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. 319 Third Revised Sheet No. 319

Superseding: Second Revised Sheet No. 319

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)

which Transporter otherwise agreed or was required to absorb. In

addition, if applicable, Transporter shall also collect by direct

billing to any such Shipper, the product of (1) the difference between

the adjusted throughput surcharge for such Shipper resulting from the

prudence challenge and the throughput surcharge billed to the Shipper,

if any, by Transporter prior to the adjustment and (2) the quantities

transported for such Shipper up through the effective date of the

adjusted throughput surcharge, plus carrying charges in accordance with

Section 154.501 of the FERC's Regulations.

In the event any Service Agreement between Transporter, under any Rate

Schedule under Transporter's canceled sales service provided under

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

and/or Original Volume Nos. 1-A, 1-B and 2, or its currently effective

FERC Gas Tariff, Second Revised Volume No. 1, and any person who is

subject to charges under this Subsection 37.7, 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, or a change in

corporate identity or bankruptcy, such person shall not be relieved of

its obligations under this Subsection 37.7, and Transporter may collect

amounts due by direct billing to such person.

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