and [ ], as Purchase Contract Agent FORM OF PLEDGE AGREEMENT Dated as of _________, 2001 TABLE OF CONTENTSPledge Agreement • December 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
RECITALSSubscription Agreement • May 14th, 2001 • Cinergy Corp • Electric & other services combined • Delaware
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 1998 • Cinergy Corp • Electric & other services combined • Ohio
AGREEMENT OF LIMITED PARTNERSHIP OF CST GREEN POWER, L.P. The undersigned General Partner and Initial Limited Partner hereby form a limited partnership pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act, 6 Del....Agreement • April 30th, 2002 • Cinergy Corp • Electric & other services combined
EXHIBIT 99.4 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This Amended and Restated Stockholders Agreement, dated as of March 19, 2004 (as it may be amended, restated or modified and in effect from time to time, this "Agreement"), is made by and among...Stockholders Agreement • April 1st, 2004 • Cinergy Corp • Electric & other services combined • Illinois
LIMITED LIABILITY COMPANY AGREEMENT OF Cinergy Mexico Limited, LLCLimited Liability Company Agreement • April 29th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
Exhibit A OPERATING AGREEMENT OF POWERTREE CARBON COMPANY, LLC THIS OPERATING AGREEMENT OF POWERTREE CARBON COMPANY, LLC (this "Agreement"), dated as of June 2, 2003, is made and entered into by the undersigned organizing members to form, and be...Operating Agreement • June 17th, 2003 • Cinergy Corp • Electric & other services combined • Delaware
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of March, 1999, by and among Cinergy Corp., a Delaware corporation ("Cinergy"), Cinergy Services, Inc., a...Employment Agreement • May 13th, 1999 • Cinergy Corp • Electric & other services combined • Ohio
GUARANTEE AGREEMENTGuarantee Agreement • December 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
EXHIBIT 1.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of April 16, 1999 (this "Agreement"), among CINERGY CORP., a Delaware corporation (the "Company") and SALOMON SMITH BARNEY INC., BARCLAYS CAPITAL INC., CHASE SECURITIES...Registration Rights Agreement • July 12th, 1999 • Cinergy Corp • Electric & other services combined • New York
CINERGY CORP. as Issuer TO FIFTH THIRD BANK Trustee IndentureIndenture • May 13th, 1999 • Cinergy Corp • Electric & other services combined • New York
and THE BANK OF NEW YORK, as Purchase Contract AgentPledge Agreement • December 19th, 2001 • Cinergy Corp • Electric & other services combined • New York
CINERGY CORP.Cinergy Corp • July 26th, 2001 • Electric & other services combined • New York
DEBENTURES DUE 20__ UNDERWRITING AGREEMENT DATED: SEPTEMBER ___, 2001Underwriting Agreement • September 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 23rd, 2002 • Cinergy Corp • Electric & other services combined • Delaware
AND THE FIFTH THIRD BANK, TrusteeCinergy Corp • March 27th, 1998 • Electric & other services combined
CINERGY CORP. ANDCinergy Corp • December 19th, 2001 • Electric & other services combined • New York
LIMITED LIABILITY COMPANY AGREEMENT OF LH1, LLCLimited Liability Company Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined • Delaware
CONFORMED COPY -------------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT This FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of March, 1999, by and among Cinergy Corp., a Delaware corporation ("Cinergy"), Cinergy Services, Inc., a...Employment Agreement • May 13th, 1999 • Cinergy Corp • Electric & other services combined • Ohio
OFLimited Partnership Agreement • April 29th, 2005 • Cinergy Corp • Electric & other services combined
EXHIBIT 4 CINERGY CORP. AND FIFTH THIRD BANK, TRUSTEE INDENTURE DATED AS OF SEPTEMBER ____, 2001Cinergy Corp • September 6th, 2001 • Electric & other services combined • New York
Doc. #78277 - Template 73834 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of the 15th day of May, 2001 (the "Effective Date"), by and between Cinergy and J. Joseph Hale, Jr. (the "Executive"). The...Employment Agreement • August 13th, 2001 • Cinergy Corp • Electric & other services combined • Ohio
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined • Delaware
WITNESSETHService Agreement • May 13th, 2004 • Cinergy Corp • Electric & other services combined
BY-LAWSCinergy Corp • October 19th, 2000 • Electric & other services combined
EXHIBIT 4.3 EXECUTION COPY CINERGY CORP. and THE BANK OF NEW YORK, as Purchase Contract Agent PURCHASE CONTRACT AGREEMENT Dated as of December 18, 2001 TABLE OF CONTENTSPurchase Contract Agreement • December 19th, 2001 • Cinergy Corp • Electric & other services combined • New York
OFCinergy Corp • May 1st, 2003 • Electric & other services combined
EXHIBIT 4.5 DECLARATION OF TRUST, dated as of November 27, 2001 between Cinergy Corp., a Delaware corporation, as Sponsor (the "SPONSOR"), and The Bank of New York, as trustee (the "PROPERTY TRUSTEE"), The Bank of New York (Delaware), as trustee (the...Declaration of Trust • November 28th, 2001 • Cinergy Corp • Electric & other services combined
RECITALSAmended And • April 30th, 1999 • Cinergy Corp • Electric & other services combined • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into as of the 15th day of May, 2001(the "Effective Date"), by and between Cinergy and Bernard F. Roberts (the "Executive"). The capitalized words and terms used...Employment Agreement • August 13th, 2001 • Cinergy Corp • Electric & other services combined • Ohio
TRIGEN-CINERGY SOLUTIONS OF LANSING LLC LIMITED LIABILITY COMPANY AGREEMENT ____________________________________________________________ DATED AS OF NOVEMBER 3, 1999 TABLE OF CONTENTS ARTICLE I...Limited Liability • April 29th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
WITNESSETHRights Agreement • April 1st, 2004 • Cinergy Corp • Electric & other services combined • Illinois
AND THE FIFTH THIRD BANK, TrusteeCinergy Corp • November 12th, 1998 • Electric & other services combined
LIMITED LIABILITY COMPANY AGREEMENT OF Cinergy Solutions O&M, LLCLimited Liability Company Agreement • April 29th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of August 30, 2004, Cinergy Solutions O&M, LLC, a Delaware limited liability company (the “Company”), is entered into by Cinergy Solutions, Inc. a Delaware corporation, as the sole member of the Company (the “Member”) to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6 §§18-101, et seq. (the “Act”).
