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(717) 787-3483 Telecopier: (717) 783-4738 http:Behb.cciurtapps.corn

COMMONWEALTH OF PENNSYLVANIA ENVIRONMENTAL HEARING BOARD

2nd Floor – Rachel Carson State Office Building 400 Market Street, P.O. Box 8457

Harrisburg, PA 17105-8457

Vincent Gustitus, Jr. Secretary to the Board

NOTICE OF APPEAL

Name, address, telephone number, and email address (if available) of Appellant:

National Fuel Gas Midstream Corporation and NFG Midstream Clermont, LLC 6363 Main Street Williamsville, NY 14221

E-mail addresses of counsel for Appellants: david_overstreet@klgates.com christopher.nestor@klgates.com c-.91)/ — 06 ca. -,13 2. Describe the subject of your appeal:

(a) What action of the Department do you seek to review?

The Department's determination to aggregate two or more air contamination sources as part of its April 16, 2014 issuance of an air quality general plan approval and operating permit for natural gas facilities (BAQ-GPAJGP-5) to NFG Midstream Clermont, LLC for its Clermont West Compressor Station facility.

A copy of the subject determination is attached at Tab A.

(b) Which Department official took the action?

John F. Guth, Regional Manager, Air Quality Program, Northwest Regional Office

(c) What is the location of the operation or activity which is the subject of the Department's action (municipality, county)?

Jones Township, Elk County, Pennsylvania

(d) How , and on what date, did you receive notice of the Department's action?

National Fuel Gas Midstream Corporation and NFG Midstream Clermont, LLC received a copy of the subject determination, by e-mail, on April 18, 2014.

05/09/2014

3. Objections to the Department's action in separate, numbered paragraphs. The objections may be factual or legal and must be specific. If you fail to state an objection here, you may be barred from raising it later in your appeal. Attach additional sheets, if necessary.

See Tab 13.

4. Specify any related appeal(s) now pending before the Board. If you are aware of any such appeal(s) provide that information.

This appeal involves issues that are similar to those involved in the following appeals currently pending before the Board: Docket Nos. 2013-113-B, 2013-123-B, 2013-124-B and 2013-206-B

By tiling this Notice of Appeal with the Environmental Hearing Board, I hereby certify that the information submitted is true and correct to the best of my information and belief. Additionally, I certify that, on May 9, 2014, a copy of this Notice of Appeal was served upon each of the individuals indicated on the attached Proof of Service.

Christopher R. Nestor May 9, 2014 (717) 231-4500 christopher.nestor@klgates.corn Counsel for Appellants

If you have authorized counsel to represent you, please supply the following information:

Dated: May 9, 2014

K&L GATES LLP

David R. Overstreet Pa. Id. No. 68950 K&L GATES LLP KC, Gates Center 210 Sixth Avenue Pittsburgh, PA 15222 Tel: (412) 355-6500 Fax: (412) 355-6501 david.overstreet@klgates.corn

Christopher R. Nestor Pa. Id. No. 82400 K&L GATES LLP

- 2 -

17 North Second Street, 18 th Floor Harrisburg, PA 17101-1507 Te1: (717) 231-4500 Fax: (717) 231-4501 ehristopher.nestor@klgates.com

Counsel for Appellants

ristopher R. Nestor

PROOF OF SERVICE

I, Christopher R. Nestor, hereby certify that, on May 9, 2014, a copy of the foregoing

Notice of Appeal was served upon the following, in the manner indicated:

Via First-Class Mail, Postage Prepaid Department of Environmental Protection Office of Chief Counsel, Litigation Support Unit Attention: Glenda Davidson 16th Floor, Rachel Carson State Office Building 400 Market Street, P.O. Box 8464 l-larrisburg, PA 17105-8464

Via First-Class Mail, Postage Prepaid Department of Environmental Protection Northwest Regional Office Air Quality Program Attention: John F. Guth 230 Chestnut Street Meadville, PA 16335

Courtesy Copy, Via First-Class Mail, Postage Prepaid Douglas Moorhead, Assistant Counsel Pennsylvania Department of Environmental Protection Northwest Regional Office 230 Chestnut Street Meadville, PA 16335

TAB A

pennsywarna DEPARTMENT OF ENVIRONIYIENTAL PROTECTION

NORTHWEST REGIONAL OFFICE

April 16, 2014

NFG Midstream Clermont, LLC — Clermont West Compressor Station Duane Wassum 6363 Main Street Williamsville, NY 14221

Re: Clermont West Compressor Station Application No. GP5-24-180A BAQ-GPA/GP-5 APS: 833960 Auth ID: 1011355 Jones Township, Elk County

Dear Mr. Wassum:

The Department has received your application for authority to construct and/or operate under the Air Quality general plan approval and operating permit for natural gas production facilities (13AQ-GPA/GP-5).

This authorization is for the proposed construction of 7 gas-fired 1,380 bhp compressor engines with 3-way catalysts, 5 gas-fired 200-kW microturbines, 2 TEG dehydration units rated at 150 trunscfd each, 2 gas-fired pipeline heaters rated at 7 inrnbtu/hr each, and 7 storage tanks.

Engine Make Model Serial Number Manufacture Date ENG 1 4SRB aukesha L5794GSI 5283702916 August 2013

4SRB Waukesha L5794GSI 5283702917 August 2013 ENG 3 4S -esha L5794GSI 5283702928 August 2013 ENG 4 4SRB Waukesha L5794GSI 5283702932 August 2013 ENG 5 4SRB Waukesha L5794GSI 5283702933 August 2013 ENG 6 4SRB Waukesha L5794GSI TBD After July l, 2010 ENG 7 4SRI3 Waukesha L5794GS1 TBD After July 1, 2010

You are hereby authorized to use BAQ-GPAJGP-5 in accordance with your application. This authorization is for the operation of the above equipment at the natural gas production facility, and is valid for a five-year period. The authorization may be renewed by the submittal of a renewal application and fee, at least thirty days prior to the expiration of the permit.

If a Title V or State Only Operating Permit has been issued for this facility, the General Permit will be incorporated into the Title V or State Only Operating Permit and the General Permit will not be renewed. If the Title V or State Only Operating Permit has not been issued at the time this general permit expires, the general permit must be renewed.

230 Chestnut Street I Meadville, PA 16335 814.332,6940 I Fax 814.332,6117

www.depweb.state.pa.us

05/09/2014

Mr. Wassum 2 April l6, 2014

I suggest that you carefully review BAQ-GPA/GP-5 to assure that all applicable terms and conditions will be met. Additionally, please be advised that the proposed facility will be subject to all applicable Federal requirements; including, but not limited to the following: 40 CFR 60 Subpart JJJJ (Standards of Performance for Stationary Spark Ignition Internal Combustion Engines), 40 CFR 60 Subpart 0000 (Standards of Performance for Crude Oil and Natural Gas Production, Transmission and Distribution), and 40 CFR Part 63 Subpart ZZZZ (National Emissions Standards for Hazardous Air Pollutants for Stationary Reciprocating Internal Combustion Engines).

If the Department can be of any further assistance, please contact the New Source Review Chief at the address below.

Sincerely,

F. Guth Regional Manager Air Quality Program

Issuance Date; April 16, 2014 Expiration Date: March 31, 2019

Attachment: BAQ-GPAJGP-5

cc: File/AQ/FAC/Permit/ GP-24-000-1.80 HSBG/Air Quality Permits Section Warren District Office - D. Bubbenmoyer

COMMONWEALTH OF PENNSYLVANIA Department of Environmental Protection

April 16, 2014 814/332-6940

Fax: 814/332-6117

SUBJECT: General Plan Approval Application Review NFG Midstream — Clermont West GP5-24-180A (GP 5) Jones Township, Elk County

TO: File: AQ/Facility/Pennit/GP-24-000-180 APS: 833960 Auth ID: 1011355

FROM: Hubert Thomas Flaherty New Source Review Air Quality Program Northwest Regional Office

THROUGH: Edward Orris, P.E. John Guth . Environmental Engineer Manager Environmerital Program Manager Air Quality Program

Air Quality Program Northwest Regional Office

Northwest Regional Office

The application is for the proposed construction of 7 gas-fired 1,380 bhp compressor engines with 3-way catalysts, 5 gas-fired 200-kW microturbines, 2 TEG dehydration units rated at 150 rnrascfd each, 2 gas-fired pipeline heaters rated at 7 mmbruflir each, and 7 storage tanks.

The Department has determined that the following sources are exempt from the plan approval process: gas-fired microturbines, gas-fired pipeline heaters, and the dehydration unit reboilers. The rnicroturbines (TRB 1 - 5) are exempt based on 127.14(a)(8) [44 — combustion turbines rated at less than 1,000 horsepower or 10.7 gigajoules per hour]. The pipeline heaters (PL 1 - 2) are exempt based on 127.14(a)(3) [combustion units with a rated capacity of less than 10 mmbtu/hr fueled by natural gas]. The dehydration unit reboilers (RB I — 2) are exempt based on 127.14(a)(2) [combustion units rated at 2.5 rnmbtu/hr or less].

Engines 1 - 7 (ENG 1 -7) are 4-stroke, natural gas fueled spark ignited rich burn Waukesha L5794GS1 engines. Each engine has a maximum rated capacity of 1,380 bhp @ 1,200 rpm with an engine displacement of 5,788 in 3/cylinder. The engines are equipped with an Air/Fuel ratio controller (Integrated ESM) and a NSCR Catalyst manufactured by Maxim Silencers model QAC4-67-14.

Engine Manufacture Date Serial Number ENG 1 Au,g-ust 2013 5283702916

0P5-24-18OA 2 April 16, 2014

ENG 2 August 2013 5283702917 ENG 3 August 2013 5283702928 ENG 4 August 2013 5283702932 ENG 5 August 2013 5283702933 ENG 6 TBD (after July 1, 2010) TBD ENG 7 TBD (after July 1, 2010) TBD

For purposes of the GP5, the engines are classified as new because construction or reconstruction commenced after the effective date of the GP (February 1, 2013). From GP5 Section B Condition #4(b), within 180 days after initial start-up or re-authorization of the GP, the owner or operator shall perform source testing on each affected engine in accordance with applicable provisions of 25 PA Code Chapter 139 for N0 x, CO, HCHO, and NMHC or NMNEHC. Engine testing load conditions shall be representative to within 10% of 100% peak or the highest achievable load. From GP5 Section 13 Condition #4(c), in addition to the initial testing, every 2,500 hours of operation and no sooner than 45 days from the previous test, the owner or operator shall perform periodic monitoring for NO and CO emissions. A portable gas analyzer (maintained according to the manufacturer's specifications and the procedures specified in ASTM D 6522 or equivalent) may be used utilizing 3 test runs of 20 minutes for each test run. From GP5 Section B Condition #5(b), the owner or operator shall maintain comprehensive accurate records of number of hours per month that each engine operated using a non-resettable hour meter, the amount of each type of fuel that is used per month in each engine (fuel usage will be metered for each engine), the date the GP5 authorization was issued, the date construction began, the date of initial startup, the date testing is required, parameters required to be tested, and the date testing was perfouned for each engine.

In accordance with 40 CFR 60.4230(a)(4)(i), stationary SI ICE that commence initial construction after June 12, 2006, where the stationary SI ICE is manufactured on or after July 1, 2007, for engines with a maximum engine power greater than or equal to 500 hp is subject to 40 CFR 60 Subpart JJJJ; therefore, the engines are subject to 40 CFR 60 Subpart JJJJ. In accordance with 40 CFR 60.4233(e), owners or operators of stationary SI ICE with a maximum engine power greater than or equal to 100 hp must comply with the emission standards in Table 1 [non-emergency SI natural gas with maximum engine power greater than or equal to 500 hp and a manufacture date of 7-1-2010: NO ), emission standard of 1.0 g/hp-hr (82 ppmvd @ 15% 02), CO emission standard of /0 g/hp-hr (270 ppmvd @ 15% 02), and VOC (not including formaldehyde) emission standard of 0.7 g/hp-hr (60 ppmvd @ 15% 02). In accordance with 40 CFR 60.4243(b), owner or operator must either purchase an certified engine for the same model year and demonstrating compliance according to one of the methods specified in paragraph 40 CFR 60.4243(a) or demonstrate compliance according to the requirements in 40 CFR 60.4244 as applicable and according to 40 CFR 60.4243(b)(2)(i) and (ii). In accordance with 40 CFR 60.4243(b)(2)(ii), the facility must keep a maintenance plan and records of conducted maintenance and must, to the extent practicable, maintain and operate the engine in a manner consistent with good air pollution control practice for minimizing emissions. In addition, facility must conduct an initial performance test (N0„, CO, and VOC) and conduct subsequent performance testing (NO X, CO, and VOC) every 8,760 hours or 3 years, whichever comes first, thereafter to demonstrate compliance.

GP5-24-180A 3 April 16, 2014

The engines are a stationary RICE, at a major or area source of HAP emissions; therefore, it is subject to 40 CFR 63 Subpart ZZZZ as outlined in 40 CFR 63.6585. In accordance with 40 CFR 63.6590(a)(2)(iii), the engines are a new stationary RICE because it is located at an area source of HAP emissions and commenced initial construction on or after June 12, 2006. In accordance with 40 CFR 63.6590(c)(1), a new or reconstructed stationary RICE located at an area source must meet the requirements of this part by meeting the requirements of 40 CFR 60 Subpart .1.11J, for spark ignition engines. No further requirements apply for such engines under this part.

The engines are subject to 40 CFR 60 Subpart 0000 because the facility commenced construction, modification, or reconstruction of a reciprocating compressor affected facility after August 23, 2011. The engine is subject to, but not limited to, 40 CFR 60.5385, 40 CFR 60.5410(e), 40 CFR 60.5415(c), and 40 CFR 60.5420.

Dehydrator 1 & 2 (DENY 1 - 2) are Frederick Logan 150 mmscfd units with an annual TEG circulation rate of 30 gpm.. The TEG dehydrator/reboiler is considered to be new and is subject to Section F, Condition #1.

Tank 1 (T-1) is a 3,000 gallon atmospheric tank storing glycol with no controls. Tank 2 (T-2) is a 1,500 gallon atmospheric tank storing TEG with no controls. Tank 3 (T-3) is a 1,500 gallon atmospheric tank storing TEG with no controls. Tank 4 (T-4) is a 3,000 gallon atmospheric tank storing lube oil with no controls. Tank 5 (T-5) is a 3,000 gallon atmospheric tank storing lube oil with no controls. Tank 6 (T-6) is a 16,800 gallon atmospheric tank storing waste fluids with no controls. Tank 7 (T-7) is a 4,200 gallon atmospheric tank storing waste fluids with no controls. The tanks are subject to Section E Condition O.

The facility will have fugitive emissions associated with connectors, flanges, open-ended lines, pump seals, valves, compressor seals, relief valves, diaphragms, drains, meters, etc. The equipment leaks are subject to Section G and H.

Testing Initial tests o be conduc d within 180 days of startu Pollutant GP5 Method Subpart

BM Method Required

NOx Yes 7E Yes See Table 2 Yes CO Yes 10 Yes See Table 2 Yes H CHO Yes 320 from Part

63 or 328 from Part 63

See Table 2 Yes

NMHC or NMNEHC Yes 25A & 18 or 25A & 320 from Part 63

Yes See Table 2 Yes

GP5-24-180A 4 April 16,2014

Subsequent testin Pollutant UPS Frequency Subpart JJJJ Frequency Required NO„ Yes Every 2,500 hours of

operation (can use portable analyzer)

Yes Every 8,760 hours of operation or 3 years (see Table 2)

Every 2,500 hours of operation or 3 years

CO Yes Every 2,500 hours of operation (can use portable analyzer

Yes Every 8,760 hours of operation or 3 years (see Table 2)

Every 2,500 hours of operation or 3 years

HCHO NMI-IC or NMNEHC

Yes Every 8,760 hours of operation or 3 years (see Table 2)

Every 8,760 hours of operation or 3 years

Emissions:

Engine emissions per engine Pollutant

.

Limits Emission Rates & Control Efficiency Atmospheric Emissions GP5 (gm/bhp-hr)

Allowable (gm/bhp-hr)

Pre-control (gm/bhp- hr)

Post-control (gm/bhp-hr)

% efficiency

PTE (#/hr) PTE (tpy)

NO 0.2 1.0 14 0.14 99 0.61 2.67 NMNEHC 0.2 0.7 0.27 0.02 94 0.61 2.67 VOC 0.62 2.70 CO 0.3 2.0 8_9 0.09 99 0.91 4.0 SO, 0.01 0.03 PM10 0.21 0.90 PM2.5 0.21 0.90 HCHO 2.7 ppmvd

@ 15% 02 or 76% reduction

0.01 0.0001 99 0.01 0.03

GI IG (CO2) 1,354 5,930 Notes: • GP5 limits are for new stationary engines (NG —fired 4SRB, rated bhp > 500) • Allowable are limits established in Subpart J.J.WIIII/ZZZZ • NMNEHC is non-methane, non-ethane hydrocarbons excluding HCHO expressed as propane • VOC includes NMNEHC and HCHO • PTE (tpy) based on 8,760 lus/yr

5 GP5-24-180A April 16, 2014

Total Estimated Atmospheric Emissions from all Sources Covered under this GP (including emissions which are not covered by this GP) are as follows:

Source Pollutants VOC NO, CO HCHO HAPs Plv110 PM2.5 SO, GHG (CO2,) vaI' s 9thr INA mil iillar 11:011111,112/1EVIESISSII iiihr

0.03 rg142111E111

NEU 5,930 ENG 1 0.62 ma 0.61 2.67 0.91 4.0 0.01 0.03 0.13 0.58 0.21 0.90 0.21 0.90 0.01

ENG 3 0.62 0.62

lel 11/411

0.6I 0 )1

2.67 0.91 zsz 0.01 0.03 IBM

0.13 0.58 0.21 0.90 0.21 0.90 0.01 0.03 0.03

WM Es'

,930 ,9 0 2.67 0.91 4.0 0.01 0.03 0.13 0.58 0.21 0.90 0.21 0.90 0,01

ENG 5 0.62 0.62.

oil 2.7

0.61 2.67 0.91 4 0 0.01 0.03 MIN

0.13 0.58 0.21 0.90 0.21 0.90 0.01 0.03 En 1 ,354

5,930 5.930 0.61 2.67 0.91 4.0 0.01 003 0.13 0.58 0.21 0.90 0.21 0.90 0.01 0.03

ENG 6

DEITY 1 0.62 0.69

go=' leil

3.02

2.67 0.91 4.0 0.01 0.58 0.21 0.90 0.21 0.90 0.01 0.03 1,354 5,930 0.61 2.67

allomiiminloom 0.91 4.0 0.01 0 .03 1111Mya

0.13 0.58 0.21 0.90 0.21 0.90 0.01 0.03 1 ,354 5,930 0 0

inim 111111111

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DEHY 2 0.69 3,02 inimm.. 111

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0 . 13 0.57 111.11111111111111 0 0 0 IIIMMINIMMIIIIIIII 0

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608 ER

2,665 Fu itives 0.49 1111 111111110111111111 0 RB 1 0.05 0.21 0.94 0.1 8 0.79 0 0 0 0.02 0.02 0.07 0.02 0.07 0 0.01 264 on RB -2 0.01 NM 0.21 0.94 0.18 0.79 0 0 0 0.02 0.02 7 0.02 0.07 0 0.01 64

820 gm

3,591 PL- I 004 0.16 0.67 2.93 0.56 2.46 0 0 0.01 0.05 0.05 0.22 0.05 0.22 0 0.02 pt,./ 0.04 0.16 0.67 2.93 0.56 2.46 0 0 0.01 5 0.05 0.22 0.05 0.22 0 0.02 820 3,591

TRB-1 0.02 0.09 0.08 0.35 0.22 0.96 0 0.003 0.012 0.02 0.07 0.02 0.07 0.01 0.03 266 I,166 TRB-2 0.02 0.09 0.08 0.35 0,22 0.96 .0 0.01 0003 0.012 0.02 0;07 0.02 0.07 0.01 0.03 266 1,166 TRB -3 0.02 0.09 0.08 0.35 0.22 0.96 0 0.01 0.003 0.012 0.02 0.07 0.02 0.07 0.01 0.03 266 1,166 TR13.4 0.02 0,09 0.08 0.35 0.22 0.96 0 0.01 003 0.012 0.02 0.07 . 0.07 0.01 0.03 266 1,166 TRB-5 0.02 0.09 0.08 En 0.22

11111111111111111111111111111M11111111111 Totals 1221111111111natall1111121.

0.96 0.01 0.003 0.012 0.02 0.07 0.02 Ell 0.01 0 0 1, 166

M111111111111.1M11111 11111 61,214

IIN

GP5-24-180A 6 April 16, 2014

Single Source Determination and Aggregation Analysis (See Ed Orris Review Memo: NFG Clermont West Aggregation Analysis)

Total Facility E

ions for t urposes of PSD/NSR and GP5 applicabilit Pollutant NFG Clermont Other Aggregated Facilities

Pad B Total

Pad A VOC 27.58 5.98 0.95 34.51 NO 28.15 1.21 0.43 28.79 CO 39.3 1.26 0.36 40.92 HCHO 0.27 0.27 HAPs 4.28 3.14 0.05 7.47 PM10 7.21 0.11 0.03 7.35 PM2.5 7.21 0.11 0.03 7.35 SO, 0.41 0.02 0.43 GHG (CO20 61,214 2,314 658 64,186 Note: Other aggregated facilities are Seneca Resources NF-A and NP-B Well Sites. The estimated potential emissions from Pad A listed here are different from what Seneca Resources stated in their RFD approved on August 9, 2013. The RFD showed VOC emissions of 0.591 tpy, NOx emissions of 2.32 tpy, CO emissions of 0.53 tpy, HAPs emissions of 0.011 tpy, and GHG (COO emissions of 1,738.1 tpy.

As seen from the above Table, the aggregated facility is not major and the facility qualifies for a GP5.

The application states the facility will be operated in conformity with the information provided in this application form and all limitations and conditions of the Natural Gas Production and/or Processing Facilities General Permit (BAQ-GPA/GP-5).

Authorization of the general plan approval & general operating permit is recommended which include the standard conditions.

il DEPARTMENT OF ENVIRONMENTAL. PROTECTION

Pennsylvania

7/4i8

05/09/2014

NORTHWEST REGIONAL OFFICE MEMO

TO AQ/fac/permit/ GP-24-00180A AQ/fae/permit/ GP-42-00241A AQ/fac/permit/ GP-42-0023313

FROM:

THROUGH:

DATE

Edward F. Orris, P.E. Environmental Engineer Manager, NSR Air Quality Program

John F. Guth Environmental Program Manager Air Quality Program

April, 16, 2014

RE Single Source Determination and Aggregation Analysis NFG Midstream Clermont LLC - Clermont West Compressor Station Facility NFG Midstream Clermont LLC - Clermont Interconnect Station Facility EOG/Seneca Resources Corporation — Clermont Compressor Station Facility Seneca Resources Corporation — Well Site NF-A, NF-}3, Pad H & Pad N General Permit Application No. GP5-24-180A APS #8333960/ AUTH #1011355 Jones Township, Elk County

Introduction

NFG Midstream Cleonont LLC (NFG Clermont) submitted a general plan approval (BAQ-GPA/GP-5) application for the Clermont West Compressor Station (Clermont West Facility). The Clermont West Facility is located at 12753 Shawmut Grade Road in Jones Township, Elk County at 41° 35' 22" N, -78° 28' 11"W. Air pollution sources proposed at the Clermont West Facility include:

Seven gas fired 1380 bhp compressor engines with 3-way catalysts manufactured by Maxim Silencers model QAC4-67-14

Engine Manufacture Date Serial Number ENG 1 August 2013 5283702916 ENG 2 August 2013 5283702917

230 Chestnut Street I Meadville, PA 16335 814.332.6940 I Fax 814.332.5117 www.depweb.state.pa.us

ENG 3 August 2013 5283702928 ENG 4 August 2013 5283702932 ENG 5 August 2013 5283702933 ENG 6 TBD (after July 1, 2010) TBD ENG 7 TBD (after July 1, 2010) TBD

• Five gas-fired 200-kW microturbines

• Two TEG dehydration units rated at 150 rnmscfd each

• Two gas-fired pipeline heaters rated at 7 mmbtu/hr each

• Seven storage tanks

NFG Clermont provided a map depicting other air pollution sources in the area of the Clermont West facility. The Department identified the following air pollution sources to analyze whether one or more should be considered as a single source with the Clermont West Facility.

1. Clermont Interconnect Station

NFG Clermont also owns and operates the following existing air pollution sources at the Clermont Interconnect Station facility located at 27 Memory Lane in Sergeant Township, McKean County at 41° 40' 29" N, -78° 30' 02"W.

One (1) J.W. Williams Natural Gas Dehydrator, with an estimated 100 MMSCFD annual average throughput, Tri Ethylene Glycol (TEG), 7.5 gpm est. flow rate, Installed 2011

• Associated 1.0 MMBto/fir Reboiler, Unit ID: FLT-001

One (1) Rich burn, 4 stroke, natural gas powered, emergency electrical generator engine, Generac model 9GNXS.9992ST, Rated 22 bhp (exempted from Condition 13. b)

• One (1) natural gas fired line heater rated 3 MM8tu/hr

• One (1) 4,200 gallon produced water storage tank, Tank ID: T-1

The air pollution sources located at the Clermont Interconnect Station are permitted under General Permit No. GP5-24-180A. The Clermont Interconnect Station is located approximately 7.86 miles from the Clermont West Facility and is planned to be connected by a gathering line.

2. EOG/Seneca Resources Clermont Compressor Station

Page 2 of 10

EOG Resources Inc. (EOG) and Seneca Resources Corporation (Seneca) also own and operate existing air pollution sources permitted under General Permit No. GP5-42-233B at the EOG/Seneca-owned Clermont Compressor Station Facility located at 212 Compressor Road in Sergeant Township, McKean County at 41° 40' 11" N, -78° 29' 47"W (EOG Facility). Sources currently located at the EOG Facility and authorized under GP5-42-233E include:

One (1) lean bum, 4 stroke natural gas engine, Caterpillar model G3516LE rated 1,340 bhp at 1400 rpm, serial number 4EK04878, Engine ID: Clermont 1, manufactured in 2006. o equipped with an air fuel ratio controller

• One J.W. Williams Natural Gas Dehydrator, estimated 15 MMSCFD annual average throughput, Unit ID: Clermont Dehy 1, Tri Ethylene Glycol (TEG), est. 0.07 gptn flow rate o Associated 0.375 MMEtu/hr Reboiler

The EOG Facility is located approximately 6.1 miles from the Clermont West Facility. The EOG Facility is not connected to the Clermont West Facility by pipeline, but is connected to the Clermont Interconnect Station via gathering line.

3. Seneca Resources Well Pad Facilities

Seneca also owns and operates the existing air pollution sources at the following well pads:

• Pad NF-A: Located 0.31 miles southwest of Clermont West Facility

• Pad NF-B: Located 0.47 miles southwest of Clermont West Facility

• Pad 11 (drilled but not fracked) : Located 1.96 miles southwest of Clermont West Facility

• Pad N (drilled but not fracked) : Located 2.32 miles northeast of Clermont West Facility

The air pollution sources at these well pads include wellheads and associated sources. These welt pads will be connected to the Clermont West Facility by gathering lines.

Single Source Determination and Aggregation Analysis

Guidance A single source determination and aggregation analysis has been conducted for the Clermont West Facility, considering the Clermont Interconnect Station , the EOG Facility and Seneca Well Pads NF-A, NF-B, H and N. The Department's Guidance for Performing Single Stationary Source Determinations for Oil and Gas Industries - Document Number 270-0810-006, effective October 6, 2012 ("Single Source Guidance") and information provided by NFG Clermont in their GP-5 application was utilized for the analysis. The Department also requested and received

Page 3 of 10

additional infonnation from NFG Clermont and used other informational sources during the review of the GP-5 application including information from National Fuel Gas Company's website.

The Single Source Guidance states that: "Pennsylvania air quality permitting staff should make single source determination based on the following five-step analysis in determining whether two or more facilities should be treated as a single source for air quality permitting purposes: (1) air emission sources may be treated as a single source for air permitting purposes if they meet the applicable two- or three-part regulatory test; (2) each of the elements must be met in order to treat separate emission units as a single stationary source; (3) while federal guidance may be instructive, it is not dispositive; (4) the aggregation test must be applied on a case-by-case basis to the specific facts of the matter before the agency; and (5) the plain meaning of the terms "contiguous" and "adjacent," particularly in the context of the "common sense notion of a plant," and the terms "building," "structure," "facility," or "installation," are appropriate considerations in the application of the aggregation test".

Two/Three Part Regulatory Procedure The three-part regulatory criteria was used to determine whether emissions from two or more sources should be aggregated and treated as a single source for PSD and Title V air quality permitting purposes. These regulatory criteria are: 1) whether the activities are located on one or more contiguous or adjacent properties; 2) whether the activities belong to the same industrial grouping; and 3) whether the activities are under the control of the same person (or persons under common control). In order for two or more sources to be considered a single source, all three criteria must be met. If two or more sources meet all three criteria, they would be treated as a single source for PSD and Title V permitting purposes. For nonattainment New Source Review applicability determinations in the Commonwealth, the analysis is a two part test which considers whether the sources are located on one or more contiguous or adjacent properties and whether the sources are owned or operated by the same person(s) under CO111111011 control.

Part 1: Are The Facilities Located Oiz One Or More Contiguous Or Adjacent Properties?

Clermont West Facility and Clermont Interconnect Station

The maps provided by NFG Clermont contains the names of property owners and has a property number associated with each property in the area. The Clermont West Facility and the Clermont Interconnect facility are located approximately 7.86 miles apart. The . Clermont West Facility is located on a property labeled "4485605885 Government Lands State" on the map. The Department's understanding is that this property is under the jurisdiction of the Pennsylvania Department of Conservation and Natural Resources (DCNR) and Seneca has entered into an agreement with DCNR for Seneca and NFG Clermont's activities on this property. Seneca has obtained the necessary erosion and sediment control permits necessary for construction of the Clermont West Facility.

The Clermont Interconnect Station is located on another property labeled "456558061" and owned by Seneca. The gathering connecting the Clermont West Facility and the Clermont

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Interconnect Station will be located on the following properties listed from south to north: Government Lands State #4485605885, Commonwealth of Pennsylvania 456554657, Headwaters #456538919, Commonwealth of Pennsylvania 485605882, Headwaters #456538919, Headwaters #456535586, Headwaters #456556108, Headwaters #456556674, Headwaters #456555777, Manulife Insurance Co et al #456556625, Robert G Clark et al #456554665, Robert Radesovich #456556395 and Seneca Resources Corporation #456558061.

Because of the distance between the facilities, the intervening land owners, and land uses, the Department does not consider Clermont West Facility and Clermont Interconnect Station to be located on one or more contiguous or adjacent properties or fit the common sense notion of a plant.

Clermont West Facility and EOG/Seneca owned Clermont Compressor Station

The Clermont West and the EOG Facility are located approximately 6.1 miles apart. The EOG/ Facility is located on a property labeled 456556674 and owned by Headwaters Investment Corp (Headwaters). The following properties are located between the two facilities and are listed from south to north: Government Lands State #4485605885, Commonwealth of Pennsylvania 456554657, Headwaters #456538919, Commonwealth of Pennsylvania 485605882, Headwaters #456538919, Headwaters #456535586, Headwaters #456556108, and Headwaters #456556674.

Because of the distance between the facilities, the intervening land owners, and land uses, the Department does not consider the Clennont West Facility and EOG Facility to be located on one or more contiguous or adjacent properties or fit the common sense notion of a plant.

Clermont West Facility and Seneca Well Pads NF-A, NF-B, Pad H and Pad N

The Clermont West Facility and Seneca Well Pads NP-A, NF-B and 11 are located on the same property labeled "4485605885 Government Lands State". Seneca Well Pad N is located on property labeled "456554656 Commonwealth of Pennsylvania.".

Because Well Pads NF-A and Pad NF-B are on the same property and less than one-half mile from the Clermont West Facility, the Department considers the Clermont West Facility and Well Pads NF-A and NF-.B to fit the common sense notion of a plant.

While located on the same property and planned to be connected to the Clermont West Facility, Seneca Well Pad 1-1 is located almost two miles away over varying terrain. The Department considers the. Clermont West Facility and Seneca well site Pad are an expansive operation that does not comport to the common sense notion of a plant based on this spatial relationship.

The Department considers the Clermont West Facility and Seneca well site Pad N to be located on contiguous properties. However, the Clermont West Facility and Seneca well site Pad N are located more than two miles apart and do not comport to the common sense notion of a plant based on this spatial relationship.

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Part 2: Do The Activities Belong To The Sante Industrial Grouping?

A group of stationary sources belong to the same industrial grouping if they share the first two digits of their Standard Industrial Classification (SIC) code, a code used to determine the type of activity in which the facilities are engaged. Each source is to be classified according to its primary activity, which is determined by its principal product or services rendered. One source classification may encompass both primary and support facilities, even when the support facility's SIC' s first two digits are different. A source that conveys, stores or assists in the production of the principle product or service is considered a support facility.

Because the Clermont Interconnect Station, the EOG Facility, Seneca Pad H, Seneca Pad N and the Clermont West Facility do not fit the common sense notion of a plant, the Department is only conducting the second and third step of the single source analysis for the Clermont West Facility, Seneca Pad NF -A and Seneca Pad NF-B

In Attachment A of the application, NFG Clermont asserted: "The Standard Industrial Classification Code (SIC Code) for the [Cienitont West] Facility is 4922 for Natural Gas Transmission which is applicable to the gathering and conditioning that Cie, wont is and will be responsible for." NFG Clermont also asserted: "The SIC Code for the SRC Production Facilities is 1311(Natural Gas Liquids) for Crude Petroleum and Natural Gas."

The principal product of the two facilities is natural gas and the service rendered by the two facilities is the delivery of natural gas to a transmission line via the NFG Midstream Clermont Interconnect Station. Natural gas produced at Seneca Well Pads NF-A and NF-B is conditioned by the Clermont West Facility to become acceptable for distribution and customer consumption and the gas is conveyed by the Clermont West Facility to a transmission line via the NFG Midstream Clermont Interconnect Station.

Based on the proposed configuration and operation of the two Facilities as described by the Applicants, the Department finds that a primary facility/support facility relationship exists. The two Facilities function together to create a single common product: natural gas that meets specifications for the Kinder Morgan Tap. Accordingly, any difference in SIC codes is irrelevant for the purposes of this single source determination.

Part 3: Are the Activities Under Common Control?

The Preamble to the 1980 PSD regulations states: "Common control is determined on a case-by-case basis and is guided by the general definition of control used by the Securities and Exchange Commission (45 Fed. Reg. 59874, 59878 (September 11, 1980)" The Securities and Exchange Commission defines "control" as "the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person (or organization or association) whether through the ownership of voting shares contract or otherwise," See 17 CFR §240.12b-2.

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The Single Source Guidance further states that "common control can be established by ownership" and "common control can be established if an entity such as a corporation has decision-making authority over the operation of a second entity through a contractual arrangement or voting interest." If common control is not established by ownership or decision-making authority, then the Department next looks at whether there is a contract for service relationship between the two companies or if a support/dependency relationship exists between the two companies in order to determine if a common control relationship exists.

The Single Source Guidance also indicates that permit reviewers may also consider other questions to assist them in determining whether there is common control, such as:

• Are there any financial arrangements between the two entities? • Are there any legal or lease agreements between the facilities? • Are there any contracts for service activities? • Do the owners have voting or control rights over an operation?

Seneca and NFG Clermont's parent company NFG Midstream, LLC are subsidiaries of a common parent, National Fuel Gas Company. The National Fuel Gas Company Summary Annual Report 2013 indicates that the National Fuel Gas Company has the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of Seneca and NFG Midstream LLC, whether through the ownership of voting shares, contract or otherwise.

The National Fuel Gas Company Summary Annual Report 2013 states:

Like that of all Appalachian producers, Seneca's growth continues to rely on the ability to find outlets for new production. Unlike its competitors, however, Seneca is able to coordinate its development, often concurrently, with the Company's Appalachian gathering projects, assuring timely access to diverse markets

A clear advantage of National Fuel's integrated business model is the system's ability to build synergies across operating segments. This is amply demonstrated by National Fuel's Appalachian development projects, where the Company's upstream and midstream businesses work as a unit. The Trout Run Gathering System, for example, has been the catalyst enabling Seneca's recent, significant production growth. Similarly , NFG Midstream's plans to develop a 1 Bcf per day gathering system will enable additional growth in production from Seneca's Western Development Area. These coordinated efforts minimize costly delays and maximize the value of the Company's investment ....

From the well bore to the burner tip, National Fuel has operated in all stages of the natural gas business for more than a century. Today the Company's integrated businesses work together to bring gas from production areas in Pennsylvania to retail markets throughout the Northeast. In our own backyard, National Fuel's downstream companies sell and deliver gas that is produced in the Marcellus Shale and transported through gathering and transmission facilities operated by National Fuel. . .

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Seneca's solution will be to secure tong-term firm transportation capacity. Here again, the advantages of National Fuel's integrated model are evident. With our operating expertise in Appalachia and strategically located network of pipelines, we see significant opportunities to further expand our system concurrently with Seneca's growth. By coordinating its development with the construction of National Fuel gathering pipeline projects, Seneca's production can reach markets in a timely manner, through Company-owned facilities and interconnections with the interstate pipeline network.

Additionally, the following information from National Fuel Gas Company's website (http://www.nationalfuelgas.com/CorpGovemance/directors_officers.aspx) concerning Corporate Governance indicates that National Fuel Gas Company has the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of Seneca and National Fuel Gas Midstream Corporation and NFG Clermont whether through the ownership of voting shares, contract or otherwise.

The following persons are principal officers of two or more corporations in the National Fuel Company and associated subsidiaries.

Ronald J. Tanski

9 National Fuel Gas Company, President and Chief Executive Offi • Seneca, Chairman • National Fuel Gas Midstream Company, Chairman

Matthew D. Cabell

• National Fuel Gas Company, Senior Vice President • Seneca, President

David P. Bauer

• National Fuel Gas Company, Treasurer and Principal Financial Officer • National Fuel Gas Midstream Company, Treasurer

Karen M. Carniolo

• National Fuel Gas Company, Controller and Principal Accounting Officer • National Fuel Gas Midstream Corporation — Controller

Based on the information provided by NFG Clermont, information obtained from National Gas Company's website, information from the National Fuel Gas Company Summary Annual Report 2013 and the Single Source Guidance, the Department has determined the relationship

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between National Fuel Gas Company exercises common control over Seneca and NFG Midstream/NFG Clermont .

Seneca Well Pads NF-A and NF-B are upstream production sites with drilled and fracked wells producing natural gas to be conveyed to the Clermont West Facility for conditioning and conveyance to the Clermont Interconnect Station. Seneca will pay NFG Clermont for the conditioning and conveyance (to the Clermont Interconnect Station and Kinder Morgan transmission line) of the natural gas produced by well sites NF-A, NF-B. Thus, there is a contract for service relationship between the two facilities.

The principal product of the two facilities is natural gas and the service rendered by the two facilities is the delivery ofnatural gas to a transmission line via the NFG Midstream Clermont Interconnect Station. Natural gas produced at Seneca Well Pads NF-A and NF-B (and Pad H and Pad N) is conditioned by the Clermont West Facility to become acceptable for distribution and customer consumption and the gas is conveyed by the Clermont West Facility to a transmission line via the NFG Midstream Clermont Interconnect Station. NFG Clermont's Clermont West Facility's operations are dependent on gas received from Seneca Well Pads NF- A and NF-B (and Pad H and Pad N). Natural gas produced at Seneca Well Pads NF-A and NF- B (and Pad H and Pad N) is conditioned by the Clermont West Facility to become acceptable for distribution and customer consumption and the gas is conveyed by the Clermont West Facility to a transmission line via the NFG Midstream Clermont Interconnect Station. The Clermont West Facility functions in a support role by conditioning and conveying natural gas which has been produced and delivered to it. The facility is incapable of performing any useful function without at least one additional facility to supply gas which needs conditioning and conveyance. The Department finds that a support/dependency relationship exists.

In accordance with the Single Source Guidance, Seneca and NFG Clemiont's support/dependency relationship and their contract for services agreement establishes indirect common control. The Clermont West Facility and Seneca Well Pads NF-A and NF-B function together to create a single common product: natural gas that meets specifications for the Kinder Morgan Tap.

Conclusions

The Clermont West Facility and Clermont Interconnect Station are located 7.86 miles apart on separate properties that are not contiguous or adjacent.

The Clermont West Facility and the Clermont Interconnect Station do not meet the common sense notion of a plant. Therefore, the air emission sources at the facilities will not be treated as a single source for air permitting purposes including PSD, Non-attainment New Source Review and Title V.

The. Clermont West Facility and the BOG Facility are located 6.1 miles apart on separate properties that are not contiguous or adjacent.

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The Clermont West Facility and LOG Facility do not meet the common sense notion of a plant. Therefore, the air emission sources at the facilities will not be treated as a single source for air permitting purposes including PSD, Non-attainment New Source Review and Title V.

The Clermont West Facility and Seneca Well Pad N are located 2.32 miles apart on separate properties that are contiguous or adjacent.

The Clermont facility and Seneca Pad N are considered expansive operations that do not comport to the common sense notion of a plant based on the spatial relationship and distance between facilities. Therefore, the air emission sources at the facilities will not be treated as a single source for air permitting purposes including PSD, Non-attainment New Source Review and Title V.

The Cler i tont West facility and Seneca well site Pad I-I are located 1.96 miles apart on the same property. The Clermont facility and Seneca Pad N are considered expansive operations that do not comport to the common sense notion of a plant based on the spatial relationship and distance between facilities. Therefore, the air emission sources at the facilities will not be treated as a single source for air permitting purposes including PSD, Non-attainment New Source Review and Title V.

The Clermont West Facility and the air pollution sources at the Seneca Well Pads NF-A and NF-B

1. are located 0.31 and 0.47 miles apart on the same property and meet the common sense notion of a plant.

2. the two Facilities function together in a support relationship to create a single common product: natural gas that meets specifications for the Kinder Morgan Tap. Accordingly, any difference in SIC codes is irrelevant for the purposes of this single source determination.; and

3. are under the common control due to the common ultimate parent company, National Fuel Gas Company, have a contract for service agreement and function in a support/ dependency relationship.;

Therefore, the air emission sources at the facilities will be treated as a single source for air permitting purposes including PSD, Non-attainment New Source Review and Title V.

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TAB B

OBJECTIONS TO THE DEPARTMENT'S ACTION

National Fuel Gas Midstream Corporation and NFG Midstream Clermont, LLC (together,

"NFG Midstream") object to the Department of Environmental Protection's ("Department")

determination to aggregate two or more air contamination sources as part of its April 16,. 2014

issuance of an air quality general plan approval and operating permit for natural gas facilities

(BAQ-GPA/GP-5) to NFG Midstream Clermont, LLC for its Clermont West Compressor Station

facility (the "GP-5 Permit"). The Single Source Determination and Aggregation Analysis

performed by the Department as part of the GP-5 Permit issuance resulted in aggregating the

Clermont West Compressor Station facility with production facilities ("Well Pads NF-A and NF-

B"), owned and operated by a third party entity, Seneca Resources Corporation ("Seneca"). On

April 18, 2014, NFG Midstream received a copy of a Memorandum dated April 16, 2014 from

Edward F. Orris, P.E., Environmental Engineer Manager, Air Quality Program, through John F.

Guth, Environmental Program Manager, Air Quality Program,that memorialized the

Department's analysis and ultimate determination to aggregate the midstream sources at the

Clermont West Compressor Station facility with the other third party production sources at Well

Pads NF-A and NF-B in issuing the GP-5 Permit. As a result of that determination, the

Department considers the midstream Clermont West Compressor Station facility and the

production facilities at Well Pads NF-A and NF-B as a single source for air permitting purposes

including PSD, Nonattainment New Source Review and Title V.

NFG Midstream's specific objections are as follows:

1. The Department's determination that NFG Midstream's Clermont West

Compressor Station facility and Seneca's Well Pads NF-A and NF-B should be aggregated as a

single source because they are located less than one-half mile apart on the same property and

meet the common sense notion of a plant is arbitrary, capricious, an abuse of discretion,

unreasonable, without statutory or regulatory authority and contrary to law and fact.

2. The Department's determination that. NFG Midstream's Clermont West

Compressor Station facility and Seneca's Well Pads NF-A and NF-B should be aggregated as a

single source because they function together in a support relationship, or primary facility/support

facility relationship, to create a single common product, natural gas that meets specifications for

the Kinder Morgan Tap, is arbitrary, capricious, an abuse of discretion, unreasonable, without

statutory or regulatory authority and contrary to law and fact.

3. The Department's determination that NFG Midstream's Clemiont West

Compressor Station facility and Seneca's Well Pads NF-A and NP-B should be aggregated as a

single source because any difference in Standard Industrial Classification (SIC) codes is

irrelevant for purposes of this single source determination is arbitrary, capricious, an abuse f

discretion, unreasonable, without statutory or regulatory authority and contrary to law and fact.

4. The Department's determination that NFG Midstream's Clermont West

Compressor Station facility and Seneca's Well Pads NF-A and NF-B should be aggregated as a

single source because they are under common control due to (a) a common ultimate parent

company; (b) a contract for service relationship; and/or (c) a support/dependency relationship is

arbitrary, capricious, an abuse of discretion, unreasonable, without statutory or regulatory

authority and contrary to law and fact.

S. The Department's determination that NFG Midstream's Clermont West

Compressor Station facility and Seneca's Well Pads NF-A and NF-B should be aggregated as a

single source is otherwise contrary to law, unsupported by fact, arbitrary, capricious,

unreasonable, and an abuse of discretion.

6. NFG MidStream is aggrieved by this action by the Department because this

incorrect aggregation determination not only impacts operations of the facilities hereunder but

also could carry forward to other actions by the Department in source aggregation determinations

involving NFG Midstream and other well pad operations and/or production facilities.

7. NFG Midstream reserves the right to amend this Notice of Appeal to raise

additional issues identified during or after discovery which NFG Midstream determines are

appropriate.