Williston Basin Interstate Pipeline Co.

Second Revised Volume No. 1

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Effective Date: 11/01/1993, Docket: RS92- 13-016, Status: Effective

2nd Substitute Original Sheet No. 357 2nd Substitute Original Sheet No. 357 : Effective

GENERAL TERMS AND CONDITIONS (Continued)

39. TRANSITION COST RECOVERY MECHANISMS (Continued)

39.3.3.6 Obligation to Pay. Any Applicable Firm

Shipper liable for charges under this Section

39.3.3 as a result of filings submitted to

FERC after the effectiveness of this Section

39.3.3 shall not be relieved of its obligation

under this Section 39.3.3 in the event that

the Service Agreement between Shipper and

Transporter has its term reduced for any

reason, except by mutual agreement of the

parties, including, but not limited to,

cancellation and abandonment of service, a

change in corporate identity or bankruptcy.

In such event, Transporter shall, at

Applicable Firm Shipper's option, either (a)

bill Applicable Firm Shipper, within forty-

five (45) days after the effectiveness of such

reduced term, a one-time charge for the full

amount of the reservation charge surcharge

which would have been billed to Applicable

Firm Shipper under the original Service

Agreement, or (b) continue billing the

reservation charge surcharge to Applicable

Firm Shipper or, if appropriate, Applicable

Firm Shipper's successor in interest, during

the remainder of the term of the original

Service Agreement (including under its new

corporate identity, if any, and/or under

Applicable Firm Shipper's new Rate Schedule,

if any, or in any other manner allowable).

When termination of the Service Agreement

before its effective termination date is by

mutual agreement of the parties, the treatment

of unpaid reservation charge surcharge amounts

shall be a matter of negotiation between

Transporter and Shipper. Applicable Firm

Shipper shall remain obligated to pay any

additional charges for GSR Costs resulting

from future filings permitted under law to

recover these costs.

Transporter reserves the right to reallocate

among its remaining Applicable Firm Shippers

to whom the reservation charge surcharge

provisions of this Section 39.3.3 are

applicable, all reservation charge surcharges

in the event any Applicable Firm Shipper is