Potomac Electric Power Co Sample Contracts

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Trust Indenture Indenture Act Section Section --------------- ---------
Indenture • October 26th, 1998 • Potomac Electric Power Co • Electric services • New York
POTOMAC ELECTRIC POWER COMPANY First Mortgage Bonds UNDERWRITING AGREEMENT
Underwriting Agreement • August 13th, 1997 • Potomac Electric Power Co • Electric services • New York
ARTICLE I DEFINITIONS AND INTERPRETATIONS
Preferred Securities Guarantee Agreement • May 7th, 1998 • Potomac Electric Power Co • Electric services • New York
SOUTHERN ENERGY, INC.
Asset Purchase and Sale Agreement • June 13th, 2000 • Potomac Electric Power Co • Electric services • District of Columbia
POTOMAC ELECTRIC POWER COMPANY First Mortgage Bonds UNDERWRITING AGREEMENT
Underwriting Agreement • February 9th, 1999 • Potomac Electric Power Co • Electric services • New York
POTOMAC ELECTRIC POWER COMPANY $200,000,000 First Mortgage Bonds, 4.15% Series Due 2043 Underwriting Agreement
Underwriting Agreement • May 22nd, 2017 • Potomac Electric Power Co • Electric services • New York

Potomac Electric Power Company, a corporation organized under the laws of the District of Columbia and the Commonwealth of Virginia (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $200,000,000 principal amount of the Company’s First Mortgage Bonds, 4.15% Series due March 15, 2043 (the “Securities”). The Securities are to be issued under the Mortgage and Deed of Trust, dated as of July 1, 1936 (the “Mortgage”), as amended and supplemented by various instruments through the date hereof, including the Supplemental Indenture to the Mortgage, dated as of March 11, 2013, establishing the terms of the Securities, and the Supplemental Indenture to the Mortgage, dated as of May 15, 2017, relating to the issuance of the Securities (the “Supplement”), between the Company and The Bank of New York Mellon (successor in trust to The Riggs National Bank of Washington, D.C

PEPCO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Performance-Based/162(m))
Restricted Stock Unit Agreement • May 7th, 2014 • Potomac Electric Power Co • Electric services • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is effective this day of , 2014 (the “Date of Grant”), by and between Pepco Holdings, Inc. (the “Company”), and , an employee of the Company (the “Participant”).

PEPCO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT (Time-Vested)
Restricted Stock Unit Agreement • May 1st, 2015 • Potomac Electric Power Co • Electric services • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is effective this day of , 2015 (the “Date of Grant”), by and between Pepco Holdings, Inc. (the “Company”), and , an employee of the Company (the “Participant”).

AGREEMENT AND PLAN OF MERGER Among PEPCO HOLDINGS, INC., EXELON CORPORATION and PURPLE ACQUISITION CORP. Dated as of April 29, 2014
Merger Agreement • April 30th, 2014 • Potomac Electric Power Co • Electric services • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 29, 2014, among Pepco Holdings, Inc., a Delaware corporation (the “Company”), Exelon Corporation, a Pennsylvania corporation (“Parent”), and Purple Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

CREDIT AGREEMENT
Credit Agreement • August 2nd, 2002 • Potomac Electric Power Co • Electric services • New York

This CREDIT AGREEMENT, dated as of August 1, 2002, is among Pepco Holdings, Inc. ("PHI"), Potomac Electric Power Company ("PEPCO"), Delmarva Power & Light Company ("DPL"), Atlantic City Electric Company ("ACE" and, together with PHI, PEPCO and DPL, each a "Borrower" and collectively the "Borrowers"), 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.

Contract
Security Agreement • April 23rd, 2003 • Potomac Electric Power Co • Electric services

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

RECITALS:
Employment Agreement • October 30th, 1995 • Potomac Electric Power Co • Electric services • Maryland
SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • October 27th, 2003 • Potomac Electric Power Co • Electric services • Maryland

This Settlement Agreement and Release ("Agreement") is entered into this 24th day of October, 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"). WHEREAS, on December 19, 2000, MAEM, formerly known as Southern Company Energy Marketing L.P., and Pepco executed and delivered a Transition Power Agreement (Maryland), (as amended by Amendment No.1 to Transition Power Agreement, dated October, 2001, the "Maryland TPA"); and WHEREAS, on December 19, 2000, MAEM and Pepco executed and delivered a Transition Power Agreement (District of Columbia), (as amended by Amendment No.1 to Transition Power Agreement, dated October, 2001, the "District of Columbia TPA", and together with the Maryland TPA, the "TPAs"); and WHEREAS, on December 19, 2000, Mirant executed and delivered a Guarantee Agreement under whi

SUBSCRIPTION AGREEMENT FOR SERIES A NON-VOTING NON-CONVERTIBLE PREFERRED STOCK
Subscription Agreement • April 30th, 2014 • Potomac Electric Power Co • Electric services • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of April 29, 2014, and is made by and between Pepco Holdings, Inc., a Delaware corporation (the “Company”) and Exelon Corporation, a Pennsylvania corporation (“Purchaser” and collectively with the Company, the “Parties”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2000 • Potomac Electric Power Co • Electric services • Maryland
AMENDMENT NO. 2
Transition Power Agreement • October 27th, 2003 • Potomac Electric Power Co • Electric services • 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").

SEPARATION AGREEMENT
Separation Agreement • May 2nd, 2018 • Potomac Electric Power Co • Electric services • Illinois

THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of ________________, 20__ between Exelon Corporation (“Exelon”), _______________________ (“Subsidiary”, and, collectively with Exelon, the “Company”) and __________________ (the “Executive”).

Restricted Stock Agreement
Restricted Stock Agreement • November 9th, 2004 • Potomac Electric Power Co • Electric services

THIS AGREEMENT is made this ___ day of __________, _____ (hereinafter referred to as the "Date of Grant") by and between Pepco Holdings, Inc. (the "Company"), and _________________, an employee of the Company (the "Participant").

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Among PEPCO HOLDINGS, INC., EXELON CORPORATION and PURPLE ACQUISITION CORP. Dated as of July 18, 2014
Agreement and Plan of Merger • July 21st, 2014 • Potomac Electric Power Co • Electric services • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 18, 2014 (the “Execution Date”), among Pepco Holdings, Inc., a Delaware corporation (the “Company”), Exelon Corporation, a Pennsylvania corporation (“Parent”), and Purple Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of April 29, 2014 (the “Original Execution Date”), among the Company, Parent and Merger Sub.

Contract
Note Agreement • March 23rd, 2004 • Potomac Electric Power Co • Electric services

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.

COMMERCIAL PAPER ISSUING AND PAYING AGENT AGREEMENT
Issuing and Paying Agent Agreement • February 27th, 2015 • Potomac Electric Power Co • Electric services • New York

THIS AGREEMENT (this “Agreement”) dated as of August , 2014 (the “Effective Date”) is entered into by and between (the “Issuer”) with offices at and Bank of America, National Association (the “Bank”) with offices at 135 South LaSalle Street, IL4-135-05-07, Chicago, IL 60603.

POTOMAC ELECTRIC POWER COMPANY (a District of Columbia and Virginia corporation) PURCHASE AGREEMENT Dated: March 15, 2004 Page
Purchase Agreement • March 23rd, 2004 • Potomac Electric Power Co • Electric services • New York
CREDIT AGREEMENT Dated as of November 28, 2017 among EXGEN RENEWABLES IV, LLC, as Borrower, EXGEN RENEWABLES IV HOLDING, LLC, as Holding, THE LENDERS PARTY HERETO,
Credit Agreement • February 9th, 2018 • Potomac Electric Power Co • Electric services • New York

CREDIT AGREEMENT dated as of November 28, 2017, (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), a limited liability company organized under the laws of Delaware (the “Borrower”), EXGEN RENEWABLES IV HOLDING, LLC, a limited liability company organized under the laws of Delaware (“Holding”), the LENDERS party hereto from time to time, and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”) for the Lenders and WILMINGTON TRUST, NATIONAL ASSOCIATION, as depositary bank (in such capacity, together with any successor depositary bank appointed pursuant to the provisions of Article VIII, t

Pepco Holdings, Inc.
Non-Management Director Compensation Election Agreement • February 19th, 2016 • Potomac Electric Power Co • Electric services
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