TEAM 2014 Project Texas Eastern Transmission, LP

FERC Section 7(b) and 7(c) Application and Public Exhibits, Except F-1

FERC Docket No. CP13-___-000

Volume I

“PUBLIC”

February 2013

5400 Westheimer CourtHouston, TX 77056-5310

713.627.5400 main

Mailing Address:P.O. Box 1642

Houston, TX 77251-1642

February 27, 2013

Ms. Kimberly D. Bose, SecretaryFederal Energy Regulatory Commission888 First Street, N.E.Washington, D.C. 20426

Re: Texas Eastern Transmission, LP, Docket No. CP13-___-000Abbreviated Application for a Certificate of Public Convenience and Necessity and forRelated Authorizations and Order Approving Abandonment

Dear Ms. Bose:

Texas Eastern Transmission, LP (“Texas Eastern”) hereby submits for filing with theFederal Energy Regulatory Commission (“Commission”) an Abbreviated Application for aCertificate of Public Convenience and Necessity and for Related Authorizations and OrderApproving Abandonment (“Application”) regarding its proposed Texas Eastern Appalachia toMarket Project 2014 (“TEAM 2014 Project” or “Project”). The TEAM 2014 Project is aproduction-driven project designed to provide the pipeline capacity necessary to deliverproduction from the emerging Marcellus Shale play to diverse markets in the Northeast,Midwest, Southeast and Gulf Coast. The Project responds to significant interest from MarcellusShale producers who require firm pipeline capacity as their production comes on line. TheProject involves modifications of Texas Eastern’s existing facilities in Pennsylvania, WestVirginia, Ohio, Kentucky, Tennessee, Alabama, and Mississippi.

Included herewith are four volumes. Volume I contains public information and iscomprised of the Application and its public exhibits, except Exhibits F-I and Z-4. Volume IIcontains the public version of Exhibit F-I and Exhibit Z-4. Volume III contains privileged andconfidential information and is comprised of Appendix F (landowner and stakeholder lists),Appendix J (cultural resource survey reports), Exhibit I (confidential market data), and electronicversions of the hydraulic models supporting Exhibit G. Volume IV contains Critical EnergyInfrastructure Information (“CEII”) and is comprised of Appendix B (plot plans), Exhibits G, G-I, G-II, and Exhibit Z-3.

Pursuant to the Commission’s guidelines for eFiling,1 Texas Eastern is hereby eFiling theApplication and will provide two complete copies of the Application to OEP Room 62-46 andone complete copy to OGC-EP Room 101-66. Volume IV is marked “CONTAINS CRITICALENERGY INFRASTRUCTURE INFORMATION—DO NOT RELEASE”2 and should betreated as confidential pursuant to Order No. 630, et seq. and is for use by the Commission Staff

1 Federal Energy Regulatory Commission Filing Guide/Qualified Documents List (January 2, 2013).

2 18 C.F.R. §§ 388.112(b), 388.113 (2012).

Ms. Kimberly D. Bose, SecretaryFebruary 27, 2013Page 2

only and not to be released to the public.3 Volume III is marked “CONTAINS PRIVILEGEDINFORMATION—DO NOT RELEASE.”4 Privileged information should be treated asconfidential and is for use by Commission Staff only and not to be released to the public.Questions pertaining to confidential information may be submitted to:

Marcy F. CollinsAssociate General CounselTexas Eastern Transmission, LPP.O. Box 1642Houston, Texas 77251-1642Phone: (713) 627-6137Fax: (713) 989-3191Email: mfcollins@spectraenergy.com

The hydraulic models contain both CEII and PRIVILEGED AND CONFIDENTIALinformation. Texas Eastern notes that the Commission’s eFiling system does not include theability to designate files as both CEII and privileged and confidential. Accordingly, TexasEastern is marking these hydraulic model files as privileged and confidential for eFilingpurposes, but Texas Eastern requests both CEII and privileged and confidential treatment for thefiles.

In accordance with Rule 2011(c)(5) of the Commission’s Rules of Practice andProcedure, 18 C.F.R. § 385.2011(c)(5), I hereby state that I have read the hard copy version ofthe filing and am familiar with the contents thereof; that the paper copies contain the sameinformation as the electronic media; and that all of the statements contained therein are true andcorrect, to the best of my knowledge, information and belief.

3 Critical Energy Infrastructure Information, Order No. 630, FERC Stats & Regs Regulations Preambles ¶ 31,140(2003), 68 Fed. Reg. 9857 (Mar. 3, 2003), order on reh’g, Order No. 630-A, 104 FERC ¶ 61,106 (2003), 68 Fed.Reg. 46456 (Aug. 6, 2003).

4 18 C.F.R. §§ 380.12, 388.112 (2012).

UNITED STATES OF AMERICABEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

Texas Eastern Transmission, LP ) Docket No. CP13-____-000

ABBREVIATED APPLICATION OFTEXAS EASTERN TRANSMISSION, LP

FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITYAND FOR RELATED AUTHORIZATIONS AND

ORDER APPROVING ABANDONMENT

UNITED STATES OF AMERICABEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

Texas Eastern Transmission, LP ) Docket No. CP13-____-000

ABBREVIATED APPLICATION OFTEXAS EASTERN TRANSMISSION, LP

FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITYAND FOR RELATED AUTHORIZATIONS AND

ORDER APPROVING ABANDONMENT

Pursuant to Sections 7(b) and 7(c) of the Natural Gas Act (“NGA”), as amended,1

and Part 157 of the regulations of the Federal Energy Regulatory Commission

(“Commission”),2 Texas Eastern Transmission, LP (“Texas Eastern”) hereby files this

abbreviated application for a certificate of public convenience and necessity and for

related authorizations and order approving abandonment (“Application”) seeking

Commission authorization to make the necessary facility modifications, as described

herein, and enable Texas Eastern to provide service under the Texas Eastern Appalachia

to Market 2014 Project (“TEAM 2014 Project” or “Project”).

Texas Eastern initiated the pre-filing process for the TEAM 2014 Project in

Docket No. PF12-19-000 and received approval from the Commission to use the pre-

filing process on July 13, 2012.3 The instant Application incorporates the comments and

information received during the pre-filing process from Commission Staff and relevant

stakeholders.

1 15 U.S.C. §§ 717f(b)-(c) (2012).

2 18 C.F.R. § 157.7 (2012).

3 Texas Eastern Transmission, LP, Approval of Pre-Filing Request, Docket No. PF12-19 (July 13, 2012).

2

The TEAM 2014 Project is a production-driven project that will provide the

capacity necessary for Texas Eastern to transport an additional 600,000 dekatherms per

day (“Dth/d”) of natural gas from receipt points on the Texas Eastern system in the

Marcellus Shale region in western Pennsylvania and West Virginia to delivery points in

Texas Eastern’s traditional market areas in New Jersey and New York, as well as to

expanding markets in Ohio, Mississippi and Louisiana. The Project is designed to

provide 300,000 Dth/d of incremental transportation service from western Pennsylvania

to the eastern end of the system in Lambertville, New Jersey and Staten Island, New

York, 50,000 Dth/d of incremental transportation service from western Pennsylvania to

the Lebanon, Ohio hub and 250,000 Dth/d of incremental transportation service from

western Pennsylvania to markets in Texas Eastern’s Zones ELA and WLA in the Access

Area.

The facilities that are proposed as part of the Project are described in detail herein

and involve pipeline looping and aboveground modifications located on various segments

of the Texas Eastern system in Pennsylvania, West Virginia, Ohio, Kentucky, Tennessee,

Alabama, and Mississippi, including approximately 33.6 miles of new 36-inch diameter

pipeline loop and related aboveground facilities, compressor station upgrades and

abandonments resulting in a net increase of 77,100 horsepower (“HP”) of compression,

and certain other facility modifications to accommodate bi-directional flow along Texas

Eastern’s system.

Texas Eastern has executed precedent agreements with two shippers for long-term

firm transportation service for the full 600,000 Dth/d of Project capacity. These two

shippers are major producers in the Marcellus Shale play and require the firm capacity to

be created by the Project to ensure that pipeline capacity exists to transport their

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production to growing markets as the production comes on line. Texas Eastern is

proposing to charge initial incremental recourse rates for service on the TEAM 2014

Project facilities under Rate Schedule FT-1. These recourse rates and the support for the

derivation of these rates are set forth in Exhibit P to the Application. The TEAM 2014

Project shippers have agreed to pay negotiated rates in accordance with the terms of the

executed precedent agreements and Section 29 of Texas Eastern’s General Terms and

Conditions (“GT&C”).4

Texas Eastern requests that the Commission grant the authorizations requested

herein on or before November 21, 2013, in order for Texas Eastern to have the time

necessary to complete and place into service the facilities proposed herein by November

1, 2014. Texas Eastern has agreed pursuant to the terms of its Precedent Agreements

with the Project shippers to proceed with due diligence to complete and place the Project

facilities into service by November 1, 2014, which, in turn, will ensure that pipeline

capacity exists to transport the Project shippers’ production to growing markets as that

production comes on line.

In support hereof, Texas Eastern shows as follows:

I.Identity of Applicant

The exact legal name of Texas Eastern is Texas Eastern Transmission, LP. Texas

Eastern is a limited partnership organized and existing under the laws of the State of

Delaware and has its principal place of business at 5400 Westheimer Court, Houston,

Texas 77056-5310. Texas Eastern is an indirect, wholly owned subsidiary of Spectra

Energy Transmission, LLC.

4 Texas Eastern will file the applicable negotiated rate tariff records for approval within 30 to 60 days priorto the in-service date of the TEAM 2014 Project.

4

Texas Eastern is a natural gas company as defined in the NGA, engaged in

transmission of natural gas in interstate commerce, subject to the jurisdiction of the

Commission. Texas Eastern’s transmission system extends from Texas, Louisiana and

the Gulf of Mexico, through the states of Mississippi, Arkansas, Missouri, Tennessee,

Illinois, Indiana, Kentucky, Ohio, Pennsylvania and New Jersey, to its principal terminus

in the New York City metropolitan area.

The names, titles and mailing addresses of the persons to whom correspondence

and communications concerning this Application should be addressed are:

*Berk DonaldsonDirector, Rates and CertificatesAustin C. IsenseeAnalyst, Rates and CertificatesTexas Eastern Transmission, LPP.O. Box 1642Houston, Texas 77251-1642Phone: (713) 627-4488Fax: (713) 627-5947Email: bdonaldson@spectraenergy.com

*Marcy F. CollinsAssociate General CounselTexas Eastern Transmission, LPP.O. Box 1642Houston, Texas 77251-1642Phone: (713) 627-6137Fax: (713) 989-3191Email: mfcollins@spectraenergy.com

and

*James D. SeegersJames E. OlsonSabina D. WaliaSuzanne E. ClevengerVinson & Elkins L.L.P.1001 Fannin, Suite 2500Houston, Texas 77002Phone: (713) 758-2939Fax: (713) 615-5206Email: jseegers@velaw.com

* Texas Eastern requests that these persons be included on the Commission’s officialservice list.

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II.Description of Project

A. Overview of Project

The TEAM 2014 Project is an efficient and cost-effective means for providing

additional capacity to satisfy the need of the Project shippers to have pipeline capacity

available to transport the shippers’ production to growing markets as that production

comes on line. The Project facilities are designed to transport this new production to the

traditional Northeastern market area and to expanding markets in the Midwest, Southeast

and Gulf Coast. The Project will deliver supplies of Marcellus Shale gas from certain

Texas Eastern interconnections in Greene County, Pennsylvania, Fayette County,

Pennsylvania and Marshall County, West Virginia to delivery points along Texas

Eastern’s system at Lambertville, New Jersey and Staten Island, New York, and to

delivery points in other market areas along the system in Lebanon, Ohio, Copiah County,

Mississippi and Acadia Parish, Louisiana. The TEAM 2014 Project will improve the

flexibility and reliability of service on the Texas Eastern system and the overall pipeline

grid. The Project will have no adverse impact on Texas Eastern’s existing customers or

on existing pipelines and their captive customers. As demonstrated by the Resource

Reports accompanying this Application, the construction and operation of the TEAM

2014 Project will not involve any significant environmental or landowner impacts that

cannot be adequately mitigated. For these reasons, the benefits of the Project outweigh

any potential adverse effects.

Texas Eastern has executed precedent agreements with two Project shippers,

Chevron U.S.A., Inc. (“Chevron”) and EQT Energy, LLC (“EQT”) for transportation

service on the Project facilities totaling 600,000 Dth/d, the entire capacity to be created

6

by the Project facilities (“Precedent Agreements”). Chevron and EQT own significant

natural gas production acreage in the Marcellus Shale region, and their respective firm

service commitments are designed to provide the revenue support necessary for Texas

Eastern to construct the firm pipeline capacity that will transport this production to

markets along the Texas Eastern system. In addition to providing access to major natural

gas markets for the Project shippers, the TEAM 2014 Project will also promote increased

commodity price competition and reduce price volatility by introducing new supply

sources from the Appalachian production area, particularly the prolific Marcellus Shale,

to these market areas. The Project also provides supply access to developing markets in

the Gulf Coast Region. Overall, the Project will improve transportation security,

flexibility, and reliability on the Texas Eastern system.

Pursuant to the Precedent Agreements, Texas Eastern has agreed, subject to

certain conditions, to proceed with due diligence to construct the TEAM 2014 Project

with a targeted in-service date of November 1, 2014, and to provide, collectively,

600,000 Dth/d of firm service to Chevron (300,000 Dth/d) and EQT (300,000 Dth/d)

under firm service agreements with primary terms of 10 years. The Commission views

agreements for long-term firm capacity as important evidence of market demand.5 These

Precedent Agreements are included herewith as Exhibit I and have been submitted as

privileged pursuant to Section 388.112 of the Commission’s regulations.

5 Agreements for long-term firm capacity are important evidence of market demand for a new project.Certification of New Interstate Natural Gas Pipeline Facilities, 88 FERC ¶ 61,227, at p. 61,744 (1999)(“Certificate Policy Statement”), order clarifying Statement of Policy, 90 FERC ¶ 61,128 (2000), orderfurther clarifying Statement of Policy, 92 FERC ¶ 61,094 (2000).

7

B. Description of Facilities

By this Application, Texas Eastern proposes to construct pipeline looping and

aboveground modifications located on various segments of the Texas Eastern system in

Pennsylvania, West Virginia, Ohio, Kentucky, Tennessee, Alabama, and Mississippi,

including approximately 33.6 miles of new 36-inch diameter pipeline loop and related

aboveground facilities, compressor station upgrades and abandonments resulting in a net

increase of 77,100 HP of compression, and certain other facility modifications to

accommodate bi-directional flow along Texas Eastern’s system. Specifically, the

proposed pipeline facilities include the following:

(i) 6.7 miles of new 36-inch pipeline loop in Fayette County, Pennsylvania,downstream of Texas Eastern’s existing Holbrook Compressor Station;

(ii) 8.1 miles total of new 36-inch pipeline loop in two segments (a 2.7-milesegment and a 5.4-mile segment) in Perry County, Pennsylvania,downstream of Texas Eastern’s existing Perulack Compressor Station;

(iii) 7.1 miles of new 36-inch pipeline loop in Dauphin County, Pennsylvania,downstream of Texas Eastern’s existing Shermans Dale CompressorStation;

(iv) 6.1 miles total of new 36-inch pipeline loop in two segments (a 2.3-milesegment and a 3.8-mile segment) in Lebanon County, Pennsylvania,downstream of Texas Eastern’s existing Grantville Compressor Station;and

(v) 5.6 miles of new 36-inch pipeline loop in Berks County, Pennsylvania,downstream of Texas Eastern’s existing Bernville Compressor Station inBerks County, Pennsylvania;

The compressor station modifications include the following:

(i) uprate of one existing 16,000 HP electric unit to 20,000 HP (by removingthe software restriction currently in place in order to allow the unit tooperate at its full service factor) and uprate of two existing 12,250 HPunits to 13,300 HP each (by exchanging existing engines for new enginescapable of greater horsepower) at Texas Eastern’s existing UniontownCompressor Station in Fayette County, Pennsylvania;

8

(ii) installation of one new 26,000 HP gas turbine compressor unit and onenew 26,000 HP electric motor-driven compressor unit at Texas Eastern’sexisting Delmont Compressor Station in Westmoreland County,Pennsylvania;

(iii) abandonment in place of one existing 18,500 HP gas turbine compressorunit and six 1,100 HP reciprocating gas compressor units for a totalabandonment of 25,100 HP at the Delmont Compressor Station inWestmoreland County, Pennsylvania;

(iv) installation of one new 18,100 HP gas turbine compressor unit at TexasEastern’s existing Armagh Compressor Station in Indiana County,Pennsylvania;

(v) installation of one new 26,000 HP gas turbine compressor unit at TexasEastern’s existing Entriken Compressor Station in Huntingdon County,Pennsylvania; and

(vi) installation of associated facilities, such as aero assemblies and coolingequipment, on existing gas compressor units at the Delmont, Uniontown,Armagh, and Entriken Compressor Stations, as more fully described inResource Report 1.

The modifications at the compressor stations described above will result in a net

increase in certificated horsepower at the stations of 77,100 HP. With this net increase in

horsepower, the total certificated horsepower will be: 80,900 HP at the Uniontown

Compressor Station; 73,300 HP at the Delmont Compressor Station; 40,100 HP at the

Armagh Compressor Station; and 48,000 HP at the Entriken Compressor Station.

Texas Eastern proposes to abandon in place the seven compressor units at the

Delmont Compressor Station described above by cutting and capping the aboveground

suction and discharge pipeline. No ground disturbance will be associated with the

abandonment. Texas Eastern may, from time to time, use various parts from the

abandoned compressor unit facilities as spare replacement parts for other facilities.

Texas Eastern will achieve the uprate of the existing 16,000 HP electric-powered

compressor unit at the Uniontown Compressor Station by modifying controls and other

9

ancillary facilities on the existing equipment, as described above, and no earth

disturbance will take place as a result of this uprate.

In addition to the facilities above, Texas Eastern is also proposing to install

associated facilities, such as launchers, receivers, and valves to support the pipeline

expansion, as well as minor modifications and maintenance work at 41 existing facility

sites along Texas Eastern’s transmission system between Pennsylvania and Mississippi to

allow for bi-directional flow on Texas Eastern’s system. All of the work associated with

these minor modifications will occur entirely within existing compressor station, launcher

and receiver, or meter and regulating facility sites along Texas Eastern’s existing right of

way, with the exception of one location that will require additional workspace outside of

the previously disturbed pipeline easement. These facilities and their locations are

described in detail in Resource Report 1.

Texas Eastern requests that the Commission grant the authorizations requested

herein on or before November 21, 2013, in order for Texas Eastern to have the time

necessary to complete and place into service the Project facilities by November 1, 2014.

Texas Eastern has an obligation under the Precedent Agreements to proceed with due

diligence to complete construction of the Project facilities and to place such facilities into

service by November 1, 2014, which, in turn, will ensure that the pipeline capacity

necessary to transport the Marcellus Shale production of Chevron and EQT will be

available for growing markets as that production comes on line. Texas Eastern requests

that the Commission grant any other authorizations and waivers necessary to implement

the proposal contained herein.

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III.Evaluation of Application Pursuant to Certificate Policy Statement

The Commission established criteria for determining whether there is a need for a

proposed project and whether the proposed project will serve the public interest in the

Certificate Policy Statement.6 The Certificate Policy Statement explains that, in deciding

whether to authorize the construction of major new pipeline facilities, the Commission

balances the public benefits of the project against the project’s potential adverse

consequences.7 The Commission’s stated goal is to give appropriate consideration to the

enhancement of the competitive transportation alternatives, the possibility of over-

building, subsidization by existing customers, the applicant’s responsibility for

unsubscribed capacity, the avoidance of unnecessary disruptions of the environment, and

the unneeded exercise of eminent domain in evaluating new pipeline construction.8 Once

the applicant demonstrates that the benefits to be achieved by the project will outweigh

the potential adverse effects, the Commission will find that the project is required by the

public convenience and necessity.9 As demonstrated herein, the facilities proposed

herein meet the criteria of the Certificate Policy Statement, and approval of the Project

will serve the public interest and is required by the public convenience and necessity.

A. The TEAM 2014 Project Meets the Threshold No-Subsidy Test.

The TEAM 2014 Project satisfies the economic threshold requirement for existing

pipelines because it avoids subsidization by Texas Eastern’s existing customers and does

not adversely impact their rates. Specifically, Texas Eastern is proposing herein initial

6 Id.

7 Tennessee Gas Pipeline Co., 92 FERC ¶ 61,142, pp. 61,519-20 (2000).

8 Id.

9 Certificate Policy Statement at p. 61,746.

11

incremental recourse rates for service on the TEAM 2014 Project facilities. Because

Texas Eastern is proposing herein to recover the costs associated with the TEAM 2014

Project facilities, through incremental rates, the TEAM 2014 Project is financially viable

without any adverse rate effect on, or subsidies from, Texas Eastern’s existing customers.

Accordingly, the TEAM 2014 Project meets the threshold requirement established by the

Commission’s Certificate Policy Statement.10 While Texas Eastern is not seeking

approval at this time to roll-in the costs of the Project, Texas Eastern reserves its right to

do so in the future as part of a general rate case proceeding.

B. The TEAM 2014 Project Will Have No Adverse Effects on ExistingCustomers or on Existing Pipelines and Their Captive Customers.

The next step in the Certificate Policy Statement analysis is to identify potentially

adverse effects of the project on the existing customers of the pipeline proposing the

project, existing pipelines in the market and their captive customers, or landowners and

communities affected by the new construction and to determine whether the applicant has

made efforts to eliminate or minimize those adverse effects.11 If residual adverse effects

on these groups are identified after efforts have been made to minimize them, the

Commission will “evaluate the project by balancing the evidence of public benefits to be

achieved against the residual adverse effects.”12

The TEAM 2014 Project will not be detrimental to Texas Eastern’s existing

customers. The TEAM 2014 Project will result in no degradation of service to existing

customers, and, as explained above, Texas Eastern has proposed incremental rates for the

Project. Additionally, Texas Eastern’s proposal has benefits for existing and potential

10 Id. at p. 61,745.

11 Id.

12 Id.

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shippers, as well as the Northeast, Midwest, Southeast, and Gulf Coast markets overall.

The additional compression and market reach associated with the Project will benefit

existing customers by increasing the reliability and flexibility of service on the Texas

Eastern system. Furthermore, by transforming the segment of the Texas Eastern system

from the Holbrook, Pennsylvania area to the Access Area in Mississippi and Louisiana

into a bi-directional system, Texas Eastern’s existing shippers and markets south of

Holbrook on the Texas Eastern system will have direct access to the emerging Marcellus

Shale production area for the first time. The bi-directional nature of this segment of the

system will also increase the efficiency of the system and enhance reliability of service

on the system by diversifying supply sources that can be accessed by markets along the

system. This additional access to new and abundant supply sources also will provide the

markets along the system with a better ability to manage price volatility. Accordingly,

the TEAM 2014 Project will not have an adverse effect on existing customers and,

instead, will increase the overall strength, reliability, diversity, and flexibility on the

pipeline grid in market areas along the system.

The TEAM 2014 Project will have no adverse effect on existing pipelines in the

region or their customers. The Project will provide incremental capacity to the Northeast,

Midwest, Southeast and Gulf Coast regions to accommodate new supplies from the

Marcellus Shale play. The Project is not designed to bypass an existing pipeline or to

provide service that is already provided by another pipeline. Therefore, the Project

serves incremental demand and offers new transportation capacity for new production as

that production comes on line and will not have adverse effects on existing pipelines or

their customers. The additional compression associated with the TEAM 2014 Project

will increase the overall reliability of the interstate pipeline grid in the Northeast,

13

Midwest, Southeast and Gulf Coast regions, and the benefits associated with increasing

reliability on the pipeline grid will accrue to customers of all pipelines comprising the

grid. For the foregoing reasons, the TEAM 2014 Project will have no adverse effect on

existing customers or existing pipelines and their customers.

C. Texas Eastern Has and Continues to Minimize the Potential for AdverseImpacts on Landowners and Communities Affected by the TEAM 2014Project.

As demonstrated in the accompanying Resource Reports, Texas Eastern has made

substantial efforts to ensure that the construction of the TEAM 2014 Project will have

limited residual adverse impacts to landowners and the environment. To the extent

practicable, Texas Eastern will construct the facilities utilizing existing rights-of-way and

previously disturbed property, thereby limiting any new disturbances to the environment

during construction. All of the compressor station modifications will be within the fence

line of existing facilities, and the other aboveground modifications to associated facilities

to support the expansion and to allow for bi-directional flow will take place within Texas

Eastern’s existing right-of-way, with the exception of one location that will require

additional workspace as noted in Resource Report 1. Aside from this one location that

will require a new permanent access road within Texas Eastern’s property, no additional

land use impacts will result from operation of these modified facilities. A portion of the

Project consists of Texas Eastern’s replacement of older, less efficient compressor units

with more efficient and, from an emissions standpoint, more environmentally-friendly

units.

Consistent with the Commission’s desire for early input by potential stakeholders

and with the Commission’s endorsement of the use of collaborative procedures in

developing new pipeline projects, since February 2012, Texas Eastern has made

14

significant efforts prior to and throughout the pre-filing process in Docket No. PF12-19,

to inform the public, particularly affected landowners, relevant resource agencies, and

other interested stakeholders about the TEAM 2014 Project.

Texas Eastern will provide timely written notice of this Application and other

required information to landowners that are directly affected by the Application, as well

as to local communities and local, state, and federal governments and agencies involved

in the TEAM 2014 Project in accordance with the Commission’s landowner notification

requirements.13

The TEAM 2014 Project will have limited residual impact on landowners and

communities affected by the Project. Texas Eastern will construct the TEAM 2014

Project utilizing proven construction techniques and mitigation procedures, and the

Project will not result in significant impacts on the environment. The Resource Reports

attached in Exhibit F-1 include a detailed explanation of the limited environmental

impacts associated with the TEAM 2014 Project and the measures that Texas Eastern

intends to take to mitigate any impacts.

D. The Benefits of the TEAM 2014 Project Outweigh Potential ResidualAdverse Effects.

When determining whether a proposed project is needed and will serve the public

interest, the Commission balances the public benefits to be achieved by the project

against the residual impacts of the proposed project on the relevant interests listed above.

Given Texas Eastern’s mitigation efforts, and the limited residual impacts on the relevant

13 See 18 C.F.R. § 157.6(d)(1)(i) (2012). In accordance with the Commission’s regulations, Texas Easternwill also publish notice of the Application in relevant daily and/or weekly newspapers of generalcirculation. See 18 C.F.R. § 157.6(d)(1)(iii) (2012). In addition, Texas Eastern will place a copy of theApplication in the town or city hall and library of each municipality along the proposed route, therebyexceeding the Commission’s requirements. See 18 C.F.R. § 157.10(c) (2012).

15

interests listed above, the benefits of the TEAM 2014 Project far outweigh any potential

adverse effects.

The primary purpose of the TEAM 2014 Project is to provide new pipeline

capacity for Marcellus Shale production currently under development to ensure that firm

transportation service is available for the Project shippers to serve growing markets as

their production comes on line. The Project offers a cost-effective and reliable

transportation outlet for this new production. The ability for Texas Eastern to expand its

system along its existing footprint helps to ensure that Texas Eastern can meet the target

in-service date of November 1, 2014, and at the same time minimizes impacts to the

environment. In addition, the TEAM 2014 Project will benefit system shippers and

markets on the Texas Eastern system by providing additional access to reliable, long-term

production from the emerging Marcellus Shale play to markets along and downstream of

the system. The TEAM 2014 Project will increase diversity of supply, enhance the

ability of markets along the system to better manage price volatility, and provide

additional security and reliability to these markets.

E. The TEAM 2014 Project Is Required by the Public Convenience andNecessity.

The TEAM 2014 Project is consistent with the criteria of the Certificate Policy

Statement, and the construction and operation of the facilities proposed herein are in the

public interest and required by the public convenience and necessity. The TEAM 2014

Project will provide numerous benefits to the Project shippers, existing shippers and

markets along the system and natural gas consumers, including:

(i) providing a long-term, secure firm transportation outlet for the TEAM2014 Project shippers as the shippers’ Marcellus Shale production comeson line;

16

(ii) providing the necessary new capacity to enable new supplies of naturalgas from the Marcellus Shale to reach diverse regions and markets on theTexas Eastern system;

(iii) providing existing and new markets with diverse supply that promotesstability and reliability and better management of price volatility;

(iv) providing additional operational flexibility and reliability through theaddition of new compression and pipe on Texas Eastern’s system; and

(v) enhancing flexibility and reliability of service on the pipeline gridgenerally by increasing delivery options off the Texas Eastern system.

For the foregoing reasons, Texas Eastern respectfully submits that granting the

authorizations requested herein is required by the public convenience and necessity.

Approval of the TEAM 2014 Project in the timing contemplated herein will benefit the

Northeast, Midwest, Southeast and Gulf Coast regions along the Texas Eastern system by

delivering new long-term sources of natural gas at the earliest possible time to these

market areas.

In summary, the TEAM 2014 Project satisfies the Commission’s Certificate

Policy Statement and is consistent with the Commission’s economic and environmental

goals. Texas Eastern will construct the Project with minimal landowner and

environmental impacts. As described in detail in this Application and the accompanying

exhibits, the TEAM 2014 Project significantly and substantially benefits the natural gas

transmission grid in the Northeast, Midwest, Southeast and Gulf Coast regions and will

provide the pipeline capacity necessary to transport the Project shippers’ developing

Marcellus Shale production as that new production comes on line. The benefits of this

Project far outweigh the potential residual impacts of the Project, which have been or will

be mitigated through Texas Eastern’s efforts as described in this Application.

Accordingly, the TEAM 2014 Project meets the standards of the Certificate Policy

17

Statement, is in the public interest, and is required by the public convenience and

necessity.

IV.Open Season/Reverse Open Season

While Texas Eastern believes the information provided in this Application will

show that it has met the tests both factually and legally to build the Project as proposed,

Texas Eastern hereby provides the following summary of the Open Season and Reverse

Open Season process for the TEAM 2014 Project.

A. Open Season for the TEAM 2014 Project.

Texas Eastern entered into a Precedent Agreement with Chevron in December

2011, and with EQT in January 2012, for transportation service on the Project facilities

totaling 600,000 Dth/d, with a target in-service date of November 1, 2014. In compliance

with Commission policy and precedent, Texas Eastern conducted a binding Open Season

to determine whether additional demand existed for firm service as part of the TEAM

2014 Project. Texas Eastern held the Open Season from January 17, 2012 through

February 17, 2012 requesting bids for up to an overall potential capacity of 1,400,000

Dth/d inclusive of the existing commitments from the Project shippers. The Open Season

Notice described the design of the proposed project to accommodate a primary firm path

for all Project shippers to be split, with 50 percent of the firm path to extend to the East

and 50 percent of the firm path to extend to the West and South from the Appalachian

supply region.14

After the conclusion of the Open Season, Texas Eastern determined to move

forward with a project that was sized to accommodate the two Project shippers, as no

14 A copy of the Open Season Notice is included as part of Exhibit Z-1(a).

18

additional precedent agreements resulted from the Open Season. Texas Eastern then

confirmed the design of the TEAM 2014 Project as an expansion of Texas Eastern’s

Penn-Jersey system,15 taking into consideration the Project shippers’ requested timing

and the fact that no receipt and delivery points had been requested on the Capacity

Restoration Project (“CRP”) system,16 all as more fully described below.

B. Reverse Open Season for the TEAM 2014 Project.

Promptly following the execution of the Precedent Agreements and the Open

Season, Texas Eastern held a Reverse Open Season in March 2012 to solicit turnback

capacity. In the Reverse Open Season Notice,17 Texas Eastern offered its current firm

shippers the opportunity to release, subject to specified criteria, all or a portion of their

current firm transportation entitlements. The Reverse Open Season Notice made clear

that the capacity that shippers wished to turn back must enable Texas Eastern to reduce

the scope of the proposed incremental facilities, as finally scoped and designed, necessary

to satisfy Texas Eastern’s obligations pursuant to the TEAM 2014 Project, while

maintaining or improving the economics of the Project. Texas Eastern further specified

that the shipper’s turnback capacity must result in available capacity on Texas Eastern’s

facilities from receipt points on the Texas Eastern system to the proposed delivery points

on the Texas Eastern system designated for the Team 2014 Project and must not result in

a release of any capacity unnecessary for the Project.18

15 The Penn-Jersey system extends from the Oakford Storage facilities and Texas Eastern’s DelmontCompressor Station in western Pennsylvania to Texas Eastern’s Lambertville, New Jersey CompressorStation.

16 The CRP system extends from Texas Eastern’s Uniontown Compressor Station in western Pennsylvaniato Texas Eastern’s Lambertville, New Jersey Compressor Station.

17 A copy of the Reverse Open Season Notice is included as Exhibit Z-1(b).

18 Texas Eastern’s reverse open season followed the Commission’s policy and precedent regarding reverseopen seasons. See, e.g., PG&E Gas Transmission, 84 FERC ¶ 61,204, at 62,001 (1998) (finding that the

19

In response to the Reverse Open Season Notice, Texas Eastern received requests

from a total of three current Texas Eastern shippers to turn back capacity under a total of

six separate contracts. Texas Eastern has provided a diagram as Exhibit Z-1(c) that

reflects the turnback requests that Texas Eastern received. ConocoPhillips Company

(“ConocoPhillips”) was one of these three shippers and sought to turn back capacity

under two agreements (Nos. 910662-R2 and 910882-R1).19 Both agreements are firm

service agreements that ConocoPhillips executed for service on Texas Eastern’s TEMAX

expansion, on a path that overlays the CRP system. As noted above, however, Texas

Eastern designed the TEAM 2014 Project facilities to consist of an expansion of Texas

Eastern’s Penn-Jersey system and not its CRP system, taking into consideration all of the

shippers’ needs, including the timing required by the shippers (as discussed further

below) and, again, the fact that neither of the Project shippers requested receipt or

delivery points located on the CRP system.

Texas Eastern evaluated each turnback request in conjunction with the other

turnback requests to determine which portions of the paths offered for turnback, in

combination with portions of the paths offered by other shippers for turnback, would

result in the greatest decrease in the scope of Project construction and at the same time

allow Texas Eastern to satisfy its contractual obligations with the TEAM 2014 Project

shippers. No turnback request or combination of requests would have resulted in a

reduction in the scope of the Project for deliveries to the south or west of the western

pipeline did not have to accept turnback of capacity from Kingsgate, British Columbia (at the US-Canadaborder) to Malin, Oregon when the expansion only involved a shorter path from Kingsgate to Stanfield,Oregon); Columbia Gas Transmission Corp. and Texas Eastern Transmission Corp., 79 FERC ¶ 61,160(1997) (noting that “[a] pipeline should not be required to take back its customers’ unrelated, unwantedcapacity simply because it wants to construct new facilities somewhere else on its system”).

19 ConocoPhillips has disclosed in public filings with the Commission information about ConocoPhillips’turnback proposal. Accordingly, Texas Eastern identifies ConocoPhillips in this Application but does notspecifically identify the other two shippers that participated in the Reverse Open Season.

20

Pennsylvania receipt points. However, as detailed below, Texas Eastern was able to offer

to accept in one case all of the capacity offered for turnback from one turnback shipper

and portions of the capacity offered for turnback from the two other turnback shippers,

including some of the capacity offered for turnback from ConocoPhillips. Texas Eastern

has provided a diagram as Exhibit Z-1(d) that reflects the Project scope that would have

resulted if all turnback shippers accepted Texas Eastern’s offer to take back their

capacity.

In considering the turnback requests, one turnback shipper offered capacity under

three separate service agreements, including a turnback offer for 50,000 Dth/d that could

satisfy the entire TEAM 2014 Project eastern contract path through to delivery points at

Lambertville and Staten Island. This 50,000 Dth/d turnback offer presented the greatest

volumetric reduction in facilities construction among all turnback requests received.

Therefore, Texas Eastern accepted that entire path for the full quantity.

A second turnback shipper offered 100,000 Dth/d for turnback on a path located

entirely within the TEAM 2014 Project construction path. Accepting that quantity

provided the second largest reduction in facilities construction for the Project. Therefore,

Texas Eastern accepted that quantity in its entirety.

After accepting the 150,000 Dth/d described above, Texas Eastern allocated the

remaining 150,000 Dth/d (of the 300,000 Dth/d eastern expansion path) among the

remaining requests – one request from ConocoPhillips was for turnback of 395,000 Dth/d

while the other, from another shipper, was for 100,000 Dth/d. The remaining requests

each included primary points of delivery only on Texas Eastern’s CRP system, not on or

to the east of Texas Eastern’s Penn-Jersey system. Therefore, only a portion of the paths

offered for turnback under these remaining requests – from Clarington to Uniontown

21

upstream of the split between the Penn-Jersey system and the CRP system – could result

in any reduction in the scope of facilities construction.

Texas Eastern determined that the turnback offers for these remaining agreements

were similarly situated because the entire path available for turnback from these shippers

was the same and resulted in an equivalent reduction of facilities construction.

Therefore, it was necessary to pro-rate on a volumetric basis Texas Eastern’s proposed

acceptance of the turnback quantity on this path between these two shippers. In doing the

analysis, Texas Eastern capped ConocoPhillips’ 395,000 Dth/d request at 300,000 Dth/d

to make it equivalent to the TEAM 2014 Project quantity in this path. The pro-ration of

the remaining 150,000 Dth/d resulted in ConocoPhillips having the opportunity to

turnback 112,500 Dth/d of its capacity. The result of the credit offered to shippers

turning back capacity based upon the reduction of facilities contemplated to occur with

the requested turnback capacity totaled approximately $11.1 million per year, which is

approximately 13 percent of the annual cost of service for the proposed expansion of the

Penn-Jersey system.

The reverse open season provided shippers with more flexibility than is required

or customary. Pursuant to the Reverse Open Season Notice, each of the three turnback

shippers had five business days – until April 25, 2012 – to consider Texas Eastern’s offer

to accept the turnback capacity. If a shipper did not agree to Texas Eastern’s offer by the

deadline, the offer would expire and the shipper’s turnback request would be null and

void. Two of the three shippers responded prior to the deadline that they had decided to

retain their capacity. Upon inquiry from ConocoPhillips, Texas Eastern clarified that

Reverse Open Season responses would not be finally binding on the shipper. Texas

Eastern also was open to responding to shipper inquiries and requests for clarification.

22

Unlike the other two shippers, ConocoPhillips requested an extension of the

deadline for responding to Texas Eastern’s turnback offer. While Texas Eastern was not

obligated to do so, Texas Eastern agreed as an accommodation to ConocoPhillips to

extend the deadline for all shippers until May 1, 2012. During this extension period, in

response to questions from ConocoPhillips, Texas Eastern provided feedback and

answers to ConocoPhillips’ questions regarding the TEAM 2014 Project and Texas

Eastern’s rationale for selection of the Penn-Jersey system path for the Project, rather

than the CRP system path preferred by ConocoPhillips. Texas Eastern explained to

ConocoPhillips that, with the exception of the Clarington to Uniontown segment that

Texas Eastern had agreed to accept in response to ConocoPhillips’ turnback offer, the

capacity that ConocoPhillips was attempting to turn back was not on Texas Eastern’s

intended construction path for the TEAM 2014 Project. In Texas Eastern’s last piece of

correspondence to ConocoPhillips regarding the Reverse Open Season results, Texas

Eastern informed ConocoPhillips that the revised May 1, 2012 response deadline had

passed and that Texas Eastern would be moving forward with the TEAM 2014 Project

based on the understanding that ConocoPhillips had decided not to turn back the 112,500

Dth/d of capacity from Clarington to Uniontown.

C. Texas Eastern’s Reverse Open Season Complied with Commission Policy.

Several months following the completion of the Reverse Open Season,

ConocoPhillips filed a complaint against Texas Eastern in Docket No. RP13-128-000 on

October 1, 2012 (“Complaint”). ConocoPhillips claimed that Texas Eastern should have

held a reverse open season for a project other than the project that Texas Eastern has

proposed to construct. ConocoPhillips argued that Texas Eastern’s Reverse Open Season

discriminated against ConocoPhillips because Texas Eastern did not agree to take back

23

the entirety of ConocoPhillips’ firm capacity and construct a project different from the

TEAM 2014 Project. ConocoPhillips argued that Texas Eastern should have accepted

ConocoPhillips’ full turnback offer of 300,000 Dth/d and that then Texas Eastern could

construct another project that would be less costly and have less environmental impacts.

The Commission dismissed the complaint in an order dated October 26, 2012.20

ConocoPhillips filed comments in the TEAM 2014 pre-filing proceeding, Docket No.

PF12-19-000, on November 2, 2012, which continue to argue that Texas Eastern should

construct a project different than the proposed Project (“ConocoPhillips Comments”).

Texas Eastern expects that ConocoPhillips will raise the same arguments in a protest to

the Application. ConocoPhillips’ arguments about the Project, including the Open

Season and Reverse Open Season, are without merit.

ConocoPhillips’ argument rests on the claim that because the TEAM 2014 Project

involves an expansion of Texas Eastern’s Penn-Jersey system rather than an expansion of

Texas Eastern’s separate CRP system, ConocoPhillips was not able to turn back more of

its capacity during the Reverse Open Season for the TEAM 2014 Project and therefore

the Reverse Open Season discriminated against ConocoPhillips. However, Texas Eastern

considered alternative expansions of the CRP system during the initial project

development stages, but given the impacts to project cost and schedule, as described

further below and in Resource Report 10, the alternatives utilizing Texas Eastern’s CRP

system ceased to be a viable option for this Project early in the development process.

The analysis by Texas Eastern of alternatives involving an expansion of the CRP system

included scenarios with and without a river crossing, as set forth below.

20 ConocoPhillips’ request for rehearing of this order was subsequently denied. ConocoPhillips Co., 141FERC ¶ 61,071 (2012), reh’g denied, 142 FERC ¶ 61,123 (2013).

24

Texas Eastern’s CRP alternative with river crossing: One alternative utilizing the

CRP system instead of the Penn-Jersey system that Texas Eastern considered would

require significant greenfield construction and a new crossing of the Delaware River.

The flow diagram prepared by Texas Eastern in late 2011 to study this alternative (as

depicted only downstream of the Marietta Compressor Station) is provided as the first

diagram in Exhibit Z-3. Once Texas Eastern finalized the Precedent Agreements with the

anchor shippers in December 2011 and January 2012, respectively, which targeted an in-

service date of November 1, 2014, Texas Eastern had to rule out this alternative due to

timing.21 While the estimated cost for this CRP alternative that involved the Delaware

River crossing was nearly the same as the cost of constructing the Penn-Jersey system

expansion, the increased permitting issues and schedule risk involved with the greenfield

construction and the Delaware River crossing associated with a CRP expansion would

not have allowed Texas Eastern to meet the November 1, 2014 in-service date for the

Project.

Texas Eastern’s CRP alternative without river crossing: To avoid the Delaware

River crossing, Texas Eastern also studied an alternative downstream of the Marietta

Compressor Station in late 2011 that would have avoided crossing the Delaware River by

constructing a greenfield cross-over pipeline from the CRP system to the Penn-Jersey

system at a point west of the Delaware River. The flow diagram prepared by Texas

Eastern in late 2011 to study this alternative downstream of the Marietta Compressor

21 In the Open Season Notice, Texas Eastern suggested various delivery points in Zone M3, including apoint off of the Marietta Extension, which is located on the CRP system. While Texas Eastern intended toexpand the Penn-Jersey system as part of the Project, Texas Eastern also could have expanded the CRPsystem up to the Marietta Extension without crossing the Delaware River and, therefore, deliveries at orupstream of the Marietta Extension could have been possible by the November 1, 2014 target in-servicedate for the Project. Ultimately, however, no receipt or delivery points on the CRP system were requestedas a result of the Open Season.

25

Station is provided as the second diagram in Exhibit Z-3. The cost estimate for this

alternative that avoided the Delaware River crossing was approximately $95 million

greater than the alternative utilizing the CRP system by crossing the Delaware River.

Due to this significant additional cost, along with the potential scheduling risks related to

the greenfield construction required for this alternative, Texas Eastern ruled out this

alternative as well.

D. The Commission Should Disregard ConocoPhillips’ GSC Study.

1. The Commission should not engage in an Ashbacker-style comparisonbetween Texas Eastern’s Project and ConocoPhillips’ hypotheticalproject.

ConocoPhillips included in the pre-filing docket a study prepared by Gas Supply

Consulting, Inc. to support its contentions and its proposed alternative to the Project

(“GSC Study”).22 The GSC Study contains a comparison between ConocoPhillips’

proposed CRP expansion, which does not require crossing the Delaware River, and the

Penn-Jersey expansion that Texas Eastern has proposed herein. The GSC Study’s

conclusions are incorrect because they are based on faulty assumptions, as explained

further below in Section IV.D.2 and in Resource Report 10. However, there is another

important point regarding the comparison contained in the GSC Study. The study almost

entirely involves a comparison of costs for expansion investment and engineering matters

and analyzes the two separate projects similar to the way potential shippers might review

competing projects in the marketplace or in the way the Commission might have

reviewed competing, mutually exclusive pipeline certificate applications decades ago

under an Ashbacker analysis.23 The Commission has long abandoned Ashbacker-style

22 ConocoPhillips also included the GSC Study in its October 1, 2012 Complaint filing.

23 Ashbacker Radio Corp. v. FCC, 326 U.S. 327 (1945).

26

hearings where these kinds of comparisons of competing projects were analyzed at

length,24 and, in any event, here, Texas Eastern has only proposed the Penn-Jersey

expansion as part of the TEAM 2014 Project, not a CRP expansion. As previously

discussed, Texas Eastern determined that an expansion of the Penn-Jersey system was

preferable from a timing and risk standpoint and more closely-aligned with Texas

Eastern’s business objectives and the needs of the Project shippers. Texas Eastern

decided to proceed with a proposal for a project that includes an expansion of the Penn-

Jersey system and, contrary to ConocoPhillips’ desired outcome, Texas Eastern cannot be

required to build any other project.

ConocoPhillips’ arguments also reflect a fundamental misunderstanding of the

Commission’s reverse open season policy and Commission and court precedent regarding

the discretion that a pipeline company has under the NGA to design and propose projects

that satisfy the pipeline’s business objectives. Texas Eastern was not required to design

the TEAM 2014 Project based upon turnback offers or to accept back from

ConocoPhillips capacity on a project that Texas Eastern had no intention of constructing.

Prior Commission and court decisions have made it clear that pipelines would not be

compelled to build a project different from the one the pipeline has determined to build.25

The Commission has stated that it “does not direct the development of the gas industry’s

24 See ANR Pipeline Co., 78 FERC ¶ 61,326 (1997), order denying reh’g, 85 FERC ¶ 61,056 (1998), aff’d,ANR Pipeline Co., v. FERC, 205 F.2d 403 (2000) (affirming the Commission’s reliance on market forcesand holding that an Ashbacker comparative hearing was not required).

25 See Panhandle Eastern Pipe Line Co. v. FPC, 204 F.2d 675, 680 (3d Cir. 1953) (“Panhandle v. FPC”)(“Congress meant to leave the question whether to employ additional capital in the enlargement of itspipeline facilities to the unfettered judgment of the stockholders and directors of each natural gas companyinvolved.”); see also Tennessee Gas Pipeline Co. v. Columbia Gulf Transmission Co., 113 FERC ¶ 61,200,at PP 25-30 (2005); El Paso Natural Gas Co., et al., 104 FERC ¶ 61,045, at P 104 n.104 (2003).

27

infrastructure, neither on a broad regional basis nor in the design of specific projects.”26

Instead, the Commission “respond[s] when an application is presented to [the

Commission], and in each application the parameters of the project are predetermined by

the applicant.”27 Similarly, the Commission has pointed out that “[w]ith limited

exceptions, the Commission has no authority to compel companies to construct gas

facilities,”28 and courts have also made it clear that, except in very limited

circumstances,29 the Commission has no authority under the NGA to order a pipeline

company to construct additional capacity.30

Here, Texas Eastern has proposed facilities to create the additional capacity for

the TEAM 2014 Project by expanding the Penn-Jersey system in concert with the

timeline required by the Project shippers, not the CRP system. As the Commission has

explained, Texas Eastern has the right to determine the project that it will propose to

construct to the Commission. The Commission will not direct the design of the project,

26 Texas Eastern Transmission, LP, et al., 141 FERC ¶ 61,043 at P 25 (2012) (“Texas Eastern”); see alsoMillennium Pipeline Company, L.L.C., 141 FERC ¶ 61,198 at PP 43-45 (2012).

27 Texas Eastern, 141 FERC ¶ 61,043 at P 25 (emphasis added).

28 Id. at P 28. The Commission noted that the limited exceptions include its ability, under certaincircumstances, to require open-access transporters to construct interconnections, to direct natural gascompanies to extend facilities to serve a municipality or LDC, and to direct existing pipelines to expandoffshore pipeline capacity. None of these limited exceptions apply here.

29 These circumstances involve limited directives under Section 7(a) of the NGA to extend facilities toserve a municipality or LDC.

30 See Panhandle v. FPC, 204 F.2d at 680 (“Congress meant to leave the question whether to employadditional capital in the enlargement of its pipeline facilities to the unfettered judgment of the stockholdersand directors of each natural gas company involved.”); see also Tennessee Gas Pipeline Co. v. ColumbiaGulf Transmission Co., 113 FERC ¶ 61,200, at PP 25-30 (2005); El Paso Natural Gas Co., et al., 104FERC ¶ 61,045, at P 104 n.104 (2003); In re Panhandle Eastern Pipe Line Co., et al., 15 FPC 46 (1956)(citing Panhandle v. FPC and stating that “[a]s the court’s language establishes, there is a sphere wherein,under the [NGA], the judgment of the stockholders and directors of the company has free exercise, and theinvestment capital for the purpose of enlarging pipeline facilities comes within that sphere. We can denythe proposed construction of facilities but except to the limited extent [NGA Section 7(a)] permits, wecannot require a company to risk its capital in a venture which in the exercise of its officers’ judgment, itconsiders unwise to undertake.”).

28

and the Commission does not have the authority to compel Texas Eastern to construct an

expansion of the CRP system or any other different project.

2. The conclusions in the GSC Study are incorrect.

The Commission should disregard the GSC study because it is predicated on an

expansion path that Texas Eastern ruled out more than one year ago as not viable for the

TEAM 2014 Project. Texas Eastern has explained the shortcomings of the GSC Study in

Resource Report 10 in response to data requests from FERC Staff. Texas Eastern

provides a summary of its Resource Report 10 analysis here.

In response to Texas Eastern’s concerns regarding scheduling risks for crossing

the Delaware River, the alternative project that the GSC Study attempts to support

involves a greenfield connecting pipeline from a point downstream of Texas Eastern’s

Eagle Compressor Station on the CRP system to a point on the Penn-Jersey system just

west of the Delaware River (“Cross-over Pipeline”) in order to avoid crossing the

Delaware River. Resource Report 10 details the critical engineering flaws associated

with the alternative project, including that the study: (i) incorrectly assumes the Penn-

Jersey system has sufficient capacity to flow the entire Project contract quantity from an

interconnection with the Cross-over Pipeline between the CRP system and the Penn-

Jersey system across the Delaware River to the delivery points at Lambertville and Staten

Island; (ii) fails to include a greenfield compressor station near the interconnection

between the proposed Cross-over Pipeline and the Penn-Jersey system that is necessary

due to the higher maximum allowable operating pressure on the Penn-Jersey system and

the fact that the operating pressure on the Penn-Jersey system often exceeds the operating

pressure of the Cross-over Pipeline; (iii) miscalculates the additional compression that

would be required at the Eagle Compressor Station; and (iv) depending on the

29

compression required for the alternative project, does not consider that the alternative

project may require a new greenfield compressor station near the Eagle Compressor

Station site. The flow diagram prepared by Texas Eastern to correct the critical

engineering flaws noted above that occur downstream of the Marietta Compressor Station

is provided as the third diagram in Exhibit Z-3.

The modifications necessary to correct these engineering flaws result in

environmental impacts and permitting issues that make such an alternative incapable of

satisfying the purpose and need of the TEAM 2014 Project, as explained more fully in

Resource Report 10. In addition, the costs of the alternative project would be

significantly greater than the costs provided in the GSC Study and significantly greater

than the costs associated with expanding the CRP system with a crossing of the Delaware

River. Specifically, the cost associated with the facilities downstream of the Marietta

Compressor Station in the GSC Study alternative, as modified to correct engineering

flaws, would be approximately $125 million greater than the costs associated with the

facilities downstream of the Marietta Compressor Station in Texas Eastern’s alternative

to expand the CRP system with a crossing of the Delaware River. However, as discussed

herein and in Resource Report 10, expanding the CRP system did not meet Texas

Eastern’s business objectives. Thus, for this reason, the reasons stated above and for all

the reasons explained in detail in the Environmental Report, ConocoPhillips’ preferred

CRP system expansion should not be considered and is not a viable alternative for the

Project.

30

E. The Commission Should Disregard Any Challenge by ConocoPhillips to theDesign of the TEAM 2014 Project.

The Open Season and Reverse Open Season undertaken by Texas Eastern for the

Project complied with Commission policy and precedent and did not result in any

discrimination against ConocoPhillips or any other shipper. Accordingly, the Project is

appropriately designed, and the Commission should disregard arguments to the contrary

by ConocoPhillips. Contrary to ConocoPhillips’ desired outcome, prior Commission and

court decisions are clear that pipelines cannot be compelled to build another project

because the Commission does not direct the design of projects nor does the Commission

have the authority to compel applicants to construct a different project than the one

proposed by the applicant. In addition, ConocoPhillips’ own study is incorrect. For all

these reasons, Texas Eastern respectfully requests that the Commission find that its Open

Season and Reverse Open Season were conducted in compliance with the Commission’s

policy and precedent and deny any requests from ConocoPhillips that Texas Eastern

construct a different project involving an expansion of the CRP system.

V.Environmental Impact

The Resource Reports included herewith more fully describe the potential

environmental impacts of the TEAM 2014 Project. The information provided in the

Resource Reports has been prepared in accordance with Part 380 of the Commission’s

regulations for the Commission Staff to conduct its environmental analysis of the Project

in this proceeding. In addition, Texas Eastern has included, as Exhibit Z-4 attached

hereto, a draft Environmental Assessment and, as Exhibit Z-5 attached hereto, a matrix

that identifies the specific locations in the Resource Reports where the information

requested by Commission Staff in Docket No. PF12-19 has been incorporated.

31

As the Resource Reports show, the environmental impact associated with the

construction of the TEAM 2014 Project is limited. Texas Eastern has incorporated the

Commission’s Upland Erosion Control, Revegetation and Maintenance Plan and the

Commission’s Wetland and Waterbody Construction and Mitigation Procedures (January

17, 2003 versions of both) into the Erosion and Sediment Control Plan to be used in this

proposal. In addition, Texas Eastern has co-located its pipeline segments with its existing

transmission system and will incorporate standard environmental mitigation measures

into its construction specifications.

The Resource Reports demonstrate that (i) the impact of the proposed TEAM

2014 Project will be minimal, (ii) any adverse impacts can be mitigated or avoided, (iii)

the proposed action is the best alternative, and (iv) the short-term use of the environment

will not conflict with the long-term productivity. Additionally, Texas Eastern will

accommodate general and site-specific protective measures for any sensitive wildlife

habitat and species identified during the course of the Project. Under these

circumstances, approval of the proposed facilities described herein will not be a major

federal action significantly affecting the quality of the human environment.

The TEAM 2014 Project will be constructed in accordance with applicable

environmental permits, approvals and regulations. Texas Eastern is committed to

minimizing the environmental impact of the Project and to reclaiming all disturbed areas

to a consistently high standard, regardless of land ownership. Texas Eastern will work

diligently to ensure that any questions related to the environmental aspects of the TEAM

2014 Project are resolved promptly and completely and that the facilities are constructed

in an efficient and appropriate manner. In addition, and consistent with the

Commission’s desire for early input by potential stakeholders, Texas Eastern has made

32

significant efforts throughout the pre-filing process in Docket No. PF12-19 to inform the

public, particularly landowners, relevant resource agencies, and other interested

stakeholders, about the TEAM 2014 Project.

The construction activities are not anticipated to have adverse effects on

residences or industrial areas. The construction activities will not have a negative impact

on public, recreational, or scenic areas, and the impact on vegetation, wildlife, and

cultural resources will be minimal. As described in the Resource Reports, Texas Eastern,

to the extent practicable and in most cases, will utilize existing right-of-way to install

new pipeline loop and for the aboveground facility modifications. The abandonment in

place of the compressor units will be achieved by cutting and capping the aboveground

suction and discharge pipeline, without earth disturbance at the compressor station.

VI.Supply

Texas Eastern’s shippers are responsible for obtaining the gas supplies to be

transported on Texas Eastern’s pipeline system. Texas Eastern proposes to provide only

open-access transportation service for the facilities proposed herein.

VII.Rates and Tariff

Texas Eastern is proposing to charge initial incremental recourse rates under Rate

Schedule FT-1 for firm service on the TEAM 2014 Project facilities. These rates and the

support for the derivation of these rates are set forth in Exhibit P to this Application. As

reflected on the pro forma tariff records attached hereto as part of Exhibit P, the

incremental recourse reservation rate is $13.798 per month per Dth of capacity

subscribed, with respect to firm service on the TEAM 2014 Project facilities. As shown

33

in Exhibit P, Texas Eastern has utilized its mainline depreciation rate for onshore

facilities of 1.22 percent.

With respect to interruptible service that is available on the TEAM 2014 Project

facilities during those times when all of the reserved firm capacity on the Project facilities

is not being utilized, Texas Eastern does not propose to track interruptible service

separately on existing facilities or the expansion facilities. Accordingly, Texas Eastern

proposes to charge its system interruptible transportation rates for all interruptible

throughput on the TEAM 2014 Project facilities consistent with the rate design approved

by the Commission for various other Texas Eastern incremental projects in the Northeast

market area, including Texas Eastern’s TIME, TIME II, TIME III, TEMAX, and TEAM

2012 Projects.31

Texas Eastern proposes to recover incremental fuel use and lost and unaccounted

for fuel (“LAUF”), as well as incremental electric power costs associated with providing

firm service on the TEAM 2014 Project facilities, through incremental Applicable

Shrinkage Adjustment (“ASA”) percentages and incremental Electric Power Cost

(“EPC”) rates. The incremental fuel and electric power derivation is shown on Exhibit Z-

2. Consistent with the Commission’s policy and precedent,32 Texas Eastern proposes to

track changes in fuel and electric power costs for these incremental services on an

incremental basis through its ASA mechanism set forth in Section 15.6 of its GT&C and

through its EPC Adjustment mechanism set forth in Section 15.1 of its GT&C. Texas

31 See Texas Eastern Transmission, LP, 137 FERC ¶ 61,140 (2011); Texas Eastern Transmission, LP, 129FERC ¶ 61,151 (2009); Texas Eastern Transmission, LP, 119 FERC ¶ 61,258 (2007); Texas EasternTransmission, LP, 99 FERC ¶ 61,383 (2002), order denying reh’g and granting clarification, 101 FERC ¶61,046 (2002).

32 Id.

34

Eastern will adjust its periodic tracker mechanisms to ensure that existing customers do

not subsidize the costs resulting from these new incremental services.

Texas Eastern will provide services to the TEAM 2014 Project shippers at

negotiated rates in accordance with the negotiated rate authority set forth in Section 29 of

Texas Eastern’s GT&C and pursuant to the terms of the Precedent Agreement. Texas

Eastern will file tariff records reflecting its negotiated rate agreements with the TEAM

2014 Project shippers within 30 to 60 days prior to when the underlying negotiated rates

are proposed to become effective.

In addition, in light of the north-to-south path subscribed by the TEAM 2014

Project shippers on the Texas Eastern system from Zone M2 to Access Area Zones ELA

and WLA and the modifications proposed herein that are designed to make portions of

the system from Zone M2 to the Access Area bi-directional, Texas Eastern will provide

the TEAM 2014 Project shippers with Order No. 637 rights in Access Area Zones ELA

and WLA. To implement these rights, Texas Eastern will deem that, for purposes of the

TEAM 2014 Rate Schedule FT-1 Agreements, Zones ELA and WLA are Market Area

Zones, as that term is defined in Texas Eastern’s Tariff, for purposes of segmentation

rights under the Tariff. Texas Eastern will make a tariff filing with respect to these rights

prior to placing the TEAM 2014 Project facilities into service.

AFUDC Representation

Texas Eastern hereby provides its statement representing that the Allowance for

Funds Used During Construction (“AFUDC”) accruals included in the cost of the TEAM

2014 Project, reflected in Exhibit K hereto, are in compliance with the Commission’s

35

policy on AFUDC accruals as set forth in the Docket No. AD10-3-000 proceeding.33

Texas Eastern began accruing AFUDC for the TEAM 2014 Project on April 10, 2012,

and in accordance with the Commission’s AFUDC policy, Texas Eastern hereby affirms

that it had begun to incur capital expenditures for the Project on that date and that

activities necessary to prepare the Project for its intended use were in progress at that

time.

VIII.Other Applications

With the exception of the instant Application, Texas Eastern knows of no other

applications pending or required before the Commission under the NGA for the proposed

TEAM 2014 Project. Texas Eastern will require other federal, state, and local

authorizations for the facilities proposed herein, in addition to the authorizations

requested in this Application. Texas Eastern is working with a number of federal, state,

and local agencies, as necessary, to obtain permits to complete the construction of the

Project. Texas Eastern has included in Exhibit J a list of all federal approvals and, as part

of Resource Report 1, a list of all required permits and consultations to construct the

facilities proposed in this Application and the agencies in which the application for such

permits or certificates was filed or is expected to be filed.

IX.Notice

A form of Notice suitable for publication in the Federal Register is attached

hereto.

33 Southern Natural Gas Co., et al., 130 FERC ¶ 61,193 (2010); see also Texas Eastern Transmission, LP,131 FERC ¶ 61,164 (2010).

36

X.Exhibits

This is an abbreviated application filed pursuant to Section 157.7 of the

Commission’s regulations under the NGA, pursuant to which Texas Eastern has omitted

the exhibits and data that are inapplicable or are unnecessary to disclose fully the nature

and extent of the proposal herein. A list of the exhibits and documents filed with this

Application, which are incorporated by reference as if set forth fully herein, or which

have been omitted for the reasons set forth below, is as follows:

Exhibit A Articles of Incorporation

Omitted. Exhibit A has been filed in Docket No. CP06-115-000and is incorporated herein by reference.

Exhibit B State Authorization

Omitted. Exhibit B has been filed in Docket No. CP06-115-000and is incorporated herein by reference.

Exhibit C Company Officials

Attached.

Exhibit D Subsidiaries and Affiliates

Attached.

Exhibit E Other Pending Applications and Filings

Omitted. This information is contained in Section VIII of thisApplication.

Exhibit F Location of Facilities

Attached.

Exhibit F-I Environmental ReportAttached hereto in Volumes II through IV. Resource Report Nos.1 through 12 as specified in Sections 380.3 and 380.12 of theCommission’s regulations are included herewith. Appendicesfrom Resource Report 1 (landowner information) and ResourceReport 4 (cultural resource assessment) have been segregated andbound separately in Volume III and are labeled “ContainsPrivileged Information—Do Not Release.” Appendicescontaining Critical Energy Infrastructure Information have beensegregated and bound separately in Volume IV and are labeled

37

“Contains Critical Energy Infrastructure Information—Do NotRelease.”

Exhibits Gthrough G-II Flow Diagrams and Flow Diagram Data

Attached hereto as part of Volume IV and marked “ContainsCritical Energy Infrastructure Information—Do Not Release.”The confidential hydraulic models supporting Exhibits G throughG-II are available in electronic form only and are found inVolume III. Two sets of Exhibit G are included as part ofVolume IV. One set shows the forward-flow component of theProject, and the other set shows the reverse-flow component ofthe Project. With respect to the facilities accommodating thereverse-flow component of the Project, there have been nochanges with respect to the design of those facilities fortraditional forward flow. The facilities designed to accommodatethe forward-flow component are based on a winter peak daydesign, while the facilities designed for the reverse-flowcomponent are based on a reverse-flow design day. The twodesign day scenarios are mutually exclusive.

Exhibit H Total Gas Supply

Omitted. This information is contained in Section VI of thisApplication.

Exhibit I Market Data

Enclosed herewith under seal as part of Volume III and marked“Contains Privileged Information—Do Not Release.” Thisexhibit includes copies of the Precedent Agreements betweenTexas Eastern and the TEAM 2014 Project shippers.

Exhibit J Federal Authorizations

Attached. This exhibit identifies the following: each federalauthorization that the Project will require; the federal or stateagency or officer that will issue each required authorization; thedate each request for authorization was submitted; why anyrequest was not submitted and the date submission is expected;and the date by which final action on each federal authorizationhas been requested or is expected.

Exhibit K Cost of Facilities

Attached.

Exhibit L Financing

Omitted. Texas Eastern will finance the costs of the TEAM 2014Project through funds on hand and borrowings under short-termfinancing arrangements.

38

Exhibit M Construction, Operation and Maintenance

Omitted. Texas Eastern will construct or cause the proposedfacilities to be constructed, and will manage and operate theproposed facilities.

Exhibit N Revenues, Expenses and Income

Omitted. This information is included in Exhibit P.

Exhibit O Depreciation and Depletion

Omitted. Texas Eastern will use its existing onshore depreciationrate of 1.22% for the facilities proposed herein.

Exhibit P Tariff and Rates

Pro forma tariff records setting forth the proposed initialincremental recourse rates for the TEAM 2014 Project facilitiesare included herewith. In addition, Exhibit P includes the supportschedules for the derivation of such initial recourse rates.

Exhibit T Related Applications

Three of the six 1,100 HP reciprocating gas compressor unitsproposed for abandonment at the Delmont Compressor Stationwere certificated in Docket No. G-2341. The additional three1,100 HP reciprocating gas compressor units proposed forabandonment at the Delmont Compressor Station werecertificated in Docket No. G-9787. The 18,500 HP gas turbinecompressor unit proposed for abandonment at the DelmontCompressor Station was certificated in Docket No. CP81-4.

Exhibit U Contracts and Other Agreements

Omitted. No contracts or other agreements pertain to theabandonment of the facilities proposed herein.

Exhibit V Flow Diagram After Abandonment

Omitted. This exhibit is provided as part of Exhibits G throughG-II, which are attached hereto in Volume IV and marked“Contains Critical Energy Infrastructure Information—Do NotRelease.”

Exhibit W Impact on Customers

Omitted. No service to customers will be terminated by theabandonment of facilities proposed herein.

Exhibit X Effect on Existing Tariffs

Omitted. No effect upon any of Texas Eastern’s rate schedules ortariffs on file with the Commission will occur from granting the

39

proposed abandonment.

Exhibit Y Accounting Treatment of Abandonment

Attached.

Exhibit Z Location of Facilities

Omitted. This information is included as Exhibit F.

Exhibit Z-1 Open Season Notice (Exhibit Z-1(a)), Reverse Open SeasonNotice (Exhibit Z-1(b)), and related diagrams referenced inSection IV.B (Exhibit Z-1(c) and (d)).

Exhibit Z-2 Incremental Fuel and Electric Power Derivation

Exhibit Z-3 Flow diagrams representing the alternatives discussed in SectionIV.C and IV.D.2 and in Resource Report 10, including theassociated costs for each alternative design, are attached hereto aspart of Volume IV and marked “Contains Critical EnergyInfrastructure Information—Do Not Release.”

Exhibit Z-4 Draft Environmental Assessment

Exhibit Z-5 Matrix of information in the Resource Reports reflectingCommission Staff’s comments in Docket No. PF12-19.

XI.Other

Texas Eastern requests that the Commission grant this Application in accordance

with the shortened procedures set forth in Rules 801 and 802 of the Commission’s Rules

of Practice and Procedure. Also, if the Commission utilizes the shortened procedures,

Texas Eastern requests that the intermediate decision procedure be omitted and waives

oral hearing and opportunity for filing exceptions.

Exhibits G through G-II and Exhibit Z-3, as well as parts of Exhibit F-I, are found

in Volume IV and contain Critical Energy Infrastructure Information regarding system

pressure and flow. Pursuant to Section 388.112 of the Commission’s regulations, Texas

Eastern hereby requests privileged treatment of these exhibits, which are marked as

“Contains Critical Energy Infrastructure Information—Do Not Release.” In addition,

40

Texas Eastern is marking Volume III as privileged because it contains cultural resource

location information and landowner information from Exhibit F-I, confidential

agreements representing market data from Exhibit I, and confidential hydraulic models

supporting Exhibits G through G-II.34 Texas Eastern requests privileged treatment for

this volume and has marked it “Contains Privileged Information—Do Not Release.”

Texas Eastern has also submitted herewith the Form of Notice of this Application.

XII.Summary of Authorizations Requested

WHEREFORE, Texas Eastern respectfully requests that for the reasons set forth

herein, the Commission review this Application and issue a final certificate of public

convenience and necessity approving the proposal as described herein without condition

or modification, and approving, authorizing and/or granting Texas Eastern:

(i) a certificate of public convenience and necessity to construct, install, own,

operate and maintain the facilities, as proposed herein, including an order

to abandon in place certain facilities;

(ii) authority to charge initial incremental recourse rates for firm service on

the TEAM 2014 Project facilities and existing system recourse rates for

interruptible service on such facilities; and

(iii) any waivers, authority, and further relief as may be necessary to

implement the proposal contained herein.

34 The hydraulic models supporting Exhibits G through G-II are available only in electronic form in WFPformat. These hydraulic model files should be treated as both Critical Energy Infrastructure Information(“CEII”) and privileged and confidential pursuant to Section 388.112 of the Commission’s regulationsbecause the files contain proprietary modeling information. 18 C.F.R. § 388.112 (2012). Accordingly,Texas Eastern is hereby providing the hydraulic models designated as both CEII and privileged andconfidential. Texas Eastern notes that the Commission’s eFiling system does not include the ability todesignate files as both CEII and privileged and confidential. Accordingly, Texas Eastern is marking thesehydraulic model files as privileged and confidential for eFiling purposes, but Texas Eastern requests bothCEII and privileged and confidential treatment for the files.

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Verification

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit C

Company Officials

Texas Eastern Transmission, LP

Uses Officers of its General Partner

Spectra Energy Transmission Services, LLC

EXHIBIT C

Spectra Energy Transmission Services, LLCAs General Partner to Texas Eastern Transmission, LP

Board of Managers:Theopolis HolemanJ. Patrick ReddyWilliam T. Yardley

Officers:William T. Yardley, PresidentBrian R. McKerlie, Vice President, Business Development, NortheastTransmissionJohn V. Adams, Vice President, Supply ChainGregory P. Bilinski, Vice President, Transmission ServicesGuy G. Buckley, Vice President and TreasurerFrederick S. (Steve) Bush, Vice President and ControllerAllen C. Capps, Vice PresidentStephen W. Craft, Vice PresidentJ. Andrew Drake, Vice President, Asset IntegrityTina V. Faraca, Vice President, Engineering and ConstructionRichard J. Kruse, Jr., Vice President, Regulatory and FERC Compliance OfficerJohn Thomas McCraw, Vice PresidentAllison McHenry, Assistant SecretaryJames M. Pruett, Vice PresidentPatricia M. Rice, Vice President and SecretaryDavid A. Shammo, Vice PresidentW. L. Whaley, Jr., Vice President, Gas ControlPaul K. Haralson, Assistant TreasurerThomas V. Wooden, Vice President, Field OperationsFulkra J. Mason, Vice President, Environmental, Health and SafetyJohn Bremner, Vice President, US Storage & Southeast Business DevelopmentGregg E. McBride, Vice President, Rates & CertificatesRichard Paglia, Vice President, Marketing

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit D

Subsidiaries and Affiliates

Texas Eastern Transmission, LP

Exhibit DSubsidiaries and Affiliates

Texas Eastern Transmission, LP is owned by:Spectra Energy Transmission Resources, LLC 99.00 %Spectra Energy Transmission Services, LLC 1.00 %, General Partner

Texas Eastern Transmission, LP owns:Texas Eastern Communications, Inc. 100.00 %Texas Eastern Terminal Company 100.00 %Spectra Energy Southeast Services, LLC 100.00 %

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit F

Location of Facilities

Texas Eastern Transmission, LPTEAM 2014 Project 7(b) and 7(c) Application ‐ Exhibit F ‐ Location of Facilities

Hunterdon County, NJ

Richmond County, NY

Multiple Receipts in:Greene/Fayette Counties PA &

Bi‐directional flow modificationsDelivery pointReceipt pointExisting TETLP system

Warren County, OH

Greene/Fayette Counties, PA &Marshall County, WV

Existing TETLP systemExisting station HP upgrades / additionsNew loop installationExisting station

Copiah County, MS

Acadia Parish, LA

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit F-I

Environmental Report

Enclosed under separate cover

in Volumes II - IV

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibits G through G-II

Flow Diagram Data

Enclosed under separate cover in Volume IV,

with confidential information removed to Volume III.

This information has been marked Contains Critical Energy Infrastructure Information—Do Not Release

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit I

Market Data

Enclosed herewith under seal in Volume III and marked

“Contains Privileged Information—Do Not Release”

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit J

Federal Authorizations

FEDERAL AUTHORIZATIONS

AGENCY PERMIT/APPROVAL SUBMISSION STATUS ANTICIPATED DATE OF RECEIPT

FEDERAL

FEDERAL ENERGY REGULATORY COMMISSION

SECTION 7(C) CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

SUBMITTED FEBRUARY 2013

11/21/13

U.S. ARMY CORPS OF ENGINEERS - PITTSBURGH DISTRICT

CLEAN WATER ACT, SECTION 404 PERMIT

ANTICIPATED SUBMITTAL IN MARCH 2013

12/1/13

U.S. ARMY CORPS OF ENGINEERS - BALTIMORE DISTRICT

CLEAN WATER ACT, SECTION 404 PERMIT

ANTICIPATED SUBMITTAL IN MARCH 2013

12/1/13

U.S. ARMY CORPS OF ENGINEERS - PHILADELPHIA DISTRICT

CLEAN WATER ACT, SECTION 404 PERMIT

ANTICIPATED SUBMITTAL IN MARCH 2013

12/1/13

U.S. ARMY CORPS OF ENGINEERS - VICKSBURG DISTRICT

CLEAN WATER ACT, SECTION 404 PERMIT

ANTICIPATED SUBMITTAL IN MARCH 2013

12/1/13

U.S. FISH AND WILDLIFE SERVICE (PENNSYLVANIA FIELD OFFICE)

ENDANGERED SPECIES ACT, SECTION 7 CONSULTATION

INITIAL CONSULTATION LETTER SUBMITTED MARCH 30, 2012; CONSULTATION ONGOING

8/31/2013

U.S. FISH AND WILDLIFE SERVICE (MISSISSIPPI FIELD OFFICE)

ENDANGERED SPECIES ACT, SECTION 7 CONSULTATION

INITIAL CONSULTATION LETTER SUBMITTED SEPTEMBER 28, 2012; CONSULTATION ONGOING

5/1/2013

U.S. DEPARTMENT OF COMMERCE NATIONAL OCEANIC AND ATMOSPHERIC ADMINISTRATION NATIONAL MARINE FISHERIES SERVICE (NMFS)

ENDANGERED SPECIES ACT, SECTION 7 CONSULTATION

INITIAL CONSULTATION LETTER SUBMITTED MARCH 30, 2012

RECEIVED 4/12/12

PENNSYLVANIA STATE HISTORIC PRESERVATION OFFICE

NATIONAL HISTORIC PRESERVATION ACT, SECTION 106 CONSULTATION

INITIAL CONSULTATION LETTER SUBMITTED APRIL 10, 2012; TECHNICAL REPORT TO BE SUBMITTED IN FEBRUARY 2013

11/1/13

MISSISSIPPI STATE HISTORIC PRESERVATION OFFICE

NATIONAL HISTORIC PRESERVATION ACT, SECTION 106 CONSULTATION

INITIAL CONSULTATION SUBMITTED JANUARY 16, 2013; TECHNICAL REPORT TO BE SUBMITTED IN FEBRUARY 2013

5/1/13

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit K

Cost of Facilities

EXHIBIT K1 OF 42

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014

COST BASIS OF FACILITY ESTIMATES

The costs contained in this Exhibit K comprise a detailed estimate of the construction expenditures for the facilities proposedin this filing.

The cost estimates for all facilities are based on current dollars.

Prices of major equipment items are based on direct contact with selected manufacturers, while minor prices are from recentexperience and manufactures' catalogue information.

Each facility estimate includes contingency reflecting the possible extent that actual costs may exceed the direct estimatedvalues due to unanticipated elements of cost and changes in design.

Escalation is a calculation of all costs except Engineering, Labor, A&G and AFUDC.

EXHIBIT K2 OF 42

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014

DESCRIPTION TOTAL

Compression $263,804,789

Pipeline $212,005,565

M & R $4,904,216

AFUDC $27,265,937

SUB TOTAL $507,980,507

Escalation $11,756,131

PROJECT TOTAL $519,736,638

EXHIBIT K3 OF 42

SUMMARY COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014

ITEM DESCRIPTIONCOMPRESSION PIPELINE M & R TOTAL

132 RIGHT OF WAY $136,000 $10,640,729 $0 $10,776,729

133 RIGHT OF WAY DAMAGES $110,000 $1,880,641 $0 $1,990,641

134 SURVEYS $1,628,424 $6,679,923 $0 $8,308,347

135 MATERIALS $116,555,130 $30,009,501 $1,301,251 $147,865,882

136 LABOR $65,345,589 $103,012,385 $1,937,002 $170,294,976

137 ENGINEERING & INSPECTION $29,098,651 $15,070,351 $283,460 $44,452,462

144 OVERHEAD $24,557,351 $18,323,097 $772,768 $43,653,216

145 AFUDC $14,896,040 $12,087,860 $282,037 $27,265,937

146 CONTINGENCY $22,783,198 $22,833,588 $609,735 $46,226,521

147 LEGAL FEES $225,000 $952,094 $0 $1,177,094

148 OTHER SERVICES $3,365,446 $2,603,256 $0 $5,968,702

SUB TOTAL $278,700,829 $224,093,425 $5,186,253 $507,980,507

Escalation $5,584,166 $5,989,874 $182,091 $11,756,131

TOTAL PROJECT $284,284,995 $230,083,299 $5,368,344 $519,736,638

EXHIBIT K4 OF 42

NAME; TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014

DESCRIPTION TOTAL

Compression Facilities $284,284,995Pipeline Facilities $230,083,299Meter Station Facilities $5,368,344

PROJECT TOTAL $519,736,638

SUMMARY COST OF FACILITIES

EXHIBIT K5 OF 42

NAME; TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014

DESCRIPTION TOTAL

Holbrook Discharge Pipeline $42,650,756Bernville Discharge Pipeline $44,546,418Grantville Discharge Pipeline $44,788,969Perulack Discharge Pipeline $49,072,066Shermansdale Discharge Pipeline $43,547,619Launcher/Receiver Modifications - KY $1,076,030Launcher/Receiver Modifications - MS $1,740,434Launcher/Receiver Modifications - OH $973,914Launcher/Receiver Modifications - WV $181,632Launcher/Receiver Modifications - PA $436,916Launcher/Receiver Modifications - TN $894,548Launcher/Receiver Modifications - AL $173,997Armagh Compressor Sta. HP Addition $56,994,115Delmont Compressor Sta. HP Addition $100,942,093Delmont Compressor Sta. Retirement $1,052,897Entriken Compressor Sta. HP Addition $62,705,694Uniontown Compressor Sta. Upgrade $19,064,806Wheelersburg Compressor Sta. Upgrade $4,819,434Athens Compressor Sta. Upgrade $924,990Barton Compressor Sta. Upgrade $1,892,661Berne Compressor Sta. Upgrade $6,161,942Clinton Compressor Sta. Upgrade $944,156Danville Compressor Sta. Upgrade $3,267,711Egypt Compressor Sta. Upgrade $2,579,437Five Points Compressor Sta. Upgrade $889,750Gladeville Compressor Sta. Upgrade $846,681Holbrook Compressor Sta. Upgrade $1,021,964Kosciusko Compressor Sta. Upgrade $13,192,087Mt. Pleasant Compressor Sta. Upgrade $1,566,931Owingsville Compressor Sta. Upgrade $846,681Somerset Compressor Sta. Upgrade $842,236Summerfield Compressor Sta. Upgrade $2,882,048Tomkinsville Compressor Sta. Upgrade $846,681Chromatograph Installation - KY $1,493,139Chromatograph Installation - OH $959,273Chromatograph Installation - TN $2,169,364Chromatograph Installation - MS $746,568

PROJECT TOTAL $519,736,638

SUMMARY COST OF FACILITIES

EXHIBIT K6 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Holbrook Discharge Pipeline

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $1,962,236

133 RIGHT OF WAY DAMAGES $280,077

134 SURVEYS $1,253,458

135 MATERIALS $5,816,022

136 LABOR $18,716,125

137 ENGINEERING & INSPECTION $3,056,237

144 OVERHEAD $3,356,470

145 AFUDC $2,240,737

146 CONTINGENCY $4,217,770

147 LEGAL FEES $172,623

148 OTHER SERVICES $476,856

SUBTOTAL $41,548,611

Escalation 3.05% $1,102,145

PROJECT TOTAL $42,650,756

EXHIBIT K7 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Bernville Discharge Pipeline

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $2,442,443

133 RIGHT OF WAY DAMAGES $727,255

134 SURVEYS $1,207,803

135 MATERIALS $5,799,872

136 LABOR $19,752,386

137 ENGINEERING & INSPECTION $2,555,011

144 OVERHEAD $3,458,677

145 AFUDC $2,340,329

146 CONTINGENCY $4,405,233

147 LEGAL FEES $231,268

148 OTHER SERVICES $475,010

SUBTOTAL $43,395,287

Escalation 3.05% $1,151,131

PROJECT TOTAL $44,546,418

EXHIBIT K8 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Grantville Discharge Pipeline

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $2,027,376

133 RIGHT OF WAY DAMAGES $347,182

134 SURVEYS $1,304,306

135 MATERIALS $5,947,902

136 LABOR $20,596,350

137 ENGINEERING & INSPECTION $2,269,911

144 OVERHEAD $3,508,947

145 AFUDC $2,353,072

146 CONTINGENCY $4,429,219

147 LEGAL FEES $187,019

148 OTHER SERVICES $660,286

SUBTOTAL $43,631,570

Escalation 3.05% $1,157,399

PROJECT TOTAL $44,788,969

EXHIBIT K9 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Perulack Discharge Pipeline

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $2,242,483

133 RIGHT OF WAY DAMAGES $272,218

134 SURVEYS $1,459,706

135 MATERIALS $6,465,914

136 LABOR $22,022,266

137 ENGINEERING & INSPECTION $3,375,658

144 OVERHEAD $3,855,132

145 AFUDC $2,578,092

146 CONTINGENCY $4,852,778

147 LEGAL FEES $191,517

148 OTHER SERVICES $488,222

SUBTOTAL $47,803,986

Escalation 3.05% $1,268,080

PROJECT TOTAL $49,072,066

EXHIBIT K10 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Shermansdale Discharge Pipeline

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $1,966,191

133 RIGHT OF WAY DAMAGES $253,909

134 SURVEYS $1,255,890

135 MATERIALS $5,677,095

136 LABOR $19,709,928

137 ENGINEERING & INSPECTION $2,860,838

144 OVERHEAD $3,431,582

145 AFUDC $2,287,855

146 CONTINGENCY $4,306,461

147 LEGAL FEES $169,667

148 OTHER SERVICES $502,882

SUBTOTAL $42,422,298

Escalation 3.05% $1,125,321

PROJECT TOTAL $43,547,619

EXHIBIT K11 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Launcher/Receiver Modifications - KY

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $42,900

135 MATERIALS $62,596

136 LABOR $473,936

137 ENGINEERING & INSPECTION $131,660

144 OVERHEAD $149,692

145 AFUDC $56,532

146 CONTINGENCY $122,215

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $1,039,531

Escalation 4.04% $36,499

PROJECT TOTAL $1,076,030

EXHIBIT K12 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Launcher/Receiver Modifications - MS

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $61,480

135 MATERIALS $82,174

136 LABOR $589,585

137 ENGINEERING & INSPECTION $451,839

144 OVERHEAD $207,205

145 AFUDC $91,438

146 CONTINGENCY $197,677

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $1,681,398

Escalation 4.04% $59,036

PROJECT TOTAL $1,740,434

EXHIBIT K13 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Launcher/Receiver Modifications - OH

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $34,320

135 MATERIALS $53,354

136 LABOR $421,019

137 ENGINEERING & INSPECTION $144,985

144 OVERHEAD $125,415

145 AFUDC $51,170

146 CONTINGENCY $110,615

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $940,878

Escalation 4.04% $33,036

PROJECT TOTAL $973,914

EXHIBIT K14 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Launcher/Receiver Modifications - WV

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $8,580

135 MATERIALS $9,607

136 LABOR $76,674

137 ENGINEERING & INSPECTION $26,280

144 OVERHEAD $24,158

145 AFUDC $9,542

146 CONTINGENCY $20,630

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $175,471

Escalation 4.04% $6,161

PROJECT TOTAL $181,632

EXHIBIT K15 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Launcher/Receiver Modifications - PA

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $17,160

135 MATERIALS $26,679

136 LABOR $192,162

137 ENGINEERING & INSPECTION $52,692

144 OVERHEAD $60,824

145 AFUDC $22,954

146 CONTINGENCY $49,625

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $422,096

Escalation 4.04% $14,820

PROJECT TOTAL $436,916

EXHIBIT K16 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Launcher/Receiver Modifications - TN

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $34,320

135 MATERIALS $51,214

136 LABOR $384,325

137 ENGINEERING & INSPECTION $125,144

144 OVERHEAD $120,601

145 AFUDC $46,998

146 CONTINGENCY $101,602

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $864,204

Escalation 4.04% $30,344

PROJECT TOTAL $894,548

EXHIBIT K17 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Launcher/Receiver Modifications - AL

ITEM DESCRIPTION PIPELINE

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $0

135 MATERIALS $17,072

136 LABOR $77,629

137 ENGINEERING & INSPECTION $20,096

144 OVERHEAD $24,394

145 AFUDC $9,141

146 CONTINGENCY $19,763

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $168,095

Escalation 4.04% $5,902

PROJECT TOTAL $173,997

EXHIBIT K18 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Armagh Compressor Sta. HP Addition

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $22,000

133 RIGHT OF WAY DAMAGES $25,000

134 SURVEYS $277,250

135 MATERIALS $23,740,030

136 LABOR $14,900,726

137 ENGINEERING & INSPECTION $4,847,773

144 OVERHEAD $4,695,501

145 AFUDC $2,994,292

146 CONTINGENCY $4,125,111

147 LEGAL FEES $75,000

148 OTHER SERVICES $282,055

SUBTOTAL $55,984,738

Escalation 2.07% $1,009,377

PROJECT TOTAL $56,994,115

EXHIBIT K19 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Delmont Compressor Sta. HP Addition

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $22,000

133 RIGHT OF WAY DAMAGES $25,000

134 SURVEYS $229,250

135 MATERIALS $45,509,999

136 LABOR $21,144,291

137 ENGINEERING & INSPECTION $10,172,323

144 OVERHEAD $8,521,920

145 AFUDC $5,358,496

146 CONTINGENCY $6,725,166

147 LEGAL FEES $75,000

148 OTHER SERVICES $1,334,555

SUBTOTAL $99,118,000

Escalation 2.09% $1,824,093

PROJECT TOTAL $100,942,093

EXHIBIT K20 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Delmont Compressor Sta. Retirement

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $0

135 MATERIALS $0

136 LABOR $452,961

137 ENGINEERING & INSPECTION $0

144 OVERHEAD $491,710

145 AFUDC $0

146 CONTINGENCY $85,658

147 LEGAL FEES $0

148 OTHER SERVICES $1,751

SUBTOTAL $1,032,080

Escalation 2.09% $20,817

PROJECT TOTAL $1,052,897

EXHIBIT K21 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Entriken Compressor Sta. HP Addition

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $22,000

133 RIGHT OF WAY DAMAGES $25,000

134 SURVEYS $292,250

135 MATERIALS $28,320,797

136 LABOR $15,104,379

137 ENGINEERING & INSPECTION $4,495,125

144 OVERHEAD $5,094,632

145 AFUDC $3,294,360

146 CONTINGENCY $4,538,504

147 LEGAL FEES $75,000

148 OTHER SERVICES $333,117

SUBTOTAL $61,595,164

Escalation 2.07% $1,110,530

PROJECT TOTAL $62,705,694

EXHIBIT K22 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Uniontown Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $22,000

133 RIGHT OF WAY DAMAGES $25,000

134 SURVEYS $199,250

135 MATERIALS $10,448,951

136 LABOR $2,940,480

137 ENGINEERING & INSPECTION $1,189,138

144 OVERHEAD $1,500,871

145 AFUDC $1,001,605

146 CONTINGENCY $1,379,870

147 LEGAL FEES $0

148 OTHER SERVICES $20,000

SUBTOTAL $18,727,165

Escalation 2.07% $337,641

PROJECT TOTAL $19,064,806

EXHIBIT K23 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Wheelersburg Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $42,000

135 MATERIALS $762,751

136 LABOR $1,429,505

137 ENGINEERING & INSPECTION $948,513

144 OVERHEAD $473,471

145 AFUDC $253,198

146 CONTINGENCY $693,995

147 LEGAL FEES $0

148 OTHER SERVICES $52,527

SUBTOTAL $4,655,960

Escalation 4.04% $163,474

PROJECT TOTAL $4,819,434

EXHIBIT K24 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Athens Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $15,000

135 MATERIALS $40,020

136 LABOR $205,957

137 ENGINEERING & INSPECTION $345,837

144 OVERHEAD $105,007

145 AFUDC $48,596

146 CONTINGENCY $133,198

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $893,615

Escalation 4.04% $31,375

PROJECT TOTAL $924,990

EXHIBIT K25 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Barton Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $30,000

135 MATERIALS $53,606

136 LABOR $439,612

137 ENGINEERING & INSPECTION $491,656

144 OVERHEAD $237,543

145 AFUDC $99,435

146 CONTINGENCY $272,542

147 LEGAL FEES $0

148 OTHER SERVICES $204,069

SUBTOTAL $1,828,463

Escalation 4.04% $64,198

PROJECT TOTAL $1,892,661

EXHIBIT K26 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Berne Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $112,131

135 MATERIALS $1,222,174

136 LABOR $1,626,046

137 ENGINEERING & INSPECTION $1,064,990

144 OVERHEAD $671,430

145 AFUDC $323,729

146 CONTINGENCY $733,087

147 LEGAL FEES $0

148 OTHER SERVICES $291,084

SUBTOTAL $6,044,671

Escalation 4.04% $117,271

PROJECT TOTAL $6,161,942

EXHIBIT K27 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Clinton Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $15,000

135 MATERIALS $40,020

136 LABOR $249,041

137 ENGINEERING & INSPECTION $316,137

144 OVERHEAD $106,372

145 AFUDC $49,603

146 CONTINGENCY $135,958

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $912,131

Escalation 4.04% $32,025

PROJECT TOTAL $944,156

EXHIBIT K28 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Danville Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $18,100

135 MATERIALS $813,777

136 LABOR $923,182

137 ENGINEERING & INSPECTION $473,877

144 OVERHEAD $285,712

145 AFUDC $171,675

146 CONTINGENCY $470,548

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $3,156,871

Escalation 4.04% $110,840

PROJECT TOTAL $3,267,711

EXHIBIT K29 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Egypt Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $22,000

135 MATERIALS $429,518

136 LABOR $830,556

137 ENGINEERING & INSPECTION $424,174

144 OVERHEAD $233,040

145 AFUDC $96,113

146 CONTINGENCY $263,438

147 LEGAL FEES $0

148 OTHER SERVICES $218,544

SUBTOTAL $2,517,383

Escalation 4.04% $62,054

PROJECT TOTAL $2,579,437

EXHIBIT K30 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Five Points Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $92,531

135 MATERIALS $55,070

136 LABOR $147,664

137 ENGINEERING & INSPECTION $325,251

144 OVERHEAD $76,637

145 AFUDC $46,744

146 CONTINGENCY $130,614

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $874,511

Escalation 4.04% $15,239

PROJECT TOTAL $889,750

EXHIBIT K31 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Gladeville Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $5,000

135 MATERIALS $40,020

136 LABOR $249,040

137 ENGINEERING & INSPECTION $258,068

144 OVERHEAD $99,430

145 AFUDC $44,483

146 CONTINGENCY $121,921

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $817,962

Escalation 4.04% $28,719

PROJECT TOTAL $846,681

EXHIBIT K32 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Holbrook Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $15,000

135 MATERIALS $40,020

136 LABOR $249,040

137 ENGINEERING & INSPECTION $370,474

144 OVERHEAD $111,912

145 AFUDC $53,691

146 CONTINGENCY $147,162

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $987,299

Escalation 4.04% $34,665

PROJECT TOTAL $1,021,964

EXHIBIT K33 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Kosciusko Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $48,000

133 RIGHT OF WAY DAMAGES $10,000

134 SURVEYS $64,000

135 MATERIALS $4,134,069

136 LABOR $2,991,954

137 ENGINEERING & INSPECTION $1,359,001

144 OVERHEAD $1,132,288

145 AFUDC $693,071

146 CONTINGENCY $1,899,654

147 LEGAL FEES $0

148 OTHER SERVICES $412,579

SUBTOTAL $12,744,616

Escalation 4.04% $447,471

PROJECT TOTAL $13,192,087

EXHIBIT K34 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Mt. Pleasant Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $10,600

135 MATERIALS $55,659

136 LABOR $442,263

137 ENGINEERING & INSPECTION $267,787

144 OVERHEAD $214,348

145 AFUDC $82,321

146 CONTINGENCY $225,638

147 LEGAL FEES $0

148 OTHER SERVICES $215,165

SUBTOTAL $1,513,781

Escalation 4.04% $53,150

PROJECT TOTAL $1,566,931

EXHIBIT K35 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Owingsville Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $5,000

135 MATERIALS $40,020

136 LABOR $249,040

137 ENGINEERING & INSPECTION $258,068

144 OVERHEAD $99,430

145 AFUDC $44,483

146 CONTINGENCY $121,921

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $817,962

Escalation 4.04% $28,719

PROJECT TOTAL $846,681

EXHIBIT K36 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Somerset Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $97,531

135 MATERIALS $12,675

136 LABOR $67,808

137 ENGINEERING & INSPECTION $406,132

144 OVERHEAD $75,777

145 AFUDC $44,249

146 CONTINGENCY $123,638

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $827,810

Escalation 4.04% $14,426

PROJECT TOTAL $842,236

EXHIBIT K37 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Summerfield Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $81,531

135 MATERIALS $755,934

136 LABOR $453,004

137 ENGINEERING & INSPECTION $826,259

144 OVERHEAD $230,890

145 AFUDC $151,413

146 CONTINGENCY $333,654

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $2,832,685

Escalation 4.04% $49,363

PROJECT TOTAL $2,882,048

EXHIBIT K38 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Tomkinsville Compressor Sta. Upgrade

ITEM DESCRIPTION COMPRESSION

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $5,000

135 MATERIALS $40,020

136 LABOR $249,040

137 ENGINEERING & INSPECTION $258,068

144 OVERHEAD $99,430

145 AFUDC $44,483

146 CONTINGENCY $121,921

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $817,962

Escalation 4.04% $28,719

PROJECT TOTAL $846,681

EXHIBIT K39 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Chromatograph Installation - KY

ITEM DESCRIPTION M & R

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $0

135 MATERIALS $365,447

136 LABOR $540,342

137 ENGINEERING & INSPECTION $70,824

144 OVERHEAD $217,844

145 AFUDC $78,445

146 CONTINGENCY $169,591

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $1,442,493

Escalation 4.04% $50,646

PROJECT TOTAL $1,493,139

EXHIBIT K40 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Chromatograph Installation - OH

ITEM DESCRIPTION M & R

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $0

135 MATERIALS $260,382

136 LABOR $325,476

137 ENGINEERING & INSPECTION $39,770

144 OVERHEAD $141,756

145 AFUDC $50,398

146 CONTINGENCY $108,953

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $926,735

Escalation 4.04% $32,538

PROJECT TOTAL $959,273

EXHIBIT K41 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Chromatograph Installation - TN

ITEM DESCRIPTION M & R

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $0

135 MATERIALS $492,699

136 LABOR $801,013

137 ENGINEERING & INSPECTION $137,454

144 OVERHEAD $304,246

145 AFUDC $113,972

146 CONTINGENCY $246,396

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $2,095,780

Escalation 4.04% $73,584

PROJECT TOTAL $2,169,364

EXHIBIT K42 OF 42

COST OF FACILITIES

NAME: TEXAS EASTERN TRANSMISSION LPDOCKET NO.:PROJECT: TEAM 2014PROJECT YEAR: 2014FACILITY: Chromatograph Installation - MS

ITEM DESCRIPTION M & R

132 RIGHT OF WAY $0

133 RIGHT OF WAY DAMAGES $0

134 SURVEYS $0

135 MATERIALS $182,723

136 LABOR $270,171

137 ENGINEERING & INSPECTION $35,412

144 OVERHEAD $108,922

145 AFUDC $39,222

146 CONTINGENCY $84,795

147 LEGAL FEES $0

148 OTHER SERVICES $0

SUBTOTAL $721,245

Escalation 4.04% $25,323

PROJECT TOTAL $746,568

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit P

Tariff and Rates

Texas Eastern Transmission, LP Docket No. CP13-____ Exhibit P

TEAM 2014 Project

Cost of Service & Rates

Table of Contents Schedule Explanatory Notes 1 Cost of Service and Rate Design 2 Operation and Maintenance Expenses 3 Depreciation Expenses and Other Taxes 4 Rate Base and Return 5 Federal and State Income Taxes 6 Rate of Return 7

Tariff 8

Texas Eastern Transmission, LP Docket No. CP13-____ Exhibit P Schedule 1

Explanatory Notes

Rate Derivation

As shown on Schedule 2 herein, the rates proposed for firm service under the TEAM 2014 Project are 100% reservation rates, based on the incremental cost of service developed on Schedules 2 through 7 of this Exhibit P. Texas Eastern has utilized the expansion capacity of 600,000 Dth/d as the volume determinant to develop the incremental TEAM 2014 rates.

No existing system costs have been assigned to these rates and none of the

incremental cost of service of the new facilities is proposed to be included in Texas Eastern’s system rates.

Cost of Service The rate of return and other factors used in this Exhibit P were derived from

Texas Eastern’s cost of service settlement, as amended in Docket Nos. RP98-198-000, et al., and approved by letter order issued on August 28, 1998.1 Additionally, the current federal income tax rate of 35% has been used. Texas Eastern proposes to use its existing onshore transmission depreciation rate of 1.22% for the TEAM 2014 facilities. The capital cost estimate used herein to calculate the TEAM 2014 Project incremental cost of service totals $519,736,638, as detailed in Exhibit K.

Texas Eastern proposes to recover fuel use and lost and unaccounted for fuel, as well as electric power costs associated with providing service on the TEAM 2014 facilities, through incremental Applicable Shrinkage Adjustment (“ASA”) percentages and incremental Electric Power Cost (“EPC”) rates. The incremental fuel derivation is shown on Exhibit Z-2. Consistent with the Commission’s incremental fuel methodology, Texas Eastern will track changes in fuel and electric power costs for this new incremental service on an incremental basis through its ASA mechanism set forth in Section 15.6 of its GT&C and through its EPC Adjustment mechanism set forth in Section 15.1 of its GT&C. Texas Eastern will adjust its periodic tracker mechanisms to

1 Texas Eastern Transmission Corp., 84 FERC ¶ 61,200 (1998).

ensure that existing customers do not subsidize the costs resulting from this new incremental service.

Tariff Records

This Exhibit P includes a pro forma updated tariff section for Rate Schedule FT-1, Statement of Rates, to reflect the proposed incremental rates for the TEAM 2014 Project. The redlined tariff section highlights all changes to the currently effective tariff section. To the extent other changes to this tariff section become effective prior to placing TEAM 2014 into service, Texas Eastern will include those changes when filing to place this tariff section into effect.

Docket No. CP13-___Exhibit PSchedule 2

Texas Eastern Transmission, LPTEAM 2014 ProjectCost of Service and Rate Design

(1) (2) (3) (4)Line No. Description 2014 2015 2016

1 Operation and Maintenance Expense $4,685,236 $4,919,497 $5,165,472

2 Depreciation Expense $6,340,787 $6,340,787 $6,340,787

3 Taxes Other than Income $1,767,715 $1,069,619 $1,080,969

4 Federal Income Taxes $20,822,695 $20,113,462 $19,268,847

5 State Income Taxes $3,150,223 $3,042,925 $2,915,145

6 Return $62,577,926 $60,431,923 $57,876,278

7 Total Cost of Service $99,344,582 $95,918,213 $92,647,498

8 Rate Derivation:9 Capacity (Dth/d) 600,000

10 Design Determinant 7,200,00011 Reservation Charge $13.798

12 Reservation Charge Adjustment $0.4536

13 Usage-2 and Volumetric Res. Charge $0.4536

14 Minimum Reservation Charge $0.030

Docket No. CP13-___Exhibit PSchedule 3

Texas Eastern Transmission, LPTEAM 2014 ProjectOperation and Maintenance Expenses

(1) (2) (3) (4)Line No. Account Title 2014 2015 2016

1 Operation:2 850 Supervision & Engr. -Labor $37,794 $39,684 $41,6683 850 Supervision & Engr. -M&O $75,588 $79,367 $83,3364 851 Sys.Control & Load Dis. -Labor $2,537 $2,664 $2,7975 851 Sys.Control & Load Dis. -M&O $5,075 $5,328 $5,5956 852 Communication Systems -Labor $9,192 $9,651 $10,1347 852 Communication Systems -M&O $18,383 $19,303 $20,2688 853 Compressor Stations -Labor $58,419 $61,340 $64,4079 853 Compressor Stations -M&O $116,839 $122,681 $128,815

10 855 Electric Power $3,043,108 $3,195,263 $3,355,02711 856 Mains -Labor $8,838 $9,280 $9,74412 856 Mains -M&O $17,675 $18,559 $19,48713 857 M & R Station Expense -Labor $0 $0 $014 857 M & R Station Expense -M&O $0 $0 $015 858 Transportation by Others $0 $0 $016 860 Rents -M & O $1,977 $2,076 $2,18017 Total Operation $3,395,425 $3,565,196 $3,743,45618 Maintenance:19 861 Supervision & Engr. -Labor $9,852 $10,345 $10,86220 861 Supervision & Engr. -M&O $19,705 $20,690 $21,72521 862 Structures & Improvements -Labor $3,501 $3,676 $3,86022 862 Structures & Improvements -M&O $7,003 $7,353 $7,72123 863 Mains -Labor $4,193 $4,402 $4,62224 863 Mains -M&O $8,385 $8,805 $9,24525 864 Compressor Stations -Labor $50,125 $52,631 $55,26326 864 Compressor Stations -M&O $100,250 $105,262 $110,52527 865 M & R Stations -Labor $0 $0 $028 865 M & R Stations -M&O $0 $0 $029 866 Communication Systems -Labor $774 $813 $85330 866 Communication Systems -M&O $1,548 $1,625 $1,70731 867 Other Equipment -Labor $716 $751 $78932 867 Other Equipment -M&O $1,431 $1,503 $1,57833 Total Maintenance $207,483 $217,857 $228,75034 Total Direct O&M $3,602,908 $3,783,053 $3,972,206

35 Administrative and General:36 Property Insurance @ 0.20% $1,039,473 $1,091,447 $1,146,01937 Pensions & Benefits @ 23.05% $42,855 $44,998 $47,24838 Total Administrative and General $1,082,328 $1,136,444 $1,193,267

39 Total Operation & Maintenance Expenses $4,685,236 $4,919,497 $5,165,472

Docket No. CP13-___Exhibit PSchedule 4

Texas Eastern Transmission, LPTEAM 2014 ProjectDepreciation Expense and Other Taxes

(1) (2) (3) (4)Line No. Description 2014 2015 2016

1 Depreciation Expense:2 Depreciable Plant $519,736,638 $519,736,638 $519,736,6383 Depreciation Rate 1.22% 1.22% 1.22%4 Depreciation Exp. $6,340,787 $6,340,787 $6,340,787

5 Taxes Other than Income:

6 Gross Plant:7 Pennslyvania $467,005,945 $467,005,945 $467,005,9458 Ohio $18,453,587 $18,453,587 $18,453,5879 Kentucky $7,530,242 $7,530,242 $7,530,242

10 Tennessee $5,477,524 $5,477,524 $5,477,52411 Alabama $2,066,658 $2,066,658 $2,066,65812 Mississippi $19,202,682 $19,202,682 $19,202,68213 Total Gross Plant $519,736,638 $519,736,638 $519,736,638

14 Ad Valorem Taxes:15 Pennslyvania 0.0000% $0 $0 $016 Ohio 4.8919% $902,731 $911,758 $920,87617 Kentucky 0.8518% $64,145 $64,786 $65,43418 Tennessee 1.4955% $81,914 $82,733 $83,56019 Alabama 0.8234% $17,017 $17,187 $17,35920 Mississippi 3.0660% $588,762 $594,649 $600,59621 Total Ad Valorem Taxes $1,654,568 $976,545 $986,310

22 Franchise Taxes:23 Pennslyvania 0.0163% $75,975 $76,735 $77,50224 Ohio 0.0000% $0 $0 $025 Kentucky 0.0000% $0 $0 $026 Tennessee 0.0986% $5,403 $5,457 $5,51227 Alabama 0.0000% $0 $0 $028 Mississippi 0.0844% $16,207 $16,369 $16,53329 Total Franchise Taxes $97,585 $76,735 $77,502

30 Payroll Taxes:31 Labor Cost $185,941 $195,238 $205,00032 Payroll Taxes 8.3690% $15,561 $16,339 $17,156

33 Total Taxes Other than Income34 (Lines 21, 29 & 32) $1,767,715 $1,069,619 $1,080,969

Docket No. CP13-___Exhibit PSchedule 5

Texas Eastern Transmission, LPTEAM 2014 ProjectRate Base and Return

(1) (2) (3) (4)Line No. Description 2014 2015 2016

1 Rate Base:2 Gas Plant in Service $519,736,638 $519,736,638 $519,736,6383 Accumulated Depreciation ($3,170,394) ($9,511,181) ($15,851,968)4 Net Plant $516,566,244 $510,225,457 $503,884,670

5 Working Capital: Materials & Supplies @ 0.5640% $2,931,315 $3,077,880 $3,231,774

6 Accum. Deferred Income Taxes ($3,603,689) ($15,101,172) ($29,983,073)7 Total Rate Base $515,893,870 $498,202,165 $477,133,372

8 Return @ 12.130% $62,577,926 $60,431,923 $57,876,278

Docket No. CP13-___Exhibit PSchedule 6

Texas Eastern Transmission, LPTEAM 2014 ProjectFederal and State Income Taxes

(1) (2) (3) (4)Line No. Description 2014 2015 2016

1 Return $62,577,926 $60,431,923 $57,876,278

2 Adjustments:3 Interest and Debt Expense ($24,169,628) ($23,340,771) ($22,353,698)4 Amortization of Equity AFUDC $262,421 $262,421 $262,4215 Total Adjustments ($23,907,207) ($23,078,350) ($22,091,277)

6 Net Taxable Income $38,670,719 $37,353,573 $35,785,001

7 Federal Income Tax @ 35.00% $20,822,695 $20,113,462 $19,268,847

8 Pre-FIT (Lines 6 and 7) $59,493,414 $57,467,035 $55,053,848

9 State Income Tax @ 5.03% $3,150,223 $3,042,925 $2,915,145

Docket No. CP13-___Exhibit PSchedule 7

Texas Eastern Transmission, LPTEAM 2014 ProjectRate of Return

(1) (2) (3) (4)Line Capitalization Component Return No. Description Ratios Cost Component

1 Long-Term Debt 41.35% 11.33% 4.685%

2 Preferred 0.49% 5.60% 0.027%

3 Equity 58.16% 12.75% 7.415%

4 Total 100.00% 12.130%

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 1 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 RESERVATION CHARGES Pursuant to Sections 3.2, 3.3, and 3.5 of Rate Schedule FT-1: FT-1 RESERVATION FT-1 RESERVATION CHARGE* CHARGE ADJUSTMENT $/dth $/dth ______________________________ ______________________________ ACCESS AREA MAXIMUM MINIMUM MAXIMUM MINIMUM STX-AAB 6.5800 0.0000 0.2163 0.0000 WLA-AAB 2.6010 0.0000 0.0855 0.0000 ELA-AAB 2.1510 0.0000 0.0707 0.0000 ETX-AAB 1.9650 0.0000 0.0646 0.0000 STX-STX 5.5110 0.0000 0.1812 0.0000 STX-WLA 5.6700 0.0000 0.1864 0.0000 STX-ELA 6.5880 0.0000 0.2166 0.0000 STX-ETX 6.5870 0.0000 0.2166 0.0000 WLA-WLA 1.8340 0.0000 0.0602 0.0000 WLA-ELA 2.6070 0.0000 0.0857 0.0000 WLA-ETX 2.6080 0.0000 0.0857 0.0000 ELA-ELA 2.1550 0.0000 0.0709 0.0000 ETX-ETX 1.9690 0.0000 0.0647 0.0000 ETX-ELA 2.1560 0.0000 0.0709 0.0000 MARKET AREA MAXIMUM MINIMUM MAXIMUM MINIMUM M1-M1 4.1720 0.0000 0.1372 0.0000 M1-M2 7.7510 0.0000 0.2548 0.0000 M1-M3 10.1930 0.0000 0.3351 0.0000 M2-M2 6.0120 0.0000 0.1977 0.0000 M2-M3 8.5930 0.0000 0.2825 0.0000 M3-M3 4.8760 0.0000 0.1603 0.0000 * Reservation Charge reflects a storage surcharge of: 0.0970

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 2 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 USAGE ZONE RATE CHARGES $/dth Pursuant to Sections 3.2 and 3.3 of Rate Schedule FT-1: STX WLA ELA ETX M1 M2 M3 USAGE-1 - MAXIMUM from STX 0.0103 0.0112 0.0170 0.0169 0.0341 0.0563 0.0717 from WLA 0.0112 0.0073 0.0123 0.0124 0.0295 0.0517 0.0671 from ELA 0.0170 0.0123 0.0111 0.0112 0.0283 0.0505 0.0659 from ETX 0.0169 0.0124 0.0112 0.0111 0.0283 0.0505 0.0659 from M1 0.0341 0.0295 0.0283 0.0283 0.0172 0.0394 0.0548 from M2 0.0563 0.0517 0.0505 0.0505 0.0394 0.0286 0.0440 from M3 0.0717 0.0671 0.0659 0.0659 0.0548 0.0440 0.0216 USAGE-1 - MINIMUM from STX 0.0061 0.0070 0.0127 0.0126 0.0256 0.0478 0.0632 from WLA 0.0070 0.0031 0.0080 0.0081 0.0210 0.0432 0.0586 from ELA 0.0127 0.0080 0.0068 0.0069 0.0198 0.0420 0.0574 from ETX 0.0126 0.0081 0.0069 0.0068 0.0198 0.0420 0.0574 from M1 0.0256 0.0210 0.0198 0.0198 0.0130 0.0352 0.0506 from M2 0.0478 0.0432 0.0420 0.0420 0.0352 0.0244 0.0398 from M3 0.0632 0.0586 0.0574 0.0574 0.0506 0.0398 0.0174 USAGE-1 - BACKHAUL MAXIMUM from STX 0.0103 from WLA 0.0112 0.0073 from ELA 0.0170 0.0123 0.0111 from ETX 0.0169 0.0124 0.0112 0.0111 from M1 0.0310 0.0264 0.0252 0.0252 0.0141 from M2 0.0513 0.0467 0.0455 0.0455 0.0344 0.0245 from M3 0.0653 0.0607 0.0595 0.0595 0.0484 0.0385 0.0181 USAGE-1 - BACKHAUL MINIMUM from STX 0.0061 from WLA 0.0070 0.0031 from ELA 0.0127 0.0080 0.0068 from ETX 0.0126 0.0081 0.0069 0.0068 from M1 0.0225 0.0179 0.0167 0.0167 0.0099 from M2 0.0428 0.0382 0.0370 0.0370 0.0302 0.0203 from M3 0.0568 0.0522 0.0510 0.0510 0.0442 0.0343 0.0139 USAGE-2 0.1148 0.1148 0.1148 0.1148 0.2692 0.4090 0.5047 ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 3 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 Pursuant to Section 3.14 of the General Terms and Conditions: FT-1 CAPACITY RELEASE RESERVATION CHARGE ADJUSTMENT/ CHARGES RESERVATION CHARGE* VOLUMETRIC RESERVATION CHARGE* $/dth $/dth ______________________________ ______________________________ NON- NON- ACCESS AREA MILEAGE MILEAGE TOTAL MILEAGE MILEAGE TOTAL STX-AAB 4.1500 2.4300 6.5800 0.1364 0.0799 0.2163 WLA-AAB 1.3100 1.2910 2.6010 0.0431 0.0424 0.0855 ELA-AAB 0.9140 1.2370 2.1510 0.0301 0.0406 0.0707 ETX-AAB 0.8310 1.1340 1.9650 0.0273 0.0373 0.0646 STX-STX 3.0790 2.4320 5.5110 0.1012 0.0800 0.1812 STX-WLA 3.2360 2.4340 5.6700 0.1064 0.0800 0.1864 STX-ELA 4.1510 2.4370 6.5880 0.1365 0.0801 0.2166 STX-ETX 4.1500 2.4370 6.5870 0.1364 0.0802 0.2166 WLA-WLA 0.3970 1.4370 1.8340 0.0131 0.0471 0.0602 WLA-ELA 1.3110 1.2960 2.6070 0.0431 0.0426 0.0857 WLA-ETX 1.3120 1.2960 2.6080 0.0431 0.0426 0.0857 ELA-ELA 0.9140 1.2410 2.1550 0.0301 0.0408 0.0709 ETX-ETX 0.8310 1.1380 1.9690 0.0273 0.0374 0.0647 ETX-ELA 0.9150 1.2410 2.1560 0.0301 0.0408 0.0709 MARKET AREA M1-M1 1.7340 2.4380 4.1720 0.0570 0.0802 0.1372 M1-M2 5.3100 2.4410 7.7510 0.1746 0.0802 0.2548 M1-M3 7.7500 2.4430 10.1930 0.2548 0.0803 0.3351 M2-M2 3.5740 2.4380 6.0120 0.1175 0.0802 0.1977 M2-M3 6.1530 2.4400 8.5930 0.2023 0.0802 0.2825 M3-M3 2.4400 2.4360 4.8760 0.0802 0.0801 0.1603 *Rates are exclusive of surcharges which can also be recovered.

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 4 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 Pursuant to Section 3.14 of the General Terms and Conditions: FT-1 CAPACITY RELEASE CHARGES $/DTH USAGE-1 RATE* STX WLA ELA ETX M1 M2 M3 MILEAGE from STX 0.0061 0.0070 0.0127 0.0126 0.0256 0.0478 0.0632 from WLA 0.0070 0.0036 0.0080 0.0081 0.0210 0.0432 0.0586 from ELA 0.0127 0.0080 0.0068 0.0069 0.0198 0.0420 0.0574 from ETX 0.0126 0.0081 0.0069 0.0068 0.0198 0.0420 0.0574 from M1 0.0256 0.0210 0.0198 0.0198 0.0130 0.0352 0.0506 from M2 0.0478 0.0432 0.0420 0.0420 0.0352 0.0244 0.0398 from M3 0.0632 0.0586 0.0574 0.0574 0.0506 0.0398 0.0174 NON-MILEAGE from STX 0.0042 0.0042 0.0043 0.0043 0.0085 0.0085 0.0085 from WLA 0.0042 0.0037 0.0043 0.0043 0.0085 0.0085 0.0085 from ELA 0.0043 0.0043 0.0043 0.0043 0.0085 0.0085 0.0085 from ETX 0.0043 0.0043 0.0043 0.0043 0.0085 0.0085 0.0085 from M1 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 from M2 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 from M3 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 TOTAL from STX 0.0103 0.0112 0.0170 0.0169 0.0341 0.0563 0.0717 from WLA 0.0112 0.0073 0.0123 0.0124 0.0295 0.0517 0.0671 from ELA 0.0170 0.0123 0.0111 0.0112 0.0283 0.0505 0.0659 from ETX 0.0169 0.0124 0.0112 0.0111 0.0283 0.0505 0.0659 from M1 0.0341 0.0295 0.0283 0.0283 0.0172 0.0394 0.0548 from M2 0.0563 0.0517 0.0505 0.0505 0.0394 0.0286 0.0440 from M3 0.0717 0.0671 0.0659 0.0659 0.0548 0.0440 0.0216 USAGE-1 BACKHAUL RATE* STX WLA ELA ETX M1 M2 M3 MILEAGE from STX 0.0061 from WLA 0.0070 0.0031 from ELA 0.0127 0.0080 0.0068 from ETX 0.0126 0.0081 0.0069 0.0068 from M1 0.0225 0.0179 0.0167 0.0167 0.0099 from M2 0.0428 0.0382 0.0370 0.0370 0.0302 0.0203 from M3 0.0568 0.0522 0.0510 0.0510 0.0442 0.0343 0.0139 NON-MILEAGE from STX 0.0042 from WLA 0.0042 0.0042 from ELA 0.0043 0.0043 0.0043 from ETX 0.0043 0.0043 0.0043 0.0043 from M1 0.0085 0.0085 0.0085 0.0085 0.0042 from M2 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 from M3 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 TOTAL from STX 0.0103 from WLA 0.0112 0.0073 from ELA 0.0170 0.0123 0.0111 from ETX 0.0169 0.0124 0.0112 0.0111 from M1 0.0310 0.0264 0.0252 0.0252 0.0141 from M2 0.0513 0.0467 0.0455 0.0455 0.0344 0.0245 from M3 0.0653 0.0607 0.0595 0.0595 0.0484 0.0385 0.0181 *Rates are exclusive of surcharges which can also be recovered.

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 5 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 INCREMENTAL FACILITY CHARGE INCREMENTAL FACILITY CHARGE $/dth PURSUANT TO SECTION 3.4 OF RATE SCHEDULE FT-1: Maximum Minimum To applicable customers converting from Rate Schedule FTS in Docket No. CP82-446: RESERVATION CHARGE 0.6600 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0217 0.0000 Customer dth Bay State Gas Company 4,235 Boston Gas Company d/b/a National Grid 21,394 Colonial Gas Company d/b/a National Grid 1,951 Connecticut Natural Gas Corporation 6,340 Town of Middleborough, Massachusetts 116 New Jersey Natural Gas Company 1,060 Northern Utilities, Inc. 965 Southern Connecticut Gas Company 4,922 Yankee Gas Services Company 6,066 To applicable customers converting from Rate Schedule FTS-4 in Docket No. CP87-4: RESERVATION CHARGE 3.0110 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0990 0.0000 Customer dth Brooklyn Union Gas Company d/b/a National Grid 27,500 KeySpan Gas East Corporation d/b/a National Grid 22,500 New Jersey Natural Gas Company 40,000 Pivotal Utility Holdings, Inc. 10,000 Public Service Electric & Gas Company 40,000 To applicable customers converting from Rate Schedule FTS-5 in Docket No. CP87-312:RESERVATION CHARGE 0.0000 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0000 0.0000 Customer dth Colonial Gas Company d/b/a National Grid 2,326 UGI Central Penn Gas, Inc. 4,000 Yankee Gas Services Company 125 To applicable customers converting from Rate Schedule FTS-7 in Docket No. CP80-170:RESERVATION CHARGE 0.0000 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0000 0.0000 Customer dth Connecticut Natural Gas Corporation 4,231 Yankee Gas Services Company 3,015 To applicable customers converting from Rate Schedule FTS-8 in Docket No. CP85-803:RESERVATION CHARGE 0.0000 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0000 0.0000 Customer dth Yankee Gas Services Company 39

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 6 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP00-404-000(Columbia Liberty Expansion): __________________________________________________ Customer dth ______________________________________ _______ Liberty Electric Power, LLC 84,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 4.4610 0.1180 USAGE-2 CHARGE 0.1467 RESERVATION CHARGE ADJUSTMENT 0.1467 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.1467 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 7 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Docket No. CP02-32, TIME Project: __________________________________________________ Customer dth ______________________________ ______ New Jersey Natural Gas Company 100,000 Maximum Minimum Rates Pursuant to Section 3.2 of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE 10.5510 0.0000 USAGE-2 CHARGE 0.3469 RESERVATION CHARGE ADJUSTMENT 0.3469 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.3469 0.0000 BASE UNIT ELECTRIC POWER COST 0.2917 ELECTRIC POWER COST ADJUSTMENT -0.5250 ADJUSTED ELECTRIC POWER COST -0.2333 ASA SURCHARGE -1.7781 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: In-Path 3.27% Out-of-Path 5.21% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 8 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2008: Docket No. CP06-115, TIME II Project: __________________________________________________ Customer dth ______________________________ ______ New Jersey Natural Gas Company 100,000 PSEG Power, LLC 50,000 Maximum Minimum Rates Pursuant to Section 3.2 of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE 19.9110 0.1110 USAGE-2 CHARGE 0.6545 RESERVATION CHARGE ADJUSTMENT 0.6545 0.0036 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.6545 0.0036 BASE UNIT ELECTRIC POWER COST 1.9722 ELECTRIC POWER COST ADJUSTMENT -2.6030 ADJUSTED ELECTRIC POWER COST -0.6308 ASA SURCHARGE -1.3586 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: In-Path 2.44% Out-of-Path 3.64% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 9 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP92-165 (North Carolina Project): ________________________________________________________ Customer dth ______________________________________ ______ Dominion Transmission, Inc. 30,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 6.5600 0.080 USAGE-2 CHARGE 0.2156 RESERVATION CHARGE ADJUSTMENT 0.2156 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.2156 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 10 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP94-654 (Riverside Storage Project): _____________________________________________ Customer dth ______________________________________ ______ PECO Energy Company 29,210 UGI Utilities, Inc. 4,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 10.4390 0.000 USAGE-2 CHARGE 0.3432 RESERVATION CHARGE ADJUSTMENT 0.3432 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.3432 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 11 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP95-76 and CP95-2 (Philadelphia Lateral Expansion): ____________________________________________________ Customer dth ______________________________________ ______ Grays Ferry Cogeneration Partnership 15,000 Sun Company, Inc. 15,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 1.9410 0.0000 USAGE-2 CHARGE 0.0638 RESERVATION CHARGE ADJUSTMENT 0.0638 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.0638 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 12 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP97-276 (1997 Line No. 1-A Expansion): __________________________________________________ Customer dth ______________________________________ ______ PECO Energy Company 93,000 Paulsboro Refining Company LLC 8,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 1.5830 0.0000 USAGE-2 CHARGE 0.0520 RESERVATION CHARGE ADJUSTMENT 0.0520 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.0520 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 13 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP99-621 (Ironwood Lateral): __________________________________________________ Customer dth ____________________________________ _______ PPL Energy Plus, LLC 120,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: Effective October 1 through April 30 RESERVATION CHARGE 0.6040 0.0000 USAGE-2 CHARGE 0.0199 RESERVATION CHARGE ADJUSTMENT 0.0199 0.0000 Effective May 1 through September 30 RESERVATION CHARGE 1.2690 0.0000 USAGE-2 CHARGE 0.0417 RESERVATION CHARGE ADJUSTMENT 0.0417 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: Effective October 1 through April 30 VOLUMETRIC RESERVATION CHARGE 0.0199 0.0000 Effective May 1 through September 30 VOLUMETRIC RESERVATION CHARGE 0.0417 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: October 1 through September 30 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 14 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP02-381 (M1 Expansion Project): Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 5.5500 0.0000 USAGE-2 CHARGE 0.1824 RESERVATION CHARGE ADJUSTMENT 0.1824 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.1824 0.0000 BASE UNIT ELECTRIC POWER COST 0.7921 ELECTRIC POWER COST ADJUSTMENT -1.6630 ADJUSTED ELECTRIC POWER COST -0.8709 APPLICABLE SHRINKAGE PERCENTAGE (LAUF) Effective Year Around: December 1 through November 30 0.40% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 15 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2010: Docket No. CP09-68-000, TIME III Project: ______________________________________ Customer dth ______________________________ ______ CenterPoint Energy Services, Inc. 25,000 PPL Energy Plus, LLC 30,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $21.7860 $0.0480 USAGE-1 CHARGE $-0.0099 USAGE-2 CHARGE $0.7064 RESERVATION CHARGE ADJUSTMENT $0.7163 $0.0016 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.7163 $0.0016 BASE UNIT ELECTRIC POWER COST 1.0597 ELECTRIC POWER COST ADJUSTMENT -1.4960 ADJUSTED ELECTRIC POWER COST -0.4363 ASA USAGE SURCHARGE -0.0099 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: 1.59% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 16 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2010: Docket No. CP09-68-000, TEMAX Project: ___________________________________ Customer dth ______________________________ ______ ConocoPhillips Company 395,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $18.9590 $0.0710 USAGE-1 CHARGE $-0.0001 USAGE-2 CHARGE $0.6232 RESERVATION CHARGE ADJUSTMENT $0.6233 $0.0023 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.6233 $0.0023 BASE UNIT ELECTRIC POWER COST 1.6032 ELECTRIC POWER COST ADJUSTMENT -1.0810 ADJUSTED ELECTRIC POWER COST 0.5222 ASA USAGE SURCHARGE -0.0001 APPLICABLE SHRINKAGE PERCENTAGES P RIMARY RECEIPT POINT TO A PRIMARY OR SECONDARY DELIVERY POINT IN M2 OR M3 December 1 through November 30: 1.15% SECONDARY RECEIPT POINT TO A PRIMARY OR SECONDARY DELIVERY POINT IN M2 OR M3 December 1 through March 31: 3.91% April 1 through November 30: 3.48% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 17 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth FIRM MARIETTA EXTENSION TRANSPORTATION SERVICE: _______________________________________________ Marietta Extension Charge applicable to all Customers contracted for firm transportation on the Marietta Extension with the exception of TEMAX and Time III, in addition to other applicable charges Maximum Minimum Rates Pursuant to Section 3.2(E&F) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $3.1240 $0.0000 USAGE-2 CHARGE $0.1027 RESERVATION CHARGE ADJUSTMENT $0.1027 $0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.1027 $0.0000 MARIETTA EXTENSION APPLICABLE SHRINKAGE PERCENTAGE (LAUF) _________________________________________________________ December 1 through November 30: 0.27% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 18 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2012: Docket No. CP11-67-001, TEAM 2012 Project: ______________________________________ Customer dth ______________________________ ______ Range Resources-Appalachia, LLC 150,000 Chesapeake Utilities Corporation 50,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $17.4990 $0.0270 USAGE-1 CHARGE $0.0000 USAGE-2 CHARGE $0.5753 RESERVATION CHARGE ADJUSTMENT $0.5753 $0.0010 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.5753 $0.0010 BASE UNIT ELECTRIC POWER COST 1.3677 ELECTRIC POWER COST ADJUSTMENT 0.0000 ADJUSTED ELECTRIC POWER COST 1.3677 ASA USAGE SURCHARGE 0.0000 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: 1.93% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 19 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2012: Docket No. CP11-508-000, Philadelphia Lateral Expansion Project: ______________________________________ Customer dth ______________________________ ______ Grays Ferry Cogeneration Partnership 20,000 Paulsboro Refining Company LLC 7,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $8.3910 $0.0000 USAGE-1 CHARGE $0.0000 USAGE-2 CHARGE $0.2759 RESERVATION CHARGE ADJUSTMENT $0.2759 $0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.2759 $0.0000 BASE UNIT ELECTRIC POWER COST 0.0467 ELECTRIC POWER COST ADJUSTMENT 0.0000 ADJUSTED ELECTRIC POWER COST 0.0467 APPLICABLE SHRINKAGE PERCENTAGE (LAUF) December 1 through November 30: 0.02% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

Texas Eastern Transmission, LP Part 4 - Statements of Rates FERC Gas Tariff 2. Rate Schedule FT-1 Eighth Revised Volume No. 1 Version 20.0.0 Page 20 of 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2014: Docket No. CP13-XXX-000, TEAM 2014 Project: ______________________________________ Customer dth ______________________________ ______

Chevron U.S.A. Inc. 300,000 EQT Energy, LLC 300,000

Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $13.7980 $0.0300 USAGE-1 CHARGE $0.0000 USAGE-2 CHARGE $0.4536 RESERVATION CHARGE ADJUSTMENT $0.4536 $0.0010 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.4536 $0.0010 BASE UNIT ELECTRIC POWER COST 0.4227 ELECTRIC POWER COST ADJUSTMENT 0.0000 ADJUSTED ELECTRIC POWER COST 0.4227 ASA USAGE SURCHARGE 0.0000 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: 1.67% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 1 of19 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 RESERVATION CHARGES Pursuant to Sections 3.2, 3.3, and 3.5 of Rate Schedule FT-1: FT-1 RESERVATION FT-1 RESERVATION CHARGE* CHARGE ADJUSTMENT $/dth $/dth ______________________________ ______________________________ ACCESS AREA MAXIMUM MINIMUM MAXIMUM MINIMUM STX-AAB 6.5800 0.0000 0.2163 0.0000 WLA-AAB 2.6010 0.0000 0.0855 0.0000 ELA-AAB 2.1510 0.0000 0.0707 0.0000 ETX-AAB 1.9650 0.0000 0.0646 0.0000 STX-STX 5.5110 0.0000 0.1812 0.0000 STX-WLA 5.6700 0.0000 0.1864 0.0000 STX-ELA 6.5880 0.0000 0.2166 0.0000 STX-ETX 6.5870 0.0000 0.2166 0.0000 WLA-WLA 1.8340 0.0000 0.0602 0.0000 WLA-ELA 2.6070 0.0000 0.0857 0.0000 WLA-ETX 2.6080 0.0000 0.0857 0.0000 ELA-ELA 2.1550 0.0000 0.0709 0.0000 ETX-ETX 1.9690 0.0000 0.0647 0.0000 ETX-ELA 2.1560 0.0000 0.0709 0.0000 MARKET AREA MAXIMUM MINIMUM MAXIMUM MINIMUM M1-M1 4.1720 0.0000 0.1372 0.0000 M1-M2 7.7510 0.0000 0.2548 0.0000 M1-M3 10.1930 0.0000 0.3351 0.0000 M2-M2 6.0120 0.0000 0.1977 0.0000 M2-M3 8.5930 0.0000 0.2825 0.0000 M3-M3 4.8760 0.0000 0.1603 0.0000 * Reservation Charge reflects a storage surcharge of: 0.0970

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 2 of19 20

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 USAGE ZONE RATE CHARGES $/dth Pursuant to Sections 3.2 and 3.3 of Rate Schedule FT-1: STX WLA ELA ETX M1 M2 M3 USAGE-1 - MAXIMUM from STX 0.0103 0.0112 0.0170 0.0169 0.0341 0.0563 0.0717 from WLA 0.0112 0.0073 0.0123 0.0124 0.0295 0.0517 0.0671 from ELA 0.0170 0.0123 0.0111 0.0112 0.0283 0.0505 0.0659 from ETX 0.0169 0.0124 0.0112 0.0111 0.0283 0.0505 0.0659 from M1 0.0341 0.0295 0.0283 0.0283 0.0172 0.0394 0.0548 from M2 0.0563 0.0517 0.0505 0.0505 0.0394 0.0286 0.0440 from M3 0.0717 0.0671 0.0659 0.0659 0.0548 0.0440 0.0216 USAGE-1 - MINIMUM from STX 0.0061 0.0070 0.0127 0.0126 0.0256 0.0478 0.0632 from WLA 0.0070 0.0031 0.0080 0.0081 0.0210 0.0432 0.0586 from ELA 0.0127 0.0080 0.0068 0.0069 0.0198 0.0420 0.0574 from ETX 0.0126 0.0081 0.0069 0.0068 0.0198 0.0420 0.0574 from M1 0.0256 0.0210 0.0198 0.0198 0.0130 0.0352 0.0506 from M2 0.0478 0.0432 0.0420 0.0420 0.0352 0.0244 0.0398 from M3 0.0632 0.0586 0.0574 0.0574 0.0506 0.0398 0.0174 USAGE-1 - BACKHAUL MAXIMUM from STX 0.0103 from WLA 0.0112 0.0073 from ELA 0.0170 0.0123 0.0111 from ETX 0.0169 0.0124 0.0112 0.0111 from M1 0.0310 0.0264 0.0252 0.0252 0.0141 from M2 0.0513 0.0467 0.0455 0.0455 0.0344 0.0245 from M3 0.0653 0.0607 0.0595 0.0595 0.0484 0.0385 0.0181 USAGE-1 - BACKHAUL MINIMUM from STX 0.0061 from WLA 0.0070 0.0031 from ELA 0.0127 0.0080 0.0068 from ETX 0.0126 0.0081 0.0069 0.0068 from M1 0.0225 0.0179 0.0167 0.0167 0.0099 from M2 0.0428 0.0382 0.0370 0.0370 0.0302 0.0203 from M3 0.0568 0.0522 0.0510 0.0510 0.0442 0.0343 0.0139 USAGE-2 0.1148 0.1148 0.1148 0.1148 0.2692 0.4090 0.5047 ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 3 of19 20

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 Pursuant to Section 3.14 of the General Terms and Conditions: FT-1 CAPACITY RELEASE RESERVATION CHARGE ADJUSTMENT/ CHARGES RESERVATION CHARGE* VOLUMETRIC RESERVATION CHARGE* $/dth $/dth ______________________________ ______________________________ NON- NON- ACCESS AREA MILEAGE MILEAGE TOTAL MILEAGE MILEAGE TOTAL STX-AAB 4.1500 2.4300 6.5800 0.1364 0.0799 0.2163 WLA-AAB 1.3100 1.2910 2.6010 0.0431 0.0424 0.0855 ELA-AAB 0.9140 1.2370 2.1510 0.0301 0.0406 0.0707 ETX-AAB 0.8310 1.1340 1.9650 0.0273 0.0373 0.0646 STX-STX 3.0790 2.4320 5.5110 0.1012 0.0800 0.1812 STX-WLA 3.2360 2.4340 5.6700 0.1064 0.0800 0.1864 STX-ELA 4.1510 2.4370 6.5880 0.1365 0.0801 0.2166 STX-ETX 4.1500 2.4370 6.5870 0.1364 0.0802 0.2166 WLA-WLA 0.3970 1.4370 1.8340 0.0131 0.0471 0.0602 WLA-ELA 1.3110 1.2960 2.6070 0.0431 0.0426 0.0857 WLA-ETX 1.3120 1.2960 2.6080 0.0431 0.0426 0.0857 ELA-ELA 0.9140 1.2410 2.1550 0.0301 0.0408 0.0709 ETX-ETX 0.8310 1.1380 1.9690 0.0273 0.0374 0.0647 ETX-ELA 0.9150 1.2410 2.1560 0.0301 0.0408 0.0709 MARKET AREA M1-M1 1.7340 2.4380 4.1720 0.0570 0.0802 0.1372 M1-M2 5.3100 2.4410 7.7510 0.1746 0.0802 0.2548 M1-M3 7.7500 2.4430 10.1930 0.2548 0.0803 0.3351 M2-M2 3.5740 2.4380 6.0120 0.1175 0.0802 0.1977 M2-M3 6.1530 2.4400 8.5930 0.2023 0.0802 0.2825 M3-M3 2.4400 2.4360 4.8760 0.0802 0.0801 0.1603 *Rates are exclusive of surcharges which can also be recovered.

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 4 of19 20

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 Pursuant to Section 3.14 of the General Terms and Conditions: FT-1 CAPACITY RELEASE CHARGES $/DTH USAGE-1 RATE* STX WLA ELA ETX M1 M2 M3 MILEAGE from STX 0.0061 0.0070 0.0127 0.0126 0.0256 0.0478 0.0632 from WLA 0.0070 0.0036 0.0080 0.0081 0.0210 0.0432 0.0586 from ELA 0.0127 0.0080 0.0068 0.0069 0.0198 0.0420 0.0574 from ETX 0.0126 0.0081 0.0069 0.0068 0.0198 0.0420 0.0574 from M1 0.0256 0.0210 0.0198 0.0198 0.0130 0.0352 0.0506 from M2 0.0478 0.0432 0.0420 0.0420 0.0352 0.0244 0.0398 from M3 0.0632 0.0586 0.0574 0.0574 0.0506 0.0398 0.0174 NON-MILEAGE from STX 0.0042 0.0042 0.0043 0.0043 0.0085 0.0085 0.0085 from WLA 0.0042 0.0037 0.0043 0.0043 0.0085 0.0085 0.0085 from ELA 0.0043 0.0043 0.0043 0.0043 0.0085 0.0085 0.0085 from ETX 0.0043 0.0043 0.0043 0.0043 0.0085 0.0085 0.0085 from M1 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 from M2 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 from M3 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 TOTAL from STX 0.0103 0.0112 0.0170 0.0169 0.0341 0.0563 0.0717 from WLA 0.0112 0.0073 0.0123 0.0124 0.0295 0.0517 0.0671 from ELA 0.0170 0.0123 0.0111 0.0112 0.0283 0.0505 0.0659 from ETX 0.0169 0.0124 0.0112 0.0111 0.0283 0.0505 0.0659 from M1 0.0341 0.0295 0.0283 0.0283 0.0172 0.0394 0.0548 from M2 0.0563 0.0517 0.0505 0.0505 0.0394 0.0286 0.0440 from M3 0.0717 0.0671 0.0659 0.0659 0.0548 0.0440 0.0216 USAGE-1 BACKHAUL RATE* STX WLA ELA ETX M1 M2 M3 MILEAGE from STX 0.0061 from WLA 0.0070 0.0031 from ELA 0.0127 0.0080 0.0068 from ETX 0.0126 0.0081 0.0069 0.0068 from M1 0.0225 0.0179 0.0167 0.0167 0.0099 from M2 0.0428 0.0382 0.0370 0.0370 0.0302 0.0203 from M3 0.0568 0.0522 0.0510 0.0510 0.0442 0.0343 0.0139 NON-MILEAGE from STX 0.0042 from WLA 0.0042 0.0042 from ELA 0.0043 0.0043 0.0043 from ETX 0.0043 0.0043 0.0043 0.0043 from M1 0.0085 0.0085 0.0085 0.0085 0.0042 from M2 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 from M3 0.0085 0.0085 0.0085 0.0085 0.0042 0.0042 0.0042 TOTAL from STX 0.0103 from WLA 0.0112 0.0073 from ELA 0.0170 0.0123 0.0111 from ETX 0.0169 0.0124 0.0112 0.0111 from M1 0.0310 0.0264 0.0252 0.0252 0.0141 from M2 0.0513 0.0467 0.0455 0.0455 0.0344 0.0245 from M3 0.0653 0.0607 0.0595 0.0595 0.0484 0.0385 0.0181 *Rates are exclusive of surcharges which can also be recovered.

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 5 of19 20

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 INCREMENTAL FACILITY CHARGE INCREMENTAL FACILITY CHARGE $/dth PURSUANT TO SECTION 3.4 OF RATE SCHEDULE FT-1: Maximum Minimum To applicable customers converting from Rate Schedule FTS in Docket No. CP82-446: RESERVATION CHARGE 0.6600 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0217 0.0000 Customer dth Bay State Gas Company 4,235 Boston Gas Company d/b/a National Grid 21,394 Colonial Gas Company d/b/a National Grid 1,951 Connecticut Natural Gas Corporation 6,340 Town of Middleborough, Massachusetts 116 New Jersey Natural Gas Company 1,060 Northern Utilities, Inc. 965 Southern Connecticut Gas Company 4,922 Yankee Gas Services Company 6,066 To applicable customers converting from Rate Schedule FTS-4 in Docket No. CP87-4: RESERVATION CHARGE 3.0110 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0990 0.0000 Customer dth Brooklyn Union Gas Company d/b/a National Grid 27,500 KeySpan Gas East Corporation d/b/a National Grid 22,500 New Jersey Natural Gas Company 40,000 Pivotal Utility Holdings, Inc. 10,000 Public Service Electric & Gas Company 40,000 To applicable customers converting from Rate Schedule FTS-5 in Docket No. CP87-312:RESERVATION CHARGE 0.0000 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0000 0.0000 Customer dth Colonial Gas Company d/b/a National Grid 2,326 UGI Central Penn Gas, Inc. 4,000 Yankee Gas Services Company 125 To applicable customers converting from Rate Schedule FTS-7 in Docket No. CP80-170:RESERVATION CHARGE 0.0000 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0000 0.0000 Customer dth Connecticut Natural Gas Corporation 4,231 Yankee Gas Services Company 3,015 To applicable customers converting from Rate Schedule FTS-8 in Docket No. CP85-803:RESERVATION CHARGE 0.0000 0.0000 RESERVATION CHARGE ADJUSTMENT 0.0000 0.0000 Customer dth Yankee Gas Services Company 39

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 6 of19 20

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP00-404-000(Columbia Liberty Expansion): __________________________________________________ Customer dth ______________________________________ _______ Liberty Electric Power, LLC 84,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 4.4610 0.1180 USAGE-2 CHARGE 0.1467 RESERVATION CHARGE ADJUSTMENT 0.1467 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.1467 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 7 of19 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Docket No. CP02-32, TIME Project: __________________________________________________ Customer dth ______________________________ ______ New Jersey Natural Gas Company 100,000 Maximum Minimum Rates Pursuant to Section 3.2 of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE 10.5510 0.0000 USAGE-2 CHARGE 0.3469 RESERVATION CHARGE ADJUSTMENT 0.3469 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.3469 0.0000 BASE UNIT ELECTRIC POWER COST 0.2917 ELECTRIC POWER COST ADJUSTMENT -0.5250 ADJUSTED ELECTRIC POWER COST -0.2333 ASA SURCHARGE -1.7781 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: In-Path 3.27% Out-of-Path 5.21% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

2. Rate Schedule FT-1 Version 19.0.0 20.0.0 Page 8 of19 20

Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2008: Docket No. CP06-115, TIME II Project: __________________________________________________ Customer dth ______________________________ ______ New Jersey Natural Gas Company 100,000 PSEG Power, LLC 50,000 Maximum Minimum Rates Pursuant to Section 3.2 of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE 19.9110 0.1110 USAGE-2 CHARGE 0.6545 RESERVATION CHARGE ADJUSTMENT 0.6545 0.0036 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.6545 0.0036 BASE UNIT ELECTRIC POWER COST 1.9722 ELECTRIC POWER COST ADJUSTMENT -2.6030 ADJUSTED ELECTRIC POWER COST -0.6308 ASA SURCHARGE -1.3586 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: In-Path 2.44% Out-of-Path 3.64% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP92-165 (North Carolina Project): ________________________________________________________ Customer dth ______________________________________ ______ Dominion Transmission, Inc. 30,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 6.5600 0.080 USAGE-2 CHARGE 0.2156 RESERVATION CHARGE ADJUSTMENT 0.2156 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.2156 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP94-654 (Riverside Storage Project): _____________________________________________ Customer dth ______________________________________ ______ PECO Energy Company 29,210 UGI Utilities, Inc. 4,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 10.4390 0.000 USAGE-2 CHARGE 0.3432 RESERVATION CHARGE ADJUSTMENT 0.3432 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.3432 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP95-76 and CP95-2 (Philadelphia Lateral Expansion): ____________________________________________________ Customer dth ______________________________________ ______ Grays Ferry Cogeneration Partnership 15,000 Sun Company, Inc. 15,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 1.9410 0.0000 USAGE-2 CHARGE 0.0638 RESERVATION CHARGE ADJUSTMENT 0.0638 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.0638 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP97-276 (1997 Line No. 1-A Expansion): __________________________________________________ Customer dth ______________________________________ ______ PECO Energy Company 93,000 Paulsboro Refining Company LLC 8,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 1.5830 0.0000 USAGE-2 CHARGE 0.0520 RESERVATION CHARGE ADJUSTMENT 0.0520 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.0520 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: June 1 through May 31 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP99-621 (Ironwood Lateral): __________________________________________________ Customer dth ____________________________________ _______ PPL Energy Plus, LLC 120,000 Rates Pursuant to Section 3.2 of Rate Schedule FT-1: Effective October 1 through April 30 RESERVATION CHARGE 0.6040 0.0000 USAGE-2 CHARGE 0.0199 RESERVATION CHARGE ADJUSTMENT 0.0199 0.0000 Effective May 1 through September 30 RESERVATION CHARGE 1.2690 0.0000 USAGE-2 CHARGE 0.0417 RESERVATION CHARGE ADJUSTMENT 0.0417 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: Effective October 1 through April 30 VOLUMETRIC RESERVATION CHARGE 0.0199 0.0000 Effective May 1 through September 30 VOLUMETRIC RESERVATION CHARGE 0.0417 0.0000 APPLICABLE SHRINKAGE PERCENTAGE Effective Year Around: October 1 through September 30 0.00 % ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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Issued on: Effective on:

CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1 FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON OR AFTER JUNE 1, 1993: Maximum Minimum Docket No. CP02-381 (M1 Expansion Project): Rates Pursuant to Section 3.2 of Rate Schedule FT-1: RESERVATION CHARGE 5.5500 0.0000 USAGE-2 CHARGE 0.1824 RESERVATION CHARGE ADJUSTMENT 0.1824 0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE 0.1824 0.0000 BASE UNIT ELECTRIC POWER COST 0.7921 ELECTRIC POWER COST ADJUSTMENT -1.6630 ADJUSTED ELECTRIC POWER COST -0.8709 APPLICABLE SHRINKAGE PERCENTAGE (LAUF) Effective Year Around: December 1 through November 30 0.40% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2010: Docket No. CP09-68-000, TIME III Project: ______________________________________ Customer dth ______________________________ ______ CenterPoint Energy Services, Inc. 25,000 PPL Energy Plus, LLC 30,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $21.7860 $0.0480 USAGE-1 CHARGE $-0.0099 USAGE-2 CHARGE $0.7064 RESERVATION CHARGE ADJUSTMENT $0.7163 $0.0016 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.7163 $0.0016 BASE UNIT ELECTRIC POWER COST 1.0597 ELECTRIC POWER COST ADJUSTMENT -1.4960 ADJUSTED ELECTRIC POWER COST -0.4363 ASA USAGE SURCHARGE -0.0099 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: 1.59% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2010: Docket No. CP09-68-000, TEMAX Project: ___________________________________ Customer dth ______________________________ ______ ConocoPhillips Company 395,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $18.9590 $0.0710 USAGE-1 CHARGE $-0.0001 USAGE-2 CHARGE $0.6232 RESERVATION CHARGE ADJUSTMENT $0.6233 $0.0023 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.6233 $0.0023 BASE UNIT ELECTRIC POWER COST 1.6032 ELECTRIC POWER COST ADJUSTMENT -1.0810 ADJUSTED ELECTRIC POWER COST 0.5222 ASA USAGE SURCHARGE -0.0001 APPLICABLE SHRINKAGE PERCENTAGES P RIMARY RECEIPT POINT TO A PRIMARY OR SECONDARY DELIVERY POINT IN M2 OR M3 December 1 through November 30: 1.15% SECONDARY RECEIPT POINT TO A PRIMARY OR SECONDARY DELIVERY POINT IN M2 OR M3 December 1 through March 31: 3.91% April 1 through November 30: 3.48% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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FT-1 CHARGES CHARGES $/dth FIRM MARIETTA EXTENSION TRANSPORTATION SERVICE: _______________________________________________ Marietta Extension Charge applicable to all Customers contracted for firm transportation on the Marietta Extension with the exception of TEMAX and Time III, in addition to other applicable charges Maximum Minimum Rates Pursuant to Section 3.2(E&F) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $3.1240 $0.0000 USAGE-2 CHARGE $0.1027 RESERVATION CHARGE ADJUSTMENT $0.1027 $0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.1027 $0.0000 MARIETTA EXTENSION APPLICABLE SHRINKAGE PERCENTAGE (LAUF) _________________________________________________________ December 1 through November 30: 0.27% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2012: Docket No. CP11-67-001, TEAM 2012 Project: ______________________________________ Customer dth ______________________________ ______ Range Resources-Appalachia, LLC 150,000 Chesapeake Utilities Corporation 50,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $17.4990 $0.0270 USAGE-1 CHARGE $0.0000 USAGE-2 CHARGE $0.5753 RESERVATION CHARGE ADJUSTMENT $0.5753 $0.0010 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.5753 $0.0010 BASE UNIT ELECTRIC POWER COST 1.3677 ELECTRIC POWER COST ADJUSTMENT 0.0000 ADJUSTED ELECTRIC POWER COST 1.3677 ASA USAGE SURCHARGE 0.0000 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: 1.93% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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CURRENTLY EFFECTIVE SERVICE RATES APPLICABLE TO OPEN ACCESS, PART 284, RATE SCHEDULES IN FERC GAS TARIFF, EIGHTH REVISED VOLUME NO. 1

FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2012: Docket No. CP11-508-000, Philadelphia Lateral Expansion Project: ______________________________________ Customer dth ______________________________ ______ Grays Ferry Cogeneration Partnership 20,000 Paulsboro Refining Company LLC 7,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $8.3910 $0.0000 USAGE-1 CHARGE $0.0000 USAGE-2 CHARGE $0.2759 RESERVATION CHARGE ADJUSTMENT $0.2759 $0.0000 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.2759 $0.0000 BASE UNIT ELECTRIC POWER COST 0.0467 ELECTRIC POWER COST ADJUSTMENT 0.0000 ADJUSTED ELECTRIC POWER COST 0.0467 APPLICABLE SHRINKAGE PERCENTAGE (LAUF) December 1 through November 30: 0.02% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

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FT-1 CHARGES CHARGES $/dth APPLICABLE TO CUSTOMERS UTILIZING CAPACITY PURSUANT TO INCREMENTAL FACILITY EXPANSIONS IMPLEMENTED ON NOVEMBER 1, 2014: Docket No. CP13-XXX-000, TEAM 2014 Project: ______________________________________ Customer dth ______________________________ ______ Chevron U.S.A. Inc. 300,000 EQT Energy, LLC 300,000 Maximum Minimum Rates Pursuant to Section 3.2(C&D) of Rate Schedule FT-1: _______ _______ RESERVATION CHARGE $13.7980 $0.0300 USAGE-1 CHARGE $0.0000 USAGE-2 CHARGE $0.4536 RESERVATION CHARGE ADJUSTMENT $0.4536 $0.0010 Rates Pursuant to Section 3.14 of the General Terms and Conditions: VOLUMETRIC RESERVATION CHARGE $0.4536 $0.0010 BASE UNIT ELECTRIC POWER COST 0.4227 ELECTRIC POWER COST ADJUSTMENT 0.0000 ADJUSTED ELECTRIC POWER COST 0.4227 ASA USAGE SURCHARGE 0.0000 APPLICABLE SHRINKAGE PERCENTAGE December 1 through November 30: 1.67% ALL ZONES $/dth ACA COMMODITY SURCHARGE TO APPLICABLE CUSTOMERS, PURSUANT TO SECTION 15.5 OF THE GENERAL TERMS AND CONDITIONS. 0.0018

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Y

Accounting Treatment of Abandonment

TEXAS EASTERN TRANSMISSION, LPEXHIBIT Y Retire One 18,500 HP Turbine and Six 1,100 HP RecipsAt Delmont Compressor Station For TEAM 2014

ENTRY DEBIT CREDIT ACCOUNT DESCRIPTION DEBIT CREDIT

1 1088 Retirement Work in Progress 5,851,7201010 Gas Plant in Service 5,851,720

To record the retirement from Gas Plant in Service.

2 1088 Retirement Work in Progress 1,052,897 1310 Cash 1,052,897

To record Cost of Removal

3 1080 Provision for Accumulated Depreciation 6,904,6171088 Retirement Work in Progress 6,904,617

To record clearance of Retirement Work in Progress.

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Z-1(a)-(b)

Open Season and Reverse Open Season Notices

Texas Eastern Appalachia to Market Expansion Project (TEAM 2014)Moving emerging natural gas supplies from the Appalachian region to diverse market destinations along the existing Texas Eastern footprint from the Northeast to the Midwest, and Gulf Coast.

Texas Eastern Appalachia to Market (TEAM 2014)

Moving emerging natural gas supplies from the Appalachian region to diverse market destinations along Eastern footprint from the Northeast to the Midwest, and Gulf Coast.

Binding Open Season NoticeJanuary 17, 2012 –

Moving emerging natural gas supplies from the Appalachian region to diverse market destinations along Eastern footprint from the Northeast to the Midwest, and Gulf Coast.

Binding Open Season Notice – February 17, 2012

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Texas Eastern Appalachia to Market Expansion Project (TEAM 2014) Texas Eastern’s Appalachia to Market Expansion Project 2014 offers the unique opportunity for moving emerging natural gas supplies from the Appalachian region to diverse markets across the Texas Eastern system including premium Northeast markets, as well as markets in the Midwest, and Gulf Coast. Spectra Energy’s Texas Eastern Transmission, LP (“Texas Eastern” or “TETLP”), a leading provider of natural gas transportation services for over 60 years, recognized the potential for emerging Appalachian natural gas supplies to move further east, west, and southwest on its pipeline system. TEAM 2014 is a project that will provide an efficient means to transport these supplies to Northeast, Midwest, and Gulf Coast markets. Texas Eastern has secured Precedent Agreements with two anchor shippers that provide the economic base to move forward with the project. With this Binding Open Season which shall run from January 17, 2012 to February 17, 2012, Texas Eastern invites all parties who are interested in obtaining firm TEAM 2014 capacity to submit a Binding Service Request Form. The service commencement date for this project is targeted for November 1, 2014.

Project Background The rapidly expanding Appalachian production area, including the Marcellus Shale play, has created opportunities to increase supply diversity for growing domestic natural gas markets. The formation spans the regions of West Virginia, Eastern Ohio, Western and Northern Pennsylvania and Southern New York. With the successful development of the Northeast Pennsylvania sector of the Marcellus play over the past few years, Texas Eastern is now witnessing a similar development curve from emerging Appalachian production in the Southwestern Pennsylvania and West Virginia area around its pipeline and anticipates the positive potential benefits these supplies will bring to its customers on its system and the Northeast, Midwest, and Gulf Coast markets in general.

Texas Eastern’s existing facilities are uniquely positioned over the Appalachian production area while also providing significant access to major Northeast, Midwest, and Gulf Coast markets. Over the past several years, Texas Eastern has been developing and constructing well-timed, cost effective pipeline expansions that have and will connect significant sources of supply to markets and liquid trading points along the Texas Eastern system. The Texas Eastern system offers attractive market options for these newly developing supply sources, including access to conventional Northeast market growth, increasing natural gas power generation and interconnects with downstream pipelines that provide direct access to additional markets, and emerging LNG

export, Gas-to-Liquids, and other market opportunities in the Southeast and Gulf Coast.

Connecting new supply to markets has been instrumental to Texas Eastern’s success for many years. Texas Eastern has the proven ability and experience to develop and execute TEAM 2014 as it has developed and executed numerous production-driven projects in the past. Texas Eastern intends to expand existing infrastructure and utilize existing rights of way, where possible, for TEAM 2014 in order to manage construction costs and minimize the impact on landowners and the environment.

Project Description TEAM 2014 provides shippers with the opportunity to design transportation services from multiple existing and proposed new receipt points on the Texas Eastern system within the Appalachian production region in West Virginia and southwestern Pennsylvania that span portions of Texas Eastern’s Zones M2 and M3 to delivery points across the Texas Eastern system, including but not limited to Marietta, Pa. (head of the Marietta Extension to an interconnect with Transco near its Station 195); Lambertville, N.J.; Staten Island, N.Y.; Lebanon, Ohio; the interconnect with Transco near its Station 195; and other pipeline interconnects and markets in Zones M3, M2, M1, ELA and WLA.

The proposed expansion contemplates an overall potential project capacity of up to 1,400,000 Dth/d inclusive of the two anchor shipper commitments. Texas Eastern is proposing this Binding Open Season in order to invite all parties who are interested in obtaining capacity created by

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the TEAM 2014 Expansion Project to submit a request for service pursuant to the terms of this open season notice. Texas Eastern will also consider requests for delivery to off system points.

Texas Eastern has designed the project to accommodate a primary firm path for all project shippers to be split, with 50% of the firm path to extend to the East, and 50% of the firm path to extend to the West and South from the Appalachian supply region. Inclusive of the anchor shipper commitments, the project currently contemplates up to 450,000 Dth/d of available firm transport to the interconnect with Algonquin near Lambertville, N.J., with limited deliverability available downstream, up to 250,000 Dth/d to Marietta and on the Marietta Extension, and up to 700,000 Dth/d of firm path to the west and southwest to various markets and interconnects along the Texas Eastern system in Zones M2, M1 with limited delivery downstream to ELA and WLA.

If nominations submitted in response to this Binding Open Season will result in the execution of binding Precedent Agreements in excess of 1,400,000 Dth/d or in excess of the project capacity available in any particular firm path or any particular point, Texas Eastern will implement a procedure that allocates the available capacity on a not unduly discriminatory basis, as described more fully below. If nominations submitted in response to this Binding Open Season result in less than the proposed capacity designed for the project, Texas Eastern may offer the excess capacity to all shippers that executed binding Precedent Agreements, including the anchor shipper on a not unduly discriminatory basis. The project does not require the 1,400,000 Dth/d of volume to proceed, rather it may proceed solely with the anchor shipper commitment or additional volumes up to 1,400,000 Dth/d.

Anchor Shipper Status To qualify as an anchor shipper for the TEAM 2014 Expansion Project, a shipper must execute a Precedent Agreement acceptable to Texas Eastern that: • Commits to an MDQ of at least 300,000 Dth/d; • Reflect a primary term that extends at least ten (10)

years following the service commencement date of the project; and

• Is executed by a duly authorized officer of the shipper no later than thirty (30) days following the end of the Binding Open Season, unless Texas Eastern agrees, in its sole discretion, to extend such deadline.

Shippers qualifying for anchor shipper status may be entitled to certain rate and rate-related incentives and priority to project capacity that is not subscribed during this Binding Open Season or that was subscribed but then became available to Texas Eastern prior to the service commencement date for the project. An anchor shipper may also be entitled to a one-time option to extend its primary term for an additional five years. An anchor shipper will receive priority to project capacity as described more fully below in the Capacity Allocation Process.

Project Rates Rates will be determined at the conclusion of the Binding Open Season and are dependent upon the scope and final facilities required to satisfy the firm service requests for shippers who are awarded capacity and who have executed binding Precedent Agreements. Shippers will have the ability to choose to pay Texas Eastern’s applicable recourse rates for service on the TEAM 2014 facilities or to pay a mutually agreeable negotiated rate for such service. The indicative negotiated rates for the project assuming a project capacity of up to 1,400,000 Dth/d pursuant to the limitation and restrictions described herein are $0.45-0.50 per Dth/d on a 100% load factor basis, respectively. In addition to the transportation rates, any shipper who transports gas will be subject to fuel charges that will ultimately be determined by the scope and final facilities required to satisfy the firm service requirements of those shippers who have executed binding Precedent Agreements. Initial indicative fuel rates will be determined after the close of this Binding Open Season.

Binding Nomination Process During the Binding Open Season period interested parties must submit a Binding Service Request Form, which specifies the Maximum Daily Quantity (MDQ), contract term (15-year preferred; 10-year minimum), receipt and delivery points (both existing and proposed), with the proposed MDQ split 50/50, with 50 percent of the firm path extending to delivery points on the Texas Eastern system to the east and 50 percent of the firm path extending to delivery points on the Texas Eastern system to the west and to the south from the Appalachian supply region. The Binding Service Request Form is included in this package. The completed Binding Service Request Form must be executed by a duly authorized representative and mailed or faxed, to Texas Eastern’s offices at: 5400 Westheimer Ct. Houston, TX 77056 Attention: Bobby Huffman Email: RLHuffman@spectraenergy.com Fax: (713) 627-4727

Texas Eastern reserves the right to reject any Binding Service Request Form that is not received by 5:00 p.m. EST, on Friday, February 17, 2012.

Contracting for Service Upon the close of the Binding Open Season, Texas Eastern will evaluate all valid requests for service as set forth in the Binding Service Request Forms to determine if the proposed TEAM 2014 Expansion Project is economically justified. Texas Eastern will also evaluate the availability of necessary materials, equipment and third-party services at the time to confirm that Texas Eastern can complete the facilities necessary to satisfy all valid requests submitted in this Binding Open Season by the timing contemplated for the TEAM 2014 Expansion Project. If Texas Eastern elects to proceed with the project, Texas Eastern representatives will contact all parties who have submitted valid requests

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in order to finalize the terms on which service will be provided.

Any party who is awarded TEAM 2014 capacity must enter into a binding Precedent Agreement. Texas Eastern reserves the right to reject any party’s valid request for service in the event a duly authorized representative of such party has not executed a binding Precedent Agreement on or before 30 days following the end of the Binding Open Season.

Capacity Allocation Process In the event that Texas Eastern has received executed binding Precedent Agreements for a quantity of the TEAM 2014 Expansion Project capacity that exceeds the quantity of pipeline, point or segment capacity that Texas Eastern is willing to propose for the project, Texas Eastern will allocate such capacity first to anchor shippers executing binding Precedent Agreements that qualify as anchor shippers under this Binding Open Season and next to other shippers that have executed binding Precedent Agreements for the project. In the event that anchor shippers have executed binding Precedent Agreements for a quantity of capacity that exceeds the quantity of pipeline, point or segment capacity proposed for the project, Texas Eastern will pro rate such capacity among the anchor shippers on a not unduly discriminatory basis taking into account the quantities subscribed under each such binding Precedent Agreement and the quantities associated with the primary points and primary firm paths under each such agreement, but deeming the economic value of each such agreement to Pipeline to be equal. Any reduction in MDQ among anchor shippers will maintain the even split between the eastward primary firm path and the westward/southward primary firm path. If, after allocating capacity to anchor shippers, Texas Eastern is able to accommodate some but not all of the pipeline, point or segment capacity nominated by other (non-anchor) shippers executing binding Precedent Agreements, Texas Eastern will allocate such pipeline, point or segment capacity on a net present value basis among such other shippers based on rate, contract term and MDQ nominated, with Texas Eastern having the discretion to grant capacity to any bid or combination of bids that provides the highest net present value.

Limitations and Reservations Texas Eastern reserves the right, in its sole discretion, to decline to proceed with the TEAM 2014 Expansion Project or any portion of the project, including all or any portion of the project for which Texas Eastern has requested nominations as part of this Binding Open Season. Texas Eastern also reserves the right to reject any and all bids that do not satisfy the requirements set forth in this Binding Open Season Notice. Without limiting the foregoing, Texas Eastern may, but is not required to, reject any request for service in which the Binding Service Request Form is incomplete, is inconsistent with the terms and conditions outlined in this Binding Open Season Notice, contains additional or modified terms, or is otherwise deficient in any respect. Texas Eastern reserves the right to request a nominating party to modify its proposed delivery point(s), to the extent that Texas Eastern determines that the nominated point(s) will unduly increase the cost of the overall project or otherwise adversely affect the scope of the project in light of the other nominations received prior to or as part of the Binding Open Season. Texas Eastern also reserves the right to reject requests for service in the event requesting parties are unable to meet applicable creditworthiness requirements. No request for service shall be binding on Texas Eastern unless and until duly authorized representatives of both a requesting party and Texas Eastern have executed binding Precedent Agreements.

Communications Interested parties may contact their Texas Eastern account manager or Bob Riga at 617-560-1436 or Bobby Huffman at 713-627-5259 to discuss any questions or to seek additional information about this Binding Open Season.

Spectra Energy Corp (NYSE: SE), a FORTUNE 500 company, is one of North America's premier natural gas infrastructure companies serving three key links in the natural gas value chain: gathering and processing, transmission and storage, and distribution. For more than a century, Spectra Energy and its predecessor companies have developed critically important pipelines and related infrastructure connecting natural gas supply sources to premium markets. Based in Houston, Texas, the company’s operations in the United States and Canada include approximately 19,100 miles of transmission pipeline, more than 305 billion cubic feet of storage, as well as natural gas gathering and processing, natural gas liquids operations and local distribution assets. The company also has a 50 percent ownership in DCP Midstream, one of the largest natural gas gatherers and processors in the United States. Spectra Energy is a member of the Dow Jones Sustainability World and North America Indexes and the U.S. S&P 500 Carbon Disclosure Project's Carbon Disclosure Leadership Index. For more information, visit www.spectraenergy.com.

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Texas Eastern Appalachia to Market Expansion Project (TEAM 2014) Binding Open Season for 2014 Firm Transportation Capacity Binding Service Request Form Texas Eastern Transmission, LP Shipper Information

Company

Contact

Title

Address

Phone Fax

Email

Maximum Daily Quantity ____________________________

Eastward Firm Path (50% of MDQ)

Receipt Point(s) Quantity (Dth/d) Delivery Point(s) [1] Quantity (Dth/d)

Westward Firm Path (50% of MDQ)

Receipt Point(s) Quantity (Dth/d) Delivery Point(s) [1] Quantity (Dth/d)

Contract Term: (15-year preferred, 10-year minimum)

Signature of Requester/Customer and Date:

By completing this Binding Service Request Form, subject to Texas Eastern’s acceptance of shipper’s request for service and shipper’s receipt of notification from Texas Eastern of quantities of capacity allocated to shipper, shipper hereby agrees to enter into negotiations with the objective to enter into a binding Precedent Agreement with Texas Eastern. If shipper does not enter into a binding Precedent Agreement, Texas Eastern reserves the right to reject shipper’s request for service as set forth in this Binding Service Request Form.

If you have any questions, please contact your Texas Eastern account manager or the contact listed below. In addition, please send your completed Binding Service Request Form to:

Texas Eastern Transmission 713-627-4727 fax Attention: Bobby Huffman RLHuffman@spectraenergy.com 5400 Westheimer Court Houston, TX 77056 [1] The sum of multiple nominated delivery point quantities may not exceed the Maximum Daily Quantity.

REVERSE OPEN SEASON Texas Eastern Appalachia to Market Expansion Program 2014 (TEAM 2014)

March 12 – 30, 2012

In connection with the binding open season held by Texas Eastern Transmission, LP (“Texas Eastern”) for the TEAM 2014 Project from January 17, 2012 to February 17, 2012, Texas Eastern will consider, from March 12, 2012 through March 30, 2012, offers by its current firm shippers who desire to release, subject to the criteria set forth below, all or a portion of their current firm transportation entitlements to reduce the scope of Texas Eastern’s facility requirements for a proposed expansion designated as the TEAM 2014 Project. The TEAM 2014 Project contemplates the expansion of Texas Eastern’s facilities to provide additional firm transportation service on the Texas Eastern system for a minimum term of ten (10) years, with extension rights, commencing on November 1, 2014, from receipt points on the Texas Eastern system in M2 in Marshall County, West Virginia and Greene and Fayette Counties in Pennsylvania to proposed delivery points on the Texas Eastern system in an easterly direction in M3 near Lambertville, New Jersey and Staten Island, New York and in a westward and southerly direction to delivery points in M2 and M1 and in ELA and WLA. Shippers interested in releasing capacity in connection with this project must have capacity which meets all of the following criteria:

1. Shippers must have firm rights to the capacity they desire to release, on a non-recallable basis, as of November 1, 2014.

2. Shippers’ capacity must enable Texas Eastern to reduce the scope of its proposed incremental facilities, as finally scoped and designed, necessary to satisfy Texas Eastern’s obligations pursuant to the open season held in January/February, 2012, while maintaining or improving the economics of the TEAM 2014 Project. Shipper’s capacity must result in available capacity on Texas Eastern’s facilities from receipt points on the Texas Eastern system to the proposed delivery points on the Texas Eastern system defined above, and not result in a release of any capacity unnecessary for the project.

3. Eligible shippers whose capacity release requests are accepted pursuant to this notice will receive a credit on their monthly invoice for such release in an amount equal to the reservation charges received from the TEAM 2014 shipper(s) utilizing the released capacity during the applicable month, provided the credit will not exceed the amount equal to the eligible shipper’s reservation charges associated with such capacity for the month. For the term of any such release as described above, eligible shippers will continue to be obligated to Texas Eastern, and must pay Texas Eastern, for all reservation charges associated with their capacity, as effective from time to time, subject to the credit described in the preceding sentence.

4. Any and all releases of capacity meeting the criteria set forth herein will be subject to and conditioned on Texas Eastern’s receipt of any and all necessary

governmental authorizations with terms and conditions acceptable to Texas Eastern and Texas Eastern proceeding with, and completing construction of, the TEAM 2014 Project facilities, subject to any modifications in light of this reverse open season. No release will become effective until the date on which service commences under the firm agreement(s) for which capacity has been released under this reverse open season.

Any shippers meeting the criteria set forth above and interested in releasing, on a non-recallable basis, their capacity in connection with the TEAM 2014 Project, should indicate such interest by faxing or e-mailing a notice to Bobby Huffman (713) 627-5259 (phone), (713) 627-4727 (fax), or rlhuffman@spectraenergy.com (email) by Friday, March 30, 2012, at 5 p.m. EST. Any such notice shall be binding on the shipper submitting the notice until Texas Eastern has completed its analysis of whether the shipper’s capacity can be utilized for the limited purposes described herein, and such notice must include the quantity of firm entitlements which the requestor desires to release and must identify the applicable Texas Eastern contract(s).

Texas Eastern will notify all shippers responding to this TEAM 2014 Project Reverse Open Season as soon as reasonably practicable as to whether their capacity can be utilized for the limited purpose described herein. To the extent there is more capacity meeting the above stated requirements than is required, all such offers to release capacity will be prorated. For every offer to release capacity accepted by Texas Eastern, the Maximum Daily Quantity (“MDQ”) set out in that shipper’s firm service agreement shall be reduced in accordance with the offer to release capacity and the shipper shall lose all rights, including renewal options, on the MDQ that has been released, but shall continue to receive service on all other capacity under the shipper’s firm service agreement. Every offer to release capacity is contractually binding on the shippers proposing to release capacity in connection with this reverse open season. In order to effect an offer to release capacity, the shipper must, within thirty (30) days of the date that Texas Eastern notifies the shipper that its capacity can be utilized for the TEAM 2014 Project, execute an agreement that will govern the shipper’s release of capacity consistent with the provisions set forth in this reverse open season. Any questions concerning this TEAM 2014 Project Reverse Open Season may be addressed to Bobby Huffman at the numbers written above or directly to your Texas Eastern Account Manager.

SUPPLEMENTAL REVERSE OPEN SEASON Texas Eastern Appalachia to Market Expansion Program 2014 (TEAM 2014)

Texas Eastern Transmission, LP (“Texas Eastern”) is currently conducting a reverse open season for the TEAM 2014 Project. For details regarding the reverse open season, please see the reverse open season notice which is currently posted on Texas Eastern’s LINK® system website. Texas Eastern hereby clarifies that, following the close of the reverse open season, it will provide notice to each shipper submitting a timely and valid offer to turnback capacity of the portion of the offered capacity that Texas Eastern will accept for the TEAM 2014 Project and the amount of the credit to reservation charges that the shipper will receive for such capacity. If the shipper does not agree to turnback capacity pursuant to the terms of such notice within five (5) business days of its receipt thereof, the shipper’s offer to turnback capacity will be null and void, unless the parties mutually agree to extend the deadline.

The reverse open season period will be extended until Friday, March 30, 2012 at 5 p.m. EST. Any shipper meeting the criteria set forth in the reverse open season notice, as clarified herein, and interested in releasing, on a non-recallable basis, their firm capacity in connection with the TEAM 2014 Project, should indicate such interest by faxing or e-mailing a notice of its offer by that time to Bobby Huffman (713) 627-5259 (phone), (713) 627-4727 (fax) or rlhuffman@spectraenergy.com.

All other terms of the reverse open season remain in effect as described in the reverse open notice currently posted on Texas Eastern LINK® system website.

Any questions regarding this supplement to the TEAM 2014 Project Reverse Open Season may be addressed to Bobby Huffman at the phone number or email address provided above or directly to your Texas Eastern Account Manager.

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Z-1(c)

Diagram of Turnback Requests

 

 

TEAM 2014 Path vs. Contract Paths Proposed for Turn Back

Texas Eastern Transmission, LP Docket No. CP13-___-000

Exhibit Z-1(c) Sheet 1 of 1

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Z-1(d)

Diagram of Project Scope Based on Turnback Offers

 

 

TEAM 2014 Path after Including Capacity Turn Back

Texas Eastern Transmission, LP Docket No. CP13-___-000

Exhibit Z-1(d) Sheet 1 of 1

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Z-2

Incremental Fuel and Electric Power Derivation

Texas Eastern Transmission, LP Docket No. CP13-___-000 Exhibit Z-2 Sheet 1 of 4

Incremental Fuel and EPC associated with Forward Flow (300 MDth/D)The incremental fuel and electric power for the TEAM 2014 Project (the Project) associated with the Forward Flow Expansion was calculated from the expected additional compression requirements for the incremental capacity based on the winter peak day design scenario as illustrated in the flow diagrams (Exhibit G/GI Forward Flow).

To derive to the incremental fuel and electric power for the Project, Texas Eastern has compared compression requirements according to the flow diagram under winter peak day operation with existing facilities as currently configured (Exhibit G – Base System, Sheets 1 to 14) and the flow diagram with existing facilities combined with the full project forward haul volume (300 MDth/D) and proposed facilities (Exhibit G – Expansion System, Sheets 1 to 14). The incremental fuel and electric power cost were then calculated based on the incremental compression requirement from this comparison between the Base and Expansion systems.

Based on this comparison, Texas Eastern has determined a daily incremental fuel requirement of 5.299 MDth/D and an annual incremental electric power cost estimate of $2,804,133 for the Forward Flow Expansion portion of the Project.

The incremental Project fuel shrinkage which includes LAUF associated with Forward Flow Expansion is calculated as follows:

Daily Design Fuel = 5.299 MDthVolume Determinant = 300 MDth/DFuel Shrinkage = 5.299/ (300 +5.299) = 1.74%LAUF (M2 - M3) = 0.66% (see note below)Project Shrinkage (Forward Flow Expansion) = 1.74% + 0.66% = 2.40%

Incremental Fuel and EPC associated with Reverse Flow (300 MDth/D)The incremental fuel and electric power for the TEAM 2014 Project (the Project) associated with the Reverse Flow Expansion was calculated from the expected additional compression requirements for the incremental capacity based on a reverse flow day design scenario as illustrated in the flow diagrams (Exhibit G/GI Reverse Flow). In order to establish the reverse flow design scenario, Texas Eastern utilized the recent trend of supply shift from traditional Gulf Coast area to the Marcellus production area to assume no forward haul flow in the system from the Gulf Coast supply area to the point where Marcellus production comes into the Texas Eastern system (around Holbrook area). The only flow in the reverse flow design scenario are existing firm "back haul" contracts and approximately 100 MDth/D of system requirement from M2 to the supply area. This establishes the reverse flow design day which is used to determine fuel and electric power requirements for the reverse flow portion of the Project.

To derive to the incremental fuel and electric power for the Project, Texas Eastern has compared compression requirements according to the flow diagram under this reverse flow design day operation with existing facilities as currently configured (Exhibit G – Base System, Sheets 1 to 20) and the flow diagram with existing facilities combined with the full project reverse flow volume (300 MDth/D) and proposed facilities (Exhibit G – Expansion System, Sheets 1 to 20). The incremental fuel and electric power cost were then calculated based on the incremental compression requirement from this comparison between the Base and Expansion systems.

Based on this comparison, Texas Eastern has determined a daily incremental fuel requirement of 0.555 MDth/D and an annual incremental electric power cost estimate of $238,975 for the reverse flow portion of the Project.

The incremental Project fuel shrinkage which includes LAUF associated with Reverse Flow Expansion is calculated as follows:Daily Design Fuel = 0.555 MDthVolume Determinant = 300 MDth/DFuel Shrinkage = 0.555/ (300 +0.555) = 0.18%LAUF (M2 - M2/WLA/ELA) = 0.75% (see note below)

Project Shrinkage (Reverse Flow Expansion) = 0.18% + 0.75% = 0.93%

Blended Incremental Fuel and EPC for the entire Project Volume (600 MDth/D)The combined, blended incremental Fuel and EPC for the entire Project volume of 600 MDth/D is calculated as follows:

Project Shrinkage (Both Forward and Reverse Expansion) = (2.40% + 0.93%) / 2 = 1.67%

Total Estimated Electric Power Cost (EPC) for Entire Project Volume = $2,804,133 + $238,975 = $3,043,108

Note :LAUF (Lost and Unaccounted For) - The TEAM 2014 forward flow LAUF component (0.66%)is established as the currently effective mainline transmission LAUF component for a Zone M2-M3 haul per the latest Annual ASA filing in Docket No. RP13-237, which became effective on December 1, 2012. The TEAM 2014 reverse flow LAUF component (0.75%) is likewise established as the weighted average of the currently effective mainline transmission LAUF components for hauls between (i) Zones M2 and WLA, (ii) Zones M2 and ELA, and (iii) intra Zone M2.

INCREMENTAL FUEL AND ELECTRIC POWER COST DERIVATIONTEAM 2014 PROJECT (600 MDth/D)

Texas Eastern Transmission, LPDocket No. CP13-___-000Exhibit Z-2Sheet 2 of 4

Fuel AnnualStation Unit(s) Installed "Base" "Expansion" Difference Fuel rate Difference Electric CostUniontown Cent - Mars 100 - Unit 1T 12,250 12,250 13,300 1,050 0.000274 0.288

Cent - Mars 100 - Unit 2T 12,250 12,250 13,300 1,050 0.000274 0.288Electric - Unit 1E 14,300 13,591 13,591 0 Electric - Unit 2E 16,000 19,484 17,728 -1,756 N/A -$210,747Electric - Unit 3E 20,000 20,000 20,000 0

Delmont Recip - KVG (6 x 1100 HP each) 6,600 6,600 0 -6,600 0.000249 -1.643Recip - KVS (4 x 2000 HP each) 8,000 8,000 0 -8,000 0.000249 -1.992Cent - Mars 100 13,300 13,300 13,300 0 Cent - Frame 5 18,500 19,975 0 -19,975 0.000274 -5.473Cent - Titan 250 - TEAM 2014 26,000 0 26,000 26,000 0.000229 5.954Electric - TEAM 2014 26,000 0 26,000 26,000 N/A $3,120,000

Armagh Cent - Frame 5 22,000 23,250 22,000 -1,250 0.000274 -0.343Cent - Titan 130 - TEAM 2014 18,100 0 18,008 18,008 0.000229 4.124

Lilly Cent - W52 5,000 5,300 5,000 -300 0.000274 -0.082Cent - W52 5,000 5,300 5,000 -300 0.000274 -0.082Cent - DC990 5,000 5,300 5,000 -300 0.000274 -0.082Cent - Frame 5 19,800 21,000 19,800 -1,200 0.000274 -0.329

Entriken Cent - Frame 5 22,000 23,250 22,000 -1,250 0.000274 -0.343Cent - Titan 250 - TEAM 2014 26,000 0 22,489 22,489 0.000229 5.150

Perulack Cent - DC990 5,000 5,400 5,400 0Cent - DC990 5,000 5,400 5,400 0Cent - DC990 5,000 5,400 5,400 0Cent - Frame 5 19,800 19,800 19,480 -320 0.000274 -0.088

Shermans Dale Cent - Frame 5 19,800 19,800 18,960 -840 0.000274 -0.230Cent - Frame 5 22,000 22,000 22,000 0

Grantville Cent - W52 5,000 5,000 5,000 0Cent - W52 5,000 5,000 5,000 0Cent - DC990 5,000 5,000 5,000 0Cent - Frame 5 18,500 18,500 19,123 623 0.000274 0.171

Bernville Cent - Frame 5 19,800 19,800 19,800 0Cent - Frame 5 22,000 22,000 22,000 0

Bechtelsville Cent - W52 5,000 5,000 5,000 0Cent - W52 5,000 5,000 5,000 0Cent - DC990 5,000 5,000 5,000 0Cent - Frame 5 18,500 18,500 18,500 0

Lambertville Recip (2 x 2200 HP) 4,400 3,419 3,633 214 0.000249 0.053Cent - DC 990 5,100 5,175 5,100 -75 0.000274 -0.021Cent - DC 990 5,100 5,175 5,100 -75 0.000274 -0.021Electric Unit 10,000 10,000 9,124 -876 N/A -$105,120

Total Incremental Fuel (MDth/D) 5.299Total Annual Electric Cost $2,804,133

Incremental Fuel (MDth/D) 5.299

TEAM Forward Flow Fuel % (5.299/(5.299+300)) 1.74%TEAM Forward Flow LAUF (M2-M3) 0.66%Total TEAM Forward Flow Shrinkage 2.40%

INCREMENTAL FUEL AND ELECTRIC POWER COST DERIVATIONTEAM 2014 PROJECT FORWARD HAUL (300 MDth/D)

Horsepower Utilized

Texas Eastern Transmission, LPDocket No. CP13-___-000Exhibit Z-2Sheet 3 of 4

Fuel AnnualStation Unit(s) Installed "Base" "Expansion" Difference Fuel rate Difference Electric CostHolbrook Recip - GMV-10-S (4 x 1350 hp each) 5,400 0 0 0 0.000249 0.000

Recip - GMVA-10 (4 x 1350 hp each) 5,400 0 0 0 0.000249 0.000Recip - KVS412 (4 x 2000 hp each) 8,000 0 0 0 0.000249 0.000Gas Turbine 1T 13,333 0 0 0 0.000274 0.000Gas Turbine 2T 13,333 0 0 0 0.000274 0.000Gas Turbine 3T 13,333 0 0 0 0.000265 0.000

Berne Electric Motors (6 x 2500 hp each) 15,000 0 0 0 N/A 0.000Electric Motor (1 x 15,000 hp) 15,000 0 0 0 N/A 0.000DC 990 5,100 0 0 0 0.000274 0.000

Summerfield Electric Motors (4 x 2000 hp each) 8,000 0 0 0 N/A 0.000Electric Motors (1 x 11000 hp each) 11,000 0 0 0 N/A 0.000

Somerset Recip - GMV-10 (7 x 1100 hp each) 7,700 0 0 0 0.000249 0.000Solar Mars Gas Turbine 10,600 0 0 0 0.000274 0.000

Five Points Electric Motors (3 x 2000 hp each) 6,000 0 0 0 N/A 0.000Solar Mars Gas Turbine 10,600 0 0 0 0.000274 0.000

Athens GE Frame 3 Gas Turbines (4 x 8000 hp each) 32,000 0 0 0 0.000274 0.000

Wheelersburg Electric Motors (6 x 2500 hp each) 15,000 0 4,142 4,142 N/A 0.000 103,550Electric Motor (1 x 15,000 hp) 15,000 0 0 0 N/A 0.000

Owingsville GE Frame 3 Gas Turbines (4 x 8000 hp each) 32,000 0 0 0 0.000274 0.000GE Frame 5 Gas Turbine 18,500 0 0 0 0.000274 0.000

Danville Recip - HBA-8 (7 x 1760 hp each) 12,320 0 0 0 0.000249 0.000Recip - HBA-8 T(3 x 2050 hp each) 6,150 0 0 0 0.000249 0.000GE Frame 3 Gas Turbines (2 x 8000 hp each) 16,000 0 0 0 0.000274 0.000GE Frame 5 Gas Turbine 18,500 0 0 0 0.000274 0.000

Tompkinsville Electric Motors (2 x 15500 hp each) 30,000 0 0 0 N/A 0.000

Gladeville Electric Motors (6 x 2500 hp each) 15,000 0 0 0 N/A 0.000Electric Motor (1 x 15,000 hp) 15,000 0 0 0 N/A 0.000GE Frame 5 Gas Turbine 18,500 0 0 0 0.000274 0.000

Mt. Pleasant Electric Motors (2 x 15,000 hp) 30,000 0 0 0 N/A 0.000Electric Motor (1 x 20,000 hp) 20,000 0 0 0 N/A 0.000

Barton Electric Motors (6 x 3000 hp each) 18,000 0 0 0 N/A 0.000Electric Motor (1 x 20,000 hp) 20,000 0 0 0 N/A 0.000GE Frame 5 Gas Turbine 19,800 0 0 0 0.000274 0.000

Egypt Electric Motors (2 x 20,000 hp) 40,000 0 0 0 N/A 0.000Electric Motor (1 x 15,000 hp) 15,000 0 0 0 N/A 0.000

Kosciusko Recip - GMV-10-S (14 x 2500 hp each) 35,000 0 0 0 0.000249 0.000Electric Motor 16,875 0 5,417 5,417 N/A 0.000 135,425

Clinton GE Frame 3 Gas Turbines (4 x 7600 hp each) 30,400 0 0 0 0.000274 0.000

Union Church Recip - HBA-8 T(9 x 2050 hp each) 18,450 0 0 0 0.000249 0.000Recip - TLA (4 x 3400 hp each) 13,600 0 2,357 2,357 0.000249 0.588

St. Francisville GE Frame 3 Gas Turbines (4 x 8000 hp each) 32,000 0 0 0 0.000274 0.000

Opelousas Recip - HBA-8 T(9 x 2050 hp each) 18,450 4,092 3,960 -132 0.000249 -0.033

Gillis GE Frame 3 Gas Turbine 7,600 0 0 0 0.000274 0.000GE Frame 3 Gas Turbine 8,000 0 0 0 0.000274 0.000

Total Incremental Fuel (MDth/D) 0.555Total Annual Electric Cost $238,975

Incremental Fuel (MDth/D) 0.555TEAM Reverse Flow Fuel % (0.555/(0.555+300)) 0.18%TEAM Reverse Flow LAUF 0.75%Total Reverse Flow Shrinkage 0.93%

Horsepower Utilized

INCREMENTAL FUEL AND ELECTRIC POWER COST DERIVATIONTEAM 2014 PROJECT REVERSE FLOW (300 MDth/D)

Texas Eastern Transmission, LPDocket No. CP13-___-000Exhibit Z-2Sheet 4 of 4

Percentage Dollars ($)Forward Flow (300 MDth/D) Fuel 1.74% EPC $2,804,133Reverse Flow (300 MDth/D) Fuel 0.18% EPC $238,975LAUF (Lost and Unaccounted For) Forward Flow (M2 - M3) 0.66% Reverse Flow (M2 - M2/WLA/ELA) 0.75%

Total Daily Fuel including LAUF 3.33%TEAM 2014 Fuel Shrinkage (600 MDth/D) 1.67%

Total Annual Estimated EPC $3,043,108

EPC : Electric Power Cost

INCREMENTAL FUEL AND ELECTRIC POWER COST DERIVATIONTEAM 2014 PROJECT (600 MDth/D)

SUMMARY

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Z-3

Flow Diagrams and Cost Information for Alternatives

Enclosed under separate cover in Volume IV.

This information has been marked Contains Critical Energy Infrastructure Information—Do Not Release

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Z-4

Draft Environmental Assessment

Enclosed under separate cover in Volume II.

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Exhibit Z-5

Matrix of Information Incorporated into Resource Reports Based on Commission Staff Comments

Page 1 of 13

TEAM 2014 ProjectFERC Resource Report Data Requests

Response Location/Comment

1. Indicate whether the access roads in table 1.3-2 are all existing roads. If not, please indicate which access roads or portions of access roads are to be widened, improved or newly constructed for the project.

Resource Report 1 Table 1.3-2 and Resource Report 8 Table 8.1-5 have been updated to include the requested information.

2. Provide the geotechnical investigations for all of the proposed horizontal directional drill (HDD) crossings for the Project as described in Section 1.5.2. Include a discussion about unanticipated release potential when drilling in karst areas.

updated Section 1.5.2 - geotech info to be provided supplemental

3. Identify the amount (feet and total acres) of overlap between existing right(s)-of-way and the proposed construction and permanent rights-of-way.

Table 1.3-1 provides temporary workspace, existing easement and new easement acreage and has been updated to include the total acreage. Typical figure 1 reference in text of Section 1.3.1

4. Identify all existing permanent access roads associated with each segment of pipeline that would be looped, and confirm that landowner permission would be obtained for all permanent access roads.

Access Road Table 1.3-2 in Section 1.3.1 includes identification of permanent access roads (existing and new). The Access Roads description within Section 1.31 includes a statement that landowner permission will be obtained for the two new permenant access roads.

5. Identify and describe the locations of the proposed pipeyards and wareyards. Pipeyared and wareyard locations and descriptions can be found in Table 1.3-3, which has been added to Section 1.3.1

6. Confirm that all bi-directional facility modifications would take place entirely on Texas Eastern owned or leased property.

Section 1.3.3 - text has been updated to include information about work that will occur outside of the Texas Eastern ROW.

7. Provide a table identifying the location, timeframe, and general scope of existing, approved, under construction, and planned major projects (e.g., roads, bridges, mining, other pipeline project, large commercial/industrial/residential developments) in the Project area. Do not limit the identification of other projects to a narrow corridor around the project but, rather, consider the location, scope, and timing of each project in determining whether it could have a cumulative impact on the resources affected by the project. Provide a detailed discussion of cumulative impacts that any identified projects and the project would have on each applicable environmental resource, and the measures that Texas Eastern would implement to minimize cumulative impacts. (Repeated as Question 1. from Staff's January 18, 2013 Comments )

Section 1.4 has been revised and now also includes Table 1.4-1 Cumulative Projects.

Resource Report 1

Page 2 of 13

TEAM 2014 ProjectFERC Resource Report Data Requests

Response Location/Comment8. Confirm that all applicable measures of the Erosion and Sediment Control Plan (E&SCP) would be applied to stream pre-blasting activities and provide Appendix E: E&SCP.

Section 1.5.2, Pre-Blasting In Streams has been updated to confirm that any blasting activities will be completed in accordance with the E&SCP.

9. Describe the process Texas Eastern would implement to resolve landowner complaints. Section 1.8 has been updated to include a summary of Texas Eastern's process for resolving landowner concerns.

10. Identify how many environmental inspectors Texas Eastern would employ to ensure environmental compliance during construction of the facilities.

Section 1.5.5 has been updated to state that There will be a minimum of one environmental inspector per construction spread.

11. Section 9.1.2.2 states that the project would include truck loading activities associated with the Delmont Compressor Station. Provide a description of this activity including what material would be loaded onto trucks and an estimate of how many trucks per year would be loaded with material.

Section 9.1.2.2 has been revised to state while truck loading activities were a part of the Plan Approval they are no longer proposed as needed by construction.

1. Provide the following tables:a. Waterbody Crossing Summary Table – number and types of waterbodies crossed by loop (including project totals);

Table Added 2.2-3

b. Wetlands Crossing Summary Table – number and types of wetlands crossed by loop (including project totals);

Table Added 2.3-3

c. Revised table 2.2-1 – remove “county/state”, “latitude/longitude”, “USGS quad name”, “class of aquatic resources”, “impact type”, and “stream impact (sq ft)”; and

Edited Table 2.2-1 and 2.2-2

d. Revised table 2.3-1 – remove “county/state”, “hgm code”, “water type”, “latitude/longitude”, “USGS quad name”, “watershed”, and “class of aquatic resources”.

Edited Table 2.3-1 and 2.3-2

1. Identify in table format the fish species commonly associated with each fisheries and waterbody type.

Edited Table 3.1-1

2. Identify in table format the wildlife species commonly associated with each habitat type. Edited Table 3.3-1

3. Revise table 3.3-1 so that it is consistent with the identified vegetation and habitat types. Edited Table 3.3-1

4. Identify and describe the migratory bird species of special concern and their habitats known to occur in the project area. Provide the following information:

Section 3.3.2 Migatory Birds was added

Resource Report 3 - Fisheries, Vegetation, and Wildlife

Resource Report 2 - Water Use and Quality

Page 3 of 13

TEAM 2014 ProjectFERC Resource Report Data Requests

Response Location/Commenta. an evaluation of the short-term, long-term, and permanent impacts on these species of special concern by construction and operation of the proposed facilities. The evaluation should include the direct, indirect, and cumulative effects of the project;

additional text added to Section 3.3.3

b. project-specific conservation measures and best management practices, developed in consultation with the U.S. Fish and Wildlife Service (FWS), to protect migratory birds and their habitats and to avoid or minimize take; and

additional text added to Section 3.3.3

c. documentation of consultation with the FWS regarding project-related impacts on migratory bird species of special concern.

additional text added to Section 3.3.3

5. Confirm that birds of conservation concern were accounted for in table 3.3-2. Table 3.3-3 was added6. Describe the feasibility of clearing natural or semi-natural habitats and performing maintenance activities between September 1 and March 31.

Section 3.3.3 provides Texas Eastern's standard schedule that maintenance activites will not occur April 15-August 1.

Question 2. from Staff's January 18, 2013 Comments: Specifically address the concerns raised by the United States Fish and Wildlife in the letter dated November 2, 2012.

Section 3.3.2 Migatory Birds was added

1. In section 6.1.1, provide maximum and minimum slope angles for each proposed loop. Provide length of slopes where slope angles exceed 37 degrees (75% grade) for each loop.

Information has been added to Section 6.1.1 for each loop description

2. In Section 6.1, provide detailed geologic mapping for all of the loops and compressor stations specifically identifying active or potentially active landslides which includes the following:

A landslide potential map was added as Figure 6.4-3; individual detail maps were added as Figures 6.4-4 to 6.4-6

a. structural geology (such as bedding attitudes); Section 6.4.5 has been updated.b. discussion of how landslides in adjacent slope could affect the pipeline or facility; Information added to intro of Section 6.4.5c. identify by milepost which landslides may pose a threat to the pipeline and how that specific hazard will be mitigated. Also provide follow-up discussion in Section 6.4.4 and 6.4.5;

Table 6.4.3 Areas with Potential for Increased Landslides Hazard was added to Section 6.4.5 and Sections 6.4.4 and 6.4.5 have been updated.

d. provide more detail discussion regarding landslide potential along the Holbrook Loop; and Discussion added to Holbrook Loop section of 6.4.5

e. evaluation of the potential for landslides to affect proposed access roads. Discussion added to intro of 6.4.53. In Section 6.1.2 describe or clarify the following:a. each compressor station site’s vertical relief and slope configuration; Information has been added to Section 6.1.2

Resource Report 6 – Geological Resources

Page 4 of 13

TEAM 2014 ProjectFERC Resource Report Data Requests

Response Location/Commentb. describe slope stability of immediately adjacent ascending and descending slopes from the facility;

Information has been added to Section 6.1.2

c. state if grading will be required to build the compressor modifications and how much cut and/or fill is planned for each; and

Information has been added to Section 6.1.2

d. describe if modifications to the slopes are anticipated. Information has been added to Section 6.1.24. Section 6.2 states that blasting will be required. Provide a blasting plan for the Project. Information has been added to Section 6.2.1.

5. Section 6.4.4 stated that research identified karst sinkholes which are located within 0.25 miles of the Bernville Loop. Perform detailed field mapping to investigate the presence of possible karst features (sinkholes, swallets, etc.) in the area of the Bernville Loop as well as all other loops and all compressor station locations. Also evaluate if any significant dewatering has been performed in these areas (from quarries or other operations). Include past existing pipeline performance data for the parallel pipelines adjacent to proposed loops.

Karst location map added as figure 6.4-2 and discussion was added to the individual segments in 6.4.4 including past experience.

6. As part of Section 6.4.4, provide a detailed map which shows the location of the proposed pipeline loops and compressor stations on the Pennsylvanian state karst density map.

map included as figure 6.4-2

7. In Section 6.4.5, describe any grading or slope modification proposed in the Fayette County Ware Yard.

Added to Section 6.4.5 under "Pipeyards and Wareyards"

8. In Section 6.4.6, identify Project sites or proposed loops that are located within a 100 year flood zone and depict boundaries of the flood zone on alignment sheets.

Added to Section 6.4.6 and the alignments

1. Under Section 7.0, identify any contaminated soil locations within the Project. Added information under section 7.2.6 and referenced Resource Reports 2 and 12.

2. Identify what percentage of the Project area is prime farmland and farmland of state-wide importance.

Information included under Section 7.3

3. Given the history of oil and gas exploration and production in the region, discuss the potential for surficial soil and/or shallow groundwater contamination along the pipeline route and provide an unanticipated discovery plan if soil and/or shallow groundwater contamination is encountered during construction and construction dewatering activities.

This comment is addressed in section 7.2.6.

Resource Report 7 – Soils

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Response Location/Comment4. Provide a discussion of the consultation with local conservation authorities and government land agencies with respect to their recommendations/requirements for seed mixes, seeding dates, fertilizer, erosion control, and noxious weed control.

NRCS consultation discussed in Section 7.4

1. Provide site-specific residential construction plans for residences with 50 feet of the construction work area. These will be attached to the environmental assessment as an appendix and should be filed with the application.

Site-specific residential plans have been added to RR8.

2. For those access roads or portions of access roads identified in table 1.3-2 that would be newly constructed for the project, please provide the current land use and type of vegetation for these areas.

Section 8.1.5 has been updated to provide the requested information.

3. In table 8.2-1 the distances from some of the structures are several hundred feet to the centerline, but within 50 feet of workspace. Add a column to the table that defines the type of workspace if it not directly along the pipeline construction right-of-way (i.e. contractor yards and access roads).

Table 8.2-1 has been updated to include a column for workspace location.

1. Include a table identifying all existing emission sources at each compressor station. Tables have been added that list each existing emission source for each compressor station in RR9 Section 9.0 under station headings

2. Provide a table identifying each existing compressor unit at each compressor station. Include the type (reciprocating, turbine), horsepower, and fuel type for each unit.

Tables have been added that identify each existing compressor unit at each station with request information in RR9 Section 9.0 under appropriate compressor station headings.

3. Update table 9.1-2 of Resource Report 9 to include the attainment status of all Project component locations, including pipeline loops, meter stations, launcher and receivers, main line valves, etc. Provide the appropriate level of clarity as some counties can be included in different Air Quality Control Regions for various non-attainment pollutants.

Information to be provided in a Supplemental submission.

4. Provide the emission estimates associated with the fuel gas heaters proposed at the Uniontown Compressor Station. Include detailed emission calculations to support the emission estimates.

Discussion was added addressing the exemption criteria that the fuel gas heaters fall under. Emission estimates were included to reflect what was in the Plan Approval application

Resource Report 8 – Land Use

Resource Report 9 – Air and Noise Quality

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Response Location/Comment5. Include a discussion on the applicability of New Source Performance Standard Subpart Kb for the Delmont Compressor Station related to the pressure vessels and storage tanks proposed to be installed. Also provide a discussion on the applicability of National Emission Standard for Hazardous Air Pollutants Subpart EEEE related to truck loading activities.

Discussion of NSPS and NESHAP applicability to storage tanks and truck loading at Delmont is addressed in Section 9.1.3.2.

6. Include a discussion for each compressor station of the potentially applicable NESHAPs (including subparts YYYY and ZZZZ).

Discussion of NESHAP applicability is addressed in Sections 9.1.3.1 thru 9.1.3.4.

7. Revise table 9.1-3 to include a per pollutant breakdown, for each compressor station, of the existing emissions associated with each emission source, the new emissions associated with the Project for each emission source, the new total emissions from the facility, and the net change in emissions. The emissions should include all emission sources, even those exempt from permitting.

Information to be provided in a Supplemental submission.

8. Revise tables 9.1-4A and 9.1-4B to provide construction emissions for all facilities associated with the project, including those listed in Tables 1.2-3 and 1.2-4. Provide the supporting detailed emission calculations.

Information to be provided in a Supplemental submission.

9. Provide an air modeling screening analysis (AERSCREEN) for operating emissions for existing and proposed emissions from each compressor station for both Class II and Class I areas for criteria pollutants. Provide the distance from the compressor stations and pipelines to the nearest Class I areas and demonstrate that emissions from pipeline construction and operations would not significantly impact air quality on Class I areas within 100 kilometers. Include all correspondence with the appropriate Federal Land Manager(s) regarding air quality as necessary.

Information to be provided in a Supplemental submission.

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Response Location/Comment10. General Conformity applies to all portions of the project located within designated non-attainment or maintenance areas. Although a non-attainment or maintenance area may also be within the Ozone Transport Region (OTR) and are subject to more stringent thresholds, project facilities located within an attainment area and the OTR do not fall within General Conformity regulations. In addition, only portions of a facility subject to a New Source Review, Non-attainment New Source Review, or minor New Source Review permit are exempt from General Conformity. If a source at a compressor station is exempt from permitting or is not subject to one of these types of permits, it is subject to General Conformity. Update Section 9.1.5.1 to rectify these facility applicability errors in the text to reflect the appropriate project facilities that are subject to General Conformity review and the General Conformity Applicability Analysis provided. Also, Update Table 9.1-5 and 9.1-6 to include all project facilities including the compressor stations and those facilities listed in Tables 1.2-3 and 1.2-4.

Information to be provided in a Supplemental submission.

11. Update Section 9.1.5.2 (Cumulative Impacts) to address other projects or facilities besides the Project facilities. Identify any other existing or proposed PSD facilities in proximity to each compressor station and the cumulative impact their operation. Identify any other construction activities near the compressor stations or pipeline (other energy infrastructure, road projects, housing development construction, etc.) and the cumulative impact of their construction.

Information to be provided in a Supplemental submission.

12. For each compressor station, Resource Report 9 identifies potential noise control mitigation which match those identified in the Hoover and Keith, Inc reports. Clarify whether Texas Eastern commits to implementing these noise control mitigation measures. Also identify whether the projected noise levels for the compressor station assumes these measures are implemented.

A statement has been added to each noise control mitigation section in report confirming mitigation measures will be implemented.

13. Provide copies of all supporting background sound surveys for each compressor station as identified in each Hoover & Keith, Inc. Acoustical Analysis (Report Nos. 2551, 1750, 2454, 1779, and 1751).

Information is included in Appendix L

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Response Location/Comment14. Clarify whether the current sound levels provided for the Uniontown Compressor Station include units 1R – 4R. Although these units do not run frequently, if they are included as part of the FERC certificated capacity of the compressor station, and can be run during peak flow, they should be included in the noise analysis.

Statement added to Uniontown CS section in RR9 Noise Section 9.2.4.1. Units 1R – 4R were retired. As a result, potential noise of Units 1R – 4R should not be included in the noise analysis.

15. Update table 1 of the Hoover and Keith report for the Delmont Compressor Station to include the in-service date for each compressor unit. Also, provide one horsepower rating type for all compressor units (i.e. NEMA, ISO, bhp).

Information is included in Appendix L. Section 3.0 of H&K Report No. 2711 (dated Jan. 11, 2013), discusses in-service dates (or lack of this information). Also, NEMA HP ratings for units included.

16. Update the Hoover and Keith report for the Delmont Compressor Station to include a description of the methodology used to calculate the existing compressor station contribution minus the retirement of Units 2T and Units #1-6. The summary table and Table 1 of the report do not appear to take into account whether actual ambient conditions (i.e. birds, traffic, insects etc.) are the contributing factor to the ambient conditions or the existing compressor station with all units running. For example, at Noise Sensitive Area (NSA) 2, which is the furthest set of NSAs, an almost overall 8 decibel reduction is projected. However, no indication is provided whether the existing units are currently audible at this location. The background noise level is also currently the highest at this location while being the furthest from the compressor station, which also indicates that other factors may be contributing to the ambient noise over the compressor station.

Information is included in Appendix L. Section 4.0 of H&K Report No. 2711 (dated Jan. 11, 2013), discusses the methodology to calculate station noise minus retirement of Unit 2T and Units #1-#6. Regarding influence of actual ambient noise (i.e., birds, traffic), the station noise was considered the primary noise contributor at all identified NSAs, and primary factor that affects station noise contribution at NSAs is existing terrain. For example, NSA #2 is in direct line-of- sight with Unit 2T and noise of Unit 2T, during operation, is the major noise contributor to noise level at NSA #2. As a result, after Unit 2T is retired, there will be a substantial decrease in the overall station noise at NSA #2 but the effect of station noise reduction after Unit 2T retirement is less at other NSAs.

17. Update the Hoover and Keith reports for the Armagh and Entriken Compressor Stations to include a table of each existing compressor unit, the manufacturer, unit type and model, fuel source, horsepower (using the same rating methodology for all units), and in-service dates.

Information is included in Appendix L. Section 3.0 of H&K Report No. 2710 for Entriken (dated Jan. 7, 2013) & Section 3.0 of H&K Report No. 2713 for Armagh (dated Jan. 7, 2013) discusses in-service dates and NEMA HP ratings for the station compressor units.

18. The Hoover and Keith reports for the Delmont, Armagh, and Entriken Compressor Stations states that there would also be an added “maintenance” type of gas blowdown vent associated with the compressor units. Provide a noise analysis associated with this maintenance blowdown identifying the projected noise level at the nearest NSAs for each compressor station and identify whether the blowdowns would be piped to a silencer.

Information is included in Appendix L. Respective H&K reports for Delmont, Armagh and Entriken includes noise analysis of the maintenance gas blowdown event and whether blowdown venting will include a silencer.

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Response Location/Comment19. Provide a noise analysis, including all supporting detailed calculations, for all NSAs within one-half mile of each HDD entry and exit site. This analysis should include:

Appendix L and new section 9.2.4.6 added to RR9. Currently, there will be one (1) HDD associated with the Project (i.e., HDD at Schuylkill River) and H&K Report No. 2798 (dated Jan. 7, 2013) provides an acoustical assessment of this HDD.

a. the distance and direction to the NSAs and the proposed length of time HDD activities would occur;

Distance/direction of identified closest NSAs included in Section 2.0 of the respective H&K report. Updated Section 9.2.4.6 to include HDD duration.

b. a plot plan showing the distance and direction of the nearest NSAs; Information is included in Appendix L (Page 6 of the respective H&K report) and summary in section 9.2.4.6

c. background noise levels and estimated drilling noise contributions at the NSAs; Information is included in Appendix L (Section 5.0 the respective H&K report)

d. any noise mitigation measures Texas Eastern would commit to implement at each HDD entry or exit location where estimated drilling noise contributions would exceed a day/night sound level (Ldn) of 55 decibels (dBA), and the projected resulting noise levels with the mitigation measures employed; and

Statement added to each noise control mitigation section in report confirming mitigation measures will be implemented.

Question 3 from Staff's January 18, 2013 Comments: Provide a description of the potential cumulative effects on air and noise resulting from the construction and operation of the TEAM 2014 Project in Pennsylvania.

Information to be provided in a Supplemental submission.

4. Provide detailed flow diagrams and hydraulic flow models to support Texas Eastern’s TEAM 2014 Project as currently contemplated.

Attachment B of Texas Eastern's February 6, 2013 Response Resource Report 10 – Alternatives

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Response Location/Comment5. Discuss the system operational reasons for Texas Eastern rejecting the following alternatives:

a. expanding the Capacity Restoration Project (CRP) system. Also, compare and contrast the future expandability of the Penn-Jersey system versus the CRP system; andb. using the Penn-Jersey and CRP systems nearly equally, differing by consideration for volumes to be delivered at a point along the CRP system at Marietta, Pennsylvania.

Support the response with detailed flow diagrams and hydraulic flow models.

Attachments C and D of Texas Eastern's February 6, 2013 Response

6. Gas Supply Consulting, Inc. (GSC) identified four system alternatives in ConocoPhillips November 2, 2012 comments in response to the “Notice of Intent to Prepare an Environmental Assessment for Texas Eastern and Appalachia Market Expansion Project 2014 and Request for Comments on Environmental Issues.”

Assess and describe the feasibility of the alternatives proffered by GSC. Specifically discuss the operational feasibility of each study in meeting the desired operational flexibility of Texas Eastern’s TEAM 2014 Project. Texas Eastern’s evaluation of each alternative should be supported by detailed flow diagrams and hydraulic models.

Attachments C and D of Texas Eastern's February 6, 2013 Response

7. Identify and describe system alternatives that incorporate GSC’s inclusion of various levels of turnback capacity from ConocoPhillips. These alternatives should address:

a. expanding the CRP system; andb. using the Penn-Jersey and CRP systems nearly equally, differing by a consideration for volumes to be delivered at a point along the CRP system at Marietta, Pennsylvania.Support the response with detailed flow diagrams and hydraulic flow models.

Attachments C and D of Texas Eastern's February 6, 2013 Response

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Response Location/Comment8. Provide the information below for each system alternative identified in Question 5:a. pipeline location(s), diameter(s) and length(s);b. compressor station locations, and descriptions of these facilities (including horsepower and turbine type);c. acres of land temporarily and permanently required to construct and operate the alternative;d. number of wetland and waterbodies crossed;e. types and acres of vegetation potentially affected; f. number of residences located within 50 feet of proposed construction workspaces; g. the right-of-way (in miles) that facilities would parallel or be adjacent to existing rights-of-way;h. sensitive areas; andi. cultural resources.

The information should be provided in table format, comparing each system alternative to the proposal. Texas Eastern may supplement its response with additional information/text that may be relevant to the analysis of the system alternatives.

Attachments C and D of Texas Eastern's February 6, 2013 Response

9. Specifically describe the potential scheduling, permitting and costs impacts associated with the development of the CRP system alternative in more detail, as identified in Section 10.2 of RR 10. Also, describe these impacts as they apply to Question 8 of this request.

Attachments C and D of Texas Eastern's February 6, 2013 Response

10. Clarify terminology used in alternatives and explain how this information was utilized in the assessment. Specific terminology that is unclear:a. In Section 10.2.1 Holbrook Discharge Pipeline – “high compression ratios”;

Section 10.2.1 of Resource Report 10

10. Clarify terminology used in alternatives and explain how this information was utilized in the assessment. Specific terminology that is unclear:b. in Section 10.2.9 Delmont Compressor Station – “the pressure gradient profile”; and

Section 10.2.9 of Resource Report 10

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Response Location/Comment10. Clarify terminology used in alternatives and explain how this information was utilized in the assessment. Specific terminology that is unclear:c. in Section 10.2.10 Armagh Compressor Station and Section 10.2.11 Entriken Compressor Station– “improved compressor balance.”

Section 10.2.10 of Resource Report 10

11. Provide tables that compare the following:

a. the proposed 2.7-mile Perulack West Discharge Pipeline and the 4.5-mile alternative identified in Section 10.2.2 of RR 10; andThe table should address items a – i identified in Question 8 of this request.

Table 10.2-1 of Resource Report 10

11. Provide tables that compare the following:b. the proposed 2.4-mile Grantville West Discharge Pipeline and the 5.0-mile alternative identified in Section 10.2.5 of RR 10.

Table 10.2-2 of Resource Report 10

12. Identify and describe pipeline looping and/or compression alternatives that would satisfy the purpose of the Project, but may not include construction of one or more of the following:

a. the Perulack East Discharge Pipeline;

Section 10.2.3 of Resource Report 10

12. Identify and describe pipeline looping and/or compression alternatives that would satisfy the purpose of the Project, but may not include construction of one or more of the following:

b. the Shermans Dale Discharge Pipeline;

Section 10.2.4 of Resource Report 10

12. Identify and describe pipeline looping and/or compression alternatives that would satisfy the purpose of the Project, but may not include construction of one or more of the following:

c. the Grantville East Discharge Pipeline; and

Section 10.2.4 of Resource Report 10

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Response Location/Comment12. Identify and describe pipeline looping and/or compression alternatives that would satisfy the purpose of the Project, but may not include construction of one or more of the following:

d. the Bernville Discharge Pipeline.

Section 10.2.7 of Resource Report 10

13. Identify and describe a pipeline route alternative that would avoid impacts to the Beaumariage property and compare to the proposed route. Address items a – i identified in Question 8 of this request in your response.

Section 10.3.2 of Resource Report 10

14. Identify the locations of known (ongoing or planned) long wall mining activities underlying the Holbrook Loop alternative identified in Section 10.3.1 of RR 10. Also, identify the percentage of the 5.8-mile alternative that would be underlain by long wall mining activities.

Section 10.2.1 of Resource Report 10

Resource Report 11 – Reliability and Safety1. Identify the US Department of Transportation Class locations and High Consequence Areas by milepost along the pipeline loops.

shown on alignments / referenced in RR11

TEXAS EASTERN TRANSMISSION, LP

TEAM 2014 PROJECT

DOCKET NO. CP13-___-000

Notice

UNITED STATES OF AMERICAFEDERAL ENERGY REGULATORY COMMISSION

Texas Eastern Transmission, LP ) Docket No. CP13-___-000

ABBREVIATED APPLICATION OFTEXAS EASTERN TRANSMISSION, LP

FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITYAND FOR RELATED AUTHORIZATIONS AND

ORDER APPROVING ABANDONMENT

( )

Take notice that on February 27, 2013, Texas Eastern Transmission, LP (“TexasEastern”), 5400 Westheimer Court, Houston, Texas 77056, filed with the Federal EnergyRegulatory Commission an application under Sections 7(b) and 7(c) of the Natural GasAct (“NGA”) for its proposed TEAM 2014 Project. Specifically, Texas Eastern requests:(i) authorization under NGA Sections 7(b) and 7(c) to construct, own, operate, andmaintain certain pipeline and compression facilities and related appurtenances and toabandon in place certain compression facilities necessary to increase capacity on theTexas Eastern system by 600,000 dekatherms per day from supply points in theMarcellus Shale region to delivery points in New York, New Jersey, Ohio, Mississippiand Louisiana; (ii) authority to charge initial incremental recourse rates for firm serviceon the TEAM 2014 Project facilities and existing system rates for interruptible service onsuch facilities; and (iii) any waivers, authority, and further relief as may be necessary toimplement the proposal contained in its application.

Texas Eastern requests that the Commission grant the requested authorizationsand related approvals on or before November 21, 2013. Texas Eastern states that issuingan order by this date will help to ensure that the TEAM 2014 Project is in service byNovember 1, 2014, in time to meet the transportation needs of the TEAM 2014 Projectshippers and to ensure that the additional capacity is available as the TEAM 2014 Projectshippers’ production comes on line.

The name, address, and telephone number of the person to whom correspondenceand communications concerning this Application should be addressed is:

2

Berk DonaldsonDirector, Rates and CertificatesTexas Eastern Transmission, LPP.O. Box 1642Houston, Texas 77251-1642Phone: (713) 627-4488Fax: (713) 627-5947

Any person desiring to intervene or to protest this filing must file in accordancewith Rules 211 and 214 of the Commission’s Rules of Practice and Procedure (18 C.F.R.§§ 385.211 and 385.214). Protests will be considered by the Commission in determiningthe appropriate action to be taken, but will not serve to make protestants parties to theproceeding. Any person wishing to become a party must file a notice of intervention ormotion to intervene, as appropriate. Such notices, motions, or protests must be filed onor before the comment date. Anyone filing a motion to intervene or protest must serve acopy of that document on the Applicant. On or before the comment date, it is notnecessary to serve motions to intervene or protests on persons other than the Applicant.

The Commission encourages electronic submission of protests and interventionsin lieu of paper using the “eFiling” link at http://www.ferc.gov. Persons unable to fileelectronically should submit an original and 14 copies of the protest or intervention to theFederal Energy Regulatory Commission, 888 First Street, N.E., Washington, D.C. 20426.

This filing is accessible on-line at http://www.ferc.gov, using the “eLibrary” linkand is available for review in the Commission’s Public Reference Room in Washington,D.C. There is an “eSubscription” link on the web site that enables subscribers to receiveemail notification when a document is added to a subscribed docket(s). For assistancewith any FERC Online service, please email FERCOnlineSupport@ferc.gov, or call(866) 208-3676 (toll free). For TTY, call (202) 502-8659.

Comment Date: 5:00 pm Eastern Time on [INSERT DATE].

Kimberly D. BoseSecretary

US 1735967v.23