Rate Schedule TF-1 Service Agreement Contract No. 100002

Exhibit 10.12

Rate Schedule TF-1 Service Agreement

Contract No. 100002

THIS SERVICE AGREEMENT (Agreement) restates the Service Agreement made and entered into on July 31, 1991, by and between Northwest Pipeline Corporation (Transporter) and Cascade Natural Gas Corporation (Shipper). WHEREAS:

A Pursuant to Section 11.4 of the General Terms and Conditions of Transporter’s FERC Gas Tariff, Transporter and Shipper desire to restate the Service Agreement dated July 31, 1991 (Contract #100002), as previously restated on October 18, 2005May 16, 2006, in the format of Northwest’s currently effective Form of Service Agreement and to make certain additional non-substantive changes, while preserving all pre-existing, substantive contractual rights.

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

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

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

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

3.    Transportation Rates.   Shipper agrees to pay Transporter for all services rendered under this Agreement at the rates set forth or referenced herein. Reservation charges apply to the Contract Demand set forth on Exhibit A. The maximum currently effective rates (Recourse Rates) set forth in the Statement of Rates in the Tariff, as revised from time to time, that apply to the Rate Schedule TF-1 customer category identified on Exhibit A, will apply to service hereunder unless and to the extent that discounted Recourse Rates or awarded capacity release rates apply as set forth on Exhibit A or negotiated rates apply as set forth on Exhibit D. Additionally, if applicable under Section 21 of the GT&C, Shipper agrees to pay Transporter a facility reimbursement charge as set forth on Exhibit C.

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

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

6.    Capacity Release.   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 A is attached hereto and incorporated as part of this Agreement. If Exhibits B, C and/or D apply, as noted on Exhibit A to this Agreement, then such Exhibits also are attached hereto and incorporated as part of this Agreement.

8.    Regulatory Authorization.   Transportation service under this Agreement is authorized pursuant to the Commission regulations set forth on Exhibit A.

9.    Superseded Agreements.   When this Agreement takes effect, it supersedes, cancels and terminates the following agreement(s): Restated Firm Transportation Agreement dated July 31, 1991.

IN WITNESS WHEREOF, Transporter and Shipper have executed this Restated Agreement on May 16, 2006.

CASCADE NATURAL GAS CORPORATION			NORTHWEST PIPELINE CORPORATION
By:	/s/		By:	/s/
Name: XXX XXXXXX			Name: XXXX X XXXXXXXX
Title: SR. VP, REGULATORY & GAS MGMT			Title: MANAGER NWP MARKETING SERVICES

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. Transportation Contract Demand (CD): 206,123 Dth per day

2. Primary Receipt Point(s):

Point ID				Name		Maximum Daily Quantities (Dth)
	4			XXXXXXX PLANT			18892
	20			CUTTHROAT			2084
	30			LISBON RECEIPT			2781
	75			CLAY BASIN RECEIPT			554
	80			GREEN RIVER GATHERING			16739
	187			XXXXXXXXX RECEIPT			1000
	297			SUMAS RECEIPT			89391
	000			XXXXX XXXX RECEIPT			27055
	534			PAINTER N.R.U. RECEIPT			763
	541			XXXXX CREEK PLANT RECEIPT			5000
	543			OPAL PLANT			26869
	554			XXXXXX RECEIPT			11000
	669			HATCH GULCH			3995
				Total			206123

3. Primary Delivery Point(s):

Point ID				Name		Maximum Daily Delivery Obligation (Dth)				Delivery Pressure (psig)
	170			NYSSA-ONTARIO			8125				400
	171			HUNTINGTON			200				150
	175			XXXXX			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			XXXXXXXXX			1000				150
	223			WOODLAND			920				150
	225			KALAMA			200				150
	227			LONGVIEW-XXXXX			38400				400
	230			CASTLE ROCK			220				150
	279			ARLINGTON			2480				200
	283			MOUNT XXXXXX			5000				300
	284			SEDRO/XXXXXXX			24386				500
	285			ACME			90				150
	286			XXXXXX			210				150
	288			XXXXXXXX			100				150

	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			XXXXXXX			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			XXXXXXX			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 (XXXXXXX)			7102				375
	487			ABERDEEN/HOQUIAM/XXXXXXXX			4400				375
	488			CITY OF XXXXXX			430				300
	489			SANDVIK			540				150
	518			ATHENA			1150				150
	519			XXXXXX-FREEWATER			1040				150
	520			WALLA WALLA			11830				250
				Total			318539

4. Customer Category:

a.      Large Customer

b.     Incremental Expansion Customer: No

5. Recourse or Discounted Recourse Transportation Rates:

a.      Reservation Charge (per Dth of CD):

Maximum Base Tariff Rate, plus applicable surcharges

b.     Volumetric Charge (per Dth):

Maximum Base Tariff Rate, plus applicable surcharges

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

None

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

Not Applicable

6. Transportation Term:

a. Primary Term Begin Date:

November 01, 1992

b. Primary Term End Date:

April 30, 2015

c. Evergreen Provision:

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

7. Contract-Specific OFO Parameters: None.

8. Regulatory Authorization: 18 CFR 284.223

9. Additional Exhibits:

Exhibit B Yes, dated October 18, 2005

Exhibit C No

Exhibit D No

EXHIBIT B
(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-CONFORMING PROVISIONS

1. Primary Delivery Points

The following provision clarifying the pressure obligation at the Moses Lake delivery point originally was added to the Agreement by amendment dated April 1, 1998, as discussed in Transporter’s prior notice application for new Moses Lake delivery facilities filed with the Commission in Docket No. CP98-372 and approved effective June 16, 1998:

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