Wyckoff Gas Storage Company, LLC

Original Volume No. 1

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Effective Date: 12/31/9999, Docket: RP09- 444-000, Status: Accepted

Original Sheet No. 46 Original Sheet No. 46

 

FORM OF CUSTOMER GUARANTY

 

 

THIS GUARANTY is executed as of the _____ day of_____________, 2001, by

[________________________________]., a [___________] (the “Guarantor”)

in favor of Wyckoff Gas Storage Company, LLC, a Delaware limited

partnership (“Company”).

 

RECITAL

 

 

[Name of Customerl], a _____________ (the “Customer”), and

Company may from time to time enter into contracts for natural gas

Storage Services and/or Load Following and Balancing Services pursuant

to which Customer may utilize Company’s gas Storage Facilities (the

“Contracts”). As an inducement to Company to enter into the Contracts

and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Guarantor covenants

and agrees as follows:

 

1. Guaranty of Payment. The Guarantor hereby irrevocably and

unconditionally guarantees the due and punctual payment of any and all

present and future obligations and liabilities of all kinds of the

Customer to Company pursuant to the Contracts (collectively, the

“Guaranteed Obligations”). Upon any failure by the Customer to pay any

of the Guaranteed Obligations, the Guarantor agrees that it will

forthwith on demand pay any amounts, which the Customer has failed to

pay Company, at the place and in the manner specified in the Contract.

This Guaranty is a guaranty of payment and not merely a guaranty of

collection. The Guarantor agrees that Company may resort to the

Guarantor for payment of any of the Guaranteed Obligations, whether or

not Company shall have resorted to any collateral security, or shall

have proceeded against any other obligor principally or secondarily

obligated with respect to any of the Guaranteed Obligations. Guarantor

hereby waives the right to assert defenses which the Customer may have

to payment of any Guaranteed Obligations.

 

2. Guaranty Unconditional and Absolute. The obligations

of the Guarantor hereunder shall be unconditional and absolute and,

without limiting the generality of the foregoing, shall not be

released, discharged or otherwise affected by:

 

(i) any extension, renewal, settlement, compromise, waiver,

discharge or release in respect of any Guaranteed Obligations of the

Customer;

 

(ii) the existence, or extent of, any release, exchange,

surrender, non-perfection or invalidity of any direct or indirect security

for any of the Guaranteed Obligations;

 

(iii) any modification, amendment, waiver, extension of or

supplement to any of the Agreement or the Guaranteed Obligations agreed

to from time to time by the Customer and Company;

 

(iv) any change in the corporate existence (including its

constitution, laws, rules, regulations or powers), structure or

ownership of the Customer or the Guarantor, or any insolvency,

bankruptcy, reorganization or other similar proceeding affecting the

Customer or its assets, the Guarantor or any other guarantor of any of

the Guaranteed Obligations;