Exhibit 10.8




[ENGAGE LOGO]




 




Key [*] = CONFIDENTIAL INFORMATION DELETED




November 21, 2001




Cascade Natural

Gas Corporation




222 Fairview

Avenue North




Seattle,

Washington




88109




 




Attention:              Pattie Grabie




 




Dear Pattie:




 




Re:         Gas Transaction Confirmation(“GTC”) dated

November 21, 2001 


between Cascade Natural Gas Corporation (“Cascade”) 


and Engage Energy Canada, L.P. (“Engage”)




 




With reference to Subsection E of the letter

agreement entitled, “Offer of Westcoast Energy Inc. T-South Capacity

Assignment” as executed by Cascade and Engage, dated May 25, 2001, the

provisions of the attached GTC will confirm the essential commercial terms and

conditions pursuant to which Engage will supply natural gas to Cascade,

commencing on November 1, 2003:




 




Attached for your review are two copies of

our GTC dated November 21, 2001 covering the period November 1, 2003 to

November 1, 2008.




 




If you are in agreement with the terms,

please indicate your acceptance by signing both copies of this letter in the

space provided below and return one copy to Engage for our files.  Please note our offices moved in July and

our new address is as shown below.  If

you have any questions, please give me a call at (403) 699-1036.




 




Yours truly,




 




ENGAGE ENERGY CANADA, L.P.




 




	

  /s/ Kavin Turchanski


  	

   


  
	

  Kavin Turchanski,


  
	

  Vice Presiden, Natural Gas


  
	

  West Region


  





 




Att.




 




Accepted and Agreed to this 3rd day of April

2002.




 




CASCADE NATURAL GAS CORPORATION




 




	

  /s/ King Oberg


  	

   


  
	

  Per:  


  	

  King Oberg


  	

   


  
	

   


  	

   


  
	

  Title: 


  	

  Vice President, Gas Supply


  	

   


  
				





 




Engage Energy Canada, L.P. 1100,

421 7th Ave. S.W., Calgary, Alberto, Canada T2P 4k9




Phone: [403] 297-0333 Fax: [403]

269-5909




 





























 




[ENGAGE LOGO]




 




GAS TRANSACTION

CONFIRMATION




 




	

  1.BUYER:  


  Cascade Natural Gas

  Corporation


  	

   


  	

  SELLER:  


  Engage Energy Canada,

  LP.


  	

   


  	

  GAS TRANS. AG, EFF. DATE:
 July 1, 1994


  	

   


  	

  DATE FORM DELIVERED:November 21,2001


  
	

   


  
	

  2.  DETAILS OF TRANSACTIONS:


  
	

   


  
	

  Trans. No.


  	

   


  	

  Start Date/Time


  	

   


  	

  End Date/Time


  	

   


  	

  Quantity/Day
 (MMBtu, GJ, cu meters, or met)


  	

   


  	

  Price


  (C$ or US$)


  	

   


  	

  Qual. Of Service


  (Int, Finn or EFP)


  	

   


  	

  Delivery Point


  	

   


  	

  Delivery Pipe


  	

   


  	

  Rec. Pipe


  
	

  40852


  	

   


  	

  Nov 01/03


  	

   


  	

  Nov. 01/08


  	

   


  	

  See attached Schedule A


  	

   


  	

  See attached Schedule A


  	

   


  	

  See attached Schedule A


  	

   


  	

  See attached Schedule A


  	

   


  	

  WEI


  	

   


  	

  WEI


  
	

   


  
	

  3. SPECIAL PROVISIONS INCLUDING PRICE DETAILS (if any):


  
	

   


  
	

  See attached Schedule A 


  
	

  Terms defined in that Schedule will have the meaning first given in

  the May 25, 2001 T-South Capacity Assignment letter agreement between the

  Parties (the “Capacity Assignment Letter”).


  
	

   


  
	

  4. ADDRESSES, OPERATIONS AND BILLINGS AND PAYMENT INFORMATION:


  
	

   


  
	

  Engage Energy Canada, L.P.(“Engage”)  


  2200, 425 — 1st

  Street S.W.  


  Calagary, Alberta.
?2p 3L8


  	

   


  	

  Cascade Natural Gas Corporation (“Customer”)  


  222 Fairview Avenue North  


  Scattle, WA 98108

  
USA


  
	

  Marketing Representative Name: Kavin Turchanski  


  Phone: (403) 699-1036

  
Fax: (403) 221-8543


  	

   


  	

  Marketing Representative Name: Pattie Grabie  


  Phone: (208) 381-6829

  
Fax(206) 624-7215


  
	

  Accounting Contact: Trevor Gibb  


  Phone: (403)699-1039

  
Fax(403) 221-8543


  	

   


  	

  Accounting Contact:  


  Phone: (208)  
Fax     

  (208)


  
	

  Operations Contact Shelley Langdon  


  Phone: (403) 699-1050

  
Fax(403) 221-8843


  	

   


  	

  Operations Contact  


  Phone: (208)  
Fax      (208)


  
	

  Wire Transfer Acct:


  	

   


  	

  Wire Transfer Acct:


  
	

   


  	

   


  	

   


  
	

  5.


  	

  (a)


  	

  The above are the essential binding terms of the transaction in

  question.  If a formal matter physical

  agreement is in effect between the parties, then this above confirmation

  terms are subject to that agreement. 

  In the event of any conflict between this transaction and the terms of

  the formal agreement, the terms above prevail.  If no formal agreement exists, then the parties will finalize

  and sign one, failing which this transaction remains binding on the

  parties.  Upon finalizing that

  agreement, the above transaction will form a part of, and be subject to, that

  formal agreement.


  
	

   


  	

  (b)


  	

  If the customer notes any discrepancy between the provisions as

  orally agreed to and the above, please notify Engage within two (2) Business

  Days of delivery of this form.  After

  that all provisions will be presumed to be correct.


  
	

   


  	

  (c)


  	

  Any currency conversions shall be done using the Bank of Canada noon

  rate on the 10th calendar day of the invoice month (or the Bank of Canada

  noon rate on the immediately previous business day if the 10th calendar day

  falls on a non-business day).


  
	

   


  	

  (d)


  	

  For “Firm” Quality of Service, the Replacement Market Price will be

  equal in the published index price appearing on the next immediate Business

  Day after the day or days of the Basic Performance Default.


  
																					





 




Engage Energy Canada, LP 1100,

421 7th Ave. S.W., Calgary, Alberta, Canada T2P 4K9




Phone: (403) 297-0333 Fax: (403)

269-5909




 





























 




Contract No. 1872




 




Schedule A




 




To the Gas

Transaction confirmation


Between Cascade Natural Gas Corporation (“Buyer”)


and Engage Energy Canada, L.P. (“Seller”)




Effective November 1, 2001




(for the Term November 1, 2003 to October 31, 2008)




 




1.                                       Transaction

Term.




 




The initial

gas supply term shall be for five years commencing on the Capacity Commencement

Date, being 0700 hours PST November 1, 2003, and expiring at the same time on

November 1, 2008 (the “Gas Transaction Terms”). With reference to the

preferential supply status of Engage as mentioned in Subsection 2 A of the

Capacity Assignment Letter, on the first Business Day of the sixth month prior

to the end of the Gas Transaction Term, Buyer and Seller shall commences

negotiations to agree upon the terms and conditions of gas supply arrangements

for the remaining period of the Capacity Term.




 




2.                                       Daily

Quantity:




 




The

daily quantity of gas (the ‘Daily Quantity’) to be purchased and sold at the

Delivery Point during the Gas Transaction shall be the metric volumetric

equivalent of 20,000 MCI/day, plus Westcoast Energy Inc. (“WEI”) applicable

fuel quantities as set out in the applicable tariff and toll provisions of WEI.




 




3.             Delivery Point:




 




The

Delivery Point shall be the point specified in the WEI tariff at which the

facilities of WEI’s T-North system interconnect with those of the WEI T-South

system, commonly referred to as the Compressor Station #2 (‘Station 2’)

transfer point.




 




4.             Commodity

Charges:




 




The

total commodity costs and charges to be paid by Buyer for all quantities

delivered by Seller during a delivery month of the Gas Transaction Term shall

be [*]




 





























 




5.             Fixed

Price Conversion:




 




[*]




 




6.             Delivery

and Receipt Obligations:




 




For

the Gas Transaction Term, subject to the Force Majaure provisions of the Gas

Transaction Agreement and Section 8 below, Seller shall deliver and sell to

Buyer one hundred (100%) percent of the Daily Quantity each day on a Firm

basis.  During that period, Buyer shall

be obligated to nominate and take one hundred (100%) percent of the Daily

Quantity each day on a Firm basis.




 




7.             Nomination

Services:




 




Seller

as an independent contractor during the Gas Transaction Term will provide to

Buyer nomination services to communicate with WEI for the transportation each

day of the Daily Quantity from the Delivery Point to the WEI Huntingdon Pool

(“Redelivery point”).  Buyer will do all

reasonable things to confirm with WEI that Engage in acting in such a capacity,

and will make itself available on a timely basis to receive from and deliver to

Engage ordinary course communication with respect to such nomination

services.  Further, Buyer will indemnify

and




 





























 




save

harmless Seller from and against any and all losses, costs, or changes suffered

or incurred by Seller, unless any or all of them were due to the gross

negligence or wilful misconduct of Seller acting in such capacity




 




8.             Firm

Purchase Obligation Mitigation




 




(a)                                  During the Gas Transaction Term, if after having used all best

efforts to take delivery of the full Daily Quantity on any day Buyer is unable

to do so, then Seller agrees to repurchase from Buyer, each day, the quantity

of gas which is the difference between the Daily Quantity MINUS the actual

quantity Buyer indicates to Seller that it can take delivery of on that day at

the Delivery Point or Redelivery Point, that point to be mutually agreed to by

the Parties (the difference being the “Repurchase Quantities”).  For all such Repurchase Quantities based on

that mutual agreement, Seller will pay Buyer a repurchase price (the

‘Repurchase Price’) which will shall be either.




[*]