Financial Information

Transcription

1 Financial Information This form is used to provide financial information to establish credit with Pepco. Please send the completed executed form along with your remaining registration documents to: Company Information Pepco Supplier Relations 701 Ninth St, N.W., Rm Washington, DC Type of Business (Check the appropriate field) A) Corporation B) Partnership C) Limited Liability Company D) Other Legal Business Name: Street Address: City, State, Zip Code: Dun & Bradstreet Number: Federal Tax ID No.: Complete the following for Corporations: Date/State of Incorporation: Registered Agent Name and Address: Applicant s Credit Contact Person: Name: Title: Phone Number: ( ) Address: Page 1 of 3 February 25, 2014

2 Credit Documentation: Please indicate the type of deposit you are submitting: (Check the one that is appropriate) ( ) Cash Deposit. Please contact Supplier Relations for wiring instructions. ( ) Parent Guaranty. If selected, complete Parent Guaranty Form ( ) A Letter of Credit. If selected, complete Letter of Credit Section and see Letter of Credit Requirements ( ) A Performance Bond. If selected, complete Performance Bond Form Credit Issues: A. Bankruptcy Information Has the Applicant or Predecessor Company filed a bankruptcy petition in the last 5 years? Yes ( ) No ( ) If yes, Filing Date: State: Bankruptcy No: B. Solvency Data Are there any state or federal proceedings, outstanding judgments or pending claims or lawsuits that could affect the solvency of the Applicant? Yes ( ) No ( ) If the answer is yes to questions A or B, please describe the situation and how it affects the Applicant s ability to meet or not meet its credit obligations. Page 2 of 3 February 25, 2014

3 Bank Reference Information: Bank Name: Street Address: City, State, Zip Code: Contact Name: Contact Phone Number: ( ) Fax Number:( ) Account Number: Available Credit Limit: $ Authorization Applicant hereby warrants and represents that all statements and representations made herein, including any supporting documents, are true to the best of Applicant s knowledge and belief. The undersigned authorized official of the Applicant warrants that the Applicant agrees to be bound by these representations. The applicant hereby authorizes any of the abovelisted entities to release data requested by Potomac Electric Power Company necessary to perform a credit check in connection with a request for service under Pepco s Supplier Coordination Tariff. Submitted By: Applicant s Company Name: Signature of Authorized Official: Name of Authorized Official (Print): Title of Authorized Official (Print): Date Signed: NOTICE: The information requested by Pepco is for the sole purpose of reviewing and establishing credit for the Applicant and will not be used for other purposes. This information will be maintained Confidential. Page 3 of 3 February 25, 2014

4 P A R E N T G U A R A N T Y A G R E E M E N T THIS PARENT GUARANTY AGREEMENT (hereinafter Parent Guaranty or Agreement ) is made and effective this day of 20 by and between Potomac Electric Power Company, a District of Columbia and Virginia corporation (hereinafter Creditor ) and _, a corporation (hereinafter Guarantor ). Creditor and Guarantor are sometimes referred to herein as the parties. WHEREAS, Creditor has entered into a Third Party Supplier Agreement with, (hereinafter Debtor ), whereby Creditor has extended credit or other financial accommodations to Debtor; and WHEREAS, Creditor has required, as a prerequisite to extending credit or other financial accommodations to Debtor, that Guarantor execute and deliver this Agreement, and Guarantor is willing to execute and deliver this Agreement to secure Debtor s current and future obligations to Creditor. NOW THEREFORE, in consideration of and as an inducement for Creditor to enter into agreements with Debtor and to extend credit or other financial accommodations to Debtor, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Creditor and Guarantor agree as follows: 1. Guarantor irrevocably and unconditionally guarantees the full and timely performance of all obligations and the full and prompt payment of all indebtedness heretofore or hereafter incurred by Debtor under such Third Party Supplier Agreement, as now or hereafter amended, whether at the stated maturity thereof, by acceleration, amortization or otherwise (collectively, the Obligations ) and Guarantor hereby undertakes that if Debtor shall in any respect fail to perform and observe all of the terms, provisions, conditions, and stipulations of the Third Party Supplier Agreement, Guarantor shall perform or have performed all such obligations as required by the Third Party Suppler Agreement, provided, however, that Guarantor s obligations shall not exceed ($_ ). Page 1 of 4 August 31, 2010

5 2. The obligations of Guarantor under this Parent Guaranty shall be primary, absolute and unconditional obligations of Guarantor, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense based upon any claim Guarantor may have against Debtor. To the fullest extent permitted by applicable law this Parent Guaranty shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by: (a) (b) (c) (d) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in the Third Party Supplier Agreement or any other instrument or agreement applicable to the parties to the Third Party Supplier Agreement; any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to Debtor, Guarantor or any other person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; specifically including any action or order to restore any payment, or part thereof, as a preferential transfer, in which case any prior release or discharge from the terms of this Agreement shall be without effect; any merger or consolidation of Debtor or Guarantor into or with any other corporation, or any sale, lease or transfer of any of the assets of Debtor or Guarantor to any other person; any change in the ownership of any interests of Debtor or any change in the relationship between Debtor and Guarantor, or any termination of such relationship. 3. Guarantor s obligations under this Parent Guaranty shall remain in effect until any of the following events: (a) thirty (30) days after receipt by Creditor of Guarantor s notice to revoke, provided, however, that this Parent Guaranty shall remain in effect after any such revocation with respect to any Obligations existing at the date of revocation or to accrue thereafter with respect to Obligations existing at such date; (b) all Obligations of Debtor shall have been paid and discharged in full; or (c), 20 _. Page 2 of 4 August 31, 2010

6 4. In the event of any default by Creditor, Creditor shall have the right to proceed first and directly against Guarantor under this Agreement without proceeding against any other person or entity or exhausting any other remedies which it may have and without resorting to any other security held by it. 5. The obligations of Guarantor set forth herein constitute the full recourse obligations of Guarantor enforceable against it to the full extent of all its assets and properties. 6. This Parent Guaranty shall be binding upon Guarantor and its successors and assigns and shall be for the benefit of Creditor and its successors and assigns. 7. Notwithstanding any other provision of this Parent Guaranty, Guarantor retains all rights, claims, defenses, and limitations of liability possessed by Debtor under the terms of the Third Party Supplier Agreement or arising from the parties' performance or failure to perform thereunder. 8. Guarantor expressly waives notice from Creditor of its acceptance of and reliance upon this Parent Guaranty and any notice of credit extended hereunder. Guarantor consents to any extensions of time granted to Debtor for the payment of said account, and to any changes in the terms of any agreement between Creditor and Debtor, provided, however, that no such change shall be effective to increase the aggregate amount of Guarantor s obligation hereunder as set forth in Section 1, above, without Guarantor s written consent to such change. No waiver, amendment, release or modification of this Agreement shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the parties hereto. 9. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland and the District of Columbia. 10. In the event that any provision or clause of this Parent Guaranty conflicts with applicable law, such conflict shall not affect other provisions of this Parent Guaranty be given effect without the conflicting provisions. To this end, the provisions of this Parent Guaranty are declared to be severable. 11. Any notices given or required to be given under this Parent Guaranty shall be given to the parties by certified mail or facsimile transmittal at their respective address and facsimile number below: Page 3 of 4 August 31, 2010

7 If to Guarantor: If to Creditor: (name) (title) (address) (address) (phone) (facsimile) _ (name) _ (title) (address) _(address) _ (phone) facsimile) IN WITNESS WHEREOF, Guarantor has caused this Parent Guaranty to be signed in the name and on behalf of Guarantor by its authorized representative as of this day of, 20. By: Name: Title: Page 4 of 4 August 31, 2010

8 Pepco Letter of Credit Requirements Pepco does not provide Suppliers with a Letter of Credit (LOC) template. However, all LOC s must contain the seven (7) critical statements listed below: 1. The complete name, Potomac Electric Power Company, must be listed as the beneficiary. The word Pepco is not acceptable. 2. Partial and multiple drafts are available/allowed credit 3. The letter of credit is subject to either: International Standby Practices (ISP98) 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce Publication No. 600 (UPC) 4. Letter of credit is irrevocable 5. Address for Pepco to forward the necessary documents to draw down/request reimbursement of unpaid fees 6. Letters of Credit will be rejected if indicated that Pepco is responsible for any fees 7. The expiration date and any renewable conditions should be shown Page 1 of 1 October 1, 2010

9 PERFORMANCE BOND ELECTRICITY SUPPLIER KNOW ALL MEN BY THESE PRESENTS That we (electricity supplier name) (hereinafter called the Principal) and (Surety s name) (Surety s address) (hereinafter called the Surety), a corporation organized and existing under the laws of _, (Surety s State of incorporation) are held and firmly bound unto Potomac Electric Power Company (hereinafter called the Obligee), a corporation organized and existing under the laws of the District of Columbia and Virginia, in the full sum of ($ ) to the payment of which sum, well and truly to be made, the Principal and Surety bind ourselves, and each of our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Whereas, the Principal and Obligee have entered into a Supplier Coordination Agreement whereby Obligee has agreed to extend credit or other financial accommodation to Principal; Whereas, Obligee promises to pay amounts owed for credit extended by Obligee in accordance with the terms of the Supplier Coordination Agreement and applicable tariffs and regulations; Whereas, Obligee has required, as a prerequisite to the extension of credit or other financial accommodations to Principal, that Obligee be indemnified by this instrument against any loss on account thereof; Now, therefore, the condition of the above obligation is such that if the Principal shall well and truly pay Obligee, or cause Obligee to be paid, any and all bills rendered for electric service, together with all schedule charges (i.e., late fees) and any costs which may accrue by reason of the furnishing of said electricity, and all in accordance with the subject tariffs and applicable regulations, then this obligation to be void and of no effect, otherwise to be and remain in full force and effect. Page 1 of 2 March 23, 2007

10 Provided Further: 1. This bond is for a term beginning on the date stated below and will remain in effect until cancelled in accordance with paragraph three (3) below, unless a term end date is provided here:. 2. This bond may be extended for additional terms at the option of the Surety, by continuation certificate executed by the Surety. 3. The Surety may cancel this bond by written notice served by certified mail to Obligee and stating therein the effective date of such cancellation, which date shall not be less than thirty (30) days after receipt of such notice by the Potomac Electric Power Company. Signed, sealed and dated this 20 _. day of Principal By: (Witness) Surety By: (Witness) Page 2 of 2 March 23, 2007