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POTOMAC ELECTRIC POWER COMPANY
0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X.
TO
THE BANK OF NEW YORK
000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX
as Trustee
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Supplemental Indenture
Dated as of __________ __, 199_
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Supplemental to Mortgage and Deed of Trust
Dated July 1, 1936
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FIRST MORTGAGE BONDS, ____ % SERIES DUE ____
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POTOMAC ELECTRIC POWER COMPANY
SUPPLEMENTAL INDENTURE DATED AS OF __________ __, 199_
TABLE OF CONTENTS*
PAGE
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART I
Description of Bonds
Section 1. General description of Bonds of ____ Series. . . . . .
Section 2. Form of face of Bond of ____ Series. . . . . . . . . .
Form of Trustee's certificate. . . . . . . . . . . . .
Text appearing on reverse side of Bond of ____ Series.
Section 3. Denominations of Bonds of ____ Series. . . . . . . . .
Section 4. Execution and form of temporary Bonds of ___ Series. .
PART II
Issue of Bonds
Section 1. Limitation as to principal amount. . . . . . . . . . .
Section 2. Issue of Bonds of ___ Series . . . . . . . . . . . . .
PART III
Redemption at Option of Company
Section 1. Bonds of ____ Series redeemable. . . . . . . . . . . .
Section 2. Event of Default under Senior Note Indenture . . . . .
Section 3. Occurrence of Release Date . . . . . . . . . . . . . .
Section 4. Cancellation . . . . . . . . . . . . . . . . . . . . .
PART IV
Additional Particular Covenants of the Company
Section 1. Company not to withdraw moneys pursuant to Section 2 of
Article VIII in excess of an amount equal to principal
amount of issued refundable bonds. . . . . . . . . . .
Section 2. No property additions made on or prior to December 31,
1946 to be used for any purpose under the Indenture .
PART V
Amendment of Indenture to Permit Qualification Under Trust
Indenture Act of 1939. . . . . . . . . . . . . . . . . . . .
PART VI
Amendment of Original Indenture. . . . . . . . . . . . . . . . . .
PART VII
The Trustee
Acceptance of trusts by the Trustee. . . . . . . . . . . . . . . .
Trustee not responsible for validity of the Supplemental Indenture
PART VIII
Miscellaneous Provisions
Execution of Supplemental Indenture in counterparts. . . . . . . .
Appointment of attorneys-in-fact by parties. . . . . . . . . . . .
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Execution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company's Acknowledgments. . . . . . . . . . . . . . . . . . . . .
Trustee's Acknowledgments. . . . . . . . . . . . . . . . . . . . .
____________________
The Table of Contents is not part of the Supplemental
Indenture and should not be considered as such. It is included
herein only for purposes of convenient reference.
ii
SUPPLEMENTAL INDENTURE, dated as of the ___ day of _________,
nineteen hundred and ninety-_________ (199_), made by and between
Potomac Electric Power Company, a corporation organized and
existing under the laws of the District of Columbia and a domestic
corporation of the Commonwealth of Virginia (hereinafter sometimes
called the "Company"), party of the first part, and The Bank of New
York, a New York banking corporation organized and existing under
the laws of the State of New York (hereinafter sometimes called the
"Trustee"), as trustee under the Mortgage and Deed of Trust dated
July 1, 1936, hereinafter mentioned, party of the second part;
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust, dated July 1, 1936 (hereinafter
sometimes referred to as the "Original Indenture"), to The Xxxxx
National Bank of Washington, D.C., as trustee, to secure an issue
of First Mortgage Bonds of the Company, issuable in series; and
WHEREAS, the Trustee has succeeded The Xxxxx National Bank of
Washington, D.C. as trustee under the Original Indenture pursuant
to Article XIII, Section 3 thereof; and
WHEREAS, pursuant to the terms and provisions of the Original
Indenture, indentures supplemental thereto dated as of July 1,
1936, December 1, 1939, August 1, 1940, August 1, 1942, January 1,
1948, May 1, 1949, May 1, 1950, March 1, 1952, May 15, 1953, May
16, 1955, June 1, 1956, December 1, 1958, November 16, 1959,
December 1, 1960, February 15, 1963, May 15, 1964, April 1, 1966,
May 1, 1967, February 15, 1968, March 15, 1969, February 15, 1970,
August 15, 1970, September 15, 1972, April 1, 1973, January 2,
1974, August 15, 1974, August 15, 1974, June 15, 1977, July 1,
1979, June 16, 1981, June 17, 1981, December 1, 1981, August 1,
1982, October 1, 1982, April 15, 1983, November 1, 1985, March 1,
1986, November 1, 1986, March 1, 1987, September 16, 1987, May 1,
1989, August 1, 1989, April 5, 1990, May 21, 1991, May 7, 1992,
September 1, 1992, November 1, 1992, March 1, 1993, March 2, 1993,
July 1, 1993, August 20, 1993, September 29, 1993, September 30,
1993, October 1, 1993, February 10, 1994, February 11, 1994, March
10, 1995, September 6, 1995, September 7, 1995 and October 2, 1997
have been heretofore entered into between the Company and the
Trustee to provide, respectively, for the creation of the first
through the sixty-second series of Bonds thereunder and, in the
case of the supplemental indentures dated January 1, 1948, March 1,
1952, May 15, 1953, May 16, 1955, June 1, 1956, September 15, 1972,
July 1, 1979, June 17, 1981, November 1, 1985, September 16, 1987,
May 1, 1989, May 21, 1991, May 7, 1992, July 1, 1993, October 2,
1997 and one of the supplemental indentures dated August 15, 1974,
to convey additional property; and
WHEREAS, $20,000,000 principal amount of Bonds of the 3-1/4%
Series due 1966 (the first series), $5,000,000 principal amount of
Bonds of the 3-1/4% Series due 1974 (the second series),
$10,000,000 principal amount of Bonds of the 3-1/4% Series due 1975
(the third series), $5,000,000 principal amount of Bonds of the
3-1/4% Series due 1977 (the fourth series), $15,000,000 principal
amount of Bonds of the 3% Series due 1983 (the fifth series),
$10,000,000 principal amount of Bonds of the 2-7/8% Series due 1984
(the sixth series), $30,000,000 principal amount of Bonds of the
2-3/4% Series due 1985 (the seventh series), $15,000,000 principal
amount of Bonds of the 3-1/4% Series due 1987 (the eighth series),
$10,000,000 principal amount of Bonds of the 3-7/8% Series due 1988
(the ninth series), $10,000,000 principal amount of Bonds of the
3-3/8% Series due 1990 (the tenth series), $10,000,000 principal
amount of Bonds of the 3-5/8%
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Series due 1991 (the eleventh series), $25,000,000 principal amount
of Bonds of the 4-5/8% Series due 1993 (the twelfth series),
$15,000,000 principal amount of Bonds of the 5-1/4% Series due 1994
(the thirteenth series), $40,000,000 principal amount of Bonds of
the 5% Series due 1995 (the fourteenth series), $50,000,000
principal amount of Bonds of the 4-3/8% Series due 1998 (the
fifteenth series); $45,000,000 principal amount of Bonds of the
7-3/4% Series due 2004 (the twentieth series), $35,000,000
principal amount of Bonds of the 8.85% Series due 2005 (the twenty-
first series), $70,000,000 principal amount of Bonds of the 9-1/2%
Series due August 15, 2005 (the twenty-second series), $50,000,000
principal amount of Bonds of the 7-3/4% Series due 2007 (the
twenty-third series), $25,000,000 principal amount of Bonds of the
5-5/8% Series due 1997 (the twenty-fourth series), $100,000,000
principal amount of Bonds of the 8-3/8% Series due 2009 (the
twenty-fifth series), $50,000,000 principal amount of Bonds of the
10-1/4% Series due 1981 (the twenty-sixth series), $50,000,000
principal amount of Bonds of the 10-3/4% Series due 2004 (the
twenty-seventh series), $38,300,000 principal amount of Bonds of
the 6-1/8% Series due 2007 (the twenty-eighth series), $15,000,000
principal amount of Bonds of the 6-1/2% Series due 2004 (the
twenty-ninth series), $20,000,000 principal amount of Bonds of the
6-1/2% Series due 2007 (the thirtieth series), $7,500,000 principal
amount of Bonds of the 6-5/8% Series due 2009 (the thirty-first
series), $30,000,000 principal amount of Bonds of the Floating Rate
Series due 2010 (the thirty-second series), $50,000,000 principal
amount of Bonds of the 14-1/2% Series due 1991 (the thirty-third
series), $60,000,000 principal amount of Bonds of the 14-1/4%
Series due 1992 (the thirty-fifth series), $50,000,000 principal
amount of Bonds of the 11-7/8% Series due 1989 (the thirty-sixth
series), $37,000,000 principal amount of Bonds of the 8-3/4% Series
due 2010 (the thirty-seventh series), $75,000,000 principal amount
of Bonds of the 11-1/4% Series due 2015 (the thirty-eighth series),
$75,000,000 principal amount of Bonds of the 9-1/4% Series due 2016
(the thirty-ninth series), $75,000,000 principal amount of Bonds of
the 8-3/4% Series due 2016 (the fortieth series), $75,000,000
principal amount of Bonds of the 8-1/4% Series due 2017 (the forty-
first series), $75,000,000 principal amount of Bonds of the 9%
Series due 1990 (the forty-second series), $75,000,000 principal
amount of Bonds of the 9-3/4% Series due 2019 (the forty-third
series) and $75,000,000 principal amount of Bonds of the 8-5/8%
Series due 2019 (the forty-fourth series) have been heretofore
redeemed and retired and there are now issued and outstanding under
the Original Indenture and under the supplemental indentures
referred to above: $45,000,000 principal amount of Bonds of the
4-1/2% Series due 1999 (the sixteenth series); $15,000,000
principal amount of Bonds of the 5-1/8% Series due 2001 (the
seventeenth series); $35,000,000 principal amount of Bonds of the
5-7/8% Series due 2002 (the eighteenth series); $40,000,000
principal amount of Bonds of the 6-5/8% Series due 2003 (the
nineteenth series); $50,000,000 principal amount of Bonds of the
Adjustable Rate Series due 2001 (the thirty-fourth series);
$100,000,000 principal amount of Bonds of the 9% Series due 2000
(the forty-fifth series); $100,000,000 principal amount of Bonds of
the 9% Series due 2021 (the forty-sixth series); $75,000,000
principal amount of Bonds of the 8-1/2% Series due 2027 (the forty-
seventh series); $30,000,000 principal amount of Bonds of the 6%
Series due 2022 (the forty-eighth series); $37,000,000 principal
amount of Bonds of the 6-3/8% Series due 2023 (the forty-ninth
series); $78,000,000 principal amount of Bonds of the 6-1/2% Series
due 2008 (the fiftieth series); $40,000,000 principal amount of
Bonds of the 7-1/2% Series due 2028 (the fifty-first series);
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$100,000,000 principal amount of Bonds of the 7-1/4% Series due
2023 (the fifty-second series); $100,000,000 principal amount of
Bonds of the 6-7/8% Series due 2023 (the fifty-third series);
$50,000,000 principal amount of Bonds of the 5-5/8% Series due 2003
(the fifty-fourth series); $50,000,000 principal amount of Bonds of
the 5-7/8% Series due 2008 (the fifty-fifth series); $75,000,000
principal amount of Bonds of the 6-7/8% Series due 2024 (the fifty-
sixth series); $42,500,000 principal amount of Bonds of the 5-3/8%
Series due 2024 (the fifty-seventh series); $38,300,000 principal
amount of Bonds of the 5-3/8% Series due 2024 (the fifty-eighth
series); $16,000,000 principal amount of Bonds of the 5-3/4% Series
due 2010 (the fifty-ninth series); $100,000,000 principal amount of
Bonds of the 6-1/2% series due 2005 (the sixtieth series);
$75,000,000 principal amount of Bonds of the 7-3/8% Series due 2025
(the sixty-first series); and $175,000,000 principal amount of
Bonds of the 6-1/4% Series due 2007 (the sixty-second series); and
WHEREAS, for the purpose of conforming the Original Indenture
to the standards prescribed by the Trust Indenture Act of 1939 or
otherwise modifying certain of the provisions of the Original
Indenture, indentures supplemental thereto dated December 10, 1939,
August 10, 1942, October 15, 1942, April 1, 1966, June 16, 1981,
June 17, 1981, December 1, 1981, August 1, 1982, October 1, 1982,
April 15, 1983, November 1, 1985, March 1, 1986, November 1, 1986,
March 1, 1987, September 16, 1987, May 1, 1989, August 1, 1989,
April 5, 1990, May 21, 1991, May 7, 1992, September 1, 1992,
November 1, 1992, March 1, 1993, March 2, 1993, July 1, 1993,
August 20, 1993, September 29, 1993, September 30, 1993, October 1,
1993, February 10, 1994, February 11, 1994, March 10, 1995,
September 6, 1995, September 7, 1995 and October 2, 1997 have been
heretofore entered into between the Company and the Trustee, and
for the purpose of conveying additional property, indentures
supplemental thereto dated July 15, 1942, October 15, 1947,
December 31, 1948, December 31, 1949, February 15, 1951, February
16, 1953, March 15, 1954, March 15, 1955, March 15, 1956, April 1,
1957, May 1, 1958, May 1, 1959, May 2, 1960, April 3, 1961, May 1,
1962, May 1, 1963, April 23, 1964, May 3, 1965, June 1, 1966, April
28, 1967, July 3, 1967, May 1, 1968, June 16, 1969, May 15, 1970,
September 1, 1971, June 17, 1981, November 1, 1985, September 16,
1987, May 1, 1989, May 21, 1991, May 7, 1992, July 1, 1993 and
October 2, 1997 have been heretofore entered into between the
Company and the Trustee, and for the purpose of better securing and
protecting the Bonds then or thereafter issued and confirming the
lien of the Original Indenture, an indenture dated October 15, 1942
supplemental thereto has been heretofore entered into between the
Company and the Trustee; the Original Indenture as heretofore
amended and supplemented being hereinafter referred to as the
"Original Indenture as amended"; and
[WHEREAS, the Company is entitled to have authenticated and
delivered additional Bonds on the basis of the net bondable value
of property additions, upon compliance with the provisions of
Section 4 of Article III of the Original Indenture as amended; and]
WHEREAS, the Company has entered into an Indenture, dated as
of __________ __, 1998 (the "Senior Note Indenture"), with The Bank
of New York, as trustee (the "Senior Note Trustee"), providing for
the issuance thereunder of senior debt securities ("Senior Notes");
and
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WHEREAS, the Company has determined to issue pursuant to a
supplemental indenture to be entered into under the Senior Note
Indenture a series of Senior Notes in the principal amount of
$___,000,000, to be known as the Senior Notes, __% Series due ____
(hereinafter called "Senior Notes of ____ Series); and
WHEREAS, pursuant to Article Fourteen of the Senior Note
Indenture, the Company wishes to issue to the Senior Note Trustee,
as security for the Senior Notes of ____ Series, a new Series of
Bonds under the Original Indenture as amended (i) that have an
aggregate principal amount equal to the principal amount of the
Senior Notes of ___ Series, (ii) that have a stated maturity date
not earlier than the stated maturity of the Senior Notes of ___
Series, (iii) that bear interest at a rate equal to the interest
rate borne by the Senior Notes of ____ Series, (iv) that have
interest payment dates that are the same as the interest payment
dates of the Senior Notes of ____ Series, and (v) that in all other
material respects conform as nearly as is practicable to the terms
of the Senior Notes of ____ Series; and
WHEREAS, for such purposes the Company has determined to
issue a sixty-third series of Bonds under the Original Indenture as
amended in the principal amount of $___,000,000, to be known as
First Mortgage Bonds, __% Series due ____ (hereinafter called
"Bonds of ____ Series"); and
WHEREAS, the Original Indenture as amended provides that
certain terms and provisions, as determined by the Board of
Directors of the Company, of the Bonds of any particular series may
be expressed in and provided by the execution of an appropriate
supplemental indenture; and
WHEREAS, the Original Indenture as amended provides that the
Company and the Trustee may enter into indentures supplemental
thereto to add to the covenants and agreements of the Company
contained therein other covenants and agreements thereafter to be
observed; and to surrender any right or power reserved to or
conferred upon the Company in the Original Indenture as amended;
and
WHEREAS, the Company, in the exercise of the powers and
authority conferred upon and reserved to it under the provisions of
the Original Indenture as amended 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 Potomac Electric Power Company, in consideration of the
premises and of One Dollar to it duly paid by the Trustee at or
before the ensealing and delivery of these presents, and for other
valuable considerations, the receipt whereof is hereby
acknowledged, hereby covenants, declares and agrees with the
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Trustee and its successors in the trust under the Original
Indenture as amended, for the benefit of those who hold the Bonds
and coupons, or any of them, issued or to be issued hereunder or
under the Original Indenture as amended, as follows:
PART I.
DESCRIPTION OF BONDS.
SECTION 1. The Bonds of ____ Series shall, subject to the
provisions of Section 1 of Article II of the Original Indenture as
amended, be designated as "First Mortgage Bonds, __% Series due
____" of the Company. The Bonds 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 Original Indenture as amended,
except in so far as the terms and provisions of the Original
Indenture as amended are amended or modified by this Supplemental
Indenture.
The Bonds of ____ Series shall mature __________________, and
shall bear interest at the rate of________________ (___%) per
annum, payable semiannually, commencing _______________, on the
____ day of _______ and the ____ day of ___________________ in each
year (each such ______________ and _________________ being
hereinafter called an "interest payment date"). The Bonds of ____
Series shall be payable as to principal and interest in lawful
money of the United States of America, and shall be payable (as
well the interest as the principal thereof) at the Agency of the
Company in the Borough of Manhattan, The City of New York.
Upon any payment of the principal of, premium, if any, and
interest on, all or any portion of the Senior Notes of ____ Series,
whether at maturity or prior to maturity by redemption or
otherwise, or upon provision for the payment thereof having been
made in accordance with Section ___ of the Senior Note Indenture,
Bonds of ____ Series in a principal amount equal to the principal
amount of such Senior Notes of ____ Series shall, to the extent of
such payment of principal, premium, if any, and interest, be deemed
paid and the obligation of the Company thereunder to make such
payment shall be discharged to such extent and, in the case of the
payment of principal (and premium, if any) Bonds of _____ Series
shall be surrendered to the Company for cancellation as provided in
Section 1409 of the Senior Note Indenture. The Trustee may at
anytime and all times conclusively assume that the obligation of
the Company to make payments with respect to the principal of,
premium, if any, and interest on the Bonds of ____ Series, so far
as such payments at the time have become due, has been fully
satisfied and discharged pursuant to the foregoing sentence unless
and until the Trustee shall have received a written notice from the
Senior Note Trustee signed by one of its officers stating (i) that
timely payment of principal of or premium or interest on, the
Senior Notes of ____ Series has not been so made and (ii) providing
the details of such nonpayment.
Subject to the preceding paragraph, the interest payable on
any interest payment date shall be paid to the persons in whose
names the Bonds of ____ Series are registered at the close of
business on the last business day (hereinafter called the "record
date") which is more than ten days prior to such interest
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payment date, a "business day" being any day that is not a day on
which banks in the City of New York, are authorized by law to
close; except that if the Company shall default in the payment of
any interest due on such interest payment date, such defaulted
interest shall be paid to the persons in whose names the Bonds of
____ Series are registered on the date of payment of such defaulted
interest, or in accordance with the regulations of any securities
exchange on which the Bonds of ____ Series are listed.
Each Bond of ____ Series is to be issued to and registered in
the name of the Senior Note Trustee to be held under the terms of
the Senior Note Indenture as security for the Senior Notes of ____
Series. The Bonds of ____ Series shall not be assignable or
transferable except as permitted or required by Section 1408 of the
Senior Note Indenture.
Except as provided hereinafter, every Bond of ____ Series
shall be dated as of the date of its authentication and delivery,
or if that is an interest payment date, the next day, and shall
bear interest from the interest payment date next preceding its
date or the date of delivery of the initial Bonds of ____ Series,
whichever is later. Notwithstanding Section 6 of Article II of the
Original Indenture, any Bond of ____ Series authenticated and
delivered by the Trustee after the close of business on the record
date with respect to any interest payment date and prior to such
interest payment date shall be dated as of the date next following
such interest payment date and shall bear interest from such
interest payment date; except that if the Company shall default in
the payment of any interest due on such interest payment date, such
Bond shall bear interest from the next preceding interest payment
date or the date of delivery of the initial Bonds of ____ Series,
whichever is later.
SECTION 2. The Bonds of ____ Series, and the Trustee's
certificate to be endorsed on the Bonds of ____ Series, shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND OF ____ SERIES]
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER
THE INDENTURE, DATED _____, 1998, AS SUPPLEMENTED, BETWEEN POTOMAC
ELECTRIC POWER COMPANY AND THE BANK OF NEW YORK, AS TRUSTEE
POTOMAC ELECTRIC POWER COMPANY
(A District of Columbia and Virginia corporation)
First Mortgage Bond, __% Series Due ____
No. $_______
CUSIP No. _______
POTOMAC ELECTRIC POWER COMPANY, a corporation organized and
existing under the laws of the District of Columbia and a domestic
corporation of the
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Commonwealth of Virginia (hereinafter called the "Company", which
term shall include any successor corporation as defined in the
Amended Indenture hereinafter referred to), for value received,
hereby promises to pay to The Bank of New York, as trustee, or
registered assigns, the sum of __________________ dollars, on the
____ day of ______________, in lawful money of the United States of
America, and to pay interest thereon in like money from the later
of the date of delivery of the initial Bonds of ____ Series or the
interest payment date __________ or __________ next preceding the
date of this Bond, or if the Company shall default in the payment
of interest due on such interest payment date, then from the next
preceding interest payment date or the date of delivery of the
initial Bonds of ____ Series, whichever is later, at the rate of
_______________________ per annum, payable semiannually, commencing
__________________, on the ____ day of ________________ and
_________________ in each year until maturity, or, if the Company
shall default in the payment of the principal hereof, until the
Company's obligation with respect to the payment of such principal
shall be discharged as provided in the Amended Indenture. The
interest so payable on any ___________ or ________________ will,
subject to certain exceptions provided in the indenture dated as of
___________________, supplemental to the Amended Indenture, be paid
to the person in whose name this Bond is registered at the close of
business on the last business day which is more than ten days prior
to such __________________ or _________________. Both principal
of, and interest on, this Bond are payable at the agency of the
Company in the Borough of Manhattan, The City of New York.
Under an Indenture dated as of ________, 1998 (hereinafter
sometimes referred to as the "Senior Note Indenture"), between
Potomac Electric Power Company and The Bank of New York, as trustee
(hereinafter sometimes called the "Senior Note Trustee"), the
Company will issue, concurrently with the issuance of this Bond, an
issue of senior notes under the Senior Note Indenture entitled
Senior Notes, ___% Series due _____________ (the "Senior Notes of
____ Series"). Pursuant to Article XIV of the Senior Note
Indenture, this Bond is issued to the Senior Note Trustee to secure
any and all obligations of the Company under the Senior Notes of
____ Series. Payment of principal of, or premium, if any, or
interest on, the Senior Notes of ____ Series shall constitute
payments on this Bond.
Reference is made to the further provisions of this Bond set
forth on the reverse hereof, and such further provisions shall for
all purposes have the same effect as though fully set forth at this
place.
This Bond shall not be entitled to any benefit under the
Amended Indenture or any indenture supplemental thereto, or become
valid or obligatory for any purpose, until The Bank of New York,
the Trustee under the Amended Indenture, or a successor trustee
thereto under the Amended Indenture, shall have signed the form of
certificate endorsed hereon.
IN WITNESS WHEREOF, Potomac Electric Power Company has caused
this Bond to be signed in its name by the signature (or a facsimile
thereof) of its President or a Vice President, and its corporate
seal (or a facsimile thereof) to be hereto
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affixed and attested by the facsimile signature of its Secretary or
an Assistant Secretary.
POTOMAC ELECTRIC POWER COMPANY
By __________________________
Vice President
Attest:
____________________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This Bond is one of the Bonds, of the series designated
therein, described in the within-mentioned Amended Indenture and
the Supplemental Indenture dated as of _____________________.
Dated: The Bank of New York
Trustee.
By __________________________
Authorized Signatory
[TEXT APPEARING ON REVERSE SIDE OF BOND OF ____ SERIES]
This Bond is one of a duly authorized issue of Bonds of the
Company (hereinafter called the "Bonds") in unlimited aggregate
principal amount, of the series hereinafter specified, all issued
and to be issued under and equally secured (except in so far as any
purchase or sinking fund or analogous provisions for any particular
series of Bonds, established by any indenture supplemental to the
Amended Indenture hereinafter mentioned, may afford additional
security for such Bonds) by a mortgage and deed of trust, dated
July 1, 1936, executed by the Company to The Bank of New York as
successor to The Xxxxx National Bank of Washington, D.C. (herein
called the "Trustee"), as trustee, as amended by indentures
supplemental thereto dated December 10, 1939, August 10, 1942,
October 15, 1942, April 1, 1966, June 16, 1981, June 17, 1981,
December 1, 1981, August 1, 1982, October 1, 1982, April 15, 1983,
November 1, 1985, March 1, 1986, November 1, 1986, March 1, 1987,
September 16, 1987, May 1, 1989, August 1, 1989, April 5, 1990, May
21, 1991, May 7, 1992, September 1, 1992, November 1, 1992, March
1, 1993, March 2, 1993, July 1, 1993, August 20, 1993, September
29, 1993, September 30, 1993, October 1, 1993, February 10, 1994,
February 11, 1994, March 10, 1995, September 6, 1995, September 7,
1995 and October 2, 1997 (said mortgage and deed of trust, as so
amended, being herein called the "Amended Indenture") and all
indentures supplemental thereto, to which Amended Indenture and
supplemental indentures reference is hereby made for a description
of the properties mortgaged and pledged, the nature and extent of
the security, the rights of the owners of the Bonds and of the
Trustee in respect thereto, and the
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terms and conditions upon which the Bonds are, and are to be,
secured. To the extent permitted by, and as provided in, the
Amended Indenture, modifications or alterations of the Amended
Indenture, or of any indenture supplemental thereto, and of the
rights and obligations of the Company and of the holders of the
Bonds may be made with the consent of the Company by an affirmative
vote of not less than 80% in amount of the Bonds entitled to vote
then outstanding, at a meeting of Bondholders called and held as
provided in the Amended Indenture, and by an affirmative vote of
not less than 80% in amount of the Bonds of any series entitled to
vote then outstanding and affected by such modification or
alteration, in case one or more but less than all of the series of
Bonds then outstanding under the Amended Indenture are so affected;
provided, however, that no such modification or alteration shall be
made which will affect the terms of payment of the principal of, or
interest on, this Bond, which are unconditional, or which reduces
the percentage of Bonds the affirmative vote of which is required
for the making of such modifications or alterations. The Company is
proposing an amendment to the Amended Indenture which would replace
"80%" with "60%" in the preceding sentence, which amendment will
become effective upon the consent or agreement thereto of the
holders of all the outstanding Bonds. The holder of this Bond will
be deemed to have approved such amendment. The Bonds may be issued
in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary
as in the Amended Indenture provided.
This Bond is one of a series designated as the "First
Mortgage Bonds, ___% Series due ____ (herein called the "Bonds of
____ Series") of the Company, issued under and secured by the
Amended Indenture and all indentures supplemental thereto and
described in the indenture (herein called the "New Supplemental
Indenture"), dated as of _______________, between the Company and
the Trustee, supplemental to the Amended Indenture.
Upon any payment of the principal of, premium, if any, and
interest on, all or any portion of the Senior Notes of ___ Series,
whether at maturity or prior to maturity by redemption or otherwise
or upon provision for the payment thereof having been made in
accordance with Section 1302 of the Senior Note Indenture, Bonds
of___ Series in a principal amount equal to the principal amount of
such Senior Notes of ___ Series (having both a corresponding
maturity date and interest rate) shall, to the extent of such
payment of principal, premium, if any, and interest, be deemed paid
and the obligation of the Company thereunder to make such payment
shall be discharged to such extent and, in the case of the payment
of principal (and premium, if any) such Bonds of ___ Series shall
be surrendered to the Company for cancellation as provided in
Section 1409 of the Senior Note Indenture. The Trustee may at
anytime and all times conclusively assume that the obligation of
the Company to make payments with respect to the principal of and
premium, if any, and interest on the Senior Notes of ___ Series, so
far as such payments at the time have become due, has been fully
satisfied and discharged pursuant to the foregoing sentence unless
and until the Trustee shall have received a written notice from the
Senior Note Trustee signed by one of its officers stating (i) that
timely payment of, or premium or interest on, the Senior Notes of
___ Series not been made (ii) providing the details thereof.
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This Bond is redeemable (i) on such dates, in such principal
amounts and at the redemption prices as the corresponding Senior
Notes of ____ Series and (ii) upon written demand of the Senior
Note Trustee following the occurrence of an Event of Default under
the Senior Note Indenture and the acceleration of the corresponding
Senior Notes of ____ Series as provided in Section 502 of the
Senior Note Indenture.
This Bond shall not be assignable or transferable except as
permitted or required by Section 1408 of the Senior Note Indenture.
As provided in Section 1409 of the Senior Note Indenture,
from and after the Release Date (as defined in the Senior Note
Indenture), the obligation of the Company with respect to this Bond
shall be deemed to be satisfied and discharged, this Bond shall
cease to secure in any manner the Senior Notes of ___ Series or any
other senior notes outstanding under the Senior Note Indenture and,
pursuant to Section 1409 of the Senior Note Indenture, the Senior
Note Trustee shall forthwith deliver this Bond to the Company for
cancellation.
In case an event of default, as defined in the Amended
Indenture, shall occur, the principal of all the Bonds at any such
time outstanding under the Amended Indenture may be declared or may
become due and payable, upon the conditions and in the manner and
with the effect provided in the Amended Indenture. The Amended
Indenture provides that such declaration may in certain events be
waived by the holders of a majority in principal amount of the
Bonds entitled to vote then outstanding.
No recourse shall be had for the payment of the principal of,
or the interest on, this Bond, or for any claim based hereon or
otherwise in respect hereof or of the Amended 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 Bond and as part of the
consideration for the issue hereof, and being likewise released by
the terms of the Amended Indenture.
Section 3. The Bonds of____ Series shall be registered Bonds
without coupons in denominations of any multiple of $1,000,
numbered consecutively upwards from ____.
Section 4. Until Bonds of____ Series in definitive form are
ready for delivery, the Company may execute, and upon its request
in writing the Trustee shall authenticate and deliver, in lieu
thereof, Bonds for such series in temporary form, as provided in
Section 9 of Article II of the Original Indenture as amended.
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PART II.
Issue of Bonds.
Section 1. Except for Bonds of ____ Series issued pursuant to
Section 13 of Article II of the Original Indenture as amended, the
principal amount of Bonds of ____ Series which may be authenticated
and delivered hereunder is limited to $___,000,000 aggregate
principal amount.
Section 2. Bonds of____ Series, in the aggregate principal
amount permitted in Section 1 of this Part II, may at any time
subsequent to the execution hereof be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee
and delivered (either before or after the recording hereof) to or
upon the order of the Company evidenced by a writing or writings,
signed by its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers, at such time or times
as may be requested by the Company subsequent to the receipt by the
Trustee of
(1) the certified resolution and the officers' certificate
required by Section 3(a) and Section 3(b) of Article III of the
Original Indenture as amended;
(2) the opinion of counsel required by Section 3(c) of
Article III of the Original Indenture as amended;
(3) cash, if any, in the amount required to be deposited by
Section 3(d) of Article III of the Original Indenture as amended,
which shall be held and applied by the Trustee as provided in said
Section 3(d);
(4) the certificates, instruments, opinions of counsel, prior
xxxx xxxxx and cash, if any, required by Section 4 of Article III
of the Original Indenture as amended, except that, as required by
Part V of this Supplemental Indenture, property additions
purchased, constructed or otherwise acquired on or before December
31, 1946 shall not be made the basis for the authentication and
delivery of Bonds of ____ Series; and
(5) the certificates and opinions required by Article XVIII
of the Original Indenture as amended.
PART III.
Redemption and Cancellation of Bonds.
SECTION 1. Bonds of _____ Series shall not be redeemable
except on the respective dates, in the respective principal amounts
and for the respective redemption prices that correspond to the
redemption dates for, the principal amounts to be redeemed of, and
the redemption prices for, the Senior Notes of ____ Series and
except as set forth in Section 2 herein.
In the event the Company redeems any Senior Notes of ____
Series prior to maturity in accordance with the provisions of the
Senior Note Indenture, the
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Senior Note Trustee shall on the same date deliver to the Company
the Bonds of ____ Series in principal amounts corresponding to the
Senior Notes of ____ Series so redeemed, as provided in Section
1409 of the Senior Note Indenture. The Company agrees to give the
Senior Note Trustee notice of any such redemption of the Senior
Notes of ____ Series on or before the date fixed for any such
redemption.
SECTION 2. Upon the occurrence of an Event of Default under
the Senior Note Indenture and the acceleration of the Senior Notes
of ____ Series, the Bonds of ____ Series shall be redeemable in
whole upon receipt by the Company of a written demand (hereinafter
called a "Redemption Demand") from the Senior Note Trustee stating
that there has occurred under the Senior Note Indenture both an
Event of Default and a declaration of acceleration of payment of
principal, accrued interest and premium, if any, on the Senior
Notes of ____ Series, specifying the last date to which interest on
such notes has been paid (such date being hereinafter referred to
as the "Initial Interest Accrual Date") and demanding redemption of
Bonds of ____ Series. The Company waives any right it may have to
prior notice of such redemption under the Original Indenture as
amended. Upon surrender of the Bonds of ____ Series by the Senior
Note Trustee to the Trustee, the Bonds of ____ Series shall be
redeemed at a redemption price equal to the principal amount
thereof plus accrued interest thereon from the Initial Interest
Accrual Date to the date of the Redemption Demand; provided,
however, that in the event of a rescission of acceleration of
Senior Notes of ___ Series pursuant to paragraph of Section ___ of
the Senior Note Indenture, then any Redemption Demand shall thereby
be deemed to be rescinded by the Senior Note Trustee; but no such
rescission or annulment shall extend to or affect any subsequent
default or impair any right consequent thereon.
SECTION 3. As provided in Section 1404 of the Senior Note
Indenture, from and after the Release Date (as defined in the
Senior Note Indenture), the obligations of the Company with respect
to the Bonds of ___ Series shall be deemed to be satisfied and
discharged, the Bonds of ___ Series shall cease to secure in any
manner the Senior Notes of ___ Series or any other senior notes
outstanding under the Senior Note Indenture and, pursuant to
Section 1409 of the Senior Note Indenture, the Senior Note Trustee
shall forthwith deliver the Bonds of ___ Series to the Company for
cancellation.
Section 4. All Bonds delivered to or redeemed by the Trustee
pursuant to the provisions of this Part III shall forthwith be
cancelled.
PART IV.
Additional Particular Covenants of the Company.
The Company hereby covenants, warrants and agrees that so
long as any Bonds of____ Series are outstanding:
Section 1. The Company will not withdraw, pursuant to the
provisions of Section 2 of Article VIII of the Original Indenture
as amended, any moneys held by the Trustee as part of the trust
estate in excess of an amount equal to the aggregate principal
amount of such of the refundable Bonds as were theretofore
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issued by the Company; and that upon any such withdrawal by the
Company refundable Bonds equal in aggregate principal amount to the
amount so withdrawn shall be deemed to have been made the basis of
such withdrawal.
Section 2. Property additions purchased, constructed or
otherwise acquired on or before December 31, 1946 shall not be made
the basis for the authentication and delivery of Bonds, or the
withdrawal of cash, or the reduction of the amount of cash required
to be paid to the Trustee under any provision of the Indenture.
PART V.
Amendment of Indenture to Permit Qualification
Under Trust Indenture Act of 1939.
The Company and the Trustee, from time to time and at any
time, without any vote or consent of the holders of the Bonds of
____ Series, may enter into such indentures supplemental to the
Original Indenture as may or shall by them be deemed necessary or
desirable to add to or modify or amend any of the provisions of the
Original Indenture so as to permit the qualification of the
Original Indenture under the Trust Indenture Act of 1939.
Except to the extent specifically provided herein, no
provision of this Supplemental Indenture is intended to modify, and
the parties hereto do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act of 1939 which amend and
supersede provisions of the Original Indenture, as supplemented, in
effect prior to November 15, 1990.
PART VI.
Amendment of Original Indenture.
Notwithstanding any other provisions of the Original
Indenture as amended, the holders of the Bonds of ____ Series, by
their holding of such Bonds, are deemed to have approved the
following amendment to the Original Indenture as amended and to
have authorized the Trustee to take any action necessary to
evidence or effectuate such approval:
Sections 5 and 6 of Article XV of the Original Indenture as
amended are hereby amended by changing the words and figures
"eighty percent. (80%)" to the words and figures "sixty percent.
(60%)" wherever in such Sections such words and figures occur.
PART VII.
The Trustee.
The Trustee hereby accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and
conditions in the Original Indenture as amended set forth and upon
the following terms and conditions:
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The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution hereof by the Company
or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. In general, each and every
term and condition contained in Article XIII of the Original
Indenture as amended shall apply to this Supplemental Indenture
with the same force and effect as if the same were herein set forth
in full, with such omissions, variations and modifications thereof
as may be appropriate to make the same conform to this Supplemental
Indenture.
PART VIII.
Miscellaneous Provisions.
This Supplemental Indenture may be simultaneously executed in
any number of counterparts, each of which when so executed shall be
deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.
Potomac Electric Power Company hereby constitutes and
appoints Xxxxxx X. Xxxxxx, one of its Senior Vice Presidents, to be
its true and lawful attorney-in-fact, for it and in its name to
appear before any officer authorized by law to take and certify
acknowledgments of deeds to be recorded in the District of
Columbia, in the State of Maryland, in the Commonwealth of
Virginia, and in the Commonwealth of Pennsylvania and to
acknowledge and deliver these presents as the act and deed of said
Potomac Electric Power Company.
The Bank of New York, hereby constitutes and appoints
___________________, one of its _________________, to be its true
and lawful attorney-in-fact, for it and in its name to appear
before any officer authorized by law to take and certify
acknowledgments of deeds to be recorded in the District of
Columbia, in the State of Maryland, in the Commonwealth of
Virginia, and in the Commonwealth of Pennsylvania and to
acknowledge and deliver these presents as the act and deed of said
The Bank of New York.
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 one of its
________________, and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture to be
- 15 -
attested by one of its _________________, all as of the ____ day of
______________, One thousand nine hundred and ninety-____.
Potomac Electric Power Company
(Corporate Seal)
By ........................
XXXXXX X. XXXXXX,
Senior Vice President
Attested:
..................................
XXXXX XXXXXXX XXXXXX,
Secretary
Signed, sealed and delivered by
Potomac Electric Power Company in
the presence of:
...................................
...................................
As Witnesses
The Bank of New York, as Trustee
(Corporate Seal)
By ............................
Vice President
Attested:
...................................
XXXX XXXX XXXXXXX
Assistant Vice President
Signed, sealed and delivered by The
Bank of New York in the presence
of:
...................................
...................................
As Witnesses
- 16 -
City of Washington,
District of Columbia, ss.:
I, Xxxx X. Xxxxx, a Notary Public in and for the District of
Columbia, United States of America, whose commission as such will
expire ______________, do hereby certify that Xxxxxx X. Xxxxxx and
Xxxxx Xxxxxxx Xxxxxx, whose names as Senior Vice President and
Secretary, respectively, of Potomac Electric Power Company, a
corporation, are signed to the foregoing and hereto attached deed,
bearing date as of the ____ day of _________________, 199_
personally appeared this day before me in my District aforesaid and
acknowledged themselves to be, respectively, a Senior Vice
President and the Secretary of Potomac Electric Power Company, and
that they as such, being authorized so to do, executed the said
deed by signing the name of Potomac Electric Power Company by
Xxxxxx X. Xxxxxx, as Senior Vice President, and attested by Xxxxx
Xxxxxxx Xxxxxx, as Secretary, and acknowledged the same before me
in my District aforesaid and acknowledged the foregoing instrument
to be the act and deed of Potomac Electric Power Company.
Given under my hand and official seal this ____ day of
____________, 199_.
(Notarial Seal)
..................................
Notary Public
District of Columbia
- 17 -
City of Washington,
District of Columbia, ss.:
I, Xxxx X. Xxxxx, a Notary Public in and for the District of
Columbia, United States of America, do hereby certify that Xxxxxx
X. Xxxxxx, a Senior Vice President of Potomac Electric Power
Company, a corporation, one of the parties to the foregoing
instrument bearing date as of the ____ day of _____________, 199_
and hereto annexed, this day personally appeared before me in the
City of Washington, the said Xxxxxx X. Xxxxxx being personally well
known to me as the person who executed the said instrument as a
Senior Vice President of and on behalf of said Potomac Electric
Power Company and known to me to be the attorney-in-fact duly
appointed therein to acknowledge and deliver said instrument on
behalf of said corporation, and, as such attorney-in-fact, he
acknowledged said instrument to be the act and deed of said Potomac
Electric Power Company, and delivered the same as such. I further
certify that the said Xxxxxx X. Xxxxxx, being by me duly sworn, did
depose and say that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal and was so
affixed by order of the Board of Directors of said corporation; and
that he signed his name thereto by like order. My commission
expires ________________.
Given under my hand and official seal this ___ day of
______________, 199_.
(Notarial Seal)
...........................
Notary Public
District of Columbia
- 00 -
Xxxx xx Xxx Xxxx,
Xxxxx xx Xxx Xxxx, ss.:
I, _______________, a Notary Public in and for the City of
New York, State of New York, do hereby certify that ______________
and Xxxx Xxxx Xxxxxxx, whose names as Vice President and Assistant
Vice President, respectively, of The Bank of New York, a
corporation, are signed to the foregoing and hereto attached deed,
bearing date as of the ___ day of _____________, 199_, personally
appeared before me this day in the State aforesaid and acknowledged
themselves to be, respectively, a Vice President and an Assistant
Vice President of The Bank of New York, and that they as such,
being authorized so to do, executed the said deed by signing the
name of The Bank of New York, by ______________________ as Vice
President, and attested by Xxxx Xxxx Xxxxxxx, as Assistant Vice
President, and acknowledged the same before me in the State
aforesaid and acknowledged the foregoing instrument to be the act
and deed of The Bank of New York, as therein set forth.
Given under my hand and notarial seal this ____ day of
____________, 199_.
(Notarial Seal)
.............................
Notary Public
New York, New York
My Commission Expires .
City of New York,
State of New York, ss.:
______________________, of full age, being sworn according to
law, on his oath deposes and says that he is a
______________________ of The Bank of New York, the Trustee named
in the foregoing Supplemental Indenture, dated as of the ___ day
of _________________, 199_, that he is the agent of said Trustee
for the purpose of perfecting such Supplemental Indenture and that
the consideration in the Original Indenture referred to therein and
in all indentures supplemental to said Original Indenture,
including the foregoing Supplemental Indenture, is true and bona
fide as therein set forth.
.............................
Subscribed and sworn to before me
this ____ day of ___________, 199_.
...................................
Notary Public
My Commission Expires .
(Notarial Seal)
- 00 -
Xxxx xx Xxx Xxxx,
Xxxxx xx Xxx Xxxx ss.:,
I, ___________________, a Notary Public in and for the City
of New York, State of New York, do hereby certify that
_________________ a Vice President of The Bank of New York, a
corporation, one of the parties to the foregoing instrument bearing
date as of the ____ day of _______________, 199_, and hereto
annexed, this day personally appeared before me in the City of New
York, the said ________________________, being personally well
known to me as the person who executed the said instrument as a
Vice President of and on behalf of said The Bank of New York, and
known to me to be the attorney-in-fact duly appointed therein to
acknowledge and deliver said instrument on behalf of said
corporation, and, as such attorney-in-fact, he acknowledged said
instrument to be the act and deed of said The Bank of New York, and
delivered the same as such. I further certify that the said
_______________________, being by me duly sworn, did depose and say
that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal and was so affixed by
order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.
Given under my hand and official seal this ___ day of
_____________, 199_.
(Notarial Seal)
...........................
Notary Public
New York, New York
My Commission Expires ____________.
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CERTIFICATE OF RESIDENCE
The Bank of New York, Mortgagee and Trustee within named,
hereby certifies that its precise residence is 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000.
The Bank of New York
By ........................
XXXX XXXX XXXXXXX,
Assistant Vice President
