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Northern Natural Gas P.O. Box 3330Omaha, NE 68103-0330402 398-7200

August 1, 2013

Via eFiling

Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, D.C. 20426

Re: Northern Natural Gas Company West Leg 2014 Expansion Project Docket No. CP13- -000

Dear Ms. Bose:

Northern Natural Gas Company (Northern) hereby submits for filing, pursuant to Section 7 of the Natural Gas Act and Section 157 of the Federal Energy Regulatory Commission’s (FERC or Commission) regulations, an application requesting the issuance of a certificate of public convenience and necessity to construct and operate certain compressor, pipeline and meter station facilities located in Iowa and Nebraska, all as more fully set forth in the application.

The filing is comprised of the following:

Application This transmittal letter Section 7 Application Federal Register Notice Exhibits A through P [excluding Exhibit F-1 (Environmental Report) and Exhibits G

and G-II (Flow Diagrams)]

Volume I – (Public Information) Exhibit F-1 Environmental Report - Resource Reports (RR) 1 through 13

Volume II (Critical Energy Infrastructure Information – CEII) Exhibit G (Flow Diagrams Showing Daily Design Capacity) Exhibit G-II (Flow Diagrams Data) RR1 Figure 1-5 (Fremont Compressor Station Site Layout Plan) RR1 Figure 1-7 (Homer Compressor Station Site Layout Plan) RR1 Figure 1-9 (CF Industries Port Neal 2 Site Piping Plan)

Volume III (Privileged Other Non-Public) RR1 Figure 1-3 (Alignment Sheets with Cultural Resources Locations)

Northern Natural Gas Company West Leg 2014 Expansion Project

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RR1 Appendix 1C (Landowner Listing) RR4 Appendix 4A (Cultural Resources Reports) RR4 Appendix 4B Part C (Native American Tribal Documents) RR10 Figure 10-6 (Aerial Map With Minor Route Alternative and Homer

Compressor Site Alternatives – Depicts Cultural Resources Locations) Map Book (11x17 Aerial Drawings and Diagrams) Applicant-Prepared Draft Environmental Assessment Northern is filing this application electronically and, in accordance with the Commission’s filing guidelines, is providing two complete copies of the filing to OEP (Office of Energy Projects) Room 62-46 and one complete copy to OGC (Office of General Council) Room 101-56. Two complete copies of the filing are being delivered directly to Anthony Rana, environmental staff of the OEP, Room 6J-03. A compact disk containing Gregg Models of Northern’s system (before and after the proposed expansion) is being delivered to OEP, engineering staff. Volume II, which contains plot plans, and specific operating and engineering details, has been labeled “CRITICAL ENERGY INFRASTRUCTURE INFORMATION (CEII) --- DO NOT RELEASE.” In addition, Volume III contains confidential information including landowner addresses and specific information on cultural and Native American resources. Northern has labeled Volume III “PRIVILEGED INFORMATION --- DO NOT RELEASE.” Pursuant to 18 CFR Section 388.112, Northern requests confidential and privileged treatment of the information contained in Volumes II and III due to the confidential nature of the contents. The person to be contacted regarding the request for privileged and confidential treatment is as follows: Dari Dornan Senior Counsel Northern Natural Gas Company 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402-398-7077 FAX: 402-398-7426 Email: dari.dornan@nngco.com Any questions regarding this filing should be directed to the undersigned at (402) 398-7138 (donna.martens@nngco.com) or Mike Loeffler at (402) 398-7103 (mike.loeffler@nngco.com). Respectfully submitted, /signed/ Donna Martens Donna Martens Senior Regulatory Analyst

NORTHERN NATURAL GAS COMPANY

ABBREVIATED APPLICATION REQUESTING A CERTIFICATEOF PUBLIC CONVENIENCE AND NECESSITY

*******************************************************************

WEST LEG 2014 EXPANSION

Docket No. CPI3- -000

UNITED STATES OF AMERICABefore the

FEDERAL ENERGY REGULATORY COMMISSION

In the Matter of §§ Docket No. CPI 3- -000

NORTHERN NATURAL GAS COMPANY §

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ABBREVIATED APPLICATION REQUESTING A CERTIFICATEOF PUBLIC CONVENIENCE AND NECESSITY

Northern Natural Gas Company (Northern) hereby makes application to the Federal

Energy Regulatory Commission (Commission or FERC) pursuant to Section 7 of the

Natural Gas Act (NGA), as amended, and Part 157 of the Commission's regulations for

authorization to construct and operate certain compression, pipeline and meter station

facilities, with appurtenances, all located in various counties in Nebraska and Iowa, in

order to meet customer requirements in Northern's Market Area. Northern is also

requesting herein approval for rolled-in rate treatment of the expansion costs, approval to

use certain variances to FERC's Wetland and Waterbody Construction and Mitigation

Procedures, as revised in 2013 (FERC's Procedures), and Commission issuance of an

order granting approval for the proposed facilities as expeditiously as possible, but no later

than February 28, 2014.

In support of this application and pursuant to the presently effective regulations

under the NGA and Rules of Practice and Procedure of the Commission, Northern states

and shows the following:

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1.GENERAL

The exact legal name of Applicant is Northern Natural Gas Company. Northern is a

corporation organized under the laws of the State of Delaware, having its principal office

located at 1111 South 103rd Street, Omaha, Nebraska 68124-1000.

Northern is a "natural gas company" within the meaning of the NGA and, pursuant

to Certificates of Public Convenience and Necessity issued by the Commission, is

engaged in the transportation of natural gas in interstate commerce. Northern is authorized

to do, and is doing, business in the states of Delaware, Texas, New Mexico, Oklahoma,

Kansas, Nebraska, Iowa, Minnesota, Illinois, Michigan, Wisconsin, North Dakota, South

Dakota, and Louisiana.

II.CORRESPONDENCE AND COMMUNICATIONS

All correspondence and communications with respect to this application are to besent to the following:

* Dari R. DomanSenior CounselNorthern Natural Gas CompanyP.O. Box 3330Omaha, Nebraska 68103-0330Phone: (402) 398-7077FAX: (402) 398-7426Email: dari.dornan@nngco.com

Mary Kay Miller, Vice PresidentRegulatory & Government AffairsNorthern Natural Gas CompanyP.O. Box 3330Omaha, Nebraska 68103-0330Phone: (402) 398-7060FAX: (402) 398-7006Email: mary.kay.miIIernngco.com

* Michael T. Loeffler, Senior DirectorCertificates and External AffairsNorthern Natural Gas CompanyP.O. Box 3330Omaha, Nebraska 68103-0330Phone: (402) 398-7103FAX: (402) 398-7592Email: mike.loeffIernngco.com

* Designated to receive service pursuant to Section 385.2010(c) of the Commission'sRegulations.

liiSUMMARY OF PROPOSAL

Northern proposes to construct and operate: (1) an approximately 1.17-mile

extension of its existing 24-inch-diameter C-line in Dakota County, Nebraska; (2)

approximately 5.52 miles of a 20-inch-diameter greenfield branch line in Dakota County,

Nebraska, and Woodbury County, Iowa; (3) approximately 0.31 mile of a 20-inch-diameter

greenfield tie-over branch line in Woodbury County, Iowa; (4) an approximately 4,700-

horsepower (HP) Industrial Standard Organization (ISO)-rated greenfield compressor

station to be located in Dodge County, Nebraska; (5) an approximately 9,480-HP site-

rated greenfield compressor station to be located in Dakota County, Nebraska; and (6) a

new meter station to be located in Woodbury County, Iowa, all as more fully described

below.

The proposed facilities are required to meet requests for firm capacity that Northern

received during the West Leg 2014 Expansion open season. When placed in service, the

facilities will provide for incremental winter peak-day firm service of 88,430 dekatherms per

day (Dth/d), serving residential, commercial and industrial customers in Northern's Market

Area by winter 2015. Northern executed agreements for incremental firm service with two

Market Area shippers totaling 5,430 Dth/d to commence for the winter 2014, increasing to

88,430 Dth/d by winter 2015.

Northern is requesting that the Commission issue a certificate by February 28,

2014, in order to ensure that the facilities proposed herein are placed in service no later

than November 1, 20143

IV.BACKGROUND AND BASIS

In order to meet the growth needs on the West Leg portion of Northern's Market

Area', and to ensure that capacity would be available as needed, Northern announced

the West Leg 2014 Expansion in an open season held October 18 through November 7,

2012. The open season was intended to identify and quantify market growth

opportunities, to solicit interest for firm transportation service and to identify the need to

construct facilities to expand firm transportation capacity on Northern's West Leg

system. Northern stated in the open season that construction was required for service

beginning on or after November 1, 2014; however, service could commence earlier if

existing capacity becomes available. Northern also provided customers with currently

effective firm transportation contracts with capacity on Northern's West Leg an

opportunity to turn back capacity. Northern received no requests to turn back capacity.

As a result of the West Leg 2014 Expansion open season, two customers signed

precedent agreements requesting incremental annual entitlement totaling up to

88,430 Dth/d by winter 2015. The proposed facilities are required to serve increased

markets for industrial, commercial and residential use that cannot be met by Northern's

existing infrastructure. The West Leg 2014 Expansion project (Project), as proposed,

will allow Northern to transport the incremental load through the addition of greenfield

compression and greenfield pipeline facilities to Northern's existing system.

Approximately 99.5 percent, or 88,000 Dth/d, of the Project capacity will be used

The Market Area is that portion of Northern's system, including branch lines, which extends north of the Cliftoncompressor station located in Clay County, Kansas.

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by CF Industries Nitrogen, LLC, successor in interest to CF Industries (hereinafter, CF

Industries), to meet raw material needs and energy demands for an ammonia and

granular urea production plant expansion. The remaining 0.5 percent, or 430 Dth/d, of

the Project capacity will be used by Interstate Power and Light Company (IPLC) to meet

growing energy demands for residential and commercial uses. This includes the

delivery of natural gas to heat homes and businesses and to supply natural gas for

appliance and machinery operation.

In order to facilitate the expeditious approval of this application, Northern voluntarily

used the pre-filing process established by the Commission. On November 28, 2012,

Northern's request to use the pre-filing process was filed with the Commission. Northern's

request was approved by order issued December 7, 2012, in Docket No. PFI3-2-000.

During the pre-filing process, Northern executed a Public Participation Plan, which

included a dedicated project website, a single-point-of-contact telephone number and

email address, and a schedule of open houses. Three open houses were conducted:

February 4, 2013, in Fremont, Nebraska: February 5, 2013, in South Sioux City, Nebraska;

and February 6, 2013, in Sergeant Bluff, Iowa. Also, on January 24, 2013, Northern

initiated a meeting with local citizens who reside in and/or near Homer, Nebraska, to

address concerns raised by the citizens regarding the planned site for one of the proposed

compressor stations. Approximately 20 local citizens attended the meeting during which

Northern's representatives addressed concerns and responded to questions. Northern

sent follow-up written responses to the attendees February 8, 2013. In response to

stakeholder concerns received during the pre-filing process, Northern relocated its

preferred site for the Homer compressor station to a location that satisfied those concerns.5

Northern also revised the route for the greenfield branch line as a result of concerns

expressed by stakeholders during the pre-filing process and relocated the meter station in

response to CF Industries' request. As a result of the relocation of the meter station, the

pipeline route for the final segment of the greenfield branch line and the greenfield tie-over

branch line was shifted to the north.

Northern proposes to construct and operate the facilities more fully described below

and respectfully requests that the Commission issue an order granting approval for the

proposed facilities as expeditiously as possible, but no later than February 28, 2014, in

order for Northern to commence construction activities as soon as practical to ensure an

in-service date of November 1, 2014.

V.DESCRIPTION OF FACILITIES

Northern proposes to increase peak day capacity on its West Leg by approximately

88,430 Dth/d by constructing the facilities described below.

PIPELINE FACILITIES:

C-Line Extension:

Northern proposes to construct and operate an approximately 1.17-mile-

extension of its existing 24-inch-diameter C-line (NEM50I03) (C-line). The C-line

extension will be comprised of two 24-inch-diameter pipelines that will parallel each

other within the same right of way (ROW) along 225th Street in Section 2, Township 27

North, Range 8 East (Section 2, T27N, R8E), Dakota County, Nebraska, for a distance

of approximately 0.5 mile. 2 The parallel pipelines would be offset by a distance of 25

feet. The extension will tie in to the existing C-line north of 225th Street and extend east

to the proposed Homer compressor station location to allow for suction and discharge

piping tie-ins. A short segment, approximately 40 to 100 feet, of the existing C-line will

be removed to facilitate the tie-in of the extension. No valves or above-grade

appurtenances will be installed at the tie-in site.

Greenfield Branch Line:

Northern proposes to construct and operate approximately 5.52 miles of a 20-

inch-diameter greenfield branch line in Dakota County, Nebraska, and Woodbury

County, Iowa. The branch line will begin with a 20-inch-diameter take-off valve setting

on the discharge side of the proposed Homer compressor station in Section 1, T27N,

R8E, Dakota County, Nebraska, extend east, crossing the Missouri River, and terminate

with a 20-inch-diameter valve setting at the proposed meter station in Section 24, T87N,

R48W, Woodbury County, Iowa. The branch line will cross eastern parts of Nebraska

(Dakota County) from approximately milepost (MP) 0.00 to MP 3.64 and western parts

of Iowa (Woodbury County) from approximately MP 3.64 to MP 5.52.

Greenfield Tie-over Branch Line:

Northern proposes to construct and operate approximately 0.31 mile of a 20-

inch-diameter greenfield tie-over branch line that will begin at the aforementioned 20-

inch-diameter valve setting at the proposed meter station and extend east where it will

tie in to Northern's existing 12-inch-diameter Terra Chemical branch line (1AB77301)

2 As depicted on drawing P3-Ic 1 (Figure 1-4), the C-line parallels itself within the same ROW for approximately0.5 mile from its tie-in point on the existing C-line to G Avenue, where the proposed Homer compressor station willtie in to the extended C-line.

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(Terra branch line) with a new valve setting. A short segment, approximately 14 feet, of

the Terra branch line will be removed to accommodate the tie-in. The valve setting will

be enclosed by a pipe guard and located within the limits of the permanent easement of

the tie-over branch line. The valve site will measure approximately 20 feet by 20 feet

and have a gravel surface. The proposed tie-over branch line and valve setting are

located within Section 24, T87N, R48W, Woodbury County, Iowa.

COMPRESSION FACILITIES:

Homer Compressor Station

Northern proposes to construct and operate a greenfield compressor station in

Section 1, T27N, R8E, Dakota County, Nebraska. Plans include installation of four

Caterpillar model 3608 engines driving reciprocating compressors. The combined units

have a site rating of 9,480 HP. The suction side of the compressor station will be

connected to the proposed 24-inch-diameter C-line extension. The station will discharge

to both the proposed 20-inch-diameter branch line and to the proposed C-line

extension.

The proposed Homer compressor station includes the installation of a mainline

block valve and actuator, suction and discharge side valves and actuators, discharge

coalescing filters, station recycle valves, lube oil coolers, multiple blowdown silencers,

exhaust systems, a backup generator, inlet air filters, a fuel gas conditioning skid, a

fire/gas detection system, an air compressor and air dryer, a station transformer, a

septic system, electrical pole(s), compressor and auxiliary buildings, storage tanks and

associated above-grade and below-grade piping and valves. The compressor buildings

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will contain noise-attenuating panels, insulation and inlet/exhaust hoods. A permanent

driveway will be constructed to allow access to the compressor station site. Standard

fencing, augmented with visual screening, will surround the perimeter of the station.

Northern will acquire an approximately 600-foot by 500-foot site for the new

compressor station. A site plan of the compressor station and an aerial photograph of

the compressor station depicting the location of noise sensitive areas (NSA) within a

one-mile buffer are included as Figure 1-7 and Figure 1-8, respectively, in Resource

Report 1. The compressor station is also depicted on Alignment Sheet P3-I (Figure 1-4,

Resource Report 1). Due to the engineering specifics and building identification, the site

plan has been designated and labeled CEll and segregated in Volume II.

In addition, Northern developed a screening plan which was reviewed and

approved by the National Park Service. A copy of the screening plan is included as

Appendix 8A, Resource Report 8.

Fremont Compressor Station:

Northern proposes to construct and operate a greenfield compressor station in

Section 12, TI7N, R7E, Dodge County, Nebraska. Plans include installation of a Solar

Centaur 40S turbine driving a C40 series compressor with an ISO rating of 4,700 HP.

The station will be connected to Northern's existing C-line. A short segment of the C-line

will be removed to accommodate the tie-in of the compressor station.

The proposed Fremont compressor station installation includes a mainline block

valve and actuator, suction and discharge side valves and actuators, a station suction

scrubber, a station recycle valve, a lube oil cooler, a blowdown silencer, an exhaust

system, a backup generator, an inlet air filter, a fuel gas conditioning skid, a fire/gas

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detection system, an air compressor and air dryer, a station transformer, electrical

pole(s), compressor and auxiliary buildings and associated above-grade and below-

grade piping and valves. The compressor building will contain noise-attenuating panels,

insulation and inlet/exhaust hoods. A new permanent driveway will be constructed to

allow access to the compressor station. Standard fencing, augmented with visual

screening, will surround the perimeter of the station.

Northern will acquire an approximately 627-foot by 300-foot site for the new

compressor station. A site plan of the compressor station and an aerial photograph of

the compressor station depicting the location of NSAs within a one-mile buffer are

included as Figure 1-5 and Figure 1-6, respectively, in Resource Report 1. The

compressor station also is depicted on an aerial photograph included as Figure 1-4 in

Resource Report 1. Due to the engineering specifics and building identification, the site

plan has been labeled CEll and segregated in Volume II.

In addition, Northern developed a screening plan for the Fremont compressor

station which is included as Appendix 8A, Resource Report 8.

METER STATION FACILITIES:

CF Industries Port Neal 2 Meter Station:

Northern proposes to construct and operate a meter station at the terminus of the

proposed branch line in Section 24, T87N, R48W, Woodbury County, Iowa. The new

meter station will include a meter, flow control valve and associated piping, fittings,

valves and buildings. Northern proposes to acquire an approximately 100-foot by 100-

foot easement to accommodate the operation and maintenance of the new meter10

station. The meter station will be accessed using customers roads and an existing

driveway, which will have been constructed by the customer by the time construction

activities commence for the meter station. Standard fencing will surround the perimeter

of the station. The meter station plot plan is included as Figure 1-9 (Resource Report 1).

Due to the engineering specifics and building identification, the site plan has been

labeled CEll and segregated in Volume II.

Miscellaneous

The location and design of all of the facilities described above are shown in more

detail on U.S. 7.5-minute geological topographic maps (topo maps) and aerial alignment

sheets/aerial photographs provided as Figure 1-2 and Figure 1-4, respectively, in

Resource Report I (Exhibit F-I), as well as Exhibits F and G, attached hereto. A

detailed description of facilities to be constructed and construction activities also are

included in Resource Report I. The estimated cost to construct the proposed Section 7

facilities described above is $70.9 million, as detailed in Exhibit K.

The proposed pipelines will be installed within a 100-foot-wide nominal3

construction corridor except for the construction of the parallel C-line extension and

construction within wetlands where Northern will utilize a 125- and 75-foot-wide nominal

construction corridor, respectively. In addition to the construction corridor, Northern will

utilize extra temporary workspace, staging areas, contractor yards and pipe/storage

yards. Access to the construction areas will be obtained from existing public roads and

new and/or improved temporary access roads.

Nominal is an industry term that indicates the width of the construction ROW (temporary workspace) withoutadditional construction workspaces.

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Northern proposes to maintain a 50-foot-wide strip of ROW centered over the

pipelines for the proposed 20-inch-diameter greenfield branch line and tie-over branch

line and a 75-foot-wide strip for the parallel 24-inch-diameter C-line extension. Northern

is working with the landowners to obtain permanent easements.

In addition to the facilities proposed in this application, Northern will also

construct and/or modify facilities pursuant to (1) the automatic provisions of its blanket

certificate granted in Docket No. CP82-401-000 4 and (2) Section 2.55(a) of the

Commission's regulations. These other facilities are not part of the Section 7 application

but descriptions of these facilities are included within this application for informational

purposes. These facilities include installation of a regulator setting on Northern's D-C

pipeline north of Bushton (Ellsworth County, Kansas), modifications at Northern's

Tescott compressor station (Ottawa County, Kansas), header modifications at

Northern's Palmyra compressor station (Otoe County, Nebraska), installation of a

regulator setting and modification of a branch line tie-over on Northern's Paulhna B-line

(Woodbury County, Iowa), reinforcement of the existing 16-inch-diameter A-line within

the proposed Homer compressor station yard (Dakota County, Nebraska) and

replacement of a control valve on Northern's Paullina C-line (Cherokee County, Iowa).5

These modifications are required for the Project and their construction will not result in

changes in system capacity. The header modifications described will allow Northern to

configure its system appropriately to manage the higher volumes that will be delivered

to the customers. The Paulina C-line modifications are required for this Project to

Northern Natural Gas Company, 20 FERC ¶ 62,410 (1982).With the exception of the A-line reinforcement, these modifications are scheduled for completion in 2013. The A-

line reinforcement is scheduled to be completed in 2014.12

manage pressure differentials between the pipeline north and south of the Pauhna

compressor station. The Paulina station inlet pressures will be directly affected by the

increased volumes to CF Industries.

The estimated cost of these facilities is $4.9 million; the total investment for the

Section 7 and ancillary projects totals $75.8 million. In order to provide a complete

picture of the impact of the West Leg 2014 project, estimated facility costs and revenues

for this entire project, including the Section 7 facilities proposed in this application and

the facilities described above that will be constructed under the provisions of Northern's

blanket certificate and Section 2.55(a) of the Commission's regulations, are included for

analysis purposes in Exhibits N and P.

VI.PUBLIC CONVENIENCE AND NECESSITY

The Certificate Policy Statement 6 explained that the Commission, in deciding

whether to authorize the construction of major new pipeline facilities, balances the

public benefits against the potential adverse consequences. Under its policy, the

Commission's threshold requirement for approval of new projects is that the pipeline

must be prepared to financially support the project without relying on subsidization from

its existing customers. The next step is to determine whether the applicant has made

efforts to eliminate or minimize any adverse effects the project might have on the

applicant's existing customers, existing pipelines in the market and their captive

customers and landowners and communities affected by the route of the new pipeline. If

Certification of New Interstate Natural Gas Facilities (Certificate Policy Statement), 88 FERC ¶ 61,227 (1999),order clarifying statement of policy, 90 FERC ¶ 61,128 (2000), order further clar'ing statement of policy, 92FERC ¶ 61,094 (2000).

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residual adverse effects on these interest groups are identified after efforts have been

made to minimize them, the Commission will evaluate the project by balancing the

evidence of public benefits to be achieved against the residual adverse effects. This is

essentially an economic test. Only when the benefits outweigh the adverse effects on

economic interests will the Commission proceed to complete the environmental

analysis, where other interests are considered.

As illustrated in Exhibit N, the projected revenues exceed projected costs,

thereby meeting the Commission's threshold requirement that existing customers will

not be subsidizing the project. In addition, as indicated in Exhibit P, the proposed project

will have a positive impact on rates for customers. Based on the data in Exhibit N and

Exhibit P, as well as additional pipeline reliability and flexibility provided to existing

customers through the operational integration of Northern's existing facilities and the

Project facilities, Northern is proposing rolled-in rate treatment for the costs of the

project. The data set forth in Exhibits N and P demonstrate that incremental revenues

exceed the incremental cost of service and, therefore, existing customers will not be

subsidizing the project proposed herein.

Northern designed the Project to minimize impacts to the environment, existing

customers, existing pipelines in the market and their captive customers, landowners and

communities. Although construction and operation of the project facilities will require

new ROW, Northern selected the pipeline route and site locations to parallel road ROW,

where possible, and minimize environmental impacts. As indicated earlier, Northern

also worked with stakeholders during the pre-filing process to select routes/sites to

alleviate stakeholder concerns and impacts to the environment. The proposed facilities14

will be operated in an integrated manner with Northern's existing facilities, thereby

providing additional pipeline reliability and flexibility for Northern's existing customers.

Further, construction activities will be conducted in accordance with Northern's

Upland Erosion Control, Revegetation, and Mitigation Plan and FERC's Procedures with

the variances requested (Northern's Plan and Procedures).7

Finally, the Statement of Policy provides that a pipeline should indicate whether

the need to construct additional facilities can be mitigated by measures such as

capacity reallocation or released capacity. During the West Leg 2014 Expansion open

season, Northern solicited the turn back of capacity on the West Leg segment of its

pipeline system. Northern received no requests to turn back capacity.

Northern's instant proposal meets the Commission's threshold requirement set

forth in its Policy Statement that Northern's customers not subsidize the project. Further,

there are demonstrated public benefits without adverse effects on any of the interests

identified in the Policy Statement. Therefore, Northern's proposal is clearly required and

permitted by the public convenience and necessity.

VII.MARKET DATA

Northern entered into precedent agreements with two shippers for service

commencing November 1, 2014, and December 1, 2014. These commitments total an

aggregated incremental peak winter entitlement of 88,430 Dth/d. The incremental

entitlement will serve Northern's customers for industrial, commercial and residential use.

More specifically, approximately 99.5 percent, or 88,000 Dth/d, of the Project capacity

Northern's Plan and Procedures are based largely on the 2013 issuance of FERC's Upland Erosion Control,Revegetation, and Mitigation Plan and FERC' s Procedures.

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would be used by CF Industries, primarily as a raw material, rather than as a fuel, in the

production of ammonia and granular urea. The remaining 0.5 percent, or 430 Dth/d, of the

Project capacity would be used by IPLC to meet growing energy demands for residential

and commercial uses. This includes the delivery of natural gas to heat homes and

businesses and to supply natural gas for appliance and machinery operation.

Northern understands that the shippers participating in the proposed project will

have either acquired gas supplies or have ongoing negotiations for the acquisition of the

gas supplies related to this Project. Northern exited the merchant business and,

therefore, has not acquired gas supplies or made any commitments regarding supply

acquisition or availability for this proposed Project. The primary sources of supplies for

the additional capacity will be directly or indirectly connected to Northern's system. In

the event upstream throughput services are required, Northern anticipates that each

shipper will obtain such service and that it will be performed under Part 284 of the

Commission's Regulations.

VIII.ENVIRONMENTAL

Northern engaged in the Commission's pre-filing process, conducted open houses

for landowners and other stakeholders, and participated in teleconference calls with

Commission staff and cooperating agencies on a regular basis. Northern also provided

Commission staff with draft environmental reports, a draft applicant-prepared

environmental assessment (EA), and communicated landowner and environmental issues

prior to the submittal of this application.

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The proposed facilities have been designed and will be constructed in a manner to

minimize environmental impacts. An environmental report, submitted herewith as Exhibit

F-I, provides an analysis of the existing environmental conditions and the impact of the

proposed facilities on the environment.

As previously stated, construction activities will be conducted in accordance with

Northern's Plan and Procedures, which are based largely on the 2013 issuance of FERC's

Plan and Procedures (see Appendix IA, in Resource Report I), so as to minimize

environmental impacts. Alternative measures to the FERC's Procedures are outlined in

Resource Report I. Northern is requesting approval herein to incorporate these alternative

measures in its construction procedures. The status of required environmental clearances

and permits from the appropriate state and federal agencies is detailed in Table 1-13 in

Resource Report 1. A listing of federal authorizations that are required for the project and

the status of these authorizations are provided in Exhibit J of this application. Agency and

tribal correspondence, received to date, is included in the appendices of respective

Resource Reports. A copy of Phase I Cultural Resources Investigation Results and

Traditional Cultural Properties survey reports are included in Volume Ill. Due to the

sensitive nature of the information related to cultural and historical properties discussed,

the cultural resources/properties reports have been labeled "Privileged Information

Do Not Release" The proposed construction areas are more fully discussed in the

resource reports (Exhibit F-i).

Topo maps and aerial alignment sheets/aerial photographs depicting the location of

the proposed facilities and construction work areas are attached as Figure 1-2 and Figure

1-4, respectively, in Resource Report I. Aerial alignment sheets/aerial photographs17

depicting cultural resources are also provided as Figure 1-4 in Resource Report 1; due to

the sensitive nature of cultural resources depicted on the drawings, these documents have

been labeled "Privileged Information --- Do Not Release" and are segregated in

Volume III.

The predominant land use impacted by the proposed Project is agricultural land.

Disruption of the agricultural lands should only occur during the construction phase,

after which the surface will be restored pursuant to landowner agreements and

Northern's Plan and Procedures. Additional land use and construction mitigation

measures are more fully described in Resource Report 8.

A list of the affected landowners is provided as Appendix IC (Resource Report 1)

and has been segregated as privileged information in Volume Ill. A list of the federal

and state agencies involved with the project is included in Appendix I B of Resource

Report 1. A listing of the project stakeholders including the newspapers and libraries

located within the counties affected by the project is included as Appendix ID,

Resource Report 1. Pursuant to Section 157.6(d) of the Commission's regulations,

within three business days following the date the Commission issues a notice of the

application, Northern will mail a notice of the Project to affected landowners. Northern

will use best efforts to ensure notice of the Project is published twice in the area

newspapers within 14 days from the date a docket number is assigned to the

application. In addition, in accordance with Section 157.10(c) of the Commission's

regulations, a copy of the application will be available for public viewing at the

applicable libraries.

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IX.AUTHORIZATION REQUESTED

Northern herein respectfully requests: (1) approval to construct and operate the

compression, pipeline and meter station facilities with appurtenances as described herein;8

(2) approval for rolled-in rate treatment of the expansion costs; (3) approval to use the

alternatives to FERC's Procedures described in Resource Report 1, attached to this

application, and (4) that the Commission issue an order granting approval for the

proposed facilities as expeditiously as possible, but no later than February 28, 2014, in

order to commence construction activities as soon as practical to ensure an initial in-

service date of November 1, 2014.

X.CERTIFICATION

Northern is willing and able to complete the acts and perform the services for which

application is herein made, and in so doing, to conform to the provisions of the NGA and

the Regulations promulgated thereunder.

Pursuant to the provisions of the Natural Gas Pipeline Safety Act of 1968, Northern

certifies that the facilities proposed herein will be designed, constructed, inspected, tested,

operated, replaced, modified and maintained in accordance with the requirements of Title

49, Part 192 of the Code of Federal Regulations or any superseding state or federal safety

code applicable to gas transmission pipelines.

As noted within this application, Northern will be constructing certain facilities pursuant to Section 2.55(a) of theCommission's regulations or under its blanket authority.

19

Xl.DESCRIPTION OF EXHIBITS

This is an abbreviated application pursuant to Section 157 of the Regulations of the

Commission. For convenience purposes, Northern has addressed each of the exhibits

required under Section 157.14 of said Regulations. These exhibits are attached,

incorporated by reference, or omitted for the reasons indicated.

NOTICE

NOTICE OF APPLICATION.

Submitted herewith.

EXHIBIT A

EXHIBIT B

ARTICLES OF INCORPORATION AND BYLAWS

Omitted. This information is filed at Docket No.CP9I .-1680-000 as Exhibit A and incorporated herein for allpurposes.

STATE AUTHORIZATIONS

Omitted. This information is filed at Docket No.CP9I-1680-.000 as Exhibit B and incorporated herein for allpurposes.

EXHIBIT C

EXHIBIT 0

COMPANY OFFICIALS

Omitted. Information regarding Northern's company officialscan be viewed on the following website:

http://www.northernnaturalqas.com/aboutus/Paqes/ManaqementTeam .aspx

SUBSIDIARIES AND AFFILIATIONS

Omitted. Neither Northern, nor any of its officers or directors,directly or indirectly, owns, controls, or holds with power tovote, 10 percent or more of the outstanding voting securitiesof any other person or organized group of persons engagedin the production, transportation, distribution, or sale ofnatural gas, or of any person or organized group of personsengaged in the construction or financing of such enterprisesor operations.

20

EXHIBIT E

EXHIBIT F

EXHIBIT F-I

EXHIBIT G

EXHIBIT G-I

EXHIBIT G-II

OTHER PENDING APPLICATIONS AND FILINGS

Omitted. Northern is not aware of any pending applicationson file with the Commission that affect the application.

LOCATION OF FACILITIES

Submitted herewith.

ENVIRONMENTAL REPORT

Submitted herewith.

FLOW DIAGRAMS SHOWING DAILY DESIGN CAPACITY

Submitted herewith in Volume II.

FLOW DIAGRAMS SHOWING MAXIMUM CAPABILITIES

Omitted. Exhibit G reflects maximum capacities.

FLOW DIAGRAMS DATA

Submitted herewith in Volume II.

EXHIBIT H

EXHIBIT I

EXHIBIT

EXHIBIT K

GAS SUPPLY

Omitted. Northern understands that participating shippers willeither acquire gas supplies or have ongoing negotiations forthe acquisition of gas supplies related to this Project.

MARKET DATA

Submitted herewith are precedent agreements executed byNorthern's customers for this Project.

FEDERAL AUTHORIZATIONS

Submitted herewith.

COST OF FACILITIES

Submitted herewith.

21

EXHIBIT L

FINANCING

EXHIBIT M

EXHIBIT N

EXHIBIT 0

EXHIBIT P

Omitted. The proposed construction will be financed withinternally generated funds.

CONSTRUCTION, OPERATION AND MANAGEMENT

Omitted. Northern and/or independent contractors willaccomplish the proposed construction. Employees ofNorthern will carry out operation and maintenance activitiesduring the ordinary course of business.

REVENUES, EXPENSES AND INCOME

Submitted herewith.

DEPRECIATION AND DEPLETION

Omitted. Northern will depreciate the facilities at the rate ineffect, from time to time, as approved by the Commission.

TARIFF

Submitted herewith. The rates agreed to in the expansioncontracts are negotiated rates that will be filed with theCommission prior to the effective date of the service.

XII.CONCLUSION

W H E R E F 0 R E, Northern herein respectfully requests that the Commission

issue, pursuant to Section 7 of the NGA, a certificate of public convenience and necessity

to construct and operate compression, pipeline and meter station facilities, with

appurtenances, in order to expand the capacity of Northern's facilities on its West Leg, and

that the Commission approve the alternative methods to the FERC's Procedures as set

forth herein. Northern also requests approval for rolled-in rate treatment.

Northern further requests that the intermediate decision procedure be omitted and

that this application be disposed of pursuant to Rules 801 and 802 of the Commission's

22

Rules of Practice and Procedure (18 CFR § 385.801 and 385.802) providing shortened

procedures for non-contested proceedings. If the Commission grants such request,

Northern waives oral hearing and opportunity for filing exceptions to the decision of the

Commission.

Respectfully submitted,NORTHERN NATURAL GAS COMPANY

Michael T. Loeffler, Senior Director ofCertificates and External Affairs

23

NOTICE OF APPLICATION

UNITED STATES OF AMERICABefore the

FEDERAL ENERGY REGULATORY COMMISSION

In the Matter of §§ Docket No. CPI 3- -000

NORTHERN NATURAL GAS COMPANY §

NOTICE OF APPLICATION

Take notice that on , 2013, Northern Natural Gas Company (Northern), 1111

South 103rd Street, Omaha, Nebraska 68124, filed in Docket No. CPI3- -000 an

application pursuant to section 7 of the Natural Gas Act and Part 157 of the Commission's

Regulations thereunder, requesting approval to construct and operate certain

compression, pipeline and meter station facilities, with appurtenances, located in Nebraska

and Iowa, all as more fully set forth in the request which is on file with the Commission and

open to public inspection. This filing may also be viewed on the web at www.ferc.fed.qov

using the "ELibrary" link, select "Docket #" and follow the instructions (call 202-208-2222

for assistance).

In its application, Northern asserts that the installation of the proposed facilities will

allow Northern to serve up to 88,430 Dth/day of incremental peak day entitlement by

winter 2015. The proposed facilities will be placed in service November 1, 2014

Northern also states that the proposal herein is a result of an analysis conducted following

an open season soliciting interest for firm transportation service for deliveries to the West

Leg of Northern's Market Area system for service on or after November 1, 2014. The

estimated capital cost for the facilities proposed herein is $70,880,412.

Any questions regarding this application should be directed to Michael T. Loeffler,

Senior Director, Certificates and External Affairs for Northern, 1111 South 103rd Street,

Omaha, Nebraska 68124, at (402) 398-7103, or Donna Martens, Senior Regulatory

Analyst, at (402) 398-7138.

There are two ways to become involved in the Commission's review of this project.

First, any person wishing to obtain legal status by becoming a party to the proceedings for

this project should, on or before ,2013, file with the Federal Energy Regulatory

Commission, 888 First Street, N.E., Washington, D.C. 20426, a motion to intervene in

accordance with the requirements of the Commission's Rules of Practice and Procedures

(18 CFR § 385.211 or 385.214) and the Regulations under the NGA(18 CFR § 157.10).

A person obtaining party status will be placed on the service list maintained by the

Secretary of the Commission and will receive copies of all documents filed by the applicant

and by all other parties. A party must submit 14 copies of filings made with the

Commission and must mail a copy to the applicant and to every other party in the

proceeding. Only parties to the proceeding can ask for court review of Commission orders

in the proceeding.

However, a person does not have to intervene in order to have comments

considered. The second way to participate is by filing with the Secretary of the

Commission, as soon as possible, an original and two copies of comments in support of or

in opposition to this Project. The Commission will consider these comments in deeming

the appropriate action to be taken, but the filing of a comment alone will not serve to make

the filer a party to the proceeding. The Commission's rules require that persons filing

comments in opposition to the Project provide copies of their protests only to the party or

parties directly involved in the protest.

Persons who wish to comment only on the environmental review of this project

should submit an original and two copies of their comments to the Secretary of the

Commission. Environmental commenters will be placed on the Commission's

environmental mailing list, will receive copies of the environmental documents, and will be

notified of meetings associated with the Commission's environmental review process.

Environmental commenters will not be required to serve copies of filed documents on all

other parties. However, the non-party commenters will not receive copies of all documents

filed by other parties or issued by the Commission (except for the mailing of environmental

documents issued by the Commission) and will not have the right to seek court review of

the Commission's final order.

Comments, protests and interventions may be filed electronically via the Internet

in lieu of paper. See, 18 CFR § 385.2001(a)(1)(iii) and the instructions on the

Commission's website under the "e-Filing" link.

If the Commission decides to set the application for a formal hearing before an

Administrative Law Judge, the Commission will issue another notice describing that

process. At the end of the Commission's review process, a final Commission order

approving or denying a certificate will be issued.

Kimberly D. Bose,Secretary

LOCATION OF FACILITIES

LegendProposed Aboveground Facilities

- Proposed ExpansionExisting Pipeline

Exhibit FProject Location Map

West Leg 2014 ExpansionDakota and Dodge

Counties, Nebraska, andWoodbury County, Iowa

E^

SEE SEPARATE VOLUMES

EXHIBIT G

- -

FLOW DIAGRAM SHOWING DAILYDESIGN CAPACITY

SEE VOLUME II -CRITICAL ENERGYINFRASTRUCTURE INFORMATION (CEll)

EXHIBIT G-II

- -

liwl ii !1C1 .i I I1I fi

SEE VOLUME II -CRITICAL ENERGYINFRASTRUCTURE INFORMATION (CEll)

EXHIBIT I

- - I

MARKET DATA

Iowa Power and Light Company

ContraôtNo, L2Lll_(o(9 2 0

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND-4Lki (7JslJ\>/

This Precedent Agreement dated as of this r, day of 2012, evidences the

agreement between Northern Natural Gas Company and

(Customer), upon fulfillment of the conditions precedent set forth herein, to enter into a firm

throughput service agreement as further described below (Finn Throughput Service Agreement)

under which Northern proposes to provide firm transportation service for Customer upon

Northern's installation of certain facilities as necessary. Snch facilities are part of Northern's

West Leg 2014 Project (Project).

Before Northern can proceed with the Project by ordering critical materials and applying for

regulatory approvals and peirnits to expand the facilities, Northern must have sufficient interest

in the Project as expressed through binding commitments. Accordingly, Northern desires to

memorialize the commitments from customers who are interested in using the proposed

expansion capacity on a firm basis,

In consideration of the above, Northern and Customer hereby agree as follows:

Northern and Customer will enter into a Firm Throughput Service Agreement consistent with

Northern's TFX Rate Schedule, or any successor firm transportation late schedule then in

effect, The Firm Throughput Service Agreement shall provide for the transportation of

natural gas owned by Customer from the primary point(s) of receipt to the primary point(s)

of delivery set forth in Appendix A, attached hereto and incorporated herein.

2. The Firm Throughput Service Agreement shall be effective November 1, 2014, subject to

any necessary regulatory approvals, and acceptance of such approvals, if necessary, and the

completion of any Northern facilities necessary to provide the service and shall have a term

as set forth in Appendix A.

3. The transportation rates to he paid by Customer to Northern under the Firm Throughput

Service Agreement shall be set forth in Appendix A.

4. The maximum daily quantity of transportation service to be provided by Northern under the

Firm Throughput Service Agreement (Entitlement or MDQ) shall be as set forth on

Appendix A. Provided however, (a) in the event Northern must allocate the available

quantity among customers executing precedent agreements, Northern will indicate on

Appendix A the resulting allocated quantity; or (h) if FBRC modifies the Entitlement setforth on Appendix A and/or the entitlement quantities, in whole or in part, agreed to by

Northern with customers executing precedent agreements related to the Project, the

Entitlement set forth in Appendix A may be modified to conform to the PERC's decision. In

the event such modification results in a material impact to Customer's ability to serve a

significant portion of its intended market, Northern will promptly notify Customer and

Customer may terminate its obligation with respect to the applicable Entitlement within ten

(10) business days following notification by Northern. In the event any customer terminates

its Precedent Agreement, any remaining quantities may be reallocated among the other

customers,

S.'Subject to the provisions hereof, and upon Northern's receipt of all approvals from federal,

state, locaI and/or municipal agencies or other governmental authorities, Northern will install

the facilities necessary to provide the firm natural gas transportation service and to perform

its obligations contemplated in this Precedent Agreement. Northern will proceed with due

diligence to obtain all such approvals. Stipulations regarding the Northern and Customer

facilities associated with the service to be provided pursuant to this Precedent Agreement are

described in Appendix B, attached hereto and incorporated herein Customer shall support

any filing made by Northern to secure any necessary approvals.

6. This Precedent Agreement and the Firm Throughput Service Agreement are subject to all of

the terms and conditions of Northern's FERC Gas Tariff, as revised from time to time

(Northern's PERC Gas Tarift, and all valid laws, rules and regulations of duly constituted

governmental authorities having jurisdiction.

7, it is expressly understood that a condition precedent to the Firm Throughput Service

Agreement being effective is that all necessary governmental approvals shall be in a form

and substance satisfactory to Northern, and shall be final before the respective governmental

Page 2

authority and no longer subject to appeal or rehearing before such governmental authority

unless Northern waives the requirement that the approval be final. In the event Northern

exercises its right not to accept an approval, it does so without liability or further obligation

to Customer.

S. In exchange for the consideration received hereunder, including without limitation the

expected revenue stream from the Firm Throughput Service Agreement, Northern is willing

to make tho capital expenditures for the construction of the contemplated facilities however,

in the event the Entitlement under the Firm Throughput Service Agreement is, for any

reason, in whole or in part, (1) reduced (including in the instance of a permanent capacity

release, but not o temporary capacity release), or (ii) realigned away from the primary

delivery point(s) identified in Appendix A, except when Customer has provided a

Contribution in Aid of Construction for an amount equal to 100 1/oot Customer's allocated

share of the capital requirements, Customer shall promptly pay to Northern an amount equal

to the Actual Cost of the Project. Actual Cost shall he Customer's allocated share of the

actual cost of the Project, including, but not limited to, income tax gross-up, Allowance for

Funds Used During Construction (AFLJDC) and overheads. Provided Customer is not in

default of its obligations, insolvent or under the protection of applicable bankruptcy laws, the

Actual Cost due and owing to Northern and described in the preceding sentence shall be

reduced by an amount equal to (1) the revenue from the Agreed-Upon Reservation Rate or

the Negotiated Reservation Rate, both as defined in Appendix A, as applicable, (Reservation

Revenue) collected prior to the event of reduction or realignment divided by the total

Reservation Revenue associated with the term of the Firm Throughput Service Agreement

for the MDQ effective upon the date of the Finn Throughput Service Agreement, multiplied

by (2) the Actual Cost. The reduced Actual Coal shall hereinafter he referred to as the

Customer's Remaining Facilities Cost Obligation. This provision earl the obligations herein

shall survive the release of the capacity in the Firm Throughput Service Agreement or any

assignment of this Precedent Agreement or the Firm Throughput Service Agreement and

Customer shall continue to be obligated for the reimbursement of the Actual Cost unless

Northern consents in writing to the release or assignment and the obligation is expressly

assumed by an acquiring shipper that complies with the credit provisions in Novthern's

FERC (las Tan If.

9. Creditworthiness and security requirements are described in Appendix C, attached hereto and

incorporated herein.

Page 3

10. Except as to the interpretation, applicability, or enforcement of this Precedent Agreement

before a trier of fact or as may be required by an administrative or judicial action, Customer

shall not directly or indirectly reveal this Thecedent Agreement or the terms and conditions

thereof to any other customer or potential customer of Northern.

II This Precedent Agreement may be signed in counterparts, each of which when signed shall

be an original, but all of which shall together constitute one and the same instrument.

12. AS TO ALL MATTERS OF CONSTRUCTION AND INTERPRETATION, THIS

PRECEDENT AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND

GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD

TO CONFLICT OF LAW PROVISIONS.

13.TO THE FULLEST EXTENT PERMITTED BY LAW, BACI-I OF THE PARTIES

HERETO WAWES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH

RESPECT TO LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER

OR IN CONNECTION WITH, THIS AGREEMENT, EACH PARTY FURTHER WAIVES

ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS

BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT

BE OR HAS NOT BEEN WAIVED.

14.Subject to the terms and conditions of this Precedent Agreement, Customer hereby agrees to

execute the Firm Throughpi,a Service Agreement within thirty (30) calendar days of tender

by Northern.

15.Northern shall have the right prior to Northern's execution of the Firm Throughput Service

Agreement to terminate this Precedent Agreement and to withdraw any requests or

applications for governmental approvals if Northern, in its sole discretion, determines that the

project economics or other related economic impacts to Northern are unacceptable, in the

event Northern exercises this right, it does so without liability or firther obligation to

Customer.

16. Upon execution of the Firm Throughput Service Agreement by both parties, Paragraphs 1, 3,

4, 14, and 15, and Appendix A of this Precedent Agreement will expire and be superseded by

the Firm Throughput Service Agreement. Paragraphs 2, 5 and 7 of this Precedent Agreement

will then continue in effect until the effective date of service under the Firm Throughput

Page 4

Service Agreement at which time they will expire, unless there has been a prior breach of one

or more of such paragraphs, in which case such paragraphs will remain in effect until the

breach has been resolved, All remaining paragraphs and Appendix C of this Precedent

Agreement will survive until all obligations or responsibilities under this Precedent

Agreement and the Firm Throughput Service Agrernent have been fully satisfied. Appendix

B will remain in effect for the life of the facilities.

17.Any document generated by the parties with respect to this Precedent Agreement including

this Precedent Agreement, may be imaged and stored electronically (Imaged Documents).

Imaged Documents may be introduced as evidence in any proceeding as if such were original

business records and neither party shall contest the admissibility of Imaged Documents as

evidence in any proceeding.

18.Any company which shaU succeed by purchase, merger or consolidation to the properties,

substantially as an entirety, of any party shall he subject to the obligations of its predecessor

in title. No other assignment of this Precedent Agreement or any of the rights or obligations

hereunder shall be made unless there first shall have been obtained the consent thereto of the

non-assigning party. Such consent shall not be unreasonably withheld. Any party may assign

its respective right, title and interest in and to and under this Precedent Agreement to a

trustee or trustees, individual or corporate, as security for bonds or oilier obligations or

securities. Such assignment shall not obligate assignee in any respect to perform the

obligations of the assignor under this Precedent Agreement.

19, Customer's failure to comply with the terms contained in the Firm Throughput Service

Agreement, the IPX Rate Schedule, the General Terms and Conditions of Northern's FERC

Gas Tariff and/or this Precedent Agreement shall be a bieah and shall constitute a default

under this Precedent Agreement. In the event of a default, Northern shall have all rights

granted to it at law or in equity, including those contained in Northern's FERC Gas Tariff,

No provision herein shall act to limit any relief or damages that may be available to the

parties in the event of a breach of this Precedent Agreement or the Firm Throughput Service

Agreement,)t114>-

ZO20. If Northern has not executed this Precedent Agreement within AW days of the close of the

Open Season, this Precedent Agreement shall be null and void and of no further force or

effect.

Page 5

21. Notwithstanding any other provision herein to the contrary, in order for Northern to evaluate

the commitments that customers are willing to make and thus determine the feasibility of the

Project, and the engineering design and size of any expansion facilities, Northern is seeking a

commitment from customers through precedent agreements similar to this Precedent

Agreement, Additionally, these commitments will enable Northern to allocate capacity, if

necessary, among customers who have signed such precedent agreements. Accordingly,

Customer recognizes and acknowledges that, although Customer is obligated by this

Precedent Agreement upon its execution and delivery to Northern, said agreement and the

terms and conditions herein shall be of no force and effect on Northern and Northern will

have no obligations whatsoever under this Precedent Agreement until it is executed by

Northern.

The parties hereto have executed this Precedent Agreement to indicate their acceptance.

Northern Natural Gas Company O fBy: At By:

Title: \L

Title:

Date: ( Date:

Paged

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

1EPoi4 + CoryyAPPENDIX A

Firm ThroudiTut menL

Rate Schedule: TPX

Contract Term: through

Quantities and Points: (to he provided by Customer)

Tho contract MDQ is tJ/Dth/day

j c ptjoInt I Delivery Point I Volume

C- L+o

NTT I 70

NotesI) The volumes shown are firm maximum daily quantities (MDQ or Entitlement.

Allocatedpatititi:toterovided by Northern)

fit Pint I DevryjnJ Vohimo

Notes

1) The volumes shown are firm maximum daily quantities MDQ or Entitlement).

Page 7

Customer shall pay the maximum reservation rate provided in Northern's FERC Gas Tariff as

revised from date to time, unless a lower rate is agreed to (Agreed-Upon Reservation Rate. in

addition, Customer shall pay Northern's maximum commodity rate, as revised from time to time,

and all current and future applicable reservation and commodity surcharges. Customer shall

provide fuel use and unaccounted-for as provided in Northern's FERC Gas Tariff.

If the Agreed-Upon Reservation rate is lower than the maximum rate in Northern's PERC Gas

Tariff, the Agreed-Upon Reservation Rate is applicable to all Market Area Receipt Points and

the delivery point(s) listed above. If any other points are used either on a primary or alternate

basis, Including use by any shipper acquiring the capacity through capacity release, the Agreed-

Upon Reservation Rate Will not be applicable and Northern's maximum rates will apply to the

entire contract MDQ for the month that any points not listed above are used.

Reimbursement for the Construction of Facilities:

Customer must make its rate election prior to the execution of any Firm Throughput Service

Agreement.

OPTION A -

Customer may elect to pay a negotiated reservation rate equal to the Agreed-Upon Reservation

Rate plus an amount that will recover the cost of the facilities (Negotiated Reservation Rate).

Northern will notify Customer of the Negotiated Reservation Rate to be paid. The Negotiated

Reservation Rate is subject to change based on the Actual Cost (excluding tax gross-up),

including changes resulting from other customers' participation in the Project. Northern shall

notify Customer of any change to the Negotiated Reservation Rate required for Northern to

construct the facilities and provide the natural gas transportation service. If the revised

Negotiated Rate is greater than $0.6000/Dthfday, Customer may terminate this Precedent

Agreement following the notice of the rate or as a result of any increase in rates by providing

written notice to Northern within five (5) business days of the date of Northern's notice to

Customer. If Customer fails to provide such notice to terminate, the Negotiated Reservation Rate

set forth in Northern's notice to Customer shall be deemed effective.

Page 8

OPTION B

As an alternative to paying the Negotiated Reservation Rate, in addition to the Agreed-Upon

Reservation Rate, Customer shall provide a Contribution in Aid of Construction (CIAC) as set

forth in Appendix B attached hereto.

Other Terms

Customer may agree to limit hourly takes of natural gas down to less than or equal to 4.167

percent (4.167%) of the Entitlement (1/24 of the MDQ) at the primary delivery point(s) and any

alternate delivery points. (including those used under capacity release) during the term of the

Firm Throughput Service Agreement.

The Entitlement is subject to the Right of First Refusal as described in Sectioit 52 of Northern's

FBRC Gas Tariff.

Northern and Customer may agree to other terms specific to the facilities or service provided

pursuant hereto.

Page 9

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND__ (

APPENDIX B

Facilities

Northern Facilities

Northern andlor itslesign e will retain ownership of, operate and maintain the facilities required

to provide the transportation service to Customer at the primary delivery points listed in the Firm

Throughput Service Agreement. Northern shall indemnify and hold Customer, including its

officers, directors, employees and agents, harmless from and against any and all claims arising

out of the design, construction, ownership, operation and maintenance of Northern's facilities,

Northern's facilities shall be designed, constructed, operated and maintained by Northern in

accordance with applicable industry standards and codes, including AGA design standards.

Customer Facilities

Customer will provide, own, operate and maintain all gas service equipment (including valves,

pressure regulators, odorization equipment and other facilities) required beyond the point of

delivery (the flange on Northern's outlet valve of the delivery point). Customer is responsible for

providing over-pressure protection equipment for its facilities. Customer shall indemnify and

hold Northern and Northern's affiliates, including their officers, directors, employees and agents,

harniless from and against any and all claims arising out of the design, construction, ownership,

operation and maintenance of Customer's facilities and the receipt by Customer of gas at

Northern's pressure. Customer represents and, warrants to Northern that it has the knowledge and

expertise, and its employees, agents and contractors are qualified to design, construct and operate

the gas service equipment required beyond the point of delivery including specifically, but not by

way of limitation, the receipt of gas from Northern at Northern' pressure.

Customer's facilities shall be designed, manufactured, fabricated, constructed, installed,

operated, tested and maintained by Customer in accordance with applicable industry standards

and codes (including AGA design standards).

Page 1.0

Contribution in Aid of Construction, if' pp licable Northern will notify Customer of the amount

of the CIAC which shall be based oil estimate of the Actual Cost (Estimated Cost).

One hundred percent (100%) of the CIAC irnist be received by Northern within ten (10) days of

Northern's request, Upon completion of the construction, If Actual Cost exceeds the estimated

costs, Customer shall pay to Northern the difference between the Estimated Cost and the Actual

Cost. If the Actual Cost is less than the Estimated Cost, Northern shall refund the difference

between the Estimated Cost and the Actual Cost. In the event the project is terminated prior to

completion for any reason, not solely caused by Northern, Northern shall retain an amount equal

to its costs reasonably inoutred,

Page II

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

APPENDIX C

Securityçjrepwits

if, at any time after the execution of this Precedent Agreement including during the term of any

Firm Throughput Service Agreement entered into pursuant to this Precedent Agreement,

Customer is not creditworthy as determined under the provisions of Northern's FERC Gas Tariff,

Customer agrees to provide, upon written request from Northern, (i) a payment guarantee

acceptable. to Northern of all Customer's obligations to Northern, or (ii) security as described

below:

The amount of security shall be equal to (i) the Actual Cost of facilities, and (ii) an amount equal

to the highest three (3) months or reservation charges under the Firm Throughput Service

Agreement.

The amount of security associated with the Actual Cost of any non-mainline facilities

constructed may be in a form consistent with the types of security set forth in Section 46(a) of

Northern's FERC Gas Tariff (e.g., cash or a letter of credit acceptable to Northern). The amount

of security associated with the Actual Cost of any mainline facilities constructed shall be in the

form of a letter of credit acceptable to Northern,

If Customer is not creditworthy, Northern shall provide written notice to Customer of the amount

of the security associated with the cost of construction, and the date(s) such security is due. The

amount shall he the Actual Cost of the facilities or, if the facilities have not been constructed,

Northern's estimate of the Actual Cost of the facilities. Upon completion of the Project, if

Customer's Actual Cost is lower than the security provided, Northern will reduce the security

associated with the cost of construction to equal the Actual Cost. In the event the Actual Cost is

higher than the security provided, Customer agrees to increase its security associated with the

cost of construction with Northern for the difference between the Actual Cost and the security

associated with the cost of construction. If the security is required after the effective date of the

Page 12

Firm Throughput Service Agreement, such security shall be equal to Customer's Remaining

Facilities Cost Obligation as determined pursuant to Paragraph 8 of this Precedent Agreement

If Customer: (i) performs in accordance with the Firm Throughput Service Agreement including

making all payments required when due and (ii) has not reduced or realigned its firm

Entitlement as listed in the Firm Throughput Service Agreement on the effective date of the Firm

Throughput Service Agreement, Northern shall reduce, on each annual anniversary of the

effective date of the service on the Firm Throughput Service Agreement through the term of such

agreement, the portion of the security requirement equal to the cost of the mainline facilities by

an amount equal to (1) the Reservation Revenue collected during the year, divided by the total

Reservation Revenue associated with the MDQ of the Firm Throughput Service Agreement

effective upon the date of the Firm Throughput Service Agreement, multiplied by (2) the Actual

Cost of the mainline facilities. The obligation of Northern to reduce such security shall be subject

to the right of Northern to recoup and/or setoff all or any part of the security against any

obligations or claims whatsoever Owing to Northern from Customer.

The portion of the security equal to the cost of the non-mainline facilities shall not be reduced

until the end of the initial primary term of the Firm Throughput Service Agreement,

In the event any or all of the Entitlement is reduced or realigned, in whole or in part, prior to the

end of the term of the Firm Throughput Service Agreement for any reason not caused solely by

Northern, Customer shall pay to Northern the balance of Customer's Remaining Facilities Cost

Obligation. If at that time Northern is holding security, Customer waives any and all claims to

the balance of the security held by Northern and agrees that such balance will be retained by

Northern and applied as a credit toward the payment for the Customer's Remaining Facilities

Cost Obligation and any other amounts due from Customer.

Failure to remit in full all security by the due dates set forth in Northern's notice shall be

considered a breach of this Precedent Agreement and the Firm Throughput Service Agreement

and may, at the discretion of Northern, result in the termination of Northern's obligations under

this Precedent Agreement and the Firm Throughput Service Agreement Upon any default under

this Precedent Agreement or the Firm Throughput Service Agreement, Northern may pursue any

remedy available at law,

The security shall be owned and held by Northern for its sole and exclusive benefit until the

earlier of such time as (i) Customer has satisfied in full all of its obligations under this Precedent

Page 13

Agreement and the Firm Throughput Service Agreement, or (ii) Customer becomes

creditworthy. Customer acknowledges that the security is subject to the light of Northern to

recoup and/or setoff all or any part of the security as to any obligations or claims, whether under

the Finn Throughput Service Agreement and this Precedent Agreement or otherwise, owing to

Northern from Customer including Customer's Remaining Facilities Cost Obligation.

The security Will be owned and held by Northern, and Customer's sole interest in the security

shall be a residual interest, if any, remaining after all of Customer's obligations under the Firm

Throughput Service Agreement and this Precedent Agreement are satisfied to full. If security is

provided in the form of a Letter of Credit, Customer shall have no interest in the Letter of Credit

or its proceeds.

No security will be required during any period of time that Customer establishes and maintains

creditworthiness pursuant to Northern's FERC Gas Tariff,

Page 14

CF Industries Nitrogen, LLC

Contract No, 601574-0

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

Cl? INDUSTRIES, INC

This Precedent Agreement dated as of this 5Ih (lay of November 2012, is between Northern

Natural Gas Company (Northern) and CF Industries, Inc. (Customer), a wholly owned subsidiary

of CF industries Holdings, Inc. (CF Holdings), Customer is planning an expansion of its Port

Neal complex in Sergeant Bluff, Iowa. In order for Northern to be ready to provide firm natural

gas transportation service to meet Customer's proposed in-service date of November 1, 2014,

Northern must begin the process to receive Federal Energy Regulatory Commission (FBRC)

authorization for the construction of the facilities necessary to provide the firm transportation

This Precedent Agreement evidences the agreement between the parties, upon

fulfillment of the conditions precedent set forth herein, to enter into a firm throughput service

agreement as further described below (Firm Throughput Service Agreement) under which

Northern proposes to provide firm transportation service for Customer upon Northern',,,,

installation of certain facilities as necessary. The facilities to be constructed will be part of

Northern's West Leg 2014 Project (Project).

In consideration of the above, Northern' nd Customer hereby agree as follows

Northern and Customer will enter into a Firm Throughput Service Agreement consistent with

Northern's TFX Rate Schedule, or any successor firm transportation late schedule then in

effect, The Firm Throughput Service Agreement shall provide for the transportation of

natural gas owned by Customer from the primary point(s) of receipt to the primary point(s)

of delivery set forth in Appendix A, attached hereto and incorporated herein. Customer

agrees that this Precedent Agreement shall be included in any open season required for the

Project.

2. The Firm Throughput Set-vice Agreement shall have an effective date and term as set forth in

Appendix A, subject to any necessary regulatory approvals, and acceptance of such

approvals, if necessary, and the completion of any Northern facilities necessary to provide

the service,

3 The transportation rates to be paid by Customer to Northern under the Firm Throughput

Service Agreement shall be as set forth in Appendix A.

4, The maximum deity quantity of transportation service to be provided by Northern under the

Firm Throughput Service Agreement (Entitlement or MDQ) shall be as set forth in Appendix

A.

S. Subject to the provisions hereof, and upon Northern's receipt of all approvals from federal,

state, local, and/or municipal agencies or other governmental authorities, Northern will install

the facilities necessary to provide the trm natural gas transportation service and to perform

its obligations contemplated in this Precedent Agreement. Northern will with due

diligence to obtain all such approvals. Stipulations regarding the Northern and Customer

facilities associated with the service to be provided pursuant to this Precedent Agreement are

described in Appendix B, attached hereto and incorporated herein. Customer shall support

any filing made by Northern to secure any necessary approvals.

6. This Precedent Agreement and the Firm Throughput Service Agreement are subject to all of

the terms and conditions of Northern's FERC Gas Tariff, as revised from time to time

(Northern's FERC Gas Tariff), and all valid laws, rules and regulations of duly constituted

governmental authorities having jurisdiction

7. It is expressly understood that a condition precedent to the Firm Throughput Service

Agreement being effective is that all necessary governmental approvals shall be in a form

and substance satisfactory to Northern, and shall be Final before the respective governmental

authority and no longer subject to appeal or rehearing before such governmental authority

unless Northern waives the requirement that the approval be fInal. In the event Northern

exercises its right not to accept an approval, it does so without liability or further obligation

to Customer,

8, In exchange for the consideration received hereunder, including without limitation the

expected revenue stream from the Firm Throughput Service Agreement, Northern is willing

to make the capital expenditures for the construction of the contemplated facilities; however,

in the event the Entitlement under the Firm Throughput Service Agreement is, pursuant to

Page 2

Northern's I?ERC Gas Tariff, (i) reduced by Customer (including in the instance of a

permanent capacity release, but not a temporary capacity release), or (ii) realigned by

Customer away from the primary delivery point(s) identified in Appendix A, Customer shall

promptly pay to Northern an amount equal to the Actual Cost of the Project. Actual Cost

shall be Customer's allocated share of the actual cost of the Project, including, but not

limited to, income tax gross-up, Allowance for Funds Used During Construction (AFUDC)

and overheads, including, if applicable, an estimate of the Actual Cost if, and to the extent,

the Project is not complete. Provided Customer is not in default of its obligations, insolvent

or under the protection of applicable bankruptcy laws, the Actual Cost due and owing to

Northern and described in the preceding sentence shall he reduced by an amount equal to

(I) the revenue from the Agreed-Upon Reservation Rate, as defined in Appendix A

(Reservation Revenue), collected prior to the event of reduction or realignment, divided by

the total Reservation Revenue associated with the term of the Firm Throughput Service

Agreement for the MDQ effective upon the date of the Firm Throughput Service Agreement,

multiplied by (2) the Actual Cost, The reduced Actual Cost shall hereinafter be referred to as

the Customer's Remaining Facilities Cost Obligation, This provision, and the obligations

herein, shall survive the release of the capacity in the Firm Throughput Service Agreement or

any assignment of this Precedent Agreement or the Firm Throughput Service Agreement and

Customer shall continue to be obligated for the reimbursement of the Actual Cost unless

Northern consents in writing to the release or assignment and the obligation is expressly

assumed by an acquiring shipper that satisfies the creditworthiness requirements in

Northern's FERC Gas Tariff.

9. Creditworthiness and security requirements are described in Appendix C, attached hereto and

incorporated herein.

10. Except as to the interpretation, applicability, or enforcement of this Precedent Agreement

before a trier of fact or as may be required by an administrative or judicial action, Customer

shall not directly or indirectly reveal this Precedent Agreement or the terms and conditions

thereof to any other customer or potential customer of Northern.

11, This Precedent Agreement may be signed in counterparts, each of which when signed shall

be an original, but all of which shall together constitute one and the same instrument

11 AS TO ALL MATTERS OF CONSTRUCTION AND INTERPRETATION, THIS

PRECEDENT AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND

Page 3

GOVERNED BY THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD

TO CONFLICT OF LAW PROVISIONS,

13.T0 THE FULLEST EXTENT PERMITTED BY LAW S EACH OF TilE PARTIES

HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH

RESPECT TO LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER

OR IN CONNECTION WITH, THIS AGREEMENT, EACH PARTY FURTHER WAIVES

ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS

BEEN WAIVED WITH ANY OTHER ACTION IN WHICII. A JURY TRIAL CANNOT

BE OR HAS NOT BEEN WAIVED,

14, Subject to the terms and conditions of this Precedent Agreement, Customer hereby agrees to

execute the Firm Throughput Service Agreement within thirty (30) calendar days of tender

by Northern. Northern shall not tender the Firm Throughput Service Agreement prior to

(I) April 1, 2013, and (2) Customer's receipt of final approval from its board of directors as

set forth in Paragraph 16 below,

15. Northern shall have the tight prior to Northern's execution of the Firm Throughput Service

Agreement, but in no event later than April 1, 2013, to terminate this Precedent Agreement

and to withdraw any requests or applications for governmental approvals if Northern in good

faith determines, based on changes iii facts and circumstances from those existing as of the

date of this Precedent Agreement, that the project economics or other related economic

impacts to Northern are unacceptable. I.n the event Northern exercises this right, it does so

without liability or further obligation to Customer,

16. Customer shall have the right to terminate this Precedent Agreement if it (toes not receive

final approval from its board of directors for nny reason by providing to Northern written

notice to terminate in the form attached hereto as Appendix D no later than April 1 2013. in

the event Customer exercises this right, it does so without liability or further obligation to

Northern.

17, Upon execution of the Firm Throughput Service Agreement by both parties, Paragraphs 1, 3,

4, 14,15 and 16, and Appendix A of this Precedent Agreement will expire and be superseded

by the Firm Throughput Service Agreement, Paragraphs 2, 5 and 7 of this Precedent

Agreement will then continue in effect until the effective date of service under the Firm

Throughput Service Agreement at which time they will expire, unless there has been a prior

Page 4

breach of one or more of such paragraphs, in which case such paragraphs will remain in

effect until the breach has been resolved. All remaining paragraphs and Appendix C of this

Precedent Agreement will survive until all obligations or responsibilities under this Precedent

Agreement and the Firm Throughput Service Agreement have been fully satisfied, Appendix

B will remain in effect for the life of the facilities,

18, Any document generated by the parties with respect to this Precedent Agreement ) including

this Precedent Agreeinnt, may be imaged and stored electronically (Imaged Documents).

Imaged Documents may be introduced as evidence in any proceeding as if such were original

business records and neither party shall contest the admissibility of imaged Documents as

evidence in any proceeding.

19. Any company which shall succeed by purchase ) merger or consolidation to the properties,

substantially as an entirety, of any party shall be subject to the obligations of its predecessor

in title. No other assigmuent of this Precedent Agreement or any of the rights or obligations

hereunder shall be made unless there first shall have been obtained the consent thereto of the

non-assigning party, such consent not to be unreasonably withheld; provided, however, that

Customer may assign this Precedent Agreement or any of its rights or obligations hereunder,

without Northern's consent to a direct or indirect wholly-owned subsidiary of CF Holdings,

provided that the assignee, at the time of the proposed assignment ) is creditworthy as

detrinined under the provisions of Northern's FBRC Gas Tariff, Any party may assign its

respective right, title and interest in and to and under this Precedent Agreement to a trustee or

trustees, individual or corporate, as security for bonds or other obligations or securities. Such

assignment shall not obligate assignee in any respect to perform the obligations of the

assignor under this Precedent Agreement,

20, Either partys failure to comply with the terms contained in the Firm Throughput Service

Agreement, the TFX Rate Schedule, the General Terms and Conditions of Northern's FERC

Gas Tariff and/or this Precedent Agreement shall be a breach and shall constitute a default

under this Precedent Agreement. In the event of a default, the nondefaulting party shall have

all rights granted to it at law or in equity, including those contained in Northern's FE RC Gas

Tariff, No provision herein shall not to limit any relief or damages that may be available to

the parties in the event of a breach of this Precedent Agreement or the Finn Throughput

Service Agreement,

Page 5

21. Customer and Northern acknowledge and agree that this Precedent Agreement and the terms

and conditions hereof constitute "Proprietary 1nbrmation" within the meaning of that certain

Confidentiality Agreement, dated August 27, 2012, between CF Holdings and Northern,

which is incorporated herein by reference; provided, however, nothing herein or in the

Confidentiality Agreement prohibits Northern from including this Precedent Agreement in an

application for any approvals. This Precedent Agreement and the Confidentiality Agreement

constitute the entire agreement among the parties with respect to the subeet matter hereof

and thereof and supersedes all other prior agreements and understandings, both written and

oral, among the parties or any of them with respect to the subject matter hereof and thereof.

The parties hereto have executed this Precedent Agreement to indicate their acceptance,

Northern Natural Gas Company

CF Industries, Inc.

By:

By:

Title: \1( ' r uku. Title:

Date; 0, aot?.. Daw

Page 6

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

CF INDUSTRIES, INC.

APPENDIX A

Firm Throughput Entitlement

Rate Schedule: TFX

Contract Term: No later than April 1, 2013, Customer shall notify Northern in writing: (i) the

effective date of the Firm Throughput Service Agreement which shall be no earlier than

November 1, 2014 and no later than December 31, 2015; and (ii) whether the contract term is 10,

15 or 20 years commencing on the effective date of the Firm Throughput Service Agreement.

Quantities and Points: Thecontract MDQ shall be 90,00() Dth/day. To the extent Northern can

accommodate a change to the contract MDQ without impact to other shippers participating in the

Project and without causing a delay in the in-service date of the Project, upon written notice to

Northern no later than April 1, 2013, Customer may increase or decrease the contract MDQ to be

effective upon the effective date of the Firm Throughput Service Agreement through the term of

the Firm Throughput Service Agreement. The primary delivery point shall be a new delivery

point to be eonsrticted at or near Customer's Port Neal complex in Sergeant Bluff, Iowa (New

Delivery Point) with an MDQ of 90,000 Dthlday. The primary receipt points shall be

NBPL/NNG Ventura (P01 9192) with an MDQ of 40,000 Dthlday and NNG FIRLD/MKT

Demarcation (P01 # 37654) with an MDQ of 50,000 Dthlday. Prior to Northern's execution of

the Firm Throughput Service Agreement, Northern shall have the right to reallocate the contract

MDQ between the primary receipt points noted above based on available capacity at the receipt

points in order to optimize the required construction

Rates

The total reservation rate shall be agreed upon by the parties no later than April 1, 2013 (Agreed-

Upon Reservation Rate)

Page 7

The Agreed-Upon Reservation Rate is applicable to all Market Area receipt points and the New

Delivery Point. If any oilier points are used on either a primary or alternate basis, including use

by any shipper acquiring the capacity through capacity release, Customer shall pay a reservation

rate of $0.15/Dthlday plus the Agreed-Upon Reservation Rate for the entire contract MDQ

during the month that any such points are used.

The Agreed-Upon Reservation Rate is subject to change based nn the Actual Cost (excluding tax

gross-up) of Northern's facilities. Northern shall notify Customer of any change to the Agreed-

Upon Reservation Rate required for Nortlien'i to construct the facilities and provide the natural

gas transportation service.

In addition to the Agreed-Upon Reservation Rate, Customer shall pay Northern's maximum

commodity late, as revised from time to time, and all current and future applicable reservation

and commodity surcharges. Customer shall provide fuel, use and unaccounted for as provided in

Northern's hERO Gas Tariff.

Other Terms

Hourly takes of natural gas shall be less than or equal to 4,167 percent (4.167%) of the

Entitlement (1/24 of the MDQ) at the New Delivery Point and any alternate delivery points

(including those used under capacity release) during the term of the Firm Throughput Service

Agreement,

The Entitlement is subject to the Right of First Refusal as described in Section 52 of Northern',-,

FERC Gas Tariff.

Northern agrees to provide service at a pressure or not less than 800 psig at the MDQ set forth

above at the New Delivery Point. Such pressure guarantee is not applicable in the event of Force

Majeure, as defined in Northern's FERC Gas Tariff, during periods of maintenance on facilities

necessary to effectuate this pressure guarantee or as agreed.

Page 9

PRECEDENT AGREEMENT

BETWEEN

NORI'l-lERN NATURAL GAS COMPANY

AND

CF INDUSTRIES, INC.

APPENDIX B

Facilities

Northern Facilities

Northern and/or its designee will retain ownership of, operate and maintain the facilities required

to provide the transportation service to Customer at the New Delivery Point, Northern shall

indonmify and hold Customer, including its officers, directors, employees and agents, harmless

from and against any and all claims arising out of the design, construction, ownership, operation

and maintenance of Northern's facilities.

Northern's facilities shall be designed, constructed, operated, and maintained by Northern in

accordance with applicable industry standards and codes, including AGA design standards.

Customer Facilities

Customer will provide, own, operate and maintain all gas service equipment (including valves,

pressure regulators, odorizatioii equipment and otherother facilities) requited beyond the point of

delivery (the flange on Northern's outlet valve of the New Delivery Point), Customer is

responsible for providing over-pressure protection equipment for its facilities. Customer shall

indemnify and hold Northern and Northern's affiliates, including their officers, directors,

employees and agents, harmless from and against any and all claims arising out of the design,

construction, ownership, operation and maintenance of Customer's facilities and the receipt by

Customer of gas at Northern's pressure, Customer represents and warrants to Northern that it has

the knowledge and expertise, and its employees, agents and contractors are qualified to design,

construct and operate the gas service equipment required beyond the point of delivery including

specifically, but not by way of limitation, the receipt of gas from Northern at Northern's

pressure.

Page 9

Customer's facilities shall be designed, manufactured, fabricated, constructed, installed,

operated, teste(i and maintained by Customer in accordance with applicable industry standards

and codes (including AGA design standards).

Page 10

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

CF INDUSTRIES, INC.

APPENDIX C

Security Requirements

If, at any time after the execution of this Precedent Agreement, including during the term of any

Firm Throughput Service Agreement entered into pursuant to this Precedent Agreement,

Customer is not creditworthy as determined under the provisions of Northern's FERC Gas Tariff,

Customer agrees to provide within ten (10) business clays of a written request from Northern,

(i) a payment guarantee from CF Holdings, if CF Holdings is creditworthy (or any other

creditworthy entity acceptable to Northern) to Northern of allCustomer's payment obligations to

Northern in the form and substance of the attached Appendix C4, or (ii) security as described

below.

The amount of security shall be equal to (i) the Actual Cost of facilities, and (ii) an amount equal

to the highest three (3) months of reservation charges under the Firm Throughput Service

Agreement,

The amount of security associated with the Actual Cost of any non-mainline facilities shall be in

a form consistent with the types of security set forth in Section 46(a) of Northerns IERC Gas

Tariff (eg., cash or a letter of credit acceptable to Northern in the form and substance of the

attached Appendix C2), The amount of security associated with the Actual Cost of any mainline

facilities shall be in the form of a letter of credit acceptable to Northern in the form and

substance of the attached Appendix C-2,

If Customer is not creditworthy, Northern shall provide written notice to Customer of the amount

of the security associated with the Actual Cost, arid the date(s) such security is due,

if Customer becomes non-creditworthy after the execution of this Precedent Agreement and prior

to the commencement of construction of the Project, the amount of security Customer shall

provide shall be determined by Northern and shall reasonably reflect that portion of the Actual

Page I

Cost of the facilities estimated to be incurred, including AFUDC, by Northern prior to the date of

commencement of construction. If Customer continues to be or becomes non-creditworthy after

commencement Of construction of the Project, the amount of security shall be the Actual Cost of

the facilities.

Security for reservation charges shall be governed pursuant to Section 46 of Northern's FERC

Gas Tariff.

Upon completion of the Project, if Customers Actual Cost is lower than the security provided,

Northern will reduce the security associated with the cost of construction to equal the Actual

Cost. In the event the Actual Cost is higher than the security provided, Customer agrees to

increase its security associated with the cost of construction with Northern for the difference

between the Actual Cost and the security associated with the cost of construction, If the security

is required after the effective date of the Firm Throughput Service Agreement, such security

shall be equal toCustomer's Remaining Facilities Cost Obligation as determined pursuant to

Paragraph 8 of this Precedent Agreement.

If Customer: (i) performs in accordance with the Firm Throughput Service Agreement including

making all payments required when due, and (ii) has not reduced or realigned its firm

Entitlement as listed in the Firm Throughput Service Agreement on the effective date of the Firm

Throughput Service Agreement, Northern shall reduce, on each annual anniversary of the

effective (late of the service on the Firm Throughput Service Agreement through the term of such

agreement, the portion of the security requirement equal to the cost of the facilities by an amount

equal to (1) the Reservation Revenue collected during the year, divided by the total Reservation

Revenue associated with the MDQ of the Firm Throughput Service Agreement effective upon

the date of the Firm Throughput Service Agreement, multiplied by (2) the Actual Cost of the

facilities. The obligation of Northern to reduce such security shall be subject to the right of

Northern to recoup and/or setoff all or any part of the security against any obligations or claims

whatsoever owing to Northern from Customer.

In the event any or all of the Entitlement is reduced or realigned, in whole or in part, prior to the

end of the term of the Firm Throughput Service Agreement for any reason not caused solely by

Northern, Customer shalt pay to Northern the balance of customer's Remaining Facilities Cost

Obligation. If at that time Northern is holding security, Customer waives any and all claims to

the balance of the security held by Northern and agrees that such balance will be retained by

Page 12

Northern and applied as a credit toward the payment for the Customers Remaining Facilities

Cost Obligation and any other amounts due ftom Customer.

Failure to remit in full all security by the due dates sot forth in Northerifs notice shall be

considered a breach of this Precedent Agreement and the Firm Throughput Service Agreement

and may, at the discretion of Northern, result in the termination of Northern's obligations under

this Precedent Agreement and the Firm Throughput Service Agreement. Upon any deRutt under

this Precedent Agreement or the Firm 'rhroighpiit Service Agreement, Northern may pursue any

remedy available at law or in equity.

The security shalt be owned and held by Northern tbr its sole and exclusive benefit until the

earlier of such time as (i) Customer has satisfied in full all of its obligations under this Precedent

Agreement and the Firm Throughput Service Agreement, or (ii) Customer becomes

creditworthy. Customer acknowledges that the security is subject to the right of Northern to

recoup anchor setoff all or any part of the security as to any obligations or claims whether under

the Firm Throughput Service Agreement and this Precedent Agreement or otherwise, owing to

Northern from Customer including Customer's Remaining Facilities Cost Obligation.

The security will be owned and hold by Northern, and Customer's sole interest in the security

shall be a residual interest, if any, remaining after all of Customer's obligations under the Firm

Throughput Service Agreement and this Precedent Agreement are satisfled in full. If security is

provided in the form of a Letter of Credit, Customer shall have no interest in the Letter of Credit

or its proceeds.

No security will be required during any period of time that Customer establishes and maintains

creditworthiness pursuant to Norihern's FRC Gas Tariff.

Page 13

Contract No. 601574-0

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

CF INDUSTRIES, INC.

APPENDIX C-I

GUARANTY

THIS GUARANTY is given as of [insert datel by flusserl guarantor], a [insert place ofincorporation] corporation, with its principal place of business located at finseit street address('no P0 Boxes), stale, zip code] ('Guarantor") to NORTHERN NATURAL GAS COMPANY("Northern")

RECITAL

A. WHEREAS, Northern owns and operates certain facilities to provide natural gas servicespursuant to Northern's FERC Gas Tariff;

B. WHEREAS, Guarantor desires to induce Northern to (1) commence or to continue toprovide transportation or storage services for [insert shipper/entityl ("Shipper")pursuant to transportation and storage agreements and the terms and conditions ofNorthern's FBRC Gas Tariff, and/or (2) enter into or continue performance underfacilities or precedent agreements with Shipper, and/or (3) enter into or continueperformance or set-vice under agreements with Shipper incident to such transportation orfacilities agreements and/or 4) to enter into purchases or sales of natural gas or relatedFinancial transactions with Shipper (collectively "Agreements"); and

C. WHEREAS, Northern is willing to commence or continue such service or performanceonly if Guarantor guarantees payment performance of Shipper's covenants, agreements,obligations, and liabilities under the Agreements.

NOW THEREFORE, in consideration of the premises Guarantor agrees as follows:

AGREEMENT

Guaranty This is a guaranty of payment and not of collection. Guarantor herebyirrevocably and unconditionally guarantees the payment of any and all past,present and future Agreements, obligations and liabilities of Shipper to Northernpursuant to any Agreements entered into prior to or during the term of thisGuaranty, (collectively, the "Guaranteed Obligations"), subject to the terms and

conditions set forth herein, Within fifteen (15) business days following writtennotice by Northern to Guarantor of Shipper's failure to pay any GuaranteedObligation not in dispute in accordance with the terms of Northern's FERC GasTariff, Guarantor will pay to Northern by wire transfer or certified funds theamounts identified in the notice. Northern will provide in the notice to Guarantora brief explanation and an accounting of the amounts owed similar to \vhfltNorthern provides to its other shippers. Guarantor agrees that Northern mayresort to Guarantor for payment of any of the Guaranteed Obligations, whether ornot Northern shall have resorted to any collateral security, or shall have proceededagainst any other obligor principally or secondarily obligated with respect to anyof the Guaranteed Obligations.

2. Guaranty Unconditional and Absolute, The obligations of Guarantor hereundershall be unconditional and absolute and without limiting the generality of theforegoing, shall not be released, discharged or otherwise affected by:

(A) any extension, renewal, settlement, compromise, waiver, discharge orrelease in respect of any Guaranteed Obligations of Shipper;

(B) the, existence, or extent of, any release, exchange, surrender, non-perfection or invalidity of any direct or indirect security for any of theGuaranteed Obligations;

(C) any modification, amendment (including, but not limited to, a restatementin whole or in part), w'aiver, extension of or supplement to any of theAgreements or the Guaranteed Obligations agreed to from time to time byShipper and Northern and validly executed in accordance with the termsof the applicable Agreement;

(D) any change in the corporate existence (including its constitution, laws,rules, regulations or powers), structure or ownership of Shipper, Northernor Guarantor, or any insolvency, bankruptcy, reorganization or othersimilar proceeding affecting Shipper, Northern or Guarantor, or theirassets;

() the existence of any claim, set-off or other rights which Guarantor mayhave at any time against Northern, Shipper, or any other corporation orperson, whether in connection herewith or in connection with anyunrelated transaction; provided that nothing herein shall prevent theassertion of any such claim by separate suit or compulsory counterclaim;

(F) the invalidity or unenfoi'ceability in whole or in part of the Agreements orany Guaranteed Obligations or any instrument evidencing any GuaranteedObligations, or any provision of applicable law or regulation purporting to

Page 15

prohibit payment by Shipper of amounis to be paid by it under theAgreements or any of the Guaranteed Obligations;

(G) any other act or omission to act or delay of any kind by Northern whichmight, but for the provisions of this paragraph, constitute a legal orequitable discharge of Guarantors' obligations hereunder.

3. Term and Termination, This Guaranty is necessary, among other reasons, toinduce Northern to enter into transportation and facilities agreements that mayhave continuing payment obligations for years into the future, This Guarantyshall remain in full force and effect until the Guaranteed Obligations arising outof any Agreements have been performed. Guarantor may terminate this Guarantyat any time by providing forty five (45) business days' prior written notice oftermination to Northern. In the event Guarantor provides notice of termination,this Guaranty shall continue to apply to any Agreements entered into prior to suchtermination; provided, however, Guarantor shall not be liable under this Guarantyfor any obligationt of Shipper arising under any Agreements entered into byNorthern and Shipper after such termination (and such obligations shall notconstitute Guaranteed Obligations),

4. WaiverbGtIafantoj. Guarantor irrevocably waives acceptance hereof, diligence,presentment, demand, protest, notice of dishonor, notice of any sate of collateraland any notice not provided for herein, any right or subrogation to Shipper'srights against Northern under the Agreement or otherwise, and any requirementthat at any time any person exhaust any right to take any action against Shipper ortheir assets orally other guarantor or person.

5. Subrogation. Upon making any payment hereunder, Guarantor shalt besubrogated to the rights of Northern against Shipper with respect to such payment;provided that Guarantor shall not enforce any right or receive any payment byway of subrogation until all of the Guaranteed Obligations then due shall havebeen paid in full and Northern agrees to take, at Guarantor's expense, such stepsas Guarantor may reasonably request to implement such subrogation.

6. Stay of Acceleration ineffective with Respect to Guarantor. In the event thatacceleration of the time for payment of any amount payable by Shipper under theAgreements is stayed upon the insolvency, bankruptcy or reorganization ofShipper, all such amounts otherwise subject to acceleration or required to be paidupon an early termination pursuant to the terms of the applicable Agreement shallnonetheless be payable by Guarantor,

7. Assignment: Successors and Assigns. This Guaranty shall be binding upon andinure to the benefit of Guarantor and its successors and assigns and Northern andits successors and assigns. Guarantor may not assign its rights and obligationshereunder without the prior written consent of the Northern, which shall not be

Page 16

unreasonably withheld, and any such purported assignment without such writtenconsent shall be void.

8. Amendments and Waivers. No provision of this Guaranty may be amended,supplemented or modified, nor any of the terms and conditions hereof waived,except by a written instrument executed by Guarantor and Northern.

91 Remedies Cumulative, The rights, powers, remedies and privileges provided inthis Guaranty are cumulative and not exclusive of any rights, powers, remediesand privileges provided by law and any other agreement.

10. Limitation, Guarantor's liability hereunder shall be, and is specifically limited to,Payments expressly required to be made by Shipper under the Agreements (evenif such payments are deemed to be damages); provided that, Guarantor shall paall reasonable and documented out-of-pocket fees and expenses incurred andexpended by Northern to enforce this Guaranty and to collect any amounts fromGuarantor owing hereunder, Notwithstanding the foregoing, in no event shallGuarantor be subject hereunder to consequential, exemplary, equitable, special orpunitive damages.

11, Representations and Warranties. Guarantor represents and warrants In Northern asof the date hereof that:

(A) Guarantor is duly incorporated, validly existing and in good standingunder the laws of the jurisdiction of its incorporation and has fullcorporate power to execute, deliver and perform this Guaranty.

(B) The execution, delivery and perfoi'manee of the Guaranty has been andremain duly authorized by all necessary corporate action and do notcontravene any provision of law or of Guarantor's constitutionaldocuments or any contractual restriction binding on Guarantor or itsassets.

(C) All consents, authorizations and approvals of, and registrations anddeclarations with, any governmental authority necessary for the dueexecution, delivery and performance of this Guaranty have been obtainedand remain in full force and effect and all conditions thereof have beenduly complied with, and no other action by and no notice to or filing with,any governmental authority is required in connection with the execution,delivery or performance of this Guaranty.

(D) This Guaranty constitutes the legal, valid and binding obligation ofGuarantor enforceable against Guarantor in accordance with its terms,subject, as to enforcement, to bankruptcy, insolvency, reorganization andother laws of general applicability relating to or affecting creditors' rights

Page 17

and to general equity principles.

12. Notices. All notices required herein shall be in writing and shall be deemeddelivered when received by registered or certified mail or overnight deliveryservice to:

Northern: 1111 South 103 StreetOmaha, NE 68124-1000Attn: Finance DepartmentTelephone: (402) 398-7200Fax: (402) 548-5259

Guarantor:

Telephone:

For infonnaticmal purposes;

CF Industries, Inc.4 Parkway North, Suite 400Deerfield, IL 60015-2590Attn: Director, Raw Materials ProcurementTelephone: 847-405-2448Fax: 847-405-2711

or such other address as either patty may from time to time specify in writing.

13. Governing law and jurisdiction. This Guaranty shall in all respects be governedby, and construed in accordance with, the law of the State of New York, withoutregard to principles of conflicts of laws thereunder (other than Sections 5-1401and 5-1402 of the New York General Obligations Law), Northern (by itacceptance of this Guaranty) and Guarantor each hereby irrevocably: (i) consentsand submits to the exclusive jurisdiction of the United States District Court for theSouthern District of New York, or if that court does not have subject matterjurisdiction, to the exclusive jurisdiction of the Supreme Court of the State ofNew York, New York County (without prejudice to the right of any party toremove to the United States District Court for the Southern District of New York)for the purposes of any suit, action or other proceeding arising out of thisGuaranty or the subject matter hereof brought by Northern, Guarantor or theirrespective successors or assigns; and (ii) waives (to the fullest extent permitted byapplicable law) and agrees not to assert any claim that it is not personally subjectto the jurisdiction of the above-named courts, that the suit, action or proceeding isbrought iii an inconvenient forum, that the venue of the suit, action or proceeding

Page 18

is improper or that this Guaranty or the subject matter hereof may not be enforcedin Or by such court.

4. TO THE FULLEST EXTENT PERMITTED BY LAW, JACH OF THEPARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIALBY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLYARISING OUT OF, UNDER OR IN CONNECTION WITH THISGUARANTY, EACH PARTY FURTHER WAIVES ANY RIGHT TOCONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEENWAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIALCANNOT BE OR HAS NOT BEEN WAIVED,

15 Third Party Beneficiaries, This Guaranty shall not be construed to create any thirdparty beneficiary relationship as to or with any person or entity other thanNorthern,

IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed as ofthe (tale fist above written.

Coiupanyj

By:

Name:

Title:

Page 19

Contract No, 601574-0

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

CF INDUSTRIES, INC.

APPENDIX C-2

IRREVOCABLE STANDBY LETTER OF CREDITDATE OF ISSUANCE:

BENEFICIARY: Northern Natural Gas Company, a Delaware corporationliii South 103"' StreetOmaha, NE 68124-1000Attn: Credit OperationsPhone: (402) 398-7741Fax: (402) 548-5259

Applicant: [Company}[Addrcss1L14yi7ipi.______Attn:Phone:Fax:

Re: Irrevocable Standby Letter of Credit No,: --

Amount (US, Dollars): $_______________________________ Expiration Date:

At the request of [Insert Party's legal name, address and zip code) ("Account Party"), [Insert Bank's legalname, address and zip code] ("Issuing Bank") hereby establishes our irrevocable Standby Letter of Credit("Letter of Credit") in your favor for the aggregate amount of [_J United States Dollars[($j), available to you at sight upon demand at our offices as specified above on or before theexpiration hereof,

Funds under this Letter of Credit are available at sight against your draft drawn on us bearing upon itsface the amount of the draw and the clause, "Drawn under [Name of Financial institution issuing LOC) ofCredit Number [Number] dated [date)," and accompanied by the, following documents:

The original or it COPY of this Letter of Credit and any subsequent amendments, if any;and

A statement purportedly signed by an authorized office,' of Northern Natural Gas Companycertifying that "Shipper is in default of its obligations under one or more agreement(s) betweenShipper and Northern Natural Gas Company, and all applicable notice and cure periods as sotforth in the agreement(s) have expired" and/or that "Shipper has failed to pay its invoice whendue under one or more agreement(s) between Shipper and Northern Natural Gas Company, andall applicable notice and cure periods as set forth in the agreement(s) have expired" and/or that

"Northern Natural Gas Company has contractual obligations with Shipper that extend beyond theapplicable expiration date of the Letter of Credit and Shipper has not provided a substitute Letterof Credit or other eligible security within ninety (90) business days prior to such date; wherefore,Northern Natural Gas Company is drawing upon this Letter of Credit For the entire undrawnamount and will hold the proceeds as security,"

Partial drawings and multiple drawings under this Letter of Credit are permit(ed.All charges of the Letter of Credit are for the account of the applicant.

We hereby engage with you that drafts under and in compliance with the terms and conditions of thisLetter of Credit will be duty honored by us if presented at this office or by overnight courier or byregistered mail on or before the current expiration date.

It is a condition of this Letter of Credit that it shall be considered automatically extended withoutamendment for an additional period of one () year from the present or any future expiration date unlesswe notify you in writing not less than ninety (90) days before such date that we elect not to extend thisLetter of Credit for such additional term, such notice to he sent by registered mail to you at the addressherein, Upon receipt by you of such notice you may draw on us at sight for the balance remaining underthis Letter of Credit within the then applicable expiration date.

Draft presentation before 9:00 AM [Applicable Time Zone] on any Business Day (as defined below) shallbe honored before 5:00 PM (Applicable Time Zone,] on the same Business Day by wire transfer inimmediately available funds to any account designated by an authorized representative ot'the Beneficiary(or any other reasonable means specified by an authorized representative of the Beneficiary) Draftpresentation after 9:00 AM [Applicable Time Zone] and before 5:00 PM [Applicable Time Zone] on anyBusiness Day shall be honored on the following Business Day in immediately available funds to anyaccount designated by an authorized representative of the Beneficiary (or any other reasonable meansspecified by an authorized representative of the Beneficiary). As used in this Letter of Credit, the term"Business Day" shall mean a day other than Saturday or Sunday or any other day in which BankingInstitutions in the State of [Applicable State] are authorized or required by law to close.

The amount which may be drawn by you under this Letter of Credit shall be automatically reduced by theamount of any drawings paid through the Issuing Bank referencing this Letter of Credit No.

This Letter of Credit is subject to and governed by the laws of the State of New York and except asotherwise expressly stated herein, is subject to all provisions of The (Jul/him Customs and Pracv(c'e forDocumentary Credits (2007 Revision), International Chamber of Commerce, Publication No. 600 ("UCP600"), and, in the event of any conflict, the laws of New York, without regard to principles of conflicts oflaw, shall control.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVESANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLYOR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENI'.EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH AJURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIALCANNOT BE OR HAS NOT BEEN WAIVED,

IBANK SIGNATURE]

Page 21

PRECEDENT AGREEMENT

BETWEEN

NORTHERN NATURAL GAS COMPANY

AND

CF INDUSTRIES, INC.

APPENDIX D

Notice of Termination of Precedent Agreement.

In accordance with Paragraph 16 of the Precedent Agreement entered into between Northern

Natural Gas Company and CF Industries, Inc. (Customer) as of (Precedent

Agreement), Customer hereby provides notice to terminate the Precedent Agreement effective

iimnediately. The basis for such termination is as follows:

Final approval from Customer's board of directors has not been received.

By:

Title:

Date:

Page 22

Contract No. 601574-1

AMENDMENT NO. ITO

PRECEDENT AGREEMENTBETWEEN

NORTHERN NATURAL GAS COMPANYAND

CP INDUSTRIES, INC.

WHEREAS, Northern Natural Gas Company (Northern) and CF Industries Nitrogen, LLC (assuccessor by assignment to CF Industries, Inc.) (Customer) entered into a Precedent Agreementdated November 5, 2012, Contract No, 601574-0 (Precedent Agreement); and

WHEREAS, Northern and Customer desire to amend the Precedent Agreement to reflect theagreement to delay the date to agree upon rates and terms as provided in the PrecedentAgreement;

NOW THEREFORE, in consideration of the premises and other good and valuableconsideration, Northern and Customer agree as follows:

1. in Paragraph 14, the date of April 1, 2013 in the first parenthetical shall be changed toMay 1, 2013 and the second parenthetical shall be deleted in its entirety.

2. Paragraphs 15 and 16 of the Precedent Agreement are deleted in their entirely.

3. In the Paragraphs entitled "Contract Term," "Quantities and Points," and "Rates" inAppendix A to the Precedent Agreement, the date of April 1, 2013, shall be changed toMay 1, 2013.

4. Customer agrees that the Precedent Agreement requires that Customer will reimburseNorthern for the Actual Cost, as defined in the Precedent Agreement. Notwithstandingany provision to the contrary, if the Project, as defined in the Precedent Agreement, is notconstructed for any reason, Customer will pay all Actual Costs incurred or committed toby Northørn.

Except as amended above, all terms of the Precedent Agreement shall remain in full force andeffect,

Northern Natural Gas Company

CF Industries Nitrogen, LLC

By:__

Title: '1c ?rt.r Title V ' R ic - (\ i sgj 00Date: 3(ZSR

Date:____________

Contract No. 601574-2

AMENDMENT NO 2TO

PRECEDENT AGREEMENTBETWEEN

NORTHERN NATURAL GAS COMPANYAND

CF INDUSTRIES NITROGEN, LLC

WHEREAS, Northern Natural Gas Company (Northern) and CF Industries Nitrogen, LLC (assuccessor by assignment to CF Industries, Inc.) (Customer) entered into a Precedent Agreementdated November 5, 2012, Contract No, 601574-0 as amended PrecedentAgreeinent); and

WHEREAS, Northern and Customer desire to further amend the Precedent Agreement to reflectagreed upon rates and terms as provided in the Precedent Agreement;

NOW THEREFORE, in consideration of the premises and other good and valuableconsideration, Northern and Customer agree as follows:

1. In parenthetical (1) of paragraph8 of the Precedent Agreement, the phrase "PreliminaryReservation Rate) the Interim Reservation Rate and the" is added immediately before thewords "Agreed-Upon Reservation Rate."

2 The second sentence of Paragraph 14, of the Precedent Agreement is deleted in itsentirety.

3. Appendix A to the Precedent Agreement is deleted in its entirety and replaced with the "1Revised Appendix A" attached hereto and incorporated herein by reference.

4. The second paragraph under "Facilities; Northern Facilities" of Appendix B is deleted inits entirety and replaced with the following:

Northern's facilities, In Norther&s sole determination and discretion, shall bedesigned, constructed, operated, and maintained by Northern in accordance withNorthern's standards and industry standards and codes, including ACA designstandards, where applicable,

Contract No. 601574-2

Except as amended above, all terms of the Precedent Agreement shall remain in full force andeffect.

Northern Natural Gas Company

CF industries Nitrogen, LLC

By: j

Title: J) t4-j' 1'

Date: 6&13Ph)lIpp KochTitle. G P yQhatn

A OF Industries CompanyDate: L, -

^1

q4--

Contract No, 601574-2

PRECEDENT AGREEMENTBETWEEN

NORTHERN NATURAL GAS COMPANYAND

CF INDUSTRIESNETROGEN, LLC

1 REVISED APPENDIX A

Firm Throughput Entitlement

Rate Schedule: TPX

Contract Term: December 1, 2014 through October 31, 2025, subject to any necessary

regulatory approvals, and acceptance of such approvals, and the completion of any Northern

facilities necessary to provide the service contemplated herein,

Quantities and Points: The total contract MDQ shall be:

5,000 Dth/day for the period December 1, 2014 through February 28, 2015,

0 Dth/day for the period March 1, 2015 through March 31, 2015,

44,000 Dthlday for the period April 1, 2015 through July 31, 2015,

80,000 Dtli/day for the period August 1, 2015 through September 30, 2015,

85,000 Dth/day for the period October 1, 2015 through November 30 2015, and

88,000 Dth/day for the period December 1, 2015 through October 31, 2025.

The primary delivery point shall be a new delivery point to be constructed at or neat' Customer's

Port Neal complex in Sergeant Bluff, Iowa (New Delivery Point). The primary receipt points

shall be NBPL/NNG Ventura (P01 #192) and NNG FIELD/MKT Demarcation (P01 # 37654)

with the following MDQs,

December 1, 2014 through Februar y 28, 2015

NNG FIELD /MKT Demarcation 5,000 Dth/day

pr11 1,2015 through July 31, 20115

NNG FIELD /MKT Demarcation 24,640 Dth/day

NBPL/NNG Ventura 19,360 Dth/day

Contract No. 601514-2

August 1, 2015 throu gh September 30, 2015

NNG FIELD /MKT Demarcation

NBPL/NNG Ventura

October 1, 2015 throu gh November 30, 2015

NNG FIELD /MKT Demarcation

NBPL/NNG Ventura

December 1, 2015 throu gh October 31, 2025

NNG FIELD /MKT Demarcation

NBPLThNG Ventura

44,800 Dth/day

35,200 Dth/day

47,600 Dth/day

37 >400 Dth/day

49,280 Dth/clay

38,720 Dth/day

Rates

For the period 12/1/2014 through 2/28/2015, the total reservation rate shall be equal to the rate

set forth below and defined as the Agreed-Upon Reservation Rate (Preliminary Reservation

Rate), in addition to the Preliminary Reservation Rate, Customer shall pay the maximum

commodity rate set forth in Northern's FBRC Gas Tariff, as revised from time to time

(Maximum Commodity Rate).

For the period 4/1/2015 through 7/31/2015, the total reservation rate shall be $0,5598IDtlifday

(Interim Reservation Rate), In addition to the Interim Reservation Rate, Customer shall l)Y a

commodity rate equal to the maximum interruptible transportation rate set forth in Northern's

FERC Gas Tariff, as revised from time to time (IT Commodity Rate)

For the period 8/1/2015 through 10/31/2025, the total reservation rote shall be $0.7598/Dth/day

(Agreed-Upon Reservation Rate). In addition to the Agreed-Upon Reservation Rate, Customer

shall pay Northern's Maximum Commodity Rate,

Customer shall have a one-time option, upon written notice to Northern by 2/1/2015, to continue

the Interim Reservation Rate and the IT Commodity Rate through a date set forth in the notice

but, in no event, later than 6/30/2016, provided that, during that period: (1) less than

10,000 Dth/day is flowing through the New Delivery Point for all calendar days of such month;

or (2) more than 10,000 Dth/day but less than 20,000 Dth/day is flowing through the New

Delivery Point for no more than five calendar days of such month, and, for the remaining days of

Contract No. 601574-2

such calendar month, no more than 10,000 Dth/day is flowing through the New Delivery Point,

If Customer elects this option ) the rates shall be the Interim Reservation Rate and the IT

Commodity Rate for the period 8/1/2015 through the earlier of (1) the date greater than

20,000 Dth/day flows through the New Delivery Point, or (2) the sixth day in any calendar

month where Customer flows greater than 10,000 DIb/day and less than 20,000 Dth/day through

the New Delivery Point; or (3) the date set forth In Customer's notice, but no later than

6/30/2016. Following that date the rates shall be the Agreed-Upon Reservation Rate and the

Maximum Commodity Rate through the term of the Firm Throughput Service Agreement,

The Preliminary Reservation Rate, the Interim Reservation Rate and the Agreed-Upon

Reservation Rate are applicable to all Market Area receipt points and the New Delivery Point. Tf

ally other points are used on either a primary or alternate basis ) including use by any shipper

acquiring tile through capacity release, Customer shall pay a reservation rate of

$0.1 5/Dth/day plus the Agreed-Upon Reservation Rate for the entire contract MDQ and the

Maximum Commodity Rate during the month that any such points are used.

In consideration for the above rates, all gas transportation services for the New Delivery Point

shall be provided for under the Firm Throughput Service Agreement, If another agreement is

used to serve the New Delivery Point, the rates granted herein shall be terminated for any month

In which another agreement is used and Customer shall pay a reservation rate of $0.1 SIDthfday

plus the Agreed-Upon Reservation Rate for the entire contract MDQ and the Maximum

Commodity Rate during the month that any other agreement is used.

In addition to the Preliminary Reservation Rate, the Interim Reservation Rate and the Agreed-

Upon Reservation Rate, Customer shall pay all current and future applicable reservation and

commodity surcharges. Customer shall provide fuel, use and unaccounted for as provided in

Northern's PERC Gas Tariff.

Contract No. 601574-2

Other Terms

Hourly takes of natural gas shall be less than or equal to 4.167 percent (4.167%) of the

Entitlement (1/24 of the MDQ) at the New Delivery Point and any alternate delivery points

(including those used under capacity release) during the term of the Firm Throughput Service

Agreement, provided, however, Northern shall reasonably coordinate with Customer during the

commissioning of the expansion of the Port Neal complex to allow hourly takes of natural gas to

exceed the ihuit set forth in this paragraph if Customer provides advance notice to Northern and

so long as the operational integrity of Northern's system shall be unaffected by such excess,

The Entitlement is subject to the Right of First Refusal as described in Section 52 of Northern's

PBRC Gas Tariff,

Northern agrees to provide service at a pressure of not less than 800 psig at the MDQ set forth

above at the New Delivery Point. Such pressure guarantee is not applicable in the event of Force

Majeure, as defined in Northern's FERC Gas Tariff, or during periods of maintenance on

facilities necessary to effectuate this pressure guarantee, Customer agrees to work with Northern

on a best efforts basis to use Customer's plant compression to provide the required 800 psig

pressure as operational situations may require.

If Northern falls to provide primary deliveries under the Firm Throughput Service Agreement

that are scheduled on Gas Day I (as defined in Northern's FBRC Gas Tarlft) or required on any

Gas Day, the Firm Throughput Service Agreement will be subject to the provisions of the

Section 22 of the General Terms and Conditions of Northern's FERC Gas Tariff with regard to

reservation chargecredits. For purposes of such reservation charge crediting, any reservation

charge credit applicable to the Firm Throughput Service Agreement shall be no greater than

$0.20 Dth/day,

The Firm Throughput Service Agreement shall contain the following language:

TO THE FULLEST EXTENT PERMITTED BY LAW, NORTHERN AND CUSTOMER

WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO

LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN

CONNECTION WITH, THE FIRM THROUGHPUT SERVICE AGREEMENT.

NORTHERN AND CUSTOMER FURTHER WAIVE ANY RIGHT TO CONSOLIDATE

ANY ACTION IN wrncu A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER

ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED,

EXHIBIT J

Exhibit J

Federal Authorizations

West Leg 2014 Expansion Project

Permit or Date Submitted!Date Permit or

Federal Clearance Received,Clearance To Be SubmittedAgency Requested or

Required To Agency ExpectedFederal Energy Certificate for Submitted Section 7 Requested FebruaryRegulatory construction application August 28, 2014Commission and operation 1, 2013(FERC) of interstate

natural gastransmissionpipelinefacilities

Environmental Delegated to Clean Air Act Plan to submit Expect approval noProtection the states permits and application August later than FebruaryAgency (EPA) (Nebraska approvals - air 15, 2013, following 28, 2014

Department of quality finalization of theEnvironmental construction scope and facilityQuality permit for layout[NDEQ] and HomerIowa compressorDepartment of stationNaturalResources{IDNR])Delegated to Clean Water Submitted request Received July 12,the states Act (CWA) for certification 2013, based upon(NDEQ and Section 401 May 15, 2013 May 15 and July 11IDNR) Water Quality Submitted Project alignments

Certification notificationregarding meterstation and pipelinerelocation July 11,2013

Delegated to CWA Section Permits will be Expect permitthe states 402 permits submitted approvals October(NDEQ and for wastewater September 2013 2013TDNR) or stormwater following

discharges consultation withNorthern'scontractor

Permit or Date Submitted!Date Permit or

Federal Clearance Received,Clearance To Be SubmittedAgency Requested orRequired To Agency Expected

Bureau of National Submitted request Received May 28,Indian Affairs Historic for concurrence of 2013, based upon(BIA) - Preservation no affect May 15, May 15 ProjectMidwest Act (NHPA) 2013 alignment; expectRegion Section 106 updated concurrence

consultation to August 2013determine ifthe Project Submitted courtesywill impact notificationreceptors of regarding meterNative station and pipelineAmerican relocation July 11,cultural 2013importance

BIA - Great NHPA Section Submitted request Received June 11,Plains Region 106 for concurrence of 2013, based upon

consultation to no affect May 15, May 15 Projectdetermine if 2013 alignment; receivedthe Project Submitted courtesy July 17, 2013, basedwill impact notification upon July 11, 2013,receptors of regarding meter Project alignmentNative station and pipelineAmerican relocation July 11,cultural 2013importance

Advisory Section 106 Submitted request Received June 14,Council on Consultation, for concurrence of 2013, based uponHistoric NHPA no affect May 15, May 15 ProjectPreservation 2013 alignment; received(ACHP) - Submitted July 26, 2013, basedIowa State notification upon July 11, 2013,Historic regarding meter Project alignmentPreservation station and pipelineOffice relocation July 11,

2013Submitted revised Received July 19,Unanticipated 2013Discoveries PlanJune 21, 2013

Permit or Date Submitted!Date Permit or

Federal . Clearance Received,Clearance To Be SubmittedAgency . Requested orRequired To Agency Expected

ACHP - Section 106 Submitted request Received July 17,Nebraska State Consultation, for concurrence of 2013 based upon MayHistorical NHPA no affect May 15, 15 and July 10 ProjectSociety 2013 alignments

Submitted courtesynotificationregarding meterstation relocationJuly 10, 2013Submitted revised Received June 28,Unanticipated 2013Discoveries PlanJune 21, 2013

National Park No permit Consulted with NPS Approval receivedService (NPS) required— May 15, 2013 June 10, 2013 based

consultation on May 15, 2013for protection Project alignment;of the Lewis Submitted received July 26,and Clark notification 2013, based on JulyNational regarding meter 11 Project alignmentHistoric Trail station and pipeline

relocation July 11,2013 and revisedvisual screeningplan for Homercompressor station

Natural No permit Consulted with Approval receivedResources required - NRCS June 21, June 21 and July 22,Conservation consultation 2013, regarding 2013Service for protection seed mixes and(NRC S) of sensitive restoration

soil and primefarmland

U.S. Army Section 404 Submitted Section Received permitCorp of permit— 404 and Section 10 approval for DodgeEngineers nationwide permit applications County, Nebraska,(USACE)— CWA and May 16, 2013 June 19, 2013, andOmaha District Section 10 Dakota and

Rivers and Woodbury countiesHarbors Act July 2, 2013.and temporary Received July 16,

Permit or Date Submitted! Date Permit orFederal . Clearance Received,

Clearance To Be SubmittedAgency Requested orRequired To Agency Expected

use or Submitted 2013, based on Julyoccupation notification 11 Project alignmentpermit to regarding meterrepair rock station and pipelinestructures on relocation July 11,the Missouri 2013River

U.S. Fish and Delegated to Endangered Submitted request Received July 11,Wildlife USFWS Species Act for concurrence of 2013 from USFWSService Nebraska (ESA) - no affect May 15, Nebraska Field Office(USFWS) - Field Office consultation 2013 based on July 11,Rock Island clearance Submitted 2013 ProjectField Office request for notification alignment

Iowa regarding meterstation and pipelinerelocation July 11,2013

Delegated to Migratory Bird Submitted request Received July 11,USFWS Treaty Act for concurrence of 2013 from USFWSNebraska (MBTA) - no affect May 15, Nebraska Field OfficeField Office protective 2013 based on July 11,

measures Submitted 2013 Projectnotification alignmentregarding meterstation and pipelinerelocation July 11,2013

USFWS - ESA - Submitted request Received July 11,Nebraska Field consultation for concurrence of 2013Office clearance no affect May 15,

request for 2013Nebraska Submitted

notificationregarding meterstation and pipelinerelocation July 11,2013

MBTA Submitted request Received July 11,protective for clearance May 2013measures 15, 2013

Federal Permit or Date Submitted!Date Permit or

AgencyClearance

To Be Submitted Clearance Received,

Required To AgencyRequested or

ExpectedSubmittednotificationregarding meterstation and pipelinerelocation July 11,2013

smmlr

E- - I

COST OF FACILITIES

Materials

$7.719,337

$16,343,485

$812,058

$1,833,491

$190,290

$238,634

Labor

$5,876,537

$10,135,202

$1,577,075

$7,267,880

$365,284

$294,743

$10,000

$10,000

$14,000

$161,000

$6,500

$0

AFUDC

$796,892

$1,519,311

$162,809

$682,983

$36,148

$13,160

Contingencies

$813,192

$426,671

$256,008

$1,227,644

$64,974

$60,338

Northern Natural Gas CompanyExhibit K

Page 1 of IExhibit K - Cost Summary of Project Estimates

Description

remont Compressor Station

Cc.npressor Station

C-Line Extension

CF Industries Branch Line

CF Industries Tie-over Branch Line

CF Industries Meter Station

Total Cost

$18,015,126

$32,923,975

$3,438,252

$1 5,034,505

S75 1.433

$717,121

Right ofWay

$161,000

$265,650

$177,650

$1,492,970

$13,750

$0

Engineering &Inspection Taxes j Freight, I Environmental Overheads

$1,315,500 $99,000 $1,223,669

$1,659,250 $108,900 $2,455,506

$181,580 $96,503 $160,569

$762,340 $1,021,680 $584,517

$43,550 $0 $30,936

$64,000 $0 $46,246

GRAND TOTAL I $70,880,412 I $2,111,020 I $201,500 I $27,137,295 j $25,516,720 I $4,026,220 I $0 I $0

Taxes are included in total cost of materials2 Freight cost are included in total cost of materials

EXHIBIT N

- - I

REVENUES, EXPENSES AND INCOME

Exhibit NPage lof7

NORTHERN NATURAL GAS COMPANYWest Leg Expansion

Estimated Incremental Revenue(IN $000)

LINENO. DESCRIPTION Year 1 Year 2 -

I INCREMENTAL REVENUES I! $ 7,605 $ 20,154 $

Year 3

Year 4 Year 5

24,486

$ 24,486 $ 24,486

2 INCREMENTAL COST OF SERVICE 1/ 12,494 12,045 11,635 11,260 11,012

3 DIFFERENCE $ (4,889) $ 8,109

$ 12,851 $ 13,226 $ 13,474

11 Includes revenues and costs for associated automatic blanket and Section 2.55(a) projects.

Exhibit NPage 2 of 7

NORTHERN NATURAL GAS COMPANYWest Leg Expansion

Estimated Incremental Cost of Service($000)

LineNo. Description Year 1 Year 2 Year 3 Year 4 Year 5

(1) (2) (3) (4) (5)

I Operating Expenses 1! $ 957,772 $ 981,716 $ 1,006,259 $ 1,031,416 $ 1,153,3712 Depreciation and3 Amortization Expenses 21 $1,136,328 $1,136,328 $1,136,328 $1,136,328 $1,136,328

4 Taxes5 Federal Income Tax 3! $ 2,497,955 $ 2,378,875 $ 2,269,371 $ 2,168,437 $ 2,075,2656 State Income Tax 41 $ 477,445 $ 454,684 $ 433,755 $ 414,463 $ 396,6547 Other 5/ $ 512,803 $ 512,803 $ 512,803 $ 512,803 $ 512,803

8 Return @ 9.39% 61

9 Total Cost of Service

1/ Incremental O&M21 From Exhibit N, Page 3, Line 1431 From Exhibit N, Page 7, Line 1241 From Exhibit N, Page7, Line 155/ From Exhibit N, Page 4, Line 261 From Exhibit N, Page 5, Line 5

$ 6,911,342 $ 6,580,598 $ 6,276,454 $ 5,996,111 $ 5,737,327

$ 12,493,645 $ 12,045,005 $ 11,634,971 $ 11,259,557 $ 11,011,749

Exhibit NPage 3of7

NORTHERN NATURAL GAS COMPANYWest Leg Expansion

Estimated Incremental Depreciation Expense($000)

Months inLine

ServiceNo. Description Year I Year I

Year 2 Year 3 Year 4 Year 5

(1)

(2) (3) (4) (5)Rate 1!Depreciation Rate

2 Capital Investments 213 Compression Facilities4 Town Border Stations5 Main Line Extension6 Meter Stations7 Underground Storage8 Branch Line Loops9 Sub-total10 CIAC11 Total

Depreciation andAmortization Expense

12 Depreciation - 1.50%

1.50%

$ 50,938,094$$ 6,035,998$ 2,995,199$$ 15,785,938$ 75,755,229$$ 75,755,229

$ 50,938,094$$ 6,035,998$ 2,995,199$$ 15,785,938$ 75,755,229$$ 75,755,229

$ 50,938,094$$ 6,035,998$ 2,995,199$$ 15,785,938$ 75,755,229$$ 75,755,229

$ 50,938,094$$ 6,035,998$ 2,995,199$$ 15,785,938$ 75,755,229$$ 75,755,229

$ 50,938,094$$ 6,035,998$ 2,995,199$$ 15,785,938$ 75,755,229$$ 75,755,229

12 $1,136,328 $1,136,328 $1,136,328 $1,136,328 $1,136,328

11 Depreciation rate of 1.50% was approved in NNG's Rate Case settlement in Docket No. RPO4-155.21 The total of $75,755,229 is comprised of $70,880,412 from Exhibit K, plus $4,874,817 for associated automatic blanket and Section 2.55(a) projects.

Exhibit NPage 4of7

NORTHERN NATURAL GAS COMPANYWest Leg Expansion

Estimated Incremental Taxes Other($000)

LineNo. Description

I Ad Valorem Taxes

2 Total Taxes - Other

Year 1(1)

$ 512,803

$512,803

Year 2(2)

$ 512,803

$512,803

Year 3(3)

$ 512,803

$512,803

Year 4(4)

$ 512,803

$512,803

Year 5(5)

$ 512,803

$512,803

Exhibit NPage 5 of 7

NORTHERN NATURAL GAS COMPANYWest Leg ExpansionEstimated Return

($000)LineNo. Description Year 1 Year 2 Year 3 Year 4 Year 5

(1) (2) (3) (4) (5)

I Plant 11 $ 75,755,229 $ 75,755,229 $ 75,755,229 $ 75,755,229 $ 75,755,229Less:

Accumulated Provision for2 Depreciation and Amort. ($1,136,328) ($2,272,657) ($3,408,985) ($4,545,314) ($5,681,642)

Accumulated Deferred3 Income Taxes

$ (1,043,286) $ (3,427,939) $ (5,529,415) $ (7,377,521) $ (8,996,105)

4 Total Rate Base

$ 73,575,614 $ 70,054,633 $ 66,816,828 $ 63,832,394 $ 61,077,482

Total Rate of5 Return @ 9.39% 21

$ 6,911,342 $ 6,580,598 $ 6,276,454 $ 5,996,111 $ 5,737,327

6 Return on Equity

$ 4,621,215 $ 4,400,066 $ 4,196,702 $ 4,009,253 $ 3,836,2197 Return on Debt

$ 2,290,127 $ 2,180,532 $ 2,079,752 $ 1,986,858 $ 1,901,108

8 Total Return on Rate Base

$ 6,911,342 $ 6,580,598 $ 6,276,454 $ 5,996,111 $ 5,737,327

11 The total of $75,755,229 is comprised of $70,880,412 from Exhibit K, plus $4,874,817 for associated automatic blanket and Section 2.55(a) projects.21 The 9.39% Rate of Return is based on a pre-tax return of 13.42% as stipulated in NNG's Rate Case settlement In Docket No. RPO4-155.

5.00%

3,787,761

3,787,761

1.50%

1,136,328

(2,651,433)

39.348%

14.50%

10,984,508

10,984,508 -

3.00%

2,272,657

$ (8,711,851) $

23.05%

17,461,580

17,461,580

4.50%

3,408,985

(14,052,595)

30.75%

23,294,733

23,294,733 -

6.00%

4,545,314

$ (18,749,419) $

37.68%

28,544,570

28,544,570

7.50%

5,681,642

(22,862,928)$

Exhibit NPage 6of7

NORTHERN NATURAL GAS COMPANYWest Leg Expansion

Estimated Incremental Deferred Taxes

Line

No. Description

I Tax Plant (Excluding CIAC)

2 Plant Addition

3 Total Plant in Service

6 Accumulated Deferred Tax %7 Accumulated Tax Depreciation %

9 Accumulated Tax DepreciationTax Revenue (CIAC)

12 Acumulated Book Depreciation %:13 Accumulated Book Depreciation % 11

15 Accumulated Book Depreciation

18 Accumulated Excess Tax Depreciation

19 Effective Tax Rate 21

20 Total end of year Accumulated Deferred

21 Taxes Balance - Credit

Year 1 Year 2 Year 3 Year 4 Year 5(1) (2) (3) (4) (5)

$ - $ 75,755,229 $ 75,755,229 $ 75,755,229 $ 75,755,229$ 75,755,229 $ - $ - $ - $ -$ 75,755,229 $ 75,755,229 $ 75,755,229 $ 75,755,229 $ 75,755,229

$ (1,043,286) $ (3,427,939) $ (5,529,415) $ (7,377,521) $ (8,996,105)

11 The 1.50% depreciation rate was approved in NNG's Rate Case settlement in Docket No. RPO4-155.21 Includes composite state income tax rate of 6.6897%.

Exhibit NPage 7 of 7

NORTHERN NATURAL GAS COMPANYWest Leg Expansion

Estimated Federal and State Income Taxes($000)

LineNo. Description Year 1 Year 2

(1) (2)

1 Return on Equity 1/ $ 4,621,215 $ 4,400,0662 Return on Debt 1! $ 2,290,127 $ 2,180,532

3 Total Return $ 6,911,342 $ 6,580,598

Year 3 Year Year (3) (4) (5)

$ 4,196,702 $ 4,009,253 $ 3,836,219$ 2,079,752 $ 1,986,858 $ 1,901,108

$ 6,276,454 $ 5,996,111 $ 5,737,327

Less:Interest expense

Other Adjustments:Amortization of AFUDC Equity 2/

Subtotal

Taxable Income After Adjustments

Federal Income Tax (53.8462% of line 7)

Taxable Income Before Income Taxes

Federal Income Tax Applicable toCommon EquityOther Tax Adjustments

Total Federal Income Tax

State Income Tax Applicable to:Common EquityOther Tax Adjustments

Total State Income Tax(6.6897% of Line 9) 31

$ (2,290,127) $ (2,180,532) $ (2,079,752) $ (1,986,858) $ (1,901,108)

$ 17,843 $ 17,843 $ 17,843 $ 17,843 $ 17,843

$ (2,272,284) $ (2,162,689) $ (2,061,909) $ (1,969,015) $ (1,883,265)

$ 4,639,058 $ 4,417,909 $ 4,214,545 $ 4,027,096 $ 3,854,062

$ 2,497,957 $ 2,378,876 $ 2,269,372 $ 2,168,438 $ 2,075,266

$ 7,137,014 $ 6,796,785 $ 6,483,918 $ 6,195,534 $ 5,929,328

$ 2,488,347 $ 2,369,266 $ 2,259,763 $ 2,158,829 $ 2,065,657

$ 9,608 $ 9,608 $ 9,608 $ 9,608 $ 9,608

$ 2,497,955 $ 2,378,875 $ 2,269,371 $ 2,168,437 $ 2,075,265

$ 475,384 $ 452,635 $ 431,715 $ 412,432 $ 394,632

$ 1,836 $ 1,836 $ 1,836 $ 1,836 $ 1,836

$ 477,445 $ 454,684 $ 433,755 $ 414,463 $ 396,654

4

5

6

7

8

9

1011

12

1314

15

If The 9.39% Rate of Return is based on a pre-tax return of 13.42% as stipulated in NNG's Rate Case settlement in Docket No. RPO4-155.

2/ AFUDC Equity is taxed as it is recovered.

3/ Northern's composite state income tax rate of 6.6897% is the rate underlying NNG's rate case settlement in Docket No. RPO4-155.

EXHIBIT P

I - - I

TARIFF

Exhibit P

NORTHERN NATURAL GAS COMPANY

PROJECT - West Leg 2014

RATE COMPARISON

RPO4-155 SettlementBase Rates 11 Adjusted Rates 21

Rate Difference Percent of Change

RATE SCHEDULETF BASE SUMMER

$5.683

$5488

($0195) -3.4%TF VARIABLE/TIX SUMMER

$5.683

$5.488

($0195) -3-4%TF BASE WINTER $10230

$9879

($0351) -3.4%TF VARIABLE WINTER

$13.866

$13392

($0474) -3-4%TF5/TFX WINTER

$15153

$14636

($0517) -3.4%

ASSUMPTIONS:

1/ RPO4-155 Settlement Base Rates

21 Year I COS = $12.5m

Methodology based on Northerns RPO4-155 Rate Case Settlement.