EXHIBIT 4-1-1(a)
This instrument was prepared by,
and when recorded should be
returned to:
Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxx Xxxxx & Xxxx
Bank One Plaza
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
SUPPLEMENTAL INDENTURE
Dated as of May 20, 2002
COMMONWEALTH EDISON COMPANY
to
BNY MIDWEST TRUST COMPANY
and
X.X. XXXXXXX
Trustees Under Mortgage Dated July 1, 1923,
and Certain
Indentures Supplemental Thereto
Providing for Issuance of
FIRST MORTGAGE BONDS, POLLUTION CONTROL SERIES 2002
Due April 15, 2013
THIS SUPPLEMENTAL INDENTURE, dated as of May 20, 2002, between
COMMONWEALTH EDISON COMPANY, a corporation organized and existing under the laws
of the State of Illinois (hereinafter called the "Company") having an address at
00 Xxxxx Xxxxxxxx Xxxxxx, 00xx xxxxx, Xxxxxxx, Xxxxxxxx 00000, party of the
first part, BNY MIDWEST TRUST COMPANY, a trust company organized and existing
under the laws of the State of Illinois having an address at 0 Xxxxx XxXxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and X.X. XXXXXXX, an individual
having an address at 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx
00000, as Trustee and Co-Trustee, respectively, under the Mortgage of the
Company dated July 1, 1923, as amended and supplemented by Supplemental
Indenture dated August 1, 1944 and the subsequent supplemental indentures
hereinafter mentioned, parties of the second part (said Trustee being
hereinafter called the "Trustee", the Trustee and said Co-Trustee being
hereinafter together called the "Trustees", and said Mortgage dated July 1,
1923, as amended and supplemented by said Supplemental Indenture dated August 1,
1944 and subsequent supplemental indentures, being hereinafter called the
"Mortgage"),
W I T N E S S E T H:
WHEREAS, the Company duly executed and delivered the Mortgage to
provide for the issue of, and to secure, its bonds, issuable in series and
without limit as to principal amount except as provided in the Mortgage; and
WHEREAS, the Company from time to time has executed and delivered
supplemental indentures to the Mortgage to provide for (i) the creation of
additional series of bonds secured by the Mortgage, (ii) the amendment of
certain of the terms and provisions of the Mortgage and (iii) the confirmation
of the lien of the Mortgage upon property of the Company, such supplemental
indentures that are currently effective and the respective dates, parties
thereto and purposes thereof, being as follows:
SUPPLEMENTAL
INDENTURE DATE PARTIES PROVIDING FOR
August 1, 1944 Company to Continental Illinois National Bank Amendment and restatement of
and Trust Company of Chicago and Xxxxxx X. Mortgage dated July 1, 1923
Stofft, as Trustee and Co-Trustee
August 1, 1946 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 1, 1953 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
March 31, 1967 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxxxxx, as Trustee and Co-Trustee
April 1, 1967 Company to Continental Illinois National Bank Amendment of Sections 3.01, 3.02,
and Trust Company of Chicago and Xxxxxx X. 3.05 and 3.14 of the Mortgage and
Friedrich, as Trustee and Co-Trustee issuance of First Mortgage 5-3/8%
Bonds, Series Y
2
SUPPLEMENTAL
INDENTURE DATE PARTIES PROVIDING FOR
February 28, 1969 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 29, 1970 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 1, 1971 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 1, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 31, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 15, 1973 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 31, 1974 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 13, 1975 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 28, 1976 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 3, 1977 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 17, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
August 31, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 18, 1979 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 20, 1980 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 16, 1981 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Xx-Xxxxxxx
0
XXXXXXXXXXXX
XXXXXXXXX DATE PARTIES PROVIDING FOR
April 30, 1982 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 15, 1983 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 13, 1984 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 15, 1985 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 15, 1986 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and X.X. Xxxxxx,
as Trustee and Co-Trustee
June 15, 1990 Company to Continental Bank, National Issuance of First Mortgage 9-7/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 75
Co-Trustee
June 1, 1991 Company to Continental Bank, National Issuance of First Mortgage Bonds,
Association and X.X. Xxxxxx, as Trustee and Pollution Control Series 1991
Co-Trustee
October 1, 1991 Company to Continental Bank, National Issuance of First Mortgage 8-1/4%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 76 and First
Co-Trustee Mortgage 8-7/8% Bonds, Series 77
October 15, 1991 Company to Continental Bank, National Issuance of First Mortgage 8-3/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 78 and First
Co-Trustee Mortgage 9-1/8% Bonds, Series 79
February 1, 1992 Company to Continental Bank, National Issuance of First Mortgage 7%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 80 and First
Co-Trustee Mortgage 8-5/8% Bonds, Series 81
May 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 6-1/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 82 and First
Co-Trustee Mortgage 8% Bonds, Series 83
July 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 8-1/2%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 84
Co-Trustee
September 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 7-3/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 85 and First
Co-Trustee Mortgage 8-3/8% Bonds, Series 86
February 1, 1993 Company to Continental Bank, National Issuance of First Mortgage 8-3/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 88
Co-Trustee
4
SUPPLEMENTAL
INDENTURE DATE PARTIES PROVIDING FOR
April 1, 1993 Company to Continental Bank, National Issuance of First Mortgage 6-1/2%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 90 and First
Co-Trustee Mortgage 8% Bonds, Series 91
April 15, 1993 Company to Continental Bank, National Issuance of First Mortgage 7-5/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 92
Co-Trustee
June 15, 1993 Company to Continental Bank, National Issuance of First Mortgage 7%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 93 and First
Co-Trustee Mortgage 7-1/2% Bonds, Series 94
July 15, 1993 Company to Continental Bank, National Issuance of First Mortgage 6-5/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 96 and First
Co-Trustee Mortgage 7-3/4% Bonds, Series 97
January 15, 1994 Company to Continental Bank, National Issuance of First Mortgage Bonds,
Association and X.X. Xxxxxx, as Trustee and Pollution Control Series 1994A,
Co-Trustee 1994B and 1994C
December 1, 1994 Company to Bank of America Illinois and Issuance of First Mortgage Bonds,
Xxxxxx X. Xxxxxxx, as Trustee and Co-Trustee Pollution Control Series 1994D
June 1, 1996 Company to Xxxxxx Trust and Savings Bank and Issuance of First Mortgage Bonds,
X.X. Xxxxxxx, as Trustee and Co-Trustee Pollution Control Series 1996A and
1996B
March 1, 2002 Company to BNY Midwest Trust Company and D.G. Issuance of First Mortgage 6.15%
Xxxxxxx, as Trustee and Co-Trustee Bonds, Series 98
WHEREAS, the respective designations, maturity dates and principal
amounts of the bonds of each series presently outstanding under, and secured by,
the Mortgage and the several supplemental indentures above referred to, are as
follows:
DESIGNATION MATURITY DATE PRINCIPAL AMOUNT
First Mortgage 9-7/8% Bonds, Series 75 June 15, 2020 $ 54,171,000
First Mortgage 8-1/4% Bonds, Series 76 October 1, 2006 100,000,000
First Mortgage 8-3/8% Bonds, Series 78 October 15, 2006 125,000,000
First Mortgage 8% Bonds, Series 83 May 15, 2008 140,000,000
First Mortgage 8-1/2% Bonds, Series 84 July 15, 2022 200,000,000
First Mortgage 7-3/8% Bonds, Series 85 September 15, 2002 200,000,000
First Mortgage 8-3/8% Bonds, Series 86 September 15, 2022 200,000,000
First Mortgage 8-3/8% Bonds, Series 88 February 15, 2023 235,950,000
First Mortgage 8% Bonds, Series 91 April 15, 2023 160,000,000
First Mortgage 7-5/8% Bonds, Series 92 April 15, 2013 218,500,000
5
DESIGNATION MATURITY DATE PRINCIPAL AMOUNT
First Mortgage 7% Bonds, Series 93 July 1, 2005 225,000,000
First Mortgage 7-1/2% Bonds, Series 94 July 1, 2013 147,000,000
First Mortgage 6-5/8% Bonds, Series 96 July 15, 2003 100,000,000
First Mortgage 7-3/4% Bonds, Series 97 July 15, 2023 150,000,000
First Mortgage 7.25% Bonds, Pollution Control Series June 1, 2011 100,000,000
1991
First Mortgage 5.3% Bonds, Pollution Control Series January 15, 2004 26,000,000
1994A
First Mortgage 5.7% Bonds, Pollution Control Series January 15, 2009 20,000,000
1994B
First Mortgage 5.85% Bonds, Pollution Control Series January 15, 2014 20,000,000
1994C
First Mortgage 5.3% Bonds, Pollution Control Series March 1, 2015 91,000,000
1994D
First Mortgage 4.4% Bonds, Pollution Control Series December 1, 2006 110,000,000
1996A
First Mortgage 4.4% Bonds, Pollution Control Series December 1, 2006 89,400,000
1996B
First Mortgage 6.15% Bonds, Series 98 March 15, 2012 400,000,000
---------------
Total $ 3,112,021,000
===============
WHEREAS, the Mortgage provides for the issuance from time to time
thereunder, in series, of bonds of the Company forthe purposes and subject to
the limitations therein specified; and
WHEREAS, the Company desires, by this Supplemental Indenture, to create
an additional series of bonds to be issuable under the Mortgage, such bonds to
be designated "First Mortgage Bonds, Pollution Control Series 2002" (hereinafter
called the "bonds of Series 2002") and the terms and provisions to be contained
in the bonds of Series 2002 or to be otherwise applicable thereto to be as set
forth in this Supplemental Indenture; and
WHEREAS, the bonds of Series 2002 and the Trustee's certificate to be
endorsed thereon shall be substantially in the forms included in Exhibit A
hereto; and
WHEREAS, the Company is legally empowered and has been duly authorized
by the necessary corporate action and by order of the Illinois Commerce
Commission to make, execute and deliver this Supplemental Indenture, and to
create, as an additional series of bonds of the Company, the bonds of Series
2002, and all acts and things whatsoever necessary to make this Supplemental
Indenture, when executed and delivered by the Company and the Trustees, a valid,
binding and legal instrument, and to make the bonds of Series 2002, when
authenticated by the Trustee and issued as provided in the Mortgage and in this
Supplemental Indenture, the valid,
6
binding and legal obligations of the Company, entitled in all respects to the
security of the Mortgage, as amended and supplemented, have been done and
performed;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar duly paid by the Trustees to the Company, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
do hereby agree as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Terms of the Mortgage. The terms used in this
Supplemental Indenture which are defined in the Mortgage, unless otherwise
specified herein, are used herein with the same meanings as in the Mortgage.
SECTION 1.02. Definitions of New Terms. The following terms shall have
the following meanings in this Supplemental Indenture:
"IDFA" shall mean the Illinois Development Finance Authority, a
political subdivision and body politic and corporate duly organized and
validly existing under and by virtue of the laws of the State of Illinois.
"IDFA Bonds" shall mean those certain Pollution Control Revenue
Refunding Bonds (Commonwealth Edison Company Project) Series 2002 issued in
the original aggregate principal amount of $100,000,000 under and pursuant
to the terms of the IDFA Indenture.
"IDFA Indenture" shall mean that certain Indenture of Trust dated as of
June 1, 2002, between IDFA, as issuer, and Bank One, National Association,
as trustee.
SECTION 1.03. Rules of Construction. All references to any agreement
refer to such agreement as modified, varied, or amended from time to time by the
parties thereto (including any permitted successors or assigns) in accordance
with its terms.
ARTICLE II
SECTION 2.01. Designation and Issuance of Bonds. (a) The bonds of
Series 2002 shall, as hereinbefore recited, be designated as the Company's
"First Mortgage Bonds, Pollution Control Series 2002."
(b) Subject to the provisions of the Mortgage, the bonds of Series 2002
shall be issuable without limitation as to the aggregate principal amount
thereof.
SECTION 2.02. Form, Date, Maturity Date, Interest Rate and Interest
Payment Dates of Bonds. (a) The definitive bonds of Series 2002 shall be in
engraved, lithographed, printed or type-written form and shall be registered
bonds without coupons, and such bonds and the Trustee's certificate to be
endorsed thereon shall be substantially in the forms included in
7
Exhibit A hereto. The bonds of Series 2002 shall be dated as provided in Section
3.01 of the Mortgage, as amended by Supplemental Indenture dated April 1, 1967.
All bonds of Series 2002 shall mature on April 15, 2013.
(b) The bonds of Series 2002 shall bear interest on each day that they
are outstanding at a rate per annum which is equal to the weighted-average
interest rate borne on the IDFA Bonds outstanding on such date; provided,
however, such interest rate on the bonds of Series 2002 shall not exceed 12% per
annum. The bonds of Series 2002 shall bear interest until the principal thereof
shall be paid in full. Interest on the bonds of Series 2002 shall be payable to
the record holder thereof on the dates that interest is payable on the IDFA
Bonds.
(c) The interest on the bonds of Series 2002 so payable on any interest
payment date shall, subject to the exceptions provided in Section 3.01 of the
Mortgage, as amended by said Supplemental Indenture dated April 1, 1967, be paid
to the person in whose name such bond is registered on such interest payment
date.
SECTION 2.03. Bonds Issued as Collateral Security. The bonds of Series
2002 shall be issued, delivered, and pledged to, and registered in the name of,
the trustee under the IDFA Indenture in order to secure and provide for, and as
collateral security for, the due and punctual payment of the principal, premium,
if any, and interest due from time to time on the IDFA Bonds.
SECTION 2.04. Credit for Payments on IDFA Bonds. (a) The Company shall
receive a credit against its obligation to make any payment of interest on the
bonds of Series 2002, whether on an interest payment date, at maturity, upon
redemption, upon acceleration or otherwise, in an amount equal to the amount, if
any, paid by or for the account of the Company in respect of any corresponding
payment of interest on the IDFA Bonds. So long as all the bonds of Series 2002
are pledged as described in Section 2.03, the obligation of the Company to make
any payment with respect to the principal of the bonds of Series 2002 shall be
credited in full if, at the time that any such payment of principal shall be
due, there shall have been paid by or for the account of the Company the then
due principal of all IDFA Bonds which are outstanding.
(b) The Trustee may conclusively presume that the obligation of the
Company to pay the principal of, and premium, if any, and interest on, the bonds
of Series 2002 as the same shall become due and payable has been credited in
accordance with this Section 2.04 unless and until it shall have received a
written notice (including a telex, telegram, telecopy or other form of written
telecommunication) from the trustee under the IDFA Indenture stating that
payment of the principal of, or premium, if any, or interest on, the IDFA Bonds
has become due and payable and has not been fully paid and specifying the amount
of funds required to make such payment.
SECTION 2.05. Execution of Bonds. The bonds of Series 2002 shall be
executed on behalf of the Company by its President or one of its Vice
Presidents, manually or by facsimile signature, and shall have its corporate
seal affixed thereto or a facsimile of such seal imprinted thereon, attested by
its Secretary or one of its Assistant Secretaries, manually or by facsimile
signature, all as may be provided by resolution of the Board of Directors of the
Company. In case any officer or officers whose signature or signatures, manual
or facsimile, shall appear upon
8
any bond of Series 2002 shall cease to be such officer or officers before such
bond shall have been actually authenticated and delivered, such bond
nevertheless may be issued, authenticated and delivered with the same force and
effect as though the person or persons whose signature or signatures, manual or
facsimile, appear thereon had not ceased to be such officer or officers of the
Company.
SECTION 2.06. Medium and Places of Payment of Principal of, and
Premium, If Any, and Interest on, Bonds; Transferability and Exchangeability.
The principal of, and premium, if any, and the interest on the bonds of Series
2002 shall be payable in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts, and such principal, premium, if any, and interest shall be
payable at the office or agency of the Company in the City of Chicago, State of
Illinois, and such bonds shall be transferable and exchangeable, in the manner
provided in Sections 3.09 and 3.10 of the Mortgage, at said office or agency. No
charge shall be made by the Company to the registered owner of any bond of
Series 2002 for the registration of transfer of such bond or for the exchange
thereof for bonds of the same series of other authorized denominations, except,
in the case of any transfer, a charge sufficient to reimburse the Company for
any stamp or other tax or governmental charge required to be paid by the Company
or the Trustee.
SECTION 2.07. Denominations and Numbering of Bonds. The bonds of Series
2002 shall be issued in the denomination of $1,000 and in such multiples of
$1,000 as shall from time to time hereafter be determined and authorized by the
Board of Directors of the Company or by any officer or officers of the Company
authorized to make such determination, the authorization of the denomination of
any bond of Series 2002 to be conclusively evidenced by the execution thereof on
behalf of the Company. Bonds of Series 2002 shall each be numbered R-1 and
consecutively upwards.
SECTION 2.08. Temporary Bonds. Until definitive bonds of Series 2002
are ready for delivery, there may be authenticated and issued in lieu of any
thereof and subject to all of the provisions, limitations, and conditions set
forth in Section 3.11 of the Mortgage, temporary registered bonds of Series 2002
without coupons.
SECTION 2.09. Optional Redemption of Bonds. Upon the notice and in the
manner provided in the paragraph under the heading "OPTIONAL REDEMPTION" of the
IDFA Bonds, the bonds of Series 2002 may be redeemed, at the option of the
Company, on and after the date determined thereunder, in whole at any time or in
part from time to time, at the redemption prices (expressed as percentages of
the principal amount of each bond of Series 2002 or portion thereof to be
redeemed) set forth therein, plus accrued interest to the redemption date.
SECTION 2.10. Mandatory Redemption. Upon the notice and in the manner
provided in the paragraphs under the heading "MANDATORY REDEMPTION" of the IDFA
Bonds, the bonds of Series 2002 shall be redeemed by the Company in whole, or as
provided under such paragraphs in part, at 100% of the principal amount thereof
plus accrued interest to the redemption date.
SECTION 2.11. Default Mandatory Redemption. The bonds of Series 2002
shall be redeemed promptly, without notice, by the Company in whole at 100% of
the principal
9
amount thereof plus accrued interest to the date of redemption following receipt
by the Trustee of written notice from the trustee under the IDFA Indenture
stating that the principal of the IDFA Bonds has been declared to be immediately
due and payable as a result of an event of default under the IDFA Indenture.
ARTICLE III
CONFIRMATION OF LIEN
The Company, for the equal and proportionate benefit and security of
the holders of all bonds at any time issued under the Mortgage, hereby confirms
the lien of the Mortgage upon, and hereby grants, bargains, sells, transfers,
assigns, pledges, mortgages, warrants and conveys unto the Trustees, all
property of the Company and all property hereafter acquired by the Company,
other than (in each case) property which, by virtue of any of the provisions of
the Mortgage, is excluded from such lien, and hereby confirms the title of the
Trustees (as set forth in the Mortgage) in and to all such property. Without in
any way limiting or restricting the generality of the foregoing, there is
specifically included within the confirmation of lien and title hereinabove
expressed the property of the Company legally described on Exhibit B attached
hereto and made a part hereof.
ARTICLE IV
MISCELLANEOUS
The terms and conditions of this Supplemental Indenture shall be deemed
to be a part of the terms and conditions of the Mortgage for any and all
purposes. The Mortgage, as supplemented by the indentures supplemental thereto
dated subsequent to August 1, 1944 and referred to in the first paragraph of
this Supplemental Indenture, and as further supplemented by this Supplemental
Indenture, is in all respects hereby ratified and confirmed.
This Supplemental Indenture shall bind and, subject to the provisions
of Article XIV of the Mortgage, inure to the benefit of the respective
successors and assigns of the parties hereto.
Although this Supplemental Indenture is dated as of May 20, 2002, it
shall be effective only from and after the actual time of its execution and
delivery by the Company and the Trustee on the date indicated by their
respective acknowledgments hereto annexed.
This Supplemental Indenture may be simultaneously executed in any
number of counterparts, and all such counterparts executed and delivered, each
as an original, shall constitute but one and the same instrument.
10
IN WITNESS WHEREOF, Commonwealth Edison Company has caused this
Supplemental Indenture to be executed in its name by its Senior Vice President
and Treasurer, and its seal to be hereunto affixed and attested by one of its
Assistant Secretaries, and BNY Midwest Trust Company, as Trustee under the
Mortgage, has caused this Supplemental Indenture to be executed in its name by
one of its Vice Presidents, and its seal to be hereunto affixed and attested by
one of its Assistant Secretaries, and X.X. Xxxxxxx, as Co-Trustee under the
Mortgage, has hereunto affixed his signature, all as of the day and year first
above written.
COMMONWEALTH EDISON COMPANY
By: /s/ J. Xxxxx Xxxxxxxx
J. Xxxxx Xxxxxxxx
Senior Vice President and Treasurer
[SEAL]
ATTEST:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Assistant Secretary
BNY MIDWEST TRUST COMPANY
By: /s/ X. Xxxxxxxxx
X. Xxxxxxxxx
Vice President
[SEAL]
ATTEST:
/s/ X. Xxxxxx
X. Xxxxxx
Assistant Secretary
/s/ X.X. Xxxxxxx
X.X. Xxxxxxx
11
STATE OF ILLINOIS )
)
COUNTY OF XXXX )
I, XXXX X. XXXXXX, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that J. XXXXX XXXXXXXX, Senior Vice President
and Treasurer of Commonwealth Edison Company, an Illinois corporation, one of
the parties described in and which executed the foregoing instrument, and XXXXX
X. XXXXXX, an Assistant Secretary of said corporation, who are both personally
known to me to be the same persons whose names are subscribed to the foregoing
instrument as such Senior Vice President and Treasurer and Assistant Secretary,
respectively, and who are both personally known to me to be Senior Vice
President and Treasurer and Assistant Secretary, respectively, of said
corporation, appeared before me this day in person and severally acknowledged
that they signed, sealed, executed and delivered said instrument as their free
and voluntary act as such Senior Vice President and Treasurer and Assistant
Secretary, respectively, of said corporation, and as the free and voluntary act
of said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 23rd day of May, A.D.
2002.
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Notary Public
{SEAL}
My Commission expires October 26, 2005.
12
STATE OF ILLINOIS )
)
COUNTY OF XXXX )
I, XXXXX XXXXX XXXXXX, a Notary Public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY that X. XXXXXXXXX, Vice President of BNY
Midwest Trust Company, an Illinois trust company, one of the parties described
in and which executed the foregoing instrument, and X. XXXXXX, Assistant
Secretary of said trust company, who are both personally known to me to be the
same persons whose names are subscribed to the foregoing instrument as such Vice
President and Assistant Secretary, respectively, and who are both personally
known to me to be a Vice President and an Assistant Secretary, respectively, of
said trust company, appeared before me this day in person and severally
acknowledged that they signed, sealed, executed and delivered said instrument as
their free and voluntary act as such Vice President and Assistant Secretary,
respectively, of said trust company, and as the free and voluntary act of said
trust company, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 23rd day of May, A.D.
2002.
/s/ Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxxx Xxxxxx
Notary Public
{SEAL}
My Commission expires September 23, 2002.
13
STATE OF ILLINOIS )
)
COUNTY OF XXXX )
I, XXXXX XXXXX XXXXXX, a Notary Public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY that X.X. XXXXXXX, one of the parties
described in and which executed the foregoing instrument, who is personally
known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he
signed, sealed, executed and delivered said instrument as his free and voluntary
act for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 23rd day of May, A.D.
2002.
/s/ Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxxx Xxxxxx
Notary Public
{SEAL}
My Commission expires September 23, 2002.
14
EXHIBIT A
to
Supplemental Indenture
COMMONWEALTH EDISON COMPANY
First Mortgage Bond, Pollution Control Series 2002
Due April 15, 2013
COMMONWEALTH EDISON COMPANY, an Illinois corporation (hereinafter
called the "Company"), for value received, hereby promises to pay to
__________________________, as trustee under that certain Indenture of Trust
dated as of June 1, 2002 between Illinois Development Finance Authority ("IDFA")
and said trustee, or registered assigns, on the fifteenth day of April, 2013,
the sum of __________ Dollars, and to pay interest on said sum from the date
hereof until said sum shall be paid, at a rate per annum on each day which is
equal to the weighted-average interest rate borne on the IDFA Bonds (as
hereinafter defined) outstanding on such date, until the principal thereof shall
be paid in full, subject to Section 2.04 of the Supplemental Indenture dated as
of May 20, 2002 (the "Supplemental Indenture"), executed and delivered by the
Company to the Trustees (as hereinafter defined), which provides for certain
credits towards payment of principal of and interest on the bonds of this
Series. Interest shall accrue on the bonds of this Series from the date of
issuance hereof, and the payment thereof shall be credited as provided in
Section 2.04(a) of the Supplemental Indenture unless and until the Trustee
receives the notice contemplated by Section 2.04(b) of the Supplemental
Indenture, whereupon the interest on the bonds of this Series shall become and
remain due and payable until such time as the Trustee receives a further written
notice (including a telex, telegram, telecopy or other form of written
telecommunication) from the trustee under the IDFA Indenture (as hereinafter
defined) stating that such payments need not continue. When interest is due and
payable as described above, interest on the bonds of this Series shall be
payable at the same time as interest on the IDFA Bonds and upon maturity,
redemption, or acceleration of the bonds of this Series, subject to Section 2.04
of the Supplemental Indenture. The interest on each bond of this Series so
payable on any interest payment date shall, subject to the exceptions provided
in Section 3.01 of the Mortgage (as hereinafter defined), as amended by a
supplemental indenture dated April 1, 1967, be paid to the person in whose name
such bond is registered on the date of such payment. The principal of, and
premium, if any, and the interest on, this bond shall be payable at the office
or agency of the Company in the City of Chicago, State of Illinois in any coin
or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts.
This bond is one of the bonds of the Company, issued and to be
issued in series from time to time under and in accordance with and,
irrespective of the time of issue, equally and ratably secured by the Mortgage
dated July 1, 1923, and indentures supplemental thereto, under which BNY Midwest
Trust Company and X.X. Xxxxxxx (collectively, the "Trustees") are now the
Trustees, and is one of the First Mortgage Bonds, Pollution Control Series 2002
of the
15
Company, the issuance of which is provided for by the Supplemental Indenture,
executed and delivered by the Company to such Trustees, to which Mortgage and
all indentures supplemental thereto reference is hereby made for a description
of the property mortgaged and pledged, the nature and extent of the security,
the rights of the holders and registered owners of said bonds, of the Company
and of the Trustees in respect of the security, and the terms and conditions
governing the issuance and security of said bonds. The term "Mortgage," as
hereinafter used, shall mean said Mortgage dated July 1, 1923, and all
indentures supplemental thereto.
With the consent of the Company and to the extent permitted by and
as provided in the Mortgage, modifications or alterations of the Mortgage or of
any indenture supplemental thereto and of the rights and obligations of the
Company and of the holders and registered owners of the bonds may be made, and
compliance with any provision of the Mortgage or any such supplemental indenture
may be waived, by the affirmative vote of the holders and registered owners of
not less than eighty per centum (80%) in principal amount of the bonds then
outstanding under the Mortgage, and by the affirmative vote of the holders and
registered owners of not less than eighty per centum (80%) in principal amount
of the bonds of any series then outstanding under the Mortgage 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 Mortgage are so affected, but in any
case excluding bonds disqualified from voting by reason of the Company's
interest therein as provided in the Mortgage; subject, however, to the
condition, among other conditions stated in the Mortgage, that no such
modification or alteration shall be made which will permit the extension of the
time or times of payment of the principal of or the interest or the premium, if
any, on this bond, or the reduction in the principal amount hereof or in the
rate of interest or the amount of any premium hereon, or any other modification
in the terms of payment of such principal, interest or premium, which terms of
payment are unconditional, or, otherwise than as permitted by the Mortgage, the
creation of any lien ranking prior to or on a parity with the lien of the
Mortgage with respect to any of the mortgaged property, all as more fully
provided in the Mortgage.
The bonds of this Series are subject to redemption, as provided in
the Supplemental Indenture.
In case of certain completed defaults specified in the Mortgage, the
principal of this bond may be declared or may become due and payable in the
manner and with the effect provided in the Mortgage.
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 Mortgage, to or against any incorporator, stockholder, officer
or director, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or such successor
corporation, under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such liability of
incorporators, stockholders, directors and officers being waived and released by
the registered owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Mortgage, all as more fully provided
therein.
16
This bond is transferable by the registered owner hereof, in person
or by duly authorized attorney, at the office or agency of the Company in the
City of Chicago, State of Illinois, upon surrender and cancellation of this
bond; and thereupon a new registered bond or bonds without coupons of the same
aggregate principal amount and series will, upon the payment of charges as
provided in the Mortgage, be issued to the transferee in exchange herefor.
Bonds of this Series are issuable only in registered form without
coupons and in the denominations of $1,000 each and any authorized multiple
thereof. As provided in the Mortgage, such bonds are exchangeable for registered
bonds of the same series as between authorized denominations. Any such exchange
may be made by the registered owner of any such bond or bonds upon presentation
thereof for that purpose at the office or agency of the Company in the City of
Chicago, State of Illinois.
This bond shall not be entitled to any security or benefit under the
Mortgage or be valid or become obligatory for any purpose unless and until it
shall have been authenticated by the execution by the corporate Trustee, or its
successor in trust under the Mortgage, of the certificate endorsed hereon.
17
IN WITNESS WHEREOF, Commonwealth Edison Company has caused this bond
to be executed in its name by its President or one of its Vice-Presidents, and
has caused its corporate seal to be hereto affixed, attested by its Secretary or
one of its Assistant Secretaries, as of the _____ day of ____________, 20___.
COMMONWEALTH EDISON COMPANY
[SEAL]
By:
______________________________
President
ATTEST:
__________________________
Secretary
(General Form of Trustee's Certificate)
This bond is one of the bonds of the series designated herein,
referred to and described in the within mentioned Supplemental Indenture dated
as of May 20, 2002.
BNY MIDWEST TRUST COMPANY
By:
______________________________
Authorized Officer
Illinois Commerce Commission Identification No.
_______
18
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - _________ Custodian _____________
(Cust) (Minors)
under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the within Bond and all rights thereunder, hereby irrevocably constituting and
appointing ____________________ attorney to transfer said Bond on the books of
the Company, with full power of substitution in the premises.
Dated:
__________________ ____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatever.
19
