Ch Energy Group Inc Sample Contracts

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Stock Purchase Agreement • February 15th, 2002 • Ch Energy Group Inc • Electric & other services combined • New York
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Participation Agreement • March 9th, 2001 • Ch Energy Group Inc • Electric & other services combined
Exhibit 10.1 [LOGO] JPMorgan CREDIT AGREEMENT
Credit Agreement • August 9th, 2004 • Ch Energy Group Inc • Electric & other services combined • New York
CREDIT AGREEMENT dated as of October 19, 2011 among CENTRAL HUDSON GAS & ELECTRIC CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent
Credit Agreement • October 24th, 2011 • Ch Energy Group Inc • Electric & other services combined • New York

CREDIT AGREEMENT (this “Agreement”) dated as of October 19, 2011 among CENTRAL HUDSON GAS & ELECTRIC CORPORATION , the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and HSBC BANK USA, NATIONAL ASSOCIATION, as Documentation Agent.

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Credit Agreement • March 9th, 2001 • Ch Energy Group Inc • Electric & other services combined • New York
AGREEMENT AND PLAN OF MERGER among FORTISUS INC., CASCADE ACQUISITION SUB INC., FORTIS INC. And CH ENERGY GROUP, INC. Dated as of February 20, 2012
Merger Agreement • February 21st, 2012 • Ch Energy Group Inc • Electric & other services combined • New York

AGREEMENT AND PLAN OF MERGER, dated as of February 20, 2012 (this “Agreement”), by and among FortisUS Inc., a Delaware corporation (“Parent”), Cascade Acquisition Sub Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), CH Energy Group, Inc., a New York corporation (the “Company”), and, solely for the purposes of Sections 5.3(b), 5.5(a) and 8.15, Fortis Inc., a corporation incorporated under the Corporations Act of Newfoundland and Labrador (“Ultimate Parent”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

EXHIBIT 10 (iii) 24 ASSIGNMENT AND ASSUMPTION EMPLOYMENT AGREEMENT WITH PAUL J. GANCI Reference is made to the employment agreement ("Agreement") between Paul J. Ganci and Central Hudson Gas & Electric Corporation ("Central Hudson"). Central Hudson...
Assignment and Assumption • March 1st, 2000 • Ch Energy Group Inc • Electric & other services combined

Reference is made to the employment agreement ("Agreement") between Paul J. Ganci and Central Hudson Gas & Electric Corporation ("Central Hudson"). Central Hudson ("hereinafter 'Assignor') hereby assigns its Agreement with Paul J. Ganci, pursuant to authorization of its Board of Directors by action taken on January 28, 2000, in the form attached hereto, to CH Energy Group, Inc. ("Assignee").

EXHIBIT (10)(iii)19 TRUST AGREEMENT by and between Central Gas & Electric Corporation
Trust Agreement • February 15th, 2002 • Ch Energy Group Inc • Electric & other services combined • Connecticut
RECITALS
Guaranty Agreement • January 24th, 2008 • Ch Energy Group Inc • Electric & other services combined • Maryland
ARTICLE I TERM OF AGREEMENT
Agreement for the Sale and Purchase of Coal • March 9th, 2001 • Ch Energy Group Inc • Electric & other services combined
FIRST AMENDMENT
Credit Agreement • March 1st, 2000 • Ch Energy Group Inc • Electric & other services combined • Illinois
EXHIBIT 10 (iii) 26 CH ENERGY GROUP, INC. DIRECTORS AND EXECUTIVES DEFERRED COMPENSATION PLAN TRUST AGREEMENT
Deferred Compensation Plan Trust Agreement • March 1st, 2000 • Ch Energy Group Inc • Electric & other services combined • California
EXECUTION VERSION
Confirmation • November 9th, 2011 • Ch Energy Group Inc • Electric & other services combined • New York

This Pricing Supplement is subject to the Confirmation dated as of August 16, 2011 (the “Confirmation”) between J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (the “Seller”), and CH Energy Group, Inc., a New York corporation (the “Purchaser”). Capitalized terms used herein have the meanings set forth in the Confirmation.

EMPLOYMENT AGREEMENT
Employment Agreement • February 10th, 2010 • Ch Energy Group Inc • Electric & other services combined • New York

AGREEMENT by and between CH Energy Group Inc. ("Energy Group"), a New York corporation, and James P. Laurito (the "Executive"), dated as of the 16th day of November, 2009.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 24th, 2012 • Ch Energy Group Inc • Electric & other services combined • New York

Annex I Schedule 7.1 Schedule 9.3 Schedule 9.6 Exhibit A-1 Exhibit A-2 Exhibit B-1 Exhibit B-2 Exhibit C Exhibit D Exhibit E - - - - - - - - - - - Lenders, Commitments and Notice Addresses Subsidiaries Permitted Liens Transactions with Affiliates Revolving Note Swing Line Note Notice of Borrowing, Continuation or Conversion Letter of Credit Request Compliance Certificate Closing Certificate Assignment Agreement

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 4th, 2009 • Ch Energy Group Inc • Electric & other services combined • New York

THIS AGREEMENT is made this ___ day of ____________, 2009 between CENTRAL HUDSON ENTERPRISES CORPORATION, a New York corporation (the “Company”), and ________________ (the “Officer”).

CH ENERGY GROUP, INC. LONG-TERM EQUITY INCENTIVE PLAN PERFORMANCE SHARES AGREEMENT
Performance Shares Agreement • February 11th, 2010 • Ch Energy Group Inc • Electric & other services combined • New York

CH Energy Group, Inc., a New York corporation (the "Company"), grants to the Grantee named below, in accordance with the terms of the CH Energy Group, Inc. Long-Term Equity Incentive Plan (the "LTI Plan") and this Performance Shares Agreement (the "Agreement"), the following number of Performance Shares, on the Date of Grant set forth below:

CH ENERGY GROUP, INC.
Assignment and Assumption of Employment Agreements • March 1st, 2000 • Ch Energy Group Inc • Electric & other services combined

Reference is made to the employment agreements ("Agreements") between the individuals listed on Annex A hereto and Central Hudson Gas & Electric Corporation ("Central Hudson"). Central Hudson ("hereinafter 'Assignor') hereby assigns such Agreements, pursuant to authorization of its Board of Directors by action taken on January 28, 2000, in the form attached hereto, to CH Energy Group, Inc. ("Assignee").

Exhibit 1 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 20th, 2006 • Ch Energy Group Inc • Electric & other services combined
CH ENERGY GROUP, INC. DIRECTORS AND EXECUTIVES DEFERRED COMPENSATION PLAN TRUST AGREEMENT As Amended and Restated Effective December 31, 2011
Deferred Compensation Plan Trust Agreement • February 16th, 2012 • Ch Energy Group Inc • Electric & other services combined • California

This Trust Agreement, initially made and entered into as of this 1st day of January, 2000, by and between CH ENERGY GROUP, INC. (hereinafter called the "Company") and FIRST AMERICAN TRUST (hereinafter called "Trustee") and amended and restated effective December 31, 2011, evidences the terms of a trust for the benefit of members of the Board of Directors of Company, certain employees, former employees and their designated beneficiaries (hereinafter collectively called "Trust Beneficiaries") who will be entitled to receive benefits under the CH Energy Group, Inc. Directors and Executives Deferred Compensation Plan ("Plan").

July 3, 2001 Power Marketing Central Hudson Gas & Electric Corporation 284 South Avenue Poughkeepsie, New York 12601 Mr. Andrew Grams Dynegy Marketing and Trade 1000 Louisiana, Suite 5800 Houston, Texas 77002 Dear Drew: As we discussed Central Hudson...
Contract for Differences • February 15th, 2002 • Ch Energy Group Inc • Electric & other services combined

This will allow both Central Hudson and Dynegy to explore the merits of a financial settlement for the TPA. Prices for this settlement will be based on those previously agreed to in The Transitional Power Agreement. If for any reason either party, Dynegy or Central Hudson, wishes to end this temporary agreement and return to a physical delivery such a change will be effective the first day of the next month. Notification of returning to a physical transaction would be made two working days prior to the start of the month.

RECITALS: ---------
Credit Agreement • April 29th, 2005 • Ch Energy Group Inc • Electric & other services combined • New York
GUARANTY AGREEMENT
Guaranty Agreement • April 20th, 2009 • Ch Energy Group Inc • Electric & other services combined • New York

This GUARANTY AGREEMENT dated as of April 17, 2009 (the or this “Guaranty”) is entered into by Central Hudson Enterprises Corporation, a New York corporation (the “Guarantor”).

AMENDMENT NO. 1 Dated as of September 25, 2012 to CREDIT AGREEMENT Dated as of October 19, 2011
Credit Agreement • November 9th, 2012 • Ch Energy Group Inc • Electric & other services combined • New York

THIS AMENDMENT NO. 1 (this "Amendment") is made as of September 25, 2012 by and among Central Hudson Gas & Electric Corporation, a New York corporation (the "Borrower"), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative Agent"), under that certain Credit Agreement dated as of October 19, 2011 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

FORM OF
Performance Shares Agreement • April 28th, 2006 • Ch Energy Group Inc • Electric & other services combined • New York
Fortis and Central Hudson File Settlement Agreement
Settlement Agreement • January 28th, 2013 • Ch Energy Group Inc • Electric & other services combined

(ALBANY, NY) Nearly $50 million to fund customer and community benefits, plus a one-year electric and natural gas customer delivery rate freeze, and customer protections, including the continuation of Central Hudson Gas & Electric Corporation ("Central Hudson") as a stand-alone utility company, are cornerstones of a settlement of all issues among the signatories (the "Settlement Agreement") filed with the New York State Public Service Commission (the "Commission") regarding the acquisition of Central Hudson, the utility subsidiary of CH Energy Group, Inc. ("CH Energy Group") (NYSE:CHG), by Fortis Inc. ("Fortis") (TSX:FTS). Other signatory parties to the Settlement Agreement are the Staff of the New York State Department of Public Service, Multiple Intervenors and the Utility Intervention Unit of the New York State Department of State. The Settlement Agreement indicates that the acquisition is in the public interest pursuant to New York State Public Service Law, Section 70, and therefor

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