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,
XXXXXX XXXXXXXXX CORPORATION ("TLC"; Trigen and TLC, collectively, the "Trigen
Entities"), and TRUST COMPANY OF THE WEST, not in its individual capacity but
only as trustee of the trust established pursuant to an Individual Trust
Agreement dated as of January 1, 1987, as amended (the "Trust Agreement"),
between The Boilermaker-Blacksmith National Pension Trust and itself ("TCW").
WHEREAS, TLC entered into a Securities Purchase Agreement with TCW
dated as of November 18, 1993 (the "Securities Agreement") pursuant to which
TCW purchased notes of TLC due 2008 in the aggregate principal amount of
$12,000,000 (the "Notes");
WHEREAS, Trigen intends to deliver to TCW on behalf of TLC 200,000
shares of its common stock, par value $.01 per share ("Trigen Shares"),
together with $4,500,977.41 in cash, as payment in full of the remaining
outstanding indebtedness of TLC on the Notes as described in TLC's notice of
prepayment dated September 23, 1996; and
WHEREAS, TCW is willing to permit such unscheduled prepayment in full
of the Notes on the terms and conditions set forth herein.
NOW, THEREFORE, Trigen, TLC and TCW agree as follows:
1. CERTAIN DEFINITIONS. Capitalized terms used herein without
definition have the meanings given them in the Securities Agreement.
"Person" means any individual, partnership, joint venture,
corporation, association, trust, government (or any department, division or
agency thereof) or any other entity.
"Registration Expenses" means all fees and expenses other than
commissions or brokerage fees in connection with or compliance with this
Agreement, including without limitation, transfer taxes and the reasonable fees
and expenses of legal counsel to TCW, and all expenses incurred by Trigen in
preparing and filing a Registration Statement with respect to the Trigen
Shares, including but not limited to all registration and filing fees, the fees
and expenses of the counsel and accountants for Trigen (including the expenses
of any "cold comfort" letters and special audits required by or incident to the
performance of such persons), all other costs and expenses of Trigen incident
to the preparation, printing and filing of a Registration Statement (and all
amendments and supplements thereto) and furnishing copies thereof and of the
prospectus included therein, the costs and expenses incurred by Trigen in
connection with the qualification of the Trigen Shares under the state
securities or blue sky laws of various jurisdictions, the costs and expenses of
listing the Trigen Shares for trading on the New York Stock Exchange, and
management resources and time.
2. CLOSING OF TRANSACTION. Subject to the terms and conditions hereof,
Trigen will deliver to TCW, and TCW agrees to accept, the Trigen Shares,
together with $4,500,977.41 in cash (the "Payoff Amount"), as payment in full
of the remaining outstanding indebtedness of TLC on the Notes as described in
its notice of prepayment dated September 23, 1996. The closing hereunder (the
"Closing") shall take place on September 30, 1996 (the "Closing Date"), at such
time and place as the parties mutually agree. On the Closing Date, Trigen shall
make a voluntary prepayment on behalf of TLC in accordance with Section
2.5C(i)(b) of the Securities Agreement, including a yield maintenance premium
calculated as of September 30, 1996. On the Closing Date, subject to the terms
and conditions hereof, Trigen will tender the Trigen Shares and transfer cash
in an amount equal to the Payoff Amount in immediately available funds to the
account designated by TCW in Section 2.5D of the Securities Agreement, against
delivery by TCW of the cancelled Notes and the stock certificate of TLC held as
collateral by TCW. On the Closing Date, upon payment of the Payoff Amount to
TCW and delivery of the Trigen Shares to TCW, all liens of TCW under the
Securities Agreement shall be hereby terminated. TCW will take all actions
reasonably requested by Trigen to effect the release of Collateral. It is a
condition to the obligations of TCW under this Agreement, that on the Closing
Date Trigen shall cause to be delivered to TCW one or more legal opinions from
counsel to Trigen acceptable to TCW covering the matters set forth in Annex A
hereto. Each party is relying on the representations, warranties and covenants
of the other party in consummating the transactions contemplated hereby.
3. AGREEMENTS.
3.1 TCW Registration Rights. Trigen will prepare and file on or after
the Closing Date, but in any event by October 31, 1996 ("Filing Date"), a
registration statement (the "Registration Statement"), including a prospectus
(the "Prospectus"), on Form S-3 or another appropriate form under the
Securities Act of 1933, as amended ("Securities Act"), which shall be available
for the sale of the Trigen Shares in accordance with the intended method or
methods of distribution (a "TCW Registration"). TCW shall be entitled to one
TCW Registration that has been declared effective and maintained continuously
effective until all Trigen Shares have been sold, but in no event shall Trigen
be obligated to keep the Registration Statement effective for more than 365
days. Trigen shall bear all Registration Expenses relating to a TCW
Registration.
3.2 Additional Payments. The Trigen Entities agree that, in exchange
for entering into this Agreement and consummating the transactions contemplated
hereby, TCW will be entitled to additional payments for each day after the
Filing Date that TCW holds the Trigen Shares. Accordingly, the Trigen Entities
agree to pay to TCW, in addition to amounts otherwise due under this Agreement,
an additional amount of cash equal to $0.0072774 per Trigen Share for each day
each such Trigen Share is held by TCW after the Filing Date. The Trigen
Entities shall pay any such amounts on each March 31, June 30, September 30 and
December 31 and each date on which TCW sells Trigen Shares. References to TCW
in this Agreement include its successors and permitted assigns.
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3.3 Transfers of Trigen Shares by TCW: Price Protection.
(a) Promptly upon effectiveness of the Registration
Statement, TCW shall use reasonable efforts, consistent with its
fiduciary duties and prudent business judgment, promptly to consummate
one or more sales pursuant to the Registration Statement for the
acquisition by one or more Persons of the Trigen Shares. Upon the
consummation of a public sale such shares shall be free and clear of
the restrictions of this Agreement and the new holder of such shares
shall have no obligations, and be prohibited from claiming any
benefits, arising hereunder from the holding of such shares.
(b) If any of the Trigen Shares are sold pursuant to a TCW
Registration for a net per share price, after deducting commissions or
brokerage fees or other expenses, if any, payable by TCW, less than
$21.25 (as such price per share shall be adjusted to reflect stock
splits, combinations, dividends, mergers or reorganizations or other
like events), the Trigen Entities shall pay TCW, its successors or
permitted assigns within 10 days after the sale of such Trigen Shares
an amount equal to such difference. The obligations of the Trigen
Entities under this Section 3.3(b) shall expire on the 366th day that
the Registration Statement has been effective.
3.4 Registration Procedures. Trigen will, as expeditiously as
practicable:
(a) prepare and file a Registration Statement as soon as
practicable after the Closing Date, but in any event prior to the
Filing Date and use its best efforts to cause such Registration
Statement to become effective and prepare and file such amendments and
post effective amendments as may be necessary to keep each
Registration Statement effective for such period as required for all
Trigen Shares to be sold and prior to filing any thereof provide TCW
and its counsel with an opportunity to review all documents to be
filed, which review will be effected as promptly as practicable;
(b) notify TCW and its counsel promptly when the Registration
Statement or any post-effective amendment has become effective, when a
Prospectus or supplement or amendment has been filed, of the issuance
of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose, of
receipt of notice of suspension of qualification in any jurisdiction
and of the happening of any event which makes any statement made in
the Registration Statement untrue or which requires the
making of any changes in the Registration Statement in order to make
the statements therein not misleading;
(c) deliver to TCW and its counsel one signed copy of the
Registration Statement and each amendment thereto and as many copies
of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as may be reasonably requested and
consent to their use in connection with the offering and sale of the
Trigen Shares;
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(d) prior to the public offering of Trigen Shares, use its
best efforts to register or qualify, or cooperate with TCW and its
counsel in connection with the registration or qualification of, such
Trigen Shares for offer and sale under the securities or blue sky laws
of such jurisdictions as appropriate, and maintain the effectiveness
of such registration or qualification for such period as required for
all Trigen Shares to be sold, and do any and all other acts or things
reasonably necessary to enable the disposition in such jurisdictions
of the Trigen Shares; provided that Trigen will not be required to
qualify generally to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to
general service of process in any such jurisdiction where it is not
then so subject;
(e) use its best efforts to cause the Trigen Shares to be
registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and
operations of Trigen to enable the buyers thereof to consummate the
disposition of such Trigen Shares,
(f) cause all Trigen Shares covered by any Registration
Statement to be listed on the New York Stock Exchange;
(g) to the extent reasonably required for the satisfaction of
any due diligence obligations, make available for inspection by TCW,
all financial and other records, pertinent corporate documents and
properties of Trigen; provided that any records, information or
documents that are designated by Trigen in writing as confidential
shall be kept confidential by TCW unless disclosure of such records,
information or documents is required by court or administrative order
or any regulatory body having jurisdiction or they become public
without violation by TCW of its obligation hereunder;
(h) comply with all applicable rules and regulations of the
Securities and Exchange Commission and make generally available to its
securityholders earning statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any
similar rule promulgated under the Securities Act) no later than 45
days after the end of any 12-month period (or 90 days after the end of
any 12-month period if such period is a fiscal year) commencing on the
first day of the first fiscal quarter of Trigen after the effective
date of a Registration Statement, which statements shall cover said
12-month periods; and
(i) upon the occurrence of any event that makes any statement
made in a Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in
such Registration Statement, Prospectus or documents so that, in the
case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state
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any material fact required to be stated therein or necessary to make
the statements therein, not misleading, and that in the case of the
Prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, as promptly
as practicable prepare a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or
any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Trigen Shares being sold
thereunder, such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
If notified of any suspension of effectiveness of the Registration
Statement or of the qualification of Trigen Shares for sale, TCW agrees that,
upon receipt of such notice, TCW will discontinue disposition pursuant to the
Registration Statement until receipt of copies of the supplemented or amended
Prospectus, or until advised in writing by Trigen that the use of the
Prospectus may be resumed.
3.5 Indemnification.
(a) Trigen agrees to indemnify, to the fullest extent
permitted by law, TCW, its Affiliates and each Person who controls
TCW, and the partners, advisors and employees of each thereof, against
all losses, claims, damages, liabilities and expenses, as incurred,
arising out of or based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, Prospectus,
preliminary Prospectus or any omission or alleged omission to state
therein a material fact necessary to make the statements therein (in
the case of a Prospectus or any preliminary Prospectus, in light of
the circumstances under which they were made) not misleading, except
insofar as the same are contained in any information with respect to
TCW furnished in writing to Trigen by TCW or its representative.
(b) In connection with the Registration Statement, TCW will
furnish to Trigen in writing such information with respect to TCW as
Trigen reasonably requests and agrees to indemnify, to the fullest
extent permitted by law, Trigen, its Affiliates, the directors,
officers and employees of Trigen signing the Registration Statement
and each Person who controls Trigen against any losses, claims,
damages, liabilities and expenses, as incurred, arising out of or
based upon any untrue statement of a material fact or any omission to
state a material fact required to be stated therein or necessary to
make the statements in the Registration Statement or Prospectus or
preliminary Prospectus (in the case of the Prospectus or any
preliminary Prospectus, in light of the circumstances under which they
were made) not misleading, but only to the extent that such untrue
statement or omission is contained in any information with respect to
TCW so furnished in writing by TCW specifically for inclusion therein.
In no event shall TCW's obligation hereunder be greater than the net
proceeds received by TCW upon the sale of Trigen Shares giving rise to
such obligation.
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(c) Any Person entitled to indemnification hereunder
will:
(i) give prompt written notice to the indemnifying
party after the receipt by the indemnified party of a written
notice of the commencement of any action, suit, proceeding or
investigation or threat thereof made in writing for which
such indemnified party will claim indemnification or
contribution pursuant to this Agreement; provided, that the
failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its
obligations under subsections (a) and (b) above, except to
the extent that the indemnifying party is actually prejudiced
by such failure to give notice, and
(ii) permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to
the indemnified party; provided, however, that an indemnified
party shall have the right to employ separate counsel and to
participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such indemnified
party or parties unless: (1) the indemnifying party agrees to
pay such fees and expenses; or (2) the indemnifying party
fails promptly to assume the defense of such proceeding or
fails to employ counsel reasonably satisfactory to such
indemnified party; or (3) the named parties to any such
proceeding (including any impleaded parties) include both
such indemnified party or parties and the indemnifying party
or an Affiliate of the indemnifying party and such
indemnified parties, and the indemnifying party shall have
been advised in writing by counsel that there may be one or
more material defenses available to such indemnified party or
parties that are different from or additional to those
available to the indemnifying party, in which case, if such
indemnified party or parties notifies the indemnifying party
in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party
shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the indemnifying
party, it being understood, however, that, unless there
exists a conflict among indemnified parties, the indemnifying
party shall not, in connection with any one such proceeding
be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel)
at any time for such indemnified party or parties, or for
fees and expenses that are not reasonable. The indemnifying
party will not be subject to any liability for any settlement
made without its consent (but such consent will not be
unreasonably withheld).
(d) If for any reason the indemnification provided in the
preceding subsections is unavailable to an indemnified party as
contemplated or is insufficient to hold such indemnified party
harmless as contemplated herein, then the indemnifying party in lieu
of indemnification shall contribute to the amount paid or payable by
the indemnified party as a result of such loss, claim, damage,
liability or expense in such proportion as is appropriate to reflect
the relative fault of the indemnified party and the indemnifying
party, as well as any other relevant equitable considerations. The
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parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 3.5(d) were determined by pro
rata allocation or by any other method of allocation that does not
take account of the equitable considerations referred to in the
immediately preceding sentence. Notwithstanding the provisions of this
Section 3.5(d), TCW shall not be required to contribute any amount in
excess of the amount by which the total price at which the Trigen
Shares sold by TCW and distributed to the public were offered to the
public exceeds the amount of any damages that such indemnifying party
has otherwise been required to pay by reasons of such untrue or
alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.
(e) The obligations of the parties under this Section 3.5
shall be in addition to any liability each indemnifying Person may
otherwise have.
4. REPRESENTATIONS AND WARRANTIES
4.1 Ownership of Trigen Shares. Each Trigen Entity hereby represents
that the Trigen Shares to be transferred to TCW hereunder at the Closing Date
are duly authorized to be issued and, upon issuance in accordance with Section
2, will be validly issued, fully paid and non-assessable and shall be owned by
TCW free and clear of any lien, claim, option, security interest or other
encumbrance created by, or arising as a result of actions or omissions by,
Trigen or any of its Affiliates.
4.2 Authority of Trigen Entities. Each Trigen Entity hereby
represents that: (i) it has full power and authority to execute this Agreement
and to consummate the transactions contemplated hereby; (ii) the execution and
delivery of this Agreement by such Trigen Entity, the performance and
compliance with all the terms and conditions hereof to be performed and
complied with by such Trigen Entity, and the consummation by such Trigen Entity
of the transactions contemplated hereby have been duly authorized by all
requisite corporate action on the part of such Trigen Entity; (iii) this
Agreement has been duly and validly executed and delivered by such Trigen
Entity and constitutes the valid and binding obligation of such Trigen Entity
enforceable in accordance with its terms, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws of general application
affecting enforcement of creditors' rights generally, and (b) general
principles of equity, regardless of whether asserted in a proceeding in equity
or at law; (iv) no consent, approval or authorization of, or designation,
declaration or filing with, any governmental authority (foreign or domestic) or
other third party on the part of such Trigen Entity is necessary for the
execution and delivery of this Agreement by such Trigen Entity and the delivery
of the Trigen Shares to be sold by it hereunder or for the performance by it of
any of the terms or conditions hereof; and (v) the offer, issuance and sale of
the Trigen Shares to TCW in accordance with the terms of this Agreement are not
required to be registered under the Securities Act or required to be registered
or qualified under any state securities or blue sky laws.
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4.3 No Conflict. Each Trigen Entity hereby represents that the
execution, delivery and performance by such Trigen Entity of this Agreement and
the consummation of the transactions contemplated hereby do not and will not
conflict with, violate or cause a breach of (i) the Certificate of
Incorporation or Bylaws of such Trigen Entity, (ii) any material contractual
obligation to which such Trigen Entity is a party or (iii) any applicable law,
or any regulation, judgment, order or decree binding on such Trigen Entity or
its properties.
4.4 Compliance With Obligations. Each Trigen Entity hereby
represents that it is in compliance in all material respects with all of its
obligations under any material contracts to which it is a party or by which it
is bound.
4.5 Full Disclosure. Each Trigen Entity hereby represents that this
Agreement does not contain any untrue statement by such Trigen Entity of a
material fact or omit to state a material fact necessary in order to make the
statements contained herein not misleading. Each Trigen Entity hereby
represents that there is no fact which materially adversely affects, or will
materially adversely affect, such Trigen Entity's business and operations,
which has not been set forth in this Agreement or in any regular filings with
the Securities and Exchange Commission or otherwise has been disclosed in
writing to TCW by such Trigen Entity.
4.6 Authority of TCW. TCW hereby represents that: (i) it has full
power and authority to execute this Agreement and to consummate the
transactions contemplated hereby; (ii) the execution and delivery of this
Agreement by TCW, the performance and compliance with all the terms and
conditions hereof to be performed and complied with by TCW, and the
consummation by TCW of the transactions contemplated hereby have
been duly authorized by all requisite corporate action on the part of TCW and
do not contravene the Trust Agreement; and (iii) this Agreement has been duly
and validly executed and delivered by TCW and constitutes the valid and binding
obligation of TCW enforceable in accordance with its terms, subject to (a)
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
of general application affecting enforcement of creditors' rights generally,
and (b) general principles of equity, regardless of whether asserted in a
proceeding in equity or at law.
4.7 Investment Representations. TCW hereby represents that: (i) it
acknowledges and understands that the Trigen Shares have not been registered
under the Securities Act or under any state securities laws in reliance upon
exemptions provided thereunder and the representations and warranties contained
herein are being relied upon by Trigen as a basis for the exemption of the
offer and sale of the Trigen Shares pursuant to this Agreement under the
registration requirements of the Securities Act and any applicable state
securities laws; (ii) it acknowledges that it is acquiring the Trigen Shares
for its account solely in its capacity as trustee under the Trust Agreement;
(iii) it understands and agrees that the Trigen Shares must be held
indefinitely unless they are subsequently registered under the Securities Act
and any applicable state securities laws or regulations or an exemption from
registration under the Securities Act and such other laws is available; (iv) it
is an "accredited investor" as defined in Regulation D promulgated under the
Securities Act; (v) it has been furnished and reviewed all materials it has
requested about Trigen and the Trigen Shares and has had an opportunity to ask
questions of and receive answers from the officers of Trigen about the offering
and the
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Trigen Shares and the business and financial condition of Trigen; and
(vi) it acknowledges that in purchasing Trigen Shares being purchased by it
pursuant to this Agreement, it has relied to the extent it has determined to be
necessary on its own advisors as to financial, tax, legal and related matters
and not on advice with respect to such matters from Trigen or its tax, legal,
financial or other advisors.
4.8 No Broker. Each party represents and warrants to the other that it
has not dealt with any broker, finder or financial advisor, other than any
financial advisor whose fees and expenses shall be paid by the party who
retained same, in connection with the Closing, and each party covenants that it
will indemnify and hold the other harmless in respect of any commission, fee,
judgment or expense of any nature and kind which it may become liable to pay by
reason of any claim by or on behalf of any broker, finder or financial advisor
based on any action taken or communication made by such party in connection
with the Closing or any litigation or similar proceeding arising from any such
claim.
5. MISCELLANEOUS
5.1 Expenses. The Trigen Entities shall bear all expenses and legal
fees of the Trigen Entities and TCW incurred in connection with the
transactions contemplated by this Agreement.
5.2 Further Assurances. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments, and
documents as the other party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
5.3 Representations and Warranties. All representations and warranties
made hereunder by any party shall be deemed to have been made again at and as
of the Closing Date and shall survive the execution and delivery of this
Agreement and the payment for and delivery of the Trigen Shares.
5.4 Late Payments. Any overdue payments under this Agreement shall
bear interest from the date on which payment was due until the date on which
payment is made at an annual rate of 12.5% per annum, based on a year comprised
of 365 days.
5.5 Entire Agreement; Amendments. This Agreement constitutes the
entire agreement with respect to the subject matter hereof and supersedes all
prior written and oral agreements with respect thereto, and may be waived,
changed, discharged or terminated only by an instrument in writing signed by
the party against whom enforcement of any waiver, change, discharge or
termination is sought.
5.6 Remedies. In the event of a breach by Trigen of any of its
obligations under this Agreement, TCW in addition to being entitled to exercise
all rights granted by law,
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including recovery of damages, will be entitled to specific performance of its
rights under this Agreement.
5.7 No Inconsistent Agreements. Trigen has not as of the date hereof
entered, nor shall Trigen, on or after the date of this Agreement, enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to TCW in this Agreement or otherwise conflicts with the
provisions hereof.
5.8 Adjustments Affecting Registrable Securities. Trigen shall not
directly or indirectly, take any action with respect to the Trigen Shares as a
class that would adversely affect the ability of TCW to include such Trigen
Shares in a registration undertaken pursuant to this Agreement.
5.9 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.
5.10 Interpretation. The descriptive headings of the several
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
5.11 Notices. Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted to be given shall be
in writing and may be personally served or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile, or
three Business Days after depositing it in the United States mail with postage
prepaid and properly addressed. For the purposes hereof, the notice address of
each party shall be as set forth below its name on the signature page, or such
other address as shall be designated by such party in a written notice
delivered to the other party.
5.12 Counterparts. This Agreement may be executed with
counterpart signature pages or in two or more counterparts, each of which shall
be deemed an original.
5.13 Assignment. This Agreement may not be assigned by Trigen and may
not be assigned by TCW or its successors or permitted assigns except that,
after September 30, 1997, so long as the Registration Statement is not
effective, TCW may assign this Agreement to any Person who purchases any Trigen
Shares from TCW or its successors or permitted assigns in a private transaction
not pursuant to a TCW Registration. All covenants and agreements in this
Agreement by or on behalf of either of the parties hereto shall bind and inure
to the benefit of their successors and permitted assigns.
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5.14 Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York, without giving
effect to the choice of law principles thereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
TRUST COMPANY OF THE WEST,
not in its individual
capacity but only as
trustee of the trust
established pursuant to an
Individual Trust Agreement
dated as of January 31,
1987, as amended, between
The Boilermaker-Blacksmith
National Pension Trust and
itself
By: /s/ Xxxxx X. Xxxx
_________________________________
Title: Vice President
Notice Address:
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 212/297-4066
Attn: Xxxxx X. Xxxx
TRIGEN ENERGY CORPORATION
By: /s/ S. T. Xxxx
__________________________________
Title: Treasurer
Notice Address:
0 Xxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Telecopier No.: 914/948-9157
Attn: Treasurer
XXXXXX XXXXXXXXX CORPORATION
By: /s/ S. T. Xxxx
__________________________________
Title: Treasurer
Notice Address:
c/o Trigen Energy Corporation
0 Xxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Telecopier No.: 914/948-9157
Attn: Treasurer
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