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Arkansas Western Gas 1001 Sain Street Company Ju# 4 10 31 Ill P 0 Box 1288 '01 Fayetteville, 72702-1288 A subsidiary of Southwestern Energy Company (501) 521-5400 FAX (501)521-0328

June 1,2001

Via Federal Express Overnight Delivery

Ms. Diana Wilson Arkansas Public Service Commission 1000 Center Street Little Rock, AR 72201

RE: In the Matter of the Application of Arkansas Western Gas Company for a Certificate of Environmental Compatibility and Public Need to Construct, Operate, and Maintain a Certain Natural Gas Pipeline

Dear Ms. Wilson:

Attached please find the original and fourteen (14) copies of Arkansas Western Gas Company's Application for a Certificate of Environmental Compatibility and Public Need to Construct, Operate and Maintain a Certain Natural Gas Pipeline, along with a filing fee check in the amount of $500.00. Please return one file-marked copy of the Petition to me in the enclosed self-addressed, stamped envelope.

Your assistance in this matter is appreciated.

Yours truly,

BQ!JEFFREY L. DANGEAU, General Counsel and Secretary

JLD:mdm

Enclosure

ccJenc: All parties of record J3ti LI i; 33. $'\*I '0 I ARKANSAS PUBLIC SERVICE COMMISSION

: 7 r -; :') IN THE MATTER OF THE APPLICATION 1 k vi WI. <- 1.2 OF ARKANSAS WESTERN GAS COMPANY ) FOR A CERTIFICATE OF ENVIRONMENTAL ) DOCKET NO.O/- /f[- COMPATIBILTY AND PUBLIC NEED TO ) CONSTRUCT, OPERATE, AND MAINTAIN ) A CERTAIN NATURAL GAS PIPELINE 1

APPL ICAT1 0 N

EXHIBIT A System Map

EXHIBIT B Proposed Line Location

EXHIBIT C Environmental Impact Statement

EXHIBIT D-1 Balance Sheet

EXHIBIT D-2 Statement of Income

EXHIBIT D-3 State ment of Su rplu s

EXHIBIT D-4 Pro Forma Balance Sheet

EXHIBIT E Summary of Costs

EXHIBIT F Design and Construction Specifications

EXHIBIT G Public Notice and Newspaper Map

EXHIBIT H Applicant's Articles of Incorporation Already on File with the Commission and Incorporated by Reference ARKANSAS PUBLIC SERVICE COMMISSION

IN THE MATTER OF THE APPLICATION ) OF ARKANSAS WESTERN GAS COMPANY ) FOR A CERTIFICATE OF ENVIRONMENTAL ) DOCKET NO. COMPATIBILTY AND PUBLIC NEED TO ) CONSTRUCT, OPERATE, AND MAINTAIN ) A CERTAIN NATURAL GAS PIPELINE )

AP PL I CAT10 N

Arkansas Western Gas Company (“Applicant”) hereby requests that the

Arkansas Public Service Commission (“Commission”) issue a Certificate of

Environmental Compatibility and Public Need, pursuant to Ark. Code Ann. §23-18-501 et. seq. allowing the Applicant to construct, operate, and maintain a natural gas pipeline in Washington County, Arkansas and in support of its request states:

I. Description of Applicant

The name and address of the Applicant are:

Arkansas Western Gas Company P.O. Box 1288 Fayetteville, Arkansas 72702

Applicant is duly incorporated under the laws of the State of Arkansas, a copy of

Applicant’s Articles of Incorporation, including all amendments thereto, is presently on file with the Arkansas Public Service Commission, and said Articles are hereby made part of this Application as Exhibit “H”

Applicant is engaged in the transmission and distribution of natural gas at retail in

Franklin, Washington, Madison, Crawford, Johnson, Benton, Carroll, Boone, Logan

-2- Marion, Stone, Izard, Baxter, Clay, Green, Craighead, Mississippi, and Crittenden

Counties, Arkansas.

II. Proposed Facility

Applicant proposes to construct and operate a natural gas pipeline consisting of approximately 13,700 feet of 838” wrapped pipe as part of its transmission system.

The primary route for the proposed 848” pipeline will begin at a point approximately

200 feet east and 1,340 feet north of the Southwest corner of Section 15, Township 17

North, Range 30 West (the Applicant’s Trout Farm Valve), then extend generally in a northeast direction to a point approximately 1,650 feet west and 300 feet north of the

Southeast corner of Section 11, Township 17 North, Range 30 West (the Applicant’s

Midway Valve) all in Washington County, Arkansas. The proposed pipeline will parallel the Applicant’s existing pipeline where possible. Due to growth and development and also to minimize impact on established residential areas, new rights of way will be required for approximately 86% of the route.

The alternate route, as shown on Exhibit “B” will have the same points of beginning and ending as the primary route, but is located generally to the south of the primary route along existing right of way. The alternate route was rejected because it would require the disturbance of 52 well established homes and yards and would be more expensive and time consuming.

Attached hereto as Exhibit “A” is a map of the Company’s system showing the proposed facilities in relationship to rest of the Company’s system. Attached hereto and

-3- marked Exhibit “B” is a detailed map of the proposed line, including primary and alternate routes, to which reference is made for the exact location of said line.

111. Public Need and Reasons for Construction

The present and future public convenience and necessity require construction and operation of the proposed pipeline for the following reasons:

1. To allow Applicant to meet existing and future growth of the northwest

Arkansas area which is placing ever-increasing load requirements on the

Applicant’s transmission system.

2. To allow Applicant to receive gas purchased from off system suppliers.

3. To provide reliable access to interstate gas markets to supplement the

Applicant’s System Supply and to increase competitive options for

transportation to Applicant’s system.

The proposed pipeline will enable Applicant to receive more gas through its Harmon interconnection with Reliant Energy’s line OM-I .

IV. Estimated Cost

The estimated overall cost of the proposed facility is $443,750. A summary of the estimated cost of the proposed construction is attached hereto and made part hereof as Exhibit “E.”

-4- V. Financing

The source of funds for such construction shall be the Applicant’s general cash flow from operations. The Applicant has identified no other reasonable financing alternatives due to the relatively small cost of the project in relation to the Applicant’s cash flow and capital structure.

VI. Specifications and Pipeline Safety Compliance

The proposed line will be constructed and tested in accordance with the

Arkansas Pipeline Code to qualify it to operate at 720 PSlG working pressure in a Class

3 location. An outline of the design and construction specifications for this project is attached hereto and made part hereof as Exhibit “F”.

VII. Materials and Labor

Applicant proposes to furnish the pipe and other materials for this project. The labor required, including the ditching, backfilling, laying and welding will be done by a competent contractor to be selected. Contractors have not yet been selected, nor has the material been purchased. There will be no affiliation between the Applicant and other parties to construction contracts or materials contracts.

VIII. Construction Schedule

Applicant desires to begin construction of the proposed pipeline in August 2001.

Construction should be completed within 60 days thereafter.

-5- IX. Gas Supply

The source of supply for the line will be the Applicant’s general gas supply and gas supplied by Shippers using the line for transportation.

X. Environmental Impact

The Applicant has made a study of the probable environmental impact of the facility. In the Applicant’s opinion, the facility will not have any substantial adverse environmental impact. Attached hereto and made part hereof as Exhibit “C”,is the

Applicant’s detailed statement of environmental impact and discussion of alternate routes.

XI. Economic Impact

The economic or financial impact of the construction and operation of the facility on the Applicant and the local community where the facility is to be constructed will be minimal due to the size of the proposed facility in relation to the size of the Applicant and economy of the communities. Gas delivered through this facility will be sold or transported under the terms and conditions of the Applicant’s rate schedules effective from time to time pursuant to the authority of the Commission. Energy costs of the customer will be affected by the construction of the facility to the extent that the facility adds to the rate base of the Applicant. The proposed pipeline also has the potential for a favorable impact on gas costs because it will improve competitive options for delivery of gas supplies to Applicant’s system.

-6- XII. Financial Information

In compliance with Rule 7.08.(a) of the Commission’s Rules of Practice and

Procedure, the following financial exhibits are attached hereto and made part hereof:

D-I Balance Sheet D-2 Statement of Income D-3 Statement of Surplus D-4 Pro Forma Balance Sheet

The estimated useful life of the proposed pipeline is in excess of forty years. Applicant believes the pipeline has no reuse potential and that the cost of removal is likely to exceed its salvage value at the end of its useful life.

XIII. Additional Permits

Applicant will not require any additional franchises or permits from municipalities, counties, or other authorities in connection with the proposed construction except as described in this paragraph. Necessary street crossing permits will be acquired from the City of Springdale, and hydrostatic water discharge permits will be acquired from the

Arkansas Department of Environmental Quality in the normal course of construction.

Right of way will be purchased from property owners along the proposed route.

XIV. Public Notice

Attached hereto and marked Exhibit “G”is a copy of the map and public notice published pursuant to Rule 7.07(b)(2) of the Commission’s Rules of Practice and

Procedure. Public officials and property owners will be notified of this application and/or provided copies of the application as required by Ark. Code Ann. §23-18-513. Applicant will file proof of publication of the public notice and map at a later date. Copies of this

-7- application are available for public inspection at Applicant’s Fayetteville, Arkansas business office located at 1001 Sain Street and at the following public libraries in

Washington County, Arkansas:

Fayetteville Library Springdale Library Washington County 217 E. Dickson 1205 W. Maple Library System Fayetteville, Arkansas Springdale, Arkansas 217 E. Dickson Fayetteville, Arkansas

WHEREFORE, for the foregoing reasons, Arkansas Western Gas Company requests that the Commission issue an order granting it a Certificate of Environmental

Compatibility and Public Need authorizing it to construct, operate, and maintain a certain natural gas pipeline herein described and all other proper relief.

Respectfully Submitted,

VGeneral Counsel and Secretary Arkansas Western Gas Company P. 0. Box 1288 Fayetteville, AR 72702

- 8- VERI FI CAT1 0 N

The undersigned hereby certifies that he has read the foregoing Application and that the statements contained therein are true and correct to the best of his knowledge and belief.

Director, Pipeline Operations

-9- Southwestern N Energy Company A M I SS 0 U R I u W$ E / 1 i I I nS i I ! EUREKA SPRINGS i I I Od> BERRYVIUE I i I

FT.SMITH I Y-

EXHIBIT “C” ENVl RONMENTAL IMPACT STATEMENT Trout Farm Valve to Midway Valve 838”

Location:

The proposed 8-5/8”pipeline will begin at a point approximately 200 feet east and 1,340 feet north of the Southwest corner of Section 15, Township 17 North, Range

30 West (the Applicant’s Trout Farm Valve), then extend generally in a northeast direction to a point approximately 1,650 feet west and 300 feet north of the Southeast corner of Section 11, Township 17 North, Range 30 West (the Applicant’s Midway

Valve) all in Washington County, Arkansas.

Geology and Soils:

The soils of this specific area in northern Washington County Arkansas are predominately Captina-Nixa-Pickwick association. This association is on a broad plateau. Its gradient is mainly 1 to 8 percent. Along some small streams there are steep V-shaped draws 50 to 150 feet deep and about 300 to 600 feet wide. Individual areas are 1 mile to 5 miles wide and 5 to 15 miles long. All of the hard-rock parental material in Washington County is of the Pennsylvanian and Mississippian Systems of the Paleozoic Era. The bedrock in this specific area of the county is cherty limestone. It is part of the Ozark Plateaus Region, specifically the Springfield Plateau. The association is about 1,000 to 1,450 feet above sea level. The Captina and Pickwick soils developed in loamy materials essentially free of gravel. The Nixa soils developed in cherty limestone. Topography:

Topographically, the proposed right of way ranges from approximately 1,I 80 feet above mean sea level at the western end of the project at Trout Farm Valve located in

Section 15, Township 17 North, Range 30 West to approximately 1,310 feet above mean sea level at the east end of the proposed project at Midway Valve located in

Section 11, Township 17 North, Range 30 West. Overall the terrain along the route is primarily flat to gently sloping with the extremes in elevation being at the east and west ends of the proposed project. As stated, there are no adversely steep slopes along the proposed route thus erosion should not be a significant problem. During construction, where required, temporary erosion control including silt fence and straw bales shall be utilized, where required, to control temporary erosion. Following construction, erosion will be controlled with revegetation of the right of way.

Physiography:

Physically, the proposed pipeline route is approximately 91% open land and 9% timber and fence line scrub. Where possible the Company’s existing pipeline right of way shall be utilized for this project. Use of this existing right of way is limited due to residential development along this existing right of way. To utilize the existing right of way for this proposed project would have significant impact on the residents of the existing route. This impact would include temporary removal of dozens of yard fences and temporary relocation of other yard items. The current land usage along the proposed route is primarily residential and open pasture land. The remaining pasture land area is rapidly developing and being reduced to small acreages for residential

-2- development. Any timber to be removed is associated with existing fence lines and does not contain any virgin growth. No notable free flowing streams are to be crossed in the scope of this proposed project. Two minor wet weather branches and numerous existing man made drainage ditches are the only watercourses to be crossed. Erosion in the vicinity of the watercourses will be controlled by the use of silt fences and bale filters as required. Approximately 3,200 feet of the project will parallel existing railroad right of way.

Construction:

The project will involve crossing four paved city streets and one railroad. The street and railroad crossings will be completed using the dry bore method. Permits for these crossings will be obtained from the appropriate city and local authorities.

In general, the right of way will be cleared to a width of 50 feet with timber and brush disposed of according to the property owners’ instructions. Following clearing, the trench will be excavated to provide a minimum of 36” of cover. Backfill of the trench will follow as soon as the pipe is installed. Following construction and basic clean up operations, permanent erosion control facilities will be built as needed. The entire construction right of way will be graded, fertilized and seeded with appropriate grasses.

Water necessary for hydrostatic testing in accordance with the Arkansas Pipeline Code will be obtained from the local water distribution company. Upon completion of testing, the water shall be sampled, tested, filtered and discharged in accordance with the

Arkansas Department of Environmental Quality.

-3- Rare and Endangered Species:

Currently, nineteen species of animals are found on the Federal list of endangered or threatened species in Arkansas (see attached list “Threatened and

Endangered Species of Arkansas” - Arkansas Game and Fish Commission). Of these, eight species are found in northwest Arkansas. They are the Indiana bat, the gray bat,

Ozark big eared bat, American Burying Beetle, Cave Crayfish, Ozark Crayfish Bald

Eagle and red- cockaded woodpecker. There are no known or reported cave sites in vicinity of the project, which would eliminate the possibility of interference with any of the bats or crawfish on the endangered species list. Since the area of the proposed project is in a developed residential and municipal area existing habitat for the remaining species is quite limited thus expectation to encounter any wildlife on the project is quite limited. For these reasons, we expect there will be no adverse impact an any species of wildlife including those which are on the federal rare and endangered list.

Fauna in the construction area will experience temporary impact due to the project. However, the increased food supply and the “edge effect” should offset any temporary adverse effects on any possible area wildlife.

Genera I:

Any environmental effects which cannot be avoided during the course of construction include temporary erosion of the right of way during and temporary silting of wet weather branches during heavy rainfall. In order to minimize the effects of

-4- erosion during construction, only that ground cover which must be disturbed will be removed. All natural and man made drainage will be maintained.

Inasmuch as the ground cover will be restored as soon as practical after construction, we expect very little in the way of irreversible or irretrievable commitment of natural resources beyond those mentioned above. In addition the proposed right of way does not cross any established parks or recreation areas, nor any known sites of historic or archaeological value.

Alternate Routes:

One alternate route was considered for this project (see Exhibit “B”). The alternate route would follow the Company’s existing pipeline right of way that contains an existing 4-1/2” pipeline. Where practical this route is to be utilized for the proposed project. This entire alternate route, utilizing the existing right of way, was rejected due to the impact upon the residents which the existing pipeline traverses. A large portion of the existing pipeline traverses well established residential areas and would place substantial impact upon the residents. These adverse impacts would include temporary dismantling of yard fences, relocation of miscellaneous yard fixtures and obstructions created by other utilities which basically have filled the existing right of way through the years. To utilize the existing pipeline right of way would disturb 52 well established residential homes and yards. Right of way restoration, utilizing the alternate route, would be significantly more expensive given the tedious and slow nature of yard by yard restoration. For these reasons, the alternate route was rejected in favor of the proposed route.

-5- Threatened & Endangered Species of Arkansas (Arkansas Game and Fish Commission)

Alligator, American Bat, Gray Bat, Indiana Bat, Ozark Big-Eared Beetle, American Burying Cavefish, Ozark Crayfish, Cave Darter, Leopard Eagle, Bald Falcon, American Peregrine Fatmucket , Arkansas Pearlymussel, Curtis’ Pearlymussel, Pink Musket Pocketbook, Fat Pocketbook, Quachita Rock Pocketbook, Speckled Shagreen, Magazine Mountain Sturgeon, Pallid Tern, Least Woodpecker, red-Cockaded

-6- EXHIBIT D-I

ARKANSAS WESTERN GAS COMPANY

BALANCE SHEETS DECEMBER 31,2000 AND 1999

2000 1999 (in thousands) ASSETS

GAS DISTRIBUTION PLANT, at cost $199,417 $243,537 Less: Accumulated depreciation and amortization 88,353 104,788 111,064 138,749

GAS IN UNDERGROUND STORAGE, noncurrent 11,818 12,663

CURRENT ASSETS: Cash 846 443 Accounts receivable 36,349 22,689 Under-recovered purchased gas costs 12,942 - Inventories, at average cost 10,339 12,632 Other 1,333 1,440

61 I 809 37,204

OTHER ASSETS 4.120 2.115 $188,811 $190.731

CAPITALIZATION AND LIABILITIES

CAPITALIZATION: Common stock, no par value, 2,000 shares authorized, issued and outstanding $ 53,214 $ 53,214 Retained earnings 16,575 22.796 Total shareholder's investment 69,789 76.010

CURRENT LIABILITIES: Accounts payable 12,743 5,747 Taxes payable 2,918 2,104 Customer deposits 4,799 6,021 Deferred income taxes payable 10,910 1,868 Over-recovered purchased gas costs 1,230 Other 1.186 1,571 32,556 18,541

NOTES PAYABLE TO PARENT 64,658 71,109

DEFERRED INCOME TAXES PAYABLE 19.966 22,160

DEFERRED INVESTMENT TAX CREDITS 1.314 1,433

OTHER LIABILITIES 528 1,478 $188,811 $190,73 1

The accompanying notes are an integral part of these statements. EXHIBIT D-2 rn m ARKANSAS WESTERN GAS COMPANY m STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,2000 AND 1999 le

2000 1999 (in thousands) . OPERATING REVENUES: Gas sales $144,595 $124,425 Gas transportation 4,901 6,208 Other 1,739 1,787 151.235 132,420 OPERATING EXPENSES: Purchased gas costs 93,992 68,876 Operating and general 33,129 35,792 Depreciation and amortization 6,625 7,186 Taxes, other than income taxes 2,834 3,379 136,580 115,233

OPERATING INCOME 14.655 17,187

INTEREST EXPENSE: Interest on notes payable to parent 4.1 86 4,090 Other interest 440 426 Allowance for borrowed funds used during construction (18) 0 4.608 4,502 OTHER INCOME (EXPENSE): , Allowance for equity funds used during construction 29 22 Other 2,571 0 2.600 (282) m INCOME BEFORE PROVISION FOR INCOME TAXES 12.647 12,403

PROVISION (BENEFIT) FOR INCOME TAXES: Current (2,3091 3,973 3 Deferred 7,177 798 4,868 4,771

NET INCOME $ 7.779 $ 7,632

3 The accompanying notes are an integral part of these statements. 8 EXHIBIT 0-3 8 8 ARKANSAS WESTERN GAS COMPANY 8) STATEMENTS OF CASH FLOWS a FOR THE YEARS ENDED DECEMBER 31,2000 AND 1999 8

9 2000 1999 (in thousands) 9 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 7,779 $ 7,632 a Adjustments to reconcile net income to net cash provided by operating activities, net of Missouri asset sale m Depreciation and amortization 7,018 7,611 Deferred income taxes 7,177 798 m Gain on sale of Missouri assets (3,209) - Change in operating assets and liabilities: * Accounts receivable (16,651) 474 Inventories 63 7,671 Taxes payable 1,199 31 Accounts payable 7,917 (1,843) Customer deposits (58) 386 Overlunder-recovered purchased gas costs (14,104) (273) Other current assets and liabilities (383) 3 Net cash provided by (used in) operating activities (3,252) 16.457

CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (5,993) (7,124) Sale of Missouri assets 32,000 - (Increase) decrease in gas stored underground 845 (1,572) Other (2.746) 2,868 Net cash provided by (used in) investing activities 24.106 (5.828) m CASH FLOWS FROM FINANCING ACTIVITIES: %I Net decrease in notes payable to parent (6,451 1 (600) Dividend to parent /14.000) { 10.000) m Net cash used in financing activities (20.451) (10,600) INCREASE IN CASH 403 29 CASH AT BEGINNING OF YEAR 443 414 CASH AT END OF YEAR $ 846 u

The accompanying notes are an integral part of these statements. EXHIBIT D-4

Arkansas Western Gas Company Pro Forma Balance Sheet December 31,2000 Giving Effect to the Construction of Property (in thousands)

Pro Forma Adjustments Pro Forma Line No. 2000 Debit Credit Balance ASSETS 1 Gas Distribution Plant, at cost $ 199,417 $ 426 $ 199,843 2 Less: Accumulated depreciation and amortization 88,353 88,353 3 11 1,064 1 11,490

4 Gas in Underground Storage, noncurrent 11,818 11,818

Current Assets: 5 Cash 846 $ 426 420 6 Accounts receivable 36,349 36,349 7 Under-recovered purchased gas costs 12,942 12,942 8 Inventories at average cost 10,339 10,339 9 Other 1,333 1,333 10 6 1,809 61,383

11 Other Assets 4,120 4,120 $ 188,811 $ 426 $ 426 $ 188,811

CAPITALIZATION AND LIABILITIES Common stock, no par value, 2,000 shares authorized, 12 issued and outstanding $ 53,214 $ 53,214 13 Retained earnings 16,575 16,575 14 Total shareholder's investment 69,789 69,789

Current Liabilities: 15 Accounts payable 12,743 12,743 16 Taxes payable 2,918 2,918 17 Customer deposits 4,799 4,799 18 Deferred income taxes payable 10,910 10,910 19 Other 1,186 1.186 20 32,556 32,556

21 Notes payable to parent 64,658 64,658

22 Deferred income taxes payable 19,966 19,966

23 Deferred investment tax credits 1,314 1,314

24 Other liabilities 528 528 25 $ 188,811 $ -$ - $ 188,811 EXHIBIT D-4 (cont.)

Arkansas Western Gas Company Pro Forma Adjustments December 31,2000 Giving Effect to the Construction of Property

Line No. Debit Credit Proforma Adjustment 1 1 101 .OO Gas Plant in Service 2 365.02 Right of Way $ 25,000 3 367.01 Mains 401.250 4 101.OO Gas Plant in Service 426,250

5 131.00 Cash 426,250 6 $ 426,250 $426,250

7 To record the proposed construction of 13,700' of 8-5/8" wrapped steel 8 pipe, 0.188" wall thickness, Grade API-5LX-46. ERW, PE, beveled for 9 welding with TF-3 coating. EX HI B IT “ E”

SUMMARY OF COSTS Trout Farm Valve to Midway Valve 8-5/8”

13,700 feet of 8-5/8” wrapped steel pipe, 0.188” wall thickness, Grade API-5LX-42, ERW, PE, beveled for welding with TF-3 coating @ $6.50/ft $ 89,050.00

Valve Setting Materials @ $30,000 $ 30,000.00

Miscellaneous Materials and Cathodic Protection $ 12,000.00

Right of Way Expense $ 25,000.00

Contract and Company Labor @21 .oo/ft $287,700.00

TOTAL $443,750.00 EXHIBIT “F”

DES IG N AND CONSTRUCT1ON S PEClFI CAT1 ON S

I. Pipe Specifications:

8-518’’O.D., steel line pipe, 0.188” wall, 16.94 Ib/fl, Grade API 5LX-42, ERW, DRL, P.E., beveled for welding, coated with TF-3.

II. Design Strength:

P== xFxExT D

P= (2) (42,000) (0.188) (0.5) (1) (1) 8.625

P= 91 5 psig

Ill. Welding Specifications and Inspection of Welds:

The welding specifications will be in accordance with the API Standard 1104 as set out in Subpart “E” of the Arkansas Gas Pipeline Code. Welding inspection (visual and radiographic) will be performed in accordance with Sections 192.241 and 192.243 of Subpart “E” of the Arkansas Gas Pipeline Code.

IV. General Construction and Installation Specifications:

In general the pipeline will be constructed and installed according to the Arkansas Gas Pipeline Code, particularly Subparts “E”, “G”, “I”, and “J”. The specifications will include, but are not limited to, the following items:

1. 36” cover, 24” in consolidated rock 2. 72” cover in creeks, 36” in consolidates rock 3. 12” minimum clearance with other underground structures

V. Corrosion Control:

Cathodic protection will be applied to the pipeline in accordance with Subpart “I” the Arkansas Pipeline Code. The method of cathodic protection for this pipeline will be provided by sacrificial anodes. VI. MAOP:

The MAOP of this line shall be set at 720 psig in accordance with Subpart “L”, Section 192.619 of the Arkansas Pipeline Code.

VII. Pressure Testing:

The completed line shall be hydrostatically tested in accordance with Subpart “J” of the Arkansas Gas Pipeline Code to qualify for an operating pressure of 720 psig in a Class 3 location. The test pressure shall be a minimum of 1,080 psig at the point of greatest elevation. The test shall be held for a minimum of 8 hours.

VIII. The pipeline route is primarily in a Class 3 location as defined by the Arkansas Pipeline Code.

-2- EXHIBIT “G” PUBLIC NOTICE

Notice is hereby given that pursuant to the requirements of Subsection (c) of Section 5 of the “Utility Facility Environmental Protection Act” (Act 164 of the 6gth General Assembly of the State of Arkansas, Regular Session, 1973), Arkansas Western Gas Company will, on or about the 4th day of June, 2001, file with the Arkansas Public Service Commission , P.O. Box 400, Little Rock, Arkansas 72203-400, an Application for a Certificate of Environmental Compatibility and Public Need covering the construction, ownership, and operation of a certain “major utility facility” know as the Trout Farm to Midway 8” Pipeline addition to its transmission system. Filed with said Application will be certain Exhibits, including an Environmental Impact Statement which will describe in detail the gas transmission line and its effect on upon the environment and ecology. The Application to be filed states that Arkansas Western Gas Company will construct, operate, and maintain upon tracts of land in Washington County, Arkansas an 8-518’’gas transmission line beginning at a point approximately 200 feet east and 1,340 feet north of the Southwest corner of Section 15, Township 17 North, Range 30 West (the Applicant’s Trout Farm Valve), then extend generally in a northeast direction to a point approximately 1,650 feet west and 300 feet north of the Southeast corner of Section 11, Township 17 North, Range 30 West (the Applicant’s Midway Valve) all in Washington County, Arkansas. The above route includes portions of the following described lands:

The NW % of the SW % , the SW % of the NW %, the SE % of the NW %, the SE % of the NW %, the NW Xi of the SE %, and the South Half of the NE Xi of Section 15 all in Township 17 North, Range 30 West.

The NW % of Section 14 all in Township 17 North, Range 30 West.

The SE 1/4 of the SW %, the SW % of the SE % of Section 11 all in Township 17 North, Range 30 West.

The purpose of this line is to: (1) allow Applicant to meet existing and future growth of the Northwest Arkansas area which is placing ever increasing loads on the Applicant’s transmission system; (2) allow Applicant to receive gas purchased from off system suppliers; and (3) to provide reliable access to interstate gas markets to supplement the Applicant’s System Supply while increasing competitive options for the delivery of gas to Applicant’s sytem.

The transmission line will be built primarily upon rights of way to be acquired. The proposed route is depicted by the dashed line on the following map. An alternate route which was considered and rejected by the Company is also depicted on the map. The Application described in this Notice states that the construction of the facilities described in it are in the public interest. The Application also states that the facilities will have no substantial adverse environmental impact and that the financial impact of the facilities will be minimal.

Intervention or limited appearances may be filed by any person, firm, corporation or organization with the Arkansas Public Service Commission, P.O. Box 400, Little Rock, Arkansas 72203-400, and must be filed within thirty days after the Application is filed, in the absence of good cause shown for delay. The Commission will conduct a public hearing at which time it will hear evidence of general economic and environmental impact of the proposed facility, as opposed to individual objections to the presence of the facility. Compensation for damages is not awarded by the Commission. Compensation is awarded by the Circuit Court in an eminent domain proceeding if the applicant and the landowner cannot settle privately. The purpose of this hearing is to choose the location with the least generally adverse economic and environmental consequences and, in the course of selecting such a location, the Commission may modify one of the proposed locations if it is in the public interest.

Copies of the Application are on file at the office of the Arkansas Public Service Commission and at the Fayetteville office of Arkansas Western Gas Company located at 1001 Sain Street, and are available for public inspection during business hours of each day except Saturday, Sunday and Holidays.

Arkansas Western Gas Company 1001 Sain Street Fayetteville, AR 72701

19 CERTIFICATE OF SERVICE PROPERTY OWNERS

I, Jeff Dangeau, General Counsel and Secretary for Arkansas Western Gas Company, certify that I have served a copy of the Public Notice of Filing a request to build a major utility facility with the Arkansas Public Service Commission by mailing a copy thereof postpaid, certified mail, return receipt requested, to each of the following property owners this 1st day of June, 2001.

1. Dale D. and Cara C. Altmeier 2. National Brands Leasing 4269 Redwood P.O. Box 773 Springdale, AR 72762 Fort Smith, AR 72902

3. City of Springdale, AR 4. One Springdale, Inc. 201 N. Spring St. 1200 Henryetta Springdale, AR 72764 Springdale, AR 72762

5. Dorcas M. Curtis, Rev. Trust 6. David M. Slone, AKA David M. Slone, 3936 Carley Rd. and Ramah Sue Slone Springdale, AR 72762 #5 Lovers Lane Fayetteville, AR 72701

7. Kent Hoyle Dobbs, Jr. 8. Tyson Foods, Inc. and Constance B. Dobbs P. 0. Box 2020 3071 Timber Ridge Dr. Springdale, AR 72765 Springdale, AR 72762

9. Dunnerstock Development, Inc. IO. Kurt William and Kim D. Peterson 4257 Gabel Dr. 4004 Clark Fayetteville, AR 72703 Springdale, AR 72762

11. JHT, LLC 12. Willow Bend Estates, Inc. Chuck Erwin 1200 Henryetta 6311 Ranch Dr. Springdale, AR 72762 Little Rock, AR 72223

13. N. Bryan and Denise R. Kriegner 14. Donald Ray and Marie Morris 3870 Carley Road 4912 Trout Farm Rd. Springdale, AR 72762 Springdale, AR 72762

15. National Brands Leasing 4208 Johnson Rd. Springdale, AR 72762

Signed and acknowledged this 1st day of June, 2001

mangeau, GeralCounsel & Secretary Axansas Western Gas Company P. 0. Box 1288 Fayetteville, Arkansas 72702 CERTIFICATE OF SERVICE PUBLIC OFFICIALS AND AGENCIES

I, Jeff Dangeau, General Counsel and Secretary for Arkansas Western Gas Company, certify that I have served a copy of the attached Application to the Arkansas Public Service Commission for a Certificate of Environmental Compatibility and Public Need to construct, operate, and maintain a certain natural gas pipeline by mailing a copy thereof postpaid, certified mail, return receipt requested, to each of the following on this 1st day June, 2001.

1. Director Arkansas Department of Environmental Quality 8001 National Drive One Capitol Mall Little Rock, AR 72201

2. Director Arkansas Economic Development Commission One Capitol Mall Little Rock, AR 72201

3. Director Department of Health 4815 West Markham Little Rock, AR 72205

4. Director Arkansas State Highway & Transportation Department 10324 Interstate 30 Little Rock, AR 72209

5. Director Arkansas Department of Commerce One Capitol Mall Little Rock, AR 72201

6. Director Arkansas Game & Fish Commission 2 Natural Resources Drive Little Rock, AR 72205

7. The Honorable Governor of the State of Arkansas State Capitol Little Rock, AR 72201 Certificate of Service - Page 2

8. Director The Department of Local Services One Capitol Mall Little Rock, AR 72201

9. Director Department of Finance and Administration 1509 West Seventh Little Rock, AR 72201

IO. Arkansas State Department of Energy One Capitol Mall Little Rock, AR 72201

11. Arkansas National Heritage Department 1500 Tower Building 323 Center Street Little Rock, AR 72201

12. The Honorable Mark Pryor Attorney General of the State of Arkansas 200 Tower Building 323 West Center Little Rock, AR 72201

13. Director Department of Parks & Tourism One Capitol Mall Little Rock, AR 72201

14. Director Commissioner of State Lands State Capitol Little Rock, AR 72201

15. Mr. Jim Holt, Representative P. 0. Box 7221 Springdale, AR 72766

16. Mr. David Bisbee, Senator 14068 Pyramid Drive Rogers, AR 72758 Certificate of Service - Page 3

17. Mr. John Brown, Senator 17900 Ridgeway Drive Siloam Springs, AR 72761

18. Mr. Jim Bob Duggar, Representative 2101 Johnson Road Springdale, AR 72762

19. Mr. Jerry Hunton Washington County Judge 280 North College Fayetteville, AR 72701

20. Mr. Jerre Van Hoose Mayor of Springd a Ie 201 Spring Street Springdale, AR 72764

21. Mr. Richard Long Mayor of Johnson P. 0. Box 563 Johnson, AR 72741

22. Mr. George Holmes Chairman Washington County Planning Board 10650 High Ocean Rd. Lincoln, AR 72774

Signed and acknowledged this 1st day of June, 2001.

n

Arkansas Western Gas Company P. 0. Box 1288 Fayetteville, Arkansas 72702