Williston Basin Interstate Pipeline Co.

Second Revised Volume No. 1

Effective Date: 05/14/2010, Docket: RP10-602-000, Status: Effective

Sixth Revised Sheet No. 309 Sixth Revised Sheet No. 309

Superseding: Fifth Revised Sheet No. 309

GENERAL TERMS AND CONDITIONS (Continued)

37. TAKE-OR-PAY BUYOUT AND BUYDOWN COST RECOVERY MECHANISM

(For Filings Submitted to FERC After November 1, 1990)

This Section 37, which is applicable to filings submitted to the FERC

after November 1, 1990, applies to those customers/Shippers (hereinafter

also referred to as customers or Shippers) who: purchased gas pursuant

to Rate Schedules G-1 and SGS-1 contained in Transporter's canceled FERC

Gas Tariff, First Revised Volume No. 1.; were subject to the rates

and/or Rate Schedules contained in Transporter's canceled FERC Gas

Tariff, Original Volume Nos. 1-A, 1-B and 2; and/or, are subject to the

currently effective rates and/or Rate Schedules contained in

Transporter's FERC Gas Tariff, Second Revised Volume No. 1.

37.1 Purpose. This Section 37 establishes the procedures which will

permit Transporter to recover from its applicable customers/Shippers, as

discussed above, payments to Transporter's natural gas

producer/suppliers made in settlement of claims arising under its gas

purchase agreements or to reform the price, take-or-pay or other clauses

of such agreements or to terminate or suspend such agreements, payments

made to Transporter's natural gas producer/suppliers pursuant to court

order(s) resolving claims arising under such contracts, claims for

breach of such contracts, or any similar claims, and any other amount

constituting a buyout or buydown cost (hereinafter collectively referred

to as "buyout/buydown" payments or costs).

In the event Transporter makes more than one filing to recover

buyout/buydown costs, Transporter reserves the right to propose

different recovery methods and/or different total recovery periods for

each such filing.

37.2 Definitions. The definitions of terms applicable to this

Section 37 are as follows:

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