INDEMNIFICATION AGREEMENT
Appendix A to Letter Engagement Agreement (the "Agreement"), dated
March 18, 1998 by and between Crown Energy Corporation (the "Company") and
Ladenburg Xxxxxxxx & Co. Inc. ("Ladenburg").
The Company agrees to indemnify and hold Ladenburg and its affiliates, control
persons, directors, officers, employees and agents (each an "Indemnified
Person") harmless from and against all losses, claims, damages, liabilities,
costs or expenses, including those resulting from any threatened or pending
investigation, action, proceeding or dispute whether or not Ladenburg or any
such other Indemnified Person is a party to such investigation, action,
proceeding or dispute, arising out of Ladenburg's entering into or performing
services under this Agreement, or arising out of any matter referred to in this
Agreement. This indemnity shall also include Ladenburg's and/or any such other
Indemnified Person's reasonable attorney's and accountant's fees and
out-of-pocket expenses incurred in, and the cost of Ladenburg's personnel whose
time is spent in connection with, such investigations, actions, proceedings or
disputes which fees, expenses and costs shall be periodically reimbursed to
Ladenburg and/or to any such other Indemnified Person by the Company as they are
incurred: provided, however, that the Indemnity herein set forth shall not apply
to the Indemnified Person where a court of competent jurisdiction has made a
final determination that such Indemnified Person acted in a grossly negligent
manner or engaged in willful misconduct in the performance of the service
hereunder which gave rise to the loss, claim, damage, liability, cost or expense
sought to be recovered hereunder (but pending any such final determination the
indemnification and reimbursement provisions hereinabove set forth shall apply
and the Company shall perform its obligations hereunder to reimburse Ladenburg
and/or each such other Indemnified Person periodically for its, his or their
fees, expenses and costs as they are incurred). The Company also agrees that no
Indemnified Person shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in connection with any act
or omission to act as a result of its engagement under this Agreement except for
any such liability for losses, claims, damages, liabilities or expenses incurred
by the Company that is found in a final determination by a court of competent
jurisdiction to have resulted from such Indemnified Person's gross negligence or
willful misconduct.
If for any reason, the foregoing indemnification is unavailable to
Ladenburg or any such other Indemnified Person or insufficient to hold it
harmless, then the Company shall contribute to the amount paid or payable by
Ladenburg or any such other Indemnified Person as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative benefits received by the Company and its shareholders on the one hand
and Ladenburg or any such other Indemnified Person the other hand, but also the
relative fault of the Company and Ladenburg or any such other Indemnified
Person, as well as any relevant equitable considerations; provided that in no
event will the aggregate contribution by Ladenburg and any such other
Indemnified Person hereunder exceed the amount of fees actually received by
Ladenburg pursuant to this Agreement. No person found liable for a fraudulent
misrepresentation shall be entitled to a contribution from any person who is not
also found liable for such fraudulent misrepresentation. The reimbursement,
indemnity and contribution obligations of the Company hereinabove set forth
shall be in addition to any liability which the Company may otherwise have and
these obligations and the other provisions hereinabove set forth shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Company, Ladenburg and any other Indemnified
Person.
The terms and conditions hereinabove set forth in this Appendix A shall
survive the termination and expiration of this Agreement and shall continue
indefinitely thereafter.
LADENBURG XXXXXXXX & CO. INC.
By:
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CROWN ENERGY CORPORATION AND ITS AFFILIATES AND RELATED ENTITIES
By:
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