CREDIT AGREEMENT (FIVE YEAR) among CONECTIV, INC. (to be renamed Conectiv)Credit Agreement • May 10th, 1999 • Conectiv Inc • Electric & other services combined • New York
a) A registration statement (No. ), together with amendments thereto, if any, with respect to the Securities has been prepared by the Company and filed with the Securities and Exchange Commission (the "Commission") in conformity with the rules,...Distribution Agreement • May 11th, 1999 • Conectiv Inc • Electric & other services combined • New York
RECITALSPurchase Agreement • June 8th, 1998 • Conectiv Inc • Electric & other services combined • New Jersey
Exhibit B-1.3 SERVICE AGREEMENT This Service Agreement is executed this 1st day of March, 1998, by and between Conectiv Resource Partners, Inc., a Delaware corporation and a mutual service company formed under the terms of the Public Utility Holding...Service Agreement • December 18th, 1998 • Conectiv Inc • Electric & other services combined
CREDIT AGREEMENT (364-DAY) among CONECTIVCredit Agreement • May 10th, 1999 • Conectiv Inc • Electric & other services combined • New York
SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT BY AND BETWEEN ATLANTIC CITY ELECTRIC COMPANY AND NRG ENERGY, INC.Purchase and Sale Agreement • November 8th, 2001 • Conectiv • Electric & other services combined • Delaware
DP&L-PEACH BOTTOM) CONFORMED PURCHASE AGREEMENTPurchase Agreement • January 7th, 2000 • Conectiv • Electric & other services combined • Pennsylvania
amongMerger Agreement • February 13th, 2001 • Conectiv • Electric & other services combined • Delaware
ACE-PEACH BOTTOM) CONFORMED PURCHASE AGREEMENTPurchase Agreement • January 7th, 2000 • Conectiv • Electric & other services combined • Pennsylvania
First Amendment to Operating Agreement of Operating Agreement of Atlantic CNRG Services, L.L.C. Dated April, 1996 CONFIDENTIAL TREATMENT REQUESTEDOperating Agreement • April 4th, 2000 • Conectiv • Electric & other services combined
CONECTIVDistribution Agreement • December 16th, 1997 • Conectiv Inc • Electric & other services combined • New York
STOCKHOLDERS RIGHTS AGREEMENT DATED AS OF APRIL 23, 1998Stockholders Rights Agreement • April 23rd, 1998 • Conectiv Inc • Electric & other services combined • Delaware
RECITALSStockholders Rights Agreement • February 13th, 2001 • Conectiv • Electric & other services combined • Delaware
B.39.2 LIMITED LIABILITY COMPANY AGREEMENT (CONFIDENTIAL TREATMENT REQUESTED)Limited Liability Company Agreement • May 1st, 2001 • Conectiv • Electric & other services combined
FORM OF CHANGE-IN-CONTROL SEVERANCE AGREEMENTChange-in-Control Severance Agreement • March 15th, 2001 • Conectiv • Electric & other services combined • Delaware
Exhibit B-4 AMENDMENT TO PURCHASE AGREEMENT BY AND AMONG DELMARVA POWER & LIGHT COMPANY, PECO ENERGY COMPANY, PSEG POWER LLC AND PSEG NUCLEAR LLC This AMENDMENT dated as of October 3, 2000 (this "Amendment"), by and among Delmarva Power & Light...Purchase Agreement • November 9th, 2000 • Conectiv • Electric & other services combined • Pennsylvania
CONECTIV CHANGE-IN-CONTROL SEVERANCE PLAN FOR CERTAIN EXECUTIVE EMPLOYEES --------------------------- Section 1 INTRODUCTIONChange-in-Control Severance Agreement • March 15th, 2001 • Conectiv • Electric & other services combined
Exhibit B-1.1 Exhibit B-1.1 Sublease Agreement between Conectiv/CNE Energy Services, LLC and Petron Oil Corporation dated August 13, 1998 (includes lease agreement between Delmarva Power & Light Company and Conectiv/CNI Energy Services LLC dated...Sublease Agreement • December 17th, 1998 • Conectiv Inc • Electric & other services combined
1 Exhibit B-2 ASSET TRANSFER AGREEMENT BY AND BETWEEN ATLANTIC CITY ELECTRIC COMPANYAsset Transfer Agreement • June 2nd, 2000 • Conectiv • Electric & other services combined • Delaware
NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT BY AND BETWEEN CONECTIV AND JOHN C. VAN RODEN, JR.Non-Competition, Non-Solicitation, and Confidentiality Agreement • August 14th, 2002 • Conectiv • Electric & other services combined • Delaware
THIS NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT (the “ Agreement ”), is made on this 18th day of June, 2002 by and between Conectiv, with its principal place of business at 800 King Street, P.O. Box 231, Wilmington, Delaware, 19899, including, unless the context clearly otherwise requires, its subsidiaries and affiliates (together, “Conectiv”),and John C. van Roden, Jr. (the “Executive”).
1 EXHIBIT A-5 [FORM OF BID NOTE AGREEMENT*] [Date] Conectiv 800 King Street Wilmington, DE 19899 Attention: Re: Uncommitted Credit Facility for Bid Notes Ladies/Gentlemen: We are pleased to make available to you an uncommitted credit facility for...Uncommitted Credit Facility Agreement • December 16th, 1997 • Conectiv Inc • Electric & other services combined
EXHIBT 10-D CHANGE IN CONTROL SEVERANCE AGREEMENT – JOHN C. VAN RODEN, JR.Change in Control Severance Agreement • August 14th, 2002 • Conectiv • Electric & other services combined • Delaware
This Agreement, dated as of June 18th, 2002, by and between Conectiv, with its principal place of business at 800 King Street, P.O. Box 231, Wilmington, Delaware, 19899 (the “Company”), and John C. van Roden, Jr. (the “Executive”), which is a substitution and replacement of a prior Agreement by and between Company and the Executive dated January 15, 1999.
STOCKHOLDERS RIGHTS AGREEMENT DATED AS OF , 199 ------------- -- -------------------------------------Stockholders Rights Agreement • December 23rd, 1997 • Conectiv Inc • Electric & other services combined • Delaware
Atlantic Energy, Inc. Revolving Credit Agreement dated as Bank of New York, Agent of September 28, 1995 Atlantic City Electric Agreement of Merger dated as of May Not applicable. Company 24, 1949, as amended through May 3, 1991 Mortgage and Deed of...Revolving Credit Agreement, Agreement of Merger, Mortgage and Deed of Trust, Indenture • August 27th, 1997 • Conectiv Inc • Electric & other services combined
Exhibit B-1.2 Exhibit B-1.2 Tank Storage Agreement between Petron Oil Corporation and Atlantic City Electric Company (Confidential Treatment Requested).Tank Storage Agreement • December 18th, 1998 • Conectiv Inc • Electric & other services combined
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 14th, 2002 • Conectiv • Electric & other services combined • Delaware
THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into effective as of the 7th day of June, 2002 (the “Date of Grant”) between Thomas S. Shaw (“Employee”) and Conectiv (the “Company”) and its Subsidiaries (collectively, the “Employer”).
SERVICE AGREEMENT This Service Agreement is executed this ___ day of _______, 199__, by and between Support Conectiv, Inc., a Delaware corporation and a mutual service company formed under the terms of the Public Utility Holding Company Act of 1935...Service Agreement • August 13th, 1997 • Conectiv Inc • Electric & other services combined
B.22.2 Limited Liability Company Operating Agreement (Confidential Treatment Requested)Limited Liability Company Operating Agreement • April 27th, 2000 • Conectiv • Electric & other services combined
250,000,000 CONECTIV 5.30% Notes due 2005 PURCHASE AGREEMENT May 30, 2002Purchase Agreement • September 26th, 2002 • Conectiv • Electric & other services combined • New York
Morgan Stanley & Co. Incorporated Banc of America Securities LLC Fleet Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Conectiv, a Delaware corporation (the "Company"), proposes to issue and sell to the several purchasers named in Schedule I hereto (the "Initial Purchasers") $250,000,000 principal amount of its 5.30% Notes due 2005 (the "Securities") to be issued pursuant to the provisions of an Indenture dated as of May 17, 1999, as supplemented by a Supplemental Indenture No. 1 dated as of June 1, 2002 (the "Indenture") between the Company and Wachovia Trust Company, National Association (formerly First Union Trust Company, National Association), as Trustee (the "Trustee"). The Securities will be offered without being registered under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A
Delmarva Power & Light Restated Certificate and Articles of Not applicable. Company Incorporation Credit Agreement dated as of March 14, Chase Manhattan Bank, as 1995, as amended agent for a group of banksFinancing Arrangements • August 27th, 1997 • Conectiv Inc • Electric & other services combined
ContractSupplemental Indenture • September 26th, 2002 • Conectiv • Electric & other services combined
This SUPPLEMENTAL INDENTURE NO. 1, dated as of June 1, 2002 between Conectiv, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), having its principal office at 800 King Street, Wilmington, Delaware 19899, and Wachovia Trust Company, National Association (formerly First Union Trust Company, National Association), a national banking association, organized and existing under the laws of the United States of America, as trustee (hereinafter called the "Trustee") under the Indenture, dated as of May 17, 1999 (hereinafter called the "Original Indenture"), this Supplemental Indenture No. 1 being supplemental thereto. The Original Indenture and any and all indentures and other instruments supplemental thereto including this Supplemental Indenture No. 1 are hereinafter sometimes collectively called the "Indenture". RECITALS OF THE COMPANY The Company duly authorized, executed and delivered the Original In
Exhibit B-1.4 SERVICE AGREEMENT This Service Agreement is executed this 1st day of March, 1998, by and between Conectiv Resource Partners, Inc., a Delaware corporation and a mutual service company formed under the terms of the Public Utility Holding...Service Agreement • December 18th, 1998 • Conectiv Inc • Electric & other services combined
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2002 • Conectiv • Electric & other services combined • New York
This Registration Rights Agreement (the "Agreement") is made and entered into June 4, 2002, between Conectiv, a Delaware corporation (the "Company"), and Morgan Stanley & Co. Incorporated (the "Representative"), as representative of the several initial purchasers named in the Purchase Agreement (the "Initial Purchasers"). This Agreement is made pursuant to the Purchase Agreement dated May 30, 2002 between the Company and the Representative (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $250,000,000 principal amount of the 5.30% Notes due 2005(the "Securities") to be issued by the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purch
Wilmington, Delaware -------------------- FOR VALUE RECEIVED, the undersigned, __________________________________, a __________________ corporation, (the "Company"), hereby unconditionally promises to pay on demand or in any event by _______________...Intrasystem Money Pool Advances Agreement • August 27th, 1997 • Conectiv Inc • Electric & other services combined
1 Exhibit A-9 FORM OF MONEY POOL AGREEMENT This Agreement is executed this day of , 199 , by and between Conectiv (hereinafter referred to as the "Parent Company"), a Delaware Corporation and a holding company registered under the terms of the Public...Money Pool Agreement • December 16th, 1997 • Conectiv Inc • Electric & other services combined • Delaware
