Caledonia Gas And Storage

First Revised Volume No. 1

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Effective Date: 09/30/2010, Docket: RP10-1032-000, Status: Effective

Original Sheet No. 115 Original Sheet No. 115


(E) causes or is subject to any event with respect to it which, under

the applicable laws of any jurisdiction, has an analogous effect to

any of the events specified in clauses (A) to (D) above. (F) the

Party’s actual fraud or willful misconduct in connection with a

Service Agreement; (G) the Party fails to make any payment when due

under a Service Agreement where such failure is not cured within 2

Business Days after written notice by Caledonia; (H) the Party shall

fail to perform any material covenant or obligation imposed upon it

under a Service Agreement (or in the case of Delivery Defaults or

Receipt Defaults, the Defaulting Party commits several such defaults

of a repetitive, consistent and on-going basis, and, as a result of

such defaults, the other Party’s benefit of the bargain under a

Service Agreement is materially diminished in the Non-Defaulting

Party’s reasonable judgment); (I) the Party fails to maintain an

Acceptable Credit Rating or Financial Assurances in accordance with

Section 2.2 and Section 4.4 and such failure is not cured within 5

days after written notice by the other Party; or (J) the Party’s

Credit Support Provider shall fail to perform any material covenant or

obligation imposed upon it under any credit support agreement provided

pursuant to a Service Agreement.

23.3 Termination of Service. If at any time an Event of Default with

respect to a Party (“Defaulting Party”) has occurred and is continuing,

the other Party (“Non-Defaulting Party”) may, at its option, terminate

any or all Service Agreements by proceeding as follows:

(a) The Non-Defaulting Party shall provide written Notice of Default

(by e-mail and/or facsimile, promptly followed by courier or overnight

mail) to the Defaulting Party. The Notice of Default shall

specifically identify the Event of Default and shall provide notice of

the Non-Defaulting Party’s intent to terminate the same on a designated

date not earlier than thirty (30) days thereafter (the “Early

Termination Date”); thereupon the Defaulting Party shall have five (5)

days to provide advance payment for two (2) months of service (or the

duration of the Service Agreement, whichever is shorter). The

Defaulting Party will then have thirty (30) days after receipt of such

notice to remedy or remove the cause or causes stated in the notice.

If within the thirty-day period the Defaulting Party does so remove

and remedy said cause or causes and fully indemnifies the Non-

Defaulting Party for any and all consequences of such Event of Default,

by good and sufficient means acceptable to the Non-Defaulting Party,

on or before the Early Termination Date, then such notice shall be

withdrawn and the Service Agreement shall continue in full force and