Howard L. Nelson

GREENBERG TRAURIG, LLP ATTORNEYS AT LAW WWW.GTLAW.COM 2101 L Street NW, Suite 1000 Washington, DC 20037 Tel 202.331.3100 Fax 202.331.3101

Howard L. Nelson Tel (202) 331-3163 Fax (202) 331-3101 [email protected]

August 25, 2015 Ms. Mary Jo Kunkle Michigan Public Service Commission 7109 W. Saginaw Highway P. O. Box 30221 Lansing, MI 48909

Re: In the matter of the application of DTE GAS COMPANY for approval of a Gas

Cost Recovery Plan, 5-year Forecast and Monthly GCR Factor for the 12 months ending March 31, 2016; MPSC Case No. U-17691 Dear Ms. Kunkle: Attached for electronic filing, please find the official Exhibit Nos. ANR-1 through

ANR-27 in the above-captioned proceeding. These exhibits were admitted into the record in the

above referenced docket during the hearing held on August 20-21, 2015.

Sincerely,

__________________________

Howard L. Nelson [email protected]

Attachments cc: Parties to Case No. U-17691

STATE OF MICHIGAN

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

* * * * * In the matter of the Application of ) DTE Gas Company for approval of a ) Gas Cost Recovery Plan, 5-year Forecast ) Case No. U-17691 and Monthly GCR Factor for the 12 months ) ending March 31, 2016 ) )

PROOF OF SERVICE

The undersigned certifies that on August 25, 2015 he served a copy of Exhibit Nos.

ANR-1 through ANR-27 admitted at the hearing held on August 20-21, 2015 on behalf of

ANR Pipeline Company via electronic mail upon the persons referred to in the attached

service list.

Howard L. Nelson [email protected]

MPSC Case No. U-17691 SERVICE LIST

Administrative Law Judge MPSC Staff Mark D. Eyster Spencer A. Sattler Michigan Public Service Bryan A. Brandenburg Commission [email protected] 7109 W. Saginaw Highway [email protected] Lansing, MI 48917 [email protected] Interstate Gas Supply, Inc. Brandon C. Hubbard DTE Gas Company [email protected] David S. Maquera Richard P. Middleton Residential Ratepayer [email protected] Consortium [email protected] David L. Shaltz [email protected] [email protected]

Attorney General Retail Energy Supply Michael E. Moody Association Donald Erickson Jennifer Utter Heston [email protected] [email protected] [email protected]

MPSC Case No.: U-17691 Respondent: M.D. Sloan Requestor: ANR-5 Question No.: ANR/DG-5.16a Page: 1 of 1 Question: Referring to page 5, lines 9-11.

(a) Please explain the basis for Mr. Sloan’s statement as to the most recent estimate of proposed capacity into the Michigan and Ontario markets on the three pipelines, and provide any documents relied upon.

Answer: Mr. Sloan relied on public documents published by the three pipelines.

The documents relied upon have been previously provided in ANDG-2.6, ANRDG-2.12, ANRDG-4.1, and ANRDG-4.2

MPSC Case No. U-17691 Exhibit No. ANR-23

Page 1 of 82

MPSC Case No.: U-17691 Respondent: R. G. Lawshe Requestor: ANR-1 Question No.: ANR/DG-2.6 Page: 1 of 1 Question: Please provide all correspondence, including e-mails, with ANR

concerning the availability of capacity on ANR East or the possibility of DTE Gas contracting for capacity on ANR East.

Answer: See Attachments ANRDG-2.6.


Page 2 of 82

TransCanada ANR East Pipeline ProjectProviding transportation for emerging Utica supplies to access diverse markets in the Midwest, Ontario and Gulf Coast

ANR East Pipeline ProjectTransCanada U.S. Pipelines is developing the ANR East Pipeline Project to transport growing supplies of Appalachian Basin gas including the Utica shale to markets in the Midwest, Louisiana Gulf Coast, and Ontario. The project will provide affordable, clean-burning and abundant natural gas supplies to help meet the growing need for power generation, help support growth in the industrial and commercial business sectors, and provide ample supplies for LNG exports from the Louisiana and Texas Gulf Coast. The project will offer supply diversity to its growing demand base, and market diversity to Utica producers and potential shippers.

In late 2013 and early 2014, ANR Pipeline developed a series of projects utilizing existing capacity aimed at providing export routes of Appalachian supplies to the Midwest and Gulf Coast. These solicitations were extremely successful leaving ANR unable to accommodate all the interest shown. This project represents the next logical step in providing more connectivity between the Utica basin and the markets that ANR serves. The development of this project has been the result of the ever increasing need being expressed to ANR for a new economic and strategic growth project out of the Appalachian basin.

About TransCanada With more than 60 years’ experience, TransCanada is a leader in the responsible development and reliable operation of North American energy infrastructure including natural gas and oil pipelines, power generation and gas storage facilities.

We operate one of the largest natural gas transmission networks in North America — 42,500-miles (68,500-kilometres (km)) — tapping into virtually every major gas supply basin and transporting approximately 20 per cent of the continent’s daily natural gas supply. We are North America’s third largest provider of natural gas storage and related services with more than 400 billion cubic feet (Bcf) of storage capacity.

TransCanada’s natural gas pipeline assets include the 10,017-mile (16,121-km) ANR system which transports natural gas from primarily Texas and Oklahoma on its southwest leg and in the Gulf of Mexico and Louisiana on its southeast leg. The system extends to markets located mainly in Wisconsin, Michigan, Illinois, Ohio and Indiana. ANR also connects with other natural gas pipelines, providing access to diverse sources of North American supply. ANR also owns and operates regulated underground natural gas storage facilities in Michigan with a total capacity of 250 billion cubic feet (Bcf).

The 2,639-mile (4,247-km) Keystone Pipeline system transports almost one-quarter of Canada’s crude oil exports to the United States. It has safely delivered more than 590 million barrels of Canadian crude oil to markets in the U.S. since it began operation in July 2010. Keystone now includes the Gulf Coast extension, which began transporting crude oil from Cushing, Oklahoma to refineries on the Gulf Coast of Texas in January 2014, providing these refineries with a more stable and less expensive source of oil from U.S. and Canadian producers.


Page 3 of 82

Project ScopeThe ANR East Pipeline Project will include the construction of a new pipeline originating at the Cadiz Gas Plant in southeastern Ohio and terminating at the ANR Joliet Hub in Lake County, Indiana. The new build will consist of approximately 320 miles of large diameter, 1440 psig MAOP pipeline and up to 140,000 HP of compression. It is anticipated to have a capacity between 1.2 and 2.0 Bcf/d, depending upon contractual commitments, project scope and final design. In addition to receipt points at Cadiz, the ANR East Pipeline Project will also provide receipt points at Tuscarawas with Dominion Transmission (TL-400) and Tennessee Gas Pipeline. The project will be designed to deliver gas into ANR’s ML 3 tariff zone at Defiance and into ANR’s Zone ML7 at the Joliet Hub in Lake County, Indiana.

MI

IN

PA

OH

Chicago

Bridgman Vector

TrunklinePanhandle

DefianceNiSourceANR

Joliet Hub

Willow Run

Dawn

Farwell

Leesville

Cadiz

Clarington

Marcellus

Utica

PA

OH

WV

Leesville

Cadiz

Clarington

OptionalBuild

Project Receipt LocationsThe project will commence from a point at or near the Cadiz Processing Plant Tailgate. The project route will cross Tennessee Gas Pipeline and Dominion Transmission at Tuscarawas and, subject to shipper interest, receipt points will be provided to either or both pipelines.

Optional Receipt Locations Pending customer interest, the project can be extended from the Cadiz Gas Plant to the Clarington Hub where the following additional pipelines could be accessed:

• Dominion Transmission (TL-377)

• EQT Ohio Valley Connector

• Eureka Hunter Midstream

• PVR Utica Ohio River Project

• Texas Eastern M2 Zone/OPEN Project

This extension would require an additional 34 miles of pipeline and compression with a design capacity between 0.6 and 1.2 Bcf/d.

ANR

ANR East Pipeline Project

Great Lakes

TCPL

Delivery Point

Receipt Point

Gas Pipeline

Gas Plant


Page 4 of 82

Access to Markets…

Midwest offers power and industrial demand growth, strong winter heating loads, and significant storage injection demand.

Ontario is a key market outlet of Great Lakes with stable gas power generation and summer storage refill demand; projected significant power sector growth post-2020.

Louisiana offers significant industrial demand, LNG exports will almost double the statewide demand by the end of the decade.

0

2000

4000

6000

8000

10000

12000

14000

Industrial

Power

R&C*

Storage

2014 2017 2020 20230

500

1000

1500

2000

2500

3000

3500

4000

Industrial

Power

R&C*

Storage

2014 2017 2020 20230

1000

2000

3000

4000

5000

6000

7000

8000

9000

10000

LNG Exports

Industrial

Power

R&C*

Storage

2014 2017 2020 2023

Chicago

CrownPoint

St. John

Joliet

Sandwich

NICORNGPLNGR

Horizon

MidwesternAllianceGuardian

Northern BorderPeoples

ConstellationPPL University ParkCrete Power Plant

Vector

NIPSCO

Bridgman

Delivery Locations The Project will interconnect with ANR in two different Tariff Zones. At Defiance, the Project will interconnect to ANR’s ML3 Tariff Zone. From Defiance, ANR has cost competitive expansions to facilitate deliveries to ANR’s at Defiance south to its Southeast Head Station at Eunice, Louisiana, and north to MichCon at Willow Run, Michigan. ANR can also provide transportation services to and from its vast array of storage facilities in northern Michigan via seamless arrangements with its affiliate Great Lakes Gas Transmission.

Interconnections can be made available on 3rd party pipelines that cross the Project route, such as NiSource, Vector, Trunkline, and Panhandle, and with LDC territories including Consumers, NIPSCO and NICOR. ANR can also provide up to 850 MMcf/day of transportation service to Dawn, Ontario via seamless arrangements with its pipeline affiliates Great Lakes Gas Transmission and TransCanada Pipeline. These alternatives will be directed by customer interest.

Why ANR?ANR and Great Lakes are well connected to existing markets and provides easy access to multiple liquid pricing hubs. ANR’s footprint accesses significant demand growth potential as well as on-system storage market opportunities. In addition to markets in the Midwest and Ontario, existing Southeast Mainline capacity provides access to significant growth opportunities in the Gulf Coast, and Southwest Mainline capacity for deliveries west and south.

ANR and Great Lakes offers more than 27 Bcf/d of meter capacity in the Midwest and into Canada as well as 6.5 Bcf/d in Louisiana. Additional meter capacity is being developed for deliveries of supply for LNG exports in south Louisiana.

Great Lakes

Perryville

Consumers Michcon

ANR Southeast

ANR Southeast

MichiganLDCs, StorageWisconsin, Minnesota LDCs

Strong winter heating load

Chicago Joliet HubMajor U.S. supply aggregation and liquid trading hub

Northern Illinois, IndianaHeavy LDC load

Power GenerationConnected to over 40 power plants across ANR and Great Lakes

Mississippi River CorridorIndustrial Markets

LNG Exports

Dawn Hub

Utica

ANR

LA

OH

INIL

MI

ONMN

WI

Source: 2014 TransCanada Spring Outlook

Midwest Demand – Mmcf/d Ontario Demand – Mmcf/d Louisiana Demand – Mmcf/d

* Residential and Commercial

Compressor Station

ANR Joliet Hub


Page 5 of 82

July 2014 - TransCanada ANR East Pipeline Project

Key Interconnects on ANR and Great LakesMichigan Markets Consumers Energy, MichCon, SEMCO, MGU, ANR Storage, Bluewater Gas Storage, Detroit Edison (via SEMCO), MCV, WEPCo

Northern Illinois/Indiana LDC Load Illinois Power, NIGAS, NIPSCO, Peoples

Chicago Joliet Hub Pipeline Interconnects Alliance, Guardian, Horizon, Northern Border, Midwestern, NGPL, NICOR, NIPSCO, Peoples, Vector

Minnesota Markets Minnesota Energy Resources, City of Duluth, Otter Tail Power

Wisconsin ANR LDC Load Alliant/Wisconsin Power & Light, Madison Gas & Electric, Wisconsin Gas, Wisconsin Electric, Wisconsin Public Service, NSP/Xcel via Great Lakes, Superior WL&P

Louisiana Interstate Pipeline Interconnects ANR Eunice Headstation, Florida Gas Transmission, SONAT, Transco, TGP, Texas Eastern, Gulf South, Trunkline

Mississippi River Corridor Industrial Markets Bridgeline, Acadian, Cypress, LIG

Gulf Coast LNG Export Facilities

Ontario Markets (via Great Lakes) TransCanada @ St. Clair Via GLGT, Enbridge @ Corunna via ANR Link Line, Union @ Dawn via TransCanada or Enbridge

Market Hubs ANR and Great Lakes are attached to trading hubs that offer price liquidity and price transparency – Chicago, Michcon, Consumers, Perryville, ANR Southeast, ANR Southwest

Foundation ShippersParties interested in signing up as a foundation shipper to the project must execute a Precedent Agreement prior to ANR holding a Binding Open Season. Additional information about the ANR East Pipeline Project is available subject to execution of a Confidentiality Agreement. Both a Confidentiality Agreement and Precedent Agreement are available upon request. The Precedent Agreement must be executed by a duly authorized representative and mailed, emailed or faxed to:

717 Texas Street, Houston, TX 77002-2761 Attn: Daniel Andruccioli, Business Development [email protected] Office 832.320.5451 Fax No. 832.320.6451

All Media Inquiries Attn: Gretchen Krueger U.S. & Mexico Communications [email protected] Mobile: 832.389.6473 Media Line: 1.800.608.7859

Other Contact InformationJohn Hampton – Business Development [email protected] Office 832.320.5424 Cell 281.635.6815

Erik Anderson – Marketing [email protected] Office 832.320.5606 Cell 248.231.0564

Jay White – Marketing [email protected] Office 832.320.5393 Cell 713.899.3394

Business Development Fax 832.320.5707 Marketing Fax 832.320.5567 TransCanada U.S. Pipelines 832.320.5000


Page 6 of 82

July 3, 2014 ANR PIPELINE COMPANY

ANR EAST PROJECT NON-BINDING OPEN SEASON

Due to growing market demand and the continuing development of the Utica and Marcellus Shale Basins, ANR Pipeline Company (“ANR”) is conducting a non-binding open season to solicit interest for its ANR East Project (“Project”). The Project is intended to provide Marcellus and Utica gas supplies with export capacity directly from the supply basin to the Midwest, Gulf Coast, and Dawn, Ontario. The Project would also allow for transportation receipts of Utica Marcellus sourced gas supply at or near Defiance Ohio, a hub of several existing and proposed 3rd party pipelines which offer the necessary capacity to various downstream markets. OPEN SEASON PERIOD This open season shall commence at 11:00 a.m. CT Thursday, July 3, 2014, and close at 5:00 p.m. CT on Monday, July 28, 2014. PROJECT SCOPE ANR proposes to construct a new, large diameter 1440 psig pipeline from Clarington, Ohio through Cadiz and Leesville, Ohio to an interconnection with ANR’s existing system at Defiance, Ohio. As part of the Project, ANR proposes facility enhancements to expand ANR’s existing system capacity from Defiance, Ohio to market locations in ANR’s ML7 and ML3 rate zones. The Project is designed to provide additional export transportation capacity for shippers to move gas supplies from Southeast Ohio or Northwest Ohio (near Defiance), to markets in the U.S. Midwest and Gulf Coast. Based on customer interest, ANR can also provide transportation service to Dawn, Ontario via seamless arrangements with its pipeline affiliates Great Lakes Gas Transmission (“Great Lakes”) and TransCanada Pipeline. ANR East is offering to provide any one of the following transportation options to provide access to a diverse market portfolio: Option A – Receipt of gas at Clarington, Cadiz, and/or Leesville, Ohio with delivery to ANR and others near Defiance, Ohio; or Option B – Receipt of gas by ANR near Defiance, Ohio, with delivery to existing market locations and pipeline interconnections in ANR’s ML7 and/or ML3 rate zones; or Option C – Receipt of gas at Clarington, Cadiz, and/or Leesville, Ohio with delivery to existing market locations and pipeline interconnections in ANR’s ML7 and/or ML3 rate zones. Upon request, ANR will also consider (i) the construction of facilities to receive gas at locations other than Clarington, Cadiz, or Leesville; (ii) new or expanded interconnections with markets and pipelines crossing the ANR existing system row or that of the proposed Project.


Page 7 of 82

2/11

ANR EAST PROJECT ROUTE OPTIONS

PROJECT TIMING The targeted in-service date of the Project is the 3rd Quarter of 2017. Upon request, ANR may phase in service for portions of the Project earlier than the 3rd Quarter of 2017 start date, subject to the receipt and timing of any applicable regulatory approvals. PROJECT BENEFITS ANR is well connected to existing markets and provides easy access to multiple liquid pricing hubs. The ANR footprint accesses significant demand growth potential as well as on-system storage market opportunities. Through interconnections on the existing ANR and GLGT systems, the ANR East project provides access to 27 Bcf/d of meter capacity in the Midwest and into Ontario. In addition to Midwest markets ANR’s Southeast Mainline capacity provides access to 6.5 Bcf/d in Louisiana and significant growth opportunities in the Gulf Coast, and additional meter capacity is being developed for deliveries of supply for LNG exports in south Louisiana. ANR’s Southwest Mainline provides access to markets to west and south.

1.15 Bcf/d

LebanonTexas Gas

Sandwich

ANR Mainline 3 ZoneMadisonville, KY to Defiance, OH

ANR Mainline 7 ZoneNorth of Defiance, OH

and Sandwich, IL

MichCon

MichCon

MichCon


Page 8 of 82

3/11

Market Demand The project provides Utica and Marcellus supplies unparalleled access to existing markets, including:

Multiple liquid pricing hubs including:

o Chicago’s ANR Joliet Hub o MichCon o Consumers o Dawn o Lebanon o ANR LA o ANR SW

35+ Electric and Gas Utilities Significant connections to LDC demand in Michigan,

Wisconsin, Illinois, Indiana, and Ohio Significant gas-fired power generation demand from

40 power plants across the ANR system with nameplate capacity of 17,000+ MW

Access to over 900+ Bcf of storage capacity, including 250 Bcf of ANR on-system storage

Access to off-system storage, including MichCon, Consumers, Bluewater, MGU, Peoples, Panhandle, and Dawn

Growing industrial markets Multiple LNG export markets in Louisiana and Texas

ANR Southwest

0

2000

4000

6000

8000

10000

12000

14000

2014 2017 2020 2023

Midwest Demand - Mmcf/d

Industrial

Power

R&C

Storage

0

2000

4000

6000

8000

10000

12000

14000

2014 2017 2020 2023

Louisiana Demand - Mmcf/d

LNG Exports

Industrial

Power

R&C

Storage

0

2000

4000

6000

8000

10000

12000

14000

2014 2017 2020 2023

Ontario Demand - Mmcf/d

Industrial

Power

R&C

Storage


Page 9 of 82

4/11

ANR DELIVERY LOCATIONS For convenience, a partial list of existing interconnecting parties is listed below. ANR will also consider requests for other ML7 and ML3 delivery locations: ML-7 Rate Zone ANR Joliet Hub

Alliance Pipeline Guardian Pipeline Northern Border Pipeline Midwestern NGPL Northern Indiana Public Service Company(NIPSCO) Peoples Vector Pipeline

Michigan

MichCon Consumers Gas Company Southeastern Michigan Gas Company (SEMCO) Great Lakes Gas Transmission ANR Storage Facilities

Tie-Line (Defiance to Bridgman) Consumers Gas Company Northern Indiana Public Service Company (NIPSCO) Southeastern Michigan Gas Company (SEMCO)

Ohio Ohio Gas Company East Ohio Gas Company

Indiana

Northern Indiana Public Service Company (NIPSCO) ML-3 Rate Zone Indiana

Northern Indiana Public Service Company (NIPSCO) Proliance Texas Eastern Transmission Texas Gas Transmission


Page 10 of 82

5/11

PROJECT CAPACITY1,2 As currently designed and conceived, the Project provides segment capacity up to the quantities listed below: Option A – Capacity from Supply Area

From Clarington to Leesville 2,000,000 Dth/d Leesville to Defiance 2,400,000 Dth/d

Option B – Defiance Take Away Capacity

Total take away capacity from Defiance 2,900,000 Dth/d West 2,000,000 Dth/d

o Joliet Hub 1,150,000 Dth/d o Dawn, Ontario 350,000 Dth/d o Tie Line Points3 2,000,000 Dth/d o Other ML-7 Points

South 600,000 Dth/d

o Texas Gas o Lebanon o Other ML-3 Points

North 300,000 Dth/d

o MichCon 300,000 Dth/d FOUNDATION SHIPPER STATUS Any bidder who submits a bid for a minimum daily quantity of 250,000 Dth/day for a minimum term of twenty (20) years shall be deemed a “Foundation Shipper.” Foundation Shippers shall pay the Foundation Shipper Rates (as indicated below) and shall not have their capacity pro-rationed if they execute a precedent agreement on or before July 28, 2014.

1 receipt locations in Option A. 2 If Requested, ANR will consider the inclusion of facilities necessary to expand or access delivery points to other ML7 markets and/or locations along ANR’s SW or SE Mainline systems. 3 Including but not limited to Consumers Gas Company, Northern Indiana public Service Company (NIPSCO), Southeastern Michigan Gas Company (SEMCO), Vector and Trunkline Interconnect.


Page 11 of 82

6/11

INDICATIVE RESERVATION RATES ($/Dth) The following rates will be available for transportation service under ANR’s FTS-1 Rate Schedule. The negotiated rates listed below will be available to Foundation Shippers who are Tier I and Tier II shippers (as defined below) (“Foundation Shipper Rates”). Tier I Foundation Shippers

o Creditworthy shippers (as determined by ANR pursuant to the Project precedent agreement or the FTS-1 Service Agreement, as applicable) who agree, in the event of downgrade to non-creditworthy status, to be subject to the credit requirements applicable to Tier I non-creditworthy shippers below.

o Non-creditworthy shippers (as determined by ANR pursuant to the Project precedent agreement or the FTS-1 Service Agreement, as applicable) who either provide a guarantee from a creditworthy guarantor for shipper’s contractual obligation of reservation charges for the contract term, or who post collateral in the amount of their pro-rata share of the Project costs.

Tier II Foundation Shippers

o Creditworthy shippers (as determined by ANR pursuant to the Project precedent agreement or the FTS-1 Service Agreement, as applicable) who agree, in the event of downgrade to non-creditworthy status, to be subject to the credit requirements applicable to Tier II non-creditworthy shippers below.

o Non-creditworthy shippers (as determined by ANR pursuant to the Project precedent agreement or the FTS-1 Service Agreement, as applicable) who either provide a guarantee from a creditworthy guarantor for shipper’s contractual obligation of reservation charges for the contract term or who post collateral in an amount equal to 24 months of reservation charges under their FTS-1 Service Agreement.


Page 12 of 82

7/11

INDICATIVE RESERVATION RATES ($/Dth) – (continued)

Max Negotiated Rate Recourse Est. ($/Dth) Rate Fuel Tier I Tier II ($/Dth) Use%

Option A

Clarington to Defiance 0.45 0.50 0.57 0.9 Leesville to Defiance 0.40 0.45 0.48 0.9

Option B4

Defiance to MichCon 0.20 0.20 0.20 1.1 ML-3 Points (Ohio & Indiana) 0.15 0.15 0.15 0.8 Tie Line Points 0.22 0.24 0.34 0.8 Joliet Hub 0.32 0.36 0.52 1.2 Dawn 0.35 0.40 0.69 1.7

Option C4

Leesville to MichCon 0.43 0.47 0.68 2.0 ML-3 Points (Ohio & Indiana) 0.40 0.45 0.62 1.7 Tie Line Points 0.52 0.57 0.82 1.7 Joliet Hub 0.63 0.69 1.00 2.1 Dawn 0.69 0.73 1.17 2.6

Clarington to MichCon 0.48 0.53 0.77 2.0

ML-3 Points (Ohio & Indiana) 0.45 0.50 0.71 1.7 Tie Line Points 0.58 0.64 0.91 1.7 Joliet Hub 0.68 0.76 1.09 2.1 Dawn 0.74 0.82 1.26 2.6

ESTIMATED PROJECT FUEL USE Fuel Rates as shown above are estimated for facilities and services as currently designed and conceived and will ultimately be dependent on the final configuration of the Project scope and design. 4 Negotiated rate shippers receive all secondary deliveries locations east of ANR’s Joliet Hub within ANR’s ML7 Zone at no incremental charge.


Page 13 of 82

8/11

NON-BINDING NATURE OF OPEN SEASON Participation in this Open Season shall be considered non-binding on both the participants and on ANR. The purpose of the Open Season is to allow ANR to evaluate the market interest, economics, and design parameters for the Project to effectively meet the needs of its customers. Based upon the results of the Open Season, ANR will, in its sole discretion, determine whether or not to proceed with the proposed Project, the Project’s scope, the possibility of an expansion of the Project’s scope to accommodate all interested parties, or the reduction in scope, in part or in whole, and whether an additional binding open season is necessary. ANR may, in its sole discretion, determine to proceed with the Project but not hold a binding open season. In such case, ANR would enter into discussions with participants in this Open Season for the purpose of executing precedent agreements. Although this Open Season is non-binding, only those who participate in the Open Season will be guaranteed consideration for service under the Project. ANR may, in its sole discretion, and on a not unduly discriminatory basis, consider requests received after the close of the Open Season, including requests to modify or clarify a party’s initial bid, subject to the requirement that the modification of a bid may not decrease the NPV of such bid. ACKNOWLEDGEMENT OF BIDS ANR will acknowledge receipt of all Non-Binding Bid Forms (“Bids”). A copy of the ANR East Project Non-Binding Open Season Bid Form is attached. ANR reserves the right to reject any Bid that is incomplete, contains or reflects modifications to the terms and/or conditions of this Open Season, conflicts with ANR’s FERC Gas Tariff, or is outside the scope of the Project, as determined by ANR in its sole discretion. If a Bidder desires a modification to the Non-Binding Bid(s) Form to address a special or unique situation, ANR encourages the Bidder to present any such modification to ANR for consideration/negotiation as soon as possible in advance of the close of the Open Season. However, ANR shall not be precluded from considering appropriate clarifications or modifications to a Bidder’s Non-Binding Bid Form following the close of the Open Season. This Open Season is subject to all applicable laws, orders, rules, and regulations and authorities having jurisdiction. BID EVALUATION PROCESS ANR’s review of all Non-Binding Bid Form(s) will be performed with reasonable promptness. A net present value (NPV) analysis will be performed on each qualifying Bid. The revenue stream for each Bid will be discounted at an annual discount rate of 3.25% in order to determine its NPV. For purposes of awarding capacity, ANR will consider the combination of shipper bids that result in the highest total NPV for the project.


Page 14 of 82

9/11

PRO-RATIONING OF CAPACITY With the exception of those Foundation Shippers who have executed a precedent agreement prior to the close of this Open Season, all other Bidders shall be subject to capacity pro-rationing. If total non-binding Bid(s) exceed proposed initial and/or expanded Project capacity, and if more than one non-binding Bid has the same NPV, then capacity shall be pro-rated among Bidders with matching NPV Bids such that the highest aggregate NPV is achieved. In the event of a tie, Bidders interested in this capacity should specify a minimum acceptable pro-rata MDQ in their Bid. As an alternative to such a proration, ANR reserves the right to agree to alternate points of delivery. SOLICITATION OF TURNBACK CAPACITY ANR requests that any shipper who currently holds firm transportation capacity along the paths mentioned in this Open Season notify ANR in writing, by the end of this Open Season, if it wishes to turn back its capacity (“Turnback Capacity”). Such notification must specify the contract number, primary receipt and delivery points, and the volume the shipper is offering to turn back. ANR will consider and evaluate offers of Turnback Capacity which satisfy services similar to those proposed herein in terms of location, term, and price. CREDITWORTHINESS If ANR determines to proceed with the proposed Project, prospective Bidders shall be subject to the creditworthiness requirements of the Project precedent agreement when receiving service under the resulting Firm Transportation Agreement. Prospective bidders may contact Rita Homan at (832) 320-5449 if they have any questions relating to creditworthiness. BID PROCESS Interested parties wishing to submit Bids during the Open Season must submit a completed Non-Binding Bid Form (as attached) by mail, by email attachment or by facsimile. All Bids must be received by ANR prior to the close of the Open Season described above. Bids must be mailed, emailed or faxed to:

MAIL: ANR PIPELINE COMPANY

717 TEXAS STREET HOUSTON, TX 77002-2761 ATTN: DAN ANDRUCCIOLI – ROOM 25386 ANR BUSINESS DEVELOPMENT

E-mail: [email protected]

Fax: (832) 320-6451

Please contact Daniel Andruccioli at (832) 320-5451 or Erik Anderson at (832) 320-5606 with any questions regarding the ANR East Project Open Season.


Page 15 of 82

mailto:[email protected]

10/11

ANR EAST PROJECT

NON-BINDING OPEN SEASON BID FORM

Send to: ANR Pipeline Company

717 Texas Street Houston, TX 77002 Attn: Mr. Dan Andruccioli

Room No. 25386

Via e-mail to [email protected], or via fax, to Dan Andruccioli at (832) 320-6451 no later than 5:00 p.m. CT Monday, July 28, 2014. Note: A separate Bid must be submitted for each transportation path requested.

1. For questions or comments please contact Daniel Andruccioli at (832) 320-5451 or

Erik Anderson at (832) 320-5606. 2. Bidder Information:

Name: ____________________________ Address: ____________________________

Telephone: ____________________________ Facsimile: ____________________________ 3. Name and title of duly authorized officer:

Name: ____________________________

Title: _____________________________ 4. Service Commencement Date Requested: ___________________

Service End Date Requested: ___________________

5. Type of Service Requested: FTS-1

6. Maximum Daily Quantity Requested: __________ Dth/d 7. Minimum Acceptable Pro-rata Quantity: __________ Dth/d


Page 16 of 82


11/11

ANR EAST PROJECT

NON-BINDING OPEN SEASON BID FORM (CONT.)

8. Daily Demand Rate: _____________________/Dth

9. Receipt Point(s):

Location MDQ (Dth/day)

Clarington __________________________ Leesville __________________________ Defiance __________________________ Other __________________________

10. Delivery Point(s):

Location MDQ (Dth/day) 11. Additional information/comments in support of request: ______________________________________________________________

THIS BID FORM IS HEREBY SUBMITTED: By: __________________________________________________________ Title: ________________________________________________________ Company: ____________________________________________________ Telephone Number: ____________________________________________ Email Address: ________________________________________________ Facsimile Number: _____________________________________________ Date: _________________________________________________________


Page 17 of 82

MPSC Case No.: U-17691 Respondent: R. G. Lawshe Requestor: ANR-1 Question No.: ANR/DG-2.12 Page: 1 of 1 Question: Please provide all correspondence, including e-mails, with Rover

concerning the availability of capacity on Rover or the possibility of DTE Gas contracting for capacity on Rover.

Answer: DTE Gas received an email from Energy Transfer with the attached Rover

Press Release. Also received other documents attached.


Page 18 of 82


Page 19 of 82

PRECEDENT AGREEMENT

BETWEEN ET ROVER PIPELINE, LLC

AND ______________________________________

This Precedent Agreement ("Precedent Agreement" or “PA”) is made and entered,

effective as of this ___ day of July, 2014, by and between ET Rover Pipeline, LLC ("Transporter") and _______________________________ ("Shipper"). Transporter and Shipper are referred to herein at times, individually, as a "Party" and, collectively, as the "Parties." In consideration of the mutual promises of the parties, Transporter and Shipper agree as follows:

WHEREAS, Transporter is developing and proposes to construct a new interstate natural gas pipeline system consisting of large diameter mainline pipeline, together with pipeline laterals and compression facilities necessary to receive and transport natural gas from certain Marcellus and Utica area processing plants and/or pipeline interconnection points (“Supply Zone”) extending westward through Ohio to points of interconnection with Panhandle Eastern Pipeline (“PEPL”) and ANR near Defiance, Ohio with downstream deliveries to various interconnections in Michigan and to the Union Gas Dawn Hub in Ontario, Canada (“Dawn Hub”) and with deliveries to certain off system delivery points, collectively referred to as the “Pipeline Project”; and WHEREAS, Transporter is willing to continue developing, and to proceed with obtaining the necessary governmental authorizations to construct and operate, the Pipeline Project, including the filing of an application at the Federal Energy Regulatory Commission (the “FERC”) for certificate authority (the “Certificate”) to construct and operate the Pipeline Project in accordance with sections 7(c) and 3 of the Natural Gas Act, provided that Transporter receives sufficient binding commitments from Shipper and/or other third parties for firm transportation service on the Pipeline Project, and subject to the other conditions herein; and

WHEREAS, Transporter and/or its affiliates will develop and proceed with the necessary authorizations for a border crossing near Sarnia and pipeline facilities that extend to the Dawn Hub, including the filing of an application for NGA Section 3 authorization and a presidential permit and such other authorizations as required by the National Energy Board (the “NEB”), the Ontario Energy Board (“OEB”) and other applicable governmental or regulatory authorities; and WHEREAS, this Precedent Agreement has been executed as evidence of the agreement between Transporter and Shipper that, subject to the terms and conditions set forth below, the Parties will enter into a firm transportation service agreement substantially in the form attached as Attachment A hereto and a negotiated rate agreement substantially in the form of Attachment B hereto.


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NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Transporter and Shipper agree as follows:

1. Pipeline Facilities.

(a) The Supply Zone shall include pipeline and interconnection facilities necessary to receive __________ MMBtu/day from __________________________, at a minimum pressure of 1100 psig, and, if economically justified, in the sole discretion of Transporter, additional pipeline, compression and interconnection facilities to receive gas from other processing plants in Pennsylvania, Ohio, and West Virginia. The pipeline as described above, will continue in a Westward direction to a point at or near the Leesville Plant in Carroll County, OH where the Mainline Zone commences.

(b) The Mainline Zone shall consist of pipeline and compression facilities that originate at or near the Leesville Plant, in Carroll County, Ohio and continue westward to a point of interconnection with PEPL near Defiance, Ohio (such point of interconnection, the “Midwest Hub”).

(c) The Market Zone South (“Market Zone South”) shall consist of the facilities necessary to transport quantities from the Midwest Hub southward on PEPL to the interconnection with TGC at Bourbon, in Tuscola, Illinois and further southward on TGC to Zone 1A. The final design of the Market Zone South facilities will depend on the total requested delivery point quantities following the Open Season (as defined below). Transporter will contract for and/or lease from PEPL and TGC the facilities necessary to reach these markets; provided however, that regardless of ownership, Transporter will seek regulatory approvals to make such deliveries subject to Transporter’s tariff.

(d) The Market Zone North (“Market Zone North”) shall consist of the facilities necessary to transport quantities from the Midwest Hub northward to interconnections in Michigan and to the Dawn Hub. The final design of the Market Zone North facilities will depend on the total requested delivery point quantities following the Open Season (as defined below). Transporter may contract for and/or lease the facilities necessary to reach these markets; provided however, that regardless of ownership, Transporter will seek regulatory approvals to make such deliveries consistent with Transporter’s tariff.

2. Maximum Daily Transportation Quantity and Term.

Shipper agrees to a Maximum Daily Transportation Quantity (MDQ) of ________ (___________) MMBtu/day beginning on the later of December 31, 2016 or the In Service Date (as defined below) and continuing for a term of twenty (20) years (the “Primary Term. The project shall be deemed to be “In Service” on the first day of the month (the “In Service Date”) following the date that Transporter advises Shipper that it is able to transport gas from the Supply Zone to a point in the Market Zone North; provided however, that interim service is


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available when Transporter advises Shipper that it is able to transport gas from the Supply Zone to the Market Zone South (“Interim In-Service”).

3. Open Season.

Within forty-five (45) days after the close of Transporter’s Open Season, Transporter will provide Shipper with written notice of the initial design capacity of the Pipeline Project ("Initial Design Capacity") that Transporter anticipates it will construct, as well as the total aggregate quantity of firm capacity that, as of the date of such notice, is under written contract between Transporter and any and all parties (including Shipper) in connection with the Pipeline Project; provided, however, that Transporter shall retain the right at all times to increase or decrease the Initial Design Capacity of the Pipeline Project in its sole discretion, except that Transporter shall not decrease such Initial Design Capacity below Shipper’s MDQ under the FTS Agreement, and that Transporter shall provide written notice to Shipper of any such subsequent change in the Initial Design Capacity from time to time, and that any such increase or decrease in Initial Design Capacity will not cause the In Service Date to be delayed, or Shipper’s rate to be increased.

4. Negotiated Rate Shipper

Shipper shall be considered a Negotiated Rate Shipper due to the size and timing of this commitment and shall have the following rights:

(a) A Negotiated Rate Agreement that provides a Fixed Negotiated Daily Reservation Rate in lieu of the otherwise currently effective maximum monthly reservation rate set forth in Transporter’s Tariff for firm service under Rate Schedule FTS.

(b) The right to utilize Secondary Receipt and Delivery points as outlined in Attachment B.

5. Firm Transportation Agreement.

(a ) Shipper agrees that at any time after Transporter’s acceptance of the Certificate, Shipper will execute, within ten (10) business days after tender by Transporter, (i) the Firm Transportation Service Agreement, in a form substantially similar to that attached hereto as Attachment A, and (ii) the Negotiated Rate Agreement, in a form substantially similar to that attached hereto as Attachment B (the Firm Transportation Service Agreement and the Negotiated Rate Agreement, collectively, the "FTS Agreement"), as such forms may be revised by Transporter (1) to reflect Shipper’s primary receipt point MDQ for Shipper’s primary receipt points, and/or (2) as otherwise deemed necessary by Transporter, in the exercise of its reasonable judgment, to conform to the Certificate or to any other order, condition, or requirement of the FERC.

(b) With respect to transportation service within Canada, Shipper agrees that Shipper will execute any and all agreements with terms and conditions similar to those referenced in section 5 (a) above to conform to the Certificate, to any other order, condition, or requirement of the


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FERC, or any order of the NEB, the OEB or any other applicable governmental or regulatory authorities necessary to effectuate transportation service in Canada.

(c) Subject to the respective termination rights of the parties under Section 10 below, service under such FTS Agreement will commence in accordance with Section 2 hereof.

6. Certain Transporter and Shipper Obligations.

(a) Each of the parties shall use commercially reasonable efforts to satisfy the Conditions Precedent set out in Section 7 and Section 8 throughout the term of this PA (including, without limitation, during any notice period under Section 11, below).

(b) Transporter shall use commercially reasonable efforts to complete, place into service, and provide firm service to Shipper on, the Pipeline Project by the In Service Date.

(c) Except as otherwise provided herein, upon written request by Transporter, Shipper agrees to support before the FERC any notification, tariff filing, or certificate filing made to the FERC to assist Transporter in obtaining any necessary authorizations to construct and operate the Pipeline Project or to provide transportation services under the FTS Agreement in accordance with the terms and conditions of this Precedent Agreement; provided, however, that Shipper shall have no obligation to support any notification, tariff filing, or certificate filing that is inconsistent with the terms and conditions of this Precedent Agreement.

7. Conditions Precedent to Transporter's Obligations. Transporter's obligations under this PA are expressly made subject to the following Conditions Precedent, which are solely for the benefit of Transporter, and only Transporter shall have the right to waive such Conditions Precedent:

(a) Transporter’s receipt on or before July 25, 2014 of binding commitments for firm transportation service on the Pipeline Project in an aggregate amount and in each of the supply, mainline and market zones that is satisfactory to Transporter, in Transporter’s sole discretion.

(b) Transporter’s receipt on or before August 31, 2014 of all necessary internal

approvals. (c) Issuance by the FERC of all final and non-appealable orders granting authorizations

and approvals necessary to effectuate the transaction contemplated by this PA, and completion by Transporter of any and all actions which are in compliance with such FERC orders necessary to implement this transaction, in each case on terms acceptable to Transporter, in Transporter’s sole discretion.

(d) Issuance by the NEB, the OEB and any other applicable governmental or regulatory

authorities of all final and non-appealable orders granting authorizations and approvals necessary to effectuate the transaction contemplated by this PA, and completion by Transporter of any and all actions which are in compliance with such orders necessary to implement this transaction, in each case on terms acceptable to Transporter, in Transporter’s sole discretion.


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(e) Receipt by Transporter of contract for or lease of capacity required to reach off system delivery points as contemplated by Section 1(c) hereof, issuance by FERC of all final and non-appealable orders granting authorizations and approvals necessary to effectuate any such contract for or lease of capacity, and completion by each applicable party of any and all actions which are in compliance with such FERC orders necessary to effectuate such lease of capacity, in each case on terms acceptable to Transporter, in Transporter’s sole discretion.

(f) Transporter’s procurement of all materials, rights-of-way and other surface rights

necessary for the construction and operation of the Pipeline Project, in each case on terms acceptable to Transporter in its sole discretion.

(g) Receipt by Transporter of evidence of Shipper creditworthiness as set forth in

Section 9, below. (h) Transporter’s receipt of any and all necessary authorizations, including but not

limited to, presidential export permits and required authorizations from the NEB, the OEB and other applicable governmental or regulatory authorities for a border crossing near Sarnia and the Dawn Pipeline.

8. Condition Precedent to Shipper's Obligations. Shipper's obligations under this PA are expressly made subject to the following Condition Precedent, which is solely for the benefit of Shipper, and only Shipper shall have the right to waive such Condition Precedent:

(a) Shipper’s receipt, on or before July 25, 2014 of necessary senior management and Board of Directors approvals.

9. Credit. Shipper shall comply with, and provide to Transporter sufficient evidence of Shipper’s compliance with, the credit provisions described on Attachment C, for the period commencing on the date hereof and continuing until the end of the Primary Term of the FTS Agreement, after which Shipper shall comply with the credit provisions of Transporter’s tariff.

10. Term and Termination. (a) This PA shall be effective on the date hereof and, unless terminated earlier in

accordance with the terms hereof, shall remain in effect until the date on which service commences pursuant to the FTS Agreement.

( b ) If any Condition P r e c e d e n t set forth in Sections 7 or 8, above, has not been fully satisfied or waived by Transporter or Shipper, as applicable, by the applicable date specified therein, then ( except as provided in the following sentence) either Transporter (in the case of a Condition Precedent set forth in Section 7) or Shipper (in the case of a Condition Precedent


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set forth in Section 8) may thereafter terminate this PA, without liability of any kind to the other party hereto, by giving ninety (90) days’ advance written notice of such termination, which such notice of termination must be delivered to the other party within sixty (60) days after the applicable date (if any) specified for the satisfaction of the indicated Condition Precedent or the right to terminate will be deemed to have been waived. If the relevant Condition Precedent is satisfied or waived after a party provides the ninety (90) day notice described above but before such ninety (90) day period has completely run, then such notice shall be deemed null and void with respect to that Condition Precedent.

11. Notice. All notices required or permitted under this PA shall be in writing and hand delivered, or sent by overnight delivery service, with all charges fully prepaid, and addressed to the parties hereto, respectively, as follows:

To Transporter: Energy Transfer Interstate Holdings 1300 Main St, Houston, Texas 77002 Attention: Senior Director - Marketing

To Shipper: Each party hereto has the right to change its address for all purposes of this PA by notifying the other party thereof in writing. For all purposes of this PA, notices shall be deemed given when received on a business day by the receiving party. In the absence of proof of the actual receipt date, the following presumptions will apply. Notice by overnight mail or courier shall be deemed to have been received on the next business day after it was sent or such earlier time as is confirmed by the receiving party.

12. Assignment. Either Transporter or Shipper may assign its rights and obligations under, and interests in, this PA and the FTS Agreement to a trustee or trustees or its lenders, individual or corporate, as security for bonds or other financing arrangements, obligations or securities. In the event of such an assignment, the non-assigning party shall execute such consents or acknowledgements of the assignment as may be reasonably necessary to support the financing arrangements provided, however, that Shipper or Transporter shall not be required to provide in such consents or acknowledgements any rights materially different from those set forth in this PA. Otherwise, except with respect to Transporter (who may assign this Agreement to an affiliate without consent), any assignment by either party shall require the written consent of the other party, which consent shall not be unreasonably withheld; provided that such assignment shall be conditioned upon assignee’s creditworthiness or provision of credit support in accordance with Section 9. After the In Service Date any transfer of capacity rights must be accomplished through the capacity release provisions of the Tariff and FERC’s regulations.

13. Applicable Law.


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THIS PA SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT OF LAW RULES THAT MAY REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. ANY SUIT BROUGHT WITH RESPECT TO OR RELATING TO THIS PA SHALL BE BROUGHT IN THE STATE OR FEDERAL COURTS WHOSE JURISDICTION INCLUDES HARRIS COUNTY, TEXAS.

14. Limitation of Liability. NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY UNDER THIS PA OR UNDER THE AGREEMENTS TO BE EXECUTED PURSUANT TO THIS PA FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE, OR FOR ANY LOST PROFITS, HOWEVER ARISING, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR LOST PROFITS.

15. Further Assurance. Transporter and Shipper shall enter into such additional agreements as may be necessary in furtherance of this PA.

16. Non-Waiver. No waiver by either party of any one or more defaults by the other in the performance of any of the provisions of this PA shall operate or be construed as a waiver of any other existing or future defaults, whether of a like or different character.

17. No Joint Venture. Nothing in this PA shall be construed to create a joint venture or partnership between the parties or to constitute one party as the agent of the other for any purpose.

18. Entire Agreement; Amendments. This PA (including the attached Attachments) and the FTS Agreement if and when executed contain the entire agreement between Transporter and Shipper respecting the subject matter hereof, and supersede any and all prior understandings and agreements, whether oral or written, concerning the subject hereof. No amendments to or modifications of this PA or the FTS Agreement or Exhibits shall be effective unless agreed upon in a written instrument which expressly refers to this PA or the FTS Agreement, as applicable, and is executed by both Transporter and Shipper.

19. Counterparts.


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This PA may be executed in counterparts and delivered by facsimile, and each such counterpart shall have the same legal effect as an original.

Executed as of the date first above written.

TRANSPORTER: BY: ___________________________________ NAME: ________________________________ TITLE: ________________________________

SHIPPER: BY: ___________________________________ NAME: ________________________________ TITLE: ________________________________


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ATTACHMENT A FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT

ET ROVER PIPELINE LLC ("ET ROVER ") RATE SCHEDULE FTS

TRANSPORTATION AGREEMENT NO. ___________ DATED ___________

UNDER SUBPART G OF PART 284 OF THE FERC'S REGULATIONS

1. SHIPPER is: _________________. Shipper shall be a "Negotiated Rate

Shipper" under the provisions of ET ROVER 's FERC Gas Tariff, as may be revised from time to time ("Tariff"), subject to the provisions of this Transportation Agreement. 2. MDQ:

(a) _________ Dth per Day from the Effective Date, as defined in Section 3 below.

3. TERM: This Transportation Agreement shall become effective on: (a) the first day of

calendar month following notice from ET ROVER to Shipper that ET ROVER is ready to provide firm service from Shipper's Primary Receipt Points set forth in Exhibit A as of the date of this Transportation Agreement (collectively, the “Supply Zone”) to Shipper's Primary Delivery Points set forth in Exhibit B as of the date of this Transportation Agreement (“Effective Date”). The Primary Term shall continue for a period of twenty (20) years from the Effective Date. Shipper shall have the right of first refusal with respect to the MDQ in accordance with the Tariff.

4. Service will be ON BEHALF OF:

XX Shipper ...... Other: ......................................., a ..................................

5. SHIPPER'S ADDRESS

ET ROVER'S ADDRESS Energy Transfer Interstate Holdings 1300 Main St, Houston, Texas 77002 Attention: Senior Director - Marketing

Notices: Payments:


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6. OTHER PROVISIONS: (a) Notifications. Except as otherwise may be expressly provided herein, any

notice or communication contemplated or required by this Transportation Agreement shall be in writing and shall be sent to the appropriate party at the relevant address set forth in this Transportation Agreement, as may be revised from time to time.

(b) Nonwaiver of Rights. No delay or failure to exercise any right or remedy

accruing to either ET ROVER or Shipper upon breach or default by the other will impair any right or remedy or be construed to be a waiver of any such breach or default, nor will a waiver of any single breach be deemed a waiver of any other breach or default.

(c) No Third Party Beneficiaries. This Transportation Agreement shall not

create any rights in any third parties, and no provision of this Transportation Agreement shall be construed as creating any obligations for the benefit of, or rights in favor of, any person or entity other than ET ROVER or Shipper.

(d) Conformance to Law. It is understood that performance hereunder shall be

subject to all valid laws, orders, rules and regulations of duly constituted governmental authorities having jurisdiction or control of the matters related hereto, including without limitation the Federal Energy Regulatory Commission ("FERC").

(e) Effect of Tariff. This Transportation Agreement shall at all times be

subject to all applicable provisions of the Tariff. (f) GOVERNING LAW. THE CONSTRUCTION, INTERPRETATION,

AND ENFORCEMENT OF THIS TRANSPORTATION AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT OF LAW RULE WHICH WOULD REFER ANY MATTER TO THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.

(g) Entire Agreement. This Transportation Agreement contains the entire

agreement between ET ROVER and Shipper with respect to the subject matter hereof, and supersedes any and all prior understandings and agreements, whether oral or written, concerning the subject matter hereof, and any and all such prior understandings and agreements are hereby deemed to be void and of no effect. No amendments to or modifications of this Transportation Agreement shall be effective unless agreed upon in a written instrument executed by ET ROVER and Shipper which expressly refers to this Transportation Agreement.

7. The above-stated Rate Schedule, as revised from time to time, controls this

Transportation Agreement and is incorporated herein. The attached Exhibits A, B, and C are incorporated by reference and made a part of this Transportation Agreement. Shipper shall provide the actual end user purchaser name(s) to ET ROVER if ET ROVER must provide them to the FERC.


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Agreed to by: ET Rover {SHIPPER NAME} PIPELINE LLC ("ET ROVER ") (“SHIPPER”)

BY: ______________________ BY: ______________________ NAME: ____________________ NAME: ____________________ TITLE: _____________________ TITLE: _____________________


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EXHIBIT A DATED ________

TO ET ROVER PIPELINE LLC

RATE SCHEDULE FTS TRANSPORTATION AGREEMENT NO. __________

DATED _______

Company:

Contract No.: Receipt Point(s):

PRIMARY RECEIPT POINT(S): Effective Date through __________:

PRIMARY1 MDQ

Name / Location County/Area State Point No. (Dth) --------------------------------- ------------- ------- ------------- ----------------

SECONDARY RECEIPT POINT(S): Shipper shall have rights to secondary receipt points in the Supply Zone in accordance with the provisions of ET ROVER's FERC Tariff. PRESSURE: Shipper shall deliver its gas into Transporter’s system at a pressure of at least 1100 psig as measured at the Receipt Point(s) and Transporter shall design its system to operate at such a pressure that Shipper shall not be required to deliver its gas against pressures exceeding 1150 psig as measured at the Receipt Point(s).

1 These quantities represent primary receipt quantities only. Shipper is not entitled to the Negotiated Rate for nominations or transport in excess of the MDQ our outside of Shipper’s primary path.


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EXHIBIT B DATED

TO ET ROVER PIPELINE, LLC


DATED __________

Company: Contract No.: Delivery Point(s): Effective Date through _______: Primary2 MDQ Name / Location County/Area State Point No. (Dth) ------------------------------ ------------ ------- ------------ ----------- SECONDARY DELIVERY POINT(S): Shipper shall have rights to secondary delivery points within the primary path and in accordance with the provisions of ET Rover’s FERC Gas Tariff, at the rates and related terms set forth in Attachment B.

2 These quantities represent primary delivery quantities only. Shipper is not entitled to the Negotiated Rate for nominations or transport in excess of the applicable MDQ to any combination of delivery points.


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EXHIBIT C DATED



DATED __________

CREDIT PROVISIONS

Shipper, at all times, must satisfy the creditworthiness criteria, or otherwise provide such credit support, as set forth under this Exhibit C:

(A) An entity shall be deemed “Creditworthy” hereunder, as of a particular time, if:

(i) its long-term unsecured debt securities, at such time, are rated at least BBB- by Standard & Poor’s Ratings Services or its successor and at least Baa3 by Moody’s Investor Services, Inc. or its successor or an equivalent rating by another nationally recognized credit rating service (any such rating, as applicable, a “Debt Rating”), without any Debt Rating being qualified by or subject to a ratings action indicating a negative short-term or long-term outlook; and;

(ii) Transporter does not have other reasonable grounds for insecurity, as evaluated by Transporter on a non-discriminatory basis, based on consistent financial evaluation standards for determining the acceptability of such entity’s overall financial condition. (B) If any of the Debt Ratings assigned to Shipper is deemed not “Creditworthy”, then Shipper shall thereafter maintain, either: (i) an irrevocable, unconditional guaranty in the form set forth in Appendix “A” hereof (“Guaranty”), from a third party that is “Creditworthy” and that is otherwise acceptable to Transporter, in Transporter’s sole judgment (such third party, “Guarantor”), which Guaranty shall guarantee the full and faithful performance and payment of all of Shipper’s obligations under this Precedent Agreement and the FTS Agreement any such Guaranty will remain outstanding for the befit of the Transporter throughout the term of the Precedent Agreement and FTS Agreement; or (ii) a cash deposit or an irrevocable standby letter of credit that is in a form and from a bank acceptable to Transporter, in Transporter’s sole judgment, in either case securing the full and faithful performance and payment of all of Shipper’s obligations under this Precedent Agreement and the FTS Agreement (“Credit Support”), and on or after August 31, 2015, equal to the total aggregate dollar value of 12 months of reservation charges due from Shipper for the Contract MDQ under the FTS Agreement. In the case of either (a) or (b), the Credit Support shall be issued and maintained by Shipper for the benefit of the Transporter throughout the term of the Precedent Agreement and FTS Agreement, as may be extended from time to time.

(iii) At any time during the term of this Precedent Agreement and the FTS Agreement, in the event (a) any of the Debt Ratings assigned to Shipper becomes qualified or impacted by a


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negative outlook, then the amount of Credit Support shall increase to the lesser 18 months of reservation charges due from Shipper for the Contract MDQ or the number of months remaining under the FTS Agreement; or, in the event that (b) any of the Debt Ratings assigned to Shipper declines from the Debt Ratings assigned to Shipper as of the execution date of the Precedent Agreement and the FTS Agreement, the amount of Credit Support shall increase to the lessor of 24 months of reservation charges due from Shipper for the Contract MDQ or the number of months remaining in the term of the FTS Agreement. In the case of either (a) or (b), the Credit Support shall be issued and maintained by Shipper for the benefit of the Transporter throughout the term of the Precedent Agreement and FTS Agreement. (C) At any time while either this Precedent Agreement or the FTS Agreement is effective, if Transporter determines that, as of such time, (i) any Guarantor of Shipper is no longer “Creditworthy”, or (ii) any bank that is supporting a letter of credit in favor of Transporter in accordance with Exhibit C(B)(ii) hereof is no longer acceptable to Transporter, then Transporter may submit a written notice of such determination to Shipper (which notice shall provide Transporter’s basis for such determination), and within five (5) business days after Shipper’s receipt of such notice from Transporter, Shipper shall deliver to Transporter, and shall thereafter maintain, alternative Credit Support in accordance with either Exhibit C(B)(i) or Exhibit C(B(ii).

(D) For any Credit Support in the form of an irrevocable standby letter of credit that is provided to Transporter pursuant to Exhibit C(B)(ii) (any such letter of credit, “Shipper’s Letter of Credit”), such Shipper’s Letter of Credit shall permit partial draws and shall have an expiry date no sooner than twelve (12) calendar months after issuance thereof. With respect to any Shipper’s Letter of Credit, Shipper shall furnish extensions or replacements of such letter of credit thirty (30) days prior to the expiration thereof, from time to time until the expiration of both the Precedent Agreement and FTS Agreement. All extensions, amendments and replacements of any Shipper’s Letter of Credit shall be delivered to Transporter in the form of such outstanding Shipper’s Letter of Credit, or in form otherwise satisfactory to Transporter. Transporter shall have the right to draw against any outstanding Shipper’s Letter of Credit upon: (a) failure to make payment when due under either this Precedent Agreement or the FTS Agreement; or (b) the failure or refusal of Shipper to deliver any applicable extension, amendment or replacement of an outstanding Shipper’s Letter of Credit as provided herein. In the event of a draw in accordance with clause (a) of the preceding sentence, the proceeds of such draw shall be applied against any costs, expenses or damages incurred by Transporter. In the event of a draw due to the failure or refusal of Shipper to deliver any applicable extension, amendment or replacement of an outstanding Shipper’s Letter of Credit, which draw may be in part or in whole, the proceeds of the draw shall be retained by Transporter until Transporter receives a replacement Shipper’s Letter of Credit or until Transporter does in fact incur any costs, expenses or damages as a result of a breach by Shipper of any of its obligations under either this Precedent Agreement or the FTS Agreement (in which event, such monies shall be applied against the same). If drawn in part or in whole, Shipper shall immediately thereafter provide a replacement Shipper’s Letter of Credit in an amount equal to the amount drawn by Transporter. Any draw made by Transporter under an outstanding Shipper’s Letter of Credit shall not relieve Shipper of any liabilities, deficiencies, costs, expenses or damages beyond what is drawn under such Shipper’s Letter of Credit. Shipper’s Letter of Credit (representing any


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undrawn portion thereof), to the extent it still remains, or any Credit Support in the form of cash deposit held by Transporter shall be returned to Shipper on or before the thirtieth (30th) day after the later to occur of (i) the date on which both the Precedent Agreement and the FTS Agreement have terminated or expired and (ii) the date on which all of Shipper’s performance and payment obligations under the Precedent Agreement and the FTS Agreement (including, without limitation, any damages arising from either such agreement) have been fulfilled.


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ATTACHMENT B

NEGOTIATED RATE AGREEMENT

This Negotiated Rate Agreement ("Agreement") between ET ROVER PIPELINE LLC ("ET ROVER" or “Pipeline”) and _______________ ("Shipper"), incorporated as an exhibit to Rate Schedule FTS Transportation Agreement No. _____________ between ET ROVER and Shipper dated _________("Transportation Agreement"), sets forth the rates and charges for the natural gas transportation service to be provided by ET ROVER to Shipper under the Transportation Agreement ("Negotiated Rates"), subject to the terms and the requirements of the Federal Energy Regulatory Commission ("FERC") pertaining to negotiated rate transactions.

ARTICLE 1 NEGOTIATED RATE PARAMETERS

1.1 Negotiated Rate Term. The Negotiated Rates set forth in this Agreement shall

remain in effect through the expiration of the Primary Term of the Transportation Agreement. 1.2 Primary Term Reservation Rate. For service provided by ET ROVER to Shipper from the Eligible Receipt Points to the Eligible Delivery Points, as defined below, for aggregate quantities not to exceed the MDQ during the Primary Term of the Transportation Agreement, Shipper shall pay ET ROVER the following Fixed Negotiated Base Reservation Rate: (a) Fixed Negotiated Reservation Rate: $._____/Dth of Shipper's Transportation Agreement Contract MDQ; provided however, that the Fixed Negotiated Reservation Rate will be reduced by the amount of any rate charged by ET Rover Canada LLC under the corresponding transport for the portion of the pipeline in Canada. (b) The Fixed Negotiated Reservation Rate shall remain fixed for the Primary Term of the Transportation Agreement, regardless of any otherwise applicable maximum or minimum rate set forth in ET ROVER 's Tariff. 1.3 Eligible Primary Receipt Points. The Negotiated Rates shall apply to service provided to Shipper from the Primary Receipt Points specified in Exhibit A to the Transportation Agreement.

1.4 Eligible Secondary Receipt Points. The Negotiated Rates shall apply to service provided to Shipper on a secondary firm basis from all receipt points in the Supply Zone.

1.5 Eligible Primary Delivery Points. The Negotiated Rates shall apply to service

provided to Shipper to the Primary Delivery Points specified in Exhibit B to the Transportation Agreement.

1.6 Eligible Secondary Delivery Points. The Negotiated Rates shall apply to service

provided to Shipper on a secondary firm basis as follows: (a) The Negotiated Rates shall apply to service provided to Shippers on a secondary firm

basis to all delivery points within the Mainline Zone up to the MDQ of such path.


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(b) Shippers with Dawn Primary Path – The Negotiated Rates shall apply to service provided to Shippers on a secondary firm basis to all delivery points within the Mainline Zone and the Market Zone North up to the MDQ of such path.

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.1 Applicable Maximum and Minimum Tariff Rates. Unless otherwise expressly provided in this Agreement, the Negotiated Rates shall apply to service provided by ET ROVER to Shipper for the term of the Transportation Agreement, notwithstanding any otherwise applicable maximum or minimum reservation rates set forth in ET ROVER 's Tariff, as may be revised from time to time. Shipper shall pay applicable commodity rates, fuel rates and surcharges in accordance with ET ROVER’s tariff. In addition, Shippers to Market Zone South shall pay the applicable Panhandle Eastern Pipeline Company LP and Trunkline Gas Company LLC fuel and commodity charges.

2.2 Refunds. In no event shall ET ROVER be required to refund to Shipper any amounts collected for service to which the Negotiated Rates apply, notwithstanding any otherwise applicable maximum or minimum rate set forth in ET ROVER 's Tariff.

Agreed to by:

ET ROVER PIPELINE LLC ("ET ROVER ") (“SHIPPER”)

BY: ______________________ BY: ______________________ NAME: ____________________ NAME: ____________________ TITLE: _____________________ TITLE: _____________________


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ATTACHMENT C DATED



DATED __________

CREDIT PROVISIONS

Shipper, at all times, must satisfy the creditworthiness criteria, or otherwise provide such credit support, as set forth under this Attachment C:

(A) An entity shall be deemed “Creditworthy” hereunder, as of a particular time, if:

(i) its long-term unsecured debt securities, at such time, are rated at least BBB- by Standard & Poor’s Ratings Services or its successor and at least Baa3 by Moody’s Investor Services, Inc. or its successor or an equivalent rating by another nationally recognized credit rating service (any such rating, as applicable, a “Debt Rating”), without any Debt Rating being qualified by or subject to a ratings action indicating a negative short-term or long-term outlook; and;

(ii) Transporter does not have other reasonable grounds for insecurity, as evaluated by Transporter on a non-discriminatory basis, based on consistent financial evaluation standards for determining the acceptability of such entity’s overall financial condition. (B) If any of the Debt Ratings assigned to Shipper is deemed not “Creditworthy”, then Shipper shall thereafter maintain, either: (i) an irrevocable, unconditional guaranty in the form set forth in Appendix “A” hereof (“Guaranty”), from a third party that is “Creditworthy” and that is otherwise acceptable to Transporter, in Transporter’s sole judgment (such third party, “Guarantor”), which Guaranty shall guarantee the full and faithful performance and payment of all of Shipper’s obligations under this Precedent Agreement and the FTS Agreement any such Guaranty will remain outstanding for the befit of the Transporter throughout the term of the Precedent Agreement and FTS Agreement; or (ii) a cash deposit or an irrevocable standby letter of credit that is in a form and from a bank acceptable to Transporter, in Transporter’s sole judgment, in either case securing the full and faithful performance and payment of all of Shipper’s obligations under this Precedent Agreement and the FTS Agreement (“Credit Support”), and on or after August 31, 2015, equal to the total aggregate dollar value of 12 months of reservation charges due from Shipper for the Contract MDQ under the FTS Agreement. In the case of either (a) or (b), the Credit Support shall be issued and maintained by Shipper for the benefit of the Transporter throughout the term of the Precedent Agreement and FTS Agreement, as may be extended from time to time.

(iii) At any time during the term of this Precedent Agreement and the FTS Agreement, in the event (a) any of the Debt Ratings assigned to Shipper becomes qualified or impacted by a


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negative outlook, then the amount of Credit Support shall increase to the lesser 18 months of reservation charges due from Shipper for the Contract MDQ or the number of months remaining under the FTS Agreement; or, in the event that (b) any of the Debt Ratings assigned to Shipper declines from the Debt Ratings assigned to Shipper as of the execution date of the Precedent Agreement and the FTS Agreement, the amount of Credit Support shall increase to the lessor of 24 months of reservation charges due from Shipper for the Contract MDQ or the number of months remaining in the term of the FTS Agreement. In the case of either (a) or (b), the Credit Support shall be issued and maintained by Shipper for the benefit of the Transporter throughout the term of the Precedent Agreement and FTS Agreement. (C) At any time while either this Precedent Agreement or the FTS Agreement is effective, if Transporter determines that, as of such time, (i) any Guarantor of Shipper is no longer “Creditworthy”, or (ii) any bank that is supporting a letter of credit in favor of Transporter in accordance with Attachment C(B)(ii) hereof is no longer acceptable to Transporter, then Transporter may submit a written notice of such determination to Shipper (which notice shall provide Transporter’s basis for such determination), and within five (5) business days after Shipper’s receipt of such notice from Transporter, Shipper shall deliver to Transporter, and shall thereafter maintain, alternative Credit Support in accordance with either Attachment C(B)(i) or Attachment C(B(ii).

(D) For any Credit Support in the form of an irrevocable standby letter of credit that is provided to Transporter pursuant to Attachment C(B)(ii) (any such letter of credit, “Shipper’s Letter of Credit”), such Shipper’s Letter of Credit shall permit partial draws and shall have an expiry date no sooner than twelve (12) calendar months after issuance thereof. With respect to any Shipper’s Letter of Credit, Shipper shall furnish extensions or replacements of such letter of credit thirty (30) days prior to the expiration thereof, from time to time until the expiration of both the Precedent Agreement and FTS Agreement. All extensions, amendments and replacements of any Shipper’s Letter of Credit shall be delivered to Transporter in the form of such outstanding Shipper’s Letter of Credit, or in form otherwise satisfactory to Transporter. Transporter shall have the right to draw against any outstanding Shipper’s Letter of Credit upon: (a) failure to make payment when due under either this Precedent Agreement or the FTS Agreement; or (b) the failure or refusal of Shipper to deliver any applicable extension, amendment or replacement of an outstanding Shipper’s Letter of Credit as provided herein. In the event of a draw in accordance with clause (a) of the preceding sentence, the proceeds of such draw shall be applied against any costs, expenses or damages incurred by Transporter. In the event of a draw due to the failure or refusal of Shipper to deliver any applicable extension, amendment or replacement of an outstanding Shipper’s Letter of Credit, which draw may be in part or in whole, the proceeds of the draw shall be retained by Transporter until Transporter receives a replacement Shipper’s Letter of Credit or until Transporter does in fact incur any costs, expenses or damages as a result of a breach by Shipper of any of its obligations under either this Precedent Agreement or the FTS Agreement (in which event, such monies shall be applied against the same). If drawn in part or in whole, Shipper shall immediately thereafter provide a replacement Shipper’s Letter of Credit in an amount equal to the amount drawn by Transporter. Any draw made by Transporter under an outstanding Shipper’s Letter of Credit shall not relieve Shipper of any liabilities, deficiencies, costs, expenses or damages beyond what


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is drawn under such Shipper’s Letter of Credit. Shipper’s Letter of Credit (representing any undrawn portion thereof), to the extent it still remains, or any Credit Support in the form of cash deposit held by Transporter shall be returned to Shipper on or before the thirtieth (30th) day after the later to occur of (i) the date on which both the Precedent Agreement and the FTS Agreement have terminated or expired and (ii) the date on which all of Shipper’s performance and payment obligations under the Precedent Agreement and the FTS Agreement (including, without limitation, any damages arising from either such agreement) have been fulfilled.


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Press Release

Energy Transfer Partners Announces Pipeline Project Connecting Marcellus and Utica Shale Supplies to Multiple Markets

Significant long-term binding shipper commitments secured to support the pipeline

Open Season Launched to Finalize Project Scope

DALLAS--(BUSINESS WIRE)--Jun. 26, 2014-- Energy Transfer Partners, L.P. (NYSE: ETP) today announced that its Board of Directors has approved building a pipeline to transport natural gas from processing facilities located in the prolific Marcellus and Utica Shale areas to numerous market regions in the United States and Canada. In conjunction with this announcement, ETP is announcing it has signed long-term agreements with multiple shippers and is launching a binding Open Season.

The natural gas pipeline is currently sized to transport 2.2 billion cubic feet per day, however, depending on additional shipper commitments, the project likely will be expanded to transport up to 3.25 billion cubic feet per day. ETP has secured capacity commitments from producers who hold significant acreage positions in the Utica and Marcellus Shales and has been in negotiations with numerous other shippers who have expressed a desire to contract for capacity in the Open Season. The three largest shippers on the project are American Energy – Utica, LLC (AEU), Antero Resources Corporation (NYSE:AR) and Range Resources Corporation (NYSE:RRC). American Energy and Antero Resources both have options to purchase non-operating equity interests in the project.

The first approximately 400 miles of the project will enable the flow of gas from processing plants and interconnections in Pennsylvania, West Virginia and Ohio to points of interconnection with Energy Transfer’s existing Panhandle Eastern Pipe Line (PEPL) and another Midwest pipeline near Defiance, Ohio. Shippers in the ET Rover project also will be able to transport to Trunkline Zone 1A, delivery points via the interconnection with PEPL, to access existing and new industrial markets and potential liquefaction export markets in the Gulf Coast. Additionally, ETP expects to construct an approximately 195-mile segment from the Defiance area through Michigan and ultimately to the Union Gas Dawn Hub (Dawn) near Sarnia, Canada providing producers with access to diverse markets and end-users in Michigan and Canada with access to Marcellus and Utica supplies. Energy Transfer has received sufficient commitments and Board Approval to build the pipeline to Defiance and anticipates receiving sufficient volumes to justify building to Dawn.

ETP’s binding Open Season for shippers to secure capacity on the ETP pipeline will begin tomorrow at 9:00 AM CDT. Pending the results of the Open Season and all necessary regulatory approvals, Energy Transfer plans to have initial service to the Midwest Hub located near Defiance, Ohio and Gulf Coast markets by the fourth quarter of 2016, and the remaining service to markets in Michigan and Canada by the second quarter of 2017.

For commercial inquiries about the natural gas pipeline project, please contact:

Beth Hickey [email protected] 713-989-7633

Terry Reilly [email protected] 713-989-7629

Energy Transfer Partners, L.P. (NYSE: ETP) is a master limited partnership owning and operating one of the largest and most diversified portfolios of energy assets in the United States. ETP currently owns and operates approximately 35,000 miles of natural gas and natural gas liquids pipelines. ETP owns 100% of Panhandle Eastern Pipe Line Company, LP (the successor of Southern Union Company) and Sunoco, Inc., and a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates natural gas liquids storage, fractionation and transportation assets. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 33.5 million


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common units in Sunoco Logistics Partners L.P. (NYSE: SXL), which operates a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing assets. ETP’s general partner is owned by ETE. For more information, visit the Energy Transfer Partners, L.P. web site at www.energytransfer.com.

Energy Transfer Equity, L.P. (NYSE: ETE) is a master limited partnership which owns the general partner and 100% of the incentive distribution rights (IDRs) of Energy Transfer Partners, L.P. (NYSE: ETP), approximately 30.8 million ETP common units, and approximately 50.2 million ETP Class H Units, which track 50% of the underlying economics of the general partner interest and IDRs of Sunoco Logistics Partners L.P. (NYSE: SXL). ETE also owns the general partner and 100% of the IDRs of Regency Energy Partners LP (NYSE: RGP) and approximately 40.7 million RGP common units. The Energy Transfer family of companies owns more than 61,000 miles of natural gas, natural gas liquids, refined products, and crude oil pipelines. For more information, visit the Energy Transfer Equity, L.P. web site at www.energytransfer.com.

Forward-Looking Statements

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on our website at www.energytransfer.com.

Source: Energy Transfer Partners, L.P.

Investor Relations: Energy Transfer Partners, L.P. Brent Ratliff, 214-981-0700 or Media Relations: Granado Communications Group Vicki Granado, 214-599-8785 Cell: 214-498-9272


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http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.energytransfer.com&esheet=50894786&newsitemid=20140626005430&lan=en-US&anchor=www.energytransfer.com&index=1&md5=1ba4cdf50af923a97aef9079a0749a4e

http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.energytransfer.com&esheet=50894786&newsitemid=20140626005430&lan=en-US&anchor=www.energytransfer.com&index=2&md5=823f9443e61296e8829caaa595ef0c0a

http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.energytransfer.com&esheet=50894786&newsitemid=20140626005430&lan=en-US&anchor=www.energytransfer.com&index=3&md5=0c257f7ed61db83f304cf81885d173f5

1

ET Rover Pipeline Project

BINDING OPEN SEASON

Energy Transfer, through subsidiary ET Rover Pipeline, LLC (“ET Rover”) is conducting this Open Season to solicit additional binding Precedent Agreements for firm transportation service on a new interstate natural gas pipeline system designed to provide access for rapidly growing Marcellus and Utica shale natural gas production to growing markets. The form of Precedent Agreement, is attached. ET Rover is designed as a seamless pipeline solution for producers needing diverse market outlets and end users seeking abundant, stable supply.

Project Overview

ET Rover is constructing a new interstate pipeline to receive and transport natural gas directly from Marcellus and Utica production outlets westward to points of interconnection with Panhandle Eastern Pipe Line Company (“PEPL”) and ANR Pipeline near Defiance, Ohio, to interconnections in Michigan, to the Union Gas Dawn Hub in Ontario, Canada (“Dawn Hub”) and to certain off-system delivery points on Trunkline Zone 1A (via PEPL), collectively referred to as the “Project”.

As currently contemplated, the Project will consist of new mainline 42-inch pipeline, together with supply laterals and compression facilities with a design capacity up to 3.25 Billion cubic feet per day (Bcf/d); however, the actual sizing and route will depend, among other things, on the level of contractual subscriptions entered into as a result of this Open Season.

ET Rover has entered into long term binding commitments with certain shippers for up to 2.75 Bcf/d of Project capacity. The binding commitments submitted in connection with this Open Season (including, without limitation, the receipt and delivery points preferred by bidders) will be included in determining, in ET Rover’s sole discretion, the optimal size and design of the Project.

ET Rover’s full in-service date for the Project is anticipated to occur in the 2nd Quarter of 2017, with deliveries to certain Ohio points estimated by 4th Quarter 2016; however, the timing is subject, among other things, to approval by FERC and other governmental authorities and actual construction of the Project’s facilities.


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Project Benefits

Competitive rates and fuel Seamless, all-inclusive link between Marcellus/Utica supply and key demand centers Diverse Market Access, including:

o Canadian markets seeking competitive options to WCSB supplies o Liquid trading hubs:

MichCon - offering optionality for large-volume shippers with an extensive transmission network, over 124 Bcf of working gas storage and multiple pipeline interconnections

Dawn Hub - approximately 155 Bcf of working gas storage, key pipeline connectivity and service to Ontario, Quebec and U.S. Northeast markets

o Local gas and electric distribution companies o Existing and future industrial and power plants o LNG export markets in TGC Zone 1A o New Midwest and Canadian border pooling points and/or hubs


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Receipt and Delivery Points

As currently contemplated, the Project will include the points of interconnection listed below. Alternate routes and alternate/additional receipt and delivery points may be considered if mutually agreeable.

Receipt Point Options:

Ohio processing plants: o Berne 1 o Cadiz o Leesville o Seneca 1

Pennsylvania processing plants: o Hillman

West Virginia processing plants: o Sherwood 1

Pipeline interconnections at Clarington, Ohio and with certain midstream pipelines 2

Shippers interested in sourcing volumes from other potential supply locations not listed (such as Delmont, Evans City, Houston, Kensington, Majorsville, etc.) should call to discuss the applicable negotiated rates for such paths.2 Other mutually agreeable points, if economically justified, may be considered in the sole discretion of ET Rover 2

Delivery Point Options:

Ohio: o ANR Pipeline

Michigan: o Consumers Gas Company o MichCon o Vector Pipeline

Canada: o US/Canadian border point o Dawn Hub o Tecumseh Gas Storage

Off-System: o Certain Trunkline (“TGC”) Zone 1A points via PEPL 3

Other mutually agreeable points, if economically justified, in the sole discretion of ET Rover 2

1 Access to this receipt point will involve an incremental reservation charge. 2 In requesting new receipt or delivery points, bidders may identify such points by providing specific (i.e., latitude

and longitude) or general location descriptions in their executed Precedent Agreements submitted in response to this Open Season, in the area designated for such information. Such additional facilities are not included in the Project’s costs or rates. The costs for additional facilities would either be reimbursed 100% by Bidder or the negotiated reservation rate would be adjusted accordingly. 3 Based on market interest, ET Rover will contract with PEPL and TGC for off-system capacity.


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Negotiated Rates

ET Rover is offering any interested party the opportunity to attain Negotiated Rate Shipper status. A Negotiated Rate Shipper is defined as a party executing a binding Precedent Agreement in the Open Season with a term of 20 years.

Negotiated Rate Shippers are eligible for negotiated transportation rates, fixed for the 20 year term, in lieu of the generally available recourse rates.

ET Rover has committed Precedent Agreements for up to 2.75 Bcf/d of capacity. These Precedent Agreements have been deemed to be prearranged conforming bids, and will not be subject to prorationing of capacity as a result of the outcome of this Open Season.

For Negotiated Rate Shippers, the proposed minimum reservation rates for firm transportation are as follows:

Deliveries to Ohio

(Dth/d)

Deliveries to Michigan/Dawn

(Dth/d)

Deliveries to TGC Zone 1A

(Dth/d)

Negotiated Rate Shipper Reservation Rate(s) $0.55 $0.80 $0.82

Note: An additional reservation rate will be assessed for certain receipt points as detailed herein.

A Negotiated Rate Shipper may specify a higher negotiated rate or elect to pay a cost-based recourse rate. ET Rover will consider the combination of Shipper binding bids that represent the highest economic value for the project.

The commodity rates and fuel reimbursement charges are expected to be as follows:

Deliveries to

Ohio Deliveries to

Michigan/Dawn

Commodity rate (per Dth) $0.005 $0.010

Fuel Reimbursement 4 1.2% to 1.6% 1.6% to 2.0%

For deliveries to TGC Zone 1A, the sum of the currently applicable PEPL and TGC commodity rates and fuel reimbursement charges as specified in each pipeline’s FERC Gas Tariff will be assessed in addition to the applicable upstream charges.

4 Fuel reimbursement percentage is dependent on primary receipt point location.


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Recourse Rates

Parties requesting service at a term that does not meet the qualifications of a Negotiated Rate Shipper will be subject to cost-based recourse rates. ET Rover will establish initial recourse rate(s) as part of its FERC approved tariff, based on the rate base at the time the facilities are placed in service. Such rates shall change thereafter from time to time.

The recourse rate(s) will be a function of capacity subscriptions and the final Project specifications. ET Rover reserves the right to file for higher recourse rate(s) for service in connection with the Project, depending on, among other things, the total costs and expenses related thereto.

All other maximum rates, charges, surcharges, fees, and penalties authorized under ET Rover’s tariff shall apply to recourse rate service.

Open Season Procedures

Any party wishing to submit a request for capacity in this Open Season must submit an executed Precedent Agreement in the form attached to [email protected] or via fax to 713-989-1177.

ET Rover reserves the right to reject and remove from consideration non-conforming bids, bids that have a delayed in-service requirement or other contingencies. Bids that include a Precedent Agreement with any changes to, or that leave provisions blank in the applicable form of Precedent Agreement will be deemed “non-conforming” bids. ET Rover may reject non-conforming bids or, if the non-conforming provisions are otherwise acceptable, ET Rover may, in its sole discretion, deem a non-conforming bid “acceptable” and include the bid as part of the firm capacity allocation process. ET Rover will exercise its discretion in this regard in a not unduly discriminatory manner.

Any requirement that a shipper provide credit support will be governed by, and determined in accordance with, the terms of the shipper’s Precedent Agreement.

This Open Season will close at 4:00 PM CDT, July 25, 2014.

Questions concerning this Open Season can be addressed to:

Beth Hickey

[email protected]

713-989-7633

Terry Reilly

[email protected]

713-989-7629


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Contracting for Capacity

After the close of this Open Season, ET Rover will evaluate all valid Precedent Agreement submissions and make a determination with respect to the final sizing of the Project.

ET Rover will award firm capacity based on the highest net present value of the stream of incremental revenue produced by an acceptable bid, or combination of acceptable bids, received in this Open Season, up to the total quantity that results from the facilities that ET Rover determines, in its sole discretion, to construct.

Limitations

ET Rover reserves the right to define and maintain the economic viability of the Project at all times in its sole discretion. ET Rover’s decision to proceed with the Project is at its sole discretion and is subject to receiving a sufficient level of capacity subscriptions, obtaining the necessary governmental authorizations to construct and operate the Project and other conditions as set forth in the form of Precedent Agreement.


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MPSC Case No.: U-17691 Respondent: R. G. Lawshe Requestor: ANR-4 Question No.: ANR/DG-4.1 Page: 1 of 1 Question: With respect to DTE Gas’ Data Response AG/DC-1.34b, please provide

the Precedent Agreement originally executed with NEXUS in December 2013, including all signatures provided and the dates signed.

Answer: See attachment ANRDG-4.1.


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MPSC Case No.: U-17691 Respondent: R. G. Lawshe Requestor: ANR-4 Question No.: ANR/DG-4.2 Page: 1 of 1 Question: Referring to DTE Gas’ Exhibit A-32, please provide the “[d]raft letter from

NEXUS to Mark Stiers” referenced in footnote 1. Answer: Please see attached ANRDG-4.2.


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1

_________ __, 2014

DRAFT: SEPTEMBER 1, 2014 Mr. Mark Stiers FOR DISCUSSION PURPOSES ONLY DTE Gas Company One Energy Plaza Detroit, MI 48226

Re: Negotiated Rate Letter Agreement for Service Agreement No. 00002

Dear Mark:

DTE Pipeline Company (“DTE”) and Spectra Energy Transmission, LLC (“Spectra”) (where DTE and Spectra are collectively referred to herein as “Pipeline”) and DTE Gas Company (“Customer”) have entered into a Precedent Agreement dated July 23, 2014 to contract for firm transportation service as part of the NEXUS Gas Transmission Project. The Precedent Agreement contemplates, inter alia, that Pipeline and Customer will enter into a negotiated rate agreement applicable to service provided by Pipeline to Customer pursuant to the terms and conditions contained in the above-referenced Service Agreement. Customer acknowledges that it is electing negotiated rates as an alternative to the recourse rates that will be available for service under the NEXUS FERC Gas Tariff, as it may be in effect from time to time. The NEXUS FERC Gas Tariff will include appropriate provisions allowing for the Pipeline to provide service to Customers at negotiated rates in accordance with FERC’s negotiated rates policies.

Pipeline and Customer hereby agree that the provisions on the attached Pro Forma Statement of Negotiated Rates reflect the terms of their agreement, including the effectiveness of the negotiated rate. After execution of this letter by both Pipeline and Customer and on or about 30 to 60 days prior to the Service Commencement Date (defined in the Service Agreement), Pipeline shall file a Statement of Negotiated Rates with the Federal Energy Regulatory Commission containing rate-related provisions identical to those provisions on the attached Pro Forma Statement of Negotiated Rates in accordance with the General Terms and Conditions of the Pipeline tariff.


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2

If the foregoing accurately sets forth your understanding of the matters contemplated herein, please so indicate by having a duly authorized representative sign in the space provided below and returning an original signed copy to the undersigned.

Sincerely,

NEXUS GAS TRANSMISSION (PIPELINE)

Name: David Slater Executive Vice President DTE Pipeline Company

Name: Brian McKerlie Vice President Spectra Energy Transmission, LLC

ACCEPTED AND AGREED TO THIS __ DAY OF_________, 2014 DTE GAS COMPANY (CUSTOMER) ________________________________ Name: Title:


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Pro Forma Statement of Negotiated Rates DRAFT: September 1, 2014

STATEMENT OF NEGOTIATED RATES 1/ / Customer Name: DTE Gas Company Service Agreement: Service Agreement No. 00002. 2/ 4/ Project: As used in this Negotiated Rate Agreement, the term “Project” shall mean an

approximately 250-mile greenfield pipeline and related facilities extending from eastern Ohio to various interconnections in Michigan, along with subscriptions of firm pipeline capacity on existing or expanding pipeline systems in Michigan for ultimate delivery to the international border between the United States and Canada near St. Clair, Michigan.

Term of Negotiated Rate: The term of this negotiated rate commences on the Service

Commencement Date (as such term is defined in the Service Agreement) and continues for the Primary Term (as such term is defined in the Service Agreement).

Rate Schedule: FT MDQ: 75,000 Dth/d Customer shall pay the following Reservation Rate, Commodity Rate, Fuel and

Other Charges for service provided pursuant to Service Agreement No. 00002: Reservation Rate: Customer shall pay on a monthly basis a negotiated Reservation

Charge of $0.695 per Dth per day of Customer’s MDQ under Service Agreement No. 00002. 3/ Commodity Rate and Fuel Rate: For each Day in a Month, Customer shall pay for

each dekatherm of gas tendered to Pipeline at a receipt point, up to Customer’s MDQ, the applicable Fuel Rate, in-kind, under Pipeline’s Rate Schedule FT, which shall reflect actual fuel, to be tracked in accordance the fuel tracking provision in Pipeline’s FERC Gas Tariff, which fuel percentage is currently anticipated to be 1.22%, which shall include shrinkage and lost and unaccounted for gas. For all gas delivered by Customer on any Day up to Customer’s MDQ, the Usage charge shall be zero ($0.00). For any gas delivered by Customer on any Day in excess of Customer’s MDQ, Customer shall pay the maximum applicable recourse Usage charge under Rate Schedule FT multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day in excess of the MDQ under Contract No. 00002, plus the applicable Fuel Rate and shrinkage and lost and unaccounted for gas charges applicable to Rate Schedule FT, in-kind.

Other Charges: Customer shall pay the Annual Charge Adjustment (“ACA”) and all

other reservation-based or usage-based charges and surcharges applicable to Rate Schedule FT for Service Agreement No. 00002. Specifically, Customer agrees to pay the applicable Annual Charge Adjustment (“ACA”) surcharge and any existing and any future surcharge or other charge pursuant to any Federal Energy Regulatory Commission-approved cost recovery mechanism of general applicability implemented in a generic proceeding or in a Pipeline-specific


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proceeding, which mechanism recovers cost components not reflected in Pipeline’s recourse rates applicable to Rate Schedule FT, as any such surcharge may be in effect and specified in Pipeline’s FERC gas Tariff from time to time. Customer shall also pay any and all other surcharges in effect and specified in Pipeline’s FERC Gas Tariff from time to time, including, but not limited to, reservation, volumetric, or other surcharges or any other recovery mechanism for the recovery of direct or indirect costs other than those assumed in Pipeline’s recourse rates applicable to Rate Schedule FT.

Primary Receipt Point: The head of the Phase II facilities in eastern Ohio, which shall be

the most upstream mainline receipt point into the Pipeline, as Pipeline shall notify Customer, and which is currently anticipated to be at or near Kensington, OH

Primary Delivery Point: Interconnection with existing facilities at or near Willow Run,

Michigan. Recourse Rate(s): The Recourse Rate(s) applicable to this service is the applicable

maximum rate(s) stated on Pipeline’s Statement of Rates for Rate Schedule FT as such rate may be in effect from time to time. Customer acknowledges that the negotiated rate may be lower than or higher than the applicable Recourse Rate as it may be in effect from time to time.

FOOTNOTES:

1/ This negotiated rate transaction does not deviate in any material respect from the

form of service agreement set forth in Pipeline’s FERC Gas Tariff. 2/ This negotiated rate shall apply only to transportation service under Service

Agreement No. 00002, up to Customer's specified MDQ, using the Primary Receipt Point(s) and Primary Delivery Point(s) designated herein, and any secondary receipt and delivery points available under Rate Schedule FT that are within the path of Customer’s Primary Receipt Point(s) and Primary Delivery Point(s) and transportation service from or to points outside of the path of Customer’s primary point(s) shall be at the then effective maximum applicable Recourse Rates for Rate Schedule FT unless Pipeline agrees otherwise; provided, if Customer changes its primary point(s) listed above or the related MDROs or MDDOs at any time or from time to time, pursuant to the provisions of Pipeline’s FERC Gas Tariff but without the written approval of Pipeline to continue the negotiated rate, Pipeline shall have the option to terminate this negotiated rate by providing Customer with written notice of Pipeline’s intent to do so and, in such case, this negotiated rate shall terminate and Pipeline’s maximum applicable Recourse Rates for Rate Schedule FT shall apply for the remaining term of Service Agreement No. 00002, unless and until otherwise mutually agreed in writing between Customer and Pipeline.

3/ Pipeline and Customer acknowledge that the capital costs attributable to the

Project facilities, which underlie the monthly Reservation Charge described in the Reservation Rate section above, are reasonably estimated to be $2,150,000,000 (“Original Capital Cost”).


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The Original Capital Cost is expected to be substantially the same as the estimated Project capital costs that will be reflected in the Exhibit K included with the certificate application that will be filed by Pipeline with the Commission for the Project.

4/ Pipeline and Customer agree that Service Agreement No. 00002 is a ROFR

Agreement.


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UNITED STATES OF AMERICA

BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

In the Matter of § § Docket No. CP15- _____ -000 Rover Pipeline LLC §

APPLICATION OF ROVER PIPELINE LLC FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

VOLUME I


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TABLE OF CONTENTS

Page No.

- i -

I. EXECUTIVE SUMMARY ........................................................................................................ 3

II. INFORMATION REGARDING THE APPLICANT ............................................................... 8

III. CORRESPONDENCE AND COMMUNICATIONS ............................................................. 9

IV. DESCRIPTION OF FACILITIES ......................................................................................... 10

A. Pipelines ............................................................................................................... 10 B. Compression ........................................................................................................ 12 C. Receipt and Delivery Meter Facilities ................................................................. 13 D. Construction Schedule ......................................................................................... 14

V. MARKET DEMAND AND OPEN SEASON........................................................................ 14

A. Overview of the Marcellus Shale Gas Supply ..................................................... 15 B. Open Season for the Rover Pipeline .................................................................... 16

VI. PRECEDENT AGREEMENTS ............................................................................................ 17

A. Initial Shipper Rights ........................................................................................... 18

1. Cornerstone Shipper Rights ..................................................................... 18 2. Foundation Shipper Rights ...................................................................... 19 3. Anchor Shipper Rights ............................................................................. 19 4. Negotiated Rate Shipper Rights ............................................................... 19

B. Material Non-Conforming Provisions ................................................................. 20

1. Fuel Caps ................................................................................................. 21 2. Most Favored Nations Rights .................................................................. 22 3. Extension Rights ...................................................................................... 23 4. Reduction Rights ...................................................................................... 23

VII. RATES, COST AND FINANCING .................................................................................... 23

A. Recourse Rates ..................................................................................................... 23 B. Factors Used in Developing Rates ....................................................................... 24 C. Rate Design .......................................................................................................... 25 D. Cost and Financing .............................................................................................. 26

VIII. PROPOSED TARIFF ......................................................................................................... 27

A. Scheduling Priorities ............................................................................................ 28 B. System Management Tools .................................................................................. 28 C. Creditworthiness .................................................................................................. 29


Page 2 of 52

TABLE OF CONTENTS (continued)

Page No.

- ii -

D. Fuel Reimbursement Adjustment ........................................................................ 30 E. NAESB Standards ................................................................................................ 30

IX. CERTIFICATE POLICY STATEMENT AND PUBLIC CONVENIENCE AND NECESSITY .................................................................................................................... 30

A. Impact on Existing Shippers – No Subsidization ................................................ 31 B. No Adverse Impact on Existing Pipelines and Their Captive Customers ........... 32 C. Impact on Landowners and Communities Has Been Minimized ........................ 33 D. Benefits Associated with the Project Outweigh Any Adverse Impacts ............... 33 E. The Project Is Required by the Public Convenience and Necessity .................... 34

X. STAKEHOLDER AND LANDOWNER OUTREACH AND NOTIFICATION ................. 34

XI. ENVIRONMENTAL IMPACT AND COMPLIANCE ........................................................ 37

XII. CERTIFICATION ................................................................................................................ 41

XIII. WAIVER ............................................................................................................................. 41

XIV. DESCRIPTION OF EXHIBITS ......................................................................................... 42

XV. RELATED APPLICATIONS .............................................................................................. 44

XVI. FEDERAL REGISTER NOTICE ....................................................................................... 45

XVII. CONCLUSION ................................................................................................................. 45


Page 3 of 52

UNITED STATES OF AMERICA

BEFORE THE

FEDERAL ENERGY REGULATORY COMMISSION

In the Matter of § § Docket No. CP15- _____ -000 Rover Pipeline LLC §

APPLICATION OF ROVER PIPELINE LLC FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Rover Pipeline LLC (“Rover”) hereby files this application (“Application”) with the

Federal Energy Regulatory Commission (“Commission” or “FERC”) pursuant to Section 7(c) of

the Natural Act (“NGA”),1 as amended, and Parts 157 and 284 of the Commission’s regulations,2

requesting the following authorizations:

(1) A certificate of public convenience and necessity authorizing Rover to construct, own,

and operate under Part 157, Subpart A of the Commission’s regulations3 a new interstate natural

gas pipeline system with a total system capacity of 3.25 billion cubic feet per day (“Bcf/day”) of

natural gas, including: (a) approximately 711 miles of 24-inch, 30-inch, 36-inch and 42-inch

diameter “Supply Laterals” and “Mainlines”4 extending from the Marcellus and Utica shale

supply areas in West Virginia, Pennsylvania, and Ohio to a point of interconnection with the

Vector Pipeline, LP (“Vector”) system in Livingston County, Michigan; ten new compressor

stations (six on the Supply Laterals; and four on the Mainlines); nineteen metering and regulating

1 15 U.S.C. § 717f(c) (2012). 2 18 C.F.R. Parts 157, 284 (2014). 3 Id. at Part 157, Subpart A. 4 The ten Supply Laterals are: the Sherwood Lateral; the Columbia Gas Transmission (“CGT”) Lateral; the

Seneca Lateral; the Berne Lateral; the Clarington Lateral; the Majorsville Lateral; the Cadiz Lateral; the Burgettstown Lateral; and Supply Connector Lateral Lines A and B. The three Mainlines are: parallel Mainlines A and B; and the Market Segment.


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2

facilities; and other ancillary facilities (all facilities collectively referred to as the “Rover

Pipeline” or “Project”); (b) approval of the pro forma FERC NGA Gas Tariff (“Tariff”)

submitted herewith, which includes the authority to enter into negotiated rate agreements; and (c)

approval of the initial recourse rates for service; and

(2) Blanket certificates authorizing Rover to: (a) engage in certain self-implementing

routine activities pursuant to blanket certificate authority under Part 157, Subpart F of the

Commission’s regulations;5 and (b) transport natural gas on an open-access and self-

implementing basis under Part 284, Subpart G of the Commission’s regulations.6

Rover also requests any waivers that may be necessary for approval of the Application

and the services proposed herein, including waiver of the Commission’s shipper-must-have-title

policy in order for Rover to acquire off-system capacity on third-party pipeline systems

consistent with Commission policy.7

Rover respectfully requests that the Commission issue a final order approving the

authorizations requested herein by no later than November 2015. Granting the requested

authorizations by November 2015 will allow Rover to commence construction in a timely

manner and place in service certain Supply Laterals and Mainlines A and B to a new market

interconnection hub known as the “Midwest Hub” in Defiance County, Ohio, by December 2016

to meet the natural gas production schedules and delivery obligations of Rover’s producer-

shippers in accordance with the executed precedent agreements. As discussed below, Rover’s

contractual commitments further require that it construct and place in service by June 2017 the

5 18 C.F.R. Part 157, Subpart F. 6 Id. at Part 284, Subpart G. 7 See Tex. E. Transmission Corp., 93 FERC ¶ 61,273 (2000), reh’g & clarification denied, 95 FERC ¶ 61,056

(2001).


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3

remaining Supply Laterals and the Market Segment facilities commencing at the Midwest Hub

and running to the pipeline terminus at an interconnect with Vector.

In support of this Application and pursuant to the Commission’s regulations, Rover

respectfully submits the following:

I. EXECUTIVE SUMMARY

The Rover Pipeline originated as a result of discussions with producers in the Marcellus

and Utica Shale supply areas of West Virginia, Pennsylvania and Ohio that were seeking a

means to move their stranded natural gas production to markets in the Midwest and Canada as

expeditiously as possible. As reflected in this Application, Rover proposes to meet the long-haul

transportation needs of these producer-shippers through a combination of new greenfield

pipeline construction and the acquisition of existing off-system capacity.

More specifically, Rover proposes to construct, own, and operate a new interstate natural

gas pipeline system to include approximately 711 miles of Supply Laterals and Mainlines, and

related compression and metering facilities, from the Marcellus and Utica shale supply areas in

West Virginia, Pennsylvania, and Ohio to a point of interconnection with the Vector pipeline

system in Livingston County, Michigan.

The Rover Pipeline is designed with dual 42-inch pipelines with the capacity to transport

up to 3.25 Bcf/day of natural gas from the beginning of Mainlines A and B near the City of

Leesville, in Carroll County, Ohio, to the Midwest Hub. Rover will install delivery meters at the

Midwest Hub to deliver gas into Panhandle Eastern Pipe Line Company, L.P. (“Panhandle”) and

ANR Pipeline Company (“ANR”). To facilitate a seamless transportation path for its shippers in

its Market Zone South in a cost-effective manner that minimizes duplication of facilities and

environmental impacts, Rover has executed precedent agreements with Panhandle and Trunkline


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4

Gas Company, LLC (“Trunkline Gas”) for firm transportation capacity.8 By using existing

capacity on the Panhandle and Trunkline Gas pipelines, Rover will deliver approximately

750,000 dekatherms per day (“Dth/day”) to Panhandle, which will redeliver volumes via

backhaul to Trunkline Gas’ Zone 1A.9 Rover will also be capable of delivering up to

approximately 1.7 Bcf/day to ANR.

From the Midwest Hub, the Rover Pipeline is designed with a single 42-inch pipeline—

the Market Segment—with the capacity to transport up to 1.3 Bcf/day of natural gas to a

proposed interconnection with the Vector system in Livingston County, Michigan. Rover has

executed a joint precedent agreement with Vector and its interconnected affiliated pipeline,

Vector Pipeline Limited Partnership (“Vector Canada”), for up to 950,000 Dth/day of firm

transportation capacity in order that Rover may provide transportation service to those producer-

shippers in its Market Zone North requesting deliveries in Michigan under Rover’s Rate

Schedules FTS and ITS, as well as deliveries to the Union Gas Dawn Hub in Ontario, Canada

(“Dawn Hub”). Additionally, Rover has contracted with Panhandle to deliver additional

volumes to the U.S./Canada International Boundary at the Union Ojibway interconnect for

further redelivery to the Dawn Hub via the Union Gas Limited system.

Rover is also installing an interconnect in the Supply Zone that will be capable of making

deliveries into the CGT system in Doddridge County West Virginia to allow for service to

markets in the Gulf Coast, Southeast and East Coast.

8 All associated off-system transportation costs for transportation service rendered in the U.S. will be recovered

by Rover through its recourse rates. Fuel costs will be a direct charge to the shipper. The precedent agreements executed by Rover for off-system transportation are being submitted as Privileged Information in Exhibit Z-2 hereto.

9 Panhandle and Trunkline are filing applications concurrently for authorization to construct and operate compression modifications to allow for backhaul transportation. See Section XV. Also, see attached Trunkline Gas Tariff Map included in Exhibit Z-1 hereto.


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5

In its pre-filing request filed in Docket No. PF14-14-000,10 Rover had initially indicated

its intent to build, among other facilities, a 42-inch pipeline from the Midwest Hub to the Dawn

Hub. However, on January 27, 2015, Rover executed a precedent agreement with Vector and

Vector Canada for firm transportation service of up to 950,000 Dth/day for deliveries in

Michigan and at the Dawn Hub. Rover entered into this transportation arrangement with Vector

and Vector Canada for several reasons. First, it enables Rover to avoid construction of

approximately 110 pipeline miles in Michigan and approximately 14 pipeline miles in Canada,

and the associated impacts to the regions’ environmental resources, residences, and private

property. Second, Rover’s transportation of a portion of its shippers’ gas on the Vector system

maximizes the use of available and existing pipeline capacity, and enables Rover to take

advantage of Vector’s existing connections with local distribution companies, vast Michigan

storage facilities, and other end users in Michigan and Chicago, as well as Vector Canada’s

interconnection with the Dawn Hub.11 Finally, along with providing producer-shippers

enhanced market outlets, Rover’s use of capacity on Vector and Vector Canada will provide

these regions with enhanced access to the abundant supply of natural gas originating from the

Marcellus and Utica shale supply areas.

While natural gas deliveries in Canada are beyond the Commission’s jurisdiction, in

order to provide the Commission a complete picture of the wide-ranging benefits of the Project,

Rover notes that producer-shippers taking their gas to the Dawn Hub will have multiple options

10 Request to Initiate the FERC Pre-Filing Review Process, ET Rover Pipeline Co. LLC, FERC Docket No. PF14-

14-000 (June 26, 2014). 11 Vector’s Michigan and Vector Canada’s Ontario delivery points are as follows: Bluewater Gas Storage (Lenox,

Michigan); Consumers Energy Company (Hartland, Michigan); Consumers Energy Company (Ray, Michigan); DTE Gas Company (Belle River Mills, Michigan); DTE Gas Company (Milford Junction, Michigan); Jackson, Michigan (550 MW); DTE Gas Company (Belle River Mills, Michigan); DTE Gas Company (Milford Junction, Michigan); Jackson, Michigan (550 MW); Washington 10 (Romeo, Michigan); Greenfield Energy Centre, Ontario (1010 MW); Union (Dawn, Ontario); Union (Courtright, Ontario); and Enbridge Gas Distribution (Sombra, Ontario).


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6

concerning final placement and pricing of their gas. At the Dawn Hub their gas can be: (1)

stored at multiple facilities in the area; (2) sold in the local Canadian market; (3) sent to U.S.

Northeast markets on TransCanada Corporation pipelines; or (4) sent back into the local

Michigan or Chicago markets on other pipelines from the Dawn Hub.

The Rover Pipeline represents an approximately $4.22 billion capital investment in

much-needed U.S. energy infrastructure that: (1) responds to market demand for additional firm

take-away capacity from the Marcellus and Utica shale supply areas, as evidenced by the

significant long-term 15 and 20-year contractual commitments to the Project by producer-

shippers; (2) supports overall development of domestic natural gas resources, thereby ensuring

domestic energy supplies can grow to meet energy and related national security needs in the

United States; and (3) enhances the reliability of the interstate natural gas pipeline grid in a

geographic region that serves as a critical junction between sources of natural gas production

from the Marcellus and Utica shale supply areas and market demand in the Midwest, Michigan,

Gulf Coast, Canadian, and U.S. Northeast markets.

The proposed construction and in-service schedules for the Rover Pipeline are driven by

the take-away capacity needs of Marcellus and Utica shale gas producer-shippers that have

committed to the Project. In an effort to begin addressing these needs at the earliest date

possible, Rover proposes to commence service on a portion of the Supply Laterals (the Seneca,

Clarington, and Cadiz Laterals) and the entirety of Mainlines A and B to the Midwest Hub by

December 2016. The second construction phase of the Project, which entails construction of

those facilities from the Midwest Hub to the interconnection with Vector, as well as the

remaining Supply Laterals, is scheduled to be completed and placed in service by June 2017.

Significant resources have been expended to date and committed for future expenditure by Rover


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7

and its producer-shippers based on an in-service date of December 2016 for the Supply Laterals

and Mainlines A and B. Because an in-service date of December 2016 is critical to certain

shipper commitments, Rover is requesting issuance of the certificate authorization as proposed

herein by November 2015.

Rover is aware that it is proposing an ambitious schedule, and that the Commission

requires a complete record in order to meet this schedule. Through its participation in the

Commission’s Pre-Filing Review Process, Rover has identified and resolved many issues of

potential concern, such as route alternatives, environmental matters, and special construction

needs. Most notably, Rover has entered into a precedent agreement with Vector and Vector

Canada that will enable Rover to meet its commitments to its shippers in an efficient, cost-

effective manner that eliminates duplication of facilities and minimizes environmental impacts.

Rover is committed to continuing to engage with stakeholders in order to address and resolve

issues as they may arise, and thus to facilitate the Commission’s review of the Project. The

Environmental Report, included herewith as Exhibit F-I, demonstrates that the Rover Pipeline

has been sited first to avoid, and then to minimize environmental impacts, as well as to minimize

landowner impacts.

The Environmental Report also demonstrates that the Rover Pipeline has been designed

using state-of-the-art construction techniques and equipment to satisfy all applicable safety and

security requirements, and to minimize impacts on the environment. In particular, Rover has

undertaken to design the Project so that it may operate in a manner that minimizes air emissions,

including emissions of greenhouse gases. Finally, the Project satisfies the policy goals

established in the Commission’s Certificate Policy Statement (“FERC Policy Statement”)


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8

addressing new interstate natural gas pipeline facilities.12 Because Rover is a new pipeline

company, it has no existing customers who may be adversely affected by costs or risks of

recovery of costs of the proposed Rover Pipeline facilities. The economic risks of the Project

will be borne fully by Rover.

For the foregoing reasons, and as described more fully herein, the Project is required by

the public convenience and necessity in satisfaction of the requirements of NGA Section 7(c).13

Accordingly, Rover requests that the Commission grant all authorizations required to construct,

own, and operate the Rover Pipeline as proposed herein by November 2015.

II. INFORMATION REGARDING THE APPLICANT

The exact legal name of the applicant is Rover Pipeline LLC. Rover is a limited liability

company that is organized and exists under the Delaware Limited Liability Act, with its principal

offices located at 1300 Main Street, Houston, Texas 77002. Rover is jointly owned by ET Rover

Pipeline, LLC (“ET Rover”), and AE-Midco Rover, LLC and AE-Midco Rover II, LLC. ET

Rover is the majority interest owner, developer, and will be the operator of the Project.

Rover currently does not own any pipeline facilities, nor is it currently engaged in any

natural gas transportation operations. Upon acceptance of the certificate authority sought in this

Application and the commencement of service authorized thereunder, Rover will be subject to

the Commission’s jurisdiction under the NGA as a natural gas company. Rover will provide

12 Certification of New Interstate Natural Gas Pipeline Facilities, 88 FERC ¶ 61,227 (1999); Order Clarifying

Statement of Policy, 90 FERC ¶ 61,128 (2000); Order Further Clarifying Statement of Policy, 92 FERC ¶ 61,094 (2000).

13 15 U.S.C. § 717f(c).


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9

transportation service pursuant to its Tariff on an open-access and self-implementing basis under

Part 284, Subpart G of the Commission’s regulations.14

III. CORRESPONDENCE AND COMMUNICATIONS

The names, titles, mailing addresses, telephone numbers and email addresses of those

persons to whom all communications concerning this Application are to be directed are:

Mr. Stephen T. Veatch15 16 Mr. Michael Langston16 Senior Director, Certificates, Vice President & Chief Regulatory Officer Energy Transfer Partners, L.P. Energy Transfer Partners, L.P. 1300 Main Street 1300 Main Street Houston, Texas 77002 Houston, Texas 77002 (713)-989-2024 (713)-989-7610 [email protected] [email protected]

Mr. Kelly Allen16 Mr. Joey Mahmoud16 Manager, Regulatory Affairs Senior Vice President, Engineering Energy Transfer Partners, L.P. Energy Transfer Partners, L.P. 1300 Main Street 1300 Main Street Houston, Texas 77002 Houston, Texas 77002 (713) 989-2606 (713)-989-2710 [email protected] [email protected]

Ms. Lisa M. Tonery16 Ms. Tania S. Perez Norton Rose Fulbright US LLP 666 Fifth Avenue New York, N.Y. 10103 (212) 318-3009 [email protected] [email protected]

14 18 C.F.R. Part 284, Subpart G. 15 Designated as the responsible Rover official under Rule 154.7(a)(2) of the Commission’s regulations, id. at

§ 154.7(a)(2). 16 Designated to receive service pursuant to Rule 2010 of the Commission’s Rules of Practice and Procedure, id.

at § 385.2010. Rover respectfully requests that the Commission waive Rule 385.203(b)(3), id. at § 385.203(b)(3), in order to allow Rover to include each of the designated representatives on the official service list.


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10

IV. DESCRIPTION OF FACILITIES

The Rover Pipeline will consist of approximately 711 miles of 24-inch, 30-inch, 36-inch,

and 42-inch pipelines in West Virginia, Pennsylvania, Ohio, and Michigan, with associated

surface facilities that include compressor stations, metering and regulating stations, and other

ancillary facilities.

A. Pipelines

The Project’s proposed pipelines consist of ten Supply Laterals and three Mainlines

(Mainlines A and B, and the Market Segment). Generally, the Supply Laterals will deliver gas

from receipt points in the Marcellus and Utica shale supply areas in West Virginia, Pennsylvania,

and Ohio to delivery points along Mainlines A and B, which will run parallel (for most of their

length) from Harrison County, Ohio to the Midwest Hub in Defiance County, Ohio. The Market

Segment will run from the Midwest Hub north to the interconnection with Vector in Livingston

County, Michigan. The proposed pipelines are depicted on the General Project Location Map

included as Exhibit F hereto. Proposed pipeline lengths and diameters are summarized in the

following table.

Pipelines

Pipeline Segment Pipeline Diameter (inches) Approximate Length (mi)

Supply Laterals 24, 30, 36, and 42 237.3

Mainline A 42 190.6

Mainline B 42 183.3

Market Segment 42 100.0

Total Pipeline Miles 711.2

Mainlines A and B will be installed approximately 20 feet apart.


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Specifically, the Supply Laterals will consist of approximately 237 miles of 24-inch, 30-

inch, 36-inch and 42-inch pipelines, and will receive processed natural gas at the tailgate from

various processing plants, or from interconnects with other pipeline systems.17 These processed

natural gas supplies will be pressurized at supply compressor stations, which will move the gas

into Mainlines A and B at the Mainline Compressor Station 1 in Carroll County, Ohio.

Mainlines A and B will include approximately 374 miles of dual 42-inch diameter

pipelines to be installed in the same right-of-way approximately 20 feet apart. They will

commence at the tailgate of Mainline Compressor Station 1, where the gas stream in Mainlines A

and B will be pressurized up to a Maximum Operating Pressure of 1,440 pounds per square inch

gauge, and the total capacity will be up to 3.25 Bcf/day to the Midwest Hub.18 From Mainline

Compressor Station 1, the gas will be moved to Mainline Compressor Station 2 in Wayne

County, Ohio, then onward to Mainline Compressor Station 3 in Crawford County, Ohio, and

then to the Midwest Hub. At the Midwest Hub, Rover will have delivery facilities at

interconnects with Panhandle and ANR. The Panhandle and ANR metering facilities will consist

of metering, regulating, and other components capable of delivering up to 1.1Bcf/day and 1.7

Bcf/day, respectively.

Exiting the Midwest Hub, the Rover Pipeline will downsize to a single 42-inch diameter,

approximately 100-mile pipeline with a total capacity of 1.3 Bcf/day, designated as the Market

Segment. The Market Segment will commence at the Midwest Hub, extend north into

Livingston County, Michigan, and terminate at the interconnection with Vector. The Market

Segment will include construction of a delivery meter station and interconnect with Vector.

17 All natural gas delivered into Rover Pipeline will be processed natural gas in compliance with the quality

standards under the General Terms and Conditions of Rover’s Tariff. 18 Mainline B terminates approximately 7.3 miles east of the Midwest Hub, at which point it crosses over and

interconnects with Mainline A.


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B. Compression

Rover proposes to construct six compressor stations on the Supply Laterals, three

compressor stations on Mainlines A and B, and one compressor station on the Market Segment.

The proposed compressor stations are depicted on the General Project Location Map included as

Exhibit F hereto. The six Supply Lateral compressor stations will have a total nameplate rating

of 72,645 horsepower (“HP”), and will be located near the receipt point of the corresponding

Supply Lateral, to ensure system pressure for the gas streams entering Mainlines A and B in

Carroll County, Ohio. The four compressor stations along Mainlines A and B and the Market

Segment will have a total nameplate rating of 140,775 HP. Facilities at each compressor station

site will include natural gas-fired compressors, a compressor building with acoustic mitigation if

required, an office/control/utility building, a storage/maintenance building, gas and utility piping,

separators, gas coolers and heaters (at some locations), safety equipment, an emergency

generator, and parking areas. Proposed compressor station locations and nameplate capacities

are summarized in the following table.

Compressor Station Facilities

Pipeline Segment Station Name County, State Nameplate Rating (HP)

Supply Laterals

Sherwood Lateral Sherwood Compressor Station Doddridge, WV 14,205

Seneca Lateral Seneca Compressor Station Noble, OH 18,940 Clarington Lateral Clarington Compressor Station Monroe, OH 11,245 Majorsville Lateral Majorsville Compressor Station Marshall, WV 7,100 Cadiz Lateral Cadiz Compressor Station Harrison, OH 15,980

Burgettstown Lateral Burgettstown Compressor Station

Washington, PA 5,175

Supply Laterals Subtotal 72,645


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Compressor Station Facilities

Pipeline Segment Station Name County, State Nameplate Rating (HP)

Mainlines A and B

Mainlines A and B Mainline Compressor Station 1 Carroll, OH 42,190

Mainlines A and B Mainline Compressor Station 2 Wayne, OH 38,745

Mainlines A and B Mainline Compressor Station 3 Crawford, OH 34,010 Mainlines A and B Subtotal 114,945

Market Segment Defiance Compressor Station Defiance, OH 25,830 Project Total 213,420

C. Receipt and Delivery Meter Facilities

Nineteen meter stations consisting of eleven receipt meters, six delivery meters, and two

bidirectional meters will be installed to measure the receipt and delivery of natural gas, and will

be sized based upon anticipated volume flow. Seven of the nineteen meter stations will be

installed within the new compressor station locations, while the remaining twelve will be

installed adjacent to or within the permanent pipeline right-of-way on land that will be acquired

for operation of the facilities. Fifteen of the nineteen meter stations will be located along the

Supply Laterals, including eleven receipt meters that will be located either at the tailgate of

processing plants or at interconnects with intrastate pipeline systems that collect processed

natural gas supplies requiring long-haul transportation to market hubs. The receipt and delivery

meters are sized based upon anticipated volume flow. The six delivery meters (two along the

Supply Laterals and four along the Mainlines) will be installed at interconnects with CGT, the

Rockies Express Seneca Lateral, Panhandle, ANR, Consumers Energy Company, and Vector.

The two bidirectional meters will be installed at the Clarington Compressor Station on the

Clarington Lateral. Specific locations are provided in Table 1.3-4 of Resource Report 1, General


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Project Description, provided as part of the Environmental Report that is included as Exhibit F-1

hereto.

Typical equipment installed at each meter station will include a supply line, emergency

bypass line, meter runs, pressure regulation, overpressure protection, gas heaters, control

buildings, and a discharge line. Electrical power will be provided for building cooling, lighting,

ventilation, and control equipment. A small satellite dish may be installed for Supervisory

Control and Data Acquisition (“SCADA”). Telephone or cellular service also will be required

for voice communications and SCADA backup.

D. Construction Schedule

Rover plans to commence construction in January 2016, pending receipt of all applicable

permits and clearances. In order to meet the production and delivery schedules of its shippers, a

portion of the Supply Laterals and Mainlines A and B are scheduled to be placed in service in

December 2016. The Market Segment and the remaining Supply Laterals are scheduled to be

placed in service no later than June 2017.

Specific descriptions and locations of the proposed Project facilities, as well as of the

construction and installation activities, are set forth in Resource Report 1, General Project

Description, provided as part of the Environmental Report that is included as Exhibit F-1 hereto.

V. MARKET DEMAND AND OPEN SEASON

Development of the Rover Pipeline has been driven by significant increases in domestic

natural gas production, specifically in the Marcellus region. Rover has entered into precedent

agreements with nine producers, so that the Project is currently subscribed through 15- and 20-

year contracts to transport 3.1 Bcf/day of the 3.25 Bcf/day available capacity.


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A. Overview of the Marcellus Shale Gas Supply

Natural gas produced in the Marcellus Shale formation, primarily in Pennsylvania and

West Virginia, accounts for almost 40% of all U.S. shale gas production, and has increased

significantly over the past four years, from 2 Bcf/day in 2010 to roughly 15 Bcf/day in 2014.19

The Marcellus region is now the largest producing basin in the United States; it is estimated that

production will exceed 16.5 Bcf/day in February 2015.20 Natural gas marketed production in

2013 in Pennsylvania alone averaged nearly 9 Bcf/day, second only to Texas among U.S.

states.21

Indeed, Marcellus production growth has outpaced growth in the region’s available

pipeline takeaway capacity. As a result, natural gas prices have been affected:

Price hubs in the central and northeast portions of the Marcellus region, where natural gas production has been higher, and pipeline capacity to bring it to other markets has been more limited, have seen lower prices compared to hubs around southern and western portions of the Marcellus. The large amount of backed-up supply also makes Appalachian spot prices more volatile, and can cause them to drop by as much as $1 [per million British Thermal Units (“MMBtu”)] on moderate temperature days when Northeast demand is low.22

Further, “[p]roduction in the Marcellus region surpassed winter demand for natural gas in

Pennsylvania and West Virginia several years ago, and is now on track to be enough to equal the

demand in those states plus New York, New Jersey, Delaware, Maryland, and Virginia

combined.”23

19 U.S. Energy Info. Admin. (“EIA”), Today in Energy: Marcellus Region Production Continues Growth (Aug. 5,

2014), http://www.eia.gov/todayinenergy/detail.cfm?id=17411 (last visited Jan. 16, 2015). 20 See EIA, Drilling Productivity Report: For Key Tight Oil and Shale Gas Regions, 6 (Jan. 2015),

http://www.eia.gov/petroleum/drilling/archive/dpr_jan15.pdf (last visited Feb. 11, 2015). 21 See EIA, Natural Gas Gross Withdrawals and Production: Marketed Production,

http://www.eia.gov/dnav/ng/ng_prod_sum_a_epg0_vgm_mmcf_a.htm (last visited Jan. 16, 2015). 22 EIA, Today in Energy: Some Appalachian Natural Gas Spot Prices Are Well Below the Henry Hub National

Benchmark (Oct. 15, 2014), http://www.eia.gov/todayinenergy/detail.cfm?id=18391 (last visited Jan. 16, 2015). 23 See EIA, Today in Energy: Marcellus Region Production Continues Growth (Aug. 5, 2014),

http://www.eia.gov/todayinenergy/detail.cfm?id=17411 (last visited Jan. 16, 2015).


Page 18 of 52

http://www.eia.gov/todayinenergy/detail.cfm?id=17411

http://www.eia.gov/petroleum/drilling/archive/dpr_jan15.pdf

http://www.eia.gov/dnav/ng/ng_prod_sum_a_epg0_vgm_mmcf_a.htm



16

These market dynamics are expected to dramatically alter natural gas transportation

patterns in the United States. The EIA, in its Annual Energy Outlook 2014 (“AEO 2014”),

recognized the need for Marcellus supply to be transported to other markets. Per AEO 2014,

“Marcellus shale gas production could provide up to 39% of the natural gas needed to meet

demand in markets east of the Mississippi River [from 2022 to 2025]—up from 16% in 2012.”24

Marcellus natural gas production exceeds 100% of the AEO 2014 Reference Case’s projected

demand for the New England and Mid-Atlantic regions from 2016 through 2040, and by more

than 1.0 trillion cubic feet during the peak production period (2022–2025).25

B. Open Season for the Rover Pipeline

Rover representatives met with potential shippers to explore their interest in supporting

new natural gas pipeline infrastructure serving the Marcellus and Utica shale supply areas. As a

result of these discussions, Rover initially executed eight precedent agreements that included

pre-arranged conforming bids. These initial eight executed precedent agreements were for terms

of 15 or 20 years, and substantially subscribed the proposed pipeline capacity. Rover

subsequently conducted a thirty-day binding Open Season commencing on June 26, 2014. The

results of this Open Season did not yield any additional executed precedent agreements. Both

negotiated and recourse rates were offered. After the end of the Open Season, Rover continued

to solicit interest for capacity on the Project; and, on October 30, 2014, Rover announced that it

had secured an additional long term binding precedent agreement. As a result of executed

precedent agreements, the Rover Pipeline Project is subscribed to 3.1 Bcf/day with 15- and 20-

24 EIA, Annual Energy Outlook 2014 with Projections to 2040, MT-25 (Apr. 2014), available at

http://www.eia.gov/forecasts/aeo/pdf/0383(2014).pdf. 25 Id.


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http://www.eia.gov/forecasts/aeo/pdf/0383(2014).pdf

17

year contracts. Rover anticipates the remaining 0.15 Bcf/day of firm capacity will be subscribed

to in the near future.

Exhibit I contains copies of the executed precedent agreements. Rover is filing the

precedent agreements as Privileged and Confidential information, and requests such treatment

pursuant to Section 388.112 of the Commission’s regulations.26

VI. PRECEDENT AGREEMENTS

The precedent agreements that support the Rover Pipeline are the product of extensive

negotiations with producer-shippers in a highly competitive environment. As with any pipeline

project that is linked directly to natural gas supply, producer-shippers in the Marcellus and Utica

shale supply areas have sought those transportation service options that best address the specific

circumstances and requirements of each shipper, and provide the contractual incentives

necessary for each of them to make a binding commitment to the Rover Pipeline. Ultimately,

Rover and its shippers were able to secure the contractual foundations for the Project.

Recognizing the magnitude of the Project, and the consequent need to secure large

capacity commitments, Rover designed its open season to provide incentives for shippers to

make large, long-term firm transportation commitments. Thus, the open season offered greater

benefits, in terms of transportation rate and other rate-related contractual benefits, to shippers

based on the quantity of firm transportation commitment. Precedent agreements for the Rover

Pipeline were accordingly entered into with four categories of shippers (collectively, the “Initial

Shippers”). (All potential shippers were provided an equal opportunity in the open season to

26 18 C.F.R. § 388.112 (2014).


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obtain the benefits and rights of each shipper category.) The four categories of Initial Shippers

are:

• Cornerstone Shipper: a shipper that has contracted, prior to the in-service date of the Rover Pipeline, for capacity commitments equal to 500,000 Dth/day or more for a primary term of at least 15 years;

• Foundation Shipper: a shipper that has contracted, prior to the in-service date of the Rover Pipeline, for capacity commitments equal to 150,000 Dth/day or more for a primary term of at least 20 years;

• Anchor Shipper: a shipper that has contracted, prior to the in-service date of the Rover Pipeline, for capacity commitments equal to 100,000 Dth/day or more for a primary term of at least 15 years;

• Negotiated Rate Shipper: a shipper that has contracted, prior to the in-service date of the Rover Pipeline, for capacity and does not meet the criteria to be a Cornerstone, Anchor Shipper, or Foundation Shipper.

A. Initial Shipper Rights

The precedent agreements generally afforded the following rights to each category of

Initial Shipper:

1. Cornerstone Shipper Rights

Generally, the most beneficial negotiated reservation rates and rate-related contractual

rights were granted to Cornerstone Shippers. An executed precedent agreement was considered

as a prearranged conforming bid that was not subject to prorationing during the open season.

Cornerstone Shippers were also given the option to increase their maximum daily quantity

(“MDQ”) up to a specified amount by a certain date. In addition, Cornerstone Shippers were

granted Most Favored Nations Status, as more fully described below. As with other categories

of Initial Shippers, the precedent agreements for Cornerstone Shippers included a form of

negotiated rate agreement providing a fixed negotiated reservation rate and fixed negotiated

commodity rate in lieu of the otherwise effective maximum reservation rate and maximum

commodity rate, respectively. The form of negotiated rate agreement included a right of first


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refusal (“ROFR”) at the end of the FTS agreement’s primary term or any extension thereof, and

also included a fuel cap as more fully described below.

2. Foundation Shipper Rights

For Foundation Shippers, an executed precedent agreement was likewise considered as a

prearranged conforming bid that was not subject to prorationing during the open season.

Foundation Shippers were given the opportunity to participate in the design of the sizing of

metering facilities. They were granted a ROFR, and their form of negotiated rate agreements

provided for a fixed negotiated reservation rate and fixed negotiated commodity rate, as well as

for a fuel cap.

3. Anchor Shipper Rights

For Anchor Shippers, an executed precedent agreement was again considered as a

prearranged conforming bid that was not subject to prorationing during the open season, and

included a form of negotiated rate agreement providing for a fixed negotiated reservation and

commodity rate, and for a fuel cap. Anchor Shippers were also granted a ROFR.

4. Negotiated Rate Shipper Rights

The Negotiated Rate Shipper’s precedent agreement included a form of negotiated rate

agreement providing for a fixed negotiated reservation rate in lieu of the otherwise-effective

maximum reservation rate, as well as for a fuel cap. The Negotiated Rate Shipper also has a

ROFR.

Additionally, the precedent agreements contain provisions that address the particular

circumstances and requirements of each of the Initial Shippers, and provide the contractual

incentives that were necessary for each Initial Shipper in entering a binding commitment to the

Rover Pipeline. It is important to emphasize however, that the provisions do not define or affect

the nature of service under Rover’s Tariff. For the most part, the provisions of each precedent


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agreement define the applicable negotiated rates, set forth standard contractual rights and

obligations of the parties under the precedent agreement itself, and spell out certain shipper

precedent conditions that will be eliminated prior to the in-service date of the Rover Pipeline

consistent with Commission policy and precedent. For example, certain shippers required a

ramp-up of MDQ rights prior to the in-service date of the Rover Pipeline to ensure that they

could execute a binding precedent agreement at a time when their production profiles were not

yet fully identified. In other instances, the conditions address the MDQ in part, but not the entire

Rover Pipeline path prior to full in-service.

B. Material Non-Conforming Provisions

Material non-conforming provisions in the precedent agreements intended to survive the

execution of transportation agreements, and for which Commission approval is requested herein,

are described generally below.

It must be noted that, absent the contractual commitments under the precedent

agreements, the Rover Pipeline could not go forward. Rover recognized early in the planning

stages that a project of this scale would only proceed if the project could attract relatively large,

long-term commitments. Thus, as compared to each of the Initial Shippers, other shippers or

potential shippers cannot be viewed as similarly situated. Under the Commission’s existing

negotiated rate and discount policies, project sponsors may rely on a variety of rate incentives to

induce potential customers to commit to a project, and may distinguish among various shippers

according to factors such as the size of the commitment, the timing of the commitment, the

length of the contract, and elasticities of demand.27 Additionally, none of the provisions in the

27 See Revisions to the Blanket Certificate Regulations and Clarification Regarding Rates, Order No. 686, 117

FERC ¶ 61,074 (2006), order on reh’g and clarification, Order No. 686-A, 119 FERC ¶ 61,303 (2007), order on reh’g, Order No. 686-B, 120 FERC ¶ 61,249 (2007); Gulf Crossing Pipeline Co. LLC, 123 FERC ¶ 61,100, at P 41; see also Pipeline Service Obligations and Revisions to Regulations Governing Self-lmplementing Transportation Under Part 284 of the Commissions Regulations and Regulation of Natural Gas Pipelines After


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precedent agreements affects the actual terms or quality of service on the Rover Pipeline.

Therefore, none of these contract provisions creates the risk of undue discrimination under the

Commission’s policy regarding material deviations.28 Based on the foregoing, Rover

respectfully submits that no provision of any precedent agreement is unduly discriminatory.29

For these reasons, Rover does not believe that any aspect of the precedent agreements results in

an impermissible material deviation from the pro forma service agreements contained in the

Rover Tariff. If the Commission determines that a deviation exists, that deviation should be

acceptable and not material. In particular, Rover requests Commission approval for the

following specific provisions that would be reflected in the Initial Shippers’ FTS agreements,

and would be effective for various periods after the in-service date of the Rover Pipeline.30

1. Fuel Caps

All Initial Shippers’ precedent agreements establish a cap on the fuel and lost and

unaccounted (“LUAF”) for gas costs that may be recovered. The cap represents a negotiated fuel

Partial Wellhead Decontrol, Order No. 636, 59 FERC ¶ 61,030 (1992), reh’g, Order No. 636-A, 60 FERC ¶ 61,102 (1992), reh’g, Order No. 636-B, 61 FERC ¶ 61,272 (1992), aff’d in relevant part, Utd. Distribution Cos. v. FERC, 88 F.3d 1105 (D.C. Cir. 1996), on remand, Order No. 636-C, 78 FERC ¶ 61,186 (1997), reh’g denied, Order No. 636-D, 83 FERC ¶ 61,210 (1998); Regulation of Short-Term Natural Gas Transportation Services, and Regulation of Interstate Natural Gas Transportation Services, Order No. 637, 90 FERC ¶ 61,109 (2000), reh’g, Order No. 637-A, 91 FERC ¶ 61,169 (2000), reh’g denied, Order No. 637-B, 92 FERC ¶ 61,062 (2000), granted in part, den’d in part, dismissed in part, INGAA v. FERC, 285 F.3d 18 (D.C. Cir. 2002).

28 See Trailblazer Pipeline Co. LLC, 149 FERC ¶ 61,176, at P 5 (2014) (“A material deviation may be permissible if the Commission finds that such deviation does not constitute a substantial risk of undue discrimination.”); see, e.g., Enbridge Pipeline (S. Lights) LLC, 144 FERC ¶ 61,044, at P 13 (2013) (“The Commission again confirmed that as all potential shippers had been afforded the opportunity to sign up for the Committed Rates, there was no issue of undue discrimination as between committed and uncommitted shippers.”).

29 See, e.g., CenterPoint Energy Gas Transmission Co., 104 FERC ¶ 61,280, at P 7 (2003) (permitting non-conforming deviation reflecting “unique status of shipper that does not affect its service or others” and permitting pipelines to negotiate non-conforming rates “so long as the shipper has the option of choosing recourse service from the pipeline”) (citing Tenn. Gas Pipeline Co., 97 FERC ¶ 61,225, 62,029 (2001)and ANR Pipeline Co., 97 FERC ¶ 61,223, 62016 (2001)); see also Gulfstream Nat. Gas Sys. L.L.C., 100 FERC ¶ 61,036, at P 15 (2002) (noting that there are permissible material deviations that do not entail a risk of undue discrimination).

30 In accordance with Commission policy, Rover will file its FTS agreements with the initial shippers, along with all non-conforming provisions related thereto, and the initial shippers’ negotiated rate agreements, prior to commencement of service.


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arrangement, which is permissible under Commission policy.31 Also, consistent with

Commission policy, Rover will calculate fuel and lost and unaccounted for gas percentages on

the assumption that full fuel and lost and unaccounted for gas recovery is achieved from all

shippers. Hence, no other shipper will be subsidizing these negotiated rate arrangements.

2. Most Favored Nations Rights

Cornerstone Shippers have included in their precedent agreement a Most Favored

Nations right. Subject to the provisions of the pertinent precedent agreement, if, at any time

prior to the fifth anniversary of the in-service date, Rover enters into a precedent agreement, FTS

agreement, or similar agreement, with more favorable conditions precedent, termination

provisions, minimum pressure requirements, or with a negotiated rate, discounted rate, or

recourse rate that is lower than the negotiated rate in the shipper’s negotiated rate agreement for

any current or future receipt or delivery point on the same transportation path and the same or

shorter term (other than a transportation agreement for seasonal service or with a term of less

than one year), Rover shall offer such more favorable terms and conditions to the shipper, and

shall offer to reduce the shipper’s negotiated rate for service under the FTS agreement to a rate

equal to the lower rate. Rover has negotiated this provision with the Cornerstone Shippers in

recognition of the substantial business risk these shippers have incurred as supporters of the

Project. This provision is consistent with other proceedings where the Commission has

permitted shippers to hold Most Favored Nations contract provisions in return for their support

of a project.32

31 See Fla. Gas Transmission Co., 93 FERC ¶ 61,203, at pg. 24 (2000) (citing NorAm Gas Transmission, 77

FERC ¶ 61,011, 61,036 (1996)). 32 See, e.g., Ruby Pipeline, L.L.C., 128 FERC ¶ 61,224, at P 83 (2009); Colo. Interstate Gas Co. and Cheyenne

Plains Gas Pipeline Co. LLC, 106 FERC ¶ 61,275, at P 39 (2004).


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3. Extension Rights

Certain shippers have the unilateral right to extend the term of their FTS agreement

beyond its primary term. This right allows for up to four consecutive five-year renewal periods

and for a portion or all of its MDQ. The shipper must provide a request to Rover for such

extension at least six months prior to the expiration of the primary term or any extended term.

4. Reduction Rights

Certain shippers have the unilateral right to reduce their MDQ if Rover is unable to

provide transportation service to the Dawn Hub by a specified date.

VII. RATES, COST AND FINANCING

A. Recourse Rates

The proposed initial maximum and minimum recourse reservation and usage rates are set

forth for Rate Schedules FTS, ITS and GPS, including fuel reimbursement percentages, which

include LUAF, in Part IV of the proposed Rover Tariff. The Initial Shippers have elected to pay

negotiated rates for transportation on the Rover Pipeline. Under the Commission’s Alternative

Rate Policy Statement, if a pipeline enters into negotiated rate agreements, the pipeline must

provide recourse rates as an alternative.33 Details of the negotiated rate authority under which

the shippers made these elections are contained in Rate Schedule FTS, Section 3.8, and the

General Terms and Conditions (“GT&C”) Section 16 sets out the discounting provisions

applicable to Rover’s maximum recourse rates.

Rates for Transportation Service are included under Rate Schedules FTS and ITS.

Supply Zone rates include service on all facilities upstream of the Mainline Zone; Supply Zone

33 Alternatives to Traditional Cost-of-Service Ratemaking for Natural Gas Pipelines and Regulation of Negotiated

Transportation Services of Natural Gas Pipelines, 74 FERC ¶ 61,076 (1996), reh’g and clarification denied, 75 FERC ¶ 61,024 (1996).


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to Midwest Hub (Mainline Zone) includes service from the Supply Zone to Midwest Hub

Delivery Points, including Panhandle-Defiance and ANR-Defiance; Supply Zone to Market

Zone South includes service from the Supply Zone to the Midwest Hub Delivery Points, and

transportation to Trunkline Gas delivery points located from Dyer County, Tennessee to Panola

County, Mississippi; Supply Zone to Market Zone North includes service from the Supply Zone,

to the Midwest Hub Delivery Points, to the Michigan interconnects and to the U.S./Canada

International Boundary.34

B. Factors Used in Developing Rates

Rover has developed the proposed recourse rates in a manner consistent with the

Commission’s policy related to the straight-fixed-variable rate design.35 Rover proposes two-

part recourse rates for firm transportation service under Rate Schedule FTS based on the

applicable cost of service. The major factors underlying the proposed firm and interruptible

transportation rates include the following:

• Capital Structure 50% Debt / 50% Equity

• Cost of Debt 6.50%

• Return on Equity 13.00%

• Depreciation Rate 2.50%

34 For those shippers who elect deliveries to the Dawn Hub, Rover will provide the Canadian leg of such service

via its transportation capacity on Vector Canada. Costs associated with transportation service on Vector Canada (or any other Canadian pipeline system) will not be included in the rates for transportation service under Rover’s Tariff.

35 See 18 C.F.R. § 284.10; N. Nat. Gas Co., 105 FERC ¶ 61,299, at P 14 (2003) (indicating Commission’s preference for the straight fixed-variable rate design).


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Rover’s proposed return on equity and debt result in an overall rate of return of 9.75%. This

capital structure is in line with what has been approved by the Commission for other new

construction projects in their initial certificates.36

Rover is proposing to utilize a 2.50% depreciation rate. Also, for rate calculation

purposes, a 2.50% depreciation rate approximates a 40-year life, which exceeds the primary

terms of all of the executed precedent agreements. It also is consistent with depreciation rates

accepted by the Commission in Horizon Pipeline Co. L.L.C., Docket Nos. CP00-129-000 et al.,

Kinder Morgan Louisiana Pipeline LLC, Docket Nos. CP06-449-000 et al., White River Hub,

LLC, Docket No. CP08-398-000, Rockies Express Pipeline LLC, Docket No. CP06-354-000, and

Tennessee Gas Pipeline Company, L.L.C., Docket No. CP11-161-000.37

C. Rate Design

Rover has utilized a straight-fixed-variable rate design in allocating costs and designing

rates. Rate design units are based on the design capacity of the entire system and include an

allocation of costs to interruptible services.

Rover has designed rates for Rate Schedule ITS and Authorized Overrun service based

on a 100% load factor derivative of the Rate Schedule FTS reservation and usage rates, an

approach that is consistent with general Commission policy.38 The Rate Schedule GPS rate is

derived from the Rate Schedule ITS rate.

36 See, e.g., MarkWest Pioneer, L.L.C., 125 FERC ¶ 61,165, at PP 26–27 (2008); Corpus Christi LNG, L.P. and

Cheniere Corpus Christi Pipeline Co., 111 FERC ¶ 61,081, at P 33 (2005) (approving a capital structure of 50% debt and 50% equity and initial rates reflecting 14% rate of return on equity). See also Fayetteville Express Pipeline LLC, 129 FERC ¶ 61,235, at P 28 (2009); T.W. Phillips Pipeline Corp., 126 FERC ¶ 62,132, at pg. 9 (2009).

37 See Horizon Pipeline Co., L.L.C. & Nat. Gas Pipeline Co. of America, 92 FERC ¶ 61,205, at P 13 (2000); Kinder Morgan La. Pipeline LLC & Nat. Gas Pipeline Co. of America, 118 FERC ¶ 61,211, at P 42 (2007); White River Hub, LLC, 124 FERC ¶ 61,132, at P 24 (2008); Rockies Express Pipeline LLC, 116 FERC ¶ 61,272, at P 47 (2006); Tenn. Gas Pipeline Co., L.L.C., 139 FERC ¶ 61,161, at P 21 (2012).

38 Cameron LNG, LLC & Cameron Interstate Pipeline LLC, 147 FERC ¶ 61,230, at P 15 (2014); Kinder Morgan


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Shippers under Rate Schedule GPS are charged a usage charge multiplied by the total

quantity of gas either parked or borrowed each day for the account of shipper during the month.

A credit has been applied to the total cost of service in order to allocate costs to interruptible

transportation services, i.e., interruptible transportation service, interruptible park and loan

service (“GPS”) and authorized overrun service under Rate Schedule FTS service. The

Commission has previously recognized that a credit to the cost of service has the same effect as

allocating costs to such services.39

Attached as Part I of Exhibit P is a Derivation of Rates, which includes the schedules and

work papers supporting all of the proposed initial recourse rates for Rover Pipeline, including:

maximum and minimum reservation rates; usage rates for Rate Schedule FTS; and maximum

and minimum rates for Rate Schedules ITS and GPS.

Rover shippers also will be responsible for charges related to the Annual Charges

Adjustment (“ACA”) surcharge, when that surcharge goes into effect, and for applicable

reimbursement of Fuel Gas, Booster Compression Fuel, LUAF, and incremental off-system fuel

gas charges for Market Zone South. Consistent with the Commission's regulations,40 the ACA

surcharge will not be assessed initially, but will be included once the Commission bills Rover an

ACA assessment.

D. Cost and Financing

Rover estimates the total capital cost of constructing the pipeline and appurtenant

facilities will be approximately $4.22 billion. This cost estimate is detailed in Exhibit K. The

La. Pipeline, LLC & Nat. Gas Pipeline Co. of America, 120 FERC ¶ 61,050, at PP 45-46 (2007); Kinder Morgan Louisiana Pipeline LLC, 118 FERC ¶ 61,211, at P 43 (2007) (citing S. Nat. Gas Co. & SCG Pipeline, 99 FERC ¶ 61,345, at P 87 (2002); Rockies Express Pipeline LLC, 116 FERC ¶ 61,272, at PP 43, 47 (2006).

39 See ETC Tiger Pipeline, LLC, 131 FERC ¶ 61,010, at P 27 (2010); Midcontinent Express Pipeline, LLC & Enogex Inc., 124 FERC ¶ 61,089, at P 93 (2008), as amended, 126 FERC ¶ 61,271 (2009).

40 See 18 C.F.R. Parts 381, 382 (2014).


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Allowance for Funds Used During Construction (“AFUDC”) included in Exhibit K is calculated

in compliance with the Commission’s AFUDC policy,41 with accruals beginning in July 2014.

In accordance with the AFUDC policy, Rover affirms that it began to incur capital expenditures

for the Project on June 26, 2014, and that activities necessary to prepare the Project for its

intended use were in progress at that time. Rover expects to finance the Project as set forth in

Exhibit L.

VIII. PROPOSED TARIFF

Included herein as Part II of Exhibit P is a proposed Tariff prepared in conformance with

the requirements of Part 154 of the Commission’s regulations42 and in consultation with the

producer-shippers that have entered into precedent agreements supporting the development of

the Rover Pipeline. In that regard, Rover’s Tariff meets the needs of the market, and follows the

Commission’s requirements and policies established by Order Nos. 63643 and 637.44

Under the proposed Tariff, Rover will offer firm transportation service, interruptible

transportation service, and interruptible park and loan service on an open access, non-

discriminatory basis pursuant to Part 284 of the Commission’s regulations.45 Rover will provide

these services in accordance with proposed Rate Schedules FTS, ITS and GPS and the associated

41 See S. Nat. Gas Co., Se. Supply Header, LLC & S. Nat. Gas Co., 130 FERC ¶ 61,193, at P 36 (2010). 42 18 C.F.R. Part 154. 43 Pipeline Service Obligations and Revisions to Regulations Governing Self-lmplementing Transportation Under

Part 284 of the Commissions Regulations and Regulation of Natural Gas Pipelines After Partial Wellhead Decontrol, Order No. 636, 59 FERC ¶ 61,030 (1992), reh’g, Order No. 636-A, 60 FERC ¶ 61,102(1992), reh’g, Order No. 636-B, 61 FERC ¶ 61,272 (1992), aff’d in relevant part, Utd. Distribution Cos. v. FERC, 88 F.3d 1105 (D.C. Cir. 1996), on remand, Order No. 636-C, 78 FERC ¶ 61,186 (1997), reh’g denied, Order No. 636-D, 83 FERC ¶ 61,210 (1998).

44 Regulation of Short-Term Natural Gas Transportation Services, and Regulation of Interstate Natural Gas Transportation Services, Order No. 637, 90 FERC ¶ 61, 109 (2000), reh’g, Order No. 637-A, 91 FERC ¶ 61,169 (2000), reh’g denied, Order No. 637-B, 92 FERC ¶ 61,062 (2000), granted in part, den’d in part, dismissed in part, INGAA v. FERC, 285 F.3d 18 (D.C. Cir. 2002).

45 18 C.F.R. Part 284, Subpart G.


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GT&C included in the proposed Tariff. Shippers may pay either recourse rates, discounted rates,

or negotiated rates for each service. The Rover Pipeline will consist of four rate zones, including

the Supply Zone, the Mainline Zone, the Market Zone South, and the Market Zone North.

Certain significant provisions of the proposed Rover Tariff are summarized and discussed

below:

A. Scheduling Priorities

GT&C Section 3.2 sets out detailed scheduling priorities, as follows:

• Firm (primary points to primary points);

• Firm (primary points to/from secondary points);

• Firm (secondary points within the primary path):

o Scheduled by rate in sequence starting with the rate most proximate to the maximum rate (expressed as a percentage of the maximum rate);

• Firm (secondary points outside the primary path):


• Interruptible service, including authorized overrun service:


• Gas Parking Service.

These scheduling priorities afford the highest priority to service under Rate Schedule FTS,

consistent with Commission policy. Such priorities assure that the firm shippers have the

maximum opportunity to use any available capacity, given that they are providing the

dependable revenue stream to support the Rover Pipeline through reservation charges.

B. System Management Tools

Rover Pipeline proposes system management tools, including daily scheduling penalties

and cashout charges that will maintain necessary operational control on Rover Pipeline. Such


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provisions are consistent with similar provisions previously approved by the Commission.46 The

nature and level of the charges reflect Rover’s limited operational flexibility, given that Rover

will have no storage and only limited line pack flexibility. Services available under Rate

Schedule GPS will also assist shippers in avoiding penalties. The daily scheduling penalty,

cashout charge and revenue crediting provisions are described briefly below:

• Daily Scheduling Penalty is described in GT&C Section 5.1. This penalty is applied when the daily variance between scheduled quantities and actual quantities at a Point of Receipt or Point of Delivery exceeds the tolerance level. To help minimize daily scheduling variances, Rover will make available to point operators continuous monitoring of Electronic Gas Measurement points.

• Imbalance Resolution/Cashout is described in GT&C Section 5.2 and provides for netting and posting (for trading) of imbalances, consistent with Commission policy. Imbalances are cashed out monthly.

• Flow Through of Cash Out Revenues and Penalties are described in GT&C Section 22. Cash out revenues in excess of costs are credited to non-offending shippers on an annual basis. A negative amount would be carried forward to the subsequent annual cash out period. Penalties in excess of costs are credited monthly to shippers who did not incur penalties during the month. The calculation for both the cash out and penalty credits is based 50% on the transportation quantity and 50% on the revenue amount of the non-offending shipper to all non-offending shippers.

C. Creditworthiness

GT&C Section 24 sets out detailed credit provisions that generally reflect those

previously approved by the Commission. The credit evaluation criteria, including a potential

shipper’s ratings by Standards & Poor’s and/or Moody’s, as well as alternative means of

appraisal; forms of security and collateral requirements for non-creditworthy shippers; periodic

re-evaluation of creditworthiness; and procedures to address non-payment, suspension, and

termination of service are detailed in the Rover Tariff.

46 The Commission approved similar provisions in issuing a certificate of public convenience and necessity for

Energy Transfer’s Tiger Pipeline. See ETC Tiger Pipeline, LLC, 131 FERC ¶ 61,010, at P 36 (2010).


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D. Fuel Reimbursement Adjustment

GT&C Section 21 sets out procedures for a fuel tracker that includes: (1) fuel gas;

(2) LUAF gas; and (3) electric compression costs. Electric compression costs are converted to

gas units to determine the fuel reimbursement percentage. A Shipper’s monthly fuel charges

shall be the sum of the fuel charges on off-system pipelines, if applicable, plus the applicable

fuel reimbursement percentage set forth in the currently effective rates for the pertinent Rate

Schedule. As discussed in Section VI, above, certain Initial Shippers have negotiated a fuel gas

cap in their precedent agreements. In calculating the charges under Rover’s fuel gas tracking

mechanism, however, full fuel recovery is assumed for such shippers’ quantities, thereby

assuring that there will not be subsidization for fuel gas charges by other shippers.

E. NAESB Standards

Rover is in full compliance with Commission approved North American Energy

Standards Board (“NAESB”) standards in effect as of the date hereof. Any changes to NAESB

standards prior to the in-service date of Rover Pipeline will be incorporated into the Tariff when

Rover files to make its Tariff effective. The NAESB standards are detailed in the GT&C Section

23 of the Tariff.

IX. CERTIFICATE POLICY STATEMENT

AND PUBLIC CONVENIENCE AND NECESSITY

The FERC Policy Statement47 on certificating new pipeline construction establishes

criteria for determining whether there is a need for a proposed project and whether the proposed

project will serve the public interest. The FERC Policy Statement explains that in deciding to

authorize the construction of major new pipeline facilities, the Commission balances the public

47 See supra note 12.


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benefits against the potential adverse consequences. The Commission gives appropriate

consideration to the enhancement of competitive transportation alternatives, the possibility of

overbuilding, 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 on evaluating new pipeline construction.

Under the FERC Policy Statement, the threshold requirement for existing pipelines

proposing new projects is that the pipeline must be prepared to financially support the project

without relying on subsidization from existing customers. The next step is to determine whether

the applicant has made efforts to minimize any adverse effect the project might have on the

applicant’s existing customers, existing pipelines in the market and their captive customers, or

landowners and communities affected by the route of the new pipeline. If residual adverse

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

Commission evaluates the project by balancing the evidence of public benefits to be achieved

against the residual adverse effects. As discussed below, Rover meets each of the Commission’s

objectives and criteria established in the FERC Policy Statement.

A. Impact on Existing Shippers – No Subsidization

The Project will have no impact on existing customers because Rover is a new entity that

has no existing operations or customers. Accordingly, there is no risk that the Rover Pipeline

will rely on subsidies from existing customers. The economic risks of the Project will be borne

fully by Rover.48

48 See id.


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B. No Adverse Impact on Existing Pipelines and Their Captive Customers

The Rover Pipeline, which originated as a result of discussions with producers seeking a

means to move their stranded gas to markets in the Midwest and Canada, will not adversely

impact existing pipelines or their captive customers. The shippers on the Rover Pipeline are

producers in the Marcellus and Utica Shale supply areas that have signed 15- or 20-year

contracts to meet increasing demand, and to support new infrastructure with more service

flexibility. The new Rover Pipeline facilities will benefit all consumers by providing new

capacity, more supplies, more competitive pricing and optionality to markets and storage. In

addition, this new Rover infrastructure will provide Midwest local utilities and end users access

to reliable and directly sourced gas supplies. Moreover, the Project will maximize the use of

available existing pipeline capacity through transportation agreements with Panhandle, Trunkline

Gas, and Vector—and thus will have a positive impact on existing pipelines.

In sum, the Rover Pipeline will not result in any adverse impact on competing pipelines

and their captive customers because: (1) no existing service by any other pipeline system will be

displaced; (2) no other existing pipeline system has the available capacity to transport the shipper

requirements to the Midwest Hub; and (3) the transportation service provided by the Project will

be utilized for new sources of natural gas supply not currently served by existing pipelines.

More generally, no adverse impact on competing pipelines and their captive customers will result

because: (1) the Rover Pipeline will be an open-access pipeline providing nondiscriminatory

service in a competing market; and (2) construction and operation of the Rover Pipeline will

serve to further enhance competition in the market by providing additional competitive service

options.


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C. Impact on Landowners and Communities Has Been Minimized

Based on meetings with landowners, developers, Federal, state, and local officials, and

other interested stakeholders, Rover believes that it has designed and routed its Project in a

manner to minimize the impact on stakeholders and the environment. Rover’s routing has used

existing utility corridors for siting its pipeline and available capacity on other natural gas

pipelines wherever possible to avoid new, undisturbed lands. Rover has also based its routing on

existing land use, locations of populated areas, surface topography, geologic considerations, and

environmental factors, as well as landowner and community input. The proposed route also

attempts to be in proximity to roads and highway infrastructure that will permit Rover quick

access to facilities for operational and maintenance activities.

Rover intends to work with all affected landowners to address concerns as it acquires the

necessary property for the proposed Project facilities. One aspect of Rover entering into the

FERC’s Pre-Filing Review Process was to conduct informational Open Houses to allow

stakeholders to ask questions and explain their concerns to Project team members. Rover has

demonstrated its willingness to work with stakeholders by addressing construction concerns and

adopting reroutes suggested by affected landowners when feasible.

D. Benefits Associated with the Project Outweigh Any Adverse Impacts

As discussed throughout this Application, there are numerous public benefits associated

with the Project. First, it will provide significant capital investment in much-needed natural gas

infrastructure, stimulating both the local and national economies. Second, it will respond to

proven market demand for additional firm take-away capacity from the Marcellus and Utica

shale supply areas. Third, the Rover Pipeline supports the overall development of domestic

natural gas resources, ensuring domestic energy supplies can grow to meet energy and related

national security needs in the United States. Last, the Project will enhance the reliability of the


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34

interstate natural gas pipeline grid in a geographic region that serves as a critical junction

between sources of natural gas production and major areas of market demand. The public

benefits of the Project far outweigh any potential minor or temporary adverse impacts.

E. The Project Is Required by the Public Convenience and Necessity

In determining whether a proposed project is required by the public convenience and

necessity, the Commission considers whether the proposal meets the criteria set forth in the

FERC Policy Statement. As discussed above, the Project is consistent with the objectives and

criteria of the FERC Policy Statement. Furthermore, the Project will provide extensive benefits

to all sectors of the natural gas market, including: (1) providing Marcellus and Utica Shale

supply area producer-shippers additional access to the Midwest, Chicago, Gulf Coast, Canadian

and U.S. Northeast markets; (2) creating new infrastructure for the Midwest market with direct

access to a reliable and competitively-priced supply of natural gas resulting in enhanced market

competition, reduced price volatility and lower prices; (3) providing new and existing electric

generation facilities with greater sources of natural gas supply, in turn improving air quality and

the reliability of the electric grid; and (4) using existing pipeline infrastructure in Michigan to

avoid new construction impacts to Michigan’s environmental resources, residences, and private

property.

For these reasons, and consistent with the criteria set forth in the FERC Policy Statement,

Rover respectfully submits that its proposal is in the present and future public convenience and

necessity, and that the authorizations requested herein should be granted promptly.

X. STAKEHOLDER AND LANDOWNER OUTREACH AND NOTIFICATION

Throughout the planning process for the Project, Rover engaged in outreach with

landowners, elected officials, Federal, state, and local government agencies, tribal officials and


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other stakeholders. This outreach resulted in the proposed route selection and general design of

the Project as reflected in this Application.

Rover conducted a total of ten Open House meetings in West Virginia, Pennsylvania,

Ohio, and Michigan during the week of July 8 through July 15, 2014, as well as three additional

Open House meetings in Michigan from September 16 through September 18, 2014. At each

Open House venue, Rover displayed a series of informational poster boards that gave an

overview of the Rover Pipeline; explained the basic facts of natural gas and pipelines;

summarized the proposed facilities, route and construction dates; and had map books available

showing the initial proposed pipeline route, so that landowners could determine the location of

the pipeline centerline in relation to their property. Approximately twenty Project team members

from construction, engineering, right-of-way, geographic information systems, regulatory, and

environmental departments were in attendance at each Open House, and available to answer

questions. The Open Houses gave Rover the opportunity to gain valuable insights into the

concerns of local community members and government agencies, and to adjust the Project

construction plans accordingly.

In addition, as part of the FERC Pre-Filing Review Process, Rover has: provided two

rounds of environmental Resource Reports for review and critique, participated in bi-weekly

conference calls with FERC staff; provided Monthly Status Reports; participated in interagency

meetings and conference calls; provided draft Resource Reports; provided several drafts of

landowner, agency, and other mailing lists; conducted several route/site inspections with the

FERC staff; responded to FERC staff and stakeholders’ requests for information; maintained the

Rover webpage; returned calls from the Rover toll-free phone number (888-844-3718) that has

been established to address landowner concerns raised before, during, or after Project


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36

construction; contacted affected landowners regarding surveys and easements; contacted affected

Federal, state, local, and tribal officials; and participated in FERC-sponsored Scoping Meetings.

At each FERC Scoping Meeting, Rover personnel were present to respond to questions from

landowners and other stakeholders. Rover’s web page at

http://www.energytransfer.com/ops_etrover.aspx includes a document titled Frequently Asked

Questions that includes a collection of questions and answers that were discussed at the

meetings. In addition, Rover has conducted discussions throughout the Pre-Filing Review

Process with owners of existing rights-of-ways, and pipeline companies to determine available

alternatives to avoid construction impacts. Most significantly, this has resulted in Rover

acquiring capacity on the Vector system from a point in Livingston County, Michigan to the

Dawn Hub, thereby avoiding approximately 110 miles of pipeline construction impacts in

Michigan, and approximately 14 miles in Ontario, Canada.

Rover continues to be engaged in consultation with FERC staff, Federal, state, and local

government agencies, landowners, tribal officials, and other affected parties concerning the

proposed construction activities associated with the Rover Pipeline. Based upon the Pre-Filing

Review Process, Rover believes that the proposed pipeline route minimizes both landowner and

environmental impacts. Rover has submitted copies of its draft Resource Reports to the pertinent

government agencies, and has incorporated those agencies’ comments into the final Resource

Reports that constitute the Environmental Report included as Exhibit F-1 hereto. Rover will

continue to work with affected landowners and agencies in an ongoing effort to address their

concerns and minimize adverse impacts to the extent reasonably possible.


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http://www.energytransfer.com/ops_etrover.aspx

37

Rover will comply with the landowner notification requirements under Section 157.6(d)

of the Commission’s regulations.49 A list of affected landowners is included with the

Environmental Report as Privileged and Confidential information. Rover has contacted all

affected landowners either by mail, phone and/or direct contact concerning the proposed Project.

Rover has also notified all affected landowners of the recent route revision due to the acquisition

of firm capacity on Vector. As part of that notification, Rover notified those stakeholders that

they will no longer be affected by the Project, and will no longer remain on the mailing list

maintained by Rover. A copy of the eliminated landowners list is provided in Resource Report

1.

In addition, Rover has developed and will implement a Landowner Complaint Resolution

procedure that will provide landowners with clear and simple directions for identifying and

resolving their environmental problems or concerns during construction activities, and during

restoration of the right-of-way. Prior to construction, Rover will mail the Landowner Complaint

Resolution procedure to each landowner whose property will be crossed by the Project.

XI. ENVIRONMENTAL IMPACT AND COMPLIANCE

In light of the avoidance and minimization measures taken by Rover to route the Project,

coupled with the utilization of existing capacity on third-party pipelines, there will be no

significant adverse environmental effects resulting from the authorizations to construct, own,

operate, and maintain new pipeline, compression, metering, and ancillary facilities as proposed

herein. The Rover Pipeline has been designed, and will be constructed, in a manner that will

avoid first, and then minimize environmental impacts. Rover has routed the proposed pipeline

49 18 C.F.R. § 157.6(d).


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facilities into existing utility corridors, on existing right-of-ways, adjacent to existing roads or

adjacent pipeline rights-of-way and in active agricultural fields whenever possible in order to

avoid new, undisturbed lands, and in order to minimize impacts to landowners. An

Environmental Report, submitted herewith as Exhibit F-1, provides a detailed analysis of the

existing environmental, cultural, and socioeconomic conditions along the proposed route, and of

the impact of the proposed facilities on the existing environment.

No significant adverse effects on surface water, wetlands, or groundwater resources are

expected to occur from construction and operation of the Rover Pipeline. To minimize the

impacts of erosion and sedimentation on surface waters, construction activities will be performed

in compliance with the FERC’s Upland Erosion Control, Revegetation and Maintenance Plan,

and with Rover’s Project-specific versions of FERC’s Wetland and Waterbody Construction and

Mitigation Procedures (“Rover Procedures”). Rover has attempted to avoid and/or minimize

wetland crossings to the extent practicable during selection of the proposed route. Where

jurisdictional wetlands cannot be avoided, crossings thereof will be done in accordance with

Federal and state permits and approvals, and the Rover Procedures, including any deviations

requested by Rover and approved by FERC.

Similarly, construction of the Rover Pipeline will not have any significant adverse

impacts on fish, wildlife, or vegetation resources. No significant construction or operation

impacts on Federal or state protected species are anticipated as a result of the Project. Where

suitable habitat for these species is encountered by the Project, preventative measures will be

employed to reduce the likelihood of impacts to the species. For example, various horizontal

directional drill crossings are planned to minimize risks to sensitive resources such as wetlands

and river crossings. Rover will continue to consult with the relevant agencies to identify whether


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additional mitigation measures are required, and to develop appropriate measures to avoid or

minimize potential impacts on endangered, threatened, or other species of concern, or their

habitat, as necessary.

Rover has consulted with the State Historic Preservation Officers (“SHPOs”) in West

Virginia, Pennsylvania, Ohio, and Michigan, as well as the Federally-recognized Native

American Tribes with potential ties to the Project area, as discussed in Resource Report 4. In

addition, Rover has initiated Phase I Cultural Resource Surveys in the states mentioned above

that will be filed with the SHPOs, as well as with the Commission. The Rover Pipeline will not

have a significant adverse impact on any known archaeological or historic sites. Moreover,

Rover will implement its Unanticipated Discoveries Plan in conjunction with development of the

Project.

The Rover Pipeline will not have any significant adverse effects on geological resources.

Any limited potential geological hazards resulting from the Project will be minimized by design

measures. With respect to soils, Rover will adopt FERC’s Upland Erosion Control,

Revegetation, and Maintenance Plan as well as its Agricultural Mitigation Plan developed

specifically in coordination with the state resource agricultural agencies or organizations,

landowners and regional agronomists and soil scientists for the Project to ensure that potential

effects on soils due to construction of the proposed Project are minimal. Permanent impacts on

soils due to operation of the Rover Pipeline will be restricted to the areas where above-ground

facilities are sited and the pipeline right-of-way, as discussed below.

The Project will not have significant adverse impacts on land use, recreation, or

aesthetics. Where potential adverse effects are identified, mitigation measures are proposed to

avoid or minimize those effects. With respect to air and noise emissions, construction and


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operation of the Rover Pipeline is expected to have minimal permanent effects on air quality and

noise levels. Rover has concluded from its environmental review that its Project construction

will not individually or cumulatively have a significant effect on the quality of human health, the

environment, or landowners.

Rover will comply with all mitigation requirements imposed by the environmental

clearances from Federal, state, and local agencies for the Project. In this regard, Rover is seeking

authorization by November 2015 for the Project in order that it may clear its rights-of-way prior

to the summer months, and thus mitigate any potential impacts to Indiana and northern long-

eared bats during the summer roosting season, consistent with requests by the U.S. Fish and

Wildlife Service. To ensure that construction activities are conducted in compliance with all

applicable requirements, including any conditions imposed by the Commission, Rover has

agreed to fund a third-party environmental compliance monitoring program that will be directed

by the Commission staff. The overall objectives of the compliance monitoring program are to:

(1) assess environmental compliance during the construction process to achieve a high level of

compliance throughout the process; (2) assist the Commission staff in screening and processing

requests for any variances; and (3) create and maintain a database of daily reports documenting

compliance. Final details regarding staffing and implementation of the compliance monitoring

program will be developed in consultation with Commission staff prior to the commencement of

construction and as part of Rover’s Initial Implementation Plan documenting compliance with

required mitigation measures.


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XII. CERTIFICATION

Pursuant to the Natural Gas Pipeline Safety Act of 1968,50 Rover certifies that the

facilities proposed herein will be designed, constructed, tested, operated, replaced, and

maintained to conform with or exceed the requirements of Title 49, Part 192, of the Code of

Federal Regulations, or any superseding Federal or state safety code applicable to natural gas

transmission pipelines.51 These regulations are intended to ensure adequate protection for the

public and to prevent natural gas facility accidents and failures. 49 C.F.R. Part 192 specifies

material selection and qualification, minimum design requirements, and protection from internal,

external, and atmospheric corrosion. In addition, all construction and restoration activities will

be performed in accordance with the environmental plans, procedures, and guidelines included in

the Environmental Report under Exhibit F-1.

XIII. WAIVER

Rover respectfully submits that this Application may be granted based upon this

submission and without a trial-type evidentiary hearing. In accordance with Rules 801 and 802

of the Commission’s Rules of Practice and Procedure,52 Rover requests that the intermediate

decision procedure be omitted, and waives oral hearing and opportunity for filing exceptions to

the decision of the Commission.

50 Pub. L. No. 90-481, 82 Stat. 720 (1968) (codified as amended at 49 U.S.C. §§ 60101–60140). 51 The United States Department of Transportation (“USDOT”) has exclusive authority to promulgate safety and

design standards for pipelines and transportation facilities under the Natural Gas Pipeline Safety Act. The USDOT pipeline standards are published in 49 C.F.R. Parts 190–199.

52 18 C.F.R. §§ 385.801, 385.802.


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XIV. DESCRIPTION OF EXHIBITS

This is an Application pursuant to Part 157 of the Commission’s regulations.53 The

following exhibits are attached, incorporated by reference, or omitted for the reasons indicated.

To the extent any required exhibits have been omitted, Rover requests that the Commission treat

the omitted material as inapplicable or otherwise unnecessary to fully disclose the nature of the

Project as proposed herein.

NOTICE NOTICE OF APPLICATION A form of notice suitable for publication in the Federal Register is submitted herewith, as noted herein in Section XVI.

EXHIBIT A ARTICLES OF INCORPORATION AND BYLAWS OR OTHER SIMILAR DOCUMENTS Submitted herewith are the State of Delaware Limited Liability Company Certificate of Formation and the Limited Liability Company Agreement of Rover Pipeline LLC.

EXHIBIT B STATE AUTHORIZATION Submitted herewith are the West Virginia, Pennsylvania, Ohio and Michigan state authorizations for Rover Pipeline LLC.

EXHIBIT C COMPANY OFFICIALS Submitted herewith.

EXHIBIT D SUBSIDIARIES AND AFFILIATIONS Submitted herewith.

EXHIBIT E OTHER PENDING APPLICATIONS AND FILINGS Addressed herein in Section XV—Related Applications.

EXHIBIT F LOCATION OF FACILITIES Submitted herewith.

EXHIBIT F-1 ENVIRONMENTAL REPORT Submitted herewith.

53 Id. at Part 157.


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EXHIBIT G FLOW DIAGRAM SHOWING DAILY DESIGN CAPACITY, AND REFLECTING OPERATION WITH AND WITHOUT PROPOSED FACILITIES ADDED Rover’s Exhibit G is designated as Critical Energy Infrastructure Information (“CEII”) and is submitted in Volume III.

EXHIBIT G-I FLOW DIAGRAMS REFLECTING MAXIMUM CAPABILITIES Omitted. Exhibit G reflects maximum capabilities.

EXHIBIT G-II FLOW DIAGRAM DATA Rover’s Exhibit G-II is designated as Critical Energy Infrastructure Information (CEII) and is submitted in Volume III.

EXHIBIT H TOTAL GAS SUPPLY DATA Omitted. A discussion of Gas Supply Data is provided herein under Section V, Market Demand and Open Season.

EXHIBIT I MARKET DATA Submitted herewith are: a List of Subscribed Volumes for the Rover Pipeline; and Precedent Agreements for the Rover Pipeline. The Precedent Agreements are designated as Privileged Information and are submitted in Volume IV.

EXHIBIT J FEDERAL AUTHORIZATIONS Submitted herewith under Resource Report 1, Appendix 1A, Table 1A-9, Permits and Approvals includes Federal Authorizations.

EXHIBIT K COST OF FACILITIES Submitted herewith.

EXHIBIT L FINANCING Submitted herewith.

EXHIBIT M CONSTRUCTION, OPERATION, AND MANAGEMENT Omitted. Rover and/or independent contractors will accomplish the proposed construction. The employees of Rover in the ordinary course of business will carry out operation and maintenance of the proposed facilities.

EXHIBIT N REVENUES, EXPENSES AND INCOME Submitted herewith are Rover’s schedules reflecting the estimated cost of service for the Rover Pipeline.


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EXHIBIT O DEPRECIATION AND DEPLETION Submitted herewith.

EXHIBIT P TARIFF Submitted herewith are: Rover’s pro forma Tariff and the derivation of the initial rates for firm, interruptible and parking service under Rate Schedules FTS, ITS and GPS, respectively. Rover’s pro forma Tariff was prepared in conformance with the requirements of Part 154 of the Commission’s regulations under the NGA,54 and contains proposed rates, rate schedules, general terms and conditions, and forms of service agreements that comply with recent Commission orders and policy. Not less than 30 days and not more than 60 days prior to the commencement of service of the facilities proposed herein, Rover will file the attached pro forma tariff as Rover Pipeline LLC FERC NGA Gas Tariff Volume No. 1 for acceptance by the Commission.

EXHIBIT Z-1 OTHER PROJECT MAPS Submitted herewith are the Rover Project Map – Other Pipelines; Panhandle System Map; and Trunkline Tariff Map.

EXHIBIT Z-2 TRANSPORTATION PRECEDENT AGREEMENTS Submitted herewith are the Precedent Agreements for off-system transportation to the U.S./Canada International Boundary and to Trunkline Zone 1 A. The Precedent Agreements are designated as Privileged Information and submitted in Volume IV.

EXHIBIT Z-3 ENVIROMENTAL MATRIX Submitted herein.

XV. RELATED APPLICATIONS

In order to provide seamless transportation from the Rover interconnection with

Panhandle in Defiance County, Ohio to Trunkline Gas’ delivery points located from Dyer

County, Tennessee to Panola County, Mississippi, both Panhandle and Trunkline Gas are filing

applications concurrently with this Application pursuant to Section 7 of the NGA55 for

54 Id. at Part 154. 55 15 U.S.C. § 717f.


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45

authorization to construct and operate piping and compression modifications to allow for natural

gas to flow bi-directionally on their pipeline systems.

To the best of Rover’s knowledge, there are no other applications or filings pending

before the Commission, or required to be filed in conjunction with this Application beyond what

is discussed herein.

XVI. FEDERAL REGISTER NOTICE

Attached hereto is a notice, prepared in conformity with Sections 2.1 and 157.6(b)(7) of

the Commission’s regulations,56 suitable for publication in the Federal Register.

XVII. CONCLUSION

For the foregoing reasons, Rover respectfully requests that the Commission grant the

instant Application for issuance of:

(1) a certificate of public convenience and necessity authorizing Rover to construct, own,

and operate under Part 157, Subpart A of the Commission’s regulations57 a new interstate natural

gas pipeline system with total system capacity of 3.25 Bcf/day, including: (a) approximately 711

miles of 24-inch, 30-inch, 36-inch and 42-inch diameter Supply Laterals and Mainlines

extending from the Marcellus and Utica shale supply areas in West Virginia, Pennsylvania, and

Ohio to a point of interconnection with the Vector Pipeline in Livingston County, Michigan; ten

new compressor stations; nineteen metering and regulating facilities; and other ancillary

facilities; (b) approval of the Tariff submitted herewith, which includes the authority to enter into

negotiated rate agreements; and (c) approval of the initial recourse rates for service; and

56 18 C.F.R. §§ 2.1, 157.6(b)(7) (2014). 57 Id. at Part 157, Subpart A.


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(2) blanket certificates authorizing Rover to: (a) engage in certain self-implementing

routine activities pursuant to blanket certificate authority under Part 157, Subpart F of the

Commission’s regulations;58 and (b) transport natural gas on an open-access and self-

implementing basis under Part 284, Subpart G of the Commission’s regulations.59

Rover also requests any waivers, including waiver of the Commission’s shipper-must-

have-title policy in order for Rover to acquire off-system capacity on third-party pipeline

systems consistent with Commission policy, and other relief the Commission may deem

necessary to grant the authorizations requested herein. Rover respectfully requests that these

authorizations be granted by November 2015, so that the Rover Pipeline’s Supply Laterals and

Mainlines A and B may be completed and placed in service by December 2016.

Respectfully submitted, /s/ Stephen T. Veatch _____________________________ Stephen T. Veatch Senior Director, Certificates Rover Pipeline LLC

Dated: February 20, 2015

58 Id. at Part 157, Subpart F. 59 Id. at Part 284, Subpart G.


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VERIFICATION STATEMENT OF

ROVER PIPELINE LLC

I, STEPHEN T. VEATCH, Senior Director of Certificates for Rover Pipeline LLC

hereby certify in accordance with 18 C.F.R. § 385.2005(a) that I have read the above and

foregoing Application of Rover Pipeline LLC for a Certificate of Public Convenience and

Necessity (“Application”), and know its contents; that the contents of the Application are true

and correct to the best of my knowledge, information, and belief; and that I possess full power

and authority to sign the Application on behalf of Rover Pipeline Company LLC.

/s/ Stephen T. Veatch ____________________________ Stephen T. Veatch, Senior Director Certificates

Before me, the undersigned authority, personally appeared Stephen T. Veatch, known to me to be the person whose name is subscribed above and the Senior Director of Certificates and Tariffs for Rover Pipeline LLC and who acknowledged to me that he executed same for the purposes therein expressed. Subscribed and sworn to before me this 20th day of February, 2015.

Name: /s/ Suzanne Samano ____________________________ Title: Notary Public in the State of Texas

My Commission Expires:


Page 50 of 52

Exhibit Z-1

Rover Pipeline LLC

Other Project Maps

Rover Project Map – Other Pipelines; Panhandle System Map; and Trunkline Tariff Map


Page 51 of 52


Page 52 of 52

NEXUS GAS TRANSMISSION, LLC

5400 Westheimer Ct.

Houston, TX 77056 43215

December 30, 2014

Ms. Kimberly D. Bose, Secretary

Federal Energy Regulatory Commission

888 First Street, N.E.

Washington, D.C. 20426

Re: Request for Approval to Use the Pre-Filing Process

NEXUS Gas Transmission, LLC – NEXUS Gas Transmission Project

Docket No. PF15-_______-000

Dear Ms. Bose:

Pursuant to Section 157.21(b) of the regulations of the Federal Energy Regulatory Commission

(“FERC” or “Commission”),1 NEXUS Gas Transmission, LLC (“NEXUS” or “Applicant”)

hereby requests that the Commission initiate a National Environmental Policy Act (“NEPA”)

environmental review under the Commission’s Pre-Filing Process for a proposed greenfield

natural gas pipeline and related facilities, herein referred to as the “NEXUS Gas Transmission

Project” or “Project.” The NEXUS Gas Transmission Project is designed to deliver

incremental production from the Utica Shale and Marcellus Shale plays to growing demand for

natural gas by gas distribution and end use markets in the Upper Midwest and Canada. The

scheduled in-service date of the Project is November 1, 2017.

Representatives of NEXUS met with Commission Staff on December 17, 2014 to

discuss the Project and NEXUS’s use of the Pre-Filing Process. NEXUS plans to file a

certificate application with the Commission for authorization of the Project under Section 7(c) of

the Natural Gas Act (“NGA”) following completion of the Pre-Filing Process.

Project Overview

DTE Energy Company and Spectra Energy Partners, LP are lead developers of the

proposed Project, a project designed to transport growing supplies of Appalachian Basin gas to

customers in the U.S. Midwest and Ontario. The Project will create, through the use of greenfield

pipeline and capacity on existing systems, a new path to deliver gas from the prolific Marcellus

and Utica shale plays to markets in the Upper Midwest and Ontario, Canada, specifically

delivering gas into existing infrastructure in Michigan and in Ontario.

NEXUS held an open season for the Project from October 15, 2012 to November 30,

2012 and a supplemental open season from July 23, 2014 to August 21, 2014. NEXUS has

signed precedent agreements for the majority of the capacity to be created by the Project.

1 18 C.F.R. § 157.21(b) (2014).


Page 1 of 29

Ms. Kimberly D. Bose

Page 2

Placing the Project facilities in service by the scheduled in-service date of November 1, 2017 is

required to meet the firm transportation service requirements of the Project shippers.

As proposed, the Project includes both new pipeline construction (“Greenfield”

construction, as described more fully in Section 3, below) and, to minimize environmental

disruption and optimize project efficiencies, contracting for existing and expanded capacity on

existing pipeline systems. The Greenfield pipeline will create a new pipeline system necessary to

transport 1.5 billion cubic feet (“bcf”) of natural gas per day. It will be constructed, owned and

operated by NEXUS and will extend from Kensington, Ohio to the DTE Gas transportation

system west of Detroit, Michigan.

The Project will also comprise contracted firm capacity existing on, and created by the

expansion of, (1) the Texas Eastern Transmission, LP (“Texas Eastern”) system in Ohio and

Pennsylvania to allow shippers to access gas supplies south of the Kensington, Ohio point where

the NEXUS Greenfield system commences, (2) the DTE Gas Transportation (“DTE”) system in

eastern Michigan and extending to the U.S. / Canada border, and (3) the Vector Pipeline

(“Vector”) system in southern and eastern Michigan, northern Indiana, and eastern Illinois, and

then across the U.S./Canada border into western Ontario. In this way, the Project will provide a

connection between Appalachian shale gas supplies and markets in the US Midwest, including

Ohio, Michigan, Chicago, and Dawn Ontario in Canada. Please see Attachment 1 for a Project

Overview map of the route depicting the Project location.

NEXUS understands that Texas Eastern will be separately submitting a Pre-Filing request

for its expansion project in the near future, and ultimately will file its own certificate application

with the Commission for approval of its expansion project. NEXUS further understands that

Vector, if required, will be separately submitting a Pre-Filing request for its expansion project in

the near future, and ultimately will file its own certificate application with the Commission for

approval of its expansion project. The DTE expansion project will be subject to the jurisdiction

of the Michigan Public Service Commission, as DTE is a state-regulated gas utility, and the

service that DTE will provide to NEXUS by contractual arrangement will be pursuant to DTE’s

limited authority to provide service in interstate commerce. While each project would have

separate applications, NEXUS understands that the Commission may prepare a single

environmental impact statement to review the environmental impacts associated with all of the

projects.

As demonstrated herein, NEXUS has engaged in extensive efforts in anticipation of filing

its certificate application to meet the Project’s timeline and the November 1, 2017 in-service

date. To further support the request, NEXUS submits the following in compliance with Section

157.21(d) of FERC’s regulations and FERC Staff’s guidance for initiating pre-filing review.

1. A description of the schedule desired for the project including the expected application

filing date and the desired date for Commission approval.

To meet the target in-service date for the Project of November 1, 2017, NEXUS requests

that the Director of the Office of Energy Projects issue a notice approving use of the Pre-Filing

Process by January 9, 2015.


Page 2 of 29


Page 3

NEXUS intends to submit an initial draft of Environmental Resource Report No. 1 and a

draft alternatives analysis within 30 days after issuance of the Pre-Filing docket number, a first

draft of all Environmental Resource Reports by June 2015 and, if required, a second draft by

September 2015. NEXUS commits to working with FERC Staff to provide Environmental

Resource Reports earlier than June 2015, if possible, with all environmental reports to be

provided by June 2015. Filing of the certificate application is anticipated in November 2015.

NEXUS is committed to addressing environmental and landowner concerns throughout the Pre-

Filing Process and requests issuance of a certificate order by November 2016.

Meeting this timeline will allow for receipt of any remaining applicable permits and

authorizations necessary for NEXUS to begin pre-construction activities, including the orderly

mobilization of contractors and materials and the resolution of any outstanding landowner issues,

and allow for commencement of construction in the first quarter of 2017. Timely

commencement of these activities is critical to meet the Project’s in-service date of November 1,

2017, which, as noted earlier, is needed to meet the firm transportation service requirements of

the Project shippers.

2. Explain why the project applicant is requesting to use the pre-filing process.

NEXUS is seeking authorization to use the Pre-Filing Process to provide the necessary

environmental information to FERC Staff for review at the earliest practicable time to expedite

the processing of its certificate application. In addition, use of the Pre-Filing Process will

provide interested stakeholders with an opportunity to review and comment on

environmental issues at the beginning of the environmental review process, facilitate timely

resolution of any issues and develop a complete record.

To meet the requirements of NEPA within the proposed timeline, NEXUS

recognizes the need for close coordination among all interested federal, state, and local

agencies, elected officials and other stakeholders. Early review of the environmental

documentation required to comply with the NEPA Process and implementation of the Public

and Agency Participation Plan prepared by NEXUS will facilitate the development of a

complete public record, support the conclusion that the Project is in the public interest

and allow the Project to receive all approvals necessary to implement the requested service by

November 1, 2017.

Use of the Pre-Filing Process will benefit NEXUS, interested federal, state, and local

agencies, elected officials and other stakeholders by:

• Assisting in the development of initial information about the Project and identifying

affected parties;

• Facilitating issue identification and resolution;

• Providing a process that accommodates site visits, meetings with federal, state, and local

agencies, elected officials and other stakeholders, participation in public information

meetings (e.g., open houses), and the examination of alternatives;

• Providing interested federal, state, and local agencies, elected officials and other

stakeholders with access to draft Environmental Resource Reports and other Project-


Page 3 of 29


Page 4

related information;

• Minimizing the number of Commission Staff environmental data requests and subsequent

filings;

• Maintaining a coordinated schedule for a thorough environmental impact review; and

• Facilitating the preparation of high-quality Environmental Resource Reports and other

related documents.

Further, NEXUS believes that using the Pre-Filing Process will allow NEXUS to

meet the energy needs of consumers throughout the US Midwest states such as Ohio,

Michigan and Illinois and beyond through the interconnected interstate gas pipeline grid and in

eastern Canada through the Dawn Hub in Dawn, Ontario with minimal impacts to the

environment and stakeholders.

3. Provide a detailed description of the project, including location maps and plot plans to

scale showing all major plant components.

The NEXUS Gas Transmission Project will consist of the following:

• Greenfield Route:

(i) The construction of approximately 250 miles of up to 42-inch-diameter natural

gas pipeline comprised of:

a. approximately 200 miles of new pipeline in Columbiana, Stark, Summit,

Wayne, Medina, Lorain, Erie, Sandusky, Wood, Lucas, and Fulton Counties,

Ohio

b. approximately 50 miles of new pipeline in Lenawee, Monroe, and Washtenaw

Counties, Michigan

c. approximately 1,500 feet of lateral pipeline connecting the existing

Kensington Processing Plant to the Texas Eastern mainline extension Booster

Station in Columbiana County

d. approximately 1.2 miles of lateral pipeline connecting the Kensington

Processing Plant to the Tennessee Gas Pipeline (“TGP”) mainline in

Columbiana County

(ii) Installation of up to four new gas turbine compressor stations at the following

locations:

a. Columbiana County, Ohio

b. Medina County, Ohio

c. Erie County, Ohio

d. Lucas County, Ohio

Pending the completion of final engineering, compression strength is currently

planned to be up to 52,000 horsepower (HP)2 at the Columbiana station, up to

26,000 HP at the Medina station, up to 26,000 HP at the Erie station and up to

26,000 HP at the Lucas station.

2 The horsepower ratings provided are NEMA ratings.


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Page 5

(iii) Installation of four new metering and regulating (“M&R”) stations:

a. NEXUS/Kensington M&R Station located at the Kensington Processing Plant

in Columbiana County, Ohio

b. NEXUS/Texas Eastern M&R Station located at the tie-in from a lateral line

connection with the Texas Eastern mainline extension in Columbiana County,

Ohio

c. NEXUS/TGP M&R Station located at the tie-in from a lateral line connection

with the TGP mainline in Columbiana County, Ohio

d. NEXUS/Willow Run delivery M&R Station located at the project terminus in

Washtenaw County, Michigan

(iv) Installation of new launcher and receiver facilities:

a. launcher facility for the mainline located at the Kensington Processing Plant

b. launcher and receiver facilities located at the new compressor stations located

in Medina County, Ohio and Lucas County, Ohio

c. receiver facility at the terminus of the pipeline within the NEXUS/Willow

Run M&R Station

d. launcher at TGP Lateral tie-in to the TGP mainline and a receiver at

Kensington Processing Plant

• Texas Eastern Capacity. Capacity on Texas Eastern from certain receipt points located

between Berne, Ohio and Braden Run, PA to a delivery point at a new interconnection

between Texas Eastern and NEXUS at Kensington, Ohio.

• DTE Gas Capacity. Capacity on the DTE Gas system from Willow Run to the Vector-

Highland junction interconnect (Milford Meter Station) between DTE Gas and Vector, as

well as capacity on DTE Gas system to the U.S. / Canada border.

• Vector Capacity. Capacity on Vector extending from Vector’s Milford Meter Station,

Michigan to the Union Gas Limited Dawn Hub in Ontario, Canada. Note that final

arrangements for transportation beyond the U.S./Canada border to Dawn, Ontario will

depend on final commercial arrangements.

Please see Attachment 1 for a Project Overview map of the route depicting the Project

location. The attached map identifies the currently preferred route, which incorporates

information gathered during document reviews, field work, and consultation and early feedback

from landowners, agencies, government officials and other interested stakeholders. These

outreach efforts are documented in Attachment 3 as part of the Public and Agency Participation

Plan.

As part of the Pre-Filing Process, NEXUS is committed to continuing to review the

route alignment with stakeholders and address their concerns. As NEXUS continues its

efforts to refine the route alignment, updates to the maps will be submitted to Commission

Staff.


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Page 6

4. Provide a list of the relevant federal and state agencies in the project area with permitting

requirements. The filing shall include a statement indicating: (i) that those agencies are

aware of the prospective applicant’s intention to use the pre-filing process; (ii) whether the

agencies have agreed to participate in the process; (iii) how the applicant has accounted for

agency schedules for issuance of federal authorizations; and (iv) when the applicant

proposes to file with these agencies for their respective permits or other authorizations.

NEXUS began contacting federal and state regulatory agencies in Ohio and Michigan in

September 2014 to discuss the relevant permitting requirements for the Project. NEXUS

provided preliminary information regarding the Project, including a project description and

maps, and followed up initial contact letters, in most cases, with in-person meetings. NEXUS

advised these agencies of its intent to use the Pre-Filing Process. A listing of the federal and state

agencies that NEXUS has contacted to date is included as Appendix C of the Public and Agency

Participation Plan. A listing of anticipated environmental permits, reviews, and consultations is

included as Appendix D of the Public and Agency Participation Plan.

Additionally, NEXUS is in the process of determining which federal and state agencies

will agree to participate in the Pre-Filing Process for the NEXUS Project. The following

agencies have been made aware of NEXUS’s intent to use the Pre-Filing Process and have

indicated their intent to respond directly to an inquiry by FERC Staff regarding their

participation in the Pre-Filing Process:

• U.S. Fish & Wildlife Service (Columbus, Ohio Field Office)

NEXUS is in the process of coordinating with the following agencies on meeting dates to be

finalized:

• United States (US) Army Corps of Engineers Buffalo, Huntington, and

Pittsburg District Offices

• Ohio Environmental Protection Agency

• Michigan Department of Environmental Quality

NEXUS expects to file for required federal authorizations at the same time as or prior to

submitting its certificate application to the Commission, consistent with Order No. 6873. NEXUS

will work with Commission Staff and the affected federal and state agencies to develop a

schedule for issuance of applicable environmental clearances and approvals. NEXUS will

continue its efforts to identify and contact federal and state agency representatives during the

Pre-Filing Process and will submit updates to Appendices C and D of the Public and

Agency Participation Plan to Commission Staff, accordingly.

5. A list and description of other interested persons and organizations that have been

contacted about the project.

3 Regulations Implementing the Energy Policy Act of 2005; Coordinating the Processing of Federal Authorizations

for Applications under Sections 3 and 7 of the Natural Gas Act and Maintaining a Complete Consolidated Record,

117 FERC ¶ 61,076 (2006) (“Order No. 687”).


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Page 7

NEXUS began advising potential stakeholders, government officials, and other interested

persons in September 2014 about the Project through letters and individual meetings. NEXUS

has contacted officials at the federal, state, and local governments, including congressional

delegations, state legislators, county commissioners, and local elected officials. As further

described in section 6 below, NEXUS has also met with members of the public through

voluntary public outreach efforts.

A list of the other potential stakeholders that NEXUS has identified and a list of

government officials is included as Appendix E of the Public and Agency Participation Plan.

NEXUS will continue its ongoing efforts to identify and contact other potential stakeholders and

interested persons, and updates to Appendix E will be submitted to Commission Staff,

accordingly.

6. A description of what work has already been done, i.e. contacting stakeholders,

agency consultations, project engineering, route planning, environmental and engineering

contractor engagement, environmental surveys/studies, and open houses.

Public Officials contacts: NEXUS representatives initially contacted federal, state and

local public officials in September 2014 regarding the proposed Project. Additionally, NEXUS

has held face to face meetings with public officials along the route and attended various

county commission meetings to provide updates.

Landowner contacts: Proposed new Project facilities will affect portions of 11 counties

in Ohio and three counties in Michigan. The proposed Project’s 600-foot survey study corridor

will affect approximately 3,479 tracts along the pipeline portion. To date, these landowners

have been contacted, or multiple attempts have been made at such contacts by NEXUS. These

communications have included a Project introduction letter, a letter requesting survey

permission, individual discussions with NEXUS’s representatives, and site visits.

NEXUS began communicating with landowners within the 600-foot study corridor in

August 2014, and landowner notification letters and survey permission letters were mailed to

all identified affected landowners. To date, NEXUS has been granted survey permission on

2,505 tracts, which constitute 72 percent of the proposed Project right-of-way required to be

surveyed. Multiple locations for each of NEXUS’s four new Compressor Stations are currently

being vetted. Once preferred sites have been identified, affected landowners at these locations will

be contacted about the proposed facilities.

NEXUS hosted a total of seven voluntary informational meetings for stakeholders in the

vicinity of the proposed Project in Ohio in October 2014. Two additional voluntary

informational meetings were held in the vicinity of the proposed Project in Michigan in

November 2014. Landowners affected by the survey study corridor were sent invitations to

attend the respective meetings. The voluntary informational meetings were set up similar to

open house meetings, with subject matter experts available in the areas of surveying,

construction, environmental impacts, regulatory affairs, state and federal relations, and right-of-

way activities. Aerial imagery mapping identifying impacted tracts by landowner were available

to allow for site specific discussion between the project team and interested stakeholders.


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Page 8

Attendees were encouraged to ask general questions about the Project scope, schedule, noise

levels, and safety and tract-specific questions around Project impacts. All questions were

addressed during the informational meetings to the extent possible and any follow-up actions

were tracked.

A list of the landowners that NEXUS has identified is included as Appendix B of the

Public and Agency Participation Plan. As such, Appendix B has been marked “CONTAINS

PRIVILEGED INFORMATION—DO NOT RELEASE.”4

Privileged information should be

treated as confidential and is for use by Commission Staff only and not to be released to the

public. Questions pertaining to privileged information may be submitted to:

Steven E. Hellman

NEXUS Gas Transmission, LLC

5400 Westheimer Court

Houston, TX 77056

Email: [email protected]

Tel. 713-627-5215

Agency consultations: NEXUS has initiated consultation with applicable review agencies.

Included in the outreach efforts to date are: the U.S. Army Corps of Engineers (“ACOE”),

Pittsburgh, Buffalo, Huntington, and Detroit Districts; the U.S. Fish and Wildlife Service

(“USFWS”), Ohio and Michigan Field Offices; the U.S. Environmental Protection Agency

(“USEPA”); the National Park Service (“NPS”); the Ohio Historic Preservation Office

(“OHPO”); the Ohio Department of Natural Resources (“ODNR”); the Ohio Environmental

Protection Agency (“OEPA”); the Michigan Department of Natural Resources (“MDNR”); the

Michigan Natural Features Inventory (“MNRI”); the Michigan Department of Environmental

Quality (“MDEQ”); the Michigan State Historic Preservation Office (“MSHO”) and several

Native American tribes with potential interest in the Project area (see Appendix C of the Public

and Agency Participation Plan). NEXUS representatives conducted introductory meetings with

the following agencies:

• USFWS, Columbus Ohio Field Office, October 7, 2014

• MSHO, October 8, 2014

• ODNR, October 14, 2014

• OHPO, October 16, 2014

• USFWS, East Lansing Michigan Field Office, November 12, 2014

NEXUS anticipates conducting the following additional meetings with regulatory

agencies:

• ACOE, Buffalo District

• ACOE, Pittsburgh District

• ACOE, Huntington District

• USEPA

4 18 C.F.R. §§ 380.12, 388.112 (2014).


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Page 9

• OEPA

• MDEQ

Project Engineering and Route Planning: NEXUS has identified the facilities required to

provide the transportation services associated with the Project shippers’ commitments. The

facilities involve mainline pipeline, compression stations, metering facilities, lines to metering

facilities and related appurtenances. Civil surveys commenced in September 2014 and will

extend into the first quarter of 2015. The right-of-way workspace configurations will be further

refined, as necessary, based on input from landowners, agencies, officials and other stakeholders,

as well as information obtained from field surveys. These activities will continue throughout the

Pre-Filing Process.

Contractor Engagement: NEXUS has been working with the following contractors to

perform various engineering and project studies:

• Fluor Enterprises Inc.: Geotechnical services

• TRC Companies, Inc.: Preparation of the Environmental Reports and acquisition

of environmental permits, approvals and clearances (except air permits)

• Trinity Consultants, Inc.: Acquisition of air permits

• Hoover & Keith Inc.: Acoustic analyses for aboveground facilities and other

applicable locations

• Universal Ensco Inc.: Civil survey and electronic mapping

Environmental Surveys: The biological, aquatic, and cultural resources field surveys for

the Project commenced in September 2014 and are ongoing. NEXUS anticipates completion of

the majority of initial field surveys during the spring of 2015 with rare species and additional

cultural resource surveys continuing through the 2015 and 2016 field seasons. NEXUS will

provide additional information to the Commission regarding the status of the biological and

cultural resource field surveys during the Pre-Filing Process.

Based on the initial feedback from the USFWS the MNRI and ODNR, certain federal

and state-listed species have been identified as potentially occurring in the vicinity of the

Project facilities. The most notable of the federally-listed species identified include the

following:

• Indiana bat (Endangered)

• Kirtland’s warbler (Endangered)

• Rayed bean (Endangered)

• Karner blue butterfly (Endangered)

• Northern riffleshell (Endangered)

• Snuffbox (Endangered)

• Northern long-eared bat (Proposed Endangered)

• Eastern massasauga (Candidate)

• Eastern prairie fringe orchid (Threatened)


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Page 10

Preliminary cultural resources background research and literature file reviews have

been conducted at the OHPO and MSHPO (“SHPOs”) and resulted in the identification of

several previously-recorded archaeological sites and historic architectural properties within or

near the Project area. Phase I cultural resource surveys are currently being conducted to

confirm these resources and identify additional cultural resource sites that may be present

within the Project’s Area of Potential Effect. Phase I survey reports on the results of

archeological investigations will be submitted to the SHPOs for review in September 2015.

Next Steps: Upon approval from the Commission to use the Pre-Filing Process, NEXUS

will distribute letters to stakeholders that will include information about the Pre-Filing Process

as well as a detailed Project description and maps, similar to the information provided to the

government agencies described in the response to Item 4 above.

NEXUS will continue to update stakeholders with mailers and will post information on

its website www.nexusgastransmission.com.

7. Proposals from at least three prospective third-party contractors from which the

Commission Staff may make a selection to assist in the preparation of the requisite

NEPA document, or a proposal for the submission of an applicant-prepared draft

Environmental Assessment as determined during the initial consultation with the

Director.

NEXUS prepared an RFP for a third party contractor to prepare the NEPA environmental

documents for the Project. The draft RFP was reviewed by FERC Staff and issued to four

prospective contractors. Attachment 2 identifies the three contractor proposals that NEXUS

considers the best-qualified, for the Commission’s consideration.

The contractor proposals contain commercially sensitive information and have been

marked “CONTAINS PRIVILEGED INFORMATION—DO NOT RELEASE.”5

Privileged

information should be treated as confidential and is for use by Commission Staff only and not to

be released to the public. Questions pertaining to privileged information may be submitted to

Steven Hellman, whose contact information has been provided above.

8. Acknowledgment that a complete Environmental Report and complete

application are required at the time of filing.

NEXUS acknowledges that a complete Environmental Report and a complete certificate

application under Section 7(c) of the NGA are still required for the Project.

9. A description of a Public and Agency Participation Plan, which identifies

specific tools and actions to facilitate stakeholder communications and public

information, including a project website and a single point of contact.

NEXUS has developed a comprehensive Public and Agency Participation Plan that

outlines a commitment to actively engage with stakeholders throughout the life cycle of the

5 18 C.F.R. §§ 380.12, 388.112 (2014).


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Page 11

Project and provides the steps to be taken by NEXUS to ensure successful ongoing

communication with stakeholders, including establishing a project website and a single point of

contact.

NEXUS’s Public and Agency Participation Plan is provided as Attachment 3.

NEXUS is committed to identifying and resolving stakeholder issues and concerns related

to the proposed Project. NEXUS believes that successful resolution of stakeholder issues is

best achieved by involving the appropriate federal, state, and local agencies, elected officials

and other potential stakeholders at the earliest possible stage of the Project and prior to filing its

certificate application with the Commission.

NEXUS appreciates the assistance of Commission Staff in initiating the Pre-Filing

Process and ensuring a thorough and timely review of the Project, thereby allowing NEXUS to

meet the service needs and timing requirements of the Project shippers.

Should you have any questions concerning this request, please contact me at (713) 627-

4488 or Leanne Sidorkewicz at (713) 627-4515.

/s/ Berk Donaldson__________________

Berk Donaldson

General Manager, Rates and Certificates


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Attachment 1

Project Overview Map


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Attachment 2

Contractor Proposals

CONTAINS PRIVILEGED INFORMATION—

DO NOT RELEASE

FILED UNDER SEPARATE COVER


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Attachment 3

Public and Agency Participation Plan

LANDOWNER LIST FILED UNDER

SEPARATE COVER AS PRIVILEGED


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NEXUS Gas Transmission, LLC

NEXUS Gas Transmission Project (NEXUS Project)

Public and Agency Participation Plan

December 2014


Page 15 of 29

NEXUS Project Public and Agency Participation Plan December 2014

Table of Contents

1. Plan Purpose ................................................................................................................... 1 1.1. Project Description ........................................................................................................... 1 1.2. Values and Principles ....................................................................................................... 2 1.3. Management Commitment ............................................................................................. 2

2. Project Development ...................................................................................................... 3 2.1. NEXUS Project Team ........................................................................................................ 4 2.2. Team Training ................................................................................................................... 4 2.3. Route/Corridor Planning .................................................................................................. 5 2.4. Map ................................................................................................................................... 5

3. Public Participation ......................................................................................................... 5 3.1. Public Outreach ................................................................................................................ 6

3.1.1. Identification of Issues .............................................................................................. 6 3.1.2. Resolution of Issues .................................................................................................. 7 3.1.3. Response to Comments ............................................................................................ 7 3.1.4. Communication Protocol .......................................................................................... 7

3.2. Access to Land .................................................................................................................. 7 3.2.1. Land Agent Contacts ................................................................................................. 7

3.3. Identification of Stakeholders ......................................................................................... 8 3.3.1. Landowners ............................................................................................................... 8 3.3.2. Public Officials ........................................................................................................... 8 3.3.3. Community and Public Interest Groups and Non-governmental Organizations .... 8 3.3.4. Media ......................................................................................................................... 8 3.3.5. Federal, State, and Local Agencies ........................................................................... 8

3.4. Agency Permits/Approvals .............................................................................................. 8 4. Dissemination of Information.......................................................................................... 8

4.1. Website Development ..................................................................................................... 8 4.1.1. Accessibility ............................................................................................................... 9 4.1.2. Maintenance .............................................................................................................. 9 4.1.3. Interactive Capabilities ............................................................................................. 9

4.2. Federal, State and Local Agency Communications ......................................................... 9 4.3. Stakeholder Notification of FERC Pre-Filing Participation Letters ................................. 9 4.4. Voluntary Landowner Informational Meetings .............................................................. 9 4.5. Landowner Invitations to Voluntary Landowner Informational Meetings .................. 10 4.6. Public Libraries for Filings .............................................................................................. 10 4.7. Updates of Information ................................................................................................. 10 4.8. Filings with FERC ........................................................................................................... 10

5. NEXUS Project Schedule ................................................................................................ 10 6. Reporting ...................................................................................................................... 11


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APPENDICES

Appendix A: Project Overview Map

Appendix B: Stakeholder List -- Landowners

Appendix C: Stakeholder List -- Non-Landowners - Federal, State and Local

Agencies

Appendix D: Agency Permits and Approvals

Appendix E: Stakeholder List -- Non-Landowners - Public Officials,

Community and Public Interest Groups and Non-

governmental Organizations

Appendix F: Examples of Home Pages for Websites

Appendix G: Sample Letters

Appendix H: List of Voluntary Landowner Informational Meetings

Note: Spectra Energy Partners, LP and DTE Energy are lead developers of the NEXUS Gas Transmission Project


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1

1. Plan Purpose

The purpose of this Public and Agency Participation Plan is to identify stakeholders and potential issues related to the proposed NEXUS Gas Transmission Project (NEXUS Project or Project) early in the development process; determine appropriate and effective methods of communication with stakeholders; identify responsible parties and adhere to communication protocols, and document the public consultation process. NEXUS Gas Transmission, LLC (NEXUS) is dedicated to seeking greater involvement from affected stakeholder groups early in the planning process so those who are interested may participate in the decision making process throughout development of the Project. Our goal is to achieve consensus and agreements among the stakeholders reaching mutually acceptable project designs. We believe early and collaborative stakeholder involvement leads to project designs that minimize impacts to landowners, communities and the environment while enabling us to develop more comprehensive and complete applications submitted to regulatory agencies and the Federal Energy Regulatory Commission (FERC).

1.1. Project Description

The NEXUS Project will create, through the use of greenfield pipeline and capacity on existing systems, a new path to deliver gas from the prolific Marcellus and Utica shale plays to markets in the upper Midwest and Ontario, Canada, specifically delivering gas into existing infrastructure in Michigan and in Ontario. The NEXUS Project will create a new pipeline system and additional firm pipeline capacity necessary to transport 1.5 billion cubic feet (“bcf”) of natural gas per day. The NEXUS Project will provide the U.S. Midwest and eastern Canadian regions with a unique opportunity to secure a cost effective, domestically produced source of energy to support both current demand and future growth, for clean burning natural gas. It will allow abundant regional natural gas supplies from the Appalachian basin to flow reliably into Ohio, Michigan, Chicago and the Dawn Ontario markets, helping to meet the increasing demand while lowering energy costs.

The NEXUS Project's proposed facilities consist of construction of approximately 250 miles of up to 42-inch diameter natural gas pipeline; installation of up to four new compressor units; construction of four new meter stations; and installation of new launcher and receiver facilities.


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2

1.2. Values and Principles

Our core values guide our stakeholder outreach programs and activities as well as the work of our employees and contractors. In conducting our business, we value our stakeholders by: Stewardship - Demonstrating a commitment to environmental responsibility and vibrant

communities. Respect for the Individual - Embracing diversity and inclusion, enhanced by openness,

sharing, trust, leadership, teamwork and involvement. Integrity - Ethically and honestly doing what we say we will do. Win-Win Relationships - Having relationships that focus on the creation of value for all

parties. Initiative - Having the courage, creativity and discipline to lead change and shape the

future. While these values guide our stakeholder outreach approach, we tailor our activities for each project, ensuring that our dialogue with stakeholders is open, transparent and meaningful.

Our Stakeholder Engagement Principles, developed to guide our interactions, are as follows:

We will be respectful of and considerate to all stakeholders. We will engage with those affected by our business. We will consider stakeholder-identified issues in our decision-making process. We will provide timely and accurate communications using accessible information

and language. We will be transparent in our processes and communications.

Having established principles and knowing where, when and how to engage with external stakeholders is critical to our business success. 1.3. Management Commitment

Overview

Our stakeholder outreach activities are endorsed by our executive management team. We have communication plans that provide our employees the “who, what, where and when” protocols when conducting business. To ensure effective dialogue with our stakeholders, we rely on one-on-one discussions, face-to-face meetings, open houses, websites, legal notices, media outreach and individual letters sent via mail.


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3

Project Development Stakeholder Outreach

During project development, stakeholder consultation is critical because many people along the proposed and existing pipeline route may not be familiar with natural gas pipelines or our company. The key criteria inherent in implementing a successful stakeholder consultation plan are the ability and knowledge to explain a project’s benefits and its potential impacts; to respond to questions, concerns and issues; and, whenever possible, to mitigate potential impacts. In order to sustain a successful program, we seek, involve, inform and respond to stakeholders by implementing the planning process early, with open and collaborative activities. We execute our plans by engaging in and sustaining understandable, accurate and timely dialogue with our stakeholders. This process guides us toward building and maintaining win-win relationships. The NEXUS Project has evolved as market demands and our customers’ needs change and will require Federal, state, and local regulatory reviews and will be subject to government approvals.

Our mission is to work with Project stakeholders to define an acceptable project design. Our vision is to involve affected landowners, other interested citizens, public officials and government agencies early in the Project planning process to determine the proposed route. It is imperative to us that our employees and Project team understand the importance of public participation. The underpinnings of this plan are to inform, listen to, and record stakeholders’ ideas and knowledge of the area and environment. Our values and principles include a commitment to being honest and open and following through with stakeholders’ concerns and issues. We manage all projects and operations in a manner that protects the environment and the health and safety of employees, customers, contractors and the public. Protection of human life is of highest priority, and actions undertaken to protect the environment or our assets must reflect this philosophy. We rely on each employee and contractor to support and actively participate in our environmental, health and safety program.

2. Project Development

The NEXUS Project team has been discussing the purpose and need for the Project with landowners, agencies, public officials and other stakeholders. We explain supply and demand, energy reliability, pipeline construction, operations and safety, and the need for the Project during opportunities such as voluntary landowner informational meetings, public open houses and other meetings that include all stakeholders (e.g., county commission meetings, home owner association meetings, etc.). In identifying issues important to landowners and other stakeholders, we seek assistance from federal and state agencies, commissions, the Energy


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4

Information Administration and regional and local entities. In addition to sharing information about the benefits of the NEXUS Project, we seek to understand stakeholder issues and concerns, such as, Project construction activity alignment with landowners', community and business activities, environmental needs, right-of-way requirements, etc. As part of determining potential stakeholders for the NEXUS Project’s preliminary and proposed routes, we identified and are continually communicating with the following: Ohio and Michigan Governors; federal, state, county and local public officials Federal, state and local permitting agencies and groups Energy agencies FERC staff Landowners Federal and state land managers Non-governmental organizations Community and public interest groups We continue to identify other stakeholders interested in the Project. Proper documentation is made with regard to conversations, meetings, and phone/visitor logs so that tracking of calls, visits, emails and/or letters received as well as issue(s)/concern(s) raised from initial contacts are addressed and resolved. Our goal is to be responsive to all participating agencies, landowners and stakeholders.

2.1. NEXUS Project Team

The NEXUS Project Team includes representatives from engineering, right-of-way, legal, environmental, stakeholder outreach, public relations, government relations, operations, regulatory affairs, and business development.

2.2. Team Training

All facets of the NEXUS public outreach and consultation process are discussed with and supported by the NEXUS Project Team. Our land agents and survey crews participate in Public Consultation Training. The training includes appropriate communication, participation and documentation practices with stakeholders. All land agents are trained in project-appropriate research methods with regard to determining property ownership and legal descriptions. All have received training on negotiating skills that include effective listening. Effective listening skills are a vital part of the stakeholder/agent communication process. In addition, all land agents have extensive training in contracting and documentation, including fact checking and quality control.


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2.3. Route/Corridor Planning

The proposed pipeline route/corridor is selected based upon engineering, construction, environmental and stakeholder considerations that include:

Maximizing use of existing corridors Utilizing streets, industrial/commercial parking lots, edges of properties Minimizing residential and business impacts Minimizing interference with future development Minimizing disruptions during construction Avoiding environmental impacts where possible Minimizing unavoidable environmental impacts

The pipeline facilities will be installed is in accordance with U.S. Department of Transportation classifications and regulations.

2.4. Map

A Project Overview Map is included in Appendix A.

3. Public Participation

We believe public participation strengthens our connection with people living and working near the pipeline and is critical to the successful completion of the Project. During the early development stages of the Project we involve many landowners located within an initial 600-foot-wide “study corridor” comprising the preliminary and alternate routes. We mail landowners Project description letters and request survey permission; telephone landowners and follow up with face-to-face meetings. We hold voluntary landowner informational meetings; host public open houses and meetings with community and civic organizations; and will participate in FERC’s National Environmental Policy Act (NEPA) Scoping Meetings. We also contact and meet with local and state public officials. During these meetings, we respond to stakeholders’ questions and for those questions that require research, we commit to responding in a timely fashion. We are taking care to respond in easy to understand terms and to provide stakeholders with comprehensive answers to their questions. We provide a toll free number and invite stakeholders to call at any time throughout the development process if new questions arise. We also invite them to visit both the Spectra Energy and NEXUS Project websites for the duration of the Project: NEXUS Project website: http://nexusgastransmission.com


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http://nexusgastransmission.com/


6

Spectra Energy website: http://www.spectraenergy.com/Operations/New-Projects-and-Our-Process/New-Projects-in-US/NEXUS-Gas-Transmission

3.1. Public Outreach

NEXUS will be implementing and coordinating public outreach activities during the FERC Pre-Filing Process as well as following the filing of the Certificate application. There are a number of separate components to our stakeholder outreach efforts, including the following: Developing our philosophy of outreach and stating our commitment Ensuring landowner, government and agency participation Training company representatives and land agents Providing a toll free number and website for easy access Developing and implementing a Public and Agency Participation Plan Collecting data and responding to stakeholders Having a plan for potential mitigation and compensation

3.1.1. Identification of Issues

Landowner

Throughout the development, construction and operation of the NEXUS Project, we emphasize the importance of landowner and community communications. We sent letters to landowners providing them with information on the Project and requesting permission to survey. We will also send letters to stakeholders informing them of the FERC Pre-Filing Process, including the assigned Project docket number, FERC Scoping Meetings and information on the Resource Reports, as well as the locations of libraries where the Resource Reports will be made available for viewing. This communication with affected stakeholders will continue once we submit our certificate application to FERC. Further, we held 9 voluntary Landowner Informational Meetings in October and November 2014 in communities with proposed facilities. To announce the Landowner Informational Meetings, we mailed letters to landowners and public officials.

Additionally, the Project has received coverage from local media outlets interested in the scope, schedule, permitting, potential stakeholder impacts and opportunities for engagement. Sample letters are included in Appendix G.


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http://www.spectraenergy.com/Operations/New-Projects-and-Our-Process/New-Projects-in-US/NEXUS-Gas-Transmission

http://www.spectraenergy.com/Operations/New-Projects-and-Our-Process/New-Projects-in-US/NEXUS-Gas-Transmission


7

See Appendix H for a list of voluntary landowner informational meetings. We will continue to provide updates to the meeting information as necessary. Environmental

Pipeline projects and its operations typically involve working with the U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers, state departments of environmental protection, state departments of natural resources and the State Historic Preservation Offices. Knowing that developing the NEXUS Project may result in impacts to resources, we engaged these and other federal, state and regional agencies seeking guidance on specific issues early in the development process. Appendix C provides a list of Federal, state, and local agencies contacted on the NEXUS project to date. 3.1.2. Resolution of Issues

To date, stakeholder meetings and communications, which were designed to inform, communicate and listen to feedback, have resulted in several modifications to the proposed route. Resolutions of issues are documented in our database and updated on an ongoing basis. 3.1.3. Response to Comments

Project Team representatives are documenting all comments and responding as appropriate. 3.1.4. Communication Protocol

Pre-Filing and post-certificate application activities are part of a coordinated plan involving many facets of the Project and team. Stakeholder communication is coordinated on a weekly basis, or more frequently, as needed.

3.2. Access to Land

Initial notifications to affected landowners were mailed in August 2014, and were followed by subsequent letters requesting survey permission. Sample letters are included in Appendix G.

3.2.1. Land Agent Contacts

Contacts have been made with more than 2,700 landowners living along the 600-foot wide study corridor of the preliminary route. This number is expected to be greatly reduced through the survey and route selection process.


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3.3. Identification of Stakeholders

3.3.1. Landowners

See Appendix B for a list of landowners and Appendix G for sample letters. 3.3.2. Public Officials

Contacts have been made and/or briefings have been held with affected public officials beginning in September 2014. See Appendix E for a list of public officials.

3.3.3. Community and Public Interest Groups and Non-governmental Organizations

Contacts have been made and/or briefings have been held with community and public interest groups and non-governmental organizations. See Appendix E for a list of community and public interest groups and non-governmental organizations.

3.3.4. Media

Information has been and will be provided to media outlets upon request. 3.3.5. Federal, State, and Local Agencies

Initial contacts and meetings with affected government officials and agencies were conducted in fall 2014. A Project overview was provided at the meetings. Since that time, we have kept and will remain in contact with these officials and agencies. See Appendix C for a list of federal, state and local agencies and Appendix G for sample letters.

3.4. Agency Permits/Approvals

A table listing the required permits and approvals and their estimated regulatory timeframes may be found in Appendix D.

4. Dissemination of Information

4.1. Website Development

A targeted Project page on the Spectra Energy website was launched in June 2013, and a standalone website for the NEXUS Project was launched in July 2013. The websites provide visitors with a toll free telephone number to obtain information and/or ask questions about the Project. This website was designed to be more interactive and to provide easy to understand and frequent updates.

Appendix F provides a sample of the NEXUS Project pages.


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4.1.1. Accessibility

The NEXUS Project websites provide stakeholders with information about the company, as well as facts about the Project, regulatory process, virtues of natural gas, pipeline operations, safety and maintenance, and Frequently Asked Questions. A toll free telephone contact number was established to assist stakeholders with their questions and comments. In addition, we ensure information is disseminated, as requested by stakeholders, since not all stakeholders have access to the Internet. 4.1.2. Maintenance

The webmaster maintains the website and manages web-based stakeholder inquiries. 4.1.3. Interactive Capabilities

The website houses a "Contact Us" section, which includes a web/email form. This allows stakeholders to request information about the Project, and we will respond within three (3) business days.

4.2. Federal, State and Local Agency Communications

Consultation letters were mailed to the identified federal, state and local permitting agencies with jurisdiction over the Project. We maintain contact with the permitting agencies and respond to all requests for information we receive from them. See Appendix C for a list of agencies and Appendix G for sample letters. 4.3. Stakeholder Notification of FERC Pre-Filing Participation

All stakeholders will be notified by letter in the event that FERC approves the NEXUS Project to participate in the Pre-Filing process. These letters will be signed by the NEXUS Project’s team members accountable for specific stakeholder groups. 4.4. Voluntary Landowner Informational Meetings

In October and November 2014, NEXUS conducted 9 voluntary Landowner Informational Meetings in convenient locations for affected landowners. NEXUS subject matter experts hosted meetings in Ohio and Michigan. At the voluntary landowner informational meetings and public open house meetings, information was available regarding all aspects of the Project, pipeline operations, safety and our company. Sign-in sheets documented the names and contact information for participants in order to allow for follow-up, as appropriate, with affected landowners. See Appendix H for a list of voluntary Landowner Informational Meetings.


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4.5. Landowner Invitations to Voluntary Landowner Informational Meetings Letters inviting landowners to voluntary Landowner Informational Meetings were distributed prior to the meetings. See Appendix G for sample letters to landowners.

4.6. Public Libraries for Filings

To ensure filings are accessible and convenient, we will place draft environmental resource reports in the public libraries of each community where proposed facilities are located. Routine checks of the libraries will be conducted to ensure the information remains available. The FERC certificate application along with final resource reports will also be filed in these public libraries. 4.7. Updates of Information

Updates will be approved by our Project Manager and disseminated to stakeholders in a timely manner. Methods of dissemination of information to stakeholders include U.S. mail, hand-delivery, email, Project website and/or telephone calls. 4.8. Filings with FERC

The NEXUS Project Application will meet all FERC requirements. 5. NEXUS Project Schedule

Conduct Landowner Informational Meetings October - November 2014 Request Pre-Filing initiation December 2014 Submit Draft Resource Reports 1 & 10 (Description & Alternatives) January 2015 Conduct Open Houses / FERC Scoping Meetings January - April 2015 Submit Draft Resource Reports June 2015 File FERC Certificate Application November 2015 Submit Federal and State Permit Applications October - December 2015 FERC issues Certificate November 2016 Submit Implementation Plan December 2016 Receive Final Agency Clearances December 2016 Start Major Construction January 2017 Place Project into Service November 2017


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6. Reporting

All FERC, federal, state and local government reporting will be timely and respectful of requirements. An official list of contacts within each stakeholder group has been developed to effectively and efficiently provide copies of reports and updates, as warranted.


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Appendix A: Project Overview Map


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MPSC Case No.: U-17691 Respondent: M.D. Sloan Requestor: ANR-6 Question No.: ANR/DG-6.4c Page: 1 of 1 Question: Referring to Exhibits A-34:

As to the (0.560) Average Basis on line 7, column 11, in Exhibit A-34, what was assumed as to: Whether Rover was constructed?

Answer: In the ICF gas price forecast used in the development of Exhibit A-34, ICF

assumed that NEXUS would be constructed and ANR East and Rover would not be constructed.


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MPSC Case No.: U-17691 Respondent: M.D. Sloan Requestor: ANR-6 Question No.: ANR/DG-6.5c Page: 1 of 1 Question: Referring to Exhibit A-35:

As to the (1.071) Average Basis on line 7, column 11, in Exhibit A-35, what was assumed as to: Whether Rover was constructed?

Answer: In the ICF gas price forecast used in the development of Exhibit A-35, ICF

assumed that NEXUS would be constructed and ANR East and Rover would not be constructed.


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Documents

Howard L. Nelson