Texas Eastern Transmission, LP Mailing Address: 5400 Westheimer Court P.O. Box 1642 Houston, Texas 77056 Houston, TX 77251-1642 713.627.5400 main March 29, 2018 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, NE Washington, DC 20426 Re: Texas Eastern Transmission, LP, Docket No. RP18- -000 Dear Ms. Bose: Pursuant to Section 4 of the Natural Gas Act 1 and Section 154.204 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, Statements of Negotiated Rates ( Statements of Negotiated Rates ), the tariff record listed in Appendix A to be effective on April 1, 2018. STATEMENT OF NATURE, REASONS AND BASIS On September 28, 2015, Texas Eastern submitted a filing to the Commission in Docket No. RP15-1300-000 to, inter alia, implement a negotiated rate transaction reflected in the Statement of Negotiated Rates for Contract No. 911041 with Chesapeake Energy Marketing, L.L.C. ( Chesapeake ) for firm transportation service under Rate Schedule FT-1, which was accepted for filing by the Commission. 3 Texas Eastern and Chesapeake have recently entered into an amended negotiated rate agreement consisting of a one-page letter agreement and a new Statement of Negotiated Rates for Chesapeake's Contract No. 911041 (see Appendix B) which commences on April 1, 2018 and continues through November 30, 2030, and year to year thereafter until Chesapeake s Contract No. 911041 is terminated in accordance with its terms. The one-page letter agreement has the sole purpose of indicating the parties agreement to the negotiated rate provisions on the Statement of Negotiated Rates attached to the letter agreement. This Statement of Negotiated Rates will supersede the currently effective Statement of Negotiated Rates for Chesapeake's Contract No. 911041. Texas Eastern submits herewith the proposed tariff record listed in Appendix A, to be effective April 1, 2018, to reflect the amended negotiated rate agreement containing provisions that are identical to the Statement of Negotiated Rates attached to the letter agreement. 1 2 3 15 U.S.C. 717c (2012). 18 C.F.R. Pt. 154.204 (2017). Texas Eastern Transmission, LP, Docket Nos. RP15-1299-000, RP15-1300-000, and RP15-1331-000 (issued October 28, 2015) (unpublished letter order).
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission March 29, 2018 Page 2 PROPOSED EFFECTIVE DATE Texas Eastern proposes that the tariff record filed herein becomes effective on April 1, 2018. 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 proposed tariff record filed herewith to become effective as proposed. 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 record 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 record filed herewith is not approved as filed and without condition, Texas Eastern reserves the right to file a motion at a later date to place such tariff record into effect. 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 record showing additions to and deletions from the currently effective tariff record 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 served electronically on Texas Eastern s customers and interested state commissions. A paper copy of this filing may only be served if a customer or state commission has been granted a waiver of electronic service pursuant to Part 390 of the Commission s regulations, 18 C.F.R. 390. CORRESPONDENCE AND COMMUNICATION All correspondence and communications regarding this filing should be addressed to the following: * Janice K. Devers, Director, Tariffs Texas Eastern Transmission, LP P. O. Box 1642 Houston, TX 77251-1642 Phone: (713) 627-6170 Email: janice.devers@enbridge.com and
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission March 29, 2018 Page 3 * Steven E. Hellman, Associate General Counsel Texas Eastern Transmission, LP P. O. Box 1642 Houston, TX 77251-1642 Phone: (713) 627-5215 Email: steven.hellman@enbridge.com * Parties to be designated on the Commission s Official Service List. Enclosures Please contact the undersigned at (713) 627-6170 with any questions regarding this filing. Respectfully submitted, /s/ Janice K. Devers Janice K. Devers, Director Tariffs
TEXAS EASTERN TRANSMISSION, LP STATEMENTS OF NEGOTIATED RATES APPENDIX A Version Section (Description & Title) 1.0.0 45. Chesapeake Energy Marketing contract 911041
Texas Eastern Transmission, LP 45. Chesapeake Energy Marketing - contract 911041 FERC Gas Tariff Version 1.0.0 Statements of Negotiated Rates Page 1 of 7 STATEMENT OF NEGOTIATED RATES 1/ 2/ 3/ 4/ 5/ 6/ 7/ 8/ Customer Name: Chesapeake Energy Marketing, L.L.C. Service Agreement: 911041 Term of Negotiated Rate: The term of this Negotiated Rate Agreement commences on April 1, 2018, and continues through November 30, 2030, and year to year thereafter until Contract No. 911041 is terminated in accordance with its terms Rate Schedule: FT-1 (OPEN Project) MDQ: 350,000 Dth/d, exclusive of fuel Reservation Rate: During the Term, Customer shall pay a negotiated reservation rate of $13.6875 per month per Dekatherm ( Dth ) ($0.4500/Dth on a 100 per cent load factor basis) of Customer s MDQ per month; provided, for any month during which the Service Agreement No. 911217 is in effect, the amount invoiced for the month under Contract No. 911041 shall be reduced by an amount equal to $0.6083 per month per Dth ($0.0200/Dth per day) of Customer s applicable MDQ under Service Agreement No. 911217; provided, further, in the event that a portion of the MDQ of Service Agreement No. 911217 is permanently released, the $0.0200/Dth per day reduction of the Negotiated Reservation Rate shall only continue to apply to the MDQ under Contract No. 911041 if a proportionate amount of capacity under Contract No. 911041 is permanently released to the same replacement shipper. In such an event, the permanent replacement shipper shall be entitled to the $0.0200 reduction of the Negotiated Reservation Rate for such capacity permanently released under Contract No. 911041. Usage Rate: During the Term, shall be as follows: A. The Usage-1 charge shall be the maximum applicable Rate Schedule FT-1 (OPEN Project) recourse Usage-1 charge multiplied by the quantity of gas, in Dths, delivered during the applicable Day, B. The Usage-2 charge shall be the maximum applicable Rate Schedule FT-1 (OPEN Project) recourse Usage-2 charge multiplied by that portion of the total quantity of gas, in Dekatherms, delivered on any day, which is in excess of 110% of scheduled service levels for such day, and C. Customer shall also pay the applicable ACA charge under Transporter s Rate Schedule FT-1 (OPEN Project), the ASA charge equal to the applicable ASA charge under Transporter s Rate Schedule FT-1
Texas Eastern Transmission, LP 45. Chesapeake Energy Marketing - contract 911041 FERC Gas Tariff Version 1.0.0 Statements of Negotiated Rates Page 2 of 7 Revenue Credit: (OPEN Project) (as calculated based upon the Commission-approved ASA methodology and/or application of any Commission- approved tracking mechanism) and all other charges and surcharges applicable to Contract No. 911041 and Transporter agrees to credit Customer for all fuel related credits, pursuant to Transporter s ASA and EPC tracker mechanisms applicable to Contract No. 911041. Primary Receipt Points: A. For each twelve month period ending June 30, Transporter will credit Customer a share, determined pursuant to subsection B below, of the revenues actually received by Transporter (less applicable surcharges and variable costs reflected in Transporter s rates as approved by FERC) for interruptible transportation service under Rate Schedule IT-1 on the Ohio Extension ( Creditable Revenues ) in accordance with GT&C Section 15 of Transporter s FERC Gas Tariff. B. Transporter will calculate and record, on a monthly basis, appropriate deferred credit entries reflecting the amount of Customer s pro-rata share of the Creditable Revenues. Such pro rata share will be determined based on the ratio of Customer s MDQ to the aggregate MDQ for service agreements under Rate Schedule FT-1 for service on the Ohio Extension at the maximum incremental recourse rate and shippers with negotiated rates that specifically provide for eligibility for credits ("Pro Rata Share"). For any month during the twelve month period ending June 30 in which the design capacity of the Ohio Extension is fully subscribed by shippers with service agreements under Rate Schedule FT-1, Transporter will provide a credit to Customer s invoice, on an annual basis, that is equal to fifty percent (50%) of Customer s Pro Rata Share of the Creditable Revenues actually received by Transporter during each month of that prior twelve month period in accordance with GT&C Section 15 of Transporter s FERC Gas Tariff. Momentum Kensington / Highway 644 (Meter No. 74200) 350,000 Dth/d Access Midstream Clarks Mill (Meter No. 74201) 300,000 Dth/d M&R at Access Midstream Highway 219 (Meter No. 74202) 300,000 Dth/d Access Midstream Boyd Road (Meter No. 74204) 225,000 Dth/d Access Midstream Yellow Creek (Meter No. 74205) 225,000 Dth/d Access Midstream - T-126 (Meter No. 74206) 150,000 Dth/d
Texas Eastern Transmission, LP 45. Chesapeake Energy Marketing - contract 911041 FERC Gas Tariff Version 1.0.0 Statements of Negotiated Rates Page 3 of 7 EQT - Braden Run II (Meter No. 73907) 150,000 Dth/d DTE Appalachia Gathering (Meter No. 73714) 100,000 Dth/d EQT Braden Run (Meter No. 73706) 50,000 Dth/d M2/M3 ILT Point (Meter No. 79667) 350,000 Dth/d Primary Delivery Points: Egan Gas Storage (Meter No. 75332) 175,000 Dth/d Cheniere Creole Trail Pipeline (Meter No. 75866) 175,000 Dth/d Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated on Transporter s currently effective Statement of Rates for Rate Schedule FT-1 (OPEN Project). FOOTNOTES: 1/ This negotiated rate agreement is part of a non-conforming service agreement. 2/ This negotiated rate shall apply to all service under Contract No. 911041, using the primary receipt and delivery points designated therein, as modified from time to time, and/or secondary receipt and delivery points available under Rate Schedule FT-1 (OPEN Project), which shall include (i) primary and secondary receipt and delivery points located in Transporter s Zones M2, M1, ELA and WLA, and (ii) primary and secondary receipt and delivery points located on the Ohio Extension or any extension of the Ohio Extension, as further described herein and therein, to the extent, with respect to (i) and (ii), such points are available under Rate Schedule FT-1 (OPEN Project). In accordance with Transporter s FERC Gas Tariff, if Customer desires capacity for service under Rate Schedule FT-1 to points on Transporter s existing system located outside of the Ohio Extension or outside Zones M2, M1, ELA and WLA or to incremental facilities as described in footnote 5 below, Customer acknowledges that it must request and obtain such capacity pursuant to the terms of Transporter s FERC Gas Tariff and such service will be subject to the applicable maximum recourse rate for such service thereunder, or such other rate agreed to with Transporter, and shall not affect any provision of this Schedule of Negotiated Rates or Contract No. 911041. 3/ In accordance with Transporter s FERC Gas Tariff, if Customer segments its capacity under Contract No. 911041, either for its own behalf or pursuant to a release of capacity, Customer shall not be required to pay an additional
Texas Eastern Transmission, LP 45. Chesapeake Energy Marketing - contract 911041 FERC Gas Tariff Version 1.0.0 Statements of Negotiated Rates Page 4 of 7 incremental or adjusted reservation rate under the Contract No. 911041 Agreement beyond the negotiated reservation rate listed herein, but Customer shall be required to pay all applicable usage and other charges and future charges as described above and in footnote 5 with respect to all quantities delivered under Contract No. 911041 utilizing segmented capacity or otherwise. 4/ Customer agrees to pay any future surcharge or additional charge pursuant to any FERC approved cost recovery mechanism of general applicability implemented in a generic proceeding or in a Transporter-specific proceeding, which mechanism recovers cost components not reflected in Transporter s initial recourse rates applicable to Contract No. 911041. Customer also agrees to pay any FERC-approved Transporter-specific surcharge applicable to Rate Schedule FT-1 to the extent that Customer, in accordance with the terms of Transporter s FERC Gas Tariff, uses the Contract No. 911041 for service outside the zones included in the primary contract path and such surcharge is applicable to such out-of-zone transportation. Notwithstanding anything in this Negotiated Rate Agreement to the contrary, in the event that Customer desires transportation service under the Contract No. 911041 on any incremental facilities or to or from any points on incremental facilities placed into service after the date hereof and access to such facilities is subject to an incremental maximum recourse rate charge, access charge or surcharge, service on such incremental facilities shall be available to Customer on a not unduly discriminatory basis, to the extent, but not otherwise, that Customer agrees to pay such applicable charges and fuel or such rate agreed to with Transporter; provided, Customer shall only be subject to such incremental maximum recourse rate charge, access charge or surcharge for such service to the extent that such charge is generally applicable to Rate Schedule FT- 1 shippers paying the maximum recourse rate on the system who request such service. Notwithstanding the foregoing, Customer may oppose the approval by FERC of any proposed surcharge. 5/ Transporter and Customer hereby agree that Contract No. 911041 is a contractual ROFR Agreement under Transporter s FERC Gas Tariff. 6/ Most Favored Nations. (a)applicability and Implementation. Except as provided in subsection (b) below, in the event that Transporter enters into long-term firm transportation service agreements (i.e., one year or longer), for service with primary receipt points on the Ohio Extension to primary delivery point(s) located on the Ohio Extension or Transporter s existing mainline system at negotiated/discounted rates (or at the maximum recourse rate for the Project as initially filed by Transporter with the FERC Certificate Application ( Filed
Texas Eastern Transmission, LP 45. Chesapeake Energy Marketing - contract 911041 FERC Gas Tariff Version 1.0.0 Statements of Negotiated Rates Page 5 of 7 Recourse Rate )) with other shippers that are more favorable than the rates set forth in this Negotiated Rate Agreement, Transporter will offer Customer, within ten (10) business days of entering into the negotiated or discounted agreement or agreement at the Filed Recourse Rate with such other shipper, those same rate provisions for service on the same primary transportation path and for the same quantity to which those rate provisions apply (for purposes of this subsection (a) only, primary transportation path shall mean either the precise primary receipt point to primary delivery point path that applies to such other shipper s negotiated or discounted rate or Filed Recourse Rate or alternatively to a path extending from any primary receipt point on the Ohio Extension to a primary delivery point located in the same primary receipt point to primary delivery point path that applies to such other shipper s negotiated or discounted rate or Filed Recourse Rate). If Customer is willing to accept the offer on the exact same rate terms and pursuant to the same primary transportation path(s) and quantity as such other shipper(s), then Customer will so notify Transporter, and Transporter will make the necessary amendments to the Negotiated Rate Agreement and the Contract No. 911041 (to the extent necessary to reflect the applicable primary transportation path(s)) and the parties will enter into amended agreements at the triggering rate for the remainder of the Primary Term. Customer will have ten (10) business days from the date Transporter offers Customer any rate provisions to accept all such provisions and thereafter will promptly execute any necessary amendments to the Precedent Agreement, this Negotiated Rate Agreement (and any necessary changes to the form of Rate Schedule FT-1 service agreement) and the Contract No. 911041. Notwithstanding anything to the contrary in this subsection (a), if Customer elects to accept an offer under this subsection (a) and it is necessary to amend points under Contract No. 911041 to reflect the applicable primary transportation path(s), (i) Customer shall have the right to choose which primary receipt and delivery point combinations to amend so that Contract No. 911041 reflects the applicable primary transportation path(s), and (ii) if Customer modifies its primary points, Customer must reserve the relevant capacity pursuant to Transporter s FERC Gas Tariff. (b)exclusions. Transporter is not required to offer to Customer and Customer is not entitled to any rate provisions provided to other shippers if such rate provisions are contained in long- term firm transportation service agreements for service utilizing any capacity on the Ohio Extension that becomes available as a result of the breach, default or unauthorized termination of a Precedent Agreement by a Project shipper or the bankruptcy, insolvency, liquidation or other similar action affecting a Project shipper; provided that Transporter will post the availability of such capacity described above in this subsection (b) and indicate in such posting the rate at which Transporter is willing to provide such capacity. Transporter may enter into a rate adjustment provision with other Project shippers that is substantially similar
Texas Eastern Transmission, LP 45. Chesapeake Energy Marketing - contract 911041 FERC Gas Tariff Version 1.0.0 Statements of Negotiated Rates Page 6 of 7 to the rate adjustment provision offered to Customer, and Customer agrees that if Transporter provides any other Project shipper a decrease in its negotiated reservation rate for the Project based on an increase in such Customer s Project capacity pursuant to such rate adjustment provision, Transporter is not required to offer to Customer and Customer is not entitled to such decreased negotiated reservation rate. In addition, the most favored nation right set forth in this footnote 7 will not be available to Customer for any transactions between Transporter and any shipper who enters into a short-term (i.e., less than one year) seasonal transaction utilizing any capacity on the Ohio Extension. Further, the most favored nation right set forth in this footnote 7 will not apply to credit provisions that Transporter enters into with such shipper. Additionally, the most favored nation right set forth in this footnote 7 will not be available to Customer for any of the following transactions: (1) a Rate Schedule FT-1 service agreement(s) between Transporter and Total for 25,000 Dth/d of service initially solely on the Ohio Extension portion of the Project (but excluding such MDQ subscribed by Total in excess of 25,000 Dth/d) which can later be amended to include the Mainline; provided, the service agreement(s) for such 25,000 Dth/d path, or the 25,000 Dth/d portion of service agreement(s) for more than 25,000 Dth/d, that Total subscribes on the Project shall not be included for purposes of determining under this footnote 7 the weighted average rate under a Rate Schedule FT-1 service agreement between Transporter and Total that also includes other firm paths for additional quantities of service; (2) Rate Schedule FT-1 service agreements between Total and Transporter or between Customer and Transporter for service on the Ohio Extension with a primary receipt point at the Kensington Processing Plant and a primary delivery point at the interconnection of the Ohio Extension with the facilities of Dominion Transmission, Inc.; (3) Rate Schedule FT-1 service agreements between Total and Transporter or Customer and Transporter that are subject to a Reservation Charge which will increase when the applicable agreement (if executed) described in clause (2) of this subsection (b) terminates; and (4) any Rate Schedule FT-1 service agreement(s) that is executed at a time when the Backstop Negotiated Rate Agreement between Transporter and Customer dated June 7, 2013 is in effect and that is an agreement between Transporter and a shipper, other than Customer, for primary firm service on the Ohio Extension only, when, at the time such agreement is executed, the sum of the quantity of capacity subscribed thereunder plus the quantity of capacity subscribed under all other then-effective Rate Schedule FT-1 service agreement(s) for primary firm service on the Ohio Extension only (with the exception of any agreement between Transporter and Total or Transporter and Customer for primary firm service on the transportation path described in clause (2) of this subsection (b)) does not exceed 100,000 Dth/d; provided, the exclusion of clause (4) of this subsection shall not apply if the Rate Schedule FT-1 service agreement(s) that include Ohio Extension service, whether for Ohio Extension-only service or as part of a longer firm transportation path,
Texas Eastern Transmission, LP 45. Chesapeake Energy Marketing - contract 911041 FERC Gas Tariff Version 1.0.0 Statements of Negotiated Rates Page 7 of 7 have total MDQs that are equal to or, as the result of an expansion of the Project which results in a change to the scope of facilities comprising the Project, greater than, 550,000 Dth/d. (c) This footnote will apply only to contracts Transporter enters into for service utilizing any capacity on the Ohio Extension on or before the December 1, 2018, and this right will expire on December 1, 2018. 7/ Unless otherwise defined or indicated herein, defined terms shall have the meaning for such terms as provided in Transporter s FERC Gas Tariff or the Precedent Agreement. 8/ Pipeline and Customer agree that Customer will be eligible to receive reservation charge adjustments under this negotiated rate in accordance with GT&C Section 31 of Pipeline s FERC Gas Tariff.
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 1 of 13 STATEMENT OF NEGOTIATED RATES 1/ 2/ 3/ 4/ 5/ 6/ 7/ 8/ Customer Name: Chesapeake Energy Marketing, L.L.C. Service Agreement: 911041 Term of Negotiated Rate: The term of this Negotiated Rate Agreement commences on April 1, 2018, and continues through November 30, 2030, and year to year thereafter until Contract No. 911041 is terminated in accordance with its terms Rate Schedule: FT-1 (OPEN Project) MDQ: 350,000 Dth/d, exclusive of fuel Reservation Rate: During the Term, Customer shall pay a negotiated reservation rate of $13.6875 per month per Dekatherm ( Dth ) ($0.4500/Dth on a 100 per cent load factor basis) of Customer s MDQ per month; provided, for any month during which the Service Agreement No. 911217 is in effect, the amount invoiced for the month under Contract No. 911041 shall be reduced by an amount equal to $0.6083 per month per Dth ($0.0200/Dth per day) of Customer s applicable MDQ under Service Agreement No. 911217; provided, further, in the event that a portion of the MDQ of Service Agreement No. 911217 is permanently released, the $0.0200/Dth per day reduction of the Negotiated Reservation Rate shall only continue to apply to the MDQ under Contract No. 911041 if a proportionate amount of capacity under Contract No. 911041 is permanently released to the same replacement shipper. In such an event, the permanent replacement shipper shall be entitled to the $0.0200 reduction of the Negotiated Reservation Rate for such capacity permanently released under Contract No. 911041. Usage Rate: During the Term, shall be as follows: A. The Usage-1 charge shall be the maximum applicable Rate Schedule FT-1 (OPEN Project) recourse Usage-1 charge multiplied by the quantity of gas, in Dths, delivered during the applicable Day, B. The Usage-2 charge shall be the maximum applicable Rate Schedule FT-1 (OPEN Project) recourse Usage-2 charge multiplied by that portion of the total quantity of gas, in Dekatherms, delivered on any day, which is in excess of 110% of scheduled service levels for such day, and C. Customer shall also pay the applicable ACA charge under Transporter s Rate Schedule FT-1 (OPEN Project), the ASA charge equal to the applicable ASA charge under Transporter s Rate Schedule FT-1
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 2 of 13 Revenue Credit: (OPEN Project) (as calculated based upon the Commission-approved ASA methodology and/or application of any Commission- approved tracking mechanism) and all other charges and surcharges applicable to Contract No. 911041 and Transporter agrees to credit Customer for all fuel related credits, pursuant to Transporter s ASA and EPC tracker mechanisms applicable to Contract No. 911041. Primary Receipt Points: A. For each twelve month period ending June 30, Transporter will credit Customer a share, determined pursuant to subsection B below, of the revenues actually received by Transporter (less applicable surcharges and variable costs reflected in Transporter s rates as approved by FERC) for interruptible transportation service under Rate Schedule IT-1 on the Ohio Extension ( Creditable Revenues ) in accordance with GT&C Section 15 of Transporter s FERC Gas Tariff. B. Transporter will calculate and record, on a monthly basis, appropriate deferred credit entries reflecting the amount of Customer s pro-rata share of the Creditable Revenues. Such pro rata share will be determined based on the ratio of Customer s MDQ to the aggregate MDQ for service agreements under Rate Schedule FT-1 for service on the Ohio Extension at the maximum incremental recourse rate and shippers with negotiated rates that specifically provide for eligibility for credits ("Pro Rata Share"). For any month during the twelve month period ending June 30 in which the design capacity of the Ohio Extension is fully subscribed by shippers with service agreements under Rate Schedule FT-1, Transporter will provide a credit to Customer s invoice, on an annual basis, that is equal to fifty percent (50%) of Customer s Pro Rata Share of the Creditable Revenues actually received by Transporter during each month of that prior twelve month period in accordance with GT&C Section 15 of Transporter s FERC Gas Tariff. Momentum Kensington / Highway 644 (Meter No. 74200) 350,000 Dth/d Access Midstream Clarks Mill (Meter No. 74201) 300,000 Dth/d M&R at Access Midstream Highway 219 (Meter No. 74202) 300,000 Dth/d Access Midstream Boyd Road (Meter No. 74204) 225,000 Dth/d Access Midstream Yellow Creek (Meter No. 74205) 225,000 Dth/d Access Midstream - T-126 (Meter No. 74206) 150,000 Dth/d
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 3 of 13 EQT - Braden Run II (Meter No. 73907) 150,000 Dth/d DTE Appalachia Gathering (Meter No. 73714) 100,000 Dth/d EQT Braden Run (Meter No. 73706) 50,000 Dth/d M2/M3 ILT Point (Meter No. 79667) 350,000 Dth/d Primary Delivery Points: Egan Gas Storage (Meter No. 75332) 175,000 Dth/d Cheniere Creole Trail Pipeline (Meter No. 75866) 175,000 Dth/d Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated on Transporter s currently effective Statement of Rates for Rate Schedule FT-1 (OPEN Project). FOOTNOTES: 1/ This negotiated rate agreement is part of a non-conforming service agreement. 2/ This negotiated rate shall apply to all service under Contract No. 911041, using the primary receipt and delivery points designated therein, as modified from time to time, and/or secondary receipt and delivery points available under Rate Schedule FT-1 (OPEN Project), which shall include (i) primary and secondary receipt and delivery points located in Transporter s Zones M2, M1, ELA and WLA, and (ii) primary and secondary receipt and delivery points located on the Ohio Extension or any extension of the Ohio Extension, as further described herein and therein, to the extent, with respect to (i) and (ii), such points are available under Rate Schedule FT-1 (OPEN Project). In accordance with Transporter s FERC Gas Tariff, if Customer desires capacity for service under Rate Schedule FT-1 to points on Transporter s existing system located outside of the Ohio Extension or outside Zones M2, M1, ELA and WLA or to incremental facilities as described in footnote 5 below, Customer acknowledges that it must request and obtain such capacity pursuant to the terms of Transporter s FERC Gas Tariff and such service will be subject to the applicable maximum recourse rate for such service thereunder, or such other rate agreed to with Transporter, and shall not affect any provision of this Schedule of Negotiated Rates or Contract No. 911041. 3/ In accordance with Transporter s FERC Gas Tariff, if Customer segments its capacity under Contract No. 911041, either for its own behalf or pursuant to a release of capacity, Customer shall not be required to pay an additional
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 4 of 13 incremental or adjusted reservation rate under the Contract No. 911041 Agreement beyond the negotiated reservation rate listed herein, but Customer shall be required to pay all applicable usage and other charges and future charges as described above and in footnote 5 with respect to all quantities delivered under Contract No. 911041 utilizing segmented capacity or otherwise. 4/ Customer agrees to pay any future surcharge or additional charge pursuant to any FERC approved cost recovery mechanism of general applicability implemented in a generic proceeding or in a Transporter-specific proceeding, which mechanism recovers cost components not reflected in Transporter s initial recourse rates applicable to Contract No. 911041. Customer also agrees to pay any FERC-approved Transporter-specific surcharge applicable to Rate Schedule FT-1 to the extent that Customer, in accordance with the terms of Transporter s FERC Gas Tariff, uses the Contract No. 911041 for service outside the zones included in the primary contract path and such surcharge is applicable to such out-of-zone transportation. Notwithstanding anything in this Negotiated Rate Agreement to the contrary, in the event that Customer desires transportation service under the Contract No. 911041 on any incremental facilities or to or from any points on incremental facilities placed into service after the date hereof and access to such facilities is subject to an incremental maximum recourse rate charge, access charge or surcharge, service on such incremental facilities shall be available to Customer on a not unduly discriminatory basis, to the extent, but not otherwise, that Customer agrees to pay such applicable charges and fuel or such rate agreed to with Transporter; provided, Customer shall only be subject to such incremental maximum recourse rate charge, access charge or surcharge for such service to the extent that such charge is generally applicable to Rate Schedule FT- 1 shippers paying the maximum recourse rate on the system who request such service. Notwithstanding the foregoing, Customer may oppose the approval by FERC of any proposed surcharge. 5/ Transporter and Customer hereby agree that Contract No. 911041 is a contractual ROFR Agreement under Transporter s FERC Gas Tariff. 6/ Most Favored Nations. (a)applicability and Implementation. Except as provided in subsection (b) below, in the event that Transporter enters into long-term firm transportation service agreements (i.e., one year or longer), for service with primary receipt points on the Ohio Extension to primary delivery point(s) located on the Ohio Extension or Transporter s existing mainline system at negotiated/discounted rates (or at the maximum recourse rate for the Project as initially filed by Transporter with the FERC Certificate Application ( Filed
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 5 of 13 Recourse Rate )) with other shippers that are more favorable than the rates set forth in this Negotiated Rate Agreement, Transporter will offer Customer, within ten (10) business days of entering into the negotiated or discounted agreement or agreement at the Filed Recourse Rate with such other shipper, those same rate provisions for service on the same primary transportation path and for the same quantity to which those rate provisions apply (for purposes of this subsection (a) only, primary transportation path shall mean either the precise primary receipt point to primary delivery point path that applies to such other shipper s negotiated or discounted rate or Filed Recourse Rate or alternatively to a path extending from any primary receipt point on the Ohio Extension to a primary delivery point located in the same primary receipt point to primary delivery point path that applies to such other shipper s negotiated or discounted rate or Filed Recourse Rate). If Customer is willing to accept the offer on the exact same rate terms and pursuant to the same primary transportation path(s) and quantity as such other shipper(s), then Customer will so notify Transporter, and Transporter will make the necessary amendments to the Negotiated Rate Agreement and the Contract No. 911041 (to the extent necessary to reflect the applicable primary transportation path(s)) and the parties will enter into amended agreements at the triggering rate for the remainder of the Primary Term. Customer will have ten (10) business days from the date Transporter offers Customer any rate provisions to accept all such provisions and thereafter will promptly execute any necessary amendments to the Precedent Agreement, this Negotiated Rate Agreement (and any necessary changes to the form of Rate Schedule FT-1 service agreement) and the Contract No. 911041. Notwithstanding anything to the contrary in this subsection (a), if Customer elects to accept an offer under this subsection (a) and it is necessary to amend points under Contract No. 911041 to reflect the applicable primary transportation path(s), (i) Customer shall have the right to choose which primary receipt and delivery point combinations to amend so that Contract No. 911041 reflects the applicable primary transportation path(s), and (ii) if Customer modifies its primary points, Customer must reserve the relevant capacity pursuant to Transporter s FERC Gas Tariff. (b)exclusions. Transporter is not required to offer to Customer and Customer is not entitled to any rate provisions provided to other shippers if such rate provisions are contained in long- term firm transportation service agreements for service utilizing any capacity on the Ohio Extension that becomes available as a result of the breach, default or unauthorized termination of a Precedent Agreement by a Project shipper or the bankruptcy, insolvency, liquidation or other similar action affecting a Project shipper; provided that Transporter will post the availability of such capacity described above in this subsection (b) and indicate in such posting the rate at which Transporter is willing to provide such capacity. Transporter may enter into a rate adjustment provision with other Project shippers that is substantially similar
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 6 of 13 to the rate adjustment provision offered to Customer, and Customer agrees that if Transporter provides any other Project shipper a decrease in its negotiated reservation rate for the Project based on an increase in such Customer s Project capacity pursuant to such rate adjustment provision, Transporter is not required to offer to Customer and Customer is not entitled to such decreased negotiated reservation rate. In addition, the most favored nation right set forth in this footnote 7 will not be available to Customer for any transactions between Transporter and any shipper who enters into a short-term (i.e., less than one year) seasonal transaction utilizing any capacity on the Ohio Extension. Further, the most favored nation right set forth in this footnote 7 will not apply to credit provisions that Transporter enters into with such shipper. Additionally, the most favored nation right set forth in this footnote 7 will not be available to Customer for any of the following transactions: (1) a Rate Schedule FT-1 service agreement(s) between Transporter and Total for 25,000 Dth/d of service initially solely on the Ohio Extension portion of the Project (but excluding such MDQ subscribed by Total in excess of 25,000 Dth/d) which can later be amended to include the Mainline; provided, the service agreement(s) for such 25,000 Dth/d path, or the 25,000 Dth/d portion of service agreement(s) for more than 25,000 Dth/d, that Total subscribes on the Project shall not be included for purposes of determining under this footnote 7 the weighted average rate under a Rate Schedule FT-1 service agreement between Transporter and Total that also includes other firm paths for additional quantities of service; (2) Rate Schedule FT-1 service agreements between Total and Transporter or between Customer and Transporter for service on the Ohio Extension with a primary receipt point at the Kensington Processing Plant and a primary delivery point at the interconnection of the Ohio Extension with the facilities of Dominion Transmission, Inc.; (3) Rate Schedule FT-1 service agreements between Total and Transporter or Customer and Transporter that are subject to a Reservation Charge which will increase when the applicable agreement (if executed) described in clause (2) of this subsection (b) terminates; and (4) any Rate Schedule FT-1 service agreement(s) that is executed at a time when the Backstop Negotiated Rate Agreement between Transporter and Customer dated June 7, 2013 is in effect and that is an agreement between Transporter and a shipper, other than Customer, for primary firm service on the Ohio Extension only, when, at the time such agreement is executed, the sum of the quantity of capacity subscribed thereunder plus the quantity of capacity subscribed under all other then-effective Rate Schedule FT-1 service agreement(s) for primary firm service on the Ohio Extension only (with the exception of any agreement between Transporter and Total or Transporter and Customer for primary firm service on the transportation path described in clause (2) of this subsection (b)) does not exceed 100,000 Dth/d; provided, the exclusion of clause (4) of this subsection shall not apply if the Rate Schedule FT-1 service agreement(s) that include Ohio Extension service, whether for Ohio Extension-only service or as part of a longer firm transportation path,
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 7 of 13 have total MDQs that are equal to or, as the result of an expansion of the Project which results in a change to the scope of facilities comprising the Project, greater than, 550,000 Dth/d. (c) This footnote will apply only to contracts Transporter enters into for service utilizing any capacity on the Ohio Extension on or before the December 1, 2018, and this right will expire on December 1, 2018. 7/ Unless otherwise defined or indicated herein, defined terms shall have the meaning for such terms as provided in Transporter s FERC Gas Tariff or the Precedent Agreement. 8/ Pipeline and Customer agree that Customer will be eligible to receive reservation charge adjustments under this negotiated rate in accordance with GT&C Section 31 of Pipeline s FERC Gas Tariff. STATEMENT OF NEGOTIATED RATES 1/ 2/ 3/ 4/ 5/ 6/ 7/8/ Customer Name: Chesapeake Energy Marketing, L.L.C. Service Agreement: 911041 Term of Negotiated Rate: The term of this Negotiated Rate Agreement commences on the Commencement Date, as such term is defined in the Amended and Restated Precedent Agreement between Texas Eastern Transmission, LP ( Transporter ) and Customer dated September 30, 2013, as amended on August 14, 2015 ( Precedent Agreement ), and continues for a primary term of fifteen (15) years and year to year thereafter until Contract No. 911041 is terminated in accordance with its terms Rate Schedule: FT-1 (OPEN Project) MDQ: 350,000 Dth/d, exclusive of fuel Reservation Rate: During the Term, Customer shall pay a negotiated reservation rate of $13.6875 per month per Dekatherm ( Dth ) ($0.4500/Dth on a 100 per cent load factor basis) of Customer s MDQ per month; provided, following the DTI Service Commencement Date (as defined in the Precedent Agreement), for any month during which the Service Agreement No. 911217 is in effect thereafter, the amount invoiced for the month under Contract No. 911041 shall be reduced by an amount equal to $0.6083 per month per Dth ($0.0200/Dth per day) of Customer s applicable MDQ under Service Agreement No. 911217; provided, further, in the event that a portion of the MDQ of Service Agreement No. 911217 is permanently released, the $0.0200/Dth per day reduction of the Negotiated Reservation Rate shall only continue to apply to the MDQ under Contract No. 911041 if a proportionate amount of capacity under Contract No. 911041 is permanently released to the same replacement shipper. In such an event, the permanent replacement shipper shall be entitled to the $0.0200 reduction of the Negotiated
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 8 of 13 Reservation Rate for such capacity permanently released under Contract No. 911041. Unless and until the DTI Service Commencement Date has occurred, for any month in the first sixty full months of the Primary Term of the Contract No. 911041 during which the DTI Interconnect has not been placed into service and therefore Customer has been unable to commence deliveries at the DTI Interconnect, the amount invoiced for the month under the Contract No. 911041 shall be reduced by an amount equal to $0.6083 per month per Dth ($0.0200/Dth per day) of Customer s applicable MDQ under the Service Agreement No. 911217 for the applicable month. Usage Rate: During the Term, shall be as follows: Revenue Credit: A. The Usage-1 charge shall be the maximum applicable Rate Schedule FT-1 (OPEN Project) recourse Usage-1 charge multiplied by the quantity of gas, in Dths, delivered during the applicable Day (the initial Usage-1 rate is $0.0000; after service commences this rate will change on a periodic basis in connection with Transporter s ASA mechanism pursuant to Section 15 of the GT&C of Transporter s Tariff), B. The Usage-2 charge shall be the maximum applicable Rate Schedule FT-1 (OPEN Project) recourse Usage-2 charge multiplied by that portion of the total quantity of gas, in Dekatherms, delivered on any day, which is in excess of 110% of scheduled service levels for such day, and C. Customer shall also pay the applicable ACA charge under Transporter s Rate Schedule FT-1 (OPEN Project), the ASA charge equal to the applicable ASA charge under Transporter s Rate Schedule FT-1 (OPEN Project) (as calculated based upon the Commission-approved ASA methodology and/or application of any Commissionapproved tracking mechanism) and all other charges and surcharges applicable to Contract No. 911041 and Transporter agrees to credit Customer for all fuel related credits, pursuant to Transporter s ASA and EPC tracker mechanisms applicable to Contract No. 911041. A. For each twelve month period ending June 30, Transporter will credit Customer a share, determined pursuant to subsection B below, of the revenues actually received by Transporter (less applicable surcharges and variable costs reflected in Transporter s rates as approved by FERC) for interruptible transportation service under Rate Schedule IT-1 on the Ohio Extension ( Creditable Revenues ) in accordance with provisions to be added to GT&C Section 15 of Transporter s FERC Gas Tariff. B. Transporter will calculate and record, on a monthly basis, appropriate deferred credit entries reflecting the amount of Customer s pro-rata share of the Creditable Revenues. Such pro rata share will be determined based on the ratio of Customer s MDQ to the aggregate MDQ for service agreements under Rate Schedule FT-1 for service on the Ohio Extension at the maximum incremental recourse rate and shippers with negotiated rates that specifically provide for eligibility for credits ("Pro Rata
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 9 of 13 Share"). For any month during the twelve month period ending June 30 in which the design capacity of the Ohio Extension is fully subscribed by shippers with service agreements under Rate Schedule FT-1, Transporter will provide a credit to Customer s invoice, on an annual basis, that is equal to fifty percent (50%) of Customer s Pro Rata Share of the Creditable Revenues actually received by Transporter during each month of that prior twelve month period in accordance with provisions to be added to GT&C Section 15 of Transporter s FERC Gas Tariff. Primary Receipt Points: Kensington Processing Plant (Meter No. 74200) 350,000 Dth/d M&R at MP 13.2 on Ohio Extension (Meter No. 74201) 300,000 Dth/d M&R at MP 27.0 on Ohio Extension (Meter No. 74202) 300,000 Dth/d Franklin Township at MP 5.4 on Ohio Extension (Meter No. ) 300,000 Dth/d Ross Township at MP 21.4 on Ohio Extension (Meter No. ) 300,000 Dth/d Smithfield Township at MP 42.9 on Ohio Extension (Meter No. ) 300,000 Dth/d M2/M3 ILT Point (Meter No. 79667) 350,000 Dth/d Primary Delivery Points: Egan Gas Storage (Meter No. 75332) 175,000 Dth/d Cheniere Creole Trail Pipeline (Meter No. 75866) 175,000 Dth/d Recourse Rate(s): The Recourse Rate(s) applicable to this service is the maximum rate(s) stated on Transporter s currently effective Statement of Rates for Rate Schedule FT-1 (OPEN Project). FOOTNOTES: 1/ This negotiated rate agreement is part of a non-conforming service agreement. 2/ This negotiated rate shall apply to all service under Contract No. 911041, using the primary receipt and delivery points designated therein, as modified from time to time, and/or secondary receipt and delivery points available under Rate Schedule FT-1 (OPEN Project), which shall include (i) primary and secondary receipt and delivery points located in Transporter s Zones M2, M1, ELA and WLA, and (ii) primary and secondary receipt and delivery points located on the Ohio Extension or any extension of the Ohio Extension, as further described herein and therein, to the extent, with respect to (i) and (ii), such points are available under Rate Schedule FT-1 (OPEN Project). In accordance with Transporter s FERC Gas Tariff, if Customer desires capacity for service under Rate Schedule FT-1 to points on Transporter s existing system located outside of the Ohio Extension or outside Zones M2, M1, ELA and WLA or to incremental facilities as described in footnote 5 below, Customer acknowledges that it must request and obtain such capacity pursuant to the terms of Transporter s FERC Gas Tariff and such service will be subject to the applicable maximum recourse rate for such
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 10 of 13 service thereunder, or such other rate agreed to with Transporter, and shall not affect any provision of this Schedule of Negotiated Rates or Contract No. 911041. 3/ In accordance with Transporter s FERC Gas Tariff, if Customer segments its capacity under Contract No. 911041, either for its own behalf or pursuant to a release of capacity, Customer shall not be required to pay an additional incremental or adjusted reservation rate under the Contract No. 911041 Agreement beyond the negotiated reservation rate listed herein, but Customer shall be required to pay all applicable usage and other charges and future charges as described above and in footnote 5 with respect to all quantities delivered under Contract No. 911041 utilizing segmented capacity or otherwise. 4/ In the event that Transporter files to construct a project with a requested in-service date on or before the second anniversary of the Commencement Date and which results in an increase in the FERC-certificated mainline design capacity of the Ohio Extension to the levels set forth in the column entitled Ohio Extension Design Capacity in the rate matrix below, Customer s negotiated reservation rate of $0.45 per day per Dth for service under the Contract No. 911041 will be adjusted to the corresponding rate in the rate matrix below to be effective as of the date(s) on which the applicable facilities for such future project are placed into service and such additional capacity necessary to meet the applicable threshold becomes available for service; provided that the Ohio Extension Design Capacity shall exclude any capacity that is physically available only for the transportation of natural gas from the Kensington Processing Plant on the Ohio Line to the interconnection of the Ohio Line with the facilities of Dominion Transmission, Inc. Ohio Line Design Capacity Rate ($/Dth/d) 500,000 Dth/d $0.45 700,000 Dth/d $0.43 900,000 Dth/d $0.41 5/ Customer agrees to pay any future surcharge or additional charge pursuant to any FERC approved cost recovery mechanism of general applicability implemented in a generic proceeding or in a Transporter-specific proceeding, which mechanism recovers cost components not reflected in Transporter s initial recourse rates applicable to Contract No. 911041. Customer also agrees to pay any FERC-approved Transporter-specific surcharge applicable to Rate Schedule FT-1 to the extent that Customer, in accordance with the terms of Transporter s FERC Gas Tariff, uses the Contract No. 911041 for service outside the zones included in the primary contract path and such surcharge is applicable to such out-of-zone transportation. Notwithstanding anything in this Negotiated Rate Letter Agreement to the contrary, in the event that Customer desires transportation service under the Contract No. 911041 on any incremental facilities or to or from any points on incremental facilities placed into service after the date hereof and access to such facilities is subject to an incremental maximum recourse rate charge, access charge or surcharge, service on such incremental facilities shall be available to Customer on a not unduly discriminatory basis, to the extent, but not otherwise, that
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 11 of 13 Customer agrees to pay such applicable charges and fuel or such rate agreed to with Transporter; provided, Customer shall only be subject to such incremental maximum recourse rate charge, access charge or surcharge for such service to the extent that such charge is generally applicable to Rate Schedule FT-1 shippers paying the maximum recourse rate on the system who request such service. Notwithstanding the foregoing, Customer may oppose the approval by FERC of any proposed surcharge. 6/ Transporter and Customer hereby agree that Contract No. 911041 is a contractual ROFR Agreement under Transporter s FERC Gas Tariff. 7/ Most Favored Nations. (a) Applicability and Implementation. Except as provided in subsection (b) below, in the event that Transporter enters into long-term firm transportation service agreements (i.e., one year or longer), for service with primary receipt points on the Ohio Extension to primary delivery point(s) located on the Ohio Extension or Transporter s existing mainline system at negotiated/discounted rates (or at the maximum recourse rate for the Project as initially filed by Transporter with the FERC Certificate Application ( Filed Recourse Rate )) with other shippers that are more favorable than the rates set forth in this Negotiated Rate Letter Agreement, Transporter will offer Customer, within ten (10) business days of entering into the negotiated or discounted agreement or agreement at the Filed Recourse Rate with such other shipper, those same rate provisions for service on the same primary transportation path and for the same quantity to which those rate provisions apply (for purposes of this subsection (a) only, primary transportation path shall mean either the precise primary receipt point to primary delivery point path that applies to such other shipper s negotiated or discounted rate or Filed Recourse Rate or alternatively to a path extending from any primary receipt point on the Ohio Extension to a primary delivery point located in the same primary receipt point to primary delivery point path that applies to such other shipper s negotiated or discounted rate or Filed Recourse Rate). If Customer is willing to accept the offer on the exact same rate terms and pursuant to the same primary transportation path(s) and quantity as such other shipper(s), then Customer will so notify Transporter, and Transporter will make the necessary amendments to the Negotiated Rate Letter Agreement and the Contract No. 911041 (to the extent necessary to reflect the applicable primary transportation path(s)) and the parties will enter into amended agreements at the triggering rate for the remainder of the Primary Term. Customer will have ten (10) business days from the date Transporter offers Customer any rate provisions to accept all such provisions and thereafter will promptly execute any necessary amendments to the Precedent Agreement, this Negotiated Rate Letter Agreement (and any necessary changes to the form of Rate Schedule FT-1 service agreement) and the Contract No. 911041. Notwithstanding anything to the contrary in this subsection (a), if Customer elects to accept an offer under this subsection (a) and it is necessary to amend points under Contract No. 911041 to reflect the applicable primary transportation path(s), (i) Customer shall have the right to choose which primary receipt and delivery point combinations to amend so that Contract No. 911041 reflects the applicable primary transportation path(s), and (ii) if Customer modifies its primary points, Customer must reserve the relevant capacity pursuant to Transporter s FERC Gas Tariff.
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 12 of 13 (b) Exclusions. Transporter is not required to offer to Customer and Customer is not entitled to any rate provisions provided to other shippers if such rate provisions are contained in longterm firm transportation service agreements for service utilizing any capacity on the Ohio Extension that becomes available as a result of the breach, default or unauthorized termination of a Precedent Agreement by a Project shipper or the bankruptcy, insolvency, liquidation or other similar action affecting a Project shipper; provided that Transporter will post the availability of such capacity described above in this subsection (b) and indicate in such posting the rate at which Transporter is willing to provide such capacity. Transporter may enter into a rate adjustment provision with other Project shippers that is substantially similar to the rate adjustment provision offered to Customer, and Customer agrees that if Transporter provides any other Project shipper a decrease in its negotiated reservation rate for the Project based on an increase in such Customer s Project capacity pursuant to such rate adjustment provision, Transporter is not required to offer to Customer and Customer is not entitled to such decreased negotiated reservation rate. In addition, the most favored nation right set forth in this footnote 7 will not be available to Customer for any transactions between Transporter and any shipper who enters into a short-term (i.e., less than one year) seasonal transaction utilizing any capacity on the Ohio Extension. Further, the most favored nation right set forth in this footnote 7 will not apply to credit provisions that Transporter enters into with such shipper. Additionally, the most favored nation right set forth in this footnote 7 will not be available to Customer for any of the following transactions: (1) a Rate Schedule FT-1 service agreement(s) between Transporter and Total for 25,000 Dth/d of service initially solely on the Ohio Extension portion of the Project (but excluding such MDQ subscribed by Total in excess of 25,000 Dth/d) which can later be amended to include the Mainline; provided, the service agreement(s) for such 25,000 Dth/d path, or the 25,000 Dth/d portion of service agreement(s) for more than 25,000 Dth/d, that Total subscribes on the Project shall not be included for purposes of determining under this footnote 7 the weighted average rate under a Rate Schedule FT-1 service agreement between Transporter and Total that also includes other firm paths for additional quantities of service; (2) Rate Schedule FT-1 service agreements between Total and Transporter or between Customer and Transporter for service on the Ohio Extension with a primary receipt point at the Kensington Processing Plant and a primary delivery point at the interconnection of the Ohio Extension with the facilities of Dominion Transmission, Inc.; (3) Rate Schedule FT-1 service agreements between Total and Transporter or Customer and Transporter that are subject to a Reservation Charge which will increase when the applicable agreement (if executed) described in clause (2) of this subsection (b) terminates; and (4) any Rate Schedule FT-1 service agreement(s) that is executed at a time when the Backstop Negotiated Rate Letter Agreement between Transporter and Customer dated June 7, 2013 is in effect and that is an agreement between Transporter and a shipper, other than Customer, for primary firm service on the Ohio Extension only, when, at the time such agreement is executed, the sum of the quantity of capacity subscribed thereunder plus the quantity of capacity subscribed under all other then-effective Rate Schedule FT-1 service agreement(s) for primary firm service on the Ohio Extension only (with the exception of any agreement between Transporter and Total or Transporter and Customer for primary firm service on the transportation path described in clause (2) of this subsection (b)) does not exceed 100,000 Dth/d; provided, the exclusion of clause (4) of this subsection shall not apply if the Rate Schedule FT-1 service agreement(s)
45. Chesapeake Energy Marketing - contract 911041 Version 0.0.0 1.0.0 Page 13 of 13 that include Ohio Extension service, whether for Ohio Extension-only service or as part of a longer firm transportation path, have total MDQs that are equal to or, as the result of an expansion of the Project which results in a change to the scope of facilities comprising the Project, greater than, 550,000 Dth/d. (c) This footnote will apply only to contracts Transporter enters into for service utilizing any capacity on the Ohio Extension on or before the third anniversary of the Commencement Date, and this right will expire on the third anniversary of the Commencement Date. 8/ Unless otherwise defined or indicated herein, defined terms shall have the meaning for such terms as provided in Transporter s FERC Gas Tariff or the Precedent Agreement.
TEXAS EASTERN TRANSMISSION, LP APPENDIX B NEGOTIATED RATE AGREEMENT
DocuSign Envelope ID: B3F93BBO-C572-43B7-831 E-3D789BE627F9 ENBRIDGE' 5400 Westheimer Court Houston, TX 77056-5310 (713) 627-5400 March, 20 18 Jesi Campbell Chesapeake Energy Marketing, L.L.C. 6 100 N. Western Ave. Oklahoma City. OK 73 11 8 Re: Rate Schedule FT- I Service Agreement between Texas Eastern and Customer (Contract No. 9 1 I 04 I ) - Negotiated Rate Dear Ms. Camp be ll: By this transmittal letter. Texas Eastern Transmission, LP ("Texas Eastern" or.. Pipeline'') and Chesapeake Energy Marketi ng, L.L.C. ("Customer'') are impl ementing a negotiated rate app li cable to service under the above-referenced Rate Schedule FT- I Service Agreement. This Negotiated Rate Agreement supersedes and repl aces all other agreements and understandings between the parti es with respect to the matters contemplated herein, including the executed Negotiated Rate Agreement dated August 28. 20 15. which is hereby vo id and shall have no further force or effect. Texas Eastern and Customer hereby agree that the provisions on the attac hed pro forma Statement of Negotiated Rates refl ect the terms of their agreement, including the effecti veness of the negoti ated rate. At an appropriate time after execution or this letter by both Texas Eastern and Customer. Texas Eastern shall fi le a Statement of Negotiated Rates with the Commission conta ining rate-related provisions identical to those provisions on the attached pro form a Statement of Negotiated Rates in accordance with Section 29.7 of the General Terms and Conditions of Texas Eastern 's FERC Gas Tariff. If the foregoing accurately sets forth your understanding of the matter covered herein, pl ease so ind icate by havi ng a duly authori zed representati ve sign in the space provided be low and returning an ori ginal signed copy to the undersigned. Sincerely. 1smission, LP ACCEPT ED AN D AGREED TO TH IS DAY OF March, 20 17 CHESAPEAKE ENERGY MARKETING, L.L.C. (}:l: '.;wjl sb ~a lsl!)s94e1f4 17.. @ Titl e: Vice President, Ma rketi ng
DocuSign Envelope ID: B3F93BBO-C572-43B7-831E-3D789BE627F9 STATEMENT OF NEGOTIATED RATES 1/ 2/ 3/ 4/ 5/ 6/ 7/ 8/ Customer Name: Chesapeake Energy Marketing. L. L.C. Se rvice Agreement: 911041 Term of Negotiated Rate: The term of thi s Negotiated Rate Agreement commences on April I. 201 8, and continues through November 30. 2030. and year to year thereafter until Contract No. 9 11041 is terminated in accordance with its terms Rate Schedule: FT-1 (OPEN Project) MDO: 350.000 Dth/cl. exc lusive of fu el Reservati on Rate: During the Term. Customer shall pay a negotiated reservati on rate of $ 13.6875 per month per Dekatherrn ("'Dth"') ($0.4500/Dth on a I 00 per cent load fac tor bas is) of Customer s MDQ per month; provided, fo r any month during which the Service Agreement No. 9 11 2 17 is in effect, the am ount invo iced fo r the month under Contract No. 91104 1 shall be reduced by an amount equal to $0.6083 per month per Dth ($0.0200/Dth per clay) of Customer s applicable M DQ under Service Agreement No. 91 12 17; provided. further. in the event that a portion of the MDQ of Service Agreement No. 9 11 2 17 is permanentl y released. the $0.0200/Dth per clay reducti on of the Negotiated Reservation Rate shal I onl y continue to appl y to the MDQ under Contract No. 9 1104 1 if a proporti onate amount of capacity under Co ntract No. 91 I 041 is permanently released to the same replacement shipper. In such an event, the permanent repl acement shipper sha ll be entitl ed to the $0.0200 reducti on of the Negotiated Reservation Rate for such capac ity permanently released under Contract No. 91104 1. Usage Rate: During th e Tenn, shall be as foll ows: A. The Usage-I charge shall be th e max imum applicable Rate Schedul e FT-I (OP EN Project) recourse Usage-I charge multiplied by the quanti ty of gas. in Dths, deli vered during the applicable Day, B. The Usage-2 charge shall be the max imum applicable Rate Schedul e FT-I (O PEN Project) recourse Usage-2 charge multiplied by that porti on of the total quantity of gas, in Dekatherms, delivered on any day, which is in excess of 110% of scheduled service levels for such day, and C. Customer shall also pay the applicable ACA charge under Tran sporter s Rate Schedule FT-I (OP EN Project), the ASA charge equal to the applicable ASA charge under Transporter s Rate Schedule FT-I (OPEN Project) (as calcul ated based upon th e Commission-approved ASA methodology and/or application of any Commissionapproved tracking mechanism) and all other charges and surcharges applicable to Contract No. 91104 1 and Transporter agrees to credit Customer for all fu el related cred its, pursuant to Transporter' s ASA and EPC tracker mechanisms applicable to Contract No. 91 I 041.
DocuSign Envelope ID: B3F93BBO-C572-43B7-831E-3D789BE627F9 Revenue Credit: A. For each twe lve month peri od ending June 30, Transporter wi ll credit Customer a share. determined pursuant to subsection B below. of the revenues actually received by Transporter (less applicable surcharges and variable costs reflected in Transpo1ter's rates as approved by FERC) for interruptible transportation service under Rate Schedule IT-I on the Ohio Extension C-'Creditable Revenues ) in accordance with GT&C Section 15 of Transporter"s FERC Gas Tariff. B. Transpo rter will calculate and record. on a month ly basis. appropriate deferred cred it entries refl ecting the amount of Customer's pro-rata share of the Creditable Revenues. Such pro rata share will be determined based on the ratio of Customer's MDQ to the aggregate MDQ for service agreements under Rate Schedule FT- I for service on the Ohio Extension at the maximum incremental recourse rate and shippers with negotiated rates that specifically provide for eli gibility for credi ts ("Pro Rata Share"). For any month during the twelve month period ending.lune 30 in which the design capacity of the Ohio Extension is full y subscribed by shippers with service agreements under Rate Schedu le FT-I. Transporter will provide a credit to Customer s in voice, on an annual basis. that is equal to fifty percent (50%) of Custom er's Pro Rata Share of the Cred itable Revenues actuall y received by Transporter during each month of that prior twelve month period in accordance with GT &C Section 15 of Transporter" s FERC Gas Tari ff. Primary Receipt Points: Momentum Kensington / Highway 644 (Meter No. 74200) - 350,000 Dth/d Access Midstream Clarks Mi ll (Meter No. 7420 I) - 300,000 Dth/d M&R at Access Midstream Highway 2 19 (Meter No. 74202) - 300,000 Dth/d Access Midstream - Boyd Road (Meter No. 74204) - 225,000 Dth/d Access Midstream - Yell ow Creek (Meter No. 74205) - 225,000 0th/cl Access Midstream - T-1 26 (Meter No. 74206) - 150.000 0th/cl EQT - Braden Run I I (Meter No. 73907) - 150,000 Dth/d DTE Appalachia Gathering (Meter No. 737 14) - I 00,000 0th/cl EQT - Braden Run (Meter No. 73706) - 50,000 0th/cl M2/M3 IL T Po int (Meter No. 79667) - 350,000 0th/cl Primary Deli very Points: Egan Gas Storage (Meter No. 75332) - I 75,000 Dth/d Cheniere Creole Trail Pipeline (Meter No. 75866) - 175,000 Dth/d Recourse Rate(s): The Recourse Rate(s) applicable to thi s service is the maximum rate(s) stated on Transporter's currently effecti ve Statement of Rates for Rate Sched ule FT-I (OPEN Project). FOOTNOTES : I/ This negotiated rate agreement is part of a non-conforming service agreement. 2/ This negoti ated rate shall apply to all service under Contract No. 9 1104 1. using the primary receipt and delivery points designated therein, as modified from time to time.
DocuSign Envelope ID: B3F93BB0-C572-43B7-831 E-3D789BE627F9 and/or secondary receipt and delivery points ava ilab le under Rate Schedule FT-I (OP EN Project), which shall include (i) primary and secondary receipt and deli ve ry points located in Transporter's Zones M2. MI. ELA and WLA. and (ii) primary and secondary receipt and delivery points located on the Ohio Extension or any extension of the Ohio Extension, as further described herein and therein, to the extent, with respeci to (i) and (ii). such points are avai lable under Rate Schedule FT-I (OPEN Project). In accordance with Transporter' s FERC Gas Tariff, if Customer desires capacity for service under Rate Schedule FT-I to points on Transporter' s existing system located outside of the Ohio Extension or outside Zones M2, MI, ELA and WLA or to incremental facilities as descri bed in footnote 4 below. Customer acknowledges that it must request and obtain such capacity pursuant to the terms of Transporter s FERC Gas Tariff and such se rvice vvill be subj ect to the applicable maximum recourse rate for such service thereunder, or such other rate agreed to with Transporter, and shall not affect any provision of thi s Schedule of Negotiated Rates or Contract No. 91 I 041. 3/ In accordance with Transporter s FERC Gas Tariff: if Customer segments its capacity under Contract No. 91 I 041. either for its own behalf or pursuant to a release of capacity. Customer shall not be required to pay an additional incremental or adjusted reservation rate under the Contract No. 91 I 041 Agreement beyond the negotiated reservat ion rate listed herein. but Customer shall be required to pay all applicable usage and other charges and future charges as described above and in footnote 4 with respect to all quantities delivered under Contract No. 911041 utili zing segmented capacity or otherwise. 4/ Customer agrees to pay any future surcharge or ad ditional charge pursuant to any FERC approved cost recovery mechanism of general applicability implemented in a generic proceeding or in a Transporter-spec ific proceeding, which mechanism recovers cost components not reflected in Transporter"s initial recourse rates applicable to Contract No. 911041. Customer also agrees to pay any FE RC-approved Transpo1ter-spec ific surcharge applicable to Rate Schedule FT- I to the extent that Customer, in accordance with the terms of Transporter s FERC Gas Tariff, uses the Contract No. 91 I 041 fo r service outside the zones included in the primary contract path and such surcharge is applicable to such out-of-zone transportation. Notwithstanding anything in thi s Negotiated Rate Agreement to the contrary, in the event that Customer desires transportation se rvice under the Contract No. 911041 on any incremental fac ilities or to or from any points on incremental faci liti es placed into service after th e date hereof and access to such faci I iti es is subject to an incremental max i mum recourse rate charge, access charge or surcharge, service on such incremental faci I ities sh al I be avai lable to Customer on a not undul y di scrimin atory basis, to the extent, but not otherwise, that Customer agrees to pay such applicable charges and fuel or such rate agreed to with Transporter; provided, Customer shall only be subj ect to such incremental max imum recourse rate charge, access charge or surcharge for such service to the extent that such charge is generally applicable to Rate Sched ule FT-I shippers payin g the maximum recourse rate on the system who request such service. Notwithstanding the foregoing. Customer may oppose the approva l by FERC of any proposed surcharge. 5/ Transporter and Customer hereby agree that Contract No. 91 I 041 is a contractual ROFR Agreement under Transporter s FERC Gas Tariff.
DocuSign Envelope ID: 83F93BBO-C572-4387-831 E-30 789BE627F9 6/ Most Favored Nations. (a)applicability and implementation. Except as provided in subsection (b) below, in the event that Transporter enters into long-term firm transpottation service agreements (i.e., one year or longer), for service with primary receipt points on the Ohio Extension to primary delivery point(s) located on the Ohio Ex tension or Transpo1ter" s existing mainline system at negotiated/di scounted rates (or at the max imum recourse rate for the Project as initially filed by Transporter with the FERC Certificate Applicati on ("F iled Recourse Rate'')) with other shippers that are more favo rable than the rates set fott h in this Negotiated Rate Agreement, Transporter will offer Customer, within ten ( I 0) business days of entering into the negotiated or di scounted agreement or agreement at the Filed Recourse Rate with such other shipper, those same rate provisions for service on the same primary transportation path and for the same quantity to which those rate provisions apply (for purposes of this subsection (a) only. 'primary transportation path.. shall mean either the precise primary receipt point to primary delivery point path that applies to such other shipper" s negotiated or di scounted rate or Filed Recourse Rate or alternatively to a path extending from any primary receipt po int on the Ohio Extension to a primary deli very point located in the sam e primary receipt point to primary deli very point path that applies to such other shipper's negotiated or discounted rate or Filed Recourse Rate). If Customer is willing to accept the offer on the exact same rate term s and pursuant to the same primary transportation path(s) and quantity as such other ship per(s). then Customer will so notify Transporter, and Transporter wi 11 make the necessary amendments to the Negotiated Rate Agreement and the Co ntract No. 91 I 04 1 (to the extent necessary to reflect the appli cable primary transporta tion path(s )) and the parties wi 11 enter into amended agreements at the triggeri ng rate for the remainder of the Primary Term. Customer wi 11 have ten ( I 0) business clays from the date Transporter offers Customer any rate provisions to accept all such provisions and thereafter will promptly execute any necessary amendm ents to the Precedent Agree ment, th is Negotiated Rate Agreement (and any necessary changes to the form of Rate Sched ule FT- I service agreement) and the Contract No. 911041. Notwithstanding anything to the contrary in thi s subsection (a), if Customer elects to accept an offer under thi s subsection (a) and it is necessary to amend points under Contract No. 91 I 041 to reflect the app licable primary tran sportation path(s), (i) Customer shall have the right to choose whi ch primary receipt and deli very point combinations to amend so that Contract No. 9 11 04 1 reflects the appli cable primary transportation path(s), and (ii) if Customer modifi es its primary points. Customer mu st reserve the relevant capac ity pursuant to Transporte r" s FERC Gas Tari ff. (b)exclusions. Transporter is not required to offer to Customer and Customer is not entitled to any rate provisions provided to other shippers if such rate provisions are contain ed in long- term firm transportation service agreements for service uti lizing any capacity on the Ohio Extension that becomes avai lable as a result of the breach. defa ult or unauthorized termin ation of a Precedent Agreement by a Project shipper or the bankruptcy, insolvency, liquidation or other similar action affecting a Project shipper; prov ided that Transpo1ter will post the avai lability of such capacity described above in thi s subsection (b) and indicate in such posting the rate at which Transporter is willing to provide such capacity. Transporter may enter into a rate adjustm ent
DocuSign Envelope ID: 83F93BBO-C572-4387-831 E-3D789BE627F9 prov1s1on with other Project shippers that is substantially similar to the rate adjustment provision offered to Customer, and Customer agrees that if Transporter provides any other Project shipper a decrease in its negotiated reservation rate for the Project based on an increase in such Customer's Project capacity pursuant to such rate adjustment provision, Transporter is not required to offer to Customer and Customer is not entitled to such decreased negotiated reservation rate. In add ition, the most favored nation right set forth in thi s footnote 6 will not be available to Customer for any transactions between Transporter and any shipper who enters into a short-term (i.e., less than one year) seasonal transaction utilizing any capacity on the Ohio Extension. Further. the most favored nation ri ght set forth in this footnote 6 will not apply to credit provisions that Transporter enters into with such shipper. Add itionally. the most favored nation right set forth in this foot note 6 will not be ava ilable to Customer for any of the following transactions: (I) a Rate Schedule FT- I service agreemen t(s) between Transporter and Total for 25.000 Dth/d of service initially so lely on the Ohio Extension portion of the Proj ect (but excluding such MDQ subscribed by Total in excess of 25,000 Dth/d) which can later be amended to include the Mainline; provided. the service agreement(s) fo r such 25,000 Dth/d path, or the 25,000 Dth/d portion of service agreement(s) for more than 25.000 Dth/d, that Total subsc ribes on the Project shall not be in cluded for purposes of determining under th is foot note 6 the weighted average rate under a Rate Schedule FT-I service agreement bet'vveen Transporter and Total that also includes other firm paths for additional quantities of service; (2) Rate Schedule FT-I service agreements between Total and Transporter or between Customer and Transporter for service on the Ohio Ex ten sion with a primary receipt point at the Ken sington Processing Plant and a primary deli very point at the interconnection of the Ohio Extension with the fac ilities of Dominion Transmission, Inc.; (3) Rate Schedule FT-I service agreements between Total and Transporter or Customer and Transporter that are subject to a Reservation Charge which will increase when the applicable agreement (if executed) described in clause (2) of th is subsection (b) terminates; and ( 4) any Rate Schedule FT- I service agreement(s) that is executed at a time when the Backstop Negotiated Rate Agreement between Transporter and Custom er dated June 7, 20 13 is in effect and that is an agreement between Transporter and a shipper. other than Customer, for primary firm service on the Ohio Extension only, when, at the time such agreement is executed. the sum of the quantity of capacity subscribed thereunder plus the quantity of capacity subscribed under all other then-effective Rate Schedule FT- I service agreement(s) for primary firm service on the Ohio Ex tension only (w ith the exception of any agreement between Transporter and Total or Transporter and Customer for primary firm service on the transportation path described in clause (2) of thi s subsecti on (b)) does not exceed I 00.000 Dth/d; provided, the exclusion of clause (4) of thi s subsection shall not apply if the Rate Sc hed ul e FT-I se rvice agreement(s) that include Ohio Extension service. whether for Ohio Extension-only se rvice or as part of a longe r firm transportation path, have total MDQs that are equal to or. as the result of an expansion of the Project wh ich results in a change to the scope of facilities comprising the Project, greater than. 550.000 Dth/cl. (c) Th is footnote will apply only to contracts Transporter enters into for service utili zing any capacity on the Ohio Extension on or before December I, 20 18, and this right will expire on December I. 20 18. 7/ Unless otherwise defined or indicated herein, defined terms shall have the meaning fo r