FORM OF FEDERAL AND STATE INCOME TAX ALLOCATION AGREEMENTTax Allocation Agreement • July 24th, 2002 • Pepco Holdings Inc • Electric & other services combined
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2002 • Pepco Holdings Inc • Electric & other services combined • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this 6th day of September, 2002, among Pepco Holdings, Inc., a Delaware corporation (the "Company"), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Banc One Capital Markets, Inc. ("Banc One"), Credit Suisse First Boston Corporation, Scotia Capital (USA) Inc., Wachovia Securities, Inc., Banc of America Securities LLC, Legg Mason Wood Walker, Incorporated, BNY Capital Markets, Inc., Mellon Financial Markets, LLC, SunTrust Capital Markets, Inc. and The Williams Capital Group, L.P. (collectively, the "Initial Purchasers"), for whom Merrill Lynch and Banc One are acting as representatives. This Agreement is made in connection with the Purchase Agreement, dated September 3, 2002, among the Company and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of $350,000,000 aggregate principal amount of
PEPCO HOLDINGS, INC. (a Delaware corporation) 2.70% Notes due October 1, 2015 PURCHASE AGREEMENTPurchase Agreement • September 30th, 2010 • Pepco Holdings Inc • Electric & other services combined • New York
SCHEDULES Schedule A - List of Underwriters Sch A-1 Schedule B - Issuer Free Writing Prospectuses Sch B-1 Schedule C - Term Sheet Sch C-1 Schedule D - List of Designated Subsidiaries Sch D-1 EXHIBITS Exhibit A - Form of Opinion of Kirk J. Emge, Esq. A-1 Exhibit A - Form of Opinion of Covington & Burling LLP B-1
FORM OF SERVICE AGREEMENT This Service Agreement is executed this _____ day of __________, 2002, by and between New RC Service Company, a Delaware corporation and a mutual service company formed under the terms of the Public Utility Holding Company...Form of Service Agreement • January 9th, 2002 • New Rc Inc • Electric & other services combined
PEPCO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance-Based/162(m))Restricted Stock Unit Agreement • May 3rd, 2013 • Pepco Holdings Inc • Electric & other services combined • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is effective this day of , 2013 (the “Date of Grant”), by and between Pepco Holdings, Inc. (the “Company”), and Joseph M. Rigby, an employee of the Company (the “Participant”).
PEPCO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time-Vested)Restricted Stock Unit Agreement • May 3rd, 2013 • Pepco Holdings Inc • Electric & other services combined • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is effective this day of , 2013 (the “Date of Grant”), by and between Pepco Holdings, Inc. (the “Company”), and Joseph M. Rigby, an employee of the Company (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2008 • Pepco Holdings Inc • Electric & other services combined • Maryland
This EMPLOYMENT AGREEMENT (the "Agreement") is made as of August 1, 2008 by and between PEPCO HOLDINGS, INC. (the "Company") and JOSEPH M. RIGBY (the "Executive").
FORM OF SENIOR NOTE]Pepco Holdings Inc • August 24th, 2007 • Electric & other services combined
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY THAT IS SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
FIVE-YEAR CREDIT AGREEMENTCredit Agreement • August 6th, 2004 • Pepco Holdings Inc • Electric & other services combined • New York
PEPCO HOLDINGS, INC., POTOMAC ELECTRIC POWER COMPANY, DELMARVA POWER & LIGHT COMPANY and ATLANTIC CITY ELECTRIC COMPANY, as Borrowers,
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • February 24th, 2012 • Pepco Holdings Inc • Electric & other services combined • New York
This Agreement, dated as of June . 2007, is by and between (the “Issuer”) and JPMorgan Chase Bank, National Association (“JPMorgan”). Issuer and JP Morgan are each sometimes referred to herein individually as a “party,” and collectively as “the parties.”
PEPCO HOLDINGS, INC. (a Delaware corporation) 13,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: September 9, 2004 Page Compliance with Registration Requirements 2 Incorporated Documents 3 Independent Accountants 3 Financial Statements 3 No...Purchase Agreement • September 13th, 2004 • Pepco Holdings Inc • Electric & other services combined • New York
To: Pepco Holdings, Inc. 701 Ninth Street, N.W. Washington, DC 20068 From: Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036-8293Pepco Holdings Inc • March 8th, 2012 • Electric & other services combined • New York
Guarantor's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty.
ContractEmployment Agreement • August 9th, 2002 • Pepco Holdings Inc • Electric & other services combined
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of August 1, 2002 between PEPCO HOLDINGS, INC. (the "Company") and EDDIE R. MAYBERRY (the "Executive"). RECITALS: The Board of Directors of the Company (the "Board of Directors") recognizes that outstanding management of the Company is essential to advancing the best interests of the Company, its shareholders and its subsidiaries. The Board of Directors believes that it is particularly important to have stable, excellent management at the present time. The Board of Directors believes that this objective may be achieved by giving key management employees assurances of financial security for a period of time, so that they will not be distracted by personal risks and will continue to devote their full time and best efforts to the performance of their duties. In order to achieve the foregoing objectives, the Human Resources Committee of the Board of Directors (the "Committee") has re
LIMITED LIABILITY COMPANY AGREEMENT OF PEPCO TECHNOLOGIES, LLC AS OF JANUARY 2, 2002Limited Liability Company Agreement • February 13th, 2003 • Pepco Holdings Inc • Electric & other services combined • Delaware
LIMITED LIABILITY COMPANY AGREEMENT FOR Pepco Technologies, LLC This Limited Liability Company Agreement (this "Agreement") of Pepco Technologies, LLC (the "Company") is made by Potomac Capital Investment Corporation (the "Member"), a Delaware corporation and the sole member of the Company. WHEREAS, the Member has formed the company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, et seq, as amended from time to time (the "Act"), and hereby agrees as follows: 1. Name. The name of the Company is Pepco Technologies, LLC. 2. Term. The term of the Company commenced on April 13, 1999 with the filing of a Certificate of Formation with the Secretary of State of the State of Delaware pursuant to the Act and shall continue until dissolution and termination of the Company in accordance with Section 21 hereof. 3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be
OPERATING AGREEMENT OF POWERTREE CARBON COMPANY, LLCOperating Agreement • June 18th, 2003 • Pepco Holdings Inc • Electric & other services combined • Delaware
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 hereby admitted as members of, a limited liability company to be named PowerTree Carbon Company, LLC, (the "Company") under and pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101 et seq., as amended from time to time (the "Act"). This Agreement shall be deemed effective as of immediately prior to the filing of a certificate of formation (the "Certificate of Formation") for the Company under the Act. This Agreement will be binding upon additional members of the Company upon their admission as members of the Company in the manner provided in this Agreement.
______________________________________________________________________________ PEPCO HOLDINGS, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: December 9, 2002...Pepco Holdings Inc • December 10th, 2002 • Electric & other services combined • New York
AMENDED SETTLEMENT AGREEMENT AND RELEASETransition Power Agreement • November 20th, 2003 • Pepco Holdings Inc • Electric & other services combined • Maryland
This Amended Settlement Agreement and Release ("Agreement") is dated as of October 24, 2003, between and among Potomac Electric Power Company ("Pepco"), Mirant Americas Energy Marketing, LP ("MAEM"), and Mirant Corporation ("Mirant") (collectively, MAEM and Mirant are referred to as the "Mirant Parties").
PEPCO HOLDINGS, INC. (a Delaware corporation) Floating Rate Notes due June 1, 2010 PURCHASE AGREEMENTPepco Holdings Inc • June 9th, 2005 • Electric & other services combined • New York
ContractPepco Holdings Inc • March 28th, 2003 • Electric & other services combined
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF PEPCO HOLDINGS, INC. THAT (A) THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1)(a) TO PEPCO HOLDINGS, INC. OR ANY OF ITS SUBSIDIARIES, (b) IN THE UNITED STATES TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION SATISFYING THE REQUIREMENTS OF RULE 144A, (c) OUTSIDE THE UNITED STATES IN A TRANSA
CREDIT AGREEMENT BY AND BETWEEN PEPCO HOLDINGS, INC. and JP MORGAN CHASE BANK, N.A. Dated as of October 27, 2010Credit Agreement • November 2nd, 2010 • Pepco Holdings Inc • Electric & other services combined • New York
This CREDIT AGREEMENT, dated as of October 27, 2010, is by and between Pepco Holdings, Inc. (the “Borrower”) and JP Morgan Chase Bank, N.A. (“Lender”).
AMENDMENT NO. 2Transition Power Agreement • October 27th, 2003 • Pepco Holdings Inc • Electric & other services combined • Maryland
THIS AMENDMENT NO. 2 TO TRANSITION POWER AGREEMENT (Maryland) (this "Amendment") is dated October 24, 2003, and effective as of October 1, 2003, and is by and between POTOMAC ELECTRIC POWER COMPANY, ("Pepco"), and MIRANT AMERICAS ENERGY MARKETING, LP, formerly Southern Company Energy Marketing, L.P. (the "Generator," collectively with Pepco, the "Parties").
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 31st, 2006 • Pepco Holdings Inc • Electric & other services combined • District of Columbia
This Settlement Agreement and Release (this "Agreement") is dated as of May 30, 2006, by and among (i) Potomac Electric Power Company ("Pepco"); Conectiv Energy Supply, Inc.; Pepco Energy Services, Inc.; Pepco Gas Services, Inc.; Pepco Holdings, Inc.; and Potomac Capital Investment Corporation (Pepco and the other entities identified in this clause (i) are referred to herein collectively as the "Pepco Settling Parties") and (ii) Mirant Corporation ("New Mirant"); Mirant Power Purchase, LLC, f/k/a Mirant Oregon, LLC ("MPP"); MC 2005, LLC, f/k/a Mirant Corporation ("Old Mirant"); Mirant Mid-Atlantic, LLC; Mirant Potomac River, LLC; Mirant Chalk Point, LLC; Mirant Piney Point, LLC; Mirant MD Ash Management, LLC; Mirant Energy Trading, LLC; Mirant Services, LLC; and the MC Plan Trust (as defined in Schedule 1) (New Mirant and the other entities identified in this clause (ii) are referred to herein collectively as the "Mirant Settling Parties").
500,000,000 TERM LOAN AGREEMENT BY AND AMONG PEPCO HOLDINGS, INC., AS BORROWER, THE BANK OF NOVA SCOTIA, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO Dated as of January 13, 2016Term Loan Agreement • January 14th, 2016 • Pepco Holdings Inc • Electric & other services combined • New York
any of the property, books or records of Borrower or (vi) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loan Documents.
CONECTIV MID MERIT, LLC LIMITED LIABILITY COMPANY AGREEMENT dated as of May 7, 2003Liability Company Agreement • April 30th, 2004 • Pepco Holdings Inc • Electric & other services combined • Delaware
ContractPepco Holdings Inc • September 30th, 2010 • Electric & other services combined
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY THAT IS SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
PEPCO HOLDINGS, INC. LONG-TERM INCENTIVE PLAN ELIGIBLE EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 9th, 2004 • Pepco Holdings Inc • Electric & other services combined
SHORT TERM LOAN AGREEMENT BETWEEN PEPCO HOLDINGS, INC., as Borrower and THE BANK OF NOVA SCOTIA, as Lender Dated as of August 10, 2006 PageShort Term Loan Agreement • August 10th, 2006 • Pepco Holdings Inc • Electric & other services combined • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2003 • Pepco Holdings Inc • Electric & other services combined
This EMPLOYMENT AGREEMENT (the" Agreement") is made as of August 1, 2002 between PEPCO HOLDINGS, INC. (the "Company") and JAMES P. LAVIN (the "Executive"). WHEREAS, the Company desires to retain the employment of the Executive as a key member of the Company's management team, and the Executive desires to serve the Company in such capacity; and WHEREAS, the parties hereto desire to set forth their agreement with respect to the terms and provisions of the Executive's employment with the Company. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Term of this Agreement. The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the Company, in accordance with the terms an
Operating Agreement of AMP Funding, LLC (a Delaware limited liability company) As amended July 8, 2004 ========================================================================== EXECUTION COPY _________________________________ OPERATING AGREEMENT OF...Assignment and Assumption Agreement • May 2nd, 2005 • Pepco Holdings Inc • Electric & other services combined • Delaware
AGREEMENT AND PLAN OF MERGER PEPCO ENERGY COMPANY ("PEC") and PEPCO ENTERPRISES, INC. ("PEI") I. EXPLANATORY STATEMENTAgreement and Plan of Merger • April 30th, 2004 • Pepco Holdings Inc • Electric & other services combined
Pepco Building Services, Inc. ("PBS") is the sole stockholder of PEI, and PEI is the sole stockholder of PEC. As PEI and PEC are engaged in complementary lines of business, PBS, PEC and PEI have determined that it would be in the best interests of PEC and PEI to merge.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMONG PEPCO HOLDINGS, INC., POTOMAC ELECTRIC POWER COMPANY, DELMARVA POWER & LIGHT COMPANY and ATLANTIC CITY ELECTRIC COMPANY, as Borrowers, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, Issuer and...Credit Agreement • August 3rd, 2011 • Pepco Holdings Inc • Electric & other services combined • New York
For the purposes of this Schedule, the following terms have the following meanings, subject to the other provisions of this Schedule:
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2010 • Pepco Holdings Inc • Electric & other services combined • District of Columbia
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of February 3, 2010 between Pepco Holdings, Inc. (“PHI”; the “Company”) and Gary J. Morsches (the “Executive”).
PEPCO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance- Based/Non-162(m))Restricted Stock Unit Agreement • May 18th, 2012 • Pepco Holdings Inc • Electric & other services combined • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is effective this __ day of ___________, 20__ (the “Date of Grant”), by and between Pepco Holdings, Inc. (the “Company”), and ___________________, an employee of the Company (the “Participant”).
CREDIT AGREEMENT among PEPCO HOLDINGS, INC., BANK ONE, NA, as Administrative Agent, and MERRILL LYNCH & CO., as Syndication Agent BANC ONE CAPITAL MARKETS, INC., MERRILL LYNCH & CO., Co-Lead Arrangers and Co-Book Runners Dated as of August 1, 2002Credit Agreement • August 2nd, 2002 • Pepco Holdings Inc • Electric & other services combined • New York
CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of August 1, 2002, is among Pepco Holdings, Inc. (the "Borrower"), various financial institutions (together with their respective successors and assigns, each a "Lender" and collectively the "Lenders") and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as administrative agent. The parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. As used in this Agreement: "ACE" means Atlantic City Electric Company. "Administrative Questionnaire" means an administrative questionnaire, substantially in the form supplied by the Agent, completed by a Lender and furnished to the Agent in connection with this Agreement. "Advance" means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amo
JOINT VENTURE AGREEMENTJoint Venture Agreement • February 13th, 2003 • Pepco Holdings Inc • Electric & other services combined
THIS AGREEMENT, dated as of September 1, 1984 between BT POTOMAC, INC., a Delaware corporation ("BT Potomac"), and POTOMAC CAPITAL INVESTMENT CORPORATION, a Delaware corporation ("Potomac Capital") (BT Potomac and Potomac Capital being hereinafter sometimes referred to, singly, as a "Venturer" and, collectively, as the "Venturers").
