Sabine Pipe Line Notice 269

SABINE PIPE LINE LLC
NOTICE OF PRE-SETTLEMENT EFFORTS FOR UPCOMING FERC RATE CASE

Sabine Pipe Line LLC (“Sabine”) will hold an informational session via Microsoft Teams on Monday,
December 4, 2023 beginning at 1:00 pm Central Standard Time. The purpose of this session is to update
Sabine’s customers on its plans regarding the general rate case currently required to be filed with the Federal
Energy Regulatory Commission by July 1, 2024 and initiate an effort to pre-settle the rate.
As a requirement to attend the Microsoft Teams meeting and to view the materials that will be presented by
Sabine, participants must complete the attached confidentiality agreement, or “CA.”
To ensure that you are registered for the session, please return the completed, executed CA to Sabine by
close of business on Friday, December 1, 2023. The executed CA should be emailed to:
ashley.stevens@enlink.com.
Once a completed CA is returned, Sabine will provide a Microsoft Teams meeting link. Parties that do not
execute the CA will not be permitted to attend the session.
Although the prior settlement requires Sabine to file a new rate case, we recognize that settlement is a more
efficient approach for all parties. Sabine will also discuss the possibility of a pre-settlement with its
customers during the session and currently plans to submit an offer at that meeting.

















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CONFIDENTIALITY AGREEMENT

This Agreement ("Agreement" or "Confidentiality Agreement") is entered into by and between
Sabine Pipe Line LLC (“Sabine”) and [Counterparty] (“Participant”) and sometimes referred to herein
individually as a "Party" or collectively as "Parties."

l. Sabine is currently required to make a rate change filing at the Federal Energy Regulatory
Commission ("Commission") under Section 4 of the Natural Gas Act ("Filing") by July 1, 2024. Prior to
Sabine’s Filing with the Commission, the Parties desire to enter into discussions among themselves and
other interested parties (the “Sabine Pre-Filing Settlement Discussions") for the purpose of attempting to
reach a final settlement with respect to such filing (“Pre-Filing Settlement").

2.
During the Sabine Pre-Filing Settlement Discussions, it may be necessary for one Party (a
''Disclosing Party") to release certain Confidential Information to the other Party (a "Receiving Party"). Both
Parties acknowledge the proprietary rights of documents, materials, and information provided by the other
Party. As used in this Agreement, the term "Confidential Information" shall mean all information,
regardless of the form in which it is communicated or maintained (whether oral, written, electronic, or
visual) and whether it is specifically identified by the Disclosing Party as confidential, which is disclosed by
the Disclosing Party to the Receiving Party in connection with the Sabine Pre-Filing Settlement Discussions,
and includes all reports, analyses, notes, or other information that are based on, contain, or reflect any
such Confidential Information.

3.
The Receiving Party agrees that Confidential Information received from the Disclosing
Party will be disclosed only to those directors, officers, employees, agents, affiliates, independent
contractors or representatives of the Receiving Party which have a "need to know" for the sole purpose
of evaluating the ability of such Party to reach a Sabine Pre-Filing Settlement (the "Permitted Uses"). Each
of such directors, officers, or employees who are permitted access to the Confidential Information
received from the Disclosing Party shall be advised by the Receiving Party of the terms of this Agreement
and shall agree to comply with such terms. Any affiliate, agent, independent contractor or representative
of the Receiving Party shall agree to be bound by the terms of this Agreement before the Receiving
Party will permit said affiliate, agent, independent contractor or representative access to any Confidential
Information.

4.
From time to time, as part of the Sabine Pre-Filing Settlement Discussions, Sabine may
choose to disclose Confidential Information by posting it on a specified secure website that only allows
authorized users to access the information posted on it (the "Website"). If Participant wants to have
access to such Website, then it must designate one or more Authorized Representatives (as defined in
Exhibit A hereto) in the manner set forth in Exhibit A. Participant agrees that Exhibit A of this
Agreement, attached hereto and incorporated herein by this reference, shall govern all matters relating
to the access and use of the Website.

5.
The Receiving Party acknowledges the economic value to the Disclosing Party of all
Confidential lnformation. The Receiving Party and each agent, affiliate, independent contractor or
representative thereof which consents to be bound by this Agreement, agree:

(a)
to use the Confidential Information only for the Permitted Uses;
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(b)
to not disclose or allow disclosure to any other person or entity, except as
provided above or herein, any portion of the Confidential Information without the prior written consent
of the Disclosing Party;

(c)
To make only the number of copies of the Confidential Information necessary to
disseminate the information to those directors, officers, employees, agents, affiliates, independent
contractors or representatives of the Receiving Party who are entitled to have access to it, and ensure that
all confidentiality notices set forth on the Confidential Information are reproduced in full on such copies;
and

(d)
To safeguard the Confidential Information with the same degree of care to
avoid unauthorized disclosure as the Receiving Party uses to protect its own confidential and private
information, but in any event not less than a reasonable degree of care.

6.
The Parties agree that the Confidential Information is being provided in the context of
settlement discussions. Accordingly, the Parties agree to treat all information provided by a Party,
including Confidential Information, and all discussions held as part of the Sabine Pre-Filing Settlement
Discussions as privileged and confidential. Any use, other than a Permitted Use, of any Confidential
Information is strictly prohibited, and in particular may not be used in any way in any Commission
proceeding or other litigation. In the event Confidential Information is disclosed in any Commission
proceeding or litigation, the Disclosing Party will, upon notification, consent to the striking of any exhibit
or testimony disclosing Confidential Information. The Parties further agree not to take any action or
position that would be contrary to the protections afforded by Rules 601 and 602 and any applicable
Commission precedent on the treatment of settlement discussions, materials or information, regardless
of whether a proceeding is currently pending before the Commission or whether a settlement is
ultimately filed, with respect to these discussions, materials or information.

7.
Confidential Information does not include information that the Receiving Party can
demonstrate:

(a)
Is or becomes available to the public through no breach of this
Agreement, including through discovery in any Commission proceeding or other litigation;

(b)
Was previously known by the Receiving Party without any obligation to hold it
in confidence;
(c)

Is received from a third party free to disclose such information without
restriction;

(d)
Is independently developed by the Receiving Party without the use of
Confidential Information of the Disclosing Party;

(e)
Is approved for release by written authorization of the Disclosing Party, but only
to the extent of and subject to such conditions as may be imposed in such written authorization;

(f)
Is required by law or regulation to be disclosed, but only to the extent and for the
purposes of such required disclosure; or
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(g)
Is disclosed in response to a valid order of a court or other governmental body of
the United States or any of its political subdivisions, but only to the extent of and for the purposes of
such order; provided, however, that: (i) the Receiving Party agrees that it will not, directly or indirectly,
seek the issuance of an order requiring the disclosure of the Disclosing Party's Confidential
Information; and (ii) the Receiving Party will first notify the Disclosing Party of the order and permit the
Disclosing Party to seek an appropriate protective order.

8.
Confidential Information, including permitted copies, will be deemed the property of the
Disclosing Party. The Receiving Party will, within twenty (20) days of a written request by the Disclosing
Party, return all Confidential Information, including all copies, to the Disclosing Party or, if so directed by
the Disclosing Party, destroy all Confidential Information. The Receiving Party will also, within ten (10) days
of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this
Agreement.

9.
Both Parties agree that an impending or existing violation of any provision of this
Agreement would cause the Disclosing Party irreparable injury for which it would have no adequate
remedy at law, and that the Disclosing Party will be entitled to seek specific performance and immediate
injunctive relief prohibiting such violation without the posting of a bond or other security, in addition to
any other rights and remedies available to it.

10.
This Agreement will be effective as of the date set out below and will continue for a
period ending three (3) months after the issuance of a final and non-appealable Commission order
completely resolving Sabines rate case Filing or Sabine’s Pre-Filing Settlement, as applicable. All obligations
undertaken respecting Confidential Information provided hereunder will survive the expiration or any
termination of this Agreement.

11.
This Agreement may not be assigned by either Party without the prior written consent of
the other Party. Any assignment in violation of this Section 11 will be void. This Agreement will be binding
upon the Parties and their respective successors and permitted assigns.

12.
If any provision of this Agreement is held invalid or unenforceable, such provision will be
deemed deleted from this Agreement and replaced by a valid and enforceable provision which as far as
possible achieves the Parties' intent in agreeing to the original provision. The remaining provisions of this
Agreement will continue in full force and effect.

13.
This Agreement represents the entire understanding between the Parties regarding the
subject matter hereof and supersedes all prior communications, agreements, and understandings.
The provisions of this Agreement may not be modified, amended, or waived, except by a written
instrument duly executed by both Parties. This Agreement wil1 be governed in all respects by the laws
of the State of Texas, excluding any conflicts of law rule or principle that might refer same to the laws
of another jurisdiction. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF 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.
Each Party warrants that it has the authority to enter into this Agreement and to
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fulfill its obligations hereunder.

15.
This Agreement may be executed in one or more counterparts and by each of the Parties
on separate counterparts, each of which when so executed and delivered shall be an original, but all of
which when taken together shall constitute one and the same instrument. Delivery of an executed
counterpart of this Agreement or any document or instrument executed in connection herewith by
electronic mail, or by other electronic means shall be effective as a manually executed counterpart of this
Agreement or such other document or instrument, as applicable. The Parties consent to the execution of
this Agreement by electronic signatures. Each of the Parties agrees and acknowledges that it is such Party’s
intent, that if such Party signs this Agreement using an electronic signature, such electronic signature is
the legal equivalent of having placed its handwritten signature on this Agreement. The Parties further
agree the use of electronic signatures and electronic records shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law.


[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and made it
effective as of the day of ___________, 2023.


Sabine Pipe Line, LLC
[PARTICIPANT]


By: _______________
By: _______________
Name: _______________
Name: _______________
Title: _______________
Title: _______________
Signature Page to Confidentiality Agreement

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Exhibit A
Website Viewing Requirements

The following provisions will govern access and use of Sabine Website established in connection with
the Sabine Pre-Filing Settlement Discussions:

I. Security and Access.


a.
Participant shall use the Website solely for the purposes of obtaining materials or
information posted by Sabine (i.e., viewing or downloading documents) for use in the Sabine Pre-
Filing Settlement Discussions. Upon receipt of Participant's executed Confidentiality Agreement
and upon receipt by Sabine from Participant of a list of its Authorized Representatives, Sabine
will assign login I.D.s and passwords only to Participant's designated employees, agents,
independent contractors or representatives ("Authorized Representatives"). Participant agrees to
take all necessary precautions to ensure that no other person or party, except its Authorized
Representatives, has access to the login I.D.s and passwords. If at any time, any Authorized
Representative no longer requires access to the Website, Participant shall immediately take all
reasonable steps to prevent access. If Participant ceases to be a participant in the Sabine Pre-Filing
Settlement Discussions, Participant shall discontinue all use of the Website.

b.
Participant agrees to receive Sabine’s written responses to Participant's data requests, if
any, electronically via the Website. Except for the restricted right to utilize the Website for
purposes of obtaining materials or information posted by Sabine, as described above, Participant
is granted no rights to use of the Website. Participant may download materials or information
from the Website. However, Participant shall not copy any portion of the Website, or use the
Website or materials or information therein, to prepare derivative works unrelated to the Sabine
Pre-Filing Settlement Discussions or otherwise profit or gain from what is Sabine’s Confidential
Information. Participant shall properly utilize the Website in accordance with Sabine’s
instructions, shall make no effort to improperly access the Website or the computers on which
the Website operates, and shall make no effort to reverse-engineer the site or any aspect of the
system on which it operates.

2. Disclaimer of Warranty, Limitation of Liability, and Indemnity.

a.
Participant agrees THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, THAT MIGHT
ARISE IN CONNECTION WITH THIS AGREEMENT OR PARTICIPANT'S USE OF THE WEBSITE.
ADDITIONALLY, SABINE DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT AND NONINTERFERENCE, AND INFORMATIONAL
CONTENT.

b.
Participant agrees that Sabine shall have no liability whatsoever, whether in contract or
tort, for any losses or damages sustained or claimed to be a result of failures or deficiencies in
the Website or arising or claimed to arise out of or in connection with the delivery, use or
performance of the Website, including but not limited to those arising from a software virus
present in any document(s) contained on the Website. Except for claims for personal injury due to
Signature Page to Confidentiality Agreement

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gross negligence, wrongful death, willful misconduct, or fraud, in no event shall Sabine be liable
to Participant or its Authorized Representatives for any loss of profit, loss of business, loss of
data, or for any indirect, incidental, consequential, special or exemplary damages arising in
connection with the Confidential Information provided to Participant through the Website
or any agreement between the parties relating thereto (whether based on breach of contract.
breach of warranty, negligence, or any other legal theory), even if Sabine has been advised
of the possibility of such damages.

c.
Participant shall defend, indemnify, and hold harmless Sabine from and against any and
all claims, demands and/or actions, and/or any and all resulting loss, costs, damages, and/or
expenses (including court costs and reasonable attorneys' fees) of any nature whatsoever, that
may be asserted against or imposed upon Sabine by any Participant as a result of the
unauthorized or otherwise improper use of the Website by Authorized Representatives or any
other employees, affiliates or agents of Participants.

3.
Sabine has the right to restrict access, modify or terminate its Website at any time.
Participant accepts the Terms of Use governing the Website (as posted on and made available
through the Website), which Sabine may modify from time to time and are incorporated
herein by this reference.

4.
Participant will ensure that each of its Authorized Representatives understands and
agrees (i) to abide by the terms and conditions of this Confidentiality Agreement, including this
Exhibit A, (ii) that the Website and the materials on it are provided exclusively for and limited
solely for the Permitted Uses, and (iii) that the materials on the Website will be treated
consistently with Commission Rules 60l and 602 and the settlement privilege (regardless of
whether they apply).

Signature Page to Confidentiality Agreement

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