EX-10.18 PROPANE SUPPLY AGREEMENT

PROPANE SUPPLY AGREEMENT

By and between

SEMSTREAM, L.P.

and

ENERGY WEST PROPANE, INC.

Effective April 1, 2005

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Table of Contents
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PROPANE SUPPLY AGREEMENT

     THIS PROPANE SUPPLY AGREEMENT is made effective the 1st day of April, 2005, by and between SEMSTREAM, L.P., a Delaware limited partnership (“SemStream”), and ENERGY WEST PROPANE, INC., d/b/a Rocky Mountain Fuels, a Montana corporation (“Rocky Mountain”).

RECITALS:

      A.  SemStream is commercial supplier of Propane (hereinafter defined);

      B.  Rocky Mountain is an end user of Propane and requires Propane for operation of its Payson Utility Site (hereinafter defined); and

      C.  Rocky Mountain desires to acquire Propane from SemStream and have such Propane stored at the Adamana Facility (hereinafter defined) and the Bumstead Facility (hereinafter defined) until delivery to the Payson Utility Site or have such Propane delivered directly to the Payson Utility Site.

      NOW, THEREFORE , in consideration of the foregoing, the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by SemStream and Rocky Mountain, and intending to be legally bound, SemStream and Rocky Mountain agree as follows:

1. DEFINITIONS

      1.1 Defined Terms . The following definitions shall, for all purposes, unless clearly indicated to the contrary, apply to the capitalized terms used in this Agreement:

     “ Adamana Faciltiy ” means that certain Propane storage facility owned by Ferrellgas North America and/ or its Affiliates located at or near Adamana, AZ of which Rocky Mountain has certain Propane storage rights at such facility pursuant to the Ferrell Lease.

     “ Adequate Assurance of Performance ” has the meaning set forth in Section 7.1.

     “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person at the time at which the determination of affiliation is made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

     “ Agreement ” means this Propane Supply Agreement, together with any and all exhibits attached hereto, as it may be amended, supplemented, or restated from time to time in accordance with the provisions hereof.

      “Amerigas Lease” means that certain Contract Number T2005-12 Propane Storage Agreement by and between SemStream and Amerigas Propane, L.P. dated April 15, 2005.

     “ Bumstead Facility ” means that certain Propane storage facility owned by Amerigas Propane, L.P. and/ or its Affiliates located at or near Bumstead, AZ of which SemStream has certain Propane storage rights at such facility pursuant to the Amerigas Lease.

     “ Business Day ” means any Day other than a Saturday, a Sunday or a Day on which banks in the State of Oklahoma are authorized or obligated by Law or executive order to close.

      “Commercially Reasonable Efforts” shall mean actions which are generally accepted within the Propane industry as reasonable efforts by parties to a contract to effectuate or accommodate transactions between willing buyers and sellers. However, Commercially Reasonable Efforts shall not require a Party to agree to any request from the other Party that may create or cause a material adverse impact on the non-requesting Party.

     “ Day ” means the period of time commencing at 0700 hours on one day and running until 0700 hours on the next day, according to Tulsa, Oklahoma, local time.

     “ DOT ” means the United States Department of Transportation.

     “ Effective Date ” means April 1, 2005.

      “Event of Force Majeure” has the meaning given in Section 9.1.

      “Ferrell Lease” means that certain Ferrell North America Lease Agreement by and between Ferrell North America and Rocky Mountain dated March 10, 2004.

      “Gallon” means a United States gallon of two hundred thirty-one (231) cubic inches of liquid at sixty (60) Degrees Fahrenheit, and at the equivalent vapor pressure of the liquid.

      “Governmental Authority” means any government, any governmental administration, agency, instrumentality or other instrumentality or other political subdivision thereof or any court, commission or other governmental authority of competent jurisdiction.

      “Governmental Authorizations” means all licenses, permits, certificates and other authorizations and approvals of or issued by any Governmental Authority required with respect to either Party hereto, to perform its respective obligations hereunder.

      “Interest Rate” shall mean the lower of (i) an annual percentage equal to the New York prime rate quoted in the most recently published Wall Street Journal plus two percent (2%), or (ii) the maximum rate allowed by law.

      “Law” means all constitutions, laws (including common law), treaties, statutes, orders, decrees, rules, injunctions, licenses, permits, approvals, agreements, regulations, codes, and ordinances issued by any Governmental Authority, and including judicial or administrative orders, consents, decrees, and judgments, and all published directives, guidelines, governmental authorizations, requirements or other governmental restrictions which have the force of law, and

determinations by, or interpretations of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question and binding on a given Person, whether in effect as of the date hereof or thereafter and, in each case, as amended.

      “Notice” means any notice, request, instruction, correspondence, or other communication permitted or required to be given under this Agreement in accordance with Section 13.1 hereof.

      “Parties” means SemStream and Rocky Mountain, collectively.

      “Party” means SemStream or Mountain, individually.

      “Payson Utility Site” means those certain Propane utility storage facilities owned by Rocky Mountain and its Affiliates located at or near Payson, AZ.

      “Person” means, without limitation, an individual, corporation (including a non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body, and shall include any successor (by merger or otherwise) of such entity.

      “Propane” means propane that conforms to the Gas Processors Association Specification for Commercial Propane in effect at the time of receipt or delivery..

      “Rocky Mountain” has the meaning set forth in the introductory paragraph hereof.

      “SemStream” has the meaning set forth in the introductory paragraph hereof.

      “SemStream’s Parent” means SemGroup, L.P, an Oklahoma limited partnership.

      “Year” means a period of three hundred sixty-five (365) consecutive Days, and it shall also include each successive three hundred sixty-five (365) Day period during the term hereof; provided, however, that any Year which contains a date of February 29 shall consist of three hundred sixty-six (366) Days.

      1.2 Other Defined Terms . Other terms may be defined elsewhere in this Agreement and, unless otherwise indicated, shall have such meanings throughout this Agreement.

      1.3 Terms Generally . The definitions in this Agreement shall apply equally to both singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

2. DELIVERIES AND SALES

      2.1 Price Quotes . SemStream on each Business Day during the Term hereof will give Rocky Mountain a price quote for Propane on per Gallon basis to be sold and stored at the Adamana Facility and the Bumstead Facility or for Propane to be sold and delivered to the Payson Utility Storage. Such price quotes given pursuant to this Section 2.1 shall also provide

the method of transportation, the amount of Propane available for purchase and the date of delivery for such Propane.

      2.2 Purchases . Should Rocky Mountain desire to purchase Propane pursuant to a quote given pursuant Section 2.1 hereof, Rocky Mountain shall deliver to SemStream on the Day such quote is given a written confirmation confirming the purchase of and specifying the location of delivery, the amount and the method of transportation of such Propane to be purchased.

      2.3 Delivery of Propane . All deliveries of Propane purchased hereunder will be delivered to either the Adamana Facility, the Bumstead Facility or the Payson Utility Site.

      2.4 Title . Title to Propane purchased hereunder shall pass from SemStream to Rocky Mountain upon delivery of the Propane to the Adamana Facility, the Bumstead Facility or the Payson Utility Site (if delivered directly from a source other than the Adamana Facility or the Bumstead Facility), as applicable.

      2.5 Measurement of Deliveries . All deliveries and sales hereunder shall be made in Gallons. Gallons of Propane delivered by SemStream to Rocky Mountain shall be measured by the meters at the Adamana Facility, the Bumstead Facility or the Payson Utility Site. Readings by such meters shall be conclusive of volumes delivered and sold.

      2.6 Transportation and Storage Costs; Capital Charge and Handling Charges . In addition to the prices quoted in Section 2.1 hereof for Propane purchased by Rocky Mountain hereunder, Rocky Mountain shall pay the following additional charges to SemStream:

     (a)  Propane Stored at the Adamana Facility and the Bumstead Facility . For Propane purchased by Rocky Mountain that is stored at the Adamana Facility or the Bumstead Facility, Rocky Mountain shall pay the following additional charges:

     (i) SemStream’s transportation, equipment and storage costs, including its costs under the Amerigas Lease, to transport and store such Propane to the Adamana Facility or the Bumstead Facility, as applicable;

     (ii) a monthly capital charge based on a 7.75% annualized rate of return applied to the average capital invested during each month the term hereof by SemStream in propane residing in the Adamana Facility and Bumstead Facility in the name of or on account for Rocky Mountain;

     (iii) a $0.005 per Gallon handling and administrative charge for Propane sold hereunder.

     (b)  Propane Delivered Directly to the Payson Utility Site . For Propane purchased by Rocky Mountain that is delivered directly to the Payson Utility Site from a supply source other than the Adamana Facility or the Bumstead Facility, Rocky Mountain shall pay the following charges:

     (i) for Propane purchased during the months of April through September a $0.00375 per Gallon handling and administrative charge; and

     (ii) for Propane purchased during the months of October through March a $0.00625 per Gallon handling and administrative charge.

3. SCHEDULING AND NOMINATIONS

     (a)  Confirmations . All purchases on behalf of Rocky Mountain by SemStream under this Agreement shall be authorized in advance by Rocky Mountain or its authorized agents. Such authorization may be provided verbally but shall be binding upon Rocky Mountain only if written confirmation of any such verbal authorization is provided to Rocky Mountain by SemStream within a commercially reasonable period of time.

     (b)  Railcar Movements . During the term of this Agreement, all deliveries of Propane by railcars to and from the Adamana Facility and the Bumstead Facility and to the Payson Storage Facility shall be scheduled and nominated by SemStream. Rocky Mountain shall take all necessary steps under the Ferrellgas Lease so that SemStream may nominate and schedule deliveries of Propane to and from the Adamana Storage Facility by railcar.

     (c)  Truck Shipments . During the term of this Agreement, all shipments of Propane by truck to the Adamana Facility and the Bumstead Facility or deliveries by truck to the Payson Utility Storage from other locations shall be scheduled and nominated by Rocky Mountain. SemStream shall take all necessary steps under the Amerigas Lease so that Rocky Mountain are delivered from storage into the trucks arranged for by Rocky Mountain for subsequent delivery to Payson Storage Facility..

     (d)  Storage Leases . In addition to the above provisions regarding scheduling and nominations of Propane purchased hereunder, SemStream and Rocky Mountain hereby acknowledge that all scheduling and nominations of Propane delivered and stored at the Adamana Storage Facility shall be done in accordance with the Ferrellgas Lease and that all scheduling and nominations of Propane delivered and stored at the Bumstead Storage Facility shall be done in accordance with the Amerigas Lease.

4. STORAGE MANAGEMENT

      4.1 Adamana Inventory Reports . During the term hereof, Rocky Mountain shall direct Ferrellgas to deliver to SemStream on each Day inventory reports that details the amount of Propane delivered to the Adamana Storage Facility, whether by rail or truck, and the amount of Propane lifted from the Adamana Storage Facility whether by rail or truck on the preceding Day.

      4.2 Monthly Certification . During the term of this Agreement, SemStream shall provide with monthly reports detailing the amounts of Propane stored at the Adamana Storage Facility and the Bumstead Storage Facility on behalf of Rocky Mountain. Such reports shall also detail the volumes of Propane delivered to and from the Adamana Storage Facility and the Bumstead Storage Facility. The reports described in this Section 4.2 shall be delivered by SemStream to Rocky Mountain on or before the fifteenth (15 ^th ) Day of the month following the month in which such report pertains.

5. INVOICING AND PAYMENT

5.1 Invoicing .

     (a)  Adamana Storage Facility and the Bumstead Storage Facility . For Propane purchased by Rocky Mountain hereunder