF PRODUCT WHILE THE SAME IS IN LESSOR’S CUSTODY OR CONTROL INCLUDING,
WITHOUT LIMITATION, THAT PORTION OF ANY CLAIMS OR DEMANDS ATTRIBUTABLE TO LESSOR WHICH IS CAUSED BY
THE NEGLIGENCE OF LESSOR, ITS AGENTS OR EMPLOYEES JOINTLY OR CONCURRENTLY WITH THE NEGLIGENCE OF
LESSEE, ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR A THIRD PARTY.




17. Claims; Limitations.



Notice of claims by Lessee for any liability, loss, damage, or expense arising out of this Lease
must be made to Lessor in writing within ninety-one (91) days after the same shall have accrued.
Such claims, folly amplified, must be filed with Lessor within said ninety-one (91) days and unless
so made and filed, Lessor shall be wholly released and discharged therefrom and shall not be liable
therefor in any court of justice. No suit at law or in equity shall be maintained upon any claim
unless instituted within two (2) years and one (1) day after the cause of action accrued. There are
no third-party beneficiaries of this Lease.



IN NO EVENT SHALL LESSOR OR LESSEE BE LIABLE TO THE OTHER FOR ANY PROSPECTIVE OR SPECULATIVE
PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER
BASED UPON CONTRACT, TORT, STRICT LIABILITY, OR NEGLIGENCE, OR IN ANY OTHER MANNER ARISING OUT OF
THIS LEASE, AND EACH OF LESSOR AND LESSEE HEREBY RELEASES THE OTHER FROM ANY CLAIM THEREFOR.




18. Notice.



All notices, demands, requests, and other communications necessary to be given hereunder shall be
in writing and deemed given if personally delivered, forwarded by facsimile (with proof of
transmission and answer-back capability), or mailed by either certified mail, return-receipt
requested, or sent by recognized overnight carrier to the respective party at its address below:




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If to Lessor:
 

Mont
Belvieu Caverns, LLC

P.O. Box 4324

Houston, Texas 77210-4324

Attn: Director – Hydrocarbon Storage

Telephone: (713) 381-6554

Fax: (713) 381-6960
 

If
to Lessee:
 

Enterprise
Products Operating L.P.

P. O. Box 4324

Houston, Texas 77210-4324

Attn: Director – Vice President Petrochemical

Telephone: (713) 381-6510

Fax: (713) 381-6655




19. Assignment/Sublease.



Neither party shall assign any portion of its rights or obligations under this Lease
without the prior written consent of the other, which consent shall not be unreasonably withheld;
provided, however, either party may assign or sublease this Lease to its parent corporation, a
subsidiary, or a wholly-owned affiliate, without the consent of the other party, provided that it
remains primarily obligated hereunder. This Lease shall be binding upon and inure to the benefit of
the parties hereto, their successors and assigns.




20. Rules and Regulations.



This Lease and the provisions hereof shall be subject to all applicable state and federal laws and
to all applicable rules, regulations, orders, and directives of any governmental authority, agency,
commission, or regulatory body in connection with any and all matters or things under or incident
to this Lease.




21. Entire Agreement



This Lease embodies the entire agreement between Lessor and Lessee and there are no promises,
assurances, terms, conditions, or obligations, whether by precedent or otherwise, other than those
contained herein. No variation, modification, or reformation hereof shall be deemed valid until
reduced to writing and signed by the parties hereto.




22. Governing Law.



This Lease shall be governed, construed, and enforced in accordance with the laws of the State of
Texas irrespective of the residence, place of business, or domicile of the parties hereto or the
place of execution by any party hereto.





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23. Default.



A party will be in default if it: (a) breaches this Lease, and the breach is not cured within
thirty (30) days receiving written notice of such default (or alleged default) from the other party
specifying the nature of the breach; (b) becomes insolvent; or (c) files or has filed against it a
petition in bankruptcy, for reorganization, or for appointment of a receiver or trustee. In the
event of default, the non-defaulting party may terminate this Lease upon notice to the defaulting
party. For the avoidance of doubt, Lessor’s failure to perform any of the services for any reason
other than force majeure will be deemed a breach of this Lease to which subsection (a) of this
Section 23 applies.




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     DATED this            day of                     , 2007.



	 	 	 	 	 
	 	LESSOR



MONT BELVIEU CAVERNS, LLC

 	 
	 	BY:  	 	 
	 	 	NAME: 	 
	 	 	TITLE: 	 
	 
	 
	 	LESSEE



ENTERPRISE PRODUCTS OPERATING L.P.

 	 
	 	By:  	Enterprise Products OLPGP, Inc., its general
 	 
	 	 	partner 	 
	 	 	 
	 	By:  	
 	 
	 	 	NAME: 	 
	 	 	TITLE: 	 
	 




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EXHIBIT “A”




	 	 	 	 	 
	TEST PARAMETERS	 	SPECIFICATIONS	 	TEST METHODS
	Propylene

	 	99.5 Wt. % Min.
	 	D2163
	Propane

	 	0.45 Wt. % Max.
	 	D2163
	Ethane

	 	500 Wt. PPM Max.
	 	D2163
	Ethylene

	 	10 Wt. PPM Max.
	 	D2712
	Iso Butanes

	 	15 Wt. PPM Max.
	 	D2712
	N-butane

	 	+IC-4 Wt. PPM Max.
	 	D2712
	Butadiene

	 	1 Wt. PPMD
	 	D2712
	Butylenes

	 	1 Wt. PPM Max
	 	D2712
	Methyl Acetylene

	 	1 Wt. PPM Max
	 	D2712
	Propadiene

	 	+M.A.Wt. 1 PPM Max.
	 	D2712
	Acetylene

	 	+M.A. Wt. 1 PPM Max.	 	 
	Hydrogen

	 	1 Wt. PPM Max	 	 
	Oxygen

	 	5 Wt. PPM Max.
	 	D2504
	Carbon Monoxide

	 	1 Wt. PPM Max.
	 	D2504
	Carbon Dioxide

	 	1 Wt. PPM Max.
	 	D2504
	Carbonyl Sulfide

	 	.03 Wt. PPM Max
	 	(Note 1)
	Total Sulfur

	 	1 Wt. PPM Max.
	 	(Note 2)
	Arsines

	 	0.1 Wt. PPM Max.
	 	(Note 3)
	Water

	 	l0 Wt. PPM Max.
	 	(Note 4)
	Methanol

	 	5 Wt. PPM Max.
	 	(Note 5)
	Ammonia

	 	.2 Wt. ppm max	 	 
	C5+

	 	10 Wt. PPM Max	 	 
	Total Oxygenates

	 	Wt PPM Max	 	 
	Copper Strip Corrosion

	 	#1 Max	 	 






POLYMERGRADE PROPYLENE



NOTES ON TEST METHODS: Method numbers listed above, beginning with the letter
“D” are American Society for Testing and Materials (ASTM) Standard Test Procedures. The most recent
year revision for the procedures will be used.



At present, standard (ASTM) test procedures do not exist for the determination of
carbonyl sulfide (COS), sulfur, arsine, water and methanol in propylene.





	 	(1)	 	For COS, use UOP Method 212-77, a potentiometric titration procedure.
Alternatively, a gaschromatograph with a flame photometric detector (for sulfur
compounds) can be used.
	 
	 	(2)	 	For sulfur analysis use D3246, D4045. Alternatively, oxidation/ultraviolet
fluorescence detection can be used.
	 
	 	(3)	 	For arsine, use UOP Method 834-82 a charcoal absorption/atomic absorption
spectrophotometric method. Alternatively, arsine can be extracted from the propylene
with a solution of silver diethyldithiocarbamate in pyridine and analyzed
by ultraviolet-visible spectrophotometry.
	 
	 	(4)	 	Water content should be determined by LPG adapted Karl Fischer titration or
Panametrics electrode method.
	 
	 	(5)	 	Methanol content should be determined by water extraction/gas chromatography






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EXHIBIT “B”





	(A)	 	For the first twelve (12) months of the Term, Lessee agrees to pay Lessor annual rent in
the amount of  *** ($***) (the “Base Annual Rent”).
	 
	(B)	 	The Base Annual Rent shall remain in effect through December 31, 2007. Effective January 1,
2008 and for the following twelve (12) months ending December 31, 2008 (a “Lease Year”), and
all subsequent Lease Years, the Base Annual Rent shall be revised annually based on a
seasonally adjusted implicit price deflator in order to determine a new annual rent known as
the “Adjusted Annual Rent.” The Adjusted Annual Rent shall be determined in accordance with
the following formula by multiplying the percentage change (rounded to the 4th decimal place)
between the Base Index and the Annual Index (as those terms are defined below) by the prior
Lease Year’s Annual Rent, For purposes of this Lease, the “Base Index” is the final seasonally
adjusted implicit price deflator figure for the calendar year 2005 under the Gross Domestic
Product column of the “Implicit Price Deflators for Gross Domestic Product” table (2000=100),
and the “Annual Index” is the final seasonally adjusted implicit price deflator figure for the
calendar year ending immediately before the Lease Year for which the adjustment is being
determined, said figure being in the same column, table and survey as the Base Index.




The Adjusted Annual Rent shall be rounded off to the nearest dollar and shall become effective on
the first day of each Lease Year. In no event will the Annual Adjusted Rent ever be less than the
Base Annual Rent.



For example, in calculating the Adjusted Annual Rent, which shall apply under this Lease, assume at
the time of the first adjustment the Base Index is 113.2 and the Annual Index is 115.2. Under these
facts the Adjusted Annual Rent for the 2nd Lease Year would be as follows:





115.2/113.2 = 1.0177 (percentage change)

(1.0177) X ($***) = $*** (Adjusted Annual Rent)




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