EXHIBIT 10.22
FEE AGREEMENT
This Fee Agreement is made as of June 12, 1997, by and among CEPI Holdings,
Inc., a Delaware corporation (the "COMPANY"), and Natural Gas Partners IV, L.P.,
a Delaware corporation ("NGP").
WITNESSETH
WHEREAS, the Company has been recently organized to acquire substantially
all the assets of CRC-Xxxxx Pipeline International Inc., a Delaware corporation
and certain affiliated companies, pursuant to that certain Asset Purchase
Agreement dated December 23, 1996, as amended;
WHEREAS, NGP has assisted in the organization and funding of the Company;
and
WHEREAS, the parties desire to set forth their agreement as to the
compensation to be paid to NGP in consideration of such assistance;
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree that the compensation due and owing to NGP shall be an amount equal to (i)
$70,000, plus (ii) reimbursement for all reasonable out-of-pocket expenses
incurred by its officers, employees and agents (including legal fees incurred by
NGP) in connection with the organization of the Company and the transactions
related thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers effective as of the day first above
written.
CEPI HOLDINGS, INC.
By: ___________________________
Name: _________________________
Title _________________________
NATURAL GAS PARTNERS IV, L.P.
By: G.F.W. Energy IV, L.P., General Partner
By: GFW IV, L.L.C., General Partner
By: __________________________
Name: ________________________
Title: _______________________
