Williston Basin Interstate Pipeline Co.

Second Revised Volume No. 1

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

Third Revised Sheet No. 318 Third Revised Sheet No. 318

Superseding: Second Revised Sheet No. 318

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)

Payments provisions of the applicable General Terms and Conditions of

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

37.7 Prudence. This section establishes Transporter's method of

recovery of buyout/buydown costs following an unsuccessful prudence

challenge before the FERC by Shipper (which term, as applicable, shall

also include, for purposes of this Subsection 37.7, a customer receiving

sales or transportation service under Transporter's canceled FERC Gas

Tariff, Volume Nos. 1, 1-A, 1-B and 2 and/or Transporter's currently

effective Second Revised Volume No. 1) or by a regulatory agency in a

state served by Shipper, consumer advocates or other organizations in a

state served by Shipper charged with representing consumers in

regulatory proceedings or by an organization of which Shipper is a

member. If such challenge occurs, Transporter shall be authorized to

collect from Shipper the full portion of the total costs to be recovered

under this Section 37, which is applicable to Shipper under

Transporter's subject filing pursuant to this Section 37, not reduced by

the portion thereof which Transporter otherwise agreed or was required

to absorb. The amounts to be collected pursuant to the immediately

preceding sentence, increased by appropriate carrying charges in

accordance with Section 154.501 of the FERC's Regulations, shall

constitute the Adjusted Full Amount. Such adjusted full amount shall be

collected from Transporter's previous sales customers served under Rate

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

Tariff, First Revised Volume No. 1, in the form of an additional fixed

monthly surcharge, of the type provided for and pursuant to Subsection

37.3.1 hereof, but with the amount increased to the adjusted full

amount. Such adjusted full amount shall be collected, as applicable,

from a Shipper served under Transporter's previously effective FERC Gas

Tariff, Volume Nos. 1-A, 1-B and 2 and/or Transporter's currently

effective Second Revised Volume No. 1, in the form of an adjustment to

the applicable throughput surcharge for such Shipper which is due under

Subsection 37.3.3 hereof, which adjustment shall increase such surcharge

to require the Shipper to pay also the portion of the full amount