Exhibit (c) 1. PENNSYLVANIA ELECTRIC COMPANY $125,000,000 Senior Notes, 5.750% Series A due 2004 $100,000,000 Senior Notes, 6.125% Series B due 2009 $125,000,000 Senior Notes, 6.625% Series C due 2019 Underwriting AgreementPennsylvania Electric Co • April 26th, 1999 • Electric services • New York
ANDIndenture • March 20th, 2000 • Pennsylvania Electric Co • Electric services • New York
COUNTERPART NO. SECOND AMENDED AND RESTATED NUCLEAR MATERIAL LEASE AGREEMENT Dated as of November 5, 1998Lease Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services • Pennsylvania
SUPPLEMENTAL INDENTURESupplemental Indenture • March 10th, 1997 • Pennsylvania Electric Co • Electric services
Article III 22 3.1 Closing 22 3.2 Payment of Purchasing Price 23 3.3 Adjustment to Purchase Price 23 3.4 Allocation of Purchase Price 25 3.5 Proprations 25 3.6 Deliveries by Seller 26 3.7 Deliveries by Buyer 28 3.8 Ancillary Agreements 29 3.9 Easement...Purchase and Sale Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services • New York
DEFINED TERM REFERENCE ------------ --------- "1935 Act" Section 3.05(c) "AEA" Section 3.05(f) "Aggregate Consideration" Section 2.02(b)(ii) "Aggregate Stock Amount" Section 2.01(l) "Agreement" Heading of the Agreement "Blue-Sky Filings" Section...Agreement and Plan of Merger • August 11th, 2000 • Pennsylvania Electric Co • Electric services • Ohio
EXHIBIT 10-KK PRIVILEGED AND CONFIDENTIAL EXECUTION COPY HOMER CITY ELECTRIC GENERATING STATION ASSET PURCHASE AGREEMENT BY AND AMONG Pennsylvania electric Company, NGE GENERATION, INC., and NEW YORK STATE ELECTRIC & GAS CORPORATION as SELLERS,...Asset Purchase Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services • New York
EXHIBIT 10-Z PENNSYLVANIA ELECTRIC COMPANY LESSEE'S LETTER AGREEMENTLetter Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services • New York
COUNTERPART NO. SECOND AMENDED AND RESTATED NUCLEAR MATERIAL LEASE AGREEMENT Dated as of November 5, 1998Lease Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services • New Jersey
Exhibit (c) (1) Pennsylvania Electric Company $275,000,000 Medium-Term Notes Selling Agency AgreementPennsylvania Electric Co • August 5th, 1999 • Electric services • New York
EXHIBIT 10-GG OYSTER CREEK NUCLEAR GENERATING STATION PURCHASE AND SALE AGREEMENT BY AND AMONG GPU NUCLEAR, INC., JERSEY CENTRAL POWER & LIGHT COMPANY, as SELLERS,Purchase and Sale Agreement • March 20th, 2000 • Pennsylvania Electric Co • Electric services • New York
February 6, 1997 Mr. James R. Leva 2 Ryan Court Chester, New Jersey 07930 Dear Jim: The purpose of this letter is to amend and restate the letter agreement dated November 1, 1996 between you and GPU, Inc. ("GPU") (the "Prior Agreement"). That letter...Letter Agreement • March 13th, 1998 • Pennsylvania Electric Co • Electric services
TOPennsylvania Electric Co • March 20th, 2000 • Electric services
OFTrust Agreement • June 25th, 1999 • Pennsylvania Electric Co • Electric services • Delaware
Section 1. Certain Definition 2 Section 2. Appointment of Rights Agent 5 Section 3. Issue of Rights Certificates 5 Section 4. Form of Rights Certificates 8 Section 5. Countersignature and Registration 9 Section 6. Transfer, Split Up, Combination and...Rights Agreement • August 14th, 1998 • Pennsylvania Electric Co • Electric services • New York
Exhibit 10-W STOCK OPTION AGREEMENT THIS AGREEMENT made as of this ------------ day of --------------, 1999, by and between GPU, Inc. (the "Corporation") and ------------------------ (the "Recipient"): WHEREAS, the Corporation maintains the 1990 Stock...Stock Option Agreement • March 20th, 2000 • Pennsylvania Electric Co • Electric services • Pennsylvania
ARTICLE IFirst Supplemental Indenture • August 7th, 2000 • Pennsylvania Electric Co • Electric services
SUPPLEMENTAL INDENTUREPennsylvania Electric Co • March 10th, 1997 • Electric services
November 1, 1996Pennsylvania Electric Co • March 10th, 1997 • Electric services
Exhibit A-5(a) AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PENELEC CAPITAL II, L.P. This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, dated as of June 9, 1999, of Penelec Capital II, L.P., a Delaware limited partnership (the...Pennsylvania Electric Co • June 25th, 1999 • Electric services • Delaware
EXHIBIT B-1 RECEIVABLES SALE AGREEMENT dated as of January [__], 2004Receivables Sale Agreement • January 21st, 2004 • Pennsylvania Electric Co • Electric services • Illinois
THE AGREEMENTThe Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services
COUNTERPART NO. SECOND AMENDED AND RESTATED NUCLEAR MATERIAL LEASE AGREEMENT Dated as of November 5, 1998Lease Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services • Pennsylvania
andInterconnection Agreement • March 8th, 1999 • Pennsylvania Electric Co • Electric services • Pennsylvania
GPU, Inc. Split Dollar Insurance for Non-Employee Directors SummaryInsurance Agreement • March 20th, 2000 • Pennsylvania Electric Co • Electric services • New Jersey
Exhibit 10-EE SEVERANCE PROTECTION AGREEMENT Severance Protection Agreement, as amended and restated effective as of February 23, 2000 by and among GPU, Inc. (the "Corporation"), GPU Service, Inc. (the "Company") and Robert L. Wise (the "Executive")....Severance Protection Agreement • March 20th, 2000 • Pennsylvania Electric Co • Electric services • New Jersey
1 - EXHIBIT 10-VTrust Agreement • March 31st, 1999 • Pennsylvania Electric Co • Electric services
Exhibit 10W STOCK OPTION AGREEMENT THIS AGREEMENT made as of this -------- day of ------------, 2000, by and between GPU, Inc. (the "Corporation") and ------------(the "Recipient"): WHEREAS, the Corporation maintains the 1990 Stock Plan for Employees...Stock Option Agreement • March 21st, 2001 • Pennsylvania Electric Co • Electric services • Pennsylvania
EXHIBIT B-6 RECEIVABLES PURCHASE AGREEMENT dated as of January [__], 2004Receivables Purchase Agreement • January 21st, 2004 • Pennsylvania Electric Co • Electric services • Illinois
GPU, INC.Performance Units Agreement • March 21st, 2001 • Pennsylvania Electric Co • Electric services • Pennsylvania
ARTICLE I ---------Payment and Guarantee Agreement • June 25th, 1999 • Pennsylvania Electric Co • Electric services • New York
Registration Rights AgreementRegistration Rights Agreement • August 31st, 2007 • Pennsylvania Electric Co • Electric services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 30th day of August, 2007, by and between Pennsylvania Electric Company, a Pennsylvania corporation (the “Issuer”) and Citigroup Global Markets Inc. (“Citi”), Lehman Brothers Inc. (“Lehman”) and Scotia Capital (USA) Inc. (“Scotia”), as Representatives (as defined below) of the Initial Purchasers (as defined below).
August 8, 2000Prior Agreement • March 21st, 2001 • Pennsylvania Electric Co • Electric services
AMENDMENT NO. 1 TO PAYMENT AND GUARANTEE AGREEMENTPayment and Guarantee Agreement • March 20th, 2000 • Pennsylvania Electric Co • Electric services
EXHIBITS TO BE FILED BY EDGAR (4) Instruments Defining the Rights of Security Holders, including Indentures. Form of Rights Agreement between GPU, Inc. and ChaseMellon Shareholder Services, L.L.C. (10) Material Contracts. A - Severance Protection...Pennsylvania Electric Co • August 14th, 1998 • Electric services
