EXHIBIT (d)(4) VOTING AGREEMENT VOTING AGREEMENT, dated as of October 25, 2000 (the "Agreement"), among KC Holding Corporation, a Delaware corporation ("Parent"), KC Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent...Voting Agreement • November 7th, 2000 • Kc Holding Corp • Cogeneration services & small power producers • Delaware
GUARANTYGuaranty • November 7th, 2000 • Kc Holding Corp • Cogeneration services & small power producers • Delaware
Exhibit (a)(1)(xi) AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2000 (the "Amendment"), amends the AGREEMENT AND PLAN OF MERGER, dated as of October 25, 2000 (the...Agreement and Plan of Merger • December 20th, 2000 • Kc Holding Corp • Cogeneration services & small power producers • Delaware
Exhibit (d)(3) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of October 25, 2000, between KC Merger Corp., a Delaware corporation ("KC Merger") and Mark D. Lerdal ("Executive"). This Agreement shall...Employment Agreement • November 7th, 2000 • Kc Holding Corp • Cogeneration services & small power producers • California
EXHIBIT E --------- STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT, dated as of December 29, 2000 (this "Agreement"), is made by and between KENETECH Corporation, a Delaware corporation (the "Company"), KC Merger...Stock Purchase Agreement • January 2nd, 2001 • Kc Holding Corp • Cogeneration services & small power producers • Delaware
Exhibit (d)(7) STOCKHOLDERS AGREEMENT THIS AGREEMENT is made as of ____________ __, 2000, by and among KC Holding Corporation, a Delaware corporation (the "Company"), the Persons listed on Schedule A attached hereto (the "Investing Stockholders"), and...Stockholders Agreement • November 7th, 2000 • Kc Holding Corp • Cogeneration services & small power producers • Illinois
EXHIBIT (d)(5) SUBSCRIPTION AND CONTRIBUTION AGREEMENT THIS SUBSCRIPTION AND CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of October 24, 2000, by and among KC Holding Corporation, a Delaware corporation (the "Company"), ValueAct...Subscription and Contribution Agreement • November 7th, 2000 • Kc Holding Corp • Cogeneration services & small power producers • Delaware
EXHIBIT D --------- SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: (i) The undersigned and each other person executing this Agreement are...Joint Filing Agreement • November 1st, 2000 • Kc Holding Corp • Cogeneration services & small power producers
