<Page>
                                                            Exhibit 10.17

"Pages where confidential treatment has been requested are marked 'Confidential
Treatment Requested.' The redacted material has been separately filed with the
Commission, and the appropriate section has been marked at the appropriate
place and in the margin with a star (*)."




                             FRACTIONATION AGREEMENT


                                 by and between


                         CEDAR BAYOU FRACTIONATORS, L.P.


                                       and


                               AMOCO OIL COMPANY.


                            EFFECTIVE JANUARY 1, 1998
<Page>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I: DEFINITIONS ...................................................    1

ARTICLE II: TERM .........................................................    4

ARTICLE III: AMOCO'S PERFORMANCE .........................................    4

ARTICLE IV: CBF'S PERFORMANCE ............................................    5

ARTICLE V: TRANSFER OF CUSTODY ...........................................    7

ARTICLE VI: MEASUREMENT ..................................................    7

ARTICLE VII: COMPENSATION TO CBF .........................................    7

ARTICLE VIII: TAXES AND OTHER PAYMENTS ...................................    9

ARTICLE IX: ACCOUNTING AND AUDIT PROCEDURES ..............................    9

ARTICLE X: BILLING AND PAYMENT ...........................................   10

ARTICLE XI: FORCE MAJEURE ................................................   11

ARTICLE XII: INDEMNIFICATION AND LIMITATION OF LIABILITY .................   12

ARTICLE XIII: DISPUTE RESOLUTION .........................................   13

ARTICLE XIV: MISCELLANEOUS ...............................................   16

EXHIBIT "A" - AMOCO'S DEDICATED PLANTS

EXHIBIT "B" - SPECIFICATION PRODUCTS SPECIFICATIONS
</Table>

<Page>

                             FRACTIONATION AGREEMENT

     THIS AGREEMENT (the "Agreement") is made and entered into as of the 1st
Day of January, 1998, by and between, Cedar Bayou Fractionators, L.P., a
Delaware limited partnership (hereinafter referred to as "CBF"), and Amoco
Oil Company, a Delaware corporation (hereinafter referred to as "Amoco"),
sometimes also referred to individually as "Party" and collectively as
"Parties."

     WITNESSETH:

     WHEREAS, Amoco owns, controls or has rights to certain volumes of
natural gas liquids recovered by various natural gas processing facilities
available for fractionation; and

     WHEREAS, CBF owns a Fractionation Facility, hereinafter defined,
situated in Mont Belvieu, Chambers County, Texas; and

     WHEREAS, Amoco has arranged for the transportation and delivery of such
Raw Product, hereinafter defined, and/or Butane-Gasoline Mix, hereinafter
defined, to Mont Belvieu, Texas; and

     WHEREAS, CBF has arranged for the receipt of such Raw Product and/or
Butane-Gasoline Mix from Amoco, as well as Raw Product and/or Butane-Gasoline
Mix owned by third parties, at the Delivery Point, hereinafter defined; and

     WHEREAS, it is the mutual desire of CBF and Amoco that CBF receive
Amoco's Raw Product at the Delivery Point and redeliver to Amoco, or its
designee, Specification Products, hereinafter defined, at the Storage
Facility, hereinafter defined, or at other mutually agreeable locations.

     NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS

     When the following terms or expressions are used in this Agreement, they
shall have the meanings defined below:

     "AFFILIATE" shall mean a Person that directly or indirectly through one or
     more intermediates, controls, or is controlled by or is under common
     control with the Person specified. The term "control" (including the terms
     "controlled by" or "under common control with") means the possession,
     directly or indirectly, of the power to direct or cause the direction of
     the management and policies of a Person, whether through ownership, by
     contract, or otherwise. Any Person shall be deemed to be an Affiliate of


                                       1
<Page>

     any specified Person if such Person owns 50% or more of the voting
     securities of the specified Person, if the specified Person owns fifty
     percent (50%) or more of the voting securities of the specified Person, if
     the specified Person owns fifty percent (50%) or more of the voting
     securities of such Person, or if fifty percent (50%) or more of the voting
     securities of the specified Person and such Person are under common
     control.

     "BACK-END MIX" shall mean any mixture of Components which will be
     fractionated by the Fractionation Facility without requiring the use of the
     Fractionator's de-ethanizer.

     "BACK-END FEE" shall have the meaning as ascribed to it in Article VII.

     "BARREL" shall mean 42 Gallons.

     "BASE RATE" shall have the meaning as ascribed to in it Article X.

     "BUSINESS DAY" shall mean a Day on which Federal Reserve member banks in
     New York City are open for business.

     "CLAIMS" shall have the meaning as ascribed to in Section 12.1 hereinafter.

     "COMPONENT" shall mean the individual hydrocarbon constituents of Raw
     Product, including but not limited to: methane, ethane, propane, isobutane,
     normal butane, isopentane, normal pentane, hexanes and heavier, as well as
     other non-hydrocarbon Components allowed by Pipeline.

     "DAY" OR "DAILY" shall mean a twenty-four (24) hour period commencing 7:00
     a.m. Central Standard or Daylight Savings time, as applicable, and
     extending until 7:00 a.m. Central Standard or Daylight Savings time, as
     applicable, on the following Day.

     "DELIVERY POINT" shall mean the point of interconnection between the
     Pipelines and Storage Facility at which point Amoco's Raw Product is
     delivered to CBF through the Storage Facility.

     "FEE RE-DETERMINATION ARBITRATION" shall have the meaning set forth in
     Section 13.5.

     "FINAL OFFERS" shall mean final offers made by the Parties prior to
     submission of a monetary dispute to an arbitrator, in the manner specified
     in Section 13.7.

     "FORCE MAJEURE" shall have the meaning as ascribed to it in Article XI.

     "FRACTIONATION FACILITY" OR "FRACTIONATOR" shall mean the fractionation
     unit owned by CBF situated in the vicinity of Mont Belvieu, Chambers
     County, Texas, which is operated by Warren which fractionation unit is used
     for the purpose of fractionating Raw Product streams into Specification
     Products.


                                       2
<Page>

     "GALLON" shall mean the unit of volume used for the purpose of measurement
     of liquid. One U. S. liquid Gallon contains 231 cubic inches when the
     liquid is at a temperature of 60 degrees Fahrenheit and at the vapor
     pressure of the liquid being measured.

     "KOCH COMMITMENT" shall mean that volume of Raw Product committed by Amoco
     to Koch Hydrocarbons Company ("Koch") under an agreement effective July 1,
     1997.

     "MONT BELVIEU AREA" shall mean the geographical area surrounding Mont
     Belvieu, Texas including the following Texas counties:

                    Brazoria                         Harris
                    Chambers                         Jefferson
                    Fort Bend                        Liberty
                    Galveston                        Montgomery

     However, the following facilities shall be excluded from the Mont Belvieu
     Area:

        Amoco's refinery and chemical plant in the vicinity of Texas City, Texas
        Amoco's chemical plant in the vicinity of Alvin, Texas
        Amoco's chemical plant in the vicinity of Pasadena, Texas
        Amoco's chemical plant in the vicinity of Mont Belvieu, Texas

     "MONTH" OR "MONTHS" OR "MONTHLY" shall mean the period commencing on the
     first Day of a Month and ending on the first Day of the next succeeding
     Month.

     "PIPELINE(S)" shall mean any pipeline which delivers Amoco's Raw Product to
     the Storage Facility. Currently, the four (4) pipelines capable of
     delivering such Raw Product are the Seminole Pipeline, the Chaparral
     Pipeline, the West Texas Pipeline, and Black Lake Pipeline. During 1998,
     CBF desires to connect to the Dean Pipeline which is owned and operated by
     Duke Energy.

     "PRIMARY TERM" shall have the meaning as ascribed to it in Article II.

     "RAW PRODUCT" shall mean that mixture of liquid hydrocarbons delivered by
     Pipelines to the Storage Facility in accordance with the terms of any
     connection agreements or pipeline tariffs in effect from time to time.

     "REDELIVERY POINT" shall mean the Storage Facility owned and operated by
     Warren.

     "SPECIFICATION PRODUCT(S)" shall mean the liquid hydrocarbons meeting the
     specifications provided for in Exhibit "B", attached hereto, fractionated
     from the Raw Product.

     "STORAGE FACILITY" shall mean the underground storage facilities owned and
     operated by


                                       3
<PAGE>

                       'Confidential Treatment Requested'

     Warren at or near Mont Belvieu, Chambers County, Texas, including, but not
     limited to, all storage caverns, related surface and subsurface equipment,
     and loading and unloading terminals.

     "WARREN" shall mean Warren Petroleum Company, Limited Partnership.

     "YEAR" OR "YEARLY" shall mean a period of 365 consecutive Days; provided,
     however that any Year which contains the date of February 29 shall consist
     of 366 consecutive Days.

     "Y-GRADE" shall mean any Raw Product which will be fractionated by CBF's
     fractionation facility other than Back-End Mixes.

     "Y-GRADE FEE" shall have the meaning as ascribed to it in Article VII.

                                ARTICLE II: TERM

     This Agreement shall have a primary term commencing on January 1, 1998 and
* ending [REDACTED] (the "Primary Term") and shall continue in effect from Year
  to Year thereafter; provided that either Party shall have the right to
  terminate this Agreement effective at the end of the Primary Term or any
  Yearly anniversary thereafter by giving the other Party at least twelve
  Months prior written notice.

                        ARTICLE III: AMOCO'S PERFORMANCE

3.1  Except as set-forth in Section 3.2, Amoco shall deliver or cause to be
     delivered to the Delivery Point for fractionation under the terms of the
     Agreement, the Raw Product which it owns and/or controls and which are
     produced from the dedicated plants listed in Exhibit "A", and which are
     delivered to the Mont Belvieu Area. Such Raw Product shall include both
     Y-Grade and Back-End Mixes. Volumes of Raw Product from the dedicated
     plants listed in Exhibit "A" but which are currently subject to the Koch
     Commitment will be delivered to CBF following the termination of that
     commitment. Amoco further agrees that for any volumes of Y-Grade or
     Back-end Mixes that Amoco may now or in the future have available from
     plants that are not listed in Exhibit "A" and that are delivered to the
     Mont Belvieu Area and that can economically be delivered and fractionated
     at CBF versus alternative opportunities, that Amoco will offer such volumes
     to become dedicated to CBF and that if CBF accepts same, then such volumes
     shall become dedicated under the terms of this Agreement.

3.2  The following volumes shall be excepted from the dedication set-forth in
     Section 3.1 above.

     (1)  Amoco volumes which are dedicated under the Koch Commitment shall not
          be


                                       4
<Page>

                       'Confidential Treatment Requested'

          dedicated to CBF until July 1, 1998.

     (2)  Amoco volumes which are delivered to the Mont Belvieu Area via Duke
          Energy's pipeline, which moves Raw Product from the Matagorda County,
          Texas to Mont Belvieu, Texas (formerly referred to as the Dean
          Pipeline) shall not be dedicated until the following conditions are
          met.

          (a)  A pipeline connection is operational that will allow deliveries
               from the Duke Energy pipeline to CBF's fractionation facility.

          (b)  The Amoco volume on said pipeline is not dedicated under any
               third-party agreement that is in existence at the time that item
               (a) occurs.

     (3)  Volumes from Amoco's Old Ocean Plant located in Brazoria Country,
          Texas.

     (4)  Volumes from Apache's Hastings Plant located in Brazoria Country,
          Texas.

     (5)  Volumes from Exxon's Katy Plant located in Waller County, Texas.

     (6)  Any Amoco volumes which CBF does not commit to accept under the
          provisions of Article IV of this Agreement.

3.3  Amoco shall direct Pipeline to prepare, during each Month, an allocation of
     ownership of the Pipeline's commingled Raw Product, by Components actually
     delivered to CBF. Amoco and CBF are to accept and rely on such allocation.

3.4  Prior to the beginning of each Month, CBF will estimate the volumes of
     Specification Products for which disposition instructions will be required
     from Amoco. Such estimates will be established by utilizing the actual
     volumes of Raw Product delivered to the Fractionation Facility during the
     most recent Month for which actual volumes are available and adjusting for
     anticipated variances as may be advised by Amoco from time to time. As set
     forth in Article IX of this Agreement, Amoco and CBF shall exchange and
     reconcile Monthly statements detailing Amoco's product movement no later
     than the last Day of each succeeding Month following the Month in question.

3.5  Amoco is procuring the fractionation services under this Agreement for the
     purpose of fractionating Raw Product and not for the purpose of reselling
     such services and agrees not to so resell said services.

                          ARTICLE IV: CBF'S PERFORMANCE

4.1  CBF shall accept delivery of and provide fractionation for a maximum of
*    [REDACTED] Barrels per Day of Amoco's Y-Grade and [REDACTED] Barrels per
     Day of Back-End Mixes as determined on a Monthly average basis. Volumes
     above these amounts will be accepted by CBF for fractionation on a space
     available basis.


                                       5
<Page>

4.2  CBF shall deliver Specification Products to Amoco or its designee at the
     Storage Facility or at other mutually agreed upon locations. CBF will
     redeliver Specification Products during the same Month in which the Raw
     Product containing such Components is delivered to CBF, so long as Pipeline
     deliveries allow for fractionation of said Raw Product at a rate
     approximating the Daily average Pipeline delivery rate for said Month.

4.3  CBF shall not routinely hold back Specification Products from Amoco as a
     minimum inventory requirement. However, CBF shall have the right to
     withhold distribution of Amoco's Specification Products, on a CBF ownership
     percentage basis, to the extent that CBF has insufficient volumes of
     Specification Products to meet its obligations to its fractionation
     customers. To determine Amoco's ownership percentage in CBF, the combined
     ownership percentage of both Amoco MB Fractionation Company (a partner in
     CBF) and Amoco MBF Company (a partner in DEVCO) shall be considered.

4.4  The quantity of the five Specification Products due Amoco will be as
     follows, based on the Pipelines' reported volumes of each Component which
     have been delivered for Amoco's account:

     (1)  EP MIX (80/20): the volume will be equal to (a) 100% of the ethane
          Component plus methane Component up to 1.5 liquid volume percent of
          the ethane Component, (b) plus propane Component equal to 25% of the
          volume in (a) above.

     (2)  PROPANE: the volume will be equal to 100% of the propane Component
          minus the propane use for the EP Mix.

     (3)  ISOBUTANE: the volume will be equal to 100% of the isobutane
          Component.

     (4)  NORMAL BUTANE: the volume will be equal to 100% of the normal butane
          Component.

     (5)  NATURAL GASOLINE: the volume will be equal to 100% of the isopentane
          and heavier Components.

4.5  In the event CBF actually produces purity ethane utilizing its existing
     facilities (as of January 1, 1998), then Amoco reserves the right to
     receive a prorated share of its ethane as purity ethane. The maximum
     Monthly volume of purity ethane that Amoco may elect to receive would be
     calculated as follows:

     AE = [AEY/TEY] x E

     Where:
     AE = Amoco's prorated share of purity ethane
     AEY = the ethane Component of Amoco's delivered Y-Grade during the


                                       6
<Page>

                       'Confidential Treatment Requested'

               calendar Month
     TEY = the total amount of ethane Component in Y-Grade delivered to the
               Fractionator for fractionation services during the Calendar Month
     E = the volume of purity ethane produced by CBF during the calendar Month

                         ARTICLE V: TRANSFER OF CUSTODY

     Amoco warrants that it has the right to cause the Raw Product to be
fractionated. Custody of the Raw Product shall transfer to CBF at the Delivery
Points, subject to Amoco's right, pursuant to Section 4.2 above, to receive
allocated Gallons of Specification Products at the Storage Facility. Custody of
Specification Products shall be delivered to Amoco or its designee. CBF shall at
no time take title to the Raw Product or the resulting Specification Products
while such products are in the custody of CBF.

                             ARTICLE VI: MEASUREMENT

6.1  Volumes of Raw Product, shall be measured and calculated in accordance with
     the then current Pipeline tariff or CBF's Pipeline connection agreements.
     CBF shall furnish Amoco with current copies of all Pipeline connection
     agreements and any future modifications to such agreements.

6.2  Volumes of Specification Products delivered by CBF in accordance with
     Article IV, shall be measured and calculated in accordance with CBF's
     standard measurement procedures at Mont Belvieu and shall conform to good
     measurement practices in the industry and the then current API Manual of
     Petroleum Measurement Standards. CBF shall furnish Amoco with the current
     copies of all standard measurement procedures for Mont Belvieu and any
     future modifications to such procedures.

                        ARTICLE VII: COMPENSATION TO CBF

7.1  Subject to Article VIII, as full consideration for the fractionation
     services provided hereunder, Amoco shall pay to CBF a fractionation fee for
     each Gallon of Y-Grade ("Y-Grade Fee") or Back-End Mixes ("Back-End Fee")
     delivered by, or on behalf of, Amoco to CBF each Month. Such fees shall be
     determined on a calendar quarter basis by the following formulas:

*    Y-Grade Fee = [REDACTED]

                    and


                                       7
<Page>

                       'Confidential Treatment Requested'

*    Back-End-Fee = [REDACTED]

Where:

         FUEL   = The fuel cost (in $/MMBtu) equivalent to the Houston Ship
                  Channel Index of INSIDE FERC'S GAS MARKET REPORT, for natural
                  gas (large packages) for the preceding calendar quarter
*                 plus [REDACTED] per MMBTU.

         ELEC   = The combined average cost of purchased electricity (in
                  CENTS/KWH) at the Fractionator for the preceding calendar
                  quarter.

         CPIU   = The combined average Consumer Price Index, as published by
                  the United States Department of Labor, for the preceding
                  calendar quarter.

7.2  The above fee formulas shall remain in effect during the first five Years
     of the Primary Term unless CBF implements a significant energy reduction
     project similar to that contemplated by Warren and Amoco in December of
     1997. If such project is implemented and significant energy consumption
     efficiencies are realized due to same, then CBF and Amoco will mutually
     agree upon a new formula to become effective with the start of the first
     Month that follows the start-up of said project by 60 Days. Such new
     formula should initially reflect the same resulting fees as the above
     formulas, but will utilize new factors as are appropriate to be changed to
     reflect the change in energy consumption patterns at the Fractionator,
     provided that the definition of "FUEL," "ELEC" and "CPIU" above shall not
     change.

7.3  Either Party shall have the right to initiate a renegotiation of either or
     both of the above fees and fee formulas to be effective on any or each of
*    the [REDACTED] of the Effective Date (the "Price Change Dates") by giving
     the other Party at least ninety (90) Days and no more than one hundred
     fifty (150) Days notice prior to any of the Price Change Dates. Such
     negotiations shall commence immediately upon the date of receipt of such
     notice by the other Party and continue for at least sixty (60) Days
     thereafter (the "Negotiation Period"). During the Negotiation Period, each
     Party shall submit to the other Party one or more written offers for the
     new fee or fees. If CBF and Amoco are unable to agree to the new fee or
     fees by the end of the Negotiation Period, either CBF or Amoco shall have
     the right to have the new fee or fees re-determined by initiating Fee
     Re-Determination Arbitration pursuant to Sections 13.5 through 13.10,
     provided that in arbitrating such fee re-determinations, the arbitrator's
     choice shall be based on a determination of which of the Parties' Final
     Offers most closely approximates the then current fair market rate for the
     fractionation and other services provided by CBF hereunder, based on a
     five Year term for volumes and composition of Raw Product similar

                                       8

<Page>

     to that then being tendered hereunder by Amoco, and with the market area
     for comparison being the Mont Belvieu Area.

                     ARTICLE VIII: TAXES AND OTHER PAYMENTS

     Amoco shall be responsible for the payment of any royalties, overriding
royalties, and other payments due or to become due on the Raw Products or the
Specification Products which are subject to this Agreement. Any tax applicable
to the Raw Products or the Specification Products or the services provided by
CBF hereunder, including but not limited to any tax applicable to stored volumes
of Specification Products, shall be borne and paid by Amoco unless such tax is
by law imposed upon CBF, in which event, such tax shall be paid by CBF and
charged to Amoco and reimbursed by Amoco. Amoco shall indemnify and hold CBF and
their respective Affiliate's directors, officers, agents and employees harmless
from and against any and all claims, demands or causes of action of any kind,
together with all loss, damage and expense (including court costs and attorney's
fees) arising with respect to the payment of any taxes, royalties, overriding
royalties and other payments due or to become due on the services, Raw Products
or Specification Products which are subject to this Agreement.

                   ARTICLE IX: ACCOUNTING AND AUDIT PROCEDURES

9.1  Amoco or its designee shall furnish the following reports to CBF: (i)
     Amoco's share of Components in the Raw Product delivered each Month for the
     Month in question by the tenth Day of the next succeeding Month; (ii)
     instructions for delivery of Specification Products for the Month in
     question during the Month in question, as set forth in Section 3.4; and
     (iii) twelve (12) Month forecast of Raw Product projected to be delivered
     under this Agreement, as requested by CBF from time to time.

9.2  CBF shall furnish each Month for the preceding Month, the following reports
     to Amoco: (i) volumes of Amoco's Specification Products attributable to the
     Raw Product delivered to CBF each Month, in accordance with the
     reconciliation described in Section 3.4; (ii) Specification Products
     volumes delivered to Amoco or its designee each Month in accordance with
     the reconciliation described in Section 3.4; and (iii) Amoco's inventories
     of Specification Product(s) each Month, in accordance with the
     reconciliation described in Section 3.4. CBF shall furnish initial reports
     of these items by the twentieth Day of the Month succeeding the Month and
     shall fully complete volume and money reconciliations as described in
     Section 9.3 below.

9.3  Volume and money reconciliation shall be prepared by Amoco and by CBF on a
     Monthly basis. Amoco and CBF shall cooperate to identify and reconcile
     volume balances and amounts owed. As each Party completes each Month's
     reconciliation, a copy of the reconciliation shall be sent to the other
     Party but no later than the last Day of the Month succeeding the Month in
     question.

9.4  All invoices or statements issued by CBF and any volume and money
     reconciliation reports, or balancing reports, during any calendar Year
     shall conclusively be presumed to be true


                                       9
<Page>

     and correct after twenty-four (24) Months following the end of any such
     calendar Year, unless within the said twenty-four (24) Month period the
     other Party takes written exception thereto and makes claim on the Party
     issuing the invoice, statement or report for adjustment.

9.5  Amoco, upon at least thirty (30) Days prior notice in writing to CBF, shall
     have the right to audit the CBF's records pertaining to performance under
     this Agreement, for any calendar Year within the twenty-four (24) Month
     period following the end of such calendar Year; provided, however, the
     making of ail audit shall not extend the time for the taking of written
     exception to and the adjustments provided for in Section 9.4. Amoco shall
     make every reasonable effort to conduct an audit in a manner which will
     result in a minimum of inconvenience to CBF. CBF shall bear no portion of
     the Amoco's audit cost. An audit shall not be conducted more than once each
     Year. CBF shall reply in writing to an audit report within 180 Days after
     receipt of such report. Should Amoco and CBF fail or be unable to resolve
     any audit disputes, the matter shall be resolved using the dispute
     resolution procedures set forth in Article 13 of this Agreement.

9.6  CBF shall retain all financial and volume records for a minimum of
     forty-eight (48) Months following the end of any calendar Year.

                         ARTICLE X: BILLING AND PAYMENT

     After receiving allocation information from Pipeline each Month, CBF shall
furnish Monthly to Amoco an invoice reflecting all applicable fees and charges
due and Amoco shall pay to CBF the amounts due no later than (i) ten (10) Days
after Amoco's receipt of invoice therefor, if the amount of same is fifty
thousand dollars ($50,000) or more or (ii) fifteen (15) Days after receipt of
invoice therefor, if the amount of same is less than fifty thousand dollars
($50,000). If the Day on which any payment is due is not a Business Day, then
the relevant payment shall be due upon the immediately preceding Business Day,
except if such payment due date is a Sunday or Monday, then the relevant payment
shall be due upon the immediately succeeding Business Day. Any amounts which
remain due and owing after the due date shall bear interest thereon at the lower
of the United States Treasury 90-Day T-Bill interest rate, as published in the
Wall Street Journal on the first Day such rate is quoted at the beginning of
each calendar quarter, plus thirteen (13%), or the maximum lawful rate of
interest (the "Base Rate"). If a good faith dispute arises as to the amount
payable in any statement, the amount not in dispute shall be paid. if Amoco
elects to withhold any payment otherwise due as a consequence of a good faith
dispute, Amoco shall provide CBF with written notice of its reasons for
withholding payment, and, if the amount of such invoice is equal to or greater
than five thousand dollars ($5,000) or the total aggregate amount of all
invoices in which Amoco has withheld payment and is outstanding at any time is
greater than or equal to twenty five thousand dollars ($25,000), Amoco shall
simultaneously place the disputed amount into an escrow account at a mutually
acceptable commercial bank, pending resolution of the dispute. Amoco's election
to withhold payment from CBF and escrow same as provided herein shall be
exercised within thirty (30) Days from Amoco's


                                       10
<Page>

receipt of the invoice giving rise to such good faith dispute. After the thirty
(30) Day period, Amoco shall be required to pay CBF the full amount of the
invoice whether or not there is a good faith dispute as to the amount payable.
If it is subsequently determined, whether by mutual agreement of the Parties or
otherwise, that (i) Amoco is required to pay all or any portion of the disputed
amounts to CBF or (ii) Amoco is entitled to reimbursement for an invoice it
paid, in addition to paying such amounts, the Party making such payment also
shall pay interest accrued on such amounts at the Base Rate from (1) the
original due date until paid in full, if Amoco is required to pay, or (2) the
date Amoco paid the disputed invoice until paid in full, if CBF is required to
pay.

                            ARTICLE XI: FORCE MAJEURE

11.1 In the event either Party hereto is rendered unable, wholly or in part, by
     reason of Force Majeure to carry out its obligations under this Agreement,
     upon such Party's giving notice and reasonably full particulars of such
     Force Majeure in writing to the other Party after the occurrence of the
     cause relied on, then the obligations of such Party, other than the
     obligation to pay money due hereunder, insofar and only insofar as they are
     affected by such Force Majeure, shall be suspended during the continuance
     of any inability so caused, but for no longer period; and such cause shall,
     so far as reasonably possible, be remedied with all reasonable dispatch.

11.2 The term "Force Majeure" shall mean acts of God, strikes, lockouts or other
     industrial disputes or disturbances, acts of the public enemy, wars,
     blockades, insurrections, riots, epidemics, landslides, lightning,
     earthquakes, fires, tornadoes, hurricanes, storms, and warnings for any of
     the foregoing which may necessitate the precautionary shut-down of wells,
     plants, pipelines, gathering systems, loading facilities, terminals, the
     Fractionator or any portion thereof, or other related facilities, floods,
     washouts, arrests and restraints of governments (either federal, state,
     civil or military), civil disturbances, explosions, sabotage, breakage or
     accidents to equipment, machinery, plants, the Fractionator or any portion
     thereof, or lines of pipe, the lack or failure of brine or brine handling
     capacity, the making of repairs or alterations to any of the foregoing,
     inability to secure labor or materials, freezing of equipment, machinery,
     plants, the Fractionator or any portion thereof, or lines of pipe, partial
     or entire failure of wells or gas supply, electric power shortages,
     necessity for compliance with any court order, or any law, statute,
     ordinance, rule, regulation or order promulgated by a governmental
     authority having or asserting jurisdiction, inclement weather that
     necessitates extraordinary measures and expense to construct facilities
     and/or maintain operations, or any other causes, whether of the kind
     enumerated herein or otherwise, which are not within the control of the
     Party claiming suspension and which by the exercise of due diligence such
     Party is unable to prevent or overcome. Such term shall likewise include,
     in those instances where either Party hereto is required to obtain
     servitudes, rights-of-way, grants, permits or licenses to enable such Party
     to fulfill its obligations hereunder, the inability of such Party to
     acquire, or delays on the part of such Party in acquiring, at reasonable
     cost and after the exercise of reasonable diligence, such servitudes,
     rights-of-way grants, permits or licenses, and in those instances where
     either Party hereto is required to furnish materials and supplies for the
     purpose of


                                       11
<Page>

     constructing or maintaining facilities to enable such Party to fulfill its
     obligations hereunder, the inability of such Party to acquire, or delays on
     the part of such Party in acquiring, at reasonable cost and after the
     exercise of reasonable diligence, such materials and supplies. The term
     "Force Majeure" shall also include any event of force majeure occurring
     with respect to the facilities or services of either Party's suppliers or
     customers providing a service or providing any equipment, goods, supplies
     or other items necessary to the performance of such Party's obligations,
     and shall also include curtailment or interruption of deliveries or
     services by such third-party suppliers or customers as a result of an event
     defined as Force Majeure hereunder.

11.3 Notwithstanding Section 11.1 above, it is understood and agreed that the
     settlement of strikes or lockouts shall be entirely within the discretion
     of the Party having the difficulty, and that the above requirement that any
     Force Majeure shall be remedied with all reasonable dispatch shall not
     require the settlement of strikes or lockouts by acceding to the demands of
     the opposing Party when such course is inadvisable in the discretion of the
     Party having the difficulty.

            ARTICLE XII: INDEMNIFICATION AND LIMITATION OF LIABILITY

12.1. AMOCO'S INDEMNITIES: REGARDLESS OF THE PRESENCE OR ABSENCE OF ANY
     INSURANCE COVERAGE MAINTAINED BY EITHER PARTY HERETO, AMOCO HEREBY
     RELEASES, AND AGREES TO DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS, CBF,
     ITS OPERATOR, PARTNERS AND ITS PARTNERS' AFFILIATES AND THOSE ENTITIES'
     RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES
     ("AMOCO INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
     CAUSES OF ACTION, LIABILITY, LOSS, DAMAGE, PENALTIES, FINES, COST AND
     EXPENSE, INCLUDING COURT COSTS AND ATTORNEY'S FEES IN CONNECTION THEREWITH
     ("CLAIMS"), ARISING OUT OF OR RELATED TO:

     (1)  DESTRUCTION, LOSS OR CONTAMINATION OF AMOCO'S RAW PRODUCT AND
          SPECIFICATION PRODUCTS, EVEN WHERE LIABILITY WITHOUT FAULT WOULD
          OTHERWISE BE IMPOSED ON CBF AND REGARDLESS OF THE CAUSE OF SUCH LOSS,
          INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY OF THE AMOCO
          INDEMNIFIED PARTIES, IT BEING UNDERSTOOD AND AGREED THAT AMOCO SHALL
          RETAIN ALL RISK OF LOSS WITH REGARD TO AMOCO'S RAW PRODUCT AND
          ATTRIBUTABLE SPECIFICATION PRODUCTS, EVEN WHEN SAME IS IN CBF'S
          POSSESSION DURING THE PROVIDING OF SERVICES HEREUNDER; and

     (2)  Except as to Claims within the scope of Sections 12.1.(1) above, any
          Claims arising from injuries or damages to the persons or properties
          arising from damages


                                       12
<Page>

          to the tangible physical property in connection with Amoco's, or its
          contractors, handling and possession of Amoco's Raw Product or
          Specifications Products prior to delivery of same to CBF and after
          delivery of same from CBF back to Amoco or its designated
          representative to the extent of Amoco's or its contractor's negligence
          or legal fault for same.

12.2 CBF INDEMNITIES: Regardless of the presence or absence of any insurance
     coverage maintained by either party hereto, CBF hereby releases, and agrees
     to defend, protect, indemnify and hold harmless, Amoco, and its affiliates,
     and agents and those entities' respective directors, officers, employees,
     agents and representatives ("CBF Indemnified Parties") from and against any
     and all claims, demands, causes of action, liability, loss, damage,
     penalties, fines, cost and expense, including court costs and attorney's
     fees in connection therewith ("Claims"), arising from injuries or damages
     to the persons or properties arising from damages to the tangible physical
     property in connection with CBF's, or its contractors, handling and
     possession of Amoco's Raw Product or Specifications Products while same are
     in CBF's possession and prior to delivery of same to Amoco at the Storage
     Facility to the extent of CBF's or its contractor's negligence or legal
     fault for same.

12.3 LIMITATION OF LIABILITY: NEITHER CBF, CBF'S OPERATOR OR AMOCO SHALL BE
     RESPONSIBLE OR LIABLE TO THE OTHERS, OR TO THEIR AGENTS, FOR ANY SPECIAL,
     INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT
     OR ANY BREACH HEREOF, REGARDLESS OF THE CAUSES OF SAME, INCLUDING WHERE
     CAUSED, BY THE NEGLIGENCE OR FAULT OF THE PARTY WHOSE LIABILITY IS LIMITED
     HEREBY.

                        ARTICLE XIII: DISPUTE RESOLUTION

13.1 COVERED DISPUTES - Any dispute, controversy or claim (whether sounding in
     contract, tort or otherwise) arising out of or relating to this Agreement,
     including, without limitation, the meaning of its provisions, or the proper
     performance of any of its terms by either Party, its breach, termination or
     invalidity ("Dispute") will be resolved in accordance with the procedures
     specified in this Section, which will be the sole and exclusive procedure
     for the resolution of any such Dispute, except that a Party, without
     prejudice to the following procedures, may file a complaint to seek
     preliminary injunctive or other provisional judicial relief, if in its sole
     judgment, that action is necessary to avoid irreparable damage or to
     preserve the status quo. Despite the filing of any such injunctive or other
     provisional judicial relief, the Parties will continue, subject to
     Subsection 13.10 below, to participate in the applicable procedures
     specified in this Section. The obligation to participate in such applicable
     procedures shall not require either Party to participate in the negotiation
     between executives procedures set forth in Subsection 13.3 below or the
     mediation procedures set forth in Subsection 13.4 below if either Party
     determines, in its sole discretion, that such procedures would be futile.


                                       13
<Page>

13.2 INITIATION OF PROCEDURES. Either Party desiring to initiate the dispute
     resolution procedures set forth in this Section with respect to a Dispute
     not resolved in the ordinary course of business (the "Initiating Party")
     must give written notice of the Dispute (the "Dispute Notice") to the other
     Party (the "Non-Initiating Party"). The Dispute Notice shall include (i) a
     statement of that Party's position and a summary of arguments supporting
     that position, and (ii) the name and title of the executive who will
     represent that Party, and of any other person who will accompany the
     executive, in the negotiations under Subsection 13.3 below.

13.3 NEGOTIATION BETWEEN EXECUTIVES - If one Party has given a Dispute Notice
     under Subsection 13.2 above, the Parties may attempt in good faith to
     resolve the Dispute within forty-five (45) Days following receipt of the
     Dispute Notice by the Non-Initiating Party by negotiation between
     executives who have authority to settle the Dispute and who are at a higher
     level of management than the persons with direct responsibility for
     administration of this Agreement or the matter in Dispute. Within fifteen
     (15) Days after receipt of the Dispute Notice, the Non-Initiating Party may
     submit to the other a written response. If given, the response will include
     (i) a statement of that Party's position and a summary of arguments
     supporting that position, and (ii) the name and title of the executive who
     will represent that Party and of any other person who will accompany the
     executive. If such a response is given by the Non-Initiating Party, within
     forty-five (45) Days following receipt of the Dispute Notice by the
     Non-Initiating Party, the executives of both Parties will meet at a
     mutually acceptable time and place, and thereafter, as often as they
     reasonably deem necessary, to attempt to resolve the Dispute.

13.4 MEDIATION - If the Dispute has not been resolved by negotiation under the
     Subsection 13.3 above within forty-five (45) Days following receipt of the
     Dispute Notice by the Non-Initiating Party or if the Non-Initiating Party
     fails to respond within the required fifteen (15) Day period, either Party
     may initiate the mediation procedure of this Subsection by giving written
     notice to the other Party ("Mediation Notice"). The Parties will endeavor
     to settle the Dispute by mediation within sixty (60) Days of the Mediation
     Notice under the then current Center for Public Resources ("CPR") Model
     Mediation Procedure for Business Disputes. If the Parties have not agreed
     upon a mediator within seven (7) Days after the Mediation Notice, either
     Party may request CPR assistance in the selection of a mediator under its
     guidelines. Unless otherwise agreed to by the Parties, no discovery shall
     be allowed during the sixty (60) Day mediation period. If both Parties
     elect to participate in the mediation procedures set forth herein, the cost
     of the mediator will be shared equally between the Parties, unless
     otherwise agreed to in writing by the Parties. If one Party elects not to
     participate in the mediation procedures, neither Party shall bear any cost
     associated with such procedure, other than costs that each Party may have
     incurred in connection therewith which shall be borne by the Party that
     incurred such costs.

13.5 ARBITRATION. If the Dispute has not been resolved by mediation under the
     Subsection 13.4 above within the required sixty (60) Day period or if
     either Party fails and/or refuses to participate in such mediation
     procedures, either Party may request that the matter be resolved through
     arbitration by submitting a written notice (the "Arbitration Notice") to


                                       14
<Page>

     the other. Additionally, if the Parties have been unable to agree on a fee
     re-determination initiated by either Party pursuant to Section 7.3 during
     the Negotiation Period, as set forth in said section, either Party may then
     initiate arbitration to by submitting an Arbitration Notice to the other
     and such fee re-determination shall not be submitted to the procedures set
     forth in Sections 13.2 through 13.4 but shall be arbitrated pursuant to
     this Section 13.5 and the following Subsections 13.6 through 13.10, as
     applicable ("Fee Re-Determination Arbitration"). Any arbitration that is
     conducted hereunder shall be governed by the Federal Arbitration Act, 9
     U.S.C. Section 1 ET SEQ., as amended, and will not be governed by the
     arbitration acts, statutes, or rules of any other jurisdiction.

13.6 ARBITRATION PROCEDURE. The Arbitration Notice shall name the noticing
     Party's arbitrator and shall contain a statement of the issue(s) presented
     for arbitration. Within fifteen (15) Days of receipt of an Arbitration
     Notice, the other Party shall name its arbitrator by written notice to the
     other and may designate any additional issue(s) for arbitration. The two
     named arbitrators shall select the third arbitrator within fifteen (15)
     Days after the date on which the second arbitrator was named. Should the
     two arbitrators fail to agree on the selection of the third arbitrator,
     either Party shall be entitled to request the Senior Judge of the United
     States District Court for the Southern District of Texas to select the
     third arbitrator. Should either Party fail and/or refuse to name its
     arbitrator within the required fifteen (15) Day period, the other Party
     shall be entitled to request the Senior Judge of the United States District
     Court for the Southern District of Texas to select the arbitrator for such
     Party. Notwithstanding the foregoing, in the case of a Fee Re-Determination
     Arbitration, the Parties shall mutually select a single arbitrator within
     thirty (30) Days after receipt of the Arbitration Notice and if they should
     fail to agree on the arbitrator within that time period, either Party shall
     be entitled to request the Senior Judge of the United States District Court
     for the Southern District of Texas to select the arbitrator. The cost of
     the arbitrator shall be shared equally between the Parties. All arbitrators
     shall be qualified by education or experience within the natural gas
     liquids portion of the energy industry to decide the issues presented for
     arbitration. No arbitrator shall be: a current or former director, officer,
     or employee of either Party or its Affiliates; an attorney (or member of a
     law firm) who has rendered legal services to either Party or its Affiliates
     within the preceding three Years; or an owner of any of the common stock of
     either Party, or its Affiliates.

13.7 ARBITRATION HEARING. The three arbitrators or in the case of Fee
     Re-Determination Arbitration, the single arbitrator shall commence the
     arbitration proceedings within twenty-five (25) Days following the
     appointment of the third arbitrator or the single arbitrator, as
     appropriate. The arbitration proceedings shall be held at a mutually
     acceptable site and if the Parties are unable to agree on a site, the
     arbitrators shall select the site. The arbitrators shall have the authority
     to establish rules and procedures governing the arbitration proceedings,
     including, without limitation, rules concerning discovery. Each Party shall
     have the opportunity to present its evidence at the hearing. The
     arbitrators may call for the submission of pre-hearing statements of
     position and legal authority, but no post-hearing briefs shall be
     submitted. The arbitration panel shall not have the authority to award
     incidental, consequential, special, punitive or exemplary


                                       15
<Page>

     damages. In addition, if an issue under consideration is limited to a
     determination of an amount of money owed by one Party to the other, or Fee
     Re-Determination Arbitration, each Party shall submit to the single
     arbitrator a final offer of its proposed resolution of the dispute ("Final
     Offers"). The arbitrator shall be charged to select from the two Final
     Offers the one which the panel finds to be the most reasonable and
     consistent with the terms and conditions of this Agreement, and the
     arbitrator shall not average the Parties' proposals or otherwise craft its
     own remedy. With regard to Fee Re-Determination Arbitration, the basis for
     the arbitrator's decision shall be based on the factors set forth is said
     Section 7.3 All evidence submitted in an arbitration proceeding,
     transcripts of such proceedings, and all documents submitted by the Parties
     in an arbitration proceeding shall be kept confidential and shall not be
     disclosed to any third Party by either Party hereto.

13.8 ARBITRATION DECISION AND COSTS. The decision of the arbitrators or a
     majority of them, shall be in writing and shall be final and binding upon
     the Parties as to the issue(s) submitted. The cost of the hearing shall be
     shared equally by the Parties, and, except as provided in Section 13.6,
     each Party shall be responsible for its own expenses and those of its
     counsel or other representatives. Each Party hereby irrevocably waives, to
     the fullest extent permitted by law, any objection it may have to the
     arbitrability of any such disputes, controversies or claims and further
     agrees that a final determination in any such arbitration proceeding shall
     be conclusive and binding upon each Party.

13.9 ENFORCEMENT OF AWARD. Judgment upon any award rendered by the arbitrators
     may be entered in any court having jurisdiction. The prevailing Party shall
     be entitled to reasonable attorneys' fees in any contested court proceeding
     brought to enforce or collect any award of judgment rendered by the
     arbitrators.

13.10 TOLLING AND PERFORMANCE. Except as otherwise provided in this Article
     XIII, all applicable statutes of limitation and defenses based upon the
     passage of time and all contractual limitation periods specified in this
     Agreement, if any, will be tolled while the procedures specified in this
     Article XIII are pending. The Parties will take all actions to effectuate
     necessary to effectuate the tolling of any applicable statute of limitation
     or contractual limitation periods. All deadlines specified herein may be
     extended by mutual written agreement of the Parties. Each Party is required
     to continue to perform its obligations under this Agreement pending final
     resolution of any Dispute, unless to do so would be impossible or
     impracticable under the circumstances. Notwithstanding the foregoing, the
     statute of limitations of the State of Texas applicable to the commencement
     of a lawsuit will apply to the commencement of an arbitration under this
     Agreement, except that no defenses will be available based upon the passage
     of time during any negotiation or mediation called for by the preceding
     Subsections of this Section.

                           ARTICLE XIV: MISCELLANEOUS

14.1 EXISTING LAWS AND REGULATIONS. This Agreement and the operations hereunder
     shall be subject to the applicable federal and state laws and the
     applicable orders, laws, rules


                                       16
<Page>

     and regulations of any state or federal authority having or asserting
     jurisdiction, but nothing contained herein shall be construed as a waiver
     of any right to question or contest any such order, law, rule or
     regulation. The parties shall be entitled to regard all such laws, rules,
     regulations and orders as valid and may act in accordance therewith until
     such time as the same may be invalidated by final judgment in a court of
     competent jurisdiction.

14.2 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
     ARISING OUT OF THIS AGREEMENT 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.

14.3. WAIVER. No waiver by either Party of any default under this Agreement or
     any of the provisions of this Agreement shall be deemed to be a waiver of
     any future default or any other provision hereof, whether of a like or a
     different character. No waiver shall be effective unless made in writing
     and signed by the Party to be charged with such wavier, nor shall such
     waiver constitute a continuing waiver unless expressly provided by the
     Party to be charged with such wavier.

14.4 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be
     binding upon the parties hereto and their respective successors and
     assigns. Notwithstanding the foregoing, neither Party may assign this
     Agreement, nor any interest herein, without the prior written consent of
     the other Party, which consent shall not be unreasonably withheld;
     provided, however, that a Party may from time to time designate an
     Affiliate to perform this Agreement, either in whole or in part, such
     performance being considered that of the Party hereto. It is understood,
     however, that by such designation, said Party hereto does not thereby avoid
     obligations imposed by the terms and provisions hereof. Amoco further
     specifically agrees that it will not assign its interest in the volumes of
     Raw Product dedicated to this Agreement without the prior written consent
     of CBF, which consent shall not be unreasonably withheld; provided such
     assignment is made subject to this Agreement and any Assignee ratifies and
     adopts this Agreement in writing.

14.5 EXHIBITS. Unless specifically otherwise provided, if any term or condition
     expressed or implied in any Exhibit to this Agreement conflicts or is at
     variance with any term or condition of this Agreement, this Agreement shall
     prevail. All Exhibits as referenced herein are attached hereto and made a
     part hereof.

14.6 DTPA WAIVER. THE PARTIES CERTIFY THAT THEY ARE NOT "CONSUMERS" WITHIN THE
     MEANING OF THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT,
     SUBCHAPTER E OF CHAPTER 17, SECTIONS 17.42, ET SEQ., OF THE TEXAS BUSINESS
     AND COMMERCE CODE, AS AMENDED ("DTPA"). THE PARTIES COVENANT, FOR
     THEMSELVES AND FOR AND ON BEHALF OF ANY SUCCESSOR OR ASSIGNEE, THAT, IF THE
     DTPA IS APPLICABLE, (a) THE PARTIES ARE "BUSINESS CONSUMERS" AS THAT TERM
     IS DEFINED IN THE DTPA, (b) OTHER THAN SECTION 17.555 OF THE TEXAS BUSINESS
     AND COMMERCE CODE, EACH PARTY HEREBY


                                       17
<Page>

     WAIVES AND RELEASES ALL OF ITS RIGHTS AND REMEDIES UNDER THE DTPA AS
     APPLICABLE TO THE OTHER PARTY AND ITS SUCCESSORS AND ASSIGNS, AND (c) EACH
     PARTY SHALL DEFEND AND INDEMNIFY THE OTHER FROM AND AGAINST ANY AND ALL
     CLAIMS OF OR BY THAT PARTY OR ANY OF ITS SUCCESSOR AND ASSIGNS OR ANY OF
     ITS OR THEIR AFFILIATES BASED IN WHOLE OR IN PARTY OF THE DTPA, ARISING UT
     OF OR IN CONNECTION WITH THE TRANSACTION SET FORTH IN THIS AGREEMENT.

14.7 HEADINGS, ARTICLES AND SECTIONS. All references to Articles" and "Sections"
     herein pertain to Articles and Sections of this Agreement, unless expressly
     stated otherwise. Headings are for purposes of reference only and shall not
     be used to construe the meaning of this Agreement.

14.8 PRINCIPLES OF CONSTRUCTION AND INTERPRETATION. In construing this
     Agreement, the following principles shall be followed:

     (i)    no consideration shall be given to the fact or presumption that
     one Party had a greater or lesser hand in drafting this Agreement:

     (ii)   examples shall not be construed to limit, expressly or by
     implication, the matter they illustrate:

     (iii)  the word "includes" and its syntactical variants mean "includes,
     but is not limited to" and corresponding syntactical variant
     expressions: and

     (iv)   the plural shall be deemed to include the singular and vice
     versa, as applicable.

14.9 NOTICES. Any notice, request, instruction, correspondence, or other
     documentation to be given hereunder by either Party to the other shall be
     in writing and delivered personally or mailed by registered or certified
     mail, postage prepaid and return receipt requested, or facsimile as
     follows:

          FOR CBF:

          To:          Cedar Bayou Fractionators, L.P.
                       c/o Warren Petroleum Company, Limited Partnership
          Attention:   Vice President, Asset Marketing and Services
          At:          1000 Louisiana, Suite 5800
                       Houston, TX 77002-5050

          Phone:       (713) 507-3843
          FAX:         (713) 767-8286


                                       18

<Page>

          With a copy to:   General Counsel
                            Warren Petroleum Company,
                            Limited Partnership
                            1000 Louisiana, Suite 5800
                            Houston, TX 77002-5050
                            Phone: 713-507-6400
                            Fax: 713-507-6987

          FOR AMOCO (EXCEPT ACCOUNTING MATTERS):

          To:          Amoco Oil Company
          Attention:   Manager, NGL Planning and Optimization
                       Mail Code 1102
          At:          200 East Randolph Drive
                       Chicago, Illinois 60601
          or:          P. 0. Box 87707
                       Chicago, Illinois 60681-0707

          Phone:       (312) 856-6730
          FAX:         (312) 616-0624

          FOR AMOCO ACCOUNTING MATTERS:

          To:          Amoco Business Services
          Attention:   NGL Accounting - 14th Floor
          At:          P.O. Box 200, Station M
                       Calgary, Alberta T2P 2H8

          Phone:       (403) 233-1179
          FAX:         (403) 233-1052

      or at such other address as either Party shall designate by written notice
      to the other. A notice sent by facsimile shall be deemed to have been
      receive by the close of the first Business Day following the Day on which
      it was transmitted and confirmed by transmission report or such earlier
      time as confirmed orally or in writing by the receiving Party. Notice by
      U. S. Mail, whether by U. S. Express Mail, registered mail or certified
      mail, or by overnight courier shall be deemed to have been received by the
      close of the second Business Day after the Day upon which its was sent, or
      such earlier time as is confirmed orally or in writing by the receiving
      Party. Any Party may change its address or facsimile number by giving
      notice of such change in accordance with herewith.

14.10 NO THIRD PARTY BENEFICIARY. This Agreement 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 Agreement.


                                       19
<Page>

14.11 SEVERABILITY. This Agreement and the operations hereunder shall be subject
      to the valid and applicable federal and state laws and the valid and
      applicable orders, laws, local ordinances, rules, and regulations of any
      local, state or federal authority having jurisdiction, but nothing
      contained herein shall be construed as a waiver of any right to question
      or contest any such order, laws, rules, or regulations in any forum having
      jurisdiction in the premises. If any provision of this Agreement is held
      to be illegal, invalid, or unenforceable under the present or future laws
      effective during the term of this Agreement, (i) such provision will be
      fully severable, (ii) this Agreement will be construed and enforced as if
      such illegal, invalid, or unenforceable provision had never comprised a
      part of this Agreement, and (iii) the remaining provisions of this
      Agreement will remain in full force and effect and will not be affected
      by the illegal, invalid, or unenforceable provision or by its severance
      from this Agreement. Furthermore, in lieu of such illegal, invalid, or
      unenforceable provision, there will be added automatically as a part of
      this Agreement a provision similar in terms to such illegal, invalid, or
      unenforceable provision as may be possible and as may be legal, valid, and
      enforceable. If a provision of this Agreement is or becomes illegal,
      invalid, or unenforceable in any jurisdiction, the foregoing event shall
      not affect the validity or enforceability in that jurisdiction of any
      other provision of this Agreement nor the validity or enforceability in
      other jurisdictions of that or any other provision of this Agreement.

14.12 ENTIRE AGREEMENT AND AMENDMENT. This Agreement, including, without
      limitation, all exhibits hereto, integrates the entire understanding
      between the Parties with respect to the subject matter covered and
      supersedes all prior understandings, drafts, discussions, or statements,
      whether oral or in writing, expressed or implied, dealing with the same
      subject matter. This Agreement may not be amended or modified in any
      manner except by a written document signed by both parties that expressly
      amends this Agreement.

14.13 SETOFFS AND COUNTERCLAIMS. Except as otherwise provided herein, each Party
      reserves to itself all rights, set-offs, counterclaims, and other remedies
      and/or defenses which that Party is or may be entitled to arising from or
      out of this Agreement or as otherwise provided by law.

14.14 NO PARTNERSHIP OR ASSOCIATION. Nothing contained in this Agreement shall
      be construed to create an association, trust, partnership, or joint
      venture or impose a trust or partnership duty, obligation, or liability on
      or with regard to either Party.

14.15 NO COMMISSIONS, FEES OR REBATES. Except as expressly authorized by this
      Agreement, no director, employee or agent of either Party shall give or
      receive any commission, fee, rebate gift or entertainment of significant
      cost or value in connection with this Agreement. Any representative or
      representative(s) authorized by either Party may audit the applicable
      records of the other Party for the purpose of determining whether there
      has been compliance with this Section.


                                       20
<Page>


                   'Confidential Treatment Requested'


  14.16 NO PARTNERSHIP, ASSOCIATION, ETC. Nothing contained in this Agreement
        shall be construed to create an association, trust, partnership, or
        joint venture or impose a trust or partnership duty, obligation, or
        liability on or with regard to either Party.

                         ARTICLE XV: FUEL SUPPLY OPTION

        By giving sixty (60) Days written notice to CBF prior to the beginning
  of any calendar year, Amoco may elect to sell fuel gas to CBF at a price equal
* to [REDACTED] of the then estimated fuel gas consumption of the Fractionator,
  which estimate shall be established Monthly by CBF in its sole discretion.
  Amoco will be solely responsible for all costs associated with arranging for
  the delivery of such fuel gas to the Fractionator.

            IN WITNESS WHEREOF, the parties have executed this Agreement as of
  the Day and Year first above written.

  Cedar Bayou Fractionators, L.P.

  By: Downstream Energy Ventures Co., L.L.C.
  Title: Managing General Partner

  By: /s/ William E. Puckett
     ----------------------------
       William E. Puckett
  Title: Vice President
        -------------------------


  AMOCO OIL COMPANY

  By: /s/ A. B ANDERSON
     ----------------------------

  Title: MANAGER, NGL SUPPLY & LOGISTICS
        -------------------------


                                       21
<Page>

                                   EXHIBIT "A"
                                       to
                             Fractionation Agreement
                                 by and between
                        Cedar Bayou Fractionators, L. P.
                                       and
                                Amoco Oil Company

                            AMOCO'S DEDICATED PLANTS

<Table>
<Caption>
Plant                                        Location
-----                                        --------
<S>                                          <C>
Anschutz                                     Uinta Co., Wyoming

Denver City Plant                            Yoakum Co., Texas

Echo Springs                                 Carbon Co., Wyoming

Goldsmith Plant                              Ector Co., Texas

Headleee Devonian Plant                      Ector Co., Texas

Ignacio                                      La Plata Co., Colorado

Kutz                                         Rio Arriba, Co., New Mexico

Lybrook                                      Rio Arriba Co., New Mexico

Opal                                         Lincoln Co., Wyoming

Painter                                      Uinta Co., Wyoming

San Juan                                     San Juan Co., New Mexico

Walton Plant                                 Winkler Co., Texas

Wamsutter                                    Carbon Co., Wyoming

Wasson C02 Plant                             Yoakum Co., Texas

West Seminole Plant                          Gaines Co., Texas

Whitney Canyon                               Uinta Co., Wyoming

Willard Plant                                Yoakum Co., Texas
</Table>


                                       22

<Page>

                                    EXHIBIT B
                                 ETHANE-PROPANE
                                  80-20 MIXTURE
                                  SPECIFICATION

Product characteristics with test methods are herein specified for
ethane-propane 80-20 mixtures received by Warren Petroleum Company, Limited
Partnership.

<Table>
<Caption>
                                                                                           TEST METHODS
PRODUCT CHARACTERISTICS                             MINIMUM           MAXIMUM              LATEST REVISION
-----------------------                             -------           -------              ---------------
<S>                                                <C>                <C>                <C>

1.  COMPOSITION                                                                            ASTM E-260
         Percent by Liquid Volume
         Methane (Percent of Ethane)                                  2.0                  GPA 2177
         Ethylene (Percent of Ethane)                                 1.0
         Methane, Ethane & Ethylene                 78.0              82.0
         Propane, Propylene, & Butanes              18.0              22.0                 ASTM D-2163
         Propylene                                                    1.0
         Butanes                                                      0.8

2. CORROSION
         Copper Strip @ 100 DEG. F                                    1-b                  ASTM D-1838
         (Invalid if additive or inhibitor
         is used.)
         Corrosion Additive or Inhibitor,
         PPM by Weight                                                1                    Applicable Industry
                                                                                           Practices

3. TOTAL SULFUR

         PPM by Weight in Liquid                                      120                  ASTM D-3246

4. DRYNESS                                                            No Free Water        Visual

5. CARBON DIOXIDE
         PPM by Weight in Liquid                                      1,000                GPA 2177
</Table>

PRODUCT ACCOUNTING

For accounting purposes, methane and ethylene shall be considered ethane,
propylene and butanes shall be considered propane within the above listed
specification limits.

Any excess of these hydrocarbon Components above the specification limits shall
not be accounted for.


                                       1
<Page>

                                    EXHIBIT B
                              PROPANE SPECIFICATION

Product characteristics with test methods are herein specified for propane
received by Warren Petroleum Company, Limited Partnership. This product meets
the requirement of the GPA HD-5 propane specification.

<Table>
<Caption>
                                                                                           TEST METHODS
PRODUCT CHARACTERISTICS                             MINIMUM           MAXIMUM              LATEST REVISION
-----------------------                             -------           -------              ---------------
<S>                                                 <C>               <C>                  <C>

1.  COMPOSITION                                                                            ASTM E-260
         Percent by Liquid Volume Ethane                              As limited by other
                                                                      Components & vapor
                                                                      pressure.
         Propane                                    90.0              100
         Propylene                                                    5.0                  ASTM D-2163
         Butanes & Heavier                                            2.5

2.  VAPOR PRESSURE
         Psig @ 100 DEG. F                                            208                  ASTM D-1267

3.  CORROSION
         Copper Strip @ 100 DEG. F                                    1-b                  ASTM D-1838
         (Invalid if additive or inhibitor is
         used.)
         Corrosion Additive or Inhibitor, PPM
         by Weight.                                                   1                    Applicable Industry Practices

4.  TOTAL SULFUR
         PPM by Weight in Liquid                                      120                  ASTM D-3246

5.  HYDROGEN SULFIDE
         PPM by Weight in Liquid                                      1                    Field - Length of Stain Tube
         (Lab test required if field test is                                               Lab Chromatography with Flame
         positive.)                                                                        Photometric Detector

6.  CARBONYL SULFIDE
         PPM by Weight in Liquid                                      2                    Field - Length of Stain Tube
         (Field test invalid if C(4) + exceeds 1.0
         LV%) (Lab test required if field test                                             Lab - UOP 212 or UOP 791
         is positive.)                                                                     Lab - Gas Chromatography with
                                                                                           Flame Photometric Detector
7.  NON-VOLATILE RESIDUE
         a) Milliliters @ 100 DEG. F                                  0.05                 ASTM D-2158
         b) Oil Stain                                                 Pass

THE FOLLOWING TESTS ARE OPTIONAL, DEPENDING
  UPON THE PRODUCT SOURCE:

8. DRYNESS
         Freeze Valve, Seconds                                        60 (Note 2)          ASTM D-2713

9.  VOLATILE RESIDUE
         95% Evaporated - Temperature, DEG. F                        -37                  ASTM D-1837

10. AMMONIA
         PPM by Weight in Liquid                                      1                    Field - Length of Stain Tube
                                                                                           Lab - UOP 430

11. FLUORIDES
         PPM by Weight in Liquid as                                   5                    Field - Length of Stain Tube
         Monatomic Fluorine

12. OTHER DELETERIOUS SUBSTANCES (PPM BY
      WEIGHT IN LIQUID)
         Includes but not limited to                                  1                    Gas chromatography with flame
         (Isoprene, Butadiene, Vinyl                                                       ionization or electron capture
         Chloride, glycol, amine, caustic)                                                 detection or other
</Table>

NOTES: (1) The test methods for items 2 and 7 are not necessary if a
       compositional analysis is available which indicates compliance with these
       requirements.
       (2) The addition of methanol in the distribution system should be on a
       spot basis and must not exceed a rate of 5 Gallons per 10,000 Gallons of
       product.


                                       2
<Page>

                                    EXHIBIT B
                           NORMAL BUTANE SPECIFICATION

Product characteristics with test methods are herein specified for normal butane
received by Warren Petroleum Company, Limited Partnership.


<Table>
<Caption>
                                                                                           TEST METHODS
PRODUCT CHARACTERISTICS                             MINIMUM           MAXIMUM              LATEST REVISION
-----------------------                             -------           -------              ---------------
<S>                                                 <C>               <C>                  <C>

1. COMPOSITION                                                                             ASTM E-260
         Percent by Liquid Volume
         Isobutane and Lighter                                        5.0                  ASTM D-2163
         Butylane (Percent of N. Butane)                              1.0
         N. Butane & Butylene                       95.0              100                  GPA 2165
         Pentanes & Heavier                                           2.0

2. VAPOR PRESSURE
         Psig @ 100 DEG. F                                            50                   ASTM D-1267

3. CORROSION
         Copper Strip @ 100 DEG. F                                    1-b                  ASTM D-1838
         (Invalid if additive or inhibitor is
         used.)
         Corrosion Additive or Inhibitor, PPM
         by Weight                                                    1                    Applicable Industry Practices

4. TOTAL SULFUR
         PPM by Weight in Liquid                                      140                  ASTM D-3246

5. VOLATILE RESIDUE
         95% Evaporated - Temperature, DEG. F                         +36                  ASTM D-1837

6.  DRYNESS                                                           No Free Water        Visual
</Table>

NOTE: The test methods for Items 2 and 5 are not necessary if a compositional
analysis indicates compliance with these requirements.


                                       3
<Page>

                                    EXHIBIT B
                             ISOBUTANE SPECIFICATION

Product characteristics with test methods are herein specified for isobutane
received by Warren Petroleum Company, Limited Partnership.

<Table>
<Caption>
                                                                                           TEST METHODS
PRODUCT CHARACTERISTICS                             MINIMUM           MAXIMUM              LATEST REVISION
-----------------------                             -------           -------              ---------------
<S>                                                 <C>               <C>                  <C>

1. COMPOSITION                                                                             ASTM E-260
         Percent by Liquid Volume
         Propane, Propylene and Lighter                               3.0                   ASTM D-2163
         Isobutane                                  96.0              100
         Butylene, Normal Butane & Heavier                            4.0

2.       VAPOR PRESSURE
         Psig @ 100 DEG. F                                             62                   ASTM D-1267

3. CORROSION
         Copper Strip @ 100 DEG. F                                    1-b                  ASTM D-1838
         (Invalid if additive or inhibitor is
         used.)
         Corrosion Additive or Inhibitor, PPM
         by Weight                                                    1                    Applicable Industry Practices

4. TOTAL SULFUR
         PPM by Weight in Liquid                                      140                  ASTM D-3246

5. VOLATILE RESIDUE
         95% Evaporated - Temperature DEG. F                          +16                  ASTM D-1837

6. DRYNESS                                                            No Free Water        Visual
</Table>

NOTE: The test methods for Items 2 and 5 are not necessary if an adequate
compositional analysis is available which indicates compliance with these
requirements.


                                       4
<Page>

                                    EXHIBIT B
                         NATURAL GASOLINE SPECIFICATION

Product characteristics with test methods are herein specified for natural
gasoline received by Warren Petroleum Company, Limited Partnership.

<Table>
<Caption>
                                                                                           TEST METHODS
PRODUCT CHARACTERISTICS                             MINIMUM           MAXIMUM              LATEST REVISION
-----------------------                             -------           -------              ---------------
<S>                                                 <C>               <C>                  <C>

1. COMPOSITION                                                                             ASTM E-260
         Percent by Liquid Volume
         Butanes & Lighter                                            3.0                  GPA 2165
         Pentanes & Heavier                         97                100

2. VAPOR PRESSURE

   Psi @ 100 DEG. F, Reid                                              14                  ASTM D-323

3. CORROSION

         Copper Strip @ 104 DEG. F                                    1-b                  ASTM D-130
         (Invalid if additive or inhibitor is
         used.)
         Corrosion Additive or Inhibitor, PPM
         by Weight.                                                   1                    Applicable Industry Practices

4. DOCTOR TEST                                                        Negative             GPA 1138

5. DRYNESS                                                            No Free Water        Visual

6. COLOR                                            +25               No Color             Field White Cup Method
                                                                                           Lab - ASTM D-156
7. DISTILLATION
         End Point, DEG. F                                            375                  ASTM D-216
</Table>

NOTE: The test methods for Items 2 and 7 are not necessary if an adequate
compositional analysis is available which indicates compliance with these
requirements.


                                       5