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. 89 Original Sheet No. 89 : Effective


(a) Caledonia Energy Partners, LLC

2001 Timber Creek Road

Flower Mound, TX



Attention: Jim Goetz


(b) Replacement Customer:

or such other address as either party shall designate by formal written notice.



The interpretation and performance of this Capacity Release Umbrella Agreement

shall be in accordance with the laws of the State of Texas, without recourse to

the law governing conflict of laws.

This Capacity Release Umbrella Agreement and the obligations of the parties are

subject to all present and future valid laws with respect to the subject

matter, either State or Federal, and to all valid present and future orders,

rules, and regulations of duly constituted authorities having



The parties recognize that, pursuant to Commission orders, Releasing Customer

may require that the Replacement Customer agree that a breach of this Capacity

Release Umbrella Agreement, including a failure to pay, or to pay timely, by

Replacement Customer under this Capacity Release Umbrella Agreement,

constitutes a breach of contract as between Replacement Customer and Releasing

Customer. The existence of such an agreement will be indicated on the

appropriate Addendum to this Capacity Release Umbrella Agreement. If

Replacement Customer fails to pay Caledonia, fails to timely pay Caledonia, or

otherwise breaches this Capacity Release Umbrella Agreement with Caledonia:

(a) both Replacement Customer and Releasing Customer (except to the extent

otherwise provided in Section 9 of the General Teams and Conditions and except

with respect to penalties attributable to Replacement Customer’s conduct) shall

be liable to Caledonia for such failure to pay or breach (it being understood

that nothing in this Article VI relieves Releasing Customer from responsibility

to pay Caledonia in accordance with its Service Agreements with Caledonia) and

(b) if, as a result of such breach by Replacement Customer, Releasing Customer

is accordingly required to pay Caledonia or otherwise perform, Releasing

Customer may have a cause of action for breach against Replacement Customer.