EXHIBIT 4.3
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of June 20, 1996, between Atlantic City
Electric Company, a New Jersey corporation, as "Depositor" and The Bank of New
York (Delaware), a Delaware banking corporation as "Trustee". The Depositor and
the Trustee hereby agree as follows:
1. The trust created hereby shall be known as Atlantic Capital I, in which
name the Trustee, or the Depositor to the extent provided herein, may conduct
the business of the Trust, make and execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustee the sum of $10. The Trustee hereby acknowledges receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustee hereby declares that it will hold the trust estate in trust
for the Depositor. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss.3801, et seq. (the "Business Trust Act"), and that
this document constitutes the governing instrument of the Trust. The Trustee is
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in the form attached hereto.
3. The Depositor and the Trustee will enter into an amended and restated
Trust Agreement, satisfactory to each such party and substantially in the form
included as Exhibit 4.04 to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustee shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.
4. The Depositor and the Trustee hereby authorize and direct the Depositor,
as the sponsor of the Trust,
(i) to file with the Securities and Exchange Commission (the "Commission")
and execute, in each case on behalf of the Trust, (a) the Registration Statement
on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective
or post-effective amendments to such 1933 Act Registration Statement (including
the prospectus and the exhibits contained therein), relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the Preferred
Securities of the Trust under Section 12 of the Securities Exchange Act of 1934,
as amended;
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(ii) to file with one or more national securities exchange (each, an
"Exchange") or the National Association of Securities Dealers ("NASD") and
execute on behalf of the Trust a listing application or applications and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ");
(iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Depositor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of any jurisdiction; and
(iv) to execute on behalf of the Trust such Underwriting Agreements with
one or more underwriters relating to the offering of the Preferred Securities as
the Depositor, on behalf of the Trust, may deem necessary or desirable.
In the event that any filing referred to in clauses (i), (ii) and (iii)
above is required by the rules and regulations of the Commission, any Exchange,
the NASD or state securities or Blue Sky laws, to be executed on behalf of the
Trust by a Trustee, the Depositor and any Trustee appointed pursuant to Section
6 hereof are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be one (1) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustee may resign upon thirty days' prior notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
ATLANTIC CITY ELECTRIC COMPANY,
as Depositor
By: /s/ L.M. Walters
---------------------------------
Name: L.M. Walters
Title: Vice President and Treasurer
THE BANK OF NEW YORK (DELAWARE),
as Trustee
By: /s/ Joseph F. Leary
---------------------------------
Name: Joseph F. Leary
Title: Vice President