LIMITED LIABILITY COMPANY AGREEMENT FOR TRANSLINK TRANSMISSION COMPANY, LLC Dated as of , 2002Limited Liability Company Agreement • July 24th, 2003 • Translink Management Development Corp • Delaware
This Limited Liability Company Agreement (this “Agreement”) of TRANSLink Transmission Company, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of this day of , 2002 by and among TRANSLink Management Corporation, a Delaware corporation (the “Corporate Manager”), Northern States Power Company, a Minnesota corporation, Northern States Power Company (Wisconsin), a Wisconsin corporation, Public Service Company of Colorado, a Colorado corporation, and Southwestern Public Service Company, a New Mexico corporation (collectively, “Xcel Energy”), MidAmerican Energy Company, an Iowa corporation (“MidAmerican”), Interstate Power and Light Company, an Iowa corporation and formerly known as IES Utilities Inc. and/or Interstate Power Company (“Alliant West”), Corn Belt Power Cooperative, an Iowa cooperative corporation (“Corn Belt Power”), and Omaha Public Power District, a political subdivision of the State of Nebraska (“Omaha Public Power,” and together with X
TRANSLINK MANAGEMENT CORPORATION (a Delaware Corporation) SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2003 • Translink Management Development Corp • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , 200 , by and between TRANSLink Management Corporation, a Delaware corporation (the “Corporation”), and , a (“Subscriber”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in that certain Schedule of Definitions for Corporate Agreements, attached hereto as Schedule A.
AMENDED AND RESTATED TRANSLINK ITC FORMATION AGREEMENTFormation Agreement • July 24th, 2003 • Translink Management Development Corp • Delaware
This Amended and Restated TRANSLink ITC Formation Agreement (this “Formation Agreement”) is made and entered into as of this 14th day of November, 2002 by and among Northern States Power Company, a Minnesota corporation, Northern States Power Company (Wisconsin), a Wisconsin corporation, Public Service Company of Colorado, a Colorado corporation, and Southwestern Public Service Company, a New Mexico corporation (collectively, “Xcel Energy”), MidAmerican Energy Company, an Iowa corporation (“MidAmerican”), Interstate Power and Light Company, an Iowa corporation and formerly known as IES Utilities Inc. and/or Interstate Power Company (“Alliant West”), Corn Belt Power Cooperative, an Iowa cooperative corporation (“Corn Belt Power Cooperative”), and Omaha Public Power District, a political subdivision of the State of Nebraska (“Omaha Public Power”). Alliant West, Xcel Energy and MidAmerican are, together, the “Private Power Participants.” Omaha Public Power, Corn Belt Power Cooperative and
DIRECTOR VOTING AGREEMENTDirector Voting Agreement • July 24th, 2003 • Translink Management Development Corp • Delaware
This Director Voting Agreement (this “Agreement”) is made and entered into as of , 200 by and between TRANSLink Management Company, a Delaware corporation (the “Company”), and (the “Holder”). Certain capitalized terms used herein are defined in Section 1, below.
ASSET CONTRIBUTION AGREEMENT by and between TRANSLink Transmisson Company, LLC and Dated: , 2002Asset Contribution Agreement • July 24th, 2003 • Translink Management Development Corp • Delaware
THIS ASSET CONTRIBUTION AGREEMENT (together with all Schedules and Exhibits attached hereto, the “Agreement”) is executed as of , 2002 (the “Closing Date”), by and between TRANSLink Transmission Company, LLC, a Delaware limited liability company (“TRANSLink”), and , a corporation (the “Contributor”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 24th, 2003 • Translink Management Development Corp • Delaware
This Stockholders’ Agreement (this “Agreement”) is made and entered into as of this day of , 2002, by and among TRANSLink Management Corporation, a Delaware corporation (the “Corporation”), and the Persons (as defined herein) set forth on Schedule A attached hereto (each such Person, a “Stockholder” and collectively, the “Stockholders”). The Corporation and each of the Stockholders are sometimes individually referred to herein as a “Party,” and collectively, the “Parties.”
