[*]=CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
EXHIBIT 10.22.1
XXX XXXXXXX
Xxxxxxx 0, 0000
XXXXXXX NATURAL GAS CORPORATION
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx
XXX 00000
ATTENTION: XX. XXXXXXX XXXXXXX
Dear Xx. Xxxxxxx:
RE: AMENDED AND RESTATED NATURAL GAS SALES AGREEMENT DATED AUGUST 17, 1994
BETWEEN ENGAGE ENERGY CANADA, L.P. ("ENGAGE") (SUCCESSOR TO WESTCOAST
GAS SERVICES INC.) ("SELLER") AND CASCADE NATURAL GAS CORPORATION
("BUYER") (THE "GAS SALES AGREEMENT")
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This letter shall confirm the agreement between Engage and Cascade Natural Gas
Corporation ("Cascade") to amend Section 7.8 of the Gas Sales Agreement as
follows:
7.8 GAS COMMODITY PRICE
a. The Gas Commodity Price to be paid for gas delivered each month during
the period commencing on November 1, 1997 and expiring on October 31,
1998 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 [*]%;
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 [*]%; 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$/MMBtu
multiplied by [*]%.
b. The reference publication issue to determine the Gas Commodity Price
for a month shall be the first issue which is published after the
first day of the month.
12/23/97 Cascade Natural Gas Corporation
Page 2
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c. The percentage of the Index Price shall be determined based on the
quantity of gas purchased by Buyer under this Agreement during a
specified period, in accordance with the following table:
"INDEX PRICE" PERCENTAGE TABLE
Period Quantity of Gas Purchased Applicable Percentage
During Period of "Index Price"
--------------- ------------------------- ---------------------
Nov. 1, 1997 to 0 to 4,136,661 [*]%
Oct. 31, 1998 4,136,662 to 7,029,620 [*]%
7,029,621 to 9,868,505 [*]%
Engage and Cascade further agree that "Exchange Rate" shall mean the thirty (30)
day average of the daily spot exchange rate, expressed as U.S$/Cdn.$1.00, and
that this definition shall supersede the definition provided in subclause 1.1y
of the Gas Sales Agreement.
Terms or phrases defined or used in the Gas Sales Agreement shall have the same
meaning herein unless specifically stated otherwise.
Please indicate your agreement with the foregoing by signing both copies of this
letter in the space provided below. Please retain one copy for your files and
return the other copy to Engage at your earliest convenience.
Yours truly,
ENGAGE ENERGY CANADA, L.P.
Xxxx Xxxxxxxx,
Vice President, Supply and Marketing
British Columbia and Pacific Northwest Region
JAT/tw
c.c. Xxxxx Xxxxx
ACCEPTED AND AGREED TO THIS DAY OF , 1997.
------- -----------------------
CASCADE NATURAL GAS CORPORATION
Per:
-------------------------
Title:
-----------------------
12/23/97 Cascade Natural Gas Corporation
Page 3
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XXX XXXXXXX
Xxxxxxx 0, 0000
XXXXXXX NATURAL GAS CORPORATION
000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx
00000
ATTENTION: XX. XXXXXXX XXXXXXX
----------------------------------
Dear Xx. Xxxxxxx:
RE: AMENDED AND RESTATED NATURAL GAS SALES AGREEMENT DATED AUGUST 17, 1994
BETWEEN ENGAGE ENERGY CANADA, L.P. ("ENGAGE") (SUCCESSOR TO WESTCOAST
GAS SERVICES INC.) ("SELLER") AND CASCADE NATURAL GAS CORPORATION
("BUYER") (THE "GAS SALES AGREEMENT")
(KINGSGATE AGREEMENT)
--------------------------------------------------------------------------------
Enclosed for signature are duplicate originals of the above noted agreement
extending the Gas Commodity Price under Section 7.8 for an additional one year
term.
Please sign both copies and return one for our files.
If you have any questions please give me a call at (000) 000-0000.
Yours truly,
ENGAGE ENERGY CANADA, L.P.
Xxxx Xxxxxxxx,
Vice President, Supply and Marketing
British Columbia and Pacific Northwest Region
Att.
JAT/tw
c.c. Xxxxx Xxxxx
