october 21, 2011 federal energy regulatory...

October 21, 2011

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, NE Washington, DC 20426

Re: Texas Eastern Transmission, LP, Docket No. RP12-___-000

Dear Ms. Bose:

Pursuant to Section 4 of the Natural Gas Act1 and Part 154 of the regulations of the Federal Energy Regulatory Commission (“Commission”) promulgated thereunder,2 Texas Eastern Transmission, LP (“Texas Eastern”) hereby submits for filing as part of its FERC Gas Tariff, Eighth Revised Volume No. 1 (“Tariff”) and its FERC Gas Tariff, Filed Agreements (“Filed Agreements Tariff”), the tariff sections listed in Appendix A to be effective on November 1, 2011, and an applicable service agreement, which contains certain non-conforming provisions.

STATEMENT OF NATURE, REASONS AND BASIS

This filing involves service on the Texas Eastern Market Area Crossing (“TEMAX”) Project facilities. The TEMAX Project provides 395,000 Dth/d of firm incremental transportation capacity to serve the growing Mid-Atlantic and Northeastern United States market and provides the market with a significant new long-term and reliable source of supply from the Rocky Mountains. The Commission approved the TEMAX Project by certificate order dated November 19, 2009, in Docket No. CP09-68.3 Texas Eastern placed a portion of the project into service on November 1, 2010, with the remainder of the project facilities being placed into service on September 1, 2011.

ConocoPhillips Company (“ConocoPhillips”) is the anchor shipper on the TEMAX facilities, subscribing the entire 395,000 Dth/d of project capacity under a long-term firm service agreement. Prior to placing the TEMAX facilities into service, Texas Eastern filed this long-term firm service agreement, Contract No. 910662, with the Commission for approval of certain non-conforming provisions related to the unique circumstances of the TEMAX Project, along with the related negotiated rate agreement. The Commission accepted Contract No. 910662 and the tariff record reflecting the associated negotiated rate effective November 1, 2010.4 Texas

1 15 U.S.C. § 717c (2006). 2 18 C.F.R. Part 154 (2011). 3 Texas Eastern Transmission, LP, 129 FERC ¶ 61,151 (2009) (“Certificate Order”). In the Certificate Order, the Commission granted to Texas Eastern certificate authorization to construct, install, own and operate the TEMAX Project and the Texas Eastern Incremental Market Area Expansion III (“TIME III”) Project facilities, as well as the Marietta Extension facilities. 4 Texas Eastern Transmission, LP, Letter Order, Docket No. RP11-70-000 (Nov. 4, 2010).

Ms. Kimberly D. Bose, Secretary October 21, 2011 Eastern commenced service under Contract No. 910662 and the related negotiated rate agreement on November 1, 2010. On August 31, 2011, Texas Eastern filed a revised negotiated rate agreement applicable to Contract No. 910662, which was accepted by the Commission effective September 1, 2011.5

Texas Eastern and ConocoPhillips have now agreed to amend Contract No. 910662 and the related negotiated rate agreement to reflect a reduction in the MDQ under the service agreement to 345,000 Dth/d and to modify the negotiated usage and fuel rates that apply to the service agreement. Concurrently, Texas Eastern and ConocoPhillips agreed to enter into a new service agreement, Contract No. 910882, and related negotiated rate agreement for the remaining 50,000 Dth/d associated with service on the TEMAX facilities. As described in detail below, Texas Eastern is filing herewith tariff records reflecting the revised negotiated rate agreement applicable to amended Contract No. 910662 and the new negotiated rate agreement applicable to Contract No. 910882. In addition, Texas Eastern is filing Contract No. 910882, which contains two of the same non-conforming provisions that the Commission has approved previously for Contract No. 910662, and a revised tariff record listing Contract No. 910882 as a non-conforming service agreement.

Negotiated Rate Agreements

Texas Eastern is making this filing pursuant to Section 29 of the General Terms and Conditions of Texas Eastern’s Tariff in conjunction with a revised negotiated rate transaction and new negotiated rate transaction that it has entered into with ConocoPhillips for service on the TEMAX facilities. Section 15.30 describes the revised negotiated rate transaction applicable to amended Contract No. 910662, and Section 15.35 describes the new negotiated rate transaction applicable to Contract No. 910882. These tariff sections include the exact legal name of the relevant shipper, the negotiated rates, the rate schedule, the contract terms, and the contract quantities. Each proposed tariff section includes footnotes where necessary to provide further details of the negotiated rate transaction reflected therein. Texas Eastern notes that both negotiated rate transactions filed herewith reflect that the negotiated usage and fuel rates shall apply to any replacement customer, if the replacement customer so elects, pursuant to a release of all or a portion of the primary path under the applicable contract. This arrangement is permitted under Section 29.5(B) of the General Terms and Conditions of Texas Eastern’s Tariff.

Texas Eastern has executed the attached one-page letter agreements (see Appendix B) with ConocoPhillips. These letter agreements have the sole purpose of indicating the parties’ agreement to the negotiated rate provisions on the pro forma Statement of Negotiated Rates attached to each of the letter agreements. The substantive provisions of the pro forma Statements of Negotiated Rates attached to the letter agreements are substantively identical to the provisions in each of the tariff sections filed herewith in all respects.

5 Texas Eastern Transmission, LP, Letter Order, Docket No. RP11-2506-000 (Sept. 19, 2011).

Ms. Kimberly D. Bose, Secretary October 21, 2011 Non-Conforming Service Agreement

Contract No. 910882 for 50,000 Dth/d of service on the TEMAX facilities contains two non-conforming provisions. Sections 154.1(d) and 154.112(b) of the Commission’s regulations require pipelines to file any agreement that “deviates in any material aspect from the form of service agreement” in the pipeline’s tariff.6 The Commission will permit deviations that “do not present a risk of undue discrimination.”7 Texas Eastern is submitting Contract No. 910882 as Appendix C hereto for review consistent with the Commission’s regulations regarding non-conforming agreements.

Contract No. 910882 conforms to the form of service agreement for Rate Schedule FT-1 in all respects, with the exception of two provisions that are unique to the circumstances of the TEMAX project. The unique provisions are described in detail below. Because Contract No. 910882 reflects a portion of the service originally provided under Contract No. 910662, these unique provisions are identical to the non-conforming provisions in Contract No. 910662 and simply maintain the existing terms of the service that Texas Eastern currently provides to ConocoPhillips on the TEMAX facilities.8 The deviations in Contract No. 910882, like those in Contract No. 910662, reflect the parties’ mutual agreement as to the transactional terms and provisions necessary to ensure the viability of the TEMAX Project and are based on the particular circumstances and configuration of the services for ConocoPhillips as the anchor shipper on the TEMAX facilities. The parties’ agreement to these contractual provisions was necessary to the development of the project and are appropriate in light of the long-term firm commitments that ConocoPhillips has made underpinning the capital investment associated with the project. Accordingly, Texas Eastern requests that the Commission accept the deviations described below as permissible deviations that are unique to the circumstances of the project and that do not present a risk of undue discrimination.

Pursuant to Section 154.1(d) of the Commission’s regulations, Texas Eastern submits herewith for filing, as part of its Tariff, a revised version of Section 3.18 of the General Terms and Conditions that designates Contract No. 910882 as a non-conforming agreement. Texas Eastern is also submitting Section 8 of its Filed Agreements Tariff, containing the executed Contract No. 910882 with non-conforming provisions. The proposed effective date of November 1, 2011, for proposed Section 3.18 corresponds to the commencement date of Contract No. 910882. A marked version of Section 3.18 filed herewith is attached, including a marked version of the executed Contract No. 910882 against the current form of service agreement under Rate Schedule FT-1.

Deviations

Paragraph 3 of Contract No. 910882 contains a non-conforming provision that provides ConocoPhillips with the option to extend the primary term of the firm service agreement by an

6 18 C.F.R. §§ 154.1, 154.112(b). 7 Natural Gas Pipeline Negotiated Rate Policies and Practices, 104 FERC ¶ 61,134, P 27 (2003); see also ANR Pipeline Co., 97 FERC ¶ 61,224 (2001). 8 See supra note 4.

Ms. Kimberly D. Bose, Secretary October 21, 2011 additional five years. This option is unique to the TEMAX Project and reflects the long-term commitment that ConocoPhillips has made to the project. The parties negotiated the option as part of the precedent agreement underpinning Texas Eastern’s capital investment in the project. Texas Eastern filed this precedent agreement with the Commission as part of its certificate application for the project in Docket No. CP09-68.9 The Commission has previously accepted such non-conforming provisions in the past, including for Contract No. 910662,10 finding that “they relate to the specific project described in the filing and are therefore permissible under Commission policy.”11 Therefore, Texas Eastern requests that the Commission accept this non-conforming provision because it does not present a risk of undue discrimination.

Paragraph 3 of Contract No. 910882 clarifies that the agreement qualifies as a “ROFR Agreement” pursuant to Texas Eastern’s Tariff. Although the Tariff requires that the ROFR designation of a service agreement be expressly provided in the applicable negotiated rate or discount agreement,12 the parties have included it in the service agreement, similar to Contract No. 910662. Texas Eastern requests that the Commission accept this non-conforming provision because the provision simply reflects that Contract No. 910882 is a ROFR Agreement and there is no contractual difference between including this reference in the service agreement itself rather than on the negotiated rate tariff record. Therefore, including this provision in the service agreement does not affect the substantive rights of the parties.

PROPOSED EFFECTIVE DATE

Texas Eastern proposes that the tariff sections filed herein become effective on November 1, 2011. Texas Eastern respectfully requests a waiver of the notice requirement contained in Section 154.207 of the Commission’s regulations, 18 C.F.R. § 154.207, and any other waivers that may be required for the Commission to accept the tariff sections filed herein to become effective on November 1, 2011.

IMPLEMENTATION

Pursuant to Section 154.7(a)(9) of the Commission’s regulations, 18 C.F.R. § 154.7(a)(9), Texas Eastern files this motion to place the revised tariff sections filed herein into effect at the expiration of any suspension period set by the Commission, provided that the tariff changes are approved as filed and without condition. In the event the tariff sections filed herewith are not approved as filed and without condition, Texas Eastern reserves the right to file a motion at a later date to place such tariff sections into effect.

9 Texas Eastern Transmission, LP, Abbreviated Application for a Certificate of Public Convenience and Necessity and for Related Authorizations and Order Approving Abandonment, Exhibit I, Docket No. CP09-68-000 (Feb. 27, 2009); see also Information Filing, Docket No. CP09-68-000 (Oct. 15, 2010). 10 See supra note 4. 11 Maritimes & Northeast Pipeline, L.L.C., 118 FERC ¶ 61,110, at P 11 (2007); see also Ruby Pipeline, L.L.C., 128 FERC ¶ 61,224, at PP 77-78 (2009); Algonquin Gas Transmission, LLC, Letter Order, Docket No. RP00-70-020 (Oct. 28, 2008); Texas Eastern Transmission, LP, Letter Order, Docket No. RP99-480-022 (Oct. 28, 2008). 12 Tariff, Part 6 – General Terms and Conditions, 1. Definitions, Version 0.0.0, at p. 8.

Ms. Kimberly D. Bose, Secretary October 21, 2011 COMPLIANCE WITH REGULATIONS

In compliance with Section 154.4(c) of the Commission’s regulations, 18 C.F.R. § 154.4(c), all contents of this filing are being submitted as part of an XML filing package in conformance with the Secretary of the Commission’s instructions.

In compliance with Section 154.201(a) of the Commission’s regulations, 18 C.F.R. § 154.201(a), a marked version of the proposed tariff sections showing additions to and deletions from the currently effective tariff sections is attached.

Copies of this filing are being posted in accordance with Section 154.207 of the Commission’s regulations, 18 C.F.R. § 154.207. In accordance with Section 154.208 of the Commission’s regulations, 18 C.F.R. § 154.208, copies of this filing are being sent to all affected customers of Texas Eastern and interested state commissions.

CORRESPONDENCE AND COMMUNICATION

All correspondence and communications regarding this filing should be addressed to the following:

* Janice K. Devers General Manager, Tariffs and Commercial Development Texas Eastern Transmission, LP P. O. Box 1642 Houston, TX 77251-1642 Phone: (713) 627-6170 Email: [email protected] and * Marcy F. Collins Associate General Counsel Texas Eastern Transmission, LP P. O. Box 1642 Houston, TX 77251-1642 Phone: (713) 627-6137 Email: [email protected]

* Parties to be designated on the Commission’s Official Service List.

Ms. Kimberly D. Bose, Secretary October 21, 2011

Please contact the undersigned at (713) 627-6170 with any questions regarding this filing.

Respectfully submitted, /s/ Janice K. Devers Janice K. Devers, General Manager Tariffs and Commercial Development

Enclosures

APPENDIX A

TEXAS EASTERN TRANSMISSION, LP Eighth Revised Volume No. 1

Version Section (Description & Title) Part 4 – Statements of Rates 2.0.0 15.30 ConocoPhillips – contract 910662 0.0.0 15.35 ConocoPhillips – contract 910882 Part 6 – General Terms and Conditions 7.0.0 3.18 Materially Non-Conforming Agreements

TEXAS EASTERN TRANSMISSION, LP Filed Agreements

Version Section (Description & Title) 0.0.0 8. ConocoPhillips Company – contract 910882

CLEAN TARIFF SECTIONS

Texas Eastern Transmission, LP Part 4 - Statements of Rates

FERC Gas Tariff 15.30 ConocoPhillips - contract 910662

Eighth Revised Volume No. 1 Version 2.0.0

Page 1 of 4

Issued on: October 21, 2011

Effective on: November 1, 2011

STATEMENT OF NEGOTIATED RATES 1/ 2/

Customer Name: ConocoPhillips Company

Service Agreement: 910662

Term of Negotiated Rate: The term of this negotiated rate commences on November 1, 2011

and continues for the Primary Term or Extended Primary Term, as applicable (as such terms are

defined in Contract No. 910662).

Rate Schedule: FT-1 (TEMAX Project Facilities)

MDQ: 345,000 Dth/d

Reservation Rate: Customer shall pay a negotiated reservation rate of $14.4674 per Dth, per

month ("Negotiated Reservation Rate") of Customer's MDQ under Contract No. 910662 during

the Primary Term thereof; provided, to the extent that Contract No. 910662 continues for the

Extended Primary Term, Customer shall pay a Negotiated Reservation Rate of $12.9465 per Dth,

per month of Customer’s MDQ under Contract No. 910662 for the five-year period immediately

following the Primary Term.

Usage Rate:

During the Primary Term and, if Contract No. 910662 continues for the Extended Primary Term,

for the five-year period immediately following the Primary Term the usage rates shall be

determined as follows:

A. At any time and from time to time during the term of this negotiated rate that there is

a “Remaining MDRO” (as defined below) greater than zero at the REX Interconnect (defined

below), the following shall apply:

1. For purposes of this negotiated rate agreement only the following definitions

shall apply:

(a) The term “Primary Path” shall mean the path from the REX

Interconnect (as a Point of Receipt) to the interconnection between Pipeline’s

system and Transcontinental Gas Pipe Line Company, LLC’s system in

Delta, Pennsylvania (as a Point of Delivery).

(b) The term “Forwardhaul” or “Downstream” shall mean the same

direction of flow as the flow contemplated by the Primary Path.

(c) The term “Backhaul” shall mean the direction of flow that is opposite

from the flow contemplated by the Primary Path.

(d) The term “Remaining MDRO” shall mean the quantity equal to the

difference at any time between (i) the MDRO under Contract No. 910662 at

the REX Interconnect prior to any release of capacity by Customer under




Page 2 of 4



Contract No. 910662 pursuant to Section 3.14 of the General Terms and

Conditions of Texas Eastern’s FERC Gas Tariff (“GT&C”), and (ii) any

quantity of capacity released at such time by Customer under Contract No.

910662 pursuant to Section 3.14 of the GT&C on the Forwardhaul segment of

mainline capacity extending from the REX Interconnect to the first Point of

Receipt, Point of Delivery or compressor station located Downstream of the

REX Interconnect (for clarity, the term “Remaining MDRO,” as used herein,

and the term “Net MDRO,” as used in Pipeline’s LINK® system, have

different meanings and are intended to be utilized for different purposes).

2. With respect to service, up to a delivered quantity equal to the applicable

Remaining MDRO, from a Primary Receipt Point (up to the applicable MDRO) to

a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-1 charge

shall be $0.00/Dth delivered, the Usage-2 charge will be the maximum applicable

Rate Schedule FT-1 (TEMAX Project Facilities) recourse Usage-2 charge, and

Customer shall also pay a negotiated Applicable Shrinkage ("ASA") charge of

1.2%; however, the applicable Annual Charge Adjustment (“ACA”) charge and

other charges/surcharges applicable to Customer's Contract No. 910662 under

Rate Schedule FT-1 will not be assessed.

3. With respect to Backhaul service, up to a delivered quantity equal to the

applicable Remaining MDRO, from a Secondary Receipt Point located in the

Primary Path to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-1 charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the

maximum applicable Rate Schedule FT-1 (TEMAX Project Facilities) recourse

Usage-2 charge, and Customer shall also pay a negotiated ASA charge of 1.2%;

however, the applicable ACA charge and other charges / surcharges applicable to

Customer’s Contract No. 910662 under Rate Schedule FT-1 will not be assessed.

4. Notwithstanding anything to the contrary in this “Usage Rate” section, the

delivered quantity eligible to receive the negotiated usage rates and ASA charges

contemplated in Sections A.2 and A.3 above is limited in the aggregate on any

given Day across all nominations on Contract 910662 to a delivered quantity

equal to the Remaining MDRO held at the applicable time under Contract No.

910662.

B. In lieu of the rates and charges set forth in Section A above, with respect to service

not meeting the criteria of Sections A.2 or A.3 above, as capped pursuant to Section A.4

above, the following system rates will apply: The usage rate shall be a negotiated rate equal

to the maximum applicable system Usage-1 charge under Texas Eastern’s Rate Schedule

FT-1 multiplied by the quantity of gas, in Dekatherms, delivered during the applicable

Day and the maximum applicable Rate Schedule FT-1 (TEMAX Project Facilities) recourse

Usage-2 charge multiplied by the quantity of gas, in Dekatherms, delivered during the

applicable Day that qualifies under Texas Eastern’s Rate Schedule FT-1 for the Usage-2

charge, and Customer shall also pay the applicable system ACA charge under Texas

Eastern’s Rate Schedule FT-1, and a negotiated ASA charge equal to the applicable




Page 3 of 4



system ASA charge under Texas Eastern’s Rate Schedule FT-1 (as calculated based upon

the Commission approved ASA methodology and/or application of any Commission

approved tracking mechanism) and other surcharges applicable to Customer’s Contract

No. 910662.

C. Notwithstanding anything in this negotiated rate agreement to the contrary, in the

event that Customer desires transportation under the Service Agreement on any facilities or

to or from any points related to incremental projects placed into service after the date hereof,

such service shall be available to Customer on a not unduly discriminatory basis, to the

extent, but not otherwise, that Customer elects to pay the maximum applicable incremental

recourse rate charges, access charge(s), surcharge(s) and fuel which apply to service on such

facilities or to or from such points.

D. The negotiated usage and fuel rates set forth in this “Usage Rate” section shall apply

in their entirety to any replacement customer pursuant to a release of all or a portion of the

Primary Path subscribed under Contract No. 910662 pursuant to Section 3.14 of the GT&C,

if such replacement customer elects to pay such negotiated usage and fuel rates in lieu of the

applicable recourse Rate Schedule FT-1 (TEMAX Project Facilities) usage and fuel rates.

Primary Receipt Point: Interconnect between Rockies Express Pipeline LLC and Pipeline’s

system in Clarington, OH (“REX Interconnect”) (MDRO –345,000 Dth/d) M&R 73580: the

interconnect between Steckman Ridge, LP and Pipeline’s system in Bedford County, PA

(MDRO – 50,000 Dth/d) M&R 75605.

Primary Delivery Point: Interconnect between Transcontinental Gas Pipe Line Company, LLC

and Pipeline’s system in Delta, PA (MDDO – 345,000 Dth/d) M&R 73703 and the interconnect

between Steckman Ridge, LP and Pipeline’s system in Bedford County, PA (MDDO – 50,000

Dth/d) M&R 75605.

Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated

on Texas Eastern's currently effective Statement of Rates for Rate Schedule FT-1 (TEMAX

Project Facilities).

1/ This negotiated rate agreement is part of a non-conforming Service Agreement.

2/ This negotiated rate shall apply only to service under Contract No. 910662, and using the

points designated herein and secondary points in Zone M2 and M3; provided, if Customer

changes its primary points listed above (or the MDROs or MDDOs associated with such points)

pursuant to the provisions of Pipeline’s FERC Gas Tariff, Pipeline shall have the option to

terminate this negotiated rate by providing Customer with written notice of Pipeline’s intent to

terminate the negotiated rate and, in such case, this negotiated rate shall terminate and Pipeline’s

maximum recourse rates referenced above for service under Rate Schedule FT-1 (TEMAX

Project Facilities) shall apply for the remaining term of the Service Agreement, unless and until

otherwise agreed in writing between Customer and Pipeline; provided, further that following the

term of this negotiated rate as such term is described above, Pipeline’s maximum recourse rates




Page 4 of 4



referenced above for service under Rate Schedule FT-1 (TEMAX Project Facilities) shall apply

for any remaining term under the Service Agreement.




Page 1 of 4





Service Agreement: Contract No. 910882

Term of Negotiated Rate: The term of this negotiated rate commences on November 1, 2011 and

continues for the Primary Term or Extended Primary Term, as applicable (as such terms are defined

in Contract No. 910882).


MDQ: 50,000 Dth/d

Reservation Rate: Customer shall pay a negotiated reservation rate of $14.4674 per Dth, per month

("Negotiated Reservation Rate") of Customer's MDQ under Contract No. 910882 during the Primary

Term thereof; provided, to the extent that Contract No. 910882 continues for the Extended Primary

Term, Customer shall pay a Negotiated Reservation Rate of $12.9465 per Dth, per month of

Customer’s MDQ under Contract No. 910882 for the five-year period immediately following the

Primary Term.

Usage Rate:








shall apply:














Page 2 of 4














Remaining MDRO, from a Primary Receipt Point (up to the applicable MDRO) to a

Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-1 charge shall be

$0.00 / Dth delivered, the Usage-2 charge will be the maximum applicable Rate

Schedule FT-1 (TEMAX Project Facilities) recourse Usage-2 charge, and Customer

shall also pay a negotiated Applicable Shrinkage ("ASA") charge of 1.2%; however,

the applicable Annual Charge Adjustment (“ACA”) charge and other

charges/surcharges applicable to Customer's Contract No. 910882 under Rate

Schedule FT-1 will not be assessed.

3. With respect to Forwardhaul service, up to the applicable Remaining MDRO,

from a Secondary Receipt Point located in the Primary Path to a Primary or

Secondary Delivery Point in Zone M2 or M3, the Usage-1 charge shall be $0.00 / Dth

delivered, the Usage-2 charge will be the maximum applicable Rate Schedule FT-1

(TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also pay a

negotiated ASA charge of 1.2%; however, the applicable ACA charge and other

charges / surcharges applicable to Customer’s Contract No. 910882 under Rate



applicable Remaining MDRO, from a Secondary Receipt Point located in the Primary

Path to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-1

charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the maximum

applicable Rate Schedule FT-1 (TEMAX Project Facilities) recourse Usage-2 charge,

and Customer shall also pay a negotiated ASA charge of 1.2%; however, the

applicable ACA charge and other charges / surcharges applicable to Customer’s

Contract No. 910882 under Rate Schedule FT-1 will not be assessed.

5. Notwithstanding anything to the contrary in this “Usage Rate” section the


contemplated in Sections A.2, A.3, and A.4 above is limited in the aggregate on

any given Day across all nominations on Contract 910882 to a delivered quantity


910882.




Page 3 of 4



B In lieu of the rates and charges set forth in Section A above, with respect to service

not meeting the criteria of Sections A.2, A.3, or A.4 above, as capped pursuant to Section A.5


to the maximum applicable system Usage-1 charge under Texas Eastern’s Rate Schedule FT-

1 multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day and

the maximum applicable Rate Schedule FT-1 (TEMAX Project Facilities) recourse Usage-2

charge multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day

that qualifies under Texas Eastern’s Rate Schedule FT-1 for the Usage-2 charge, and

Customer shall also pay the applicable system ACA charge under Texas Eastern’s Rate

Schedule FT-1, and a negotiated ASA charge equal to the applicable system ASA charge

under Texas Eastern’s Rate Schedule FT-1 (as calculated based upon the Commission

approved ASA methodology and/or application of any Commission approved tracking

mechanism) and other surcharges applicable to Customer’s Contract No. 910882.














system in Clarington, OH (“REX Interconnect”) (MDRO – 50,000 Dth/d) M&R 73580.


and Pipeline’s system in Delta, PA (MDDO – 50,000 Dth/d) M&R 73703.

Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated on

Texas Eastern's currently effective Statement of Rates for Rate Schedule FT-1 (TEMAX Project

Facilities).


2/ This negotiated rate shall apply only to service under Contract No. 910882, and using the points

designated herein and secondary points in Zone M2 and M3; provided, if Customer changes its

primary points listed above (or the MDROs or MDDOs associated with such points) pursuant to the

provisions of Pipeline’s FERC Gas Tariff, Pipeline shall have the option to terminate this negotiated

rate by providing Customer with written notice of Pipeline’s intent to terminate the negotiated rate

and, in such case, this negotiated rate shall terminate and Pipeline’s maximum recourse rates

referenced above for service under Rate Schedule FT-1 (TEMAX Project Facilities) shall apply for




Page 4 of 4



the remaining term of the Service Agreement, unless and until otherwise agreed in writing between

Customer and Pipeline; provided, further that following the term of this negotiated rate as such term

is described above, Pipeline’s maximum recourse rates referenced above for service under Rate

Schedule FT-1 (TEMAX Project Facilities) shall apply for any remaining term under the Service

Agreement.

Texas Eastern Transmission, LP Part 6 - General Terms and Conditions

FERC Gas Tariff 3.18 Materially Non-Conforming Agreements


Page 1 of 2



3.18 Materially Non-Conforming Service Agreements

The following service agreements are being listed in accordance with Section

154.112(b) of the Commission's regulations. This list of agreements will be

updated to reflect new agreements containing material, non-conforming

provisions, with the exception of an extension in the term of one of the

agreements identified below.

Contract Rate Primary Term

Customer Name Number Schedule Begin Date

-------------------------------------------- ----------- ------------ ------------------

Algonquin Gas Transmission, LLC 400226 SS-1 11/01/1999

Ameren Illinois Company dba Ameren Illinois 400181 SS-1 11/01/1993

Arkansas Western Gas Company 400184 SS-1 05/01/1994

Atmos Energy Corporation 400227 SS-1 06/01/2000


Bay State Gas Company 400193 SS-1 09/01/1994

Boston Gas Company d/b/a National Grid 400225 SS-1 11/01/1999

Brooklyn Union Gas Company d/b/a National Grid 400186 SS-1 06/01/1994

Calpine Hidalgo Energy Center, L.P. 830089 FT-1 01/01/2001

CenterPoint Energy Services, Inc. 910661 FT-1 11/01/2010

Chesapeake Utilities Corporation - Maryland Division 910807 FT-1 01/01/2011

Chesapeake Utilities Corporation - Delaware Division 910808 FT-1 01/01/2011

Colonial Gas Company d/b/a National Grid 400200 SS-1 11/01/2001

Columbia Gas Transmission Corporation 910587R1 FT-1 07/01/2006

Connecticut Natural Gas Corporation 400223 SS-1 12/01/1996


Connecticut Natural Gas Corporation 800529 CDS 10/01/2003

ConocoPhillips Company 910662 FT-1 11/01/2010


Consolidated Edison Company of New York, Inc. 400224 SS-1 01/01/1999

KGen Hinds, LLC 830103 FT-1 04/01/2001

Narragansett Electric Company (The)

d/b/a National Grid 331722 FTS-7 11/01/1996




d/b/a National Grid 400185 SS-1 05/01/1994



New England Gas Company - Fall River 400187 SS-1 09/01/1994

New England Gas Company - North Attleboro 400220 SS-1 10/01/1995

New Jersey Natural Gas Company 331724 FTS-7 11/01/2002


New Jersey Natural Gas Company 400188 SS-1 11/01/1999

New Jersey Natural Gas Company 910610 FT-1 11/01/2008

Nstar Gas Company 331723 FTS-7 11/01/1996


Nstar Gas Company 800527 CDS 10/01/2003

Orange and Rockland Utilities, Inc. 400216 SS-1 11/01/1994

Texas Eastern Transmission, LP Part 6 - General Terms and Conditions

FERC Gas Tariff 3.18 Materially Non-Conforming Agreements


Page 2 of 2





-------------------------------------------- ----------- ------------ ------------------

Paulsboro Refining Company LLC 800526 FT-1 12/04/1998

Peco Energy Company 400120 SS-1 07/01/2003

Philadelphia Gas Works 331725 FTS-7 11/01/1996


Pivotal Utility Holdings, Inc. 400196 SS-1 10/01/1994

PPL EnergyPlus, LLC 910663 FT-1 11/01/2010

Progas U.S.A., Inc. 800474 FT-1 12/15/1999

PSEG Power, LLC 400241 SS-1 11/01/2007

Shell Energy North America (US), L.P. 910791 FT-1 10/01/2010

Southern Connecticut Gas Company 400192 SS-1 05/01/1994


Southern Connecticut Gas Company 800304 CDS 10/01/2003

UGI Central Penn Gas, Inc. 400190 SS-1 05/01/1994

Union Electric Company DBA AmerenUE 400211 SS-1 05/01/1999


Union Electric Company DBA AmerenUE 800241 CDS 11/01/1997

Union Electric Company DBA AmerenUE 800242 FT-1 11/01/1997

Yankee Gas Services Company 400191 SS-1 09/01/1994

Texas Eastern Transmission, LP FERC NGA Gas Tariff Filed Agreements Effective on November 1, 2011 (Version 0.0.0, Section 8.) ConocoPhillips Company - contract 910882 Option Code "A"

Date: IO/tt/1I SERVICE AGREEMENT

FOR RATE SCHEDULE FT-l

Contract No. 910882-Rl

SERVICE AGREEMENT

This AGREEMENT is entered into by and between Texas Eastem Transmission, LP,("Pipellne") and CONOCOPHILLIPS COMPANY f'Custome~').

WHEREAS, Customer desires Pipeline to transport natural gas for Custome~s account on a firm basis pursuant to the terms and conditions of Pipeline's Rate Schedule FT-l; and

WHEREAS, Pipeline desires to Iransport natural gas for Custome~s account on a firm basis pursuant to the terms and conditions of Pipeline's Rate Schedule FT-l;

NOW THEREFORE, In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows:

1. Pipeline shall deliver and Customer shall lake and pay for service pursuant to the lerms of this Agreement and subject to Pipeline's Rate Schedule FT-! and the General Terms and Conditions of prpeline's Tariff, which are Incorporated herein by reference and made a part hereof. The credit requirements applicable to this Agreement are set forth in that certain Precedent Agreement dated June 5, 2008, as amended, between Texas Eastern and Customer related to this Agreement ("Precedent Agreement").

2. The Maximum Daily Quantity (MDQ) for service under this Agreement and any right to increase or decrease the MDQ during llie term of this Agreement are listed on Exhibit D attached hereto. The Point(s) of Receipt and Point(s) of Delivery ... respectively, are listed on Exhibits A and B attached herelo. Custome~s Zone Boundary Entry l.luantity and Zone Boundary Exit Quantity for each of Pipeline's Zones are specified on Exhiolt C attached hereto. Exhioit(s) A, B, C, and Dare incorporated herein by reference and made a part hereof.

Pipeline shall not be obligated to, but may at its discretion, receive at any Point of Receipt on any Day a Quantity of Gas in excess of the applicable Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall not receive in the aggregate at all Points of Receipt on any Day a Quantity of Gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall not be obligated to/ but may at its discretion, deliver at any Point of Delivery on any Day a Quantity of Gas in excess 0 the applicable Maximum Daily Delivery Obligation (MODO), but shall not deliver in the I aggregate at all Points of Delivery on any Day a Quantity of Gas In excess of the applicable MDQ.

M!''';'~.1:':z~~'t;:''''',4;...o;<C''''''~ :.;a:-Th;~~~t'''Si1C1a ii:rci7'8ffC!etl;'''6''tm~i·~O\ffimtrer''''1 ~;2C-'14~i1d:tshall·contiFluC\.fGi""a'~ermtendmg~vIT' aiicl .a-=- .-... ... ~=UJti.L.:!'~ ...

. -~~~. -~'-'--'--incIGOihirme 1liSlgascfay ofjne'te-nm(iO'")' yeiif'ibiloViln~jne"S'erVlce-COmmencemenrUate "as"tnai---'- _ ..... term is aefined in the Precedent Agreement C'Primaty !iferm") and subject to Customer providing Pipeline with a written notice on or before the ninth (9th) anniversary of llie Service Commencement Date, Customer shall have the right to extend the term after the end of the Primary Term by an addillonal five (5) years (,Extendec Primary Term"), and this Agreement shall remain in force from year to year thereafter unless terminated by either party upon one (1) year written notice prior to the end of the Primary Term or Extended Primary Term ... as applicable, or any successive term thereafter. This Agreement may be terminated at any time by t"ipeline in the event Customer fails to pay part or all of tfie amount of any bill for service hereunder and such failure continues for thirty (30) days after

r.ayment is due' provided, Pipeline gives thirty (30) days prior written notice to Customer of such ermlnation and' provided further such termination shall not be effective if prior to the date of

termination, Customer either pays such outstanding bill or fumishes a good and sufficient surety bond or other form of security reasonably acceptabre to Pipeline guaranteeing payment to Pipeline of such outstanding bill. Any portions of this Agreement necessary to correct or cash-out imbalances under this Agreement as required by the General Terms and Conditions of Pipeline's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished.

The parties agree that this Agreement qualifies as a "ROFR Agreemenf' as defined in the General Terms and Conditions of Pipeline's Tanff, and therefore, the provision of a termination notice by either Customer or Pipeline or Ihe expiration of this Agreement of its own terms triggers Customer's right of first refusal unaer Section 3.13 of the General Terms and Conditions of Pipeline's Gas Tariff.

4. Maximum rates, charges, and fees shall be applicable to service pursuant to this Agreement except during the speCified term of a discounted rate or a Negotiated Rate to which Customer and Pipeline have agreeCi. Provisions governing such discounted rate shall be as specified in the Discount Confirmation to this Agreement. Provisions governing such Negotiated Rate and term shall be as specified on an appropriate Statement of Negotiated Rates filec[, with the consent of Customer, as part of Pipeline's Tariff. It is further agreed that Pipeline may seek authorization from the Commission andlor other appropriate body at any time and from time to time to change any rates,

Page I of2

Contract No.: 910882-RI

charges or other provisions in the applicable Rate Schedule and General Terms and Conditions of Pipeline's Tariff, and Pipeline shall have the right to place such changes In effect in accordance with the Natural Gas Act. Notwithstanding the foregoing, Customer does not agree that Pipeline shall have the unilateral right without the consent of Customer subsequent to the execulion of this Agreement and Pipeline shall not have the right during the effectiveness of this Agreement to make any filings pursuant to Section 4 of the Natural Gas Act to change the MOO, the term of the agreement, the Point(s) of Receipt, the Point(s) of Delivery, or the firm character of the service hereunder. Nothing contained herein shall be construed to ceny Customer any rights it may have under the Natural Gas Act, including the right to participate funy in rate or other proceedings by intervention or otherwise to contest such changes in whole or in part.

5. All Natural Gas tendered to Pipeline for Customer's account shall conform to the quality specifications set forth in Section 5 of Pipeline's General Terms and Conditions. Customer agrees that in the event Customer tenders for service hereunder and Pipeline agrees to accept Natural Gas which does not cOlllply with Pipeline's quality specifications, as expressly provided for in Section 5 of Pipeline's General Terms and Conditions, Customer shall pay all costs associated with processing of such Gas as necessary to comply with such quality specifications. Customer shall execute or cause its supplier to execute, if such supplier has retained processing rights to the Gas delivered to Customer, the appropriate agreements prior to the commencement of service for the transportation and processing of any liquefiable hydrocarbons and any PVR quantities associated with the processing of Gas received by Pipeline at the Point(s) of Receipt under such Customer's service agreement In addition, subject to the execution of appropriate agreements, Pipeline is willing to transport liquids associated with the Gas produced and lendered forlransportatlon hereunder.

6. Unless otherwise required in the Tariffj

all notices shall be in writing and shall be considered duly delivered when mailed to the applicab e address below or transmitfed via facsimile. Customer or Pipeline may change the addresses or other information below by written notice to the other without the necessity of amending this Agreement:

Pipeline:

Customer:

TEXAS EASTERN TRANSMISSION, LP 5400 WESTHEIMER COURT HOUSTON, TX 77056-5310

CONOCOPHILLIPS COMPANY 600 N. Dairy Ashford Houston, TX 77079

"C' :J;~- 7 ~T,t·':=' ;·~.6'Cr."'6t ..... ~-;,",~ " ....... ' "''''.,.£'~~-~.--~,.,. ,..t; ~ ... :~ " .... ~~~····v· ... ·.4- ,.(.,-11 ,..- ~ ........ ,,"' ... .1_ ... ,....., •• ,;"' ... 101-,.., '''''" ..... . '''11 ...... ,.. . 'w:;.~ -';l,. u-I - ~ ... -, . ; . lie> II U !.:r' .""l, .... ! j " ... " .... · tJw, ....... ; ,1,;0, i","'~ ""i ~, lOw ''"'\~I;;;w,j , .... , •• ~ ... ,·.wt • ...... ,,., ' ................. .:.h ... .,;; - ... !; •• -; .. i .... i ... · ........ , ... ' 'w s: ~.

-----slate 'bf tJEi:A\lVARE "'exduding~coniiicis "6f iaw=p rirlcipies.:> ihai: ·wouid'"requii-e ""ti-le · appii~Odl'i-ofii)t::: .... -- ~.-- --- -.--laws of a different jurisdiction.

S. This Agreement supersedes and cancels, as of the effective date of this Agreement, the contract(s) between the parties hereto as described below:

None

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective Officers and/or Representatives thereunto duly authorizeCi to be effective as of the date stated above.

TRANSMISSION, LP rtner

oi'JCu .. LTransmission Services, LLC

By: -I.L-'+I~:----

Legal Approved by MFC, Asset Planning Approved by JDH, Credit Approved by HVP

Page 2 of2

EXHIBIT A TRANSPORTAT(cjN PfkHS FO~ILL'NG P,",RPOSES

V~rr? ~ V,f) 11 TO THE SERVICE AG!UEMENT UNDER RATE SCHEDULE FT·1 BETWEEN TEXAS Ei,'~TERN TRANSMISSION, LP iPipeline")

(1) Customer's finn Point(s) of Receipt:.

AND CONOCCl'~HILLIPS COMPANY LCu . MD/x,C 2..1 j 7..b

Point of Receipt Description

Maximum Daily Receipt Obligation

(plus Applicable Shrinkage)

(dth)

Measurement Responsibilities Owner Operator

73580 KINDER MORGAN REX CLARINGTON, MONROE CO., OHIO. MONROE CO., OH

50,000 TXEASTTRAN ROCKIES EXPR ROCKIES EXPR

(2) Customer shall have Pipeline's Master Receipt Point List time to time is incorporated herein by reference.

·MKt' f.·d . Customer hereby agrees that Pipeline's MRPL as revised and published by Pipeline from

Customer hereby agrees to comply with the Receipt Pressure Oblig~tron as set forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s) of Receipt.

()tl

Transportation Path M2 to M3

SIGNED FOR In""T,,,,rl~ Tln.J·

PIPELINE: 7'1/'5'..-;":'': ;;>?/;A~....z

SUPERSEDES EXHIBIT Legal Approved by MFC, Asset Planning Approved

Transportai:lon Path Quantity , , 50,000

Page I of I Contract No.: 9 \0882-RIAI

TO THE SERVICE BETWI!EN TEXAS •• AND CONOCO.P"HIL':.'",crOMP~Y (-~usto!"er'1

Point of Delivery Description

Maximum Daily Delivery

Obligation (dth)

73703 W1LLlAMS-TRANSCO, LOWER CHANCEFORD-YORK CO., PA. YORK CO., PA

SIGNED FOR IDENf)lf~~N:

50,000

t) ~ CUSTOMER: = ,,""-''', • SUPERSED:S EX T~

Legal Approved by MFC, Asset Planning Approved by JDH, Credit Approved

Delivery Pressure Obligation


AT SUCH PRESSURE TRANSCO PL TRANSCO PL TRANSCO PL AVAILABLE IN PIPELINE'S FACILITIES AT THE POINT OF DELIVERY NOT TO EXCEED THE MAXIMUM ALLOWABLE OPERATING PRESSURE OF TRANSCO SYSTEM (780 PSIG)

Page I ofl Contract No.: 910882-RlBl

FROM

ETX

ELA

M1-24

M1-3D

M2-24

M2-30

M2

M3

I ~ i i ! EXHIBIT C

ZONE BOUNDARY ENTRYD~t~:TW&'li:OC'E/~w1yARY EXIT QUANTITY

TO THE SI!RVICE AG;~EMENT UNDER RATI! SCHEDULE FT-1 BETWEEN TEXAS ~~TI!RN TRANSMISSION, LP ("Pipeline")

M1-24

AND CONOC01~ILU* COMPANY ("Custome ... ) DA1fD t2c ~!?t,.. LI. 2.011

ZONE BJ,! NDARY I!NTRY Q: ANTITY I r Dth/D

IL '"

M1-30 ~

i r. , I , ~ ! ' -,

.. i ! ~

n. i e

.P.

I i, i b I~ fn H Ii ! i ! . II I ~. , . I

I U ; ~

TO

M2-24 M2-3D

Page I of2

M2 M3

50,000

Contract No.: 910882-RICI

J ;;

! ~ ! ,. EXHIBIT C

ZONE BOUNDARY ENTRY Cl:l1ANTITY AND ZONE BOUNDARY EXIT QUANTITY

Ir, ZONE'i OUNDARY EXIT QUANTITY

~ Dth/D ,

P t ",

I

l TO

FROM M1·24

M1·24

M1-3D

M2·24

M2-3D

M2

M3

SIGNED FOR IDENTIF¢J;~(

G M1·31 , ,) ,

I I [

I ~

, ,

.

I , i h

I , !

"

I ! t

PIPELINE: • •

Mlf CUSTOMER: ~ ~~ SUPERSEDES =- -.

u • L

, ,. Legal Approved by MFC. Asset Planning Approved by JOH. Credit Approved,by HVP

h

M2·24

Page 2 of2

M2·3D M2 M3

50,000

Conll'llctNo.: 910882·RICI

EXHIBIT D

TRANSPORT"'!9.~ ~!-,ANTITIES I DATED Alm!tifYJfJC, r " 1-0 I

TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT·1 BETWEEN TEXAS EASTERN TRANSMISSION, LP ("pIpeline")

AND CONOCOPHI4rlPS COMPANY ("Customer'") DATED V cm!x,. U / UI/

MAXIMUM DAILY QUANTITY (MOQ): 50,000 Dth

Dth Period

PARTIAL QUANTITY REDUCTION RIGHTS: Customer elects to partially reduce Custome~s Maximum Daily Quantity by N/A Oth as of N/A, or any subsequent anniversary date, upon providing N/A year(s) prior written notice to Pipeline.

Pipeline and Customer agree that, if this Agreement qualifies as a ·ROFR Agreement", (I) the foregoing contractual right to partially reduce Customer's MOQ is In addition to and not in lieu of any ROFR right to reduce Customer's MDQ on a non-geographic basis upon termination or expiration of this service agreement and (Ii) only the partial reduction pursuant to the foregoing contradual right to partially reduce Customer's MDQ is subject to the ROFR procedures specified In the General Terms and Conditions of Pipeline's Tariff and Customer may retain the balance of the MOQ without being subject to the ROFR procedures.

!

I ~::::;,;,:=-"::~~"":,,,"".::~::~:::::::::::,::,,..=~='=~~::':=:':'::.;;::.:.'::::'~::::::-~~':::'':'!:':-·'''~~'::'7~~'.~ i:

PIPELINE: ---:::--:;----Hr-t-=----

~ & SUPERSEDES EXHIBIT 0 DATED N/A

Legal Approved by MFC, Asset Planning Approved by mH, Credit Approved by HVP

Page I ofl

,

Contract No.: 910882-RlDl

MARKED TARIFF SECTIONS

15.30 ConocoPhillips - contract 910662

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

Commencement Date (as defined in the Precedent Agreement between Pipeline and Customer)

of Contract No. 910662 November 1, 2011 and continues for the Primary Term or Extended

Primary Term, as applicable (as such terms are defined in Contract No. 910662); provided, in the

event that Pipeline commences Partial Service to Customer, as contemplated in Paragraph 4 of

the Precedent Agreement, then the term of this negotiated rate shall commence on the Partial

Service Commencement Date (as defined in the Precedent Agreement) and the term shall

continue until the end of the Primary Term or Extended Primary Term, as applicable, as such

terms are defined in Contract No. 910662 (which Primary Term and Extended Primary Term

shall be deemed to have commenced on the Partial Service Commencement Date), although

notwithstanding the foregoing, such term shall end on any date on which the Precedent

Agreement is terminated pursuant to Paragraphs 10 or 11 thereof, or if Customer elects to

continue its Partial Service until the end of the tenth (10th

) year following the Partial Service

Commencement Date, as contemplated in the Precedent Agreement, then the term will end at

that time (or it will end when the Extended Primary Term ends, if applicable) (if this proviso

applies, this negotiated rate agreement shall apply for all purposes to any additional service

agreement under Rate Schedule FT-1 executed by Pipeline and Customer to govern the Partial

Service contemplated by this proviso as if such additional service agreement were Contract No.

910662).


MDQ: 395,000 345,000 Dth/d

Reservation Rate: Customer shall pay a negotiated reservation rate of $14.6195 $14.4674 per

Dth, per month ("Negotiated Reservation Rate") of Customer's MDQ under Contract No. 910662

during the Primary Term thereof; provided, to the extent that Contract No. 910662 continues for

the Extended Primary Term, Customer shall pay a Negotiated Reservation Rate of $13.0986

$12.9465 per Dth, per month, of Customer’s MDQ under Contract No. 910662 for the five-year

period immediately following the Primary Term.

Usage Rate:


for the five-year period immediately following the Primary Term or until Contract No. 910662

terminates, if it terminates earlier, the usage rates shall be determined as follows:





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shall apply:





















2.(a) with With respect to service, from a Primary Receipt Point (up to a

delivered quantity equal to the applicable Remaining MDRO, from a Primary

Receipt Point (up to the applicable MDRO) to a Primary or Secondary Delivery

Point in Zone M2 or M3, the usage rate Usage-1 charge shall be $0.00/Dth

delivered, the Usage-2 charge will be the maximum applicable Rate Schedule FT-

1 (TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also

pay a negotiated Applicable Shrinkage ("ASA") charge of 1.2%; (however, the

applicable Annual Charge Adjustment (“ACA”) charge and other


Schedule FT-1 will not be assessed);.

3.b) with With respect to Backhaul service, up to a delivered quantity equal to

the applicable Remaining MDRO, from a Secondary Receipt Point located in the

Primary Path to a Primary or Secondary Delivery Point in Zone M2 or M3, the

usage rate Usage-1 charge shall be $0.00 / Dth delivered, the Usage-2 charge will be

the maximum applicable Rate Schedule FT-1 (TEMAX Project Facilities) recourse

Usage-2 charge, and Customer shall also pay a negotiated ASA charge of 1.2%;

however, the applicable ACA charge and other charges / surcharges applicable to

Customer’s Contract No. 910662 under Rate Schedule FT-1 will not be assessed.


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4. Notwithstanding anything to the contrary in this “Usage Rate” section, the


contemplated in Sections A.2 and A.3 above is limited in the aggregate on any

given Day across all nominations on Contract 910662 to a delivered quantity


910662.

B. In lieu of the rates and charges set forth in Section A above, with respect to service

not meeting the criteria of Sections A.2 or A.3 above, as capped pursuant to Section A.4


to the maximum applicable system commodity Usage-1 charge under Texas Eastern’s

Rate Schedule FT-1 multiplied by the quantity of gas, in Dekatherms, delivered in during

the applicable day Day and the maximum applicable Rate Schedule FT-1 (TEMAX Project

Facilities) recourse Usage-2 charge multiplied by the quantity of gas, in Dekatherms,

delivered during the applicable Day that qualifies under Texas Eastern’s Rate Schedule FT-1

for the Usage-2 charge, and Customer shall also pay the applicable system ACA charge

under Texas Eastern’s Rate Schedule FT-1, and a negotiated ASA charge equal to the

applicable system ASA charge under Texas Eastern’s Rate Schedule FT-1 (as calculated

based upon the Commission approved ASA methodology and/or application of any

Commission approved tracking mechanism) and other surcharges applicable to

Customer’s Contract No. 910662; and (c) notwithstanding anything to the contrary in this

“Usage Rate” section, during the period extending from the Partial Service

Commencement Date until the end of the Gas Day on October 31, 2011, with respect to

service from a Secondary Receipt Point located in the primary firm contract path

contemplated in this negotiated rate agreement to a Primary or Secondary Delivery Point

in Zone M2 or M3, the usage rate shall be $0.00/Dth delivered, and Customer shall also

pay a negotiated ASA charge of 1.2% (the applicable ACA charge and other

charges/surcharges applicable to Customer’s Contract No. 910662 under Rate Schedule

FT-1 will not be assessed).














system in Clarington, OH (“REX Interconnect”) (MDRO – 395,000 345,000 Dth/d) M&R


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73580: and the interconnect between Steckman Ridge, LP and Pipeline’s system in Bedford

County, PA (MDRO – 50,000 Dth/d) M&R 75605.


and Pipeline’s system in Delta, PA (MDDO – 395,000 345,000 Dth/d) M&R 73703 and the

interconnect between Steckman Ridge, LP and Pipeline’s system in Bedford County, PA

(MDDO – 50,000 Dth/d) M&R 75605.

Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated

on Texas Eastern's currently effective Statement of Rates for Rate Schedule FT-1 (TEMAX

Project Facilities).


2/ This negotiated rate shall apply only to service under Contract No. 910662, and using the

points designated herein and secondary points in Zone M2 and M3; provided, if Customer

changes its primary points listed above (or the MDROs or MDDOs associated with such points)

pursuant to the provisions of Pipeline’s FERC Gas Tariff, Pipeline shall have the option to

terminate this negotiated rate by providing Customer with written notice of Pipeline’s intent to

terminate the negotiated rate and, in such case, this negotiated rate shall terminate and Pipeline’s

maximum recourse rates referenced above for service under Rate Schedule FT-1 (TEMAX

Project Facilities) shall apply for the remaining term of the Service Agreement, unless and until

otherwise agreed in writing between Customer and Pipeline; provided, further that following the

term of this negotiated rate as such term is described above, Pipeline’s maximum recourse rates

referenced above for service under Rate Schedule FT-1 (TEMAX Project Facilities) shall apply

for any remaining term under the Service Agreement.


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Page 1 of 4






Term of Negotiated Rate: The term of this negotiated rate commences on November 1, 2011 and

continues for the Primary Term or Extended Primary Term, as applicable (as such terms are defined

in Contract No. 910882).


MDQ: 50,000 Dth/d

Reservation Rate: Customer shall pay a negotiated reservation rate of $14.4674 per Dth, per month

("Negotiated Reservation Rate") of Customer's MDQ under Contract No. 910882 during the Primary

Term thereof; provided, to the extent that Contract No. 910882 continues for the Extended Primary

Term, Customer shall pay a Negotiated Reservation Rate of $12.9465 per Dth, per month of

Customer’s MDQ under Contract No. 910882 for the five-year period immediately following the

Primary Term.

Usage Rate:








shall apply:












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Page 2 of 4














Remaining MDRO, from a Primary Receipt Point (up to the applicable MDRO) to a

Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-1 charge shall be

$0.00 / Dth delivered, the Usage-2 charge will be the maximum applicable Rate

Schedule FT-1 (TEMAX Project Facilities) recourse Usage-2 charge, and Customer

shall also pay a negotiated Applicable Shrinkage ("ASA") charge of 1.2%; however,

the applicable Annual Charge Adjustment (“ACA”) charge and other



3. With respect to Forwardhaul service, up to the applicable Remaining MDRO,

from a Secondary Receipt Point located in the Primary Path to a Primary or

Secondary Delivery Point in Zone M2 or M3, the Usage-1 charge shall be $0.00 / Dth

delivered, the Usage-2 charge will be the maximum applicable Rate Schedule FT-1

(TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also pay a

negotiated ASA charge of 1.2%; however, the applicable ACA charge and other

charges / surcharges applicable to Customer’s Contract No. 910882 under Rate



applicable Remaining MDRO, from a Secondary Receipt Point located in the Primary

Path to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-1

charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the maximum

applicable Rate Schedule FT-1 (TEMAX Project Facilities) recourse Usage-2 charge,

and Customer shall also pay a negotiated ASA charge of 1.2%; however, the

applicable ACA charge and other charges / surcharges applicable to Customer’s

Contract No. 910882 under Rate Schedule FT-1 will not be assessed.

5. Notwithstanding anything to the contrary in this “Usage Rate” section the


contemplated in Sections A.2, A.3, and A.4 above is limited in the aggregate on

any given Day across all nominations on Contract 910882 to a delivered quantity


910882.


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Page 3 of 4



B In lieu of the rates and charges set forth in Section A above, with respect to service

not meeting the criteria of Sections A.2, A.3, or A.4 above, as capped pursuant to Section A.5


to the maximum applicable system Usage-1 charge under Texas Eastern’s Rate Schedule FT-

1 multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day and

the maximum applicable Rate Schedule FT-1 (TEMAX Project Facilities) recourse Usage-2

charge multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day

that qualifies under Texas Eastern’s Rate Schedule FT-1 for the Usage-2 charge, and

Customer shall also pay the applicable system ACA charge under Texas Eastern’s Rate

Schedule FT-1, and a negotiated ASA charge equal to the applicable system ASA charge

under Texas Eastern’s Rate Schedule FT-1 (as calculated based upon the Commission

approved ASA methodology and/or application of any Commission approved tracking

mechanism) and other surcharges applicable to Customer’s Contract No. 910882.














system in Clarington, OH (“REX Interconnect”) (MDRO – 50,000 Dth/d) M&R 73580.


and Pipeline’s system in Delta, PA (MDDO – 50,000 Dth/d) M&R 73703.

Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated on

Texas Eastern's currently effective Statement of Rates for Rate Schedule FT-1 (TEMAX Project

Facilities).


2/ This negotiated rate shall apply only to service under Contract No. 910882, and using the points

designated herein and secondary points in Zone M2 and M3; provided, if Customer changes its

primary points listed above (or the MDROs or MDDOs associated with such points) pursuant to the

provisions of Pipeline’s FERC Gas Tariff, Pipeline shall have the option to terminate this negotiated

rate by providing Customer with written notice of Pipeline’s intent to terminate the negotiated rate

and, in such case, this negotiated rate shall terminate and Pipeline’s maximum recourse rates

referenced above for service under Rate Schedule FT-1 (TEMAX Project Facilities) shall apply for


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the remaining term of the Service Agreement, unless and until otherwise agreed in writing between

Customer and Pipeline; provided, further that following the term of this negotiated rate as such term

is described above, Pipeline’s maximum recourse rates referenced above for service under Rate

Schedule FT-1 (TEMAX Project Facilities) shall apply for any remaining term under the Service

Agreement.

3.18 Materially Non-Conforming Agreements

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3.18 Materially Non-Conforming Service Agreements

The following service agreements are being listed in accordance with Section

154.112(b) of the Commission's regulations. This list of agreements will be

updated to reflect new agreements containing material, non-conforming

provisions, with the exception of an extension in the term of one of the

agreements identified below.



-------------------------------------------- ----------- ------------ ------------------

Algonquin Gas Transmission, LLC 400226 SS-1 11/01/1999

Ameren Illinois Company dba Ameren Illinois 400181 SS-1 11/01/1993

Arkansas Western Gas Company 400184 SS-1 05/01/1994



Bay State Gas Company 400193 SS-1 09/01/1994

Boston Gas Company d/b/a National Grid 400225 SS-1 11/01/1999

Brooklyn Union Gas Company d/b/a National Grid 400186 SS-1 06/01/1994

Calpine Hidalgo Energy Center, L.P. 830089 FT-1 01/01/2001

CenterPoint Energy Services, Inc. 910661 FT-1 11/01/2010

Chesapeake Utilities Corporation - Maryland Division 910807 FT-1 01/01/2011

Chesapeake Utilities Corporation - Delaware Division 910808 FT-1 01/01/2011

Colonial Gas Company d/b/a National Grid 400200 SS-1 11/01/2001

Columbia Gas Transmission Corporation 910587R1 FT-1 07/01/2006



Connecticut Natural Gas Corporation 800529 CDS 10/01/2003



Consolidated Edison Company of New York, Inc. 400224 SS-1 01/01/1999

KGen Hinds, LLC 830103 FT-1 04/01/2001









New England Gas Company - Fall River 400187 SS-1 09/01/1994

New England Gas Company - North Attleboro 400220 SS-1 10/01/1995



New Jersey Natural Gas Company 400188 SS-1 11/01/1999

New Jersey Natural Gas Company 910610 FT-1 11/01/2008



Nstar Gas Company 800527 CDS 10/01/2003

Orange and Rockland Utilities, Inc. 400216 SS-1 11/01/1994

3.18 Materially Non-Conforming Agreements

Version 6.0.0 7.0.0

Page 2 of 2





-------------------------------------------- ----------- ------------ ------------------

Paulsboro Refining Company LLC 800526 FT-1 12/04/1998

Peco Energy Company 400120 SS-1 07/01/2003



Pivotal Utility Holdings, Inc. 400196 SS-1 10/01/1994

PPL EnergyPlus, LLC 910663 FT-1 11/01/2010

Progas U.S.A., Inc. 800474 FT-1 12/15/1999

PSEG Power, LLC 400241 SS-1 11/01/2007

Shell Energy North America (US), L.P. 910791 FT-1 10/01/2010



Southern Connecticut Gas Company 800304 CDS 10/01/2003

UGI Central Penn Gas, Inc. 400190 SS-1 05/01/1994



Union Electric Company DBA AmerenUE 800241 CDS 11/01/1997

Union Electric Company DBA AmerenUE 800242 FT-1 11/01/1997

Yankee Gas Services Company 400191 SS-1 09/01/1994

Texas Eastern Transmission, LP FERC NGA Gas Tariff Filed Agreements Effective on November 1, 2011 (Version 0.0.0, Section 8.) ConocoPhillips Company - contract 910882 Option Code "A"

SERVICE AGREEMENTFOR RATE SCHEDULE FT-1

Date: _______________, Contract No. 910882-R1

SERVICE AGREEMENT

This AGREEMENT is entered into by and between Texas Eastern Transmission, LP,("Pipeline") and CONOCOPHILLIPS COMPANY ("Customer").

WHEREAS, Customer desires Pipeline to transport natural gas for Customer's account on a firm basis pursuant to the terms and conditions of Pipeline's Rate Schedule FT-1; and

WHEREAS, Pipeline desires to transport natural gas for Customer's account on a firm basis pursuant to the terms and conditions of Pipeline's Rate Schedule FT-1;

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

1. Pipeline shall deliver and Customer shall take and pay for service pursuant to the terms of this Agreement and subject to Pipeline's Rate Schedule FT-1 and the General Terms and Conditions of Pipeline's Tariff, which are incorporated herein by reference and made a part hereof. The credit requirements applicable to this Agreement are set forth in that certain Precedent Agreement dated June 5, 2008, as amended, between Texas Eastern and Customer related to this Agreement (“Precedent Agreement”).

2. The Maximum Daily Quantity (MDQ) for service under this Agreement and any right to increase or decrease the MDQ during the term of this Agreement are listed on Exhibit D attached hereto. The Point(s) of Receipt and Point(s) of Delivery, respectively, are listed on Exhibits A and B attached hereto. Customer's Zone Boundary Entry Quantity and Zone Boundary Exit Quantity for each of Pipeline's Zones are specified on Exhibit C attached hereto. Exhibit(s) A, B, C, and D are incorporated herein by reference and made a part hereof.

Pipeline shall not be obligated to, but may at its discretion, receive at any Point of Receipt on any Day a Quantity of Gas in excess of the applicable Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall not receive in the aggregate at all Points of Receipt on any Day a Quantity of Gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall not be obligated to, but may at its discretion, deliver at any Point of Delivery on any Day a Quantity of Gas in excess of the applicable Maximum Daily Delivery Obligation (MDDO), but shall not deliver in the aggregate at all Points of Delivery on any Day a Quantity of Gas in excess of the applicable MDQ.

3. This Agreement shall be effective on November 1, 2011 and shall continue for a term ending on and including the last gas day of the tenth(10th) year following the Service Commencement Date as that term is defined in the Precedent Agreement ("Primary Term") and subject to Customer providing Pipeline with a written notice on or before the ninth (9th) anniversary of the Service Commencement Date, Customer shall have the right to extend the term after the end of the Primary Term by an additional five (5) years (‘Extended Primary Term”), and this Agreement shall remain in force from year to year thereafter unless terminated by either party upon one (1) year written notice prior to the end of the Primary Term or Extended Primary Term, as applicable, or any successive term thereafter. This Agreement may be terminated at any time by Pipeline in the event Customer fails to pay part or all of the amount of any bill for service hereunder and such failure continues for thirty (30) days after payment is due; provided, Pipeline gives thirty (30) days prior written notice to Customer of such termination and provided further such termination shall not be effective if, prior to the date of termination, Customer either pays such outstanding bill or furnishes a good and sufficient surety bond or other form of security reasonably acceptable to Pipeline guaranteeing payment to Pipeline of such outstanding bill. Any portions of this Agreement necessary to correct or cash-out imbalances under this Agreement as required by the General Terms and Conditions of Pipeline's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished.

The parties agree that this Agreement qualifies as a "ROFR Agreement" as defined in the General Terms and Conditions of Pipeline's Tariff, and therefore, the provision of a termination notice by either Customer or Pipeline or the expiration of this Agreement of its own terms triggers Customer’s right of first refusal under Section 3.13 of the General Terms and Conditions of Pipeline’s Gas Tariff.

4. Maximum rates, charges, and fees shall be applicable to service pursuant to this Agreement except during the specified term of a discounted rate or a Negotiated Rate to which Customer and Pipeline have agreed. Provisions governing such discounted rate shall be as specified in the Discount Confirmation to this Agreement. Provisions governing such Negotiated Rate and term shall be as specified on an appropriate Statement of Negotiated Rates filed, with the consent of Customer, as part of Pipeline's Tariff. It is further agreed that Pipeline may seek authorization from the Commission and/or other appropriate body at any time and from time to time to change any rates,

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Summary of Comments on Service Agreement for 910882Page: 1

Number: 1 Author: #1. (9 chars) Inserted Date: 10/18/2011 11:04:45 AM 910882-R1 Number: 2 Author: #2. (23 chars) Inserted Date: 10/18/2011 11:04:45 AM CONOCOPHILLIPS COMPANY Number: 3 Author: #3. (395 chars) Changed From Date: 10/18/2011 11:04:45 AM [this and an additional clause(s) may be included to describe the historical or factual context of the Agreement, to describe or identify a precedent agreement, and any other agreements if applicable, between Pipeline and Customer related to the Agreement, and/or to describe or define the facilities necessary to provide service under the Agreement, and will not include binding consideration.] Number: 4 Author: #4. (240 chars) Changed From Date: 10/18/2011 11:04:45 AM [In the event that a precedent agreement for a new or an expansion project contains credit provisions applicable to Customer's capacity related to such project, the following language shall be included in Customer's Service Agreement: "The Number: 5 Author: #5. (14 chars) Changed From Date: 10/18/2011 11:04:45 AM _____________ Number: 6 Author: #6. (13 chars) Changed From Date: 10/18/2011 11:04:45 AM Agreement. "] Number: 7 Author: #7. (412 chars) Changed From Date: 10/18/2011 11:04:45 AM _______________ [this blank may include a date certain, a date either earlier or later than a specified date certain based on the completion of construction of facilities necessary to provide service under the Agreement, a date set forth in or established by a relevant order from the Federal Energy Regulatory Commission or a commencement date as defined in a precedent agreement between Customer and Pipeline] Number: 8 Author: #8. (83 chars) Changed From Date: 10/18/2011 11:04:45 AM _______________ [or, when applicable, shall continue for a term of _______ years"] Number: 9 Author: #9. (311 chars) Inserted Date: 10/18/2011 11:04:45 AM subject to Customer providing Pipeline with a written notice on or before the ninth (9th) anniversary of the Service Commencement Date, Customer shall have the right to extend the term after the end of the Primary Term by an additional five (5) years (‘[x2018]Extended Primary Term”[x201d]), and this Agreement Number: 10 Author: #10. (17 chars) Changed From Date: 10/18/2011 11:04:45 AM __________ prior Number: 11 Author: #11. (416 chars) Deleted Date: 10/18/2011 11:04:45 AM [at least one (1) year prior notice for Long-Term Service Agreements, with the exception that, for Service Agreements with a Primary Term of exactly one (1) year, the notice must be submitted within ten (10) Business Days of the beginning of the Primary Term of the Service Agreement, and at least one (1) year for subsequent notices for such Service Agreement; mutually agreeable for Short-Term Service Agreements] Number: 12 Author: #12. (41 chars) Inserted Date: 10/18/2011 11:04:45 AM Extended Primary Term, as applicable, or Number: 13 Author: #13. (9 chars) Changed From Date: 10/18/2011 11:04:45 AM thereof. Number: 14 Author: #14. (3 chars) Changed From Date: 10/18/2011 11:04:45 AM If Number: 15 Author: #15. (15 chars) Inserted Date: 10/18/2011 11:04:45 AM and therefore, Number: 16 Author: #16. (97 chars) Changed From Date: 10/18/2011 11:04:45 AM Pipeline, pursuant to this article 3, a notice of partial reduction in MDQ pursuant to Exhibit D Number: 17 Author: #17. (11 chars) Changed From Date: 10/18/2011 11:04:45 AM Customer's Number: 18 Author: #18. (11 chars) Changed From Date: 10/18/2011 11:04:45 AM Pipeline's Number: 19 Author: #19. (11 chars) Inserted Date: 10/18/2011 11:04:46 AM Page 1 of 2

charges or other provisions in the applicable Rate Schedule and General Terms and Conditions of Pipeline's Tariff, and Pipeline shall have the right to place such changes in effect in accordance with the Natural Gas Act. Notwithstanding the foregoing, Customer does not agree that Pipeline shall have the unilateral right without the consent of Customer subsequent to the execution of this Agreement and Pipeline shall not have the right during the effectiveness of this Agreement to make any filings pursuant to Section 4 of the Natural Gas Act to change the MDQ, the term of the agreement, the Point(s) of Receipt, the Point(s) of Delivery, or the firm character of the service hereunder. Nothing contained herein shall be construed to deny Customer any rights it may have under the Natural Gas Act, including the right to participate fully in rate or other proceedings by intervention or otherwise to contest such changes in whole or in part.

5. All Natural Gas tendered to Pipeline for Customer's account shall conform to the quality specifications set forth in Section 5 of Pipeline's General Terms and Conditions. Customer agrees that in the event Customer tenders for service hereunder and Pipeline agrees to accept Natural Gas which does not comply with Pipeline's quality specifications, as expressly provided for in Section 5 of Pipeline's General Terms and Conditions, Customer shall pay all costs associated with processing of such Gas as necessary to comply with such quality specifications. Customer shall execute or cause its supplier to execute, if such supplier has retained processing rights to the Gas delivered to Customer, the appropriate agreements prior to the commencement of service for the transportation and processing of any liquefiable hydrocarbons and any PVR quantities associated with the processing of Gas received by Pipeline at the Point(s) of Receipt under such Customer's service agreement. In addition, subject to the execution of appropriate agreements, Pipeline is willing to transport liquids associated with the Gas produced and tendered for transportation hereunder.

6. Unless otherwise required in the Tariff, all notices shall be in writing and shall be considered duly delivered when mailed to the applicable address below or transmitted via facsimile. Customer or Pipeline may change the addresses or other information below by written notice to the other without the necessity of amending this Agreement:

Pipeline: TEXAS EASTERN TRANSMISSION, LP5400 WESTHEIMER COURTHOUSTON, TX 77056-5310

Customer: CONOCOPHILLIPS COMPANY600 N. Dairy AshfordHouston, TX 77079

7. The interpretation and performance of this Agreement shall be in accordance with the laws of the state of DELAWARE, excluding conflicts of law principles that would require the application of the laws of a different jurisdiction.

8. This Agreement supersedes and cancels, as of the effective date of this Agreement, the contract(s) between the parties hereto as described below:

None

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective Officers and/or Representatives thereunto duly authorized to be effective as of the date stated above.

CONOCOPHILLIPS COMPANY TEXAS EASTERN TRANSMISSION, LPby its General Partner Spectra Energy Transmission Services, LLC

By: _____________________ By: _____________________

Contract No.: 910882-R1

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Contract No.: 910882-R1

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Number: 1 Author: #25. (113 chars) Inserted Date: 10/18/2011 11:04:46 AM Contract No.: 910882-R1 Page 2 of 2 Legal Approved by MFC, Asset Planning Approved by JDH, Credit Approved by HVP Number: 2 Author: #20. (75 chars) Inserted Date: 10/18/2011 11:04:46 AM TEXAS EASTERN TRANSMISSION, LP 5400 WESTHEIMER COURT HOUSTON, TX 77056-5310 Number: 3 Author: #21. (61 chars) Inserted Date: 10/18/2011 11:04:46 AM CONOCOPHILLIPS COMPANY 600 N. Dairy Ashford Houston, TX 77079 Number: 4 Author: #22. (22 chars) Changed From Date: 10/18/2011 11:04:46 AM ____________________, Number: 5 Author: #23. (36 chars) Changed From Date: 10/18/2011 11:04:46 AM [None or an appropriate description] Number: 6 Author: #24. (23 chars) Inserted Date: 10/18/2011 11:04:46 AM CONOCOPHILLIPS COMPANY

EXHIBIT ATRANSPORTATION PATHS FOR BILLING PURPOSES

DATED _____________________TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1BETWEEN TEXAS EASTERN TRANSMISSION, LP ("Pipeline")

AND CONOCOPHILLIPS COMPANY ("Customer")DATED _____________________

(1) Customer's firm Point(s) of Receipt:.

PointofReceipt Description

Maximum DailyReceipt Obligation

(plus ApplicableShrinkage)

(dth)

MeasurementResponsibilities Owner Operator

73580 KINDER MORGAN REX CLARINGTON, MONROE CO., OHIO.MONROE CO., OH

50,000 TX EAST TRAN ROCKIES EXPR ROCKIES EXPR

(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL"). Customer hereby agrees that Pipeline's MRPL as revised and published by Pipeline from time to time is incorporated herein by reference.

Customer hereby agrees to comply with the Receipt Pressure Obligation as set forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s) of Receipt.

Transportation Path Transportation Path QuantityM2 to M3 50,000

SIGNED FOR IDENTIFICATION: PIPELINE: _______________________________________ CUSTOMER: ________________________________________ SUPERSEDES EXHIBIT A DATED N/A

Contract No.: 910882-R1A1Page 1 of 1


Contract No.: 910882-R1A1Page 1 of 1


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Number: 1 Author: #1. (24 chars) Changed From Date: 10/18/2011 11:04:46 AM ________________________ Number: 2 Author: #2. (114 chars) Inserted Date: 10/18/2011 11:04:46 AM 73580 KINDER MORGAN REX CLARINGTON, MONROE CO., OHIO. MONROE CO., OH 50,000 TX EAST TRAN ROCKIES EXPR ROCKIES EXPR Number: 3 Author: #3. (278 chars) Changed From Date: 10/18/2011 11:04:46 AM [NOTICE: The Maximum Daily Receipt Obligation at any Point of Receipt may also be further limited by a specified aggregate MDRO ("AMDRO"), as applicable, where the same Point(s) of Receipt is(are) reflected as a Point of Receipt on one or more of Customer's Service Agreements.] Number: 4 Author: #4. (21 chars) Changed From Date: 10/18/2011 11:04:46 AM _____________________

EXHIBIT BPOINT(S) OF DELIVERY



Delivery PressureObligation

PointofDelivery Description

Maximum DailyDelivery

Obligation(dth)

MeasurementResponsibilities Owner Operator

AT SUCH PRESSURE AVAILABLE IN PIPELINE'S FACILITIES AT THE POINT OF DELIVERY NOT TO EXCEED THE MAXIMUM ALLOWABLE OPERATING PRESSURE OF TRANSCO SYSTEM (780 PSIG)

73703 WILLIAMS-TRANSCO, LOWER CHANCEFORD-YORK CO., PA.YORK CO., PA

50,000 TRANSCO PL TRANSCO PL TRANSCO PL

SIGNED FOR IDENTIFICATION:

PIPELINE: _______________________________________

CUSTOMER: ________________________________________

SUPERSEDES EXHIBIT B DATED N/A

Contract No.: 910882-R1B1Page 1 of 1


Contract No.: 910882-R1B1Page 1 of 1


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Number: 1 Author: #1. (24 chars) Changed From Date: 10/18/2011 11:04:46 AM ________________________ Number: 2 Author: #2. (28 chars) Inserted Date: 10/18/2011 11:04:46 AM Delivery Pressure Obligation Number: 3 Author: #3. (60 chars) Deleted Date: 10/18/2011 11:04:46 AM [Maximum Hourly Quantity] (dth) Delivery Pressure Obligation Number: 4 Author: #4. (610 chars) Changed From Date: 10/18/2011 11:04:46 AM [NOTICE: [NOTICE: The Maximum Daily Delivery Obligation ("MDDO") at any Point of Delivery may also be further limited by a specified aggregate MDDO ("AMDDO"), as applicable, where the same Point(s) of Delivery is(are) reflected as a Point of Delivery on one or more of Customer's Service Agreements.] In the event that Customer and Pipeline have reached an agreement for an MHQ at a Point of Delivery under Customer[xdbc0][xdc00]s Service Agreement, the column heading Maximum Hourly Quantity will be included in Exhibit B to Customer[xdbc0][xdc00]s Service Agreement, followed by Customer[xdbc0][xdc00]s MHQ.] Number: 5 Author: #5. (21 chars) Changed From Date: 10/18/2011 11:04:46 AM _____________________

EXHIBIT CZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY



ZONE BOUNDARY ENTRY QUANTITYDth/D

TOFROM M1-24 M1-30 M2-24 M2-30 M2 M3

ETX

ELA

M1-24

M1-30

M2-24

M2-30

M2 50,000

M3

Contract No.: 910882-R1C1Page 1 of 2 Contract No.: 910882-R1C1Page 1 of 2

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Number: 1 Author: #1. (7 chars) Changed From Date: 10/18/2011 11:04:47 AM EXHIBIT Number: 2 Author: #2. (24 chars) Changed From Date: 10/18/2011 11:04:47 AM ________________________ Number: 3 Author: #3. (2 chars) Changed From Date: 10/18/2011 11:04:47 AM M3

EXHIBIT CZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY

ZONE BOUNDARY EXIT QUANTITYDth/D

TO

FROM M2-24 M2-30 M2 M3M1-24 M1-30

M1-24

M1-30

M2-24

M2-30

M2 50,000

M3

SIGNED FOR IDENTIFICATION:

PIPELINE: _______________________________________

CUSTOMER: ________________________________________

SUPERSEDES EXHIBIT C DATED N/A

Contract No.: 910882-R1C1Page 2 of 2


Contract No.: 910882-R1C1Page 2 of 2


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Number: 1 Author: #4. (6 chars) Inserted Date: 10/18/2011 11:04:47 AM 50,000 Number: 2 Author: #5. (21 chars) Changed From Date: 10/18/2011 11:04:47 AM _____________________

EXHIBIT DTRANSPORTATION QUANTITIES



MAXIMUM DAILY QUANTITY (MDQ): 50,000 DthDth Period

PARTIAL QUANTITY REDUCTION RIGHTS: Customer elects to partially reduce Customer's Maximum Daily Quantity by N/A Dth as of N/A, or any subsequent anniversary date, upon providing N/A year(s) prior written notice to Pipeline.

Pipeline and Customer agree that, if this Agreement qualifies as a "ROFR Agreement", (i) the foregoing contractual right to partially reduce Customer's MDQ is in addition to and not in lieu of any ROFR right to reduce Customer's MDQ on a non-geographic basis upon termination or expiration of this service agreement and (ii) only the partial reduction pursuant to the foregoing contractual right to partially reduce Customer's MDQ is subject to the ROFR procedures specified in the General Terms and Conditions of Pipeline's Tariff and Customer may retain the balance of the MDQ without being subject to the ROFR procedures.

PIPELINE: _______________________________________

CUSTOMER: ________________________________________

SUPERSEDES EXHIBIT D DATED N/A

Contract No.: 910882-R1D1Page 1 of 1


Contract No.: 910882-R1D1Page 1 of 1


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Number: 1 Author: #1. (24 chars) Changed From Date: 10/18/2011 11:04:47 AM ________________________ Number: 2 Author: #2. (7 chars) Inserted Date: 10/18/2011 11:04:47 AM 50,000 Number: 3 Author: #3. (15 chars) Changed From Date: 10/18/2011 11:04:47 AM ______________ Number: 4 Author: #4. (16 chars) Changed From Date: 10/18/2011 11:04:47 AM ______________, Number: 5 Author: #5. (101 chars) Changed From Date: 10/18/2011 11:04:47 AM ____ [Notice period to be not less than the notice period required to terminate the entire contract] Number: 6 Author: #6. (21 chars) Changed From Date: 10/18/2011 11:04:47 AM _____________________

APPENDIX B

Negotiated Rate Agreements

SPECTRA ENERGY CORP 5400 Westhelmer Court Houston. TX 77056-5310

713.627.5400 main

October 13,2011

Mailing Address: P.O. Box 1642 Houston. TX 77251-1642

ConocoPhillips Company 600 N. Dairy Ashford Houston, Texas 77079 Attn: Ms. Maria Schick

spect~ Energy.

Re: Rate Schedule FT-I Service Agreement between Texas Eastern and Customer (Contract No. 910662, as amended and/or restated) ("Service Agreement") - Negotiated Rate

Dear Maria:

By this transmittal letter, Texas Eastern Transmission, LP ("Texas Eastern") and ConocoPhillips Company ("Customer") are implementing a negotiated rate applicable to service under the Service Agreement. This Negotiated Rate Agreement supersedes and replaces the prior Negotiated Rate Agreements dated May 18, 2009, October 15, 2010, and August 23, 2011 between Texas Eastern and Customer.

Texas Eastern 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 Texas Eastern and Customer, Texas Eastern shall file the Statement of Negotiated Rates with the Commission containing rate-related provisions identical to those provisions on the attached pro forma Statement of Negotiated Rates in accordance with Section 29.7 of the General Terms and Conditions of the Texas Eastern tariff.

If the foregoing accurately sets forth your understanding of the matter covered 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.

ACCEPTED AND AGREED TO THIs I2. DAYOF cc...T: 2011

~&iW Name: Bill Bullock Title: President Global Gas & Power

www.spectraenergy.com

Sincerely,

Texas Eastern Transmission, LP By its General Partner Spectra E ergy Tr smission Services, LLC

Pro Forma Statement of Negotiated Rates ConocoPhillips - Contract 910662

STATEMENT OF NEGOTIATED RATES 1/21



Term of Negotiated Rate: The term of this negotiated rate commences on November I, 20 II and continues for the Primary Term or Extended Primary Term, as applicable (as such terms are defined in Contract No. 910662.

Rate Schedule: FT-I (TEMAX Project Facilities)

MDQ: 345,000 Dthld

Reservation Rate: Customer shall pay a negotiated reservation rate of$14.4674 per Dth, per month ("Negotiated Reservation Rate") of Customer's MDQ under Contract No. 910662 during the Primary Term thereof; provided, to the extent that Contract No. 910662 continues for the Extended Primary Term, Customer shall pay a Negotiated Reservation Rate of $12.9465 per Dth, per month of Customer's MDQ under Contract No. 910662 for the five-year period immediately following the Primary Term.

Usage Rate:

During the Primary Term and, if Contract No. 910662 continues for the Extended Primary Term, for the five-year period immediately following the Primary Term the usage rates shall be determined as follows:

A. At any time and from time to time during the term ofthis negotiated rate that there is a "Remaining MDRO" (as defined below) greater than zero at the REX Interconnect (defined below), the following shall apply:

1. For purposes of this negotiated rate agreement only the following definitions shall apply:

(a) The term "Primary Path" shall mean the path from the REX Interconnect (as a Point of Receipt) to the interconnection between Pipeline's system and Transcontinental Gas Pipe Line Company, LLC's system in Delta, Pennsylvania (as a Point of Delivery).

(b) The term "Forwardhaul" or "Downstream" shall mean the same direction of flow as the flow contemplated by the Primary Path.

(c) The term "Backhaul" shall mean the direction of flow that is opposite from the flow contemplated by the Primary Path.


(d) The term "Remaining MORO" shall mean the quantity equal to the difference at any time between (i) the MORO under Contract No. 910662 at the REX Interconnect prior to any release of capacity by Customer under Contract No. 910662 pursuant to Section 3.14 of the General Terms and Conditions of Texas Eastern's FERC Gas Tariff ("GT&C"), and (ii) any quantity of capacity released at such time by Customer under Contract No. 910662 pursuant to Section 3.14 of the GT&C on the Forwardhaul segment of mainline capacity extending from the REX Interconnect to the first Point of Receipt, Point of Delivery or compressor station located Downstream of the REX Interconnect (for clarity, the term "Remaining MDRO," as used herein, and the term "Net MDRO," as used in Pipeline's LINK® system, have different meanings and are intended to be utilized for different purposes).

2. With respect to service, up to a delivered quantity equal to the applicable Remaining MDRO, from a Primary Receipt Point (up to the applicable MDRO) to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-I charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the maximum applicable Rate Schedule IT-I (TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also pay a negotiated Applicable Shrinkage ("ASA") charge of 1.2%; however, the applicable Annual Charge Adjustment ("ACA") charge and other charges/surcharges applicable to Customer's Contract No. 910662 under Rate Schedule IT-I will not be assessed.

3. With respect to Backhaul service, up to a delivered quantity equal to the applicable Remaining MDRO, from a Secondary Receipt Point located in the Primary Path to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-I charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the maximum applicable Rate Schedule IT-I (TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also pay a negotiated ASA charge of 1.2%; however, the applicable ACA charge and other charges / surcharges applicable to Customer's Contract No. 910662 under Rate Schedule IT-I will not be assessed.

4. Notwithstanding anything to the contrary in this "Usage Rate" section, the delivered quantity eligible to receive the negotiated usage rates and ASA charges contemplated in Sections A.2 and A.3 above is limited in the aggregate on any given Day across all nominations on Contract 910662 to a delivered quantity equal to the Remaining MORO held at the applicable time under Contract No. 910662.

B. In lieu of the rates and charges set forth in Section A above, with respect to service not meeting the criteria of Sections A.2 or A.3 above, as capped pursuant to Section A.4 above, the following system rates will apply: The usage rate shall be a negotiated rate equal to the


maximum applicable system Usage-I charge under Texas Eastern's Rate Schedule FT-I multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day and the maximum applicable Rate Schedule FT -I (TEMAX Project Facilities) recourse Usage-2 charge multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day that qualifies under Texas Eastern's Rate Schedule FT -I for the Usage-2 charge, and Customer shall also pay the applicable system ACA charge under Texas Eastern's Rate Schedule FT-I, and a negotiated ASA charge equal to the applicable system ASA charge under Texas Eastern's Rate Schedule FT-I (as calculated based upon the Commission approved ASA methodology and/or application of any Commission approved tracking mechanism) and other surcharges applicable to Customer's Contract No. 910662.

C. Notwithstanding anything in this negotiated rate agreement to the contrary, in the event that Customer desires transportation under the Service Agreement on any facilities or to or from any points related to incremental projects placed into service after the date hereof, such service shall be available to Customer on a not unduly discriminatory basis, to the extent, but not otherwise, that Customer elects to pay the maximum applicable incremental recourse rate charges, access charge(s), surcharge(s) and fuel which apply to service on such facilities or to or from such points.

D. The negotiated usage and fuel rates set forth in this "Usage Rate" section shall apply in their entirety to any replacement customer pursuant to a release of all or a portion of the Primary Path subscribed under Contract No. 910662 pursuant to Section 3.14 of the GT&C, if such replacement customer elects to pay such negotiated usage and fuel rates in lieu of the applicable recourse Rate Schedule FT-I (TEMAX Project Facilities) usage and fuel rates.

Primary Receipt Point: Interconnect between Rockies Express Pipeline LLC and Pipeline's system in Clarington, OH ("REX Interconnect") (MDRO - 345,000 Dth/d) M&R 73580; the interconnect between Steckman Ridge, LP and Pipeline's system in Bedford County, PA (MDRO - 50,000 Dth/d) M&R 75605.

Primary Delivery Point: Interconnect between Transcontinental Gas Pipe Line Company, LLC and Pipeline's system in Delta, PA (MODO - 345,000 Dth/d) M&R 73703 and the interconnect between Steckman Ridge, LP and Pipeline's system in Bedford County, PA (MDDO - 50,000 Dth/d) M&R 75605.

Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated on Texas Eastern's currently effective Statement of Rates for Rate Schedule FT -I (TEMAX Project Facilities).

11 This negotiated rate agreement is part of a non-conforming Service Agreement.


21 This negotiated rate shall apply only to service under Contract No. 910662, and using the points designated herein and secondary points in Zone M2 and M3; provided, if Customer changes its primary points listed above (or the MOROs or MDDOs associated with such points) pursuant to the provisions of Pipeline's FERC Gas Tariff, Pipeline shall have the option to terminate this negotiated rate by providing Customer with written notice of Pipeline's intent to terminate the negotiated rate and, in such case, this negotiated rate shall terminate and Pipeline's maximum recourse rates referenced above for service under Rate Schedule FT-l (TEMAX Project Facilities) shall apply for the remaining term of the Service Agreement, unless and until otherwise agreed in writing between Customer and Pipeline; provided, further that following the term of this negotiated rate as such term is described above, Pipeline's maximum recourse rates referenced above for service under Rate Schedule FT-l (TEMAX Project Facilities) shall apply for any remaining term under the Service Agreement.

SPECTRA ENERGY CORP 5400 Westhelmer Court Houston, TX 77056-5310

713.627.5400 main

October 13, 20 II

Mailing Address: P.O. Box 1642 Houston, TX 77251-1642

ConocoPhillips Company 600 N. Dairy Ashford Houston, Texas 77079 Attn: Ms, Maria Schick

Spectii) Energy.

Re: Rate Schedule FT-I Service Agreement between Texas Eastern and Customer (Contract No, 910882), as amended and/or restated ("Service Agreement") - Negotiated Rate

Dear Maria:

By this transmittal letter, Texas Eastern Transmission, LP ("Texas Eastern") and ConocoPhillips Company ("Customer") are implementing a negotiated rate applicable to service under the Service Agreement.

Texas Eastern 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 Texas Eastern and Customer, Texas Eastern shall file the Statement of Negotiated Rates with the Commission containing rate-related provisions identical to those provisions on the attached pro forma Statement of Negotiated Rates in accordance with Section 29.7 of the General Terms and Conditions ofthe Texas Eastern tariff.

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

ACCEPTED AND AGREED TO THIS !iDAYOF Oc..T. 2011

co~~# Name: Bill Bullock Title: President Global Gas & Power

www.spectraenergy.com

Sincerely,

Texas Eastern Transmission, LP By its Gene Partner Spec a Transmission Services, LLC

Customer Name:


STATEMENT OF NEGOTIATED RATES 1121

ConocoPhillips Company


Term of Negotiated Rate: The tenn of this negotiated rate commences on November I, 20 II and continues for the Primary Tenn or Extended Primary Tenn, as applicable (as such tenns are defined in Contract No. 910882).

Rate Scbedule: IT-I (TEMAX Project Facilities)

MDQ: 50,000 Dthld

Reservation Rate: Customer shall pay a negotiated reservation rate of $14.4674 per Dth, per month ("Negotiated Reservation Rate") of Customer's MDQ under Contract No. 910882 during the Primary Tenn thereof; provided, to the extent that Contract No. 910882 continues for the Extended Primary Tenn, Customer shall pay a Negotiated Reservation Rate of $12.9465 per Dth, per month of Customer's MDQ under Contract No. 910882 for the five-year period immediately following the Primary Tenn.

Usage Rate:

During the Primary Term and, if Contract No. 910882 continues for the Extended Primary Term, for the five-year period immediately following the Primary Term the usage rates shall be determined as follows:

A. At any time and from time to time during the tenn of this negotiated rate that there is a "Remaining MDRO" (as defined below) greater than zero at the REX Interconnect (defined below), the following shall apply:

I. For purposes of this negotiated rate agreement only the following definitions shall apply:

(a) The tenn "Primary Path" shall mean the path from the REX Interconnect (as a Point of Receipt) to the interconnection between Pipeline's system and Transcontinental Gas Pipe Line Company, LLC's system in Delta, Pennsylvania (as a Point of Delivery).

(b) The tenn "Forwardhaul" or "Downstream" shall mean the same direction of flow as the flow contemplated by the Primary Path.

(c) The tenn "Backhaul" shall mean the direction of flow that is opposite from the flow contemplated by the Primary Path.


(d) The term "Remaining MDRO" shall mean the quantity equal to the difference at any time between (i) the MDRO under Contract No. 910882 at the REX Interconnect prior to any release of capacity by Customer under Contract No. 910882 pursuant to Section 3.14 of the General Terms and Conditions of Texas Eastern's FERC Gas Tariff ("GT&C"), and (ii) any quantity of capacity released at such time by Customer under Contract No. 910882 pursuant to Section 3.14 of the GT&C on the Forwardhaul segment of mainline capacity extending from the REX Interconnect to the first Point of Receipt, Point of Delivery or compressor station located Downstream of the REX Interconnect (for clarity, the term "Remaining MDRO," as used herein, and the term "Net MDRO," as used in Pipeline's LINK® system, have different meanings and are intended to be utilized for different purposes).

2. With respect to service, up to a delivered quantity equal to the applicable Remaining MDRO, from a Primary Receipt Point (up to the applicable MDRO) to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-I charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the maximum applicable Rate Schedule FT-I (TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also pay a negotiated Applicable Shrinkage ("ASA") charge of 1.2%; however, the applicable Annual Charge Adjustment ("ACA") charge and other charges/surcharges applicable to Customer's Contract No. 910882 under Rate Schedule FT -I will not be assessed.

3. With respect to Forwardhaul service, up to the applicable Remaining MDRO, from a Secondary Receipt Point located in the Primary Path to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-I charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the maximum applicable Rate Schedule FT -I (TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also pay a negotiated ASA charge of 1.2%; however, the applicable ACA charge and other charges / surcharges applicable to Customer's Contract No. 910882 under Rate Schedule FT-I will not be assessed.

4. With respect to Backhaul service, up to a delivered quantity equal to the applicable Remaining MDRO, from a Secondary Receipt Point located in the Primary Path to a Primary or Secondary Delivery Point in Zone M2 or M3, the Usage-I charge shall be $0.00 / Dth delivered, the Usage-2 charge will be the maximum applicable Rate Schedule FT-I (TEMAX Project Facilities) recourse Usage-2 charge, and Customer shall also pay a negotiated ASA charge of 1.2%; however, the applicable ACA charge and other charges / surcharges applicable to Customer's Contract No. 910882 under Rate Schedule FT-I will not be assessed.


5. Notwithstanding anything to the contrary in this "Usage Rate" section the delivered quantity eligible to receive the negotiated usage rates and ASA charges contemplated in Sections A.2, A.3, and AA above is limited in the aggregate on any given Day across all nominations on Contract 910882 to a delivered quantity equal to the Remaining MORO held at the applicable time under Contract No. 910882.

B. In lieu of the rates and charges set forth in Section A above, with respect to service not meeting the criteria of Sections A.2, A.3, or A.4 above, as capped pursuant to Section A.5 above, the following system rates will apply: The usage rate shall be a negotiated rate equal to the maximum applicable system Usage-I charge under Texas Eastern's Rate Schedule FT-I multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day and the maximum applicable Rate Schedule FT -I (TEMAX Project Facilities) recourse Usage-2 charge multiplied by the quantity of gas, in Dekatherms, delivered during the applicable Day that qualifies under Texas Eastern's Rate Schedule FT -I for the Usage-2 charge, and Customer shall also pay the applicable system ACA charge under Texas Eastern's Rate Schedule FT -I, and a negotiated ASA charge equal to the applicable system ASA charge under Texas Eastern's Rate Schedule FT-I (as calculated based upon the Commission approved ASA methodology and/or application of any Commission approved tracking mechanism) and other surcharges applicable to Customer's Contract No. 910882.

C. Notwithstanding anything in this negotiated rate agreement to the contrary, in the event that Customer desires transportation under the Service Agreement on any facilities or to or from any points related to incremental projects placed into service after the date hereof, such service shall be available to Customer on a not unduly discriminatory basis, to the extent, but not otherwise, that Customer elects to pay the maximum applicable incremental recourse rate charges, access charge(s), surcharge(s) and fuel which apply to service on such facilities or to or from such points.

D. The negotiated usage and fuel rates set forth in this "Usage Rate" section shall apply in their entirety to any replacement customer pursuant to a release of all or a portion of the Primary Path subscribed under Contract No. 910882 pursuant to Section 3.14 of the GT&C, if such replacement customer elects to pay such negotiated usage and fuel rates in lieu of the applicable recourse Rate Schedule FT-l (TEMAX Project Facilities) usage and fuel rates.

Primary Receipt Point: Interconnect between Rockies Express Pipeline LLC and Pipeline's system in Clarington, OH ("REX Interconnect") (MORO - 50,000 Dth/d) M&R 73580.

Primary Delivery Point: Interconnect between Transcontinental Gas Pipe Line Company, LLC and Pipeline's system in Delta, PA (MDDO - 50,000 Dth/d) M&R 73703.


R~ourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated on Texas Eastern's currently effective Statement of Rates for Rate Schedule FT-I (TEMAX Project Facilities).


2/ This negotiated rate shall apply only to service under Contract No. 910882, and using the points designated herein and secondary points in Zone M2 and M3; provided, if Customer changes its primary points listed above (or the MOROs or MDDOs associated with such points) pursuant to the provisions of Pipeline's FERC Gas Tariff, Pipeline shall have the option to terminate this negotiated rate by providing Customer with written notice of Pipeline's intent to terminate the negotiated rate and, in such case, this negotiated rate shall terminate and Pipeline's maximum recourse rates referenced above for service under Rate Schedule FT-I (TEMAX Project Facilities) shall apply for the remaining term of the Service Agreement, unless and until otherwise agreed in writing between Customer and Pipeline; provided, further that following the term of this negotiated rate as such term is described above, Pipeline's maximum recourse rates referenced above for service under Rate Schedule FT-I (TEMAX Project Facilities) shall apply for any remaining term under the Service Agreement.

APPENDIX C

Service Agreement

Date: IO/tt/1I SERVICE AGREEMENT

FOR RATE SCHEDULE FT-l

Contract No. 910882-Rl

SERVICE AGREEMENT

This AGREEMENT is entered into by and between Texas Eastem Transmission, LP,("Pipellne") and CONOCOPHILLIPS COMPANY f'Custome~').

WHEREAS, Customer desires Pipeline to transport natural gas for Custome~s account on a firm basis pursuant to the terms and conditions of Pipeline's Rate Schedule FT-l; and

WHEREAS, Pipeline desires to Iransport natural gas for Custome~s account on a firm basis pursuant to the terms and conditions of Pipeline's Rate Schedule FT-l;

NOW THEREFORE, In consideration of the premises and of the mutual covenants herein contained, the parties do agree as follows:

1. Pipeline shall deliver and Customer shall lake and pay for service pursuant to the lerms of this Agreement and subject to Pipeline's Rate Schedule FT-! and the General Terms and Conditions of prpeline's Tariff, which are Incorporated herein by reference and made a part hereof. The credit requirements applicable to this Agreement are set forth in that certain Precedent Agreement dated June 5, 2008, as amended, between Texas Eastern and Customer related to this Agreement ("Precedent Agreement").

2. The Maximum Daily Quantity (MDQ) for service under this Agreement and any right to increase or decrease the MDQ during llie term of this Agreement are listed on Exhibit D attached hereto. The Point(s) of Receipt and Point(s) of Delivery ... respectively, are listed on Exhibits A and B attached herelo. Custome~s Zone Boundary Entry l.luantity and Zone Boundary Exit Quantity for each of Pipeline's Zones are specified on Exhiolt C attached hereto. Exhioit(s) A, B, C, and Dare incorporated herein by reference and made a part hereof.

Pipeline shall not be obligated to, but may at its discretion, receive at any Point of Receipt on any Day a Quantity of Gas in excess of the applicable Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall not receive in the aggregate at all Points of Receipt on any Day a Quantity of Gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall not be obligated to/ but may at its discretion, deliver at any Point of Delivery on any Day a Quantity of Gas in excess 0 the applicable Maximum Daily Delivery Obligation (MODO), but shall not deliver in the I aggregate at all Points of Delivery on any Day a Quantity of Gas In excess of the applicable MDQ.

M!''';'~.1:':z~~'t;:''''',4;...o;<C''''''~ :.;a:-Th;~~~t'''Si1C1a ii:rci7'8ffC!etl;'''6''tm~i·~O\ffimtrer''''1 ~;2C-'14~i1d:tshall·contiFluC\.fGi""a'~ermtendmg~vIT' aiicl .a-=- .-... ... ~=UJti.L.:!'~ ...

. -~~~. -~'-'--'--incIGOihirme 1liSlgascfay ofjne'te-nm(iO'")' yeiif'ibiloViln~jne"S'erVlce-COmmencemenrUate "as"tnai---'- _ ..... term is aefined in the Precedent Agreement C'Primaty !iferm") and subject to Customer providing Pipeline with a written notice on or before the ninth (9th) anniversary of llie Service Commencement Date, Customer shall have the right to extend the term after the end of the Primary Term by an addillonal five (5) years (,Extendec Primary Term"), and this Agreement shall remain in force from year to year thereafter unless terminated by either party upon one (1) year written notice prior to the end of the Primary Term or Extended Primary Term ... as applicable, or any successive term thereafter. This Agreement may be terminated at any time by t"ipeline in the event Customer fails to pay part or all of tfie amount of any bill for service hereunder and such failure continues for thirty (30) days after

r.ayment is due' provided, Pipeline gives thirty (30) days prior written notice to Customer of such ermlnation and' provided further such termination shall not be effective if prior to the date of

termination, Customer either pays such outstanding bill or fumishes a good and sufficient surety bond or other form of security reasonably acceptabre to Pipeline guaranteeing payment to Pipeline of such outstanding bill. Any portions of this Agreement necessary to correct or cash-out imbalances under this Agreement as required by the General Terms and Conditions of Pipeline's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished.

The parties agree that this Agreement qualifies as a "ROFR Agreemenf' as defined in the General Terms and Conditions of Pipeline's Tanff, and therefore, the provision of a termination notice by either Customer or Pipeline or Ihe expiration of this Agreement of its own terms triggers Customer's right of first refusal unaer Section 3.13 of the General Terms and Conditions of Pipeline's Gas Tariff.

4. Maximum rates, charges, and fees shall be applicable to service pursuant to this Agreement except during the speCified term of a discounted rate or a Negotiated Rate to which Customer and Pipeline have agreeCi. Provisions governing such discounted rate shall be as specified in the Discount Confirmation to this Agreement. Provisions governing such Negotiated Rate and term shall be as specified on an appropriate Statement of Negotiated Rates filec[, with the consent of Customer, as part of Pipeline's Tariff. It is further agreed that Pipeline may seek authorization from the Commission andlor other appropriate body at any time and from time to time to change any rates,

Page I of2

Contract No.: 910882-RI

charges or other provisions in the applicable Rate Schedule and General Terms and Conditions of Pipeline's Tariff, and Pipeline shall have the right to place such changes In effect in accordance with the Natural Gas Act. Notwithstanding the foregoing, Customer does not agree that Pipeline shall have the unilateral right without the consent of Customer subsequent to the execulion of this Agreement and Pipeline shall not have the right during the effectiveness of this Agreement to make any filings pursuant to Section 4 of the Natural Gas Act to change the MOO, the term of the agreement, the Point(s) of Receipt, the Point(s) of Delivery, or the firm character of the service hereunder. Nothing contained herein shall be construed to ceny Customer any rights it may have under the Natural Gas Act, including the right to participate funy in rate or other proceedings by intervention or otherwise to contest such changes in whole or in part.

5. All Natural Gas tendered to Pipeline for Customer's account shall conform to the quality specifications set forth in Section 5 of Pipeline's General Terms and Conditions. Customer agrees that in the event Customer tenders for service hereunder and Pipeline agrees to accept Natural Gas which does not cOlllply with Pipeline's quality specifications, as expressly provided for in Section 5 of Pipeline's General Terms and Conditions, Customer shall pay all costs associated with processing of such Gas as necessary to comply with such quality specifications. Customer shall execute or cause its supplier to execute, if such supplier has retained processing rights to the Gas delivered to Customer, the appropriate agreements prior to the commencement of service for the transportation and processing of any liquefiable hydrocarbons and any PVR quantities associated with the processing of Gas received by Pipeline at the Point(s) of Receipt under such Customer's service agreement In addition, subject to the execution of appropriate agreements, Pipeline is willing to transport liquids associated with the Gas produced and lendered forlransportatlon hereunder.

6. Unless otherwise required in the Tariffj

all notices shall be in writing and shall be considered duly delivered when mailed to the applicab e address below or transmitfed via facsimile. Customer or Pipeline may change the addresses or other information below by written notice to the other without the necessity of amending this Agreement:

Pipeline:

Customer:

TEXAS EASTERN TRANSMISSION, LP 5400 WESTHEIMER COURT HOUSTON, TX 77056-5310

CONOCOPHILLIPS COMPANY 600 N. Dairy Ashford Houston, TX 77079

"C' :J;~- 7 ~T,t·':=' ;·~.6'Cr."'6t ..... ~-;,",~ " ....... ' "''''.,.£'~~-~.--~,.,. ,..t; ~ ... :~ " .... ~~~····v· ... ·.4- ,.(.,-11 ,..- ~ ........ ,,"' ... .1_ ... ,....., •• ,;"' ... 101-,.., '''''" ..... . '''11 ...... ,.. . 'w:;.~ -';l,. u-I - ~ ... -, . ; . lie> II U !.:r' .""l, .... ! j " ... " .... · tJw, ....... ; ,1,;0, i","'~ ""i ~, lOw ''"'\~I;;;w,j , .... , •• ~ ... ,·.wt • ...... ,,., ' ................. .:.h ... .,;; - ... !; •• -; .. i .... i ... · ........ , ... ' 'w s: ~.

-----slate 'bf tJEi:A\lVARE "'exduding~coniiicis "6f iaw=p rirlcipies.:> ihai: ·wouid'"requii-e ""ti-le · appii~Odl'i-ofii)t::: .... -- ~.-- --- -.--laws of a different jurisdiction.

S. This Agreement supersedes and cancels, as of the effective date of this Agreement, the contract(s) between the parties hereto as described below:

None

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective Officers and/or Representatives thereunto duly authorizeCi to be effective as of the date stated above.

TRANSMISSION, LP rtner

oi'JCu .. LTransmission Services, LLC

By: -I.L-'+I~:----


Page 2 of2

EXHIBIT A TRANSPORTAT(cjN PfkHS FO~ILL'NG P,",RPOSES

V~rr? ~ V,f) 11 TO THE SERVICE AG!UEMENT UNDER RATE SCHEDULE FT·1 BETWEEN TEXAS Ei,'~TERN TRANSMISSION, LP iPipeline")

(1) Customer's finn Point(s) of Receipt:.

AND CONOCCl'~HILLIPS COMPANY LCu . MD/x,C 2..1 j 7..b

Point of Receipt Description

Maximum Daily Receipt Obligation

(plus Applicable Shrinkage)

(dth)


73580 KINDER MORGAN REX CLARINGTON, MONROE CO., OHIO. MONROE CO., OH

50,000 TXEASTTRAN ROCKIES EXPR ROCKIES EXPR

(2) Customer shall have Pipeline's Master Receipt Point List time to time is incorporated herein by reference.

·MKt' f.·d . Customer hereby agrees that Pipeline's MRPL as revised and published by Pipeline from

Customer hereby agrees to comply with the Receipt Pressure Oblig~tron as set forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s) of Receipt.

()tl

Transportation Path M2 to M3

SIGNED FOR In""T,,,,rl~ Tln.J·

PIPELINE: 7'1/'5'..-;":'': ;;>?/;A~....z

SUPERSEDES EXHIBIT Legal Approved by MFC, Asset Planning Approved

Transportai:lon Path Quantity , , 50,000

Page I of I Contract No.: 9 \0882-RIAI

TO THE SERVICE BETWI!EN TEXAS •• AND CONOCO.P"HIL':.'",crOMP~Y (-~usto!"er'1

Point of Delivery Description

Maximum Daily Delivery

Obligation (dth)

73703 W1LLlAMS-TRANSCO, LOWER CHANCEFORD-YORK CO., PA. YORK CO., PA

SIGNED FOR IDENf)lf~~N:

50,000

t) ~ CUSTOMER: = ,,""-''', • SUPERSED:S EX T~

Legal Approved by MFC, Asset Planning Approved by JDH, Credit Approved

Delivery Pressure Obligation


AT SUCH PRESSURE TRANSCO PL TRANSCO PL TRANSCO PL AVAILABLE IN PIPELINE'S FACILITIES AT THE POINT OF DELIVERY NOT TO EXCEED THE MAXIMUM ALLOWABLE OPERATING PRESSURE OF TRANSCO SYSTEM (780 PSIG)

Page I ofl Contract No.: 910882-RlBl

FROM

ETX

ELA

M1-24

M1-3D

M2-24

M2-30

M2

M3

I ~ i i ! EXHIBIT C

ZONE BOUNDARY ENTRYD~t~:TW&'li:OC'E/~w1yARY EXIT QUANTITY

TO THE SI!RVICE AG;~EMENT UNDER RATI! SCHEDULE FT-1 BETWEEN TEXAS ~~TI!RN TRANSMISSION, LP ("Pipeline")

M1-24

AND CONOC01~ILU* COMPANY ("Custome ... ) DA1fD t2c ~!?t,.. LI. 2.011

ZONE BJ,! NDARY I!NTRY Q: ANTITY I r Dth/D

IL '"

M1-30 ~

i r. , I , ~ ! ' -,

.. i ! ~

n. i e

.P.

I i, i b I~ fn H Ii ! i ! . II I ~. , . I

I U ; ~

TO

M2-24 M2-3D

Page I of2

M2 M3

50,000

Contract No.: 910882-RICI

J ;;

! ~ ! ,. EXHIBIT C

ZONE BOUNDARY ENTRY Cl:l1ANTITY AND ZONE BOUNDARY EXIT QUANTITY

Ir, ZONE'i OUNDARY EXIT QUANTITY

~ Dth/D ,

P t ",

I

l TO

FROM M1·24

M1·24

M1-3D

M2·24

M2-3D

M2

M3

SIGNED FOR IDENTIF¢J;~(

G M1·31 , ,) ,

I I [

I ~

, ,

.

I , i h

I , !

"

I ! t

PIPELINE: • •

Mlf CUSTOMER: ~ ~~ SUPERSEDES =- -.

u • L

, ,. Legal Approved by MFC. Asset Planning Approved by JOH. Credit Approved,by HVP

h

M2·24

Page 2 of2

M2·3D M2 M3

50,000

Conll'llctNo.: 910882·RICI

EXHIBIT D

TRANSPORT"'!9.~ ~!-,ANTITIES I DATED Alm!tifYJfJC, r " 1-0 I

TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT·1 BETWEEN TEXAS EASTERN TRANSMISSION, LP ("pIpeline")

AND CONOCOPHI4rlPS COMPANY ("Customer'") DATED V cm!x,. U / UI/

MAXIMUM DAILY QUANTITY (MOQ): 50,000 Dth

Dth Period

PARTIAL QUANTITY REDUCTION RIGHTS: Customer elects to partially reduce Custome~s Maximum Daily Quantity by N/A Oth as of N/A, or any subsequent anniversary date, upon providing N/A year(s) prior written notice to Pipeline.

Pipeline and Customer agree that, if this Agreement qualifies as a ·ROFR Agreement", (I) the foregoing contractual right to partially reduce Customer's MOQ is In addition to and not in lieu of any ROFR right to reduce Customer's MDQ on a non-geographic basis upon termination or expiration of this service agreement and (Ii) only the partial reduction pursuant to the foregoing contradual right to partially reduce Customer's MDQ is subject to the ROFR procedures specified In the General Terms and Conditions of Pipeline's Tariff and Customer may retain the balance of the MOQ without being subject to the ROFR procedures.

!

I ~::::;,;,:=-"::~~"":,,,"".::~::~:::::::::::,::,,..=~='=~~::':=:':'::.;;::.:.'::::'~::::::-~~':::'':'!:':-·'''~~'::'7~~'.~ i:

PIPELINE: ---:::--:;----Hr-t-=----

~ & SUPERSEDES EXHIBIT 0 DATED N/A

Legal Approved by MFC, Asset Planning Approved by mH, Credit Approved by HVP

Page I ofl

,

Contract No.: 910882-RlDl

CERTIFICATE OF SERVICE

I hereby certify that I have served the foregoing document upon all affected customers of

Texas Eastern Transmission, LP and interested state commissions.

Dated at Houston, Texas this 21st day of October, 2011.

/s/ Marcy L. McCain Marcy L. McCain On behalf of Texas Eastern Transmission, LP

october 21, 2011 federal energy regulatory...

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