TW Letter Agreement

Here is the draft letter agreement. We are still discussing it with ECS and
can make whatever changes are appropriate. Note that the letter agreement
ties back to Article 6 of the Compression Services Agreement. That article,
you may recall, is where ECS agreed to create a computerized system that
would monitor Continental Divide's electric system utilization and warn when
their system peaks were occurring and then automatically take the compressor
offline (subject to manual override) so we and ECS could avoid peak period
demand charges. Instead of creating such a system, which apparently turned
out to be mostly a manual system anyway, ECS is going to pay us a monthly fee
to monitor CD's system peaks ourselves and decide when we need to get off
line. The load management service has to do with operational management of
the load we place on CD's electric system, and is not a jurisdictional gas
transportation or storage service. Note that the service goes on for 10
years (as required by the accountants' 10 year amortization rule) and thus
may be vulnerable to scrutiny and potential revenue crediting in TW's 2007
rate case. Any way to avoid that? DF