Exhibit 99.1
AMENDMENT NO. 1
TO
INDEMNIFICATION
AGREEMENT
This Amendment No. 1 (the
“Amendment”) dated as of October
, 2006, by and between Kestrel Heat
LLC, a Delaware limited liability company (the
“Company”) and
(“Indemnitee”) amends the Indemnification Agreement
dated as of July 20, 2006 (the “Indemnification
Agreement”) between the Company and the Indemnitee.
Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Indemnification
Agreement.
WITNESSETH
:
WHEREAS, in order to continue to
attract and retain highly qualified persons to serve as officers
and directors of the Company, the Company proposes to expand the
indemnification rights provided for under the Indemnification
Agreement to include indemnification for judgments, penalties,
fines and amounts paid in settlement in connection with Proceedings
brought by or in the right of the Company or the Partnership, as
permitted under the Delaware Limited Liability Company
Act.
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Compa
