Kinetica Partners Notice 1731

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KINETICA ENERGY EXPRESS, LLC

BLUEWATER COMPRESSION PROJECT

NON-BINDING OPEN SEASON

Kinetica Energy Express, LLC (“KEE”) is conducting this Non-Binding Open Season (the “Open
Season”) to solicit interest in its proposed Bluewater Compression Project (the “Project”).

The Project is designed to address growing natural gas availability at the Western terminus of
KEE’s Bluewater System (”the Bluewater”) and increased demand at various points along the
Eastern portion of the Bluewater by providing increased capacity from receipt points in western
Louisiana and delivery points in Eastern Louisiana. The Project will provide increased delivery
capacity to major downstream takeaway pipelines which serve LNG projects, river corridor
industrial markets, power generation and processing facilities in Eastern Louisiana area markets.

The Project will not require the construction of any new pipelines, but rather will increase the
delivery capacity of the Bluewater which is currently operated only on the basis of delivery and
receipt point pressure differentials. The Project entails the installation of two Solar T70
compressors at two sites on the KEE system that formerly housed compressors. One compressor
will be installed at KEE’s Pecan Island Station and the other at KEE’s Cocodrie Station. The
Project will increase the Bluewater’s West to East deliverability from approximately 125 million
scf to approximately 500 million scf. The existing Bluewater facilities will accommodate the full
design capacity of the Project and will provide increased receipt and delivery capacity to existing
and future points without any further modification or construction other than that required to make
those connections.

A map showing the proposed compressor locations on the Bluewater is attached as Exhibit C.
Additional system maps are available at https://www.kineticallc.com under the “Maps” tab.

Service is currently anticipated to commence before April 2027.

Open Season/Submission of Non-Binding Bids

This Non-Binding Open Season will commence at 9:00 a.m. CST on September 18, 2025 and
will close approximately thirty (30) days later at 2:00 p.m. CST on October 17, 2025 (the “Open
Season Period”).

Interested parties must submit a completed Non-Binding Bid Form (attached as Exhibit A) to
participate. Bids should be submitted by email to:

•

blake.arnold@kineticallc.com

•

legal@kineticallc.com

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Upon receipt of a completed Bid Form and Confidentiality Agreement, KEE will provide the
potential shipper with the form of binding precedent agreement for the Project (a “Precedent
Agreement”).

The Precedent Agreement will provide each shipper the option to elect:

•

Service at the applicable recourse rate established under KEE’s FERC Gas Tariff (when
effective), or

•

Service at a negotiated reservation rate to be offered by KEE (which may vary depending
on the shipper’s volume commitment, term, and delivery selections).

Participation in this Non-Binding Open Season does not obligate KEE or any bidder to execute
definitive agreements, but will inform KEE’s development, scope, and negotiation of such
agreements.

Project Scope and Capacity

The Project is expected to provide approximately 500,000 Dth/day of firm eastbound capacity
from Acadia and Vermilion Parish(s) Receipt Points to delivery points at or near Terrebonne,
Lafourche and Plaquemine Parish.

Capacity awarded pursuant to this Open Season may be made available through:

1. Installation of new compressors at existing facilities.

2. Modifications, appurtenances, or installation of customary connecting facilities, as needed

to meet the needs of subscribing shippers.

Indicative Terms and Rate Structure

KEE proposes to offer firm transportation service for the Project on either:

•

The applicable recourse rate established under KEE’s current FERC Gas Tariff, or

•

A Fixed Negotiated Rate to be determined with individual shippers based on volume
commitment, term, and delivery point selections.

Indicative negotiated rate range: $0.15 - $0.30 per Dth/day of MDQ.

•

Minimum Primary Term: five (5) years.

•

Fuel, Gas Loss & Unaccounted for (GL&U): Actual.

Shippers will also pay:

•

Applicable commodity charges (if any)

•

Annual Charge Adjustment (ACA) surcharge

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•

Any other applicable charges or surcharges in effect from time to time under KEE’s FERC
Gas Tariff.

Anchor Shipper Status

KEE may designate certain shippers as Anchor Shippers for the Project, based on criteria designed
to encourage early, long-term commitments that support the development and financing of the
Project.

Anchor Shipper Qualification Criteria:

•

A minimum transportation quantity (“MDQ”) commitment of 100,000 Dth/day.

•

A preferred minimum primary term of ten (10) years from the Project commencement date.

•

Execution of a binding Precedent Agreement on or before thirty (30) days after the close
of the Open Season.

Anchor Shipper Benefits:

•

A commitment that Anchor Shippers’ Project Capacity will not be subject to proration in
the event of oversubscription.

•

Contractual extension or renewal rights.

•

Most-Favored Nations (MFN) rate protections.

•

Optional interim capacity if available before the Project in-service date.

The specific qualification criteria and benefits for Anchor Shippers will be set forth in individual
Precedent Agreements negotiated with qualifying shippers.

Interested parties are encouraged to indicate in their Non-Binding Bid Form if they wish to be
considered for Anchor Shipper status.

Receipt and Delivery Points

Primary Receipt Point:

•

Receipt Points

o

Columbia Gulf Egan, Acadia parish Meter No. 012815

o

New constructed points (i.e. NGPL, Sabine, ANR, Trunkline, Bridgeline, Acadian,
Egan Hub, TGT, etc.)

Primary Delivery Point(s) (via [Interconnecting Pipeline] [Name and Meter No.]):

•

Delivery Points

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o

Kinder-Morgan (TGP) Cocodrie Meter No. TBD

o

Boardwalk (Gulf South) Lirette Meter No. TBD

o

Oneok (LIG) Lirette Meter No. 020554

o

Kinder-Morgan (TGP) Port Sulphur Meter No. 024000

o

Venice plant Meter No. 020568

Bidders may also propose other receipt and delivery points for KEE’s consideration on a not
unduly discriminatory basis, subject to capacity and system design.

Evaluation Method and Award Process

Participation in this Open Season shall be considered non-binding.

Upon conclusion of the Open Season Period, KEE will evaluate all Non-Binding Bids using a total
net present value (“NPV”) methodology, consistent with FERC policy. The indicative NPV
calculation will be:

NPV = Σ [R / (1+i)^n]

where:

•

Σ = sum over term months 1 through n

•

R = incremental monthly reservation revenue

•

i = monthly discount factor (0.8333%)

•

n = term in months (minimum 84 months for the minimum primary term, or up to 120
months or more if proposed)

If total requested capacity exceeds available Project Capacity, KEE will:

•

First award capacity to Anchor Shippers (if applicable) that meet the defined criteria.

•

Next award remaining capacity to other bids in descending NPV order.

•

In the case of equal NPVs, allocate capacity on a pro-rata basis.

Non-Discrimination Statement:

KEE will conduct this Open Season, including evaluation and award of capacity, on a not unduly
discriminatory basis, consistent with applicable FERC policy and its FERC Gas Tariff.

FERC Filing Intent:

KEE anticipates filing executed Precedent Agreements with FERC as part of any future certificate
application to demonstrate market support.

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Credit Requirements

Prior to executing any definitive agreements, all shippers must:

•

Demonstrate creditworthiness acceptable to KEE, or

•

Provide alternative credit assurances acceptable to KEE.

Credit evaluation will be consistent with the process outlined in the Precedent Agreement.

Commencement of Service

Transportation service under the Project is anticipated to commence on or about April 2027.

Contact Information

For Bid Submissions and Commercial Inquiries:

•

Blake Arnold, VP Commercial & Business Development

o

Email: Blake.Arnold@kineticallc.com

•

Bill Prentice, VP & General Counsel

o

Email: legal@kineticallc.com

Website for Updates: WWW.Kineticallc.com

Legal Disclaimer

This Non-Binding Open Season is subject to all applicable laws, rules, orders, and regulations of
authorities having jurisdiction.

Participation in this Open Season does not obligate any party to enter into binding transportation
service agreements unless and until such agreements are executed.

All submissions will be treated as confidential and will not be disclosed except as authorized by
the bidder or as required by law or regulation.

Any negotiated rates, terms, and conditions offered in connection with the Project will be subject
to the applicable terms of KEE’s FERC Gas Tariff, and to any necessary FERC approval.

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EXHIBIT A –

NON-BINDING BID FORM – BLUEWATER COMPRESSION PROJECT

A. Bidder Information:

•

Legal Name of Bidder: __________________________

•

Primary Contact: __________________________

•

Title: __________________________

•

Address: __________________________

•

Telephone: __________________________

•

Email: __________________________

B.

Contract Start Date: __________________________

C.

Contract Term (years): __________________________

D.

Maximum Daily Quantity (MDQ): _____________ Dth/day

E.

Reservation Rate:

□ Recourse Rate

□ Negotiated Rate equal to $____________ per Dth/day of MDQ

F.

Primary Receipt Points:

Name/Location

County

State

LOC No.

MDQ (Dth/day)

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G.

Primary Delivery Points:

Name/Location

County

State

LOC No.

MDQ (Dth/day)

H.

Proposed New Primary Receipt/Delivery Points (if any):

•

Latitude/Longitude: __________________________

I.

Credit Information

1. Please provide Bidder’s long-term unsecured debt credit ratings (including Outlook) as of the

date of this Credit Application:

Standard & Poor’s _________Moody’s: ___________

2. Is Bidder operating under federal bankruptcy laws?

□ Yes □ No

3. Is Bidder subject to liquidation or debt reduction procedures under state laws?

□ Yes □ No

4. Is Bidder subject to pending liquidation or regulatory proceedings in state or federal courts?

□ Yes □ No

which could cause a substantial deterioration of Bidder’s financial condition?

□ Yes □ No

5. Is Bidder subject to any collection lawsuits or outstanding judgments which would affect

Bidder’s ability to remain solvent?

□ Yes □ No

6. Are there any overdue amounts owed to KEE by Bidder?

□ Yes □ No

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J.

Additional Financial Information and Documentation

1. Please provide Bidder’s estimated activity under all requested services:

2. Estimated Monthly Volume for all Services:_____ (Dth)

3. Estimated Monthly Transportation/Storage Charges for all services:________

4. Estimated Term (in months) of Capacity Release Request:______

5. Expected Commencement Date for requested service:______

6. If Bidder’s audited financial information is not publicly available, please enclose current

financial statements, annual reports, 10-K or other reports to regulatory agencies, or any
reports from credit reporting agencies which are available.

7. KEE may request additional credit information and documentation in order to perform a

credit evaluation of Bidder.

Incomplete Bid Forms Will Be Declined.

By:_______________

Name:_____________

Title:______________

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EXHIBIT B - CONFIDENTIALITY AGREEMENT

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NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (the “Agreement”), which shall be effective upon the date it has

been executed by the authorized representatives of both Parties, is made by and between Kinetica
Energy Express, LLC (“Kinetica”), a Texas limited liability company, whose address is: 1001
McKinney Street, Suite 900, Houston, Texas 77002, and _____________________________
(“Company”), a ___________________________________________, whose address is
_________________________________________________________. Kinetica and Company
are also referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, in connection with the consideration of a potential transaction between the

Parties, (the “Potential Transaction”), each Party may provide or, have provided on its behalf,
(“Disclosing Party”) certain of its confidential, trade secret, sensitive or proprietary information
relevant to such Potential Transaction (“Confidential Information”) to the other Party
(“Receiving Party”); and

WHEREAS, as a condition to furnishing such Confidential Information, each Party

requires that the Confidential Information be protected from unauthorized use or disclosure and be
used only in evaluating the Potential Transaction in accordance with the provisions of this
Agreement.

NOW THEREFORE, in consideration of the mutual obligations herein, the Parties, agree

as follows:

1. Confidentiality.

Subject to the terms and conditions of this Agreement, the Receiving Party agrees to protect

and hold in strict confidence the Confidential Information furnished to it by the Disclosing Party.
Confidential Information shall include, without limitation, any information that the Disclosing
Party considers proprietary, trade secret, or confidential, including any non-public information
with respect to its rates, fees, tariffs, costs, or other pricing information, and any plans, documents,
studies, reports, drawings or information containing or derived from Confidential Information.

Confidential Information also shall include any information or material obtained by the

Receiving Party from, or disclosed to the Receiving Party by, the Disclosing Party or any third
party on the Disclosing Party’s behalf in relation to the Potential Transaction and/or the Disclosing
Party’s business and investment activities, the fact that the Confidential Information has been made
available to the Receiving Party or which the Receiving Party has inspected through on-site visits
at the Disclosing Party’s offices or other facilities, the fact that discussions with respect to any
Potential Transaction are taking place or other facts with respect to these discussions, including
the status thereof, including, but not limited to, contractual arrangements, term sheets, plans,
strategies, tactics, policies, analyses, forecasts, compilations, studies, interpretations, financial
data, intellectual property, market data and methods, financial reports, cost and performance data,
balance sheets, portfolio information, income statements, cash flow statements, statements of
shareholder equity, debt arrangements, equity and/or debt structure, accounts receivable reports,
accounts payable reports, compensation plans, and asset holdings and any memoranda or notes
related to or derived in any way from any of the foregoing.

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Confidential Information shall not include (i) information which at the time of disclosure

to the Receiving Party by or on behalf of the Disclosing Party is available in the public domain
without violation of a confidentiality obligation; (ii) information which, after disclosure to the
Receiving Party, becomes available in the public domain other than by means of a breach of this
Agreement, or any other obligation of confidentiality, by the Receiving Party or otherwise; (iii)
information which was lawfully within the Receiving Party’s possession prior to its being provided
to the Receiving Party by or on behalf of the Disclosing Party, provided that the source of such
information was not itself subject to any confidentiality agreement or other duty of confidentiality
in respect thereof; or (iv) information independently developed by the Receiving Party without
reference to any of the Disclosing Party’s Confidential Information.

2. Limited Use.

Each Receiving Party agrees not to disclose, distribute or disseminate the Disclosing

Party’s Confidential Information to any person or entity and not to use such Confidential
Information in any manner except with respect to evaluation of the Potential Transaction as
provided herein and for no other purpose without the express written consent of the Disclosing
Party. This Agreement itself and the fact that the Parties are discussing the Potential Transaction
shall also be deemed Confidential Information.

For the avoidance of doubt, the Receiving Party hereby specifically agrees that except as

otherwise provided herein, Confidential Information shall not be disclosed to any third party, that
the Confidential Information shall be kept strictly confidential, and that the Receiving Party shall
not disclose any of the Confidential Information in any manner.

3. Authorized Disclosures.

For purposes of this Agreement, the term “Representative(s)” shall mean the directors,

officers and employees of the Receiving Party, and to the extent they receive Confidential
Information, their consultants, professional advisers, potential financing sources, agents and/or
affiliates and/or contract employees. Each Party agrees that its Confidential Information may be
provided to those Representatives of the Receiving Party who have undertaken to comply with the
restrictions on disclosure set forth in this Agreement and be bound by it as though they were
original Parties hereto. The Receiving Party shall remain fully responsible for compliance with
the requirements of this Agreement when its Representatives use or handle the Disclosing Party’s
Confidential Information. The Receiving Party shall release, defend, indemnify, and hold
harmless the Disclosing Party from and against any and all claims, losses, and damages of any
kind or character arising out of the improper disclosure or use of any Confidential Information by
any of its Representatives.

For the purposes of this Agreement, affiliate(s) shall mean, with respect to any specified

Party, any other person or entity which directly or indirectly through one or more intermediate
persons or entities controls, or is controlled by, or is under common control with, such Party and
who need to know such Confidential Information for the purpose of evaluating the Transaction or
if the Disclosing Party has given its prior written consent.

The Receiving Party may disclose Confidential Information to the extent to which it is

compelled to do so by law, order or regulation in connection with any legal or regulatory

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proceeding to which the Receiving Party may be subject provided that the Receiving Party, to the
extent permitted by applicable law or regulation, immediately advises the Disclosing Party of the
possibility of any such compulsory disclosure and reasonably cooperates with the Disclosing Party
in any effort to obtain protection from disclosure for such Confidential Information. It shall be
prerequisite to such compelled disclosure that, to the extent practicable and legally permissible,
the Disclosing Party shall be given prompt notice in writing of the existence, terms and
circumstances of any such requirement prior to the Receiving Party making any disclosure
pursuant to this clause and that the Receiving Party provide reasonable opportunity and assistance
to the Disclosing Party in any attempt by the Disclosing Party to prevent or limit such disclosure.

In the absence of a protective order or other remedy or the receipt of a waiver by the

Disclosing Party, the Receiving Party or its Representatives shall disclose only that portion of the
Confidential Information that is advised by counsel to be legally required and the Receiving Party
shall exercise its commercially reasonable efforts to preserve the confidentiality of the
Confidential Information.

4. Ownership.

All Confidential Information shall remain the property of the Disclosing Party and the

Receiving Party shall have no license, right, title or interest in such Confidential Information.

5. Relief.

The Parties agree that the unauthorized use or disclosure of Confidential Information would

cause irreparable harm and/or significant injury for which the Disclosing Party would not have an
adequate remedy at law. Each Party understands and agrees that money damages might not be a
sufficient remedy for any breach or threatened breach of this Agreement, therefore, the Parties
agree that in the event of any violation of this Agreement, without limiting any other rights and
remedies that may otherwise be available to the Disclosing Party, the Disclosing Party shall be
entitled to injunctive or other equitable relief to prevent or abate the disclosure or use of the
Disclosing Party’s Confidential Information. Such equitable remedies shall, however, not be
exclusive and shall be in addition to any other remedies which the Disclosing Party may have at
law or in equity. Each Party shall be responsible for any breach of this Agreement by its
Representatives.

6. Right to Disclose.

Each Disclosing Party warrants that it has the right to disclose the Confidential Information

pursuant to this Agreement. No Disclosing Party makes any other representation or warranty,
express or implied, with respect to any Confidential Information, including with respect to the
completeness or accuracy thereof. The Disclosing Party, its Affiliates, their officers, directors
and employees shall have no liability whatsoever with respect to the use of or reliance upon the
Confidential Information by the Receiving Party and the Receiving Party hereby agrees to release
the Disclosing Party from all responsibility and liability for errors in or omissions from the
Confidential Information.

7.

Return of Confidential Information.

Upon the request of the Disclosing Party and, in any event, upon the termination or

expiration of this Agreement, the Receiving Party shall promptly return all copies of the
Confidential Information, including any documents in any media derived from or containing such

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Confidential Information (including without limitation, all memoranda, notes and information
derived therefrom), or at the Disclosing Party’s option, shall destroy, or permanently erase from
electronic media, all such copies and documents in all media containing Confidential Information,
and certify such destruction or erasure in writing. Copies in electronic network system backups
may be retained with the backup so long as no attempt is made to access the Confidential
Information. The Receiving Party may return the Confidential Information, or any such documents
or media, or any part thereof, to the Disclosing Party at any time.

Notwithstanding the foregoing, Receiving Party and its Representatives may retain one or

more copies of the Confidential Information for the purpose of defending any claim related to this
Agreement or any transaction related hereto. Those copies of the Confidential Information shall
remain subject to the requirements of this Agreement, notwithstanding the expiration or
termination of this Agreement.

8. Term.

Unless terminated earlier by written notice, this Agreement shall remain in force for two

(2) years from the date it is effective as provided in the preamble. The confidentiality obligations
of the Parties shall survive for an additional one (1) year after the termination or expiration of this
Agreement.

9. Securities Laws.

Both parties hereby acknowledge that each Party is aware, and, as appropriate, will advise

its Representatives who are apprised of this matter, that the laws in various jurisdictions prohibit
any person who has received material non-public information (i.e. market sensitive information)
about an issuer from purchasing or selling the securities of such issuer or from communicating
such information to any other person under circumstances in which it is reasonably foreseeable
that such person is likely to purchase or sell such securities in violation of those laws. Both Parties
further acknowledge that Kinetica is regulated by the FERC and, as a result, is subject to the
regulations and orders of the FERC that in some cases deal with the subject matter of this
Agreement. Those regulations and orders shall prevail in the event of any conflict with the terms
of this Agreement.

10.

General.

THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY,

INTERPRETATION, PERFORMANCE, AND ENFORCEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS, NOTWITHSTANDING ANY CONFLICT-OF-LAWS DOCTRINES
OF SUCH STATE OR OTHER JURISDICTION TO THE CONTRARY. ALL MATTERS
LITIGATED BY OR BETWEEN THE PARTIES THAT INVOLVE THIS AGREEMENT
OR, THE RELATIONSHIP OF THE PARTIES, OR RELATED MATTERS HEREUNDER
SHALL BE BROUGHT ONLY IN THE STATE OR FEDRAL COURTS IN HARRIS
COUNTY, TEXAS.

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EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES

ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT OR ACTION ARISING OUT
OF OR RELATED TO THIS AGREEMENT AND AGREES THAT THIS WAIVER IS A
MATERIAL TERM OF THIS AGREEMENT.

If any term or provision of this Agreement is contrary to or in conflict with any requirement

of applicable law, then that term or provision shall be modified to the extent necessary to comply
with the applicable law.

This Agreement contains the entire understanding between the Parties with respect to the

subject matter of this Agreement and shall supersede all prior oral or written communications,
negotiations, understandings, or agreements.

The Parties specifically disclaim any express or implied partnership or joint venture

relationship between them, regardless of the actions of the Parties. The Parties also disclaim, to
the fullest extent permitted by law, any fiduciary duties they may owe to or may be owed from one
another.

This Agreement may not be amended except in writing and signed by an authorized

representative of each Party. The Parties shall remain responsible for their respective
Representatives’ compliance with the amended Agreement.

This Agreement shall inure to the benefit of and be binding upon the Parties’ respective

permitted successors, assigns and transferees; provided, however, that this Agreement shall not be
assigned by either Party without the other Party’s prior written consent and in no event shall either
Party be relieved of any of its respective obligations hereunder. Any purported assignment in
violation of the foregoing shall be null and void and not enforceable, it being acknowledged and
agreed that a merger, acquisition, reorganization or sale of the assets of either Party shall not
constitute a permitted assignment hereof.

This Agreement may be executed in counterparts, and it shall not be necessary for the

signature of each Party to be on every counterpart hereof. Each counterpart shall be deemed to be
an original, all of which shall be merged together and constitute one and the same instrument.
Counterparts may be provided by electronic scan or fax, which shall be effective when received.
When such electronic copies are provided, the Parties shall provide each other with hard copies
with original signatures within three business days.

SIGNATURES FOLLOW

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be

executed by their duly authorized representatives.

KINETICA ENERGY EXPRESS, LLC

By:

Name:

Title:

Date: _______________________________

COMPANY

By:

Name:

Title:

Date: _______________________________

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EXHIBIT C - MAP