INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (the “Agreement”) is made and entered into by and
among CrossPoint Energy, LLC, a limited liability company formed in Texas (the
“Company”), Xxxxxx X. Xxxxxxx (“Xxxxxxx”), Xxxxxxx X. Xxxxxx (“Xxxxxx”), Xxxx X.
Xxxxxxx (“X. Xxxxxxx”), and XxXxx X. Xxxxxx (“X. Xxxxxx”) (Collins, Krakos, X.
Xxxxxxx and X. Xxxxxx are sometimes collectively referred to herein as the
“Related Parties”).
WITNESSETH:
WHEREAS,
Xxxxxxx and Xxxxxx are executive officers of the Company and the Related Parties
own equity interests in the Company; and
WHEREAS,
Dallas Operating Company, a Texas corporation (“DOC”), is a subsidiary of the
Company; and
WHEREAS,
one or more of the Related Parties (a) have guaranteed various and sundry
obligations of the Company and DOC (collectively referred to herein as the
“Corporate Obligations”); and (b) may guarantee future obligations of the
Company and/or DOC in connection with the normal and customary operations of
the
Company (such future obligations are collectively referred to herein as the
“Future Obligations”); and
WHEREAS,
the Company desires to indemnify and hold harmless the Related Parties, and
each
of them, in connection with both Corporate Obligations and the Future
Obligations; and
WHEREAS,
the parties hereto desire to enter into this Agreement to document the
intentions of the parties concerning certain issues and matters as herein set
forth.
NOW
THEREFORE, for good and valuable consideration, the parties hereto contract
and
agree as follows:
1. By
execution of this Agreement, the parties hereto acknowledge and agree to the
facts set forth in the preamble to this Agreement.
2. The
Company shall and does hereby agree to indemnify and hold harmless each of
the
Related Parties, and the agents and representatives of each the Related Parties,
from and against any and all of the following claims and liabilities: (a) the
Corporate Obligations, (b) the Future Obligations, and (c) any and all other
claims or legal proceedings that any third party may make or initiate against
the Related Parties, or any one or more of them, in connection with the
foregoing.
3. In
connection with the foregoing, the Related Parties agree to the following:
(a)
the Related Parties shall timely provide the Company with a written list of
the
Corporate Obligations, (b) the Related Parties agree that they shall not enter
into any Future Obligations without the Board of Managers of the Company (i)
being apprised in writing of the terms of the Future Obligation involved, or
(ii) approving and ratifying the action of the Related Parties becoming
obligated with respect to the Future Obligations involved.
4.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which together shall constitute but one and the
same instrument.
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6. In
the
event any legal proceedings are initiated by either party in connection with
any
aspect of this Agreement, or any of the related documents, it is agreed that
the
venue for such legal proceedings must be in Dallas County, Texas.
7. This
Agreement shall be governed by the laws of the state of Texas.
This
Agreement is dated and effective as of this 15th day
of February, 2006.
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CrossPoint
Energy, LLC
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/s/
Xxxxxx
X. Xxxxxx
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Xxxxxx
X. Xxxxxx, Chairman of the Board
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/s/
Xxxxxx
X. Xxxxxxx
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Xxxxxx
X. Xxxxxxx
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/s/
Xxxxxxx
X. Xxxxxx
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Xxxxxxx
X. Xxxxxx
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/s/
XxXxx
X. Xxxxxx
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XxXxx
X. Xxxxxx
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/s/
Xxxx
X. Xxxxxxx
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Xxxx
X. Xxxxxxx
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