Allegheny Energy Supply Co LLC Sample Contracts

Exhibit 2.1 ----------- PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT by and between Enron North America Corp.
Purchase and Sale Agreement • October 30th, 2001 • Allegheny Energy Supply Co LLC • Texas
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Allegheny Energy Supply Co LLC • October 30th, 2001 • New York
EMPLOYMENT AGREEMENT WITH ------------------ JANUARY 3, 2001
Employment Agreement • September 25th, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York
Exhibit 1.1 ----------- ALLEGHENY ENERGY SUPPLY COMPANY, LLC 7.80% Notes due 2011 PURCHASE AGREEMENT
Purchase Agreement • October 30th, 2001 • Allegheny Energy Supply Co LLC • New York
AGREEMENT
Agreement • September 25th, 2003 • Allegheny Energy Supply Co LLC • Electric services
EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2002 • Allegheny Energy Supply Co LLC • Electric services

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of this __1st__ day of January, 2002 (the "Effective Date") between Allegheny Energy Service Corporation ("AESC") for itself and as agent for its parent, Allegheny Energy, Inc. ("AEI"), affiliates and subsidiaries of AESC and AEI, and any other corporation or entity an interest in which any time during the term of this Agreement is owned, directly or indirectly, by AESC, AEI, affiliates or subsidiaries of AESC and AEI, or any successors or assigns of any of the foregoing (the "AE Companies"), and _______________ (the "Executive"). The Executive and the AE Companies mutually desire to set forth in this Agreement the terms and conditions of their employment relationship currently and in the future. The execution and delivery of this Agreement have been duly authorized by the Board of Directors of AEI (the "Board"). NOW, THEREFORE, AESC and the Executive, for valuable consideration, the receipt and sufficiency of which is hereby

Allegheny Energy Service Corporation Greensburg, PA 15601
Allegheny Energy Supply Co LLC • March 11th, 2004 • Electric services

You and Allegheny Energy Service Corporation (“AESC”) for itself and as agent for its parent, Allegheny Energy, Inc. (“AEI”), the affiliates and subsidiaries of AESC and AEI, and any successors or assigns of any of the foregoing, entered into an Employment Agreement (the “Agreement”) dated as of June 9, 2003. Pursuant to Section 5(a)(i) of the Agreement, you were entitled to receive a grant of stock options for 1,500,000 shares of AEI Common Stock under the AEI Long-Term Incentive Plan on January 2, 2004. However, as you are aware, such grant could not be made without obtaining authorization under the Public Utilities Holding Company Act of 1935, and such authorization was not obtained until February 10, 2004.

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALLEGHENY ENERGY SUPPLY COMPANY, LLC
Limited Liability Company Agreement • October 30th, 2001 • Allegheny Energy Supply Co LLC • Delaware
PURCHASE AGREEMENT between Allegheny Energy Supply Company, LLC as “Seller” and Grant Peaking Power, LLC as “ArcLight Buyer” and ArcLight Energy Partners Fund II, L.P. September 27, 2004
Purchase Agreement • November 4th, 2004 • Allegheny Energy Supply Co LLC • Electric services • New York

This PURCHASE AGREEMENT (this “Agreement”) between ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the “Seller”), GRANT PEAKING POWER, LLC, a Delaware limited liability company (the “ArcLight Buyer,” with each of the ArcLight Buyer and any other Person that becomes a Buyer as provided in Section 12.4 below being called a “Buyer” and, collectively, the “Buyers” even if no other Person becomes a Buyer) takes effect on September 27, 2004. Each of the Buyers and the Seller is referred to individually as a “Party” and collectively as the “Parties.” ArcLight Energy Partners Fund II, L.P., a Delaware limited partnership, is also executing this Agreement for the limited purpose of the guaranty provided above its signature on the signature page of this Agreement.

Exhibit 10.16 AMENDMENT AND ASSIGNMENT OF EMPLOYMENT AGREEMENT
Assignment of Employment Agreement • September 25th, 2003 • Allegheny Energy Supply Co LLC • Electric services
EXECUTION COPY] ______________________________________________________________________________ SECURITY AND INTERCREDITOR AGREEMENT Dated as of February 21, 2003 AMONG ALLEGHENY ENERGY SUPPLY COMPANY, LLC, The Other Persons referred to herein as...
Security and Intercreditor Agreement • August 1st, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York

SECURITY AND INTERCREDITOR AGREEMENT, dated as of February 21, 2003, made by and among (capitalized terms used herein shall have the meanings assigned thereto in Section 1.01 of this Agreement):

June 1, 2001 Monongahela Power Company 1310 Fairmont Avenue Fairmont, West Virginia 26554 Attn: Thomas C. Sheppard, Jr. Chase Manhattan Trust Company, National Association as Successor Trustee under the Security Agreements referred to in the...
Allegheny Energy Supply Co LLC • February 3rd, 2004 • Electric services

Ladies and Gentlemen: Reference is made to the Assumption and Indemnity Agreement, dated as of June 1, 2001 (the "Assumption and Indemnity Agreement"), among MP Generating Company, a Delaware limited liability company ("Indemnitor"), Monongahela Power Company, an Ohio corporation ("Issuer"), and the Holder, as defined therein. Capitalized terms used herein shall have the meaning ascribed to them in the Assumption and Indemnity Agreement. MP Generating has merged into Allegheny Energy Supply Company, LLC, (the "Company") on the date hereof. Pursuant to Section 4.2 of the Assumption and Indemnity Agreement, the Company, in connection with such merger, hereby assumes and covenants to be solely liable and responsible for and to perform all obligations of MP Generating under the Assumption and Indemnity Agreement. Such assumption and covenant shall be effective as of the date hereof.

AMENDED AND RESTATED SECURITY AND INTERCREDITOR AGREEMENT AMONG ALLEGHENY ENERGY SUPPLY COMPANY, LLC, THE OTHER PERSONS REFERRED TO HEREIN AS GRANTORS, CITICORP NORTH AMERICA, INC., as Administrative Agent, LAW DEBENTURE TRUST COMPANY OF NEW YORK, as...
Security and Intercreditor Agreement • May 10th, 2004 • Allegheny Energy Supply Co LLC • Electric services • New York

AMENDED AND RESTATED SECURITY AND INTERCREDITOR AGREEMENT, dated as of February 21, 2003, as amended and restated in its entirety on March 8, 2004 (such date being the “Amendment Date”), made by and among (capitalized terms used herein shall have the meanings assigned thereto in Section 1.01 of this Agreement):

CREDIT AGREEMENT - SUPPLY REFINANCING FACILITY
Credit Agreement • August 1st, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York

CREDIT AGREEMENT, dated as of February 21, 2003, among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the "Borrower"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Refinancing Lenders (the "Initial Refinancing Lenders"), the bank listed on the signature pages hereof as the Initial Refinancing Issuing Bank (the "Initial Refinancing Issuing Bank" and, together with the Initial Refinancing Lenders, the "Initial Refinancing Lender Parties"), and Citibank, N.A. ("Citibank"), as Refinancing Lender Agent (together with any successor Refinancing Lender Agent appointed pursuant to Article VII, the "Refinancing Lender Agent") for the Refinancing Lender Parties.

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STOCK PURCHASE AND ICPA ASSIGNMENT AGREEMENT Between ALLEGHENY ENERGY, INC., ALLEGHENY ENERGY SUPPLY COMPANY, LLC And BUCKEYE POWER GENERATING, LLC Dated as of May 17, 2004
Icpa Assignment Agreement • November 4th, 2004 • Allegheny Energy Supply Co LLC • Electric services • Ohio

THIS AGREEMENT, dated as of May 17, 2004, is between ALLEGHENY ENERGY, INC., a Maryland corporation (successor by merger to West Penn Electric Company) (“AEI”), ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (“AES”, each of AES and AEI, individually, and, together, jointly and severally, “Allegheny”) and BUCKEYE POWER GENERATING, LLC, an Ohio limited liability company (“Purchaser”).

COMMON TERMS AGREEMENT Dated as of March 8, 2004 AMONG ALLEGHENY ENERGY SUPPLY COMPANY, LLC, THE OTHER PERSONS REFERRED TO HEREIN AS LOAN PARTIES, EACH OF THE TERM B LENDERS, EACH OF THE TERM C LENDERS, CITICORP NORTH AMERICA, INC., as Administrative...
Common Terms Agreement • May 10th, 2004 • Allegheny Energy Supply Co LLC • Electric services • New York

Each of the Persons (as hereinafter defined) (other than the Borrower) listed on the signature pages hereto as a Loan Party (the Borrower and the Persons so listed being, collectively, the “Loan Parties”);

Allegheny Energy Service Corporation Greensburg, PA 15601
Allegheny Energy Supply Co LLC • March 11th, 2004 • Electric services

You and Allegheny Energy Service Corporation (“AESC”) for itself and as agent for its parent, Allegheny Energy, Inc. (“AEI”), the affiliates and subsidiaries of AESC and AEI, and any successors or assigns of any of the foregoing, entered into an Employment Agreement (the “Agreement”) dated as of July 18, 2003. Pursuant to Section 5(a)(i) of the Agreement, you were entitled to receive a grant of stock options for 300,000 shares of AEI Common Stock under the AEI Long-Term Incentive Plan on January 2, 2004, or stock appreciation rights or an alternative adjustment to your compensation of equivalent value and opportunity reasonably acceptable to you if authorization of such stock options was not obtained under the Public Utilities Holding Company Act of 1935 (“PUHCA”) by such date. As you are aware, authorization of your stock option award under PUHCA was not obtained until February 10, 2004.

TERM C CREDIT AGREEMENT Dated as of March 8, 2004 Among ALLEGHENY ENERGY SUPPLY COMPANY, LLC as Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN as Initial Lenders, and CITICORP NORTH AMERICA, INC. as Administrative Agent,
Credit Agreement • May 10th, 2004 • Allegheny Energy Supply Co LLC • Electric services • New York

TERM C CREDIT AGREEMENT, dated as of March 8, 2004 (as amended, modified or otherwise supplemented from time to time in accordance with its terms, this “Agreement”), among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), CITIGROUP GLOBAL MARKETS, INC. (“CGMI”), as Joint Lead Arranger and Joint Book Runner, BANC OF AMERICA SECURITIES LLC (“BAS”), as Joint Lead Arranger and Joint Book Runner, BANK OF AMERICA, N.A. (“BofA”), as Syndication Agent, CREDIT SUISSE FIRST BOSTON (“CSFB”), acting through its Cayman Islands Branch, as Co-Documentation Agent, JP MORGAN SECURITIES, INC. (“JPMC”), as Co-Documentation Agent, SCOTIA CAPITAL (USA) INC. (“Scotia”), as Co-Documentation Agent, and CITICORP NORTH AMERICA, INC. (“CNAI”), not in its individual capacity except as expressly set forth herein but solely

Allegheny Energy Service Corporation Greensburg, PA 15601
Allegheny Energy Supply Co LLC • March 11th, 2004 • Electric services

You and Allegheny Energy Service Corporation (“AESC”) for itself and as agent for its parent, Allegheny Energy, Inc. (“AEI”), the affiliates and subsidiaries of AESC and AEI, and any successors or assigns of any of the foregoing, entered into an Employment Agreement (the “Agreement”) dated as of July 3, 2003. Pursuant to Section 5(a)(i) of the Agreement, you were entitled to receive a grant of stock options for 550,000 shares of AEI Common Stock under the AEI Long-Term Incentive Plan on January 2, 2004, or an alternative adjustment to your compensation of equivalent value and opportunity if authorization of such stock options was not obtained under the Public Utilities Holding Company Act of 1935 (“PUHCA”) by such date. As you are aware, authorization of your stock option award under PUHCA was not obtained until February 10, 2004.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 1st, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 8, 2002 (the "Indenture"), to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness;

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALLEGHENY ENERGY SUPPLY COMPANY, LLC
Limited Liability Company Agreement • September 25th, 2003 • Allegheny Energy Supply Co LLC • Electric services • Delaware
EXECUTION VERSION
Common Terms Agreement • August 1st, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York

___________________________________________________________ COMMON TERMS AGREEMENT Dated as of February 21, 2003 AMONG ALLEGHENY ENERGY SUPPLY COMPANY, LLC, THE OTHER PERSONS REFERRED TO HEREIN AS GRANTORS, EACH OF THE REFINANCING LENDERS, EACH OF THE NEW MONEY LENDERS, EACH OF THE SPRINGDALE LENDERS, BANK ONE, NA, as Refinancing Issuing Bank, CITIBANK, N.A., as Refinancing Lender Agent and New Money Lender Agent, THE BANK OF NOVA SCOTIA, as Springdale Lender Agent and Documentation Agent, AND JPMORGAN CHASE BANK, as Syndication Agent

INTERIM ENERGY SERVICES AGREEMENT
Interim Energy Services Agreement • February 3rd, 2004 • Allegheny Energy Supply Co LLC • Electric services
WAIVER, ASSUMPTION AND SUPPLEMENTAL AGREEMENT
Waiver, Assumption and Supplemental Agreement • August 1st, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York

This WAIVER, ASSUMPTION AND SUPPLEMENTAL AGREEMENT, dated as of February 21, 2003 (this "Agreement"), is by and among Allegheny Energy Supply Company, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the "Company"), the holders (the "Initial Holders") listed on the signature pages hereto of the 8.13% Senior Secured Notes due 2007 (the "A-Notes") issued by the Trust (as defined below) pursuant to the Original Indenture (as defined below) and any holders of A-Notes that become a party to this Agreement by executing a Joinder Agreement in the form set forth in Exhibit C hereto (the "Joining Holders" and, together with the Initial Holders, the "Holders"), and Law Debenture Trust Company of New York, a limited purpose trust company duly organized and existing under the laws of the State of New York, as successor to Bank One Trust Company, N.A., in its capacity as trustee under the Original Indenture (the "Indenture Trustee").

Contract
Indenture • August 1st, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York

AMENDED AND RESTATED INDENTURE, dated as of February 21, 2003, among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office at 10435 Downsville Pike, Hagerstown, Maryland, 21740-1766, LAW DEBENTURE TRUST COMPANY OF NEW YORK, a limited purpose trust company duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee") having its corporate trust office at 767 Third Avenue, 31st Floor, New York, New York, 10017, and BANK ONE TRUST COMPANY, N.A. ("Bank One"), a national banking association, as Security Registrar and Paying Agent, having its corporate office at 1111 Polaris Parkway, Suite 1K, Columbus, Ohio 43240.

CREDIT AGREEMENT - SUPPLY NEW MONEY FACILITY
Credit Agreement • August 1st, 2003 • Allegheny Energy Supply Co LLC • Electric services • New York

CREDIT AGREEMENT, dated as of February 21, 2003 among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the "Borrower"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial New Money Lenders (the "Initial New Money Lenders"), and Citibank, N.A. ("Citibank"), as New Money Lender Agent (together with any successor New Money Lender Agent appointed pursuant to Article VII, the "New Money Lender Agent") for the New Money Lenders (as hereinafter defined).

CREDIT AGREEMENT Dated as of February 21, 2003 as amended and restated in its entirety on March 8, 2004 Among ALLEGHENY ENERGY SUPPLY COMPANY, LLC as Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN as Initial Lenders, and CITICORP NORTH AMERICA,...
Credit Agreement • May 10th, 2004 • Allegheny Energy Supply Co LLC • Electric services • New York

CREDIT AGREEMENT, dated as of February 21, 2003, as amended and restated in its entirety on March 8, 2004 (as amended, modified or otherwise supplemented from time to time in accordance with its terms, this “Agreement”), among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as Joint Lead Arranger and Joint Book Runner, CREDIT SUISSE FIRST BOSTON (“CSFB”), acting through its Cayman Islands Branch, as Joint Book Runner and Co-Documentation Agent, JPMORGAN SECURITIES, INC. (“JPMC”), as Joint Lead Arranger and Joint Book Runner, SCOTIA CAPITAL (USA) INC. (“Scotia”), as Joint Book Runner and Co-Documentation Agent, and CITICORP NORTH AMERICA, INC. (“CNAI”), not in its individual capacity except as expressly set forth herein but solely as administrative agent

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