Indemnification Agreement

EXHIBIT 10.70


INDEMNIFICATION AGREEMENT


This Indemnification Agreement is made and entered into on this 15/th/ day of January 1999 by Dynegy Inc. ("Indemnifying Party") in favor of AGL Resources Inc. ("AGLR"). AGLR's affiliate, Atlanta Gas Light Services, Inc., and the Indemnifying Party's affiliate, Dynegy Hub Services, Inc. (the "Affiliate"), are parties to that certain Limited Liability Company Agreement of SouthStar Energy Services LLC dated July 1, 1998 ("LLC Agreement") as members of SouthStar Energy Services LLC ("SouthStar"). Pursuant to that certain Guaranty Agreement (the "Guaranty"), effective November 1, 1998, between AGLR and Atlanta Gas Light Company, AGLR has agreed to guaranty SouthStar's obligations to Atlanta Gas Light Company. AGLR's agreement with SouthStar to provide the Guaranty to Atlanta Gas Light Company was subject to the condition that certain affiliates of each member of SouthStar would indemnify AGLR against any losses AGLR incurs as a result of AGLR providing financial support for SouthStar under the Guaranty in accordance with the applicable SouthStar member's Allocable Share of Net Profits and Losses, as set forth in the LLC Agreement. This Indemnification Agreement sets forth the terms and conditions of that indemnification.


In consideration of the benefit the Indemnifying Party derives from AGLR providing financial support to SouthStar pursuant to the Guaranty and the benefit to AGLR of the Indemnifying Party indemnifying AGLR, the parties agree as follows:


1. The Indemnifying Party shall indemnify, defend and hold AGLR harmless
against any losses, costs, fees, liabilities or other expenses AGLR incurs
as a result of AGLR's providing financial support for SouthStar under the
Guaranty ("Indemnified Expenses"). The Indemnifying Party shall be liable
for indemnifying AGLR hereunder for an amount equal to the product of the
Affiliate's Allocable Share (as set forth in the LLC Agreement or any
successor agreement) and the Indemnified Expenses. Notwithstan ...