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
AND THE FIFTH THIRD BANK, TrusteeFirst Supplemental Indenture • November 12th, 1998 • Cinergy Corp • Electric & other services combined
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
THE CINCINNATI GAS & ELECTRIC COMPANY and THE BANK OF NEW YORK, TrusteeSupplemental Indenture • May 15th, 2001 • Cinergy Corp • Electric & other services combined
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
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
Exhibit B-2 SERVICES AGREEMENT THIS SERVICES AGREEMENT, made and entered into as of _________, 1999 by and among The Cincinnati Gas & Electric Company, an Ohio corporation ("Operating Company" or "CG&E"), and the respective associate companies listed...Services Agreement • February 4th, 1999 • Cinergy Corp • Electric & other services combined • Ohio
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 23rd, 2002 • Cinergy Corp • Electric & other services combined • Delaware
GUARANTEE AGREEMENTGuarantee Agreement • December 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
LIMITED LIABILITY COMPANY AGREEMENT OF Cinergy Mexico Limited, LLCLimited Liability Company Agreement • April 29th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
OFLimited Partnership Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined
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
and THE BANK OF NEW YORK, as Purchase Contract AgentPledge Agreement • December 19th, 2001 • Cinergy Corp • 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
CINERGY CORP. ANDSecond Supplemental Indenture • December 19th, 2001 • Cinergy Corp • Electric & other services combined • New York
CINERGY CORP. ANDIndenture • July 26th, 2001 • Cinergy Corp • Electric & other services combined • New York
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
LIMITED LIABILITY COMPANY AGREEMENT OF CALEDONIA POWER I, L.L.C.Limited Liability Company Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined • Delaware
DEBENTURES DUE 20__ UNDERWRITING AGREEMENT DATED: SEPTEMBER ___, 2001Underwriting Agreement • September 6th, 2001 • Cinergy Corp • Electric & other services combined • New York
WITNESSETHInvestor Rights Agreement • April 1st, 2004 • Cinergy Corp • Electric & other services combined • Illinois
OFLimited Partnership Agreement • April 29th, 2005 • Cinergy Corp • 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
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined • Delaware
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....Limited Partnership Agreement • April 30th, 2002 • Cinergy Corp • Electric & other services combined
CINERGY CORP.Underwriting Agreement • July 26th, 2001 • Cinergy Corp • Electric & other services combined • New York
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
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
SECOND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CINCAP VII, LLCLimited Liability Company Agreement • October 19th, 2000 • Cinergy Corp • Electric & other services combined • Delaware
AMENDED AND RESTATED CERTIFICATE OF FORMATIONLimited Liability Company Agreement • May 1st, 2003 • Cinergy Corp • Electric & other services combined
This Amended and Restated Certificate of Formation of Chandler Wind Partners, LLC, a Delaware limited liability company, formed on March 19, 1998, was duly executed and is being filed in accordance with Section 18-208 of the Delaware Limited Liability Company Act.
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”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made and entered into as of the 1st day of October, 1997, by and among Cinergy Corp., a Delaware Corporation ("Cinergy"), Cinergy Services, Inc., a Delaware Corporation ("Cinergy Services"), The...Employment Agreement • March 27th, 1998 • Cinergy Corp • Electric & other services combined • Ohio
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (the "Second Amendment") dated effective January 29, 1997, is by and among Cinergy Corp., a Delaware corporation ("Cinergy"), Cinergy Services, Inc., a Delaware...Employment Agreement • March 8th, 1999 • Cinergy Corp • Electric & other services combined
CONFORMED COPY -------------- AGREEMENT AND PLAN OF MERGERMerger Agreement • May 10th, 2005 • Cinergy Corp • Electric & other services combined • Delaware
EMPLOYMENT AGREEMENT TERM SHEET JAMES E. ROGERSEmployment Agreement • May 10th, 2005 • Cinergy Corp • Electric & other services combined
