Amendment No. 8 to Indemnification Agreement among AJG Financial Services, US Energy Biogas Corp, U.S. Energy Systems, and Cinergy Energy Solutions

Summary

This amendment updates the existing Indemnification Agreement between AJG Financial Services, US Energy Biogas Corp, U.S. Energy Systems, Cinergy Energy Solutions, and several shareholders. The main change extends the deadline for delivering certain claims related to breaches of the Merger Agreement, allowing some claims to be made up to six years after the closing date. All other terms of the original agreement remain unchanged and in effect.

EX-10.95 18 d56622_ex10-95.txt INDEMNIFICATION AGREEMENT AMENDMENT NO. 8 AMENDMENT NO. 8 TO INDEMNIFICATION AGREEMENT THIS AMENDMENT NO. 8 to the Indemnification Agreement is made as of the 27th day of June, 2003 (as supplemented or modified from time to time, this "Agreement") by and among AJG Financial Services, Inc., by its Vice President, General Counsel, as agent (the "Major Shareholder Agent") for Bernard J. Zahren, Finova Mezzanine Capital Corp., AJG Financial Services, Inc., ("AJG") Environmental Opportunities Fund (for itself and as successor to) Environmental Opportunities Fund Cayman, Fredric Rose, M&R Associates, Martin F. Laughlin, Richard J. Augustine and Michael J. Carolan (each, an "Initial Major Shareholder"), Stephen Rosenberg, US Energy Biogas Corp. (formerly known as Zahren Alternative Power Corporation), a Delaware corporation ("ZAPCO "), U.S. Energy Systems, Inc., a Delaware corporation ("USE"), and Cinergy Energy Solutions, Inc., a Delaware corporation ("CES"). Unless indicated otherwise, capitalized terms shall have the same meanings herein as they have in the Indemnification Agreement (as defined below). W I T N E S S E T H: WHEREAS, the parties hereto, the Initial Major Shareholders and USE Acquisition Corp, which was merged into ZAPCO, have previously entered into that certain Indemnification Agreement dated as of November 28, 2000 (as amended by Amendment No. 1 dated as of May 11, 2001, Amendment No. 2 dated as of November 1, 2002, Amendment No. 3 dated as of February 10, 2003, Amendment No. 4 dated as of March 13, 2003, Amendment No. 5 dated as of April 15, 2003, Amendment No. 6 dated as of May 14, 2003 and Amendment No. 7 dated as of June 11, 2003, the "Indemnification Agreement"); WHEREAS, the parties hereto now wish to amend the Indemnification Agreement: NOW, THEREFORE, in consideration of $10.00 and other consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 4(a)(i) of the Indemnification Agreement is hereby amended by deleting the existing section in its entirety and inserting in its place the following section: i. unless a Notice of Claim (as defined herein) has been delivered to the Major Shareholders, on or prior to July 14, 2003 provided that notwithstanding anything to the contrary in this Section 4(a)(i) Notices of Claim arising from or relating to breaches of Section 3.10, 3.17 and 3.20 of the Merger Agreement may be delivered prior to the sixth anniversary of the Closing Date; 2. Clause (i) in Section 4(a) of the Indemnification Agreement following "The ZAPCO Indemnitees shall not be entitled to recover under Section 3(b):" is hereby amended by deleting the existing clause in its entirety and inserting in its place the following clause: i. unless a Notice of Claim (as defined herein) has been delivered to the Beneficiaries, on or prior to July 14, 2003 except that Notices of Claim arising from or relating to the breaches of Sections 4.09, 4.15 and 4.18 of the Merger Agreement may be delivered prior to the sixth anniversary of the Closing Date; 3. Except as amended hereby, the Indemnification Agreement is hereby ratified and confirmed and, as so amended, remains in full force and effect on the date hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be Executed as of the date first written above. US ENERGY BIOGAS CORP: By: ____________________________________ Name: Title: MAJOR SHAREHOLDER AGENT: AJG FINANCIAL SERVICES, INC. By: ____________________________________ Name: Title: CINERGY ENERGY SOLUTIONS, INC.: By: ____________________________________ Name: Title: U.S. ENERGY SYSTEMS, INC.: By: ____________________________________ Name: Title: