Millennium Pipeline Company, L.L.C.

Minisink Compressor Project

Docket No. CP11-515-000

Implementation Plan

August 2012

TABLE OF CONTENTS

Page

1. INTRODUCTION 1

2. IMPLEMENTATION OF CERTIFICATE ENVIRONMENTAL CONDITIONS 1

2.1 Environmental Condition No. 1 22.2 Environmental Condition No. 2 32.3 Environmental Condition No. 3 42.4 Environmental Condition No. 4 52.5 Environmental Condition No. 5 62.6 Environmental Condition No. 6 72.7 Environmental Condition No. 7 112.8 Environmental Condition No. 8 122.9 Environmental Condition No. 9 132.10 Environmental Condition No. 10 142.11 Environmental Condition No. 11 152.12 Environmental Condition No. 12 162.13 Environmental Condition No. 13 172.14 Environmental Condition No. 14 182.15 Environmental Condition No. 15 192.16 Environmental Condition No. 16 202.17 Environmental Condition No. 17 212.18 Environmental Condition No. 18 222.19 Environmental Condition No. 19 232.20 Environmental Condition No. 20 242.21 Environmental Condition No. 21 25

APPENDIX A Affirmative StatementAPPENDIX B Compressor Station Survey Maps/SheetsAPPENDIX C Project Organization TableAPPENDIX D Project ScheduleAPPENDIX E Authorizations and Updated Permit Status TableAPPENDIX F Consultation with U.S. Fish and Wildlife ServiceAPPENDIX G Blowdown Notification Plan

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1. INTRODUCTION

On July 17, 2012, in Docket No. CP11-515-000, the Federal Energy Regulatory Commission (Commission) issued an order (Order) granting Millennium Pipeline Company, L.L.C (Millennium) a certificate of public convenience and necessity under section 7(c) of the Natural Gas Act to construct, own, and operate the Minisink Compressor Project. The Minisink Compressor Project is designed to enable Millennium to increase firm deliveries to its interconnection with Algonquin Gas Transmission, LLC at Ramapo and points East to approximately 675,000 dekatherms per day.

This Implementation Plan (Plan) for the Minisink Compressor Project is filed in accordance with Environmental Condition No. 6 of the Order. This Plan also addresses each Environmental Condition included in the Order.

2. IMPLEMENTATION OF CERTIFICATE ENVIRONMENTAL CONDITIONS

The Order (in Appendix C) contains 21 Environmental Conditions applicable to the project. This Plan provides Millenniums plans and procedures for complying with each condition. Each of the 21 Environmental Conditions is reproduced below (in italics) followed by Millenniums response.

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2.1 Environmental Condition No. 1

Millennium shall follow the construction procedures and mitigation measures described in its application and supplements (including responses to staff data requests) and as identified in the Environmental Assessment (EA), unless modified by the Order. Millennium must:

a. request any modification to these procedures, measures, or conditions in a filing with the Secretary of the Commission (Secretary);

b. justify each modification relative to site-specific conditions;

c. explain how that modification provides an equal or greater level of environmental protection than the original measure; and

d. receive approval in writing from the Director of the Office of Energy Projects (OEP) before using that modification.

Millennium Response

Millennium will follow the construction procedures and mitigation measures described in its application and associated plans and procedures submitted to the Commission (including responses to staff data requests), and as identified in the Environmental Assessment (EA) dated March 2, 2012 and as adopted in the Order. If any modifications to its plans and procedures are required, Millennium will file with the Commission a request for modification of the specific provisions. Any such filing for modification will follow the requirements of Environmental Condition No. 1, sub-conditions a through d.

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2.2 Environmental Condition No. 2

The Director of OEP has delegated authority to take whatever steps are necessary to ensure the protection of all environmental resources during construction and operation of the project. This authority shall allow:

a. the modification of conditions of the Order; and b. the design and implementation of any additional measures deemed necessary

(including stop-work authority) to assure continued compliance with the intent of the environmental conditions as well as the avoidance or mitigation of adverse environmental impact resulting from project construction and operation.

Millennium Response

Millennium understands and acknowledges the delegation authority of the Director of OEP, as described in Environmental Condition No. 2 above.

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2.3 Environmental Condition No. 3

Prior to any construction, Millennium shall file an affirmative statement with the Secretary, certified by a senior company official, that all company personnel, Environmental Inspectors (EI), and contractor personnel will be informed of the EIs authority and have been or will be trained on the implementation of the environmental mitigation measures appropriate to their jobs before becoming involved with construction and restoration activities.

Millennium Response

Appendix A contains Millenniums affirmative statement, certified by Rocco DAlessandro, President, confirming compliance with Environmental Condition No. 3.

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2.4 Environmental Condition No. 4

The authorized facility locations shall be as shown in the EA, as supplemented by filed alignment sheets. As soon as they are available, and before the start of construction, Millennium shall file with the Secretary any revised detailed survey alignment maps/sheets at a scale not smaller than 1:6,000 with station positions for all facilities approved by the Order. All requests for modifications of environmental conditions of the Order or site-specific clearances must be written and must reference locations designated on these alignment maps/sheets.

Millennium Response

Appendix B contains a copy of the survey maps/sheets for the Minisink Compressor Project at a scale not smaller than 1:6,000 with station positions for all Minisink Compressor Project facilities approved by the Order. While Millennium is not currently requesting a variance to revise the Project as approved by the Order, in the event Millennium does request a variance, Millennium will file any revisions to the survey alignment maps/sheets, and revised maps/sheets for the Minisink Compressor Project will be provided prior to the start of construction. Millennium will file all requests for modifications of environmental conditions of the Order, including written site-specific clearances and a reference of the location designated on these alignment maps/sheets.

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2.5 Environmental Condition No. 5

Millennium shall file with the Secretary detailed alignment maps/sheets and aerial photographs at a scale not smaller than 1:6,000 identifying all route realignments or facility relocations, and staging areas, pipe storage yards, new access roads, and other areas that would be used or disturbed and have not been previously identified in filings with the Secretary. Approval for each of these areas must be explicitly requested in writing. For each area, the request must include a description of the existing land use/cover type, documentation of landowner approval, whether any cultural resources or federally listed threatened or endangered species would be affected, and whether any other environmentally sensitive areas are within or abutting the area. All areas shall be clearly identified on the maps/sheets/aerial photographs. Each area must be approved in writing by the Director of OEP before construction in or near that area.

This requirement does not apply to extra workspace allowed by our Upland Erosion Control, Revegetation, and Maintenance Plan and/or minor field realignments per landowner needs and requirements which do not affect other landowners or sensitive environmental areas such as wetlands.

Examples of alterations requiring approval include all route realignments and facility location changes resulting from:

a. implementation of cultural resources mitigation measures;b. implementation of endangered, threatened, or special concern species mitigation

measures;c. recommendations by state regulatory authorities; andd. agreements with individual landowners that affect other landowners or could

affect sensitive environmental areas.

Millennium Response

Millennium is not proposing changes to the location of any facilities, staging areas, pipe storage yards, access roads, or other areas that would be used or disturbed during construction. In the event Millennium seeks any such modification, Millennium will file with the Secretary, in the form of a variance, detailed alignment maps and aerial photographs at a scale not smaller than 1:6,000 identifying all modifications. The variance request will include a description of the existing land use/cover type, and documentation of landowner approval, whether any cultural resources or federally listed threatened or endangered species would be affected, and whether any other environmentally sensitive areas are within or abutting the area. Millennium understands that construction-related work