Prepared by MERRILL CORPORATION www.edgaradvantage.com


EXHIBIT 10.22.1  


GAS TRANSACTION CONFIRMATION  



	 	 	 	 	 	 	 
	1.    BUYER:	 	SELLER:	 	GAS TRANS. AG.	 	DATE FORM
	 	 	 	 	EFF. DATE:	 	DELIVERED:
	Cascade Natural Gas Corp.	 	Engage Energy Canada, ILP.	 	October 1, 1995	 	Sep. 8, 2000
	 	 	 	 	#2350	 	 




	2.
	DETAILS
OF TRANSACTIONS: 





	 	 	 	 	 	 	 	 	 
	Trans.N	 	Start	 	End	 	Quantity/day	 	Price    Qual. of Service
	Del. Point 0.	 	Del. Date/Time	 	Rec. Date/Time	 	(MMBtu)	 	(Cdn$)
	pipe	 	pipe	 	 	 	 	 	 
	 	 	 	 	 	 	(See 3. below) (Int, Firm or EFP)
	 	 	See Sec 3	 	See Sec 3	 	27037 MMBtu	 	See Sec 3 Firm
	KINGSGATE	 	WEI	 	WEI	 	 	 	 




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



	1.
	Commodity
Price of Original August 17, 1994 Contract. 







Price
for Nov. 1/00 - Oct. 31/01 (as per Amending Agreement dated August 15, 2000) as

follows— 


	a.
	The
Gas Commodity Price to be paid for gas delivered each month during the period commencing on November 1, 2000 and expiring on October 31, 2001 shall be calculated
as a percentage price determined under Subsection c below, based upon a weighted average of the following published prices (the Index Price):



	(i)
	the
"Rocky Mountain" designated supply source into the Northwest pipeline system, as that price is provided in the publication entitled, Inside F E R C's Gas Market Report in the
table entitled, "Prices of Spot Gas Delivered to Pipelines  •  (per MMBtu dry)", under the "Northwest Pipeline Corp." entry multiplied by 26%; and



	(ii)
	the
"Canadian Border" designated supply source into the Northwest pipeline system, as that price is provided in the publication entitled, Inside F E R C's Gas Market Report in the
table entitled, Prices of Spot Gas Delivered to Pipelines  •  (per MMBtu dry) under the "Northwest Pipeline Corp" entry multiplied by 35%; and



	(iii)
	the
AECO "C" & N.I.T. One-Month Spot price as published by the "Canadian Gas Price Reporter" in the table entitled, Canadian Natural Gas Supply Prices under the
column entitled Avg in U.S$/ MMBtu multiplied by 39%. 









	b.
	The
reference publication issue to determine the Gas Commodity Price for a month shall be the first issue which is published after the first day of the month.



	c.
	The
percentage of the Index Price shall be as follows:

    November 1, 2000 March 31, 2001—91%

    April 1, 2001 - October 31, 2001—87.5% 





	2.
	PRICE
CONVERSION:



	i)
	Nov. 1/00
- Mar. 31/01

Price conversion transacted on September 7 & 8, 2000 for 27,037 MMBtu/Day (Firm/Fixed Obligation) Price = US $[*] per MMBtu 













	ii)
	Apr. 1/00
- Oct. 31/00

Price Conversion transacted on September 7, 2000 for volumes 5,000 MMBtu/Day (Firm/Fixed Obligation) Price = US $[*] per MMBtu.




Volume
greater than 5,000 MMBtu/Day up to 27,037 MMBtu/Day is firm delivery based on original pricing as per Section 1 above. 






	3.
	LOAD
FACTOR COMMITMENT



	i)
	All
price conversion volumes dictate a 100% minimum load factor. 







    [*] =
Redacted 


	4.
	ADDRESSES,
OPERATIONS AND BILLINGS AND PAYMENT INFORMATION: 





	Engage Energy Canada, L.P.

1100, 421 - 7th Avenue S.W.

Calgary, Alberta

Canada T2P 4K9	 	Cascade Natural Gas Corp. ("Customer")

222 Fairview Avenue North

Seattle WA 98109

U.S.A.
	 

Marketing Representative Name:

Jeff Thompson

Phone: (403) 297-1838

Fax: (403) 269-6909	 
 	 

Marketing Representative:

Pattie Grable

Phone: (206) 381-6829

Fax: (206) 624-7215
	 

Accounting Contact:

Lisa Freund

Phone: (403) 297-0364

Fax: (403) 269-5909	 
 	 

Accounting Contact:

 

Phone: (403)

Fax: (403)
	 

Operations Contact:

Shelley Langdon

Phone: (403) 297-0381

Fax: (403) 269-5909

Wire Transfer Acct.	 
 	 

Operations Contact:

Phone: (403)

Fax: (403)

Wire Transfer Acct.
	 

 	 
 	 

 




	5.
	(a)
The above are the essential binding terms of the transaction in question. If a formal master physical agreement is in effect between the parties, then the 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. 





	ENGAGE ENERGY CANADA, L.P. ("Engage")

 

Per Jeff A. Thompson

Vice President Supply and Marketing

BC/PNW Region

 

Dated: Sep. 8, 2000	 	CASCADE NATURAL GAS CORP. ("the

Customer")

Per King Oberg

Vice President

 

 

Dated:



    [*] =
Redacted