1 EXHIBIT 1-1 MCN ENERGY ENTERPRISES INC. MEDIUM-TERM NOTES, SERIES C DUE NINE MONTHS OR MORE FROM DATE OF ISSUE ENTITLED TO THE BENEFIT OF A SUPPORT AGREEMENT BY MCN ENERGY GROUP INC. DISTRIBUTION AGREEMENTDistribution Agreement • September 27th, 1999 • MCN Energy Group Inc • Natural gas distribution • New York
AmongMerger Agreement • October 6th, 1999 • MCN Energy Group Inc • Natural gas distribution • Michigan
FIRST SUPPLEMENTAL INDENTURE Dated as of June 4, 1997 between MCN ENERGY GROUP INC. AS ISSUER and NBD BANK AS TRUSTEE Supplementing the Indenture Date as of September 1, 1994Supplemental Indenture • March 2nd, 1998 • MCN Energy Group Inc • Natural gas distribution • New York
CUSIP: 55269AAB3 $100,000,000 No. R-2 THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR...Indenture • April 2nd, 1998 • MCN Energy Group Inc • Natural gas distribution • New York
MCN CORPORATION FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 6th, 1999 • MCN Energy Group Inc • Natural gas distribution
1 EXHIBIT 1.1 MCN INVESTMENT CORPORATION (A MICHIGAN CORPORATION) DEBT SECURITIES ENTITLED TO THE BENEFIT OF A SUPPORT AGREEMENT BY MCN ENERGY GROUP INC. PURCHASE AGREEMENTPurchase Agreement • March 27th, 1998 • MCN Energy Group Inc • Natural gas distribution • New York
MCN ENERGY GROUP INC. THIRD AMENDMENT to RIGHTS AGREEMENT (October 4, 1999) --------------------------------Rights Agreement • October 6th, 1999 • MCN Energy Group Inc • Natural gas distribution • Michigan
ARTICLE III POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEEPreferred Securities Guarantee Agreement • November 23rd, 1998 • MCN Energy Group Inc • Natural gas distribution • New York
SUPPORT AGREEMENT BETWEEN MCN CORPORATION AND MCN INVESTMENT CORPORATIONSupport Agreement • October 10th, 1995 • MCN Corp • Natural gas distribution • Michigan
Page ---- RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I Definitions and Other Provisions of General Applications . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.1. Definitions. . . . . . . . ....Purchase Contract Agreement • March 27th, 1997 • MCN Corp • Natural gas distribution • New York
COMMON STOCK (PAR VALUE $.01 PER SHARE)International Purchase Agreement • June 25th, 1997 • MCN Energy Group Inc • Natural gas distribution • New York
1 EXHIBIT 10.1 REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of March 31, 1998 (the "Remarketing Agreement"), between MCN Investment Corporation, a Michigan corporation (the "Company") and a wholly-owned subsidiary of MCN Energy Group Inc....Remarketing Agreement • April 2nd, 1998 • MCN Energy Group Inc • Natural gas distribution • New York
TOIndenture • October 10th, 1995 • MCN Corp • Natural gas distribution • New York
1 EXHIBIT 1-1 MCN INVESTMENT CORPORATION (A MICHIGAN CORPORATION) DEBT SECURITIES ENTITLED TO THE BENEFIT OF A SUPPORT AGREEMENT BY MCN ENERGY GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 1998 • MCN Energy Group Inc • Natural gas distribution • New York
GUARANTEE AGREEMENT BETWEEN MCN ENERGY GROUP INC. AND MCN ENERGY ENTERPRISES INC.Guarantee Agreement • March 15th, 2001 • MCN Energy Group Inc • Natural gas distribution • Michigan
1 EXHIBIT 5.3 FOURTH SUPPLEMENTAL INDENTURE Dated as of November 18, 1998Fourth Supplemental Indenture • November 23rd, 1998 • MCN Energy Group Inc • Natural gas distribution • New York
BEFORE THE PUBLIC SERVICE COMMISSION OF THE STATE OF MISSOURI MCN Corporation Request for Certification ) Pursuant to Section 33(a)(2) of the Public) Case No. GO-97-352 Utility Holding Company Act of 1935 ) STIPULATION AND AGREEMENT...Stipulation and Agreement • March 28th, 1997 • MCN Corp • Natural gas distribution
COMMON STOCK (PAR VALUE $.01 PER SHARE)u.s. Purchase Agreement • June 25th, 1997 • MCN Energy Group Inc • Natural gas distribution • New York
OF CHICAGO ANDPledge Agreement • March 27th, 1997 • MCN Corp • Natural gas distribution • New York
AmongAgreement and Plan of Merger • March 1st, 2001 • MCN Energy Group Inc • Natural gas distribution • Michigan
1 EXHIBIT 10.1 SPECIAL RETENTION AGREEMENT This Special Retention Agreement ("Agreement") by and between MCN Energy Group Inc., a Michigan corporation ("Company") and William K. McCrackin ("Executive") is made as of August 26, 1998 (the "Effective...Special Retention Agreement • November 12th, 1998 • MCN Energy Group Inc • Natural gas distribution • Michigan
1 EXHIBIT 5.4 PREFERRED SECURITIES GUARANTEE AGREEMENT MCN Financing III Dated as of March 19, 1997 TABLE OF CONTENTSPreferred Securities Guarantee Agreement • March 27th, 1997 • MCN Corp • Natural gas distribution • New York
AGREEMENT OF LIMITED PARTNERSHIP OF SOUTHERN MISSOURI GAS COMPANY, L.P.Limited Partnership Agreement • October 30th, 1995 • MCN Corp • Natural gas distribution • Missouri
1 EXHIBIT 5.3 THIRD SUPPLEMENTAL INDENTURE Dated as of March 19, 1997Third Supplemental Indenture • March 27th, 1997 • MCN Corp • Natural gas distribution • New York
MCN ENERGY GROUP INC. FORM OF EMPLOYMENT AGREEMENT (AS AMENDED AND RESTATED EFFECTIVE JULY 1,1997)Employment Agreement • August 8th, 1997 • MCN Energy Group Inc • Natural gas distribution
EXHIBIT B-2 FORMATION AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of the 12th day of October, 1995 by and among MCN CORPORATION ("MCN"), a Michigan corporation, TARTAN ENERGY COMPANY OF MISSOURI, L.C. ("Tartan"), a Missouri limited...Formation Agreement • October 30th, 1995 • MCN Corp • Natural gas distribution • Delaware
EXHIBIT B-3 SOUTHERN MISSOURI GAS COMPANY, L.C. CONSTRUCTION, OPERATION AND MAINTENANCE MANAGEMENT AGREEMENT This Agreement is entered into effective October 13, 1995 between TARTAN ENERGY COMPANY OF MISSOURI, L.C. d/b/a SOUTHERN MISSOURI GAS COMPANY,...Construction, Operation and Maintenance Management Agreement • October 30th, 1995 • MCN Corp • Natural gas distribution • Missouri
