Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following capitalized terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. "Agreement" means this Interconnection Agreement, including all Exhibits and Appendices attached hereto and incorporated herein by reference, as the same m

Section 1.2 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) References in this Agreement to "Articles," "Sections," "Exhibits," and "Appendices" shall be to the Articles and Sections of, and the Exhibits and Appendices to, this Agreement, unless the context otherwise requires. All Exhibits and Appendices attached to this Agreement are incorporated herein by reference

ARTICLE II — PURPOSE AND SCOPE

Section 2.1 — Purpose The purpose of this Agreement is to establish the terms and conditions governing the physical interconnection of the Ridgeline Pipeline System with ATPC's 30-inch Mainline at ATPC Milepost 412.6, located at the Wetzel County Interconnect in Wetzel County, West Virginia. This Agreement is intended to enable the bidirectional flow of Natural Gas between the two pipeline systems at the Interconnect

Section 2.2 — Scope The scope of this Agreement encompasses the following: (a) The initial Interconnection Facilities, comprising both the Ridgeline Interconnection Facilities and the ATPC Interconnection Facilities as described in Article IV, with a Design Capacity of 800 MMcf/d bidirectional flow capability, expandable to 1.2 Bcf/d through the construction of Expansion Facilities pursuant to Article VI. (b) The con

Section 2.3 — FERC Jurisdiction The Parties acknowledge and agree that this Agreement, the Interconnection Facilities, and the transportation of Natural Gas through the Interconnection Point are subject to the jurisdiction of the Commission under the Natural Gas Act, 15 U.S.C. §§ 717 et seq., and the Commission's regulations, including but not limited to 18 C.F.R. Parts 154, 157, and 284. The Parties further acknowle

ARTICLE III — INTERCONNECTION POINT DESCRIPTION

Section 3.1 — Location The Interconnection Point shall be located at the Wetzel County Interconnect, in Wetzel County, West Virginia. The approximate geographic coordinates of the Interconnection Point are 39.6120° N latitude, 80.7540° W longitude. The Interconnection Point is situated at Milepost 0.0 of the Ridgeline Pipeline System (the western terminus and receipt point of the Ridgeline system) and at ATPC Milepos

Section 3.2 — Site Description The Interconnection Point is situated within an existing right-of-way corridor in a rural area of Wetzel County, West Virginia. The site includes portions of ATPC's existing pipeline right-of-way along the 30-inch Mainline, as well as land adjacent to and contiguous with Ridgeline's existing receipt point facilities at the western terminus of the Ridgeline Pipeline System. The surroundi

Section 3.3 — Flow Direction The Interconnection Facilities shall be designed and constructed to accommodate bidirectional flow of Natural Gas. Gas may flow from ATPC's pipeline system into the Ridgeline Pipeline System (i.e., receipt into the Ridgeline system), and Gas may also flow from the Ridgeline Pipeline System into ATPC's pipeline system (i.e., delivery from the Ridgeline system into the ATPC system). The pri

ARTICLE IV — INTERCONNECTION FACILITIES

Section 4.1 — Ridgeline Interconnection Facilities Ridgeline shall design, procure, construct, own, operate, and maintain, at its sole cost and expense, the following facilities on the Ridgeline side of the Interconnection Point (collectively, the "Ridgeline Interconnection Facilities"): (a) Metering Station. A metering station on the Ridgeline side of the Interconnection Point, including the following components: (i

Section 4.2 — ATPC Interconnection Facilities ATPC shall design, procure, construct, own, operate, and maintain, at its sole cost and expense, the following facilities on the ATPC side of the Interconnection Point (collectively, the "ATPC Interconnection Facilities"): (a) Hot-Tap Connection and Tie-In. A hot-tap connection and associated tie-in facilities at ATPC Milepost 412.6 on the existing 30-inch Mainline, inclu

Section 4.3 — Total Interconnection Facilities Cost and Cost Allocation The total estimated cost of the Interconnection Facilities (comprising both the Ridgeline Interconnection Facilities and the ATPC Interconnection Facilities) is A detailed breakdown of the estimated costs by major category is set forth in Exhibit E attached hereto. The costs of the Interconnection Facilities shall be allocated between the Parties

Section 4.4 — Design Capacity The Interconnection Facilities shall have an initial Design Capacity of 800 MMcf/d bidirectional flow at the Interconnection Point. The Interconnection Facilities shall be designed and constructed with provisions to accommodate future expansion to a maximum throughput capacity of 1.2 Bcf/d through the construction of Expansion Facilities pursuant to Article VI. The design basis for the I

Section 4.5 — Ownership and Title Each Party shall own and hold exclusive title to its respective Interconnection Facilities as described in Sections 4.1 and 4.2. Neither Party shall have any ownership interest in the other Party's Interconnection Facilities by virtue of this Agreement or any activities undertaken in connection herewith. The custody transfer point at the Interconnection Point shall be located at the

Section 4.6 — Technical Specifications All Interconnection Facilities shall be designed, engineered, and constructed in accordance with the following applicable codes, standards, and regulatory requirements: (a) 49 C.F.R. Part 192 — Transportation of Natural and Other Gas by Pipeline: Minimum Federal Safety Standards, including all applicable subparts relating to design, construction, pressure testing, operations, ma

Section 4.7 — Metering Station Design Review Within thirty (30) days of execution of this Agreement, Ridgeline shall submit to ATPC for review the detailed engineering design of the Ridgeline metering station described in Section 4.1, including meter run sizing calculations, flow profile analysis, and flow conditioner specifications. ATPC shall have thirty (30) days following receipt of such design submission to revi

Section 5.1 — Construction Responsibilities Each Party shall be solely responsible for the engineering, procurement, and construction of its own Interconnection Facilities as described in Sections 4.1 and 4.2 of this Agreement. Each Party shall engage its own EPC contractor(s) and shall bear all costs, expenses, and liabilities associated with the design and construction of its respective facilities. The Parties shal

Section 5.2 — Construction Schedule The Parties shall use commercially reasonable efforts to complete the construction of the Interconnection Facilities and achieve the Target Commencement Date of Q4 2023. The following preliminary construction schedule sets forth the anticipated milestones for the Interconnection Facilities: The foregoing construction schedule is a target schedule and is subject to receipt of FERC a

Section 5.3 — Permits and Approvals Each Party shall be responsible for obtaining, at its own cost and expense, all permits, licenses, approvals, authorizations, and consents from governmental authorities that are necessary or required for the construction, installation, operation, and maintenance of its respective Interconnection Facilities. Without limiting the foregoing, Ridgeline shall be primarily responsible fo

Section 5.4 — Construction Standards and Quality Assurance All construction of the Interconnection Facilities shall be performed in compliance with the codes and standards set forth in Section 4.6, including 49 C.F.R. Part 192 and ASME B31.8, and in accordance with Prudent Industry Practices. Each Party shall have the right, upon reasonable advance notice (not less than five (5) Business Days, except in the case of a

Section 5.5 — Cost Overruns and Change Orders Each Party shall bear all cost overruns on its own Interconnection Facilities. In no event shall either Party be obligated to reimburse, indemnify, or bear any portion of cost overruns attributable to the other Party's Interconnection Facilities. Any change order or modification to the design, scope, or specifications of the Interconnection Facilities that affects the oth

Section 5.6 — Delay; Conditions Precedent to Commencement The Commencement Date and the commencement of gas flow at the Interconnection Point shall be conditioned upon the satisfaction of each of the following conditions precedent: (a) FERC authorization of the interconnection and Ridgeline's initial tariff rate in Docket Nos. RP22-847-000 and RP22-847-001 shall have been obtained, and such authorization shall be fin

Section 6.1 — Expansion Right Either Party may, at any time after the Commencement Date, request expansion of the Interconnection Facilities from the initial Design Capacity of 800 MMcf/d to a maximum capacity of 1.2 Bcf/d by providing written notice to the other Party (an "Expansion Request"). The Expansion Request shall describe the proposed scope of the Expansion Facilities, the anticipated increase in capacity, t

Section 6.2 — Expansion Cost Allocation The costs of the Expansion Facilities shall be allocated between the Parties based on the same cost-causation principles applied to the initial Interconnection Facilities under Section 4.3 of this Agreement. Specifically, each Party shall bear the cost of the Expansion Facilities that it owns and operates on its respective side of the Interconnection Point, unless the Parties o

Section 6.3 — Expansion Construction The construction of Expansion Facilities shall be performed in accordance with the same technical standards, construction codes, quality assurance procedures, inspection protocols, and oversight mechanisms as are applicable to the initial construction of the Interconnection Facilities under Article V. All provisions of Article V, including those relating to construction responsibi

ARTICLE VII — OPERATIONS AND MAINTENANCE

Section 7.1 — Operating Responsibilities Each Party shall operate and maintain its own Interconnection Facilities in a safe, reliable, and efficient manner, consistent with Prudent Industry Practices, applicable laws and regulations (including 49 C.F.R. Part 192), and the terms and conditions of this Agreement. Each Party shall maintain adequate numbers of qualified, trained, and competent personnel for the operation

Section 7.2 — Operational Protocols The Parties shall, prior to the Commencement Date, develop and mutually agree upon comprehensive written operational protocols governing the day-to-day operation of the Interconnection Facilities at the Interconnection Point. The operational protocols shall be attached to this Agreement as Exhibit D and shall address, at a minimum, the following subjects: (a) Scheduling and Nominat

Section 7.3 — Gas Quality All Natural Gas delivered at the Interconnection Point, whether delivered by Ridgeline to ATPC or by ATPC to Ridgeline, shall meet the gas quality specifications set forth in Exhibit C attached hereto. The gas quality specifications shall include, at a minimum, the following parameters: (a) Gross heating value (BTU content per standard cubic foot); (b) Moisture content (water vapor); (c) Hyd

Section 7.4 — Measurement (a) Primary Measurement. Measurement of the quantities of Natural Gas flowing through the Interconnection Point shall be performed by the Ridgeline metering station, which shall serve as the primary measurement point for custody transfer purposes. The Ridgeline metering station shall be equipped with four (4) ultrasonic flow meter runs (with one run designated as a spare/standby) and dual-re

Section 7.5 — Pressure The operating pressure at the Interconnection Point shall be maintained within agreed-upon ranges, as speci