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PRO FORMA VERSION CONFIDENTIAL

NST EXPRESS PRO FORMA

TRANSPORTATION SERVICES AGREEMENT FOR COMMITTED INTERSTATE SERVICE

(Crude Oil Pipeline)

This Transportation Services Agreement (“Agreement”) is dated as of [ ], 2015 by and between NST Express, LLC, a Delaware limited liability company, (“Carrier”), and [ ], a [ ], organized under the laws of [ ] (“Shipper”) (collectively referred to as the “Parties” and each individually as a “Party”).

WITNESSETH

WHEREAS, Carrier intends to construct and operate the NST Express pipeline system extending from points in or near Alexander, North Dakota to East Fairview, North Dakota (the “Pipeline”);

WHEREAS, Shipper desires to receive Crude Petroleum transportation services from Carrier on the Pipeline; and

WHEREAS, Carrier intends to provide transportation services for Crude Petroleum tendered by Shipper to the Pipeline, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions.

Except as stated below, each capitalized term used in this Agreement shall have the meaning ascribed to it in the FERC Rules Tariff:

“AAA” has the meaning set forth in Section 19.3.2.

“Affiliate” means, with respect to a Person, any Person directly or indirectly controlling, controlled by, or under common control with, such Person. For purposes of this definition, “control,” “controlling,” and “controlled” mean ownership, directly or through one or more Affiliates, of fifty percent (50%) or more of the stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, or status as a general partner in any partnership, or any other arrangement whereby a party possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the Preamble, and includes the schedules attached hereto.

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, tariff, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued or made effective by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.

“bpd” means Barrels per Day.


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“Carrier” has the meaning set forth in the preamble.

“Carrier Indemnified Parties” means Carrier, its Affiliates and their respective officers, directors, managers, members and employees.

“Claim” means any claim, demand, suit, action, cause of action, assessment, loss, cost, expense, liability, judgment, fine, penalty, interest, payment, damage, including costs or expenses of any and all investigations or proceedings and reasonable fees and expenses of attorneys, accountants and other experts.

“Committed Rates” has the meaning set forth on Schedule A.

“Committed Shipper” means shippers that have entered into TSAs for Committed Volumes.

“Committed Volume” means the volumes Shipper has agreed to tender to Carrier or nevertheless pay for in accordance with the terms and conditions of this Agreement and the FERC Tariffs, as set forth in Schedule C.

“Completion Date” means, for the Pipeline, the first day of the first Month after the Pipeline is placed into service and can transport Crude Petroleum.

“Confidential Information” means any information obtained by a Party or its Affiliates from or on behalf of the other Party or its Affiliates pursuant to this Agreement or the services contemplated by this Agreement that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known or available to the public, including, without limitation, well results, drilling schedules, development plans, technical data, geological data, seismic data, engineering data, trade secrets, scientific or technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any of the foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided, however, that Confidential Information does not include information that a receiving Party can show (a) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (b) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a Third Party under circumstances which are not known to the receiving Party to involve a breach of the Third Party’s obligations to a Party or (c) was developed independently of information furnished or made available to the receiving Party as contemplated under this Agreement.

“Default” has the meaning set forth in Section 18.1.

“Deliveries” means the volume of Crude Petroleum delivered through the Pipeline.

“Disputes” has the meaning set forth in Section 19.1.

“Dollar” or “$” means United States dollars.

“Effective Date” has the meaning set forth in Section 3.1.


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“Environmental Laws” has the meaning set forth in Section 18.3.

“Extension Period” means a renewal term for the period set forth in Schedule B.

“FERC Rate Tariff” means each and every FERC rates tariff for any interstate delivery via the Pipeline, on file and in effect with the FERC, as such rates tariffs may be replaced, superseded, amended or supplemented by Carrier from time-to-time.

“FERC Rules Tariff” means Carrier’s FERC rules and regulations tariff for the Pipeline, on file and in effect with the FERC, as such rules and regulations tariff may be replaced, superseded, amended or supplemented by Carrier from time-to-time.

“FERC Tariffs” means the FERC Rate Tariff and FERC Rules Tariff (including any joint tariffs) on file with FERC containing rates, rules or regulations that are in effect at any time and regulate the rates for transportation of Crude Petroleum on the Pipeline.

“Force Majeure” means acts, events or circumstances not the fault or reasonably within the control of the Party or Affiliate claiming suspension, and the effects of which such Party or Affiliate is unable to overcome by the exercises of due diligence and reasonable efforts, including, without limitation, an act of God, strike, lockout, or other industrial disturbance, act of the public enemy, act of terrorism, war, blockade, public riot, lightning, fire, storm, flood, explosion, blackout, orders of any kind of Governmental Authorities or officers of Governmental Authorities, unavailability of product or equipment, breakage or accident to machinery, transmission pipes or canals, partial or entire failure of utilities, and any other cause which is not reasonably within the control of the affected Party or Affiliate.

“Force Majeure Notice” has the meaning set forth in Section 6.1.

“Force Majeure Period” has the meaning set forth in Section 6.1.

“Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental, or other political subdivision thereof, or any arbitral authority or other entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“Indemnified Party” means (i) Shipper and/or the applicable Shipper Indemnified Party(ies) with respect to a Claim for which Shipper and/or one or more Shipper Indemnified Parties are entitled to indemnification from Carrier pursuant to the terms of Section 18.3, or (ii) Carrier and/or the applicable Carrier Indemnified Party(ies) with respect to a Claim for which Carrier and/or one or more Carrier Indemnified Parties are entitled to indemnification from Shipper pursuant to the terms of Section 18.3.

“Indemnifying Party” means (i) Shipper with respect to a Claim for which Shipper is required to indemnify Carrier or a Carrier Indemnified Party pursuant to the terms of Section 18.3, or (ii) Carrier with respect to a Claim for which Carrier is required to indemnify Shipper or a Shipper Indemnified Party pursuant to the terms of Section 18.3.

“Initial Term” has the meaning set forth in Schedule B.

“Minimum Capacity” means the following: [] bpd upon the Completion Date; provided, however, that Carrier’s obligations to provide the Minimum Capacity with respect to the Pipeline shall not commence until the Completion Date.


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“Negative Imbalance” means a Transportation Imbalance whereby the aggregate number of Barrels of Crude Petroleum tendered for delivery by Shipper or its agent to Carrier for such Month as determined and calculated by Carrier is less than the number of Barrels specified in the Shipper’s Shipment Schedule for such Month.

“Net Present Value” or “NPV” has the meaning described in the Open Season Notice.

“Open Season” shall mean the open season initiated and conducted by Carrier pursuant to that certain Open Season Notice dated November 16, 2015 for shippers desiring Services on the Pipeline.

“Open Season Notice” means the terms for, and conditions of Carrier regarding, the conduct and results of the Open Season for the Pipeline, dated as of November 16, 2015.

“Parties” has the meaning set forth in the Preamble.

“Party” has the meaning set forth in the Preamble.

“Person” means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or governmental authority or any department or agency thereof.

“Pipeline” has the meaning set forth in the preamble.

“Representatives” has the meaning set forth in Section 10.1.

“Services” means transportation on the Pipeline for a Shipper’s account as specified in Shipper’s nomination.

“Shipper” has the meaning set forth in the preamble.

“Shipper Deliveries” means the volume of Crude Petroleum that Shipper as the shipper of record delivered through the Pipeline.

“Shipper Indemnified Parties” means Shipper, its Affiliates and their respective officers, directors, managers, members, and employees.

“Shipper Termination Notice” has the meaning set forth in Section 6.2.

“Term” has the meaning set forth in Section 3.2.

“Termination Notice” has the meaning set forth in Section 6.1.

“Third Party” means any Person other than the Parties or an Affiliate of a Party.

“TSA” means a Transportation Services Agreement executed by a Shipper with Carrier with respect to the Pipeline pursuant to the Open Season.

“Transportation Imbalance” means with respect to any Month the variance or differential (stated in Barrels) between (a) the aggregate number of Barrels of Crude Petroleum tendered for delivery by Shipper or its agent to Carrier for such Month as determined and calculated by Carrier and (b) the number of Barrels specified in the Shipment Schedule for such Month.


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“Uncommitted Rates” means the tariff rates payable for transportation relating to Uncommitted Volumes pursuant to the FERC Rate Tariff, as may be supplemented and revised from time-to-time.

“Uncommitted Volumes” means (i) volumes of Crude Petroleum received by Carrier for transportation on the Pipeline for any shipper that is not a Committed Shipper, and (ii) volumes of Crude Petroleum received by Carrier for transportation in a Month that are in excess of the product of such Committed Shipper’s Committed Volume, and the number of days in the Month.

2. Carrier Obligations.

2.1 Obligations for Completion Date/Conditions Precedent. Carrier shall use commercially reasonable efforts to cause the Completion Date to occur during November of 2016, subject to any Force Majeure delays. Carrier shall have no liability or responsibility to Shipper for any delays, for any reason, in the completion and placement in service of the Pipeline. Carrier shall have the right to terminate the development and/or construction of the Pipeline and this Agreement, if Carrier determines, in its sole discretion, that the Pipeline is not economically viable or that Carrier will not receive all governmental authorizations required for Carrier to provide the services under this Agreement, and Carrier shall have no liability or responsibility to Shipper with regard to such a determination.

2.2 Provision of Services. Subject to the provisions of this Agreement, Carrier shall provide Services for the Committed Volume in accordance with, and subject to, the FERC Tariffs, which are incorporated herein by reference and constitute part of this Agreement, expressly including provisions relating to the charges and rules and regulations applicable to Shipper as a party to this Agreement, including those rules and regulations governing the rights of Shippers with Committed Volumes when the Pipeline is subject to prorationing. This Section 2.2 shall not apply to Carrier during any period when Shipper is in breach of its obligations to Carrier under this Agreement or the FERC Tariffs. The Services do not include any terminaling, tankage or storage.

2.3 Carrier’s Priority Service Obligations. Notwithstanding any other provision of this Agreement, to the extent permitted by Applicable Law, the terms of the FERC Tariffs shall provide generally that a tender of Crude Petroleum by Shipper not exceeding Shipper’s Committed Volume shall not be subject to prorationing to accommodate nominations of Uncommitted Volumes.

3. Effective Date and Term.

3.1 Shipper’s obligations, as described in this Agreement, shall commence on the date first written above (the “Effective Date”).

3.2 This Agreement shall be binding upon the Parties for a time period commencing on the Effective Date and shall continue through the Initial Term. This Agreement may be extended as provided in Schedule B. Shipper may elect to terminate this Agreement as provided under Schedule B, except that Section 19 and any provisions of this Agreement establishing obligations that have not been satisfied or discharged prior to the end of the Initial Term or any Extension Period, as applicable, shall remain in effect until such obligations are satisfied or discharged. The Initial Term and each Extension Period, if any, are collectively referred to in this Agreement as the “Term.” Notwithstanding anything to the contrary herein, the Term may be modified at any time by written agreement of the Parties.

4. Applicable Rates and Charges.

4.1 Rates for Committed Volume. If Shipper has agreed to tender the Committed Volume to Carrier under this Agreement, Shipper shall pay Carrier for each day in the prior Month during the Term


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an amount equal to the product of (a) the Committed Volume on each day in the Month, and (b) the Committed Rate on each day in the Month.

4.2 Rates for Uncommitted Volumes. Shipper shall pay the Uncommitted Rates to Carrier for all Barrels of Crude Petroleum shipped by Shipper on the Pipeline greater than the Committed Volume.

4.3 Monthly Payments. All charges shall be paid by Shipper to Carrier monthly for the preceding Month by wire transfer within fifteen (15) Days of the invoice date.

4.4 Taxes. All tariff rates, surcharges, and other payments, charges and amounts provided for in this Agreement are exclusive of applicable Federal, state and provincial excise, sales, use or similar taxes (collectively, “Taxes”). Shipper shall be responsible for and shall pay all Taxes arising from the provision of Services hereunder.

4.5 Duty to Support. Shipper shall agree not to challenge the Committed Rates set forth in Schedule A and to support any necessary or appropriate regulatory or administrative filings made with regard to such rates.

4.6 Changes in Applicable Rates. During the Term of this Agreement, Carrier may, effective July 1 of any year, adjust the Committed Rates set forth in Schedule A as permitted by the oil pipeline index established by the FERC for interstate pipeline rates in Order No. 561 and subsequent orders. If the FERC terminates its oil pipeline index methodology and does not adopt a new methodology, Carrier may, effective July 1 of any year, adjust the Committed Rates set forth in Schedule A as permitted by the last effective oil pipeline index established by the FERC for interstate pipeline rates in Order No. 561 and subsequent orders, unless otherwise agreed by the Parties.

4.7 Regulation Changes. Notwithstanding anything herein to the contrary, in the event that any Governmental Authority promulgates, issues or changes any rules, regulations or other mandates that require Carrier to take actions that increase the capital costs of the Pipeline, Carrier will determine the per Barrel cost of the increased capital costs resulting from such mandated actions and Shipper will bear its proportionate cost thereof; provided, however, that such increased capital costs shall be amortized for recovery over a reasonable period of time, not exceeding the remaining Term, together with reasonable carrying costs.

5. Shipper Commitment and Obligations.

5.1 In the event that Carrier decides to terminate the development and/or construction of the Pipeline, Carrier shall provide Shipper with reasonably prompt notice of such decision and either Party shall have the right to terminate this Agreement without any liability to Carrier by providing notice of its desire to terminate to the other Party within fifteen (15) business days of the date of the notice from Carrier.

5.2 Commencing as of the Completion Date and continuing thereafter during the Term of this Agreement, Shipper agrees to tender to Carrier for transportation, or otherwise to pay for the transportation of, the Committed Volume in accordance with the tender procedures set forth in Carrier’s FERC Tariffs. Shipper may contract for the Committed Volume by committing to tender the Committed Volume to Carrier under this Agreement and the FERC Tariffs, as set forth in Schedule C.

5.3 Beginning on the Completion Date and continuing for the Term of this Agreement, Shipper agrees to tender the Committed Volume to Carrier in as even daily volumes as is practicable.


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5.4 Shipper agrees that, to the extent that it does not nominate or tender up to its Committed Volume in any month, Carrier shall be free to utilize such unused capacity for the provision of transportation services to other shippers, without impacting the payment obligations of Shipper, including Shipper’s obligations pursuant to this section.

5.5 Shipper’s nominations and tenders of Crude Petroleum for shipment, and Carrier’s scheduling, acceptance, transporting, measuring, and delivering of Crude Petroleum, shall, at all times, be subject to, and implemented in accordance with the FERC Tariffs.

5.6 Shipper’s Committed Volume in Schedule A to this Agreement may be adjusted by Carrier as noted in Section 24 to reflect the results of the allocation of capacity, if necessary, made by means of Carrier’s NPV methodology described in the Open Season Notice.

5.7 Shipper agrees that any incremental volumes nominated above Shipper’s Committed Volume shall be treated as Uncommitted Volumes.

5.8 Shipper shall provide (a) its share of linefill sufficient for the effective operation of the Pipeline, and (b) at least thirty (30) days prior to the Completion Date, its proportionate share of linefill for the Pipeline, as determined by Carrier and specified in a written notice given by Carrier to Shipper at least sixty (60) days prior to the Completion Date. Carrier shall not be required to deliver product until Shipper provides its pro rata portion of linefill.

6. Force Majeure.

6.1 As soon as possible upon the occurrence of a Force Majeure event, Carrier shall provide Shipper with written notice of the occurrence of such Force Majeure event (a “Force Majeure Notice”). Carrier shall identify in the Force Majeure Notice the full particulars, the portion(s) of the Pipeline affected by the Force Majeure event, and the approximate length of time that Carrier reasonably believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). If Carrier advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than six (6) consecutive Months, then, subject to Section 6.2 below, at any time after Carrier delivers such Force Majeure Notice, either Party may terminate this Agreement, but only upon delivery to the other Party of a written notice (a “Termination Notice”) at least six (6) Months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed canceled and of no effect if the Force Majeure Period ends prior to the expiration of such six (6) Month period. For the avoidance of doubt, neither Party may exercise its right under this Section to terminate this Agreement as a result of a Force Majeure event with respect to any machinery, lines of pipe or other equipment that has been unaffected by, or has been restored to working order since, the applicable Force Majeure event, including pursuant to a restoration under Section 7.

6.2 Notwithstanding the foregoing, if Shipper delivers a Termination Notice to Carrier (the “Shipper Termination Notice”) and, within thirty (30) days after receiving such Shipper Termination Notice, Carrier notifies Shipper that Carrier reasonably believes in good faith that it shall be capable of fully performing its obligations under this Agreement within a reasonable period of time, then the Shipper Termination Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such Shipper Termination Notice had never been given.

6.3 Subject to Section 7 below, Carrier’s obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure event that prevents Carrier from transporting Crude Petroleum. Carrier shall diligently attempt to restore full transportation service, and any Force Majeure event shall only suspend Carrier’s obligations as to the portion(s) of the Pipeline


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affected by the Force Majeure event until the affected portion of its Pipeline is restored to working order and shall not suspend Carrier’s obligations as to all other portion(s) of the Pipeline. If a Force Majeure event impacting the Pipeline affects Shipper’s ability to fully perform its obligations under this Agreement for more than sixty (60) days, then Shipper’s obligations will be suspended to the extent impacted by, and for the duration of, such event.

7. Capabilities of the Pipeline; Reservation of Service.

7.1 Ten percent (10%) of the interstate capacity of the Pipeline shall be reserved for uncommitted service.

7.1.1 Carrier shall permit shippers to subscribe to committed service by committing to tender Committed Volume.

7.1.2 During the operation of the Pipeline, to the extent the capacity of the Pipeline is insufficient to transport all Crude Petroleum that is nominated, scheduled and tendered for delivery in accordance with Carrier’s FERC Tariffs, the Pipeline’s capacity shall be allocated in accordance with Carrier’s pro-rationing policy.

7.2 Carrier will provide Shipper with at least thirty (30) days’ notice of any planned maintenance or repair activity on the Pipeline that will significantly reduce the Minimum Capacity. Carrier shall promptly inform Shipper of any anticipated partial or complete disruption of service on the Pipeline that is reasonably expected to extend for more than twenty-four (24) hours, including relevant information about the nature, extent, cause and expected duration of the disruption and the actions Carrier is taking to resume full operations, provided that Carrier shall not have any liability for any failure to notify, or delay in notifying, Shipper of any such matters.

7.3 Subject to Force Majeure, disruptions for routine repair and maintenance consistent with crude petroleum pipeline industry standards, scheduling requirements and other terms and conditions of the FERC Tariffs and this Agreement, Carrier shall accept for shipment on the Pipeline in accordance with pipeline industry standards all Crude Petroleum that meets the quality specifications of the FERC Tariffs. Further, Carrier shall maintain and repair all portions of the Pipeline in accordance with pipeline industry standards and in a manner which allows the Pipeline to be capable, subject to Force Majeure or temporary shutdown for pipeline testing and maintenance, of shipping and delivering volumes of Crude Petroleum that are no less than the Minimum Capacity.

7.4 If, for any reason, including without limitation a Force Majeure event, the throughput capacity of the Pipeline falls below the Minimum Capacity, then (a) during such period of reduced throughput, Shipper’s obligation to ship shall be reduced as described in Section 6.3 above and (b), Carrier shall use commercially reasonable efforts to make repairs to and/or replace the affected portion of the Pipeline to restore the capacity of the Pipeline to the Minimum Capacity.

8. Nominations and Tenders; Measurement and Scheduling.

8.1 Nominations and Tenders. Shipper’s monthly nominations, as set forth on Shipper’s Shipment Schedule, and tenders of Crude Petroleum for shipment through the Pipeline, and Carrier’s obligation to accept and transport such volumes of Crude Petroleum, shall at all times be subject to the terms and provisions of the FERC Tariffs.

8.2 Measurement and Scheduling


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8.2.1 Measurement. All measurements of Crude Petroleum tendered to Carrier shall at all times be subject to the terms and provisions of the FERC Tariffs.

8.2.2 Scheduling, Tenders and Quantities. For all tenders of Crude Petroleum to Carrier, Shipper shall comply with the requirements of the FERC Tariffs.

8.2.3 Volume Losses. Liability and measurement of volume losses shall be governed by the FERC Tariffs.

8.2.4 Imbalances. Shipper shall notify Carrier as promptly as practicable of any changes in the rate of delivery of Crude Petroleum at the applicable delivery point and take all reasonable actions necessary to avoid the incurrence of a Transportation Imbalance. Transportation Imbalances will be settled as provided in the FERC Tariffs.

9. Regulatory Matters.

9.1 In the event that the FERC takes any adverse action with respect to the FERC Tariffs, including without limitation any FERC Tariffs that Carrier may file in the future, in each case that materially and adversely affects the rights or obligations of either Party under this Agreement, both Parties shall diligently defend the FERC Tariffs, including appealing any such adverse action. If a final, non-appealable order is ultimately issued by the FERC that requires Carrier to amend the FERC Tariffs in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement, and if appropriate any other agreement, to comply with any such order and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such order.

9.2 Shipper hereby agrees: (a) to take all reasonable actions and do all such things as Carrier shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any applicable Governmental Authorities consistent with the provisions of this Agreement; (b) at all times to support any FERC Tariffs consistent with this Agreement as a rate that Shipper has agreed to pay; and (c) not to file any action, protest, complaint or other action with the FERC or any other Governmental Authority with respect to any such FERC Tariffs, including any increased rates as provided in the Agreement. Carrier shall reimburse Shipper for reasonable third-party out of pocket costs paid by Shipper to provide support requested by Carrier.

9.3 In carrying out the terms and provisions of this Agreement, the Parties shall comply with all present and future Applicable Law. The Parties acknowledge and agree that Carrier operates the Pipeline as a common carrier pipeline, and, notwithstanding any provision herein to the contrary, Shipper’s rights and Carrier’s obligations hereunder shall be subject to Applicable Law related to common carrier pipelines. In no event shall compliance with Applicable Law be deemed a breach of or default under this Agreement, including any extension thereof.

10. Confidentiality.

10.1 From and after the Effective Date, each Party shall hold, and shall cause its Affiliates and its and their respective directors, managers, officers, employees, agents, consultants, advisors, contractors, potential transferees and other representatives (collectively, “Representatives”) to hold all Confidential Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party’s confidential and proprietary information but in no case less than a reasonable standard of care, and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any


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other Person, except its Representatives who need to know such Confidential Information. Each Party shall be responsible for any breach of this Section by any of its Representatives, unless such Representative enters into a written confidentiality obligation that is consistent with this Section that is enforceable by both of the Parties.

10.2 If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a governmental authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent legally permissible, provide notice to the providing Party before disclosing such Confidential Information. Upon receipt of such notice, the providing Party shall promptly either seek an appropriate protective order, waive the receiving Party’s confidentiality obligations hereunder to the extent necessary to permit the receiving Party to respond to the demand, or otherwise fully satisfy the subpoena or demand or the requirements of the applicable governmental authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Section, the receiving Party may disclose that portion of Confidential Information covered by the notice or demand.

10.3 Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section and to enforce specifically the terms and provisions of this Section. Notwithstanding any other Section hereof, the provisions of this Section shall survive the termination of this Agreement.

11. Assignment. Shipper may not assign this Agreement or any right or obligation hereunder without the prior written consent of Carrier, which consent will not be unreasonably withheld, delayed, or conditioned. Carrier shall, without limitation, be deemed reasonable in refusing its consent if the proposed assignee fails to meet the standards set forth in this agreement or the applicable provisions of the FERC Tariffs. Notwithstanding any assignment made by Shipper, Shipper shall remain liable for the payment and performance of any amounts or obligations not paid or performed by Shipper’s assignee. Carrier may assign this agreement or any right or obligation hereunder without restriction. As of the effective date of any such assignment, Carrier shall be released from its obligations under this Agreement. For any collateral assignment of this Agreement by Carrier in connection with any financing or refinancing of the Pipeline, Shipper shall enter into a consent and agreement as reasonably required by the financial institutions providing such financing or refinancing (or their agent), which consent and agreement shall include customary cure and step-in rights (including customary extensions of applicable cure periods), and customary provisions to enter into a replacement contract in the event of a bankruptcy.

12. Representations and Warranties. Each Party to this Agreement represents and warrants to the other that it is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate power and corporate authority to enter into this Agreement and to carry out the terms and provisions hereof.

13. Termination and Amendment.

13.1 This Agreement may not be terminated, except as expressly provided herein, nor may any of its provisions be amended or waived without prior written consent of both Parties hereto.

13.2 Neither failure nor delay by Carrier or Shipper to exercise any right or remedy provided herein shall operate as a waiver with respect to a future exercise thereof, nor shall any single or partial


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exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

13.3 In the event of any breach of a term or condition of this Agreement by either Party, the other Party’s remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, indirect, pecuniary, punitive, or economic damages, howsoever caused.

14. Financial Assurances.

14.1 At all times during the Term of this Agreement, Shipper shall either (a) maintain credit ratings that are no lower than any of the minimum credit ratings set forth below, or (b) maintain in place a guarantee in favor of and in form and substance acceptable to Carrier in its sole discretion (the “Guarantee”):

Moody’s Investor Services: Baa3 Standard & Poor’s: BBB-

14.2 If at any time during the Term of this Agreement, (a) Shipper’s credit rating shall fall below one or more of the minimum credit ratings set forth in the preceding section, or (b) if a Guarantee shall be required in accordance with the preceding section and the credit rating of the guarantor shall fall below one or more of the minimum credit ratings set forth above, then during the Term of this Agreement, Shipper shall, within three (3) days after the date of the downgrade, provide to Carrier a letter of credit or other credit support from a bank, financial institution or other third party acceptable to Carrier in its sole discretion. Such letter of credit or other credit support shall be for a principal amount that is reasonably determined by Carrier to be acceptable and, at a minimum, equal to the Shipper’s total Committed Volume for the twelve (12) month period commencing on the date of such letter of credit or other credit support, and shall otherwise be on terms and conditions acceptable to Carrier in its sole discretion. Should the Shipper or a guarantor subsequently meet the minimum credit ratings noted above in Section 14.1, such letter of credit or other credit support shall be cancelled.

15. Notices. Except as where otherwise provided herein, any notice, statement, or invoice provided for in this Agreement shall be in writing and shall be considered as having been given if hand carried, facsimiled, emailed, or if mailed by United States mail, postage prepaid, to the following address, respectively:

If to Shipper: [insert shipper name] Address: Attention: Fax: Email: with a copy to: [insert name] Address:


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Attention: Fax: Email: If to Carrier: NST Express, LLC Address: 16105 32nd Street N.W. East Fairview, ND 59221 Attention: Erik Ludtke Fax: 281-813-9746 Email: [email protected] with a copy to: Latham & Watkins LLP Address: 811 Main Street, Suite 3700 Houston, Texas 77002 Attention: Brett Braden Fax: 713-546-5401 Email: [email protected]

or to such other address as such Party may indicate by a written notice delivered in accordance with this Section.

16. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, without recourse to any principles of law governing conflicts of law, which might otherwise be applicable.

17. Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, or by an empowered government agency, such findings shall not affect the remaining provisions of this Agreement, which are not found to be invalid, illegal or unenforceable, unless such construction would be unreasonable.

18. Default; Indemnification.

18.1 Either Party hereunder shall be in default if such Party: (a) materially breaches any provision of this Agreement and such breach is not cured within fifteen (15) days after written notice describing such breach in reasonable detail is received by such Party; (b) becomes insolvent, enters voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors; or (c) fails to pay any undisputed sums due hereunder (each, a “Default”).

18.2 If either Party is in Default as described above, and such Default continues for a period of more than ninety (90) days, then the non-defaulting Party may: (a) terminate this Agreement upon written notice to the defaulting Party; (b) withhold any payments due to the defaulting Party under this Agreement; and/or (c) pursue any other remedy at law or in equity.

18.3 Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and the other Party’s Indemnified Parties from and against any and all Claims arising out of, relating to or in connection with any injury or death of persons or damage to property arising out of, relating to, or in connection with (i) any act or omission on the part of such Party, including such Party’s


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employees, contractors, nominees, agents, or any other individual or entity acting on behalf of such Party in connection with or related to this Agreement, (ii) any violation of laws, rules or regulations (including, without limitation, Environmental Laws) by such Party or its employees, contractors, nominees, agents, or any other individual or entity acting on behalf of such Party in connection with or related to this Agreement, or (iii) any breach by such Party of any of its representations, warranties, covenants, agreements or obligations herein. “Environmental Laws” means any federal, tribal, state, local or foreign law (including common law), statute, rule, regulation, requirement, ordinance and any writ, decree, bond, authorization, approval, license, permit, registration, binding criteria, standard, consent decree, settlement agreement, judgment, order, directive or binding policy issued by or entered into with a Governmental Authority pertaining or relating to: (a) pollution or pollution control, including, without limitation, storm water; (b) protection of human health from exposure to hazardous materials or protection of the environment; (c) employee safety in the workplace; or (d) the management, presence, use, generation, processing, extraction, treatment, recycling, refining, reclamation, labeling, transport, storage, collection, distribution, disposal or release or threat of release of hazardous materials. “Environmental Laws” shall include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Solid Waste Disposal Act (as amended by the Resource Conservation and Recovery Act), 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Federal Safe Drinking Water Act, 42 U.S.C. §§ 300f-300, the Federal Air Pollution Control Act, 42 U.S.C. § 7401 et seq., the Oil Pollution Act, 33 U.S.C. § 2701 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Endangered Species Act, 16 U.S.C. § 1531 et seq., the National Historic Preservation Act, 16 U.S.C. § 470 et seq. and the regulations and orders respectively promulgated thereunder, each as amended, or any equivalent or analogous state or local statutes, laws or ordinances, any regulation promulgated thereunder and any amendments thereto. The Parties’ obligations in this Section shall survive the termination of this Agreement.

18.4 Notice of Indemnification Claims. Any Indemnified Party shall give written notice to the Indemnifying Party within sixty (60) days after the date on which Indemnified Party has been served with a lawsuit or demand it believes is subject to an indemnification obligation of such Indemnifying Party under this Section (except that no such notice shall be required if Indemnifying Party is also a named party to such lawsuit). Such notice (if required) will specify, to the extent known by the Indemnified Party, the nature of and specific basis for such Claim and the amount or the estimated amount thereof to the extent then practicable.

19. Dispute Resolution.

19.1 Except as otherwise expressly provided herein, any and all claims, disputes, controversies or other matters in question arising out of or relating to this Agreement (including any renewals, extensions or modifications) or the transactions or matters contemplated hereunder (all of which are referred to herein as “Disputes”) shall be resolved solely in accordance with this Section whether such Disputes sound in contract, tort, or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief. For the purposes of this Section only, the terms “Party” and “Parties” shall include, in addition to the definitions of these terms provided for herein, any parent, subsidiary or Affiliate of the Parties.

19.2 If a Dispute occurs that the senior representatives of the Parties responsible for the transaction contemplated by this Agreement have been unable, in good faith, to settle or agree upon a resolution within a period of five (5) days after such Dispute arose, each Party shall nominate and commit one of its senior officers to meet at a mutually agreed time and place not later than fifteen (15) days after the Dispute has arisen to attempt to resolve same. All negotiations at any meeting pursuant to this provision are confidential and shall be treated as compromise and settlement negotiations for purposes of


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the arbitration and the arbitrators shall not be entitled to consider such settlement negotiations in rendering a decision. If such senior representatives have been unable to resolve such Dispute within a period of five (5) days after such meeting, or if such meeting has not occurred within fifteen (15) business days following such Dispute arising, then any Party shall have the right, by written notice to the other, to resolve the Dispute in accordance with the following provisions.

19.3 Except as otherwise expressly provided herein, any Dispute of at least $15,000 in value that is not resolved pursuant to the foregoing provisions of this Section shall be settled exclusively and finally by arbitration in accordance with this Section:

19.3.1 At the written request of any Party, any Dispute shall be resolved by binding arbitration pursuant to the Federal Arbitration Act, which will apply even though this Agreement provides that it is governed by the laws of the State of Texas. For purposes of the application of any statutes of limitation, the service of a written request for arbitration is the equivalent of the filing of a lawsuit.

19.3.2 The validity, construction, and interpretation of this Section, and all procedural aspects of the arbitration conducted pursuant hereto, including the determination of the issues that are subject to arbitration (i.e., arbitrability), the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this Agreement or this arbitration provision, allegations of waiver, laches, delay or other defenses to arbitrability, and the rules governing the conduct of the arbitration (including the time for filing an answer, the time for the filing of counterclaims, the times for amending the pleadings, the specificity of the pleadings, the extent and scope of discovery, the issuance of subpoenas, the times for the designation of experts, whether the arbitration is to be stayed pending resolution of related litigation involving third Parties not bound by this Agreement, the receipt of evidence, and the like), shall be decided by the arbitrators. The arbitration shall be conducted using the Commercial Arbitration Rules of (but not administered by) the American Arbitration Association (the “AAA”) or any successor when not in conflict with the Federal Arbitration Act, and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control.

19.3.3 All arbitration proceedings hereunder shall be before a panel of three (3) arbitrators. Each person acting as an arbitrator must (i) be impartial, and (ii) not represent or work for or on behalf of any Party hereto in any matter prior to or at the time of any proceedings described herein, (iii) have at least ten (10) years of experience in or relating to the midstream sector of the oil and gas industry (including persons who have experience in or relating to the midstream sector through work for any upstream company) and (iv) be financially literate. Carrier and Shipper shall each appoint one arbitrator and the third arbitrator shall be selected by the arbitrators appointed by Carrier and Shipper within twenty (20) days after their appointment. If either Carrier or Shipper has failed to designate an arbitrator within fourteen (14) days after the arbitration is requested or if the two appointed arbitrators shall fail to select a third arbitrator within twenty (20) days after their appointment, then an arbitrator shall be selected by the American Arbitration Association. Except as to the requirements set forth in the second sentence of this Section, no Party may dispute the appointment of any arbitrator selected by the other Party. Any dispute with respect to the appointment of any arbitrator selected by the other Party must be raised in writing within five (5) days of the appointment of the third arbitrator, and the third arbitrator’s decision with respect to any such dispute will be final and binding.

19.3.4 Discovery shall be made pursuant to the Rules of the AAA procedure and completed within five (5) Months of selection of the third arbitrator.

19.3.5 In deciding the substance of the Dispute, the arbitrators shall refer to the substantive laws of the State of Texas for guidance (excluding choice-of-law principles that might call for the application of the laws of another jurisdiction).


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19.3.6 The arbitrators shall conduct a hearing within six (6) Months after appointment of the third arbitrator, and shall render a final decision completely disposing of the Dispute that is the subject of such proceedings within thirty (30) days after the final hearing. The Parties shall instruct the arbitrators to impose time limitations they consider reasonable for each phase of such proceeding, including, without limitation, limits on the time allotted to each Party for the presentation of its case and rebuttal. The arbitrators shall actively manage the proceedings as they deem best so as to make the proceedings fair, expeditious, economical and less burdensome than litigation. To provide for speed and efficiency, the arbitrators may: (i) limit the time allotted to each Party for presentation of its case; and (ii) exclude testimony and other evidence they deem irrelevant or cumulative.

19.3.7 The final decision of the arbitrators shall be in writing, and set forth the reasons for such final decision, and if the arbitrators award monetary damages to any Party, obtain a certification by the arbitrator that they have not included any incidental, special, treble, exemplary or punitive damages. Except as needed to enforce the arbitrators’ decision, to the fullest extent permitted by law, and subject to the other provisions of this Agreement, arbitration proceeding and the arbitrators’ decision and award shall be maintained in confidence by the Parties and the Parties shall instruct the arbitrators to likewise maintain such matters in confidence.

19.4 Judgment on the award rendered pursuant to the terms of this Section may be entered and enforced in any court having jurisdiction thereof in accordance with applicable laws. The arbitrators shall have no authority to award any damages that are excluded under any express provision of the Agreement.

19.5 The site of any arbitration brought pursuant to this Agreement shall be Houston, Texas, and the language in which the arbitration shall be conducted, including all writings relating thereto, shall be English.

19.6 The Parties hereby agree to continue to perform their respective obligations under the Agreement while any Dispute is pending.

19.7 Notwithstanding anything to the contrary herein, any Party may proceed to any court of competent jurisdiction to obtain provisional injunctive, ancillary or other equitable relief if such action is necessary to avoid irreparable harm or to preserve the status quo pending the resolution of the Dispute in accordance with the provisions of this Section. The filing of a court action will not constitute a waiver of the right of any Party, including the suing Party, thereafter to require submittal of the Dispute to arbitration.

19.8 Notwithstanding the foregoing, the arbitration of the underlying Dispute shall proceed in accordance with the terms hereof during the pendency of the proceeding to obtain such provisional injunctive, ancillary or other equitable relief.

19.9 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE SUBMISSION OF ANY DISPUTE FOR SETTLEMENT BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION, AND HEREBY WAIVES THE RIGHT TO PROCEED TO COURT OR ANY OTHER FORUM THAT MAY APPLY TO IT BY REASON OF ITS PRESENT OR FUTURE DOMICILE, OR FOR ANY OTHER REASON EXCEPT (1) RECOURSE TO COURTS FOR ENFORCEMENT OF ARBITRAL AWARDS OR OTHER ORDER OF THE ARBITRATORS ISSUED IN AN ARBITRATION PURSUANT TO THIS SECTION, (2) SEEKING ENFORCEMENT OF ANY INTERIM OR CONSERVATORY MEASURES ALLOWED BY THE RULES OF ARBITRATION OF THE AAA, OR (3) SEEKING ANY PROVISIONAL INJUNCTIVE,


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ANCILLARY OR OTHER EQUITABLE RELIEF AS ALLOWED IN THIS SECTION. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO BRING ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE ANY ARBITRAL AWARD OR OTHER ORDER OF THE ARBITRATORS ISSUED IN AN ARBITRATION PURSUANT TO THIS SECTION OR SEEKING ANY INTERIM OR CONSERVATORY MEASURES PURSUANT TO THE RULES OF ARBITRATION OF THE AAA AGAINST ANY PARTY IN ANY OTHER JURISDICTION PERMITTED BY LAW.

19.10 WAIVER OF JURY TRIAL; SUBMISSION TO JURISDICTION. THE PARTIES INTEND THAT THE ARBITRATION PROVISION SET FORTH HEREIN BE VALID AND ENFORCEABLE. HOWEVER, IN THE EVENT THAT SUCH PROVISION IS FOUND NOT TO BE ENFORCEABLE FOR ANY REASON, OR TO THE EXTENT ANY PARTY PROCEEDS TO COURT AS PERMITTED BY THIS SECTION, THEN EACH PARTY (A) HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA AND THE COURTS OF THE STATE OF TEXAS, IN EACH CASE LOCATED IN HOUSTON, TEXAS (B) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (C) AGREES THAT SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY CERTIFIED OR REGISTERED MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT, (D) AGREES THAT ANY SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF, AND (E) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND TECHNICAL ISSUES, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY DISPUTE DETERMINED IN A COURT OF LAW SHALL BE DECIDED BY TRIAL BY A JUDGE. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

20. Further Assurances. From time-to-time, as and when reasonably requested by either Party, the other Party will execute and deliver or cause to be executed and delivered all such documents and instruments and will take or cause to be taken further or other actions to implement or give effect to this Agreement, provided such documents, instruments or actions are consistent with the provisions of this Agreement and accepted industry practice. All such further documents, instruments or actions will be delivered or taken an no additional consideration other than reimbursement of any expenses reasonably incurred by the Party providing such further documents or instruments or performing such further acts, by the Party at whose request such documents or instruments were delivered or acts performed.


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21. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission shall be deemed an original signature hereto.

22. Independent Contractor. In the performance of any work by or through Carrier for Shipper hereunder, Carrier conclusively shall be deemed an independent contractor, with the right and authority to direct and control all services and other work being performed by the employees, subcontractors or agents of Carrier. However, all such services and other work shall be subject to Shipper’s general right of inspection and approval. Shipper shall have no right or authority to supervise or give instructions to the employees, subcontractors, agents, or representatives of Carrier, and such employees, subcontractors, agents or representatives at all times shall be under the direct and sole supervision and control of Carrier. Any suggestions that may be given by Shipper shall be given only to the supervisor or to the other Person in charge of Carrier’s crew; it is the understanding and intention of the Parties hereto that no relationship of master and servant or principal and agent shall exist between Shipper and the employees, agents or representatives of Carrier.

23. No Third Party Beneficiary. This Agreement creates no rights in parties that are not signatories hereto except their Affiliates, where the terms and conditions of this Agreement would confer any rights upon any of them. No third party beneficiaries are intended or created hereby except as to Affiliates as stated herein. It is expressly agreed that each Party’s Affiliates are express third party beneficiaries of this Agreement.

24. Entirety of Agreement. This Agreement between Carrier and Shipper together with the FERC Tariffs constitutes the entire agreement between the Parties regarding the matters addressed in this Agreement, and supersedes all other prior and contemporaneous agreements, whether written or oral, between the Parties. No variation, modification, or change shall be binding upon a Party unless effectuated by an instrument in writing executed by a duly authorized officer or a duly authorized agent for it.

25. Captions or Headings. The headings appearing at the beginning of each Section are all inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement, or any provision or provisions hereof, or in connection with determining the duties, obligations, or liabilities of the Parties or in ascertaining intent, if any question of intent should arise.

[signature page follows]


IN WITNESS WHEREOF, Carrier and Shipper have caused this Transportation Services Agreement to be duly executed, all as of the date set forth above.

NST EXPRESS, LLC By: NST Express, LLC, its sole member By: Name: Title: Date: [insert Shipper name] By: Name: Title:

Date:


A-1

Schedule A Applicable Rates

The Committed Rates shall be as set forth below, for those shippers that make long-term commitments to ship the Committed Volume for no less than 60 Months.

Pipeline Route(s):

Route Origination Destination

1 Alexander, North Dakota Fairview, North Dakota

[additional routes to be inserted if applicable]

Base Committed Rates for Committed Volumes:

[ ] yr commitment terms: Route Volume Tariff ($/bbl)

1 [insert volume range or tiers] [insert tariff rate or rates] [additional routes to be inserted if

applicable]

[ ] yr commitment terms: Route Volume Tariff ($/bbl)

1 [insert volume range or tiers] [insert tariff rate or rates] [additional routes to be inserted if

applicable]

Uncommitted Rates: For shipments of Uncommitted Volumes, Carrier plans to file an initial Uncommitted Rate that will be at least $.01 less than the tariff posted for each similar Committed Volume category; however, the Uncommitted Rate is subject to FERC’s rate standards and procedures.


B-1

Schedule B

Term

The Initial Term of the Agreement shall commence on the Effective Date and shall expire at the end of the Day preceding the fifth anniversary of the Completion Date, provided that such Initial Term shall not be less than sixty (60) Months.

Provided that no Default has occurred and is continuing, the Agreement shall automatically renew for successive one (1) year Extension Periods unless terminated by either Party by written notice given not less than one hundred eighty (180) days prior to the expiration of the Initial Term or any subsequent Extension Period.


C-1

Schedule C Committed Volume

Shipper’s Committed Volume

Year 1______________ Barrels/day

Year 2______________ Barrels/day

Years 3+____________ Barrels/day

nst express pro forma transportation ... - northstar …

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