- 85 - AMENDMENT THIS AMENDMENT is entered into as of this 20th day of August, 1992, by and between NORTHWEST PIPELINE CORPORATION, hereinafter referred to as "Transporter" and CASCADE NATURAL GAS CORPORATION, hereinafter referred to as "Shipper". RECITALS: A. Transporter and Shipper are parties to that certain Replacement Firm Transportation Agreement dated July 31, 1991 ("Agreement"). B. Shipper and Transporter desire to amend Article IV of the Agreement to extend the term of the Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: 1. Section 4.1 of the Agreement is hereby deleted in its entirety and the following substituted therefor: 4.1 This Agreement becomes effective upon the effective date of the termination of the firm sales Services Agreement dated May 25, 1989, and firm Transportation Agreement dated June 24, 1988, and shall remain in full force and effect until October 31, 2014, and year to year thereafter at Shipper's sole option. Shipper may terminate all or any portion of service under this Agreement either at the expiration of the primary term, or upon any anniversary thereafter, by giving written notice to Transporter so stating at least twelve (12) months in advance. Shipper also shall have the sole option to enter into a new Agreement containing the same provisions as this Agreement, for all or any portion of the service under this Agreement at or after the end of the primary term of this Agreement. It is Transporter's and Shipper's intent that this term provision provide Shipper with a "contractual right to continue such service" and to provide Transporter with concurrent pregranted abandonment of any volume that Shipper terminates within the meaning of 18 CFR section 284.221(d)(2)(i) as promulgated by Order No. 636 on May 8, 1992. - 86 - 2. Except as amended herein, the Agreement shall remain in full force and effect. 3. This Amendment shall be binding upon and inure to the benefit of the parties hereto and any successors or assigns of such parties. IN WITNESS WHEREOF, the parties hereto have executed two duplicate original copies of this Amendment as of the date and year first written above. NORTHWEST PIPELINE CORPORATION By /s/ Matt J. Gillis Matt J. Gillis Attorney-In-Fact ATTEST: CASCADE NATURAL GAS CORPORATION By: /s/ Yvonne Fourno By /s/ W. Brian Matsuyama Name W. Brian Matsuyama Title President - 87 - AMENDMENT THIS AMENDMENT is entered into this 1st day of November, 1992 by and between NORTHWEST PIPELINE CORPORATION, hereinafter referred to as "Transporter", and CASCADE NATURAL GAS CORPORATION, hereinafter referred to as "Shipper". RECITALS: A. Transporter and Shipper are parties to that certain Replacement Firm Transportation Agreement (#F-02) dated July 31, 1991, ("Agreement"). B. Transporter and Shipper desire to amend the Agreement to conform to those provisions of the approved Joint Offer of Settlement in Docket No. CP92-79 which are being implemented November 1, 1992. C. Transporter and Shipper desire to amend Exhibit "A" and "B" of the Agreement to reflect changes to receipt and delivery points. AGREEMENT: NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: 1. The maximum volume set forth in Section 1.1 of the Agreement shall be decreased from 206,123 to 179,068 MMBtu's per day. 2. Exhibit "A" of the Agreement shall be deleted in its entirety and the attached Exhibit "A" to this Amendment shall be added to and made a part of the Agreement effective November 1, 1992. 3. Exhibit "B" of the Agreement shall be deleted in its entirety and the attached Exhibit "B" of this Amendment shall be added to and made a part of the Agreement effective November 1, 1992. 4. Except as amended herein, the Agreement shall remain in full force and effect. 5. This Amendment shall be binding upon and inure to the benefit of the parties hereto and any successors or assigns of such parties. 6. This Amendment may be executed in any number of counterparts. - 88 - IN WITNESS WHEREOF, the parties hereto have executed two duplicate original copies of this Amendment as of the date and year first written above. ATTEST: NORTHWEST PIPELINE CORPORATION By: ____________________ By: /s/ Matt J. Gillis Title: _________________ Matt J. Gillis Vice President, Marketing ATTEST: CASCADE NATURAL GAS CORPORATION By: ____________________ By: O. LeRoy Beaudry Title: _________________ Name: O. LeRoy Beaudry Title: Vice President Supply and Marketing - 89 - EXHIBIT "A" to the REPLACEMENT FIRM TRANSPORTATION AGREEMENT Dated July 31, 1991 (As Amended Effective November 1, 1992) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION RECEIPT POINTS Maximum Daily Quantity ("MDQ") Receipt Point For Each Receipt Point Sumas 89,391 Domestic: Painter 11,240 Clay Basin 16,205 Opal 10,500 South Canyon 10,400 Bar X 6,000 Grand Gas 1,000 Grand Valley 3,732 West Douglas 1,500 Foundation Creek 1,300 Great Divide 1,300 Shute Creek 25,000 North Douglas Creek 1,500 Total of Canadian and Domestic Sources 179,068 (Must equal Transportation Contract Demand in Section 1.1) - 90 - EXHIBIT "B" to the REPLACEMENT FIRM TRANSPORTATION AGREEMENT Dated July 31, 1991 (As Amended Effective November 1, 1992) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION DELIVERY POINTS All points of interconnection between the facilities of Transporter and Shipper which are currently set forth as delivery points on the ODL-1 Service Agreement dated November 1, 1992, except for any of such points which are located on or require transportation through the system of Pacific Gas Transmission Company. Jackson Prairie Plymouth LNG - 91 - AMENDMENT THIS AMENDMENT is entered into this 20th day of October, 1993, by and between NORTHWEST PIPELINE CORPORATION, hereinafter referred to as "Transporter", and CASCADE NATURAL GAS CORPORATION, hereinafter referred to as "Shipper". RECITALS: A. Transporter and Shipper are parties to that certain Replacement Firm Transportation Agreement (#F-02) dated July 31, 1991, ("Agreement"). B. Transporter and Shipper amended the Agreement on November 1, 1992 to conform to the provisions of the approved Joint Offer of Settlement in Docket No. CP92-79 which provided a partial sales conversion until the outstanding Pacific Gas Transmission ("PGT") issues were resolved. C. The outstanding PGT issues have been resolved and Shipper and Transporter desire to amend the Agreement to implement a full sales conversion effective November 1, 1993. D. Transporter and Shipper desire to amend Exhibit "A" and Exhibit "B" of the Agreement to reflect changes to receipt and delivery points occurring after the Agreement was executed. AGREEMENT: NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: 1. Section 1.1 of the Agreement is hereby amended to reflect an increase in the contract demand by 27,055 MMBtu's/day resulting in a new Transportation Contract Demand of up to 206,123 MMBtu's per day. 2. Exhibit "A" of the Agreement is hereby deleted in its entirety and the attached Exhibit "A" shall be added to and made a part of the Agreement. 3. Exhibit "B" of the Agreement is hereby deleted in its entirety and the attached Exhibit "B" shall be added to and made a part of the Agreement. 4. This Amendment is effective November 1, 1993. 5. Except as amended herein, the Agreement shall remain in full force and effect. - 92 - 6. This Amendment shall be binding upon and inure to the benefit of the parties hereto and any successors or assigns of such parties. IN WITNESS WHEREOF, the parties hereto have executed two duplicate original copies of this Amendment as of the date and year first written above. ATTEST: NORTHWEST PIPELINE CORPORATION By: ____________________ By: /s/ Joe M. Fields Title: _________________ Joe M. Fields Attorney-In-Fact ATTEST: CASCADE NATURAL GAS CORPORATION By: ____________________ By: King C. Oberg Title: _________________ Name: King C. Oberg Title: Vice President, Gas Supply - 93 - EXHIBIT "A" to the TRANSPORTATION AGREEMENT ("#F-02") Dated July 31, 1991 (As Amended November 1, 1993) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION RECEIPT POINTS Maximum Daily Receipt Point Quantity (MDQ)<F1> Sumas 89,391 Bar X 1,000 Dove Creek 3,500 Dragon Trail 2,000 Foundation Creek 4,000 Grand Gas 500 Grand Valley Gathering 1,000 Green River Gathering 19,000 Ignacio Plant 11,500 Opal 27,277 Painter 4,900 Piceance 5,000 Prineville * 1,437 Red Wash-Chevron 3,000 Shute Creek 7,000 Starr Road 25,618 Total 206,123 * This receipt point is located at the interconnect of the Prineville lateral with PGT's system. Total Starr Road and Prineville volumes are equal to Kingsgate conversion volumes. <FN> <F1> The total of the MDQ'S must equal total transportation contract demand as set forth in Section 1.1. - 94 - EXHIBIT "B" to the TRANSPORTATION AGREEMENT ("#F-02") DATED July 31, 1991 (As Amended November 1, 1993) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION DELIVERY POINTS Maximum Daily Delivery Obligation ("MDDO") Primary for each Delivery Delivery Point Delivery Point Pressure (MMBtu) (psig) A&M Rendering Company 100 150 A&W Feed Lot Farm Tap 0 0 Aberdeen 4,400 375 Acme 90 150 Aluminum Company of American 2,860 150 Arlington 2,480 200 Athena 1,150 150 Baker 5,922 150 Bellingham II 37,500 500 Bellingham 17,500 300 Bremerton (Shelton) 7,102 375 Brulotte Hop Farm Tap 0 0 Burbank Heights 7,800 400 Castle Rock 220 150 Dave Rasmussen Farm Tap 0 0 DeHanns Dairy Farm Tap 0 0 Deming 210 150 Finley 430 300 Grandview 3,200 175 Green Circle Farms Farm Tap 0 0 Hermiston 7,845 200 Huntington 200 150 Kalama Farm Tap 200 150 Kalama No. 2 3,900 400 Kawecki Chemical Company 382 150 Kennewick 8,424 300 Lawrence 100 150 - 95 - EXHIBIT "B" to the TRANSPORTATION AGREEMENT ("#F-02") DATED July 31, 1991 (As Amended November 1, 1993) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION DELIVERY POINTS CONT. Maximum Daily Delivery Obligation ("MDDO") Primary for each Delivery Delivery Point Delivery Point Pressure (MMBtu) (psig) Longview-Kelso 38,400 400 Lynden 1,740 240 Milton-Freewater 1,040 150 LDS Church Farm Tap 0 0 Moses Lake 8,314 300 Menan Starch 43 150 Mission Farm Tap 0 0 Mount Vernon 5,000 300 Moxes 100 250 Nyssa-Ontario 8,125 400 Oak Harbor 3,470 400 Othello 4,825 300 Pasco 3,850 150 Paterson 1,000 150 Pendleton 8,620 300 Plymouth 2,500 400 Prineville <F1> 1,437 400 Prosser 3,116 300 Quincy 1,770 250 Richland 471 150 Sandvik Special Metals Corp. 540 500 Sedro-Woolley 24,386 500 Selah 2,000 200 Seventh Day Adventist Farm Tap 0 0 Stanfield <F2> 12,403 150 Sumas 280 150 Sunnyside 2,802 200 Toppenish (Zillah) 6,586 300 Umatilla 5,760 250 Utah-Idaho Sugar Company 19,006 150 Walla Walla 11,830 250 Wenatchee 8,740 225 - 96 - Woodland 920 150 Yakima 17,098 350 Yakima Chief Farms 50 150 Yakima Firing Center 302 150 TOTAL 318,539 <FN> <F1> Deliveries at Prineville are limited to volumes received at the Prineville receipt point. <F2> Total Stanfield volumes are equal to conversion of MDDO volumes from the PGT delivery points other than Prineville. - 97 - AMENDMENT THIS AMENDMENT is entered into as of this 17th day of December, 1993, by and between NORTHWEST PIPELINE CORPORATION, hereinafter referred to as "Transporter", and CASCADE NATURAL GAS CORPORATION, hereinafter referred to as "Shipper". RECITALS: A. Shipper and Transporter are parties to that certain Replacement Firm Transportation Agreement (#F-02) dated July 31, 1991 ("Agreement"). B. Effective December 17, 1993, the Federal Energy Regulatory Commission ("FERC") approved the sale of the Prineville Lateral facilities to Shipper under Docket No. CP94-40-000. C. Shipper and Transporter desire to amend Exhibits "A" and "B" of the Agreement to reflect changes to receipt and delivery points occurring pursuant to the sale of the Prineville Lateral facilities to Shipper. AGREEMENT: NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: 1. Exhibit "A" of the Agreement is hereby deleted in its entirety and the attached Exhibit "A" shall be added to and made a part of the Agreement. 2. Exhibit "B" of the Agreement is hereby deleted in its entirety and the attached Exhibit "B" shall be added to and made a part of the Agreement. 3. This Amendment is effective December 17, 1993. 4. Except as amended herein, the Agreement shall remain in full force and effect. 5. This Amendment shall be binding upon and inure to the benefit of the parties hereto and any successors or assigns of such parties. - 98 - IN WITNESS WHEREOF, the parties hereto have executed two duplicate original copies of this Amendment as of the date and year first written above. ATTEST: NORTHWEST PIPELINE CORPORATION By: By: /s/ Joe H. Fields Title: Joe H. Fields Attorney-In-Fact ATTEST: CASCADE NATURAL GAS CORPORATION By: By: /s/ King Oberg Title: King Oberg Vice President, Gas Supply - 99 - EXHIBIT "A" to the TRANSPORTATION AGREEMENT ("#F-02") DATED July 31, 1991 (As Amended December 17, 1993) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION RECEIPT POINTS Maximum Daily Receipt Point Quantity (MDQ) Sumas 89,391 Bar X 2,000 Dove Creek 2,500 Dragon Trail 4,000 Grand Valley Gathering 1,000 Green River Gathering 18,000 Ignacio Plant 15,740 Lisbon 1,260 Opal 30,277 Painter 4,900 Piceance 5,000 Shute Creek 5,000 Starr Road 27,055 Total 206,123 <F1> <FN> <F1> The total of the MDQ's must equal total transportation contract demand as set forth in Section 1.1. - 100 - EXHIBIT "B" to the TRANSPORTATION AGREEMENT ("#F-02") DATED July 31, 1991 (As Amended December 17, 1993) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION DELIVERY POINTS Maximum Daily Delivery Obligation ("MMDO") Primary for each Delivery Delivery Point Delivery Point Pressure (MMBtu) (psig) A&M Rendering Company 100 150 A&W Feed Lot Farm Tap 0 0 Aberdeen 4,400 375 Acme 90 150 Aluminum Company of America 2,860 150 Arlington 2,480 200 Athena 1,150 150 Baker 5,922 150 Bellingham II 37,500 500 Bellingham 17,500 300 Bremerton (Shelton) 7,102 375 Brulotte Hop Farm Tap 0 0 Burbank Heights 7,800 400 Castle Rock 220 150 Dave Rasmussen Farm Tap 0 0 DeHanns Dairy Farm Tap 0 0 Deming 210 150 Finley 430 300 Grandview 3,200 175 Green Circle Farms Farm Tap 0 0 Hermiston 7,845 200 Huntington 200 150 Kalama Farm Tap 200 150 Kalama No. 2 3,900 400 Kawecki Chemical Company 382 150 Kennewick 8,424 300 Lawrence 100 150 - 101 - EXHIBIT "B" to the TRANSPORTATION AGREEMENT ("#F-02") DATED July 31, 1991 (As Amended December 17, 1993) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION DELIVERY POINTS CONT. Maximum Daily Delivery Obligation ("MMDO") Primary for each Delivery Delivery Point Delivery Point Pressure (MMBtu) (psig) Longview-Kelso 38,400 400 Lynden 1,740 240 Milton-Freewater 1,040 150 LDS Church Farm Tap 0 0 Moses Lake 8,314 300 Menan Starch 43 150 Mission Farm Tap 0 0 Mount Vernon 5,000 300 Moxee 100 250 Nyssa-Ontario 8,125 400 Oak Harbor 3,470 400 Othello 4,825 300 Pasco 3,850 150 Paterson 1,000 150 Pendleton 8,620 300 Plymouth 2,500 400 Prosser 3,116 300 Quincy 1,770 250 Richland 471 150 Sandvik Special Metals Corp. 540 150 Sedro-Woolley 24,386 500 Selah 2,000 200 Seventh Day Adventist Farm Tap 0 0 Stanfield <F1> 13,840 150 Sumas 280 150 <FN> <F1> Total Stanfield volumes are equal to conversion of MDDO volumes from the PGT delivery points. - 102 - EXHIBIT "B" to the TRANSPORTATION AGREEMENT ("#F-02") DATED July 31, 1991 (As Amended December 17, 1993) between NORTHWEST PIPELINE CORPORATION and CASCADE NATURAL GAS CORPORATION DELIVERY POINTS CONT. Maximum Daily Delivery Obligation ("MMDO") Primary for each Delivery Delivery Point Delivery Point Pressure (MMBtu) (psig) Sunnyside 2,802 200 Toppenish (Zillah) 6,586 300 Umatilla 5,760 250 Utah-Idaho Sugar Company 19,006 150 Walla Walla 11,830 250 Wenatchee 8,740 225 Woodland 920 150 Yakima 17,098 350 Yakima Chief Farms 50 150 Yakima Firing Center 302 150 TOTAL 318,539 - 103 -