Caledonia Gas And Storage

Original Volume No. 1

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Effective Date: 05/01/2007, Docket: CP05- 15-003, Status: Effective

Original Sheet No. 83 Original Sheet No. 83 : Effective




THIS GUARANTY is executed as of the ______ day of ___________, 200_, by

[________________________], [______________] (Guarantor) in favor of Caledonia

Energy Partners, L.L.C., a Delaware limited liability company





[Name of Customer], a ____________ (Customer), and Company may from time to

time enter into contracts for natural gas Storage Services and/or Loan Services

pursuant to which Customer may utilize Company’s Gas Storage Facility

(Contract(s)). 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



1. Guaranty of Payment. 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 Customer to Company pursuant to the

Contracts (collectively, the "Guaranteed Obligations"). Upon any failure by

Customer to pay any of the Guaranteed Obligations, Guarantor agrees that it

will forthwith on demand pay any amounts, which 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.

Guarantor agrees that Company may resort to 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

Customer may have to payment of any Guaranteed Obligations.


2. Guaranty Unconditional and Absolute. The obligations of 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



(ii) the existence, extent of, any release, exchange, surrender, non-perfection

or invalidity of any direct or indirect security for any of the Guaranteed



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

the Contract(s) or the Guaranteed Obligations agreed to from time to time by

Customer and Company;


(iv) any change in the corporate existence (including its constitution, laws,

rules, regulations or powers), structure or ownership of Customer or Guarantor,

or any insolvency, bankruptcy, reorganization or other similar proceeding

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

the Guaranteed Obligations;