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
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
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
