CONECTIV. By: ---------------------------------- Title: ------------------------------- Accepted in New York, New York, as of the date hereof: [AGENT] By ---------------------------------- Title: ------------------------------ [AGENT] By: --------------------------------- Title: ------------------------------
CONECTIV. By -------------------------------- Howaxx X. Xxxxxxxx Chairman and Chief Executive Officer
CONECTIV. ADMINISTRATIVE PROCEDURE This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated [insert date] (the "Distribution Agreement"), between Conectiv (the "Company") and [insert names of agents] (together, the "Agents"), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented or the Indenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. Such procedures shall also be followed with respect to sales of Securities by the Company to an Agent, as principal, unless the Company and such Agent agree to follow different procedures pursuant to a written Terms Agreement. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the "Selling Agent" and, in relation to a purchase of a Security by such Agent as principal as the "Purchasing Agent". The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Posting Rates by Company: The Company and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Securities that may be sold as a result of the solicitation of offers by an Agent. The Company may establish a fixed set of interest rates and maturities for an offering period ("posting"). If the Company decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by Company: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Securities as a Purchasing Agent. 24 -24- The Company will have the sole right to accept offers to purchase Securities and may reject any such offer in whole or in part. The Company will promptly notify the Agent of its acceptance or rejection of an offer to purchase Securi...
CONECTIV. By:___________________________ Title:________________________ Accepted in New York, New York, as of the date hereof: [PURCHASING AGENT] By:___________________________ SCHEDULE TO ANNEX I Title of Purchased Securities: Aggregate Principal Amount: Price to Public: Purchase Price: Method of and Specified Funds for Payment of Purchase Price: [By certified or official bank check or checks, payable to the order of the Company, in immediately available funds] [By wire transfer to a bank account specified by the Company in immediately available funds] Time of Delivery: Closing Location: Maturity:
CONECTIV. By: ------------------------------------------- Name: Title: THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent and as a Lender By: ------------------------------------------- Name: Title: FIRST UNION NATIONAL BANK, as Syndication Agent and as Lender By: ------------------------------------------- Name: Title: NATIONSBANK, N.A., as Documentation Agent and as Lender By: ------------------------------------------- Name: Title: ABN AMRO BANK N.V. By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By: ------------------------------------------- Name: Title: THE BANK OF NOVA SCOTIA By: ------------------------------------------- Name: Title: CIBC, INC. By: ------------------------------------------- Name: Title: BANCA MONTE DEI PASCHI DI SIENA S.P.A. NEW YORK BRANCH By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: BANK OF MONTREAL By: ------------------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS BRANCH By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: PNC BANK, NATIONAL ASSOCIATION By: ------------------------------------------- Name: Title: THE SANWA BANK, LIMITED, NEW YORK BRANCH By: ------------------------------------------- Name: Title: BANCA POPOLARE DI MILANO, NEW YORK By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: BANK HAPOALIM B.M. By: ------------------------------------------- Name: Title: By: ------------------------------------------- Name: Title: FNB BANK By: ------------------------------------------- Name: Title: WILMINGTON TRUST COMPANY By: ------------------------------------------- Name: Title: THE BANK OF NEW YORK By: ------------------------------------------- Name: Title: MELLON BANK, N.A. By: ------------------------------------------- Name: Title: UNION BANK OF CALIFORNIA, N.A. By: ------------------------------------------- Name: Title: THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED NEW YORK BRANCH By: ------------------------------------------- Name: Title: BAYERISCHE LANDESBANK GIROZENTRALE CAYMAN ISLANDS BRANCH By: ----------...
CONECTIV. By: -------------- Name: ------------ Title: ----------- ----------------- [Executive's Name]
