BELLE FOURCHE PIPELINE CO — Corrective Action Order

520165013H_Corrective Action Order_12202016.pdf, page 1Official PDFU.S. Department of Transportation Washington, DC 20590 1200 New Jersey Avenue SE Materials Safety Pipeline and Hazardous Administration VIA CERTIFIED MAIL AND FAX TO: 307-237-3164 December 20, 2016 Mr. H. A. True, III, President Belle Fourche Pipeline Company P.O. Box 2360 Casper, WY 82602-2360 Re: CPF No. 5-2016-5013H Dear Mr. True: Enclosed is a Corrective Action Order (CAO) issued in the above-referenced case. It requires Belle Fourche Pipeline Company to take certain corrective actions with respect to the Bicentennial Pipeline system that failed on December 5, 2016, near Belfield, North Dakota. Service of this CAO is being made by certified mail and facsimile. Service of the CAO by electronic transmission is deemed complete upon transmission and acknowledgement of receipt, or as otherwise provided under 49 C.F.R. § 190.5. The terms and conditions of this Order are effective upon completion of service. Thank you for your cooperation in this matter. Sincerely, lan K. Mayberry Associate Administrator for Pipeline Safety Enclosure CC: Ms. Linda Daugherty, Deputy Associate Administrator for Field Operations, OPS Mr. Chris Hoidal, Region Director, Western Region, OPS Mr. Ken Dockweiler, Director of Land, Government & Compliance, Belle Fourche Pipeline Company, P.O. Box 2360, Casper, Wyoming 82602 Mr. Jared Radosevich, Pipeline Compliance Coordinator, Belle Fourche Pipeline Company, P.O. Box 2360, Casper, Wyoming 82602#

520165013H_Corrective Action Order_12202016.pdf, page 2U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 In the Matter of ) ) Belle Fourche Pipeline Company, ) CPF No. 5-2016-5013H Respondent. ) ) CORRECTIVE ACTION ORDER Purpose and Background: This Corrective Action Order (CAO or Order) is being issued, under the authority of 49 U.S.C. § 60112, to require Belle Fourche Pipeline Company (BFPC or Respondent), to take necessary associated with the recent failure on BFPC's Bicentennial Pipeline system. corrective action to protect the public, property, and environment from potential hazards On December 5, 2016, an accident occurred on the Bicentennial Pipeline system, resulting in the release of approximately 4,200 barrels of crude oil into the Ash Coulee Creek (the Failure).' The Bicentennial line is a 6-inch diameter pipeline approximately 58 miles in length that transports Bakken crude oil from Skunk Hill Pump Station in Billings County, North Dakota, to Bicentennial Station in McKenzie County, North Dakota (Bicentennial Pipeline or Affected Segment). See Figure 1. The cause of the Failure has not yet been determined. Pursuant to 49 U.S.C. § 60117, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), initiated an investigation of the accident. The preliminary findings of the ongoing investigation are as follows. Preliminary Findings: • BFPC gathers and transports crude oil in the Williston Basin of western North Dakota and the Powder River Basin of Wyoming? ' On December 8, 2016, BFPC provided an initial spill estimate of 1,000 barrels. On December 12, 2016, BFPC revised this amount to approximately 4,200 barrels based on the meter data. " Belle Fourche Pipeline Company's website, available at http://www.bellefourchepipeline.com/ (last accessed December 20, 2016).#

520165013H_Corrective Action Order_12202016.pdf, page 3CPF No. 5-2016-5013H Page 2 • The tailed segment is a 6-inch diameter line that transports Bakken crude oll and run rom Skunk Hill Pump Station to the Treetop Station, a distance of approximately I. miles (Isolated Segment). The Failure occurred near Milepost (MP) 17.4 near Ash Coulee Creek in Billings County, North Dakota (Failure Site). The oil traveled approximately 4.5 river miles downstream from the point of release into the eastern edge of a High Consequence Area (HCA) (ecologically sensitive area).3 The Ash Coulee Creek ultimately drains into the Little Missouri River. There are numerous other drainage paths and creeks that the pipeline traverses that lead to the Little Missouri River. It appears that much of the Affected Segment may affect HAs due to the topography and drainage of the land. • The Bicentennial Pipeline system was constructed between 1980 and 1990. A portion of the Isolated Segment near the release site was replaced in 2013 using a Horizontal Directional Drill (HDD). The new HDD-installed pipeline consists of 6-inch, 0.250-inch wall thickness, Grade API 5LX-52 pipe. The new pipe was connected to the adjacent thicknes, and Crade in 5212 hich constance binded diam) pipe. She ph wal flowrate is fairly low. • The maximum operating pressure (MOP) of the pipeline was 1100 psig, as established by hydrostatic test in 2013. At the time of the Failure, the actual operating pressure of the pipeline was 621 psig, as measured at the discharge pump at the Skunk Hill Station. • At approximately 10:30 am MST, on December 5, 2016, a failure occurred on the Bicentennial Pipeline in Billings County, North Dakota, resulting in the release of approximately 4,200 barrels of crude oil into the Ash Coulee Creek. A rancher at the release site discovered the release, which was not detected by BFPC's leak detection system. The Failure was reported to the National Response Center (NRC Report No. 1165618) on December 5, 2016, at approximately 12:21 pm MST by Respondent. The Failure was subsequently reported two more times: (1) a concerned citizen reported at 8:09 am MST on December 7, 2016, that there was a release into the Ash Coulee Creek (NRC Report No. 1165786); and (2) the U.S. Forest Service Region 1 reported at 6:22 pm MST on December 9, 2016, that a pipeline in the Dakota Prairie Grasslands had an equipment failure (NRC Report No. 1166008). • It was difficult to access the failure site and investigate the accident due to weather conditions in the area. The roads leading to Belfield, North Dakota were snowy and covered in ice. Investigators had to travel off-road approximately 2 miles, and then walk approximately 300 yards in 2-feet deep snow to reach the release site. Because there were numerous ground fissures covered by the snowfall, investigators had to walk directly behind one another to avoid falling into crevices. Temperatures ranged from minus 20- 30° F. 3 According to 49 C.F.R. § 195.450, a "High Consequence Area" is (1) a commercially navigable waterway, (2) a in § 195.6. high population area, (3) an "other populated area," or (4) "an unusually sensitive area," as more specifically defined#

520165013H_Corrective Action Order_12202016.pdf, page 4CPF No. 5-2016-5013H Page 3 • Immediately following discovery of the Failure, BFPC halted operation of the Isolated Segment, physically isolated the failed pipeline segment from the Skunk Hill Pump Station to the Treetop Station (a distance of approximately 19 miles), and closed the manually-operated block valves on both sides of the release location. The Isolated Segment was then drained of product. Booms were installed on the Ash Coulee Creek at the three- and four-mile marks on December 5, 2016, and additional booms were installed downstream two days later. The migration of crude oil has stopped and clean up has begun along the creek. • Various state and federal agencies responded to the scene, including PHMSA, the U.S. Environmental Protection Agency (EPA), and the North Dakota Department of Health. • The cause of the Failure is unknown and the investigation is ongoing. It appears that there has been ground movement in the area of the Failure, as indicated by numerous ground estimated to be in the HDD-installed segment installed in 2013. The HDD places the pipe fissures and slope sloughing along the pipeline right-of-way (ROW). The release site is at approximately 45 feet below the ground surface. BFPC plans to excavate the failed pipe once excavation can be accomplished safely. • Although the Failure investigation is ongoing, and this analysis may change, the release site may be where the pipeline experienced compressive or other bending forces within the slope failure. Although the cause of the Failure is not yet determined, this type of excessive stress and strain imposed by land movement could occur in other areas of the pipeline system where similar conditions exist. It appears that a majority of the Affected Segment traverses similar topographic features prone to slope instability. • The accident did not cause any known injuries. According to the EPA, the release appears to have entered the Little Missouri National Grassland, and may have caused some grazing cattle to become ill or die." • In 2004 and 2009, PHMSA conducted Integrity Management Plan (IMP) inspections on BFPC. Both inspections revealed that portions of BFPC's pipeline system lacked accurate or timely leak-detection systems. • On January 23, 2015, PHMSA issued a CAO to Bridger Pipeline, LLC (Bridger), for a failure that occurred on January 17, 2015, and resulted in a release of crude oil into the Yellowstone River (CPF 5-2015-5003H). Item 10 of the CAO ordered Bridger to review and assess the effectiveness of its emergency response plan and facility response plan (FRP). BFPC's Bicentennial Pipeline and Bridger are covered by the same FRP. PHMSA has received and reviewed the FRP for the North Dakota, Montana, and Wyoming Response Zones, dated July 2016. This FRP, however, does not adequately address Item 10 of the 2015 CAO and has been deemed inadequate for other systems, including the Bicentennial Pipeline system. * According to the North Dakota Department of Health, there were at least two cows confirmed dead in the area of the oil spill, but the cause of death has not been verified by a veterinarian.#

520165013H_Corrective Action Order_12202016.pdf, page 5CPF No. 5-2016-5013H Page 4 • In April 2016, a third-party vender performed an in-line inspection (ILI) of the Bicentennial Pipeline. As part of its investigation of the Failure, PHMSA is reviewing the ILI vendor results to insure BFPC had met the required remediation upon discovery of any anomalies on the pipeline. PHMSA has requested but has not yet received the report from the 2016 ILI runs. Determination of Necessity for Corrective Action Order and Right to Hearing: Section 60112 of Title 49, United States Code, provides for the issuance of a Corrective Action Order, atter reasonable notice and the opportunity for a hearing, requiring corrective action, which may include the suspended or restricted use of a pipeline facility, physical inspection, testing, repair, replacement, or other action, as appropriate. The basis for making the determination that a pipeline facility is or would be hazardous, requiring corrective action, is set forth both in the above-referenced statute and 49 C.F.R. § 190.233, a copy of which is enclosed. Section 60112 and the regulations promulgated thereunder provide for the issuance of a Corrective Action Order, without prior notice and opportunity for hearing, upon a finding that failure to issue the Order expeditiously would result in the likelihood of serious harm to life, property, or the environment. In such cases, an opportunity for a hearing and expedited review will be provided as soon as practicable after the issuance of the Order. After evaluating the foregoing preliminary findings of fact, I find that continued operation of the pipeline without corrective measures is or would be hazardous to life, property, or the environment. Additionally, having considered the location of the Failure, the hazardous nature of the product being transported, the proximity of the pipeline to ecologically sensitive areas, the fact that the release was not detected by Respondent's leak detection system, the inaccessibility of the pipe, and the ongoing investigations to determine the cause of the Failure, I find that a failure to issue this Order expeditiously to require immediate corrective action would result in the likelihood of serious harm to life, property, or the environment. Accordingly, this Corrective Action Order mandating immediate corrective action is issued without prior notice and opportunity for a hearing. The terms and conditions of this Order are effective upon receipt. Within 10 days of receipt of this Order, Respondent may contest its issuance obtain expedited review either by answering in writing or requesting a hearing under 49 C.F.R. § 190.211, to be held as soon as practicable under the terms of such regulation, by notifying the Associate Administrator for Pipeline Safety in writing, with a copy to the Director, Western Region, i the tens, wit PHMSA (Director). If Respondent requests a hearing, it will be held telephonically or in-person in Lakewood, Colorado. After receiving and analyzing additional data in the course of this investigation, PHMSA may identify other corrective measures that need to be taken. In that event, PHMSA will notify Respondent of any additional measures that are required and an amended Order issued, if necessary. To the extent consistent with safety, Respondent will be afforded notice and an opportunity for a hearing prior to the imposition of any additional corrective measures.#

520165013H_Corrective Action Order_12202016.pdf, page 6CPF No. 5-2016-5013H Page 5 Required Corrective Actions: Definitions: Affected Segment - The Affected Segment is Respondent's crude-oil Bicentennial Pipeline system that runs approximately 58 miles in length, from the Skunk Hill Pump Station in Billings County, North Dakota, to the Bicentennial Station in McKenzie County, North Dakota, as illustrated in Figure 1. Director - The Director means the Director, Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety, Western Region. Isolated Segment - The Isolated Segment is that portion of the Affected Segment running approximately 19 miles from the Skunk Hill Pump Station to the Treetop Pump Station, as illustrated in Figure 1. Pursuant to 49 U.S.C. § 60112, I hereby order BFPC to immediately take the following corrective actions for the Affected Segment (including the Isolated Segment): 1. Shutdown of Isolated Segment. BFPC must not operate the Isolated Segment until authorized to do so by the Director. 2. Aerial Patrols of Affected Segment. BFPC must provide daily aerial patrols of the Affected Segment for the next 14 calendar days from the date of this Order. One of the aerial patrols during this time must utilize Forward Looking Infrared Radar (FLIR) or equivalent technology to locate any areas of potential crude oil leakage. After the next 14 calendar days, provide weekly aerial patrols for one year not to exceed 8 days, weather and safety conditions permitting. 3. Return to Service. BFPC must obtain written approval from the Director prior to resuming operation of the Isolated Segment of the pipeline. 4. Excavation of Failure. BFPC must provide PHMSA with advance notice of at least three business days prior to the failed section of pipe being excavated. BFPC must not conduct on-site testing or pipeline removal without a PHMSA Representative on site. 5. Metallurgical Testing. Within 90 days of receipt of this Order, BFPC must complete mechanical and metallurgical testing and failure analysis of the failed pipe section, including analysis of the forces need to fail the pipe should it have occurred due to external loads. BFPC will complete the testing and analysis as follows. a. Document the chain-of-custody when handling and transporting the failed pipe section and other evidence from the Failure site; b. Within 10 days of receipt of this Order, develop and submit to the Director the testing protocol, including selection of the testing laboratory, for prior approval;#

520165013H_Corrective Action Order_12202016.pdf, page 7CPF No. 5-2016-5013H Page 6 c. Prior to commencing the mechanical and metallurgical testing, provide the Director with the scheduled date, time, and location of the testing to allow a PHMSA representative to witness the testing; and d. Ensure that the testing laboratory distributes all resulting reports in their entirety (including all media), whether draft or final, to the Director at the same time as they are made available to Respondent. 6. Root Cause Failure Analysis. Within 120 days following receipt of this Order, BFPC must complete a root cause failure analysis that is supplemented and facilitated by an independent third-party vendor acceptable to the Director. The root cause analysis must document all contributory factors and the decision-making process. BFPC must submit a tinal report of the root cause analysis to the Director, including any lessons learned and whether the findings are applicable to other locations within the Affected Segment. 7. Emergency Response. BFPC must review and assess the effectiveness of the emergency response, including implementation of the company's FRP, as related to the Failure, including response equipment, deployment actions, and training activities prior to the Failure, as well as on-scene response, coordination, communication, and support during the Failure. BFPC must submit any revisions to PHMSA for review and approval prior to starting up the Isolated Segment, but no later than 90 days. 8. Geotechnical Evaluation of Existing HDD-installed Pipe Segments. Within 180 days of receipt of this Order, BFPC must complete a geohazard evaluation and analysis of the existing HDD-installed pipe segments, the surrounding subsoil conditions, and any waterways crossed within the Affected Segment, to ensure that the HDD-installed pipe segments have been installed to minimize damage. The analysis shall be facilitated by an independent third-party geotechnical specialist acceptable to the Director. The geotechnical analysis must document soil parameters, topography, river flow, and other design factors when assessing the existing HDD-installed segments and evaluate whether a significant risk of pipeline damage exists. Respondent must submit a final report of the geohazard analysis of the existing HDD-installed segments to the Director, including any lessons learned and whether the findings are applicable to other locations within the Affected Segment. 9. Future Geotechnical Evaluation and Remediation. Within 12 months of resuming operation, BFPC must perform a risk assessment of all slopes steeper than 3H:1V in proximity to the Affected Segment to determine whether slope movement could damage the pipeline. BFPC must submit to the Director for approval an analysis and remediation plan of whether HDD crossings should be installed at these locations or whether the pipeline should be rerouted or reinstalled deeper to avoid unstable areas. 10. Records Verification. As recommended in PHMSA Advisory Bulletin 2012-06, BFPC must verify the records for the Affected Segment that confirm the operating specifications for MOP. Within 30 days of receipt of this Order, BFPC must submit reports) on this record verification for the Affected Segment to the Director and make the supporting records available. Within 90 days of receipt of this Order, BFPC must#

520165013H_Corrective Action Order_12202016.pdf, page 8CPF No. 5-2016-5013H Page 7 submit a report to the Director on the remaining portion of the Affected Segment and make the supporting records available. 11. In-line Inspection. Within two months of resuming operation of the Isolated Segment, BFPC must perform an ILI of the entire Affected Segment. The Director must provide prior approval of the final criteria and technology considerations taken into account in selecting the specific inspection tool. At a minimum, the ILI tool must be able to detect deformation that may be resulting from externally-imposed stress, e.g. ground movement. The data analysis must be completed within 60 days of successful completion of the ILI. The ILI vendor must evaluate the results per a performance specification, including consideration of the location and size of the defects and/or deformation. The ILI vendor must distribute all reports in their entirety (including all media), whether preliminary or final, to the Director and the Respondent at the same time. Respondent must submit a final report to the Director with a comparison of the results of the ILI with the results of previous ILIs, including criteria and a plan for remediation of anomalies. 12. Reporting. BFPC must submit quarterly reports to the Director that: (1) include all available data and results of the testing and evaluations required by this Order; and (2) describe the progress of the repairs or other remedial actions being undertaken. The first quarterly report is due on March 1, 2017. The Director may change the interval for the submission of these reports. 13. Leak Detection. BFPC must install and implement leak-detection equipment that is compliant with 49 C.F.R. 88 195.134, 195.444, and 195.452(i), according to API RP 1130 requirements for the Affected Segment. Installation of devices should be completed within six months of receipt of this Order in accordance with a risk-based schedule provided to PHMSA that meets the following requirements: a. A high priority shall be placed on areas associated with the Little Missouri River and other water crossings over 100 feet wide. b. BFPC must implement instrumentation maintenance and a repair tracking system that keeps all control room instruments functional and properly prioritized within 30 days of being installed. c. Within nine months of receipt of this Order, BFPC must provide documentation of the Supervisory Control and Data Acquisition (SCADA) system for the Affected Segment. This shall include, but not be limited to, display reviews for consistency with API RP 1165 application and added instrumentation, point-to- point completed checkouts for leak detection, and associated instrumentation such as flow and pressure monitoring, low-low alarm pressure limits for those points that do not operate in slack line condition, verification of the accuracy of all points, pressure cycle monitoring, implementation of pressure and flow rate monitoring application where possible, and training operators on the system. A change to the pipeline monitoring or operation locations may not result in decreased operations monitoring or leak detection performance. If third parties are utilized for operations and monitoring control room activities, contracts shall be kept current and performance of the third-party vendor periodically audited.#

520165013H_Corrective Action Order_12202016.pdf, page 9CPF No. 5-2016-5013H Page 8 In addition to the above Corrective Action Items, PHMSA strongly encourages, but does not order, that Respondent implement a Safety Management System (SMS). API RP 1173 provides Other Requirements: 1. Reporting. BFPC must submit monthly reports to the Director that: (1) include all available data and results of the testing and evaluations required by this Order; and (2) describe the progress of the repairs or other remedial actions being undertaken. The first monthly report is due on January 31, 2017. The Director may change the interval for the submission of these reports. 2. Documentation of Costs. It is requested, but not required, that Respondent maintain documentation of the costs associated with implementation of this Order. BFPC should include in each monthly report the to-date total costs associated with: (1) preparation and revision of procedures, studies and analyses; (2) physical changes to pipeline infrastructure, including repairs, replacements and other modifications; and (3) environmental remediation, if applicable. 3. Approvals. With respect to each submission requiring the approval of the Director, the Director may: (a) approve the submission in whole or in part; (b) approve the submission on specified conditions; (c) modify the submission to cure any deficiencies; (d) disapprove the submission in whole or in part and direct Respondent to modify the submission; or (e) any combination of the above. In the event of approval, approval upon conditions, or modification by the Director, Respondent shall proceed to take all action required by the submission, as approved or modified by the Director. If the Director disapproves all or any portion of a submission, Respondent must correct all deficiencies within the time specified by the Director and resubmit it for approval. 4. Extensions of Time. The Director may grant an extension of time for compliance with any of the terms of this Order upon a written request timely submitted and demonstrating good cause for an extension. The actions required by this Corrective Action Order are in addition to and do not waive any requirements that apply to Respondent's pipeline system under 49 C.F.R. Part 195, under any other order issued to Respondent under authority of 49 U.S.C. § 60101, et seq., or under any other provision of Federal or State law. Respondent may appeal any decision of the Director to the Associate Administrator for Pipeline Safety. Decisions of the Associate Administrator shall be final. Be advised that all material you submit in response to this enforcement action is subject to being made publicly available. If you believe that any portion of your responsive material qualifies for confidential treatment under 5 U.S.C. 552(b), along with the complete original document you must provide a second copy of the document with the portions you believe qualify for#

520165013H_Corrective Action Order_12202016.pdf, page 10CPF No. 5-2016-5013H Page 9 confidential treatment redacted and an explanation of why you believe the redacted information qualifies for confidential treatment under 5 U.S.C. 552(b). Failure to comply with this Order may result in the assessment of civil penalties and in referral to the Attorney General for appropriate relief in U.S. District Court pursuant to 49 U.S.C. § 60120. In your correspondence on this matter, please refer to CPF No. 5-2016-5013H and for each document you submit, please provide a copy in electronic format whenever possible. The terms and conditions of this Corrective Action Order are effective upon receipt. DEC 2 0 2016 Mauklans Alan K. Mayberry Date Issued Associate Administrator for Pipeline Safety#

520165013H_Corrective Action Order_12202016.pdf, page 11CPF No. 5-2016-5013H Page 10 Affected Pipeline Segment Bicentennial )58.4ml Skunk Hill Little Missoun River Liltle Mo. Redto East BV Approx. Recose 0.0 m - 29.6 mi 17.4 mi Cerkoney BV Trestop 21.6 Mi Fat Rock Butte 55.3 ml Lte Missouri River Lact 2405 21.0 mi (< Isolated Pipeline Segment. →) Figure 1. Affected Segment and Isolated Segment Skunk Hill to Bicentennial 6' Provided by Belle Fourche#

520165013H_Closure Letter_02022024_(16-155053S)_text.pdf, page 1Official PDFVIA ELECTRONIC MAIL TO: MR. H.A. TRUE, III February 2, 2024 Mr. H. A. True, III President Belle Fourche Pipeline Company P.O. Box 2360 Casper, WY 82602-2360 CPF 5-2016-5013H Closure Letter Dear Mr. True: On December 20, 2016, the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued to Belle Fourche Pipeline Company a Corrective Action Order in the above-referenced case. This Order included a requirement to take corrective actions on your pipeline. Based on our review of the documentation you provided, it has been determined that you have complied with the terms of this Order. Accordingly, this case is now closed, and no further action is contemplated with respect to the matters involved in this case. Thank you for your cooperation in this matter. Sincerely, Dustin Hubbard Director, Western Region Pipeline and Hazardous Materials Safety Administration cc: PHP-60 Compliance Registry PHP-500 Jeff Gilliam (#16-155053S)#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 1Official PDFMarch 24, 2017 VIA CERTIFIED MAIL AND FAX TO: 307-237-3164 Mr. H.A. True, III President Belle Fourche Pipeline Company 455 N. Poplar Street P.O. Drawer 2360 Casper, WY 82602 Re: CPF No. 5-2016-5013H Dear Mr. True: Please find enclosed the Post-Hearing Decision regarding the Corrective Action Order issued to Belle Fourche Pipeline Company on December 20, 2016. The Decision confirms the Corrective Action Order with respect to the Bicentennial Pipeline system, with certain modifications. This Decision is being served by facsimile and certified mail in accordance with 49 C.F.R. § 190.5. The terms of the decision are effective upon receipt. Thank you for your cooperation in this matter. Sincerely, Alan K. Mayberry Associate Administrator for Pipeline Safety Enclosure cc: Ms. Linda Daugherty, Deputy Associate Administrator for Field Operations, OPS Mr. Chris Hoidal, Director, Western Region, OPS Mr. Colin G. Harris, Faegre Baker Daniels LLP (via email to colin.harris@Faegrebd.com) Ms. Ann Prouty, Faegre Baker Daniels LLP (via email to ann.prouty@Faegrebd.com) CERTIFIED MAIL - RETURN RECEIPT REQUESTED#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 2U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 ____________________________________ In the Matter of ) Belle Fourche Pipeline Company, ) CPF No. 5-2016-5013H ) ) ) Respondent. ) ____________________________________) POST-HEARING DECISION CONFIRMING CORRECTIVE ACTION ORDER On December 20, 2016, the Associate Administrator for Pipeline Safety, Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), issued a Corrective Action Order (CAO) under authority of 49 U.S.C. § 60112 and 49 C.F.R. § 190.233, finding that continued operation by Belle Fourche Pipeline Company (Belle Fourche or Respondent) of its Bicentennial Pipeline would be hazardous to life, property, or the environment. The CAO made preliminary findings that the hazards were associated with a failure of the pipeline discovered on December 5, 2016, and the hazards would continue unless certain corrective measures were taken. The CAO also found that failure to issue the order expeditiously without prior notice would result in a likelihood of serious harm to life, property, or the environment. The Respondent requested review of the CAO to determine whether the order should remain in effect. In accordance with 49 C.F.R. §§ 190.211 and 190.233(c), a hearing was held on February 21, 2017, in Denver, Colorado, before a Presiding Official from the Office of Chief Counsel, PHMSA. At the hearing, the Respondent provided an overview of its pipeline system, discussed the factual circumstances of the failure, and argued that the CAO should be terminated because OPS exceeded its statutory authority and relied on erroneous facts in issuing the CAO. In the alternative, Respondent requested that the terms of the corrective action be amended. I. Background On December 5, 2016 (estimated time 10:30 a.m.), a landowner reported a spill to Belle Fourche’s DOT Compliance Coordinator, who later confirmed the discharge from the Skunk Hill to Bicentennial pipeline system. It remains unknown exactly when the release started. Respondent initially estimated that 1200 barrels of crude oil were released, but later increased#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 3CPF No. 5-2016-5013H Page 2 that estimate to 12,6151 barrels on March 22, 2017. The crude oil was released into the Ash Coulee Creek due to a girth weld failure.2 Belle Fourche Pipeline Company is a liquids pipeline operator that gathers and transports crude oil. The company was founded in 1957 and is based in Casper, Wyoming. Belle Fourche Pipeline Company operates as a subsidiary of True Companies, Inc.3The Skunk Hill to Bicentennial pipeline system is approximately 58 miles long and transports Bakken crude oil westwards from the Skunk Hill Pump Station in Billings County, North Dakota to the Bicentennial Station in McKenzie County, North Dakota. The failure occurred in Billings County, North Dakota, approximately 16 miles south of Belfield. The maximum operating pressure (MOP) of the pipeline is 1100 psig, established by hydrostatic test in 2013. The pressure at the point of the failure was approximately 621 psig when the failure occurred. II. Standard for Reviewing Issuance of a Corrective Action Order The authority for issuing a CAO is specified in 49 U.S.C. § 60112 and 49 C.F.R. § 190.233. Under those provisions, the Associate Administrator may issue a CAO if a pipeline facility is or would be hazardous to life, property, or the environment. Prior notice to the operator of the facility must be given before issuance of a CAO, but prior notice may be waived if the Associate Administrator finds that failure to do so would result in the likelihood of serious harm to life, property, or the environment. The CAO may include corrective measures including suspended or restricted use of the facility, physical inspection, testing, repair, replacement, or other appropriate action. The primary purpose of a hearing following issuance of a CAO without prior notice is to determine whether the CAO should remain in effect or be terminated or amended.4 If the Associate Administrator finds that the facility is or would be hazardous to life, property, or the environment, the Associate administrator confirms the CAO. If the Associate Administrator does not find the facility is or would be hazardous, the Associate Administrator terminates the order. In making such a determination, the Associate Administrator must consider, if relevant: (1) the characteristics of the pipe and other equipment used in the pipeline facility, including its age, manufacturer, physical properties (including its resistance to corrosion and deterioration), and the method of its manufacture, construction or assembly; (2) the nature of the materials transported (including their corrosive and deteriorative qualities), the sequence in which the materials are transported, and the pressure required for such transportation; (3) the characteristics of the geographical areas in which the pipeline facility is located, in particular the climatic and 1 Respondent provided a new (and higher) spill volume estimate in a supplemental accident report dated March 22, 2017. 2 The Ash Coulee Creek drains into the Little River Missouri River. The oil reached 4.5 miles downstream from the failure site to the eastern edge of a High Consequence Area (HCA). 3 http://www.bloomberg.com/research/stocks/private/snapshot.asp?privcapId=4440556. 4 § 190.233(b).#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 4CPF No. 5-2016-5013H Page 3 geologic conditions (including soil characteristics) associated with such areas; (4) the proximity of the area in which the hazardous liquid pipeline facility is located to environmentally sensitive areas; (5) the population density and population and growth patterns of such areas; (6) any recommendation of the National Transportation Safety Board made under another law; and (7) any other factors the Associate Administrator consider appropriate. The relevant factors are considered below. 1. Characteristics of the Pipe The Bicentennial Pipeline system was constructed between 1979 and 1990. The failure occurred in a 19-mile segment of the 58-mile Skunk Hill to Bicentennial Pipeline system, and is located between the Skunk Hill Pump Station and the Treetop Station. This particular segment was built in 1985 using 6-inch nominal diameter, API 5LX-42, 0.1880-inch wall thickness Electric Resistance Welded (“ERW”) pipe. In some respects, this system has classic components of a gathering system.5 However, in March 2015, the system began to receive crude from an upstream liquid line, and became a regulated line. Yet, the system has “hydraulic characteristics of a gathering line” that constrain the Respondent’s ability to interpret the data that it receives from its leak detection system (or “LDS”). In other words, if the Bicentennial system were a classic regulated liquid line, (1) the system would operate at a steady pressure, and every barrel injected into its system could be accounted for; and (2) there would be no injection or withdrawal points along the length of the pipeline. However, the Bicentennial system routinely operates in a low-pressure environment due to shutdowns and input variations. Belle Fourche does not pump out of the Skunk Hill Station every day, and on average, the pipeline is shut down 3-6 times a month. In addition, the system has eleven lease automated custody transfer units (“LACTs”) that inject oil along the pipeline.6 Imbalances in the line are not uncommon, and do not necessarily portend a leak or failure.7 The Respondent’s LDS8 relies on volume balancing, or line balance. Skunk Hill is a metered station at which discharge pressure and other data is collected, and then transmitted via satellite to the Casper control center. As mentioned above, there are 11 LACTs, along with other manual injection points, that run the length of the system. The end of the system is also metered. Belle Fourche monitors pressure flow trend displays and pressure flow alarm thresholds at Skunk Hill, and if pressure variations exceed thresholds, there are hi-lo alarms. Each pump along the pipeline also has hi-lo alarms. 5 “It has a history as a gathering system for most of the years. Since the older segments go back to 1979, it’s most simply operated as a gathering system to Bicentennial.” Mr. Stamp, Belle Fourche Engineer, Transcript, Page 90: 14-17. 6 “The LACTs account for approximately 200 barrels per day of input, or less than 1% of the approximately 24,000 barrel daily flow of the Pipeline.” 7 115:3-9. 8 Exhibit 4, 13.#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 5CPF No. 5-2016-5013H Page 4 Nevertheless, PHMSA correctly notes that the system is correctly classified as a regulated liquid line, and that the Respondent could eliminate its slack line conditions via backpressure controls.9 2. Nature of the materials transported The Bicentennial Pipeline system transports Bakken crude oil. In the CAO, OPS pointed to the hazardous nature of the product being transported as one basis for its finding that continued operation of the Bicentennial pipeline would pose a hazard.10 There is no contrary evidence in the record. When released into the environment, crude oil poses a serious risk of harm to persons, property, and the environment. This fact, coupled with the system’s proximity to high consequence areas and waterways are significant considerations in assessing this pipeline system. 3. Characteristics of the geographical area During the hearing, both sides vigorously disputed the extent to which the geography and topography of the area affected the risk of a similar event across the pipeline system. In OPS’ view, the majority of the system is in a landslide-prone area, and therefore susceptible to the kinds of land movement that precipitated this Failure.11 The Director, using his experience as a geotechnical engineer, analyzed the US Geological Survey of the area and the circumstances of this accident. The topography of the area, the soil conditions, and slope stability issues was one reason that the Region found in the CAO, and continues to believe, that the system is vulnerable to similar incidents in the future. The Respondent disagreed, and pointed to the numerous other pipelines traversing the areas without incident or enforcement action from OPS. 4. Proximity to Environmentally Sensitive Areas There is no dispute that this pipeline system is in the vicinity of a High Consequence Area (HCA), and that the release occurred in close proximity to an HCA. The fact that this release endangered an HCA is a significant factor in determining whether the CAO was appropriately issued. 5. Other factors In determining whether the CAO should remain in effect, or face termination or modification, I must weigh whether the current factual circumstances give rise to a likelihood of serious harm to life, property, or the environment. There are several unknowns still at play in this Failure. OPS and the Respondent continue to dispute three critical facts: (1) the effect of the topography on the 9 OPS Post-Hearing Submission, 9. 10 CAO, Page 4. 11 87: 8-9.#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 6CPF No. 5-2016-5013H Page 5 likelihood of a similar failure in the future; (2) the efficacy of Respondent’s leak detection system; and (3) whether or not the Respondent has reliably identified the cause of the Failure. Belle Fourche provided a copious amount of information on the geography of its pipeline system, and argued that OPS could not prove that there was a quantifiable risk of a repeat Failure. In the Respondent’s view, this release was an isolated, unpredictable event that is not predictive of land movement on the Bicentennial Pipeline system. OPS fundamentally disagrees, and even argues that Belle Fourche may have experienced other failures that it is not able to detect due to an inadequate leak detection system coupled with an unstable terrain. In arriving at a decision, I have considered the materials presented by the parties and the testimony in support thereof. The Director, Western Region, offered compelling testimony given his background as a geotechnical engineer who had engaged in “slope stability analysis for ten years.”12 Given his unique qualification in this area, it is difficult to discount his testimony that there is a likelihood of land movement potential on the Bicentennial system that rises to the level required for issuance of a CAO.13 Second, the adequacy of Belle Fourche’s leak detection system was a highly contentious issue. It is undeniable that Respondent’s leak detection system did not detect this failure. Respondent’s personnel testified that on December 3, 2016, it registered an imbalance in the system and notified the control room, which misinterpreted its own data, leading to a release that was unabated for at least two days. Even if I accept the Respondent’s argument that most Failures are first reported by a third party (and not an operator’s leak detection system), it is notable that we still do not know exactly when this leak occurred and Belle Fourche remains uncertain if a date can be pinpointed. In addition, Belle Fourche’s own personnel testified that there had been previous incidents where the interpolation of its volume balancing data had led to misinterpretations by its personnel, and perhaps contributed to the dismissal of concerning trends related to this Failure. On the other hand, OPS appears to have misunderstood some aspects of the Respondent’s leak detection system, including the volume injected by the LACTs.14 While OPS continues to maintain the inadequacy of the current LDS, the evidence in this case is not sufficient to compel the installation of a new LDS at this time. The Respondent correctly notes that OPS has not alleged that it has violated any regulatory code regarding its leak detection system. Furthermore, the Respondent presented persuasive evidence that, even if a more sophisticated leak detection system was installed on the Bicentennial pipeline, it would not necessarily have detected this leak due to the hydraulic characteristics of this system. In order to determine whether there is sufficient evidence to establish the need to install new computational pipeline monitoring (CPM) 12 13: 5-7; 54:11. 13 While it is true that the Region did not attempt to quantify the landslide risk to the Bicentennial pipeline, I do not believe that the Region must engage in such a detailed analysis. 14 “We pump out Skunk Hill at a thousand barrels an hour, and the 11 injection points amount to about 200 barrels per day.” 92:1-3.#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 7CPF No. 5-2016-5013H Page 6 leak detection system15 on this system, additional investigation into the causes of this accident and the characteristics of this pipeline system is needed. If OPS can establish via a root cause analysis that Belle Fourche’s leak detection system is inadequate, the Director may order Belle Fourche to overhaul its LDS through amending the existing CAO. Lastly, the parties remain divided over the cause of the Failure. While the Respondent is confident that it has isolated the cause of this Failure, and that no further investigation is needed, OPS is equally convinced that further investigation is necessary. On this point, I find that more investigation is needed. The company has presented no independent facts such as a metallurgical evaluation or third-party root cause analysis that offer any degree of certainty as to the cause of failure on this system. While Belle Fourche has speculated that this was a weather related event, I am unconvinced based on the level of investigation undertaken thus far. III. Analysis and Finding of Hazardousness In order to confirm the issuance of this CAO, I must find that the facility is or would be hazardous to life, property, or the environment without corrective measures. During the hearing, the Respondent argued that, in order to uphold a CAO issued without notice, OPS must (1) prove that there is a hazard; and (2) that the hazard “rise(s) to the level such that there will be another incident like the incident that caused the hazard in the first place (21: 10-14).” I disagree. The statute requires that, in order for a CAO to be issued without notice, OPS must “decide[s] failure to issue the order expeditiously will result in likely serious harm to life, property, or the environment.”16 In other words, OPS must prove that, but for the expeditious issuance of the order, likely serious harm will result. During the hearing, OPS maintained that a confluence of circumstances established the necessity of issuing a CAO without notice: (1) land movement concerns associated with the topography and weather conditions; (2) an inadequate leak detection system; and (3) an indeterminate cause of failure. I find that, as of December 20, 2016, OPS met the threshold determination necessary for issuance of a CAO without notice, or that the facility is or would be hazardous to life, property, or the environment; and that likely serious harm to life, property, or the environment would result absent expeditious issuance of the CAO.17 IV. Other Issues Raised at the Hearing 15 This leak detection method employs numerous monitored variables, and a sophisticated computer model to identify upsets or potential leaks. Monitored inputs include operating parameters for temperature, pressure, flow and density, and include equipment inputs such as pump start/stop and valve open/close signals. The data from all sensors is compared against a baseline model for values that differ from the modeled case indicating a potential leak. https://primis.phmsa.dot.gov/comm/FactSheets/FSLeakDetectionsystems.htm 16 49 U.S.C. § 60112(e). 17 During the hearing, OPS acknowledged two factual errors that it relied upon in issuing the CAO: (1) that horizontally directional drills were replicated across the system and (2) that the volume injected by the unmetered LACTs was evidence of a deficient leak detection system. However, these errors are not significant and did not prevent OPS from meeting the evidentiary burden for a CAO. Some of the misunderstanding regarding the LACTs may have been due to information that was not forthcoming from the operator.#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 8CPF No. 5-2016-5013H Page 7 Respondent requested a hearing on the threshold issue of whether PHMSA exceeded its statutory authority in issuing a CAO without notice.18 It argued that PHMSA’s CAO authority was its strongest tool, designed only for imminent risks, and that another enforcement tool (e.g. compliance order, notice of proposed safety order, etc.) would have been more appropriate. In the alternative, Respondent raised several issues regarding the scope of the CAO and the actions that the Respondent must take to restart the pipeline. I have reviewed the evidence to determine whether the CAO items should remain in effect or be modified. Based on the evidence in the record, I continue to find the Bicentennial pipeline system would be hazardous to life, property, or the environment unless corrective measures are taken. The CAO will remain in effect, as written, subject to the clarifications and modifications set forth below. 1. Shutdown of Isolated Segment. The CAO ordered the Respondent not to operate the Isolated Segment until authorized by the Western Director. Belle Fourche argued that the shutdown of this segment amounted to a shutdown of entire pipeline system, and I agree. However, as I will explain below, significant questions remain as to the cause of this Failure, and those must be addressed prior to resuming normal operations. Belle Fourche must not operate the Isolated Segment, until authorized by the Director. 2. Aerial Patrols of Affected Segment. This item remains in effect, as written in the CAO. 3. Return to Service. Respondent must obtain written approval from the Director prior to resuming operation of the Isolated Segment of the Pipeline. 4. Excavation of Failure. I find that it is necessary for Belle Fourche to excavate the failed section of pipe, unless there are documented countervailing safety concerns verified by a geotechnical site investigation report. The Director, Western Region, will evaluate the geotechnical site investigation report and make a determination as to how and when the excavation can safely occur, and set a timeline for this work to commence. 5. Metallurgical Testing. Belle Fourche must complete a mechanical and metallurgical testing and failure analysis, in the manner set forward under the CAO. 18 49 U.S.C. § 60112(e).#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 9CPF No. 5-2016-5013H Page 8 6. Root Cause Failure Analysis Belle Fourche must complete a root cause failure analysis within 120 days following receipt of this Order that is supplemented and facilitated by an independent third-party vendor acceptable to the Director. It is entirely reasonable for PHMSA to order an independent analysis. I understand that it is Belle Fourche’s position that it has pinpointed the cause of the Failure, and no further investigation is necessary. However, an independent root cause analysis is necessary to assure both parties that operations can safely resume.19 7. Emergency Response. Belle Fourche must comply with the original terms of the CAO with respect to Item 7. The deadline for this submittal is April 30, 2017. 8. Geotechnical Evaluation of Existing HDD-installed Pipe Segments. This will remain in the CAO, subject to any modifications accepted by the Regional Director. 9. Future Geotechnical Evaluation and Remediation. This provision remains in effect, as written in the CAO. 10. Records Verification. This item has been completed. 11. In-line Inspection. The parties agreed to the withdrawal of this Item. However, I will order that Belle Fourche reevaluate its pigging intervals based on the relative risk of slope movement. 12. Reporting. The parties agreed to the withdrawal of this Item. 13. Leak Detection. For the reasons stated above, I am modifying the CAO to remove Item 13 in its entirety. 19 “Mr. Gilliam: I think what PHMSA’s saying, in my perspective, is failures don’t always have a single mechanism. This could be a multi-mechanism failure, and we just want to assure ourselves that we don’t have some other issues going on …”#

520165013H_HQ Post Hearing Decision Confirming CAO_03242017_text.pdf, page 10CPF No. 5-2016-5013H Page 9 Conclusion On March 14, 2017, Belle Fourche submitted an objection and response to OPS’ Post-Hearing Brief, specifically its reliance on 2010 Bulletin on leak detection that was not submitted prior to the hearing. OPS responded on March 15, 2017. I will not reach this issue, as I did not rely on or evaluate the 2010 Bulletin in reaching this decision. The CAO issued to Belle Fourche Pipeline Company on December 20, 2016, is confirmed and will remain in effect, with the changes noted herein to its terms. March 24, 2017 ___________________________________ __________________________ Alan K. Mayberry Date Issued Associate Administrator for Pipeline Safety#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 1Official PDFVIA CERTIFIED MAIL AND FAX TO: 307-237-3164 December 20, 2016 Mr. H. A. True, III, President Belle Fourche Pipeline Company P.O. Box 2360 Casper, WY 82602-2360 Re: CPF No. 5-2016-5013H Dear Mr. True: Enclosed is a Corrective Action Order (CAO) issued in the above-referenced case. It requires Belle Fourche Pipeline Company to take certain corrective actions with respect to the Bicentennial Pipeline system that failed on December 5, 2016, near Belfield, North Dakota. Service of this CAO is being made by certified mail and facsimile. Service of the CAO by electronic transmission is deemed complete upon transmission and acknowledgement of receipt, or as otherwise provided under 49 C.F.R. § 190.5. The terms and conditions of this Order are effective upon completion of service. Thank you for your cooperation in this matter. Sincerely, Alan K. Mayberry Associate Administrator for Pipeline Safety Enclosure cc: Ms. Linda Daugherty, Deputy Associate Administrator for Field Operations, OPS Mr. Chris Hoidal, Region Director, Western Region, OPS Mr. Ken Dockweiler, Director of Land, Government & Compliance, Belle Fourche Pipeline Company, P.O. Box 2360, Casper, Wyoming 82602 Mr. Jared Radosevich, Pipeline Compliance Coordinator, Belle Fourche Pipeline Company, P.O. Box 2360, Casper, Wyoming 82602#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 2U.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 ____________________________________ In the Matter of ) Belle Fourche Pipeline Company, ) CPF No. 5-2016-5013H ) ) ) Respondent. ) ____________________________________) CORRECTIVE ACTION ORDER Purpose and Background: This Corrective Action Order (CAO or Order) is being issued, under the authority of 49 U.S.C. § 60112, to require Belle Fourche Pipeline Company (BFPC or Respondent), to take necessary corrective action to protect the public, property, and environment from potential hazards associated with the recent failure on BFPC’s Bicentennial Pipeline system. On December 5, 2016, an accident occurred on the Bicentennial Pipeline system, resulting in the release of approximately 4,200 barrels of crude oil into the Ash Coulee Creek (the Failure).1 The Bicentennial line is a 6-inch diameter pipeline approximately 58 miles in length that transports Bakken crude oil from Skunk Hill Pump Station in Billings County, North Dakota, to Bicentennial Station in McKenzie County, North Dakota (Bicentennial Pipeline or Affected Segment). See Figure 1. The cause of the Failure has not yet been determined. Pursuant to 49 U.S.C. § 60117, the Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety (OPS), initiated an investigation of the accident. The preliminary findings of the ongoing investigation are as follows. Preliminary Findings:  BFPC gathers and transports crude oil in the Williston Basin of western North Dakota and the Powder River Basin of Wyoming.2 1 On December 8, 2016, BFPC provided an initial spill estimate of 1,000 barrels. On December 12, 2016, BFPC revised this amount to approximately 4,200 barrels based on the meter data. 2 Belle Fourche Pipeline Company’s website, available at http://www.bellefourchepipeline.com/ (last accessed December 20, 2016).#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 3CPF No. 5-2016-5013H Page 2  The failed segment is a 6-inch diameter line that transports Bakken crude oil and runs from Skunk Hill Pump Station to the Treetop Station, a distance of approximately 19 miles (Isolated Segment). The Failure occurred near Milepost (MP) 17.4 near Ash Coulee Creek in Billings County, North Dakota (Failure Site). The oil traveled approximately 4.5 river miles downstream from the point of release into the eastern edge of a High Consequence Area (HCA) (ecologically sensitive area).3 The Ash Coulee Creek ultimately drains into the Little Missouri River. There are numerous other drainage paths and creeks that the pipeline traverses that lead to the Little Missouri River. It appears that much of the Affected Segment may affect HCAs due to the topography and drainage of the land.  The Bicentennial Pipeline system was constructed between 1980 and 1990. A portion of the Isolated Segment near the release site was replaced in 2013 using a Horizontal Directional Drill (HDD). The new HDD-installed pipeline consists of 6-inch, 0.250-inch wall thickness, Grade API 5LX-52 pipe. The new pipe was connected to the adjacent vintage pipe installed in 1985, which consists of 6-inch diameter, 0.188-inch wall thickness, and Grade API 5LX-42 electric resistance welded (ERW) pipe. The pipeline flowrate is fairly low.  The maximum operating pressure (MOP) of the pipeline was 1100 psig, as established by hydrostatic test in 2013. At the time of the Failure, the actual operating pressure of the pipeline was 621 psig, as measured at the discharge pump at the Skunk Hill Station.  At approximately 10:30 am MST, on December 5, 2016, a failure occurred on the Bicentennial Pipeline in Billings County, North Dakota, resulting in the release of approximately 4,200 barrels of crude oil into the Ash Coulee Creek. A rancher at the release site discovered the release, which was not detected by BFPC’s leak detection system. The Failure was reported to the National Response Center (NRC Report No. 1165618) on December 5, 2016, at approximately 12:21 pm MST by Respondent. The Failure was subsequently reported two more times: (1) a concerned citizen reported at 8:09 am MST on December 7, 2016, that there was a release into the Ash Coulee Creek (NRC Report No. 1165786); and (2) the U.S. Forest Service Region 1 reported at 6:22 pm MST on December 9, 2016, that a pipeline in the Dakota Prairie Grasslands had an equipment failure (NRC Report No. 1166008).  It was difficult to access the failure site and investigate the accident due to weather conditions in the area. The roads leading to Belfield, North Dakota were snowy and covered in ice. Investigators had to travel off-road approximately 2 miles, and then walk approximately 300 yards in 2-feet deep snow to reach the release site. Because there were numerous ground fissures covered by the snowfall, investigators had to walk directly behind one another to avoid falling into crevices. Temperatures ranged from minus 20- 30º F. 3 According to 49 C.F.R. § 195.450, a “High Consequence Area” is (1) a commercially navigable waterway, (2) a high population area, (3) an “other populated area,” or (4) “an unusually sensitive area,” as more specifically defined in § 195.6.#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 4CPF No. 5-2016-5013H Page 3  Immediately following discovery of the Failure, BFPC halted operation of the Isolated Segment, physically isolated the failed pipeline segment from the Skunk Hill Pump Station to the Treetop Station (a distance of approximately 19 miles), and closed the manually-operated block valves on both sides of the release location. The Isolated Segment was then drained of product. Booms were installed on the Ash Coulee Creek at the three- and four-mile marks on December 5, 2016, and additional booms were installed downstream two days later. The migration of crude oil has stopped and clean up has begun along the creek.  Various state and federal agencies responded to the scene, including PHMSA, the U.S. Environmental Protection Agency (EPA), and the North Dakota Department of Health.  The cause of the Failure is unknown and the investigation is ongoing. It appears that there has been ground movement in the area of the Failure, as indicated by numerous ground fissures and slope sloughing along the pipeline right-of-way (ROW). The release site is estimated to be in the HDD-installed segment installed in 2013. The HDD places the pipe at approximately 45 feet below the ground surface. BFPC plans to excavate the failed pipe once excavation can be accomplished safely.  Although the Failure investigation is ongoing, and this analysis may change, the release site may be where the pipeline experienced compressive or other bending forces within the slope failure. Although the cause of the Failure is not yet determined, this type of excessive stress and strain imposed by land movement could occur in other areas of the pipeline system where similar conditions exist. It appears that a majority of the Affected Segment traverses similar topographic features prone to slope instability.  The accident did not cause any known injuries. According to the EPA, the release appears to have entered the Little Missouri National Grassland, and may have caused some grazing cattle to become ill or die.4  In 2004 and 2009, PHMSA conducted Integrity Management Plan (IMP) inspections on BFPC. Both inspections revealed that portions of BFPC’s pipeline system lacked accurate or timely leak-detection systems.  On January 23, 2015, PHMSA issued a CAO to Bridger Pipeline, LLC (Bridger), for a failure that occurred on January 17, 2015, and resulted in a release of crude oil into the Yellowstone River (CPF 5-2015-5003H). Item 10 of the CAO ordered Bridger to review and assess the effectiveness of its emergency response plan and facility response plan (FRP). BFPC’s Bicentennial Pipeline and Bridger are covered by the same FRP. PHMSA has received and reviewed the FRP for the North Dakota, Montana, and Wyoming Response Zones, dated July 2016. This FRP, however, does not adequately address Item 10 of the 2015 CAO and has been deemed inadequate for other systems, including the Bicentennial Pipeline system. 4 According to the North Dakota Department of Health, there were at least two cows confirmed dead in the area of the oil spill, but the cause of death has not been verified by a veterinarian.#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 5CPF No. 5-2016-5013H Page 4  In April 2016, a third-party vender performed an in-line inspection (ILI) of the Bicentennial Pipeline. As part of its investigation of the Failure, PHMSA is reviewing the ILI vendor results to insure BFPC had met the required remediation upon discovery of any anomalies on the pipeline. PHMSA has requested but has not yet received the report from the 2016 ILI runs. Determination of Necessity for Corrective Action Order and Right to Hearing: Section 60112 of Title 49, United States Code, provides for the issuance of a Corrective Action Order, after reasonable notice and the opportunity for a hearing, requiring corrective action, which may include the suspended or restricted use of a pipeline facility, physical inspection, testing, repair, replacement, or other action, as appropriate. The basis for making the determination that a pipeline facility is or would be hazardous, requiring corrective action, is set forth both in the above-referenced statute and 49 C.F.R. § 190.233, a copy of which is enclosed. Section 60112 and the regulations promulgated thereunder provide for the issuance of a Corrective Action Order, without prior notice and opportunity for hearing, upon a finding that failure to issue the Order expeditiously would result in the likelihood of serious harm to life, property, or the environment. In such cases, an opportunity for a hearing and expedited review will be provided as soon as practicable after the issuance of the Order. After evaluating the foregoing preliminary findings of fact, I find that continued operation of the pipeline without corrective measures is or would be hazardous to life, property, or the environment. Additionally, having considered the location of the Failure, the hazardous nature of the product being transported, the proximity of the pipeline to ecologically sensitive areas, the fact that the release was not detected by Respondent’s leak detection system, the inaccessibility of the pipe, and the ongoing investigations to determine the cause of the Failure, I find that a failure to issue this Order expeditiously to require immediate corrective action would result in the likelihood of serious harm to life, property, or the environment. Accordingly, this Corrective Action Order mandating immediate corrective action is issued without prior notice and opportunity for a hearing. The terms and conditions of this Order are effective upon receipt. Within 10 days of receipt of this Order, Respondent may contest its issuance obtain expedited review either by answering in writing or requesting a hearing under 49 C.F.R. § 190.211, to be held as soon as practicable under the terms of such regulation, by notifying the Associate Administrator for Pipeline Safety in writing, with a copy to the Director, Western Region, PHMSA (Director). If Respondent requests a hearing, it will be held telephonically or in-person in Lakewood, Colorado. After receiving and analyzing additional data in the course of this investigation, PHMSA may identify other corrective measures that need to be taken. In that event, PHMSA will notify Respondent of any additional measures that are required and an amended Order issued, if necessary. To the extent consistent with safety, Respondent will be afforded notice and an opportunity for a hearing prior to the imposition of any additional corrective measures.#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 6CPF No. 5-2016-5013H Page 5 Required Corrective Actions: Definitions: Affected Segment - The Affected Segment is Respondent’s crude-oil Bicentennial Pipeline system that runs approximately 58 miles in length, from the Skunk Hill Pump Station in Billings County, North Dakota, to the Bicentennial Station in McKenzie County, North Dakota, as illustrated in Figure 1. Director – The Director means the Director, Pipeline and Hazardous Materials Safety Administration (PHMSA), Office of Pipeline Safety, Western Region. Isolated Segment - The Isolated Segment is that portion of the Affected Segment running approximately 19 miles from the Skunk Hill Pump Station to the Treetop Pump Station, as illustrated in Figure 1. Pursuant to 49 U.S.C. § 60112, I hereby order BFPC to immediately take the following corrective actions for the Affected Segment (including the Isolated Segment): 1. Shutdown of Isolated Segment. BFPC must not operate the Isolated Segment until authorized to do so by the Director. 2. Aerial Patrols of Affected Segment. BFPC must provide daily aerial patrols of the Affected Segment for the next 14 calendar days from the date of this Order. One of the aerial patrols during this time must utilize Forward Looking Infrared Radar (FLIR) or equivalent technology to locate any areas of potential crude oil leakage. After the next 14 calendar days, provide weekly aerial patrols for one year not to exceed 8 days, weather and safety conditions permitting. 3. Return to Service. BFPC must obtain written approval from the Director prior to resuming operation of the Isolated Segment of the pipeline. Excavation of Failure. BFPC must provide PHMSA with advance notice of at least three business days prior to the failed section of pipe being excavated. BFPC must not conduct on-site testing or pipeline removal without a PHMSA Representative on site. Metallurgical Testing. Within 90 days of receipt of this Order, BFPC must complete mechanical and metallurgical testing and failure analysis of the failed pipe section, including analysis of the forces need to fail the pipe should it have occurred due to external loads. BFPC will complete the testing and analysis as follows. a. Document the chain-of-custody when handling and transporting the failed pipe section and other evidence from the Failure site; Within 10 days of receipt of this Order, develop and submit to the Director the testing protocol, including selection of the testing laboratory, for prior approval; 4. 5. b.#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 7CPF No. 5-2016-5013H Page 6 6. 7. 8. c. Prior to commencing the mechanical and metallurgical testing, provide the Director with the scheduled date, time, and location of the testing to allow a PHMSA representative to witness the testing; and d. Ensure that the testing laboratory distributes all resulting reports in their entirety (including all media), whether draft or final, to the Director at the same time as they are made available to Respondent. Root Cause Failure Analysis. Within 120 days following receipt of this Order, BFPC must complete a root cause failure analysis that is supplemented and facilitated by an independent third-party vendor acceptable to the Director. The root cause analysis must document all contributory factors and the decision-making process. BFPC must submit a final report of the root cause analysis to the Director, including any lessons learned and whether the findings are applicable to other locations within the Affected Segment. Emergency Response. BFPC must review and assess the effectiveness of the emergency response, including implementation of the company’s FRP, as related to the Failure, including response equipment, deployment actions, and training activities prior to the Failure, as well as on-scene response, coordination, communication, and support during the Failure. BFPC must submit any revisions to PHMSA for review and approval prior to starting up the Isolated Segment, but no later than 90 days. Geotechnical Evaluation of Existing HDD-installed Pipe Segments. Within 180 days of receipt of this Order, BFPC must complete a geohazard evaluation and analysis of the existing HDD-installed pipe segments, the surrounding subsoil conditions, and any waterways crossed within the Affected Segment, to ensure that the HDD-installed pipe segments have been installed to minimize damage. The analysis shall be facilitated by an independent third-party geotechnical specialist acceptable to the Director. The geotechnical analysis must document soil parameters, topography, river flow, and other design factors when assessing the existing HDD-installed segments and evaluate whether a significant risk of pipeline damage exists. Respondent must submit a final report of the geohazard analysis of the existing HDD-installed segments to the Director, including any lessons learned and whether the findings are applicable to other locations within the Affected Segment. 9. Future Geotechnical Evaluation and Remediation. Within 12 months of resuming operation, BFPC must perform a risk assessment of all slopes steeper than 3H:1V in proximity to the Affected Segment to determine whether slope movement could damage the pipeline. BFPC must submit to the Director for approval an analysis and remediation plan of whether HDD crossings should be installed at these locations or whether the pipeline should be rerouted or reinstalled deeper to avoid unstable areas. 10. Records Verification. As recommended in PHMSA Advisory Bulletin 2012-06, BFPC must verify the records for the Affected Segment that confirm the operating specifications for MOP. Within 30 days of receipt of this Order, BFPC must submit report(s) on this record verification for the Affected Segment to the Director and make the supporting#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 8CPF No. 5-2016-5013H Page 7 records available. Within 90 days of receipt of this Order, BFPC must submit a report to the Director on the remaining portion of the Affected Segment and make the supporting records available. 11. In-line Inspection. Within two months of resuming operation of the Isolated Segment, BFPC must perform an ILI of the entire Affected Segment. The Director must provide prior approval of the final criteria and technology considerations taken into account in selecting the specific inspection tool. At a minimum, the ILI tool must be able to detect deformation that may be resulting from externally-imposed stress, e.g. ground movement. The data analysis must be completed within 60 days of successful completion of the ILI. The ILI vendor must evaluate the results per a performance specification, including consideration of the location and size of the defects and/or deformation. The ILI vendor must distribute all reports in their entirety (including all media), whether preliminary or final, to the Director and the Respondent at the same time. Respondent must submit a final report to the Director with a comparison of the results of the ILI with the results of previous ILIs, including criteria and a plan for remediation of anomalies. 12. Reporting. BFPC must submit quarterly reports to the Director that: (1) include all available data and results of the testing and evaluations required by this Order; and (2) describe the progress of the repairs or other remedial actions being undertaken. The first quarterly report is due on March 1, 2017. The Director may change the interval for the submission of these reports. 13. Leak Detection. BFPC must install and implement leak-detection equipment that is compliant with 49 C.F.R. §§ 195.134, 195.444, and 195.452(i), according to API RP 1130 requirements for the Affected Segment. Installation of devices should be completed within six months of receipt of this Order in accordance with a risk-based schedule provided to PHMSA that meets the following requirements: a. A high priority shall be placed on areas associated with the Little Missouri River and other water crossings over 100 feet wide. b. BFPC must implement instrumentation maintenance and a repair tracking system that keeps all control room instruments functional and properly prioritized within 30 days of being installed. c. Within nine months of receipt of this Order, BFPC must provide documentation of the Supervisory Control and Data Acquisition (SCADA) system for the Affected Segment. This shall include, but not be limited to, display reviews for consistency with API RP 1165 application and added instrumentation, point-to- point completed checkouts for leak detection, and associated instrumentation such as flow and pressure monitoring, low-low alarm pressure limits for those points that do not operate in slack line condition, verification of the accuracy of all points, pressure cycle monitoring, implementation of pressure and flow rate monitoring application where possible, and training operators on the system. A change to the pipeline monitoring or operation locations may not result in decreased operations monitoring or leak detection performance. If third parties are utilized for#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 9CPF No. 5-2016-5013H Page 8 2. operations and monitoring control room activities, contracts shall be kept current and performance of the third-party vendor periodically audited. In addition to the above Corrective Action Items, PHMSA strongly encourages, but does not order, that Respondent implement a Safety Management System (SMS). API RP 1173 provides pipeline operators with safety management system requirements that, when properly applied, provide an effective framework for revealing and managing risk, promoting a learning environment, and continuously improving pipeline safety and integrity. Other Requirements: 1. Reporting. BFPC must submit monthly reports to the Director that: (1) include all available data and results of the testing and evaluations required by this Order; and (2) describe the progress of the repairs or other remedial actions being undertaken. The first monthly report is due on January 31, 2017. The Director may change the interval for the submission of these reports. Documentation of Costs. It is requested, but not required, that Respondent maintain documentation of the costs associated with implementation of this Order. BFPC should include in each monthly report the to-date total costs associated with: (1) preparation and revision of procedures, studies and analyses; (2) physical changes to pipeline infrastructure, including repairs, replacements and other modifications; and (3) environmental remediation, if applicable. Approvals. With respect to each submission requiring the approval of the Director, the Director may: (a) approve the submission in whole or in part; (b) approve the submission on specified conditions; (c) modify the submission to cure any deficiencies; (d) disapprove the submission in whole or in part and direct Respondent to modify the submission; or (e) any combination of the above. In the event of approval, approval upon conditions, or modification by the Director, Respondent shall proceed to take all action required by the submission, as approved or modified by the Director. If the Director disapproves all or any portion of a submission, Respondent must correct all deficiencies within the time specified by the Director and resubmit it for approval. Extensions of Time. The Director may grant an extension of time for compliance with any of the terms of this Order upon a written request timely submitted and demonstrating good cause for an extension. The actions required by this Corrective Action Order are in addition to and do not waive any requirements that apply to Respondent’s pipeline system under 49 C.F.R. Part 195, under any other order issued to Respondent under authority of 49 U.S.C. § 60101, et seq., or under any other provision of Federal or State law. Respondent may appeal any decision of the Director to the Associate Administrator for Pipeline Safety. Decisions of the Associate Administrator shall be final. 3. 4.#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 10CPF No. 5-2016-5013H Page 9 Be advised that all material you submit in response to this enforcement action is subject to being made publicly available. If you believe that any portion of your responsive material qualifies for confidential treatment under 5 U.S.C. 552(b), along with the complete original document you must provide a second copy of the document with the portions you believe qualify for confidential treatment redacted and an explanation of why you believe the redacted information qualifies for confidential treatment under 5 U.S.C. 552(b). Failure to comply with this Order may result in the assessment of civil penalties and in referral to the Attorney General for appropriate relief in U.S. District Court pursuant to 49 U.S.C. § 60120. In your correspondence on this matter, please refer to CPF No. 5-2016-5013H and for each document you submit, please provide a copy in electronic format whenever possible. The terms and conditions of this Corrective Action Order are effective upon receipt. December 20, 2016 __________________________________ __________________ Alan K. Mayberry Date Issued Associate Administrator for Pipeline Safety#

520165013H_Corrective Actioin Order_12202016_text.pdf, page 11CPF No. 5-2016-5013H Page 10 Affected Pipeline Segment Skunk Hil Utte Masous River M* 2212717 Unte Miscui River - Isolated Pipeline Segment → Figure 1. Affected Segment and Isolated Segment Skunk Hill to Bicentennial 6" Provided by Belle Fourche#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 1Official PDFU.S. DEPARTMENT OF TRANSPORTATION PIPELINE AND HAZARDOUS MATERIALS SAFETY ADMINISTRATION OFFICE OF PIPELINE SAFETY WASHINGTON, D.C. 20590 ) In the Matter of ) ) Belle Fourche Pipeline Company, ) CPF No. 5-2016-5013H ) Respondent. ) ) CONSENT AGREEMENT AND ORDER The U.S. Department of Transportation, Pipeline and Hazardous Materials Safety Administration (PHMSA), and Belle Fourche Pipeline Company (Belle Fourche or Respondent), have engaged in settlement discussions regarding the resolution of PHMSA’s enforcement action CPF No. 5-2016- 5013H brought against Respondent and the Petition for Review filed by Belle Fourche in the U.S. Court of Appeals for the Tenth Circuit, Case No. 17-9529. As a result of these discussions, PHMSA and Belle Fourche (collectively, Parties) agree that a settlement of this matter is in the best interests of the Parties and the public and will avoid further administrative proceedings or litigation. The Parties further agree that the entry of this Consent Agreement and Order (Agreement and Order) is the most appropriate means of accomplishing that objective. I. Procedural History. On December 20, 2016, PHMSA issued a Corrective Action Order (CAO) to Belle Fourche, pursuant to 49 U.S.C. § 60112 and 49 C.F.R. § 190.233, finding that continued operation of Belle Fourche’s Bicentennial Pipeline located in Billings County, North Dakota, would be hazardous to life, property, or the environment. The CAO made preliminary findings regarding a release of crude oil from the Bicentennial Pipeline that was discovered on December 5, 2016, near Belfield, North Dakota (Failure), and found that the hazards would continue unless certain corrective measures were taken. The CAO also found that failure to issue the order expeditiously, without prior notice to Belle Fourche, would result in a likelihood of serious harm to life, property, or the environment. On December 29, 2016, Belle Fourche submitted to PHMSA a Request for Hearing, Request to Temporarily Stay Hearing, and Statement of Issues. After additional discussions between the Parties, and in accordance with 49 C.F.R. §§ 190.211 and 190.233(c), a hearing was scheduled for February 21, 2017, in Lakewood, Colorado, before a Presiding Official from PHMSA’s Office of Chief Counsel. At that hearing, Belle Fourche alleged that the CAO should be withdrawn because Error! Unknown document property name.#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 2CPF No. 5-2016-5013H Page 2 PHMSA exceeded its statutory authority, or, in the alternative, that it be amended. After the hearing, the Parties submitted post-hearing briefs. On March 24, 2017, the Associate Administrator, PHMSA, issued a Post-Hearing Decision Confirming Corrective Action Order (Decision). The Decision found that PHMSA met the threshold determination necessary for issuance of a CAO without notice (namely, that the pipeline is or would be hazardous to life, property or the environment, and that likely serious harm to life, property, or the environment would result absent expeditious issuance of a CAO) and that the Bicentennial Pipeline continued to be hazardous to life, property, or the environment unless corrective measures were taken. The Decision required that the CAO remain in effect, as written, subject to certain clarifications and modifications. On June 20, 2017, Belle Fourche filed a Petition for Review challenging the Decision in the U.S. Court of Appeals for the Tenth Circuit in Case No. 17-9529, Belle Fourche Pipeline Company v. Pipeline and Hazardous Materials Safety Administration (Petition). Under the terms and conditions set forth below, the Parties have reached a settlement on the issues underlying the CAO, the Decision, and the Petition, and wish to reduce their agreement to writing, as follows. II. General Provisions. 1. Respondent acknowledges that Belle Fourche and its pipeline system, the Bicentennial Pipeline located in North Dakota, is subject to the jurisdiction of the Federal pipeline safety laws, 49 U.S.C. 60101, et seq., and the regulations and administrative orders issued thereunder. For purposes of this Agreement and Order, Belle Fourche further acknowledges that it received proper notice of PHMSA’s action in this proceeding and that the CAO states claims upon which relief may be granted pursuant to 49 U.S.C. 60101, et seq., and the regulations and orders issued thereunder. 2. Respondent agrees to complete the corrective actions specified in Section IV of this Agreement and Order (Corrective Measures) and to abide by the terms of this Agreement and Order. This Agreement and Order does not constitute a finding of violation of any Federal law or regulation and may not be used in any civil or administrative proceeding of any kind as evidence or proof of any fact, fault or liability, or as evidence of the violation of any law, rule, regulation or requirement, except in a proceeding to enforce the provisions of this Agreement and Order. By entering into this Agreement and Order, Respondent does not admit to any fact, allegation or conclusion in the CAO or Decision. 3. Respondent consents to the issuance of the Agreement and Order, and hereby waives any further procedural requirements with respect to its issuance. Respondent waives all rights to contest the adequacy of notice or the validity of this Agreement and Order, including all rights to administrative or judicial hearings or appeals, except as set forth herein. 4. This Agreement and Order shall apply to and be binding upon PHMSA, and upon Belle Fourche, its officers, directors, and employees, and its successors, assigns, or other entities or persons otherwise bound by law. Respondent agrees to provide a copy of this Agreement and#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 3CPF No. 5-2016-5013H Page 3 Order and any incorporated work plans and schedules to all of Belle Fourche’s officers, employees, and agents whose duties might reasonably include compliance with this Agreement and Order. 5. For any transfer of ownership or operating responsibility of Belle Fourche’s Bicentennial Pipeline occurring during the term of this Agreement and Order, Respondent will provide a copy of this document to the prospective transferee at least 30 days prior to such transfer and simultaneously provide written notice of the prospective transfer to the PHMSA Western Region Director (Director). 6. This Agreement and Order constitutes the final, complete and exclusive agreement and understanding between the Parties with respect to the matters settled herein. The Parties acknowledge that there are no representations, agreements, or understandings relating to settlement other than those expressly contained in this Agreement and Order, except that the terms of this Agreement and Order may be construed by reference to the CAO, the Decision, and the administrative case file [CPF No. 5-2016-5013H]. 7. Nothing in this Agreement and Order affects or relieves Respondent of its responsibility to comply with all applicable requirements of the Federal pipeline safety laws, 49 U.S.C. § 60101, et seq., and the regulations and orders issued thereunder. Nothing in this Agreement and Order alters PHMSA’s right of access, entry, inspection, and information gathering. Further, this Agreement and Order neither limit nor alters PHMSA’s authority to bring enforcement action(s) against Belle Fourche pursuant to the Federal pipeline safety laws, the regulations and orders issued thereunder, or any other provision of Federal or State law, including additional enforcement action relating to violations of law arising out of the Failure. 8. This Agreement and Order does not waive or modify any Federal, State, or local law or regulation applicable to Respondent’s pipeline systems. This Agreement and Order is not a permit, or a modification of any permit, under any Federal, State, or local laws or regulations. Belle Fourche remains responsible for achieving and maintaining compliance with all applicable Federal, State, and local laws, regulations and permits. 9. This Agreement and Order does not create rights in, or grant any cause of action to, any third party not party to this Agreement and Order. PHMSA is not liable for any injuries or damages to persons or property arising from acts or omissions of Respondent or its officers, employees, or agents carrying out the work required by this Agreement and Order. Belle Fourche agrees to hold harmless PHMSA, its officers, employees, agents, and representatives from any and all causes of action arising from any acts or omissions of Respondent or its contractors in carrying out any work required by this Agreement and Order. 10. Upon issuance of this Agreement and Order, Belle Fourche agrees to perform the Corrective Measures set forth in Section IV below. 11. Upon issuance of this Agreement and Order, PHMSA agrees that the CAO and Decision will be of no further force or effect and that all outstanding CAO corrective actions (Items 3 and 9) will be merged into the provisions of this Agreement and Order, as outlined in Section IV below.#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 4CPF No. 5-2016-5013H Page 4 12. For purposes of this Agreement and Order, the following definitions shall apply: Affected Segment: The Affected Segment is Respondent’s crude-oil Bicentennial Pipeline system that runs approximately 58 miles in length, from the Skunk Hill Pump Station in Billings County, North Dakota, to the Bicentennial Station in McKenzie County, North Dakota, as illustrated in Figure 1. Isolated Segment: The Isolated Segment is that portion of the Affected Segment running approximately 19 miles from the Skunk Hill Pump Station to the Treetop Pump Station, as illustrated in Figure 1. III. Completed Corrective Actions. 13. As of the date of this Agreement and Order, Belle Fourche has completed the following corrective actions set forth in the CAO, as modified by the Decision, or as modified by the Parties herein: Item 1: Shutdown of Isolated Segment. Belle Fourche shut down the Isolated Segment on December 5, 2016. This item is complete. Item 2: Aerial Patrols of Affected Segment. Belle Fourche has reported to PHMSA that it performed weekly aerial patrols of the Affected Segment through February 14, 2018, and has resumed the normal aerial patrolling schedule.To date, Belle Fourche has reported to PHMSA that there have been no issues found through these aerial patrols on or near the pipeline right-of-way. This item is complete. Item 3: Partial Return to Service. On August 31, 2017, PHMSA approved Belle Fourche’s request to restart a portion of the Isolated Segment. This included: (1) Big Stick LACT (Lease Automatic Custody Transfer) to Treetop Station, MP 21.0-21.665; and (2) Treetop Station to West Little Missouri River Block Valve, MP 0-9.1.1 On September 7, 2017, Belle Fourche restarted this portion of the Isolated Segment. This item is complete. Item 4: Excavation of Failure Site. The Parties agree that, due to safety concerns outlined in the Trihydro Corporation Geotech Report entitled “May 2017 Subsurface Exploration Ash Coulee Incident S316.2 Belfield, North Dakota,” Belle Fourche is not required to excavate the failed pipeline segment, as set forth in Item 4 of the CAO. Instead, pursuant to a September 1, 2017 letter from Belle Fourche to PHMSA (Attachment 1), Belle Fourche excavated, in the presence of PHMSA, a nearby 8-foot section of pipe within the horizontal directionally drilled (HDD) pipe section that failed and that had similar characteristics (i.e., the same material heat number and same welder). This was completed on October 3, 2017. This item is complete. 1 The Treetop to West Little Missouri River Block Valve, MP 0-9.1, was not subject to Item 1’s shut-down requirement in the CAO.#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 5CPF No. 5-2016-5013H Page 5 Item 5: Metallurgical Testing. During the period October 11-13, 2017, a Belle Fourche contractor tested and analyzed the “like-pipe” pipe section described in Item 4 above, pursuant to the “Metallurgical Testing Protocol” reviewed and edited by PHMSA. PHMSA observed the testing. A report of the results of the testing and analysis was submitted to PHMSA by Element Labs on November 11, 2017. This item is complete. Item 6: Root Cause Failure Analysis. Belle Fourche provided a copy of its Root Cause Failure Analysis to PHMSA on March 30, 2018. PHMSA responded by letter dated April 12, 2018 that the Root Cause Failure Analysis satisfies the general requirement for such a report. This item is complete Item 7: Emergency Response. On September 12, 2017, Belle Fourche received from PHMSA a Letter of Approval of the Belle Fourche Pipeline Company and Bridger Pipeline LLC’s amended Combined Systems Facility Response Plan, dated August 2017. The approval is valid for five years from the date of the letter. This item is complete. Item 8: Geotechnical Evaluation of Existing HDD-installed Pipe Segments. Belle Fourche has reported to PHMSA that it has completed a geohazard evaluation and analysis of the existing HDD pipe segments on the Affected Segment, the surrounding subsoil conditions, and any waterways crossed within the Affected Segment, to ensure that the existing HDD pipe segments have been installed in such a manner as to minimize potential damage to the pipe. This analysis was facilitated by Braun Intertec Corporation, an independent third-party geotechnical specialist acceptable to the Director, and that documented the soil parameters, topography, river flow, and other design factors to assess the existing HDD segments and evaluate whether a significant risk of pipeline damage exists. Belle Fourche submitted a final report of the geohazard analysis of the existing HDD segments to the Director, entitled “Geotechnical Hazard Review - Little Missouri River Crossing,” on June 29, 2017. This item is complete. Item 10: Records Verification. This item is complete. Item 11: In-line Inspection. At the hearing, the parties agreed to withdraw this item. The Decision, however, required Belle Fourche to reevaluate its pigging intervals based on the relative risk of slope movement. This item is complete. Item 12: Reporting. At the hearing, the Parties agreed to withdraw this item because the reporting was redundant of other reporting requirements in the CAO.2 Item 13: Leak Detection. This requirement was withdrawn pursuant to the Decision. 2 On August 31, 2017, PHMSA approved Belle Fourche’s request to submit quarterly status reports to PHMSA in lieu of monthly status reports under the “1. Reporting” under “Other Requirements” of the CAO.#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 6CPF No. 5-2016-5013H Page 6 IV. Corrective Measures. 14. Return to Service. Belle Fourche must obtain written approval from the Director prior to resuming operation of the remaining portion of the Isolated Segment that is currently shut down. 15. Future Geotechnical Evaluation and Remediation. Within 12 months of the Effective Date of this Agreement Belle Fourche must perform a risk assessment of all slopes in proximity to the Affected Segment that are steeper than 3H:1V, to determine whether slope movement could damage the pipeline. For purposes of this paragraph, the term “in proximity” is defined as 250 feet on either side of the pipeline, and limited to 3:1 slopes of 30 feet or more vertical to eliminate short slopes of 3:1 inclines (such as road ditches) that present no risk to pipeline safety. Within 90 days of completion of this assessment, Belle Fourche must submit to the Director for approval an analysis of whether HDD crossings should be installed at these locations or whether the pipeline should be rerouted or reinstalled deeper to avoid unstable areas. If so, the report should include a remediation plan. If not, the report shall provide a sound engineering analysis to explain why remediation is unnecessary. V. Additional Provisions. 16. Extensions of Time. The Director may grant an extension of time for compliance with any of the terms of the Agreement and Order upon a written request submitted at least 30 days prior to a stated deadline, demonstrating good cause for an extension. 17. Dispute Resolution. PHMSA and Belle Fourche will informally attempt to resolve any disputes arising this Agreement and Order. Belle Fourche and a lead inspector designated by the Director will first confer in an effort to resolve any dispute. If Belle Fourche and the lead inspector are unable to informally resolve a dispute within 15 calendar days, Belle Fourche may request in writing, within 10 days, a written determination resolving the dispute from the Director. The request will provide all information that Belle Fourche believes is relevant to the dispute. If the request is submitted as provided herein, the Director will issue a determination in writing. Belle Fourche shall notify the Director in writing within 7 days of receipt of the Director’s determination whether Belle Fourche intends to proceed in accordance with the Director’s determination. The Director’s determination shall no longer be subject to dispute pursuant to this Consent Agreement, unless within 7 days of receipt of the Director’s determination, Belle Fourche files an appeal with the Associate Administrator for Pipeline Safety. Belle Fourche shall notify the Director and the Associate Administrator in writing within 7 days of receipt of the Associate Administrator’s decision whether Belle Fourche intends to proceed in accordance with the Associate Administrator’s decision. VI. Dismissal of Petition for Review. 18. Within five business days after the Effective Date of this Agreement and Order, Belle Fourche shall file with the U.S. Court of Appeals for the Tenth Circuit a Stipulation to Dismiss the Petition, with prejudice, pursuant to Rule 42 of the Federal Rules of Appellate Procedure, specifying that the Parties shall bear their own costs.#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 7CPF No. 5-2016-5013H Page 7 VII. Enforcement. 19. This Agreement and Order is subject to all enforcement authorities available to PHMSA under 49 U.S.C. § 60101, et seq., and 49 C.F.R. Part 190. All deadlines set forth or referenced in Section IV will be automatically incorporated into this Agreement and Order and are enforceable in the same manner. VIII. Recordkeeping and Information Disclosure. 20. Except as otherwise provided herein, Belle Fourche agrees to maintain records demonstrating compliance with all requirements of this Agreement and Order for a period of at least five years following completion of all work to be performed. For any reports, plans, or other deliverables required to be submitted to PHMSA pursuant to this Agreement and Order, Respondent may assert a claim of business confidentiality or other protections applicable to the release of information by PHMSA, covering part or all of the information required to be submitted to PHMSA pursuant to this Agreement and Order in accordance with 49 C.F.R. Part 7 and 49 C.F.R. § 190.343 Respondent must mark the claim of confidentiality in writing on each page, and include a statement specifying the grounds for each claim of confidentially. PHMSA will determine the releasibility of any information submitted pursuant to this Agreement and Order, in accordance with 49 C.F.R. Part 7, the Freedom of Information Act, 5 U.S.C. § 552, DOT and PHMSA policies, and other applicable regulations and Executive Orders. IX. Effective Date. 21. The term “Effective Date,” as used herein, is the date on which this Agreement and Order is fully executed by the Parties. Unless specified to the contrary, all deadlines for actions required by this Agreement and Order run from the Effective Date. X. Modification. 22. The terms of this Agreement and Order may be modified by mutual agreement of the Parties. Such modifications must be in writing and signed by the Parties. XI. Termination. 23. This Agreement and Order terminates upon completion of Paragraph 18 and all terms set forth in Section IV (Corrective Measures) as determined by the Director, or in accordance with Dispute Resolution in paragraph 17. Belle Fourche may request written confirmation from PHMSA when this Agreement and Order is terminated and the Director will provide such confirmation within three months of the written request. Nothing in this Agreement and Order prevents Respondent from completing any of the obligations earlier than the deadlines provided for in this Agreement and Order.#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 8CPF No. 5-2016-5013H Page 8 XII. Ratification. 24. The Parties’ undersigned representatives certify that they are fully authorized to enter into the terms and conditions of this Agreement and Order and to execute and legally bind such party to this document. 25. The Parties hereby agree to all conditions and terms of this Agreement and Order. For Belle Fourche Pipeline Company (Respondent): ___________________________________ President June 12, 2018 ________________________ Date For PHMSA: ___________________________________ Alan K. Mayberry Associate Administrator for Pipeline Safety Pipeline and Hazardous Materials Safety Administration U.S. Department of Transportation July 2, 2018 ________________________ Date#

520165013H_PHC Consent Agreement and Order_07022018_text.pdf, page 9CPF No. 5-2016-5013H Page 9 Figure 1. Affected Segment and Isolated Segment Skunk Hill to Bicentennial 6” Provided by Belle Fourche#