EXHIBIT 10.9
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement"), dated as of the ___ of
July, 1996, is entered into between MidAmerican Capital Company, a Delaware
corporation ("Capital") and InterCoast Energy Company, a Delaware corporation
("InterCoast").
WHEREAS, upon the completion of an initial public offering of shares of
common stock of InterCoast (the "Offering"), InterCoast will cease to be a
wholly owned subsidiary of Capital.
WHEREAS, in connection with the Offering, InterCoast has filed a
registration statement with the Securities and Exchange Commission under the
Securities Act of 1933 (the "1933 Act") and distributed a preliminary
prospectus;
WHEREAS, the parties desire to provide for certain indemnification between
the parties hereto after the date hereof relating to or arising out of or
resulting from their respective businesses, operations and assets or the above
mentioned registration statement and preliminary prospectus, in each case as set
forth in this Agreement;
NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:
Section 1. Definitions. As used in this Agreement, the terms set out
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below shall have the indicated meanings (such meanings applying equally to the
singular and plural forms thereof):
"Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of
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the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as in effect on January 1,
1996.
"Capital Group" shall mean Capital, its parent, MidAmerican Energy Company,
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an Iowa corporation ("MEC"), and all of its Subsidiaries except the
members of the InterCoast Group.
"Effective Date" shall mean the date upon which the closing of the Offering
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occurs.
"InterCoast Group" shall mean InterCoast and all Subsidiaries of
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InterCoast.
A "person" shall mean an individual, a corporation, a partnership, limited
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liability company, a joint venture, a trust or unincorporated
organization, a joint stock company or similar organization, a
governmental or any political subdivision thereof, or any other legal
entity.
"Subsidiary," or "Subsidiaries" with respect to a specified person, shall
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mean any person(s) whose accounts are included in the consolidated
financial statements of the specified person and its Subsidiaries prepared
in accordance with generally accepted accounting principles
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in effect at the time. The Subsidiaries of InterCoast as of the date
hereof include InterCoast Oil and Gas Company (formerly known as Medallion
Production Company), Medallion California Properties Company, Continental
Power Exchange, Inc., InterCoast Gas Services Company, a Delaware
corporation, InterCoast Gas Services Company, an Oklahoma corporation, GED
Energy Services, Inc., InterCoast Power Marketing Company and InterCoast
Trade & Resources Inc.
Section 2. Indemnification by InterCoast and Capital.
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(a) InterCoast - General. InterCoast shall indemnify and hold harmless
each member of the Capital Group and each person who is or was a director,
officer, employee or agent of any such member, or is or was serving at the
request of any such member as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, from and against any and all losses, claims, damages and
liabilities, and shall promptly reimburse them, as and when incurred, for
any legal and other costs and expenses (including, without limitation,
reasonable attorneys' fees, any amount paid in settlement of any
litigation commenced or threatened, if such settlement is effected with
the written consent of InterCoast, and any and all expenses reasonably
incurred in investigating, preparing or defending any litigation,
commenced or threatened, or any claim whatsoever or in enforcing the
obligations of InterCoast under this indemnity) arising out of or related
in any manner to (i) the businesses, operations or assets conducted or
owned or formerly conducted or owned by any of the members of the
InterCoast Group (which include those businesses of the InterCoast Group
that were part of the Capital Group prior to the Offering) prior to, on or
after the Effective Date (other than any such loss, claim damage or
liability resulting from the gross negligence or willful misconduct of a
Capital Group member or person seeking indemnification), (ii) the failure
to employ, the termination of the employment or any other actions
regarding employment, as a result of the corporate restructuring related
to the Offering, of any person who had been employed by the Capital Group
or the InterCoast Group prior to the Effective Date (provided such
failure, termination or action occurs not later than the Effective Date)
(iii) any reduction or loss of employment benefits, as a result of the
corporate restructuring relating to the Offering, of any person employed
by the InterCoast Group, including but not limited to benefits provided by
health and other welfare plans, 401(k) plans, qualified or nonqualified
pension or retirement plans, bonus or incentive compensation plans, stock
plans or other similar employee benefit plans or (iv) any breach by
InterCoast of its representations, warranties and agreements made herein .
(b) Capital - General. Capital shall indemnify and hold harmless each
member of the InterCoast Group and any person who is or was a director,
officer, employee or agent of any such member, or is or was serving at the
request of any such member as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, from and against any and all losses, claims, damages and
liabilities, and shall promptly
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reimburse them, as and when incurred, for any legal or other costs and
expenses (including, without limitation, reasonable attorneys' fees, any
amount paid in settlement of any litigation commenced or threatened, if
such settlement is effected with the written consent of Capital, and any
and all expenses reasonably incurred in investigating, preparing or
defending any litigation, commenced or threatened, or any claim whatsoever
or in enforcing the obligations of Capital under this indemnity) arising
out of or related in any manner to (i) the businesses, operations or
assets conducted or owned or formerly conducted or owned by any of the
members of the Capital Group (which exclude those businesses, operations
or assets of the InterCoast Group that were part of the Capital Group
prior to the Offering) prior to, on or after the Effective Date (other
than any such loss, claim damage or liability resulting from the gross
negligence or willful misconduct of an InterCoast Group member or person
seeking indemnification) and (ii) any breach by Capital of its
representations, warranties and agreements made herein.
(c) InterCoast - Securities Laws. With respect to the Offering, InterCoast
shall indemnify and hold harmless, to the extent permitted by law, each
member of the Capital Group and each person who is or was a director,
officer, employee or agent of any such member, or is or was serving at the
request of any such member as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, from and against any and all losses, claims, damages and
liabilities, and shall promptly reimburse them, as and when incurred, for
any legal and other costs and expenses (including, without limitation,
reasonable attorneys' fees, any amount paid in settlement of any
litigation commenced or threatened, if such settlement is effected with
the written consent of InterCoast, and any and all expenses reasonably
incurred in investigating, preparing or defending any litigation,
commenced or threatened, or any claim whatsoever or in enforcing the
obligations of InterCoast under this indemnity), caused by any untrue or
alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such information was furnished
in writing to InterCoast by Capital expressly for use therein.
(d) Capital - Securities Laws. With respect to the Offering, Capital will
furnish to InterCoast in writing such information concerning Capital as
InterCoast reasonably requests for use in connection with the registration
statement or prospectus and Capital shall indemnify and hold harmless, to
the extent permitted by law, each member of the InterCoast Group and each
person who is or was a director, officer, employee or agent of any such
member, or is or was serving at the request of any such member as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, from and against any and all
losses, claims, damages and liabilities, and shall promptly reimburse
them, as and when incurred, for any legal and other costs and expenses
(including, without limitation, reasonable attorneys' fees, any amount
paid in settlement of any litigation commenced or threatened, if such
settlement is effected with the written consent of Capital,
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and any and all expenses reasonably incurred in investigating, preparing
or defending any litigation, commenced or threatened, or any claim
whatsoever or in enforcing the obligations of Capital under this
indemnity) caused by any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or omission is contained in any
information so furnished in writing by Capital expressly for use therein.
In no event shall the liability of Capital hereunder or under the
underwriting agreement entered into with respect to the Offering be
greater in amount than the dollar amount of the net proceeds, before
deducting expenses, received by Capital in the Offering. With respect to
the Offering, InterCoast acknowledges and agrees that no member of the
Capital Group has furnished in writing to InterCoast any information for
use in the registration statement, prospectus or any amendments or
supplements thereto, except for the name and address of Capital and the
number of shares of InterCoast common stock being sold by Capital.
(e) Securities Laws - Contribution. If the indemnification provided for in
Section 2(c) or 2(d) is unavailable to an indemnified party in respect of
any losses, claims, damages, liabilities or judgments referred to herein,
then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities and
judgments in such proportion as is appropriate to reflect the relative
fault of each such party in connection with such statements or omissions
or alleged statements or omissions, as well as well any other relevant
equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact related to
information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission. InterCoast and Capital agree that it would not
be just and equitable if contribution pursuant to this Section 2(e) were
determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in
the immediately preceding sentence. The amount paid or payable by a party
as a result of losses, claims, damages, liabilities or judgments shall be
deemed to include, subject to the limitation set forth in Section 3, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigation or defending and such action or claim.
Notwithstanding the provisions of this Section 2(e), Capital shall not be
required to contribute an amount in excess of the amount by which the
total net proceeds received by Capital upon the sale of InterCoast stock
in the Offering exceeds the amount of any damages which Capital has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
shall be entitled to contribution from any person who is not guilty of
such fraudulent misrepresentation.
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(f)(i) Effective as of May 23, 1996, all of the rights and obligations of
Capital related to the agreements set forth on Schedule A hereto are hereby
assigned and transferred by Capital to InterCoast, provided the agreements
permit such assignment and result in the release of all Capital's
obligations under or in respect thereto. With respect to such agreements,
InterCoast hereby accepts such assignment and assumes such obligations. For
all other agreements, InterCoast shall use reasonable efforts to obtain
promptly the release of Capital from all of its respective obligations
under or in respect to the agreements set forth on Schedule A hereto, and
Capital shall cooperate with InterCoast in obtaining such releases,
provided that neither party shall be required to incur any non-de minimis
liability in doing so. Capital shall not unilaterally terminate or withdraw
any agreement set forth on Schedule A and shall abide by the terms of such
agreements; provided, however, that Capital shall be entitled to
unilaterally terminate and/or withdraw from any such agreement effective
any time after September 30, 1996, upon prior written notice to InterCoast
that it intends to terminate such agreement and if such agreement (a)
provides for such termination or withdrawal and (b) does not require a
payment to the other party to such agreement of any termination, withdrawal
or similar fees (except a de minimis fee) or Capital pays such fee.
InterCoast shall reimburse Capital for its direct costs, if any, of
maintaining the agreements pending the procurement of the releases
contemplated hereby. Each party agrees to notify the other within a
reasonable time after any such agreement is terminated and/or Capital is
released from all of its respective obligations under or in respect to any
such agreement. (ii) InterCoast shall indemnify and hold harmless Capital
from and against any and all losses, claims, damages, expenses and
liabilities relating to, resulting from, or arising out of, any of the
agreements set forth on Schedule A. (g) Notwithstanding the foregoing
provisions of this Section 2, any and all understandings and agreements
between the parties regarding their respective rights and obligations for
the payment of and indemnification for federal, state and local taxes shall
be set forth in a separate tax sharing agreement between the parties in
effect as of the Effective Date which shall be the sole governing document
between the parties relating thereto.
Section 3. Procedure for Indemnification. Each party indemnified under
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Section 2 shall, promptly after receipt of notice of the commencement of any
action against such indemnified party in respect of which indemnity may be
sought, notify the indemnifying party in writing of the commencement thereof.
The omission of any indemnified party to so notify an indemnifying party of any
such action shall not relieve the indemnifying party from any liability in
respect of such action which it may have to such indemnified party on account of
the indemnity agreement contained in Section 2, unless the indemnifying party
was prejudiced by such omission, and in no event shall relieve the indemnifying
party from any other liability which it may have to such indemnified party. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it may wish, to
assume the defense thereof, with counsel satisfactory in any case to the
indemnified party, and, after notice from the indemnifying party to
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such indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under these
indemnification provisions for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof. If the indemnifying party so assumes the
defense thereof, it may not agree to any settlement of such action as the result
of which any remedy or relief, other than monetary damages for which the
indemnifying party shall be responsible hereunder, shall be applied to or
against the indemnified party, without the prior written consent of the
indemnified party. If the indemnifying party does not assume the defense
thereof, it shall be bound by any settlement to which the indemnified party
agrees, irrespective of whether the indemnifying party consents thereto. If any
settlement of any claim is effected by the indemnified party prior to
commencement of any action relating thereto, the indemnifying party shall be
bound thereby only if it has consented in writing thereto. In any action
hereunder in which the indemnifying party has assumed the defense thereof, the
indemnified party shall continue to be entitled to participate in the defense
thereof, with counsel satisfactory to the indemnifying party, at the cost of the
indemnified party.
Section 4. Survival of Indemnification; Prior Knowledge. The
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indemnification provisions of Sections 2 and 3 shall survive the Offering and
any investigation made at any time by either of the parties hereto. Actual
prior knowledge by any indemnified party with respect to any matter as to which
indemnification may be sought shall not constitute a defense to any indemnified
party's rights to indemnification pursuant to the provisions hereof.
Section 5. Representations and Warranties. As an inducement to enter into
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this Agreement, each party represents to and agrees with the other that as of
the date hereof and as of the Effective Date:
(a) it is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation and has all requisite
corporate power to own, lease and operate its properties, to carry on its
business as presently conducted and to carry out the transactions contemplated
by this Agreement;
(b) it has duly and validly taken all corporate action necessary to
authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby;
(c) this Agreement has been duly executed and delivered by it and
constitutes its legal, valid and binding obligation enforceable in accordance
with its terms (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency moratorium or other similar laws
affecting the enforcement of creditors' rights generally from time to time in
effect, and subject to equitable limitations on the availability of the remedy
of specific performance); and
(d) none of the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby or the compliance with any of the
provisions of this Agreement
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will (i) conflict with or result in a breach of any provision of its corporate
charter or bylaws, (ii) breach, violate or result in a default under any of the
terms of any agreement or other instrument or obligation to which it is a party
or by which it or any of its properties or assets may be bound or (iii) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
it or affecting any of its properties or assets.
Section 6. Matters Relating to the Offering. All expenses incident to the
--------------------------------
Offering, including without limitation all registration, listing and filing
fees, transfer agent fees, fees and expenses of compliance with securities or
blue sky laws, printing, engraving and shipping expenses, and fees and
disbursements of legal counsel and the independent certified public accountants,
investment advisory fees (all such expenses being herein called "Registration
Expenses"), will be paid by InterCoast, except that Capital shall pay a pro rata
share of the Registration Expenses based upon the ratio of the total number of
shares of common stock of InterCoast sold by Capital in the Offering to the
total number of shares of common stock of InterCoast sold in the Offering, and
except that each party will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of its liability insurance,
and its underwriting discounts and commissions.
Section 7. Injunctions. Irreparable damage would occur in the event that
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any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. Therefore, the parties hereto
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in equity.
Section 8. Severability. If any term, provision, covenant or restriction
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of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such which may be hereafter declared invalid, void or unenforceable. In the
event that any such term, provision covenant or restriction is so held to be
invalid, void or unenforceable, the parties hereto shall use their best efforts
to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision covenant or
restriction.
Section 9. Assignment. Except by operation of law or in connection with
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the sale or transfer of all or substantially all of the assets of a party
hereto, this Agreement shall not be assignable, in whole or in part, directly or
indirectly, by either party hereto without the prior written consent of the
other, and any attempt to assign any rights or obligations arising under this
Agreement without such consent shall be void; provided, however, that the
provisions of this Agreement shall be binding upon, inure to the benefit of and
be enforceable by the parties hereto and their respective permitted successors
and assigns.
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Section 10. Further Assurances. Subject to the provisions hereof, the
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parties hereto shall make, execute, acknowledge and deliver such other
instruments and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby. Subject to the provisions hereof, each of
the parties shall, in connection with entering into this Agreement, performing
its obligations hereunder and taking any and all actions relating hereto, comply
with all applicable laws, regulations, orders and decrees, obtain all required
consents and approvals and make all required filings with any governmental
agency, other regulatory or administrative agency, commission or similar
authority and promptly provide the other with all such information as the other
may reasonably request in order to be able to comply with the provisions of this
sentence.
Section 11. Parties in Interest. Except for the rights of the parties
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indemnified pursuant to Section 2 of this Agreement, nothing herein expressed or
implied is intended or shall be construed to confer any right or benefit upon
any person other than the parties hereto and their respective Subsidiaries and
permitted successors and assigns.
Section 12. Waivers, Etc. No failure or delay on the part of the parties
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in exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. No amendment, modification or waiver of any provision of this
Agreement nor consent to any departure by the parties therefrom shall in any
event be effective unless the same shall be in writing and signed by the chief
executive officer or the chief financial officer of each party in the case of
amendments or modifications, or by the chief executive officer or the chief
financial officer of the waiving or consenting party, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.
Section 13. Setoff. All payments to be made by either party under this
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Agreement shall be made without setoff, counterclaim or withholding, all of
which are expressly waived.
Section 14. Changes of Law. If, due to any change in applicable law or
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regulations or the interpretation thereof by any court of law or other governing
body having jurisdiction subsequent to the date of this Agreement, performance
of any provision of this Agreement or any transaction contemplated by this
Agreement shall become impracticable or impossible, then the parties hereto
shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such
provision.
Section 15. Confidentiality. Subject to any contrary requirement of law
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and the right of each party to enforce its rights hereunder in any legal action,
each party shall keep strictly confidential and shall cause its employees and
agents to keep strictly confidential, any information which it or any of its
agents or employees may acquire pursuant to, or in the course of performing its
obligations under, any provision of this Agreement; provided, however, that such
obligation to maintain
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confidentiality shall not apply to information which (a) at the time was in the
public domain not as a result of acts by the receiving party, (b) was in the
possession of the receiving party at the time of disclosure, or (c) is required
by applicable law, rule, order, regulation or decree to be disclosed.
Section 16. Entire Agreement. This Agreement contains the entire
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understanding of the parties with respect to the subject matter hereof.
Section 17. Headings. Descriptive headings are for convenience only and
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shall not control or affect the meaning or construction of any provision of this
Agreement.
Section 18. Counterparts. For the convenience of the parties, any number
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of counterparts of this Agreement may be executed by the parties hereto, and
each such executed counterpart shall be, and shall be deemed to be, an original
instrument.
Section 19. Notices. All notices, consents, requests, instructions,
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approvals and other communications provided for herein shall be validly given,
made or served, if in writing and delivered personally, by telegram, by
telefacsimile (receipt of which is confirmed by the party receiving such
telefacsimile) or sent by registered mail, postage prepaid to:
Capital at:
MidAmerican Capital Company
666 Grand Avenue, 26th Floor
Des Moines, IA 50309
Attn: President
Fax: (515) 281-2312
InterCoast at:
InterCoast Energy Company
666 Grand Avenue, 26th Floor
Des Moines, IA 50309
Attn: Chairman and Chief Executive Officer
Fax: (515) 281-2581
or to such other address as any party may, from time to time, designate in a
notice given in a like manner. Any notice given under this Agreement shall be
deemed delivered when received at the appropriate address.
Section 20. Governing Law. This Agreement shall be governed by and
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construed and enforced in accordance with the laws of the State of Iowa
applicable to contracts made and to be performed therein without giving effect
to the principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers, each of whom is duly authorized, as of
the day and year first written above.
MIDAMERICAN CAPITAL COMPANY
By:________________________
Name:______________________
Title:_____________________
INTERCOAST ENERGY COMPANY
By:________________________
Name:______________________
Title:_____________________
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Schedule A
1. Parent Guarantees provided for the benefit of members of the InterCoast
Group as set forth on Exhibit 1 to this Schedule A.
2. Letters of Credit provided for the benefit of the InterCoast Group as set
forth on Exhibit 1 to this Schedule A.
3. The Bonds provided for the benefit of the InterCoast Group as set forth on
Exhibit 1 to this Schedule A.
4. The Promissory Notes provided for the benefit of the InterCoast Group as set
forth as follows:
a. Promissory Note signed by Joe Cooney dated December 6, 1995;
b. Promissory Note signed by Ken Blenk dated February 1, 1995;
c. Promissory Note signed by Judy Bohrofen dated September 1, 1995.
EXHIBIT 1
ISSUE EXPIRATION DOCUMENT
LEGAL NAME DATE DATE AMOUNT NUMBER DESCRIPTION
1. Parent Guarantees
REFCO Incorporated 12/21/95 12/31/96 N/A ICE guaranteed GED's broker transactions/fees
to REFCO.
Cargill Investor Services, Inc. 2/6/96 02/01/97 $ 3,000,000 ICE guaranteed GED's broker transactions/fees
to Cargill Investor Services, Inc., not to
exceed $3,000,000.
Cargill Investor Services, Inc. 2/1/96 02/01/97 $ 3,000,000 ICE guaranteed ITR's broker transactions/fees
to Cargill Investor Services, Inc., not to
exceed $3,000,000.
Merrill Lynch Capital Services, Inc. 3/1/96 03/31/97 $ 3,000,000 ICE guaranteed ITR's broker transactions/fees
to Merrill Lynch Capital Services, Inc., not
to exceed $3,000,000.
Paribas Futures, Inc. 6/10/96 05/31/97 $ 2,000,000 ICE guaranteed ITR's broker transactions/fees
to Paribas Futures, not to exceed
$2,000,000.
Enron Capital & Trade Resources 4/16/96 N/A $ 2,000,000 ICE guaranteed payment of GED's swap, option,
Corp. or other financially-settled derivative
transactions with Enron Capital & Trade
Resources Corp.
Misc/Broker Guarantee Subtotal $ 13,000,000
Amoco Energy Trading Corp 3/26/96 03/31/97 $ 900,000 ICE guaranteed payment of GED's natural gas
Aquila Energy Marketing Co 3/14/96 03/31/97 $ 500,000 purchases from producers.
Eagle Gas Marketing Company 4/16/96 04/30/97 $ 600,000
Enogex Services Corp. 4/16/96 04/30/97 $ 600,000
Exxon Company, USA 3/26/96 10/31/96 $ 700,000
Global Petroleum Corp 3/14/96 03/31/97 $ 700,000
GPM Corporation 3/26/96 03/31/97 $ 1,000,000
Helmerich & Payne, Inc. 4/1/96 03/31/97 $ 1,000,000
Meridian Oil Inc. 4/16/96 04/30/97 $ 1,000,000
Mewbourne Oil Company 3/11/96 10/31/96 $ 700,000
Mid Continent Market Center, Inc. 3/26/96 03/31/97 $ 250,000
National Gas & Electric L.P. 3/26/96 03/31/97 $ 500,000
Panhandle Eastern Corp 3/31/96 03/31/97 $ 300,000
Sonet Marketing Company, L.P. 4/16/96 04/30/97 $ 1,000,000
Texaco Inc. 4/10/96 03/31/97 $ 1,000,000
Tristar Gas Marketing Co. 4/30/96 04/30/97 $ 200,000
UMC Petroleum Corp 3/14/96 03/31/97 $ 1,000,000
Northern Natural Gas Company 3/31/96 03/31/97 $ 75,000
ISSUE EXPIRATION DOCUMENT
LEGAL NAME DATE DATE AMOUNT NUMBER DESCRIPTION
Scana Energy Marketing, Inc. 1/1/96 12/31/96 $ 1,500,000
Seagull Marketing Services, Inc. 5/6/96 04/30/97 $ 1,000,000
Unimark, L.L.C. 3/26/96 10/31/96 $ 600,000
Vastar Gas Marketing, Inc. 5/22/96 05/22/97 $ 800,000
Western Gas Resources, Inc. 4/19/96 04/30/97 $ 1,500,000
Williams Energy Services Company 3/11/96 03/31/97 $ 1,000,000
Williams Field Services Company 3/26/96 03/31/97 $ 90,000
GED Guarantee Subtotal $ 18,516,000
Southern Electronic Distributors, 1/12/95 12/31/96 $ 50,000 ICE guaranteed payment of CPE's
USA Enterprises, Inc. 10/27/95 no expiration date $ 50,000 computer hardware/software/
Merisel Americas, Inc. 10/27/95 no expiration date $ 50,000 peripheral purchases from
suppliers.
CPE Guarantee Subtotal $ 160,000
AIG Trading 1/26/96 02/28/97 $ 2,000,000 ICE quaranteed payment of
Tenaska Marketing Ventures 1/26/96 02/28/97 $ 2,000,000 ITR's natural gas purchases
Amoco Energy Trading Corp. 4/25/96 03/31/97 $ 1,500,000 from sellers.
Amoco Production Company 2/27/96 03/31/97 $ 1,500,000
Aquila Energy 2/27/96 03/31/97 $ 500,000
Bankers Trust Company 2/27/96 03/31/97 $ 1,500,000
Catex Vitol Gas Inc. 2/27/96 03/31/97 $ 750,000
Coastal Gas Marketing 2/27/96 03/31/97 $ 1,000,000
Coral Energy Resources L.P. 2/27/96 03/31/97 $ 1,000,000
Eastex Hydrocarbons Inc. 2/27/96 03/31/97 $ 500,000
Energy Source, Inc. 2/27/96 03/31/97 $ 500,000
Enron Capital & Trade Resources 2/27/96 03/31/97 $ 1,500,000
ENRON Corp. 2/28/96 03/31/97 $ 2,000,000
Hadson Gas Systems 2/27/96 03/31/97 $ 500,000
MG Natural Gas Corp. 2/27/96 03/31/97 $ 500,000
National Gas & Electric L.P. 2/27/96 03/31/97 $ 500,000
Noram Energy Services, Inc. 2/27/96 03/31/97 $ 750,000
PanEnergy Corp. 6/20/96 06/30/97 $ 3,000,000
PanEnergy Trading & Marketing Svcs 3/19/96 03/31/97 $ 1,500,000
Panhandle Eastern Pipeline Company 2/27/96 03/31/97 $ 50,000
Texaco, Inc. 4/10/96 03/31/97 $ 1,250,000
Tide West Trading 2/27/96 03/31/97 $ 500,000
Trunkline Gas Company 2/27/96 03/31/97 $ 50,000
West Coast Gas Services (USA), Inc 2/27/96 03/31/97 $ 500,000
Transok Gas Company 3/11/96 03/31/97 $ 500,000
TECO Gas Marketing Company 3/19/96 03/31/97 $ 1,000,000
ISSUE EXPIRATION DOCUMENT
LEGAL NAME DATE DATE AMOUNT NUMBER DESCRIPTION
ITR Guarantee Subtotal $26,850,000
IES Utilities Company 9/29/95 09/01/96 $ 150,000 ICE guaranteed payment of IPM's purchases of
Cajun Electric Power 3/14/96 N/A N/A capacity.
Cooperative, Inc. $ 100,000
Otter Tail Power Company
IPM Guarantee Subtotal $ 250,000
Grand Total of Parent Guarantees $58,765,000
2. Letters of Credit
First National Bank of Chicago 3/20/92 05/01/97 $ 25,000 00326061 Secretary of State-OK For IOG for
operations
First National Bank of Chicago 3/31/92 04/01/97 $ 25,000 00326062 OK Corporation Comm.-Oil & Gas Div.
For IOG, Agreement to plug wells
First National Bank of Chicago 3/31/92 06/01/97 $ 250,000 00326063 Railroad Comm. TX
For IOG for operations
First National Bank of Chicago 3/31/92 03/31/97 $ 219,000 00326068 OK Tax Comm.
For IGS-(OK) Operations
Norwest Bank Minnesota, N.A. 8/27/93 06/30/97 $ 453,857 S300249 First Bank of Montana, N.A. Xeno - Battle
Creek Field. For IOG, for MMS Royalty
dispute (DKM). Cost is 75 bps.
NationsBank Texas, N.A. 6/27/94 06/30/97 $ 30,000 139659 Wyoming Board of Land Commision
For IOG
NationsBank Texas, N.A. 6/27/94 06/30/97 $ 25,000 139660 Bureau of Land Mgmt - UT
For IOG
NationsBank Texas, N.A. 6/27/94 06/30/97 $ 25,000 139661 Bureau of Land Mgmt - WY
For IOG
NationsBank Texas, N.A. 6/27/94 06/30/97 $ 25,000 139662 Bureau of Land Mgmt - ND
For IOG
ISSUE EXPIRATION DOCUMENT
LEGAL NAME DATE DATE AMOUNT NUMBER DESCRIPTION
NationsBank Texas, N.A. 10/24/95 10/23/96 $ 25,000 152893 Bureau of Land Mgmt - OK
For IOG
NationsBank Texas, N.A. 10/24/95 10/23/96 $ 25,000 152895 Bureau of Land Mgmt - NM
For IOG
NationsBank Texas, N.A. 12/6/95 12/06/96 $ 600,000 154888 OK Tax Commission.
For GED Energy Services, Inc.
Grand Total of Letters of Credit $1,952,857
3. Bonds
Reliance Insurance Company 12/11/95 03/01/97 $ 25,000 B2576304 Railroad Commission of Texas.
Maintenance of wells so as to prevent
pollution of ground or surface water.
For GED.
Reliance Insurance Company 8/25/95 08/25/96 $ 100,000 B2576281 To Norwest Bank Iowa as agent of
Continental Power Exchange and all
other participants to secure trading
participation on CPEX system. For IPM.
Reliance Insurance Company 4/25/96 N/A $ 100,000 B2648259 To Industrial Commission of the State
of North Dakota for drilling permit.
For IOG.
Grand Total of Bonds $ 225,000