NOTICE TO FACILITATE TEMPORARY ASSIGNMENTS



MASTER TEMPORARY ASSIGNMENT NOTICE

Date:      

Great Lakes Pipeline Canada Ltd.

TransCanada Tower

450 – 1st Street S.W.

Calgary, Alberta

T2P 5H1

Attention: Barbara Miles

Re: Firm Service Transportation Contract(s) between Great Lakes Pipeline Canada Ltd. (“Great Lakes Canada”) and       (“Shipper”)

Great Lakes Canada and Shipper have entered into one or more gas transportation contracts regarding firm transportation services on the Great Lakes Canada 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 Great Lakes Canada permit such Temporary Assignments and facilitate same on the terms and the conditions set out below.

1 Notification to Great Lakes Canada

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

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

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

1.2 Great Lakes Canada 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.

2 Terms and Conditions of the Temporary Assignment

1. Shipper 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 Great Lakes Canada; however Assignee is not entitled to terminate the Temporary Assignment.

2.2 Notwithstanding any provisions of the Temporary Assignment Shipper authorizes Great Lakes Canada 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 Great Lakes Canada 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.

3 Assignor’s Liability

3.1 Notwithstanding a Temporary Assignment or any other agreement between Shipper and Assignee, Shipper agrees and acknowledges that Shipper at all times shall remain obligated to Great Lakes Canada 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 Great Lakes Canada 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 any gas imbalances, Shipper shall be liable for and shall pay Great Lakes Canada for such amount within 10 Banking Days of receipt of an invoice from Great Lakes Canada.

4 Early Termination of Temporary Assignment

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

4.2 Shipper acknowledges that Great Lakes Canada 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.

5 Renewal of FT Contract

1. Great Lakes Canada will accept renewals of the FT Contract only from Shipper and not from the Assignee. All rights and obligations with respect to the renewal of the FT Contract remain with Shipper.

6 GST/HST

6.1 If 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 Great Lakes Canada with an executed declaration in the form attached hereto as Exhibit “C”.

7 Defined Terms

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

Yours truly,

     

_________________________

Shipper

Exhibit “A”

Great Lakes Canada Request for Temporary Assignment

Assignor Information:

Assignor:      

Assignor MNEC:      

Contact Person:      

Telephone:      

Fax:      

Assignee Information:

Assignee:      

Assignee MNEC:      

Contact Person:      

Telephone:      

Fax:      

|GLC FT Contract # |Start Date |End Date |Primary Delivery Point |Assigned Quantity (GJ/day)|

| |Of TA |Of TA | | |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

|      |      |      |      |      |

Exhibit “B”

Great Lakes Canada Request for Early Reversion of Temporary Assignment

Assignor Information:

Assignor:      

Assignor MNEC      

Contact Person:      

Telephone:      

Fax:      

Assignee Information:

Assignee:      

Assignee MNEC      

Contact Person:      

Telephone:      

Fax:      

|GLC |Start Date |Primary Delivery Point |Reverted Quantity (GJ/day) |

|Temporary Assignment Contract # |Of Early Revert | | |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

|      |      |      |      |

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 Great Lakes Canada 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 Great Lakes Canada 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:

a. Transfer custody of the gas to an American pipeline carrier at the Canada-United States border, or

b. While the gas is in the custody of Great Lakes Canada 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 Great Lakes Canada 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;

2. Assignee shall be liable to and shall indemnify and hold harmless Great Lakes Canada 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 Great Lakes Canada as a result of this Declaration or Great Lakes Canada charging 0% GST or 0% HST on any gas transportation charges under the Temporary Assignment including without limitation any unutilized demand charges;

3. 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 Great Lakes Canada of such Temporary Assignment;

4. This Declaration is valid, binding upon and enforceable against the Assignee; and

5. This Declaration is made by the Assignee with full knowledge that Great Lakes Canada is relying on it and Assignee acknowledges and agrees that absent such Declaration, Great Lakes Canada 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: ________________________________

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