FERC GAS TARIFF
   
                                  VOLUME NO. 1
   
                                      Of
   
                       CALEDONIA ENERGY PARTNERS, L.L.C.
   
                                  Filed with
   
                    The Federal Energy Regulatory Commission
   
   
   
   
   
   
   
   
Communications Concerning This Tariff
Should Be Addressed To:
   
Jim Goetz
Caledonia Energy Partners, L.L.C.
2001 Timber Creek Road
Flower Mound, TX 75028
   
Phone          (972) 691-3332
Facsimile     (972) 874-8743

   
   
                               TABLE OF CONTENTS
                                  Volume No. 1
   
Volume No. 1                                                    Sheet No.
Table of Contents                                                  1.
Preliminary Statement                                              2.
Map of the System                                                  3.
FSS Rate Statement                                                 4.
AISS Rate Statement                                                5A.
ISS Rate Statement                                                 6.
AILS Rate Statement                                                6A.
ILS Rate Statement                                                 7.
FSS Rate Schedule                                                  8.
AISS Rate Schedule                                                 13A.
ISS Rate Schedule                                                  14.
AILS Rate Schedule                                                 18A.
ILS Rate Schedule                                                  19.
General Terms and Conditions                                       24.
Form of FSS Service Agreement                                      71.
Form of AISS Service Agreement                                     74A.
Form of ISS Service Agreement                                      75.
Form of AILS Service Agreement                                     78A.
Form of ILS Service Agreement                                      79.
Form of Customer Guaranty                                          83.
Form of Service Agreement for Capacity Release Umbrella            87.
Agreement under Rate Schedule FSS
Non-conforming Agreements
Anadarko Energy Services Company (FSS Service Agreement No. 1001)
CEP Energy Services, LLC (FSS Service Agreement No.1002)
Coral Energy Resources, L.P. (FSS Service Agreement No. 1003)
Merrill Lynch Commodities, Inc. (FSS Service Agreement No. 1005)
NJR Energy Services (FSS Service Agreement No. 1004)
Tennessee Gas Pipeline Company (FSS Service Agreement No. 1006)

   
   
   
                             PRELIMINARY STATEMENT
   
CALEDONIA ENERGY PARTNERS, L.L.C. ("Caledonia") is a Delaware limited liability
company subject to the jurisdiction of the Federal Energy Regulatory Commission
("Commission" or "FERC").  It is primarily engaged in the storage of natural
gas in interstate commerce.
This Original Volume No. 1 of Caledonia s FERC Gas Tariff contains the Rate
Statements, Rate Schedules and General Terms and Conditions applicable to open
access storage service performed by Caledonia through its subsurface natural
gas storage facility and associated pipeline facilities in Lowndes and Monroe
Counties, Mississippi.  Caledonia provides these services, subject to the
availability of capacity, to all customers eligible for service under this
Tariff, on an open access basis at negotiated, market-based rates.

                              MAP OF THE SYSTEM

                  FSS RATE STATEMENT - FIRM STORAGE SERVICE*
   
RATE
                                    UNITS
   
Storage ReservationCharge
Market Based/Negotiable
$/Dth of MSC/Month
   
Payment is equal to the Monthly Storage Charge specified in Customer s executed
Firm Storage Service Agreement multiplied by Customer s Maximum Storage
Capacity.
   
Storage DeliverabilityCharge
Market Based/Negotiable
$/Dth of MDWQ/Month
   
Payment is equal to the Monthly Deliverability Charge specified in Customer s
executed Firm Storage Service Agreement multiplied by the Customer s Maximum
Daily Withdrawal Quantity.
   
Storage InjectionCharge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Injection Charge specified in Customer s executed Firm
Storage Service Agreement multiplied by the Dth quantity injected up to the
ADIQ by Customer on each Day of a given Month.
   
Storage WithdrawalCharge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Withdrawal Charge specified in Customer s executed Firm
Storage Service Agreement multiplied by the Dth quantity withdrawn up to the
ADWQ by Customer on each Day of a given Month.
   
Authorized Overrun Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Injection Charge specified in
Customer s executed Firm Storage Service Agreement multiplied by the Dth
quantity injected in excess of Customer s ADIQ on each Day of a given
Month.
   
Authorized Overrun Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Withdrawal Charge specified in
Customer s executed Firm Storage Service Agreement multiplied by the Dth
quantity withdrawn in excess of Customer s ADWQ on each Day of a given
Month.
   
FuelReimbursement
Market Based/Negotiable
% of injections (in kind)
   
This amount of Gas is to be reimbursed by Customer in kind, on a daily basis as
determined pursuant to the General Terms and Conditions of this FERC Gas Tariff
or Customer s executed Firm Storage Service Agreement.

All applicable taxes set forth in either the General Terms and Conditions of
this FERC Gas Tariff or the Firm Storage Service Agreement and all other
applicable surcharges, including, but not limited to, the ACA charges, shall
also be paid by Customer.
   
*All quantities of Gas are measured in dekatherms (Dth).

AISS RATE STATEMENT - ADVANCED INTERRUPTIBLE STORAGE SERVICE
   
RATE
UNITS
   
Capacity Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Capacity Charge specified in Customer s executed
Advanced Interruptible Storage Service Agreement multiplied by Customer s
Maximum Advanced Interruptible Storage Capacity or Advanced Interruptible
Storage Balance, as applicable.
   
Storage Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Injection Charge specified in Customer s executed
Advanced Interruptible Storage Service Agreement multiplied by the Dth
quantity injected up to the ADIQ by Customer on each Day of a given
Month.
   
Storage Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Withdrawal Charge specified in Customer s executed
Advanced Interruptible Storage Service Agreement multiplied by the Dth
quantity withdrawn up to the ADWQ by Customer on each Day of a given
Month.
   
Authorized Overrun Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Injection Charge specified in
Customer s executed Advanced Interruptible Storage Service Agreement
multiplied by the Dth quantity injected in excess of Customer s ADIQ on each
Day of a given Month.
   
Authorized Overrun Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Withdrawal Charge specified in
Customer s executed Advanced Interruptible Storage Service Agreement
multiplied by the Dth quantity withdrawn in excess of Customer s ADWQ on each
Day of a given Month.
   
Fuel Reimbursement
Market Based/Negotiable
% of injections (in kind)
   
This amount of Gas is to be reimbursed by Customer in kind, on a daily basis
as determined pursuant to the General Terms and Conditions of this FERC Gas
Tariff or Customer s executed Advanced Interruptible Storage Service
Agreement.
   
All applicable taxes set forth in either the General Terms and Conditions of
this FERC Gas Tariff or the Interruptible Storage Service Agreement and all
other applicable surcharges, including, but not limited to, the ACA charges,
shall also be paid by Customer.
   
*All quantities of Gas are measured in dekatherms (Dth).

ISS RATE STATEMENT - INTERRUPTIBLE STORAGE SERVICE
   
RATE
UNITS
   
Capacity Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Capacity Charge specified in Customer s executed
Interruptible Storage Service Agreement multiplied by Customer s Maximum
Interruptible Storage Capacity or Interruptible Storage Balance, as
applicable.
   
Storage Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Injection Charge specified in Customer s executed
Interruptible Storage Service Agreement multiplied by the Dth quantity
injected up to the ADIQ by Customer on each Day of a given
Month.
   
Storage Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Withdrawal Charge specified in Customer s executed
Interruptible Storage Service Agreement multiplied by the Dth quantity
withdrawn up to the ADWQ by Customer on each Day of a given
Month.
   
Authorized Overrun Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Injection Charge specified in
Customer s executed Interruptible Storage Service Agreement multiplied by the
Dth quantity injected in excess of Customer s ADIQ on each Day of a given
Month.
   
Authorized Overrun Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Withdrawal Charge specified in
Customer s executed Interruptible Storage Service Agreement multiplied by the
Dth quantity withdrawn in excess of Customer s ADWQ on each Day of a given
Month.
   
Fuel Reimbursement
Market Based/Negotiable
% of injections (in kind)
   
This amount of Gas is to be reimbursed by Customer in kind, on a daily basis
as determined pursuant to the General Terms and Conditions of this FERC Gas
Tariff or Customer s executed Interruptible Storage Service
Agreement.
   
All applicable taxes set forth in either the General Terms and Conditions of
this FERC Gas Tariff or the Interruptible Storage Service Agreement and all
other applicable surcharges, including, but not limited to, the ACA charges,
shall also be paid by Customer.
   
*All quantities of Gas are measured in dekatherms (Dth).

AILS RATE STATEMENT - ADVANCED INTERRUPTIBLE LOAN SERVICE
   
RATE
UNITS
   
Loan Capacity Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Monthly Loan Capacity Charge specified in Customer s
executed Advanced Interruptible Loan Service Agreement multiplied by
Customer s Maximum Advanced Interruptible Loan Quantity or Negative Advanced
Interruptible Storage Balance, as applicable.
   
Loan Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Injection Charge specified in Customer s executed
Advanced Interruptible Loan Service Agreement multiplied by the Dth quantity
injected up to the ADIQ by Customer on each Day of a given
Month.
   
Loan Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Withdrawal Charge specified in Customer s executed
Advanced Interruptible Loan Service Agreement multiplied by the Dth quantity
withdrawn up to the ADWQ by Customer on each Day of a given
Month.
   
Authorized Overrun Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Injection Charge specified in
Customer s executed Advanced Interruptible Loan Service Agreement multiplied
by the Dth quantity injected in excess of Customer s ADIQ on each Day of a
given Month.
   
Authorized Overrun Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Withdrawal Charge specified in
Customer s executed Advanced Interruptible Loan Service Agreement multiplied
by the Dth quantity withdrawn in excess of Customer s ADWQ on each Day of a
given Month.
   
Fuel Reimbursement
Market Based/Negotiable
% of injections (in kind)
   
This amount of Gas is to be reimbursed by Customer in kind, on a daily basis
as determined pursuant to the General Terms and Conditions of this FERC Gas
Tariff or Customer s executed Advanced Interruptible Loan Service
Agreement.
   
All applicable taxes set forth in either the General Terms and Conditions of
this FERC Gas Tariff or the Advanced Interruptible Loan Service Agreement and
all other applicable surcharges, including, but not limited to, the ACA
charges, shall also be paid by Customer.
   
*All quantities of Gas are measured in dekatherms (Dth).

ILS RATE STATEMENT - INTERRUPTIBLE LOAN SERVICE
   
RATE
UNITS
   
Loan Capacity Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Monthly Loan Capacity Charge specified in Customer s
executed Interruptible Loan Service Agreement multiplied by Customer s Maximum
Interruptible Loan Quantity or Negative Interruptible Storage Balance, as
applicable.
   
Loan Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Injection Charge specified in Customer s executed
Interruptible Loan Service Agreement multiplied by the Dth quantity injected
up to the ADIQ by Customer on each Day of a given
Month.
   
Loan Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Withdrawal Charge specified in Customer s executed
Interruptible Loan Service Agreement multiplied by the Dth quantity withdrawn
up to the ADWQ by Customer on each Day of a given
Month.
   
Authorized Overrun Injection Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Injection Charge specified in
Customer s executed Interruptible Loan Service Agreement multiplied by the Dth
quantity injected in excess of Customer s ADIQ on each Day of a given
Month.
   
Authorized Overrun Withdrawal Charge
Market Based/Negotiable
$/Dth
   
Payment is equal to the Authorized Overrun Withdrawal Charge specified in
Customer s executed Interruptible Loan Service Agreement multiplied by the Dth
quantity withdrawn in excess of Customer s ADWQ on each Day of a given
Month.
   
Fuel Reimbursement
Market Based/Negotiable
% of injections (in kind)
   
This amount of Gas is to be reimbursed by Customer in kind, on a daily basis
as determined pursuant to the General Terms and Conditions of this FERC Gas
Tariff or Customer s executed Interruptible Loan Service
Agreement.
   
All applicable taxes set forth in either the General Terms and Conditions of
this FERC Gas Tariff or the Interruptible Loan Service Agreement and all other
applicable surcharges, including, but not limited to, the ACA charges, shall
also be paid by Customer.
   
*All quantities of Gas are measured in dekatherms (Dth).

                               FSS RATE SCHEDULE
                              FIRM STORAGE SERVICE
   
1.   AVAILABILITY
This FSS Rate Schedule is available to any Customer for the purchase of firm
natural gas storage service from Caledonia, provided
that:
(a)  Caledonia has determined that it has sufficient available and uncommitted
firm storage capacity to perform service requested by
Customer;
(b)  Customer and Caledonia have executed a Firm Storage Service Agreement under
this FSS Rate Schedule (FSS Service Agreement);
(c)  Customer accepts responsibility for arranging any transportation service
required for utilization of the storage service provided under this FSS Rate
Schedule; and
(d)  Customer satisfies the creditworthiness criteria in accordance with
Sections 3 and 24 of the General Terms and Conditions.
(e)  Service under this FSS Rate Schedule may not be available to the extent
that Caledonia would be required to construct, modify, expand or acquire any
facilities to enable Caledonia to perform the requested
service.
2.   APPLICABILITY AND CHARACTER OF SERVICE
(a)  Subject to the limitations and requirements set forth in this FSS Rate
Schedule and in Customer s FSS Service Agreement, Caledonia
shall:
(1)      Inject quantities received by Caledonia from or on behalf of Customer and
designated by Customer for injection to "FSS Storage," up to the Maximum Daily
Injection Quantity (MDIQ), as limited by the ADIQ set forth in Exhibit A of
Customer s FSS Service Agreement, on a daily basis not to exceed the Maximum
Storage Capacity (MSC) set forth in Customer s FSS Service Agreement, less
sufficient quantities for Fuel Reimbursement; and
(2)  Deliver to Customer thermally equivalent quantities of Gas, up to the
Maximum Daily Withdrawal Quantity (MDWQ), as limited by the ADWQ set forth in
Exhibit A of Customer s FSS Service Agreement, on a daily basis, provided that
Caledonia shall not be obligated under this FSS Rate Schedule on any Day to
deliver Gas in excess of the working gas quantities then held in storage for
Customer.

(b)     Service provided under this FSS Rate Schedule shall have the priority
specified in Section 4.1 of the General Terms and
Conditions.
   
(c)     Service rights under an FSS Service Agreement may be released in
accordance with Section 9 of the General Terms and Conditions.  Service to a
replacement Customer under any such assignment shall be subject to the
provisions set forth in this FSS Rate Schedule, the General Terms and
Conditions and the FSS Service Agreement.  If Customer assigns only a portion
of its service rights under a FSS Service Agreement, such assignment shall not
change the existing ratio of the MSC and the MDWQ/MDIQ or the ADWQ/ADIQ unless
specified by Customer.
   
3.     OVERRUN SERVICE
(a)     Provided injections and withdrawals can be accepted without impeding
Caledonia s ability to meet prior service obligations, a request by Customer
to make injections in excess of its ADIQ or withdrawals in excess of its ADWQ
may be submitted to Caledonia.  In the event that Customer makes such request,
Caledonia will confirm the request to the extent that (1) additional
flexibility exists during the time period of the request, and (2) Caledonia,
using reasonable discretion, can operationally accommodate the request.
   
   
(b)     Caledonia shall have the right to interrupt or not schedule all or
part of the overrun quantity nominated, as the operation of its facilities in
its reasonable judgment may require, subject to Sections 4.1 through 4.4 of
the General Terms and Conditions of this Tariff, in which event Caledonia
shall notify Customer.
   
4.     RATES AND CHARGES
(a)     The charges to be paid by Customer, as set forth in paragraph (b)
below, shall be mutually agreed to by Caledonia.
   
(b)     For all service rendered under this FSS Rate Schedule, each Month,
Customer shall pay Caledonia the charges set forth below, unless otherwise
mutually agreed to by Caledonia and Customer and specified in Customer s FSS
Service Agreement.
   
(i)     Monthly Storage and Deliverability Charge.  A monthly charge, as set
forth in Exhibit A of Customer s FSS Service Agreement, for each Dth of
Customer s MSC and MDWQ.
   
(ii)     Injection Charge.  A charge, as set forth in Exhibit A of Customer s
FSS Service Agreement, for each Dth injected up to the ADIQ by Caledonia for
Customer s account on each Day of a given Month.
   
(iii)     Withdrawal Charge.  A charge, as set forth in Exhibit A of
Customer s FSS Service Agreement, for each Dth of Gas withdrawn up to the ADWQ
by Caledonia for Customer s account on each Day of a given
Month.

(iv)     Authorized Overrun Injection Charge.  A charge, as set forth in
Exhibit A of Customer s FSS Service Agreement, for each Dth of Gas injected in
excess of Customer s ADIQ on each Day of a given
Month.
   
(v)     Authorized Overrun Withdrawal Charge.  A charge, as set forth in
Exhibit A of the Customer s FSS Service Agreement, for each Dth of Gas
withdrawn in excess of Customer s ADWQ on each Day of a given
Month.
   
(vi)     Fuel Reimbursement.  The percentage of Customer s Gas tendered for
injection which is retained by Caledonia as reimbursement for fuel used in the
provision of service and lost and unaccounted for gas as set forth in Section
11 of the General Terms and Conditions of this Tariff and Exhibit A of
Customer s FSS Service Agreement.
   
     (c)     Customer shall reimburse Caledonia for all fees, charges and
surcharges, as required by the Commission or any other regulatory body, that
are related to service provided under this FSS Rate
Schedule.
   
     (d)     Customer shall reimburse Caledonia for all other taxes associated
with the quantities held for Customer in storage under this Rate Schedule.
Caledonia shall invoice Customer periodically for all taxes, if any,
attributable to the injection, storage or withdrawal of
Gas.
   
     (e)     Caledonia shall be responsible for any loss, cost, or expense
arising from any loss of Customer s Gas in Caledonia s storage that results
from Caledonia s negligence or failure to exercise due diligence.
Notwithstanding the provisions in Section 10 of the General Terms and
Conditions, Customer shall be responsible for obtaining its own insurance for
any Gas in storage, and shall hold Caledonia harmless from any loss, cost, or
expense arising from any loss of storage Gas that results from a Force Majeure
event or that is not the result of Caledonia s negligence or failure to
exercise due diligence.
   
5.     MONTHLY BILL
     The monthly bill for Firm Storage Service shall reflect the applicable
charges set forth under Section 4 of this Rate Schedule at rates set forth in
Customer s FSS Service Agreement.
   
6.     TERM
     The term for service under this Rate Schedule shall be as set forth in
the executed FSS Service Agreement.  Notwithstanding anything to the contrary
in this Tariff, Caledonia may agree with any Customer, on a not unduly
discriminatory basis, to an extension of the term of a Service Agreement for
an additional term to be negotiated on a case-by-case basis, provided that,
for those service agreements that include a right of first refusal, such
extension is agreed to prior to the receipt of an acceptable bid submitted
pursuant to Section 8 of Rate Schedule FSS.

7.     AUTHORIZATION, RATES, TERMS AND CHANGES
     (a)     Customer s FSS Service Agreement(s) and the respective
obligations of the Parties hereunder are subject to all valid laws, orders,
rules and regulations of duly constituted authorities having jurisdiction, and
are conditioned upon the issuance, by FERC and any state or local governmental
agency having jurisdiction, of requisite authorization for Caledonia to
provide the storage service contemplated herein and to construct and operate
the gas storage facilities necessary to provide such storage service and for
any connected pipeline to transport natural gas to/from the Point(s) of
Receipt/Delivery necessary to effect the storage service provided
herein.
   
     (b)     Caledonia shall have the right to propose to FERC or any other
governing regulatory body such changes in its rates and terms of service as it
deems necessary, and this FSS Service Agreement shall be deemed to include any
changes which are made effective pursuant to an order or regulation or
provisions of law, without prejudice to Customer s right to protest the same;
provided however, that any negotiated rates between Caledonia and its
Customer(s) shall remain in effect during the term of the FSS Service
Agreement(s).
   
8.     RIGHT OF FIRST REFUSAL
(a)     Right of First Refusal at End of Contract Term - on or after December
5, 2007.  Caledonia may discontinue service to Customer at the end of a
primary term of an FSS Agreement with a primary term beginning date on or
after November 19, 2007, unless (i) Caledonia and Customer mutually agree to a
right of first refusal, which shall be negotiated on a not unduly
discriminatory basis, and (ii) Customer exercises its right of first refusal
for the capacity covered by the FSS Service Agreement by matching the
acceptable terms offered to Caledonia during an open season, conducted
pursuant to Section 3.1 of the General Terms and Conditions, for such capacity
by any qualified prospective successor Customer.
   
(b)     Right of First Refusal at End of Contract Term - Prior to December 5,
2007.  A right of first refusal shall be available on a one-time basis to
Customers holding a Long-term FSS Service Agreement with a primary term
beginning date prior to December 5, 2007.  Caledonia may discontinue service
to Customer at the end of the primary term of Customer s Long-term FSS Service
Agreement unless Customer exercises its right of first refusal for the
capacity covered by the Long-term FSS Agreement by matching the acceptable
terms offered to Caledonia during an open season, conducted pursuant to
Section 3.2 of the General Terms and Conditions, for such capacity by any
qualified prospective successor Customer.  A "Long-term FSS Agreement," as
that term is used in this Section, is a FSS Service Agreement having a primary
term of three (3) years or more.  A prospective successor Customer is
"qualified," within the meaning of this Section, if such prospective successor
Customer meets the creditworthiness criteria set forth in Sections 3 and 24 of
the General Terms and Conditions.

(c)     Exercise of Right of First Refusal.
(1)     Not less than twelve (12) months prior to the expiration of an FSS
Agreement containing a Right of First Refusal provision, Customer must provide
written notice to Caledonia of its intent to exercise any Right of First
Refusal provisions applicable under the FSS Service Agreement.  Failure by the
Customer to give Caledonia the notice specified in this section will result in
the automatic abandonment of the entitlement and the Customer s right to the
subject capacity at the end of the contract term will
cease.
   
(2) Not less than three (3) months prior to the termination or expiration of
an  FSS Agreement containing a Right of First Refusal provision, an open
season will be held for the purpose of awarding the capacity that is to become
available upon the  FSS Agreement s termination or expiration.  This open
season will be conducted pursuant to the

     terms and conditions set forth in Section 3.2 of the General Terms and
Conditions.
   
(3) Bids from qualified successor Customers who desire, in whole or in part,
the capacity to be made available upon the expiration or termination of the
FSS Agreement must be received by Caledonia within the timeframe set forth in
the Open Season.  Upon expiration of the open season, Caledonia will select
the highest bid received from a qualified successor Customer and communicate
the terms of the highest bid to Customer, who may elect, within fifteen (15)
Days or such greater time as Caledonia may specify, to execute a renewal FSS
Service Agreement upon the same terms.  In determining which bid for the
capacity is the highest, Caledonia will use the present value formula set
forth in Section 3.2 of the General Terms and Conditions.
   
(4) If Customer does not elect to match the terms of such highest bid, its FSS
Service Agreement will expire at the conclusion of its term and will be deemed
to have all necessary abandonment authorization under the Natural Gas Act with
respect to such service.  Caledonia may enter into a new FSS Service Agreement
with the qualified successor Customer who submitted the highest
bid.
   
(5) Caledonia shall retain the right to require a minimum rate or term of
service, which shall be market-based, for bids during any such open
season.
   
(d)     Continuation of Service.  If during the open season, Caledonia
receives no bids or rejects all bids, Caledonia and Customer may negotiate for
continuation of service under mutually satisfactory rates, terms, and
conditions.  In no event, however, will such continued service be provided at
a rate lower than the highest rate bid by a qualified prospective successor
Customer during the open season.
   
9.     EXPIRATION OF TERM
Prior to the expiration of the primary term or any renewed term of the
Customer s FSS Service Agreement, Caledonia shall notify Customer to withdraw
all Working Gas quantities held by Caledonia for Customer s account.  If
Customer fails to withdraw all of the Working Gas by the end of the term or
within fifteen (15)  Days of termination, then Caledonia may take, free and
clear of any adverse claims or obligations to Customer, title to such Working
Gas quantities as Customer was required to withdraw.  Caledonia s notice may
be given verbally, but shall be confirmed in writing either by facsimile,
email, or via Caledonia s Internet website.

10.  GENERAL TERMS AND CONDITIONS
Applicable provisions of the General Terms and Conditions of this FERC Gas
Tariff, as such provisions may be amended from time to time, are hereby
incorporated by reference and made a part of this FSS Rate Schedule, where
applicable, and shall supplement the terms and conditions governing service
rendered hereunder, as though stated herein; provided, however, that in the
event of any inconsistency, the terms of this FSS Rate Schedule shall
control.

AISS RATE SCHEDULE
ADVANCED INTERRUPTIBLE STORAGE SERVICE
   
1.     AVAILABILITY
This AISS Rate Schedule is available to any Customer for the purchase of
advanced interruptible natural gas storage service from Caledonia, provided
that:
   
(a)     Caledonia has determined that it has sufficient operationally
available storage, injection and withdrawal capacity to perform service
requested by Customer;
   
(b)     Caledonia has determined that service requested by Customer will not
interfere with efficient operation of its system or with service to firm
storage customers;
   
(c)     Customer and Caledonia have executed an Advanced Interruptible Storage
Service Agreement under this AISS Rate Schedule (AISS Service
Agreement);
    
(d)     Customer accepts responsibility for arranging any transportation
service required for utilization of the storage service provided under this
AISS Rate Schedule;
   
(e)     Customer satisfies the creditworthiness criteria in accordance with
Sections 3 and 24 of the General Terms and Conditions; and
   
(f)     Service under this AISS Rate Schedule may not be available to the
extent that Caledonia would be required to construct, modify, expand or
acquire any facilities to enable Caledonia to perform the requested
services.
   
2.     APPLICABILITY AND CHARACTER OF SERVICE
(a)     Service provided under this AISS Rate Schedule, including all
injections into and withdrawals from storage shall have the priority specified
in Sections 4.1 through 4.4 of the General Terms and Conditions or otherwise
to the extent provided in this AISS Rate Schedule.
   
   
(b)     Subject to the limitations and requirements set forth in this Rate
Schedule and in Customer s AISS Service Agreement, Customer shall be permitted
to request Caledonia to:
   
     (i)     Inject, on an interruptible basis, quantities received by
Caledonia from or on behalf of Customer and designated by Customer for
injection to "AISS Storage," up to the Customer s Maximum Advanced
Interruptible Storage Capacity (MAISC) on a daily basis not to exceed the
Maximum Daily Injection Quantity (MDIQ), as limited by the ADIQ set forth in
Exhibit A of Customer s AISS Service Agreement, less sufficient quantities for
Fuel Reimbursement.
   
     (ii)     Deliver to Customer, on an interruptible basis, thermally
equivalent quantities of Gas, up to the Maximum Daily Withdrawal Quantity
(MDWQ), as

AISS RATE SCHEDULE
ADVANCED INTERRUPTIBLE STORAGE SERVICE
   
1.     AVAILABILITY
This AISS Rate Schedule is available to any Customer for the purchase of
advanced interruptible natural gas storage service from Caledonia, provided
that:
   
(a)     Caledonia has determined that it has sufficient operationally
available storage, injection and withdrawal capacity to perform service
requested by Customer;
   
(b)     Caledonia has determined that service requested by Customer will not
interfere with efficient operation of its system or with service to firm
storage customers;
   
(c)     Customer and Caledonia have executed an Advanced Interruptible Storage
Service Agreement under this AISS Rate Schedule (AISS Service
Agreement);
    
(d)     Customer accepts responsibility for arranging any transportation
service required for utilization of the storage service provided under this
AISS Rate Schedule;
   
(e)     Customer satisfies the creditworthiness criteria in accordance with
Sections 3 and 24 of the General Terms and Conditions; and
   
(f)     Service under this AISS Rate Schedule may not be available to the
extent that Caledonia would be required to construct, modify, expand or
acquire any facilities to enable Caledonia to perform the requested
services.
   
2.     APPLICABILITY AND CHARACTER OF SERVICE
(a)     Service provided under this AISS Rate Schedule, including all
injections into and withdrawals from storage shall have the priority specified
in Sections 4.1 through 4.4 of the General Terms and Conditions or otherwise
to the extent provided in this AISS Rate Schedule.
   
   
(b)     Subject to the limitations and requirements set forth in this Rate
Schedule and in Customer s AISS Service Agreement, Customer shall be permitted
to request Caledonia to:
   
     (i)     Inject, on an interruptible basis, quantities received by
Caledonia from or on behalf of Customer and designated by Customer for
injection to "AISS Storage," up to the Customer s Maximum Advanced
Interruptible Storage Capacity (MAISC) on a daily basis not to exceed the
Maximum Daily Injection Quantity (MDIQ), as limited by the ADIQ set forth in
Exhibit A of Customer s AISS Service Agreement, less sufficient quantities for
Fuel Reimbursement.
   
     (ii)     Deliver to Customer, on an interruptible basis, thermally
equivalent quantities of Gas, up to the Maximum Daily Withdrawal Quantity
(MDWQ), as

limited by the ADWQ set forth in Exhibit A of Customer s AISS Service
Agreement, on a daily basis, provided that Caledonia shall not be obligated
under this AISS Rate schedule on any Day to deliver Gas in excess of the
working gas quantities then held in storage for Customer.
   
(c)     Service provided under this Rate Schedule shall have the priority
specified in Sections 4.1 through 4.4 of the General Terms and Conditions of
this Tariff.
   
(d)     Customer shall not be permitted to increase its confirmed nomination
quantities under this AISS Rate Schedule, regardless of the quantities set
forth in Customer s AISS Service Agreement, if such increase would degrade
service to a Customer with equal or higher priority as set forth in Section 4
of the General Terms and Conditions.
   
(e)     Customer shall reimburse Caledonia for all other taxes associated with
the quantities held for Customer in storage under this AISS Rate Schedule.
Caledonia shall invoice Customer periodically for all taxes, if any,
attributable to the injection, storage or withdrawal of
Gas.
   
(f)     Service rights under an AISS Service Agreement may not be released.
(g)     Caledonia shall establish an account for each Customer using this
service which reflects the Advanced Interruptible Storage Balance.  Whenever
Caledonia receives AISS storage quantities from or delivers AISS storage
quantities to a Customer, Caledonia will adjust the Customer s account, as
appropriate, to reflect the new balance.
   
(h)     All Gas injected into storage for Customer s account under this AISS
Rate Schedule must be withdrawn by Customer s contract termination date,
provided that such final contract termination date shall be extended one Day
for each Day, during the 30 Days preceding Customer s final contract
termination date that Customer s AISS withdrawals are interrupted by
Caledonia.
   
3.     OVERRUN SERVICE
(a)     Provided injections and withdrawals can be accepted without impeding
Caledonia s ability to meet prior service obligations, a request by Customer
to make injections in excess of its ADIQ or withdrawals in excess of its ADWQ
may be submitted to Caledonia.  In the event that Customer makes such request,
Caledonia will confirm the request to the extent that (1) additional
flexibility exists during the time period of the request, and (2) Caledonia,
using reasonable discretion, can operationally accommodate the request.
   
   
(b)     Caledonia shall have the right to interrupt or not schedule all or
part of the overrun quantity nominated, as the operation of its facilities in
its reasonable judgment may require, subject to Sections 4.1 through 4.4 of
the General Terms and Conditions of this Tariff, in which event Caledonia
shall notify Customer.

4.     RATES AND CHARGES
(a)     The charges to be paid by Customer, as set forth in paragraph (b)
below, shall be mutually agreed to by Caledonia.
   
(b)     For all storage service rendered under this AISS Rate Schedule,
Customer shall pay Caledonia each Month service is offered, the charges as set
forth below or other mutually agreed upon charges.
   
(i)     Capacity Charge.  A charge, as set forth in Exhibit A of Customer s
AISS Service Agreement, for each Dth of Customer s Maximum Advanced
Interruptible Storage Capacity (if a reservation fee is charged), or
Customer s Advanced Interruptible Storage Balance (if a volumetric fee is
charged), as the case may be.  The charge may be on a daily, monthly, or other
basis per agreement between Customer and Caledonia.
   
(ii)     Injection Charge.  A charge, as set forth in Exhibit A of Customer s
AISS Service Agreement, for each Dth injected up to the ADIQ by Caledonia for
Customer s account on each Day of a given Month.
   
(iii)     Withdrawal Charge.  A charge, as set forth in Exhibit A of
Customer s AISS Service Agreement, for each Dth of Gas withdrawn up to the
ADWQ by Caledonia for Customer s account on each Day of a given
Month.
   
(iv)     Authorized Overrun Injection Charge.  A charge, as set forth in
Exhibit A of Customer s AISS Service Agreement, for each Dth of Gas injected
in excess of Customer s ADIQ on each Day of a given
Month.
   
(v)     Authorized Overrun Withdrawal Charge.  A charge, as set forth in
Exhibit A of Customer s AISS Service Agreement, for each Dth of Gas withdrawn
in excess of Customer s ADWQ on each Day of a given Month.
   
   
(vi)     Fuel Reimbursement.  The percentage of Customer s Gas tendered for
injection which is retained by Caledonia as reimbursement for fuel used in the
provision of service and lost and unaccounted for gas as set forth in Section
11 of the General Terms and Conditions of this Tariff and Exhibit A of
Customer s AISS Service Agreement.
   
     (c)     Customer shall reimburse Caledonia for all fees, charges and
surcharges, as required by the Commission or any other regulatory body, that
are related to service provided under this AISS Rate
Schedule.

     (d)     Customer shall reimburse Caledonia for all other taxes associated
with the quantities held for Customer in storage under this AISS Rate
Schedule.  Caledonia shall invoice Customer periodically for all taxes, if
any, attributable to the injection, storage or withdrawal of
Gas.
   
     (e)     Caledonia shall be responsible for any loss, cost, or expense
arising from any loss of Customer s Gas in Caledonia s storage that results
from Caledonia s negligence or failure to exercise due diligence.  Customer
shall be responsible for obtaining its own insurance for any Gas in storage,
and shall hold Caledonia harmless from any loss, cost, or expense arising from
any loss of storage Gas that results from a Force Majeure event or that is not
the result of Caledonia s negligence or failure to exercise due
diligence.
   
5.     MONTHLY BILL
     The monthly bill for Advanced Interruptible Storage Service shall reflect
the applicable charges set forth under Section 4 of this AISS Rate Schedule at
rates set forth in Customer s AISS Service Agreement.
   
6.     TERM
     The term for service under this AISS Rate Schedule shall be as set forth
in the executed AISS Service Agreement.  Notwithstanding anything to the
contrary in this Tariff, Caledonia may agree with any Customer, on a not
unduly discriminatory basis, to an extension of the term of a Service
Agreement for an additional term to be negotiated on a case-by-case
basis.
   
7.     NOTICES
     (a)     In the event that Caledonia determines, in its reasonable
judgment, that some or all Advanced Interruptible Storage Service(s) must be
interrupted in order to satisfy Caledonia s obligations to FSS Service
Customers, or that such interruption is otherwise necessary or is otherwise
appropriate to avoid adverse impact on the operation of Caledonia s system,
Caledonia will notify any affected Customer receiving Advanced Interruptible
Storage Service that they are required to reduce their Interruptible Storage
Balance(s) over the period specified in the notice.  Such notice shall be
issued to Customers, via facsimile or email, on a present value basis, where
lower value services will be noticed before higher value services.  At a
maximum, Customers will have one (1) Day in which to comply with the notice.
   
     (b)     If Customer fails to comply with the notice given in accordance
with Section 7(a) of this AISS Rate Schedule, Caledonia may cash out the
Storage Balance quantity that Customer was advised, but failed to reduce or
eliminate at the sales price of the Gas less ten percent (10%) for the
positive Advanced Interruptible Storage Balance not
eliminated.

8.     AUTHORIZATION, RATES, TERMS AND CHANGES
     (a)     Customer s AISS Service Agreement(s) and the respective
obligations of the Parties hereunder are subject to all valid laws, orders,
rules and regulations of duly constituted authorities having jurisdiction, and
are conditioned upon the issuance, by FERC and any state or local governmental
agency having jurisdiction, of requisite authorization for Caledonia to
provide the storage service contemplated herein and to construct and operate
the gas storage facilities necessary to provide such storage service and for
any connected pipeline to transport natural gas to/from the Point(s) of
Receipt/Delivery necessary to effect the storage service provided
herein.
   
     (b)     Caledonia shall have the right to propose to FERC or any other
governing regulatory body such changes in its rates and terms of service as it
deems necessary, and this AISS Service Agreement shall be deemed to include
any changes which are made effective pursuant to an order or regulation or
provisions of law, without prejudice to Customer s right to protest the same;
provided however, that any negotiated rates between Caledonia and its
Customer(s) shall remain in effect during the term of the AISS Service
Agreement(s).
   
9.     EXPIRATION OF TERM
     Prior to the expiration of the primary term or any renewed term of the
Customer s AISS Service Agreement, Caledonia shall notify Customer to withdraw
all Working Gas quantities held by Caledonia for Customer s account.  If
Customer fails to withdraw all of the Working Gas by the end of the term or
within fifteen (15)  Days of termination, then Caledonia may take, free and
clear of any adverse claims or obligations to Customer, title to such Working
Gas quantities as Customer was required to withdraw.  Caledonia s notice may
be given verbally, but shall be confirmed in writing either by facsimile,
email, or via Caledonia s Internet website.
   
10.     GENERAL TERMS AND CONDITIONS
Applicable provisions of the General Terms and Conditions of this FERC Gas
Tariff, as such provisions may be amended from time to time, are hereby
incorporated by reference and made a part of this AISS Rate Schedule, where
applicable, and shall supplement the terms and conditions governing service
rendered hereunder, as though stated herein; provided, however, that in the
event of any inconsistency, the terms of this AISS Rate Schedule shall
control.

 ISS RATE SCHEDULE
INTERRUPTIBLE STORAGE SERVICE
   
1.     AVAILABILITY
This ISS Rate Schedule is available to any Customer for the purchase of
interruptible natural gas storage service from Caledonia, provided
that:
   
(a)     Caledonia has determined that it has sufficient operationally
available storage, injection and withdrawal capacity to perform service
requested by Customer;
   
(b)     Caledonia has determined that service requested by Customer will not
interfere with efficient operation of its system or with service to firm
storage customers;
   
(c)     Customer and Caledonia have executed an Interruptible Storage Service
Agreement under this ISS Rate Schedule (ISS Service
Agreement);
   
(d)     Customer accepts responsibility for arranging any transportation
service required for utilization of the storage service provided under this
ISS Rate Schedule; and
   
(e)     Customer satisfies the creditworthiness criteria in accordance with
Sections 3 and 24 of the General Terms and Conditions.
   
(f)     Service under this ISS Rate Schedule may not be available to the
extent that Caledonia would be required to construct, modify, expand or
acquire any facilities to enable Caledonia to perform the requested
services.
   
2.     APPLICABILITY AND CHARACTER OF SERVICE
(a)     Service provided under this ISS Rate Schedule, including all
injections into and withdrawals from storage shall have the priority specified
in Sections 4.1 through 4.4 of the General Terms and Conditions or otherwise
to the extent provided in this ISS Rate Schedule.
   
(b)     Subject to the limitations and requirements set forth in this Rate
Schedule and in Customer s ISS Service Agreement, Customer shall be permitted
to request Caledonia to:
   
     (i)     Inject, on an interruptible basis, quantities received by
Caledonia from or on behalf of Customer and designated by Customer for
injection to "ISS Storage," up to the Customer s Maximum Interruptible Storage
Capacity (MISC) on a daily basis not to exceed the Maximum Daily Injection
Quantity (MDIQ), as limited by the ADIQ set forth in Exhibit A of Customer s
ISS Service Agreement, less sufficient quantities for Fuel
Reimbursement.
   
(ii)     Deliver to Customer, on an interruptible basis, thermally equivalent
quantities of Gas, up to the Maximum Daily Withdrawal Quantity (MDWQ), as
limited by the ADWQ set forth in Exhibit A of Customer s ISS Service
Agreement, on a daily basis, provided that Caledonia shall not be obligated
under

this ISS Rate schedule on any Day to deliver Gas in excess of the working gas
quantities then held in storage for Customer.
   
(c)     Service provided under this Rate Schedule shall have the priority
specified in Sections 4.1 through 4.4 of the General Terms and Conditions of
this Tariff.
   
(d)     Customer shall not be permitted to increase its confirmed nomination
quantities under this ISS Rate Schedule, regardless of the quantities set
forth in Customer s ISS Service Agreement, if such increase would degrade
service to a Customer with equal or higher priority as set forth in Section 4
of the General Terms and Conditions.
   
(e)     Customer shall reimburse Caledonia for all other taxes associated with
the quantities held for Customer in storage under this ISS Rate Schedule.
Caledonia shall invoice Customer periodically for all taxes, if any,
attributable to the injection, storage or withdrawal of
Gas.
   
(f)     Service rights under an ISS Service Agreement may not be released.
(g)     Caledonia shall establish an account for each Customer using this
service which reflects the Interruptible Storage Balance.  Whenever Caledonia
receives interruptible storage quantities from or delivers interruptible
storage quantities to a Customer, Caledonia will adjust the Customer s
account, as appropriate, to reflect the new balance.
   
(h)     All Gas injected into storage for Customer s account under this ISS
Rate Schedule must be withdrawn by Customer s contract termination date,
provided that such final contract termination date shall be extended one Day
for each Day, during the 30 Days preceding Customer s final contract
termination date that Customer s ISS withdrawals are interrupted by
Caledonia.
   
3.     OVERRUN SERVICE
(a)     Provided injections and withdrawals can be accepted without impeding
Caledonia s ability to meet prior service obligations, a request by Customer
to make injections in excess of its ADIQ or withdrawals in excess of its ADWQ
may be submitted to Caledonia.  In the event that Customer makes such request,
Caledonia will confirm the request to the extent that (1) additional
flexibility exists during the time period of the request, and (2) Caledonia,
using reasonable discretion, can operationally accommodate the request.
   
   
(b)     Caledonia shall have the right to interrupt or not schedule all or
part of the overrun quantity nominated, as the operation of its facilities in
its reasonable judgment may require, subject to Sections 4.1 through 4.4 of
the General Terms and Conditions of this Tariff, in which event Caledonia
shall notify Customer.
   
4.     RATES AND CHARGES
(a)     The charges to be paid by Customer, as set forth in paragraph (b)
below, shall be mutually agreed to by Caledonia.

(b)  For all storage service rendered under this ISS Rate Schedule, Customer
shall pay Caledonia each Month service is offered, the charges as set forth
below or other mutually agreed upon charges.
(i)  Capacity Charge.  A charge, as set forth in Exhibit A of Customer s ISS
Service Agreement, for each Dth of Customer s Maximum Interruptible Storage
Capacity (if a reservation fee is charged), or Customer s Interruptible Storage
Balance (if a volumetric fee is charged), as the case may be.  The charge may
be on a daily, monthly, or other basis per agreement between Customer and
Caledonia.
(ii)     Injection Charge.  A charge, as set forth in Exhibit A of Customer s ISS
Service Agreement, for each Dth injected up to the ADIQ by Caledonia for
Customer s account on each Day of a given Month.
(iii)     Withdrawal Charge.  A charge, as set forth in Exhibit A of Customer s ISS
Service Agreement, for each Dth of Gas withdrawn up to the ADWQ by Caledonia
for Customer s account on each Day of a given Month.
(iv)     Authorized Overrun Injection Charge.  A charge, as set forth in Exhibit A
of Customer s ISS Service Agreement, for each Dth of Gas injected in excess of
Customer s ADIQ on each Day of a given Month.
(v)  Authorized Overrun Withdrawal Charge.  A charge, as set forth in Exhibit A
of Customer s ISS Service Agreement, for each Dth of Gas withdrawn in excess of
Customer s ADWQ on each Day of a given Month.
(vi)     Fuel Reimbursement.  The percentage of Customer s Gas tendered for
injection which is retained by Caledonia as reimbursement for fuel used in the
provision of service and lost and unaccounted for gas as set forth in Section
11 of the General Terms and Conditions of this Tariff and Exhibit A of
Customer s ISS Service Agreement.
     (c)  Customer shall reimburse Caledonia for all fees, charges and surcharges,
as required by the Commission or any other regulatory body, that are related to
service provided under this ISS Rate Schedule.
     (d)  Customer shall reimburse Caledonia for all other taxes associated with the
quantities held for Customer in storage under this ISS Rate Schedule.
Caledonia shall invoice Customer periodically for all taxes, if any,
attributable to the injection, storage or withdrawal of Gas.
     (e)  Caledonia shall be responsible for any loss, cost, or expense arising

Any loss of storage Gas that results from a Force Majeure event or that is not
the result of Caledonia s negligence or failure to exercise due
diligence.
   
5.     MONTHLY BILL
     The monthly bill for Interruptible Storage Service shall reflect the
applicable charges set forth under Section 4 of this ISS Rate Schedule at
rates set forth in Customer s ISS Service Agreement.
   
6.     TERM
     The term for service under this ISS Rate Schedule shall be as set forth
in the executed ISS Service Agreement.  Notwithstanding anything to the
contrary in this Tariff, Caledonia may agree with any Customer, on a not
unduly discriminatory basis, to an extension of the term of a Service
Agreement for an additional term to be negotiated on a case-by-case
basis.
   
7.     NOTICES
     (a)     In the event that Caledonia determines, in its reasonable
judgment, that some or all Interruptible Storage Service(s) must be
interrupted in order to satisfy Caledonia s obligations to FSS, AISS, or AILS
Customers, or that such interruption is otherwise necessary or is otherwise
appropriate to avoid adverse impact on the operation of Caledonia s system,
Caledonia will notify any affected Customer receiving Interruptible Storage
Service that they are required to reduce their Interruptible Storage
Balance(s) over the period specified in the notice.  Such notice shall be
issued to Customers, via facsimile or email, on a price basis, where lower
price services will be noticed before higher price services.  At a maximum,
Customers will have one (1) Day in which to comply with the notice.
   
     (b)     If Customer fails to comply with the notice given in accordance
with Section 7(a) of this ISS Rate Schedule, Caledonia may cash out the
Storage Balance quantity that Customer was advised, but failed to reduce or
eliminate at the sales price of the Gas less ten percent (10%) for the
positive Interruptible Storage Balance not eliminated.
   
8.     AUTHORIZATION, RATES, TERMS AND CHANGES
     (a)     Customer s ISS Service Agreement(s) and the respective
obligations of the Parties hereunder are subject to all valid laws, orders,
rules and regulations of duly constituted authorities having jurisdiction, and
are conditioned upon the issuance, by FERC and any state or local governmental
agency having jurisdiction, of requisite authorization for Caledonia to
provide the storage service contemplated herein and to construct and operate
the gas storage facilities necessary to provide such storage service and for
any connected pipeline to transport natural gas to/from the Point(s) of
Receipt/Delivery necessary to effect the storage service provided
herein.
   
     (b)     Caledonia shall have the right to propose to FERC or any other
governing regulatory body such changes in its rates and terms of service as it
deems necessary, and this ISS Service Agreement shall be deemed to include any
changes which are made effective pursuant to an order or regulation or
provisions of law, without prejudice to Customer s right to protest the

same; provided however, that any negotiated rates between
Caledonia and its Customer(s) shall remain in effect during the term of the ISS
Service Agreement(s).
9.   EXPIRATION OF TERM
     Prior to the expiration of the primary term or any renewed term of the
Customer s ISS Service Agreement, Caledonia shall notify Customer to withdraw
all Working Gas quantities held by Caledonia for Customer s account.  If
Customer fails to withdraw all of the Working Gas by the end of the term or
within fifteen (15)  Days of termination, then Caledonia may take, free and
clear of any adverse claims or obligations to Customer, title to such Working
Gas quantities as Customer was required to withdraw.  Caledonia s notice may be
given verbally, but shall be confirmed in writing either by facsimile, email,
or via Caledonia s Internet website.
10.  GENERAL TERMS AND CONDITIONS
Applicable provisions of the General Terms and Conditions of this FERC Gas
Tariff, as such provisions may be amended from time to time, are hereby
incorporated by reference and made a part of this ISS Rate Schedule, where
applicable, and shall supplement the terms and conditions governing service
rendered hereunder, as though stated herein; provided, however, that in the
event of any inconsistency, the terms of this ISS Rate Schedule shall
control.

AILS RATE SCHEDULE
ADVANCED INTERRUPTIBLE LOAN SERVICE
   
1.     AVAILABILITY
This AILS Rate Schedule is available to any Customer for the purchase of
advanced interruptible natural gas loan service from Caledonia, provided
that:
   
 (a)     Caledonia has determined that it has sufficient operationally
available storage, injection and withdrawal capacity to perform service
requested by Customer;
   
(b)     Caledonia has determined that service requested by Customer will not
interfere with efficient operation of its system or with service to firm
storage customers;
   
(c)     Customer and Caledonia have executed an Interruptible Loan Service
Agreement under this AILS Rate Schedule (AILS Service
Agreement);
   
(d)     Customer accepts responsibility for arranging any transportation
service required for utilization of the storage service provided under this
AILS Rate Schedule;
   
(e)     Customer satisfies the creditworthiness criteria in accordance with
Sections 3 and 24 of the General Terms and Conditions; and
   
(f)     Service under this AILS Rate Schedule may not be available to the
extent that Caledonia would be required to construct, modify, expand or
acquire any facilities to enable Caledonia to perform the requested
services.
   
2.     APPLICABILITY AND CHARACTER OF SERVICE
(a)     Service provided under this AILS Rate Schedule, including all
injections into and withdrawals from storage shall have the priority specified
in Sections 4.1 through 4.4 of the General Terms and Conditions or otherwise
to the extent provided in this AILS Rate Schedule.

(b)     Subject to the limitations and requirements set forth in this Rate
Schedule and in Customer s AILS Service Agreement, Customer shall be permitted
to request Caledonia to:
   
(i)     loan to Customer, on an interruptible basis, quantities of Gas, up to
the Customer s Maximum Advanced Interruptible Loan Quantity (MAILQ) on a daily
basis not to exceed the Maximum Daily Withdrawal Quantity (MDWQ), as limited
by the ADWQ set forth in Exhibit A of Customer s AILS Service
Agreement.
   
(ii)     return to Caledonia, on an interruptible basis, thermally equivalent
quantities of Gas, up to the Maximum Daily Injection Quantity (MDIQ), as
limited by the ADIQ set forth in Exhibit A of Customer s AILS Service
Agreement, on a daily basis, provided that Caledonia shall not be obligated
under this AILS Rate schedule on any Day to accept return of Gas in excess of
the working gas quantities loaned from storage for Customer, plus sufficient
quantities for Fuel Reimbursement.
   
(c)     Service provided under this Rate Schedule shall have the priority
specified in Sections 4.1 through 4.4 of the General Terms and Conditions of
this Tariff.
   
(d)     Customer shall not be permitted to increase its confirmed nomination
quantities under this AILS Rate Schedule, regardless of the quantities set
forth in Customer s AILS Service Agreement, if such increase would degrade
service to a Customer with equal or higher priority as set forth in Section 4
of the General Terms and Conditions.
   
(e)     Customer shall reimburse Caledonia for all other taxes associated with
the quantities held for Customer in storage under this AILS Rate Schedule.
Caledonia shall invoice Customer periodically for all taxes, if any,
attributable to the injection, storage, withdrawal or loan of
Gas.
   
(f)     Service rights under an AILS Service Agreement may not be released.
(g)     Caledonia shall establish an account for each Customer using this
service which reflects the negative Advanced Interruptible Storage Balance.
Whenever Caledonia receives AILS storage quantities from or delivers AILS
storage quantities to a Customer, Caledonia will adjust the Customer s
account, as appropriate, to reflect the new negative
balance.
   
(h)     All Gas injected into storage for Customer s account under this AILS
Rate Schedule must be injected by Customer s contract termination date,
provided that such final contract termination date shall be extended one Day
for each Day, during the 30 Days preceding Customer s final contract
termination date that Customer s AILS injections are interrupted by
Caledonia.

3.     OVERRUN SERVICE
(a)     Provided injections and withdrawals can be accepted without impeding
Caledonia s ability to meet prior service obligations, a request by Customer
to make injections in excess of its ADIQ or withdrawals in excess of its ADWQ
may be submitted to Caledonia.  In the event that Customer makes such request,
Caledonia will confirm the request to the extent that (1) additional
flexibility exists during the time period of the request, and (2) Caledonia,
using reasonable discretion, can operationally accommodate the request.
   
   
(b)     Caledonia shall have the right to interrupt or not schedule all or
part of the overrun quantity nominated, as the operation of its facilities in
its reasonable judgment may require, subject to Sections 4.1 through 4.4 of
the General Terms and Conditions of this Tariff, in which event Caledonia
shall notify Customer.
   
4.     RATES AND CHARGES
(a)     The charges to be paid by Customer, as set forth in paragraph (b)
below, shall be mutually agreed to by Caledonia.
   
(b)     For all storage service rendered under this ILS Rate Schedule,
Customer shall pay Caledonia each Month service is offered, the charges as set
forth below or other mutually agreed upon charges.
   
(i)     Loan Capacity Charge.  A charge, as set forth in Exhibit A of
Customer s AILS Service Agreement, for each Dth of Customer s Maximum Advanced
Interruptible Loan Quantity (if a reservation fee is charged), or Customer s
negative Advanced Interruptible Storage Balance (if a volumetric fee is
charged), as the case may be.  The charge may be on a daily, monthly, or other
basis per agreement between Customer and Caledonia.
   
(ii)     Injection Charge.  A charge, as set forth in Exhibit A of Customer s
AILS Service Agreement, for each Dth injected up to the ADIQ by Caledonia for
Customer s account on each Day of a given Month.
   
(iii)     Withdrawal Charge.  A charge, as set forth in Exhibit A of
Customer s AILS Service Agreement, for each Dth of Gas withdrawn up to the
ADWQ by Caledonia for Customer s account on each Day of a given
Month.
   
(iv)     Authorized Overrun Injection Charge.  A charge, as set forth in
Exhibit A of Customer s AILS Service Agreement, for each Dth of Gas injected
in excess of Customer s ADIQ on each Day of a given
Month.
   
(v)     Authorized Overrun Withdrawal Charge.  A charge, as set forth in
Exhibit A of Customer s AILS Service Agreement, for each Dth of
Gas

withdrawn in excess of Customer s ADWQ on each Day of a given Month.
(vi)     Fuel Reimbursement.  The percentage of Customer s Gas tendered for
injection which is retained by Caledonia as reimbursement for fuel used in the
provision of service and lost and unaccounted for gas as set forth in Section
11 of the General Terms and Conditions of this Tariff and Exhibit A of
Customer s AILS Service Agreement.
   
     (c)     Customer shall reimburse Caledonia for all fees, charges and
surcharges, as required by the Commission or any other regulatory body, that
are related to service provided under this AILS Rate
Schedule.
   
     (d)     Customer shall reimburse Caledonia for all other taxes associated
with the quantities held for Customer in storage under this AILS Rate
Schedule.  Caledonia shall invoice Customer periodically for all taxes, if
any, attributable to the injection, storage, withdrawal or loan of
Gas.
   
     (e)     Caledonia shall be responsible for any loss, cost, or expense
arising from any loss of Customer s Gas in Caledonia s storage that results
from Caledonia s negligence or failure to exercise due diligence.  Customer
shall be responsible for obtaining its own insurance for any Gas in storage,
and shall hold Caledonia harmless from any loss, cost, or expense arising from
any loss of storage Gas that results from a Force Majeure event or that is not
the result of Caledonia s negligence or failure to exercise due
diligence.
   
5.     MONTHLY BILL
     The monthly bill for Advanced Interruptible Loan Service shall reflect
the applicable charges set forth under Section 4 of this AILS Rate Schedule at
rates set forth in Customer s AILS Service Agreement.
   
6.     TERM
     The term for service under this AILS Rate Schedule shall be as set forth
in the executed ILS Service Agreement.  Notwithstanding anything to the
contrary in this Tariff, Caledonia may agree with any Customer, on a not
unduly discriminatory basis, to an extension of the term of a Service
Agreement for an additional term to be negotiated on a case-by-case
basis.
   
7.     NOTICES
     (a)     In the event that Caledonia determines, in its reasonable
judgment, that some or all Advanced Interruptible Loan Service(s) must be
interrupted in order to satisfy Caledonia s obligations to FSS Service
Customers, or that such interruption is otherwise necessary or is otherwise
appropriate to avoid adverse impact on the operation of Caledonia s system,
Caledonia

will notify any affected Customer receiving Advanced Interruptible Loan
Service that they are required to reduce their negative Interruptible Loan
Balance(s) over the period specified in the notice.  Such notice shall be
issued to Customers, via facsimile or email, on a price basis, where lower
price services will be noticed before higher price services.  At a maximum,
Customers will have one (1) Day in which to comply with the
notice.
   
     (b)     If Customer fails to comply with the notice given in accordance
with Section 7(a) of this AILS Rate Schedule, Caledonia may cash out the
negative Advanced Interruptible Loan Balance quantity that Customer was
advised, but failed to reduce or eliminate at replacement cost of the Gas plus
ten percent (10%) for any negative Advanced Interruptible Loan Balances not
eliminated.
   
8.     AUTHORIZATION, RATES, TERMS AND CHANGES
     (a)     Customer s AILS Service Agreement(s) and the respective
obligations of the Parties hereunder are subject to all valid laws, orders,
rules and regulations of duly constituted authorities having jurisdiction, and
are conditioned upon the issuance, by FERC and any state or local governmental
agency having jurisdiction, of requisite authorization for Caledonia to
provide the loan service contemplated herein and to construct and operate the
gas storage facilities necessary to provide such loan service and for any
connected pipeline to transport natural gas to/from the Point(s) of
Receipt/Delivery necessary to effect the loan service provided herein.
   
     (b)     Caledonia shall have the right to propose to FERC or any other
governing regulatory body such changes in its rates and terms of service as it
deems necessary, and this AILS Service Agreement shall be deemed to include
any changes which are made effective pursuant to an order or regulation or
provisions of law, without prejudice to Customer s right to protest the same;
provided however, that any negotiated rates between Caledonia and its
Customer(s) shall remain in effect during the term of the AILS Service
Agreement(s).
   
9.     EXPIRATION OF TERM
     Prior to the expiration of the primary term or any renewed term of the
Customer s AILS Service Agreement, Caledonia shall notify Customer to inject 
all Working Gas quantities previously loaned but not returned to Caledonia for
Customer s account.  If Customer fails to return all of the Working Gas by the
end of the term or within fifteen (15) Days of termination, then Caledonia
will replace such quantities and charge customer the replacement cost of the
Working Gas quantities plus 10% of the replacement cost.  Caledonia s notice
may be given verbally, but shall be confirmed in writing either by facsimile,
email, or via Caledonia s Internet website.

10.     GENERAL TERMS AND CONDITIONS
Applicable provisions of the General Terms and Conditions of this FERC Gas
Tariff, as such provisions may be amended from time to time, are hereby
incorporated by reference and made a part of this AILS Rate Schedule, where
applicable, and shall supplement the terms and conditions governing service
rendered hereunder, as though stated herein; provided, however, that in the
event of any inconsistency, the terms of this AILS Rate Schedule shall
control.

                        ILS RATE SCHEDULE
              INTERRUPTIBLE LOAN SERVICE
   
1.     AVAILABILITY
This ILS Rate Schedule is available to any Customer for the purchase of
interruptible natural gas loan service from Caledonia, provided
that:
   
                (a)     Caledonia has determined that it has sufficient
operationally available storage, injection and withdrawal capacity to perform
service requested by Customer;
   
(b)     Caledonia has determined that service requested by Customer will not
interfere with efficient operation of its system or with service to firm
storage customers;
   
(c)     Customer and Caledonia have executed an Interruptible Loan Service
Agreement under this ILS Rate Schedule (ILS Service 
Agreement);
   
(d)     Customer accepts responsibility for arranging any transportation
service required for utilization of the storage service provided under this
ILS Rate Schedule;
   
(e)     Customer satisfies the creditworthiness criteria in accordance with
Sections 3 and 24 of the General Terms and Conditions; and
   
(f)     Service under this ILS Rate Schedule may not be available to the
extent that Caledonia would be required to construct, modify, expand or
acquire any facilities to enable Caledonia to perform the requested
services.
   
2.     APPLICABILITY AND CHARACTER OF SERVICE
(a)     Service provided under this ILS Rate Schedule, including all
injections into and withdrawals from storage shall have the priority specified
in Sections 4.1 through 4.4 of the General Terms and Conditions or otherwise
to the extent provided in this ILS Rate Schedule.

(b)     Subject to the limitations and requirements set forth in this Rate
Schedule and in Customer s ILS Service Agreement, Customer shall be permitted
to request Caledonia to:
   
(i)     loan to Customer, on an interruptible basis, quantities of Gas, up to
the Customer s Maximum Interruptible Loan Quantity (MILQ) on a daily basis not
to exceed the Maximum Daily Withdrawal Quantity (MDWQ), as limited by the ADWQ
set forth in Exhibit A of Customer s ILS Service
Agreement.
   
(ii)     return to Caledonia, on an interruptible basis, thermally equivalent
quantities of Gas, up to the Maximum Daily Injection Quantity (MDIQ), as
limited by the ADIQ set forth in Exhibit A of Customer s ILS Service
Agreement, on a daily basis, provided that Caledonia shall not be obligated
under this ILS Rate schedule on any Day to accept return of Gas in excess of
the working gas quantities loaned from storage for Customer, plus sufficient
quantities for Fuel Reimbursement.

I     Service provided under this Rate Schedule shall have the priority
specified in Sections 4.1 through 4.4 of the General Terms and Conditions of
this Tariff.
   
(d)     Customer shall not be permitted to increase its confirmed nomination
quantities under this ILS Rate Schedule, regardless of the quantities set
forth in Customer s ILS Service Agreement, if such increase would degrade
service to a Customer with equal or higher priority as set forth in Section 4
of the General Terms and Conditions.
   
(e)     Customer shall reimburse Caledonia for all other taxes associated with
the quantities held for Customer in storage under this ILS Rate Schedule.
Caledonia shall invoice Customer periodically for all taxes, if any,
attributable to the injection, storage, withdrawal or loan of
Gas.
   
(f)     Service rights under an ILS Service Agreement may not be released.
(g)     Caledonia shall establish an account for each Customer using this
service which reflects the negative Interruptible Storage Balance.  Whenever
Caledonia receives interruptible storage quantities from or delivers
interruptible storage quantities to a Customer, Caledonia will adjust the
Customer s account, as appropriate, to reflect the new negative
balance.
   
(h)     All Gas injected into storage for Customer s account under this ILS
Rate Schedule must be injected by Customer s contract termination date,
provided that such final contract termination date shall be extended one Day 
for each Day, during the 30 Days preceding Customer s final contract
termination date that Customer s ILS injections are interrupted by
Caledonia.
   
3.     OVERRUN SERVICE
(a)     Provided injections and withdrawals can be accepted without impeding
Caledonia s ability to meet prior service obligations, a request by Customer
to make injections in excess of its ADIQ or withdrawals in excess of its ADWQ
may be submitted to Caledonia.  In the event that Customer makes such request,
Caledonia will confirm the request to the extent that (1) additional
flexibility exists during the time period of the request, and (2) Caledonia,
using reasonable discretion, can operationally accommodate the request.
   
   
(b)     Caledonia shall have the right to interrupt or not schedule all or
part of the overrun quantity nominated, as the operation of its facilities in
its reasonable judgment may require, subject to Sections 4.1 through 4.4 of
the General Terms and Conditions of this Tariff, in which event Caledonia
shall notify Customer.
   
4.     RATES AND CHARGES
(a)     The charges to be paid by Customer, as set forth in paragraph (b)
below, shall be mutually agreed to by Caledonia.

(b)     For all storage service rendered under this ILS Rate Schedule,
Customer shall pay Caledonia each Month service is offered, the charges as set
forth below or other mutually agreed upon charges.
   
(i)     Loan Capacity Charge.  A charge, as set forth in Exhibit A of
Customer s ILS Service Agreement, for each Dth of Customer s Maximum
Interruptible Loan Quantity (if a reservation fee is charged), or Customer s
negative Interruptible Storage Balance (if a volumetric fee is charged), as
the case may be.  The charge may be on a daily, monthly, or other basis per
agreement between Customer and Caledonia.
   
(ii)     Injection Charge.  A charge, as set forth in Exhibit A of Customer s
ILS Service Agreement, for each Dth injected up to the ADIQ by Caledonia for
Customer s account on each Day of a given Month.
   
(iii)     Withdrawal Charge.  A charge, as set forth in Exhibit A of
Customer s ILS Service Agreement, for each Dth of Gas withdrawn up to the ADWQ
by Caledonia for Customer s account on each Day of a given
Month.
   
(iv)     Authorized Overrun Injection Charge.  A charge, as set forth in
Exhibit A of Customer s ILS Service Agreement, for each Dth of Gas injected in
excess of Customer s ADIQ on each Day of a given
Month.
   
(v)     Authorized Overrun Withdrawal Charge.       A charge, as set forth in
Exhibit A of Customer s ILS Service Agreement, for each Dth of Gas withdrawn
in excess of Customer s ADWQ on each Day of a given
Month.
   
(vi)     Fuel Reimbursement.  The percentage of Customer s Gas tendered for
injection which is retained by Caledonia as reimbursement for fuel used in the
provision of service and lost and unaccounted for gas as set forth in Section
11 of the General Terms and Conditions of this Tariff and Exhibit A of
Customer s ILS Service Agreement.
   
     (c)     Customer shall reimburse Caledonia for all fees, charges and
surcharges, as required by the Commission or any other regulatory body, that
are related to service provided under this ILS Rate
Schedule.
   
     (d)     Customer shall reimburse Caledonia for all other taxes associated
with the quantities held for Customer in storage under this ILS Rate Schedule.
Caledonia shall invoice Customer periodically for all taxes, if any,
attributable to the injection, storage, withdrawal or loan of
Gas.
   
     (e)     Caledonia shall be responsible for any loss, cost, or expense
arising from any loss of Customer s Gas in Caledonia s storage that results
from Caledonia s negligence or failure to exercise due diligence.  Customer
shall be responsible for obtaining its own insurance for any Gas in storage,
and shall hold Caledonia harmless from any loss, cost, or expense arising from

any loss of storage Gas that results from a Force Majeure event or that is not
the result of Caledonia s negligence or failure to exercise due
diligence.
   
5.     MONTHLY BILL
     The monthly bill for Interruptible Loan Service shall reflect the
applicable charges set forth under Section 4 of this ILS Rate Schedule at
rates set forth in Customer s ILS Service Agreement.
   
6.     TERM
     The term for service under this ILS Rate Schedule shall be as set forth
in the executed ILS Service Agreement.  Notwithstanding anything to the
contrary in this Tariff, Caledonia may agree with any Customer, on a not
unduly discriminatory basis, to an extension of the term of a Service
Agreement for an additional term to be negotiated on a case-by-case
basis.
   
7.     NOTICES
     (a)     In the event that Caledonia determines, in its reasonable
judgment, that some or all Interruptible Loan Service(s) must be interrupted
in order to satisfy Caledonia s obligations to FSS Service Customers, or that
such interruption is otherwise necessary or is otherwise appropriate to avoid
adverse impact on the operation of Caledonia s system, Caledonia will notify
any affected Customer receiving Interruptible Loan Service that they are
required to reduce their negative Interruptible Loan Balance(s) over the
period specified in the notice.  Such notice shall be issued to Customers, via
facsimile or email, on a price basis, where lower price services will be
noticed before higher price services.  At a maximum, Customers will have one
(1) Day in which to comply with the notice.
   
     (b)     If Customer fails to comply with the notice given in accordance
with Section 7(a) of this ILS Rate Schedule, Caledonia may cash out the
negative Interruptible Loan Balance quantity that Customer was advised, but
failed to reduce or eliminate at replacement cost of the Gas plus ten percent
(10%) for any negative Interruptible Loan Balances not
eliminated.
   
8.     AUTHORIZATION, RATES, TERMS AND CHANGES
     (a)     Customer s ILS Service Agreement(s) and the respective
obligations of the Parties hereunder are subject to all valid laws, orders,
rules and regulations of duly constituted authorities having jurisdiction, and
are conditioned upon the issuance, by FERC and any state or local governmental
agency having jurisdiction, of requisite authorization for Caledonia to
provide the loan service contemplated herein and to construct and operate the
gas storage facilities necessary to provide such loan service and for any
connected pipeline to transport natural gas to/from the Point(s) of
Receipt/Delivery necessary to effect the loan service provided herein.
   
     (b)     Caledonia shall have the right to propose to FERC or any other
governing regulatory body such changes in its rates and terms of service as it
deems necessary, and this ILS Service Agreement shall be deemed to include any
changes which are made effective pursuant to an order or regulation or
provisions of law, without prejudice to Customer s right to protest the

same; provided however, that any negotiated rates between Caledonia and its
Customer(s) shall remain in effect during the term of the ILS Service
Agreement(s).
9.   EXPIRATION OF TERM
     Prior to the expiration of the primary term or any renewed term of the
Customer s ILS Service Agreement, Caledonia shall notify Customer to inject all
Working Gas quantities previously loaned but not returned to Caledonia for
Customer s account.  If Customer fails to return all of the Working Gas by the
end of the term or within fifteen (15) Days of termination, then Caledonia will
replace such quantities and charge customer the replacement cost of the Working
Gas quantities plus 10% of the replacement cost.  Caledonia s notice may be
given verbally, but shall be confirmed in writing either by facsimile, email,
or via Caledonia s Internet website.
10.  GENERAL TERMS AND CONDITIONS
Applicable provisions of the General Terms and Conditions of this FERC Gas
Tariff, as such provisions may be amended from time to time, are hereby
incorporated by reference and made a part of this ILS Rate Schedule, where
applicable, and shall supplement the terms and conditions governing service
rendered hereunder, as though stated herein; provided, however, that in the 
event of any inconsistency, the terms of this ILS Rate Schedule shall
control.

                            GENERAL TERMS AND CONDITIONS
                                      TABLE OF CONTENTS
1.     Definitions
2.     Electronic Bulletin Board
3.     Request for Natural Gas Service
4.     Priority, Interruption of Service and Operational Flow Orders
5.     Nominations and Scheduling
6.     Imbalances
7.     Gas Pressure, Quality and Measurement
8.     Billing and Payment
9.     Capacity Release
10.     Force Majeure
11.     Fuel Reimbursement
12.     Title and Risk of Loss
13.     Gas Title Transfers
14.     Penalties
15.     North American Energy Standards Board (NAESB) Standards
16.     Default, Suspension and Termination
17.     Assignment
18.     Notices
19.     Regulation
20.     Policy with Respect to Fees and Construction of New Facilities
21.     Off-System Capacity
22.     Form of Service Request
23.     Choice of Law
24.     Creditworthiness and Financial Assurances
25.     Non-Waiver of Future Default
26.     Dispute Resolution Procedures
27.     Limitation of Liability
   
1.     DEFINITIONS
1.1     "Advanced Interruptible Loan Balance" means the quantity of Gas in
Customer s account under the AILS Rate Schedule.
   
1.2     "Advanced Interruptible Storage Balance" means the quantity of Gas in
Customer s account under the AISS Rate Schedule.
   
1.3     "Authorized Overrun Quantities" means quantities of Gas which
Caledonia agrees, in its reasonable judgment, to inject or withdraw for
Customer, in excess of Customer s Available  Daily Injection
Quantity/Available Daily Withdrawal Quantity, as established in Appendix A of
Customer s Service Agreement.
   
1.4     "Available Daily Injection Quantity" shall mean the percentage of MDIQ
available for injection by Customer on any Day and that Caledonia may be
required to inject into storage, as specified in Exhibit A of Customer s
Service Agreement.

1.5     "Available Daily Withdrawal Quantity" shall mean the percentage of
MDWQ available for withdrawal by Customer on any Day and that Caledonia may be
required to withdraw from storage, as specified in Exhibit A of Customer s
Service Agreement.
   
1.6     "Caledonia" means Caledonia Energy Partners, L.L.C.
1.7     "Customer" shall mean any individual or entity executing a valid
Service Agreement with Caledonia for Service(s) hereunder.
   
1.8     "Day" shall mean a period of twenty-four (24) consecutive hours
beginning and ending at 9:00 AM central clock time (C.C.T.) including
Saturdays, Sundays and Federal Banking Holidays, except that in the event that
an obligation falls due on a Saturday, Sunday or a Federal Banking Holiday,
the obligation shall be due on the next business day.
   
1.9     "Dekatherm" or "Dth" means the quantity of heat energy that is
equivalent to one million British Thermal Units (MMBtu).  One "Dekatherm" or
"Dth" of Gas means the quantity of Gas that contains one Dekatherm of heat
energy.
   
1.10     "Deliver" or "Delivery" means the physical delivery, or its
equivalent, of Gas by Caledonia at a Point of Delivery to or for the account
of Customer.  Unless otherwise specified in an executed Service Agreement, Gas
shall be Delivered at a uniform flow rate equal to 1/24th of the scheduled
quantity.
   
1.11     "Facility" means the structure and facilities to be designed and
constructed by Caledonia for purposes of providing the Service(s) contemplated
by the Service Agreement.
   
1.12     "Force Majeure" means an event of Force Majeure as specified in
Section 10.
   
1.13     "Fuel Reimbursement" means the amount of Customer s Gas tendered for
injection which is retained by Caledonia as reimbursement for fuel used and
gas lost and unaccounted for provided in conjunction with the Service
Agreement and Section 11 of the General Terms and Conditions of this
Tariff.
   
1.14     "Gas" means natural gas of a quality at least equal to the quality
specified in Section 7.2 of the General Terms and Conditions of this
Tariff.
   
1.15     "Interruptible Loan Balance" means the quantity of Gas in Customer s
account under the ILS Rate Schedule.
   
1.16     "Interruptible Storage Balance" means the quantity of Gas in
Customer s account under the ISS Rate Schedule.
   
1.17     Internet Web Site means Caledonia s HTML site accessible via the
Internet s Worldwide Web and located at www.caledoniastorage.com
   
   
1.18     "Material Adverse Change" means a material change to (i) the
business, property, condition (financial or otherwise), results of operations,
or prospects of Customer or any

Customer guarantor, including bankruptcy or other insolvency proceeding; (ii)
a downgrade in Customer s or Customer s guarantor s credit rating, as
established by Standard & Poor s or Moody s Investments Services, Inc.; or
(iii) the validity or enforceability of the Service Agreement(s), any Customer
guaranty, or the rights or remedies of Caledonia thereunder, which, in the
reasonable judgment of Caledonia, adversely affects either (a) the ability of
Customer or Customer s guarantor to perform in a timely manner any of their
respective obligations under the Service Agreement(s) or Customer guaranty, as
applicable, or (b) the rights of Caledonia under either the Service
Agreement(s) and/or the Customer s guaranty.
   
1.19     "Maximum Advanced Interruptible Loan Quantity" or "MAILQ" means the
maximum quantity of Gas which Customer is entitled to borrow from the Facility
at any given time.
   
1.20     "Maximum Advanced Interruptible Storage Capacity" or "MAISC" means
the maximum quantity of Gas which Customer is entitled to store at the
Facility at any given time under an AISS Service
Agreement.
   
1.21     "Maximum Daily Gas Index" means the maximum daily prices from the
Daily Price Survey from Gas Daily for the following area:  Tennessee, La., 500
Leg.  To the extent that any publication or delivery area is no longer
available, Caledonia will, as a substitute, use equivalent prices from a
standard, recognized gas industry publication.
   
1.22     "Maximum Daily Injection Quantity" or "MDIQ" means the maximum daily
quantity of Gas which Customer is entitled to inject into the Facility on a
given Day, as limited by the ratchets or ADIQ set forth in Exhibit A of
Customer s Service Agreement, plus Fuel Reimbursement.
   
1.23     "Maximum Daily Withdrawal Quantity" or "MDWQ" means the maximum
quantity of Gas which Customer is entitled to withdraw on a given Day, as
limited by the ratchets or ADWQ set forth in Exhibit A of Customer s Service
Agreement. 
   
1.24     "Maximum Interruptible Storage Capacity" or "MISC" means the maximum
quantity of Gas which Customer is entitled to store at the Facility at any
given time under an ISS Service Agreement.
   
1.25     "Maximum Interruptible Loan Quantity" or "MILQ" means the maximum
quantity of Gas which Customer is entitled to borrow from the Facility at any
given time.
   
1.26     "Maximum Storage Capacity" or "MSC" means the maximum quantity of Gas
which Customer is entitled to store at the Facility at any given time under an
FSS Service Agreement.
   
1.27     "Minimum Daily Gas Index" means the minimum daily prices from the
Daily Price Survey from Gas Daily for the following area: Tennessee, La., 500
Leg.  To the extent that any publication or delivery area is no longer
available, Caledonia will, as a substitute, use equivalent prices from a
standard, recognized gas industry publication.

1.28     "Month" means a period beginning at 9:00 AM C.C.T. on the first Day
of the calendar month and ending at 9:00 AM C.C.T. on the first Day of the
following month.
   
1.29     "Party" means Caledonia or Customer.
1.30     "Point(s) of Receipt" means the point(s) where Customer shall provide
Gas to Caledonia for injection into the Facility, as specified in Appendix A
to the Service Agreement.

1.31     "Point(s) of Delivery" means the point(s) where Caledonia shall
provide, to Customer, Gas withdrawn from the Facility, as specified in
Appendix A to the Service Agreement.
   
1.32     "Potential Replacement Customer" means any individual or entity that
desires to assume any released rights to capacity of Releasing
Customer.
   
1.33     "Potential Customer" means any individual or entity that desires to
execute a Service Agreement with Caledonia.
   
1.34     "Receipt" means the physical receipt, or its equivalent, of Gas by
Caledonia at a Point of Receipt from or for the account of Customer.  Unless
otherwise specified in an executed Service Agreement, Gas shall be Received at
a uniform flow rate equal to 1/24th of the scheduled
quantity.
   
1.35     "Releasing Customer" means a Customer that has agreed to release some
or all of its rights under its Firm Storage Service
Agreement.
   
1.36     "Replacement Customer" means a Customer who has assumed released
rights to capacity of a Releasing Customer.
   
1.37     "Service(s)" means the injection, storage, withdrawal or loaning of
Gas, and any ancillary services to be performed by Caledonia for Customer
pursuant to a Service Agreement.
   
1.38     "Service Agreement" means the Firm Storage Service Agreement, the
Interruptible Storage Service Agreement or the Interruptible Loan Service
Agreement (including all Appendices), as such agreements are amended and
supplemented from time to time. 
   
1.39     "Storage Balance" means the quantity of Working Gas in Dth that a
Customer has in place at Caledonia s Facility for Customer s
account.
   
1.40     "Third Party Transporter" means any upstream or downstream third
party which provides services required to effectuate receipt/delivery of Gas
to/from Caledonia s Facility.
   
1.41     "Transporter" means Customer s transporter designated to deliver Gas
to the Point of Receipt or Customer s transporter designated to receive Gas
from the Point of Delivery.
   
1.42     "Working Gas" means all Gas that Customer has in storage.
Additional terms indicated by capitalization and utilized in the General Terms
and Conditions of this FERC Gas Tariff shall have the meaning ascribed to them
where first utilized.
   
2.     ELECTRONIC BULLETIN BOARD
2.1     In General.  Caledonia shall operate and make available to Customers
and other third parties, as set forth below, an interactive electronic
communications system (Electronic Bulletin Board (EBB)) on its Internet
Website, as set forth in 18 C.F.R. § 284.12.  All Customers taking service
under any of Caledonia s Rate Schedules shall have the capability to make use
of Caledonia s EBB as required by this Tariff.  The EBB shall be

available to any party through the internet.  All Customers and parties
making use of Caledonia s EBB shall be bound by and comply with the procedures
governing its use, as set forth in this Section and any applicable license
agreement.
2.2  Communications.
(a)  In the event of failure of all or part of the EBB system, communications
ordinarily conveyed through the EBB shall, to the extent possible, be conveyed
through a combination of telephonic, email, and facsimile
transmissions.
(b)  In the event that certain EBB functions cannot be effectively replaced,
Caledonia will, by telephone, email, or facsimile transmission, provide notice
to Customers of the suspension of that function pending restoration of EBB
operations.
2.3  Limitation.  The EBB shall be employed by Customers and other parties for
the uses identified in this Section and elsewhere in this Tariff.  To the
extent that other provisions of this Tariff prescribe that certain types of
communications should be transmitted by means other than the EBB, those
specific provisions shall govern.
2.4  Relation to Other Provisions.  Communications made in accordance with this
Section shall satisfy the requirements of the Rate Schedules, Service
Agreements, and General Terms and Conditions, as specified in this Tariff, and
shall be binding upon the parties.  Nothing in this Section, however, shall
operate to override any requirements elsewhere in this Tariff with respect to
the need for any communications, or the deadlines for such communications.  In
the event any conflict exists between this Section and any other provision of
this Tariff or of any Service Agreement, the latter provisions shall
control.
2.5  Access Requirements; Operations.  Caledonia s EBB will operate twenty-four
(24) hours per Day, seven (7) Days a week, every week of the year.  As noted in
Section 2.1 above, access to the EBB shall be available through the internet to
any Party (i) that has compatible electronic equipment, and (ii) that complies
with the provisions of this Section.
2.6  Warranty of Accuracy of Data.  All Parties using the EBB assume the
responsibility that the data they transmit through the EBB are accurate and
complete.  Each such Party further agrees that the Party receiving data
transmitted through the EBB may act in full reliance upon such
data.
2.7  Confidentiality.  All communications received through the EBB, and any data
contained therein, shall be subject to the same requirements of
confidentiality, if any, applicable to such communications had they been made
by any other means permitted under any Rate Schedule or Service
Agreement.
2.8  Determination of Receipt or Delivery of Transmissions.  An EBB transmission
shall be deemed to have been received/delivered when the transmission has been
successfully received and time-stamped.

2.9     Responsibility for Employees.  Each Party shall be responsible for the
actions of its employees with respect to use of or access to Caledonia s EBB.
Each employee and agent shall be deemed to have authority to act on behalf of
and to bind that Party with respect to any communications and data in
electronic transmission initiated by that employee or
agent.
   
2.10     Cost of Unauthorized Transmission. Use of the receiving Party s
designated site is limited to transactions permitted under this Tariff.  No
Party may use another Party s designated site for any other purpose unless
otherwise expressly authorized under a separate written agreement between the
Parties.  If any Party transmits to another Party s designated site data not
qualifying under this Tariff, the transmitting Party will be liable to
reimburse the receiving Party for any direct costs incurred as a result of
receiving any such unauthorized transmission.
   
2.11     Limitation on Access to Data.  No Party may obtain, through another
Party s designated site, on its own initiative or otherwise, any data from or
relating to the other Party except as specifically identified in this Section.
In the event any Party receives a transmission that the receiving Party knows
or should know is not directed to or intended for the receiving Party, the
receiving Party shall immediately notify the transmitting Party of such
transmission and take such reasonable action as the transmitting Party
directs.  In no event shall the receiving Party use such information to the
detriment of the transmitting Party or any other Party, or otherwise convey
the substance of such transmission to any third party.
   
2.12     Security Breaches.  Any Customer or other Party using the EBB agrees
to notify Caledonia promptly if there is any indication that a security breach
may have occurred with regard to any facilities or systems and to make any
changes in passwords or other changes necessary to ensure the continued
integrity of the EBB system.  A security breach shall include, but not be
limited to, (i) loss of confidentiality of the other Party s account name or
account number for its designated site; (ii) termination of employment of any
employee authorized to effect EBB communications; and (iii) loss of authority
to effect EBB communications by any previously authorized employee.  Caledonia
shall, to the extent possible, accommodate requests by Customers to limit the
access of designated employees or representatives of Customer to designated
portions of the EBB.
   
2.13     Responsibility for System Failure.  Each EBB user shall bear the
consequences of any failure in its own EBB-related equipment or system, and no
such failure shall in any way affect the requirements under Caledonia s Tariff
or Service Agreements for communications, including any failure by either
Party to make or receive such communications.  The standards of liability
applicable to the operation of the EBB equipment within Caledonia s ownership
and control shall be the same standards as are applicable to Caledonia s other
equipment and operations.

3.     REQUEST FOR NATURAL GAS SERVICE
3.1     In General.  Upon the availability of new firm storage capacity
resulting from an expansion of the Facility, Caledonia shall sell such firm
storage service available as a result of such capacity to prospective
Customers either through open season procedures set forth in Section 3.2
below, or through the first-come, first-served procedures described in Section
3.3 below, the selection of the procedures being at Caledonia s sole
option.
   
3.2     Open Season.

(a)     Notice of open season.  If Caledonia elects to conduct an open season
pursuant to Section 3.1, above, or if an open season is required pursuant to
Section 8 of Rate Schedule FSS, Caledonia shall post notice of the open season
on its Internet Web Site, at least ten (10) Days prior to commencement of the
open season.  Such notice shall set forth when the open season begins and
ends, where interested parties may submit requests for firm storage services,
any minimum rates or length of term, if any, Caledonia will accept for the
available capacity, and how interested parties may obtain forms for requesting
service and additional details about the open season.
   
(b)     Duration.  The open season shall commence at the time and Day
specified and for the term indicated in the notice of open season.  During
this time, Caledonia will accept requests for the firm storage services to be
available in its Facility.
   
(c)     During an open season, Caledonia will accept requests for firm storage
service(s) from Potential Customers.  Capacity will be allocated to those
Customers offering to pay the highest negotiated rates.  More specifically,
capacity will be allocated to those Customers offering to pay the highest
present value to Caledonia over the term of each Service Agreement.  Caledonia
reserves the right to give first priority to bids where:  (i) the reservation
charges meet or exceed a threshold value; and (ii) the length of term meets or
exceeds a threshold value.  If, upon allocation of capacity to those Customers
meeting these criteria, capacity remains, Caledonia may, in its reasonable
judgment, allocate capacity to Customers offering bids meeting other criteria.
Present value of the reservation charges shall be calculated in accordance
with the following formula:
   
PV = 1 - (1 + i)-n x (R) x (V)
i
Where:     i =     The prime rate as published by the Wall Street Journal on
the first Day of the open season plus five percent (5%) (or 500 basis points),
the sum of which is then divided by twelve (12).
   
n =     The term of the Service Agreement, in Months.
R =     the reservation charge(s) bid
V =     MSC (Volume stated in Dth)
(d)     During the allocation process of an open season, should requests for
firm storage service exceed available capacity, capacity will first be
allocated to the highest present value bids received for firm storage service.
When remaining unallocated capacity is not sufficient to meet the next highest
present value bidder s capacity requirements for firm storage service, that
next highest bidder has the option of declining the remaining capacity.
Caledonia will then offer the remaining capacity to the next highest bidder,
until all the remaining capacity is allocated or until such time that the next
highest bidder s terms did not meet the minimum requirements set forth in the
Open Season.
   
(e)     Should the next highest present value bid in Section 3.2(c) above be
submitted by two or more Customers (e.g., tied bids) and there is insufficient
remaining capacity available to serve such Customers, then capacity will be
allocated to the Customers on a pro rata basis.

(f)     Execution of Agreements.  A Customer allocated service in an open
season shall be required to execute Service Agreement(s) for firm service no
later than fifteen (15) consecutive Days following the close of the open
season or forfeit the service that has been allocated to
it.
   
(g)     Caledonia will accept requests for firm service for any capacity
remaining available after an open season.  The remaining capacity shall be
allocated on a first come, first served basis.  That is, the first Customer
offering to pay a rate for service that Caledonia finds acceptable shall be
allocated capacity.
   
3.3     Capacity for firm service that becomes available in the Facility
outside of an open season or for which Caledonia determines, pursuant to
Section 3.1, above, not to hold an open season, or for which a current
Customer has not exercised its right of first refusal pursuant to Section 8 of
Rate Schedule FSS, shall be posted on Caledonia s Internet Web Site pursuant
to Section 284.13(d)(1) of the Commission s regulations and shall be allocated
on a first-come, first-served basis to the first prospective Customer offering
to pay a rate for service that Caledonia deems acceptable.  From time to time,
Caledonia may negotiate with Customers for prearranged storage service for a
future period or for interim service.
   
3.4     Requests.  Any potential Customer wishing to obtain service from
Caledonia under Rate Schedule FSS after an open season shall submit in writing
to Caledonia a request for service in substantially the same format as that
shown in Section 22.  Such request may be delivered in person or submitted by
United States mail, overnight courier service, or facsimile transmission.
Caledonia shall evaluate and respond to Potential Customer s request within
five (5) business Days of its receipt.  If Caledonia and Potential Customer
mutually agree to the rates Potential Customer will pay for service, Caledonia
shall, subject to execution of a Service Agreement, endeavor to provide
service within the time specified in the written request.  Potential
Customer s request for service shall be considered complete only if the
information specified in Sections 3.5 and 3.6 is provided in writing.
   
Requests for service may be sent to.
Caledonia Energy Partners, L.L.C.
2001 Timber Creek Road
Flower Mound, TX 75028
Attn:     Jim Goetz
Phone     (972) 691-3332
Fax  (972) 874-8743
3.5     Request Fee.  All requests for firm service shall be accompanied by 
the total reservation charge(s) as stated in the request for service for a one
(1) Month period as earnest money for the requested service.  This amount
shall be applied toward the charges first due from Customer.  If a firm
service request is not granted by Caledonia, the fee submitted with the
request for service will be refunded to Potential Customer.  Caledonia
reserves the right to waive the Request Fee in a not unduly discriminatory
manner.

3.6     Information Requirements.  Each request shall include the following
information:
   
(a)     Customer s name, address, representative and telephone number for both
statements and invoices.
   
(b)     A statement of whether Customer is a local distribution company (LDC),
an intrastate pipeline company, an interstate pipeline company, a
marketer/broker, producer, end user or other type of entity (which other
entity must be described).
   
(c)     A statement of whether Customer is affiliated with Caledonia.

(d)     Type of service requested, whether FSS, ISS, or ILS.
(e)     Quantity requested.  MDIQ, MDWQ, ADIQ, ADWQ and
MSC/MAISC/MISC/MAILQ/MILQ requested (stated in Dth).
   
(f)     Price offered by Customer for each service and rate component
requested.
   
(g)     Term of service, including the date service is requested to commence
and the date service is requested to terminate.
   
(h)     Evidence of creditworthiness.  Acceptance of a service request and/or
continuation of service is contingent upon a satisfactory credit appraisal by
Caledonia.  To enable Caledonia to conduct such credit appraisal, Customer
shall submit the following information; provided, however, that receipt of
such material shall not be deemed acceptance of a request for service by
Caledonia, which determination shall be made by Caledonia only after its
receipt of the material and information set forth below and a determination by
Caledonia that Customer is sufficiently creditworthy.
   
(1)     Customer shall provide current financial statements, annual reports,
l0-K reports or other filings with regulatory agencies which discuss
Customer s financial status, a list of all corporate affiliates, parent
companies and subsidiaries, and any reports from credit reporting and bond
rating agencies which are available.  Caledonia shall determine the
acceptability of the Customer s overall financial condition;
   
(2)     Customer shall provide a bank reference and at least two trade 
references.  The results of reference checks and any credit reports submitted
in 3.6(h)(1) must show that Customer s obligations are being paid on a
reasonably prompt basis;
   
(3)     Customer shall confirm in writing that Customer is not operating under
any chapter of the bankruptcy laws and is not subject to liquidation or debt
reduction procedures under state laws, such as an assignment for the benefit
of creditors, or any informal creditors  committee agreement.  An exception
can be made for a Customer who is a debtor in possession operating under
Chapter XI of the U.S. Bankruptcy Code but only with adequate assurance that
the service billing will be paid promptly as a cost of administration under
the bankruptcy court s jurisdiction;
   
(4)     Customer shall confirm in writing that Customer is not aware of any
change in business conditions which would cause a substantial deterioration in
its financial condition, a condition of insolvency or the inability to exist
as an ongoing business entity;
   
(5)     If Customer has an on-going business relationship with Caledonia, no
delinquent balances shall be outstanding for services made previously by
Caledonia and Customer must have paid its account in the past according

     to the established terms and not made deductions or withheld payment for
claims not authorized by contract; and
   
(6)     Customer shall confirm in writing that no significant collection 
lawsuits or judgments are outstanding which would seriously reflect upon the
business entity s ability to remain solvent.
   
(i)     In the event Customer cannot provide the information specified in
Section 3.6(h) above, Customer shall, if applicable, provide that information
for its parent company.
   
(j)     Caledonia shall not be required to perform or to continue Service
under any Rate Schedule on behalf of any Customer which is or has become
insolvent or which, at Caledonia s request, fails within a reasonable period
to demonstrate creditworthiness in accordance with Section 3.6(h); provided,
however, that such Customer may receive service under any Rate Schedule if
Customer provides Financial Assurances pursuant to Section 24.  If Caledonia
determines that a Customer is or, subsequent to the commencement of Service on
Caledonia s system, has become uncreditworthy, Caledonia will notify that
Customer via e-mail and facsimile stating that the Customer has been
determined to be uncreditworthy.  Within ten (10) Days of such notice,
Caledonia will provide the uncreditworthy Customer a written explanation of
the reasons for such loss of creditworthiness and will provide a recourse for
Customer to challenge such determination. For purposes of this Section 3.6(j),
the insolvency of a Customer shall be conclusively demonstrated by the filing
by Customer, or any parent entity thereof or guarantor of Customer, of a
voluntary petition in bankruptcy or the entry of a decree or order by a court
having jurisdiction in the premises adjudging Customer, or any parent entity
thereof or guarantor of Customer, bankrupt or insolvent, or approving, as
properly filed, a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of Customer, or any parent entity thereof or
guarantor of Customer, under the U.S. Bankruptcy Code or any other applicable
federal or state law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of Customer, or any parent entity
thereof or guarantor of Customer, or of any substantial part of their
property, or the ordering of the winding-up or liquidation of their affairs,
with said order or decree continuing unstayed and in effect for a period of
sixty (60) consecutive Days.
   
3.7     Additional Information.
(a)     Customer shall also promptly provide such additional Customer credit
information as may be reasonably required by Caledonia, at any time during the
term of service under a Service Agreement, to enable Caledonia to determine
Customer s creditworthiness.
   
(b)     After receipt of a request for service, Caledonia may require that
Customer furnish additional information as a prerequisite to Caledonia
offering to execute a Service Agreement with Customer.  Such information may
include proof of Customer s lawful right and/or title to cause the Gas to be
delivered to Caledonia for service under this FERC Gas Tariff and of
Customer s contractual or physical ability to cause such Gas to be delivered
to and received from Customer s designated Point of Delivery and/or
Receipt.

(c)     Should Customer desire Caledonia to provide service pursuant to
Section 311 of the Natural Gas Policy Act, Customer shall provide to Caledonia
a statement warranting that Customer complies with all requirements for
receiving service pursuant to Section 311 and the FERC s regulations
thereunder, including, but not limited to, compliance with the "on-behalf-of"
requirement then in effect.
   
3.8     Request Validity.  If Caledonia has tendered a Service Agreement for
execution to Customer and Customer fails to execute the agreement as tendered
within fifteen (15) consecutive Days from the date the agreement is received
by Customer, Caledonia may consider Customer s service request void.  For
service under FSS, AISS, ISS, AILS, or ILS Rate Schedules, Caledonia will not
be required to tender a Service Agreement to Customer for execution that
relates to requests for service for which Caledonia does not have sufficient
available firm or interruptible quantity.
   
3.9     Customer s Performance.  Customer is required to provide to Caledonia
any such other information if required in order for Caledonia to comply with
any FERC reporting or other requirements.
   
3.10     Complaints.  In the event that Customer or Potential Customer has a
complaint relative to service under this FERC Gas Tariff, Customer or
Potential Customer shall provide a description of the complaint, including the
identification of the service request (if applicable), and communicate it
to:

Caledonia Energy Partners, L.L.C.
2001 Timber Creek Road
Flower Mound, TX 75028
Attn:     Jim Goetz
Phone     (972) 691-3332Fax  (972) 874-8743
Caledonia will respond initially within forty-eight (48) hours and in writing
within thirty (30) Days of receipt of the complaint advising Customer or
Potential Customer of the disposition of the complaint.
   
   
3.11     Information.
(a)     Any person may request information on pricing, terms of service or
capacity availability by contacting Caledonia at the following
address:
   
Caledonia Energy Partners, L.L.C.
2001 Timber Creek Road
Flower Mound, TX 75028
Attn:     Jim Goetz
Phone     (972) 691-3332Fax  (972) 874-8743
(b)     Each Customer will be provided with a list of phone numbers for
Caledonia s Gas dispatch and control personnel, who are on-call twenty-four
(24) hours a Day.
   
3.12     Construction of Facilities.  Caledonia shall not be required to
provide any requested service under any rate schedule which would require
construction or acquisition by Caledonia of new facilities, or expansion of
the existing Facility.
   
4.     PRIORITY, INTERRUPTION OF SERVICE AND OPERATIONAL FLOW ORDERS
4.1     Priority of Service.  Any Customer executing a Service Agreement with
Caledonia shall be entitled to Gas Services in the following order of
declining priority:
   
(a)     Firm Storage Service (FSS) at primary Point(s) of Receipt, not in
excess of MDIQ (as limited by ADIQ), and at primary Point(s) of Delivery, not
in excess of MDWQ (as limited by ADWQ), located on Caledonia s
system.
   
(b)     Make-up volumes to correct prior variances between (i) Transporter
under a balancing agreement, (ii) Customer and Caledonia, and (iii) Customer
and Transporter if the variance was due to Caledonia s failure to receive or
deliver Customer s scheduled volumes.
   
(c)     Advanced Interruptible Storage Service and Advanced Interruptible Loan
Service, pursuant to Section 4.2, below.
   
(d)     Interruptible Storage Service, Interruptible Loan Service and
Authorized Overrun Quantities under all Rate Schedules shall be pursuant to
Section 4.3, below.

If a capacity constraint is anticipated or planned (for example, due to system
maintenance), Caledonia shall post a notice of the anticipated constraint on
its Internet Web Site at least forty-eight (48) hours in advance of the start
of the constraint period.
   
4.2     Advanced Interruptible Storage Service and Advanced Interruptible Loan
Service.  Agreements relating to Advanced Interruptible Storage Service and
Advanced Interruptible Loan Service obligations and extensions of the service
shall have priority as follows:
   
(a)     The order of priority relating to service requests for service
under the AISS and AILS Rate Schedules shall be based on the highest present
value to Caledonia over the term of the Service Agreement, as calculated by
the formula set forth in Section 3.2(c), above.
   
(b)     Should two or more requests under Advanced Interruptible Storage
Service or Advanced Interruptible Loan Service by Customers have the same
priority, capacity will be allocated to each Customer on a pro rata
basis.
   
4.3     Interruptible Service and Authorized Overrun Quantities.  Agreements
relating to Interruptible Storage Service and Interruptible Loan Service
obligations and Authorized Overrun Quantities (as set forth in FSS, AISS, ISS,
AILS, and ILS Rate Schedules) and extensions of the service shall have
priority as follows:
   
(a)     The order of priority relating to service requests for service under
the ISS and ILS Rate Schedules and Authorized Overrun Quantities under all
Rate Schedules shall be based on the average daily interruptible storage,
loan, injection, withdrawal or overrun charge agreed to by Caledonia and
Customer, with the highest charge calculated on a daily basis given highest
priority.
   
(b)     Should two or more requests under Interruptible Storage Service,
Interruptible Loan Service or Authorized Overrun Quantities under all Rate
Schedules by Customers have the same priority, capacity will be allocated to
each Customer on a pro rata basis.
   
4.4     Interruption.
(a)     If on any Day Caledonia s capability to receive or deliver quantities
is impaired so that Caledonia is unable to receive or deliver all the
quantities which are scheduled, then interruption of service shall be made in
the reverse order of priority set forth in Sections 4.1, 4.2 and 4.3.  If Firm
Storage Service must be interrupted, interruption of service to FSS Customers
shall be pro rata based on ADWQ, ADIQ or MSC, as applicable.  Interruption of
service to Interruptible Storage Service Customers, Interruptible Loan Service
Customers and to Customers utilizing Authorized Overrun Quantities under all
Rate Schedules shall be based on the charges paid by Customer, with the
transaction at the lowest price to Caledonia being interrupted first.  Any
ties shall be interrupted on a pro rata basis.

(b)     Caledonia shall provide Customer as much advance notice of any
interruption as is practicable under the circumstances.  Such notice shall be
made by telephone, facsimile, e-mail or via the Internet Web Site, as
appropriate, and shall state the reduced quantities of Gas that Caledonia
estimates it will be able to store, inject, withdraw, or loan, as applicable,
and the estimated duration of the interruption.
   
(c)     If interruption is required, Caledonia and Customer shall cooperate to
the extent possible in making adjustments to receipt, deliveries, injections
or withdrawals to minimize injury to any property or
facilities.
   
(d)     Caledonia shall not be liable for any loss or damage to any person or
property caused, in whole or in part, by any interruption of service, except
to the extent caused solely by Caledonia s negligence or willful
misconduct.

4.5  Operational Flow Orders.  Caledonia, in its discretion, shall have the
right to issue OFOs when in its judgment it is necessary to maintain or restore
the operational integrity of Caledonia s storage system.
4.5.1     OFO Notice, Contents and Procedures.  Caledonia shall issue an OFO as
expeditiously as is reasonably practicable in the circumstances, utilizing
electronic communication, (information transmitted via Caledonia s Internet
Website, electronic delivery mechanism prescribed by NAESB or other mutually
agreed communication methodologies used to transmit and receive information,
including communication by telephone).  Caledonia shall post and provide
Customers with updated information concerning the status of operational
variables related to the OFO as soon as it is available.  Each OFO will contain
the following provisions:
   
(a)  time and date of issuance;
   
(b)  time that the OFO is considered to be effective (if no time is specified,
the OFO shall be effective immediately);
   
(c)  duration of the OFO (if none is specified, the OFO will be effective until
further notice);
   
(d)  the party or parties receiving the OFO;
   
(e)  the quantity of Gas required to remedy the operational condition requiring
the issuance of the OFO; and
   
(f)  any other terms Caledonia may reasonably require to ensure the
effectiveness of the OFO.
   
4.5.2     Failure to Comply with OFO.  If Customer or agent fails to comply with
the terms of an OFO, for any reason other than force majeure on an upstream or
downstream pipeline, such Customer shall be :  (a) liable for any damages
including, but not limited to direct, consequential, exemplary or punitive
damages incurred by Caledonia or any other affected party as a result of such
failure; and (b) subject to the following penalty for each Dth of gas
associated with the quantity of gas that does not comply with the
OFO:
   
     $15 + spot price
   
For purposes of this section 4.5.2, "spot price" shall mean the highest daily
spot price during the OFO period for the location Tennessee, La., 500 Leg as
reported in the Daily Price Survey in the industry publication of Gas Daily
plus applicable transportation costs to move gas to the Caledonia Storage
Facility.  Notwithstanding anything to the contrary in

this Section 4.5.2, if Customer is required to make a nomination pursuant to an
OFO, unless critical circumstances dictate otherwise, no damages and/or
penalties will be assessed unless Customer is given the opportunity to correct
the circumstances giving rise to the OFO.
   
4.5.3     Caledonia s Liability for OFOs.  Caledonia shall not be liable to any
person for any costs, damages or other liability associated with the issuance
of, or the failure to issue, any OFOs, provided, however, Caledonia shall be
liable for acts of negligence or undue discrimination, such standards to be
judged in light of the emergency conditions under which OFOs are
issued.
   
4.5.4     Caledonia s Scheduling Authority.  Caledonia shall have the right to act
as a scheduling agent for a Customer s account if (a) the Customer refuses to
schedule Gas injections or withdrawals as specified by an OFO; or (b) if
Caledonia requires additional quantities in less than the twenty-four (24) hour
notice period normally required for an OFO, and the Customer has refused a
verbal request to schedule the required quantity of
Gas.
   
5.   NOMINATIONS & SCHEDULING
5.1  During any Day when Customer desires Caledonia to inject or withdraw Gas,
Customer shall submit a nomination to Caledonia via facsimile or via the
Internet Web Site that includes, but is not limited to, the following
information:  quantity, flow period, upstream transportation contract
number(s), downstream transportation contract number(s), Customer name and
Service Agreement number, and the Customer s authorized employee name and
telephone number.  All nominations shall be based on a daily quantity and
stated in Dth per day.
All nominations shall include Customer defined commencement and termination
dates.  All nominations, excluding intra-day nominations, have rollover
options.  Specifically, Customers have the ability to nominate for several
Days, Months, or years, provided the nomination commencement and termination
dates are within the term of Customer s contract.
Overrun quantities should be requested on a separate transaction.

5.2  Caledonia will accept nominations for service as follows:
(a)  Nomination Standards.  Nominations shall be submitted and processed in
accordance with the standards set forth in this Section 5.2(a).  Caledonia
shall support the following standard nomination cycles:
(1)  The Timely Nomination Cycle:  11:30 a.m. for nominations leaving control of
the nominating party; 11:45 a.m. for receipt of nominations by Caledonia; noon
to send Quick Response; 3:30 p.m. for receipt of completed confirmations by
Caledonia from upstream and downstream connected parties; 4:30 p.m. for receipt
of scheduled quantities by Customer and point operator (C.C.T. on the Day prior
to flow).
(2)  The Evening Nomination Cycle:  6:00 p.m. for nominations leaving control of
the nominating party; 6:15 p.m. for receipt of nominations by Caledonia; 6:30
p.m. to send Quick Response; 9:00 p.m. for receipt of completed confirmations
by Caledonia from upstream and downstream connected parties; 10:00 p.m. for
Caledonia to provide scheduled quantities to affected Customers and point
operators, and to provide scheduled quantities to bumped parties (notice to
bumped parties), (C.C.T. on the Day prior to flow).
     Scheduled quantities resulting from an evening Nomination should be effective
at 9:00 a.m. on the Day.
(3)  The Intraday 1 Nomination Cycle:  10:00 a.m. for nominations leaving
control of the nominating party; 10:15 a.m. for receipt of nominations by
Caledonia; 10:30 a.m. to send Quick Response; 1:00 p.m. for receipt of
completed confirmations by Caledonia from upstream and downstream connected
parties; 2:00 p.m. for Caledonia to provide scheduled quantities to affected
Customers and point operators, and to provide scheduled quantities to bumped
parties (notice to bumped parties), (C.C.T. on the Day).  Scheduled quantities
resulting from Intraday 1 Nominations should be effective at 5:00 p.m. on the
Day.
(4)  The Intraday 2 Nomination Cycle:  5:00 p.m. for nominations leaving control
of the nominating party; 5:15 p.m. for receipt of nominations by Caledonia;
5:30 p.m. to send Quick Response; 8:00 p.m. for receipt of completed
confirmations by Caledonia from upstream and downstream connected parties; 9:00
p.m. for Caledonia to provide scheduled quantities to affected Customers and
point operators, (C.C.T. on the Day).  Scheduled quantities resulting from
Intraday 2 Nominations should be effective at 9:00 p.m. on the Day.  Bumping is
not allowed during the Intraday 2 Nomination Cycle.
(b)     Elapsed-Prorated-Scheduled Quantity.  With respect to intra day nominations
for reductions in previously scheduled quantities, Caledonia may accept any
explicitly confirmed

quantity, down to and including zero, for such intra day nomination; provided,
however, if such intra-day nomination requires confirmation from an upstream
and/or downstream interconnected pipeline, then any intra-day nomination to
reduce previously scheduled quantities will be subject to, and limited to,
the reduced quantity confirmed by such upstream and/or downstream
interconnected pipeline.
(c)  Nominations will be processed for scheduling in the order in which they
were received, by priority level as described in Section 4 of the General Terms
and Conditions of this FERC Gas Tariff.  Nominations received after the
nomination deadline should be scheduled after the nominations received before
the nomination deadline.
(d)  Notices provided under this Section 5.2 must be submitted in writing via
facsimile or the Internet Web Site.  Customer shall provide notice of any
changes in deliveries to or receipt from Caledonia to all transporters and
shall be responsible for, and shall hold Caledonia harmless, from, any and all
liabilities and expense resulting from any such changes, unless the added
expense is due to the negligence of Caledonia.
5.3  Customer shall make available and tender any Gas to be injected hereunder
and receive and accept delivery, upon tender by Caledonia, any Gas requested to
be withdrawn from storage.  The quantity of Gas stored for the account of
Customer shall be increased or decreased upon injection or withdrawal of Gas
from storage, as applicable.  Customer shall not (unless otherwise agreed by
Caledonia) receive or deliver Gas, nor shall Caledonia be obligated to receive
Gas or deliver Gas on an hourly basis at rates of flow in excess of one
twenty-fourth (1/24) of Customer s MDIQ (as limited by ADIQ) or MDWQ (as
limited by ADWQ), respectively.  As determined by Caledonia in its sole and
reasonable judgment, flow rates above one twenty-fourth (1/24) of Customer s
MDIQ (as limited by ADIQ) or MDWQ (as limited by ADWQ) may be permitted.
6.   IMBALANCES
6.1  Caledonia-Caused Imbalances.  The Parties recognize and acknowledge that
(i) if Caledonia fails to receive Gas from Customer or deliver Gas to Customer
in accordance with Customer s nominations made pursuant to the scheduling
procedures, then Customer may incur an imbalance on one or more pipelines
(Caledonia Pipeline Imbalance) and (ii) both positive and negative inventory
imbalances may occur at the Facility (whether as the result of Caledonia
Pipeline Imbalance of otherwise) that could result in greater or lesser volumes
of Gas residing in the Facility than would otherwise be reflected in the
aggregate of all of the Gas Storage Balance Accounts of all Customers of
Caledonia at the Facility (any such imbalance being sometimes referred to
herein as a Storage Operational Imbalance).  In the event that at any given
time either a Caledonia Pipeline Imbalance or a Storage Operational Imbalance
(collectively, Caledonia-Caused Imbalances) should occur, the Parties agree
that such imbalances shall be treated as either a positive or negative
imbalance, as appropriate, in Caledonia s Gas Storage Balance Account at the
Facility and the Gas Storage Balance Account of Customer under the Service
Agreement shall be unaffected by such occurrences.  Caledonia agrees that,
notwithstanding the occurrence of such Caledonia-Caused Imbalances, (a)
Customer will

at all times be entitled to all applicable services specified under the
Service Agreement, subject however, to the pressure requirements and
such other terms and conditions hereof as may be applicable; (b) Caledonia
shall, as soon as practicable after the occurrence of any such Caledonia-Caused
Imbalance, cause the imbalance to be remedied by either injecting Gas into the
Facility or withdrawing Gas from the Facility, such that any Caledonia Pipeline
Imbalance is remedied and the relative Gas Storage Balance Accounts of Customer
and Caledonia at the Facility are brought back into balance; and (c) Caledonia
shall indemnify and hold Customer harmless from and against all costs and
penalties that may be assessed by any third person (whether a Pipeline or other
person) and any other losses that may ensue as a result of the occurrence of any
such Caledonia-Caused Imbalances.
6.2  Customer-Caused Imbalances.  The Parties recognize and acknowledge that if,
from time to time, Customer fails to deliver Gas to Caledonia or to accept
delivery of Gas from Caledonia in accordance with Customer s nominations made
pursuant to the scheduling procedures (Customer Receipt/Delivery Failure), then
Customer or Caledonia may incur an imbalance on one or more pipelines (Customer
Pipeline Imbalance).  Both Caledonia and Customer recognize and agree that, if
as a result of a Customer Receipt/Delivery Failure, either (i) a Customer
Pipeline Imbalance occurs and as a result thereof, any Pipeline assesses an
imbalance penalty, fee or other charge; or (ii) a Storage Operational Imbalance
occurs and as a result thereof, Caledonia suffers or incurs any penalties,
charges or other costs assessed by any person (whether a Pipeline, another
customer of Caledonia, of any other person), or Caledonia incurs any other
losses or liabilities, then Customer shall indemnify and hold Caledonia
harmless from and against all such penalties, charges, costs, liabilities and
other losses as the result of the occurrence of any such Customer
Receipt/Delivery Failure.
7.   GAS PRESSURE, QUALITY AND MEASUREMENT
7.1  Gas Pressure.  Caledonia shall redeliver Gas to Customer at pressures
sufficient to enter the Third Party Transporter s facilities at the Point(s) of
Delivery against the operating pressures maintained by such Third Party
Transporter(s).  Caledonia shall not be required to redeliver gas at pressures
in excess of or below those required by Third Party Transporter(s) or in excess
of Third Party Transporter(s) maximum allowable operating pressure (MAOP).
Customer shall deliver or cause to be delivered to Caledonia all Gas at the
Point(s) of Delivery at such pressures as may exist from time to time in the
Third Party Transporter s system.
7.2  Quality.  Gas delivered by or on behalf of the Customer to Caledonia shall
conform to the Third Party Transporter s gas quality standards.  In the event
that Gas scheduled for Delivery by Customer fails to meet such quality
specifications, Caledonia shall have the right to refuse to accept Delivery of
such Gas for so long as such condition exists.  Gas redelivered by Caledonia
shall conform to the Third Party Transporter s quality standards; provided,
however, that if the Gas tendered for Delivery to Customer by Caledonia is
substantially the same quality in all material respects as the quality of Gas

that Customer delivered to Caledonia, then it shall be deemed to have complied
in all respects with its Delivery obligations to Customer
hereunder.
7.3  Measurement.  All Gas delivered by or to Customer will be measured by the
metering facilities at each Point of Receipt and Delivery.  Each Party shall
preserve all test data, charts and other similar records regarding the
measurement of Gas delivered hereunder for a period of not less than two (2)
years following the Month of Delivery.
Customer and Caledonia recognize that, from time to time, volumes nominated by
Customer for Receipt or Delivery may be displaced or netted out by volumes
nominated for Receipt or Delivery by other Customers and as such may not be
actually physically metered, but may be metered by measurement facilities of
the delivering or receiving pipeline, as applicable.
8.   BILLING AND PAYMENT
8.1  Monthly Statement.  Caledonia shall render to Customer, on or before the
tenth (10) Day of each Month, a statement which sets forth the charges owed by
Customer to Caledonia for the proceeding Month s Service.  The Statement will
include (a) the applicable rates; (b) the quantities being billed at each rate;
and (c) documentation sufficient to support billed quantities.  The quantities
being billed will be based on volumes nominated by Customer and confirmed by
Caledonia, subject to Sections 5 and 8.3 of the General Terms and Conditions of
this Tariff.
8.2  Payment.  Unless otherwise agreed, Customer shall pay by wire transfer in
immediately available funds to Caledonia the full amount due to Caledonia under
the statements rendered by Caledonia on or before the later of (a) ten (10)
Days after Customer s receipt of same, or (b) the twentieth (20th) Day of the
issuing Month.  If the Day for payment should fall upon a Saturday, Sunday or
Federal Banking Holiday, then such payment shall be made on the next business
Day.  If Customer fails to pay such amounts when due, then interest shall
accrue on all unpaid amounts from the date due until paid at the FERC-approved
interest rate.
8.3  Billing Adjustments.  If an error is discovered by either Caledonia or
Customer in the amount billed in any statement rendered by Caledonia, Caledonia
shall use its best efforts to correct any such billing error within sixty (60)
Days of the discovery of such error.  In the event a dispute arises as to the
amount payable in any statement rendered by Caledonia hereunder, Customer shall
nevertheless pay the total amount payable to Caledonia under the statement
rendered pending resolution of the dispute.  Such payment shall not be deemed
to be a waiver of the right by Customer to recoup any overpayment, or by
Caledonia to recoup any underpayment, in either case with interest thereon at
the same rate specified in Section 8.2.  All statements shall be considered
final, and any and all objections thereto shall be deemed waived, unless made
in writing within twenty-four (24) months of Customer s receipt thereof.
Disputes shall be resolved in accordance with Section 26 of the General Terms
and Conditions of this Tariff.

9. CAPACITY RELEASE

Any Customer under Rate Schedule FSS may seek to release for assignment to

others any or all of its firm service entitlements on a full Day or an intraday

basis, on a permanent or a temporary basis, and on a firm or recallable basis,

subject to the following terms and conditions:

9.1 Notice of Offer. A Customer offering to release firm service

entitlements shall notify Caledonia via the Internet Web site of the terms of its

offer by the posting deadline as determined pursuant to Section 9.3 herein.

Caledonia will post this information on the Internet Web Site. The Customer may

propose a pre-arranged designated Replacement Customer to which the capacity would

be released. Offers shall be binding unless written or electronic notice of

withdrawal is received by Caledonia prior to the close of the applicable bid

period; provided, however, such withdrawal shall only be valid if such Customer has

an unanticipated requirement for such capacity and no minimum bid has been made.

The notice must contain the reason for withdrawal which Caledonia shall post on the

Internet Web Site. The offer shall contain the following minimum information:

(a) Customer’s legal name and the name/title of individual who

has authorized the offer to release;

(b) Caledonia’s Storage Service Agreement number;

(c) A description of the capacity to be released, including the

Maximum Storage Capacity, the Maximum Daily Injection Quantity, the Maximum Daily

Withdrawal Quantity, the Available Daily Injection Quantity, the Available Daily

Withdrawal Quantity and the associated Point(s) of Receipt and Point(s) of

Delivery, subject to the proposed release and subject to the daily quantity

limitations described in Section 9.2 below;

(d) The proposed effective date and term of the release;

(e) The identity of any pre-arranged designated Replacement

Customer, a statement as to whether the Prearranged Customer is an asset manager

(as defined by FERC regulations at 18 C.F.R. § 284.8(h)(3)) or marketer

participating in a state-regulated retail access program (as defined by FERC

regulations at 18 C.F.R. § 284.8(h)(4)), and the full terms of such pre-arranged

release;

(f) The method to be applied in evaluating bids, allocating

capacity and breaking ties, as described below;

(g) Whether, to what extent, and the conditions pursuant to

which capacity will be subject to recall for a full Day or on an intraday basis,

and if recallable, any reput methods and rights associated with returning the

previously released capacity to the Replacement Customer;

(h) Whether bids on a volumetric rate basis may be submitted,

and, if so, the method for evaluating any such bids, including how to rank bids if

bids are also to be accepted on a demand charge basis, and any other special conditions;

(i) Any extensions of the minimum posting/bid periods;

(j) Whether Releasing Customer desires to utilize the

first-come, first-served option for short-term releases described in Section 9.6

below and any minimum terms applicable thereto;

(k) Other special terms and conditions Customer imposes on the

release of its capacity, including, but not limited to, minimum rates, term and

quantity;

(l) For purposes of bidding and awarding, any minimum rates

specified by the Releasing Customer shall include the reservation rate and all

demand surcharges, as a total number or as stated separately;

(m) Whether the release is on a permanent or a temporary basis;

(n) An e-mail address for the Releasing Customer contact

person. It is Customer’s responsibility to update e-mail address information

provided to Caledonia, as necessary; and

(o) A detailed description of any storage inventory that must be

transferred with released storage capacity.

9.2 Intraday Release Quantity. The daily contractual entitlement that

can be released by a Releasing Customer for an intraday release is limited to the

lesser of:

(i) the quantity contained in the offer submitted by the Releasing Customer;

or

(ii) a quantity equal to 1/24th of the Releasing Customer’s MDIQ (as limited by

ADIQ) and MDWQ (as limited by ADWQ) for the contract to be released multiplied by

the number of hours between the effective time of the release and the end of the

Day.

This allocated daily contractual entitlement shall be used for purposes of

nominations, billing, and if applicable, for overrun calculations.

The MSC that can be released by a Releasing Customer for an intraday release is

limited to a quantity not in excess of the Releasing Customer’s MSC less the

Releasing Customer’s Storage Balance.

9.3 Posting and Bidding Timeline. For the Capacity Release business

process timing model, only the following methodologies shall be supported by

Caledonia and provided to Releasing Customers as choices from which they may select

and, once chosen, shall be used in determining the awards from the bid(s)

submitted. They are: 1) highest rate, 2) net revenue and 3) present value. Other

choices of bid evaluation methodology (including other Releasing Customer defined

evaluation methodologies) can be accorded similar timeline evaluation treatment at

Caledonia’s discretion. However, Caledonia is not required to offer other choices

or similar timeline treatment for other choices. Further, Caledonia shall not be

held to the timeline specified in Sections 9.3(a) and 9.3(b) below should the

Releasing Customer elect another method of evaluation. Should the Releasing

Customer elect another method of evaluation, the timeline specified in Section

9.3(c) below shall apply. The proposed duration of Customer’s release determines

the minimum bid period for the Customer’s offer pursuant to this Section 9.

The Capacity Release timeline is applicable if (i) all
information provided by the parties to the transaction is valid and the
Replacement Customer has been determined to be creditworthy before the capacity
release bid is tendered and (ii) there are no special terms or conditions of
the release.
The Capacity Release timeline is as follows:
(a)  For biddable releases of less than one (1) year:
     Offers shall be tendered by 12:00 p.m. C.C.T. an a Business Day;
     The bid period shall end at 1:00 p.m. C.C.T. on the same Business Day;
     Evaluation period begins at 1:00 p.m. C.C.T. on the day the bid period ends,
during which contingency is eliminated, determination of best bid is made, and
ties are broken;
     Evaluation period ends and award is posted if no match is required at 2:00
p.m. C.C.T. the same day;
     Match or award is communicated by 2:00 p.m. C.C.T;
     If the Prearranged Customer s bid is not the "best bid", Caledonia shall allow
such Prearranged Customer a matching period of thirty (30) minutes from 2:00
p.m. until 2:30 p.m. C.C.T. on the day the Bid Period ends, or such later time
as specified in the Releasing Customer s offer, to determine whether to match
the "best bid" and to notify Caledonia of its decision.
     If a match is required, the award will be posted by 3:00 p.m. C.C.T.
   
Caledonia will issue a contract within one hour of the award posting (with a
new contract number, when applicable).  Nominations for Gas flow are possible
beginning at the next available nomination cycle for the effective date of the
contract.  Such nominations will be processed in accordance with the nomination
and scheduling requirements of Section 5 of the General Terms and Conditions;
however, in no circumstance will Gas flow prior to the effective date of the
release as specified in Releasing Customer s offer.
   
(b)  For biddable releases of one year or longer:
     Offers shall be tendered by 12:00 p.m. C.C.T. four Business Days before the
award;
     The bid period shall end at 1:00 p.m. C.C.T. on the Business Day before timely
nominations are due (open season is three Business
Days);
     Evaluation period begins at 1:00 p.m. C.C.T. on the day the bid period ends,
during which contingency is eliminated, determination of best bid is made, and
ties are broken;
     Evaluation period ends and award is posted if no match is required at 2:00
p.m. C.C.T. the same day;
     Match or award is communicated by 2:00 p.m. C.C.T.;

  * If the Prearranged Customer’s bid is not the “best bid,” Caledonia shall allow

such Prearranged Customer a matching period of thirty (30) minutes from 2:00 p.m.

C.C.T. until 2:30 p.m. C.C.T. to determine whether to match the “best bid” and to

notify Caledonia of its decision.

* If a match is required, the award will be posted by 3:00 p.m. C.C.T.


 

Caledonia will issue a contract within one hour of the award posting (with a new

contract number, when applicable). Nominations for Gas flow are possible beginning

at the next available nomination cycle for the effective date of the contract.

Such nominations will be processed in accordance with the nomination and scheduling

requirements of Section 5 of the General Terms and Conditions; however, in no

circumstance will Gas flow prior to the effective date of the release as specified

in Releasing Customer’s offer.


 

(c) Timeline for Non-biddable Releases

If Customer specifies a bid evaluation methodology other than those stated in

Section 9.3 or any special terms or conditions, the above timelines shall apply;

provided, however, one additional Business Day will be added to the evaluation

period. Subsequent deadlines will be delayed by such additional Business Day,

causing Gas flow to occur at least one day later than under the standard timelines

set forth in Sections 9.3(a) and 9.3(b).


 

(d) Releases Not Subject to Bidding

Prearranged capacity releases of a duration of thirty-one (31) days or less, to an

asset manager (as defined by FERC regulations at 18 C.F.R. § 284.8(h)(3)), or to a

marketer participating in a state-regulated retail access program (as defined by

FERC regulations at 18 C.F.R. § 284.8(h)(4)) are not required to be posted for

bidding pursuant to Section 9.3. Nonetheless, Customer may elect to post one of

the foregoing releases for bidding pursuant to Section 9.3 and all other terms and

conditions of the release are met, Customer shall notify Caledonia by providing

the information pursuant to Section 9.1, which information will be posted on the

Internet Web Site as required by Section 9.5 in accordance with the following

timelines:


 

Timely Cycle:

Posting of prearranged deals not subject to bid are due by 10:30 a.m. C.C.T.


 

Evening Cycle:

Posting of prearranged deals not subject to bid are due by 5:00 p.m. C.C.T.


 

Intraday 1 Cycle:

Posting of prearranged deals not subject to bid are due by 9:00 a.m. C.C.T.

Intraday 2 Cycle:

Posting of prearranged deals not subject to bid are due by 4:00 p.m. C.C.T.

Prior to the nomination deadline for the chosen cycle for the begin date specified

in the Customer notice, the Prearranged Customer must initiate confirmation of

prearranged deals electronically. Caledonia will issue a contract within one hour

of award posting (with a new contract number, when applicable). Nominations for

Gas flow are possible beginning at the next available nomination cycle for the

effective date of the contract. Such nominations will be processed in accordance

with the nomination and scheduling requirements of Section 5 of the General Terms

and Conditions; however, in no circumstance will Gas flow prior to the effective

date of the release as specified in Releasing Customer’s offer. If a release of

capacity is exempt from bidding because it is for a term of thirty-one (31) days

or less, a Customer may not roll-over, extend, or in any way continue the release

to the same Customer using the thirty-one (31) day or less bidding exemption,

unless the Customer complies with the posting and bidding requirements of Section

9.3 or not less than twenty-eight (28) days have elapsed since the conclusion of

the prior release period.

Caledonia shall post offers and bids, including pre-arranged deals, upon receipt,

unless Releasing Customer requests otherwise. If Releasing Customer requests a

posting time, Caledonia shall support such request insofar as it comports with the

standard timeline. A Releasing Customer cannot specify an extension of the

original bid period or the pre-arranged deal match period, without posting a new

release.

9.4 Pre-arranged Releases. Customer may designate an entity

(pre-arranged designated Replacement Customer) to which it has agreed to release

the capacity upon specified terms and conditions. Customer’s offer to release

under such a pre-arranged transaction shall be subject to the posting and bidding

procedures described in Sections 9.5 and 9.6, herein, with the pre-arranged

designated Replacement Customer being given a right to match the best bid submitted

during the bid period; provided, however, if a pre-arranged transaction with a

designated Replacement Customer is for a period of 31 days or less, the Releasing

Customer shall provide notice to Caledonia in accordance with this section and may

implement the release without complying with such prior posting and bidding

procedures. Notice of such exempted releases shall be posted on the Internet Web

site in accordance with Section 9.3 herein.

9.5 Posting. Following receipt of a notice of offer to release

capacity which satisfies the requirements set forth in this section, Caledonia

will post such information on its Internet Web site in accordance with the

timeline set forth in Section 9.3 herein.

9.6 Bidding and Selection of Replacement Customer. All bids must

contain the applicable information required in this section. If Releasing

Customer desires to solicit bids for releases of 31 days or less, to an asset

manager (as defined by FERC regulations at 18 C.F.R. § 284.8(h)(3)) or to a

marketer participating in a state-regulated retail access program (as defined by

FERC regulations at 18 C.F.R. § 284.8(h)(4)), it may direct Caledonia to post

notice of the availability of such

capacity and, in lieu of permitting bids during the otherwise applicable
posting period, award the capacity to the bidder which submits first in time
a valid bid meeting any minimum terms specified by the Releasing Customer.
Any bid submitted by a Replacement Customer shall include an e-mail address
for at least one contact person, and it is the Customer s responsibility to
update e-mail address information provided to Caledonia, as necessary.  A
bidder may not have more than one eligible bid for the same release offer at
any time.  Bids shall be binding until written or electronic notice of
withdrawal is received by Caledonia before the end of the bid period.  Bids
cannot be withdrawn after the bid period ends.  Once a bid is withdrawn, that
bidder may only submit a new bid pursuant to that release offer if it is at a
higher rate than the withdrawn bid.  Caledonia shall evaluate the bids in
accordance with the provisions of this section and determine the best bid in
accordance with the timelines set forth in Section 9.3 herein.  Caledonia shall
notify Releasing Customer, the best bidder, and any pre-arranged designated
Replacement Customer of such determination in accordance with the timelines set
forth in Section 9.3 herein.
If there is a pre-arranged designated Replacement Customer, it may exercise its
right to match such best bid by providing written notice of such exercise to
Caledonia and Releasing Customer in accordance with the timelines set forth in
Section 9.3 herein.  After the Replacement Customer is selected, Caledonia will
finalize an appropriate Addendum to the Capacity Release Umbrella Agreement in
the form contained in this FERC Gas Tariff.  Caledonia will provide a copy of
this Addendum to the Replacement Customer via facsimile, at which time the
Replacement Customer will have the same rights and obligations as any other
existing Customer on Caledonia s system.  Following implementation of the
release, Caledonia shall post notice of the winning bidder on the Internet Web Site.
9.7  Best Bid.  When Caledonia makes awards of capacity for which there have
been multiple bids meeting minimum conditions, Caledonia shall award the bids,
best bid first, until all offered capacity is awarded.  The capacity being
awarded represents the Maximum Daily Injection Quantity (as limited by the
ADIQ), Maximum Daily Withdrawal Quantity (as limited by the ADWQ), or Maximum
Storage Capacity.  These quantities are separate parts of the capacity and are
awarded until one of the quantities is fully awarded, at which point all
capacity is deemed to be fully awarded.  Caledonia shall evaluate and determine
the best bid among those otherwise consistent with any terms and conditions
specified by the Releasing Customer as follows:
(a)  Caledonia shall apply the standard or criteria for such determination
specified by the Releasing Customer, including the standard to be used for
breaking ties.  Any standard or criteria so specified must be objective,
economic, not unduly discriminatory, not contrary to applicable provisions of
this FERC Gas Tariff, applicable to all Potential Replacement Customers and
require Caledonia in applying such standard to exercise no more than a
ministerial function.  The Releasing Customer shall indemnify and hold
Caledonia harmless from and against all demands, losses, claims, expenses,
causes of action and/or damages suffered or incurred by Caledonia arising out
of or related to any determination of a "best bid" pursuant to a standard
specified, supplied, approved or provided by Releasing Customer.
(b)  In default of Releasing Customer specifying a bid evaluation standard,
Caledonia shall determine the bid or bids generating the highest net present
value, using a 10%

discount factor, based on the rate bid (reservation or demand component),
the applicable quantity(ies) and term or period bid upon.  In default of
Releasing Customer specifying a method to break ties priority will be given
on a pro rata basis tied to MSC bid.
9.8  Qualification of Prospective Replacement Customer.  A prospective
Replacement Customer must be on Caledonia s approved bidders list before bids
may be posted, must satisfy all requirements of the applicable rate schedule
and the General Terms and Conditions of this FERC Gas Tariff and must have
executed a Capacity Release Umbrella Agreement.  To be on the approved bidders
list, the prospective Replacement Customer must satisfy Caledonia s credit
requirements as outlined in Section 3 and Section 24 of the General Terms and
Conditions, and provide the information required by Section 3 and Section 24 of
the General Terms and Conditions.  Such credit appraisal shall be reevaluated
and updated every three (3) months.  The prospective Replacement Customer shall
remain on the approved bidders list until such prospective Replacement Customer
(i) notifies Caledonia to the contrary, (ii) no longer meets the credit
qualifications established in Section 3 and Section 24 of the General Terms and
Conditions, or (iii) is suspended from the approved bidders list in the event,
and for such time as, such Replacement or Prearranged Customer fails to pay
part or all of the amount of any bill for service in accordance with Section 8
of the General Terms and Conditions.  Caledonia will apply its creditworthiness
criteria to assess the submission.  Caledonia will waive the creditworthiness
requirement on an non-discriminatory basis for Replacement Customers and permit
them to submit bids, if the Releasing Customer provides Caledonia with a
guarantee or other form of credit assurance in form and substance satisfactory
to Caledonia of all financial obligations prior to the commencement of service
to the Replacement Customer.
9.9  Nominations.  Following its selection, and prior to the flow of Gas, the
Replacement Customer shall be permitted to submit nominations pursuant to the
terms and conditions of the applicable rate schedule and the General Terms and
Conditions of this FERC Gas Tariff.
9.10     Billing.  The Replacement Customer shall be billed and make payments to
Caledonia in accordance with the applicable rate schedule, other provisions of
this FERC Gas Tariff and of its Storage Service Agreement incorporating its bid
terms.  In accordance with the terms of the release, the Replacement Customer
shall pay or be liable for the usage charges (plus all applicable surcharges,
Fuel Reimbursement, taxes, penalties, etc.) applicable under the relevant rate
schedule attributable to its usage of the released capacity.  Caledonia shall
continue to bill the Releasing Customer all applicable charges under its
existing Storage Service Agreement, excluding usage charges (plus all
applicable surcharges, Fuel Reimbursement, taxes, penalties, etc.) billed to
the Replacement Customer and attributable to its usage of the released
capacity.  Invoices sent to the Releasing Customer shall reflect a credit equal
to any reservation charges (plus all surcharges applicable thereto) being
billed to the Replacement Customer for the released capacity rights, or as
otherwise agreed.  If the Replacement Customer fails to pay when due all or
part of the amounts credited to the Releasing Customer, Caledonia shall pursue
payment from the Replacement Customer by notifying such customer by registered
letter, return receipt requested, that it has five Days from receipt of such
letter to pay the amount due including any applicable interest.  If the
Replacement Customer fails to pay such amount by the

end of the fifth Day, Caledonia shall reverse the credit and bill the
Releasing Customer for such past due amounts, plus applicable interest.
If Releasing Customer proposes a Permanent Release of its capacity,
Caledonia will agree to discharge the Releasing Customer of its
obligations on a prospective basis in whole or in part provided
(i) the Replacement Customer meets the requirements in Section 24 of
these General Terms and Conditions, (ii) Caledonia would be financially
indifferent, as determined by Caledonia in its reasonable discretion,
to the discharge if such discharge is granted, and (iii) Caledonia s
lenders agree to such discharge.
   
9.11     Rights and Obligations of the Parties.
   
(a)   The Service Agreement between the Releasing Customer and Caledonia
shall remain in full force and effect with the Releasing Customer to
receive a credit to its invoice as described in Section 9.10 above.
If the Replacement Customer fails to pay all or part of the amounts
credited to the Releasing Customer after the five day notification period
specified in Section 9.10, Caledonia shall reverse the credit and bill
the Releasing Customer for such past due amounts, plus applicable
interest.  The Service Agreement executed by the Replacement Customer
shall be fully effective and enforceable by and against the Replacement
Customer.  The Replacement Customer may also release capacity pursuant
to this section, and in such event and for such purposes, shall be
considered the Releasing Customer,
   
(b)   Caledonia shall accept nominations, schedule service, afford
priority of service and interrupt service based on instructions and
communications from the Releasing Customer and the Replacement
Customer which are consistent with one another and with the terms
and conditions of Caledonia s FERC Gas Tariff and their respective
Service Agreements.  In the event that instructions or nominations
from the Releasing Customer and Replacement Customer are, in Caledonia s
opinion, inconsistent or conflicting, Caledonia shall comply with the
instructions of the Releasing Customer; provided, however, that such
instructions must not be inconsistent with Caledonia s FERC Gas Tariff
or the terms of either the Releasing Customer s or Replacement Customer s
Service Agreement, in Caledonia s opinion.  The Releasing Customer
will indemnify Caledonia against any claim or suit by the Replacement
Customer, its successors or assigns, arising from any action taken by
Caledonia in reliance upon the Releasing Customer s nominations and
instructions and will hold Caledonia harmless for any action taken by
Caledonia in reliance upon the nominations and scheduling instructions
of the Replacement Customer; provided, however, that the Releasing
Customer shall not be liable for the Replacement Customer s failure to
pay the usage charges (plus all applicable surcharges, Fuel
Reimbursement, taxes, penalties, etc.) billed to the Replacement
Customer and attributable to its usage of the released capacity.  The
Replacement Customer will indemnify Caledonia against any claim or suit
by the Releasing Customer, its successors or assigns, arising from any
action taken by Caledonia in reliance upon the nominations and
scheduling instructions of the Replacement Customer and will hold
Caledonia harmless for any actions taken by Caledonia in reliance
upon the instructions of the Releasing Customer.
   
9.12  Marketing Fee.  If Caledonia and the Releasing Customer so
agree, Caledonia may receive a negotiated fee for its marketing efforts.

9.13     Limitations
(a)   Releases and assignments hereunder shall be for period(s) of one
or more Day(s) and the maximum term shall not extend beyond the
expiration of this FERC Gas Tariff provision or beyond the expiration
of the Releasing Customer s Service Agreement.

(b)  Caledonia may invalidate any offer to release or any bid subsequent to its
posting on the Internet Web Site which does not conform to the requirements of
this section and the other provisions of this FERC Gas Tariff and such
invalidated offer or bid shall be deemed null and
void.
(c)  Any terms and conditions imposed on the offer to release by the Releasing
Customer as provided for in this section must be objectively stated,
reasonable, capable of administration or implementation by Caledonia without
any material increase in burden or expense, applicable to all potential
bidders, not unduly discriminatory, and consistent with the terms and
conditions of this FERC Gas Tariff and Releasing Customer s Service
Agreement.
(d)  A Releasing Customer may re-release to the same Replacement Customer, where
such first release was not subject to posting and bidding pursuant to Section
9.4, for a term of 31 Days or less only if: 1) a period of 28 Days has elapsed
after the first release for 31 Days or less has expired or 2) the Point(s) of
Receipt and/or Point(s) of Delivery for the re-release is different from the
Point(s) of Receipt and/or Point(s) of Delivery of the first release or 3) the
Releasing Customer causes the posting of an offer to release capacity or of a
pre-arranged transaction to be made, and capacity is allocated on the basis of
bids submitted.
(e)  If the Releasing Customer retains recall rights, it shall specify the
condition(s) precedent to such recall and any recall.  Releasing Customer may,
to the extent permitted as a condition of the capacity release, recall released
capacity (scheduled or unscheduled) at a Timely Nomination cycle and the
Evening Nomination cycle, and recall unscheduled released capacity at the
Intra-Day 1 and Intra-Day 2 Nomination cycles by providing notice to Caledonia
by the following times for each cycle: 8:00 a.m. C.C.T. for the Timely
Nominations cycle; 5:00 p.m. C.C.T. for the Evening Nomination Cycle; 8:00 a.m.
C.C.T. for the Intra-Day 1 Nomination cycle, and 3:00 p.m. C.C.T. for the
Intra-Day 2 Nomination cycle.  Notification to Replacement Customers provided
by Caledonia within one hour of receipt of recall notification.  The Releasing
Customer shall exercise and administer such recall rights and Caledonia may
rely on the Releasing Customer s notice and instructions.  Releasing Customer
shall indemnify and hold Caledonia harmless from and against all demands,
losses, causes of action, expenses and/or damages resulting from or relating to
Releasing Customer s exercise of its recall rights and Caledonia s compliance
therewith including claims by the affected Replacement Customer(s).  Caledonia
shall also support the function of reputting by Releasing Customers.  Reput
method and rights must be in the Releasing Customer s offer to release capacity.
(f)  Following the awarding of capacity to a Replacement Customer in accordance
with the procedures provided in this section, the Releasing Customer s rights
and Caledonia s obligations under the Releasing Customer s Service Agreement
shall be modified and subject to the capacity rights released and assigned to
the Replacement Customer for the term of such release.  Effecting a release
pursuant to the provisions of this section shall constitute Releasing
Customer s consent and agreement to such amendment or modification of its
existing Service Agreement.

(g)  The offer to release by a Customer under Rate Schedule FSS must specify the
quantities of MSC, MDIQ (and associated ADIQ limits), MDWQ (and associated ADWQ
limits) or rights offered, and actually available on the effective date of the
assignment, and the exercise of which rights, in conjunction with Releasing
Customer s exercise of its retained rights, will not violate any maximum or
minimum quantity requirements or limitations applicable under the Rate Schedule
or the respective Service Agreements.  Releasing Customer shall be responsible
for ensuring, if applicable, whether by the withdrawal or transfer-in-place of
a portion of its Storage Balance or otherwise as required, that such storage
capacity, and the corresponding ability to inject/withdraw Gas up to the
Maximum Storage Capacity released, in accordance with the terms and conditions
of the Rate Schedule and within the time remaining in the injection and/or
withdrawal period, as applicable, shall be available upon the commencement of
the release.  A Replacement Customer under Rate Schedule FSS must comply with
all obligations imposed under such Rate Schedule and its rights to store,
withdraw and/or inject Gas will be subject to the provisions thereof.  If the
Releasing Customer proposes to, or requires a transfer-in-place of the portion
of its Storage Balance in conjunction with its release and assignment of
storage capacity rights, it shall so specify in its offer to release and such
transfer shall be implemented contemporaneously with the release and assignment
subject to compliance with the provisions of Section 13 of these General Terms
and Conditions.  The Replacement Customer must withdraw the portion of its
Maximum Storage Capacity by the end of the term of the release.  In lieu of
withdrawing the portion of its Storage Balance, the Replacement Customer can
also attempt to effect a transfer of the portion of its Storage Balance to
another storage service Customer as provided in Section 13 of these General
Terms and Conditions.  If the Replacement Customer fails to withdraw or
transfer the portion of its Storage Balance by the end of the term of its
release, title to the portion of Customer s remaining Storage Balance will be
vested, at no cost, to the Releasing Customer which released its capacity to
the Replacement Customer on a temporary basis.
11.  FORCE MAJEURE
Neither Caledonia nor Customer shall be liable in damages to the other for any
act, omission or circumstance occasioned by or in consequence of any acts of 
God, strikes, lockouts, acts of the public enemy, wars, blockades,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
storms, floods, washouts, arrests and restraints of rulers and peoples, civil
disturbances, explosions, breakage or accident to machinery or lines of pipe,
the binding order of any court or governmental authority which has been
resisted in good faith by all reasonable legal means, and any other cause,
whether of the kind herein enumerated or otherwise, not reasonably within the
control of the Party claiming suspension and which by the exercise of due
diligence such Party is unable to prevent or overcome.  Failure to prevent or
settle any strike or strikes shall not be considered to be a matter within the
control of the Party claiming suspension.
Such causes or contingencies affecting the performance hereunder by Caledonia
or the Customer, however, shall not relieve either Party of liability in the
event of its concurring negligence or in the event of its failure to use due
diligence to remedy the situation and to remove the cause in an adequate manner
and with all reasonable dispatch, nor shall such causes or contingencies
affecting such performance relieve Customer from its obligations to make
payments of amounts then due hereunder.

11.     FUEL REIMBURSEMENT
11.1     Categories of Fuel Usage.  Fuel usage is comprised of fuel utilized
and lost and unaccounted for volumes to the extent required for the operation
and maintenance of Caledonia s Facility.
   
11.2     Fuel Reimbursement.  Fuel Reimbursement shall be calculated
separately for services under FSS, ISS and ILS Rate Schedules.  Each Fuel
Reimbursement charge shall be negotiated by Caledonia and Customer.
Reimbursement of fuel must be made in kind (as a percentage of injection in
Dth), as set forth in Customer s Service Agreement(s).
   
12.     TITLE AND RISK OF LOSS
(a)     Title.  Customer warrants that it will have good title to all natural
gas delivered to Caledonia for storage, and that such Gas will be free and
clear of all liens, encumbrances and claims whatsoever, and that it will
indemnify Caledonia and save it harmless from all suits, actions, debts,
amounts, damages, costs, losses and expenses arising from or out of adverse
claims of any and all persons to said Gas.
   
(b)     Risk of Loss.  As between Customer and Caledonia, Customer shall be in
control and possession of the Gas prior to Delivery to Caledonia for injection
at the Point(s) of Receipt and after at the Point(s) of Delivery, and shall
indemnify and hold Caledonia harmless from any damage or injury caused
thereby.  Caledonia shall be in control and possession of the Gas after the
Delivery of the same for injection at the Point(s) of Receipt and until
Delivery by Caledonia to Customer at the Point(s) of Delivery, and shall
indemnify and hold Customer harmless from any damage or injury caused thereby,
except for damages and injuries caused by the sole negligence of Customer.
The risk of loss for all Gas injected into, stored in and withdrawn from
storage shall remain with Customer, and Caledonia shall not be liable to
Customer for any loss of Gas, except as may be occasioned due to the
intentional or grossly negligent acts or omissions of Caledonia.  Any losses
of Gas, unless due to the intentional or grossly negligent acts or omissions
of Caledonia, shall be shared proportionately by all Customers.  Customer
retains title to Gas at all times.
   
13.     GAS TITLE TRANSFERS
13.1     Title Transfers of Gas in Storage.
(a)     A Customer that has executed a Service Agreement under FSS and ISS
Rate Schedules may sell Storage Inventory to any other Customer that has
executed a Service Agreement under FSS, AISS and ISS Rate Schedules or AILS
and ILS Rate Schedules if related to a return of a prior loan of Gas
if:
   
(i)     Customer selling Storage Inventory provides notification to
Caledonia s dispatcher prior to the nomination deadline and provides Caledonia
with written verification of the transfer within three business Days;
and

(ii)     The purchase does not cause either Customer to exceed its MSC or MISC, as
applicable and as specified in the Customer s Service Agreement, or cause
either Customer s balance to go below zero or above zero in the case of a loan
of Gas.
(b)  Caledonia will recognize the transfer for purposes of computing available
Storage Balance on a prospective basis within twenty-four (24) hours after
receiving the notification.  In the event the required written verification is
not received, the transfer will no longer be recognized and the Storage Balance
for each Customer will be restated to reflect the reversal of the
transfer.
14.  PENALTIES
14.1     Customer shall be liable for and shall be required to reimburse Caledonia
for all penalties, charges and fees which Caledonia is required to pay to
Transporter(s) as a consequence of Customer s actions.  The recovery of such
penalty amounts shall be on an as-billed basis.
14.2     In addition to the payment of the penalties set forth in Section 14.1
herein, the responsible Customer shall also be liable for, and shall reimburse
Caledonia, for all costs incurred by Caledonia as a consequence of such
Customer s actions.
14.3     Crediting of Penalty Revenues   Caledonia shall credit the actual penalty
revenues, net of Caledonia s costs related to the penalty event, received by
Caledonia from Customers in any calendar year, by invoice credit to all
Customers who did not incur penalty charges in the Month for which such
revenues were received.  Such credits shall be made on a pro rata basis, based
on a Customer s total reservation and commodity charges paid each Month.  Such
credit shall be made not later than the March accounting Month statement sent
subsequent to the calendar year-end by Caledonia.  Any revenue collected and
retained by Caledonia pursuant to this section shall accrue interest calculated
pursuant to Section 154.501(d) of the Commission s Regulations.

15. NORTH AMERICAN ENERGY STANDARDS BOARD (NAESB) STANDARDS

Pursuant to Order Nos. 587, et al., promulgated by the

FERC in Docket No. RM96-1, the following NAESB Standards,

Version 1.8, are hereby incorporated by reference into

Caledonia’s FERC Gas Tariff.

Version 1.8:

General Standards: 0.1.3, 0.2.1, 0.2.2, 0.2.3, 0.3.1, 0.3.2,

0.3.3, 0.3.4, 0.3.5, 0.3.6, 0.3.7, 0.3.8, 0.3.9, 0.3.10, 0.3.11,

0.3.12, 0.3.13, 0.3.14, 0.3.15, and 0.4.1.


 

Nominations Related Standards:

1.1.17, 1.1.18, 1.1.22, 1.2.1, 1.2.2, 1.2.3, 1.2.5, 1.2.6,

1.2.8, 1.2.9, 1.2.10, 1.2.11, 1.2.12, 1.2.13, 1.2.14, 1.2.15,

1.2.16, 1.2.17, 1.2.18, 1.2.19, 1.3.1, 1.3.2(v), 1.3.2(vi),

1.3.3, 1.3.4, 1.3.5, 1.3.8, 1.3.9, 1.3.13, 1.3.14, 1.3.15,

1.3.16, 1.3.17, 1.3.18, 1.3.20, 1.3.21, 1.3.22, 1.3.23, 1.3.24,

1.3.25, 1.3.26, 1.3.27, 1.3.28, 1.3.29, 1.3.30, 1.3.31, 1.3.32,

1.3.34, 1.3.35, 1.3.36, 13.37, 1.3.38, 1.3.39, 1.3.40, 1.3.41,

1.3.42, 1.3.43, 1.3.44, 1.3.45, 1.3.46, 1.3.47, 1.3.48, 1.3.49,

1.3.50, 1.3.41, 1.3.52, 1.3.43, 1.3.54, 1.3.55, 1.3.56, 1.3.57,

1.3.58, 1.3.59, 1.3.60, 1.3.61, 1.3.62, 1.3.63, 1.3.64, 1.4.65,

1.3.66, 1.3.67, 1.3.68, 1.3.69, 1.3.70, 1.3.71, 1.3.72, 1.3.73,

1.3.74. 1.3.75. 1.3.76, 1.3.77, 1.3.79, 1.4.1, 1.4.2, 1.4.3,

1.4.4, 1.4.5, 1.4.6, and 1.4.7.


 

Flowing Gas Related Standards:

2.1.6, 2.2.1, 2.2.2, 2.2.3, 2.2.4, 2.2.5, 2.3.1, 2.3.2, 2.3.3,

2.3.4, 2.3.5, 2.3.6, 2.3.7, 2.3.8, 2.3.9, 2.3.10, 2.3.11,

2.3.12, 2.3.13, 2.3.14, 2.3.15, 2.3.16, 2.3.17, 2.3.18, 2.3.19,

2.3.20, 2.3.21, 2.3.22, 2.3.23, 2.3.25, 2.3.26, 2.3.27, 2.3.28,

2.3.29, 2.3.30, 2.3.31, 2.3.32, 2.3.33, 2.3.34, 2.3.35, 2.3.40,

2.3.41, 2.3.42, 2.3.43, 2.3.44, 2.3.45, 2.3.46, 2.3.47, 2.3.48,

2.3.49, 2.3.50, 2.3.51, 2.3.52, 2.3.53, 2.3.54, 2.3.55, 2.3.56,

2.3.57, 2.3.58, 2.3.59, 2.3.60, 2.3.61, 2.3.62, 2.3.63, 2.3.64,

2.3.65, 2.4.1, 2.4.2, 2.4.3, 2.4.4, 2.4.5, 2.4.6, 2.4.7, 2.4.8,

2.4.9, 2.4.10, 2.4.11, 2.4.12, 2.4.13, 2.4.14, 2.4.15, 2.4.16,

2.4.17, and 2.4.18.


 

Invoicing Related Standards:

3.3.1, 3.3.2, 3.3.3, 3.3.4, 3.3.5, 3.3.6, 3.3.7, 3.3.8, 3.3.9,

3.3.10, 3.3.11, 3.3.12, 3.3.13, 3.3.14, 3.3.15, 3.3.16, 3.3.17,

3.3.18, 3.3.19, 3.3.20, 3.3.21, 3.3.22, 3.3.23, 3.3.24, 3.3.25,

3.3.26, 3.4.1, 3.4.2, 3.4.3, and 3.4.4.


 

Quadrant Electrionic Delivery Mechanism Related Standards:

4.1.16, 4.1.17, 4.1.18, 4.1.19, 4.1.20, 4.1.21, 4.1.22, 4.1.23,

4.1.24, 4.1.26, 4.1.27, 4.1.28, 4.1.29, 4.1.30, 4.1.31, 4.1.32,

4.1.33, 4.1.34, 4.1.35, 4.1.36, 4.1.37, 4.1.38, 4.1.39, 4.1.40,

4.2.1, 4.2.2, 4.2.3, 4.2.4, 4.2.5, 4.2.6, 4.2.7, 4.2.8, 4.2.9,

4.2.10, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 4.2.15, 4.2.16, 4.2.17,

4.2.18, 4.2.19, 4.2.20, 4.3.1, 4.3.2, 4.3.3, 4.3.5, 4.3.16,

4.3.17, 4.3.18, 4.3.20, 4.3.22, 4.3.23, 4.3.24, 4.3.25, 4.3.26,

4.3.27, 4.3.28, 4.3.29, 4.3.30, 4.3.31, 4.3.32, 4.3.33, 4.3.34,

4.3.35, 4.3.36, 4.3.38, 4.3.39, 4.3.40, 4.3.41, 4.3.42, 4.3.43,

4.3.44, 4.3.45, 4.3.46, 4.3.47, 4.3.48, 4.3.49, 4.3.50, 4.3.51,

4.3.52, 4.3.53, 4.3.54, 4.3.55, 4.3.56, 4.3.57, 4.3.58, 4.3.59,

4.3.60, 4.3.61, 4.3.62, 4.3.65, 4.3.66, 4.3.67, 4.3.68, 4.3.69,

4.3.72, 4.3.73, 4.3.74, 4.3.75, 4.3.76, 4.3.77, 4.3.78, 4.3.79,

4.3.80, 4.3.81, 4.3.82, 4.3.83, 4.3.84, 4.3.85, 4.3.86, 4.3.87,

4.3.89, 4.3.90, 4.3.91, 4.3.92, and 4.3.93.

Capacity Release Related Standards:

5.1.2, 5.1.3, 5.1.4, 5.2.1, 5.2.3, 5.3.3, 5.3.4, 5.3.5, 5.3.7,

5.3.8, 5.3.9, 5.3.10, 5.3.11, 5.3.12, 5.3.13, 5.3.14, 5.3.14,

5.3.15, 5.3.16, 5.3.17, 5.3.18, 5.3.19, 5.3.20, 5.3.21, 5.3.22,

5.3.23, 5.3.24, 5.3.25, 5.3.26, 5.3.27, 5.3.28, 5.3.29, 5.3.30,

5.3.31, 5.3.32, 5.3.33, 5.3.34, 5.3.35, 5.3.36, 5.3.37, 5.3.38,

5.3.39, 5.3.40, 5.3.41, 5.3.42, 5.3.43, 5.3.44, 5.3.45, 5.3.46,

5.3.47, 5.3.48, 5.3.49, 5.3.50, 5.3.51, 5.3.52, 5.3.53, 5.3.54,

5.3.55, 5.3.56, 5.3.57, 5.3.58, 5.3.59, 5.3.60, 5.4.1, 5.4.2,

5.4.3, 5.4.4, 5.4.5, 5.4.6, 5.4.7, 5.4.8, 5.4.9, 5.4.10, 5.4.11,

5.4.12, 5.4.13, 5.4.14, 5.4.15, 5.4.16, 5.4.17, 5.4.18, 5.4.19,

5.4.20, 5.4.21, 5.4.22, and 5.4.23.


 

Contract Related Standards:

6.3.4, 6.5.3.

Internet Electronic Transport Related Standards:

10.1.1, 10.1.2, 10.1.3, 10.1.4, 10.1.5, 10.1.6, 10.1.7, 10.1.8,

10.1.9, 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, 10.2.6, 10.2.7,

10.2.8, 10.2.9, 10.2.10, 10.2.11, 10.2.12, 10.2.13, 10.2.14,

10.2.15, 10.2.16, 10.2.17, 10.2.18, 10.2.19, 10.2.20, 10.2.21,

10.2.22, 10.2.23, 10.2.24, 10.2.25, 10.2.26, 10.2.27, 10.2.28,

10.2.29, 10.2.30, 10.2.31, 10.2.32, 10.2.33, 10.2.34, 10.2.35,

10.2.36, 10.2.36, 10.2.37, 10.2.38, 10.3.1, 10.3.3, 10.3.4,

10.3.5, 10.3.6, 10.3.7, 10.3.8, 10.3.9, 10.3.10, 10.3.11,

10.3.12, 10.3.13, 10.3.14, 10.3.15, 10.3.16, 10.3.17, 10.3.18,

10.3.18, 10.3.19, 10.3.20, 10.3.21, 10.3.22, 10.3.23, 10.3.24,

and 10.3.25.

16.  DEFAULT, SUSPENSION AND TERMINATION
(a)  Termination for Default.  If (i) either Party shall fail in any material
respect to comply with, observe, perform or shall default in any material
respect upon any obligation under the Agreement, except due to causes excused
by Force Majeure or attributable to the other s wrongful act or failure to act
(Event of Default), and (ii) after written notice thereof from the Party
claiming a right to terminate the Agreement, such failure shall continue for a
period of thirty (30) Days, then the Party claiming the right to terminate may,
by notice in writing, terminate the Agreement as of the date of the notice of
termination; provided, however, that if such failure cannot be reasonably cured
within such thirty (30) Days, the party claimed to be in default shall be
entitled to such further time as shall reasonably be required to effect such
cure, provided that such Party commences within such thirty (30) Days
substantial efforts to effect such cure and at all times thereafter proceeds
diligently to complete such cure, but in no event, shall the cure period exceed
sixty (60) Days. If such cure is satisfactorily completed within such cure
period, the non-defaulting party will not have the right to terminate the
Agreement nor will the non-defaulting party have available to it the remedy set
forth in Section 16(b).
(b)  Suspension for Default.  Upon occurrence of an Event of Default, the
non-defaulting Party shall have the right to suspend performance until such
default has been remedied; provided, however, that an Event of Default does not
include nonpayment of amounts owed that are disputed in good faith. A Customer
shall not be obligated to pay any reservation or demand charges for suspended
service attributable to the period when that service is suspended.
   
(c)  Rights Following Termination.  In the event the Service Agreement(s) is
(are) terminated, such termination shall be without prejudice, subject to such
rights of offset as may exist, to any rights or obligations of the Parties
accruing prior to such termination, including, but not limited to, (i)
Customer s right to receive Gas that it has stored but has not received prior
to the time of termination (unless Customer fails to remove such Gas from the
Facility in the manner prescribed under the Service Agreement), (ii) Customer s
right to refunds, if any, plus interest, of portions of the rate paid prior to
such termination or release, or (iii) Caledonia s right to collect any amounts
then due it for service provided to Customer prior to the time of such
termination.  Upon termination, Customer shall cause all Gas in its Gas Storage
Balance Account to be removed from the Facility in the manner specified in the
Rate Schedule.
(d)  Other Rights Preserved.  The availability or exercise of the right to
terminate a Service Agreement pursuant to this section shall not serve to
diminish or effect the right of the Parties to seek damages or specific
performance, for breach of the Service Agreement, as provided in such
agreement.
(e)  Waiver of Default.  No waiver by either Party of any one or more defaults
by the other in the performance of any provisions of the Service Agreement
shall operate or be construed as a waiver of any future default or defaults,
whether of a like or different character.

17.  ASSIGNMENT
Any company that succeeds by purchase, merger or consolidation to the gas
properties of Caledonia or of Customer substantially as an entirety, and any
affiliated successor in interest that acquires from Caledonia the properties of
Caledonia used in interstate commerce in rendering service to Customer, shall
be entitled to the rights and shall be subject to the obligations of its
predecessor in title under the Service Agreement; provided, however, that
Caledonia reserves the right to evaluate and approve the creditworthiness of
the new entity in accordance with Sections 3 and 24 of the General Terms and
Conditions of this Tariff.  Customer, Caledonia, and their successors may
assign or pledge the Service Agreement under the provisions or any mortgage,
deed of trust, indenture or similar instrument that it has executed or may
execute hereafter; provided, however, that such mortgage, deed of trust,
indenture or similar instrument shall cover the properties of such Party as an
entirety unless such Party is an affiliated successor in interest, otherwise no
Party shall assign the Service Agreement or any of its rights thereunder unless
it first shall have obtained in writing the consent thereto of the other Party;
provided, however, that Customer may release service rights contracted for
under such Service Agreement pursuant to the conditions, and subject to the
limitations, of Section 9 (Release of Service Rights) of the General Terms and
Conditions.  Any direct or indirect assignment of service rights by Customer
under this paragraph shall be made in good faith and not for the purpose of
avoiding the requirements of Section 9.
18.  NOTICES
Any notice, demand, offer or other written instrument required or permitted to
be given pursuant to the Service Agreement, except for those provisions in
Caledonia s Tariff requiring otherwise, shall be in writing signed by the Party
giving such notice and shall be hand delivered or sent by registered letter or
overnight courier provided a receipt signed by the addressee is obtained, or
telexed to the other Party.  Unless otherwise specifically provided in the
Service Agreement, any written notice or other communication shall be
sufficiently given or shall be deemed given on the third business Day following
the date on which the same is mailed by registered or certified mail, postage
prepaid.  Unless otherwise specified, Notices to Caledonia should be addressed
to:
          Caledonia Energy Partners, L.L.C.
2001 Timber Creek RoadFlower Mound, TX 75028
          Attn: Mr. Jim Goetz
Phone          (972) 691-3332
Facsimile     (972) 874-8743
   
     Each Party shall have the right to change the place to which notice shall be
sent or delivered by similar notice or like manner to the other Party.  The
effective date of notice issued pursuant to this Agreement shall be the earlier
of the date of addressee s receipt of such notice or the third business Day
following the date on which the same is mailed by registered or certified mail,
postage prepaid.

19.  REGULATION
     The operation of the provisions of this Tariff shall be subject to any and all
governmental statutes and all lawful orders, rules, and regulations affecting
the storage, injection, withdrawal or loaning of Gas hereunder or the equipment
required in connection with such storage, injection, withdrawal or loaning of
Gas.  It is understood that performance under any Agreement shall be subject to
all valid laws, orders, rules and regulations of duly constituted governmental
authorities having jurisdiction or control of the matter related hereto.
Should either of the parties, by force of any such law, order, rule or
regulation, at any time during the term of the Agreement be ordered or required
to do any act inconsistent with the provisions thereof, then for that period
only during which the requirements of such law, order, rule or regulation are
applicable, the Agreement shall be deemed modified to conform with the
requirement of such law, order, rule or regulation; provided, however, nothing
herein shall alter, modify or otherwise affect the respective rights of the
parties to cancel or terminate the Agreement under its terms and conditions.
20.  POLICY WITH RESPECT TO FEES AND CONSTRUCTION OF NEW FACILITIES
20.1     Except as provided in Section 20.2 herein, Customer shall reimburse
Caledonia (a) for the costs of any facilities installed by Caledonia with
Customer s consent to receive, measure, store or deliver Gas for Customer s
account and (b) for any and all filings and approval fees required in
connection with Customer s Service Agreement that Caledonia is obligated to pay
to the Commission or any other governmental authority having jurisdiction.  Any
reimbursement due Caledonia by Customer pursuant to this Section 20.1 shall be
due and payable to Caledonia within ten (10) Days of receipt by Customer of
Caledonia s bill(s) for same; provided, however, subject to Caledonia s
consent, such reimbursement, plus carrying charges thereon, may be amortized
over a mutually agreeable period not to extend beyond the primary contract term
of the Service Agreement between Caledonia and Customer.  Caledonia reserves
the right to request pre payment for new construction or facilities required at
it s discretion.  Carrying charges shall be computed utilizing interest factors
acceptable to both Caledonia and customer.
20.2     Caledonia may waive from time to time, at its discretion, all or a portion
of the facility cost reimbursement requirement set forth in Section 20.1 for
the FSS Rate Schedule if Customer provides Caledonia adequate assurances to
make construction of the facilities economical to Caledonia.  All requests for
waiver shall be handled by Caledonia in a manner which is not unduly
discriminatory.  For purposes of determining whether a project is economical,
Caledonia will evaluate projects on the basis of various economic criteria,
which will include the estimated cost of the facilities, operating and
maintenance as well as administrative and general expenses attributable to the
facilities, the revenues Caledonia estimates will be generated, as a result of
such construction, and the availability of capital funds on terms and
conditions acceptable to Caledonia.  In estimating the revenues to be
generated, Caledonia will evaluate the existence of capacity limitations
downstream of the facilities, the marketability of the capacity, the

interruptible versus the firm nature of the service, and other similar factors
which impact whether the available capacity will actually be
utilized.
   
21.     OFF-SYSTEM CAPACITY
Caledonia may, from time to time, acquire transportation and/or storage
capacity on a third-party pipeline system.  Caledonia states that it will only
provide transportation and storage services for others using such capacity
pursuant to its open access FERC Gas Tariff subject to its rates approved by
the Commission and the "shipper must hold title" policy is waived to permit
such use.
   
22.     FORM OF SERVICE REQUEST
CALEDONIA ENERGY PARTNERS, L.L.C.SERVICE REQUEST
Send to:
Caledonia Energy Partners, L.L.C.
2001 Timber Creek Road Flower Mound, TX 75028
Attn:     Jim Goetz
Phone     (972) 691-3332
Fax     (972) 874-8743
   
NOTE:  A check, as required by Section 3.5 of the General Terms and
Conditions, must accompany each firm service request to be
valid.
   
INFORMATION REQUIRED FOR VALID SERVICE REQUEST
     NOTE:  Any change in the facts set forth below, whether before or after
service begins, must be promptly communicated to Caledonia in
writing.
   
22.1 Customer s name and address:  (Note:  the Customer is the party that has
all lawful right and title to the Gas to be stored and that proposes to
execute the Service Agreement with Caledonia.
   
   
   
   
Attention: ____________________        Telephone: (     ) ____________________
22.2     This request is for (check one)
___     Firm Storage Service under FSS Rate Schedule
___     Advanced Interruptible Storage Service under AISS Rate Schedule
___     Interruptible Storage Service under ISS Rate Schedule

___     Advanced Interruptible Loan Service under AILS Rate Schedule
___     Interruptible Loan Service under ILS Rate Schedule
22.3     Requested Firm Storage Service:
(a)     Request Quantities:
Maximum Storage Capacity (MSC)               _____________
Maximum Daily Injection Quantity (MDIQ)          _____________
Maximum Daily Withdrawal Quantity (MDWQ)     _____________
(b)     Ratchet Levels:
Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth)
   
0       to ____%
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
* - Storage Balance expressed as a percentage of Customer s MSC.
   
Receipt Point:  ________________________________________________
   
Delivery Point: ________________________________________________

(c)     Rate Customer proposes to pay for storage service under FSS Rate
Schedules:
   
Monthly Storage Capacity Charge ($/Dth of MSC):     _____________
Monthly Storage Deliverability ($/Dth of MDWQ):     _____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
(d)     Term of Service:                         _____________
Commencement Date:                         _____________
Termination Date:                         _____________
22.4     Requested Advanced Interruptible Storage Service:
(a)     Request Quantities:
Maximum Advanced Interruptible Storage Capacity (MAISC)_____________
Maximum Daily Injection Quantity (MDIQ)          _____________
Injection Period:               from: ________     to:  ______
Maximum Daily Withdrawal Quantity (MDWQ)     _____________
Withdrawal Period:               from: ________     to:  ______
(b)     Ratchet Levels:
Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth)
   
0       to ____%
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %

Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
* - Storage Balance expressed as a percentage of MAISC
(c)     Points of Receipt and Delivery
Receipt Point:      __________________                    ____
Delivery Point: _____________________________________________
(d)     Rate Customer proposes to pay for storage service under AISS Rate
Schedules:
   
Monthly Storage Capacity Charge ($/Dth):     _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
(e)     Term of Service:                         _____________
Commencement Date:                         _____________
Termination Date:                         _____________

22.5     Requested Interruptible Storage Service:
(a)     Request Quantities:
Maximum Interruptible Storage Capacity (MISC)     _____________
Maximum Daily Injection Quantity (MDIQ)          _____________
Injection Period:               from: ________     to:  ______
Maximum Daily Withdrawal Quantity (MDWQ)     _____________
Withdrawal Period:               from: ________     to:  ______
(b)     Ratchet Levels:
Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth)
   
0       to ____%
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %
   
   
____ to ____ %

Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
* - Storage Balance expressed as a percentage of MISC
(c)     Points of Receipt and Delivery
Receipt Point:      __________________                    ____
Delivery Point: _____________________________________________
(d)     Rate Customer proposes to pay for storage service under ISS Rate
Schedules:
   
Monthly Storage Capacity Charge ($/Dth):     _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
(e)     Term of Service:                         _____________
Commencement Date:                         _____________
Termination Date:                         _____________

22.6     Requested Advanced Interruptible Loan Service:
(a)     Request Quantities:
Maximum Advanced Interruptible Loan Quantity (MAILQ)     _____________
Maximum Daily Withdrawal Quantity (MDWQ)     _____________
Withdrawal Period:               from: ________     to:  ______
Maximum Daily Injection Quantity (MDIQ)          _____________
Injection Period:               from: ________     to:  ______
(b)     Ratchet Levels:
Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
____ to ____ %
   
   
Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth)
   
0       to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
____ to ____%
   
   
* - Storage Balance expressed as a percentage of MAILQ.
(c)     Points of Receipt and Delivery:
Receipt Point:      ______                              ____
Delivery Point:______________________________________________

(d)     Rate Customer proposes to pay for storage service under AILS Rate
Schedules:
   
Monthly Loan Capacity Charge ($/Dth):          _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
(e)     Term of Service:                         _____________
Commencement Date:                         _____________
Termination Date:                         _____________
22.7     Requested Interruptible Loan Service:
(a)     Request Quantities:
Maximum Interruptible Loan Quantity (MILQ)     _____________
Maximum Daily Withdrawal Quantity (MDWQ)     _____________
Withdrawal Period:               from: ________     to:  ______
Maximum Daily Injection Quantity (MDIQ)          _____________
Injection Period:               from: ________     to:  ______
(b)     Ratchet Levels:
Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____ %

Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
* - Storage Balance expressed as a percentage of MILQ.
(c)     Points of Receipt and Delivery:
Receipt Point:      ______                              ____
Delivery Point:______________________________________________
(d)     Rate Customer proposes to pay for storage service under ILS Rate
Schedules:

Monthly Loan Capacity Charge ($/Dth):     _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
(e)     Term of Service:                         _____________
Commencement Date:                         _____________
Termination Date:                         _____________
22.8     Is Customer affiliated with Caledonia?
Yes ___  No ___
If yes, type of affiliation and the percentage of ownership between Caledonia
and Customer:22.9     Customer is a(n):     (Check
one)
   
_____________Local Distribution Company
_____________Intrastate Pipeline Company
_____________Interstate Pipeline Company
_____________Marketer/Broker Producer
_____________End User Other (please describe _____________)
22.10     Customer s address for statements and invoices:
   
   
   
Attention: _____________  Telephone: (     ) _____________

For all other matters:
   
   
   
Attention: _____________  Telephone: (     ) _____________
Acceptance of a service request is contingent upon a satisfactory credit
appraisal by Caledonia.  Customer must provide evidence of creditworthiness as
outlined in Sections 3 and 24 of the General Terms and Conditions of
Caledonia s currently effective FERC Gas Tariff.
   
By submitting this request, Customer certifies further that it will execute,
if tendered by Caledonia, a Service Agreement for the level of service
requested herein.
   
THIS SERVICE REQUEST IS HEREBY SUBMITTED THIS ___ DAY OF _____________,
______.
   
By
Title
Telephone number (     )
Customer:                                (Company Name)
23.     CHOICE OF LAW
Unless otherwise specifically stated in the Service Agreement, interpretation
of the provisions of all Service Agreements or other agreements entered into
between Customer and Caledonia, including any provisions of this Tariff
related to such agreements, and any disputes arising from such agreements,
shall be governed by the law of the state of Texas.
   
24.     CREDITWORTHINESS AND FINANCIAL ASSURANCES
     24.1     "Acceptable Credit Rating" means:  (a) for all Rate Schedules 
with the exception of Rate Schedule AILS and ILS, a Credit Rating no lower
than BBB- from Standard and Poor s Corporation or Baa3 from Moody s Investor
Services, Inc.; and (b) for Rate Schedules AILS and ILS, a Credit Rating for
which Customer s Unsecured Collateral Limit is greater than Customer s Credit
Exposure.
   
   
     24.2     "Credit Rating" means the rating given to Customer s unsecured
Long Term Debt by Standard and Poor s Corporation or Moody s Investor
Services, Inc.

     24.3     Credit Exposure means an amount equal to:  (1) in the case of
Firm Service to Customers whose service commences with the first day of
authorized operation of  Caledonia s facilities, reservation charges for
twelve (12) Months or the duration of the Customer s bid or Service Agreement,
whichever is shorter, at the rate specified in Customer s bid for service or
Service Agreement; (2) for Firm Service to Customers taking service from
expansion facilities and whose service commences on the first day of
authorized operation of those facilities, an amount determined by Caledonia
prior to the start of construction that is not less than the amount set forth
in subsection (1) of this Section 24.3, but reasonable in light of the risks
of the construction project, not to exceed Customer s proportional share of
the cost of the facilities to be constructed (which amount shall be reduced as
Customer pays off the obligation for construction of new facilities); (3) in
the case of Firm Service to all other Customers, reservation charges for three
(3) Months or the duration of the Customer s bid or Service Agreement,
whichever is shorter, at the rate specified in Customer s bid for service or
Service Agreement; or (4) in the case of Advanced Interruptible Storage or
Loan Service and Interruptible Storage or Loan Service, charge(s) for service
for three (3) Months or the duration of the Customer s Service Agreement,
whichever is shorter, calculated on a one hundred percent (100%) load factor
basis, plus, as applicable, the Market Value of any quantities of Gas provided
to the Customer through a loan or negative storage balance.
   
     24.4     "Market Value of Gas" means the Customer s Interruptible Loan
Balance for service under Rate Schedule ILS or the Customer s Advanced
Interruptible Loan Balance for service under Rate Schedule AILS, as
applicable, multiplied by the sum of the NYMEX Henry Hub Swap, as posted on
the www.nymex.com web site, for the period under which the loaned gas is 
scheduled to be returned pursuant to the Customer s AILS or ILS Service
Agreement, plus the maximum transportation charges for interruptible
transportation service on Tennessee Gas Pipeline Company under Rate Schedule
IT from TGPL 500 line Zone SL to Zone 1, as set forth in Tennessee Gas
Pipeline s currently effective FERC Gas Tariff, including all applicable
charges, surcharges, fees, and fuel under Rate Schedule IT, multiplied by the
Customer s Interruptible Loan Balance or Advanced Interruptible Loan Balance,
as applicable.  Caledonia shall calculate Customer s Market Value of Gas at
the time service is first requested under Rate Schedule ILS or Rate Schedule
AILS, as applicable, and thereafter may recalculate Customer s Market Value of
Gas from time to time but not more frequently than a daily basis.
   
     24.5     "Unsecured Collateral Limit" means the maximum amount of credit
that Caledonia will extend to a Customer pursuant to Rate Schedules AILS or
ILS without Customer providing Financial Assurances pursuant to this Section
24, based on the Customer s Credit Rating, as provided in the table
below:

S&P AAA
Moody s Aaa
$40,000,000
   
S&P AA+ to AA-
Moody s Aa1 to Aaa
$40,000,000
   
S&P A+ to A-
Moody s A1 to A3
$5,000,000
   
S&P BBB+ to BBB-
Moody s Baa1 to Baa3
$1,600,000
   
S&P BB+ and lower
Moody s Ba1 and lower 
$0
   
   
     24.6     "Material Adverse Change" means the failure of Customer at
anytime to satisfy the requirements pertaining to creditworthiness set forth
in Sections 3 and 24, to maintain an Acceptable Credit Rating or to maintain
or reinstate one of the forms of Financial Assurances specified in Section
24.12 within the time prescribed by Section 24.8.
   
     24.7     "Financial Assurances" means one or more of the forms of
security set forth in Sections 24.12(a), 24.12(b), 24.12(c) and 24.12(d), in
accordance with and in an amount as set forth in Section
24.12.

     24.8     If Customer suffers a Material Adverse Change, then, within five
(5) days after written notice from Caledonia, Customer must pay for one month
of service in advance to continue service, and Customer must, within thirty
(30) days, provide Caledonia with one or more of the forms of Financial
Assurances as set forth in this Section 24. If Customer fails to provide one
of the credit alternatives within this time period, Caledonia may suspend
service immediately (Customers are not responsible for reservation charges
after service is suspended) and may provide simultaneous written notice to
Customer, the Commission, and any replacement Customer that service will be
terminated in thirty (30) days.  Caledonia also may exercise any other remedy
available to it.
   
     24.9     If prior to initiation of service Customer does not have an
Acceptable Credit Rating, then, as a condition of Caledonia initiating
service, Customer shall provide Caledonia with one or more of the forms of
Financial Assurances provided in this Section 24 and in an amount as set forth
in Section 24.12.
   
24.10     Further Information and Notification Procedures
          (a)     If Caledonia requests additional information to be used for
credit evaluation after the initiation of Service, Caledonia, contemporaneous
with the request, shall provide its reason(s) for requesting the additional
information to the Customer and designate to whom the response should be sent.
Caledonia and the Customer may mutually agree to waive the requirements of
this section.
   
          (b)     Upon receipt of either an initial or follow-up request from
Caledonia for information to be used for creditworthiness evaluation, the
Customer s authorized representative(s) shall acknowledge receipt of
Caledonia s request.  Caledonia and the Customer may mutually agree to waive
the requirements of this section.
   
          (c)     The Customer s authorized representative(s) shall respond to
Caledonia s request for credit information, as allowed by Caledonia s Tariff,
on or before the due date specified in the request.  The Customer shall
provide all the credit information requested by Caledonia or provide the
reason(s) why any of the requested information was not
provided.
   
          (d)     Upon receipt from the Customer of all credit information
provided pursuant to the applicable NAESB WGQ standards, Caledonia shall
notify the Customer s authorized representative(s) that it has received such
information.  Caledonia and the Customer may mutually agree to waive the
requirements of this section.
   
          (e)     The Customer shall designate up to two representatives who
are authorized to receive notices regarding the Customer s creditworthiness,
including requests for additional information, pursuant to the applicable
NAESB WGQ standards and shall provide to Caledonia the e-mail addresses of
such representatives prior to the initiation of Service.  Written requests and
responses shall be provided via e-mail, unless otherwise agreed to by the
Parties.  The obligation of Caledonia to provide creditworthiness
notifications is waived until the above requirement has been met, and failure
to meet the requirement may result in delays in Service initiation or loss of
Service until such time as creditworthiness has been established.  The
Customer shall manage internal distribution of any creditworthiness notices
that are received.

     Caledonia shall designate on its Internet Website or in written notices
to the Customer, the e-mail addresses of up to two representatives who are
authorized to receive notices regarding the Customer s creditworthiness.  The
Customer s obligation to provide information of receipt is met by sending such
confirmation to such representatives, and Caledonia shall manage internal
distribution of any such confirmations.
   
          (f)     At any time after the Customer is determined to be
uncreditworthy by Caledonia, the Customer may initiate a creditworthiness
re-evaluation by Caledonia.  As part of the Customer s re-evaluation request,
the Customer shall either update or confirm in writing the prior information
provided to Caledonia related to the Customer s creditworthiness.  Such update
shall include any event(s) that the Customer believes could lead to a material
change in the Customer s creditworthiness.
   
          (g)     After Caledonia s receipt of a Customer s request for
re-evaluation, including all required information pursuant to NAESB WGQ
Standard 0.3.8 ("Customer s Request"), within five (5) Business Days Caledonia
shall provide a written response to the Customer s Request.  Such written
response shall include either a determination of creditworthiness status,
clearly stating the reason(s) for Caledonia s decision, or an explanation
supporting a future date by which a re-evaluation determination will be made.
In no event shall such re-evaluation determination exceed twenty (20) Business
Days from the date of the receipt of the Customer s Request unless specified
in Caledonia s Tariff or if the Parties mutually agree to some later
date.
   
          (h)     In complying with the creditworthiness related notifications
pursuant to the applicable NAESB WGQ standards, the Customer(s) and Caledonia
may mutually agree to other forms of communication in lieu of e-mail
notification.
   
     24.11     If Caledonia determines that a Customer is or, subsequent to
the commencement of Service on Caledonia s system, has become uncreditworthy,
Caledonia will notify Customer via e-mail and facsimile stating that the
Customer has been determined to be uncreditworthy.  Within ten (10) Days of
such notice, Caledonia will provide the uncreditworthy Customer a written
explanation of the reasons for such loss of creditworthiness and will provide
a recourse for Customer to challenge such determination.
   
     24.12     A Customer that does not have, or at anytime fails to maintain
an Acceptable Credit Rating, shall provide to Caledonia, to secure its
obligation to Caledonia pursuant to each of Customer s Service Agreements, one
or more of the following forms of Financial Assurances.
   
(a)     An irrevocable Letter of Credit, subject to the following:
(1)     In the case of Customers whose firm service commences with the first
day of authorized operation of Caledonia s facilities or Customers taking
service from expansion facilities and whose service commences on the first day
of authorized operation of those facilities, each Letter of Credit shall be in
effect for the lesser of one (1) year or for the Term of the transaction plus
120 days.  If

     the Term of the transaction plus 120 days is greater than one (1) year,
Customer shall ensure that its obligation to Caledonia is secured
continuously, and accordingly shall provide Caledonia with a replacement
Letter of Credit no later than 120 days prior to the expiration of the
then-effective Letter of Credit.  Caledonia will return the expiring Letter of
Credit to Customer within five (5) days of the date of the Replacement Letter
of Credit becomes effective;
   
(2)     For Customers other than those described in the first sentence of the
previous paragraph, each Letter of Credit shall be in effect for the lesser of
three (3) months or for the Term of the transaction.  If the Term of the
transaction is greater than three (3) months, Customer shall ensure that its
obligation to Caledonia is secured continuously, and accordingly shall provide
Caledonia with a replacement Letter of Credit no later than 120 days prior to
the expiration of the then-effective Letter of Credit.  Caledonia will return
the expiring Letter of Credit to Customer within five (5) days of the date of
the Replacement Letter of Credit becomes effective;
   
(3)     each Letter of Credit shall be in form and substance satisfactory to
Caledonia, and shall provide for partial drawdowns and, without limiting the
generality of the foregoing, shall be (i) issued by a financial institution
acceptable to Caledonia that is rated at least BBB - by Standards and Poor s
Corporation and Baa3 by Moody s Investor Services, Inc.; and (ii) in the case
Rate Schedules AILS and ILS, the amount of such Letter of Credit shall not
exceed the Unsecured Collateral Limit for such financial institution as
determined using the applicable limit associated with the financial
institution s Credit Rating as set forth in Section 24.5 above; and
   
(4)     in addition to all other remedies available to Caledonia at law or in
equity, if Customer fails to provide a replacement Letter of Credit in
accordance with this Section 24.12(a), Caledonia may draw upon the expiring
Letter of Credit to the full amount thereof and apply the funds so drawn in
payment in whole or in part of the obligations of Customer under each or any
of Customer s Service Agreements.

          (b)     Customer shall provide to Caledonia, to secure its
obligation to Caledonia pursuant to each of the Customer s Service Agreements,
a Guarantee granted to Caledonia by its direct or indirect parent (the
"Guarantor") provided that (a) Guarantor has a Credit Rating no lower than
BBB- from Standard and Poor s Corporation or Baa3 from Moody s Investor
Services, Inc.; and (b) in the case Rate Schedules AILS and ILS, the amount of
such Guarantee shall not exceed the Unsecured Collateral Limit for such parent
company as determined using the applicable limit associated with the parent
company s Credit Rating as set forth in Section 24.5 above.  The Guarantee
shall be in the form set forth in this Tariff and the provisions of this
section shall apply to the Guarantor as if the Guarantor were the Customer.
   
          (c)     If requested by Customer, Caledonia may accept other forms
of Financial Assurances in a dollar value not to exceed that set forth in this
Section 24.12, as applicable, to secure Customer s obligations under the
Service Agreements, provided that

Caledonia may reject or accept such other forms of Financial Assurances in a
manner that is not unduly discriminatory; or
   
          (d)     Customer shall prepay for service or establish an 
interest-bearing escrow account to which Caledonia will have access to
payments for service in an amount as set forth immediately
below.
   
The dollar value of the Financial Assurances set forth above in this Section
24.12 to be provided by Customer shall be in an amount equal to Customer s
Credit Exposure, except for Customers taking service pursuant to Rate
Schedules AILS or ILS, in which case the amount shall be equal to the
Customer s Credit Exposure minus Customer s Unsecured Collateral Limit.
Caledonia shall recalculate the dollar value of the Financial Assurances
Customer is required to provide from time to time, but not more often than on
a daily basis.  Caledonia shall notify Customer when such recalculation
indicates that additional credit support is required to comply with this
Section.  Customer shall have one (1) Business Day to comply with a
notification by Caledonia of insufficient credit support.
   
     24.13     Customer s obligation to maintain an Acceptable Credit Rating
or to provide Financial Assurances shall continue for so long as the Parties
are bound by the Service Agreements and all transactions entered into
thereunder.  This obligation shall terminate when Customer has performed or
satisfied all of its obligations under the Service Agreements.  Upon the
termination of the Service Agreement, Caledonia shall return to Customer, if
applicable:
   
          (a)     the Letter of Credit and funds held by Caledonia as security
pursuant to Section 24.12(a) then in its possession but only to the extent it
has not then applied such funds pursuant to this FERC Gas Tariff to the debts,
expenses, costs, assessments and liabilities payable by Customer to Caledonia
pursuant to the provisions of the Service Agreements;
   
          (b)     the Guarantee held by Caledonia pursuant to Section
24.12(b);
   
          (c)     any security accepted by Caledonia pursuant to Section
24.12(c); or
   
          (d)     any amount prepaid by Customer pursuant to Section 24.12(d)
not required to pay charges for service rendered under the Service
Agreements.
   
     24.14     Any prepayment is considered collateral held for security and
not advance payments for Services,  Any prepayment held by Caledonia shall
accrue interest at the rate specified in Section 154.501(d) of the
Commission s regulations.

25.  NON-WAIVER OF FUTURE DEFAULT
   
     Caledonia may waive any of its rights hereunder or any obligations
of Customer on a basis which is not unduly discriminatory; provided that
no waiver by either Customer or Caledonia of any one or more defaults by
the other in performance of any of the provisions of the Agreement shall
operate or be construed as a waiver of any other existing or future default
or defaults, whether of a like or of a different character.
   
26.  DISPUTE RESOLUTION PROCEDURES
   
     Any Customer or Potential Customer may make a written complaint to
Caledonia regarding any dispute between Customer and Caledonia arising
under this tariff.  Such notice shall be addressed to the person and
address identified within Section 18 (NOTICES) of the General Terms and
Condition of this Tariff.  Customer must specify a reason for the dispute.
Within two (2) business days of receiving a complaint, Caledonia shall
provide an initial response to complainant, acknowledging receipt of the
complaint and requesting further information as appropriate.  Within 30
days after receipt of Customer s complaint, Caledonia shall review the
complaint and provide a written decision to the complainant addressing
each element thereof and, where appropriate, recommend a course of action.
In the event the complainant disagrees with this determination and makes a
written request for reconsideration or clarification, specifying each
reason the complainant disagrees with the initial determination, Caledonia
shall consider such request and within 30 days after receipt thereof shall
render its final written decision to complainant, addressing each element
thereof and, where appropriate recommending a course of action.
   
27.  LIMITATION OF LIABILITY
   
     Notwithstanding any provision of the Service Agreement or this
FERC Gas Tariff, no Party, its affiliates and their respective directors,
officers and employees shall be liable to another Party or its affiliates
or any director, officer or employee of such Party or its affiliates, for
any punitive, specials, or exemplary damages or consequential,indirect,
or incidental damages or lost profits that arise out of, relate to or are
otherwise attributable to the Service Agreement, even if such Party or its
affiliates or any director, officer or employee of such Party or its
affiliates has been made aware of the possibility of such damages or lost
profits.  THIS SECTION 27 SPECIFICALLY PROTECTS EACH PARTY, ITS AFFILIATES
AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES AGAINST SUCH DAMAGES
OR LOST PROFITS EVEN IF WITH RESPECT TO THE NEGLIGENCE, STRICT LIABILITY,OR
OTHER FAULT OR RESPONSIBILITYOF SUCH PARTY, ITS AFFILIATES, AND THEIR
RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES; AND ALL RIGHTS TO RECOVER SUCH
 DAMAGES OR PROFITS ARE HEREBY WAIVED AND RELEASED.  Nothing contained in
the foregoing shall limit the liability of either Party to the other Party,
if any, for direct damages.  Notwithstanding the foregoing, nothing in this
Section 27 shall limit the liability of either Party to the other Party, if
any arising out of gross negligence, willful misconduct, or bad faith actions.

                         FORM OF
SERVICE AGREEMENT
   
Service Agreement No. ______________
Control No. _________________
   
FSS SERVICE AGREEMENT
THIS AGREEMENT, made and entered into on this _______ day of ___________ by
and between Caledonia Energy Partners, L.L.C. ("Caledonia") and
____________________________________________ ("Customer").
   
   
WITNESSETH:     That in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
   
   
Section 1.     Service to be Rendered.     Caledonia shall perform and
Customer shall receive service in accordance with the provisions of the
effective FSS Rate Schedule and applicable General Terms and Conditions of
Caledonia s FERC Gas Tariff, Original Volume No. 1 (Tariff), on file with the
Federal Energy Regulatory Commission (Commission), as the same may be amended
or superseded in accordance with the rules and regulations of the Commission.
Caledonia shall store quantities of Gas for Customer up to, but not exceeding,
Customer s Maximum Storage Capacity (MSC) as specified in Appendix A, as the
same may be amended from time to time by agreement between Customer and
Caledonia, or in accordance with the rules and regulations of the Commission.
Service hereunder shall be provided subject to the provisions of Part 284 of
the Commission s Regulations.
   
   
Section 2.     Term.     Service under this Agreement shall commence as of
____________ and shall continue in full force and effect until
________________, unless otherwise agreed to by mutual agreement of Caledonia
and Customer.
   
   
     [TO THE EXTENT THAT A RIGHT OF FIRST REFUSAL IS AGREED TO BY CUSTOMER AND
CALEDONIA, THE FOLLOWING LANGUAGE SHALL BE INCLUDED IN CUSTOMER S
AGREEMENT:
   
    
     Upon the expiration of the term of this Agreement, Customer shall have a
right of first refusal or a right to renew the Agreement as follows
_______.]
   
   
     Pre-granted abandonment shall apply upon termination of this Agreement,
subject to any rights of first refusal Customer may have negotiated with
Caledonia.
   
   
Section 3.     Rates.     Customer shall pay Caledonia the charges as
described in the FSS Rate Schedule, and specified in Appendix A to this
Service Agreement.

Section 4.     Notices.  Notices to Caledonia under this Agreement shall be
addressed to the following:
   
   
Caledonia Energy Partners, LLC
2001 Timber Creek Road
Flower Mound, TX 75028
Attention: Jim Goetz,
Phone:     (972) 691-3332
Fax:     (972) 874-8743

and notices to Customer shall be addressed to the following:
_______________________________________
_______________________________________
_______________________________________
Attention:     ___________________________
Phone:          ___________________________
Fax:          ___________________________
until changed by either Party by written notice.
Section 5.     Superseded Agreements.  This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service
Agreements:
   
Section 6.      WAREHOUSEMEN S LIEN.
6.1  CUSTOMER HEREBY ACKNOWLEDGES THAT CALEDONIA SHALL BE ENTITLED TO, AND
CALEDONIA HEREBY CLAIMS, A LIEN ON ALL GAS RECEIVED BY CALEDONIA FROM
CUSTOMER, AND ALL PROCEEDS THEREOF, UPON SUCH RECEIPT BY CALEDONIA, AS
PROVIDED IN SECTION 7.209 OF THE TEXAS UNIFORM COMMERCIAL CODE WITH THE RIGHTS
OF ENFORCEMENT AS PROVIDED THEREIN AND HEREIN.  IN NO WAY LIMITING THE
FOREGOING, CUSTOMER HEREBY ACKNOWLEDGES THAT CALEDONIA SHALL BE ENTITLED TO,
AND CALEDONIA HEREBY CLAIMS, A LIEN FOR ALL CHARGES FOR STORAGE OR
TRANSPORTATION (INCLUDING DEMURRAGE AND TERMINAL CHARGES), INSURANCE, LABOR,
OR CHARGES PRESENT OR FUTURE IN RELATION TO THE RECEIVED GAS, AND FOR EXPENSES
NECESSARY FOR PRESERVATION OF THE RECEIVED GAS OR REASONABLY INCURRED IN THE
SALE THEREOF, PURSUANT TO THE LAW, AND THAT SUCH LIEN SHALL EXTEND TO LIKE
CHARGES AND EXPENSES IN RELATION TO ALL SUCH RECEIVED GAS.
   
6.2  IF DEEMED NECESSARY BY A COURT OF LAW, PURSUANT TO SECTION 7.202 OF THE
TEXAS UNIFORM COMMERCIAL CODE, CUSTOMER HEREBY AGREES THAT:
   
   
(i)  THIS SERVICE AGREEMENT, WITH ALL APPENDICIES ATTACHED HERETO, AND ALL OF
THE MONTHLY STATEMENTS RENDERED BY CALEDONIA TO CUSTOMER PURSUANT TO THE 
GENERAL TERMS AND CONDITIONS CONTAINED IN CALEDONIA S TARIFF, SHALL BE DEEMED
A "WAREHOUSE RECEIPT" FOR ALL PURPOSES WITH RESPECT TO ARTICLE 7 OF THE TEXAS
UNIFORM COMMERCIAL CODE, REGARDLESS OF WHEN THE GAS STORED PURSUANT TO THIS
SERVICE AGREEMENT IS RECEIVED;

(ii)  THE LOCATION OF THE WAREHOUSE, TO WHOM THE GAS WILL BE DELIVERED, RATE
OF STORAGE AND HANDLING CHARGES, AND DESCRIPTION OF THE GOODS ARE AS SET
FORTH, RESPECTIVELY, IN THE PRELIMINATY STATEMENT OF THE TARIFF, FSS RATE
SCHEDULE, APPENDIX A TO THIS SERVICE AGREEMENT, THE MONTHLY STATEMENT (AS
DESCRIBED IN SECTION 8.1 OF THE GENERAL TERMS AND CONDITIONS) AND SECTION 1.14
OF THE GENERAL TERMS AND CONDITIONS;
   
(iii)  THE ISSUE DATE OF THE WAREHOUSE RECEIPT WITH RESPECT TO EACH RECEIPT OF
GAS SHALL BE DEEMED TO BE THE DATE SUCH GAS WAS RECEIVED;
   
(iv)  THE CONSECUTIVE NUMBER OF THE RECEIPT SHALL BE DEEMED BASED ON THE DATES
OF RECEIPT WHEN LISTED IN CHRONOLOGICAL ORDER, BEGINNING WITH THE FIRST
RECEIPT OF GAS UNDER THE TERMS OF THE SERVICE AGREEMENT;
AND
   
(v)  THE SIGNATURE OF CALEDONIA ON THE SERVICE AGREEMENT SHALL BE DEEMED TO BE
THE SIGNATURE OF THE WAREHOUSEMAN.
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

   
                                                      Revision No.___________
                                                      Control No. ___________
   
                                  Appendix A
                    to the Service Agreement No. __________
                            Under FSS Rate Schedule
                                    Between
                 Caledonia Energy Partners, L.L.C. (Caledonia)
                                      And
                      ________________________ (Customer)
                            Dated ________________
Maximum Storage Capacity (MSC)               _______________
Maximum Daily Injection Quantity (MDIQ)          _______________
Maximum Daily Withdrawal Quantity (MDWQ)     _______________
Ratchet Levels:
The quantities of Gas that Customer may inject or withdraw, pursuant to this
FSS Service Agreement shall be determined by the following ratchets, as a
percentage of MDIQ and MDWQ.
Maximum Daily Injection Quantity Subject to the following Ratchets:
  Storage            Storage       MDIQ        Available Daily Injection
 Inventory*         Inventory    Percentage %    Quantity (ADIQ) (Dth)
   
  0   to ____%      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
   
   
Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
  Storage            Storage       MDIQ        Available Daily Injection
 Inventory*         Inventory    Percentage %    Quantity (ADIQ) (Dth)
   
  0   to ____%      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
* - Storage Balance expressed as a percentage of Customer s MSC.
   
Receipt Point:  ___________________________________________________

Delivery Point: ___________________________________________________
Rates and Charges:
Monthly Storage Capacity Charge ($/Dth of MSC):           _____________
Monthly Storage Deliverability ($/Dth of MDWQ):         _____________ 
Injection Charge ($/Dth):                               _____________
Withdrawal Charge ($/Dth):                              _____________
Authorized Overrun Injection Charge ($/Dth):            _____________
Authorized Overrun Withdrawal Charge ($/Dth):          _____________
Fuel Reimbursement (% in kind):                   _____________
   
     Other Terms (if applicable):
        ________________________________________________________________________
   
        ________________________________________________________________________
   
     ________________________________________________________________________
   
     ________________________________________________________________________
   
   
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:  _______________________       By:  _________________________
   
     Title:    _______________________       Title:    _________________________
   
     Date:     _______________________       Date:     _________________________

FORM OF
SERVICE AGREEMENT
   
Service Agreement No. ______________
Control No. _________________
   
AISS SERVICE AGREEMENT
THIS AGREEMENT, made and entered into on this _______ day of ___________ by
and between Caledonia Energy Partners, L.L.C. ("Caledonia") and
____________________________________________ ("Customer").
   
   
WITNESSETH:     That in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
   
   
Section 1.     Service to be Rendered.  Caledonia shall perform and Customer
shall receive service in accordance with the provisions of the effective AISS
Rate Schedule and applicable General Terms and Conditions of Caledonia s FERC
Gas Tariff, Original Volume No. 1 (Tariff), on file with the Federal Energy
Regulatory Commission (Commission), as the same may be amended or superseded
in accordance with the rules and regulations of the Commission.  Caledonia
shall store quantities of Gas for Customer up to, but not exceeding,
Customer s Maximum Advanced Interruptible Storage Capacity (MAISC) as
specified in Appendix A, as the same may be amended from time to time by
agreement between Customer and Caledonia, or in accordance with the rules and
regulations of the Commission.  Service hereunder shall be provided subject to
the provisions of Part 284 of the Commission s Regulations.
   
   
Section 2.     Term.     Service under this Agreement shall commence as of
____________ and shall continue in full force and effect until
________________ unless otherwise agreed to by mutual agreement of Caledonia
and Customer.  Pre-granted abandonment shall apply upon termination of this
Agreement.
   
   
Section 3.     Rates.     Customer shall pay Caledonia the charges as
described in the AISS Rate Schedule, and specified in Appendix A to this
Service Agreement.
   
   
Section 4.     Notices.  Notices to Caledonia under this Agreement shall be
addressed to the following:
   
   
Caledonia Energy Partners, LLC
2001 Timber Creek Road
Flower Mound, TX  75028
Attention:     Jim Goetz
Phone:      (972) 691-3332
Fax:          (972) 874-8743

and notices to Customer shall be addressed to the following:
_______________________________________
_______________________________________
_______________________________________
Attention:     ___________________________
Phone:          ___________________________
Fax:          ___________________________
   
until changed by either Party by written notice.
   
Section 5.     Superseded Agreements.  This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service
Agreements:
   
   
Section 6.      WAREHOUSEMEN S LIEN.
   
6.1  CUSTOMER HEREBY ACKNOWLEDGES THAT CALEDONIA SHALL BE ENTITLED TO, AND
CALEDONIA HEREBY CLAIMS, A LIEN ON ALL GAS RECEIVED BY CALEDONIA FROM
CUSTOMER, AND ALL PROCEEDS THEREOF, UPON SUCH RECEIPT BY CALEDONIA, AS
PROVIDED IN SECTION 7.209 OF THE TEXAS UNIFORM COMMERCIAL CODE WITH THE RIGHTS
OF ENFORCEMENT AS PROVIDED THEREIN AND HEREIN.  IN NO WAY LIMITING THE
FOREGOING, CUSTOMER HEREBY ACKNOWLEDGES THAT CALEDONIA SHALL BE ENTITLED TO,
AND CALEDONIA HEREBY CLAIMS, A LIEN FOR ALL CHARGES FOR STORAGE OR
TRANSPORTATION (INCLUDING DEMURRAGE AND TERMINAL CHARGES), INSURANCE, LABOR,
OR CHARGES PRESENT OR FUTURE IN RELATION TO THE RECEIVED GAS, AND FOR EXPENSES
NECESSARY FOR PRESERVATION OF THE RECEIVED GAS OR REASONABLY INCURRED IN THE
SALE THEREOF, PURSUANT TO THE LAW, AND THAT SUCH LIEN SHALL EXTEND TO LIKE
CHARGES AND EXPENSES IN RELATION TO ALL SUCH RECEIVED GAS.
   
   
6.2  IF DEEMED NECESSARY BY A COURT OF LAW, PURSUANT TO SECTION 7.202 OF THE
TEXAS UNIFORM COMMERCIAL CODE, CUSTOMER HEREBY AGREES THAT:
   
   
   
   
(i)  THIS SERVICE AGREEMENT, WITH ALL APPENDICIES ATTACHED HERETO, AND ALL OF
THE MONTHLY STATEMENTS RENDERED BY CALEDONIA TO CUSTOMER PURSUANT TO THE
GENERAL TERMS AND CONDITIONS CONTAINED IN CALEDONIA S TARIFF, SHALL BE DEEMED
A "WAREHOUSE RECEIPT" FOR ALL PURPOSES WITH RESPECT TO ARTICLE 7 OF THE TEXAS
UNIFORM COMMERCIAL

CODE, REGARDLESS OF WHEN THE GAS STORED PURSUANT TO THIS SERVICE AGREEMENT IS
RECEIVED;
   
   
(ii)  THE LOCATION OF THE WAREHOUSE, TO WHOM THE GAS WILL BE DELIVERED, RATE
OF STORAGE AND HANDLING CHARGES, AND DESCRIPTION OF THE GOODS ARE AS SET
FORTH, RESPECTIVELY, IN THE PRELIMINATY STATEMENT OF THE TARIFF, AISS RATE
SCHEDULE, APPENDIX A TO THIS SERVICE AGREEMENT, THE MONTHLY STATEMENT (AS
DESCRIBED IN SECTION 8.1 OF THE GENERAL TERMS AND CONDITIONS) AND SECTION 1.14
OF THE GENERAL TERMS AND CONDITIONS;
   
   
(iii)  THE ISSUE DATE OF THE WAREHOUSE RECEIPT WITH RESPECT TO EACH RECEIPT OF
GAS SHALL BE DEEMED TO BE THE DATE SUCH GAS WAS RECEIVED;
   
   
(iv)  THE CONSECUTIVE NUMBER OF THE RECEIPT SHALL BE DEEMED BASED ON THE DATES
OF RECEIPT WHEN LISTED IN CHRONOLOGICAL ORDER, BEGINNING WITH THE FIRST
RECEIPT OF GAS UNDER THE TERMS OF THE SERVICE AGREEMENT;
AND
   
   
(v)  THE SIGNATURE OF CALEDONIA ON THE SERVICE AGREEMENT SHALL BE DEEMED TO BE
THE SIGNATURE OF THE WAREHOUSEMAN.
   
   
   
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

Revision No.___________
Control No. ______________
   
Appendix A
to the Service Agreement No. __________
Under AISS Rate Schedule
Between
Caledonia Energy Partners, L.L.C. (Caledonia)
And
________________________ (Customer)
Dated ________________
   
Maximum Advanced Interruptible Storage Capacity (MAISC)     ______________
Maximum Daily Injection Quantity (MDIQ)                    ______________
Injection Period:                    from: ________     to:  ___________
Maximum Daily Withdrawal Quantity (MDWQ)               ______________
Withdrawal Period:                    from: ________     to:  ___________
Ratchet Levels:
The quantities of Gas that Customer may inject or withdraw, pursuant to this
AISS Service Agreement shall be determined by the following ratchets, as a
percentage of MDIQ and MDWQ.
   
Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%

Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %
   
   
   
   
* - Storage Balance expressed as a percentage of MISC.
Receipt Point:                                              ____
Delivery Point: ___________________________________________________
Rate Customer proposes to pay for storage service under AISS Rate Schedules:
Monthly Storage Capacity Charge ($/Dth):          _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
Other Terms (if applicable):
________________________________________________________________________
   
________________________________________________________________________
   
________________________________________________________________________
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

FORM OF
SERVICE AGREEMENT
   
Service Agreement No. ______________
Control No. _________________
   
ISS SERVICE AGREEMENT
THIS AGREEMENT, made and entered into on this _______ day of ___________ by
and between Caledonia Energy Partners, L.L.C. ("Caledonia") and
____________________________________________ ("Customer").
   
   
WITNESSETH:     That in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
   
   
Section 1.     Service to be Rendered.  Caledonia shall perform and Customer
shall receive service in accordance with the provisions of the effective ISS
Rate Schedule and applicable General Terms and Conditions of Caledonia s FERC
Gas Tariff, Original Volume No. 1 (Tariff), on file with the Federal Energy
Regulatory Commission (Commission), as the same may be amended or superseded
in accordance with the rules and regulations of the Commission.  Caledonia
shall store quantities of Gas for Customer up to, but not exceeding,
Customer s Maximum Interruptible Storage Capacity (MISC) as specified in
Appendix A, as the same may be amended from time to time by agreement between
Customer and Caledonia, or in accordance with the rules and regulations of the
Commission.  Service hereunder shall be provided subject to the provisions of
Part 284 of the Commission s Regulations.
   
   
Section 2.     Term.     Service under this Agreement shall commence as of
____________ and shall continue in full force and effect until
________________ unless otherwise agreed to by mutual agreement of Caledonia
and Customer.  Pre-granted abandonment shall apply upon termination of this
Agreement.
   
   
Section 3.     Rates.     Customer shall pay Caledonia the charges as
described in the ISS Rate Schedule, and specified in Appendix A to this
Service Agreement.
   
   
Section 4.     Notices.  Notices to Caledonia under this Agreement shall be
addressed to the following:
   
   
Caledonia Energy Partners, LLC
2001 Timber Creek Road
Flower Mound, TX  75028
Attention:     Jim Goetz
Phone:          (972) 691-3332
Fax:          (972) 874-8743

and notices to Customer shall be addressed to the following:
_______________________________________
_______________________________________
_______________________________________
Attention:     ___________________________
Phone:          ___________________________
Fax:          ___________________________
   
until changed by either Party by written notice.
   
Section 5.     Superseded Agreements.  This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service
Agreements:
   
   
Section 6.      WAREHOUSEMEN S LIEN.
   
6.1  CUSTOMER HEREBY ACKNOWLEDGES THAT CALEDONIA SHALL BE ENTITLED TO, AND
CALEDONIA HEREBY CLAIMS, A LIEN ON ALL GAS RECEIVED BY CALEDONIA FROM
CUSTOMER, AND ALL PROCEEDS THEREOF, UPON SUCH RECEIPT BY CALEDONIA, AS
PROVIDED IN SECTION 7.209 OF THE TEXAS UNIFORM COMMERCIAL CODE WITH THE RIGHTS
OF ENFORCEMENT AS PROVIDED THEREIN AND HEREIN.  IN NO WAY LIMITING THE
FOREGOING, CUSTOMER HEREBY ACKNOWLEDGES THAT CALEDONIA SHALL BE ENTITLED TO,
AND CALEDONIA HEREBY CLAIMS, A LIEN FOR ALL CHARGES FOR STORAGE OR
TRANSPORTATION (INCLUDING DEMURRAGE AND TERMINAL CHARGES), INSURANCE, LABOR,
OR CHARGES PRESENT OR FUTURE IN RELATION TO THE RECEIVED GAS, AND FOR EXPENSES
NECESSARY FOR PRESERVATION OF THE RECEIVED GAS OR REASONABLY INCURRED IN THE
SALE THEREOF, PURSUANT TO THE LAW, AND THAT SUCH LIEN SHALL EXTEND TO LIKE
CHARGES AND EXPENSES IN RELATION TO ALL SUCH RECEIVED GAS.
   
   
6.2  IF DEEMED NECESSARY BY A COURT OF LAW, PURSUANT TO SECTION 7.202 OF THE
TEXAS UNIFORM COMMERCIAL CODE, CUSTOMER HEREBY AGREES THAT:
   
   
   
   
(i)  THIS SERVICE AGREEMENT, WITH ALL APPENDICIES ATTACHED HERETO, AND ALL OF
THE MONTHLY STATEMENTS RENDERED BY CALEDONIA TO CUSTOMER PURSUANT TO THE
GENERAL TERMS AND CONDITIONS CONTAINED IN CALEDONIA S TARIFF, SHALL BE DEEMED
A "WAREHOUSE RECEIPT" FOR ALL PURPOSES WITH RESPECT TO ARTICLE 7 OF THE TEXAS
UNIFORM COMMERCIAL CODE, REGARDLESS OF WHEN THE GAS STORED PURSUANT TO THIS
SERVICE AGREEMENT IS RECEIVED;

(ii)  THE LOCATION OF THE WAREHOUSE, TO WHOM THE GAS WILL BE DELIVERED, RATE
OF STORAGE AND HANDLING CHARGES, AND DESCRIPTION OF THE GOODS ARE AS SET
FORTH, RESPECTIVELY, IN THE PRELIMINATY STATEMENT OF THE TARIFF, ISS RATE
SCHEDULE, APPENDIX A TO THIS SERVICE AGREEMENT, THE MONTHLY STATEMENT (AS
DESCRIBED IN SECTION 8.1 OF THE GENERAL TERMS AND CONDITIONS) AND SECTION 1.14
OF THE GENERAL TERMS AND CONDITIONS;
   
   
(iii)  THE ISSUE DATE OF THE WAREHOUSE RECEIPT WITH RESPECT TO EACH RECEIPT OF
GAS SHALL BE DEEMED TO BE THE DATE SUCH GAS WAS RECEIVED;
   
   
(iv)  THE CONSECUTIVE NUMBER OF THE RECEIPT SHALL BE DEEMED BASED ON THE DATES
OF RECEIPT WHEN LISTED IN CHRONOLOGICAL ORDER, BEGINNING WITH THE FIRST
RECEIPT OF GAS UNDER THE TERMS OF THE SERVICE AGREEMENT;
AND
   
   
(v)  THE SIGNATURE OF CALEDONIA ON THE SERVICE AGREEMENT SHALL BE DEEMED TO BE
THE SIGNATURE OF THE WAREHOUSEMAN.
   
   
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

                                                     Revision No.___________
                                                  Control No. ______________
   
                                  Appendix A
                    to the Service Agreement No. __________
                            Under ISS Rate Schedule
                                    Between
                 Caledonia Energy Partners, L.L.C. (Caledonia)
                                      And
                      ________________________ (Customer)
                            Dated ________________
   
Maximum Interruptible Storage Capacity (MISC)               ______________
Maximum Daily Injection Quantity (MDIQ)                    ______________
Injection Period:                  from: ________     to:  ___________
Maximum Daily Withdrawal Quantity (MDWQ)               ______________
Withdrawal Period:                 from: ________     to:  ___________
Ratchet Levels:
The quantities of Gas that Customer may inject or withdraw, pursuant to this
ISS Service Agreement shall be determined by the following ratchets, as a
percentage of MDIQ and MDWQ.
Maximum Daily Injection Quantity Subject to the following Ratchets:
  Storage            Storage       MDIQ        Available Daily Injection
 Inventory*         Inventory    Percentage %    Quantity (ADIQ) (Dth)
   
  0   to ____%      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________

Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %
   
   
   
   
* - Storage Balance expressed as a percentage of MISC.
Receipt Point:                                              ____
Delivery Point: ___________________________________________________
Rate Customer proposes to pay for storage service under ISS Rate Schedules:
Monthly Storage Capacity Charge ($/Dth):     _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
Other Terms (if applicable):
________________________________________________________________________
   
________________________________________________________________________
   
________________________________________________________________________
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

FORM OF
SERVICE AGREEMENT
   
Service Agreement No. ______________
Control No. _________________
   
AILS SERVICE AGREEMENT
   
THIS AGREEMENT, made and entered into on this _______ day of ___________ by
and between Caledonia Energy Partners, L.L.C. ("Caledonia") and
____________________________________________ ("Customer").
   
   
WITNESSETH:     That in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
   
   
Section 1.     Service to be Rendered.  Caledonia shall perform and Customer
shall receive service in accordance with the provisions of the effective AILS
Rate Schedule and applicable General Terms and Conditions of Caledonia s FERC
Gas Tariff, Original Volume No. 1 (Tariff), on file with the Federal Energy
Regulatory Commission (Commission), as the same may be amended or superseded
in accordance with the rules and regulations of the Commission.  Caledonia
shall loan quantities of Gas for Customer up to, but not exceeding, Customer s
Maximum Advanced Interruptible Loan Quantity (MAILQ) as specified in Appendix
A, as the same may be amended from time to time by agreement between Customer
and Caledonia, or in accordance with the rules and regulations of the
Commission.  Service hereunder shall be provided subject to the provisions of
Part 284 of the Commission s Regulations.
   
   
Section 2.     Term.     Service under this Agreement shall commence as of
____________ and shall continue in full force and effect until
________________ unless otherwise agreed to by mutual agreement of Caledonia
and Customer.  Pre-granted abandonment shall apply upon termination of this
Agreement.
   
   
Section 3.     Rates.     Customer shall pay Caledonia the charges as
described in the AILS Rate Schedule, and specified in Appendix A to this
Service Agreement.
   
   
Section 4.     Notices.  Notices to Caledonia under this Agreement shall be
addressed to the following:
   
   
Caledonia Energy Partners, LLC
2001 Timber Creek Road
Flower Mound, TX  75028
Attention:     Jim Goetz
Phone:          (972) 691-3332
Fax:          (972) 874-8743

and notices to Customer shall be addressed to the following:
_______________________________________
_______________________________________
_______________________________________
Attention:     _______________________
Phone:          _______________________
Fax:          _______________________
   
until changed by either Party by written notice.
   
Section 5.     Superseded Agreements.  This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service
Agreements:
   
   
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

Revision No.___________
Control No. ______________
   
Appendix A
to the Service Agreement No. __________
Under AILS Rate Schedule
Between
Caledonia Energy Partners, L.L.C. (Caledonia)
And
________________________ (Customer)
Dated ________________
   
Request Quantities:
Maximum Advanced Interruptible Loan Quantity (MAILQ)     _________________
Maximum Daily Withdrawal Quantity (MDWQ)          _________________
Withdrawal Period:                    from: ________     to:  ________
Maximum Daily Injection Quantity (MDIQ)               _________________
Injection Period:                    from: ________     to:  ________
Ratchet Levels:
The quantities of Gas that Customer may inject or withdraw, pursuant to this
AILS Service Agreement shall be determined by the following ratchets, as a
percentage of MDWQ and MDIQ.
   
Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %

Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
* - Storage Balance expressed as a percentage of MAILQ.
Receipt Point:                                              ____
Delivery Point: ___________________________________________________
Rate Customer proposes to pay for storage service under ILS Rate Schedules:
Monthly Loan Capacity Charge ($/Dth):          _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
Other Terms (if applicable):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

FORM OF
SERVICE AGREEMENT
   
Service Agreement No. ______________
Control No. _________________
   
ILS SERVICE AGREEMENT
   
THIS AGREEMENT, made and entered into on this _______ day of ___________ by
and between Caledonia Energy Partners, L.L.C. ("Caledonia") and
____________________________________________ ("Customer").
   
   
WITNESSETH:     That in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
   
   
Section 1.     Service to be Rendered.  Caledonia shall perform and Customer
shall receive service in accordance with the provisions of the effective ILS
Rate Schedule and applicable General Terms and Conditions of Caledonia s FERC
Gas Tariff, Original Volume No. 1 (Tariff), on file with the Federal Energy
Regulatory Commission (Commission), as the same may be amended or superseded
in accordance with the rules and regulations of the Commission.  Caledonia
shall loan quantities of Gas for Customer up to, but not exceeding, Customer s
Maximum Loan Quantity (MLQ) as specified in Appendix A, as the same may be
amended from time to time by agreement between Customer and Caledonia, or in
accordance with the rules and regulations of the Commission.  Service
hereunder shall be provided subject to the provisions of Part 284 of the
Commission s Regulations.
   
   
Section 2.     Term.     Service under this Agreement shall commence as of
____________ and shall continue in full force and effect until
________________ unless otherwise agreed to by mutual agreement of Caledonia
and Customer.  Pre-granted abandonment shall apply upon termination of this
Agreement.
   
   
Section 3.     Rates.     Customer shall pay Caledonia the charges as
described in the ILS Rate Schedule, and specified in Appendix A to this
Service Agreement.
   
   
Section 4.     Notices.  Notices to Caledonia under this Agreement shall be
addressed to the following:
   
   
Caledonia Energy Partners, LLC
2001 Timber Creek Road
Flower Mound, TX  75028
Attention:     Jim Goetz
Phone:          (972) 691-3332
Fax:          (972) 874-8743

and notices to Customer shall be addressed to the following:
_______________________________________
_______________________________________
_______________________________________
Attention:      _______________________
Phone:          _______________________
Fax:            _______________________
   
until changed by either Party by written notice.
   
Section 5.     Superseded Agreements.  This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service
Agreements:
   
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:  _______________________       By:  _________________________
   
     Title:    _______________________       Title:    _________________________
   
     Date:     _______________________       Date:     _________________________

Revision No.___________
Control No. ______________
   
Appendix A
to the Service Agreement No. __________
Under ILS Rate Schedule
Between
Caledonia Energy Partners, L.L.C. (Caledonia)
And
________________________ (Customer)
Dated ________________
   
Request Quantities:
Maximum Interruptible Loan Quantity (MILQ)
_________________
   
Maximum Daily Withdrawal Quantity (MDWQ)          _________________
Withdrawal Period:                    from: ________     to:  ________
Maximum Daily Injection Quantity (MDIQ)               _________________
Injection Period:                    from: ________     to:  ________
Ratchet Levels:
The quantities of Gas that Customer may inject or withdraw, pursuant to this
ILS Service Agreement shall be determined by the following ratchets, as a
percentage of MDWQ and MDIQ.
   
Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDWQ
Percentage (%)
Available Daily Withdrawal Quantity (ADWQ) (Dth)
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %
   
   
   
   
____ to ____ %

Maximum Daily Injection Quantity Subject to the following Ratchets:
Storage Balance*
Percentage (%)
   
Storage Balance
(Dth)
MDIQ
Percentage (%)
Available Daily Injection Quantity (ADIQ) (Dth) 
   
0       to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
____ to ____%
   
   
   
   
* - Storage Balance expressed as a percentage of MILQ.
Receipt Point:                                              ____
Delivery Point: ___________________________________________________
Rate Customer proposes to pay for storage service under ILS Rate Schedules:
Monthly Loan Capacity Charge ($/Dth):     _____________
Identify if Reservation or Volumetric charge applies:_____________
Injection Charge ($/Dth):                    _____________
Withdrawal Charge ($/Dth):                    _____________
Authorized Overrun Injection Charge ($/Dth):     _____________
Authorized Overrun Withdrawal Charge ($/Dth):     _____________
Fuel Reimbursement (% in kind):               _____________
Other Terms (if applicable):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
   
   
(CUSTOMER)     CALEDONIA ENERGY PARTNERS, L.L.C
   
     By:     _______________________          By:
_________________________
   
   
     Title:     _______________________          Title:
_________________________
   
   
     Date:     _______________________          Date:
_________________________

                          FORM OF CUSTOMER GUARANTY
   
     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
(Company).
   
                                    RECITAL
   
     [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
follows:
   
     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
Customer;
   
(ii) the existence, extent of, any release, exchange, surrender, non-perfection
or invalidity of any direct or indirect security for any of the Guaranteed
Obligations;
   
(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;

(v) the existence of any claim, set-off or other rights which Guarantor may
have any time against Customer, Company or any other corporation or person,
whether in connection herewith or in connection with any unrelated transaction;
provided that nothing herein shall prevent the assertion of any such claim by
separate suit or compulsory counterclaim;
   
(vi) the invalidity or unenforceability in whole or in part of the Contract(s)
or any Guaranteed Obligations or any instrument evidencing any Guaranteed
Obligations, or any provision of applicable law or regulation purporting to
prohibit payment by Customer of amounts to be paid by it under the Contract(s)
or any of the Guaranteed Obligations;
   
(vii) any other act or omission to act or delay of any kind of Customer or
Company which might, but for the provisions of this paragraph, constitute a
legal or equitable discharge of Guarantor s obligations
hereunder.
   
     3.   Term: Reinstatement in Certain Circumstances.  The term of this Guaranty
shall be the same as the term of the Contract(s); provided, however, that
termination of the Contract(s) shall not release Guarantor from liability for
any Guaranteed Obligations arising prior to the effective date of such
termination or during any grace period post-termination.  If at any time any
payment of any of the Guaranteed Obligations is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of
Customer or otherwise, Guarantor s obligations hereunder with respect to such
payment shall be reinstated at such time as though such payment had not been
made.
   
     4.   Waiver by Guarantor.  Guarantor irrevocably waives acceptance hereof,
diligence, presentment, demand, protest, notice of dishonor, notice of any sale
of collateral and any notice not provided for herein, any right of subrogation
to Customer s rights against Company under the Contract(s) or otherwise, and
any requirement that at any time any person exhaust any right to take any
action against Customer or its assets or any other guarantor or
person.
   
     5.   Subrogation.  Upon making any payment hereunder, Guarantor shall be
subrogated to the rights of Company against Customer with respect to such
payment; provided, that Guarantor shall not enforce any right or receive any
payment by way of subrogation until all of the Guaranteed Obligations then due
shall have been paid in full and Company agrees to take, at Guarantor s sole
expense, such steps as Guarantor may reasonably request to implement such
subrogation.
   
     6.   Stay of Acceleration Ineffective with Respect to Guarantor.  In the event
that acceleration of the time for payment of any amount payable by Customer
under the Contract(s) is stayed upon the insolvency, bankruptcy or
reorganization of Customer, all such amounts otherwise subject to acceleration
or required to be paid upon an early termination pursuant to the terms of the
Contract(s) shall nonetheless be payable by the Guarantor hereunder forthwith
on demand by Company.

  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 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)     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)     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
Tariff.
   
   
          (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
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 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

          To Company:
                    Caledonia Energy Partners, LLC_
                    2001 Timber Creek Road______
                    Flower Mound, TX  75028_____
                    Attention:  __Jim Goetz_______
   
          To Guarantor:
                    ___________________________
                    ___________________________
                    ___________________________
                    Attention:___________________
   
or such other address as each party shall from time to time supply.
   
     12.  Governing Law and Jurisdiction.  This Guaranty will be governed by and
construed in accordance with the laws of the State of Texas, without reference
to choice of law doctrine.  Guarantor hereby irrevocably submits itself to the
non-exclusive jurisdiction of the state and federal courts of the State of New
York and agrees and consents and does hereby waive the defense that any
proceeding arising out of or in any way related to the guaranty is brought in
is an inconvenient forum or that venue thereof is improper, and further agrees
to a transfer of any such proceeding to a federal court sitting in the State of
New York, to the extent it has subject matter jurisdiction.
   
     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and
delivered as of the date first above written.
   
                              [GUARANTOR]
   
                              By:  ___________________
                              Name:     ___________________
                              Title:    ___________________

   
                         FORM OF SERVICE AGREEMENT
              FOR CAPACITY RELEASE UMBRELLA AGREEMENT UNDER
                           FSS RATE SCHEDULE
This Capacity Release Umbrella Agreement, made and entered into this ___ day of
_____________, ______ by and between _____________ (herein called Replacement
Customer), and CALEDONIA ENERGY PARTNERS, L.L.C., a Delaware limited liability
corporation (herein called Caledonia),
                              W I T N E S S E T H:
WHEREAS,
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
herein contained, the Replacement Customer and Caledonia hereby agree as
follows:
                                   ARTICLE I
                               SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, so long as the
financial evaluation and credit appraisal requirements are met in order for
Replacement Customer to be on Caledonia s approved bidder list for capacity
releases and execute this Capacity Release Umbrella Agreement pursuant to
Section 9 of Caledonia s General Terms and Conditions, and this Capacity
Release Umbrella Agreement is effective, Replacement Customer may bid from time
to time on proposed capacity releases under FSS Rate Schedule pursuant to the
procedures set forth in Section 9 of Caledonia s General Terms and Conditions.
If at any time a bid submitted by Replacement Customer is accepted by Caledonia
with respect to a given capacity release, Caledonia will promptly finalize the
appropriate Addendum to this Capacity Release Umbrella Agreement, in the format
attached hereto.  The parties agree that each Addendum is an integral part of
this Capacity Release Umbrella Agreement as if executed by the parties hereto
and fully copied and set forth herein at length and is binding on the parties
hereto.  Upon finalization of such Addendum, Replacement Customer and Caledonia
agree that Replacement Customer shall be considered for all purposes as a
Customer with respect to the released service.
Upon the finalization of an Addendum, subject to the terms, conditions and
limitations hereof and of Caledonia s FSS Rate Schedule, Caledonia agrees to
provide the released service for Replacement Customer under the applicable rate
schedule, provided however, the Replacement Customer qualified under the
financial evaluation and credit appraisal requirements set forth in Sections 3
and 24 of Caledonia s General Terms and Conditions at the time it submitted the
bid Caledonia accepted with respect to such release.
Replacement Customer hereby agrees to promptly provide any information
necessary for Caledonia to reevaluate Caledonia s credit appraisal as
contemplated by Sections 3 and 24 of Caledonia s General Terms and Conditions
and to advise Caledonia of any material change in the information previously
provided by the Replacement Customer to Caledonia.

  





 
  

  

  
Issued by: Jim Goetz
  

   
Issue date: 03/30/07
   

   
Effective date: 05/01/07
  
  
  
  


 
  
  
  
   
   
   
   
   
   
     
  
  
    
  
  



  
  

  

   
Caledonia Gas Storage L.L.C.
   
 
   
Original Sheet No. 89 : Effective
 
  
  
FERC Gas Tariff

  
First Revised Volume No. 1
  
  
  
  


  
(a)  Caledonia Energy Partners, LLC
        2001 Timber Creek Road
        Flower Mound, TX
        75028
   
Attention: Jim Goetz
   
(b)  Replacement Customer:
or such other address as either party shall designate by formal written notice.
                                ARTICLE V
                              INTERPRETATION
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
jurisdiction.
  ARTICLE VIRELATIONSHIP BETWEEN REPLACEMENT CUSTOMERAND RELEASING CUSTOMER
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.

  





 
  

  

  
Issued by: Jim Goetz
  

   
Issue date: 03/30/07
   

   
Effective date: 05/01/07
  
  
  
  


 
  
  
  
   
   
   
   
   
   
     
  
  
    
  
  



  
  

  

   
Caledonia Gas Storage L.L.C.
   
 
   
Original Sheet No. 90 : Effective
 
  
  
FERC Gas Tariff

  
First Revised Volume No. 1
  
  
  
  


  
                         FORM OF SERVICE AGREEMENT FOR
                    CAPACITY RELEASE UMBRELLA AGREEMENT UNDER
                         FSS RATE SCHEDULES(continued)
IN WITNESS WHEREOF, the parties hereto have caused this Capacity Release
Umbrella to be signed by their respective Presidents, Vice Presidents or other
duly authorized agents and their respective corporate seals to be hereto
affixed and attested by their respective Secretaries or Assistant Secretaries,
the day and year first above written.
CALEDONIA ENERGY PARTNERS, L.L.C.
   
By:     ______________________________
   
Title:  ______________________________
   
Date:   ______________________________
   
   
(Replacement Customer)
   
By:     ______________________________
   
Title:  ______________________________
   
Date:   ______________________________

  





 
  

  

  
Issued by: Jim Goetz
  

   
Issue date: 03/30/07
   

   
Effective date: 05/01/07
  
  
  
  


 
  
  
  
   
   
   
   
   
   
     
  
  
    
  
  



  
  

  

   
Caledonia Gas Storage L.L.C.
   
 
   
Original Sheet No. 91 : Effective
 
  
  
FERC Gas Tariff

  
First Revised Volume No. 1
  
  
  
  


  
                         FORM OF SERVICE AGREEMENT FOR
                    CAPACITY RELEASE UMBRELLA AGREEMENT UNDER
                         FSS RATE SCHEDULES(continued)
Deal No.: ____________
Addendum Contract No.: ____________
Capacity Release Umbrella Agreement No.: ____________
   
Addendum No.: ____________
Capacity Release Rate Schedule ____________
   
Replacement Customer: ____________
Releasing Customer: ______________
Releasing Customer s Contract No.: ____________
Begin Date of Release: ____________
End Date of Release: ____________
   
Rates:    (Volumetric or Reservation]
     Reservation Charge $_______
   
Surcharges:
  Description                                            Rate
  __________________________________________________     $__________
  __________________________________________________     $__________
  __________________________________________________     $__________
   
Volume Commitment                       (Dth/Billing Period)
Maximum Storage Capacity (MSC):                   ___________ (Dth)
Maximum Daily Injection Quantity (MDIQ):          ___________ (Dth)
Maximum Daily Withdrawal Quantity (MDWQ):         ___________ (Dth)
   
Ratchet Levels:
The quantities of Gas that Replacement Customer may inject or withdraw,
pursuant to this FSS Service Agreement shall be determined by the following
ratchets, as a percentage of MDIQ and MDWQ.

  





 
  

  

  
Issued by: Jim Goetz
  

   
Issue date: 03/30/07
   

   
Effective date: 05/01/07
  
  
  
  


 
  
  
  
   
   
   
   
   
   
     
  
  
    
  
  



  
  

  

   
Caledonia Gas Storage L.L.C.
   
 
   
Original Sheet No. 92 : Effective
 
  
  
FERC Gas Tariff

  
First Revised Volume No. 1
  
  
  
  


  
Maximum Daily Injection Quantity Subject to the following Ratchets:
  Storage            Storage       MDIQ        Available Daily Injection
 Inventory*         Inventory    Percentage %    Quantity (ADIQ) (Dth)
   
  0   to ____%      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
   
   
   
Maximum Daily Withdrawal Quantity Subject to the following Ratchets:
  Storage            Storage       MDIQ        Available Daily Injection
 Inventory*         Inventory    Percentage %    Quantity (ADIQ) (Dth)
   
  0   to ____%      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
____ to ____ %      _________     _________      ___________________
   
   
   
          * - Storage Balance expressed as a percentage of MSC.
   
Receipt Point: __________________________________________________________
Delivery Point: _________________________________________________________

  





 
  

  

  
Issued by: Jim Goetz
  

   
Issue date: 03/30/07
   

   
Effective date: 05/01/07
  
  
  
  


 
  
  
  
   
   
   
   
   
   
     
  
  
    
  
  



  
  

  

   
Caledonia Gas Storage L.L.C.
   
 
   
Original Sheet No. 93 : Effective
 
  
  
FERC Gas Tariff

  
First Revised Volume No. 1
  
  
  
  


  
                         FORM OF SERVICE AGREEMENT FOR
                    CAPACITY RELEASE UMBRELLA AGREEMENT UNDER
                         FSS RATE SCHEDULES (Continued)
          Addendum No. ______ (Con t)
Capacity Release
Rate Schedule
   
Is this capacity subject to right of recall?     Yes ______     No ______
Notification and Recall Conditions (if applicable):
   
_________________________________________________________________________
   
_________________________________________________________________________
   
_________________________________________________________________________
   
Are there any restrictions on released capacity? Yes ______     No ______
Restrictions (if applicable):
   
_________________________________________________________________________
   
_________________________________________________________________________
   
_________________________________________________________________________
   
Was Caledonia s default bid evaluation criteria used?
                                                 Yes ______     No ______
Evaluation Criteria (if applicable):
   
_________________________________________________________________________
   
_________________________________________________________________________
   
_________________________________________________________________________
   
Were contingent bids accepted?                   Yes ______     No ______
Contingency comments (if applicable):
   
_________________________________________________________________________
   
_________________________________________________________________________
   
_________________________________________________________________________

  





 
  

  

  
Issued by: Jim Goetz
  

   
Issue date: 03/30/07
   

   
Effective date: 05/01/07
  
  
  
  


 
  
  
  
   
   
   
      
  
  
    
  
  



  
  

  

   
Caledonia Gas Storage L.L.C.
   
 
   
Original Sheet No. 94 : Effective
 
  
  
FERC Gas Tariff

  
First Revised Volume No. 1
  
  
  
  


  
Other Terms and Conditions of Release:  (e.g., restrictions on release, third
party agent and terms of third party agency relationship, and agreements
between Replacement Customer and Releasing Customer)
_________________________________________________________________________
   
_________________________________________________________________________
   
_________________________________________________________________________
   
This Addendum, entered into, pursuant to Caledonia s capacity release program
and to the executed Capacity Release Umbrella Agreement between Caledonia and
the Replacement Customer, is heretofore made a part of and subject to the
aforementioned Capacity Release Umbrella Agreement.
   
                                        CALEDONIA ENERGY PARTNERS, L.L.C.
   
                                        By: ____________________________
   
                                        Title: _________________________
   
                                        Date: __________________________
   
   
                                        ________________________________
                                        (Replacement Customer)
   
   
                                        By: ____________________________
   
                                        Title: _________________________
   
                                        Date: __________________________

  





 
  

  

  
Issued by: Jim Goetz
  

   
Issue date: 03/30/07
   

   
Effective date: 05/01/07