Williston Basin Interstate Pipeline Co.

Second Revised Volume No. 1

Effective Date: 11/01/1993, Docket: RS92- 13-004, Status: Effective

Original Sheet No. 317 Original Sheet No. 317 : Effective

GENERAL TERMS AND CONDITIONS (Continued)

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

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

Shipper and Transporter under Transporter's previously

effective Rate Schedules G-1 and SGS-1, or successor(s),

contained in Transporter's canceled FERC Gas Tariff, First

Revised Volume No. 1, is terminated or has its term reduced for

any reason, including, but not limited to, the expiration of

said agreement, cancellation and abandonment of service,

conversion of such agreement to transportation service, a

change in corporate identity or bankruptcy. In such event,

Transporter shall, at Shipper's option, either (a) bill

Shipper, within forty-five (45) days after the effectiveness of

such termination or reduction, a one-time charge for the full

amount of said Shipper's fixed monthly surcharge remaining due

for the total recovery period, or (b) continue billing the

fixed monthly surcharge to Shipper or, if appropriate,

Shipper's successor in interest, during the remainder of the

total recovery period (including under its new corporate

identity, if any, and/or under Shipper's new Rate Schedule, if

any, or in any other manner allowable). Shipper shall remain

obligated to pay any additional charges for buyout/buydown

costs resulting from future filings permitted under law to

recover buyout/buydown costs related to gas purchase contracts

which were not the subject of litigation before court(s) and/or

arbitration proceedings as of March 31, 1989 to the extent

Shipper is a customer at the time of such filing. Shipper

shall also remain obligated to pay any additional charges for

buyout/buydown costs resulting from future filings to recover

costs related to gas purchase contracts which were the subject

of litigation before court(s) and/or arbitration proceedings as

of March 31, 1989.

Transporter reserves the right to reallocate among its

remaining Shippers to whom the fixed monthly surcharge

provisions of this Section 37 are applicable, all fixed monthly

surcharges in the event any customer is relieved of its

obligation to pay its otherwise applicable fixed monthly

surcharge by a FERC or court order.

37.6 Payment. Transporter shall include the applicable surcharges

to Shipper pursuant to this Section 37 in the monthly billing

statements rendered to Shipper pursuant to the Billings and