Caledonia Gas And Storage

Original Volume No. 1

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Effective Date: 12/05/2007, Docket: RP08- 57-000, Status: Effective

First Revised Sheet No. 85 First Revised Sheet No. 85 : Effective

Superseding: Superseding Original Sheet No. 85

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




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 Guarantor and




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




10. Representations and Warranties.


(A) 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




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

Poor’s Corporation and Baa3 by Moody’s Investor Services, Inc. for the terms

of this Guaranty and, in the case of a Guaranty for service under Rate

Schedules AILS and ILS, the amount of such Guaranty complies with the

Unsecured Collateral Limit for Guarantor as determined using the applicable

limit associated with Guarantor’s Credit Rating as set forth in Section 24.5

of the General Terms and Conditions of Company’s currently effective FERC Gas




(C) The execution, delivery and performance of this Guaranty

have been and remain duly authorized by all necessary corporate action and do

not contravene any provision of law or of Guarantor’s constitutional documents

or any contractual restriction binding on Guarantor or its




(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 Guarantor enforceable against 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 to general equity principles.



11. Notices. All notices or communications to the other party shall

be in writing and shall be directed by registered or certified mail or

overnight delivery service to