NORTHEAST ENERGY DIRECT PROJECT DOCKET NO. PF DRAFT ENVIRONMENTAL REPORT RESOURCE REPORT 1 GENERAL PROJECT DESCRIPTION PUBLIC.

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1 NORTHEAST ENERGY DIRECT PROJECT DOCKET NO. PF DRAFT ENVIRONMENTAL REPORT RESOURCE REPORT 1 GENERAL PROJECT DESCRIPTION PUBLIC Submitted by: Tennessee Gas Pipeline Company, L.L.C Louisiana Street Houston, Texas 77002

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3 1-i RESOURCE REPORT 1 GENERAL PROJECT DESCRIPTION SUMMARY OF FILING INFORMATION INFORMATION FOUND IN Provide a detailed description and location map of the Project facilities ( (c)(1)). Describe any non-jurisdictional facilities that would be built in association with the Project ( (c)(2)). Provide current original U.S. Geological Survey 7.5-minute series topographic maps with mileposts showing the Project facilities ( (c)(3)). Provide aerial images or photographs or alignment sheets based on these sources with mileposts showing the Project facilities ( (c)(3)). Provide plot/site plans of compressor stations showing the location of the nearest noise-sensitive areas within 1 mile ( (c)(3,4)). Describe construction and restoration methods ( (c)(6)). Section 1.1 Attachment 1a Section 1.7 Attachment 1a Volume II, Appendix F Volume IV, Appendix AAA and Resource Report 9, Attachment 9a Section 1.3 Identify the permits required for construction across surface waters ( (c)(9)). Provide the names and addresses of all affected landowners and certify that all affected landowners will be notified as required in Section 157.6(d) ( (c)(10)). Section 1.6 Section 1.8 Volume III, Appendix AA

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5 1-ii TABLE OF CONTENTS 1.0 GENERAL PROJECT DESCRIPTION PROPOSED FACILITIES Purpose and Need Location and Description of Facilities Pipeline Facilities Aboveground and Appurtenant Facilities Location Maps, Detailed Site Maps, and Plot/Site Maps LAND REQUIREMENTS Pipeline Facilities Aboveground and Appurtenant Facilities Access Roads Contractor Yards Additional Temporary Workspace Areas of No Access Non-Surveyed Areas CONSTRUCTION PROCEDURES Pipeline Construction Marking the Corridor Erosion and Sediment Control Clearing, Grading, and Fencing Trenching Pipe Stringing Pipe Bending Pipe Assembly and Welding X-Ray and Weld Repair Coating Field Welds, Inspection and Repair Pipe Preparation and Lowering-In Tie-Ins Backfilling and Grade Restoration Clean-up and Restoration Hydrostatic Testing and Tie-Ins

6 Environmental Report 1-iii Alternating Current Mitigation and Cathodic Protection Specialized Construction Procedures Rugged Topography Residential Areas Agricultural Lands Road and Railroad Crossings Trenchless Construction Methods Rock Removal Wetland Crossing Construction Waterbody Crossing Construction Project Specific Alternative Measures or Modifications to Commission s Plan and Procedures Compressor Stations, Meter Stations, and Appurtenant Facilities Clearing and Grading Foundations Building Design and Construction High Pressure Piping Pressure Testing Infrastructure Facilities Control Checkout and Startup Final Grading and Landscaping Erosion Control Procedures Timeframe for Construction Supervision and Inspection OPERATION AND MAINTENANCE PROCEDURES General Procedures Vegetation Maintenance Cathodic Protection and Alternating Current Mitigation Areas Periodic Pipeline and ROW Patrols Procedures Specific to Aboveground Facilities FUTURE PLANS AND ABANDONMENT PERMITS AND APPROVALS NON-JURISDICTIONAL FACILITIES

7 1-iv 1.8 LANDOWNER/AGENCY CONSULTATION Landowner Consultation/Public Participation Agency Consultation Threatened and Endangered Species Consultations Interagency and Other Review/Resource Agency Meetings SUMMARY OF CUMULATIVE IMPACTS Introduction Cumulative Impacts Analysis Spatial and Temporal Scale Past, Present, Proposed or Future Projects Evaluated for Potential Cumulative Impacts

8 TABLE OF CONTENTS (Continued) LIST OF TABLES Environmental Report 1-v Table Summary of NED Project Facilities Table Proposed Pipeline Facilities for the Project Table Areas of Pipeline Looping and Co-Location for the Pipeline Facilities Table Proposed Compressor Stations for the Project Table Proposed Meter Stations for the Project Table Proposed Appurtenant Facilities for the Project Table Summary of Land Requirements for the Project Table Proposed Construction ROW Widths for the Project Pipeline Facilities Table Typical Right-of-Way Configurations for the Project Pipeline Table Land Requirements for the Project Pipeline Facilities Table Land Requirements for the Project Aboveground and Appurtenant Facilities Table Areas of No Access for the Project by State Table Non-Surveyed Areas of the Project Table Tennessee s Minimum Specifications for Depth of Cover Table Horizontal Directional Drill Crossings for the Project Table Cathodic Protection Areas Along the Project Table Maximum Interval Between Patrols Table 1.6-1Permits, Licenses, Approvals, and Certificates Required for Construction, Operation, and Maintenance of the Project Table Libraries Within the Project Area Table Newspapers Within the Project Area Table Agency Meetings Conducted for the Project (As of July 24, 2015) Table Spatial/Geographic Criteria for Cumulative Impacts Table List of Projects Potentially Contributing to Cumulative Impacts... 1b-1

9 ATTACHMENT 1a FIGURES TABLE OF CONTENTS (Continued) LIST OF ATTACHMENTS Environmental Report 1-vi Figure Figure Figure Figure Project Location Map Projects Within the HUC 8 Watershed CIAA Projects Within CIAA Project Within Specified Buffer CIAA ATTACHMENT 1b TABLES Table List of Projects Potentially Contributing to Cumulative Impacts ATTACHMENT 1c LIST OF SOURCES DESCRIBING THE NEED FOR ADDITIONAL PIPELINE INFRASTRUCTURE IN THE NORTHEAST U.S. ATTACHMENT 1d LIST OF SOURCES FOR PROJECTS POTENTIALLY CONTRIBUTING TO CUM ULATIVE IM PACTS

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11 GENERAL PROJECT DESCRIPTION Tennessee Gas Pipeline Company, L.L.C. ( Tennessee or TGP ) is filing an application seeking the issuance of a certificate of public convenience and necessity from the Federal Energy Regulatory Commission ( Commission or FERC ) for the construction and operation of the proposed Northeast Energy Direct Project ( NED Project or Project ). Tennessee proposes to expand and modify its existing pipeline system in Pennsylvania, New York, Massachusetts, New Hampshire, and Connecticut. The NED Project is being developed to meet the increased demand in the Northeast United States ( U.S. ) for transportation capacity of natural gas. The NED Project will provide new firm natural gas transportation capacity to meet the growing energy needs in the Northeast U.S., particularly in New England. The Supply Path Component, as defined below, will transport up to 1.0 billion cubic feet per day ( Bcf/d ) of natural gas, and the Market Path Component, as defined below, will transport up to 1.3 Bcf/d of natural gas. 1 For the purposes of the ER, the Project volume will be referred to as up to 1.3Bcf/d. The proposed Project involves the following facilities: Approximately 39 miles of pipeline looping on Tennessee s 300 Line in Pennsylvania; Approximately 132 miles of new pipeline, of which 99 miles are proposed to be generally co-located with the certificated Constitution Pipeline Project ( Constitution ) 2 in Pennsylvania and New York (extending from Tennessee s existing 300 Line near Auburn, Pennsylvania to Wright, New York); Approximately 53 miles of pipeline generally co-located with Tennessee s existing 200 Line and an existing utility corridor in New York; Approximately 64 miles of pipeline generally co-located with an existing utility corridor in Massachusetts; Approximately 71 miles of pipeline generally co-located with an existing utility corridor in New Hampshire (extending southeast to Dracut, Massachusetts); Approximately 59 miles of various laterals and pipeline looping segments in Massachusetts, New Hampshire, and Connecticut to serve local markets; Construction of nine new compressor stations and 13 new meter stations, and modifications to an existing compressor station and 12 existing meter stations throughout the Project area; and Construction of appurtenant facilities, including mainline valves ( MLVs ), cathodic protection, and pig launcher/receivers through the Project area. 1 The reason for the difference in the capacity volumes of the two Project components is that Tennessee is assuming a certain amount of volumes to flow on the Market Path component facilities from sources other than the Supply Path component. 2 On December 2, 2014, the Commission issued an Order Issuing Certificates and Approving Abandonment, Constitution Pipeline Company, LLC, 149 FERC 61,199 (2014), for the Constitution Pipeline Project, which adopted the recommendations from the Constitution Final Environmental Impact Statement: Constitution Pipeline and Wright Interconnect Projects, FERC Environmental Impact Statement ( EIS ) No. 0249F, Docket Numbers CP , CP , and PF ( Constitution Final EIS [ FEIS ] ) issued October 24, Information contained within this related to the Constitution Pipeline Project was based on the routing included in the FEIS, as approved by the certificate order.

12 Environmental Report 1-2 To the extent that it is practicable, feasible, and in compliance with existing law, Tennessee proposes to locate proposed pipeline facilities (either pipeline looping segments or co-located pipeline facilities) generally within or adjacent to its existing right-of-way ( ROW ) associated with its existing 300 Line in Pennsylvania and Connecticut; its existing 200 Line in New York and Massachusetts; and existing utility (pipeline and powerline) corridors in Pennsylvania, New York, Massachusetts, and New Hampshire. Table provides a summary of the NED Project facilities. Pipeline loops are those pipeline segments which are laid parallel to another pipeline and used as a way to increase capacity along what is possible on one line. These lines are connected to move a larger flow of gas through a single pipeline segment. Co-located pipelines are those that are laid parallel to another existing pipeline or linear utility. The current route of Tennessee s proposed NED Project, in large part, is located parallel and adjacent to, and, in many cases, overlaps existing utility easements (either pipeline or powerlines). This paralleling/overlapping of easements is commonly referred to as co-location. Refinement to the routing, including locations of permanent easement and temporary construction workspaces, will occur as the NED Project is developed through the pre-filing and certificate processes, which will incorporate information gained from field surveys, and landowner and stakeholder input, including input from power companies that have existing easements in areas where Tennessee is proposing to co-locate the Project pipelines. For areas of the NED Project pipeline alignment that are proposed to be co-located with existing powerline easements, Tennessee is proposing that the centerline of the pipeline will be installed generally five (5) feet outside the existing power line easement boundary. This proposed alignment is reflected in the proposed impacts of the Project discussed in the ER and in the attached powerline co-location configurations, ROW-Config_05 and 06, included in Volume II, Appendix G. For all areas of co-location with powerline easements, Tennessee is proposing that the permanent easement be centered generally on the proposed pipeline and that 20 feet of the proposed 50 foot permanent easement overlap the existing powerline easement. Further, Tennessee is proposing that the temporary construction workspace for the Project for these areas of co-location would overlap the existing powerline easement between 30 to 60 feet. The amount of overlap of temporary construction easements and the existing powerline easements will depend ultimately on the location of the closest powerline towers and facilities, which will dictate the amount of available space on the powerline easement. This proposed overlap of permanent easement and temporary construction workspace with existing powerline easements will reduce environmental and landowner impacts by a commensurate width outside the powerline easement. Tennessee notes that the proposed routing of the centerline of the pipeline generally five feet outside the existing powerline easement boundaries is based on available public information. Tennessee has engaged in discussions with the power companies regarding co-location and the proposed overlapping of NED Project permanent easements and temporary construction workspaces with that of existing powerline easements and these discussions are ongoing. Tennessee may adjust the proposed centerline location of the pipeline and overlapping areas in the final ER for the Project to reflect these discussions, including appropriate mitigation for safety and operational considerations, as well as landowner and agency concerns, avoidance of sensitive environmental resources, and construction considerations. These adjustments may result in the centerline of the pipeline to be located within an existing powerline easement, less than five feet from the existing power line boundary, or further than five feet from the existing powerline boundary.

13 1-3 Tennessee is requesting issuance of a certificate order for the Project in November 2016 and proposes to commence construction activities in January 2017, in anticipation of placing the Project facilities inservice by November 2018 (with the exception of the proposed pipeline looping segment in Connecticut, which would be placed in-service by November 2019), consistent with the terms and conditions of the precedent agreements executed with Project Shippers. Tennessee s existing pipeline infrastructure consists of approximately 11,900 miles of pipeline designated as the 100, 200, 300, 400, 500, and 800 Lines, based on the region they serve. The proposed NED Project focuses on the existing 200 and 300 Lines. The 200 Line consists of multiple pipelines varying from 24 inches to 36 inches in diameter beginning on the suction side of Compressor Station 200 in Greenup, Kentucky, and extending east through Ohio, Pennsylvania, New York, and Massachusetts. The 300 Line system consists of two pipelines (24 inches and 30 inches in diameter) beginning on the discharge side of Compressor Station 219 in Mercer, Pennsylvania, traveling east through Pennsylvania, New Jersey, New York, Connecticut, and terminating as a 16-inch-diameter pipeline at Compressor Station 261 in Hampden, Massachusetts.

14 Facility Name Facility Type New / Modified Table Summary of NED Project Facilities Environmental Report 1-4 Associated Pipeline 1 Segment 2 MP 3 Length (miles) 4 Pe nnsylvania Loop Pipeline New N/A Bradford A N/A Loop Pipeline New N/A Bradford B N/A 4.83 Loop Pipeline New N/A Susquehanna B N/A 5.18 Pennsylvania to Wright Pipeline Segment Pipeline New N/A Susquehanna C N/A Station 319 Modification Supply Path Head Station Pennsylvania to Wright Pipeline Segment Pennsylvania to Wright Pipeline Segment Pennsylvania to Wright Pipeline Segment Pennsylvania to Wright Pipeline Segment Pennsylvania to Wright Pipeline Segment Compressor Station Compressor Station Modified Loop Bradford B 0.00 N/A New Pennsylvania to Wright Pipeline Segment New York Susquehanna C N/A Pennsylvania Subtotal Pipeline New N/A Broome D N/A Pipeline New N/A Chenango D N/A 2.45 Pipeline New N/A Delaware D N/A Pipeline New N/A Delaware E N/A Pipeline New N/A Schoharie E N/A 30.90

15 1-5 Facility Name Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Supply Path Mid Station Supply Path Tail Station Market Path Head Station IGT-Constitution Bi-Directional Meter NED Check NED/200 Line Bi- Directional OPP & Check Market Path Mid Station 1 Wright to Dracut Pipeline Segment Facility Type New / Modified Table Summary of NED Project Facilities Associated Pipeline 1 Segment 2 MP 3 Length (miles) 4 Pipeline New N/A Schoharie F N/A 3.89 Pipeline New N/A Albany F N/A Pipeline New N/A Rensselaer F N/A Compressor Station Compressor Station Compressor Station Meter Station Meter Station Meter Station Compressor Station New New New New New New New Pennsylvania to Wright Pipeline Segment Pennsylvania to Wright Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Massachusetts Delaware D N/A Schoharie E N/A Schoharie F 0.00 N/A Schoharie F 0.03 N/A Schoharie F 0.12 N/A Schoharie F 0.14 N/A Rensselaer F N/A New York Subtotal Pipeline New N/A Berkshire G N/A 21.43

16 Facility Name Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Facility Type New / Modified Table Summary of NED Project Facilities Environmental Report 1-6 Associated Pipeline 1 Segment 2 MP 3 Length (miles) 4 Pipeline New N/A Hampshire G N/A 5.56 Pipeline New N/A Franklin G N/A 5.71 Pipeline New N/A Franklin H N/A Pipeline New N/A Middlesex K N/A 2.82 Maritimes Delivery Line Pipeline New N/A Middlesex L N/A 1.20 Concord Delivery Line Pipeline New N/A Middlesex M N/A 0.51 Lynnfield Lateral Pipeline New N/A Middlesex N N/A Lynnfield Lateral Pipeline New N/A Essex N N/A 4.76 Peabody Lateral Pipeline New N/A Essex O N/A 5.33 Haverhill Lateral Pipeline New N/A Middlesex P N/A 1.67 Haverhill Lateral Pipeline New N/A Essex P N/A 4.00 Fitchburg Lateral Extension Pipeline New N/A Middlesex Q N/A 5.29 Fitchburg Lateral Extension Pipeline New N/A Worcester Q N/A 3.71 North Adams Check Market Path Mid Station 2 West Greenfield Meter Station Compressor Station Meter Station New New New Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Berkshire G 7.32 N/A Berkshire G N/A Franklin H 9.27 N/A

17 1-7 Facility Name Market Path Mid Station 3 Market Path Tail Station Maritimes Check Check Haverhill Check Fitchburg Lateral Check Longmeadow 5 Everett 5 Facility Type Compressor Station Compressor Station Meter Station Meter Station Meter Station Meter Station Meter Station Meter Station Meter Station North Adams Custody (20103) 5 Meter Station Lawrence (20121) 5 Southbridge (20108) 5 Meter Station Meter Station New / Modified New New Table Summary of NED Project Facilities Associated Pipeline 1 Segment 2 MP 3 Length (miles) 4 Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Franklin H N/A Middlesex K 2.82 N/A New Maritimes Delivery Line Middlesex L 1.20 N/A New Concord Delivery Line Middlesex M 0.06 N/A New Lynnfield Lateral Essex N N/A New Haverhill Lateral Middlesex P 0.10 N/A New Fitchburg Lateral Extension New Existing TGP Line Hampden N/A New Modified Modified Modified Existing TGP Line 270C Existing TGP Line 256A-100 Existing TGP Line 270B- 400 Existing TGP Line 264A-100 Worcester Q N/A Middlesex Berkshire Essex Worcester N/A N/A N/A N/A Proposed Facility Proposed Facility Existing Facility Existing Facility Existing Facility N/A N/A N/A N/A N/A

18 1-8 Facility Name Spencer (20191) 5 Leominster (20111) 5 Lunenberg (20949) 5 Lexington (20192) 5 Burlington (20341) 5 Arlington (20115) 5 Reading (20136) 5 Essex (20323) 5 Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Facility Type Meter Station Meter Station Meter Station Meter Station Meter Station Meter Station Meter Station Meter Station New / Modified Modified Modified Modified Table Summary of NED Project Facilities Associated Pipeline 1 Segment 2 MP 3 Length (miles) 4 Existing TGP Line 264B- 100 Existing TGP Line 268A-300 Existing TGP Line 268A-100 Worcester Worcester Worcester N/A N/A N/A Modified Existing TGP Line Middlesex N/A Modified Modified Modified Modified Existing TGP Line 270A-100 Existing TGP Line 270A-100 Existing TGP Line 270C- 200 Existing TGP Line 270C- 500 New Hampshire Middlesex Middlesex Middlesex Essex N/A N/A N/A N/A Existing Facility Existing Facility Existing Facility Existing Facility Existing Facility Existing Facility Existing Facility Existing Facility N/A N/A N/A N/A N/A N/A N/A N/A Massachusetts Subtotal Pipeline New N/A Cheshire I N/A Pipeline New N/A Hillsborough I N/A 0.10 Pipeline New N/A Hillsborough J N/A 36.75

19 Facility Name Wright to Dracut Pipeline Segment Facility Type New / Modified Table Summary of NED Project Facilities Environmental Report 1-9 Associated Pipeline 1 Segment 2 MP 3 Length (miles) 4 Pipeline New N/A Rockingham J N/A 4.77 Haverhill Lateral Pipeline New N/A Rockingham P N/A 2.02 Fitchburg Lateral Extension Pipeline New N/A Hillsborough Q N/A Market Path Mid Station 4 West Nashua Compressor Station Meter Station New New Wright to Dracut Pipeline Segment Wright to Dracut Pipeline Segment Connecticut Hillsborough J 5.50 N/A Hillsborough J N/A New Hampshire Subtotal Line CT Loop Pipeline New N/A Hartford S N/A Easton (20853) 5 Meter Station Modified Existing TGP Line Fairfield N/A Existing Facility N/A Connecticut Subtotal Project Total N/A-Not Applicable for proposed pipelines. This column indicates the associated pipeline segment for each aboveground facility (compressor stations and meter stations). Each segment is associated with its own set of mileposts starting at MP N/A- Not Applicable for proposed pipeline facilities. Mileposts are provided for the existing and new compressor stations and the existing and new meter stations located along new proposed pipeline segments only. Mileposts are not provided for meter stations located along TGP s existing system. N/A- Not Applicable for aboveground facilities (compressor stations and meter stations). Pipeline length applies only to the proposed pipeline facilities as reflected on the alignment sheets. Mileposts for these facilities are not provided because these facilities are located along other pipeline segments of Tennessee's existing system that are not proposed to be modified as part of this Project.

20 PROPOSED FACILITIES Purpose and Need Tennessee proposes to construct, install, and operate the Project facilities to meet the growing demand for natural gas transportation capacity in the Northeast and, more specifically, New England. The Project, as described further herein, is a major new pipeline project that consists of: (1) approximately 171 miles of new and co-located pipeline and two pipeline looping segments on Tennessee s existing 300 Line in Pennsylvania, and compression facilities designed to receive gas from Tennessee s 300 Line, Iroquois Gas Transmission System, LP, and/or the Constitution Pipeline Project for deliveries to Tennessee s existing 200 Line system and/or Market Path Component of the NED Project, as defined below, near Wright, New York (may be referred to as the Supply Path Component of the NED Project); and (2) approximately 188 miles of new and co-located pipeline facilities extending from Wright, New York, to an interconnect with the Joint Facilities of Maritimes & Northeast Pipeline System and Portland Natural Gas Transmission System ( PNGTS ) ( Joint Facilities ) at Dracut, Massachusetts and Tennessee s existing 200 Line near Dracut, Massachusetts (may be referred to as the Market Path Component of the NED Project). In addition, the Project includes: (1) the construction of nine new compressor stations, and modifications at an existing compressor station throughout the Project area; (2) construction of 13 new meter stations and modifications to 12 existing meter station throughout the Project area; and (3) approximately 59 miles of market delivery laterals and pipeline looping segments located in Pennsylvania, New York, Massachusetts, New Hampshire, and Connecticut. Upon completion, the Project will provide up to 1.3 Bcf/d of additional natural gas transportation capacity to meet the growing energy needs in the Northeast U.S., particularly in New England. This includes needs of local distribution companies ( LDCs ), gas-fired power generators, electric distribution companies, industrial plants, natural gas producers, and other New England consumers. Tennessee has executed precedent agreements, for approximately 500,000 dekatherms per day ( Dth/d ) of long-term firm transportation capacity on the Market Path Component of the proposed NED Project, with The Berkshire Gas Company, Columbia Gas of Massachusetts, Connecticut Natural Gas Corporation, Liberty Utilities Corporation (EnergyNorth Natural Gas Incorporated), National Grid, Southern Connecticut Gas Corporation, City of Westfield Gas and Electric Light Department, and other shippers that will be identified in the certificate application for the Project, which demonstrates the market need for the Project capacity. Negotiations continue with additional Project Shippers for both the Supply Path and Market Path Components of the Project. This Project and its in-service date of November 2018 (with the exception of the proposed pipeline looping segment in Connecticut, to be placed in-service by November 2019) are supported by the precedent agreements entered into by the Project Shippers. Multiple studies have concluded that additional pipeline infrastructure is needed in the region to serve increasing demand from LDCs and the power sector, as listed in Attachment 1c. As a result of the fact that current natural gas transportation infrastructure is inadequate to meet the growing demand in the New England region, gas prices in New England are the highest in the U.S 3. Limited natural gas transportation infrastructure also has led to extremely high electricity prices in the Northeast U.S., and threatens the 3 See ISO New England, 2013 Wholesale Electricity Prices in New England Rose on Higher Natural Gas Prices: Pipeline Constraints and Higher Demand Pushed Up Prices for Both Natural Gas and Power at 1 (March 18, 2014), available at

21 1-11 reliability of the region s electric grid. 4 National Grid received approval to increase its customers electric rates by an average of 37 percent for winter due to continued constraints on the natural gas pipelines serving the region, which decrease natural gas availability at times of peak demand, causing some generators to buy gas on the spot market at higher prices, switch over to alternate fuels, or not run at all. 5 A January 21, 2015 presentation by Gordon van Welie, President and Chief Executive Officer of ISO-New England, discussed that the New England region is challenged by a lack of natural gas pipeline infrastructure, and is losing non-gas power plants, resulting in serious threats to power system reliability. The presentation further noted that electricity prices are on an upward trajectory until the needed energy infrastructure is added. 6 Additional natural gas infrastructure may benefit the region in the form of lower energy costs and enhanced reliability to both the gas transmission system and the power grid, while also reducing the region s reliance on coal and oil-fired power plants with the added benefit of reducing greenhouse gas ( GHG ) emissions. A recent study by the Interstate Natural Gas Association of America ( INGAA ) Foundation and ICF International predicted that 6.0 Bcf/d of new natural gas pipeline capacity will be needed in the Northeast U.S. by 2020, and 10.1 Bcf/d of capacity will be needed by Another recent study by the Competitive Energy Services ( CES ) estimated that to provide the ISO-NE with natural gas to meet the needs of electric generators in the winter at competitive prices, New England needs an additional 2.4 Bcf/d of pipeline capacity, resulting in an annual economic value of $2.988 billion per year to the region s electricity consumers alone 8. The New England region as a whole will benefit from the Project, as it will enable New England to sustain its electric grid and lower energy costs to compete on a more level economic playing field with other regions of the Nation with access to low-cost gas. As part of Tennessee s fully integrated natural gas pipeline transportation system, the Project will provide incremental access to diverse and economic supplies of natural gas to customers in the New England region. As demand for natural gas in New England increases, Tennessee s LDC Project Shippers have expressed the need for additional firm transportation capacity to serve their growing residential, commercial, industrial, and power generation markets Id. at 2. See also Massachusetts Office of The Attorney General, Overview of Electricity & Natural Gas Rates, available at National Grid, National Grid Files for Winter Rates in Massachusetts (September 24, 2014), available at Massachusetts DPU Docket No , National Grid petition approved on 11/7/14. van Welie, Gordon State of the Grid: Managing a System in Transition. ISO-New England Inc., ISO on Background Informational Briefing, January 21, 2015, available at The Interstate Natural Gas Association of America INGAA Foundation, North American Midstream Infrastructure through 2035: Capitalizing on Our Energy Abundance (March 18, 2014). Available at Silkman, Richard and Mark Isaacson Assessing Natural Gas Supply Options for New England and their Impacts on Natural Gas and Electricity Prices (February 12, 2014). Prepared for the Industrial Energy Consumer Group. Available at:

22 Environmental Report 1-12 Construction of the Project will help alleviate the natural gas pipeline capacity constraints in New England by increasing capacity in high-demand markets in New England. The Project will serve the emergent need for significant natural gas transportation capacity into New England by delivering sufficient incremental supplies that will, based upon basic market forces of supply and demand, put considerable downward pressure on energy commodity prices, which currently are among the highest in the U.S. The expanded natural gas pipeline transportation infrastructure will ensure greater reliability and fuel certainty in the electric generation sector. The proposed interconnection with the Joint Facilities, together with the anticipated reversal of the primary flow direction of the Joint Facilities and Maritimes & Northeast Pipeline, will potentially enable the Project to access more markets in the region, including those in New Hampshire and Maine, the Atlantic Canada region, as well as markets on Algonquin Gas Transmission s ( AGT ) pipeline system through its HubLine Pipeline. Additionally, the Project significantly increases capacity via a backhaul on Tennessee s existing 200 Line system and will increase deliverability at an important supply feed to the AGT pipeline system via an existing Tennessee-AGT interconnect at Mendon, Massachusetts. Backhaul refers to transporting gas in the opposite direction from historical operation. The existing Tennessee system generally flows from west to east in New England. Bringing gas into the eastern end of the existing system via the Project will allow Tennessee to use the existing pipes to instead transport gas from east to west first via displacement, and then if volumes become large enough via physical east to west flow. A significant portion of the Market Path Component facilities are proposed to be co-located with existing utility corridors (i.e., generally located parallel and adjacent to, and, in certain cases, overlaps existing utility easements (pipeline or powerline) rather than with Tennessee s existing ROW through the Commonwealth of Massachusetts. Tennessee s existing system is located in densely populated and developed parts of Connecticut and Massachusetts. When Tennessee evaluated the market need in New England, and the scope of facilities that would be required to provide the infrastructure that New England needs to reduce its high energy costs and enhance electric reliability, Tennessee conducted extensive evaluation of options to: (1) construct the pipeline along its existing 200 Line pipeline corridor in southern Massachusetts; (2) construct a new pipeline along a route across northern Massachusetts, utilizing existing utility corridors where feasible; or (3) construct a new pipeline along a route across eastern New York, western Massachusetts and southern New Hampshire, utilizing existing utility corridors where feasible. An evaluation of the alternatives that Tennessee has and continues to consider and evaluate are set forth in 0 of this ER. Based on an evaluation that includes environmental and landowner impacts, quickest time-to-market gas delivery, constructability, and other factors, Tennessee has selected the New York, Massachusetts, and New Hampshire route which predominantly follows the existing utility corridors for the Market Path Component of the Project. The Project will provide the transformative solution that New England needs to reduce energy costs, enhance electric reliability, and stimulate economic growth in the New England region. It will provide New England with direct access to low-cost gas supplies on the large scale necessary to significantly lower energy costs to the region s homes and businesses. Tennessee s proposed route for the Project will disturb significantly fewer stakeholders and result in lower costs to consumers than it would have if Tennessee were to expand only along its existing 200 Line system corridor. Additionally, the New York, Massachusetts, and New Hampshire route, which predominantly follows existing utility corridors for its Project, will provide economic service to several geographic areas in northern Massachusetts and southern New Hampshire that are not currently served by an interstate pipeline. In summary, the purpose of the Project, to create new natural gas transportation capacity to meet the growing demand for natural gas transportation capacity in the Northeast U.S., particularly New England,

23 1-13 is clear. The new capacity created by the Project will help reduce natural gas costs for homes and businesses in the region, lower electricity prices, increase the reliability of the electric grid, and stimulate economic growth. The Project will also have ancillary environmental benefits by reducing the region s reliance on GHG-emitting coal and oil-fired power plants. The Public Convenience and Necessity section of the certificate application for the Project will include further discussion of the purpose and need for the Project. The certificate application for the Project, including a final version of this, is anticipated to be submitted to the Commission in October Location and Description of Facilities The proposed Project includes two main components: (1) the Supply Path Component of the Project which is comprised of the proposed Project facilities from Troy, Pennsylvania, to Wright, New York; and (2) the Market Path Component of the Project, which is comprised of the proposed Project facilities from Wright, New York, to Dracut, Massachusetts. A summary of the proposed facilities for the Project is provided in Table Additionally, a summary of the individual pipeline facilities and milepost ( MP ) designations within each township or town, county, and state for each pipeline facility is provided in Table The Project facilities are described geographically in a general west-to-east direction and by category. Milepost notations are used throughout this filing to identify resources and facilities along the proposed routes for the pipeline looping segments, co-located pipeline segments, and new pipeline segments and are included on the aerial alignment sheets included as Volume II, Appendix F. For design and reference purposes, the Project facilities have been broken into Segments A through S. Each Segment A through S is associated with its own set of MPs beginning at Mileposts begin at 0.00 at the start of each segment break. Therefore, geographical locations of facilities or environmental features reference both a segment letter and a MP. The Project facilities and geographic locations are summarized in Table Attachment 1a, Figure provides an overview map of the proposed Project facilities, including the approximate locations of the proposed compressor stations identified in Table U.S. Geologica l Survey ( USGS ) topographic quad excerpt mapping of the proposed pipeline facilities (pipeline looping segments, co-located pipeline segments, and new pipeline segments) and specific locations for the aboveground and appurtenant facilities (new and modified compressor stations, new and modified meter stations, MLVs, and pig launcher/receivers) are included in Volume II, Appendix E. Tennessee is also submitting detailed aerial alignment sheets (Volume II, Appendix F) for the properties along the proposed route for the NED Project, with the proposed pipeline facilities and all major existing and proposed aboveground facilities superimposed over the images, in conformance with 18 Code of Federal Regulations ( CFR ), Section (c)(3) of the Commission s regulations. 9 Where applicable, aerial alignment sheets include two sources of aerial imagery: publicly-available aerial imagery and a 1,600-ft aerial corridor was flown along the proposed pipeline route as the alignment was routed at the time of the flight in May Since the flight, there have been route deviations and therefore, not all alignment sheets have imagery from the May 2014 flight. Tennessee initiated flights of the entirety of the currently proposed pipeline route in March This new aerial imagery will be included in the alignment sheet mapping to be included in the final ER.

24 1-14 Table Proposed Pipeline Facilities for the Project Pipeline Name Diameter Milepost Township/Town Segment 1 Length (inches) Begin End (miles) Pennsylvania Loop Bradford Troy A Loop Bradford Granville A Loop Bradford West Burlington A Loop Bradford Burlington A Loop Bradford Towanda A Loop Bradford Monroe A Loop Bradford Asylum A Loop Bradford Wyalusing A Loop Bradford Wyalusing B Loop Bradford Tuscarora B Loop Susquehanna Auburn B Pennsylvania to Wright Pipeline Segment 30 Susquehanna Auburn C Pennsylvania to Wright Pipeline Segment 30 Susquehanna Dimock C Pennsylvania to Wright Pipeline Segment 30 Susquehanna Bridgewater C Pennsylvania to Wright Pipeline Segment 30 Susquehanna Brooklyn C Pennsylvania to Wright Pipeline Segment 30 Susquehanna Harford C Pennsylvania to Wright Pipeline Segment 30 Susquehanna New Milford C Pennsylvania to Wright Pipeline Segment 30 Susquehanna Jackson C Pennsylvania to Wright Pipeline Segment 30 Susquehanna Oakland C Pennsylvania to Wright Pipeline Segment 30 Susquehanna Harmony C Pennsylvania Subtotal 76.01

25 1-15 Table Proposed Pipeline Facilities for the Project Pipeline Name Diameter Milepost Township/Town Segment 1 Length (inches) Begin End (miles) New York Pennsylvania to Wright Pipeline Segment 30 Broome Sanford D Pennsylvania to Wright Pipeline Segment 30 Chenango Afton D Pennsylvania to Wright Pipeline Segment 30 Delaware Masonville D Pennsylvania to Wright Pipeline Segment 30 Delaware Sidney D Pennsylvania to Wright Pipeline Segment 30 Delaware Franklin D Pennsylvania to Wright Pipeline Segment 30 Delaware Franklin E Pennsylvania to Wright Pipeline Segment 30 Delaware Davenport E Pennsylvania to Wright Pipeline Segment 30 Delaware Harpersfield E Pennsylvania to Wright Pipeline Segment 30 Schoharie Summit E Pennsylvania to Wright Pipeline Segment 30 Schoharie Jefferson E Pennsylvania to Wright Pipeline Segment 30 Schoharie Summit E Pennsylvania to Wright Pipeline Segment 30 Schoharie Jefferson E Pennsylvania to Wright Pipeline Segment 30 Schoharie Summit E Pennsylvania to Wright Pipeline Segment 30 Schoharie Jefferson E Pennsylvania to Wright Pipeline Segment 30 Schoharie Summit E Pennsylvania to Wright Pipeline Segment 30 Schoharie Richmondville E Pennsylvania to Wright Pipeline Segment 30 Schoharie Cobleskill E Pennsylvania to Wright Pipeline Segment 30 Schoharie Middleburgh E Pennsylvania to Wright Pipeline Segment 30 Schoharie Schoharie E Pennsylvania to Wright Pipeline Segment 30 Schoharie Wright E Wright to Dracut Pipeline Segment 30 Schoharie Wright F

26 1-16 Table Proposed Pipeline Facilities for the Project Pipeline Name Diameter Milepost Township/Town Segment 1 Length (inches) Begin End (miles) Wright to Dracut Pipeline Segment 30 Albany Knox F Wright to Dracut Pipeline Segment 30 Albany Berne F Wright to Dracut Pipeline Segment 30 Albany New Scotland F Wright to Dracut Pipeline Segment 30 Albany Bethlehem F Wright to Dracut Pipeline Segment 30 Rensselaer Schodack F Wright to Dracut Pipeline Segment 30 Rensselaer Nassau F Wright to Dracut Pipeline Segment 30 Rensselaer Stephentown F New York Subtotal Massachusetts Wright to Dracut Pipeline Segment 30 Berkshire Hancock G Wright to Dracut Pipeline Segment 30 Berkshire Lanesborough G Wright to Dracut Pipeline Segment 30 Berkshire Cheshire G Wright to Dracut Pipeline Segment 30 Berkshire Dalton G Wright to Dracut Pipeline Segment 30 Berkshire Hinsdale G Wright to Dracut Pipeline Segment 30 Berkshire Peru G Wright to Dracut Pipeline Segment 30 Berkshire Windsor G Wright to Dracut Pipeline Segment 30 Hampshire Plainfield G Wright to Dracut Pipeline Segment 30 Franklin Ashfield G Wright to Dracut Pipeline Segment 30 Franklin Ashfield H Wright to Dracut Pipeline Segment 30 Franklin Conway H Wright to Dracut Pipeline Segment 30 Franklin Shelburne H Wright to Dracut Pipeline Segment 30 Franklin Deerfield H

27 1-17 Table Proposed Pipeline Facilities for the Project Diameter Milepost Pipeline Name Township/Town Segment 1 Length (inches) Begin End (miles) Wright to Dracut Pipeline Segment 30 Franklin Montague H Wright to Dracut Pipeline Segment 30 Franklin Erving H Wright to Dracut Pipeline Segment 30 Franklin Northfield H Wright to Dracut Pipeline Segment 30 Franklin Erving H Wright to Dracut Pipeline Segment 30 Franklin Northfield H Wright to Dracut Pipeline Segment 30 Franklin Warwick H Wright to Dracut Pipeline Segment 30 Middlesex Dracut K Maritimes Delivery Line 30 Middlesex Dracut L Concord Delivery Line 24 Middlesex Dracut M Lynnfield Lateral 24 Middlesex Dracut N Lynnfield Lateral 24 Essex Andover N Lynnfield Lateral 24 Middlesex Tewksbury N Lynnfield Lateral 24 Essex Andover N Lynnfield Lateral 24 Middlesex Tewksbury N Lynnfield Lateral 24 Essex Andover N Lynnfield Lateral 24 Middlesex Tewksbury N Lynnfield Lateral 24 Essex Andover N Lynnfield Lateral 24 Middlesex Tewksbury N Lynnfield Lateral 24 Essex Andover N Lynnfield Lateral 24 Middlesex Wilmington N Lynnfield Lateral 24 Middlesex North Reading N Lynnfield Lateral 24 Middlesex Reading N

28 1-18 Table Proposed Pipeline Facilities for the Project Pipeline Name Diameter Milepost Township/Town Segment 1 Length (inches) Begin End (miles) Lynnfield Lateral 24 Essex Lynnfield N Peabody Lateral 24 Essex Lynnfield O Peabody Lateral 24 Essex Middleton O Peabody Lateral 24 Essex Peabody O Peabody Lateral 24 Essex Danvers O Haverhill Lateral 20 Middlesex Dracut P Haverhill Lateral 20 Essex Methuen P Haverhill Lateral 20 Essex Methuen P Fitchburg Lateral Extension 12 Middlesex Townsend Q Fitchburg Lateral Extension 12 Worcester Lunenburg Q Massachusetts Subtotal New Hampshire Wright to Dracut Pipeline Segment 30 Cheshire Winchester I Wright to Dracut Pipeline Segment 30 Cheshire Richmond I Wright to Dracut Pipeline Segment 30 Cheshire Troy I Wright to Dracut Pipeline Segment 30 Cheshire Fitzwilliam I Wright to Dracut Pipeline Segment 30 Cheshire Troy I Wright to Dracut Pipeline Segment 30 Cheshire Fitzwilliam I Wright to Dracut Pipeline Segment 30 Cheshire Troy I Wright to Dracut Pipeline Segment 30 Cheshire Fitzwilliam I Wright to Dracut Pipeline Segment 30 Cheshire Rindge I Wright to Dracut Pipeline Segment 30 Hillsborough New Ipswich I

29 1-19 Table Proposed Pipeline Facilities for the Project Diameter Milepost Pipeline Name Township/Town Segment 1 Length (inches) Begin End (miles) Wright to Dracut Pipeline Segment 30 Hillsborough New Ipswich J Wright to Dracut Pipeline Segment 30 Hillsborough Greenville J Wright to Dracut Pipeline Segment 30 Hillsborough Mason J Wright to Dracut Pipeline Segment 30 Hillsborough Milford J Wright to Dracut Pipeline Segment 30 Hillsborough Brookline J Wright to Dracut Pipeline Segment 30 Hillsborough Milford J Wright to Dracut Pipeline Segment 30 Hillsborough Amherst J Wright to Dracut Pipeline Segment 30 Hillsborough Merrimack J Wright to Dracut Pipeline Segment 30 Hillsborough Litchfield J Wright to Dracut Pipeline Segment 30 Rockingham Londonderry J Wright to Dracut Pipeline Segment 30 Hillsborough Hudson J Wright to Dracut Pipeline Segment 30 Rockingham Windham J Wright to Dracut Pipeline Segment 30 Hillsborough Pelham J Haverhill Lateral 20 Rockingham Salem P Fitchburg Lateral Extension 12 Hillsborough Mason Q New Hampshire Subtotal Connecticut 300 Line CT Loop 24 Hartford Farmington S Line CT Loop 24 Hartford West Hartford S Line CT Loop 24 Hartford Farmington S Line CT Loop 24 Hartford West Hartford S Line CT Loop 24 Hartford Farmington S

30 1-20 Table Proposed Pipeline Facilities for the Project Pipeline Name Diameter Milepost Township/Town Segment 1 Length (inches) Begin End (miles) 300 Line CT Loop 24 Hartford West Hartford S Line CT Loop 24 Hartford Bloomfield S Line CT Loop 24 Hartford Windsor S Line CT Loop 24 Hartford East Granby S Connecticut Subtotal Project Total Each segment is associated with its own set of MPs beginning at MP 0.00.

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