EXHIBIT B
EQUITY COMMITMENT AGREEMENT
EQUITY COMMITMENT AGREEMENT, dated as of March 3, 1999, among El Paso
Power Holding Company, a Delaware corporation ("El Paso") and CalEnergy Company,
Inc., a Delaware corporation ("CalEnergy").
RECITALS
WHEREAS, an Equity Commitment Agreement ("Initial Commitment
Agreement") dated as of October 13, 1998 was entered into among CalEnergy,
Salton Sea Brine Processing L.P., a California limited partnership ("SSBP"),
Salton Sea Power Generation L.P., a California limited partnership ("SSPG"),
Fish Lake Power Company, a Delaware corporation ("Fish Lake"), Salton Sea Power
L.L.C., a Delaware limited liability company ("Power LLC" and, collectively with
SSBP, SSPG and Fish Lake, the "Salton Sea Guarantors"), Vulcan Power Company, a
Nevada corporation ("VPC"), CalEnergy Operating Corporation, a Delaware
corporation ("CEOC"), BN Geothermal, Inc., a Nevada corporation ("BN
Geothermal"), San Xxxxxx Energy Company, a California corporation ("San
Xxxxxx"), Conejo Energy Company, a California corporation ("Conejo"), Niguel
Energy Company, a California corporation ("Niguel"), Vulcan/BN Geothermal Power
Company, a Nevada general partnership ("Vulcan"), Del Ranch, L.P., a California
limited partnership ("Del Ranch"), Xxxxxx, X.X., a California limited
partnership ("Xxxxxx"), Leathers, L.P., a California limited partnership
("Leathers"), and CE Turbo LLC, a Delaware limited liability company ("Turbo
LLC" and, collectively with VPC, CEOC, BN Geothermal, San Xxxxxx, Conejo,
Niguel, Vulcan, Del Ranch, Xxxxxx and Leathers, the "Partnership Guarantors"),
Salton Sea Royalty Company, a Delaware corporation (the "Royalty Guarantor" and,
collectively with the Salton Sea Guarantors and the Partnership Guarantors, the
"Guarantors"), CalEnergy Minerals LLC, a Delaware limited liability company
("Minerals LLC"), Chase Manhattan Bank and Trust Company, National Association,
in its capacity as collateral agent (together with its successors and permitted
assigns in such capacity, the "Collateral Agent") for the Secured Parties
pursuant to the Intercreditor Agreement (as defined in the Indenture referred to
below), and Chase Manhattan Bank and Trust Company, National Association, in its
capacity as depositary agent (together with its successors and permitted assigns
in such capacity, the "Depositary Agent") for the Secured Parties pursuant to
the Depositary Agreement (as defined in the Indenture referred to below).
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WHEREAS, the Funding Corporation was formed for the sole purpose of
issuing its bonds, debentures, promissory notes or other evidences of
indebtedness under the Trust Indenture dated as of July 21, 1995 (the "Original
Indenture") (as amended and supplemented by the First Supplemental Indenture
dated as of October 18, 1995, the Second Supplemental Indenture dated as of June
20, 1996 (the "Second Supplemental Indenture"), the Third Supplemental Indenture
dated as of July 29, 1996 and the Fourth Supplemental Indenture dated as of
October 13, 1998 (the "Fourth Supplemental Indenture"), and the Fifth
Supplemental Indenture dated as of February 16, 1999 (the "Fifth Supplemental
Indenture"), and as further amended, supplemented or otherwise modified from
time to time, the "Indenture"), between the Funding Corporation and Chase
Manhattan Bank and Trust Company, National Association, as trustee (the
"Trustee");
WHEREAS, the Funding Corporation has issued $285,000,000 of its 7.475%
Senior Secured Series F Bonds Due 2018 (the "Series F Securities") pursuant to
the Fourth Supplemental Indenture;
WHEREAS, the Funding Corporation will use the net proceeds of the
Series F Securities to (i) make a loan to the Salton Sea Guarantors pursuant to
the Salton Sea Credit Agreement (the "Salton Sea Project Loan") and (ii) make a
loan to the Partnership Guarantors pursuant to the Partnership Credit Agreement
(the "Partnership Project Loan");
WHEREAS, the Salton Sea Guarantors will use the proceeds of the Salton
Sea Project Loan to pay costs associated with the development, construction,
start-up and operation and maintenance during start-up of Salton Sea Unit V;
WHEREAS, the Partnership Guarantors will use the proceeds of the
Partnership Project Loan to pay (i) costs associated with the development,
construction, start-up and operation and maintenance during start-up of the Zinc
Project and the Region 2/Turbo Project and (ii) costs associated with the making
of Permitted Capital Expenditures to the Partnership Projects and the Salton Sea
Projects;
WHEREAS, as a condition to the Secured Parties entering into the
Financing Documents and the purchase by the Holders of the Series F Securities,
CalEnergy previously agreed to execute and deliver the Initial Commitment
Agreement in favor of the Guarantors and the Collateral Agent;
WHEREAS, El Paso is acquiring an indirect 50% interest in certain of
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the Guarantors pursuant to that Certain Purchase Agreement (the "Purchase
Agreement") between El Paso and CalEnergy dated as of February 21, 1999.
AGREEMENT
NOW THEREFORE, in consideration of CalEnergy entering into the Purchase
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as
follows as follows:
Section 1. Definitions. Unless otherwise defined herein, terms defined
in the Initial Commitment Agreement (including the defined terms incorporated
therein from Depositary Agreement or the Indenture) shall have such defined
meanings when used herein.
Section 2. Equity Contributions.
(a) Salton Sea Unit V Equity Contributions. El Paso shall contribute or
cause to be contributed to Power LLC from time to time until Final Completion of
Salton Sea Unit V, for the benefit of the Secured Parties, not later than one
(1) business day prior to the date specified in the Construction Requisition
attached to the Equity Requisition Certificate delivered by Power LLC to
CalEnergy with copies redelivered by CalEnergy to El Paso pursuant to the
Initial Commitment Agreement, in an amount equal to one half of the amount of
such Construction Requisition; provided, however, the aggregate amount of such
Equity Contribution together with the amount of all previous Equity
Contributions made by El Paso pursuant to this Section 2(a) shall not exceed
one-half of the Unit V Construction Amount.
(b) Region 2/Turbo Equity Contributions. El Paso shall contribute or
cause to be contributed to Turbo LLC, Vulcan or Del Ranch from time to time
until Final Completion of the Region 2/Turbo Project, for the benefit of the
Secured Parties not later than one (1) business day prior to the date specified
in the Construction Requisition attached to the Equity Requisition Certificate
delivered by Turbo LLC, Vulcan, Del Ranch, as the case may be, to CalEnergy with
copies redelivered by CalEnergy to El Paso pursuant to the Initial Commitment
Agreement, in an amount equal to one half of the amount of such Construction
Requisition;
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provided, however, the aggregate amount of such Equity Contribution together
with the amount of all previous Equity Contributions made pursuant to this
Section 2(b) shall not exceed one-half of the Region 2/Turbo Construction
Amount.
(c) Capital Expenditure Contributions. El Paso shall contribute or
cause to contributed to any Guarantor from time to time, for the benefit of the
Secured Parties not later than one (1) business day prior to the date specified
in the Capital Expenditure Requisition attached to the Equity Requisition
Certificate delivered by such Guarantor to CalEnergy with copies redelivered by
CalEnergy to El Paso pursuant to the Initial Commitment Agreement, in an amount
equal to one half of the amount of such Construction Requisition; provided,
however, the aggregate amount of such Equity Contribution together with the
amount of all previous Equity Contributions made by El Paso pursuant to this
Section 2(c) shall not exceed one-half of the Capital Expenditure Construction
Amount.
(d) Additional Equity Amount. El Paso shall contribute or cause to
contributed to the Guarantors from time to time, for the benefit of the Secured
Parties not later than one (1) business day prior to the date, an Equity
Contribution in the amount of any payment of Construction Debt Service;
provided, however, that the aggregate amount of such Equity Contribution,
together with the amount of all previous Equity Contributions made by El Paso
pursuant to this Section 2(d), shall not exceed one-half of the Additional
Equity Amount.
(e) Contributions. Unless the parties otherwise agree, the Equity
Contributions made by El Paso under this Equity Commitment Agreement and the
Equity Contributions (as defined in the Initial Commitment Agreement) made by
CalEnergy under the Initial Commitment Agreement shall be treated as
subordinated loans (to the extent permitted and in accordance with the financing
documents to which CE Generation is a party) to CE Generation and to its
applicable subsidiaries, it being the intent of the parties that (1) CalEnergy
and El Paso will each make half of the payments contemplated by the Initial
Commitment Agreement with respect to Equity Contributions for Salton Sea Unit 5,
the Region 2/Turbo Project and the Capital Expenditures and the Construction
Debt Service applicable to such foregoing projects and (2) that such payments be
treated as equity contributions. If CalEnergy has prefunded such Equity
Contributions, El Paso agrees that one-half of the Capital Expenditure Structure
Amount and Additional Equity Amount shall be released directly to CalEnergy
prior to Closing.
3. Transfer of Equity Commitment Obligations. Other than
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successors to El Paso by merger or otherwise by operation of law, El Paso shall
not transfer any portion of its obligations under this Agreement.
4. Obligations Unconditional; Waivers. (a) The obligations of El Paso
under Section 2 shall be absolute, unconditional and irrevocable under any and
all circumstances, and shall be performed by El Paso regardless of, and to the
fullest extent permitted by applicable law:
(i) the existence of any indebtedness owing by CalEnergy, the
Guarantors or any Affiliate thereof to El Paso or of any setoff,
abatement, counterclaim, recoupment, defense or other right or claim
which El Paso may have against the Guarantors, any Affiliate thereof or
any other Person;
(ii) the occurrence of a Bankruptcy Event of the Guarantors,
any Affiliate thereof or any other Person or the pendency against the
Guarantors, any Affiliate thereof or any other Person of any case, suit
or proceeding under the Federal Bankruptcy Code;
(iii) the invalidity, irregularity or unenforceability of or
any change in or amendment to any Transaction Document;
(iv) the institution or absence of any action to enforce any
Transaction Document or the waiver or consent by El Paso or any Secured
Party with respect to the provisions thereof, the obtaining of any
judgment against the Guarantors or any Affiliate thereof, or any action
to enforce such judgment, or the inability to recover from the
Guarantors or any Affiliate thereof because of any statute of
limitations, laches or otherwise; or
(v) the failure to complete (except as provided in the
definition of Final Completion) or the destruction of any New Project
or any Permitted Capital Expenditures or any other circumstance which
might otherwise constitute a legal or equitable discharge of or a
defense to El Paso's undertakings hereunder; or
(vi) any other circumstances whatsoever which might otherwise
constitute an excuse for nonperformance of the obligations of El Paso
under Section 2, whether similar or dissimilar to any of the
circumstances herein specified.
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(b) The obligation of El Paso to make or cause to be made an Equity
Contribution as provided in Section 2 (as such obligation may be reduced
pursuant to a transfer made in accordance with Section 3) shall not be affected
by (to the fullest extent permitted by applicable law) any abatement, reduction,
limitation, impairment, termination, setoff, defense, counterclaim or recoupment
whatsoever or any right to any thereof, and shall not be released, discharged or
in any way affected by any reorganization, arrangement, compromise or plan
affecting the Guarantors or any Affiliate thereof.
(c) In respect of the Equity Contributions to be made or caused to be
made by El Paso as provided in Section 2, El Paso hereby unconditionally (to the
fullest extent permitted by applicable law):
(i) waives notice of acceptance hereof, of any action taken or
omitted in reliance hereon and of any defaults by the Guarantors or any
Affiliate thereof in the payment of any amounts due, diligence,
protest, presentment, filing of claims with a court in connection with
a Bankruptcy Event of the Guarantors or any Affiliate thereof, any
right to require a proceeding first against the Guarantors or any
Affiliate thereof or that the Guarantors or any Affiliate thereof be
joined in any bankruptcy or similar proceeding, any marshalling of
assets of the Guarantors or any Affiliate thereof, the Guarantors' or
any Affiliate thereof providing security for the Financing Documents or
any notice of default with respect thereto, or any other act or
omission or thing or delay to do any other act or thing which might in
any manner or to any extent vary the risk of El Paso or which might
otherwise operate as a discharge to El Paso;
(ii) agrees that this Agreement shall remain in full force and
effect without regard to, and shall not be affected or impaired by, any
invalidity, irregularity or unenforceability in whole or in part of any
of the Transaction Documents;
(iii) agrees that no failure or delay on the part of the
Guarantors, any Secured Party or any other Person in exercising any
right, power or privilege hereunder or under any other Transaction
Document and no course of dealing between El Paso on the one hand, and
the Guarantors, any Affiliate thereof or any Secured Party, on the
other hand, shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the
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exercise of any other right, power or privilege hereunder;
(iv) agrees that the rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies which the
Guarantors, any Affiliate thereof or any Secured Party would otherwise
have; and
(v) agrees that this Agreement shall be discharged only by
complete performance and payment in full of the obligations contained
herein and that El Paso shall have no right to withhold or set-off
against any payments due for any reason.
5. Representations and Warranties: El Paso hereby represents and
warrants that:
(a) it is a corporation duly formed, validly existing and in good
standing under the laws of the jurisdiction of its formation, and it is duly
qualified and authorized to do business and is in good standing as a foreign
corporation in each jurisdiction in which it owns or leases real property or in
which the nature of its business requires it to be so qualified;
(b) it has all necessary power and authority to execute and deliver
this Agreement and to perform all of its obligations hereunder, and its
execution, delivery and performance of this Agreement have been duly authorized
by all necessary action on its part and do not require any approval or consent
of any holder (or any trustee for or agent of any holder) of any indebtedness or
other obligation of it or any other person or entity, other than approvals or
consents which have previously been obtained and which are in full force and
effect;
(c) it has duly executed and delivered this Agreement and this
Agreement constitutes the valid and binding obligation of it enforceable against
it in accordance with its terms, except as enforceability may be limited by
general equitable principals and applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally;
(d) the execution and delivery by it and the performance by it of its
obligations hereunder do not (i) conflict with its certificate of incorporation
or bylaws, (ii) conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, agreement or other material instrument to
which it is a party or by
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which it or any of its material properties or assets is bound, or (iii) conflict
with any applicable Laws, or any order, writ, injunction or decree of any court
or Governmental Authority binding on it or its material properties or assets;
(e) no Governmental Approvals or other consents or approvals are
required in connection with the execution, delivery and performance by it of
this Agreement;
(f) it is in compliance with all applicable Laws except to the extent
that the failure to comply therewith could not materially adversely affect its
ability to perform its obligations under this Agreement; and
(g) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best of its
knowledge, threatened against it or any of its properties, rights, revenues or
assets which could reasonably be expected to materially adversely affect its
ability to perform its obligations under this Agreement.
6. Expenses. The Guarantors hereby agree to pay all costs, including
reasonable attorneys' fees, incurred with respect to the enforcement of the
provisions of this Agreement against El Paso, which enforcement costs,
regardless of when incurred, shall be payable on the earlier of (a) the date on
which a final judgment shall be obtained against El Paso with respect to this
Agreement and any and all appeal periods shall have expired and (b) the date on
which El Paso and the Collateral Agent shall have otherwise resolved (including
by way of settlement) any dispute with respect to the enforcement of this
Agreement against El Paso.
7. Notices. All notices, requests and other communications provided for
hereunder shall be in writing and, except as otherwise required by the
provisions of this Agreement, shall be sufficiently given and shall be deemed
given when delivered or mailed by registered or certified mail, postage prepaid,
or sent by overnight delivery, telecopy, telegram or telex, addressed to the
parties as follows:
CalEnergy: CalEnergy Company, Inc.
000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
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Telephone: (000) 000-0000
Fax: (000) 000-0000
and a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Fax: 000-000-0000
El Paso: El Paso Power Holding Company
000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Fax: (000) 000-0000
and a copy to:
El Paso Energy Corp.
0000 Xxxxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
and a copy to:
King & Spalding
1185 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
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8. Amendments. No waiver, amendment, modification or termination of any
provision of this Agreement, or consent to any departure by El Paso therefrom,
shall in any event be effective without the prior written consent of CalEnergy.
Any such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.
9. Successors and Assigns. This Agreement shall be binding upon El Paso
and its successors and permitted assigns and shall inure to the benefit of
CalEnergy and its respective successors and assigns. Other than successors to El
Paso by merger or otherwise by operation of law, El Paso may not assign or
otherwise transfer any of its rights or obligations under this Agreement without
the written consent of CalEnergy.
10. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
11. Headings Descriptive. The headings of the several Sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.
12. Severability. In case any provision contained in or obligation
under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
13. Governing Law. This Agreement shall be governed by the laws of the
State of New York of the United States of America and shall for all purposes be
governed by and construed in accordance with the laws of such state without
regard to the conflict of law rules thereof other than Section 5-1401 of the New
York General Obligations Law.
14. Consent to Jurisdiction. Any legal action or proceeding by or
against El Paso with respect to or arising out of this Agreement may be brought
in or removed to the courts of the State of New York, in and for the County of
New York, or of the United States of America for the
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Xxxxxxxx Xxxxxxxx of New York. By execution and delivery of this Agreement, El
Paso accepts, for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts for legal proceedings
arising out of or in connection with this Agreement and irrevocably consents to
the appointment of CT Corporation System, with offices on the date hereof at
0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive service of
process in New York, New York. If for any reason such agent shall cease to be
available to act as such, El Paso agrees to appoint a new agent satisfactory to
CalEnergy on the terms and for the purposes of this provision. Nothing herein
shall affect the right to serve process in any other manner permitted by law or
any right to bring legal action or proceedings in any other competent
jurisdiction. El Paso hereby waives any right to stay or dismiss any action or
proceeding under or in connection with this Agreement or any other Transaction
Document brought before the foregoing courts on the basis of forum
non-conveniens or improper venue.
15. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE OTHER PARTIES HERETO.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE COLLATERAL AGENT TO ENTER INTO
THIS AGREEMENT.
16. Entire Agreement. This Agreement, together with any other agreement
executed in connection herewith, is intended by the parties as a final
expression of their agreement as to the matters covered hereby and is intended
as a complete and exclusive statement of the terms and conditions thereof.
17. Third Party Beneficiaries. Nothing herein contained shall confer
any right upon any Person other than the parties hereto.
18. Limitation of Liability. Notwithstanding anything else in this
Agreement, El Paso's liability in respect of this Agreement is limited to $25.85
million. Neither El Paso nor any shareholder, officer, employee, controlling
Person, executive, director, agent or Affiliate of El Paso (hereinafter referred
to as "operatives") shall be liable for payments or other obligations due by
CalEnergy, the
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Funding Corporation or any of the Guarantors under the Securities, the
Indenture, the Guarantees or the other Financing Documents and, except for the
obligations of El Paso under this Agreement, the obligations of El Paso and its
operatives under this Agreement and the other Financing Documents shall be
limited to the extent of each party's right, title and interest in, to and under
any collateral pledged by El Paso or such operatives under this Agreement or the
other Financing Documents.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.
--------------------------------------- ----------------------------------------
EL PASO POWER HOLDING COMPANY CALENERGY COMPANY, INC.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxx X. XxXxxxxx
------------------------------ ------------------------------
Name: Xxxxx Xxxxxxxxx Name: Xxxxxx X. XxXxxxxx
Title: President Title: Executive Vice President
--------------------------------------- ----------------------------------------
--------------------------------------- ----------------------------------------
By signing below, the entities set forth below agree that Equity
Contributions made by El Paso pursuant to this Agreement shall each constitute
an Equity Contribution (as defined in the Initial Commitment Agreement) that
CalEnergy has caused to be contributed in fulfillment of its obligations
pursuant to the Initial Commitment Agreement. Subject to the foregoing,
CalEnergy agrees that (i) this Agreement does not relieve CalEnergy of any of
its obligations under the Initial Commitment Agreement to the extent El Paso
breaches its obligations hereunder and (ii) CalEnergy remains responsible under
the Initial Commitment Agreement to the extent that El Paso breaches its
obligations hereunder or fails to make any Equity Contributions required
hereunder.
SALTON SEA POWER GENERATION X.X. XXXXXX SEA POWER L.L.C.
By: SALTON SEA POWER COMPANY, By: XX XXXXXX SEA INC.,
As its general partner as its manager
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. XxXxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President Title: Executive Vice President
SALTON SEA BRINE PROCESSING L.P. VULCAN POWER COMPANY
By: SALTON SEA POWER COMPANY, By: /s/ Xxxxxx X. XxXxxxxx
as its general partner ----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President
FISH LAKE POWER LLC CALENERGY OPERATING CORPORATION
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. XxXxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President Title: Executive Vice President
VPC GEOTHERMAL LLC
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President
VULCAN/BN GEOTHERMAL POWER COMPANY SAN XXXXXX ENERGY COMPANY
By: VULCAN POWER COMPANY, By: /s/ Xxxxxx X. XxXxxxxx
as its general partner ----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President
LEATHERS, L.P. CONEJO ENERGY COMPANY
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. XxXxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President Title: Executive Vice President
DEL RANCH, X.X. XXXXXX, L.P.
By: CALENERGY OPERATION CORPORATION, By: CALENERGY OPERATION CORPORATION,
as its general partner as its general partner
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. XxXxxxxx
---------------------------------- ----------------------------------
Name: Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President Title: Executive Vice President
NIGUEL ENERGY COMPANY
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President
CE TURBO LLC
By: MAGMA POWER COMPANY
as its manager
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President
SALTON SEA ROYALTY LLC
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Executive Vice President