FORM OF STORAGE LEASE

***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 10.6

FORM OF STORAGE LEASE
(Enterprise Fractionation Plant)

     This is a Storage Lease (the “Lease”) between MONT BELVIEU CAVERNS, LLC with an address at P.O. Box 4324, Houston, Texas 77210-4324 (“Lessor”) and ENTERPRISE PRODUCTS OPERATING, L.P. , (“Joint Owner”), with an address at P.O. Box 4324, Houston, Texas 77210-4324.

1. Term; Quantity; Product.

For an initial term commencing February 1, 2007 and ending December 31, 2016 (the “Initial Term”), Lessor leases to Joint Owner storage space of up to *** barrels of Raw Mix, and *** barrels of purity ethane, propane, commercial ethane, isom grade butane (“Isom Grade”), isobutane, natural gasoline, and petrochemical grade natural gasoline (collectively referred to as “Product” in this Lease) at Lessor’s underground storage wells, located near Interstate 10 and State Highway 146 at Mont Belvieu, Texas, subject to the terms, provisions, and conditions contained herein. For purposes of this Lease, a “barrel” of Product is equal to 42 U.S. gallons of equivalent liquid volume at 60 ° Fahrenheit.

Each twelve (12) month period between January 1 and the following December 31 shall be referred to herein as a “Lease Year”. This Lease shall continue from year to year following the expiration of the Initial Term, unless either party terminates this Lease by giving written notice to the other party at least ninety (90) days prior to the beginning of any ensuing Lease Year.

2. Lessor’s Facilities.

Lessor operates storage wells in which various types of products are stored other than the types of Product covered by this Lease. Lessor’s storage wells are connected to centrally located pipeline header facilities operated by Lessor on its property in the vicinity of said storage wells. All Product delivered by Joint Owner into or by Lessor out of storage must be delivered by pipeline to such header facilities, 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. As between Lessor and Joint Owner, control of Lessor’s facilities will rest exclusively with Lessor.

3. Product Specifications.

Each Product delivered by Joint Owner into storage or by Lessor from storage must meet the respective specifications set out in Exhibit “A” attached hereto and made a part hereof. Lessor reserves the right to modify, add to, or revise such specifications at any time and from time-to time upon giving not less than thirty (30) days prior written notice.

(Form 1506-Multiple Product)

4. Isom Grade Butane; Analysis and Certification.

Prior to each delivery of Isom Grade by or on behalf of Joint Owner into storage hereunder, Joint Owner agrees to certify to Lessor the quality of the butane to be delivered and to furnish to Lessor a laboratory analysis of the butane to be delivered to Lessor for storage at least forty-eight (48) hours prior to delivery. The laboratory analysis shall be in form satisfactory to Lessor, shall employ the test methods specified on Exhibit “A”, and shall show the levels, if any, of the components listed on Exhibit “A”. If (i) a laboratory analysis required under this paragraph is not timely received by Lessor; (ii) the laboratory analysis received is not in a form acceptable to Lessor; or (iii) the laboratory analysis shows the butane to be delivered does not meet the specifications for Isom Grade, Lessor has the right to refuse receipt of the butane. Also, if, at any time during Joint Owner’s delivery of Isom Grade, the butane being tendered ceases to conform to the specifications for Isom Grade, Lessor will stop receiving the butane tendered for storage, until such time as the tendered product can be shown to again meet the Isom Grade specification.

5. Product Deliveries and Receipts.

It shall be Joint Owner’s responsibility to make all arrangements necessary to deliver Product for storage and to receive Product from storage at Lessor’s header facilities, and to pay any charges imposed by any party for the collection, transfer, and injection of Joint Owner’s Product to such header facilities for delivery into storage or from such header facilities for delivery out of storage under this Lease. The flow rates into and out of storage are subject to Lessor’s scheduling and operational restrictions.

6. Delivery Restrictions; Allocation.

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

7. Commingling; Sampling.

Lessor shall have the privilege of commingling Joint Owner’s Product with Product of other parties and is not obligated to redeliver to Joint Owner the identical Product received from Joint Owner. Lessor shall have the right to sample all Product to be delivered for storage and may refuse to accept delivery of any Product if the Product does not meet the required specifications or, if in Lessor’s opinion, satisfactory control of Product specifications will not be maintained during delivery. At Lessor’s request, Joint Owner shall provide Lessor access to the Product to be delivered for the purpose of sampling and provide Lessor representative samples of such Product.

At Lessor’s sole discretion, Lessor shall have the option to blend Joint Owner’s Product that fails to meet the Product specifications with Product within Lessor’s facilities to get Joint Owner’s

(Form 1506-Multiple Product)

Product back on specification, or to deliver Joint Owner’s off specification Product to Lessor’s off specification Product storage well (the “Slop Well”) where the Product will reside until such time as Lessor arranges for the Product in the Slop Well to be sent to one of the Mont Belvieu fractionators for fractionation.

Lessor will continue to blend the off specification Product, or to make deliveries to the Slop Well, only until the Product once again meets the specifications in the attached Exhibit “A”, or until such time as Lessor is notified by Joint Owner that other delivery arrangements have been made for the Product and the delivery of off specification Product to Lessor’s facilities stops.

The fee for receiving off specification Product into Lessor’s facilities will be *** per barrel on each barrel received. Joint Owner will share in any losses of Product from the Slop Well in proportion to the amount of the off-specification Product that was delivered into the Slop Well since the last time the Slop Well was emptied for Joint Owner’s account hereunder.

If Joint Owner elects to have the Products redelivered to Lessor’s facilities following fractionation, all such receipts shall be done under the terms of this Lease.

If it is necessary for Lessor to pay any charges, including but not limited to, fractionation fees, when the off specification Product is delivered from the Slop Well and fractionated, Joint Owner will immediately upon receipt of an invoice reimburse Lessor for any such charges.

8. Product Measurement.

      (a) Ethane

Measurement of commercial ethane and purity ethane into and out of storage shall be made in accordance with the procedures and methods set out in Exhibit “B”. All Product gains and losses incurred while the Product is under Lessor’s control shall be for the account of Joint Owner except as noted in Section 12. For the purpose of this subparagraph 8 (a), ethylene and up to 1.5% methane shall be considered ethane. Any methane in excess of 1.5% will not be balanced. Lessor shall return to Joint Owner a volume of commercial ethane containing a quantity of ethane equal to the quantity of ethane contained in the commercial ethane delivered by Joint Owner for storage hereunder. If Lessor returns commercial ethane to Joint Owner containing more or less propane than was contained in the commercial ethane delivered by Joint Owner for storage hereunder, Lessor and Joint Owner shall quarterly balance any overages or underages of propane by the party having the overage delivering to the other party a volume of propane equal to the overage, which propane shall meet the specifications set out in Exhibit “A”. Lessor shall submit to Joint Owner monthly stock reports supported with appropriate receiving and shipping information showing movements of commercial ethane and purity ethane into and out of storage and the amount of commercial ethane and purity ethane remaining in storage. All propane required to be delivered to Lessor shall be delivered at the expense of Joint Owner to Lessor’s pipeline header facilities at Mont Belvieu, Texas, via one of the pipelines connected to such facilities. All propane required to be delivered to Joint Owner shall be delivered at the expense of Lessor to its pipeline header facilities at Mont Belvieu, Texas. Propane may be delivered at

(Form 1506-Multiple Product)

any other delivery point mutually acceptable to the parties. For the purpose of this subparagraph 8 (a) propylene and butane shall be considered propane.

      (b) Other Products.

Measurement of propane, Isom Grade, natural gasoline, and isobutane into and out of storage shall also be made in accordance with the procedures and methods set out in Exhibit “B”. All Product gains and losses incurred while the Product is under Lessor’s control shall be for the account of Joint Owner except as noted in Section 15. Lessor shall submit to Joint Owner monthly stock reports supported with appropriate receiving and shipping information showing movements of propane, Isom Grade, natural gasoline, and isobutane into and out of storage and the amount of propane, Isom Grade, natural gasoline, and isobutane remaining in storage.

      (c) Carbon Dioxide.

Joint Owner will not be credited for any volume of carbon dioxide held in storage for Joint Owner by Lessor.

      (d) Percentages.

Any references to percentages herein shall mean liquid volume percent.

9. Title; Risk of Loss.

Title to Joint Owner’s Product shall remain at all times in Joint Owner. Notwithstanding the return guarantee set out in subparagraphs 8 (a) and 8 (b) above, Lessor shall be responsible for the loss of or damage to such Product only when and to the extent such loss or damage is caused by the negligence of Lessor, its employees and agents.

10. Storage Fees.

Joint Owner agrees to pay Lessor for the storage, handling, and services of Lessor an annual rental as set forth in the attached Schedule 1. All minimum rentals are payable in full regardless of whether or not Joint Owner actually uses the amount of storage made available hereunder. All of Joint Owner’s Product must be removed from storage no later than the last day of the term of this Lease, subject to the payment of accrued rental and other charges and the other terms, provisions, and conditions of this Lease. 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 14.

11. Overstorage Fees

An overstorage charge of *** per barrel shall be charged for the total number of barrels stored by Joint Owner at the end of any month that exceeds the amount of storage space leased for each

(Form 1506-Multiple Product)

specific Product hereunder. Any excess storage acquired in this manner shall be understood to be temporary only, and shall not constitute a waiver of Lessor’s right to restrict storage to the amount leased hereunder at any time thereafter, and Joint Owner shall promptly remove any such excess Product upon Lessor’s written request.

12. Taxes.

Joint Owner 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, Joint Owner shall immediately reimburse Lessor for such amount upon receipt of notice of payment.

13. Payment Terms.

The total minimum annual rental for storage is payable in equal monthly installments during the term hereof, each of which installments is due and payable in advance by Joint Owner at Lessor’s address set forth on the face of each invoice on or before the first day of each month. Lessor will also invoice Joint Owner each month for all applicable throughput fees, overstorage fees and other fees or charges during the term of this Lease.

14. Warehouseman’s Lien.

Lessor shall have a lien on all Product of Joint Owner 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.

15. Product Losses.

Any loss of Product from Lessor’s storage wells for which Lessor is not responsible shall be apportioned among all of the parties storing such Product in such storage wells on the date of loss in proportion to the amount of Product each such party has in storage on such date. 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 a maximum of the monthly average NON TEPPCO price on the Texas Gulf Coast for such Product on the date of such loss or damage as reported or published by Oil Price Information Service (“OPIS”) (the “Published Price”), or at Lessor’s option, replacement of such lost or damaged Product in kind within forty-five (45) days of such loss. If the Published Price is not reported or published by OPIS for the date in question, the parties will endeavor to promptly agree upon a fair market value.

(Form 1506-Multiple Product)

16. Force Majeure.

Lessor shall not be responsible to Joint Owner for any loss of Joint Owner’s Product, for any loss to Joint Owner resulting from delays in returning Joint Owner’s Product when requested, or for failure of Lessor to perform its obligations hereunder, due, directly or indirectly, to acts of God or other causes beyond the reasonable control of Lessor including, without limitation, storm; earthquake; accidents; acts of the public enemy; emergency or unplanned scheduling and operational restrictions; rebellion; insurrections; sabotage; invasion; epidemic; strikes; lockouts or other industrial disturbances; war; riot; hurricane; 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 due to Lessor’s fault or negligence. The term of this Lease shall not be extended by the duration of any force majeure, nor shall Joint Owner be excused from making any payment due under this Lease. When claiming force majeure, Lessor shall notify Joint Owner 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.

17. Indemnity.

REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT) OF ANY THIRD PARTY, JOINT OWNER 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 “LIABILITY”), INCLUDING ANY EXPENSES OF LITIGATION, COURT COSTS, AND REASONABLE ATTORNEY’S FEES, RESULTING FROM, ARISING OUT OF, OR CAUSED BY THE DELIVERY OF ANY PRODUCT BY JOINT OWNER OR JOINT OWNER’S AGENT, CONTRACTOR, OR CARRIER WHICH IS CONTAMINATED OR OTHERWISE FAILS TO MEET THE SPECIFICATIONS SET FORTH HEREIN, EXCEPT TO THE EXTENT SUCH LIABILITY IS DIRECTLY CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE.

18. Claims; Limitations.

Notice of claims by Joint Owner 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, fully 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

(Form 1506-Multiple Product)

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.

In no event shall Lessor be liable to Joint Owner 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 Joint Owner hereby releases Lessor from any claim therefor.

19. 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:

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 Joint Owner:
Enterprise Products Operating
P.O. Box 4324
Houston, TX. 77210-4324
Attn: Mr. Rob Schaefer
Telephone: (713) 381-6588
Fax: (713) 381-381-7962

20. Assignment .

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 this Lease to its parent corporation, a wholly-owned subsidiary, to an affiliate, to a successor who acquires all, or substantially all, of the assets of the assigning party, or, if a party hereto is a limited partnership, to one or its limited partners or the members of its general partner, 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.

(Form 1506-Multiple Product)

21. 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.

22. Entire Agreement .

This Lease embodies the entire agreement between Lessor and Joint Owner 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.

23. Governing Law .

THIS LEASE AND THE RIGHTS AND DUTIES OF THE PARTIES ARISING OUT OF THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED, AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS.

WITH RESPECT TO ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LEASE, EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS (AS APPLICABLE) LOCATED IN HARRIS COUNTY, TEXAS, AND TO ALL COURTS COMPETENT TO HEAR AND DETERMINE APPEALS THEREFROM, AND WAIVES ANY OBJECTIONS THAT A SUIT, ACTION OR PROCEEDING SHOULD BE BROUGHT IN ANOTHER COURT AND ANY OBJECTIONS TO INCONVENIENT FORUM.

THE PARTIES FURTHER AGREE THAT, IN THE EVENT OF A LAWSUIT ARISING OUT OF THE PERFORMANCE OF THIS LEASE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COURT COSTS, INCLUDING FEES FOR EXPERT WITNESSES, FOR PROSECUTING OR DEFENDING ANY SUCH LAWSUIT FROM THE PARTY NOT PREVAILING.

24. Other Provisions .

This Lease may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together shall constitute the same agreement.

This Lease shall be construed as jointly drafted by the parties according to the language as a whole and not for or against any party.

(Form 1506-Multiple Product)

In the event one or more of the provisions contained in this Lease shall be held to be invalid or legally unenforceable in any respect under applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby. Each of the provisions of this Agreement is hereby declared to be separate and distinct.

Nothing contained in this Lease shall be construed to create an association, trust, partnership, or joint venture or impose a trust, fiduciary or partnership duty, obligation, or liability on or with regard to any party.

This Lease is for the sole benefit of the parties and their respective successors and permitted assigns, and shall not inure to the benefit of any other person whomsoever, it being the intention of the parties that no third person shall be deemed a third party beneficiary of this Lease.

25. Default.

A party will be in default if it: (a) breaches this Lease, and the breach is not cured within thirty (30) days after 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 25 applies.

26. Early Termination.

This Lease may be terminated and canceled by Lessor if not accepted and returned to Lessor by Joint Owner within fifteen (15) days from the date hereof.

(Form 1506-Multiple Product)