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POTOMAC ELECTRIC POWER COMPANY
0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X.
and
THE BANK OF NEW YORK,
Trustee
000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX
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Supplemental Indenture
Dated as of __________ __, 1998
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Supplemental to Indenture
Dated ___________ __, 1998
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SENIOR NOTES, ____ % SERIES DUE ____
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THIS SUPPLEMENTAL INDENTURE, dated as of ________________, is
entered into by and between Potomac Electric Power Company, a
corporation organized and existing under the laws of the District
of Columbia and the Commonwealth of Virginia (herein called the
"Company"), and The Bank of New York, a New York banking
corporation organized and existing under the laws of the State of
New York (herein called the "Trustee"), having its Corporate Trust
Office at 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxx, Xxx Xxxx, Xxx Xxxx
00000.
WHEREAS, the Company has heretofore executed and delivered to
the Trustee that certain indenture, dated ___________, 1998 (the
"Indenture"), providing for the issuance by the Company from time
to time of its senior debt securities to be issued in one or more
series (the "Senior Notes"); and
WHEREAS, the Company is entitled to have authenticated and
delivered Senior Notes upon compliance with the provisions of the
Indenture; and
WHEREAS, the Company has determined to issue a series of
Senior Notes under the Indenture in the principal amount of
$___,000,000, to be known as Senior Notes, __% Series due ____
(hereinafter called "Senior Notes of ____ Series"); and
WHEREAS, the Indenture provides that certain terms and
provisions of the Senior Notes of any particular series, as
determined by the Board of Directors of the Company, may be
expressed in and provided by the execution of an appropriate
supplemental indenture;
WHEREAS, the Company, in the exercise of the powers and
authority conferred upon and reserved to it under the provisions of
the Indenture and pursuant to appropriate resolutions of its Board
of Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a supplemental indenture in the form hereof
for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid, binding and legal instrument
have been done, performed and fulfilled, and the execution and
delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to
establish the terms of the Senior Notes of ____ Series, and for and
in consideration of the premises and of the covenants contained
herein and in the Indenture, and for other good ad valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Trustee hereby covenant and agree
as follows:
PART I.
DESCRIPTION OF SENIOR NOTES.
Section 1. The Senior Notes of ____ Series shall be
designated as "Senior Notes, __% Series due ____" of the Company.
The Notes of ____ Series shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all
respects be subject to, all of the terms, conditions and covenants
of the Indenture.
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Section 2. Except for Senior Notes of ____ Series issued
pursuant to Sections [304,] 305, 306, 906 or 1107 of the Indenture,
the principal amount of Senior Notes of ____ Series which may be
authenticated and delivered hereunder is limited to $___,000,000
aggregate principal amount.
Section 3. The principal of the Senior Notes of ____ Series
shall be due and payable on __________________.
Section 4. Each Senior Note of ____ Series shall be dated as
of the date of its authentication. Each Senior Note of ____ Series
shall bear interest at the rate of________________ (___%) per annum
from _________________ or from the most recent Interest Payment
Date (as hereinafter defined) to which interest has been paid or
duly provided for [and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of __% per annum
on any overdue principal and premium and on any overdue installment
of interest]. Interest shall be calculated on the basis of a 360-
day year of twelve 30-day months. Interest on the Senior Notes of
___ Series shall be payable semiannually on the ____ day of _______
and the ____ day of _________ in each year (each such
______________ and _________________, an "Interest Payment Date"),
commencing _______________. The interest payable, and punctually
paid or duly provided for, on any Interest Payment Date shall be
paid to the Persons in whose names the Senior Notes of ____ Series
are registered at the close of business on the last business day
which is more than ten days prior to such Interest Payment Date
(each such date, a "Regular Record Date"). Any such interest not
so punctually paid or duly provided for will forthwith cease to be
payable to the holder of Senior Notes of ___ Series on such Regular
Record Date and may either be paid to the Persons in whose name the
Senior Notes of ___ Series are registered at the close of business
on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to
holders of Senior Notes of ___ Series not less than ten days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Senior Notes of ___ Series may be
listed, and upon such notice as may be required by such exchange.
Section 5. The Senior Notes of ____ Series shall be payable
as to principal, premium, if any, and interest in such coin or
currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, and shall
be payable at agency of the Company in the Borough of Manhattan,
The City of New York; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear
on the Security Register.
Section 6. The Senior Notes of ____ Series shall be issued in
registered form without coupons in denominations of any multiple of
$1,000, numbered consecutively upwards from ____. [The Senior
Notes of ___ Series initially shall be issued in the form of Global
Securities, and The Depository Trust Company is hereby designated
as the Depositary for such Global Securities. Global Securities
representing Senior Notes of ___ Series may be transferred to, and
registered and exchanged for Senior Notes registered in the name
of, a Person other than the Depositary only in accordance with the
terms of Section 305(h) of the Indenture.]
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[Section 7. The Senior Notes of ___ Series shall be subject to
the provisions of Section 1302 Section 1303 of the Indenture.]
Section 8. Until the Release Date, the due and punctual
payment of the principal of, premium, if any, and interest on
Senior Notes of ____ Series shall be secured pursuant to Article
XIV of the Indenture by a series of First Mortgage Bonds issued by
the Company concurrently with the issuance of the Senior Notes of
___ Series, pursuant to a Supplemental Indenture, dated ______,
1998, under the Mortgage and Deed of Trust, dated July 1, 1936, as
amended and supplemented, between the Company and The Bank of New
York, as trustee and as successor in such capacity to The Xxxxx
National Bank of Washington, D.C., and designated as "First
Mortgage Bonds, __% Series due ______" and delivered and pledged by
the Company to the Trustee.
Section 9. The Senior Notes of ____ Series, and the Trustee's
certificate to be endorsed on the Senior Notes of ____ Series,
shall be substantially in the following forms, respectively:
[FORM OF FACE OF SENIOR NOTE OF ___ SERIES]
[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 SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.]
POTOMAC ELECTRIC POWER COMPANY
No._________ $__________
CUSIP No. ______
Potomac Electric Power Company, a corporation duly
organized and existing under the laws of the District of Columbia
and the Commonwealth of Virginia (herein called the "Company",
which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to ____________, or registered assigns, the principal sum of
__________________ [Dollars] on _____________, [if the Senior Notes
of ____ Series are to bear interest prior to Maturity, insert -- ,
and to pay interest thereon from __________ or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on __________ and ___________ in each
year (an "Interest Payment Date"), commencing _________, at the
rate of ___% per annum, until the principal hereof is paid or made
available for payment [if applicable, insert -- , and (to the
extent that the payment of such interest shall be legally
enforceable) at the rate of __% per annum on any overdue principal
and premium and on any overdue installment of interest]. The
interest so payable, and punctually paid or duly provided for, on
any Interest
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Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Senior Note of ____ Series (or one or
more Predecessor Securities) is registered at the close of business
on the last business day which is more than ten days prior to
Interest Payment Date (each such date a "Regular Record Date").
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Senior
Note of ____ Series (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Senior Notes of ____
Series not less than ten days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Senior Notes of ____ Series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture].
Payment of the principal of (and premium, if any) and [if
applicable, insert -- any such] interest on this Security will be
made at the office or agency of the Company maintained for that
purpose [in ____________] in such coin or currency of [the United
States of America] [insert other currency, if applicable] as at the
time of payment is legal tender for payment of public and private
debts [if applicable, insert -- ; provided, however, that at the
option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].
Until the Release Date, the due and punctual payment of
the principal of, premium, if any, and interest on the Senior Notes
of ____ Series is secured pursuant to Article XIV of the Indenture
by a series of First Mortgage Bonds issued by the Company under the
Mortgage and Deed of Trust, dated July 1, 1936, as amended and
supplemented, between the Company and The Bank of New York, as
trustee and as successor in such capacity to The Xxxxx National
Bank of Washington, D.C., and designated as "First Mortgage Bonds,
__% Series due ______" and delivered and pledged by the Company to
the Trustee.
Reference is hereby made to the further provisions of the
Senior Notes of ____ Series set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Senior Note of ____ Series shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
POTOMAC ELECTRIC POWER COMPANY
By:___________________________
Attest:
_____________________
[FORM OF TRUSTEE'S CERTIFICATE]
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK
Dated:
As Trustee
By:_________________________
Authorized Signatory
[FORM OF REVERSE OF SENIOR NOTES OF __ SERIES]
This Senior Note of ____ Series is one of a duly
authorized issue of securities of the Company, issued and to be
issued in under an Indenture, dated as of __________, 1998 (herein
called the "Indenture"), between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Senior Notes of ____ Series and of the terms upon
which the Senior Notes of ____ Series are, and are to be,
authenticated and delivered. This Senior Note of ____ Series is
one of the series designated on the face hereof[, limited in
aggregate principal amount to $ ________].
[If applicable, insert -- The Senior Notes of ____ Series
are subject to redemption upon not less than 30 days' notice by
mail, [if applicable, insert ---- (i) on ___________ in any year
commencing with the year ____ and ending with
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the year ____ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and
(ii)] at any time on or after _________, 19__], as a whole or in
part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If
redeemed [on or before ___________, __%, and if redeemed] during
the 12-month period beginning _________ of the years indicated,
Redemption Redemption
Year Price Year Price
---- ---------- ---- ----------
and thereafter at a Redemption Price equal to ___% of the principal
amount, together in the case of any such redemption [if applicable,
insert -- (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of Senior Notes of
____ Series, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]
[If applicable, insert -- The Senior Notes of ____ Series
are subject to redemption upon not less than 30 days' notice by
mail, (i) on _______ in any year commencing with the year ____ and
ending with the year ____ through operation of the sinking fund for
this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (ii) at any
time [on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below:
If redeemed during the 12-month period beginning ___________ of the
years indicated,
Redemption Price Redemption Price For
For Redemption Redemption Otherwise
Through Operation Than Through Operation
Year of the Sinking Fund of the Sinking Fund
---- ------------------- ----------------------
and thereafter at a Redemption Price equal to ___% of the principal
amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of Senior Notes of ____ Series, or one or
more Predecessor Securities, of record at the close of business on
the relevant Record Date referred to on the face hereof, all as
provided in the Indenture.]
[The sinking fund for this series provides for the
redemption on ________ in each year beginning with the year ____
and ending with the year of____ [not less than $_________
("mandatory sinking fund") and not more than] $________ aggregate
principal amount of Senior Notes of ____ Series acquired or
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redeemed by the Company otherwise than through [mandatory] sinking
fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made [if applicable,
insert -- in the inverse order in which they become due].
[If the Senior Notes of ____ Series are subject to
redemption, insert -- In the event of redemption of this Senior
Note of ____ Series in part only, a new Senior Note of ____ Series
and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]
[If applicable, insert -- The Senior Notes of ____ Series
are not subject to redemption prior to maturity.]
[If applicable, insert -- The Indenture contains
provisions for defeasance at any time of [(i)] (the entire
indebtedness evidenced by the Senior Notes of ____ Series] [and
(ii)] [certain restrictive covenants,] [in each case] upon
compliance by the Company with certain conditions set forth
therein, which provisions apply to this Senior Note of ____
Series.]
If an Event of Default with respect to the Senior Notes
of ____ Series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected (voting as a single
class). The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Senior Note of ____ Series
shall be conclusive and binding upon such Holder and upon all
future Holders of this Senior Note of ____ Series and of any
security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Senior Note of ____ Series.
No reference herein to the Indenture and no provision of
this Senior Note of ____ Series or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium or interest
on this Senior Note of ____ Series at the times, place and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Senior Note of
____ Series is registerable in the Security Register, upon
surrender of this Senior Note of ____ Series for registration of
transfer at the office or agency of the Company in any
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place where the principal of and any premium and interest on this
Senior Note of ____ Series are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Senior Notes of ____ Series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Senior Notes of ____ Series are issuable only in
registered form without coupons in denominations of $ ______ and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Senior Notes
of ____ Series are exchangeable for a like aggregate principal
amount of the Senior Notes of ____ Series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Senior Note of ____
Series for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in
whose name this Senior Note of ____ Series is registered as the
owner hereof for all purposes, whether or not this Senior Note of
____ Series be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal
of, or the interest on, this Senior Note of ____ Series, or for any
claim based hereon or otherwise in respect hereof or of the
Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer,
past, present or future, of the Company or of any predecessor or
successor corporation, either directly or through the Company or
any such predecessor or successor corporation, whether for amounts
unpaid on stock subscriptions or by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability, whether at common law, in
equity, by any constitution, statute or otherwise, of
incorporators, stockholders, directors or officers being released
by every owner hereof by the acceptance of this Senior Note of ____
Series and as part of the consideration for the issue hereof, and
being likewise released by the terms of the Indenture.
This Senior Note and the Indenture are governed by and
shall be construed in accordance with the laws of the State of New
York, without regard to the conflicts of law provisions thereof.
All terms used in this Senior Note of ___ Series that are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
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PART II.
ISSUE OF SENIOR NOTES.
Section 1. Senior Notes of____ Series, in the aggregate
principal amount permitted by Section 2 of Part I, may at any time
and from time to time subsequent to the execution hereof be
executed by the Company and delivered to the Trustee and, upon
compliance by the Company with the terms of the Indenture, shall be
authenticated by the Trustee and delivered in accordance with the
terms of the Indenture.
[Section 2. Until Senior Notes of____ Series in definitive
form are ready for delivery, the Company may execute, and upon a
Company Order the Trustee shall authenticate and deliver, in lieu
thereof, Senior Notes of ____ Series in temporary form, as provided
in Section 304 of the Indenture.]
PART III.
REDEMPTION AND CANCELLATION OF SENIOR NOTES
[Section 1. The Senior Notes of ___ Series are not redeemable
prior to __________. The Company shall, in accordance with the
terms of Article XI of the Indenture, have the right to redeem the
Senior Notes of _____ Series, in whole, at any time, or in part,
from time to time, on or after ______________, at the redemption
price applicable to the respective periods set forth in the form of
Senior Note of ___ Series contained in Section 9 of Part I hereof,
together, in each case, with all accrued and unpaid interest
thereon to the redemption date.]
Section 2. All Senior Notes of ___ Series delivered to or
redeemed by the Trustee pursuant to the provisions of this Part III
shall forthwith be cancelled.
PART IV.
MISCELLANEOUS
Section 1. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Indenture.
Section 2. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Senior Notes of
____ Series issued hereunder should be invalid, illegal, or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and
therein shall not in any way be affected, impaired, prejudiced or
disturbed thereby.
Section 3. The recitals contained herein are made by the
Company solely and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or
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sufficiency of this Supplemental Indenture or the due execution
hereof by the Company.
Section 4. This Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, said Potomac Electric Power Company
has caused this Supplemental Indenture to be executed on its behalf
by its President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal and this Supplemental
Indenture to be attested by its Secretary or one of its Assistant
Secretaries; and said The Bank of New York, in evidence of its
acceptance of the trust hereby created, has caused this
Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents, and its corporate seal to
be hereto affixed and said seal and this Supplemental Indenture to
be attested by one of its Assistant Vice Presidents, all as of the
___ day of _______, One thousand nine hundred and ninety-___.
POTOMAC ELECTRIC POWER COMPANY
By: ____________________________
Name:
Title:
Attest:
____________________
Secretary
THE BANK OF NEW YORK, as Trustee
By: _____________________________
Name:
Title:
Attest:
___________________________
