EXHIBIT 4-G ----------- AMENDED AND RESTATED TRUST AGREEMENT, DATED AS OF OCTOBER 1, 1998, BY AND AMONG ATLANTIC CITY ELECTRIC COMPANY, AS DEPOSITOR, THE BANK OF NEW YORK, AS PROPERTY TRUSTEE, THE BANK OF NEW YORK (DELAWARE) AS DELAWARE TRUSTEE AND...Trust Agreement • March 26th, 1999 • Atlantic City Electric Co • Electric services • Delaware
SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT BY AND BETWEEN ATLANTIC CITY ELECTRIC COMPANY AND NRG ENERGY, INC.Purchase and Sale Agreement • November 9th, 2001 • Atlantic City Electric Co • Electric services • England
EXHIBIT 4-I -----------Guarantee Agreement • March 26th, 1999 • Atlantic City Electric Co • Electric services • 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 9th, 2001 • Atlantic City Electric Co • Electric services • Delaware
Trustee Indenture (FOR UNSECURED SUBORDINATED DEBT SECURITIES RELATING TO TRUST SECURITIES)Indenture • March 26th, 1999 • Atlantic City Electric Co • Electric services • New York
BETWEEN CEC-ACE, L.P. ANDPurchase Agreement • April 16th, 1999 • Atlantic City Electric Co • Electric services • New Jersey
ATLANTIC CITY ELECTRIC COMPANY $350,000,000 First Mortgage Bonds, 2.300% Series Due 2031 Underwriting AgreementAtlantic City Electric Co • March 10th, 2021 • Electric services • New York
Atlantic City Electric Company, a corporation organized under the laws of the State of New Jersey (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $350,000,000 principal amount of the Company’s First Mortgage Bonds, 2.300% Series due March 15, 2031 the “Securities”). The Securities are to be issued under the Mortgage and Deed of Trust, dated as of January 15, 1937 (the “Mortgage”), as amended and supplemented by various instruments through the date hereof, including the Supplemental Indenture to the Mortgage, dated as of February 15, 2021, establishing the terms of the Securities (the “Supplement”), between the Company and The Bank of New York Mellon (successor in trust to Irving Trust Company), as trustee (the “Trustee”). The Mortgage, together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively
CREDIT AGREEMENT dated as of May 23, 2018 among ATLANTIC CITY ELECTRIC COMPANY, as Borrower, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, andCredit Agreement • May 25th, 2018 • Atlantic City Electric Co • Electric services • New York
THIS CREDIT AGREEMENT (this “Agreement”) dated as of May 23, 2018 is among ATLANTIC CITY ELECTRIC COMPANY, the banks and other financial institutions or entities listed on the signature pages hereof, and U.S. Bank National Association, as Administrative Agent. The parties hereto, intending to be legally bound hereby, agree as follows:
a New Jersey corporation) First Mortgage Bonds, 3.375% Series due September 1, 2024 PURCHASE AGREEMENTPurchase Agreement • August 19th, 2014 • Atlantic City Electric Co • Electric services • New York
Delmarva Power & Light Company Bond Purchase Agreement Dated as of June 9, 2020 First Mortgage Bonds, 2.53% Series due June 9, 2030Purchase Agreement • June 9th, 2020 • Atlantic City Electric Co • Electric services • New York
Schedule A — Information Relating to Purchasers Schedule B — Defined Terms Schedule 5.3 — Disclosure Documents Exhibit A — Form of Supplemental Indenture Exhibit 4.4(a) — Form of Opinion of Ballard Spahr LLP, Special Counsel for the Company Exhibit 4.4(b) — Form of Opinion of General Counsel of the Company Exhibit 4.4(c) — Form of Opinion of Winston & Strawn LLP, Special Counsel for the Purchasers Exhibit 10.4 — U.S. Tax Compliance Certificate
ContractAtlantic City Electric Co • April 6th, 2004 • Electric services
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY THAT IS SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
CREDIT AGREEMENT AMONGCredit Agreement • May 9th, 2005 • Atlantic City Electric Co • Electric services • New York
PEPCO HOLDINGS, INC., POTOMAC ELECTRIC POWER COMPANY, DELMARVA POWER & LIGHT COMPANY and ATLANTIC CITY ELECTRIC COMPANY, as Borrowers,
ContractAtlantic City Electric Co • April 23rd, 2003 • Electric services
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF PEPCO HOLDINGS, INC. THAT (A) THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1)(a) TO PEPCO HOLDINGS, INC. OR ANY OF ITS SUBSIDIARIES, (b) IN THE UNITED STATES TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION SATISFYING THE REQUIREMENTS OF RULE 144A, (c) OUTSIDE THE UNITED STATES IN A TRANSA
Atlantic City Electric Company Bond Purchase Agreement Dated as of June 9, 2020 $100,000,000 First Mortgage Bonds, 3.24% Series due June 9, 2050Bond Purchase Agreement • June 9th, 2020 • Atlantic City Electric Co • Electric services • New York
Schedule A — Information Relating to Purchasers Schedule B — Defined Terms Schedule 5.3 — Disclosure Documents Exhibit A — Form of Supplemental Indenture Exhibit 4.4(a) — Form of Opinion of Ballard Spahr LLP, Special Counsel for the Company Exhibit 4.4(b) — Form of Opinion of General Counsel of the Company Exhibit 4.4(c) — Form of Opinion of Winston & Strawn LLP, Special Counsel for the Purchasers Exhibit 10.4 — U.S. Tax Compliance Certificate
EXHIBIT 10-B PURCHASE AND SALE AGREEMENT BY AND BETWEEN ATLANTIC CITY ELECTRIC COMPANYPurchase and Sale Agreement • April 2nd, 2001 • Atlantic City Electric Co • Electric services • Delaware
THE POLLUTION CONTROL FINANCING AUTHORITY OF SALEM COUNTY REOFFERING AGREEMENT Pollution Control Revenue Refunding Bonds, 1997 Series A (Atlantic City Electric Company Project) due April 15, 2014Reoffering Agreement • June 26th, 2009 • Atlantic City Electric Co • Electric services • New York
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • April 23rd, 2003 • Atlantic City Electric Co • Electric services • New York
AGREEMENT made on the 3rd day of June, 1992 between THE BANK OF NEW YORK, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (the "paying Agent"), and Potomac Capital Investment Corporation, a Delaware corporation having its principal place of business at 900 19th Street, N.W., suite 600, Washington, D.C. 20006 (the "Issuer").
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • April 23rd, 2003 • Atlantic City Electric Co • Electric services • New York
This Issuing and Paying Agency Agreement, dated as of July 7, 2000 (the Agreement"), between Potomac Capital Investment Corporation, a Delaware corporation having its principal place of business at 1801 K Street, N.W., Suite 900, Washington, D.C. 20006 (the "Issuer"), and The Bank of New York, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, Floor 7E, New York, New York 10286, as issuing and paying agent (the "Issuing and Paying Agent"). WHEREAS the Issuer has established a program for the issue of Medium-Term Notes, Series E, With Maturities from 9 Months and 1 Day from Date of Issue through November 30, 2009 (the "Notes"); WHEREAS the Issuing and Paying Agent has agreed to act as Issuing and Paying Agent in connection with the Notes in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receip
INDENTURE SUPPLEMENTALMortgage And • April 6th, 2004 • Atlantic City Electric Co • Electric services
SEC. 3. Approval of Supplemental Indenture by Board of Public Utilities, State of New Jersey not to be construed as approval of other acts 9
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2004 • Atlantic City Electric Co • Electric services • District of Columbia
This EMPLOYMENT AGREEMENT (the" Agreement") is made as of August 1, 2004 between PEPCO HOLDINGS, INC. ("PHI"; the "Company") and ANTHONY J. KAMERICK (the "Executive").
EXHIBIT 10-C PURCHASE AND SALE AGREEMENT BY AND BETWEEN ATLANTIC CITY ELECTRIC COMPANYPurchase and Sale Agreement • April 2nd, 2001 • Atlantic City Electric Co • Electric services • Delaware
PEPCO HOLDINGS, INC. LONG-TERM INCENTIVE PLAN DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENTTerm Incentive Plan Director Non-Qualified Stock Option Agreement • November 9th, 2004 • Atlantic City Electric Co • Electric services
100,000,000 TERM LOAN AGREEMENTTerm Loan Agreement • May 10th, 2013 • Atlantic City Electric Co • Electric services • New York
This TERM LOAN AGREEMENT, dated as of May 10, 2013, is by and among Atlantic City Electric Company (“Borrower”), Lenders (defined herein), KeyBank National Association, as administrative agent, and SunTrust Bank, as documentation agent.
POLLUTION CONTROL FACILITIES LOAN AGREEMENTPollution Control Facilities Loan Agreement • June 2nd, 2020 • Atlantic City Electric Co • Electric services
This POLLUTION CONTROL FACILITIES LOAN AGREEMENT dated as of June 1, 2020 (this “Agreement”) is made by and between THE POLLUTION CONTROL FINANCING AUTHORITY OF SALEM COUNTY, a public body corporate and politic and a political subdivision of the State of New Jersey (the “Issuer”), and ATLANTIC CITY ELECTRIC COMPANY, a New Jersey Corporation (the “Company”).
INDENTURE SUPPLEMENTALMortgage And • March 17th, 2006 • Atlantic City Electric Co • Electric services
SEC. 3. Approval of Supplemental Indenture by Board of Public Utilities, State of New Jersey not to be construed as approval of other acts 9
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 1st, 2015 • Atlantic City Electric Co • Electric services • New York
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 1, 2015 is by and among Pepco Holdings, Inc. (“PHI”), Potomac Electric Power Company (“PEPCO”), Delmarva Power & Light Company (“DPL”), Atlantic City Electric Company (“ACE”; and together with PHI, PEPCO and DPL, each a “Borrower” and collectively the “Borrowers”), the Lenders (as defined below) party hereto, Bank of America, N.A., as syndication agent (the “Syndication Agent”) and as an issuer of letters of credit and Wells Fargo Bank, National Association, as agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Agent”), as the swingline lender and as an issuer of letters of credit. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
Prepared by, Record and Return to: Patrick R. Gillard Ballard Spahr LLPAtlantic City Electric Co • March 10th, 2021 • Electric services
DMFIRM #400267942 v4 This Instrument Prepared By: Patrick R. Gillard Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Phone (215) 864-8536 DELMARVA POWER & LIGHT COMPANY TO THE BANK OF NEW YORK MELLON, Trustee. ________ ONE...Atlantic City Electric Co • February 15th, 2022 • Electric services
Execution Version AmericasActive:16117388.7 AMERICASACTIVE:19586802.4 DELMARVA POWER & LIGHT COMPANY ______________________ BOND PURCHASE AGREEMENT ______________________ DATED AS OF MARCH 20, 2024 $100,000,000 First Mortgage Bonds, 5.24% SERIES DUE...Atlantic City Electric Co • March 20th, 2024 • Electric services • New York
BALTIMORE GAS AND ELECTRIC COMPANY AND AS TRUSTEE INDENTURE DATED AS OF _______________, 20__Baltimore Gas and Electric Company • August 30th, 2019 • Atlantic City Electric Co • Electric services • New York
March 7, 2016 Pepco Holdings, Inc.Atlantic City Electric Co • March 7th, 2016 • Electric services
Execution Version ATLANTIC CITY ELECTRIC COMPANY ______________________ BOND PURCHASE AGREEMENT ______________________ DATED AS OF MARCH 20, 2024 $75,000,000 FIRST MORTGAGE BONDS, 5.55% SERIES DUE MARCH 20, 2054 $75,000,000 FIRST MORTGAGE BONDS, 5.29%...Purchase Agreement • March 20th, 2024 • Atlantic City Electric Co • Electric services • New York
DELMARVA POWER & LIGHT COMPANY TO THE BANK OF NEW YORK MELLON, Trustee. ________ ONE HUNDRED AND TWENTY-FIFTH SUPPLEMENTAL INDENTURE ________ Dated as of June 1, 2020 (but executed on the dates shown on the execution page)Atlantic City Electric Co • June 9th, 2020 • Electric services
This ONE HUNDRED AND TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 2020 (but executed on the dates hereinafter shown), made and entered into by and between DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia, hereinafter called the “Company,” and THE BANK OF NEW YORK MELLON, a New York banking corporation, hereinafter called the “Trustee”;
DMFIRM #411237844 v5 This Instrument Prepared By: Patrick R. Gillard Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Phone (215) 864-8536 DELMARVA POWER & LIGHT COMPANY TO THE BANK OF NEW YORK MELLON, Trustee. ________ ONE...Atlantic City Electric Co • March 20th, 2024 • Electric services
ContractSeverance Agreement • April 23rd, 2003 • Atlantic City Electric Co • Electric services • District of Columbia
SEVERANCE AGREEMENT This Agreement is made the day of , by and between Potomac Electric Power Company (the "Company") and (the "Executive"). WHEREAS, the Company recognizes the need to avoid the loss or serious distraction of the Executive to the detriment of the Company and its stockholders during periods surrounding a Change in Control, when the Executive's undivided attention and commitment to the needs of the Company are particularly important; and WHEREAS, the Executive desires to devote his or her time and energy for the benefit of the Company and its stockholders and not to be distracted during the period surrounding Change in Control; and WHEREAS, the Company and the Executive wish to achieve the foregoing objectives by entering into this Severance Agreement (or, if the Executive previously entered into a Severance Agreement with the Company, wish to better achieve the foregoing objectives by amending and restating such prior Severance Agreement which amended an
