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.