Wyckoff Gas Storage Company, LLC

Original Volume No. 1

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

Original Sheet No. 48 Original Sheet No. 48

amounts otherwise subject to acceleration or required to be paid upon

an early termination pursuant to the terms of the Agreement shall

nonetheless be payable by the Guarantor hereunder forthwith on demand

by Company.

7. Assignment: Successors and Assigns. This Guaranty shall

be binding upon and inure to the benefit of the Guarantor and its

successors and assigns and Company and its successors and assigns.

Guarantor may not assign its rights and obligations hereunder without

the prior express written consent of Company, and any such purported

assignment without such express written consent will be void.

8. Amendments and Waivers. No provision of this Guaranty may

be amended, supplemented or modified, nor any of the terms and

conditions hereof waived, except by a written instrument executed by

the Guarantor and Company.

9. Remedies Cumulative. The rights, powers, remedies and

privileges provided in this Guaranty are cumulative and not exclusive

of any rights, powers, remedies and privileges provided by law and any

other agreement.

10. Representations and Warranties.

(A) The Guarantor is duly organized, validly existing and

in good standing under the laws of the jurisdiction of its

incorporation and has full corporate power to execute, deliver and

perform this Guaranty.

(B) The Guarantor has a credit rating of at least BBB- by

Standard & Poor’s Corporation and Baa3 by Moody’s Investor Services,

Inc. for the term of this Guaranty.

Guaranty have been and remain duly authorized by all necessary

corporate action and do not contravene any provision of law or of the

Guarantor’s constitutional documents or any contractual restriction

binding on the Guarantor or its assets.

(D) All consents, authorizations and approvals of, and

registrations and declarations with, any governmental authority

necessary for the due execution, delivery and performance of this

Guaranty have been obtained and remain in full force and effect and all

conditions thereof have been duly complied with, and no other action by

and no notice to or filing with, any governmental authority is required

in connection with the execution, delivery or performance of this

Guaranty.

(E) This Guaranty constitutes the legal, valid and

binding obligation of the Guarantor enforceable against the Guarantor

in accordance with its terms, subject, as to enforcement, to

bankruptcy, insolvency, reorganization and other laws of general

applicability relating to or affecting creditors’ rights and to general

equity principles.