Canada Dominion Resources 2006 II Limited Partnership - Part 15 of OSC Rule 41-501 General Prospectus Requirements

Headnote

Exemption from the prohibition against an issuer filing a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Rules Cited

Ontario Securities Commission Rule 41-501 - General Prospectus Requirements, ss. 14.1(2), 15.1.

September 7, 2006

Stikeman Elliott LLP

Attention: Mr. Darin Renton

Dear Sirs/Mesdames:

By letter dated August 30, 2006 (the "Application"), the Partnership applied to the Director of the Ontario Securities Commission (the "Director") pursuant to section 15.1 of Rule 41-501 for relief from the operation of section 14.1(2) of Rule 41-501, which prohibits an issuer from filing a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Partnership's prospectus, subject to the condition that the prospectus be filed no later than October 6, 2006.

Yours very truly,