v. : PECO ENERGY COMPANY, ADWIN : (SCHUYLKILL) COGENERATION, INC. and : THE PENNSYLVANIA PUBLIC UTILITY : C0MMISSION, : : Defendants : ------------------------------------------.:Exhibit • April 27th, 1999 • Trigen Energy Corp • Steam & air-conditioning supply • Pennsylvania
EXHIBIT 4.11 Amendment No. 2 dated as of November 6, 1997 to the Revolving Credit Facility dated as of April 4. 1997 Reference is made to that certain One Hundred and Sixty Million Dollars ($160,000,000) Revolving Credit Facility, dated as of April 4,...Revolving Credit Facility • March 31st, 1999 • Trigen Energy Corp • Steam & air-conditioning supply
EXHIBIT 99.3 AGREEMENT AND PLAN OF MERGER among ELYO S.A. T ACQUISITION CORP. and TRIGEN ENERGY CORPORATION Dated as of January 19, 2000 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 19, 2000,...Merger Agreement • January 24th, 2000 • Trigen Energy Corp • Steam & air-conditioning supply • Delaware
STOCK PURCHASE AGREEMENT between CANAL INDUSTRIES, INC. CHEMFIRST INC. as Sellers and TRIGEN ENERGY CORPORATION, as Buyer Dated as of December 9, 1997 TABLE OF CONTENTSStock Purchase Agreement • January 27th, 1998 • Trigen Energy Corp • Steam & air-conditioning supply • Delaware
Trigen Energy Corporation Incentive Stock Option Agreement This Agreement, made as of this 28th day of July, 1998 (the "Date of Grant") by and between Trigen Energy Corporation ("Trigen") and Martine S. Stone (the "Optionee"). WITNESSETH: WHEREAS, the...Incentive Stock Option Agreement • November 17th, 1998 • Trigen Energy Corp • Steam & air-conditioning supply
STOCK TRANSFER AND SHAREHOLDERS AGREEMENT THIS AGREEMENT dated as of September 30, 1996 (this "Agreement") is among TRIGEN ENERGY CORPORATION ("Trigen"), Trigen's wholly owned subsidiary, TRIGEN LINDBERGH CORPORATION ("TLC"; Trigen and TLC,...Stock Transfer and Shareholders Agreement • October 10th, 1996 • Trigen Energy Corp • Steam & air-conditioning supply • New York
EXHIBIT 99.2 TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT, dated as of January 19, 2000 (this "Agreement"), between Elyo S.A., a societe anonyme organized under the laws of France ("Parent"), T Acquisition Corp., a Delaware corporation and...Tender and Voting Agreement • January 24th, 2000 • Trigen Energy Corp • Steam & air-conditioning supply • Delaware
February 28, 2000 Dear Stockholder: On January 19, 2000, Trigen Energy Corporation (the "Company"), Elyo ("Parent"), a societe anonyme organized and existing under the laws of the Republic of France, and T Acquisition Corp. ("Purchaser"), a Delaware...Merger Agreement • February 28th, 2000 • Trigen Energy Corp • Steam & air-conditioning supply
On January 19, 2000, Trigen Energy Corporation (the "Company"), Elyo ("Parent"), a societe anonyme organized and existing under the laws of the Republic of France, and T Acquisition Corp. ("Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of Parent, entered into a merger agreement providing for the acquisition of any and all of the Common Stock, par value $0.01 per share, of the Company at $23.50 cash per share.
EXHIBIT 4.12 Amendment No. 3 dated as of September 22, 1998 to the Revolving Credit Facility dated as of April 4, 1997 Reference is made to that certain One Hundred and Sixty Million Dollars ($160,000,000) Revolving Credit Facility, dated as of April...Revolving Credit Facility • March 31st, 1999 • Trigen Energy Corp • Steam & air-conditioning supply
ELYO 235 AVENUE GEORGES CLEMENCEAU BP 4601 92746 NANTERRE CEDEXStock Purchase Agreement • January 24th, 2000 • Trigen Energy Corp • Steam & air-conditioning supply
We hereby agree to purchase (or cause an affiliate to purchase) from you, and you hereby agree to sell to us, 1,012,402 shares (the "Subject Shares") of common stock, par value $.01 per share (the "Shares"), of Trigen Energy Corporation (the "Company") at a purchase price of $23.50 per Share in cash. The purchase and sale shall be consummated on the 31st calendar day (the "Closing Date") following the filing of the Schedule TO (which will include a Schedule 13E-3, pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended), by Elyo S.A. and certain of its affiliates in connection with the offer by T Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Elyo S.A., to purchase any and all of the outstanding Shares (the "Offer" to be made pursuant to the terms of the Agreement and Plan of Merger, dated as of January 19, 2000 between Elyo S.A., T Acquisition Corp. and the Company). If Parent is legally barred from purchasing the Subject Sha
EXHIBIT 10.35 CONFIDENTIALITY, NON-COMPETE AND SEVERANCE AGREEMENT THIS AGREEMENT is made on May 21, 1999 between Martin S. Stone (the "Key Employee") and Trigen Energy Corporation (the "Company"). WHEREAS, the Company has retained the Key Employee to...Confidentiality, Non-Compete and Severance Agreement • August 13th, 1999 • Trigen Energy Corp • Steam & air-conditioning supply • New York
364-DAY REVOLVING CREDIT FACILITY364-Day Revolving Credit Facility • August 13th, 1997 • Trigen Energy Corp • Steam & air-conditioning supply • New York
EXHIBIT 4.13 UNSECURED SUBORDINATED REDEEMABLE TERM NOTE ------------------------------------------- THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF THE SENIOR DEBT (AS HEREINAFTER DEFINED) PURSUANT TO THE TERMS...Unsecured Subordinated Redeemable Term Note • March 31st, 1999 • Trigen Energy Corp • Steam & air-conditioning supply • New York
AMENDED AND RESTATED CREDIT AND ACCEPTANCE AGREEMENT, dated as of December 20, 1996,Credit and Acceptance Agreement • March 28th, 1997 • Trigen Energy Corp • Steam & air-conditioning supply
ARTICLE 1. CREDIT FACILITYRevolving Credit Facility • August 13th, 1997 • Trigen Energy Corp • Steam & air-conditioning supply • New York
EXHIBIT 4.10 Amendment No. 1 dated as of September 22, 1998 to the 364-Day Revolving Credit Facility dated as of June 10. 1997 Reference is made to that certain 364-Day Revolving Credit Facility, dated as of June 10, 1997, (as amended the "364-Day...364-Day Revolving Credit Facility • March 31st, 1999 • Trigen Energy Corp • Steam & air-conditioning supply
