SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File No. 1-9874
CALENERGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2213782
(State or other (I.R.S. Employer
jurisdiction or organization) Identification No.)
or organization)
302 South 36th Street, Suite 400, Omaha, NE 68131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 341-4500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange
Common Stock, $0.0675 on which registered
par value ("Common Stock") New York Stock
Exchange
Pacific Stock Exchange
London Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: N/A
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes X No______
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Based on the closing sales price of Common Stock on the New York Stock
Exchange on March 17, 1997, the aggregate market value of the Common Stock held
by non-affiliates of the Company was $2,223,535,825.
63,529,595 shares of Common Stock were outstanding on March 17, 1997.
Documents incorporated by reference: N/A
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated by reference into this Form 10-K, in response to Item 3, Part I,
Items 6 through 8 of Part II, and Items 10 through 13 of Part III, are the
portions indicated herein of (i) the annual report of CalEnergy Company, Inc.
(the "Company") to security holders for the fiscal year ended December 31,
1996 (the "Annual Report"), and (ii) the Company's proxy statement dated April
4, 1997 for the annual meeting of stockholders to be held on May 15, 1997 (the
"Proxy Statement").
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Omaha,
State of Nebraska, on this 30th day of April, 1997.
CALENERGY COMPANY, INC.
/s/ David L. Sokol*
By David L. Sokol
President and Chief Executive
Officer
By: /s/ Steven A. McArthur
Steven A. McArthur
Attorney-in-Fact
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature
Date
/s/ David L. Sokol* April 30, 1997
David L. Sokol
Chairman of the Board,
Chief Executive Officer, and
Director
/s/ John G. Sylvia
April 30, 1997
John G. Sylvia,
Senior Vice President,
Chief Financial Officer, and
Treasurer
/s/ Edgar D. Aronson* April 30,
1997
Edgar D. Aronson
Director
/s/ Judith E. Ayres* April 30, 1997
Judith E. Ayres
Director
/s/ James Q. Crowe* April 30, 1997
James Q. Crowe
Director
*By:/s/ Steven A. McArthur
April 30, 1997
Steven A. McArthur
Attorney-in-Fac
/s/ Richard K. Davidson* April 30, 1997
Richard K. Davidson
Director
/s/ David H. Dewhurst* April 30, 1997
David H. Dewhurst
Director
/s/ Richard R. Jaros* April 30,
1997
Richard R. Jaros
Director
/s/ Ben Holt* April 30, 1997
Ben Holt
Director
/s/ David R. Morris* April 30, 1997
David Morris
Director
/s/ John R. Shiner* April 30, 1997
John R. Shiner
Director
/s/ Bernard W. Reznicek* April 30, 1997
Bernard W. Reznicek
Director
/s/ Walter Scott, Jr.* April 30,
1997
Walter Scott, Jr.
Director
/s/ David E. Wit* April 30, 1997
David E. Wit
Director
*By:/s/ Steven A. McArthur April
30, 1997
Steven A. McArthur
Attorney-in-Fact
The undersigned registrant hereby amends and supplements Item 14 of its
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, by
filing herewith an amended and restated Exhibit Index which shall read as
follows and by filing herewith the following Exhibits noted by an asterisk
(*):
EXHIBIT INDEX
3.1 The Company's Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of the Company's Form 10-K for the year ended
December 31, 1992, File No. 1-9874 (the "1992 Form 10-K")).
3.2 Certificate of Amendment of the Company's Restated Certificate of
Incorporation, dated June 23, 1993 (incorporated by reference to the
Company's Form 8-A, dated July 28, 1993, File No. 1-9874 ("Form 8-A")).
3.3 Certificate of Amendment of the Company's Restated Certificate of
Incorporation dated, February 23, 1995 (incorporated by reference to
Exhibit 3.3 to the Company's Form 10-K/A Amendment (dated March 31, 1995)
to the Company's Form 10-K for the year ended December 31, 1994, File No.
1-9874 (the "1994 Form 10-K")).
3.4 Certificate of Ownership and Merger, effective March 26, 1996.
(incorporated by reference to Exhibit 3.4 of the Company's Form 10-K for
the year ended December 31, 1995, File No. 1-9874 (the 1995 Form 10-K")).
3.5 The Company's Certificate of Designation with respect to the Company's
Series C Redeemable Convertible Exchangeable Preferred Stock, dated
November 20, 1991, including a form of the 9.5% Convertible Subordinated
Debentures due 2003 (incorporated by reference to Exhibit 3.1 of the
Company's 1992 Form 10-K).
3.6 The Company's By-Laws as amended through February 21, 1997.
4.1 Specimen copy of form of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Company's Form 10-K for the year ended
December 31, 1993, File No. 1-9874 (the "1993 Form 10-K")).
4.2 Shareholders Rights Agreement between the Company and Manufacturers
Hanover Trust Company of California dated December 1, 1988 (incorporated
by reference to Exhibit 1 to Company's Form 8-K dated December 5, 1988,
File No. 1-9874).
4.3 Amendment Number 1 to Shareholder Rights Agreement, dated February 15,
1991 (incorporated by reference to Exhibit 4.2 to the Company's 1992 Form
10-K).
4.4 Escrow Deposit Agreement between Bank of American National Trust and
Savings Association and the Company dated March 3, 1994 (incorporated by
reference to Exhibit 4.7 to the Company's 1993 Form 10-K).
10.1 Joint Venture Agreement for China Lake Joint Venture between the Company
and Caithness Geothermal 1980 Ltd., restated as of January 1, 1984
(incorporated by reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1, 33-7770).
10.2 Amended Joint Venture Agreement for Coso Land Company between the Company
and Caithness Geothermal 1980 Ltd., dated as of June 1, 1983
(incorporated by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1, 33-7770).
10.3 Amended General Partnership Agreement for Coso Finance Partners between
China Lake Operating Company and ESCA I L.P. dated July 13, 1988
(incorporated by reference to Exhibit 10.3 to the Company's 1992 Form 10-
K).
10.4 First Supplemental Amendment to the Amended and Restated General
Partnership Agreement for Coso Finance Partners between China Lake
Operating Company and ESCA L.P. (Undated) (incorporated by reference to
Exhibit 10.4 to the Company's 1992 Form 10-K).
10.5 Second Supplemental Amendment to the Amended and Restated General
Partnership Agreement for Coso Finance Partners between China Lake
Operating Company and ESCA L.P. dated as of July 13, 1988 (incorporated
by reference to Exhibit 10.5 to the Company's 1992 Form 10-K).
10.6 Third Supplemental Amendment to the Amended and Restated General
Partnership Agreement for Coso Finance Partners between China Lake
Operating Company and ESCA L.P. dated as of December 16, 1992
(incorporated by reference to Exhibit 10.6 to the Company's 1992 Form 10-
K).
10.7 General Partnership Agreement for Coso Finance Partners II between China
Lake Geothermal Management Company and ESCA II L.P. dated July 7, 1987
(incorporated by reference to Exhibit 10.7 to the Company's 1992 Form 10-
K).
10.8 Restated General Partnership Agreement for Coso Energy Developers between
Coso Hotsprings Intermountain Power Inc. and Caithness Coso Holdings L.P.
dated as of March 31, 1988 (incorporated by reference to Exhibit 10.8 to
the Company's 1992 Form 10-K).
10.9 First Amendment to the Restated General Partnership Agreement for Coso
Energy Developers between Coso Hotsprings Intermountain Power, Inc. and
Caithness Coso Holdings, L.P. dated as of March 31, 1988 (incorporated by
reference to Exhibit 10.9 to the Company's 1992 Form 10-K).
10.10 Second Amendment to the Restated General Partnership Agreement for Coso
Energy Developers between Coso Hotsprings Intermountain Power, Inc. and
Caithness Coso Holdings L.P. dated as of December 16, 1992 (incorporated
by reference to Exhibit 10.10 to the Company's 1992 Form 10-K).
10.11 Amended and Restated General Partnership Agreement for Coso Power
Developers between Coso Technology Corporation and Caithness Navy II
Group L.P. dated July 31, 1989 (incorporated by reference to Exhibit
10.11 to the Company's 1992 Form 10-K).
10.12 First Amendment to the Amended and Restated General Partnership for Coso
Power Developers between Coso Technology Corporation and Caithness Navy
II Group L.P. dated as of March 19, 1991 (incorporated by reference to
Exhibit 10.12 to the Company's 1992 Form 10-K).
10.13 Second Amendment to the Amended and Restated General Partnership
Agreement for Coso Power Developers between Coso Technology Corporation
and Caithness Navy II Group L.P. dated as of December 16, 1992
(incorporated by reference to Exhibit 10.13 to the Company's 1992 Form
10-K).
10.14 Form of Amended and Restated Field Operation and Maintenance Agreement
between Coso Joint Ventures and the Company dated as of December 16, 1992
(incorporated by reference to Exhibit 10.14 of the Company's 1992 Form
10-K).
10.15 Form of Amended and Restated Project Operation and Maintenance Agreement
between Coso Joint Venture and the Company dated as of December 16, 1992
(incorporated by reference to Exhibit 10.15 to the Company's 1992 Form
10-K).
10.16 Trust Indenture between Coso Funding Corp. and Bank of America National
Trust and Savings Association dated as of December 16 1992 (incorporated
by reference to Exhibit 10.16 to the Company's 1992 Form 10-K).
10.17 Form of Amended and Restated Credit Agreement between Coso Funding Corp.
and Coso Joint Ventures dated as of December 16, 1992 (incorporated by
reference to Exhibit 10.17 to the Company's 1992 Form 10-K).
10.18 Form of Support Loan Agreement among Coso Joint Ventures dated December
16, 1992 (incorporated by reference to Exhibit 10.18 to the Company's
1992 Form 10-K).
10.19 Form of Project Loan Pledge Agreement between Coso Joint Ventures and
Bank of America National Trust and Savings dated as of December 16, 1992
(incorporated by reference to Exhibit 10.19 to the Company's 1992 Form
10-K).
10.20 Power Purchase Contracts between Southern California Edison Company and:
(a) China Lake Joint Venture, executed June 4, 1984 with a term of 24
years;
(b) China Lake Joint Venture, executed February 1, 1985 with a term of
23 years; and
(c) Coso Geothermal Company, executed February 1, 1985 with a term of
30 years (incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-1, 33-7770).
10.21 Contract No. N62474-79-C-5382 between the United States of America and
China Lake Joint Venture, restated October 19, 1983 as "Modification
P00004," including modifications through "Modification P00026", dated
December 16, 1992 (the "Navy Contract")(incorporated by reference to
Exhibit 10.21 to the Company's 1992 Form 10-K).
10.22 Modification to Contract No. P00028, dated June 28, 1993, Modification to
Contract No. P00029, dated October 4, 1994 and Modification to Contract
No. P00031, dated December 19, 1994 all amending the Navy Contract
"(incorporated by reference to Exhibit 10.22 to the Company's 1994 Form
10-K)."
10.23 Lease between the BLM and Coso Land Company, effective November 1, 1985
(with Designation of Geothermal Operator) (incorporated by reference to
Exhibit 10.8 to the Company's Registration Statement on Form S-1, 33-
7770).
10.24 Stock Purchase Agreement between the Company and Kiewit Energy Company
dated as of February 18, 1991, as amended as of June 19, 1991
(incorporated by reference to Exhibit 1 to the Company's Form 8-K dated
February 26, 1991).
10.25 Amendment No. 2 to Stock Purchase Agreement between Kiewit Energy Company
and the Company dated as of January 8, 1992 (incorporated by reference to
Exhibit 10.24 to the Company's 1992 Form 10-K).
10.26 Amendment No. 3 to Stock Purchase Agreement between Kiewit Energy Company
and the Company dated as of April 2, 1993 (incorporated by reference to
Exhibit 10.25 to the Company's 1993 Form 10-K).
10.27 Shareholders Agreement between the Company and Kiewit Energy Company
dated as of February 18, 1991, as amended as of June 19, 1991 and as of
November 20, 1991 (incorporated by reference to Exhibit 1 to the
Company's Form 8-K dated February 26, 1991, Exhibit 1 to the Company's
Form 8-K dated July 18, 1992, and Exhibit 3 to the Company's Form 8-K
dated November 23, 1991).
10.28 Amendment No. 3 to Shareholder's Agreement between the Company and Kiewit
Energy Company dated as of April 2, 1993 (incorporated by reference to
Exhibit 14 to the Company's Form 8-A).
10.29 Amendment No. 4 to Shareholder's Agreement between the Company and Kiewit
Energy Company dated as of July 20, 1993 (incorporated by reference to
Exhibit 10.28 to the Company's 1993 Form 10-K).
10.30 Registration Rights Agreement between the Company and Kiewit Energy
Company dated as of February 18, 1991, as amended as of June 19, 1991
(incorporated by reference to Exhibit 1 to the Company's Form 8-K dated
February 26, 1991, and Exhibit 1 to the Company's Form 8-K dated July 18,
1992).
10.31 Registration Rights Agreement between the Company and Kiewit Energy
Company dated June 19, 1991, as amended November 20, 1991 (incorporated
by reference to Exhibit 1 of the Company's Form 8-K dated June 19, 1991
and Exhibit 4 to the Company's Form 8-K dated November 21, 1991).
10.32 Stock Option Agreement between the Company and Kiewit Energy Company
dated as of February 18, 1991, as amended as of June 19, 1991
(incorporated by reference to Exhibit 1 to the Company's Form 8-K dated
February 26, 1991, and Exhibit 1 to the Company's Form 8-K dated July 18,
1992).
10.33 Amendment No. 2 to Stock Option Agreement between the Company and Kiewit
Energy Company dated as of May 12, 1994 (incorporated by reference to
Exhibit 10.33 to the Company's 1995 Form 10-K).
10.34 Stock Option Agreement between the Company and Kiewit Energy Company
dated as of June 19, 1991 (incorporated by reference to Exhibit 1 to the
Company's Form 8-K dated July 18, 1991).
10.35 Securities Purchase Agreement between the Company and Kiewit Energy
Company dated as of November 20, 1991 (incorporated by reference to
Exhibit 2 to the Company's Form 8-K dated November 21, 1991).
10.36 1996 Employee Stock Option Plan, as amended (incorporated by reference to
Exhibit A to the Company's 1996 Proxy Statement).
10.37 1994 Employee Stock Purchase Plan (incorporated by reference to Exhibit A
to the Company's 1994 Proxy Statement).
10.38 Indenture between the Company and The Chemical Trust Company of
California dated as of June 24, 1993 (incorporated by reference to the
Company's Form 8-K dated June 24, 1993, File No. 1-9874).
10.39 Registration Rights Agreement among the Company, Lehman Brothers, Inc.
and Alex Brown & Sons Incorporated dated June 24, 1993 (incorporated by
reference to the Company's Form 8-K dated June 24, 1993, File No. 1-
9874).
10.40 Indenture dated March 24, 1994 between the Company and IBJ Schroder Bank
and Trust Company (incorporated by reference to Exhibit 3 to the
Company's Form 8-K dated March 28, 1994).
10.41 Amended and Restated Employment Agreement between the Company and David
L. Sokol dated as of August 21, 1995 (incorporated by reference to
Exhibit 10.82 to the Company's 1995 Form 10-K).
10.42 Restricted Stock Exchange Agreement between the Company and David L.
Sokol dated as of November 29, 1995 (incorporated by reference to Exhibit
10.43 to the Company's 1995 Form 10-K).
10.43 Amendment No. 1 to the Amended and Restated Employment Agreement between
the Company and David L. Sokol, dated August 28, 1996.
10.44 Employment Agreement between the Company and Gregory E. Abel, dated
August 6, 1996.
10.45 Employment Agreement between the Company and John G. Sylvia, dated August
6, 1996.
10.46 Employment Agreement between the Company and Steven A. McArthur, dated
August 6, 1996.
10.47 Standard Offer Number 2, Standard Offer for Power Purchase with a Firm
Capacity Qualifying Facility effective June 15, 1990 ("SO2") between San
Diego Gas & Electric Company and Bonneville Pacific Corporation
(incorporated by reference to Exhibit 10.42 to the Company's 1993 Form
10-K).
10.48 Amendment Number One to the SO2 dated September 25, 1990 (incorporated by
reference to Exhibit 10.43 to the Company's 1993 Form 10-K).
10.49 Joint Venture Agreement among the Company, Kiewit Diversified Group Inc.
and Kiewit Construction Group Inc. dated December 14, 1993 (incorporated
by reference to Exhibit 10.44 to the Company's 1993 Form 10-K).
10.50 Joint Venture Agreement between the Company and Kiewit Diversified Group
Inc., dated December 4, 1996.
10.51 Agreement and Plan of Merger between the Company, CE Acquisition Company,
Inc. and Magma dated December 5, 1994 (incorporated by reference to
(c)(3) to Exhibit 99.1 to the Company's Current Report on Form 8-K dated
December 9, 1994).
10.52 Stock Purchase Agreement between CalEnergy Imperial Valley Company, Inc.
and Edison Mission Energy, dated as of March 27, 1996 (incorporated by
reference to Exhibit 10.50 to the Company's 1995 Form 10-K).
10.53 Standard Offer No. 4 Power Purchase Agreement (Elmore), dated June 15,
1984, between Southern California Edison Company and Magma Electric
Company including Amendments No. 1 and No. 2 (incorporated by reference
to Exhibit 10.14 to Magma Power Company's Amendment No. 1 to Registration
Statement Form S-4 dated February 2, 1988, ("Magma 1988 Form S-4")).
10.54 Standard Offer No. 4 Power Purchase Agreement (Del Ranch) dated February
22, 1984, between Southern California Edison Company and Imperial Energy
Corporation, including Amendments No. 1 and No. 2 (incorporated by
reference to Exhibit 10.15 to the Magma 1988 Form S-4).
10.55 Standard Offer No. 4 Power Purchase Agreement (Vulcan), dated June 15,
1984, between Southern California Edison Company and Magma Electric
Company including Amendment No. 1 (incorporated by reference to Exhibit
10.16 to the Magma 1988 Form S-4).
10.56 Standard Offer No. 4 Power Purchase Agreement (River Ranch), dated April
16, 1985, between Southern California Edison Company and Imperial Energy
Corporation, including Amendment No. 1 (incorporated by reference to
Exhibit 10.20 to the Magma 1988 Form S-4).
10.57 Partnership Agreement dated August 30, 1985 between Vulcan Power Company
and BN Geothermal, Inc. (incorporated by reference to Exhibit 10.88 to
the Magma Power Company's Form 8 Amendment (dated December 18, 1990) to
Magma Power Company's Form 10-K for the year ended December 31, 1989
("Magma Form 8")).
10.58 Amended and Restated Limited Partnership Agreement of Del Ranch, Ltd., a
California Limited Partnership, dated March 14, 1988 by and among Red
Hill Geothermal, Inc. and Conejo Energy Company, as General Partners, and
Magma Power Company and Conejo Energy Company, as Original Limited
Partners (incorporated by reference to Exhibit 10.53 to the Magma Power
Company Annual Report on Form 10-K for the year ended December 31, 1987,
File No. 0-10533 ("1987 Magma Form 10-K")).
10.59 Limited Partnership Agreement of Leathers, L.P., dated August 15, 1988 by
and among Red Hill Geothermal, Inc. and San Felipe Energy Company, as
General Partners, and Magma Power Company and San Felipe Energy Company,
as Limited Partners (incorporated by reference to Exhibit 10.79 to the
Magma Power Company Annual Report on Form 10-K for the year ended
December 31, 1988, File No. 0-10533 ("1988 Magma Form 10-K")).
10.60 Amended and Restated Limited Partnership Agreement of Elmore, Ltd., a
California Limited Partnership, dated March 14, 1988 by and among Red
Hill Geothermal, Inc. and Niguel Energy Company, as General Partners, and
Magma Power Company and Niguel Energy Company, as Original Limited
Partners (incorporated by reference to Exhibit 10.55 to the 1987 Magma
Form 10-K).
10.61 Operating and Maintenance Agreement dated March 14, 1988 by and between
Red Hill Geothermal, Inc. and Del Ranch, Ltd., a California Limited
Partnership (incorporated by reference to Exhibit 10.56 to the 1987 Magma
Form 10-K).
10.62 First Amendment to Operating and Maintenance Agreement dated as of April
14, 1989 between Red Hill Geothermal, Inc. and Del Ranch L.P. and the
Second Amendment to the Operating and Maintenance Agreement dated April
18, 1990 "(incorporated by reference to Exhibit 10.60 to the Company's
Form 10-K/A Amendment (dated March 31, 1995) to the Company's 1994 Form
10-K)."
10.63 Operating and Maintenance Agreement dated August 15, 1988 by and between
Red Hill Geothermal, Inc. and Leathers, L.P. (incorporated by reference
to Exhibit 10.84 to the 1988 Magma Form 10-K).
10.64 First Amendment to Operating and Maintenance Agreement dated as of April
14, 1989 between Red Hill Geothermal, Inc. and Leathers, L.P. and the
Second Amendment to the Operating and Maintenance Agreement dated April
18, 1990 "(incorporated by reference to Exhibit 10.62 to the Company's
1994 Form 10-K)."
10.65 Operating and Maintenance Agreement dated March 14, 1988 by and between
Red Hill Geothermal, Inc. and Elmore, Ltd., a California Limited
Partnership (incorporated by reference to Exhibit 10.57 to the 1987 Magma
Form 10-K).
10.66 First Amendment to the Operating and Maintenance Agreement dated as of
April 14, 1988 between Red Hill Geothermal, Inc. and Elmore, Ltd., a
California Limited Partnership and the Second Amendment to the Operating
and Maintenance Agreement dated April 18, 1990 "(incorporated by
reference to Exhibit 10.64 to the Company's 1994 Form 10-K)."
10.67 Brine Sales Agreement dated August 30, 1985 between Vulcan Power Company
and Vulcan/BN Geothermal Power Company (incorporated by reference to
Exhibit 10.90 to the Magma Power Company Form 8 Amendment (dated December
18, 1990) to the Magma Power Company Form 10-K for the year ended
December 31, 1989).
10.68 Easement Grant Deed and Agreement Regarding Rights for Geothermal
Development dated March 14, 1988 by and between Magma Power Company and
Del Ranch, Ltd., a California Limited Partnership (incorporated by
reference to Exhibit 10.58 to the 1987 Magma Form 10-K).
10.69 Easement Grant Deed and Agreement Regarding Rights for Geothermal
Development dated August 15, 1988 by and between Magma Power Company and
Leathers, L.P. (incorporated by reference to the 1988 Magma Form 10-K).
10.70 Easement Grant Deed and Agreement Regarding Rights for Geothermal
Development dated March 14, 1988 by and between Magma Power Company and
Elmore, Ltd., a California Limited Partnership (incorporated by reference
to Exhibit 10.59 to the 1987 Magma Form 10-K).
10.71 Administrative Services Agreement dated March 14, 1988 by and between Red
Hill Geothermal, Inc. and Del Ranch, Ltd., a California Limited
Partnership (incorporated by reference to the 1987 Magma Form 10-K).
10.72 Administrative Services Agreement dated August 15, 1988 by and between
Red Hill Geothermal, Inc. and Leathers, L.P. (incorporated by reference
to Exhibit 10.82 to the 1988 Magma Form 10-K).
10.73 Administrative Services Agreement dated March 14, 1988 by and between Red
Hill Geothermal Inc. and Elmore, Ltd., a California Limited Partnership
(incorporated by reference to Exhibit 10.63 to the 1987 Magma Form 10-K).
10.74 Amended and Restated Credit Agreement dated as of April 18, 1990 among
Del Ranch, Ltd. a California Limited Partnership, the Banks Listed
therein, and Morgan Guaranty Trust Company of New York, as Agent
(incorporated by reference to Exhibit 10.72 to the Company's 1994 Form
10-K).
10.75 LOC Debt Facility Agreement dated as of April 18, 1990 among Del Ranch,
Ltd., a California Limited Partnership, the Banks listed therein, Morgan
Guaranty Trust Company of New York as the Agent and Fuji Bank, Limited,
Los Angeles Agency, as Fronting Bank (incorporated by reference to
Exhibit 10.73 to the Company's 1994 Form 10-K).
10.76 Security Agreement dated March 14, 1988 among Del Ranch, Ltd., a
California Limited Partnership, Morgan Guaranty Trust Company of New
York, as Agent for and on behalf of the Banks, Morgan Guaranty Trust
Company of New York, and Morgan Guaranty Trust Company of New York, as
Security Agent (incorporated by reference to the 1987 Magma Form 10-K).
10.77 Amendment Number One to Security Agreement dated as of April 14, 1989,
and Amendment Number Two to the Security Agreement dated April 18, 1990
among Del Ranch, Ltd., a California Limited Partnership, Morgan Guaranty
Trust Company of New York, as Agent for and on behalf of the Banks,
Morgan Guaranty Trust Company of New York and Morgan Guaranty Trust
Company of New York as Security Agent (incorporated by reference to
Exhibit 10.75 to the Company's 1994 Form 10-K).
10.78 Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing
Construction Deed of Trust dated as of March 14, 1988 among Del Ranch,
Ltd., a California Limited Partnership, Ticor Title Insurance Company of
California, and Morgan Guaranty Trust Company of New York as Security
Agent (incorporated by reference to the 1987 Magma Form 10-K).
10.79 First Amendment to the Deed of Trust, dated April 18, 1990 between Del
Ranch, Ltd. and Morgan Guaranty Trust Company of New York (incorporated
by reference to Exhibit 10.77 to the Company's 1994 Form 10-K).
10.80 Amended and Restated Credit Agreement dated as of April 18, 1990 among
Elmore, Ltd., a California Limited Partnership, the Banks Listed therein,
and Morgan Guaranty Trust Company of New York, as Agent (incorporated by
reference to Exhibit 10.78 to the Company's 1994 Form 10-K).
10.81 LOC Debt Facility Agreement dated as of April 18, 1990 among Elmore,
Ltd., a California Limited Partnership, the Banks listed therein, Morgan
Guaranty Trust Company of New York as Agent and Fuji Bank, Limited, Los
Angeles Agency, as Fronting Bank (incorporated by reference to Exhibit
10.79 to the Company's 1994 Form 10-K).
10.82 Security Agreement dated March 14, 1988 among Elmore, Ltd., a California
Limited Partnership, Morgan Guaranty Trust Company of New York, as Agent
for and on behalf of the Banks, Morgan Guaranty Trust Company of New
York, and Morgan Guaranty Trust Company of New York, as Security Agent
(incorporated by reference to Exhibit 10.71 to the 1987 Magma Form 10-K).
10.83 Amendment Number One to Security Agreement dated as of April 14, 1989
among Elmore Ltd and Morgan Guaranty Trust Company of New York and
Amendment Number Two to Security Agreement dated April 18, 1990 among
Elmore, L.P., Morgan Guaranty Trust Company of New York, as Agent, on
behalf of the Banks (incorporated by reference to Exhibit 10.81 to the
Company's 1994 Form 10-K).
10.84 Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing
Construction Deed of Trust dated as of March 14, 1988 among Elmore, Ltd.,
a California Limited Partnership, Ticor Title
Insurance Company of California, and Morgan Guaranty Trust Company of New
York as Security Agent (incorporated by reference to Exhibit 10.73 to the
1987 Magma Form 10-K).
10.85 First Amendment to Deed of Trust dated April 18, 1990 between Elmore,
Ltd. and Morgan Guaranty Trust Company of New York, as Security Agent
(incorporated by reference to Exhibit 10.83 to the Company's 1994 Form
10-K).
10.86 Amended and Restated Credit Agreement dated April 18, 1990 among Leathers
L.P. and the Banks listed therein and Morgan Guaranty Trust Company of
New York as Agent (incorporated by reference to Exhibit 10.84 to the
Company's 1994 Form 10-K).
10.87 Security Agreement dated March 14, 1988 among Leathers L.P., a California
Limited Partnership, Morgan Guaranty Trust Company of New York, as Agent
for and on behalf of the Banks, Morgan Guaranty Trust Company of New
York, and Morgan Guaranty Trust Company of New York, as Security Agent,
Amendment Number One to Security Agreement dated as of April 14, 1989 and
Amendment Number Two to Security Agreement dated as of April 18, 1990
(incorporated by reference to Exhibit 10.85 to the Company's 1994 Form
10-K).
10.88 Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing
Construction Deed of Trust dated as of March 14, 1988 among Leathers,
L.P., a California Limited Partnership, Ticor Title Insurance Company of
California, and Morgan Guaranty Trust Company of New York as Security
Agent and First Amendment to Deed of Trust dated April 18, 1990
(incorporated by reference to Exhibit 10.85 to the Company's 1994 Form
10-K).
10.89 LOC Debt Facility Agreement dated as of April 18, 1990 among Leathers,
L.P., a California Limited Partnership, the Banks listed therein, Morgan
Guaranty Trust Company of New York as Agent and Fuji Bank, Limited, Los
Angeles Agency, as Fronting Bank (incorporated by reference to Exhibit
10.87 to the Company's 1994 Form 10-K).
10.90 Loan Agreement dated as of October 1, 1990 between California Pollution
Control Financing Authority and Desert Valley Company, relating to the
California Pollution Control Financing Authority Pollution Control
Revenue Bonds Small Business Series 1990-A (the "$4,000,000 Monofill Bond
Financing") (incorporated by reference to Exhibit 10.92 to the Magma
Power Company Form 10-K for the year ended December 31, 1990, File No. 0-
10533 (the "1990 Magma Form 10-K")).
10.91 Master Reimbursement Agreement dated as of October 1, 1990, by and among
the California Pollution Control Financing Authority, Desert Valley
Company and the Sanwa Bank, Limited, Los Angeles Branch, relating to the
$4,000,000 Monofill Bond Financing (incorporated by reference to Exhibit
10.93 to the 1990 Magma Form 10-K).
10.92 Sale and Purchase Agreement between Union Oil Company of California and
Magma Power Company effective as of December 31, 1992 (incorporated by
reference to Exhibit 10.97 to the Magma Power Company Form 8 dated June
2, 1993).
10.93 Contract for the Purchase and Sale of Electric Power (Unit I) from the
Salton Sea Geothermal Generating Facility between Southern California
Edison Company and Earth Energy, Inc., dated May 8, 1987, including
Amendment No. 1 to such contract, dated March 30, 1993 (incorporated by
reference to Exhibit 10.101 to the Magma Power Company Form 10-K for the
year ended December 31, 1993, File No. 0-10533, (the "1993 Magma Form 10-
K")).
10.94 Power Purchase Contract (Unit II) by and between Southern California
Edison Company and Westmoreland Geothermal Associates, dated April 16,
1985, including Amendment No. 1 to such contract, dated December 18, 1987
(incorporated by reference to Exhibit 10.102 to the 1993 Magma Form 10-
K).
10.95 Power Purchase Contract (Unit III) between Southern California Edison
Company and Union Oil Company Salton Sea III, dated April 16, 1985
(incorporated by reference to the 1993 Magma Form 10-K).
10.96 Consolidated, Amended and Restated Power Purchase Agreement (Unit IV)
between Southern California Edison Company and Fish Lake Power Company
and Salton Sea Power Generation, L.P. (incorporated by reference to
Exhibit 10.9 to the Registration Statement on Form S-4 dated August 9,
1995 of Salton Sea Funding Corporation 33-95538 (the "Funding Corporation
S-4").
10.97 125 MW Power Plant - Upper Mahiao Agreement (the "Upper Mahiao ECA")
dated September 6, 1993 between PNOC-Energy Development Corporation
("PNOC-EDC") and Ormat, Inc. as amended by the First Amendment to 125 MW
Power Plant Upper Mahiao Agreement dated as of January 28, 1994, the
Letter Agreement dated February 10, 1994, the Letter Agreement dated
February 18, 1994 and the Fourth Amendment to 125 MW Power Plant - Upper
Mahiao Agreement dated as of March 7, 1994 (incorporated by reference to
Exhibit 10.95 to the Company's 1994 Form 10-K).
10.98 Credit Agreement dated April 8, 1994 among CE Cebu Geothermal Power
Company, Inc., the Banks thereto, Credit Size as Agent (incorporated by
reference to Exhibit 10.96 to the Company's 1994 Form 10-K).
10.99 Credit Agreement dated as of April 8, 1994 between CE Cebu Geothermal
Power Company, Inc., Export-Import Bank of the United States
(incorporated by reference to Exhibit 10.97 to the Company's 1994 Form
10-K).
10.100 Pledge Agreement among CE Philippines Ltd, Ormat-Cebu Ltd., Credit
Suisse as Collateral Agent and CE Cebu Geothermal Power Company, Inc. dated as
of April 8, 1994 (incorporated by reference to Exhibit 10.98 to the
Company's 1994 Form 10-K).
10.101 Overseas Private Investment Corporation Contract of Insurance dated
April 8, 1994 between the Overseas Private Investment Corporation ("OPIC") and
the Company through its subsidiaries CE International Ltd., CE
Philippines Ltd., and Ormat-Cebu Ltd. (incorporated by reference to
Exhibit 10.99 to the Company's 1994 Form 10-K).
10.102 180 MW Power Plant - Mahanagdong Agreement ("Mahanagdong ECA") dated
September 18, 1993 between PNOC-EDC and CE Philippines Ltd. and the
Company, as amended by the First Amendment to Mahanagdong ECA dated June
22, 1994, the Letter Agreement dated July 12, 1994, the Letter Agreement
dated July 29, 1994, and the Fourth Amendment to Mahanagdong ECA dated
March 3, 1995 (incorporated by reference to Exhibit 10.100 to the
Company's 1994 Form 10-K).
10.103 Credit Agreement dated as of June 30, 1994 among CE Luzon Geothermal
Power Company, Inc., American Pacific Finance Company, the Lenders party
thereto, and Bank of America National Trust and Savings Association as
Administrative Agent (incorporated by reference to Exhibit 10.101 to the
Company's 1994 Form 10-K).
10.104 Credit Agreement dated as of June 30, 1994 between CE Luzon Geothermal
Power Company, Inc. and Export-Import Bank of the United States
(incorporated by reference to Exhibit 10.102 to the Company's 1994 Form
10-K).
10.105 Finance Agreement dated as of June 30, 1994 between CE Luzon Geothermal
Power Company, Inc. and Overseas Private Investment Corporation
(incorporated by reference to Exhibit 10.103 to the Company's 1994 Form
10-K).
10.106 Pledge Agreement dated as of June 30, 1994 among CE Mahanagdong Ltd.,
Kiewit Energy International (Bermuda) Ltd., Bank of America National
Trust and Savings Association as Collateral Agent and CE Luzon Geothermal
Power Company, Inc. (incorporated by reference to Exhibit 10.104 to the
Company's 1994 Form 10-K).
10.107 Overseas Private Investment Corporation Contract of Insurance dated July
29, 1994 between OPIC and the Company, CE International Ltd., CE
Mahanagdong Ltd. and American Pacific Finance Company and Amendment No. 1
dated August 3, 1994 (incorporated by reference to Exhibit 10.105 to the
Company's 1994 Form 10-K).
10.108 231 MW Power Plant - Malitbog Agreement ("Malitbog ECA") dated September
10, 1993 between PNOC-EDC and Magma Power Company and the First and
Second Amendments thereto dated December 8, 1993 and March 10, 1994,
respectively (incorporated by reference to Exhibit 10.106 to the
Company's 1994 Form 10-K).
10.109 Credit Agreement dated as of November 10, 1994 among Visayas Power
Capital Corporation, the Banks parties thereto and Credit Suisse Bank
Agent (incorporated by reference to Exhibit 10.107 to the Company's 1994
Form 10-K).
10.110 Finance Agreement dated as of November 10, 1994 between Visayas
Geothermal Power Company and Overseas Private Investment Corporation
(incorporated by reference to Exhibit 10.108 to the Company's 1994 Form
10-K).
10.111 Pledge and Security Agreement dated as of November 10, 1994 among Broad
Street Contract Services, Inc., Magma Power Company, Magma Netherlands
B.V. and Credit Suisse as Bank Agent (incorporated by reference to
Exhibit 10.109 to the Company's 1994 Form 10-K).
10.112 Overseas Private Investment Corporation Contract of Insurance dated
December 21, 1994 between OPIC and Magma Netherlands, B.V. (incorporated
by reference to Exhibit 10.110 to the
Company's 1994 Form 10-K).
10.113 Agreement as to Certain Common Representations, Warranties, Covenants
and Other Terms, dated November 10, 1994 between Visayas Geothermal Power
Company, Visayas Power Capital Corporation, Credit Suisse, as Bank Agent,
OPIC and the Banks named therein (incorporated by reference to Exhibit
10.111 to the Company's 1994 Form 10-K).
10.114 Indenture dated as of July 21, 1995 between Salton Sea Funding
Corporation ("Funding Corporation") and Chemical Trust Company of
California (incorporated by reference to Exhibit 4.1(a) to the Funding
Corporation Form S-4).
10.115 First Supplemental Indenture dated as of October 18, 1995 between
Funding Corporation and Chemical Trust Company of California (incorporated by
reference to Exhibit 4.1(b) to the Funding Corporation Form S-4).
10.116 Indenture dated July 1995 between the Company and The Bank of New York
(incorporated by reference to the Company's Amendment No. 1 to
Registration Statement on Form S-3 dated May 17, 1995).
10.117 Trust Indenture dated as of November 27, 1995 between the CE Casecnan
Water and Energy Company, Inc. ("CE Casecnan") and Chemical Trust Company
of California (incorporated by reference to Exhibit 4.1 to CE Casecnan's
Registration Statement on Form S-4 dated January 25, 1996 ("Casecnan S-
4")).
10.118 Modification to Contract No. P00019 dated August 1, 1995, Modification
to Contract No. P00020 dated August 1, 1995, Modification to Contract No.
P00034 dated February 8, 1995 and Modification to Contract No. P00035
dated February 8, 1995, amending the Navy Contract.
10.119 Plant Connection Agreement between Imperial Irrigation District and
Salton Sea Power Generation L.P. and Fish Lake Power Company dated July
14, 1995 (incorporation by reference to Exhibit 10.15 to the Funding
Corporation S-4).
10.120 Transmission Services Agreement between Imperial Irrigation District and
Salton Sea Power Generation L.P. and Fish Lake Power Company dated July
14, 1995 (incorporated by reference to Exhibit 10.17 to the Funding
Corporation S-4).
10.121 Second Amended and Restated Administrative Services Agreement among
CalEnergy Operation Company, Salton Sea Brine Processing L.P., Salton Sea
Power Generation L.P. and Fish Lake Power Company dated July 15, 1995
(incorporated by reference to Exhibit 10.20 to the Funding Corporation S-
4).
10.122 Second Amended and Restated Operating and Maintenance Agreement among
Magma Power Company, Salton Sea Brine Processing L.P., Salton Sea Power
Generation L.P., and Fish Lake Power Company dated July 15, 1995
(incorporated by reference to Exhibit 10.21 to the Funding Corporation S-
4).
10.123 Amended and Restated Casecnan Project Agreement between the National
Irrigation Administration and CE Casecnan Water and Energy Company Inc.
dated June 26, 1995 (incorporated by reference to Exhibit 10.1 to the
Casecnan Form S-4).
10.124 Stock Purchase Agreement, dated as of July 3, 1996, by and among CE/FS
Holding Company, Inc., David H. Dewhurst and all remaining owners of
capital stock of Falcon Seaboard Resources, Inc. (incorporated by
reference to Exhibit 99.1 to the Company's Form 8-K, dated July 8, 1996,
File No. 1-9874).
10.125 Indenture for the 6 1/4% Convertible Junior Subordinated Debentures,
dated as of April 1, 1996, among CalEnergy Company, Inc., as Issuer, and
the Bank of New York, as Trustee (incorporated by reference to Exhibit
4.3 to Amendment 1 to the Company's Registration Statement on Form S-3,
Registration No. 333-08315).
10.126 Indenture, dated as of September 20, 1996, between the Company and IBJ
Schroder Bank & Trust Company, as trustee, relating to $225,000,000
principal amount of 9 1/4% Senior Notes due 2006 (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form
S-3, Registration No. 333-15591).
10.127 Second Supplemental Indenture, dated as of June 20, 1996, between
Chemical Trust Company of California and Funding Corporation
(incorporated by reference to Exhibit 4.1(c) to Amendment No. 1 to the
Funding Corporation's Registration Statement on Form S-4, Registration
No. 333-07527 ("Funding Corp. II S-4").
10.128 Third Supplemental Indenture, between Chemical Trust Company of
California and the Funding Corporation (incorporated by reference to
Exhibit 4.1(d) to the Funding Corp. II S-4).
10.129 Indenture for the 6 1/4% Convertible Junior Subordinated Debentures due
2012, dated as of February 26, 1997, between the Company, as issuer, and
the Bank of New York, as Trustee.
10.130 Term Loan and Revolving Facility Agreement, dated as of October 28,
1996, among CE Electric UK Holdings, CE Electric UK plc and Credit Suisse.*
10.131 Public Electricity Supply License*
10.132 Second Tier Supply Licenses to Supply Electricity for England & Wales
and Scotland.*
10.133 Pooling and Settlement Agreement for the Electricity Industry in England
and Wales dated 30th March, 1990 (as amended at 17th October, 1996),
among The Generators (named therein), the Suppliers (named therein),
Energy Settlements and Information Services Limited (as Settlement System
Administrator), Energy Pool Funds Administration Limited (as Pool Funds
Administrator), Scottish Power plc, Electricite deFrance, Service
National and Others.*
10.134 Master Connection and User System Agreement with The National Grid
Company plc.*
10.135 Gas Suppliers License dated February 21, 1996.*
10.136 First Supplemental Trust Indenture dates as of February 18, 1997 between
Coso Funding Corp. and First Bank, National Association (successor to
Bank of America Nation Trust and Savings Association).*
10.137 Form First Amendment to Amended and Restated Credit Agreement, dated
February 18, 1997, between First Bank, National Association (as successor
to Coso Funding Corp.) and the Coso Joint Ventures.*
10.138 Omnibus Acknowledgment and Agreement dated February 18, 1997 between
Coso Funding Corp., the Coso Joint Ventures, First Bank, National Association
and others.*
11.0 Calculation of Earnings Per Share in accordance with Interpretive Release
No. 34-9083.
13.0 The Company's 1996 Annual Report (only the portions thereof specifically
incorporated herein by reference are deemed filed herewith).
21.0 Subsidiaries of Registrant.
23.0 Consent of Independent Auditors.
24.0 Power of Attorney.
27.0 Financial Data Schedule.
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