1
Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement (this "Consulting Agreement") is entered into
and is effective as of this _______ day of ____________, 1997 (the "Effective
Date"), by and between Xxxxxxx X. XxXxxxxx, individually ("Consultant"), and
Interenergy Corporation, a Colorado corporation ("Interenergy").
RECITALS
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of August
25, 1997, as it may be amended from time to time (the "Merger Agreement"), by
and among K N Energy, Inc. ("KNE"), KN Acquisition Company and Interenergy, the
execution of this Consulting Agreement is a condition precedent to the
consummation of the Merger (as defined in the Merger Agreement);
WHEREAS, Interenergy desires to engage Consultant to perform certain
consulting services, as described more fully and on the terms set forth herein;
and
WHEREAS, Interenergy and Consultant have agreed to extend the maturity of
certain indebtedness owed by Consultant to Interenergy Resources Corp. ("IRC"),
a wholly-owned subsidiary of Interenergy;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties agree as follows:
AGREEMENTS
Section 1. Engagement/Term. Interenergy hereby engages Consultant as
a consultant to perform the Services (as defined below) for the period of time
commencing on the Effective Date and ending on the second anniversary thereof
(the "Term") and Consultant hereby agrees to perform the Services for the Term.
Section 2. Services to be Performed.
2
a. Consultant shall perform such services as shall be mutually
agreed by Consultant and Interenergy (the "Services"), which Services may
include: (i) rendering advice to Interenergy in connection with its
natural gas gathering and marketing operations; (ii) rendering advice to
Interenergy in connection with potential mergers, acquisitions and
divestitures; (iii) rendering advice to Interenergy on strategic planing;
and (iv) such other services as shall be mutually agreed by Consultant
and Interenergy. Consultant shall report directly to the Vice President
of Business Operations of KNE.
b. Consultant agrees to devote the time necessary to perform
the Services but shall not be required to perform the Services on a
full-time basis.
c. Interenergy expressly acknowledges that Consultant is not
required to work exclusively for Interenergy or any of its affiliates and
may engage in such other activities on his own and on behalf of third
parties so long as such activities do not conflict with or violate the
provisions of this Consulting Agreement.
d. Consultant shall perform the Services in a good and
workmanlike manner, in accordance with all industry standards.
e. Consultant shall not subcontract the performance of any of
the Services.
Section 3. Compensation.
a. Consulting Fees.
i. Beginning on the Effective Date, and ending on March
31, 1998 (the "Initial Period"), Consultant shall receive a
monthly consulting fee, payable on the Effective Date and on the
first day of each month thereafter during the Initial Period, of
$15,000 per month, pro rated to reflect the length of any partial
months contained in the Initial Period.
ii. From the end of the Initial Period until expiration
of the Term hereof or the earlier termination of this Consulting
Agreement as provided in Section 22 (the "Subsequent Period"),
Consultant shall receive a monthly consulting fee, payable on the
first day of each month, of $8,333.34 per month, pro rated to
reflect the length of any partial months contained in the
Subsequent Period.
2
3
b. Benefits. During the Initial Period, Interenergy shall
provide without cost to Consultant comparable medical, dental, disability and
life insurance benefits as are generally available from time to time to senior
executives of KNE, and all membership fees, dues and subscriptions relating to
the organizations to which Consultant has historically belonged and publications
that Consultant historically has received, as listed on Schedule 3(b) to this
Consulting Agreement. Interenergy acknowledges that the Annually Renewable Term
Life Insurance Policy, Policy No. 3762433, issued in the name of Consultant by
The Guardian Life Insurance Company of America has been paid by Interenergy
through May 25, 1998, and agrees that such policy shall remain in effect through
such date.
c. Automobile. Interenergy shall provide without cost to
Consultant the continued use of the automobile currently used by Consultant and
provided to Consultant by Interenergy prior to the Merger from the date hereof
through February 2, 1999, the date on which the lease on such automobile
expires. In addition, Interenergy shall pay for all maintenance and insurance
incurred in connection with Consultant's use of such automobile.
d. No Withholding. Interenergy shall not be required to make
any tax or other withholdings for any payments to Consultant, all of which shall
be Consultant's responsibility. Consultant shall be solely and completely
responsible for payment of any and all Federal, State or local taxes, fees or
assessments.
Section 4. Consultant Property. During the Initial Period and the
Subsequent Period, Consultant may use without cost to Consultant the items
listed in Section I of Schedule 4.0 to this Consulting Agreement. At or before
the end of the Subsequent Period, Consultant may purchase from Interenergy all
or any of the items listed in Section I of Schedule 4.0 by paying to Interenergy
a price not less than the fair market value of such items, as mutually agreed by
Consultant and Interenergy. In addition, during the Initial Period, Consultant
may use without cost to Consultant the items listed in Section II of Schedule
4.0. At or before the end of the Initial Period, Consultant may purchase from
Interenergy all or any of the items listed in Section II of Schedule 4.0 by
paying to Interenergy a price not less than the fair market value of such items,
as mutually agreed by Consultant and Interenergy.
Section 5. Office Space/Support Services/Expense Reimbursement.
a. During the Initial Period, Interenergy shall make available
to Consultant the office space occupied by Consultant and by his secretary prior
to the Effective Date, together with all furniture, fixtures, office equipment
and other personal property used by Consultant and his secretary prior to the
Effective Date, which are itemized in Section II of Schedule 4.0. During the
Subsequent Period, Interenergy shall provide Consultant with reasonable access
to its offices, personnel, and resources as required in connection with
Consultant's performance of the Services.
3
4
b. During the Initial Period, Interenergy shall promptly
reimburse Consultant for all reasonable expenses which are necessary and
incurred in the performance of the Services, including expenses for
office supplies, utilities, normal operational overhead, entertainment,
travel, seminars and the like, and for Consultant's secretarial help in
an amount not to exceed $2,333 per month. During the Subsequent Period,
Interenergy shall promptly reimburse Consultant for all reasonable
expenses which are necessary and incurred by Consultant in the
performance of the Services, including expenses for entertainment,
travel, seminars and the like, but not including expenses for secretarial
help, office supplies, utilities or normal operational overhead.
Section 6. Agreement Regarding Aircraft. On or before the Effective
date, Consultant shall execute the Aircraft Stock Pledge Agreement in favor of
KNE attached hereto as Exhibit C pursuant to which Consultant shall pledge to
KNE the number of shares of common Stock of KNE specified therein and owned by
Consultant, as security for the repayment of the indebtedness of XxXxxxxx Energy
LLC to Interenergy in the original principal amount of $194,000, together with
simple interest thereon at 8% per annum and all other amounts which may become
due to Interenergy under the promissory note evidencing such indebtedness (the
"Aircraft Promissory Note") in accordance with the terms thereof. A copy of the
Aircraft Promissory Note is attached hereto as Exhibit D.
Section 7. Covenants of Consultant.
a. Confidentiality Covenant.
i. Consultant covenants and agrees that he will not at any time
during the Term hereof and for the period of time ending on the later
to occur of (A) the expiration of the Term hereof or the earlier
termination of this Consulting Agreement pursuant to Section 22 hereof
and (B) the date on which all amounts due and owing by Consultant under
the Amended and Restated Promissory Note (defined below) have been repaid
in full, (which time period shall be referred to herein as the "Covenant
Term") reveal, divulge, or make known to any person any "Confidential
Information" (defined below) made known to Consultant by reason of his
affiliation with Interenergy or any affiliate or subsidiary of
Interenergy, including, without limitation, KNE because of matters
relating to the Merger Agreement or Consultant's performance of the
Services.
ii. Confidential Information. For the purposes of this
Agreement, Confidential Information shall mean any and all information
obtained by Consultant from or during Consultant's affiliation with
Interenergy or any of its subsidiaries or affiliates, which information
concerns the business affairs of Interenergy (which includes its
affiliates, as well, and specifically includes, without limitation,
4
5
KNE), and which Interenergy or KNE has requested be held in
confidence or could reasonably be expected to desire be held in
confidence, including without limitation, any factual information,
plan, strategy, data base, process, operational method, procedure
or customer list which is proprietary to Interenergy or KNE, or
which Consultant knows, or reasonably should know, is intended to
be or is, used in the business of Interenergy or KNE, [or which
gives or may give Interenergy or KNE an advantage over competitors
who do not know of or use such Confidential Information.]
Confidential Information shall not include: (A) information that,
at the time of disclosure, is in the public domain or is otherwise
generally known in the natural gas industry or enters the public
domain or becomes generally known in the natural gas industry
through no fault or action of Consultant, (information shall not
be deemed in the public domain or generally known because it is
known by Consultant, or any past, present or future employee,
officer or director of either Interenergy or KNE); and (B)
information that at any time is received in good faith by
Consultant from a third party who, to Consultant's best knowledge
and good faith belief, was in lawful possession of the information
and was not subject to a duty to keep such information
confidential.
iii. Disclosure of Confidential Information. In the event
Consultant becomes legally compelled (by deposition,
interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose any of the
Confidential Information, Consultant shall, to the fullest extent
possible, provide Interenergy with prompt prior written notice of
such requirement so that Interenergy may seek a protective order
or other appropriate remedy and/or waive compliance with the terms
of this Section 7. In the event that such protective order or
other remedy is not obtained, or that Interenergy waives
compliance with the provisions hereof, Consultant agrees to
furnish only that portion of the Confidential Information which,
in accordance with the advice of counsel, is legally required or
appropriate to be furnished.
iv. Return of Materials. Consultant agrees to return to
Interenergy all materials containing or embodying in any manner
any Confidential Information, in any medium or format whatsoever,
which were obtained by Consultant during the time of his
affiliation with Interenergy or during the term of this Consulting
Agreement, upon the earlier to occur of a termination of this
Consulting Agreement or a request therefor by Interenergy.
b. Covenant Not to Compete.
i. Prohibited Activities. Consultant covenants and agrees
that at any time during the Covenant Term,
5
6
Consultant shall not, either directly or indirectly, within
the geographic area specified in Section 7(b)(ii) below, enter
into or engage in any form or manner of competition with KNE
(which term includes all affiliates and subsidiaries, including,
without limitation, Interenergy) in its business as it is
conducted as of the Effective Date, as such business is specified
in Section 7(b)(ii). For the purposes of this Agreement, such
prohibited competition shall include, without limitation:
A. acting as a principal, agent, salesperson,
employee, officer, director, manager, consultant, partner,
or independent contractor of another person, entity or
enterprise which competes or could compete with KNE's
business as it is constituted on the Effective Date.
Nothing herein shall, however, be construed to prevent
Consultant from working as an exploration geologist;
B. being the direct or indirect beneficial owner
of any direct or indirect interest, of any kind or nature,
in any business, however structured, which competes with
KNE's business, whether as owner, participant or lender,
other than ownership interest in not more than five
percent (5%) of any class of outstanding securities of a
publicly held company, provided all such securities are
acquired through purchases on an open public market;
C. through the use or transmission to any other
person, entity or enterprise of any Confidential
Information, as defined in Section 7(a) hereof;
D. through soliciting from any employee or
consultant of KNE, or supplying to any person,
[confidential] information pertaining to any customer
(which, for this Consulting Agreement shall mean all
persons to which KNE sells goods or services or from which
KNE buys goods or services, and all persons with which KNE
has established strategic marketing, services or other
alliances, and all customer prospects of KNE);
E. through interfering with the contractual
relationship between KNE and any customer or customer
prospect of KNE; and
F. through inducing or encouraging any individual
to leave the employment of KNE and work for any other
person, entity or enterprise which competes with KNE's
business as it is constituted as of the Effective Time.
6
7
ii. KNE'S Business/Geographic Limit. The business of KNE
(which includes KNE's affiliates including, without limitation,
Interenergy) involves, for the purposes hereof, the gathering,
processing, transportation, and/or marketing of natural gas and
natural gas liquids in the states of Montana, Wyoming, Utah,
Colorado, Kansas, Nebraska, South Dakota, North Dakota, Oklahoma,
Texas and New Mexico. The prohibitions on Consultant's activities
under this Section 7(b) shall apply solely to KNE's business as
defined in this Section 7(b)(ii) and conducted on the Effective
Date in these enumerated States.
Section 8. Independent Contractor. Nothing contained in this
Consulting Agreement shall be construed to create an employment relationship,
agency, joint venture or partnership. Consultant is an independent contractor.
Consultant is not, and shall not hold himself out as, an agent or
representative of KNE or Interenergy. This Consulting Agreement does not
create a fiduciary relationship between KNE or any of its affiliates including,
without limitation, Interenergy on the one hand, and Consultant on the other
hand.
Section 9. Extension of Promissory Note.
a. As consideration for Consultant's executing this Consulting
Agreement, and subject to KNE's receipt of an opinion of [Consultant's]
counsel regarding the legality of such extension in the Merger context,
Interenergy hereby agrees, on behalf of itself and on behalf of IRC:
i. to extend the maturity date of a promissory note
evidencing indebtedness of Consultant to IRC, originally dated
May 12, 1993, in the original principal amount of $530,000.00
(the "Note"), to May 1, 2001; and
ii. to such other amendments as are contained in the
"Amended and Restated Promissory Note," attached hereto as Exhibit
A. Interenergy further agrees, on its behalf and on behalf of
IRC, that upon execution of the Amended and Restated Promissory
Note, the Note shall be marked canceled and returned to
Consultant, and shall be of no further force and effect.
b. Repayment of the Amended and Restated Promissory Note shall
be secured by a pledge of KNE Common Stock, as provided in the "Stock
Pledge Agreement," attached hereto as Exhibit B.
c. Default under, and early termination prior to the specified
expiration of the Term of, this Consulting Agreement shall accelerate
the maturity date of the Amended and Restated Promissory Note, which
shall become due and payable on the date of such default or early
termination.
7
8
Section 10. Assignment and Succession. Consultant may not assign any of
his rights or delegate any of his duties or obligations under this Consulting
Agreement, except that Consultant may assign his rights hereunder to an entity
controlled by Consultant. Interenergy may assign its rights, duties or
obligations under this Consulting Agreement at its sole option. The rights and
obligations of Interenergy under this Consulting Agreement shall inure to the
benefit of and be binding upon its successors and assigns. The rights and
obligations (if such assignment is permitted by Interenergy) of Consultant under
this Consulting Agreement shall inure to his permitted successors and assigns.
Section 11. Entire Agreement; Termination of Prior Agreement. This
Consulting Agreement constitutes the entire agreement between Interenergy and
Consultant with respect to the subject matter hereof. The parties may not
modify this Consulting Agreement by oral agreements, promises or
representations. The parties may modify this Consulting Agreement only by a
written instrument signed by the parties. This Consulting Agreement supersedes
the Employment Agreement, dated April 1, 1993, between Consultant and
Interenergy (the "Employment Agreement") which shall, as of the Effective Date,
be canceled and of no further force and effect. Notwithstanding the foregoing
to the contrary, however, if Consultant shall have received payment pursuant to
the Employment Agreement for any period of time after the Effective Date,
Interenergy shall not be obligated to pay Consultant the consulting fee
specified in Section 3(a)(i) hereof for any such period of time.
Section 12. Counterparts. This Consulting Agreement may be executed
in two or more counterparts, which may be delivered to the other party by
facsimile, each of which shall be deemed to be an original, but all of which
shall be considered one and the same instrument.
Section 13. Governing Law. This Consulting Agreement shall at all
times be governed by and construed, interpreted and enforced in accordance with
the laws of the State of Colorado, without regard to principles regarding
conflicts of laws.
Section 14. Notice. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed delivered and
effective on the business day when delivered personally, by facsimile (with a
confirmation copy sent by certified or registered U.S. mail or by express
courier, in each case with return receipt requested), or by certified or
registered U.S. mail or by express courier, in each case with return receipt
requested, or on the next succeeding business day if the initial delivery is
not made upon a business day, to the other party at the following address for
such party (or at such other address as shall be specified by like notice):
if to Consultant:
Xxxxxxx X. XxXxxxxx
00000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
8
9
If to Interenergy:
c/o 000 Xxx Xxxxxx Xx.
Xxxxxxxx, XX 00000-0000
Attn: KNE Vice President Business Operations
Telephone: (303) 914-______________
Facsimile: (303) ___________
Section 15. Waivers. Either party hereto may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Consulting Agreement on the part of such other party hereto to be performed or
complied with. No omission or delay by any party at any time to enforce any
right or remedy reserved to it, or to require performance of any of the terms,
covenants, or provisions hereof at any time designated, shall be or be deemed
to constitute a waiver of any such right or remedy, nor shall it in any way
affect the right to enforce such provisions thereafter. Each waiver granted by
any party shall be strictly construed to apply only to the terms specifically
addressed therein. No waiver by any party of any provision shall be or be
deemed to constitute a continuing waiver applicable to any future performance
obligation, unless specifically stated therein.
Section 16. Section and Other Headings. The section and other
headings contained in this Consulting Agreement are for reference purposes only
and shall not be deemed to be a part of this Consulting Agreement or to control
or affect the meaning or construction of any provision hereof.
Section 17. Severability. If any provision of this Consulting
Agreement shall be determined by any court of competent jurisdiction to be
unenforceable or otherwise invalid for any reason, including, but not limited
to, (a) the duration or scope of the non-competition or confidentiality
covenants, or (b) the geographic scope or the extent of the activities
prohibited or required by those covenants, such provision shall be enforced and
validated to the fullest extend permitted by law, and the court shall have the
power to reform such provision to the extent necessary for such provision to be
enforceable under applicable law. All provisions of this Agreement are
severable, and the unenforceability or invalidity of any single provision
hereof shall not affect the enforceability or validity of remaining provisions.
Section 18. Agreement Confidential. The parties each agree to keep
this Consulting Agreement confidential and not to disclose the terms hereof to
any person, including to employees of KNE, Interenergy and their respective
affiliates, other than (a) such persons as have a need to know the contents of
this Consulting Agreement in connection with the performance of their official
responsibilities and (b) as required by any applicable law, including without
limitation the Securities Act of 1933, as amended, and the regulations
promulgated thereunder.
Section 19. Survival. The parties acknowledge that additional
consideration has been given for Consultant's agreement to comply with the
provisions of Sections 7(a) and 7(b) hereof. Accordingly, the provisions of
Sections 7(a) and 7(b) shall survive for
9
10
the periods described therein, and all remedies of Interenergy with respect
thereto shall survive indefinitely the termination of this Agreement for any
reason whatsoever. Breach by Consultant of Sections 7(a) or 7(b) shall relieve
Interenergy of any obligation it might otherwise have to make any payments of
such additional consideration, except for amounts owed to Consultant by KNE in
accordance with the terms hereof prior to the date of such breach, but shall not
relieve Consultant of any of his obligations under Sections 7(a) or 7(b).
Section 20. Specific Performance, etc. Consultant acknowledges that
the provisions of Sections 7(a) and 7(b) are essential to Interenergy and KNE,
are required for the protection of the legitimate business interests of
Interenergy and KNE, and that Interenergy would not enter into this Consulting
Agreement and KNE would not consummate the Merger if this Consulting Agreement
did not include Sections 7(a) and 7(b). Consultant acknowledges that there is no
practical way for Interenergy or KNE to separate Confidential Information from
non-Confidential Information. Consultant acknowledges that the provisions of
Sections 7(a) and 7(b) are reasonable in terms of duration, scope, geography and
types and limits of activities addressed. Furthermore, Consultant agrees that
the harm sustained by Interenergy and KNE as a result of breach of Sections 7(a)
or 7(b) cannot be adequately remedied solely by monetary damages. Consultant
agrees that, notwithstanding any other provision of this Consulting Agreement,
in addition to any other remedy Interenergy may have under this Agreement or at
law, Interenergy shall be entitled to injunctive and other equitable relief to
prevent or curtail any breach of any provision of this Consulting Agreement,
including, without limitation, any breach of any part of Sections 7(a) or 7(b).
Consultant further agrees that if the Covenant Not to Compete contained in
Section 7(b) hereof is found by any court of competent jurisdiction to be
overly-broad in extent, or as to the time period or to the geographic area
designated, the parties agree that this covenant shall nevertheless be
effective, but it shall be deemed to be amended or reformed to the extend
determined by such court to be reasonable and enforceable to the greatest
possible extent, and as so amended shall be fully enforced.
Section 21. Indemnification.
a. Consultant hereby releases and agrees to indemnify, defend and
hold harmless, Interenergy and each of its affiliates, agents, employees,
officers, directors, professionals and representatives (collectively, "Company
Group") from and against any and all damages, liabilities, losses, claims (other
than claims for payments due for services rendered pursuant to this Agreement),
actions, costs, expenses (including but not limited to reasonable attorney's
fees whether in the enforcement of this indemnity provision or otherwise),
fines, penalties and judgments, of every kind and character related to breach by
Consultant of this Consulting Agreement, the gross negligence or
10
11
willful misconduct of Consultant in performing the Services, whether
arising from tort, contract, quasi-contract, statute or otherwise, except
where caused by the gross negligence or willful misconduct of any member
of the Company Group, and except where a matter giving rise to an
indemnity claim results from action performed by Consultant at KNE's or
Interenergy's direction or request in accordance with that direction or
request.
b. Interenergy releases and agrees to indemnify, defend and hold
harmless Consultant from and against any and all damages, liabilities, losses,
claims, actions, costs, expenses (including but not limited to reasonable
attorney's fees whether in the enforcement of this indemnity agreement or
otherwise), fines, penalties and judgments, of every kind and character related
to Interenergy's breach of this Consulting Agreement and the obligations of
Interenergy hereunder, whether arising from tort, contract, quasi-contract,
statute or otherwise, except where caused by the gross negligence or willful
misconduct of Consultant, and except as provided in Section 21(a).
c. The provisions of this Section 21 shall survive the
termination of this Agreement for the period permitted by applicable statute of
limitations.
Section 22. Termination.
a. Without Cause. This Consulting Agreement may be terminated
without cause by the parties by a written instrument signed by both
parties.
b. Death or Permanent Disability. This Agreement shall terminate
automatically upon Consultant's death or permanent disability. (Permanent
disability shall mean a condition which has existed for six months or can be
expected to last indefinitely and which prevents the continued performance of
the Services by Consultant. Interenergy, acting in good faith and in accordance
with its stated policy regarding disability, shall determine the existence of
disability and, at Interenergy's expense, may have Consultant examined by and
shall rely on advice room a qualified medical professional satisfactory to
Interenergy in making the determination.)
c. For Cause. This Consulting Agreement may be terminated for
cause by Interenergy, five business days after Interenergy has provided notice
to Consultant of its intention to terminate this Agreement, except as
specifically provided in sub-sections (i) and (iv) below. The following shall
constitute cause for the purposes hereof:
11
12
i. Breach by Consultant of Sections 7(a) or 7(b) hereof.
Termination under this provision may be at any time and with no
advance notice.
ii. Persistent failure or refusal by Consultant to
perform the Services, or Consultant's performance of Services in
a manner which does not meet a standard of reasonable competence.
iii. Willful misconduct, fraud, dishonesty or breach of
trust by Consultant which is materially injurious to Interenergy
or KNE.
iv. Conviction of Consultant of a felony. Termination
under this provision may be at any time and with no advance
notice.
d. Effect of Termination. Upon termination of this Consulting
Agreement, Consultant shall not be entitled to receive any payments or benefits,
except as expressly agreed to by Interenergy and except for payments owing prior
to such termination. Following termination of this Consulting Agreement,
Consultant shall have no rights, and expressly hereby waives all rights which he
might otherwise have had under law or under this Agreement had it not been
terminated, to recover all costs, charges, damages, payments or benefits of any
sort from Interenergy, except for amounts owed to Consultant by Interenergy in
accordance with the terms hereof prior to the date of such termination.
IN WITNESS WHEREOF and intending to be legally bound hereby, the
parties hereto have executed this Consulting Agreement as of the date first
written above.
-------------------------------------------
XXXXXXX X. XXXXXXXX
INTERENERGY CORPORATION
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
12
13
SCHEDULE 3(b)
MEMBERSHIP FEES, DUES AND SUBSCRIPTIONS
Subscriptions
Wall Street Journal
DTN Financial Exchange Service
Gas Processor's Report
Inside FERC
Rocky Mountain Oil Journal
Dues
Colorado Oil and Gas Association
Rocky Mountain Oil and Gas Association
Independent Petroleum Association of Mountain States
American Association of Petroleum Geologists
Membership Fees
Top of the Rockies Club (Petroleum Club of Denver)
14
SCHEDULE 4.0
CONSULTANT PROPERTY
Part I - Home Office
1. HP Vectra 500 Computer
2. HP Laserjet LL Printer
3. HP Laserfax
4. Xerox 5310 Copier
Part II - Professional Office
1. HP Omnibook 2000 CT Laptop Computer
2. HP 320 LX Palmtop Computer
3. HP Laserjet 5si mx printer
4. HP Laserjet Series II printer
5. Canon 6650II copier
6. One (1) NEC computer, monitor and keyboard
7. Xxxxxxx Speakerphone
8. Motorola Startac portable cellular phone
9. Executive table desk
10. Executive pedestal desk
11. Executive credenza
12. Executive computer table
13. Executive bookcase
14. Executive file cabinet
15. Two (2) executive office chairs
16. Executive desk chair
17. Couch
18. Coffee table
19. Four (4) four-drawer file cabinets
20. Conference room table
21. Eight (8) conference chairs
15
EXHIBIT A
AMENDED AND RESTATED PROMISSORY NOTE
To Be Attached
16
EXHIBIT B
STOCK PLEDGE AGREEMENT
To Be Attached
2
17
EXHIBIT C
AIRCRAFT STOCK PLEDGE AGREEMENT
To Be Attached
3
18
EXHIBIT D
AIRCRAFT PROMISSORY NOTE
TO BE ATTACHED.
4
