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EXHIBIT 4-7
PECO ENERGY COMPANY
AND
MERIDIAN TRUST COMPANY, AS TRUSTEE
FIRST SUPPLEMENTAL
INDENTURE
DATED AS OF __________ 1, 1995
TO
INDENTURE
DATED AS OF JULY 1, 1994
PROVIDING FOR THE ISSUANCE OF
_____% DEFERRABLE INTEREST SUBORDINATED DEBENTURES, SERIES B
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TABLE OF CONTENTS
Page
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ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
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SECTION 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2
THE SERIES B DEBENTURES
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SECTION 2.01 Form of the Series B Debentures; Denominations . . . . . . . . . . . . . . . . . . 2
ARTICLE 3
REDEMPTION
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SECTION 3.01 Redemption; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3.02. Compliance with Terms of Indenture . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 4
EXTENSION PERIOD
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SECTION 4.01 Limitation on Right of Company to Extend Interest Payment Period . . . . . . . . . 4
ARTICLE 5
CONCERNING THE TRUSTEE
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SECTION 5.01. Not Responsible for Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 5.02. Qualification Under Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . 4
ARTICLE 6
MISCELLANEOUS
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SECTION 6.01 Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.02 Severability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.03 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.04 No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.05. Use of Term "Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.06. Confirmation of Original Indenture . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 6.07 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 6.08 Multiple Original Copies of this Indenture . . . . . . . . . . . . . . . . . . . . 6
SECTION 6.09 Table of Contents; Headings, Etc . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 6.10 Benefits of the Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 6.11. Date of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(i)
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FIRST SUPPLEMENTAL INDENTURE, dated as of 1, 1995, by and
between PECO Energy Company, a Pennsylvania corporation (the "Company"), and
Meridian Trust Company, a Pennsylvania trust company, as trustee (the
"Trustee"), to an Indenture, dated as of July 1, 1994, by and between the
Company and the Trustee (the "Original Indenture", together with this
Supplemental Indenture, the "Indenture").
WHEREAS, the Company has formed a wholly owned subsidiary,
PECO Energy Capital Corp., which is the general partner of PECO Energy Capital,
L.P., a Delaware limited partnership ("PECO Energy Capital"), to issue in
series from time to time its limited partner interests ("Preferred Securities")
and to loan the proceeds thereof, together with the investment by PECO Energy
Capital Corp. in PECO Energy Capital, to the Company and to effect other
similar arrangements.
WHEREAS, the Company has duly executed and delivered to the
Trustee the Original Indenture to provide for the issue of one or more series
of deferrable interest subordinated debentures (herein sometimes called the
"Debentures"), issuable as in the Indenture provided, and authorized and issued
the initial series of Debentures which were designated therein as the 9%
Deferrable Interest Subordinated Debentures, Series A; and
WHEREAS, the Company desires to effect the exchange of Trust
Receipts, each representing a __% Cumulative Monthly Income Preferred Security,
Series B of PECO Energy Capital for _______ Depositary Shares, each
representing a one-fourth interest in a share of $7.96 Cumulative Preferred
Stock of the Company and the Company has authorized the issuance of $_______
aggregate principal amount of its ____% Deferrable Subordinated Debentures,
Series B (the "Series B Debentures") under this First Supplemental Indenture
for such purpose;
WHEREAS, all things necessary to make the Series B Debentures
when duly issued and executed by the Company and authenticated and delivered
hereunder, the valid obligations of the Company, and to make this Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done.
NOW THEREFORE:
Each of the Company and the Trustee, intending to be legally
bound hereby, agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Series B Debentures:
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ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01 DEFINITIONS.
"Additional Interest", with respect to the Series B
Debentures, means amounts, if any, which PECO Energy Capital would be required
to pay as taxes, duties, assessments or governmental charges of whatever nature
(other than withholding taxes) imposed by the United States, or any other
taxing authority, with respect to the Series B Debentures.
"Additional Payments" means an amount equal to interest on the
principal amount of the Series B Debentures at the rate of 7.96% per annum from
and including November 1, 1995 through but not including the Issue Date of the
Series B Debentures, payable on the first interest payment date for the Series
B Debentures.
"Exchange Agent" means First Chicago Trust Company of New York
in its capacity as the Exchange Agent under an Exchange Agreement dated as of
_______, 1995 between the Company and the Exchange Agent.
"Issue Date" means _____________, 1995.
"Series B Debentures" means any of the Company's _____%
Deferrable Interest Subordinated Debentures, Series B issued under this
Supplemental Indenture.
"Series B Debentureholder" or "Series B Holder" means a
Person in whose name a Series B Debenture is registered on the Registrar's
books.
"Series B Preferred Securities" means the ___% Cumulative
Monthly Income Preferred Securities, Series B, representing limited partner
interests of PECO Energy Capital.
Unless otherwise defined herein, all other capitalized terms
used herein have the meanings set forth in the Original Indenture.
ARTICLE 2
THE SERIES B DEBENTURES
SECTION 2.01 FORM OF THE SERIES B DEBENTURES; DENOMINATIONS.
The Series B Debentures and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A
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attached hereto. The terms and provisions contained in the Series B
Debentures, a form of which is annexed hereto as Exhibit A, shall constitute,
and are hereby expressly made, a part of this Supplemental Indenture. The
Company and the Trustee, by their execution and delivery of this First
Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby.
The Trustee shall authenticate and make available for delivery
the Series B Debentures for original issue in the aggregate principal amount of
$ upon receipt by the Trustee of a Board of Directors resolution and
a written order of the Company signed by two Officers of the Company, but
without any further action by the Company. Upon authentication by the Trustee,
the Series B Debentures shall be delivered by the Trustee as follows:
(i) $_________ of Series B Debentures shall be delivered to the Exchange Agent
in exchange for Depositary Shares and subsequent delivery by the Exchange Agent
(acting pursuant to the directions of the holders of such Depositary Shares)
to PECO Energy Capital and (ii) $_________ of Series B Debentures shall be
delivered to PECO Energy Capital as evidence of the Company's obligation with
respect to the loan to the Company of the investment by PECO Energy Capital
Corp. in PECO Energy Capital on the date of issuance of the Series B
Subordinated Debentures.
The Series B Debentures shall be issuable only in registered
form without coupons and only in denominations of $25.00 and any integral
multiple thereof attached hereto as Exhibit A.
ARTICLE 3
REDEMPTION
SECTION 3.01 REDEMPTION; NOTICE TO TRUSTEE.
(a) The Series B Debentures are subject to redemption
prior to maturity as provided in the form thereof attached hereto as Exhibit A.
(b) If any or all of the Series B Debentures are to be
redeemed pursuant to paragraph (a) above, in addition to the notices required
by the Original Indenture, the Company shall give notice by first class mail,
postage prepaid, to the Trustee at least 40 days prior to the date of such
redemption. Any such notice of redemption shall state the date and price of
redemption.
SECTION 3.02. COMPLIANCE WITH TERMS OF INDENTURE.
In case the Company shall desire to exercise such right to
redeem all or any part of said Series B Debentures as
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hereinbefore provided, it shall comply with all the terms and provisions of
Article III of the Original Indenture applicable thereto, and such redemption
shall be made under and subject to the terms and provisions of said Article III
and in the manner and with the effect therein provided, but at the time or
times and at the respective redemption rates and upon mailing of notice, all as
hereinbefore set forth in Section 3.01 of this Article.
ARTICLE 4
EXTENSION PERIOD
SECTION 4.01 LIMITATION ON RIGHT OF COMPANY TO EXTEND INTEREST PAYMENT
PERIOD.
The Company agrees not to exercise its right under
Section 4.01(b) of the Original Indenture to extend the interest payment
period for the Debentures for up to 60 months until the Additional Payment has
been paid in full. The Company also agrees that no extended interest payment
period shall extend beyond the stated maturity date or redemption date of the
Series B Debentures.
ARTICLE 5
CONCERNING THE TRUSTEE
The Trustee hereby reaffirms acceptance of the trust herein
declared and provided and agrees to perform the same upon the terms and
conditions set forth in the Indenture, as supplemented by this First
Supplemental Indenture, and upon the following terms and conditions:
SECTION 5.01. NOT RESPONSIBLE FOR RECITALS.
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this First Supplemental
Indenture or the due execution thereof by the Company or for or in respect of
the recitals contained herein, all of which recitals are made solely by the
Company.
SECTION 5.02. QUALIFICATION UNDER TRUST INDENTURE ACT OF 1939.
The Trustee hereby acknowledges that the Company proposes to
qualify this First Supplemental Indenture under the Trust Indenture Act of
1939, as amended.
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ARTICLE 6
MISCELLANEOUS
SECTION 6.01 TRUST INDENTURE ACT CONTROLS.
If any provision of this First Supplemental Indenture limits,
qualifies or conflicts with the duties imposed by operation of subsection (c)
of Section 318 of the TIA, the imposed duties shall control. The provisions of
Sections 310 to 317, inclusive, of the TIA that impose duties on any Person
(including provisions automatically deemed included in an indenture unless the
indenture provides that such provisions are excluded) as a part of and govern
this First Supplemental Indenture, except as, and to the extent, they are
expressly excluded from this Supplemental Indenture, as permitted by the TIA.
SECTION 6.02 SEVERABILITY CLAUSE.
If any provision in this First Supplemental Indenture or in
the Series B Debentures shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
SECTION 6.03 GOVERNING LAW.
This First Supplemental Indenture and the Series B Debentures
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania as applied to contracts made and performed within
the Commonwealth of Pennsylvania, without regard to its principles of conflicts
of laws.
SECTION 6.04 NO RECOURSE AGAINST OTHERS.
No director, officer, employee or stockholder, as such, of the
Company shall have any liability for any obligations of the Company under the
Series B Debentures or this First Supplemental Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Series B Debenture, each Series B Debentureholder shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issue of the Series B Debentures.
SECTION 6.05. USE OF TERM "TRUSTEE".
Unless otherwise clearly required by the context, the term,
"Trustee," or any other equivalent term used in this First
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Supplemental Indenture shall be held and construed to mean the trustee under
the Indenture for the time being whether the original or a successor trustee.
SECTION 6.06. CONFIRMATION OF ORIGINAL INDENTURE.
As supplemented by this First Supplemental Indenture, the
Original Indenture is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be read, taken and construed as a part of the
Indenture so that all of the rights, remedies, terms, conditions, covenants and
agreements of the Original Indenture shall apply and remain in full force and
effect with respect to this First Supplemental Indenture and to the Series B
Debentures issued hereunder.
SECTION 6.07 SUCCESSORS.
All agreements of the Company in this First Supplemental
Indenture and the Series B Debentures shall bind its successors and assigns.
All agreements of the Trustee in this First Supplemental Indenture shall bind
its successors and assigns.
SECTION 6.08 MULTIPLE ORIGINAL COPIES OF THIS INDENTURE.
The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. Any signed copy shall be sufficient
proof of this First Supplemental Indenture.
SECTION 6.09 TABLE OF CONTENTS; HEADINGS, ETC.
The Table of Contents, Cross-Reference Table, and headings of
the Articles and Sections of this First Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.
SECTION 6.10 BENEFITS OF THE INDENTURE.
Except as expressly provided in Article 10 of the Original
Indenture, nothing in this First Supplemental Indenture or in the Series B
Debentures, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the Series B Holders and the
Special Representative, any benefit or any legal or equitable right, remedy or
claim under this First Supplemental Indenture.
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SECTION 6.11. DATE OF INDENTURE.
This First Supplemental Indenture is dated as of __________ 1,
1995, but was actually executed and delivered on __________ __, 1995.
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SIGNATURES
IN WITNESS WHEREOF, the undersigned, being duly authorized,
have executed this First Supplemental Indenture on behalf of the respective
parties hereto as of the date first above written.
PECO ENERGY COMPANY
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
MERIDIAN TRUST COMPANY,
AS TRUSTEE
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
PECO Energy Capital, L.P.
By its General Partner,
PECO Energy Capital Corp.
By
---------------------
Solely for the purposes stated
in the recitals hereto.
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EXHIBIT A
_____% DEFERRABLE INTEREST SUBORDINATED DEBENTURES,
SERIES B DUE 2025
No. 1
PECO Energy Company, a Pennsylvania corporation (the "Company"), which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to PECO Energy Capital, L.P. or
registered assigns, the principal sum of ______________________________________
__________________________________ Dollars on _______ __, 2025, and to pay
interest on said principal sum from __________ ___, 1995 (the "Issue Date") or
from the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for, monthly in
arrears on the last day of each calendar month of each year commencing
__________ 1, 1995 at the rate of ___% per annum plus Additional Interest, if
any, until the principal hereof shall have become due and payable, and on any
overdue principal and premium, if any, and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The Company also promises to pay to PECO
Energy Capital, L.P. or registered assigns on _________, 1995 an amount (the
"Additional Payment") equal to interest on the principal amount hereof at the
rate of 7.96% per annum from and including November 1, 1995 through but not
including the Issue Date. If at any time PECO Energy Capital, L.P. ("PECO
Energy Capital") would be required to pay any taxes, duties, or other
governmental charges (other than withholding taxes) imposed by the United
States, or any other taxing authority, then, in any such case, the Company also
will pay as Additional Interest such amounts as shall be required so that the
net amounts received and retained by PECO Energy Capital after paying any such
taxes, duties, or other governmental charges will not be less than the amounts
PECO Energy Capital would have received had no such taxes, duties, assessments
or other governmental charges been imposed.
The amount of interest payable on any Interest Payment Date
(and the Additional Payment) shall be computed on the basis of a 360-day year
of twelve 30-day months. In the event that any date on which interest is
payable on the Series B Debentures is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day,
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in each case with the same force and effect as if made on such date. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Debenture is registered at the close of business on
the regular record date for such interest installment, which shall be the
fifteenth day of the month of, or in the case of an Interest Payment Date which
is on the first Business Day of a month, the fifteenth day of the month next
preceding, such Interest Payment Date. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holders on such regular record date, and may be paid to the person
in whose name this Debenture is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered holders of
this series of Debentures not less than 10 days prior to such special record
date, as more fully provided in the Indenture hereinafter referred to. The
principal of (and premium, if any) and the interest on this Debenture shall be
payable at the office or agency of the Company maintained for that purpose in
Wilmington, Delaware in any coin or currency of the United States of America
which at the time of payment is legal tender for payment of public and private
debts; provided however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder at such address as shall
appear in the Debenture Register. Notwithstanding the foregoing, so long as
the holder of this Debenture is PECO Energy Capital, the payment of the
principal of (and premium) and interest (including the Additional Payment and
Additional Interest, if any) in this Debenture will be made at such place and
to such account as may be designated by PECO Energy Capital.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. Each Holder
of this Debenture, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on its behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee its attorney-in-fact for
any and all such purposes. Each Holder hereof, by its acceptance hereof,
hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter incurred, and waives reliance by each such
Holder upon said provisions.
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This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the "Series B
Debentures"), specified in the Indenture, limited in aggregate principal amount
as specified in the Indenture, issued under and pursuant to an Indenture dated
as of July 1, 1994, as supplemented by a First Supplemental Indenture, dated as
of __________ 1, 1995 (as supplemented, the "Indenture") executed and delivered
between the Company and Meridian Trust Company, as trustee (the "Trustee") to
which reference is made to the Indenture for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Debentures. By the terms of the
Indenture, Debentures are issuable in series which may vary as to amount, date
of maturity, rate of interest and in other respects as in the Indenture
provided.
The Series B Debentures are subject to mandatory redemption
prior to maturity at 100% of the principal amount thereof plus accrued interest
to the redemption date as follows:
(i) in whole upon the dissolution of PECO Energy
Capital; and
(ii) in whole or in part upon a redemption of the
Series B Preferred Securities (as defined in
the Indenture), but if in part, in an
aggregate principal amount equal to the
aggregate stated liquidation preference of
the Series B Preferred Securities redeemed.
At the option of the Company, the Series B Debentures are
subject to redemption prior to maturity (i) at any time on or after October 1,
1997 at the option of the Company, in whole or in part, and (ii) if a Tax Event
shall occur and be continuing, in whole (but not in part), and in each case at
100% of the principal amount thereof plus accrued interest to the redemption
date. "Tax Event" shall mean that PECO Energy Capital shall have received an
opinion of counsel (which may be regular counsel to the Company or an
Affiliate, but not an employee thereof) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein affecting taxation, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such interpretation or
pronouncement is announced on or after the date of original issuance of the
Series B Preferred Securities, there is more than an insubstantial risk that
(i) PECO Energy Capital is subject to United States Federal income tax with
respect to interest
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received on the Debentures or PECO Energy Capital will otherwise not be taxed
as a partnership, (ii) interest payable by the Company to PECO Energy Capital
on the Series B Debentures will not be deductible for United States Federal
income tax purposes or (iii) PECO Energy Capital is subject to more than a de
minimis amount of other taxes, duties or other governmental charges.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the Debentures
may be declared, and upon such declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by the Company
with certain conditions set forth therein.
Subject to certain exceptions in the Indenture which require
the consent of every Holder, (i) the Indenture or the Series B Debentures may
be amended with the written consent of the Holders of a majority in aggregate
principal amount of the Series B Debentures at the time outstanding, and (ii)
certain defaults or noncompliance with certain provisions may be waived by the
written consent of the holders of a majority in aggregate principal amount of
the Series B Debentures at the time outstanding. Subject to certain exceptions
in the Indenture, without the consent of any Debentureholder, the Company and
the Trustee may amend the Indenture or the Debentures to cure any ambiguity,
defect or inconsistency, to bind a successor to the obligations of the
Indenture, to provide for uncertificated Debentures in addition to certificated
Debentures, to comply with any requirements of the Debentures or the Securities
and Exchange Commission in connection with the qualification of the Indenture
under the TIA, or to make any change that does not adversely affect the rights
of any Debentureholder. Amendments bind all Holders and subsequent Holders.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at
the rate and in the money herein prescribed.
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After payment in full of the Additional Payment, the Company
shall have the right at any time during the term of the Series B Debentures,
from time to time to extend the interest payment period of such Debentures to
up to 60 consecutive months (the "Extended Interest Payment Period"), at the
end of which period the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the Series B
Debentures to the extent that payment of such interest is enforceable under
applicable law); provided that, during such Extended Interest Payment Period
the Company shall not declare or pay any dividend on, redeem or purchase any of
its capital stock. Prior to the termination of any such Extended Interest
Payment Period, the Company may further extend such Extended Interest Payment
Period, provided that such Period together with all such further extensions
thereof shall not exceed 60 consecutive months. At the termination of any such
Extended Interest Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due, the Company may select a new
Extended Interest Payment period.
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by the registered
holder hereof on the Debenture Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Registrar
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
holder hereof or its attorney duly authorized in writing, and thereupon one or
more new Debentures of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
Prior to presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any Debenture
Registrar may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the
principal hereof and premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any payment agent nor any
Debenture Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon, or otherwise
in respect hereof, or based on or in
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respect of the Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issuance hereof, expressly waived and released.
Debentures of this series so issued are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Debentures of this series are exchangeable for a like aggregate principal
amount of Debentures of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
This Debenture shall not be valid until an authorized officer
of the Trustee manually signs the Trustee's Certificate of Authentication
below.
IN WITNESS WHEREOF, the Company has caused this Debenture to
be signed manually or by facsimile by its duly authorized officers and a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
PECO ENERGY COMPANY
(Seal)
By:
--------------------------
Name:
Title:
Attest:
-----------------------
Dated: , 1995
------- --
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE DEBENTURES REFERRED
TO IN THE WITHIN-MENTIONED INDENTURE.
MERIDIAN TRUST COMPANY, as Trustee
By:
--------------------------
Name
------------------------------
Authorized Signatory
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