**Exhibit 10.12**

**Rate Schedule TF-1Service Agreement**

**Contract No. 100002**

THIS SERVICE AGREEMENT (Agreement) restates theService Agreement made and entered into on July 31, 1991, by and betweenNorthwest Pipeline Corporation (Transporter) and Cascade Natural GasCorporation (Shipper). WHEREAS:

A                Pursuant toSection 11.4 of the General Terms and Conditions of Transporter’s FERC GasTariff, Transporter and Shipper desire to restate the Service Agreement datedJuly 31, 1991 (Contract #100002), as previously restated onOctober 18, 2005May 16, 2006, in the format of Northwest’s currentlyeffective Form of Service Agreement and to make certain additionalnon-substantive changes, while preserving all pre-existing, substantivecontractual rights.

B                 Transporter andShipper desire to amend the Agreement to remove the La Maquina receiptpoint and reallocate 1,000 Dth/day of MDQ from the La Maquina receipt point tothe Blanco receipt point.

THEREFORE, in consideration of the premises and mutualcovenants set forth herein, Transporter and Shipper agree as follows:

1.    TariffIncorporation.   Rate Schedule TF-1 and the General Terms andConditions (GT&C) that apply to Rate Schedule TF-1, as such may berevised from time to time in Transporter’s FERC Gas Tariff (Tariff), are incorporatedby reference as part of this Agreement, except to the extent that anyprovisions thereof may be modified by non-conforming provisions herein.

2.    TransportationService.   Subject to the terms and conditions that apply to service underthis Agreement, Transporter agrees to receive, transport and deliver naturalgas for Shipper, on a firm basis. The Transportation Contract Demand, theMaximum Daily Quantity at each Primary Receipt Point, and the Maximum DailyDelivery Obligation at each Primary Delivery Point are set forth on Exhibit A.If contract-specific OFO parameters are set forth on Exhibit A, wheneverTransporter requests during the specified time period, Shipper agrees to flowgas as requested by Transporter, up to the specified volume through thespecified transportation corridor.

3.    TransportationRates.   Shipper agrees to pay Transporter for all services rendered underthis Agreement at the rates set forth or referenced herein. Reservation chargesapply to the Contract Demand set forth on Exhibit A. The maximum currentlyeffective rates (Recourse Rates) set forth in the Statement of Rates in theTariff, as revised from time to time, that apply to the Rate Schedule TF-1customer category identified on Exhibit A, will apply to service hereunderunless and to the extent that discounted Recourse Rates or awarded capacityrelease rates apply as set forth on Exhibit A or negotiated rates apply asset forth on Exhibit D. Additionally, if applicable under Section 21of the GT&C, Shipper agrees to pay Transporter a facility reimbursementcharge as set forth on Exhibit C.

4.    TransportationTerm.   This Agreement becomes effective on the date first set forth above.The primary term begin date for the transportation service hereunder is setforth on Exhibit A. This Agreement will remain in full force and effectthrough the primary term end date set forth on Exhibit A and, if Exhibit Aindicates that an evergreen provision applies, through the establishedevergreen rollover periods thereafter until terminated in accordance with thenotice requirements under the applicable evergreen provision.

5.    Non-ConformingProvisions.   All aspects in which this Agreement deviates from the Tariff,if any, are set forth as non-conforming provisions on Exhibit B. If Exhibit Bincludes any material non-conforming provisions, Transporter will file theAgreement with the Federal Energy Regulatory Commission (Commission) and theeffectiveness of such non-conforming provisions will be subject to theCommission acceptance of Transporter’s filing of the non-conforming Agreement.

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6.    CapacityRelease.   If Shipper is a temporary capacity release Replacement Shipper,any capacity release conditions, including recall rights, are set forth on Exhibit A.

7.    Exhibit Incorporation.   Exhibit Ais attached hereto and incorporated as part of this Agreement. If Exhibits B, Cand/or D apply, as noted on Exhibit A to this Agreement, then suchExhibits also are attached hereto and incorporated as part of this Agreement.

8.    RegulatoryAuthorization.   Transportation service under this Agreement is authorizedpursuant to the Commission regulations set forth on Exhibit A.

9.    SupersededAgreements.   When this Agreement takes effect, it supersedes, cancels andterminates the following agreement(s): Restated Firm Transportation Agreementdated July 31, 1991.

INWITNESS WHEREOF, Transporter and Shipper have executed this Restated Agreementon May 16, 2006.
| CASCADE NATURAL GAS CORPORATION                  |   | NORTHWEST PIPELINE  CORPORATION          |
|--------------------------------------------------|--------|------------------------------------------|
| By:                                              | /s/    |                                     | By: | /s/ |
| Name: JON STOLTZ                                 |   | Name: JANE F HARRISON                    |
| Title: *SR. VP,*  REGULATORY & GAS MGMT |   | Title: *MANAGER* NWP  MARKETING SERVICES |
|                                                  |        |                                          |  |  |

 

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**EXHIBIT A (Dated May 16, 2006, Effective May 16, 2006) to the Rate Schedule TF-1 Service Agreement (Contract No. 100002) between Northwest Pipeline Corporation and Cascade Natural Gas Corporation**

**SERVICE DETAILS**

1.                 TransportationContract Demand (CD): 206,123 Dth per day

2.                 PrimaryReceipt Point(s):

| **Point ID** | ** ** | **Name** | ** ** | **Maximum Daily  Quantities (Dth)** | ** ** |
|-------------------|------------|----------|------------|-----------------------------------------------|------------|
|              | 4          |     |       | IGNACIO PLANT                                 |       |   | 18892 |   |   |
|              | 20         |     |       | CUTTHROAT                                     |       |   | 2084 |   |   |
|              | 30         |     |       | LISBON RECEIPT                                |       |   | 2781 |   |   |
|              | 75         |     |       | CLAY BASIN  RECEIPT                           |       |   | 554 |   |   |
|              | 80         |     |       | GREEN RIVER  GATHERING                        |       |   | 16739 |   |   |
|              | 187        |     |       | STANFIELD RECEIPT                             |       |   | 1000 |   |   |
|              | 297        |     |       | SUMAS RECEIPT                                 |       |   | 89391 |   |   |
|              | 401        |     |       | STARR ROAD  RECEIPT                           |       |   | 27055 |   |   |
|              | 534        |     |       | PAINTER N.R.U.  RECEIPT                       |       |   | 763 |   |   |
|              | 541        |     |       | SHUTE CREEK PLANT  RECEIPT                    |       |   | 5000 |   |   |
|              | 543        |     |       | OPAL PLANT                                    |       |   | 26869 |   |   |
|              | 554        |     |       | BLANCO RECEIPT                                |       |   | 11000 |   |   |
|              | 669        |     |       | HATCH GULCH                                   |       |   | 3995 |   |   |
|              |       |     |       | Total                                         |       |   | 206123 |   |   |

 

3.                 PrimaryDelivery Point(s):

| **Point ID** | ** ** | **Name** | ** ** | **Maximum Daily   Delivery   Obligation   (Dth)** | ** ** | **Delivery   Pressure (psig)** | ** ** |
|-------------------|------------|----------|------------|--------------------------------------------------------|------------|-------------------------------------|------------|
|              | 170        |     |       | NYSSA-ONTARIO                                          |       |                                | 8125       |   |   |   | 400 |   |   |
|              | 171        |     |       | HUNTINGTON                                             |       |                                | 200        |   |   |   | 150 |   |   |
|              | 175        |     |       | BAKER                                                  |       |                                | 5922       |   |   |   | 150 |   |   |
|              | 184        |     |       | MISSION TAP                                            |       |                                | 133        |   |   |   | 150 |   |   |
|              | 185        |     |       | PENDLETON                                              |       |                                | 8487       |   |   |   | 300 |   |   |
|              | 188        |     |       | STANFIELD  DELIVERY                                    |       |                                | 13840      |   |   |   | 150 |   |   |
|              | 190        |     |       | HERMISTON                                              |       |                                | 7845       |   |   |   | 200 |   |   |
|              | 192        |     |       | UMATILLA                                               |       |                                | 5760       |   |   |   | 250 |   |   |
|              | 198        |     |       | PATTERSON                                              |       |                                | 1000       |   |   |   | 150 |   |   |
|              | 223        |     |       | WOODLAND                                               |       |                                | 920        |   |   |   | 150 |   |   |
|              | 225        |     |       | KALAMA                                                 |       |                                | 200        |   |   |   | 150 |   |   |
|              | 227        |     |       | LONGVIEW-KELSO                                         |       |                                | 38400      |   |   |   | 400 |   |   |
|              | 230        |     |       | CASTLE ROCK                                            |       |                                | 220        |   |   |   | 150 |   |   |
|              | 279        |     |       | ARLINGTON                                              |       |                                | 2480       |   |   |   | 200 |   |   |
|              | 283        |     |       | MOUNT VERNON                                           |       |                                | 5000       |   |   |   | 300 |   |   |
|              | 284        |     |       | SEDRO/WOOLLEY                                          |       |                                | 24386      |   |   |   | 500 |   |   |
|              | 285        |     |       | ACME                                                   |       |                                | 90         |   |   |   | 150 |   |   |
|              | 286        |     |       | DEMING                                                 |       |                                | 210        |   |   |   | 150 |   |   |
|              | 288        |     |       | LAWRENCE                                               |       |                                | 100        |   |   |   | 150 |   |   |

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|   | 289    |   |   | LYNDEN                    |   |   | 1740   |   |   |   | 240    |   |   |
|--------|--------|--------|--------|---------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|   | 290    |   |   | BELLINGHAM II             |   |   | 37500  |   |   |   | 500    |   |   |
|   | 293    |   |   | SUMAS CITY OF             |   |   | 280    |   |   |   | 150    |   |   |
|   | 367    |   |   | PLYMOUTH                  |   |   | 2500   |   |   |   | 400    |   |   |
|   | 369    |   |   | KENNEWICK                 |   |   | 8424   |   |   |   | 300    |   |   |
|   | 370    |   |   | RICHLAND                  |   |   | 471    |   |   |   | 150    |   |   |
|   | 371    |   |   | PASCO                     |   |   | 3850   |   |   |   | 150    |   |   |
|   | 373    |   |   | BURBANK HEIGHTS           |   |   | 7800   |   |   |   | 400    |   |   |
|   | 411    |   |   | MENAN STARCH              |   |   | 43     |   |   |   | 150    |   |   |
|   | 412    |   |   | MOSES LAKE                |   |   | 27320  |   |   |   | 300    |   |   |
|   | 414    |   |   | OTHELLO                   |   |   | 4825   |   |   |   | 300    |   |   |
|   | 427    |   |   | PROSSER                   |   |   | 3116   |   |   |   | 300    |   |   |
|   | 428    |   |   | YAKIMA CHIEF  FARMS       |   |   | 50     |   |   |   | 150    |   |   |
|   | 430    |   |   | GRANDVIEW                 |   |   | 3200   |   |   |   | 175    |   |   |
|   | 433    |   |   | SUNNYSIDE                 |   |   | 2802   |   |   |   | 200    |   |   |
|   | 435    |   |   | ZILLAH (TOPPENISH)        |   |   | 6586   |   |   |   | 300    |   |   |
|   | 437    |   |   | MOXEE CITY                |   |   | 100    |   |   |   | 250    |   |   |
|   | 439    |   |   | YAKIMA/UNION GAP          |   |   | 17098  |   |   |   | 350    |   |   |
|   | 440    |   |   | YAKIMA FIRING  CENTER     |   |   | 302    |   |   |   | 150    |   |   |
|   | 441    |   |   | SELAH                     |   |   | 2000   |   |   |   | 200    |   |   |
|   | 443    |   |   | QUINCY                    |   |   | 1770   |   |   |   | 250    |   |   |
|   | 444    |   |   | ALCOA WENATCHEE           |   |   | 2860   |   |   |   | 150    |   |   |
|   | 445    |   |   | KAWECKI                   |   |   | 382    |   |   |   | 150    |   |   |
|   | 446    |   |   | WENATCHEE                 |   |   | 8740   |   |   |   | 225    |   |   |
|   | 469    |   |   | KALAMA #2                 |   |   | 3900   |   |   |   | 400    |   |   |
|   | 471    |   |   | A&M RENDERING         |   |   | 100    |   |   |   | 150    |   |   |
|   | 472    |   |   | BELLINGHAM  (FERNDALE)    |   |   | 17500  |   |   |   | 300    |   |   |
|   | 479    |   |   | OAK  HARBOR/STANWOOD      |   |   | 3470   |   |   |   | 400    |   |   |
|   | 486    |   |   | BREMERTON  (SHELTON)      |   |   | 7102   |   |   |   | 375    |   |   |
|   | 487    |   |   | ABERDEEN/HOQUIAM/MCCLEARY |   |   | 4400   |   |   |   | 375    |   |   |
|   | 488    |   |   | CITY OF FINLEY            |   |   | 430    |   |   |   | 300    |   |   |
|   | 489    |   |   | SANDVIK                   |   |   | 540    |   |   |   | 150    |   |   |
|   | 518    |   |   | ATHENA                    |   |   | 1150   |   |   |   | 150    |   |   |
|   | 519    |   |   | MILTON-FREEWATER          |   |   | 1040   |   |   |   | 150    |   |   |
|   | 520    |   |   | WALLA WALLA               |   |   | 11830  |   |   |   | 250    |   |   |
|   |   |   |   | Total                     |   |   | 318539 |   |   |   |   |   |   |

 

4.                 CustomerCategory:

a.      LargeCustomer

b.     IncrementalExpansion Customer: No

5.                 Recourse orDiscounted Recourse Transportation Rates: 

a.      ReservationCharge (per Dth of CD):

Maximum Base Tariff Rate, plus applicable surcharges

b.     VolumetricCharge (per Dth):

Maximum Base Tariff Rate, plus applicable surcharges

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c.                 AdditionalFacility Reservation Surcharge Pursuant to Section 3.4 of Rate Schedule TF-1(per Dth of CD):

None

d.                Rate DiscountConditions Consistent with Section 3.5 of Rate Schedule TF-1:

Not Applicable

6.                 TransportationTerm: 

a.                 Primary TermBegin Date:

November 01, 1992

b.                Primary Term EndDate:

April 30, 2015

c.                 EvergreenProvision:

Yes, grandfathered unilateral evergreen underSection 12.3 of Rate Schedule TF-1

7.                 Contract-SpecificOFO Parameters: None. 

8.                 RegulatoryAuthorization: 18 CFR 284.223

9.                 AdditionalExhibits: 

Exhibit B Yes, dated October 18, 2005

Exhibit C No

Exhibit D No

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**EXHIBITB (Dated October 18, 2005, Effective October 18, 2005) to the Rate Schedule TF-1 Service Agreement (Contract No. 100002) between Northwest Pipeline Corporation and Cascade Natural Gas Corporation**

**NON-CONFORMINGPROVISIONS**

**1.****                 PrimaryDelivery Points**

**The following provisionclarifying the pressure obligation at the Moses Lake delivery point originallywas added to the Agreement by amendment dated April 1, 1998, as discussedin Transporter’s prior notice application for new Moses Lake deliveryfacilities filed with the Commission in Docket No. CP98-372 andapproved effective June 16, 1998:**

In the event the hourly rate at the Moses Lakedelivery point exceeds 1,207 Dth during that gas flow day, the deliverypressure of 300 psig will not apply.

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