Common Contracts

83 similar Underwriting Agreement contracts by BlackRock Inc., Mastercard Inc, Peco Energy Co, others

Mastercard Incorporated $1,000,000,000 4.875% Notes due 2034 Underwriting Agreement
Underwriting Agreement • May 9th, 2024 • Mastercard Inc • Services-business services, nec • New York

Mastercard Incorporated, a corporation organized under the laws of Delaware (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, the principal amount of its 4.875% Notes due 2034 identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

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RenaissanceRe Holdings Ltd. Underwriting Agreement
Underwriting Agreement • June 5th, 2023 • Renaissancere Holdings LTD • Fire, marine & casualty insurance • New York

RenaissanceRe Holdings Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $750,000,000 principal amount of its 5.750% Senior Notes due 2033 set forth in Schedule I hereto (the “Securities”) to be issued pursuant to the provisions of the Senior Indenture, dated April 2, 2019, entered into by and among the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by the Second Supplemental Indenture to be entered into by and among the Company and the Trustee as of the Closing Date (as defined herein) (the “Second Supplemental Indenture”, and together with the Base Indenture, the “Indenture”).

6,300,000 Shares RenaissanceRe Holdings Ltd. Common Shares, Par Value $1.00 Per Share Underwriting Agreement
Underwriting Agreement • May 26th, 2023 • Renaissancere Holdings LTD • Fire, marine & casualty insurance • New York

RenaissanceRe Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), an aggregate of 6,300,000 common shares, par value $1.00 per share, of the Company (the “Firm Securities”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 945,000 common shares, par value $1.00 per share, of the Company (the “Additional Securities”) if and to the extent that Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the Underwriters (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Securities pursuant to Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.” The issued and outstanding common shares, par value $1.00 p

BLACKROCK, INC. $1,250,000,000 4.750% Notes Due 2033 UNDERWRITING AGREEMENT
Underwriting Agreement • May 18th, 2023 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Pioneer Natural Resources Company $1,100,000,000 5.100% Senior Notes due 2026 Debt Securities Underwriting Agreement
Underwriting Agreement • March 29th, 2023 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting BofA Securities, Inc. at 1-800-294-1322, TD Securities (USA) LLC at 1-855-495-9846, or Wells Fargo Securities, LLC at 1-800-645-3751.

Mastercard Incorporated $750,000,000 4.875% Notes due 2028 $750,000,000 4.850% Notes due 2033 Underwriting Agreement
Underwriting Agreement • March 9th, 2023 • Mastercard Inc • Services-business services, nec • New York

Mastercard Incorporated, a corporation organized under the laws of Delaware (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, the principal amount of its 4.875% Notes due 2028 and its 4.850% Notes due 2033, in each case identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and

ONEOK, Inc. Underwriting Agreement
Underwriting Agreement • November 18th, 2022 • Oneok Inc /New/ • Natural gas transmisison & distribution • New York

The Securities will be issued pursuant to an Indenture, dated as of January 26, 2012 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as amended and supplemented by the Nineteenth Supplemental Indenture thereto, to be dated as of the Closing Date (as defined herein), by and among the Company, the Guarantors and the Trustee (the “Supplemental Indenture”). The Base Indenture as amended and supplemented by the Supplemental Indenture is referred to herein as the “Indenture.”

BLACKROCK, INC. $1,000,000,000 2.10% Notes Due 2032 UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2021 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Mastercard Incorporated $750,000,000 2.000% Notes due 2031 Underwriting Agreement
Underwriting Agreement • November 18th, 2021 • Mastercard Inc • Services-business services, nec • New York

The information in this pricing term sheet supplements Mastercard Incorporated’s preliminary prospectus supplement, dated November 15, 2021 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.

Pioneer Natural Resources Company $750,000,000 0.550% Senior Notes due 2023 Debt Securities Underwriting Agreement
Underwriting Agreement • May 18th, 2021 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Goldman Sachs & Co. LLC at 1-866-471-2526, Morgan Stanley & Co. LLC at 1-866-718-1649, TD Securities (USA) LLC at 1-855-495-9846, or Wells Fargo Securities, LLC at 1-800-645-3751.

PECO ENERGY COMPANY $375,000,000 First and Refunding Mortgage Bonds, 3.050% Series Due 2051 Underwriting Agreement
Underwriting Agreement • March 8th, 2021 • Peco Energy Co • Electric & other services combined • New York

PECO Energy Company, 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 whom you (the “Representatives”) are acting as representatives, $375,000,000 principal amount of the Company’s First and Refunding Mortgage Bonds, 3.050% Series due 2051 (the “Securities”). The Securities are to be issued under the Company’s First and Refunding Mortgage, dated as of May 1, 1923 (the “Mortgage”), as amended and supplemented through the date hereof, and as further amended by the One Hundred and Nineteenth Supplemental Indenture, dated as of February 15, 2021 (the “Supplement”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Mortgage, together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively as the “Indenture.” Any reference herein to the Registration Statement

Mastercard Incorporated $600,000,000 1.900% Notes due 2031 $700,000,000 2.950% Notes due 2051 Underwriting Agreement
Underwriting Agreement • March 4th, 2021 • Mastercard Inc • Services-business services, nec • New York

Mastercard Incorporated, a corporation organized under the laws of Delaware (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, the principal amount of its 1.900% Notes due 2031 and its 2.950% Notes due 2051, in each case identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and

The Estée Lauder Companies Inc.
Underwriting Agreement • March 4th, 2021 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations • New York

The Estée Lauder Companies Inc., a corporation organized under the laws of Delaware (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, $600,000,000 principal amount of its 1.950% Senior Notes due 2031 (the “Securities”) identified in Schedule II hereto, to be issued under an indenture dated as of November 5, 1999 (the “Indenture”), between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or

Enbridge Inc. $500,000,000 Floating Rate Senior Notes due 2023 Underwriting Agreement
Underwriting Agreement • February 19th, 2021 • Enbridge Inc • Pipe lines (no natural gas) • New York

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the registration statement, any amendment and any applicable prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Pioneer Natural Resources Company $1,100,000,000 1.90% Senior Notes due 2030 Debt Securities Underwriting Agreement
Underwriting Agreement • August 11th, 2020 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York

** Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Dana Incorporated 5.625% Senior Notes due 2028 Underwriting Agreement
Underwriting Agreement • June 19th, 2020 • Dana Inc • Motor vehicle parts & accessories • New York

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

PECO ENERGY COMPANY $350,000,000 First and Refunding Mortgage Bonds, 2.800% Series Due 2050 Underwriting Agreement
Underwriting Agreement • June 8th, 2020 • Peco Energy Co • Electric & other services combined • New York

PECO Energy Company, 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 whom you (the “Representatives”) are acting as representatives, $350,000,000 principal amount of the Company’s First and Refunding Mortgage Bonds, 2.800% Series due 2050 (the “Securities”). The Securities are to be issued under the Company’s First and Refunding Mortgage, dated as of May 1, 1923 (the “Mortgage”), as amended and supplemented through the date hereof, and as further amended by the One Hundred and Eighteenth Supplemental Indenture, dated as of June 1, 2020 (the “Supplement”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Mortgage, together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively as the “Indenture.” Any reference herein to the Registration Statement, the

INGREDION INCORPORATED $600,000,000 2.900% Senior Notes due 2030 $400,000,000 3.900% Senior Notes due 2050 UNDERWRITING AGREEMENT
Underwriting Agreement • May 13th, 2020 • Ingredion Inc • Grain mill products • New York

Ingredion Incorporated, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $600,000,000 aggregate principal amount of its 2.900% Senior Notes due 2030 (the “2030 Notes”) and $400,000,000 aggregate principal amount of its 3.900% Senior Notes due 2050 (the “2050 Notes” and together with the 2030 Notes, the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of August 18, 1999, between the Company and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (the “Trustee”), as amended and supplemented by the tenth supplemental indenture and the eleventh supplemental indenture, each to be dated as of May 13, 2020 (such tenth supplemental indenture and such eleventh supplemental indenture together, the “Supplemental Indentures”; and the Base Indenture,

BLACKROCK, INC. $1,250,000,000 1.900% Notes Due 2031 UNDERWRITING AGREEMENT
Underwriting Agreement • April 28th, 2020 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Halliburton Company UNDERWRITING AGREEMENT
Underwriting Agreement • February 20th, 2020 • Halliburton Co • Oil & gas field services, nec • New York

Halliburton Company, a corporation organized under the laws of Delaware (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, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture (the “Base Indenture”), dated as of October 17, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the “Trustee”), as supplemented by a supplemental indenture (the “Supplemental Indenture”), to be dated March 3, 2020 between the Company and the Trustee. In this Agreement, the Base Indenture, as supplemented by the Supplemental Indenture, is referred to as the “Indenture.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the te

BLACKROCK, INC. $1,000,000,000 2.400% Notes Due 2030 UNDERWRITING AGREEMENT
Underwriting Agreement • January 17th, 2020 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Mastercard Incorporated $750,000,000 2.000% Notes due 2025 Underwriting Agreement
Underwriting Agreement • December 3rd, 2019 • Mastercard Inc • Services-business services, nec • New York

* We expect that delivery of the notes will be made against payment therefor on or about December 3, 2019, which will be the fifth business day after the date hereof. Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next two business days will be required, by virtue of the fact that the notes will settle in 5 business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard.

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Zimmer Biomet Holdings, Inc. €500,000,000 1.164% Notes due 2027 Underwriting Agreement
Underwriting Agreement • November 13th, 2019 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, €500,000,000 aggregate principal amount of its 1.164% Notes due 2027 (the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated as of November 17, 2009, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a sixth supplemental indenture dated as of November 15, 2019 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee. In connection with the issuance and sale of the Securities, the Company will enter into an Agency Agreement to be dated as of November 15, 2019 (the “Agency Agreement”) between the Company and Elavon Financial Servi

BALTIMORE GAS AND ELECTRIC COMPANY $400,000,000 3.200% Notes Due 2049 UNDERWRITING AGREEMENT
Underwriting Agreement • September 12th, 2019 • Baltimore Gas & Electric Co • Electric & other services combined • New York

Baltimore Gas and Electric Company, a Maryland corporation (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, $400,000,000 principal amount of its 3.200% Notes Due 2049 (the “Securities”). The Securities are to be issued under an Indenture, dated as of September 1, 2019 (as amended and supplemented, including by the officers’ certificate establishing the terms of the Securities, the “Indenture”), between the Company and US Bank National Association, as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 16 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, a

PECO ENERGY COMPANY $325,000,000 First and Refunding Mortgage Bonds, 3.000% Series Due 2049 Underwriting Agreement
Underwriting Agreement • September 10th, 2019 • Peco Energy Co • Electric & other services combined • New York

PECO Energy Company, 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 whom you (the “Representatives”) are acting as representatives, $325,000,000 principal amount of the Company’s First and Refunding Mortgage Bonds, 3.000% Series due 2049 (the “Securities”). The Securities are to be issued under the Company’s First and Refunding Mortgage, dated as of May 1, 1923 (the “Mortgage”), as amended and supplemented through the date hereof, and as further amended by the One Hundred and Seventeenth Supplemental Indenture, dated as of August 15, 2019 (the “Supplement”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Mortgage, together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively as the “Indenture.” Any reference herein to the Registration Statement,

Mastercard Incorporated 2.950% Notes Due 2029 3.650% Notes Due 2049 Underwriting Agreement
Underwriting Agreement • May 31st, 2019 • Mastercard Inc • Services-business services, nec • New York

* We expect that delivery of the notes will be made against payment therefor on or about May 31, 2019, which will be the third business day after the date hereof. Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof will be required, by virtue of the fact that the notes will settle in three business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should consult their own advisors in this regard.

BLACKROCK, INC. $1,000,000,000 3.250% Notes Due 2029 UNDERWRITING AGREEMENT
Underwriting Agreement • April 18th, 2019 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

BLACKROCK, INC. $700,000,000 3.200% Notes Due 2027 UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2017 • BlackRock Inc. • Security brokers, dealers & flotation companies • New York

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Equinix, Inc. Underwriting Agreement
Underwriting Agreement • March 14th, 2017 • Equinix Inc • Real estate investment trusts • New York

Equinix, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“you” or the “Representatives”) are acting as representatives, the respective amounts set forth in Schedule II hereto of $1,250,000,000 in aggregate principal amount of the Company’s 5.375% Senior Notes due 2027 (the “Securities”). The Securities are to be issued under an indenture (the “Base Indenture”) dated as of November 20, 2014, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture with respect to the Securities (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to be dated as of the Closing Date (as defined below). Any reference herein to the Registration Statement, any Preliminary Prospectus or the Final

DELMARVA POWER & LIGHT COMPANY $175,000,000 First Mortgage Bonds, 4.15% Series Due 2045 Underwriting Agreement
Underwriting Agreement • December 12th, 2016 • Delmarva Power & Light Co /De/ • Electric & other services combined • New York

Delmarva Power & Light Company, a corporation organized under the laws of the State of Delaware 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, $175,000,000 principal amount of the Company’s First Mortgage Bonds, 4.15% Series due May 15, 2045 (the “Securities”). The Securities are to be issued under the Company’s Mortgage and Deed of Trust, dated as of October 1, 1943 (the “Mortgage”), as amended and supplemented through the date hereof, and as further amended by the One Hundred and Sixteenth Supplemental Indenture, dated as of May 4, 2015, establishing the terms of the Securities, and the One Hundred and Eighteenth Supplemental Indenture, dated as of December 5, 2016 relating to the issuance of the Securities (the “Supplement”), between the Company and The Bank of New York Mellon (ultimate successor to the New York Trust C

NIKE, Inc. $1,000,000,000 2.375% Notes Due 2026 $500,000,000 3.375% Notes Due 2046 Underwriting Agreement
Underwriting Agreement • October 21st, 2016 • Nike Inc • Rubber & plastics footwear • New York

NIKE, Inc., a corporation organized under the laws of the State of Oregon (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, the principal amount of its notes identified in Schedule I hereto (the “Notes”), to be issued under an Indenture, dated as of April 26, 2013 (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 3 below) (together with the Base Indenture, the “Indenture”), each between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. Any reference herein to the Regis

PECO ENERGY COMPANY $300,000,000 First and Refunding Mortgage Bonds, 1.700% Series Due 2021 Underwriting Agreement
Underwriting Agreement • September 21st, 2016 • Peco Energy Co • Electric & other services combined • New York

PECO Energy Company, 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 whom you (the “Representatives”) are acting as representatives, $300,000,000 principal amount of the Company’s First and Refunding Mortgage Bonds, 1.700% Series due 2021 (the “Securities”). The Securities are to be issued under the Company’s First and Refunding Mortgage, dated as of May 1, 1923 (the “Mortgage”), as amended and supplemented through the date hereof, and as further amended by the One Hundred and Thirteenth Supplemental Indenture, dated as of September 1, 2016 (the “Supplement”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Mortgage, together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively as the “Indenture.” Any reference herein to the Registration Statement

BALTIMORE GAS AND ELECTRIC COMPANY $350,000,000 2.400% Senior Notes Due 2026 $500,000,000 3.500% Senior Notes Due 2046 UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2016 • Baltimore Gas & Electric Co • Electric & other services combined • New York

Baltimore Gas and Electric Company, a Maryland corporation (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, $350,000,000 principal amount of its 2.400% Senior Notes Due 2026 (the “2026 Notes”) and $500,000,000 principal amount of its 3.500% Senior Notes Due 2046 (the “2046 Notes” and, together with the 2026 Notes, the “Securities”). The Securities are to be issued under an Indenture, dated as of July 24, 2006 (as amended and supplemented, including by the officers’ certificate establishing the terms of the Securities, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Fo

Pioneer Natural Resources Company $500,000,000 3.45% Senior Notes due 2021 $500,000,000 4.45% Senior Notes due 2026 Debt Securities Underwriting Agreement
Underwriting Agreement • December 2nd, 2015 • Pioneer Natural Resources Co • Crude petroleum & natural gas • New York

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

PECO ENERGY COMPANY $350,000,000 First and Refunding Mortgage Bonds, 3.150% Series Due 2025 Underwriting Agreement
Underwriting Agreement • October 5th, 2015 • Peco Energy Co • Electric & other services combined • New York

PECO Energy Company, 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 whom you (the “Representatives”) are acting as representatives, $350,000,000 principal amount of the Company’s First and Refunding Mortgage Bonds, 3.150% Series due 2025 (the “Securities”). The Securities are to be issued under the Company’s First and Refunding Mortgage, dated as of May 1, 1923 (the “Mortgage”), as amended and supplemented through the date hereof, and as further amended by the One Hundred and Twelfth Supplemental Indenture, dated as of September 15, 2015 (the “Supplement”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Mortgage, together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively as the “Indenture.” To the extent there are no additional Underwriters l

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