CPS Interconnect Agreement

---------------------- Forwarded by Gerald Nemec/HOU/ECT on 02/17/2000 01:32
PM ---------------------------

Steve -HPL- Schneider
02/08/2000 10:53 AM
To: Gerald Nemec/HOU/ECT@ECT
cc: James R Haden/HOU/ECT@ECT, Kenneth W Kaase/HOU/ECT@ECT
Subject: CPS Interconnect Agreement

Revision: HPL will operate to the outlet flange of the regulation (not
separation) equipment as reflected on Jim's drawing that will be Exhibit A.

---------------------- Forwarded by Steve -HPL- Schneider/HOU/ECT on
02/08/2000 10:51 AM ---------------------------

Steve -HPL- Schneider
02/07/2000 05:40 PM
To: Gerald Nemec/HOU/ECT@ECT
cc: James R Haden/HOU/ECT@ECT, Kenneth W Kaase/HOU/ECT@ECT
Subject: CPS Interconnect Agreement

I have talked to Dan McWhirter with CPS and the agreement needs to altered to
reflect the following, as needed. HPL will construct a tap, tap valve,
riser, and check valve off the South Texas 30" JV pipeline, with EFM and
SCADA equipment on the meter facilities. We will own, operate and maintain
such facilities , but will be reimbursed (with IRS tax gross-up) by CPS.
Ownership will break at the outlet flange of the check valve, plus the EFM
and SCADA equipment. CPS will construct and own the remainder of the
facilities installed, such facilities to the outlet flange of the separation
facilities (including tank and secondary containment) being installed to
HPL's specs. HPL will operate and maintain these facilities. Our EFM will
be custody transfer, with their EFM being check measurement. Such facilities
are to be installed so that HPL remotely controls the volume flow through the
meter. All maintenance costs on this sector will be paid by HPL and
reimbursed by CPS upon invoice. Any maintenance expenditure over $3,000 per
event will require pre-notification to CPS. All other facilities downstream
of separation with be constructed, owned, operated and maintained by CPS. As
compensation for handling the separation facilities and liquids recovered,
CPS pre-transfers ownership and title to such recovered liquids to HPL and
warrants title to HPL. Jim Haden will provide a revised Exhibit A depicting
the facilities and the ownership break point. Jim, you need to review and
approve the facilities to be installed above to our specifications, as
required. If you have any questions, please call.