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2. hunting and shooting

Subject: Binding Open Season for Firm Transportation Dominion Transmission, Inc. –
Atlantic Coast Pipeline, LLC
Atlantic Coast Pipeline, LLC (“ACP”) hereby announces the commencement of a binding open
season (“Open Season”) for 1,500,000 Dt/d of firm transportation service on its new interstate natural
gas pipeline system that is a joint venture between Dominion Resources, Duke Energy, Piedmont
Natural and AGL Resources. The ACP Project will provide geographic diversity and wholesale
transportation services from the Marcellus and Utica production areas to Virginia and North Carolina
markets. The Project will provide a new independent route that ensures diversity of supply and
deliverability, as well as supports the growing natural gas demand in Virginia and North Carolina.
This Binding Open Season is a supplemental open season. Dominion, the initial sponsor of the ACP
Project, conducted an open season for its Southeast Reliability Project (now referred to as the
Atlantic Coast Pipeline) in April 2014. ACP is now holding this binding open season to give other
interested shippers an additional opportunity to participate in the ACP Project, subject to the
requirements of this open season. The Binding Open Season shall commence October 21, 2014 and
end on November 10, 2014.
Project Overview
The ACP Project is a new greenfield project that will be made up of over 550 miles of new pipeline
and three new compressor stations. The 550-mile ACP pipeline will originate at Marts Junction, in
Harrison County, WV, which sits in the heart of the abundant and growing Marcellus shale basin. In
addition, the ACP Project will provide access to other interstate gas supplies from Dominion
Transmission, Inc. (DTI) at specific points located in OH, WV and PA (which is dependent on ACP
securing the necessary contractual commitments from DTI). Deliveries can be made at various
locations off ACP’s pipeline in Virginia and North Carolina. The initial scope of the ACP pipeline is
designed at 1.5 MMDt/day. The actual sizing and route of the Project will depend on the level of
contractual subscriptions entered into as a result of both Open Seasons. The firm transportation
service is anticipated to be available as early as November 2018.
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Service Type and Rates
Services for the Project will be provided pursuant to ACP’s Rate Schedule FT and the General Terms
and Conditions of ACP’s FERC Gas Tariff. Bidders may elect to pay cost-based maximum recourse
rates for long-term firm transportation service on the ACP Project, or to pay mutually agreeable
negotiated rates for such service. Final cost-based recourse rates will be determined at the
conclusion of the Open Season, based on the facilities required to satisfy the ACP Project. ACP is
willing to enter into a fixed negotiated reservation rate of $1.07 per Dth based on a 100% load factor
assuming a term of 20-years or longer. In addition to the transportation rates, shippers will be subject
to all applicable tariff charges and surcharges, including the maximum fuel retention percentages
based on ACP’s Tariff. Additional DTI charges may apply if ACP is able to secure firm transportation
rights on DTI. All shippers awarded capacity in this Open Season will have rights regarding
secondary service as set forth ACP’s Tariff.
Open Season Process
This Open Season shall commence on Tuesday, October 21, 2014 and end at 5:00 p.m. EDT on
Monday, November 10, 2014. During the Open Season, interested parties must request from and
return to ACP, an executed copy of ACP’s Confidentiality Agreement in order to obtain the “Form of
Precedent Agreement” for this binding Open Season. In order to submit a qualified bid in this Open
Season, the bidder must submit an executed Precedent Agreement in substantially the same form as
the provided “Form of Precedent Agreement” and meet the creditworthiness requirements set forth in
the Precedent Agreement by the end of the Open Season. Bids may be submitted at any time during
the Open Season.
The submitted executed Precedent Agreement must be complete and reflect the following:
a) Maximum Daily Transportation Quantity (MDTQ). Unless Bidders indicate that it will
not accept a partial award to the extent capacity needs to be allocated, ACP shall
have the right to revise Bidder’s bid to reflect the awarded capacity quantity.
b) Contract Term (20-year minimum required)
c) Desired Receipt and Delivery Points with associated MDTQ(s).
d) Election of either the cost-based incremental recourse rate or the fixed negotiated
rate
Award of Capacity
ACP has entered into binding agreements with various shippers, including four Foundation/Anchor
Shippers totaling 1.2 MMDt of Project Capacity. To ensure viability and success of the ACP Project,
the commitments of these initial Foundation/Anchor Shippers (Initial Foundation/Anchor Shippers) will
not be prorated. The Foundation/Anchor Shippers have been granted certain rights which will be also
offered to any other Foundation/Anchor Shipper.
Interested bidders in this Open Season will have an opportunity to participate in the ACP Project as
either a Foundation Shipper or an Anchor Shipper. A “Foundation Shipper” must submit a bid that
reflects a contractual entitlement of at least a MDTQ of 300,000 Dth/day or greater for a term of at
least 20 years, and an “Anchor Shipper” must submit a bid that reflects a contractual entitlement of at
least a MDTQ of 150,000 Dth/day or greater for a term of 20 years. Multiple bidders who are affiliated
with a single entity may upon request aggregate their bids to be considered as a Foundation or
Anchor Shipper. The term “affiliate” shall mean any company or entity that (i) controls, either directly
or indirectly, a Party, (ii) is controlled, directly or indirectly, by such Party, or (iii) is directly or indirectly
controlled by a company or entity, that directly or indirectly controls such Party, or a related person.
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“Control” means the right to exercise 50% or greater of the voting rights (stock or otherwise) of such
entity.
ACP will award the Project Capacity first to Initial Foundation/Anchor Shippers. Any remaining
capacity will be awarded using a first-in-time methodology as determined by the date and time a
properly submitted qualified bid (in the form of the executed Precedent Agreement) is received by
ACP. Commencing November 3, 2014, ACP will allocate the remaining Project Capacity at the close
of each business day (5 pm ECT) in the following order:
a) First, to Qualified Bidders who qualify as either a Foundation or Anchor Shipper. If
sufficient Project Capacity is not available, the capacity will be allocated to the
qualified Foundation/Anchor Shippers based on the highest net present value
methodology.
b) Then, if Project Capacity remains, to all other Qualified Bidders. If sufficient Project
Capacity is not available, the capacity will be allocated based on the highest net
present value methodology.
Any qualified bids received on or before November 2, 2014 will be treated as if received on November
3, 2014 prior to 5 pm ECT, and any qualified bids received after November 7, 2014, 5 pm ECT will be
treated as if received on November 10, 2014, the last day of this Open Season.
ACP will promptly notify the successful bidder(s) upon close of the bidding period.
Reservations
ACP reserves the right, in its sole discretion, to:
a) Terminate this Open Season; to extend the Open Season period reflected above,
including the date in which ACP commences awarding the capacity; or continue
marketing the remaining Project Capacity to the extent the Project is not fully
subscribed at the end of the Open Season.
b) Decline to proceed with the Project or any portion of the Project.
c) Modify the scope of the Project to accommodate market interest;
d) Reject bids that are inconsistent with the terms and conditions outlined in this Open
Season, and/or is incomplete, contains additional or modified terms, or is otherwise
deficient in any respect.
No accepted bid shall be binding on ACP unless and until duly authorized representative of ACP has
executed a binding precedent agreement.
Contact
For questions and additional information regarding this Open Season, please contact Lyle Henry, Fax:
(804) 771-6786, Phone: (804) 771-4734 E-mail: lyle.a.henry@dom.com.
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