Information Memorandum & Notice of Binding - Energy Transfer

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1 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 1 INFORMATION MEMORANDUM & NOTICE OF BINDING OPEN SEASON Issued by EASTERN GULF CRUDE ACCESS, LLC For the EASTERN GULF CRUDE ACCESS PIPELINE PROJECT June 5, 2013

2 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 2 DISCLAIMER This Information Memorandum & Notice of Binding Open Season (Open Season) has been prepared by Eastern Gulf Crude Access, LLC (Eastern Gulf) for the Eastern Gulf Crude Access Pipeline (EGCAP). The issuance of this Open Season should not be taken as any form of commitment on the part of Eastern Gulf to proceed with the EGCAP Project or any other transaction. This Open Season is not intended to form the basis of any investment decision by a potential shipper and should not be considered as a recommendation by Eastern Gulf or any Eastern Gulf affiliate in relation to the EGCAP Project. In furnishing this document, neither Eastern Gulf nor any of their respective representatives is obliged to provide the recipients with access to any additional information or to update this document or additional information or to correct any inaccuracies therein which may become apparent. Nevertheless, Eastern Gulf reserves the right to amend or replace this Open Season at any time and the information contained in this Open Season is subject to change or amendment without notice. The description of agreements and other documents contained in this Open Season, if any, are summary only, and such summaries are qualified in their entirety by reference to the complete text of such agreements and other documents. Recipients of this Open Season should be aware of the following: Eastern Gulf may at any time conduct discussions and negotiations with any number of prospective shippers and on any basis with any prospective shippers as it or they consider appropriate, including different bases for different prospective shippers. Any changes to the terms of this Open Season will be reflected on the Open Season webpage (accessed via the following: www.energytransfer.com/ops_egca.aspx, without prior notice, and interested parties are solely responsible for following such changes without further notification by Eastern Gulf. Negotiations may be withdrawn and discontinued with respect to any or all prospective shippers at any time and any or all proposals or offers may be rejected at any time without any obligation or liability by Eastern Gulf or any Eastern Gulf affiliate. In each case above Eastern Gulf may act in its sole and absolute discretion without giving any reasons and without any liability or obligation of any kind. Under no circumstances shall Eastern Gulf, any Eastern Gulf affiliate, or any of their respective directors, officers, employees, agents, attorneys, advisers and representatives, be responsible for any costs or expenses incurred by any recipient or for any other liability, howsoever arising, incurred by any recipient, in each case, in connection with any investigation or evaluation of the EGCAP Project. This Open Season and the other Open Season documents are informal marketing documents, and they establish no contractual relationship between or among Eastern Gulf, or any of its affiliates, and any party who receives them. This Open Season is intended to be used solely for the EGCAP Project and is not intended to be in lieu of the requirements of FERC or any applicable federal and state laws.

3 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 3 Information Memorandum & Notice of Binding Open Season Eastern Gulf Crude Access, LLC Eastern Gulf is pleased to announce its binding Open Season to solicit shipper commitments for priority committed transportation service on EGCAP. Once constructed and placed in-service, EGCAP will be capable of receiving crude oil from the Patoka Hub near Patoka, Illinois, for transportation and delivery of such crude oil to refineries along the Mississippi River and the Louisiana Gulf Coast, with a terminus at the St. James Hub near St. James, Louisiana. Depending on the needs of committed shippers, EGCAP will be capable of transporting up to 420,000 barrels per day (bpd) of crude oil to refineries along the pipeline route and to the St. James Hub. Eastern Gulf is offering transportation service that will commence in Q2 2016, but is also capable of starting service to shippers as early as mid-2015, subject to shipper interest in an earlier in-service date. As set forth below, EGCAP may also elect to deliver crude oil to LOOP LLCs (LOOP) crude oil storage facilities in Clovelly, Louisiana (Clovelly Storage Facility), subject to sufficient expressions of shipper interest through binding shipper subscriptions in this Open Season. This binding Open Season commences on June 5, 2013, and will conclude at 5:00 p.m. (CDT) on July 19, 2013 (Open Season Period). To facilitate committed shippers ability to source barrels from Enbridge (U.S.) Inc.s Lakehead System, this Open Season is being held contemporaneously with an open season by Enbridge Pipelines (Illinois) LLC for crude oil transportation service on its announced Southern Access Extension Pipeline (SAX Pipeline). Through the SAX Pipeline, committed shippers on EGCAP will be able to obtain crude oil transportation service from an interconnection with Enbridges Lakehead System at Flanagan, Illinois, for delivery to EGCAP at the Patoka Hub. Contact information for further details regarding the SAX Pipeline is provided further below.

4 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 4 EGCAP Scope EGCAP is being developed as the timeliest, most reliable, and most cost effective transportation option for linking the rapidly increasing supplies of crude oil capable of being delivered into the Patoka Hub to over 3 million bpd of refining capacity along the Mississippi River, in Memphis, Tennessee, Baton Rouge, Louisiana, and in the vicinity of St. James, Louisiana and to the rest of the eastern Gulf Coast refinery complex. Multiple proposed and existing pipeline systems deliver crude oil into the Patoka Hub. As noted above, Enbridge Pipeline (Illinois) LLC announced its intention to develop the SAX Pipeline, based on a successful initial open season held between December 12, 2012, and January 18, 2013, for receipt of crude oil at Flanagan, Illinois, for local delivery to the Patoka Hub. Contemporaneously with this Open Season, Enbridge is holding a second open season for transportation service on the SAX Pipeline for delivery to EGCAP. The SAX Pipeline will have an anticipated capacity of up to 800,000 bpd of crude oil, subject to the levels of committed shipper subscriptions on the SAX Pipeline. Additionally, crude oil is currently capable of being delivered into the Patoka Hub through the following pipeline systems:

5 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 5 TransCanada Corporations Keystone Pipeline Mustang Pipe Line LLCs Mustang Pipeline Marathon Pipeline LLCs Woodpat Pipeline (Roxanna & Wood River Lines) Enbridge Inc.s Ozark Pipeline (through Woodpat Pipeline) Spectra Energy Corporations Platte Pipeline (through Woodpat Pipeline) Together, including the SAX Pipeline, these pipelines will be capable of delivering approximately 1.8 million bpd of crude oil to the Patoka Hub. Currently, EGCAP is designed to have interconnections that will allow it to receive crude oil from Enbridges SAX Pipeline and TransCanadas Keystone Pipeline. Parties seeking additional interconnections at the Patoka Hub are encouraged to contact Eastern Gulf regarding their interest as early as possible during the Open Season. For transportation service downstream of the Patoka Hub to the eastern Gulf Coast refinery complex, EGCAP offers the significant advantage of predominantly utilizing existing pipeline assets and rights of way. Transportation on EGCAP from the Patoka Hub to the St. James Hub will be provided through the conversion to crude oil service of approximately 574 miles of existing 30-inch diameter natural gas pipeline, as well as the construction of approximately 200 miles of new pipeline (including operational tankage and appurtenant facilities, the EGCAP Project). Thus, nearly 75% of the confirmed route of the EGCAP Project is comprised of existing pipeline.1 Moreover, nearly the entire route is anticipated to be on, or adjacent to, existing pipeline or other utility rights of way. At the St. James Hub, multiple existing and proposed crude oil terminals will provide connectivity for further deliveries to area refineries, third party pipelines, and marine vessels. EGCAP will have direct connectivity to at least one existing terminal at the St. James Hub. Connectivity at the St. James Hub will provide committed shippers with pipeline access to the following refineries: 1 Depending on the requirements of committed shippers, Eastern Gulf anticipates that EGCAP will include direct connections to one or more refineries, potentially increasing or reducing this percentage.

6 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 6 ExxonMobil Corporations Baton Rouge Refinery (Capacity: 503,500 bpd) Placid Refining Company LLCs Port Allen Refinery (Capacity: 56,000 bpd) Marathon Petroleum Corporations Garyville Refinery (Capacity: 522,000 bpd) Motiva Enterprises LLCs Convent Refinery (Capacity: 235,000 bpd) Alon USAs Krotz Springs Refinery (Capacity: 74,000 bpd) Shippers will also have access to marine loading for inland and ocean-going vessels. Further information about connectivity at the St. James Hub will be available to requesting parties that have executed a confidentiality agreement to cover commercially sensitive materials regarding EGCAP and the EGCAP Project. Additionally, the EGCAP route offers the opportunity for direct connections to those refineries that are noted with an in the above list. As early as possible during the Open Season, interested parties should submit requests for direct connections to particular refineries in the vicinity of the EGCAP route or in the vicinity of the St. James Hub, if desired. Additionally, Eastern Gulf is soliciting shipper interest in this Open Season for transportation service to a delivery point at LOOPs Clovelly Storage Facility in Clovelly, Louisiana, under their transportation service agreements for service on EGCAP. Deliveries by EGCAP to LOOPs Clovelly Storage Facility would provide committed shippers with direct pipeline access to the following refineries: Valero Energy Corporations St. Charles Refinery (Capacity: 270,000 bpd)* Motiva Enterprises LLCs Norco Refinery (Capacity: 220,000 bpd)* Royal Dutch Shell plcs St. Rose Refinery (Capacity: 55,000 bpd)* Phillips 66 Companys Alliance Refinery (Capacity: 247,000 bpd)** Chalmette Refining/Chalmette (Capacity: 192,500 bpd)** Valero Energy Corporations Meraux Refinery (Capacity: 135,000 bpd)** * Through Shell Pipeline LLCs Norco Pipeline ** Through CAM Pipeline Proposed Commitment Options Overview This Open Season provides potential shippers with the opportunity to obtain committed transportation service on up to 90 percent of the overall capacity of EGCAP with commitment levels starting at 10,000 bpd. As further detailed in the Open Season materials available to interested parties that have executed a confidentiality agreement to cover commercially sensitive materials regarding EGCAP and the EGCAP Project, each shipper making a volume and term commitment on EGCAP (a Committed Shipper) will obtain priority committed transportation service by agreeing to ship the specified daily volume of crude oil on EGCAP at the specified committed rate applicable to the Committed Shippers subscription level, all as set forth in the Committed Shippers final TSA.

7 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 7 Consistent with the regulations and policies of the Federal Energy Regulatory Commission, Eastern Gulf will hold in reserve a minimum 10 percent of the overall capacity on the EGCAP system for uncommitted shippers that elect to make timely monthly nominations (Uncommitted Shippers). Uncommitted Shippers do not make volume or term commitments, are not required to sign a binding TSA, and are charged the standard tariff rates for transportation, subject to the terms and conditions in the applicable rules and regulations. Open Season Documents Upon request, Eastern Gulf is providing the following documents as part of this Open Season package to interested parties that sign confidentiality agreements to cover commercially sensitive materials regarding EGCAP and the EGCAP Project: Supplemental Open Season Overview Transportation Service Agreement (TSA) Rules and Regulations Tariff Should the total volume of requests for capacity on any route made by qualifying, potential Committed Shippers submitting executed TSAs exceed 90 percent of that routes capacity, capacity will be awarded to potential Committed Shippers based upon the basis of the highest net present value per contract to the lowest net present value per contract, taking into account the term and applicable rates requested by each potential Committed Shipper. Further details regarding the allocation procedures are available in the Supplemental Open Season Overview. Binding Open Season Bid Process Potential shippers that wish to become Committed Shippers should submit their binding bids for capacity by completing, executing, and submitting two copies of a TSA no later than 5:00 PM CDT on July 19, 2013. All TSAs must be executed by an authorized representative of the bidding company. Eastern Gulf retains the sole and exclusive right to determine whether to proceed with the EGCAP Project. However, Eastern Gulf will notify bidders within 45-days of the close of the Open Season of its decision to seek final senior management approval of the project or to terminate the project. Bids should be timely submitted via hand delivery, courier, or e-mail to: Damon Daniels Vice President Commercial Interstate Energy Transfer Partners, L.P. 1300 Main St. Houston, Texas 77002 Telephone: (713) 989-7920 Email: [email protected] Prospective Committed Shippers are advised to review the Open Season documents carefully, and direct any questions concerning the Open Season, or any requests for information to any of the following:

8 EASTERNGULFCRUDEACCESSPIPELINEPROJECT 8 Lee Hanse Executive Vice President Energy Transfer Partners, L.P. 800 E Sonterra Blvd #400 San Antonio, Texas 78258 Telephone: (210) 403-6455 Email: [email protected] Damon Daniels Vice President Commercial Interstate Energy Transfer Partners, L.P. 1300 Main St. Houston, Texas 77002 Telephone: (713) 989-7920 Email: [email protected] Chad Choate Director Commercial Operations Energy Transfer Partners, L.P. 3738 Oak Lawn Ave. Dallas, TX 75219 Telephone: (214) 981-0741 Email: [email protected] Eastern Gulf may, at its sole discretion, but is not required to, reject any executed TSA that is deemed incomplete or inconsistent with the terms and conditions outlined in this Open Season package, the Supplemental Open Season Overview, the TSA, or the Rules and Regulations Tariff (as any of the same may be amended or modified), or is received after the close of the Open Season, 5:00 PM CDT on July 19, 2013. In the event Eastern Gulf determines, at its sole option, not to proceed with the EGCAP Project, then Eastern Gulf will so notify potential Committed Shippers by way of notice, and neither the potential Committed Shipper nor Eastern Gulf will have any further commitments to each other or otherwise in regards to the EGCAP Project. SAX Pipeline Open Season Information regarding the open season for Enbridges SAX Pipeline should be addressed to the following: Robert Dulik Senior Manager, Business Development Enbridge Pipelines Inc. 3000 Fifth Avenue Place 425 - 1st Street S.W. Calgary, Alberta T2P 3L8 Canada Telephone: (403) 231-5713 Email: [email protected]

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