Duke Energy Corporation

Text (OCR of the scan at left; may contain errors)

IN THE MATTER OF DUKE ENERGY CORPORATION, ET AL.

CONSENT ORDER, ETC., IN REGARD TO ALLEGED VIOLATIONS OF SEC. 5 OF THE FEDERAL TRADE COMMISSION ACT AND SECTION 7 OF THE CLAYTON ACT Docket C-3932; File No. 0010080 Complaint, March 13, 2000--Decision, May 5, 2000 This consent order addresses the merger of natural gas interests by Respondents Duke Energy Corporation and Phillips Petroleum Company into Duke Energy Field Services L.L.C., a company that will be majority owned by Duke Energy, and Respondent Duke Energy=s acquisition of certain gas gathering and processing assets owned by Conoco, Inc. and Mitchell Energy and Development Corporation. The order requires Duke to divest pipeline in seven relevant markets where anticompetitive increases in gather costs would likely occur.

Participants For the Commission: Kristin L. Malmberg, Gary D. Kennedy, James R. Golder, Debra H. Spears, Elizabeth A. Piotrowski, Geary A. Gessler, Louis Silvia, and Gregory S. Vistnes. For the Respondents: Paul L. Yde, Cathy A. Lewis, Robert S. Field, and Joseph E. Hunsader, Vinson & Elkins, Brent L. Backes, Duke Energy Corporation, William J. Kolasky, Eric J. Mahr, and Janet D. Ridge, Wilmer, Cutler & Pickering, Neal F. Lehman, Phillips Petroleum Company, Rufus Oliver, Baker Botts, Thomas D. Carmel, Conoco, Inc., Joseph Krause, Hogan & Hartson, John S. Hathaway, Mitchell Energy & Development Corporation, Brian Mohr, Skadden, Arps, Slate, Meagher & Flom, and John Walter, Western Gas Resources.

DUKE ENERGY CORPORATION, ET AL. 1075 Complaint COMPLAINT Pursuant to the provisions of the Federal Trade Commission Act and the Clayton Act, and by virtue of the authority vested in it by said Acts, the Federal Trade Commission (ACommission@) having reason to believe that Respondents Duke Energy Corporation (ADuke@), Phillips Petroleum Company (APhillips@), and Duke Energy Field Services L.L.C. (ADEFS@) have entered into an agreement that Duke and Phillips would merge certain of their assets into DEFS and that Respondent Duke and Conoco Inc. (AConoco@) and Mitchell Energy & Development Corporation (AMitchell@) have entered into an agreement that Duke would acquire certain assets jointly owned by Conoco and Mitchell, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act (AFTC Act@), as amended, 15 U.S.C. ' 45, and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its Complaint pursuant to Section 11 of the Clayton Act, as amended, 15 U.S.C. ' 21, and Section 5(b) of the FTC Act, as amended, 15 U.S.C. ' 45(b), stating its charges as follows:

Duke 1. Duke is a corporation organized, existing and doing business under and by virtue of the laws of the State of North Carolina, with its office and principal place of business located at 526 South Church Street, Charlotte, North Carolina 28202. 2. Duke is one of the largest natural gas gatherers and marketers in the United States as well as one of the largest producers and marketers of electric power. In 1998, Duke had revenues of over $17.5 billion and had assets totaling almost $27 billion.

VOLUME 129 Complaint 3. At all times relevant herein, Respondent Duke has been and is now engaged in commerce as Acommerce@ is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. ' 12, and is a corporation whose business is in or affecting commerce as Acommerce@ is defined in Section 4 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 44. Phillips 4. Phillips is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at The Phillips Building, 4th and Keeler, Bartlesville, Oklahoma 74004. 5. Phillips is an integrated oil and gas company that is also engaged in the manufacturing and sale of chemicals and plastics and the development of technology. In 1998, the company had revenues of $11.8 billion and had assets of $10.2 billion.

6. At all times relevant herein, Respondent Phillips has been and is now engaged in commerce as Acommerce@ is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. ' 12, and is a corporation whose business is in or affecting commerce as Acommerce@ is defined in Section 4 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 44. DEFS 7. DEFS is a limited liability company organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 370 17th Street, Suite 900, Denver, Colorado 80202. 8. DEFS was created to own, operate and manage the natural gas gathering assets of Duke and Phillips. Once DEFS acquires these assets, the company will have assets of approximately $6 billion.

DUKE ENERGY CORPORATION, ET AL. 1077 Complaint 9. At all times relevant herein, Respondent DEFS has been and is now engaged in commerce as Acommerce@ is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. ' 12, and is a corporation whose business is in or affecting commerce as Acommerce@ is defined in Section 4 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 44. The Proposed Merger and Acquisition 10. Pursuant to a Letter Agreement among Duke, Phillips, and DEFS, dated December 16, 1999 (hereinafter referred to as the AMerger Agreement@), Duke and Phillips agreed to merge certain of their assets consisting of natural gas pipelines, compressors and related appurtenances, natural gas processing plants and other facilities into DEFS (hereinafter referred to as the ADuke/Phillips Asset Merger@). DEFS will be seventy (70) percent owned and controlled by Duke and thirty (30) percent owned by Phillips.

11. Pursuant to a Letter Agreement dated December 21, 1999, Duke agreed to acquire certain assets jointly owned by Conoco and Mitchell consisting of natural gas pipelines, compressors and related appurtenances, natural gas processing plants and other facilities (hereinafter referred to as the AConoco/Mitchell Asset Acquisition@). Count One B Westana Area of Northwestern Oklahoma 12. One relevant line of commerce is natural gas gathering, i.e., the transportation, for oneself or for other persons, of natural gas from the wellhead or producing area to a natural gas transmission pipeline or a natural gas processing plant. VOLUME 129 Complaint 13. One relevant section of the country is the Westana Area of Northwestern Oklahoma that contains portions of Alfalfa, Blaine, Dewey, Harper, Major, Woods and Woodward Counties. 14. At the time of the Merger Agreement, Duke held a 50 percent ownership interest in Westana Gathering Company (AWestana@), an Oklahoma general partnership. Westana owns and operates natural gas gathering systems which gather natural gas in various areas in the Westana Area of Northwestern Oklahoma, including Alfalfa, Blaine, Dewey, Harper, Major, Woods and Woodward Counties.

15. Respondent Phillips owns and operates natural gas gathering systems which gather natural gas in various areas in the Westana Area of Northwestern Oklahoma, including Alfalfa, Blaine, Dewey, Harper, Major, Woods and Woodward Counties 16. Respondent Duke, through its partnership in Westana, and Phillips were direct and substantial competitors in the business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 13. 17. The business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 13 is highly concentrated. The Duke/Phillips Asset Merger would have significantly increased concentration in portions of this relevant section of the country. In this relevant section of the country as a whole, the Duke/Phillips Asset Merger would have increased the Herfindahl-Hirschman Index (commonly referred to as AHHI@) by over 1600 to over 3400. In certain portions of this relevant section of the country, the Duke/Phillips Asset Merger would have increased the HHI to 10,000.

18. The effect of the proposed Duke/Phillips Asset Merger, if consummated, may have been substantially to lessen competition or tend to create a monopoly in the gathering of natural gas in the relevant section of the country set out in Complaint Paragraph 13, in violation of Section 7 of the Clayton DUKE ENERGY CORPORATION, ET AL. 1079 Complaint Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, in the following ways, among others:

a. the Duke/Phillips Asset Merger would have eliminated actual and potential competition between Duke and Phillips to provide natural gas gathering services to existing gas wells in this relevant section of the country; b. the Duke/Phillips Asset Merger would have eliminated actual and potential competition between Duke and Phillips to provide natural gas gathering services for new natural gas wells in this relevant section of the country; c. the Duke/Phillips Asset Merger would have increased concentration in the gathering of natural gas in this relevant section of the country, therefore increasing the likelihood of collusion;

d. DEFS would have been likely to exact anticompetitive price increases from producers in this relevant section of the country for performance of natural gas gathering in this relevant section of the country; and e. producers may have been less likely to do exploratory and developmental drilling for new natural gas in this relevant section of the country than prior to the Duke/Phillips Asset Merger.

19. Entry would not have been timely, likely, or sufficient to prevent anticompetitive effects in the relevant section of the country set out in Complaint Paragraph 13. VOLUME 129 Complaint Count Two B Austin Chalk Area of Central Texas 20. One relevant line of commerce is natural gas gathering, i.e., the transportation, for oneself or for other persons, of natural gas from the wellhead or producing area to a natural gas transmission pipeline or a natural gas processing plant. 21. One relevant section of the country is the Austin Chalk Area of Central Texas that contains Brazos, Burleson, Grimes, Lee and Washington Counties.

22. Respondent Duke holds a 55 percent ownership interest in a Texas joint venture with Mitchell named Ferguson- Burleson County Gas Gathering System (AFerguson-Burleson@). Ferguson-Burleson owns and operates natural gas gathering systems which gather natural gas in various areas in the Austin Chalk Area of Central Texas, including Brazos, Burleson, Grimes, Lee and Washington Counties.

23. Respondent Phillips owns and operates natural gas gathering systems which gather natural gas in various areas in the Austin Chalk Area of Central Texas, including Brazos, Burleson, Grimes, Lee and Washington Counties. 24. Respondent Duke, through its partnership in Ferguson- Burleson, and Phillips are direct and substantial competitors in the business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 21. 25. The business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 21 is highly concentrated. The Duke/Phillips Asset Merger will significantly increase concentration in portions of this relevant section of the country. In this relevant section of the country as a whole, the Duke/Phillips Asset Merger would increase the HHI by over 750 to over 4800.

DUKE ENERGY CORPORATION, ET AL. 1081 Complaint 26. The effect of the Duke/Phillips Asset Merger, if consummated, may be substantially to lessen competition or tend to create a monopoly in the gathering of natural gas in the relevant section of the country set out in Complaint Paragraph 21, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, in the following ways, among others: a. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services to existing gas wells in this relevant section of the country; b. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services for new natural gas wells in this relevant section of the country; c. the Duke/Phillips Asset Merger will increase concentration in the gathering of natural gas in this relevant section of the country, therefore increasing the likelihood of collusion;

d. DEFS is likely to exact anticompetitive price increases from producers in this relevant section of the country for performance of natural gas gathering services in this relevant section of the country; and e. producers may be less likely to do exploratory and developmental drilling for new natural gas in this relevant section of the country than prior to the Duke/Phillips Asset Merger.

VOLUME 129 Complaint 27. Entry would not be timely, likely, or sufficient to prevent anticompetitive effects in the relevant section of the country set out in Complaint Paragraph 21. Count Three B Texas/Cimarron Counties, Oklahoma Area 28. One relevant line of commerce is natural gas gathering, i.e., the transportation, for oneself or for other persons, of natural gas from the wellhead or producing area to a natural gas transmission pipeline or a natural gas processing plant. 29. One relevant section of the country is the Texas/Cimarron Counties, Oklahoma Area that contains portions of Texas and Cimarron Counties, Oklahoma and portions of Morton County, Kansas.

30. Respondent Duke owns and operates natural gas gathering systems which gather natural gas in various areas in the Texas/Cimarron Counties, Oklahoma Area, including Texas and Cimarron Counties, Oklahoma, and Morton County, Kansas. 31. Respondent Phillips owns and operates natural gas gathering systems which gather natural gas in various areas in the Texas/Cimarron Counties, Oklahoma Area, including Texas and Cimarron Counties, Oklahoma, and Morton County, Kansas. 32. Respondent Duke and Respondent Phillips are direct and substantial competitors in the business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 29.

33. The business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 29 is highly concentrated. The Duke/Phillips Asset Merger will significantly increase concentration in portions of this relevant section of the country. In this relevant section of the country as a whole, the Duke/Phillips Asset Merger would increase the HHI by over 350 to over 2200. In one portion of this relevant section of the DUKE ENERGY CORPORATION, ET AL. 1083 Complaint country, the Duke/Phillips Asset Merger would increase the HHI by over 3700 to over 9400. In another portion of this relevant section of the country, the Duke/Phillips Asset Merger would increase the HHI by over 1000 to over 2900. 34. The effect of the Duke/Phillips Asset Merger, if consummated, may be substantially to lessen competition or tend to create a monopoly in the gathering of natural gas in the relevant section of the country set out in Complaint Paragraph 29, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, in the following ways, among others: a. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services to existing gas wells in this relevant section of the country; b. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services for new natural gas wells in this relevant section of the country; c. the Duke/Phillips Asset Merger will increase concentration in the gathering of natural gas in this relevant section of the country, therefore increasing the likelihood of collusion;

d. DEFS is likely to exact anticompetitive price increases from producers in this relevant section of the country for performance of natural gas gathering services in this relevant section of the country; and VOLUME 129 Complaint e. producers may be less likely to do exploratory and developmental drilling for new natural gas in this relevant section of the country than prior to the Duke/Phillips Asset Merger.

35. Entry would not be timely, likely, or sufficient to prevent anticompetitive effects in the relevant section of the country set out in Complaint Paragraph 29. Count Four B Eastern Panhandle Area 36. One relevant line of commerce is natural gas gathering, i.e., the transportation, for oneself or for other persons, of natural gas from the wellhead or producing area to a natural gas transmission pipeline or a natural gas processing plant. 37. One relevant section of the country is the Eastern Panhandle Area that contains portions of Beaver County, Oklahoma, and portions of Seward, Meade, and Clark Counties, Kansas.

38. Respondent Duke owns and operates natural gas gathering systems which gather natural gas in various areas in the Eastern Panhandle Area, including Beaver County, Oklahoma, and Seward, Meade, and Clark Counties, Kansas. 39. Respondent Phillips owns and operates natural gas gathering systems which gather natural gas in various areas in the Eastern Panhandle Area, including Beaver County, Oklahoma, and Seward, Meade, and Clark Counties, Kansas. 40. Respondent Duke and Respondent Phillips are direct and substantial competitors in the business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 37.

DUKE ENERGY CORPORATION, ET AL. 1085 Complaint 41. The business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 37 is highly concentrated. The Duke/Phillips Asset Merger will significantly increase concentration in portions of this relevant section of the country. In this relevant section of the country as a whole, the Duke/Phillips Asset Merger would increase the HHI by over 1500 to over 3200. In one portion of this relevant section of the country, the Duke/Phillips Asset Merger would increase the HHI by over 2500 to over 7200. In another portion of this relevant section of the country, the Duke/Phillips Asset Merger would increase the HHI by over 1800 to over 6800. 42. The effect of the Duke/Phillips Asset Merger, if consummated, may be substantially to lessen competition or tend to create a monopoly in the gathering of natural gas in the relevant section of the country set out in Complaint Paragraph 37, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, in the following ways, among others: a. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services to existing gas wells in this relevant section of the country; b. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services for new natural gas wells in this relevant section of the country; c. the Duke/Phillips Asset Merger will increase concentration in the gathering of natural gas in this relevant section of the country, therefore increasing the likelihood of collusion;

VOLUME 129 Complaint d. DEFS is likely to exact anticompetitive price increases from producers in this relevant section of the country for performance of natural gas gathering services in this relevant section of the country; and e. producers may be less likely to do exploratory and developmental drilling for new natural gas in this relevant section of the country than prior to the Duke/Phillips Asset Merger.

43. Entry would not be timely, likely, or sufficient to prevent anticompetitive effects in the relevant section of the country set out in Complaint Paragraph 37. Count Five B Western Oklahoma Area 44. One relevant line of commerce is natural gas gathering, i.e., the transportation, for oneself or for other persons, of natural gas from the wellhead or producing area to a natural gas transmission pipeline or a natural gas processing plant. 45. One relevant section of the country is the Western Oklahoma Area that contains portions of Dewey, Roger Mills, Ellis, and Woodward Counties.

46. Respondent Duke owns and operates natural gas gathering systems which gather natural gas in various areas in the Western Oklahoma Area, including Dewey, Roger Mills, Ellis, and Woodward Counties.

47. Respondent Phillips owns and operates natural gas gathering systems which gather natural gas in various areas in the Western Oklahoma Area, including Dewey, Roger Mills, Ellis, and Woodward Counties.

DUKE ENERGY CORPORATION, ET AL. 1087 Complaint 48. Respondent Duke and Respondent Phillips are direct and substantial competitors in the business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 45.

49. The business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 46 is highly concentrated. The Duke/Phillips Asset Merger will significantly increase concentration in portions of this relevant section of the country. In this relevant section of the country as a whole, the Duke/Phillips Asset Merger would increase the HHI by over 1600 to over 3800. In one portion of this relevant section of the country, the Duke/Phillips Asset Merger would increase the HHI by over 3300 to over 6800. In another portion of this relevant section of the country, the Duke/Phillips Asset Merger would increase the HHI by over 4500 to over 9700. 50. The effect of the Duke/Phillips Asset Merger, if consummated, may be substantially to lessen competition or tend to create a monopoly in the gathering of natural gas in the relevant section of the country set out in Complaint Paragraph 45, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, in the following ways, among others: a. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services to existing gas wells in this relevant section of the country; b. the Duke/Phillips Asset Merger will eliminate actual and potential competition between Duke and Phillips to provide natural gas gathering services for new natural gas wells in this relevant section of the country; VOLUME 129 Complaint c. the Duke/Phillips Asset Merger will increase concentration in the gathering of natural gas in this relevant section of the country, therefore increasing the likelihood of collusion;

d. DEFS is likely to exact anticompetitive price increases from producers in this relevant section of the country for performance of natural gas gathering services in this relevant section of the country; and e. producers may be less likely to do exploratory and developmental drilling for new natural gas in this relevant section of the country than prior to the Duke/Phillips Asset Merger.

51. Entry would not be timely, likely, or sufficient to prevent anticompetitive effects in the relevant section of the country set out in Complaint Paragraph 45. Count Six B Oklahoma City Area of Oklahoma 52. One relevant line of commerce is natural gas gathering, i.e., the transportation, for oneself or for other persons, of natural gas from the wellhead or producing area to a natural gas transmission pipeline or a natural gas processing plant. 53. One relevant section of the country is the Oklahoma City Area of Oklahoma that contains portions of Kingfisher, Logan, Oklahoma, Canadian, Grady, and Cleveland Counties. 54. Respondent Duke owns and operates natural gas gathering systems which gather natural gas in various areas in the Oklahoma City Area of Oklahoma, including Kingfisher, Logan, Oklahoma, Canadian, and Grady Counties. DUKE ENERGY CORPORATION, ET AL. 1089 Complaint 55. Respondent Phillips owns and operates natural gas gathering systems which gather natural gas in various areas in the Oklahoma City Area of Oklahoma, including Kingfisher, Logan, Oklahoma, Canadian, Grady, and Cleveland Counties. 56. Conoco and Mitchell, through a variety of general partnerships and joint ventures, jointly own and operate natural gas gathering systems which gather natural gas in various areas in the Oklahoma City Area of Oklahoma, including Kingfisher, Logan, Oklahoma, Canadian, Grady, and Cleveland Counties. 57. Respondent Duke, Respondent Phillips, and Conoco and Mitchell, through their jointly owned assets, are direct and substantial competitors in the business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 53.

58. The business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 53 is highly concentrated. The Duke/Phillips Asset Merger and the Conoco/Mitchell Asset Acquisition will significantly increase concentration in portions of this relevant section of the country. In this relevant section of the country as a whole, the Duke/Phillips Asset Merger and the Conoco/Mitchell Asset Acquisition would increase the HHI by over 3400 to over 5900. In one portion of this relevant section of the country, the Duke/Phillips Asset Merger and the Conoco/Mitchell Asset Acquisition would increase the HHI by over 6100 to over 9400. In another portion of this relevant section of the country, the Duke/Phillips Asset Merger and the Conoco/Mitchell Asset Acquisition would increase the HHI by over 3600 to over 9600. 59. The effect of the Duke/Phillips Asset Merger and Conoco/Mitchell Asset Acquisition, if consummated, may be substantially to lessen competition or tend to create a monopoly in VOLUME 129 Complaint the gathering of natural gas in the relevant section of the country set out in Complaint Paragraph 53, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, in the following ways, among others:

a. the Duke/Phillips Asset Merger and Conoco/Mitchell Asset Acquisition will eliminate actual and potential competition between Duke, Phillips and Conoco and Mitchell to provide natural gas gathering services to existing gas wells in this relevant section of the country; b. the Duke/Phillips Asset Merger and Conoco/Mitchell Asset Acquisition will eliminate actual and potential competition between Duke, Phillips and Conoco and Mitchell to provide natural gas gathering services for new natural gas wells in this relevant section of the country; c. the Duke/Phillips Asset Merger and Conoco/Mitchell Asset Acquisition will increase concentration in the gathering of natural gas in this relevant section of the country, therefore increasing the likelihood of collusion; d. DEFS is likely to exact anticompetitive price increases from producers in this relevant section of the country for performance of natural gas gathering services in this relevant section of the country; and e. producers may be less likely to do exploratory and developmental drilling for new natural gas in this relevant section of the country than prior to the Duke/Phillips Asset Merger and Conoco/Mitchell Asset Acquisition. 60. Entry would not be timely, likely, or sufficient to prevent anticompetitive effects in the relevant section of the country set out in Complaint Paragraph 53. DUKE ENERGY CORPORATION, ET AL. 1091 Complaint Count Seven B Northeast Logan County, Oklahoma Area 61. One relevant line of commerce is natural gas gathering, i.e., the transportation, for oneself or for other persons, of natural gas from the wellhead or producing area to a natural gas transmission pipeline or a natural gas processing plant. 62. One relevant section of the country is the Northeast Logan County, Oklahoma Area that contains portions of Payne, Lincoln, and Logan Counties.

63. Respondent Duke owns and operates natural gas gathering systems which gathers natural gas in the Northeast Logan County, Oklahoma Area, including Payne, Lincoln, and Logan Counties.

64. Conoco and Mitchell, through a variety of general partnerships and joint ventures, jointly own and operate natural gas gathering systems which gather natural gas in the Northeast Logan County, Oklahoma Area, including Payne, Lincoln, and Logan Counties.

65. Respondent Duke and Conoco and Mitchell, through their jointly owned assets, are direct and substantial competitors in the business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 62. 66. The business of natural gas gathering in the relevant section of the country set out in Complaint Paragraph 62 is highly concentrated. The Conoco/Mitchell Asset Acquisition will significantly increase concentration in portions of this relevant section of the country. In this relevant section of the country as a whole, the Conoco/Mitchell Asset Acquisition would increase the HHI by over 4600 to 10,000.

VOLUME 129 Complaint 67. The effect of the Conoco/Mitchell Asset Acquisition, if consummated, may be substantially to lessen competition or tend to create a monopoly in the gathering of natural gas in the relevant section of the country set out in Complaint Paragraph 62, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, in the following ways, among others: a. the Conoco/Mitchell Asset Acquisition will eliminate actual and potential competition between Duke and Conoco and Mitchell to provide natural gas gathering services to existing gas wells in this relevant section of the country; b. the Conoco/Mitchell Asset Acquisition will eliminate actual and potential competition between Duke and Conoco and Mitchell to provide natural gas gathering services for new natural gas wells in this relevant section of the country; c. the Conoco/Mitchell Asset Acquisition will increase concentration in the gathering of natural gas in this relevant section of the country, therefore increasing the likelihood of collusion;

d. DEFS is likely to exact anticompetitive price increases from producers in this relevant section of the country for performance of natural gas gathering services in this relevant section of the country; and e. producers may be less likely to do exploratory and developmental drilling for new natural gas in this relevant section of the country than prior to the Conoco/Mitchell Asset Acquisition.

68. Entry would not be timely, likely, or sufficient to prevent anticompetitive effects in the relevant section of the country set out in Complaint Paragraph 62. DUKE ENERGY CORPORATION, ET AL. 1093 Order to Maintain Assets Violations Charged 69. The proposed merger and acquisition described in Complaint Paragraphs 10 and 11 herein, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45.

WHEREFORE THE PREMISES CONSIDERED, the Federal Trade Commission, on this thirtieth day of March, 2000, issues its Complaint against said Respondents. By the Commission, Commissioner Leary recused. ORDER TO MAINTAIN ASSETS The Federal Trade Commission (ACommission@), having initiated an investigation of the proposed merger of certain assets of Duke Energy Corporation and Phillips Petroleum Company into Duke Energy Field Services L.L.C. and of the proposed acquisition by Duke Energy Corporation of certain assets of Conoco Inc. and Mitchell Energy & Development Corporation; and Duke Energy Corporation, Phillips Petroleum Company, and Duke Energy Field Services L.L.C. (collectively, Arespondents@) having been furnished thereafter with a draft of Complaint that the Southwest Region presented to the Commission for its consideration and which, if issued by the Commission, would charge the respondents with violations of Section 7 of the Clayton VOLUME 129 Order to Maintain Assets Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission. as amended, 15 U.S.C. ' 45; and Respondents, their attorneys, and counsel for the Commission having thereafter executed an Agreement Containing Consent Orders (AConsent Agreement@), containing an admission by respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement that the signing of said Consent Agreement is for settlement purposes only and does not constitute an admission by respondents that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, and waivers and other provisions as required by the Commission=s Rules; and The Commission having thereafter considered the matter and having determined that it had reason to believe that respondents have violated the said Acts, and that a Complaint should issue stating its charges in that respect, and having determined to accept the executed Consent Agreement and to place such Consent Agreement on the public record for a period of thirty (30) days, the Commission hereby issues its Complaint, makes the following jurisdictional findings and issues this Order to Maintain Assets: 1. Duke Energy Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of North Carolina, with its office and principal place of business located at 526 South Church Street, Charlotte, North Carolina 28202.

2. Phillips Petroleum Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at The Phillips Building, 4th and Keeler, Bartlesville, Oklahoma 74004.

3. Duke Energy Field Services L.L.C. is a limited liability company organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and DUKE ENERGY CORPORATION, ET AL. 1095 Order to Maintain Assets principal place of business located at 370 17th Street, Suite 900, Denver, Colorado 80202.

4. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondents, and the proceeding is in the public interest. ORDER I.

IT IS ORDERED that, as used in this Order, the following definitions shall apply:

A. ADuke@ means Duke Energy Corporation, its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Duke Energy Corporation, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

B. APhillips@ means Phillips Petroleum Company, its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Phillips Petroleum Company, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

C. ADEFS@ means Duke Energy Field Services L.L.C., its members, managers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Duke Energy Field Services L.L.C., and the respective VOLUME 129 Order to Maintain Assets directors, officers, employees, agents, representatives, successors, and assigns of each.

D. AConsent Agreement@ means the Agreement Containing Consent Orders, including the proposed Decision and Order accompanying that agreement.

E. "Respondents" means Duke, Phillips, and DEFS. F. "Commission" means the Federal Trade Commission. G. "Schedule A Assets" means all of the assets listed in Schedule A of the Consent Agreement. H. "Schedule B Assets" means all of the assets listed in Schedule B of the Consent Agreement. I. "Schedule C Assets" means all of the assets listed in Schedule C of the Consent Agreement. J. "Schedule D Assets" means all of the assets listed in Schedule D of the Consent Agreement. K. "Schedule E Assets" means all of the assets listed in Schedule E of the Consent Agreement. L. "Schedule F Assets" means all of the assets listed in Schedule F of the Consent Agreement. M. "Schedule G Assets" means all of the assets listed in Schedule G of the Consent Agreement. N. "Schedule H Assets" means all of the assets listed in Schedule H of the Consent Agreement. O. "Schedule I Assets" means all of the assets listed in Schedule I of the Consent Agreement. DUKE ENERGY CORPORATION, ET AL. 1097 Order to Maintain Assets P. "Schedule J Assets" means all of the assets listed in Schedule J of the Consent Agreement. Q. "Schedule CC Assets" means all of the assets listed in Schedule CC of the Consent Agreement. R. "Schedule DD Assets" means all of the assets listed in Schedule DD of the Consent Agreement. S. "Schedule EE Assets" means all of the assets listed in Schedule EE of the Consent Agreement. T. "Schedule FF Assets" means all of the assets listed in Schedule FF of the Consent Agreement. U. "Schedule GG Assets" means all of the assets listed in Schedule GG of the Consent Agreement. V. "Schedule HH Assets" means all of the assets listed in Schedule HH of the Consent Agreement. W. "Schedule II Assets" means all of the assets listed in Schedule II of the Consent Agreement. X. "Schedule JJ Assets" means all of the assets listed in Schedule JJ of the Consent Agreement. Y. AAssets To Be Divested@ means the Schedule A Assets, the Schedule B Assets, the Schedule C Assets, the Schedule D Assets, the Schedule E Assets, the Schedule F Assets, the Schedule G Assets, the Schedule H Assets, the Schedule I Assets, and the Schedule J Assets.

VOLUME 129 Order to Maintain Assets Z. ASubstitute Assets To Be Divested@ means the Schedule CC Assets, the Schedule DD Assets, the Schedule EE Assets, the Schedule FF Assets, the Schedule GG Assets, the Schedule HH Assets, the Schedule II Assets, and the Schedule JJ Assets.

II.

IT IS FURTHER ORDERED that:

A. Respondents shall maintain the viability, marketability, and competitiveness of the Assets To Be Divested and the Substitute Assets To Be Divested, and shall not cause the wasting or deterioration of the Assets To Be Divested or the Substitute Assets To Be Divested, nor shall they cause the Assets To Be Divested or the Substitute Assets To Be Divested to be operated in a manner inconsistent with applicable laws, nor shall they sell, transfer, encumber or otherwise impair the viability, marketability or competitiveness of the Assets To Be Divested or the Substitute Assets To Be Divested. Respondents shall conduct or cause to be conducted the business of the Assets To Be Divested and the Substitute Assets To Be Divested in the regular and ordinary course and in accordance with past practice (including regular repair and maintenance efforts) and shall use their best efforts to preserve the existing relationships with suppliers, customers, employees, and others having business relations with the Assets To Be Divested and the Substitute Assets To Be Divested in the ordinary course of business and in accordance with past practice. B. Respondents shall comply with the terms of Paragraph II.A.:

1. with respect to the Schedule A Assets, until the Schedule A Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to DUKE ENERGY CORPORATION, ET AL. 1099 Order to Maintain Assets Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

2. with respect to the Schedule B Assets, until the Schedule B Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

3. with respect to the Schedule C Assets and the Schedule CC Assets, until the Schedule C Assets or the Schedule CC Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

4. with respect to the Schedule D Assets and the Schedule DD Assets, until the Schedule D Assets or the Schedule DD Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first; 5. with respect to the Schedule E Assets and the Schedule EE Assets, until the Schedule E Assets or the Schedule EE Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

6. with respect to the Schedule F Assets and the Schedule FF Assets, until the Schedule F Assets or the Schedule FF Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain VOLUME 129 Order to Maintain Assets Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

7. with respect to the Schedule G Assets and the Schedule GG Assets, until the Schedule G Assets or the Schedule GG Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first; 8. with respect to the Schedule H Assets and the Schedule HH Assets, until the Schedule H Assets or the Schedule HH Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first; 9. with respect to the Schedule I Assets and the Schedule II Assets, until the Schedule I Assets or the Schedule II Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first; and 10. with respect to the Schedule J Assets and the Schedule JJ Assets, until the Schedule J Assets or the Schedule JJ Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first.

III.

IT IS FURTHER ORDERED that:

A. Respondents shall offer to purchase, gather, transport, treat, and process gas from wells connected to Respondents= assets and located within five miles from DUKE ENERGY CORPORATION, ET AL. 1101 Order to Maintain Assets any Assets To Be Divested on the same terms and conditions that Respondents had agreed to with respect to the gas from such wells as of March 1, 2000. B. If a producer, operator, or shipper executes a waiver of its rights under Paragraph III.A., Respondents may contract on such other terms and conditions as they may deem appropriate.

C. Respondents shall comply with the terms of Paragraph III.A.:

1. with respect to gas from wells located within five (5) miles of any Schedule A Assets, until thirty (30) days after the Schedule A Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first; 2. with respect to gas from wells located within five (5) miles of any Schedule B Assets, until thirty (30) days after the Schedule B Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first; 3. with respect to gas from wells located within five (5) miles of any Schedule C Assets, until thirty (30) days after the Schedule C Assets or the Schedule CC Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

VOLUME 129 Order to Maintain Assets 4. with respect to gas from wells located within five (5) miles of any Schedule D Assets, until thirty (30) days after the Schedule D Assets or the Schedule DD Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

5. with respect to gas from wells located within five (5) miles of any Schedule E Assets, until thirty (30) days after the Schedule E Assets or the Schedule EE Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

6. with respect to gas from wells located within five (5) miles of any Schedule F Assets, until thirty (30) days after the Schedule F Assets or the Schedule FF Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

7. with respect to gas from wells located within five (5) miles of any Schedule G Assets, until thirty (30) days after the Schedule G Assets or the Schedule GG Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

8. with respect to gas from wells located within five (5) miles of any Schedule H Assets, until thirty (30) days after the Schedule H Assets or the Schedule HH Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain DUKE ENERGY CORPORATION, ET AL. 1103 Order to Maintain Assets Assets is terminated pursuant to Paragraph VI.A., whichever comes first;

9. with respect to gas from wells located within five (5) miles of any Schedule I Assets, until thirty (30) days after the Schedule I Assets or the Schedule II Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first; and 10. with respect to gas from wells located within five (5) miles of any Schedule J Assets, until thirty (30) days after the Schedule J Assets or the Schedule JJ Assets have been divested pursuant to the terms of the Consent Agreement or until this Order to Maintain Assets is terminated pursuant to Paragraph VI.A., whichever comes first.

IV.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least thirty (30) days prior to any proposed change in the Respondents such as dissolution, assignment, sale resulting in the emergence of a successor corporation or company, or the creation or dissolution of subsidiaries or any other change in the corporation that may affect compliance obligations arising out of this Order to Maintain Assets. V.

IT IS FURTHER ORDERED that for the purposes of determining or securing compliance with this Order to Maintain Assets, and subject to any legally recognized privilege, and upon written request with reasonable notice to Respondents, VOLUME 129 Order to Maintain Assets Respondents shall permit any duly authorized representatives of the Commission:

A. Access, during office hours of Respondents and in the presence of counsel, to all facilities, and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda, and all other records and documents in the possession or under the control of Respondents relating to compliance with this Order to Maintain Assets; and B. Upon five (5) days' notice to Respondents and without restraint or interference from Respondents, to interview officers, directors, or employees of Respondents, who may have counsel present, regarding such matters. VI.

IT IS FURTHER ORDERED that this Order to Maintain Assets shall terminate at the earlier of: A. three (3) business days after the Commission withdraws its acceptance of the Consent Agreement pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. ' 2.34; or B. all Assets To Be Divested or corresponding Substitute Assets To Be Divested have been divested pursuant to the terms of the Consent Agreement.

By the Commission, Commissioner Leary recused. DUKE ENERGY CORPORATION, ET AL. 1105 Decision and Order DECISION AND ORDER The Federal Trade Commission (ACommission@), having initiated an investigation of the proposed merger of certain assets of Duke Energy Corporation and Phillips Petroleum Company into Duke Energy Field Services L.L.C. and of the proposed acquisition by Duke Energy Corporation of certain assets of Conoco Inc. and Mitchell Energy & Development Corporation; and Duke Energy Corporation, Phillips Petroleum Company, and Duke Energy Field Services L.L.C. (collectively, Arespondents@) having been furnished thereafter with a draft of Complaint that the Southwest Region presented to the Commission for its consideration and which, if issued by the Commission, would charge the respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45; and The respondents, their attorneys, and counsel for the Commission having thereafter executed an Agreement Containing Consent Orders (AConsent Agreement@), containing an admission by the respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement that the signing of said Consent Agreement is for settlement purposes only and does not constitute an admission by the respondents that the law has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true, and waivers and other provisions as required by the Commission=s Rules; and The Commission having thereafter considered the matter and having determined that it had reason to believe that the respondents have violated the said Acts, and that a Complaint should issue stating its charges in that respect, and having VOLUME 129 Decision and Order thereupon issued its Complaint and an Order to Maintain Assets, and having accepted the executed Consent Agreement and placed such Agreement on the public record for a period of thirty (30) days for the receipt and consideration of public comments, now in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. ' 2.34, the Commission hereby makes the following jurisdictional findings and issues the following Order: 1. Duke Energy Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of North Carolina, with its office and principal place of business located at 526 South Church Street, Charlotte, North Carolina 28202.

2. Phillips Petroleum Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at The Phillips Building, 4th and Keeler, Bartlesville, Oklahoma 74004.

3. Duke Energy Field Services L.L.C. is a limited liability company organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 370 17th Street, Suite 900, Denver, Colorado 80202.

4. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondents, and the proceeding is in the public interest. ORDER I.

IT IS ORDERED that, as used in this Order, the following definitions shall apply:

DUKE ENERGY CORPORATION, ET AL. 1107 Decision and Order ADuke@ means Duke Energy Corporation, its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Duke Energy Corporation, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each. APhillips@ means Phillips Petroleum Company, its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Phillips Petroleum Company, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

ADEFS@ means Duke Energy Field Services L.L.C., its members, managers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Duke Energy Field Services L.L.C., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.

"Respondents" means Duke, Phillips, and DEFS. ADuke-Phillips Transaction Date@ means the date, if any, on which Duke or Phillips first transfers any assets into DEFS pursuant to a letter agreement between Duke and Phillips, dated December 16, 1999.

APublic Record Date@ means the date, if any, that the Agreement Containing Consent Order is placed on the public record by the Commission pursuant to Commission Rule 2.32, 16 C.F.R. ' 2.32.

VOLUME 129 Decision and Order ACommission@ means the Federal Trade Commission. "Person" means any natural person, partnership, corporation, company, association, trust, joint venture or other business or legal entity, including any governmental agency.

"Relevant Geographic Areas" means:

Clark, Meade, Morton, and Seward Counties of Kansas; Alfalfa, Beaver, Blaine, Canadian, Cleveland, Cimarron, Dewey, Ellis, Grady, Harper, Kingfisher, Lincoln, Logan, Major, Oklahoma, Payne, Roger Mills, Texas, Woods, and Woodward Counties of Oklahoma; and Brazos, Burleson, Grimes, Lee, and Washington Counties of Texas.

"Schedule A Assets" means all of the assets listed in Schedule A of this Order.

"Schedule B Assets" means all of the assets listed in Schedule B of this Order.

"Schedule C Assets" means all of the assets listed in Schedule C of this Order.

"Schedule D Assets" means all of the assets listed in Schedule D of this Order.

"Schedule E Assets" means all of the assets listed in Schedule E of this Order.

"Schedule F Assets" means all of the assets listed in Schedule F of this Order.

DUKE ENERGY CORPORATION, ET AL. 1109 Decision and Order "Schedule G Assets" means all of the assets listed in Schedule G of this Order.

"Schedule H Assets" means all of the assets listed in Schedule H of this Order.

"Schedule I Assets" means all of the assets listed in Schedule I of this Order.

"Schedule J Assets" means all of the assets listed in Schedule J of this Order.

"Schedule CC Assets" means all of the assets listed in Schedule CC of this Order.

"Schedule DD Assets" means all of the assets listed in Schedule DD of this Order.

"Schedule EE Assets" means all of the assets listed in Schedule EE of this Order.

"Schedule FF Assets" means all of the assets listed in Schedule FF of this Order.

"Schedule GG Assets" means all of the assets listed in Schedule GG of this Order.

"Schedule HH Assets" means all of the assets listed in Schedule HH of this Order.

"Schedule II Assets" means all of the assets listed in Schedule II of this Order.

"Schedule JJ Assets" means all of the assets listed in Schedule JJ of this Order.

VOLUME 129 Decision and Order AAssets To Be Divested@ means the Schedule A Assets, the Schedule B Assets, the Schedule C Assets, the Schedule D Assets, the Schedule E Assets, the Schedule F Assets, the Schedule G Assets, the Schedule H Assets, the Schedule I Assets, and the Schedule J Assets.

ASubstitute Assets To Be Divested@ means the Schedule CC Assets, the Schedule DD Assets, the Schedule EE Assets, the Schedule FF Assets, the Schedule GG Assets, the Schedule HH Assets, the Schedule II Assets, and the Schedule JJ Assets. AWestern Gas@ means Western Gas Resources - Oklahoma, Inc. and Western Gas Resources, Inc. "Western Agreement" means the Partnership Interest Purchase Agreement between Western Gas and Panhandle Gathering Company, a wholly-owned indirect subsidiary of Duke, executed on February 24, 2000, for the divestiture by Duke to Western Gas of the Schedule A Assets. AMitchell@ means Mitchell Gas Services L.P. and Mitchell Energy & Development Corporation.

"Mitchell Agreement" means the Exchange Agreement between Mitchell and Duke executed on March 10, 2000, which provides, in part, for the divestiture by Duke to Mitchell of the Schedule B Assets.

"Gas Gathering" means pipeline transportation, for oneself or other persons, of natural gas over any part or all of the distance between a well and a gas transmission pipeline or gas processing plant.

"Processing" means the separation of natural gas liquids, including propane, ethane, butanes, and pentanes-plus, from methane.

DUKE ENERGY CORPORATION, ET AL. 1111 Decision and Order II.

IT IS FURTHER ORDERED that:

Respondents shall divest, absolutely and in good faith, the Schedule A Assets to Western Gas, in accordance with the Western Agreement (which agreement shall not be construed to vary or contradict the terms of this Order), no later than twenty (20) days after the Duke-Phillips Transaction Date or twenty (20) days after the Public Record Date, whichever comes first. Failure by Respondents to comply with the Western Agreement shall also constitute a violation of this Order.

Respondents shall divest, absolutely and in good faith, the Schedule B Assets to Mitchell, in accordance with the Mitchell Agreement (which agreement shall not be construed to vary or contradict the terms of this Order), no later than twenty (20) days after the Duke-Phillips Transaction Date or twenty (20) days after the Public Record Date, whichever comes first. Failure by Respondents to comply with those provisions in the Mitchell Agreement relating to the divestiture of the Schedule B Assets shall also constitute a violation of this Order. Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule C Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date.

Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule D Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date.

VOLUME 129 Decision and Order Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule E Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date.

Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule F Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date.

Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule G Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date.

Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule H Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date.

Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule I Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date. Provided that, if for any reason Respondents do not fully own and control any Schedule I Assets at any time within thirty (30) days after the Public Record Date and before the Schedule I Assets are to be divested pursuant to this Paragraph, then Respondents shall, for purposes of complying with the requirements of this Paragraph, substitute the Schedule II Assets for the Schedule I Assets. Respondents shall divest absolutely, in good faith, and at no minimum price, the Schedule J Assets to a single acquirer no later than one hundred twenty (120) days after the Public Record Date.

Respondents shall divest the Assets To Be Divested or the Substitute Assets To Be Divested pursuant to Paragraphs DUKE ENERGY CORPORATION, ET AL. 1113 Decision and Order II.C. II.D., II.E., II.F., II.G., II.H., II.I., and II.J., only to acquirers that receive the prior approval of the Commission and only in a manner that receives the prior approval of the Commission.

At the time Respondents apply to the Commission for approval of the divestiture of the Schedule E Assets, the Schedule F Assets, the Schedule G Assets, the Schedule H Assets, and the Schedule I Assets pursuant to Paragraphs II.D., II.E., II.F., II.G., II.H., and II.I., Respondents shall certify to the Commission that all interconnecting pipe specified in such schedule has been installed. If Respondents fail to install all interconnecting pipe specified in a schedule prior to one hundred twenty (120) days after the Public Record Date, then with the approval of the Commission the trustee may substitute for the assets in such schedule the corresponding Substitute Assets To Be Divested pursuant to Paragraph III.A.

The purpose of Paragraphs II.A., II.B., II.C. II.D., II.E., II.F., II.G., II.H., II.I., II.J., II.K., and II.L. is to ensure the continuation of the Assets To Be Divested or the Substitute Assets To Be Divested as, or as part of, ongoing viable enterprises engaged in the natural gas gathering and processing business and to remedy the lessening of competition resulting from the merger and acquisitions alleged in the Commission's complaint. III.

IT IS FURTHER ORDERED that:

If Respondents have not divested, absolutely and in good faith and with the Commission's prior approval, the Assets To Be Divested or the Substitute Assets To Be Divested within the VOLUME 129 Decision and Order time and in the manner required by Paragraph II of this Order, the Commission may appoint a trustee to divest those assets; provided, however, that the trustee may, subject to the approval of the Commission, substitute the following assets for the assets described in the applicable paragraph or paragraphs: (1) in connection with Paragraph II.C., the Schedule CC Assets, (2) in connection with Paragraph II.D., the Schedule DD Assets, (3) in connection with Paragraph II.E., the Schedule EE Assets, (4) in connection with Paragraph II.F., the Schedule FF Assets, (5) in connection with Paragraph II.G., the Schedule GG Assets, (6) in connection with Paragraph II.H., the Schedule HH Assets, (7) in connection with Paragraph II.I., the Schedule II Assets, and (8) in connection with Paragraph II.J., the Schedule JJ Assets. In the event that the Commission or the Attorney General brings an action pursuant to Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. ' 45(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee, pursuant to Section 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents to comply with this Order. DUKE ENERGY CORPORATION, ET AL. 1115 Decision and Order Within sixty (60) days after Respondents have been notified by the Commission that it has approved pursuant to Paragraph III.A. the divestiture by the trustee of any Substitute Assets To Be Divested, Respondents shall install any and all interconnecting pipe specified in the schedule or schedules for such Substitute Assets To Be Divested. If a trustee is appointed by the Commission or a court pursuant to Paragraph III.A. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: The Commission shall select the trustee, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after receipt of written notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee.

Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to divest the Assets To Be Divested or the corresponding Substitute Assets To Be Divested.

Within ten (10) days after appointment of the trustee, Respondents shall execute a trust agreement that, subject to the prior approval of the Commission and, in the case of a court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each divestiture required by this Order. VOLUME 129 Decision and Order The trustee shall have twelve (12) months from the date the Commission or court approves the trust agreement described in Paragraph III.C.3. to accomplish the divestitures, which shall be subject to the prior approval of the Commission, and in a manner, and pursuant to an agreement, that receive the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend the period for no more than two (2) additional periods. The trustee shall have full and complete access to the personnel, books, records, and facilities related to the Assets To Be Divested, to the Substitute Assets To Be Divested, or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee's accomplishment of the divestitures. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents= absolute and unconditional obligation to divest expeditiously at no minimum price. The divestitures shall be made only in a manner that receives the prior approval of the Commission, and only to an acquirer or acquirers that receives the prior approval of the Commission, as set out in Paragraph II of this Order; provided, however, if the trustee receives bona fide offers for an asset to be divested from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall DUKE ENERGY CORPORATION, ET AL. 1117 Decision and Order divest such asset to the acquiring entity or entities selected unanimously by Respondents from among those approved by the Commission; provided further, however, that Respondents shall unanimously select such entity within five (5) days of receiving notification of the Commission=s approval.

The trustee shall serve, without bond or other security, at the cost and expense of Duke and DEFS, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Duke and DEFS, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestitures and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Duke and DEFS, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Assets To Be Divested or the corresponding Substitute Assets To Be Divested. Duke and DEFS shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from VOLUME 129 Decision and Order misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee.

Duke and DEFS shall each be jointly and severally liable for all financial obligations accruing from Paragraphs III.C.7. and III.C.8.

If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A. of this Order.

The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish each divestiture required by this Order.

In the event that the trustee determines that he or she is unable to divest the Assets To Be Divested or the Substitute Assets To Be Divested in a manner consistent with the Commission's purpose as described in Paragraph II.M., the trustee may divest additional ancillary assets of Respondents and effect such arrangements as are necessary to satisfy the requirements of this Order.

The trustee shall have no obligation or authority to operate or maintain the Assets To Be Divested or the Substitute Assets To Be Divested.

The trustee shall report in writing to Respondents and the Commission every sixty (60) days concerning the trustee's efforts to accomplish each divestiture required by this Order. IV.

IT IS FURTHER ORDERED that, for a period of ten (10) years from the date this Order becomes final, Respondents shall not, DUKE ENERGY CORPORATION, ET AL. 1119 Decision and Order without prior notification to the Commission, directly or indirectly:

Acquire any of the Assets To Be Divested or the Substitute Assets To Be Divested after their divestiture pursuant to this Order;

Acquire any stock, share capital, equity, or other interest in any person engaged in, or in any assets used in, gas gathering within the Relevant Geographic Areas at any time within the two years preceding such acquisition; or Enter into any agreements or other arrangements with any person, within any 18 month period, that would confer direct or indirect ownership or control of more than five (5) miles of pipeline previously used for gas gathering and suitable for use for gas gathering within the Relevant Geographic Areas. V.

IT IS FURTHER ORDERED that the prior notifications required by Paragraph IV of this Order shall be given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended (hereinafter referred to as "the Notification"), and shall be prepared and transmitted in accordance with the required Part 803, except that no filing fee will be required for any such notification, notification shall be filed with the Secretary of the Commission, notification need not be made to the United States Department of Justice, and notification is required only of Respondents. In lieu of furnishing (1) documents filed with the Securities and Exchange Commission, (2) annual reports, (3) annual audit reports, (4) regularly prepared balance sheets, or (5) Standard Industrial Code (SIC) information in response to certain items in the VOLUME 129 Decision and Order Appendix to Part 803 of Title 16 of the Code of Federal Regulations, Respondents shall provide a map showing the location of the pipeline whose acquisition is proposed and other pipelines used for gas gathering in the Relevant Geographic Area and a statement showing, for the most recent 12 month period for which volume information is available, the quantity of gas that flowed through the pipeline whose acquisition is proposed. Respondents shall provide the Notification to the Commission at least thirty days prior to consummating any such transaction (hereinafter referred to as the "first waiting period"). If, within the first waiting period, representatives of the Commission make a written request for additional information (within the meaning of 16 C.F.R. ' 803.20), Respondents shall not consummate the transaction until twenty days after substantially complying with such request for additional information. Early termination of the waiting periods in this Paragraph may be requested and, where appropriate, granted by letter from the Bureau of Competition. Provided, however, that prior notification shall not be required by Paragraph IV of this Order for a transaction for which notification is required to be made, and has been made, pursuant to Section 7A of the Clayton Act, 15 U.S.C. 18a, and that nothing in this Order shall be construed to relieve Respondents of their obligation to comply with any notification requirement of that statute. VI.

IT IS FURTHER ORDERED that:

Within sixty (60) days after the date this Order becomes final and every sixty (60) days thereafter until having fully complied with its obligations under Paragraphs II or III of this Order, each Respondent shall each submit to the Commission a verified written report setting forth in detail the manner and form in which it intends to comply, is complying, and has complied with Paragraphs II and III of this Order and with the Order to Maintain Assets. DUKE ENERGY CORPORATION, ET AL. 1121 Decision and Order Respondents shall include in such compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with Paragraphs II and III of the Order, including a description of all substantive contacts or negotiations for the divestiture and the identity of all parties contacted. Respondents shall include in their compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestiture.

One (1) year from the date this Order becomes final, annually for the next nine (9) years on the anniversary of the date this Order is entered, and at such other times as the Commission may require, each Respondent shall file a verified written report with the Commission setting forth in detail the manner and form in which it has complied and is complying with this Order.

VOLUME 129 Decision and Order VII.

IT IS FURTHER ORDERED that each Respondent shall notify the Commission at least thirty (30) days prior to any proposed change in the Respondent, such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change that may affect compliance obligations arising out of this Order.

VIII.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this Order, upon written request, Respondents shall permit any duly authorized representative of the Commission: Access, during office hours and in the presence of counsel, to all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Respondents relating to any matters contained in this Order; and Upon five (5) days= notice to Respondents and without restraint or interference from it, to interview officers, directors, employees, agents or independent contractors of Respondents, who may have counsel present, relating to any matters contained in this Order.

IX.

IT IS FURTHER ORDERED that this Order will terminate on May 5, 2010.

DUKE ENERGY CORPORATION, ET AL. 1123 Schedules By the Commission, Commissioner Leary recused. Schedule A Westana Area (Oklahoma) Duke=s interest in the Westana Gathering Company, which has been divested pursuant to the Western Agreement. Schedule B Austin Chalk Area (Texas) All interests held by Duke or DEFS prior to the Duke-Phillips Transaction Date in assets 1. located in Brazos, Burleson, Grimes, Lee, or Washington Counties in Texas, and 2. used in natural gas gathering, treating, or processing, except those specifically excluded by this schedule. The following assets are excluded from this schedule: (a) the North Fayette Treater in Fayette County, Texas, and the gas gathering assets connecting that treater to the seven gas wells closest to it, (b) the Bryan Plant in Brazos County, Texas, and (c) the A & M Plant in Burleson County, Texas. VOLUME 129 Schedules Schedule C DUKE ENERGY CORPORATION, ET AL. 1125 Schedules Total Pipa Length (DEFS) 173027 GPM Fi RR-2-2-6 EXT 2N SECM GIMARRON, OK e847 45 38 RRA22-6-2 2N SECM GIMARRON, OK 10175 BE 39 ARDS 2N SECM GIMARRON, OK 7 BE 20 RR-2-2-6-3 2N SECM CIMARRON, OK 1365 RE A RR-2-2 EXT 3N 1DEEM CIMARRON, OK 20184 5.625 42 RR-2-2-12 2N 1DEEM TEXAS, OK 2778 35 43 AR-2-1 3N SECM CIMARRON, OK 13581 6.625 44 AR-2-1-1 3N SECM CIMARRON, OK 1792 4.5 a5 RR-2-1-4 3N SECM CIMARRON, OK za7 5.625 26 RRA22 3N SECM CIMARRON. OK 14260 6.625 a7 RR-22-1 3N SECM CIMARRON, OK 3374 45 28 RR-2-2-10 3N SECM CIMARRON, OK 5907 ae 49 RR-2-2-10-1 3N SECM CIMARRON, OK 1773 ae 50 RR-2-2-13 3N SECM CIMARRON, OK 176 RE 31 AR-2-2-2 3N SECM CIMARRON, OK 249g 35 52 ARDS 3N SECM CIMARRON, OK 18785 6.625 53 AR-2-3 3N SECM CIMARRON, OK Ta67 45 $4 RR-2-3-1 3N SECM CIMARRON. OK 538 45 55 FR -2-3-2 aN SECM CIMARRON, OK 3040 2.375 56 ARAB 3N SECM CIMARRON. OK 7336 6.625 a7 RR-2-E-1 3N SECM CIMARRON, OK 18017 5.625 Fa RRR2-G 3N TEXAS, 0 2775 aE 5g RRA2-1-3 4N CIMARRON, OK 3175 45 a0 RR-2-1-34 4N CIMARRON, OK 3168 45 a1 RR-2-1-3-2 4N CIMARRON, OK A782 45 ES RR-2- 1-3-1 4N CIMARRON, OK 2887 aE 83 RR-2-1-32-1-1 4N CIMARRON, OK 1085 45 ad RR-2-1-32-1-1-1 4N CIMARRON, OK 1180 45 55 RR-2-1-32-1-1-1-1 4N CIMARRON, OK 20 2.375 56 RRA2-1-5 4N CIMARRON, OK 7281 45 aT RR-2-E-1-1 4N CIMARRON, OK 3175 5.625 ES RR-2-E-1-2 4N CIMARRON, OK 187 E Total Pips Length (GPM) 175943 Comprasalon: Divesting Midwell Compreesor Station, located In section 12, Townahip 3N, Range SECM Cima The Compressor unit has a 3 stage Joy WE14 compressor and a 520 Horsepower Superiour 3625 driver, compressor throughout capacity Is 2000 mefd with a5 psig suction and $00 psig dlecharge. The station has Inlet gas separation equigment, water and slop oll storage and purchased p VOLUME 129 Schedules SCHEDULE D HORTHWEST BEAVER COUNTY, GK AREA Kory PIPE DESCR (diam. in No.| GATHERER LINE NO PPELINEIQ Sec | Twe AAG COUNTY PIPE LENGTH &) ibe =f) GPM oO 1 On 7a Fa SH 222CM FEAVER. OF roa 44 = 2 0640901 14 5H 226CM BEAVER, OR 11652 6.625 is f] OG39801 11 5H 226CM BEAVER, OR 5a7 14 6.625 q 4 (WS 25901J Fs] EL BEAVER, OF, 3461 45 vc] oh Oo maib 11 oh FEAVER. OF Oi 45 L Q Ls] Oo aeo14 4 ah FEAVER. Oe a) 45 4 & Q 7 (OG 28801424, 14 5H 236CM BEAVER, OR ara 44 & 3 % 4 1 GBA8018 16 355 a2 SEWARD KS 6 a5 oO o fo) E] #5584601 15 355 a2 SEWARD KS 641 6625 S “ a 1h) ~ Oe 1A 1 455 Je SEVARD KS 1S LSS aa | Total Pipe Length W5581 S Interconnects: Al interconmacts wil ba dona to DEFS's uwual sooafinagar > Al ayovers wil ba completed with ateal pipe to DEF S's wud specication co SPMVGFM Zt a layower pele a Tie 4? GPA sheel bo OF Fad stewed L7II VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedule E Schedules SCHEDULE E MEADEICLERK COUNTIES, KS AREA Key | PIPE DESCR (alam. In No.| GATHERER LINE NO. PIPELINE ID) SEC | TWH RNG COUNTY |PIPE LENGTH (fi) Inches) DEFS 1 6 345 ZW CLARK, KS 27000 4 2 5 M5 25 CLARK, KS 3000 2 3 6 345 22 CLARK, KS 26500 4 4 2 MS 20 MEADE, KS 13500 4 § 25 M5 28W MEADE, KS 25500 2 Total Pipe Length (DEFS) S700 GPM 6 KG12701 i M5 20 MEADE, KS 9013 6.625 7 KG12601 20 345 24 CLARK, KS 7323 6.625 3 KG 126010 7 Mo 24 CLARK, KS 2126 45 3 KG12601A 18 345 24 CLARK, KS 3481 45 10 KG 12601A1 18 Mo 24 CLARK, KS 3062 45 il KG126010 20 345 24 CLARK, KS 523 45 12 KG12601Ai MR 18 M5 24 ‘CLARK, KS 13 2.6 1 KG1271E 3 5 26 MEADE, KS 5642 45 4 KG12701Et i 335 26 MEADE, KS 5487 45 15 KGSi401 3 345 26 MEADE, KS 28357 6.625 16 KGS1401B 18 345 26 MEADE, KS 12 45 i? KGS1401F 7 345 26 MEADE, KS 2140 45 14 KGG40iG 16 345 26 MEADE, KS 3143 45 i3 KGS1401H 13 5 27W MEADE, KS 4656 45 Total Pipe Length (PM) TEASE Interconnects: AD Interconnects will be done to DEFS's usual specifications. All layovers will be completed with sted! pipe to DEFS's usual specifications. Fs] a a ipsa a Tia GPA 4° seal io DEP 2 ea i a ia ipsa 13 Tia GEFE-4* ates! to CPA 6° ala 18 cod a aye oe Tie CEP E4° steed tn CP 4 see pie] a 24 ape’ Lay 4 steel ope i, and ntefeermecticn wil Nertheera Clark Ge, Na. 1 eonpreaaion ahaten.

VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1131 Schedules Schedule F SCHEDULE F ELLISWOODWARD COUNTIES, OK AREA Mey No. | GATHERER LINE NO. FELINE) 320 TWP RNG COUNTY PIPE LENGTH (fj}| "FP EDEICR DEFS 1 C1IMEt" HN aw WOODWARD 1065 45 2 1ede-E" HN Zw WOODWARD 11418 55 3 1ee-4" HN zw WOODWARD 45 4 1e-EL-T-a" HN zw WOODWARD a5 5 (es uN zw WOODWARD amu 4 5 (ee 1E-2" 21N zw WOODWARD 3 35 7 PHODE-E2 HN zw WOODWARD EY 35 3 {e1DE-2e-3" HN Zw WOODWARD maz 45 3 te-es" HN zw WOODWARD 20 45 ia {ae Ea" HN zw WOODWARD El a5 1 C1-IMEh uN zw WOODWARD 3736 45 12 CME tH" HN Zw WOODWARD 202 45 ii C1S-12-80-38-4" iN zw WOODWARD aves 45 14 1e-DEI--a" HN zw WOODWARD arti a5 5 tei-DEI-S-4" EXT. uN zw WOODWARD mas 45 5 {ae T-2" HN zw WOODWARD EE 35 7 PHIer uN zw WOODWARD Pa 35 8 CIIMIEEHE 2IN22N FW22N | WOODWARD 46535 35 VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1133 Schedules EE) OG-28B01-A1 EXT 2005330 SW2e/NW27 2iN aw ELLIS 4635 45 4 OG-2BR01-A 2005328 eWw2a z1N aw ELLIS sazt 45 al OG-2BB01-F 2005135 SW23 iN aw ELLIS Es 45 42 OG-25701-F 2005357 SWa4 22N zw WOODWARD 20678 45 52 OG-2R001-£1 2010324 NEJNW 22N aw ELLIS 1884 45 53 OG-2B201-1A 2010331 NEI 22N aw ELLIS 2327 45 Ea OG-2B401 2010315 NEé 22N aw ELLIS 22077 12.75 5 OG-28001 2010315 NEE 22N aw ELLIS BORG 10.75 EJ OG-2B001 M0315 NEe 72N aw ELLIS BS 8/525 Et OG-2B401 2010315 NEé 22N aw ELLIS 3461 8/525 E} OG-28001 2010315 NEE 22N aw ELLIS 14800 6/525 EE} OG-28501-F 2003247 NER 72N aw ELLIS 1585 45 50 OG-2B801- 2010323 NW 22N aw ELLIS 2435 45 a1 OG-29501- 2003341 NIWaZ 22N aw ELLIS z 45 G2 i 2iN 228 WOOOWARDVELL 15503 4 36 22N aw 53 OG-2B801-U1 20103239 SE5 22N aw ELLIS 4389 Ed OG-2B001-01 EXT 2010330 SERME18 72N aw ELLIS 6120 45 55 OG-2B401-J 2010328 EW3 22N aw ELLIS 15523 6/525 55 OG-2B801-U 2010328 SW3 22N aw ELLIS 4153 6/525 oF OG-28501-A 2005335 SWWw31 72N aw ELLIS 45 45 5B OG-29501-Ai 2005340 SW31 22N aw ELLIS 4 45 53 OG-29501-C 2003342 SW32 22N aw ELLIS 2045 45 7 OG-2801-£ 2005337 SWW33 7N ww ELLIS [ as 7” OG-29501-0 2005343 SW33 22N aw ELLIS BaDs 6/525 72 OG-29501-E ToOg34 EW33 22H 2a ELLIS 1483 45 OG-25501 2005338 9 SW33IW31 72N zw ELLIS 1618 6.625 05-2950 2005338 = SWIIEW1 22H 2a ELLIS 1228 6.625 75 OG-29501 2005338 = SWIGIEW1 22H 2a ELLIS Sco 4) 76 OG-29501 EXT 2005453 SWHISW3S 22H 24 ELLIS 6a29 4! 7 OG-25501 EXT 2005453 | SWHSW3S 224 24 ELLIS ES 35 74 OG-25401-K1 2010338 Nets 234 zw WOODWARD a3 45 7 OG-2B401-K1A 2010339 SEID 2aN aw WOODWARD 45 0 OG-28501-A 2010345 SE30 2aN aw WOODWARD 28 45 EW) OG-2B401-1A1 2010340 ew 2aN zw WOODWARD i554 45 a2 OG-2B401-RA2 2010373 ew 2aN aw WOODWARD 6358 45 83 OG-49R01-Al 010374 EWwi2 2aN aw WOODWARD 283 45 Be OG-28501-1 2010345 EW30 2aN zw WOODWARD 4 45 85 OG-29501-81 2010348 EW31 2aN aw WOODWARDVELLG 1705 45 85 OG-2401-L 210341 NEt4 234 2a ELLIS EY 45 aT OG-23401-D 2010320 NEZ 2aN 2a ELLIS G56 45 BB 5-28401-D1 M0321 NE2 23N zw ELLIS anit as Et OG-28601-L 2010370 NEZi 234 2a ELLIS art 45 50 OG-25501-H1 2010357 ME32 234 2a ELLIS 2603 45 1 OG-28601-H1A 2010369 NE32 234 2a ELLIS 4158 45 a2 OG-28501-8 210347 NEE 234 zw WOODWARDVELLUG 2482 45 EE) OG-28501-8 2010347 NE3E. 2aN 2a WOODWARDVELLG Pacrd 45 Ed OG-23401-D1A 2010322 NW 2aN 2a ELLIS 4542 45 a5 OG-23401-D1A 2010322 NW 74h aw WOODWARD a6 45 35 OG-23401-H1 2010327 NWiD 234 2a ELLIS 1113 45 VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1135 Schedules 2 2 i 2 25N = 5557-4 --~-- 24N | ‘ Jntegco unex ‘ Ta ee eee =! | 22N Phervoneect ELLIS to be prodded WOODWARD wh ELLIS COP #2. INNG} Lo be profised WOODWARD CO. #1 INNG} A ¥ Interconnect 21N rae gs be proved 20N | | eee Se eee 1 to te prowded 18N ait — 3/20/00 VOLUME 129 Schedules Schedule G

VOLUME 129 Schedules

VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedules DEWEY ELus De PN lerooreipet Tobe provided ROGER MILLS | 22w 21W 20W TW Schedule G Assets Dewey/Roger Mills Counties, OK Area GPM Duke duke9_t6.dgn 3/20/00 Taw Ww 19N 18N 17N 16N) VOLUME 129 Schedules Schedule H DUKE ENERGY CORPORATION, ET AL. 1143 Schedules 4 a2 108 aw GRADY es] Ex a2 b=) 10N aw Garay a es 48 aa 108 ew GRADY 120 8 + 4 oN aw Garay ae es a 4 oH ew GRADY 240 a8 # 5 oH aw ORAL Mee EE 4 5 oH ew GRADY ro] oP 4b é oH aw ORAL a EE a é oN ew Gmapy 1. bd & od ? oH aw ORAL Exc $1 7 oN ew Gmapy pk rt] a] J ? oH aw ORAL a 2F cod a oN ew Grapy a4 3 ba 7 oH aw ORAL Beto EE = IF oN ew Gmapy pk rt] “P be ih oH aw ORAL att a8 sy IF oN ew Gmapy am rs be 18 oH aw ORAL El EE cl 18 oN ew Grapy S23 & a 18 oH aw ORAL Bt 2F La 10 oN aw Grapy Bev] & & 20 oH aw ORAL Eo] ae & 2 oN aw Grapy Bev] & i ag ih ad ORAL a a8 es 1 on mw Grapy cal CEI & 2 aH TW GRADY es a 2 aH FW GRADY 28 aE ee 2 aH FW GRADY 28 7 & 3 aH FW ORAL S008 ae 7 3 aH AW GRADY 4 ee fal io aH FW GRADY 08 es fd io aH FW GRADY 000 oe fe] ii aH Tw GRADY ea00 os aH rw 4 aE 2 aH FW GRADY 8800 es 12 aH FW GRADY 28 oe ti aH AW GRADY 00 78 i] 108 aw CANADIAN 280 i 6 108 aw CANADIAN 4 aE a ? aH aw GRADY aed or] Total Pipe Langth (en Swanee ope 108 008011 4580 aH GRADY 2 bao iv a0eeo11 4580 aH EW GRADY eee ite 2008011 4580 aH EW GRADY F 48 108 S0e0te NATE aH EW GRADY Bat bao ie Bett ee aH EW GRADY ax amos 108 S0k0te NE aH EW GRADY J as VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1145 Schedules 1% S00 NWS 10n ow GRADY BL Baa a7 Fit i] NWS 10N aw GRADY a8 aad 1 aeoow pes) i0N aw GRADY a a5 J bile t-t-t EXT 2 aneeaT awit i0N aw CANEDIEN 2740 aaa 18 Peilhet ade aeeaT awit i0N aw CANEDIEN ] a5 18 Pet 1-8 anoeons ei) i0N aw GRADY 2s aaa ie Net -1-3 aneoTs cue) i0N aw GRADY ii as 165 Lead 0041 20 Tin aw ORLAROMA ei aaa 1 4B Oe a0 1iN a ORLAHOMA 7 as 185 Pebble aneee 20 ii aw OKLAHOMA ii a5 1 PBiha anseae 20 ii aw CRLAHOMA id a5 187 Piha ase 20 ii aw OKLAHOMA 3 45 188 Debit anes 20 ii aw OKLAHOMA 3 45 180 eal) aes 20 ii aw OKLAHOMA Live] aaa i) neal! aes 20 118 aw CRLAHOMA a im oa EXT Sota FJ iN an ORLAHOMA ihe] od EXT ii Fa] 1iN aw OKLAHOMA 1198 aad i Bd EXT aeeoo Fl ii aw CRLAHOMA LJ) a5 it Pebble i) Ful ii aw OKLAHOMA cic] aaa i} Piha phi] Fa] ii aw OKLAHOMA ii 45 1% PeBiha5 aes Fa] ii aw OKLAHOMA mea 1275 iv Pebble ase Ful ii aw OKLAHOMA Taz 1275 178 Laid ed Fa] Tin aw ORLAROMA ai eae i heel ed Fa] 1iN aw OKLAHOMA & 2a 4) Pebble Pini) Ful ii aw OKLAHOMA 2eT aaa 181 eal Pin] Fal Tin ai OR LAHDMA. a a6 1 MAST Fi nt ii aw OKLAHOMA i a5 1 afb E 11 Pid nt ii aw OKLAHOMA ae aaa 1 eB 11 ated? Fil Tit a ORLAHOMA i a5 185 Biba EXT Fi) n vin aw OKLAHOMA 7583 48 1 Biba EXT Fi) nt ii aw OKLAHOMA Fr] 45 iw eB ES Fi] Fe] vi aw OKLAHOMA i) aaa 186 eae Fenn] 2 Tin a ORLAHOMA, He aes 1 eee Fi Fe] ii aw OKLAHOMA & a5 iw Bil ES aneess FE] vi aw OKLAHOMA 2745 aaa 1a NBD Sees Fs.) 11h a (OR LAHOMA, Le] a8 1 Bilt Fi] ag vin aw OKLAHOMA iE) 1275 i Bilt aneero ad vi aw OKLAHOMA ars 18 Bilt Fi ad ii aw OKLAHOMA & a5 1 Bilt Pi] ad vin aw OKLAHOMA 5 a5 Ww aneend ad vi aw OKLAHOMA 18 45 1 MBit 1 aneend ad ii aw OKLAHOMA 4 a5 1 Fi Fl] a0 Tih a OR LARDMA. ir a8 a0 ee) Sees 20 ii aw OKLAHOMA 147 an Bb 8 Fi ad ii aw OKLAHOMA aad aaa a Bl ii ad Ti aw GRLAHOMA & 48 ate ad eee 0 Tih a RLAHOMIA. 4 48 a aed Fie] ad ii aw OKLAHOMA 400 aaa Fi] aed Fie] ad ii aw OKLAHOMA a7 bias a eel eee? a0 Tin ay OR LARDMIA. i] 48 VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1147 Schedules Interconnect 1 1N to be provided _ canon EANADIAN sre eid = 0 -— YH] ry Intefconnect % X ~ to be provided ee a | Al San at i. ‘ CLEVELAN \ | wal | —A | BRADY ON Schedule H Assets Southern Okishoma City Area GPM Conoco Ce er | VOLUME 129 Schedules Schedule I DUKE ENERGY CORPORATION, ET AL. 1149 Schedules 3 Zz 13H aw CRLAHOMA 1600 2.375 4 14 13H aw ORLAHOMA yi af az 6 12H aw OBLAHOMA S300 35 43 T 14H aW ORLAH OMA 11400 3.5 & i4 12H aw CELAHOMA £00 6.626 4 23 12H aw ORLAHOMA 6100 6.625 a3 23 12H aw ORLAHOMA 4500 2.375 20 rif 12H aw CELAHOMA 1100 as 21 26 12H aw ORLAHOMA TAO af 52 26 12H aw ORLAHOMA TS00 53 a7 14H aw ORLAHOMA Teo ia Zi 12H aw CELAHOMA 4600 as 55 35 12H aw ORLAHOMA TS00 6.625 56 5 12H aw ORLAHOMA 100 a.

oS ely 12H aw CELAHOMA 0 as 14H ai CAMACIAN 700 3.5 [=] 11 12H cw (CANADIAN 6600 a5 a1 iz 12H ow CANADIAN 2300 3 &2 is 12H ow CANADIAN 2400 3 63 7 15H aw LOGAN 4800 as S T 15M aw LOGAN 0 3.5 =} v 15M aw LOGAN 200 3 Total Pipe Length (DEF? 101800 GPM i=] Mora7z IOAN 14H ow CANADIAN 1556 as 7o 2007472 (OMAHE 12H ai CAMACIAN 1513 af fw” Mora7z IOAN 14H ow CANADIAN cl as Tz 2007487 cs 124 cw (CANADIAN iad as re} M0747 a 14H ow CANADIAN 13 3 Td 2006321 ci (CANADIAN 868 as 2006321 ow CANADIAN 18 ft TS 2006321 ci (CANADIAN a 5 TF 20T4e4 5 14H aw CANADIAN 115 ae 7 N-E-7 20T4s4 5 14H ow CANADIAN 1550 as ri] Aee-T 20074e4. 5 12H ci CANADIAN F a Fa) N-E-7 20T4s4 5 14H ow CANADIAN a3 as a1 Aee-7 EXT 2007485 5 124 cw (CANADIAN 240 as fed N-E-7 EXT 2074s 5 12H ow CANADIAN ars as [Ey A-E-T EXT 2007485 5 1aH ci (CANADIAN 180 as cy N-E-7 EXT 2074S 5 14H aw CANADIAN See ae ES] A-E-T EXT 2007485 E 14H ci (CANADIAN 225 45 f=] N-E-7 EXT 2074S 5 14H aw CANADIAN Pal ae aT N-E-7 EXT m0Tds 5 14H ow CANADIAN 275 as Es 2007485 5 12H ci CANADIAN q as F--] m0Tds 5 14H ow CANADIAN Z as bo} 2007485: 5 1aH ci (CANADIAN 188 as a 2074S 5 12H ow CANADIAN a as VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1151 Schedules 142 N-E-3-3 0747s EIS 14H ow (CANADIAN 1z2 a5 143 N-E-3-3 @0T47s EIS 14H ow ‘CANADIAN a 3.5 144 007453 NEZZ 15M ow KINGFISHER. 1925 as 145 2007453 NEZ2 154 ow KINGFISHER 4 35 145 MOT433 0 NEQ2 ISN SW KINGFISHER Pa 35 147 07452 . 15M ow KINGFISHER. 11386 5.62 145 007452 . 15M ow KINGFISHER. 4 a5 145 07452 . 15M ow KINGFISHER. Pi) as 10 007435 HERZ 15M ow KINGFISHER. 14H as 151 007435 NEZ2 15M ow KINGFISHER. 226 a5 15z 007435 HERZ 15M ow KINGFISHER. 445 as 153 007435 HERZ 15M ow KINGFISHER. 5 as 1 MOTMS$ NER? ISN A KINGFISHER i 4s 155 20g NWS 14H ow KINGFISHER. Z as 156 2007S: NWS 14H ow KINGFISHER. Z as 157 q0T4s6 3E28 15M ow KINGFISHER. LE) a5 15s T0T4S 3E28 15M ow KINGFISHER. Z as 153 T0T4S 3E28 15M ow KINGFISHER. nH as 160 Z00T454 E28 15M ow KINGFISHER. 17 45 181 Tot 454 3E28 15M ow KINGFISHER. E} as 182 MOMS = E28 ISN SW KINGFISHER A 4s 163 moms? S632 4EN EW KINGFISHER 200 45 164 2007457 E32 15M ow KINGFISHER. 5 3.5 165 2007453 3633 15M ow KINGFISHER. ani as 166 2007453 3633 15M ow KINGFISHER. T 3.5 167 2007456 3633 15H cw KINGFISHER 10 35 168 Nee+3+f 2007476 SI 14 14H aw (CANADIAN TEAS as 163 N--3+4 007476 S14 14H SW (CANADIAN 1 4s 70 N-G-3-1 007476 S14 14H cw ‘CANADIAN iz as TA N-E-S-2-1 MR. 207S14 0 SWE 144 sw ‘CANADIAN 26 as Fz Nee-S2-1 MR. 207S14 0 SWE 14H aw (CANADIAN & as 174 5 14H A KINGFISHERY #20 a5 Ed 15H sw CANADIAN bages Interoonments: All Interconmects will be done to DEFS's usual specfications. Fipes Involved Section Township = Fange Type Distance imLj Comments DEF a'Conoce 28 i4 4 crossover Tle 4" GEFS steel to 8" Conoce Stee! DEF a'Conoce i 5 4 crossover Tle 3" GEFS poly to 8" Conoco Stex! DEF aConoce a 15 4 qrossover Tle 4" GEFS poly to 8" Ganore Stes! Canora'Conoca Ey 16 4 crossover Tle 8" Gonneo steel to Conoco 4° poly DEF SIGE iD i4 5 crossover Tle 7" DEF? poly to GF poly VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1153 Schedules Schedule J SCHEDULE J NORTHEAST LOGAN COUNTY, OK AREA Key PIPE DESCR (diam.] No. |GATHERER] LINE NO.| PIPELINE ID|SEC| TWP] RNG] COUNTY| PIPE LENGTH (it) in inches) DEFS 1 2 46N iE LOGAN 6300 6.625 2 3 46N i4E LOGAN 4500 45 3 4 i6N iE LOGAN 2700 45 4 11 16N 1E LOGAN 4500 6.625 5 ii 76N iE LOGAN 2500 8.625 6 12 76N 7E LOGAN 3700 8.625 7 72 16N 7E LOGAN 4500 6.625 8 13 176N 7E LOGAN 2000 6.625 g 14 76N 7E LOGAN 9200 8.625 10 22 i6N iE LOGAN 5400 6.625 11 23) 16N 7E LOGAN 1200 8.625 12 27 i6N iE LOGAN 4700 6.625 13 27 i6N iE LOGAN 4700 45 14 28 i6N iE LOGAN 3200 6.625 15 28 i6N iE LOGAN 4300 6.625 16 43. 16N 7E LOGAN 3200 6.625 it 4 i6N iE LOGAN 4700 45 18 7 46N 2E LUNCOLN 5300 6.625 19 8 76N 3E LUNCOLN 6300 6.625 | Key PIPE DESCR (diam. | No. |GATHERER] LINE NO.| PIPELINE ID) SEC) TWF] RNG| COUNTY) PIPE LENGTH (ft) in inches) 20 8 76N 2E LUNCOLN 1300 45 21 16 #T7N 1E LOGAN 3/00 6.625 2 16 i7N iE LOGAN 1300 45 24 20 #i7N iE LOGAN 3700 45 2 21_i7N iE LOGAN 5200 45 26 21 #i7N 71E LOGAN 5200 6.625 ri 22 #i7N iE LOGAN 7900 6.625 28 23 17N 7E LOGAN 7100 45 29 24 #77N 1E LOGAN 13200 45 30 2 17N 1E LOGAN 600 45 31 26 #i17N 1E LOGAN 8500 6.625 32 27 i7N 71E LOGAN 1900 45 3 2? i7N 7E LOGAN 7o0 3.5 4 4 17N 1E LOGAN 5400 45 3% 35 17N 1E LOGAN 5300 6.625 36 35 i7N iE LOGAN 2000 45 a7 7 i7N 2E PAYNE 600 6.625 36 8 17N 2E PAYNE 4700 6.625 39 18 i7N 2E PAYNE 6200 6.625 40 19 #17N 2E UNCOLN 900 6.625 41 19 #77N 2E LUNCOLN 9000 45 Total Pipe Length 173900 VOLUME 129 Schedules Schedule CC DUKE ENERGY CORPORATION, ET AL. 1155 Schedules a ROI ie CINARRON, OK aa RR iN SEC CARON, OK tea cz RR NEC CINARRON, OK id _ RR a CR, oR 7601 Py 4nSECH CHARON OK SSS SECM CHARON, 04 mG aN SECM CARRON OK gg GCM CIMARRON, OK Ne 38 dni ECW CMARROH, OK 4N SECM CIMARRON, OK a750 6625 aN SEC GWARRON OK ag SECH CIMARRON, OK Alb a SECM CHIARRON, OF tal aN SCH CHARON, OF ii aN SCH CiARRON, OF 2 435 iN SECM CNARRUN Ge SECM CNARRON, Of ait as ii SEH CIMARRON OK ce ARID: iy SEC cin CWWARRON. OK ig aN BEC CINARRON OK tag) ga aN SECT CIVARRON, OK 2 8025 EEN GARRON OK ime RE eC TEXAS, OK aD 45 iN TEC TEXAS, i iit i Te Te “AS VEC TEKS a GS EC TES OK iN HEC TEXAS, OK a2 WW WECN TEXAS, OK 5630 G28 NCH TEDAS, OR ce aude iN {OC TEXAS, OR ~ i 4g RRA EC TERS ie 4s rs TEAS, OK ~ TAR Dah? ___|N _JOECM_ CIMARRON, OK 4s ii RRA “WN TECH TERRE, OR 4° a i IOECN TEXAS, OK Wa 4 TH RRA. iOECN TEXAS, OK i i RRA EXT a a Ho RRS aN {UECH TEXAS, OK 180 45 Ho RRDa “AN WECH — TENAS, CK a RR ETE OK 45 RRB SSS” TEAR, ws TEAS, OF H ARG SN SECM GIMARRON, OK ri as ARID SS~S™”*~S~S~S”CSS ROO Sched CC Page 2 of 6 VOLUME 129 Schedules

VOLUME 129 Schedules

VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedules Schedule DD SCHEDULE DD NORTHWEST BEAVER COUNTY, OK ARES Kany PIPE GEBCR idbart ip =. GATHERER LINE Hao PIPELINE ID} = EC THe FN GOUNTY PIPE LENGTH ij behaa) GPM OG21B01A 3 3 22ECM BEAVER, OK oa7 45 Fs OG21801B 5 4N 22ECM BEAVER, OK 6257 45 3 OG215010 5 4N 22ECM BEAVER, OK 67r4o 45 4 OG21B01E 4 3 22ECM BEAVER, OK 3169 45 5 OG21401 o 4N 23ECM BEAVER, OK S1072 6.625 & OG214014 a an 230M BEAVER, OK 2202 45 T OG21401K t 3 23ECM BEAVER, OK 122 45 8 OG21401N E) 4N 23ECM BEAVER, OK 1482 45 E] OG21401F1 24 4N 23E0M BEAVER, OK 5542 45 10 OG21401P1 EXT ‘1 3 23ECM BEAVER, Ok 4693 45 11 OG21401P1A cS) 4N 23ECM BEAVER, OK 1368 45 12 OG21401G A] an 23E0M BEAVER, OK 6645 45 13 OG21401R 23 3 23ECM BEAVER, Ok 524 45 14 OG214015 E 4N 23ECM BEAVER, OK afd 45 15 OG21401U 6 aN 23ECM a R, OK 254 6.625 16 OG21401V iF aN 23E0M is) R, OK 4456 45 17 OG21401X a2 4N 23ECM BEAVER, OK af2 45 18 OG21601 7 aN 23E0M BEAVER, OK 3157 6.625 18 OG21601A1A 6 aN 23E0M BEAVER, OK 3175 45 20 OG21601B 6 aN 23E0M BEAVER, OK 2707 ai 21 OG21701 7 aN 23ECM BEAVER, OK 9451 6.625 22 OG21601 5 aN 23E0M BEAVER, OK 16161 6.625 23 OG231014 20 aN 23E0M BEAVER, OK 11356 ai 26 OG231010 21 aN 23E0M BEAVER, OK 434 45 27 0626601 23 SN 23E0M BEAVER, OK 27357 45 30 O0G26601B 4% SN 22ECM BEAVER, OK 1784 ai 3i OG26801C i] SN 22ECM BEAVER, OK 3342 45 32 OG2660101 & SN 22ECM BEAVER, OK 2641 45 33 OG266010 1 SN 22ECM BEAVER, OK 6b72 45 34 OG26601E 25 SN 22ECM BEAVER, OK 6682 45 38 OG26601E1 a7 SN 22ECM BEAVER, OK 5309 45 36 OG26601/ 23 SN 22ECM BEAVER, OK 3451 ai aT OG29501 1 SN 22ECM BEAVER, OK 53718 6.625 38 OGI95014 4 SN 22ECM BEAVER, OK B40 45 38 0640301 4 SN 22ECM BEAVER, OK 11652 6.625 40 OG26501A24 18 SN 23E0M BEAVER, OK 2747 45 43 KGbS601 15 35 32 SEWARD, KS 641 6.625 44 KGES601A 15 385 a2W SEWARD, KS 18034 6.625 45 KGha60i8 5 385 a2W SEWARD, KS 659 35 Total Pipa Langth (Crown Jewel Aes 236110 VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedules Schedule EE SCHEDULE EE MEADEICLARK COUNTIES, KS AREA Kay PIFE DESCR (diam. In No. | GATHERER LINE NO. PIPELINE ID) SEC|/TWP) RNG COUNTY PIPE LENGTH (tt) nehes} ‘GPM 1 OG48101 18 BN 26ECM 8733 4s 2 OG4E1D1A 17 6N 26ECM 2554 45 E LA-d52-04138 24 GN 27ECM 14330 45 4 LA-4524141239 21 6N 27ECM 12085 ai 5 LA-452-04163 20 6N QFECM 509 45 6 LA-452-04 178 20 §N 27ECM 2151 45 7 LA-452404190 20 «6N Q7ECM 2508 45 a LA-452-14213 20 6N 27ECM 2173 45 3 LA-452-042793 24. 6N 27ECM 14075 45 10 OG38101 15 GN 28ECM 3995 6.625 11 OG38101 EXT 10 6N 28ECM 1957 6.625 iz OGSH0IC io 6N 28ECM 2507 45 13 OG38H101D 15 GN 28ECM 4330 6.625 15 LA-452-14220 17 §N 23ECM 31 45 16 LA-462-04271 i7_ GN 33ECM w035 45 i? LA-d52-14222 & GN 23ECM st 45 14 LA-4 52404223 17 6§N 28ECM 259 45 19 LA-452414273 17 GN 28ECM 945 45 20 LA-452-)42374 17 §N 23ECM 1460 45 Z1 LA-452404275 17 6N 28ECM 2276 45 a2 LA-452-0516 16 6M 28ECM 8538 6.625 2 LA-452414276 16 GN 28ECM 606 45 24 LA-45241427 16 6M 28ECM 2782 45 25 LA-452-1427; 16 6M 28ECM 2515 45 25 LA-452-1427 16 6M 23ECM 264 45 27 LA-452414260 16 6M 28ECM a4 45 28 LA-A52414261 17 §N 28ECM 345 45 23 LA-452-4269 17 6N 28ECM Tai 45 4 LA-452-14250 17 §N 25ECM 3367 45 a LA-45241429 21. 6N 28ECM 1367 45 32 KG17901 3 OSS O25W CLARK, KS 10858 6.625 cx) KG17501l 5 3S ow MEADE, KS 11206 45 a4 KG12801 20 5) MW CLARK, KS Taz 6.625 5] KG12801C 17 5S aw CLARK, KS 2126 45 4 KG12801A 18 2S aw CLARK, KS 3461 45 a? KG12807A1 18 MS MW CLARK, KS 62 45 és) KS128010 20 5 24W CLARK, KS 923 45 4 KG12807A1 MR 16 SS 2W CLARK, KS 13 2.5 40 KG12701 11 $3 aw CLARK, KS 60453 6.625 At KGW2T0IL 2 SAW CLARK, KS 38 35 42 KGTSa01 22°25 24W CLARK, KS 17681 B.625 43 KGTS301A 19 5 aw CLARK, KS 793 45 VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedules Ej KG1T501U 12 3S 26W MEADE, KS 3193 45 5 KGI7501U1 12 5 26 MEADE, KS 5550 45 MEADE, KSI Ed KGI7S01U1A 13 5 26 BEAVER, OK 3759 45 =] KGSS501A 3 26W MEADE, KS bod4 43 96 KGITSO1A 11S) TW MEADE, KS 7155 £5 5 KGITS018 11°53 aw MEADE, KS 1891 45 MEADE, KS! E KG1750181 i4 355 27W BEAVER, OK 412 45 5 KG1T501J 10 33 27 MEADE, KS 1150 45 100 KG17501K 10 8 27W MEADE, KS 2023 45 101 KG17501L 4 3 27 MEADE, KS 2794 45 102 KG17S01L1 4 38 27w MEADE, KS 5734 45 103 KGITS01L1A 4 #3 27 MEADE, KS 3202 43 iM KGITS01N 12 4S 27 MEADE, KS 2307 45 105 KG175010 5 345 27W MEADE, KS 15571 6.625 106 KG17501G1 6S iW MEADE, KS 1043 45 Total Pipe Langth (Crown Jewel Assets) STEaS1 Note: The crown jewel asset package Includes an existing connection to Northem's Clark County No. 1 compressor station In 243/24, Section 29. 29 28 27 a 2 24 a MEADE CLARK CO. #1 (NG) CLARK 35S ae (A A (”* <) mR La am a KANSAS 2 a 27 27 | OKAROMA ! BEAVER Schedule EE Assets Meade/Clark Counties, KS Area GPM duke99_13¢), dgn | HARPER VOLUME 129 Schedules Schedule FF

VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1169 Schedules 25W 24 23 22 al 25N 24N, | 22h ELLIS FALLS. OC 2 (NNG} Interconne:

{o ba provided 21N | / 23N | 20N 19N 18N Schedule PF Assets Ellis/ Woodward Counties, OK Area Duke VOLUME 129 Schedules Schedule GG DUKE ENERGY CORPORATION, ET AL.

Schedules ES) 80 -T Pit, 18 aso a8 4 ‘HAT 1 EXT. Pat, 1B Tas a8 = 182-0812 ivi 4e88 a8 # 140081 -* ti) ie 2880 45 aT 1281-7" 7M ivi 151 45 a 141 17H ia 4 a5 4) 1440-81 4 EXT inv Ties 45 Ei ile ia a3 a5 Li 142-0812" ivi e245 45 &2 142 iat amo 45 Ls 142-1" 7M ivi 20 45 ES Caer iH inv i800 a s eile 7M inv 1048 45 Ey 140-81 EXT inv 2875 45 a Ce Ti ‘ie 4340 45 EJ Wt FARMERS &* (acabedl) ie 8000 2) L W. FARMERS 3° (scale) 1a Too a5 Ey WW. FARMERS 4° (scale) iH inv 14500 45 a W. FARMERS 3° [acaled) TH tid 6500 a5 Lj Wi FARMERS 2° (acabedl) rial ia S000 a5 C=) Wi, FARMERS 3° (scaled TM ‘ie a0 a5 ES) We. FARMERS 3° (scaled!) inv 2000 a5 L-} Wi, FARMERS 3° (scaled ‘ie #600 a5 2 WW. FARMERS 3° (scaled) iH inv 4500 a5 Total Pipe Length (DEPS) aeaei2 ou pane 7 aT 18eut 45 102 faneco x 2 arg 45 10a pane EW iH nw 12 45 ibe aaneTa 4 A aa 207 a5 106 CHAD.1 Pa ‘ A 2 was a5 108 CW aaneTa 4 A aa ] 45 107 CHAT nan 4 | Feo] L} a7 188 Cho Saheks a aH =v a? a5 100 CWAL22 oaks a A aa a 45 10 CHAS aes e | Feo] § a7 CMA Sas a aH =v Ed 45 112 CWDS Pg] a A aa a 45 13 CHAD Pat] a b= | mw +] a7 i CWDS Be aaa a eH aa iso a5 115 CWDS Be Pa) a A aa 12 45 18 CHAL2-5 Ext ane a b= | mw 10 a7 ed aunieie a eH aa ara? a5 118 CWS Pad a A aa 4 45 10 CD Pah 18 A EM Bae 120 CW aunia7a i eH aa é 10.78 121 CW aune7a i A aa 14315 ET] Fe] CD Pah 18 A EM am Bae 124 ed aunie7a i eH aa eate ai VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedules i 2a1503 20 aro cE] 175 2001508 20 4 45 178 2an5ii 20 45aa cE] iT Sansii 7H 20 i 45 174 200508 NEIANWHE 7H 20 1045 45 i) 200508 NEIANWHE 7H 20 FE] 45 140 Sune) NESW 20 a5a5 cE] 1a 2048) NESW 20 4 45 1a 2048) NESW 20 4 237 1a CMR So6i0 MAND 200 =a eat 1a CMT Sosi0 | MAND 200 4 a5 185 deal BONO | RAWN2 20 a a5 188 OMA SovsoT MANE 7M 200 1s Cry 1a? OMA SSsoT | MANE 7M 200 EI a5 148 OMA SSsoT | MANE 7M 200 14 a5 tao So01s0e 4 bil aw a8 or] tad aons0e 4 aw tia? aa tat danse 14 aw EI a5 rd So01s0e 4 aw 12 a5 i) Soiaso BEES 20W 11 48 ts Soiaso BEES 20W Fi) 48 195 Sod1s8t bil 204 tt a5 1d Sonat bil 20W 48 17 CN1 Sonat bil 20W i 247 18 CMT Sos BENS bil 204 a 45 1a eal Pad SE10 Hal 20 0 as a0 Cu aun | BEN 7 a0 a 45 an eal aun | BEV 7 a0 a 45 FF] CW MR 2 pune SEIT 7 20 45 ad Chet auneeT = BEV 7 a0 45 a Ce ST SEB He] 204 a74s as 28 lead Pa SE1b 20 Fe] as 4 CW 2un6ih = BED 7 a0 a70a CT] 27 CW 2un6ih = BED 7 a0 Fr] 45 Fi] CW EXT Dunsid BED 7 20 14 45 a0 CWB EXT Dunsid = BED a0 Tuo CT] a0 CHD EXT noid = BED TH a a5 Fill CUA ERT i818 SED 7 204 i 5.5 a2 Cue 2un57a = BES 7 a eae Tr] Fir Cue 20n57a = SESH a0 2 45 aa eed Sun57a SEDb 7 20 a 45 25 CW EXT 2unsi2 Swit 7 a0 4502 CT] Fa) CHL EXT fnsi2 Bw TH a 4 48 ai? CHA EXT 812 Swit 7 204 FL] 4s a8 CAT anes ewe Hi] a 0 5 a0 Chet fue SWE 7 a0 4 a5 0 CWE sansa awa 20 a eet at CWE ans | 7 a0 e722 CT] a CWE ans | 7 a0 a5 FE] CH Pa) oa Ta 204 eg 4s VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1175 Schedules m4 eur OTS SES TN 2 ROGER MILLS v an m5 cut oe > = ROGER MILLE 2 an Pi ren BOTS gE TN Fer ROGER MILLE 5 Pr aT cut ee Ww ROGER MILLE 1180 af ma cut oe > = ROGER MILLE 2 45 mi cut 07S SES TTN Pee ROGER MILLE a 45 20 CMD wo gE TN Fr ROGER MILLS iis us ot Was 01 «BES TTN Fe ROGER MILLE a aia ae CMS S018 BESS 2 ROGER MILLS 5 i078 Fe ch Oe BERS ZW ROGER MILLS ‘8 a aa eM soi BESS 2H ROGER MILLS at an 285 MBDA sed «SE TTN er ROGER MILLS 3 as 288 eWat4 ee Pa ROGER MILLE a as mat CMR a 7M 20 DEWEY 70 an maa parent Oty 10 “7m 20 DEWEY A 45 8 CMSA moe fia 20 DEWEY 2800 45 Total Pipa Lintagtis (CPA) iea)8 Total Pipa Legit (Crmwn Jewel Asaeta) eaniid Compresaion:

That Comphaaaat Stadion a cated i Section 14, Temtahip 17H, Ange 20M, Diy County, Qulahora. The siatien has ofa eoinpreawor un Lint li theesleged Joy WE-1d compreaser wih S80 bers apower Mlauieshin 7042 dew Stadion threughpul capacity ia appriinmiely 700 read with w 8 pag auction and 700 pag discharge The station hid lat git separation equigerent, after and ainp oll aisrage and purchased prey alec Larora Bessie Staten, eewted in Sesion 1, Tewtahip 17H, Range 164, Damenyc Loeb PeRMET TAGES. WE AOS Boe ae nae Lease PeseMeTO TAIETS-. WES | Bt a nae Witt OFEMASETO = ae WALIE, ae ss Wise | LGU ‘Other Equipment: ESOS Syaher, Matra Gari Liguiea Taek -2 10 bel predaurized (Saeaeh), Parakdue Tian - 40 be), Mavthanel Storage Tank, Engine Of Storage Tank intereeenecta: Al nieretieets wil ba dena to DEF SS uiual specications CEFROPM AF] 1TH Fh eoadeval The" DEFS ead tc OP tine VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedule HH Schedules SCHEDULE HH SOUTHERN OKLAHOMA CITY AREA PRE DESCR idiam in Fay. UNE Hic PAPELINE ID SEC Wwe RNG COUNTY PIPE LENGTH it ‘ conecO 10N SW CANADIAN S280) es 2 2 108 BW CANADIAN 70588 re a ate ion Bw CANADIAN Saa8 es 4 an i0N BW Sano es § i 108 BW CANADIAN 70588 re a 4 ion Bw CANADIAN iE) ire i0 i0N BW CANADIAN rs a 14 108 BW CANADIAN 208 £8 a ion Bw CANADIAN Ee) oe] 10 i0N BW CANADIAN anon es 18 108 BW GRADY 8008 re 12 18 ion Bw CANADIAN Saa8 ire ia i0 i0N BW au es 4 108 aw GRADY tid ad 15 4 ion aw iE) oa 14 18 it aN CANADIAN S288 ire a 0H aN CANADIAN S088 ire 18 15 0H aN CANADIAN 500 re 10 10H aN bes rs 20 18 40H aN 808 £s F 4) 18 0H ay 208 oa Fe] iH ey Ee) es FF] i0 iH ay 200 rs a8 20 ‘iH By Sa80 EE 25 20 0H ay oi) rs Fe] 20 WH ay neo *s 27 Fy WH ay GRADY S200 rs Fi] Fe] iH ay GRADY 71000 rs Fi FE] iH ay S600 rs a0 FE] iH ay 120 Cd 4 28 10H aN 808 rs 32 F 40H aN GRADY at08 Cd a4 a7 40H aN ee) rs aa FL 0H ay Shee EE a5 20 0H ay 710588 a 38 20 0H ay GRADY ET) oe] aT a0 iH By cE ag a0 WH ay Ci] rs a0 a WH ay S280 rs 40 a2 0H ay GRADY 5000 rs VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1179 Schedules at 4a TH aN ates a Pr] 4 10H aw ‘CLEVELAND Seal & Ls) 1 10N Si CARLO Shas 10 & 1 10n SAW CANADIEN sis a Pd 2 10H ay CANADIAN 2821 4 a 2 10H ay CANADIAN tas a a7 z iH SW 1807 é a8 2 108 Fa eo 1 ao 2 i0n Ey Er Fi 100 2 10H Ea CANADIAN EE & ttt 5 10H ay CANADIAN 5405 a 102 5 10H aw CANADIAN Saat id 1a id 0H Bil! 108 & 10 108 ay Sert 3 105 it 10H ay aed 3 104 n iH ay bead a 107 12 104 Si S 1a 13 10H Ey a065 é 100 bi 10H BW E} 110 4 10H ay 788 a 16 10H ay tai 3 12 Fr] 104 Bi eo & 114 a 10N aw GAAD'Y po o 14 FJ 108 SW GRADY #164 4 115 a ‘0H ow GRADY Bau7 a 118 4 WN aN OFLAHOMA é a Vik a ORLAHOMA 4 18 4 Tin ay OFLAHOMA 147 a TIN av ORLAHOMA 4185 4 120 7 Tin ay ‘ORLAHOMA 147 a in 7 Tin ay OFLAHOMA 187 4 im Th aay ORLAHOMA a a i 7 Ti ay ORLAHOMA 10 é Tin ay OFLAHOMA 1181 a 128 id 1H ay ORLAHOMA ite 4 id ib Tin aN ORLAHOMA ava ) 127 it Tin ay ‘ORLAHOMA ant 4 128 B i” av ORLAHOMA rate a 120 it Tin ay OFLAHOMA oa ] a2 Tin aN ORLA OMA a & mt Ee Th ay ORLAHOMA Sago 4 142 a2 Tin ay OFLAHOMA 4108 a 144 =] vin ay ORLAHOMA eae] & ta a 1H ay ORLAHOMA tee 4 136 3 Tin ay OFLAHOMA ans a 1a 3 Til ay OFLAHOMA FE ] 147 bad bas ay ORLAHOMA 1285 4 148 33 vi ay OFLAHOMA 5 aa TN ay OFLAHOMA ii 4 140 bal Th aii! ORLAHOMA i] VOLUME 129 Schedules

VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1183 Schedules Es iH Ei CAN SDIAN 1 a5 Es] wi iH ai! 4 a5 ES] NEV 0H Ed 01 as Er Ett iH ai! CAN EDIAN a a5 Es] NEI2 iH Ei CANSDIAN ai ae Ee] 0H aw CANADIAN i? ae Swid iH Bit CAN EDIAN 27h ae Es] Swid iH Ei CANSDIAN ] a5 0 moeee i iH Ei! ‘CLEVELAND 2815 ae SO moder i iH Bit ‘CLEVELAND a a5 Es NBT -1ede1 NOEs F] WH Ba onan 1825 eee M2 ORs F iH Ei onADY ay a5 EE OE F] iH Bit 5 a5 us ois Baad 0H aw GRADY 2088 ci] 5 N11 anoeOTs ave iH Ei onADY 1 a5 MA ait Ose ai iH Bit GRADY i i075 I ait Ose a iH Ei! onADY 2088 ae aa Natt i ai iH Ei 108 ae ao ee mosese a1 WH Eat onADY 12 1075 0 Natt i ai iH Ei onADY 545 ae Ei Natt i ai iH Ei onADY 12 a5 #2 ha1-12 OOOO Eu 0H Ea BuaT ci a eed OOK ai iH Ei 2 a5 ae eed OOK ai iH Ei 5 a5 Ei woes HAS iH Ei onADY soos eee 58 2s MAR 10H BW GRADY & a5 Ey 20UBUT HAR 10H SW GRADY et eee 358 20UBUT HAR 10H SW GRADY 5 a5 0 Nite 2B MAR 10H BW GRADY 1325 ae 0 Nettle i) HAR 10H SW GRADY a5 eee El Nettle i) HAR 10H SW GRADY a5 eee EF Nite 2B MAR 10H BW GRADY a a5 E HE 22 2ST «= WIR EM 18 vin ay OKLAHOMA O00 1075 ae HE 22 2ST «= WIR EM 18 vin ay OKLAHOMA Whe 1075 5 HIE 22 TEST WIR EM 14 vin aN OKLAHOMA 4] a5 8 eal ie] a vin ay OKLAHOMA 5a eee E} NEA ie] a vin ay OKLAHOMA i) a8 ET WELLE D1 EXT aeees ia vin aN OKLAHOMA 2atk ae 0 HELLED-1 EXT =| EES a vin ay OKLAHOMA 1200 eee an HELLED-1 EXT =| EES a vin ay OKLAHOMA & a5 aT HAILED UR ee NEI4 vin aN OKLAHOMA 28 a5 a2 HAILED UR 20eeee NEI4 vin ay OKLAHOMA iz a5 ETE] ed 20S aia vin ay OKLAHOMA anni ae an eed 241 F] vin aN OKLAHOMA 1084 ae a6 ed 241 Fi] vin ay OKLAHOMA i a5 ana el 202 Fi] vin ay OKLAHOMA ti a5 aT eed 202 F] vin aN OKLAHOMA in a5 aT8 ed 20S Fi] vin ay OKLAHOMA 3 a8 ED] ed 20S Fi] vin ay OKLAHOMA 3 a8 a0 oral 20see F] vin aN OKLAHOMA ies ae VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1185 Schedules sit G16 MA see Hari tih ay ORLAHORME EL as an HSL 1-5 MA see anit Tih ay ORLAROMMA 3 as ah Hob! au O6u7 awit Tih ay ORLAHOMA ub ag aa Lect eid oaai ii ay ORLAHOMA Fd a5 sig Nob ees ea Tih ay ORLAROMMA El am Es) noe Phin] Baal Tin ay ORLAHOMA 1b aa air beeih at eee oaai ii ay ORLAHOMA Esty Ec] a8 hee at Fi] oaai ii ay ORLAHOMA 4 a5 Bs] nob E Sees 4 Tin ay CANADIAN oo as a clad Sees Hi Tit ay CANADIAN 28h ag at peti nb Fah] Hi ii ay CANADIAN 7 45 a2 fee oe Pig tha=) E Ti BN CANADIAN a8 as ay ed reed ES Ti oN CANADIAN Fe] as as HERE Fi] Saas iH ay ORLAHOMA a3 Li] Bil bead Fi] aves iH ay ORLAHOMA Ed 45 a eel ues Saas ih ay ORLAHOMME Ed a8 Saal HLS a0 TH ay ORLAHOMLE 4 ae Total Pipe Langit (OP i) Pot) Total Pipa Langit (Crown Jtewnl Aaseta) Tae Comprension:

Wiewiem Compesaaor Staion, Toenahip OH, Flange 84), sacdion 7 This site conrad of bela afd ber gece poly ated vaheed, 1 fiber gina bark, and 9 pended cornprwasad Unt Theta aia 2~CAT Sede - 145 ip wach aed 1-CAT 3408-205 he. South Muatany Comprens Staten, Taetahig 10M, Range 50, section 2. Thi site conn of aareral viride (Soubberd, tania, Pigging fad ied, ate | empty compraascr pica, dhe dehy add, and bulidinga. Theta baits 1 rental corripramacr util which ba a White AGED apprcaierataly 400 hip. guineas: All vk frtinst wl dn det ta COEF Sul apne Coneaaitensea 2 i 5 efomecival The Fave te 2 seal Condenensen 4 i 5 efoniaeveal The &° svt fo sled Conceniensca Fd i 5 croc Tho &F shoe fo 6 sled ‘PuConacs i i 5 efomecival The + line ahaa ts & Corre ahaa! Coteentenen 3 aT] § Sftrinervaal Tie F poly te 2 ated Condenensen Tv i 5 efoniaeveal The & sited be ea Coneaaienca Fe] iw 4 efoiaoval The of vba to: pasly VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL.

Schedules Schedule IT SCHEDULE II HORTHERN OKLAHOMA CITY AREA FIFE DESGCR (diam in Key No. GATHERER LINE Nio. FIFELINED| SEC TWF RNG COUNTY PIPE LENGTH iff inches comoco 1 5 13M a ORLAHOMA 5280 Ce) 2 & 13M ay CRLAHOMA 5280 aS 3 3 13N aia CRLAHOMA 5280 BS 4 10 13M a ORLAHOMA 5280 Ce) 5 ah] 13N aly CRLAHOMA 3560 BS 5 11 13M aw OSLAHOMA 1320 oe) 7 iz 13M aw CRLAHOMA 40 ao 8 13N aly CRLAHOMA 5500 aS Ey 13M aw OSLAHOMA 1320 rs 10 aS 14M aw CRLAHOMA 5280 mS W aa 12M aly CRLAHOMA 5280 BS i 14N aw OSLAHOMA 5280 re 13 14M aw CRLAHOMA 5280 mS 14 B25 14N aly CRLAHOMA 5280 BS 15 3n33 14N aw OSLAHOMA 5280 re 16 5 15M aw LOGAN 5280 mS 7 6 15N aly LOGAN 1000 ial 18 & 15N a LOGAN 5280 EE LE] 7 15N ay LOGAN 5280 Ce:

20 a 15N ay LOGAN 5280 Ce:

2i 2 15M aw LOGAN 5280 a3 22 32 15N aw LOGAN 6600 a2 2a 3 tN ay LOGAN 1000 iF 24 Ft] 15N a LOGAN 5280 FL] a 15N ay LOGAN m0 26 a 15N ay LOGAN pa] Fa aT 21 15H ay LOGAN 2m iF 28 PJ tN ay LOGAN 6600 iF Fs] z& 15N ay LOGAN pa] F 30 FS] 15N a LOGAN 5280 3 a 15N ay LOGAN 3360 32 EY 15M aw LOGAN 10560 iF 33 Fil tN an LOGAN 100 iF ES Eg 15H ay LOGAN 5280 Ba 35 3z 15N ay LOGAN 16000 oF 35 33 15N a LOGAN 500 Cia Total Pips Length (Como) 17EBa0 DEFS 7 5 13N aw ORLAHOMA, 7o00 Bs 38 6 13N a ORLAHOMA 300 as VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1189 Schedules 62a ity 14H cw CAMADLAN 2400 a5 53a T 15H aly LOGAN 4500 45 Eo] T 15H aly LOGAN 300 a5 55a Ea 15H ai LGAN 5200 a5 Total Pips Langth (DEF) 2100 OPM a N-2-3 EXT MOT472 WANTS 14H SW CAMADLAN 165 45 a2 A-3-3 EXT M0T472 WOMANS 14H cw CAMADLAN 1513 45 a3 N-2-3 EXT MOT472 WANTS 14H SW CAMADLAN 5 45 a W-E-T-1-1 M0T48T 4 14H SW CAMADLAN 14a 45 a5 N-e-T-1-1 07487 4 14H cw CAMADLAN 13 a5 a5 WE t-1 2006321 5 14H SW CAMADLAN a 45 a7 WE t-1 2006321 5 14H SW CAMADLAN 18 45 a8 He t-1 2006321 5 14H cw CAMADLAN & 45 a8 N-e-7 2D1T454 5 14H cw CAMADLAN 13 45 30 N-e-7 2D1T454 5 14H cw CAMADLAN 1230 45 EL N-e-T 2007454. 5 14H cw CAMADLAN Zz 45 a2 N-e-7 2D1T454 5 14H cw CAMADLAN oi) 45 33 N-3-7 EXT 20T4e5, 5 14H cw CAMADLAN Mo 45 Ey A-3-7 EXT 20T4e5, 5 14H cw CAMADLAN era 45 a5 N-3-7 EXT 20T4e5, 5 14H cw CAMADLAN 160 45 36 N-3-7 EXT 20T4e5, 5 14H cw CAMADLAN nee 45 Eo A-3-7 EXT 20T4e5, 5 14H cw CAMADLAN mo 45 ES} N-3-7 EXT 2D0T4s5, 5 14H cw CANADIAN 7 45 Ee) N-E-7 EXT 2D0T45 5 14H ew (CANADIAN 275 45 100 N-E-7 EXT 2D0T45 5 14H ew (CANADIAN 3 45 Ww Ne-7-1 MTs = 5 14H SW (CANADIAN Z 45 bly H-E-7-1 MTs =F 14H cW (CANADIAN 188 45 103 N-E-T=1 MDT46 5 14H SW (CANADIAN a 45 1 N-E-T=1 M0T46 5 14H cw CANADIAN 261 45 15 N-E-T=1 MDT46 5 14H SW (CANADIAN we 45 15 Neg-7*1 Td 144 cW CANADIAN 121 45 1 N-E-T=1 M0T46 5 14H cw CANADIAN i? 45 108 MT4S 5 14H SW (CANADIAN 2003 45 168 MT4S 5 14H SW (CANADIAN 1124 45 110 M0741 =e 15H SW (CANADIAN For] 45 qi MTs | 15H cW (CANADIAN 1126 45 112 M0741 FH28 15H SW (CANADIAN S22 45 113 M0741 33 154 cw CANADIAN M20 45 4 mT = 15H SW (CANADIAN 3 45 115 MTs] |B 15H SW (CANADIAN 2 a5 115 20518 NES 14H BW CANADIAN 362 45 dF M6322 «OE 14H SW (CANADIAN 2 45 118 M6322 «OE 14H SW (CANADIAN 117 45 113 m6 Oe 14H cw CANADIAN 457 45 10 M0632 144 cW CANADIAN Et] 45 1H M6322 OB 14H cW CANADIAN #2 45 12 M6322 14H cw CANADIAN 2 45 VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1191 Schedules 17a H-G-T-3-2 Td = 3525 15H BW KINGFEHER 3 45 qT H-G-T-3-2 2T4 = 3E25 15H BW KINSFEHER 5 45 Tr 2007495 NE32 15H cw KINGFEHER: 1421 45 Tr5 2007435 NE32 15H BW KINGFEHER 226 45 TF 2007435 NE32 15H BW KINSFEHER 445 45 Tre 2007495 NE32 15H cw KINGFEHER: 5 45 ire] 2007435 NE32 15H BW KINGFEHER 3 45 180 2T4S? «3532 15H BW KINSFEHER 200 45 Ta 2T4s7 = 3532 15H cw KINGFEHER: 6 35 182 2007455 15H SW KINGFISHER, a2 45 183 200745 15H BW KINSFEHER ? 35 1 2007498 15H cw KINGFEHER: 0 35 185 HAET-BT moras 144 EW KINGFIBHER! 2650 45 2 15H cw (CANADIAN Total Pips Langth (GPM) seo Total Pipe Length (Crown Jewel Accetn) oo * NEZQNW2 TSE S " NE2SININ2 TSW INI WISE1S TSW22NW2 VSWISET? Inferooningabe: Al Interconnects will be done tt OEFS's usual specificaions. Plpgs ievplves DEF a/Conoco DEF a/Conoco DEF a/Concco Conoca/Conoco DEFRIGFM it id 1F id Cuver Cuver ChuESOVEr ChSver ChSver Te &* DEFS steel to Conoco 8° shee Tie 4° DEFS steel io 8" Conoco ste Tle 3" DEFS poly to 8" Conoco stes Tle &* Conoco steel to Conoco 4" poly Tie 3° DEFS poly 10 GPM poly VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1193 Schedules Schedule JJ SCHEDULE lJ NORTHEAST LOGAN COUNTY, OK AREA A (dam. in KeyWo.! saTHERER | LINE WO.| PIPELINE In| Sec TW RNG COUNTY | FIFE LENGTH (ft ene) DEFs z 15M iE LOGAN 6.828 2 3 15M iE LOGAN 45 3 4 45N iE LOGAN 45 4 14 15M iE LOGAN 5 14 15M iE LOGAN 6 12 15M iE LOGAN 7 iz 45N te LOGAN E 13 15M iE LOGAN 8 14 15M iE LOGAN S200 i0 2 45N te LOGAN S400 15M iE LOGAN 200 12 Fd 15M iE LOGAN 4200 13 Ed 45N 1E LOGAN 4700 44 2B 15M iE LOGAN 2200 ig 2 15M iE LOGAN 1200 € 33 45N te LOGAN 2200 7 34 15M iE LOGAN 4200 45 1g 7 16H 26 LINCOLN 5300 ag EI 15H 2 LINCOLN 6200 FI 164 26 LINCOLN 1200 4 i 174 Ee LOGAN 2700 18 17H E LOGAN 1300 a5 174 E LOGAN 3700 45 Fl 17H E LOGAN 5200 45 Fa 174 = LOGAN Ey 17H = LOGAN 8 23 17H E LOGAN a5 zs at 174 iE LOGAN 13200 45 30 25 17H E LOGAN E00 a5 EL 28 17H E LOGAN ae00 Ful 17H E LOGAN 1300 a FF] 174 = LOGAN 700 35 4 174 Ee LOGAN 5400 Ee 38 17H E LOGAN 5300 36 174 E LOGAN 3000 45 Fu 7 17H 2 PAYNE 00 38 FA 17H 26 PAYNE 4200 38 18 47H 2 PAYNE 6200 40 is 47H ze LINCOLN soo 4a 13 174 26 LINCOLN S000 45 Total Pipe Length (DEF) araaoa VOLUME 129 Schedules DUKE ENERGY CORPORATION, ET AL. 1195 Schedules 102 (former Aad) & 15M Fis UNCOLN eood as 04 (former AS) i] 45M 2£ UNCOLN 2640 re Total Pipe Length (Concoo} ageTas Total Pipe Length (Crown Jewel Accete) ae0e49 Inderoonneocts: All interconnects will be done to DEF S's usual specificadons. Pipes inves =Secton = Townstie Fangs Tue Distance imi) Gomments DEFS/Conoce = 16 2 crossover Tie 6" DEFS poly to 4° Gonono foes! Note: Conore's Camey Plant (Including refrigeration compression) i also Included im te crown jewel asset package. This cryogenic plant ts. located in 15N/2E, Section 15, in Lincoin County, Oklahoma. The plant's processing capacity is 15 MMctd. The plants storage capacity Is 1,140 barrels of NGL mb. ns ee VOLUME 129 Analysis to Aid Public Comment Analysis to Aid Public Comment on the Provisionally Accepted Consent Order The Federal Trade Commission ("Commission") has accepted for public comment from Duke Energy Corporation (ADuke@), Phillips Petroleum Company (APhillips@), and Duke Energy Field Services L.L.C. (ADEFS@) an agreement containing Consent Order designed to remedy the anticompetitive effects resulting from: (1) Duke and Phillips= proposed merger of all of their natural gas gathering and processing businesses into DEFS; and (2) Duke=s proposed acquisition of certain gas gathering and processing assets in central Oklahoma currently jointly owned by Conoco Inc. (AConoco@) and Mitchell Energy & Development Corporation (AMitchell@). The Consent Order requires Duke to divest approximately 2780 miles of gas gathering pipeline in Kansas, Oklahoma, and Texas.

This agreement has been placed on the public record for thirty (30) days for the receipt of comments from interested persons. Comments received during this period will become part of the public record. After thirty (30) days, the Commission will again review the agreement and the comments received, and will decide whether it should withdraw from the agreement or make final the agreement's Order.

On December 16, 1999, Duke and Phillips signed a letter agreement to transfer their natural gas gathering and processing businesses to DEFS. Duke will be the majority owner of DEFS. The value of this transaction is approximately $6 billion. On December 21, 1999, Duke agreed to acquire Conoco and Mitchell=s jointly held central Oklahoma gas gathering and processing assets. Gas gathering is the pipeline transportation of natural gas from a wellhead or central delivery point to a gas transmission pipeline or gas processing plant. The Commission found that the merger and acquisition may create competitive problems in counties in Kansas, Oklahoma, and Texas. The Commission=s complaint alleges that Duke, Phillips, and DEFS= merger agreement and Duke=s acquisition agreement with Conoco DUKE ENERGY CORPORATION, ET AL. 1197 Analysis to Aid Public Comment and Mitchell violate Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. ' 45, and the merger and acquisition, if consummated, would violate Section 5 of the Federal Trade Commission Act and Section 7 of the Clayton Act, as amended, 15 U.S.C. ' 18.

Seven relevant markets were identified where gas producers could only turn to the parties or, at most, to one other gas gatherer, for gas gathering services. In these areas, the proposed merger and acquisition would reduce competition in the provision of gas gathering services and would likely lead to anticompetitive increases in gathering rates and an overall reduction in gas drilling and production. It is unlikely that the competition eliminated by the proposed merger and acquisition would be replaced by new entry into the gas gathering market in these areas. The proposed Consent Order requires Duke to divest pipeline systems in these markets areas, eliminating any overlap between Duke=s current holdings and what it will acquire from Phillips and the Conoco/Mitchell joint venture. The gas gathering assets to be divested are listed in Schedules A-J, with maps depicting the assets listed in Schedules C-J. Of the 2,780 miles to be divested under this Consent Order, 2,250 miles will be divested to Duke=s joint venture partners for these assets. On February 28, 2000, Duke divested its interest in the Schedule A assets, 800 miles of pipe in the Westana area of Oklahoma, to Western, co-owner of the Westana Gathering Company. Duke has agreed to divest its interest in the Schedule B assets, 1,450 miles of pipe in the Austin Chalk area of Texas, to Mitchell, co-owner of Ferguson-Burleson County Gas Gathering System. The remaining 530 miles will be sold to Commission-approved buyers. The purposes of the divestitures are to ensure the continued use of the assets as gas gathering assets and to remedy the lessening of competition resulting from the acquisition.

VOLUME 129 Analysis to Aid Public Comment Duke must divest the assets within 120 days of final acceptance of the Consent Order by the Commission. The Consent Order provides that if Duke fails to sell the 530 miles of pipe that currently does not have an identified buyer, it must offer additional assets for sale (Acrown jewels@). If Duke fails to divest these assets, or if the sale to Mitchell is not completed, by the deadline, the Commission may appoint a trustee to sell the assets. Duke has entered into an Asset Maintenance Agreement, in which it has agreed to maintain the assets that are being divested (as well as the Acrown jewel@ assets) in their current condition and provide gas gathering services on the same terms and conditions available to customers on March 1, 2000, until the assets are sold. The purpose of this analysis is to invite public comment concerning the consent order. This analysis is not intended to constitute an official interpretation of the agreement and order or to modify their terms in any way.

FMC CORPORATION, ET AL. 1199 Complaint