DRAFT - 6/21/04 NATIONAL ENERGY & GAS TRANSMISSION, INC. SECURED TRANCHE A TERM NOTES DUE 2011Indenture • June 24th, 2004 • Pg&e National Energy Group Inc • Electric services • New York
INDENTUREIndenture • October 14th, 2004 • Pg&e National Energy Group Inc • Electric services • New York
among PG&E NATIONAL ENERGY GROUP, INC., as BorrowerCredit Agreement • August 21st, 2001 • Pg&e National Energy Group Inc • Electric services • New York
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2001 • Pg&e National Energy Group Inc • New York
Exhibit 99.1 EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • July 27th, 2001 • Pg&e National Energy Group Inc • Delaware
SECOND AMENDED AND RESTATED WHOLESALE STANDARD OFFER SERVICE AGREEMENTWholesale Standard Offer Service Agreement • July 27th, 2001 • Pg&e National Energy Group Inc • Rhode Island
EXHBIIT 99.3 EXECUTION COPY PRIORITY CREDIT AND REIMBURSEMENT AGREEMENT among LA PALOMA GENERATING COMPANY, LLC, LA PALOMA GENERATING TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as Trustee, CITIBANK, N.A., as the Priority...Priority Credit and Reimbursement Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 26th, 2002 • Pg&e National Energy Group Inc • Electric services • New York
FIRST AMENDMENT (this “First Amendment”), dated as of August 22, 2002, to the Amended and Restated Credit Agreement, dated as of August 22, 2001 (the “Credit Agreement”), among PG&E NATIONAL ENERGY GROUP, INC. (the “Borrower”), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Issuing Bank (in such capacity, the “Issuing Bank”), the several lenders from time to time parties thereto (the “Lenders”), the Documentation Agents thereunder, the Syndication Agents thereunder, and JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).
SEPARATION AGREEMENTSeparation Agreement • March 5th, 2003 • Pg&e National Energy Group Inc • Electric services • Maryland
This Separation Agreement (this “Agreement”) is made and entered into by and between STEPHEN A. HERMAN and PG&E NATIONAL ENERGY GROUP COMPANY (the “Company”) (collectively the “Parties”) and sets forth the terms and conditions of Mr. Herman’s separation from employment with the Company. The “Effective Date” of this Agreement is defined in paragraph 17(a).
SETTLEMENT AGREEMENTSettlement Agreement • May 21st, 2003 • Pg&e National Energy Group Inc • Electric services • New York
Stone & Webster Michigan, Inc., a Michigan corporation (together with Stone & Webster, Inc., “Stone & Webster”, and together with Shaw, the “Covert Contractor");
FOURTH WAIVER AND AMENDMENTAmended and Restated Credit Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services
THIS FOURTH WAIVER AND AMENDMENT (this “Agreement”) dated as of December 23, 2002 is entered into among GenHoldings I, LLC (the “Borrower”), each of the undersigned Banks and Lender Group Agents (collectively with each CP Conduit and Related Bank, the “GenHoldings Lenders”), Citibank, N.A. as Security Agent, JP Morgan Chase Bank as LC Bank, each Hedge Bank (as defined in the Credit Agreement) and Societe Generale, as Administrative Agent (the “Administrative Agent”), and acknowledged and agreed by PG&E National Energy Group, Inc. (“NEG”), each Project Company and each Intermediate Holding Company (as such terms are defined in the Credit Agreement).
EXECUTION COPY SECOND OMNIBUS RESTRUCTURING AGREEMENT among LA PALOMA GENERATING COMPANY, LLC, LA PALOMA GENERATING TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as trustee, THE LENDERS, THE INVESTORS, THE INTEREST HEDGE...Restructuring Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
1,250,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among PG&E NATIONAL ENERGY GROUP, INC., as Borrower THE CHASE MANHATTAN BANK, as Issuing Bank The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC and WESTDEUTSCHE LANDESBANK...Credit Agreement • March 5th, 2002 • Pg&e National Energy Group Inc • Electric services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 22, 2001, among PG&E NATIONAL ENERGY GROUP, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), THE CHASE MANHATTAN BANK, as the letter of credit issuing bank (in such capacity, the “Issuing Bank”), BARCLAYS BANK PLC and WESTDEUTSCHE LANDESBANK GIROZENTALE, NEW YORK BRANCH, each as a documentation agent (in such capacity, collectively the “Documentation Agents”), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and THE ROYAL BANK OF SCOTLAND PLC, each as a syndication agent (in such capacity, collectively the “Syndication Agents”), and THE CHASE MANHATTAN BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).
PRIORITY CREDIT AND REIMBURSEMENT AGREEMENT among LAKE ROAD GENERATING COMPANY, L.P., LAKE ROAD TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as Trustee, CITIBANK, N.A., as the Priority L/C Issuer, THE SEVERAL PRIORITY LENDERS...Priority Credit and Reimbursement Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
PRIORITY CREDIT AND REIMBURSEMENT AGREEMENT, dated as of December 4, 2002 (this "Agreement"), among LAKE ROAD GENERATING COMPANY, L.P., a Delaware limited partnership, as borrower (the "Company"), LAKE ROAD TRUST LTD., a Delaware statutory trust as co-obligor with the Company (the "Owner") acting by and through the Wilmington Trust Company, not in its individual capacity, but solely as Trustee under the Trust Agreement, WILMINGTON TRUST COMPANY, in its individual capacity (in such capacity, the "Trust Company") and as trustee of the Owner (in such capacity, the "Trustee"), the several banks and other financial institutions from time to time parties to this Agreement as lenders of the Priority Loans referred to herein and participants in the Priority L/Cs referred to herein (in such capacity, the "Priority Lenders"), CITIBANK, N.A., a national banking association, as the issuer of the Priority L/Cs referred to herein (in such capacity, the "Priority L/C Issuer"), CITIBANK, N.A., a natio
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 28th, 2002 • Pg&e National Energy Group Inc • Electric services • New York
SECOND AMENDMENT (this “Second Amendment”), dated as of October 18, 2002, to the Amended and Restated Credit Agreement, dated as of August 22, 2001 (as heretofore amended, the “Credit Agreement”), among PG&E NATIONAL ENERGY GROUP, INC. (the “Borrower”), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Issuing Bank (in such capacity, the “Issuing Bank”), the several lenders from time to time parties thereto (the “Lenders”), the Documentation Agents thereunder, the Syndication Agents thereunder, and JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).
ContractSecond Omnibus Restructuring Agreement • January 16th, 2003 • Pg&e National Energy Group Inc • Electric services • New York
EXHIBIT 99.4 EXECUTION COPY SECOND OMNIBUS RESTRUCTURING AGREEMENT Among LAKE ROAD GENERATING COMPANY, L.P., LAKE ROAD TRUST LTD., WILMINGTON TRUST COMPANY, in its individual capacity and as trustee, THE LENDERS, THE INTEREST HEDGE PARTIES, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., as Security Agent, CITIBANK, N.A., as Working Capital L/C Issuer, SOCIETE GENERALE, as DSR/RCE L/C Issuer, THE PRIORITY LENDERS, CITIBANK, N.A., as Priority Agent, and PG&E NATIONAL ENERGY GROUP, INC. ____________________________ Dated as of December 4, 2002 ____________________________ TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Participation Agreement 6 Section 3. Tranche A Loan Agreement 12 Section 4. Tranche B Loan Agreement 13 Section 5. Company Credit and Reimbursement Agreement 14 Section 6. Security Deposit Agreement 16 Section 7. Collateral Agency and Inte
