**Exhibit 10.8**

[ENGAGE LOGO]

 

Key [*] = CONFIDENTIAL INFORMATION DELETED

November 21, 2001

**Cascade NaturalGas Corporation**

**222 FairviewAvenue North**

**Seattle,Washington**

**88109**

** **

# **Attention:              Pattie Grabie**

** **

**Dear Pattie:**

** **

**Re:         Gas Transaction Confirmation(“GTC”) datedNovember 21, 2001 between Cascade Natural Gas Corporation (“Cascade”) and Engage Energy Canada, L.P. (“Engage”)**

 

With reference to Subsection E of the letteragreement entitled, “Offer of Westcoast Energy Inc. T-South CapacityAssignment” as executed by Cascade and Engage, dated May 25, 2001, theprovisions of the attached GTC will confirm the essential commercial terms andconditions pursuant to which Engage will supply natural gas to Cascade,commencing on November 1, 2003:

 

Attached for your review are two copies ofour GTC dated November 21, 2001 covering the period November 1, 2003 toNovember 1, 2008.

 

If you are in agreement with the terms,please indicate your acceptance by signing both copies of this letter in thespace provided below and return one copy to Engage for our files.  Please note our offices moved in July andour new address is as shown below.  Ifyou 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 April2002.

 

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

 

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[ENGAGE LOGO]

 

**GAS TRANSACTIONCONFIRMATION**

 
| 1.BUYER:  Cascade Natural Gas  Corporation                                                                                                                                                       |   | SELLER:  Engage Energy Canada,  LP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | GAS TRANS. AG,EFF. DATE: July 1, 1994 |   | DATE FORMDELIVERED: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 NorthScattle, WA 98108  USA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Marketing Representative Name: Kavin TurchanskiPhone: (403) 699-1036  Fax: (403) 221-8543                                                                                                             |   | Marketing Representative Name: Pattie GrabiePhone: (208) 381-6829  Fax(206) 624-7215                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Accounting Contact: Trevor GibbPhone: (403)699-1039  Fax(403) 221-8543                                                                                                                                |   | Accounting Contact:Phone: (208)  Fax       (208)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Operations Contact Shelley LangdonPhone: (403) 699-1050  Fax(403) 221-8843                                                                                                                            |   | Operations ContactPhone: (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

 

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Contract No. 1872

 

# Schedule A

 

To the GasTransaction confirmationBetween 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.                                       TransactionTerm.

 

The initialgas supply term shall be for five years commencing on the Capacity CommencementDate, being 0700 hours PST November 1, 2003, and expiring at the same time onNovember 1, 2008 (the “Gas Transaction Terms”). With reference to thepreferential supply status of Engage as mentioned in Subsection 2 A of theCapacity Assignment Letter, on the first Business Day of the sixth month priorto the end of the Gas Transaction Term, Buyer and Seller shall commencesnegotiations to agree upon the terms and conditions of gas supply arrangementsfor the remaining period of the Capacity Term.

 

2.                                       DailyQuantity:

 

Thedaily quantity of gas (the ‘Daily Quantity’) to be purchased and sold at theDelivery Point during the Gas Transaction shall be the metric volumetricequivalent of 20,000 MCI/day, plus Westcoast Energy Inc. (“WEI”) applicablefuel quantities as set out in the applicable tariff and toll provisions of WEI.

 

3.             Delivery Point:

 

TheDelivery Point shall be the point specified in the WEI tariff at which thefacilities of WEI’s T-North system interconnect with those of the WEI T-Southsystem, commonly referred to as the Compressor Station #2 (‘Station 2’)transfer point.

 

4.             CommodityCharges:

 

Thetotal commodity costs and charges to be paid by Buyer for all quantitiesdelivered by Seller during a delivery month of the Gas Transaction Term shallbe [*]

 

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5.             FixedPrice Conversion:

 

[*]

 

6.             Deliveryand Receipt Obligations:

 

Forthe Gas Transaction Term, subject to the Force Majaure provisions of the GasTransaction Agreement and Section 8 below, Seller shall deliver and sell toBuyer one hundred (100%) percent of the Daily Quantity each day on a Firmbasis.  During that period, Buyer shallbe obligated to nominate and take one hundred (100%) percent of the DailyQuantity each day on a Firm basis.

 

7.             NominationServices:

 

Selleras an independent contractor during the Gas Transaction Term will provide toBuyer nomination services to communicate with WEI for the transportation eachday of the Daily Quantity from the Delivery Point to the WEI Huntingdon Pool(“Redelivery point”).  Buyer will do allreasonable 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 toEngage ordinary course communication with respect to such nominationservices.  Further, Buyer will indemnifyand

 

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saveharmless Seller from and against any and all losses, costs, or changes sufferedor incurred by Seller, unless any or all of them were due to the grossnegligence or wilful misconduct of Seller acting in such capacity

 

8.             FirmPurchase Obligation Mitigation

 

(a)                                  During the Gas Transaction Term, if after having used all bestefforts to take delivery of the full Daily Quantity on any day Buyer is unableto do so, then Seller agrees to repurchase from Buyer, each day, the quantityof gas which is the difference between the Daily Quantity MINUS the actualquantity Buyer indicates to Seller that it can take delivery of on that day atthe Delivery Point or Redelivery Point, that point to be mutually agreed to bythe Parties (the difference being the “Repurchase Quantities”).  For all such Repurchase Quantities based onthat mutual agreement, Seller will pay Buyer a repurchase price (the‘Repurchase Price’) which will shall be either.

[*]

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