Duquesne Light Holdings Inc Sample Contracts

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Stock Purchase Agreement • July 6th, 2006 • Duquesne Light Holdings Inc • Electric services • New York
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by and among
Purchase Agreement • November 14th, 2003 • Duquesne Light Holdings Inc • Electric services • Pennsylvania
DQE, INC. COMMON STOCK
Underwriting Agreement • June 24th, 2002 • Dqe Inc • Electric services • New York
Exhibit 2.1 ------------ AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 6th, 2006 • Duquesne Light Holdings Inc • Electric services • Pennsylvania
AGREEMENT
Agreement • November 9th, 2001 • Dqe Inc • Electric services • Pennsylvania
FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 26th, 1999 • Dqe Inc • Electric services • Delaware
SEVERANCE AGREEMENT BETWEEN DQE, INC. AND DAVID D. MARSHALL
Severance Agreement • May 15th, 1997 • Dqe Inc • Electric services • Pennsylvania
COMPOSITE NON-COMPETITION AND CONFIDENTIALITY AGREEMENT --------------------------------------------- (AS AMENDED)
Non-Competition and Confidentiality Agreement • March 29th, 2002 • Dqe Inc • Electric services • Pennsylvania
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LLC Purchase Agreement • November 15th, 2002 • Dqe Inc • Electric services • Pennsylvania
RETENTION AGREEMENT BETWEEN AQUASOURCE, INC. AND FRANK A. HOFFMANN
Retention Agreement • March 29th, 2002 • Dqe Inc • Electric services • Pennsylvania
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2005 Among DUQUESNE LIGHT COMPANY as Borrower and THE LENDERS NAMED HEREIN as Lenders and JPMORGAN CHASE BANK, N.A. as Administrative Agent and LC Issuer and THE OTHER LC ISSUERS FROM...
Credit Agreement • August 9th, 2005 • Duquesne Light Holdings Inc • Electric services • New York

This Third Amended and Restated Credit Agreement, dated as of July 27, 2005, is among Duquesne Light Company, a Pennsylvania corporation, the banks listed on the signature pages of this Agreement as “Existing Banks” (the “Existing Banks”), the banks listed on the signature pages of this Agreement as “New Banks” (the “New Banks”; the Existing Banks and the New Banks, together with their respective successors and permitted assigns, being referred to herein, collectively, as the “Banks”), the other Lenders (as hereinafter defined) from time to time party hereto, JPMorgan Chase Bank, N.A., a national banking association having its principal office in Columbus, Ohio (as successor to Bank One, NA), as Administrative Agent and an LC Issuer, the other LC Issuers from time to time party hereto, Union Bank of California, N.A., as Syndication Agent (the “Syndication Agent”), and Wachovia Bank, National Association and Citibank, N.A., as Co-Documentation Agents (the “Co-Documentation Agents”).

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2005, Among DUQUESNE LIGHT HOLDINGS, INC. as Borrower and THE BANKS NAMED HEREIN as Banks and UNION BANK OF CALIFORNIA, N.A. as Administrative Agent and JPMORGAN CHASE BANK, N.A. as...
Credit Agreement • August 9th, 2005 • Duquesne Light Holdings Inc • Electric services • New York

The Borrower, the Existing Banks, the Administrative Agent, the Syndication Agent and the Co-Documentation Agents previously entered into that certain Credit Agreement, dated as of September 15, 2004 (the “Existing Credit Agreement”). The parties hereto desire to amend and restate the Existing Credit Agreement, on the terms and conditions set forth herein. Accordingly, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

LLC PURCHASE AGREEMENT by and between AQUASOURCE, INC. and FUDD & DUDD ACQUISITION LLC Dated as of March 14, 2003
LLC Purchase Agreement • March 20th, 2003 • Dqe Inc • Electric services • Pennsylvania

This LLC Purchase Agreement, dated as of March 14, 2003 (this “Agreement”), is entered into by and between AquaSource, Inc., a Delaware corporation (the “Seller”), and Fudd & Dudd Acquisition LLC, a Texas limited liability company (the “Buyer”).

FORM OF OPERATION AND MAINTENANCE SERVICES AGREEMENT
Operation and Maintenance Services Agreement • March 21st, 1997 • Dqe Inc • Electric services • Pennsylvania
EXHIBIT 2.1 GENERATION EXCHANGE AGREEMENT by and between DUQUESNE LIGHT COMPANY, on the one hand, and THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
Generation Exchange Agreement • March 26th, 1999 • Dqe Inc • Electric services • Ohio
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Nuclear Generation Conveyance Agreement • March 26th, 1999 • Dqe Inc • Electric services • Ohio
FIRST AMENDMENT TO HEINZ FACILITY LEASE
Heinz Facility Lease • March 21st, 1997 • Dqe Inc • Electric services • Pennsylvania
LOAN AGREEMENT Dated as of September 1, 2006 and Amended and Restated as of December 20, 2006 among DUQUESNE LIGHT HOLDINGS, INC. as Borrower, BARCLAYS BANK PLC as Facility Agent, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Syndication...
Loan Agreement • December 21st, 2006 • Duquesne Light Holdings Inc • Electric services • New York

This LOAN AGREEMENT (“Agreement”) is entered into as of September 1, 2006 as amended and restated as of December 20, 2006, among DUQUESNE LIGHT HOLDINGS, INC. (the “Borrower”), a Pennsylvania corporation, BARCLAYS BANK PLC, as Facility Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

ARTICLE I DEFINITIONS
Energy Supply Agreement • March 21st, 1997 • Dqe Inc • Electric services • Pennsylvania
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October 14, 1998
Dqe Inc • October 15th, 1998 • Electric services • Pennsylvania
AQUASOURCE, INC. March 4, 2003
Duquesne Light Holdings Inc • November 14th, 2003 • Electric services
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • March 1st, 2007 • Duquesne Light Holdings Inc • Electric services • Pennsylvania

THIS SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of December 29, 2006, by and between DQE FINANCIAL CORP., a Delaware corporation (“Seller”), and BLUE WOLF ENERGY HOLDINGS LLC, a Delaware limited liability company (“Purchaser”).

FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • March 1st, 2007 • Duquesne Light Holdings Inc • Electric services • Pennsylvania

THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of December 29, 2006, by and between DQE FINANCIAL CORP., a Delaware corporation (“Seller”), and BLUE WOLF ENERGY HOLDINGS LLC, a Delaware limited liability company (“Purchaser”).

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT Dated as of April 28, 2006, Among DUQUESNE LIGHT HOLDINGS, INC. as Borrower and THE LENDERS NAMED HEREIN as Lenders and JPMORGAN CHASE BANK, N.A. as Administrative Agent and as Issuing Bank J.P. MORGAN...
Credit and Reimbursement Agreement • May 4th, 2006 • Duquesne Light Holdings Inc • Electric services • New York

The Borrower has requested (i) the Issuing Bank to issue the Letters of Credit pursuant to this Agreement in the amounts and on the terms and conditions set forth herein and (ii) the Lenders to participate in the issuance of the Letters of Credit and all drawings thereunder. The Issuing Bank and the Lenders have so agreed on the terms and conditions set forth herein, and the Administrative Agent has agreed to act as agent for the Lenders on such terms and conditions.

Duquesne Light Holdings, Inc. Underwriting Agreement
Duquesne Light Holdings Inc • August 17th, 2005 • Electric services • New York

Duquesne Light Holdings, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for which you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Notes”), to be issued under an Indenture dated as of August 16, 2005, between the Company and J.P. Morgan Trust Company, National Association, as trustee, as amended and supplemented from time to time (the “Indenture”). Terms of the Notes will be set forth in Schedule I hereto which specifies the title of the Notes, the interest rate on the Notes, the aggregate principal amount of the Notes, the purchase price of the Notes to the Underwriters, any concession from the initial public offering price to be allowed to dealers or brokers and any additional terms of the Notes. To the extent that there are no Underwriters listed on Sche

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between DQE FINANCIAL CORP. and BLUE WOLF ENERGY HOLDINGS LLC relating to MONTAUK ENERGY CAPITAL, LLC Dated as of November 22, 2006
Membership Interest Purchase Agreement • November 29th, 2006 • Duquesne Light Holdings Inc • Electric services • Pennsylvania

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of November 22, 2006, is made by and between DQE FINANCIAL CORP., a Delaware corporation, with its principal offices located at 411 Seventh Avenue, Pittsburgh, PA 15219 (“Seller”), and BLUE WOLF ENERGY HOLDINGS LLC, a Delaware limited liability company, with its principal offices located at One Liberty Plaza, 23rd Floor, New York NY 10006 (“Purchaser”). Seller and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Re: Amendment No. 1 to the Agreement and Plan of Merger
Duquesne Light Holdings Inc • September 8th, 2006 • Electric services

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 5, 2006, by and among Duquesne Light Holdings, Inc. (the “Company”), DQE Holdings LLC (f/k/a Castor Holdings LLC, the “Parent”) and DQE Merger Sub Inc. (f/k/a Castor Merger Sub Inc., the “Merger Sub”). Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Exhibit 10.12 Schedule to Exhibit 10.14 to the Form 10-K Annual Report of DQE for the year ended December 31, 1996 A Non-Competition and Confidentiality Agreement which was substantially identical to that filed as Exhibit 10.14 was entered into with...
Dqe Inc • March 29th, 2000 • Electric services

A Non-Competition and Confidentiality Agreement which was substantially identical to that filed as Exhibit 10.14 was entered into with the following parties, differing only as to the date executed:

SEVERANCE AGREEMENT BETWEEN DUQUESNE LIGHT HOLDINGS, INC. AND MORGAN K. O’BRIEN
Severance Agreement • March 15th, 2004 • Duquesne Light Holdings Inc • Electric services • Pennsylvania

THIS AGREEMENT is by and between Duquesne Light Holdings, Inc., a Pennsylvania corporation (the “Company”) and Morgan K. O’Brien (the “Executive”), and is made effective as of the 23rd of December 2003.

Schedule to Exhibit 10.14 to the Form 10-K Annual Report of DQE for the year ended December 31, 1996 A Non-Competition and Confidentiality Agreement which was substantially identical to that filed as Exhibit 10.14 was entered into with the following...
Dqe Inc • March 26th, 1999 • Electric services

A Non-Competition and Confidentiality Agreement which was substantially identical to that filed as Exhibit 10.14 was entered into with the following parties, differing only as to the date executed:

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. No governmental agency has approved this document or the information contained in it. Any representation to the contrary is...
Duquesne Light Holdings Inc • March 28th, 2005 • Electric services

This letter describes certain important aspects of the DQE, Inc. Long-Term Incentive Plan, as amended (the “Plan”) and constitutes a legally binding agreement between you and DQE, Inc. (the “Company”) with respect to your participation in the Plan. A copy of the Plan is attached to this letter as Annex A and is incorporated by reference in this letter in its entirety. A Plan Prospectus also is attached to this letter as Annex B. The Prospectus generally describes the purpose and administration of the Plan and contains specific discussions of the stock options granted to you as a non-employee director. The Prospectus describes certain federal income tax consequences of your stock options and explains how you can obtain additional information about the Plan or the Company’s Common Stock.

AMENDMENT TO SEVERANCE AGREEMENT BETWEEN DUQUESNE LIGHT HOLDINGS, INC. AND
Severance Agreement • March 1st, 2007 • Duquesne Light Holdings Inc • Electric services

WHEREAS, Duquesne Light Holdings, Inc. (the “Company”) and the (the “Executive”) are parties to a Severance Agreement dated , 200 (the “Severance Agreement”); and

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