Notice to Facilitate Temporary Assignments

MASTER TEMPORARY ASSIGNMENT NOTICE

Date:

TransCanada PipeLines Limited

450 – 1st Street S.W.

Calgary, Alberta

T2P 5H1

Attention: Mainline Contracting

Re:Firm Service Transportation Contract(s) between TransCanada PipeLines Limited (“TransCanada”) and (Shipper”)

TransCanada and Shipper have entered into one or more gas transportation contracts regarding firm transportation services on the TransCanada mainline system (each, a “FT Contract”).

Shipper intends to temporarily assign from time to time all or portions of the Contract Demand to other parties (each such party an “Assignee” and each such assignment, a “Temporary Assignment”) and requests that TransCanada permit such Temporary Assignments and facilitate same on the terms and the conditions set out below.

1Notification to TransCanada

1.1Shipper will provide TransCanada with notice of a Temporary Assignment (“Shipper Notification”) by:

a)entering into TransCanada’s electronic Dovetail Application all required information concerning the requested Temporary Assignment; or

b)completing and delivering to TransCanada a Request for Temporary Assignment form, attached hereto as Exhibit “A”.

1.2TransCanada will endeavour to implement any Temporary Assignments as soon as is reasonably practicable, but shall be under no obligation to do so in less than two Banking Days from receipt of the Shipper Notification.

2Terms and Conditions of the Temporary Assignment

2.1Shipper represents and warrants that each Temporary Assignment provides that:

a) the Assignee shall be entitled to all rights and shall be subject to all obligations of Shipper under the applicable FT Contract, as though the Assignee were Shipper in respect of the applicable Temporary Assignment, provided however Assignee shall not be entitled to renew the FT Contract; and

b) Shipper is entitled to terminate the Temporary Assignment by providing written notice to Assignee and TransCanada; however Assignee is not entitled to terminate the Temporary Assignment.

2.2Notwithstanding any provisions of the Temporary Assignment Shipper authorizes TransCanada to treat each Assignee as Shipper in respect of a Temporary Assignment on the terms and conditions specified in the Shipper Notification unless and until the effective date of any early termination which is provided in accordance with section 4.1. For greater certainty, during the term of a Temporary Assignment, Shipper authorizes TransCanada to, without limitation and without notice to Shipper, accept nominations from Assignee, invoice Assignee and accept direction, requests or instruction directly from Assignee in respect of a Temporary Assignment.

3Assignor’s Liability

3.1Notwithstanding a Temporary Assignment or any other agreement between Shipper and Assignee, Shipper agrees and acknowledges that Shipper at all times shall remain obligated to TransCanada to fully perform and observe the covenants and obligations of Shipper that are contained in the applicable FT Contract. For greater certainty, if the Assignee fails to pay TransCanada any amount due and payable or which may become due and payable or any charges incurred or which may be incurred pursuant to or as a result of the Temporary Assignment including but not limited to any charges, costs and expenses related to Diversions, Alternate Receipts or any gas imbalances, Shipper shall be liable for and shall pay TransCanada for such amount within 10 Banking Days of receipt of an invoice from TransCanada.

4Early Termination of Temporary Assignment

4.1Shipper shall provide TransCanada and each Assignee with notice of any early termination of a Temporary Assignment applicable to such Assignee. Such notice to TransCanada shall be in the form attached hereto as Exhibit “B”.

4.2Shipper acknowledges that TransCanada shall endeavour to implement such early termination as soon as is reasonably practicable but shall be under no obligation to do in less than 2 Banking Days from receipt of notice of such early termination.

5Renewal of FT Contract

5.1TransCanada will accept renewals of the FT Contract only from Shipper and notfrom the Assignee. All rights and obligations with respect to the renewal of the FT Contract remain with Shipper

6GST/HST

6.1If Assignee requires that no GST or HST, as applicable, be applied to any transportation charges incurred pursuant to a Temporary Assignment, Assignee shall, prior to the effective date of the Temporary Assignment, provide TransCanada with an executed declaration in the form attached hereto as Exhibit “C”.

7Defined Terms

7.1All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the FT Contract.

Yours truly,

______

Shipper

Page 1 of 3

Exhibit “A”

Canadian Mainline Request for Temporary Assignment

Received by TCPL ______

Fax to TransCanada at (403) 920-2343

Assignor Information:

Assignor:

Assignor MNEC:

Contact Person:

Telephone:

Fax:

Assignee Information:

Assignee:

Assignee MNEC:

Contact Person:

Telephone:

Fax:

Received by TCPL ______

Fax to TransCanada at (403) 920-2343

Received by TCPL ______

Fax to TransCanada at (403) 920-2343

Exhibit “B”

Canadian MainlineRequest for Early Reversion of Temporary Assignment

Received by TCPL ______

Fax to TransCanada at (403) 920-2343

Assignor Information:

Assignor:

Assignor MNEC

Contact Person:

Telephone:

Fax:

Assignee Information:

Assignee:

Assignee MNEC

Contact Person:

Telephone:

Fax:

Received by TCPL ______

Fax to TransCanada at (403) 920-2343

Received by TCPL ______

Fax to TransCanada at (403) 920-2343

Exhibit “C”

DECLARATION

To Zero Rate Goods and Services Tax (“GST”) and Harmonized Sales Tax (“HST”) as applicable (the (“Declaration”) for all transportation service resulting from Temporary Assignments

Assignee:

In consideration of TransCanada charging 0% GST or 0% HST on any gas transportation charges for service resulting from a Temporary Assignment, Assignee hereby represents, warrants and covenants during the term of the Temporary Assignment, that:

1. All gas under such Temporary Assignment shall be shipped for export to the United States, unless Assignee indicates otherwise in the Zero Rate GST or HST data element on its daily nomination, and the gas transportation service to be supplied by TransCanada is part of a continuous outbound freight movement (within the meaning of Part VII of Schedule VI to the Excise Tax Act) in respect of the gas. Assignee has arranged to either:
2. Transfer custody of the gas to an American pipeline carrier at the Canada-United States border, or
3. While the gas is in the custody of TransCanada or another Canadian pipeline carrier, transfer the gas to the account of another shipper who has undertaken in writing to transfer custody of the gas to an American pipeline carrier at the Canada-United States border.

Assignee acknowledges and agrees that TransCanada will charge 0% GST or 0% HST on any gas transportation charges for gas shipped for export under such Temporary Assignment including without limitation any unutilized demand charges;

1. Assignee shall be liable to and shall indemnify and hold harmless TransCanada for any expenses, costs, (including legal costs on a solicitor and his own client basis) taxes, penalties or interest which may be incurred by or assessed against TransCanada as a result of this Declaration or TransCanada charging 0% GST or 0% HST on any gas transportation charges under the Temporary Assignment including without limitation any unutilized demand charges;
2. If at any time Assignee no longer intends that the gas under a Temporary Assignment is to be shipped to the United States, Assignee shall immediately provide written notice to TransCanada of such Temporary Assignment;

1. This Declaration is valid, binding upon and enforceable against the Assignee; and
2. This Declaration is made by the Assignee with full knowledge that TransCanada is relying on it and Assignee acknowledges and agrees that absent such Declaration, TransCanada would charge the current applicable GST or HST rate as set by the Canada Revenue Agency on all gas transportation charges under the Temporary Assignments including without limitation any unutilized demand charges.

IN WITNESS WHEREOF Declaration is made effective the day of , 20.

Assignee Signature Block

Per: ______

Per: ______