INDENTURE SUPPLEMENTAL
TO
MORTGAGE AND DEED OF TRUST
(Dated January 15, 1937)
Executed By
ATLANTIC CITY ELECTRIC COMPANY
TO
THE BANK OF NEW YORK,
Trustee.
Dated as of November 1, 1994
This instrument was prepared by
Xxxxx X. Xxxxxxxx XX, Esq.
Xxxxx X. Xxxxxxxx XX, Esq.
SUPPLEMENTAL INDENTURE, dated as of November 1, 1994 for
convenience of reference, and effective from the time of execution
and delivery hereof, made and entered into by and between ATLANTIC
CITY ELECTRIC COMPANY, a corporation of the State of New Jersey
(hereinafter sometimes called the "Company"), party of the first
part, and THE BANK OF NEW YORK (formerly Irving Trust Company), a
corporation of the State of New York, as Trustee (hereinafter
sometimes called the "Trustee"), party of the second part.
WHEREAS, the Company has heretofore executed and delivered to
the Trustee its Mortgage and Deed of Trust, dated January 15, 1937
(hereinafter referred to as the "Mortgage"), for the security of
all bonds of the Company outstanding thereunder, and by said
Mortgage conveyed to the Trustee, upon certain trusts, terms and
conditions, and with and subject to certain provisos and covenants
therein contained, all and singular the property, rights and
franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of June 1, 1949, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of July 1, 1950, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of November 1,
1950, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1952, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of January 1, 1953, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1954, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1955, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of January 1, 1957, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1958, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of April 1, 1959, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of March 1, 1961, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 1,
1962, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1963, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of February 1, 1966, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1970, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of September 1, 1970, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of May 1, 1971, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1972, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 1, 1973, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of January 1, 1975, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1975, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of December 1, 1976, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of January 1, 1980, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1981, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1983, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of April 15, 1984, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 15,
1984, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1985, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of May 1, 1986, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 15,
1987, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1989, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of March 1, 1991, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1992, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of January 1, 1993, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1993, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of September
1, 1993, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1993, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1994, and an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1994, such instruments amending and supplementing the Mortgage in
certain respects (the Mortgage, as so amended and supplemented,
being hereinafter called the "Original Indenture") and conveying to
the Trustee, upon certain trusts, terms and conditions, and with
and subject to certain provisos and covenants therein contained,
certain property rights and property therein described; and
WHEREAS, the Company represents that no default has occurred
under any of the provisions of the Original Indenture; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption, and other terms and
conditions shall be determined by the Board of Directors of the
Company prior to the authentication thereof; and
WHEREAS, Section 121 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
WHEREAS, the Company has heretofore from time to time, in
accordance with the provisions of the Original Indenture, as at the
time in effect, issued bonds of various series and in various
amounts and, of the bonds so issued, $737,413,000 aggregate
principal amount is outstanding at the date hereof; and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create two new series of bonds under the Original
Indenture (herein sometimes referred to collectively as the "New
Bonds"); and
WHEREAS, each of the New Bonds is to be substantially in the
form set forth in Schedule I hereto; and
WHEREAS, each of the New Bonds (whether in temporary or
definitive form) is to bear a certificate of authentication
substantially in the form set forth in Schedule I hereto; and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
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, the Company represents that all conditions and
requirements necessary to make this supplemental indenture
(hereinafter sometimes referred to as the "Third 1994 Supplemental
Indenture") a valid, binding and legal instrument in accordance
with its terms, 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 Atlantic City Electric Company, in consideration of the
premises and the sum of One Dollar ($1.00) and other good and
valuable consideration paid to it by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, for itself and its successors and assigns,
hereby covenants and agrees to and with the Trustee, and its
successor or successors in trust, as follows:
SECTION 1. The terms defined in this Section 1 shall, for all
purposes of this Third 1994 Supplemental Indenture and the Original
Indenture, have the meanings herein specified, unless the context
otherwise requires:
Plant:
The term "Plant" shall mean the X.X. Xxxxxxx Generating
Station located in Xxxxxxx'x Point, Cape May County, New Jersey.
Series A Project Facilities:
The term "Series A Project Facilities" shall have the meaning
set forth in the Cape May Facilities Agreement.
Series B Project Facilities:
The term "Series B Project Facilities" shall have the meaning
set forth in the Cape May Facilities Agreement.
Cape May Authority:
The term "Cape May Authority" shall mean the Pollution Control
Financing Authority of Cape May County (New Jersey) and any
successor thereto.
Cape May 1994 Series A Bonds:
The term "Cape May 1994 Series A Bonds" shall mean the 7.20%
Pollution Control Revenue Bonds of 1994, Series A (Atlantic City
Electric Company Project) to be issued in 1994 under and pursuant
to the Cape May Indenture.
Cape May 1994 Series B Bonds:
The term "Cape May 1994 Series B Bonds" shall mean the 7%
Pollution Control Revenue Refunding Bonds of 1994, Series B
(Atlantic City Electric Company Project) to be issued in 1994 under
and pursuant to the Cape May Indenture.
Cape May Indenture:
The term "Cape May Indenture" shall mean the Trust Indenture,
dated as of November 1, 1994, by and between the Cape May Authority
and United Jersey Bank, as Trustee, pursuant to which the Cape May
1994 Series A Bonds and the Cape May 1994 Series B Bonds are
issued.
Cape May Trustee:
The term "Cape May Trustee" shall mean, at any time in
question, the person and/or corporation acting as trustee at any
time under the Cape May Indenture.
Cape May Facilities Agreement:
The term "Cape May Facilities Agreement" shall mean the
Pollution Control Facilities Agreement, dated as of November 1,
1994, between the Cape May Authority and the Company, and any and
all modifications, supplements and amendments thereof.
SECTION 2. The Company hereby creates a forty-fifth series of
bonds to be issued under and secured by the Original Indenture and
this Third 1994 Supplemental Indenture, to be designated and to be
distinguished from the bonds of all other series by the title
"First Mortgage Bonds, 7.20% Pollution Control Series A of 1994"
(herein sometimes referred to as the "bonds of the Forty-fifth
Series").
Bonds of the Forty-fifth Series shall mature on the maturity
date of the Cape May 1994 Series A Bonds and shall be issued in
temporary or definitive form, only as fully registered bonds,
without coupons, in denominations of $5,000 and any multiple or
multiples of $5,000 authorized by the Company; they shall bear
interest at the rate of seven and twenty one-hundredths per centum
per annum payable semiannually on the interest payment dates of the
Cape May 1994 Series A Bonds; and the principal of, premium, if
any, and interest on each said bond shall be payable at the office
or agency of the Company, in Hackensack, New Jersey, and, at the
option of the Company, at the office or agency of the Company in
the City of New York, in lawful money of the United States of
America; provided, however, that the Company shall receive the
credits in respect of interest on and principal of bonds of the
Forty-fifth Series as set forth in Section 5 hereof.
Every bond of the Forty-fifth Series shall be dated and shall
bear interest as provided in Section 10 of the Original Indenture;
provided, however, that bonds of the Forty-fifth Series
authenticated by the Trustee prior to the first interest payment
date shall bear interest from November 1, 1994; and provided
further, that if and to the extent that the Company shall default
in the payment of interest due on any interest payment date, then
any such bond of the Forty-fifth Series shall bear interest from
the interest payment date next preceding the date of such bond to
which interest has been paid, unless such interest payment date is
the first interest payment date, in which case from November 1,
1994.
Bonds of the Forty-fifth Series shall be subject to redemption
prior to maturity, but if in part only in integral multiples of
$5,000, under the conditions and upon the payment of the amounts
specified in the following subsections, together in each case with
interest accrued to the redemption date:
(a) at the option of the Company, on any date on or after
November 1, 2004, either as a whole or in part from time to time on
any date, at the following redemption prices, expressed in
percentages of the principal amount of the bonds to be redeemed:
REDEMPTION PERIOD REDEMPTION PRICE
November 1, 2004 through October 31, 2005 102%
November 1, 2005 through October 31, 2006 101%
November 1, 2006 and thereafter 100%
(b) at the option of the Company, as a whole at any time at
100% of the principal amount thereof, if any of the following
events shall have occurred:
(1) any federal, state or local body exercising
governmental or judicial authority has taken any action
which results in the imposition of unreasonable burdens
or excessive liabilities with respect to the Series A
Project Facilities (or the facilities serviced thereby)
or the Plant, rendering impracticable or uneconomical or
enjoining or restraining the operation of all or a
substantial portion of the Series A Project Facilities
(or the facilities serviced thereby) or the Plant,
including without limitation the condemnation or taking
by eminent domain of all or a substantial portion of the
Series A Project Facilities (or the facilities serviced
thereby) or the Plant; or
(2) changes in the cost or availability of raw
materials, operating supplies, or facilities or
technological or other changes have made the continued
operation of all or a substantial portion of the Series
A Project Facilities (or the facilities serviced thereby)
or the Plant, uneconomical; or
(3) all or a substantial portion of the Series A Project
Facilities (or the facilities serviced thereby) or the
Plant have been damaged or destroyed to such an extent
that it is not practicable or desirable to rebuild,
repair or restore the Series A Project Facilities (or the
facilities serviced thereby) or the Plant; or
(4) as a result of any change in the Constitution of the
State of New Jersey or the Constitution of the United
States of America, or as a result of any legislative or
administrative action (whether state or federal) or any
final decree, judgment or order of any court or
administrative body (whether state or federal) after any
contest thereof by the Company in good faith, the Cape
May Indenture, the Cape May Facilities Agreement, the
bonds issued under the Original Indenture, as
supplemented, in accordance with the Cape May Facilities
Agreement, or the Bonds issued under the Cape May
Indenture, as supplemented, shall become void or
unenforceable or impossible to perform in accordance with
the intent and purposes of the parties as expressed in
the Cape May Facilities Agreement.
Any such redemption shall be on any date within one year
following the determination by the Company as evidenced by the
adoption of the resolution of the Board of Directors of the
Company described below that one of the events listed above
permitting the exercise of the option has occurred.
(c) in whole (or in part, as hereinafter provided), at 100%
of the principal amount thereof, plus interest accrued to the
redemption date, in the event that it is finally determined by
the Internal Revenue Service or by a court of competent
jurisdiction that, as a result of the failure by the Company
to observe any covenant, agreement or representation in the
Cape May Facilities Agreement, the interest payable on the
Cape May 1994 Series A Bonds is includable for federal income
tax purposes in the gross income of any owner for federal
income tax purposes of a Cape May 1994 Series A Bond, other
than an owner who is a "substantial user" of the Series A
Project Facilities or a "related person", as provided in
Section 147(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the applicable regulations
thereunder. Any such determination will not be considered
final for this purpose until the expiration of all periods for
judicial review or appeal, as the case may be, nor will such
a determination be deemed final unless (i) the Cape May
Trustee shall have been advised by one or more owners for
federal income tax purposes of the Cape May 1994 Series A
Bonds that the Internal Revenue Service has notified such
owner or owners in writing that it proposes to include the
interest on the Cape May 1994 Series A Bonds in gross income
as a result of such a failure by the Company and (ii) the
Company has been afforded by the tribunal the opportunity to
participate in and to direct any administrative proceeding or
litigation resulting therefrom, either directly or in the name
of any such owner of a Cape May 1994 Series A Bond. Any such
redemption of bonds of the Forty-fifth Series shall be in an
amount necessary to redeem the Cape May 1994 Series A Bonds on
any date within 180 days from the time of such final
determination that the Cape May 1994 Series A Bonds are to be
redeemed. Bonds of the Forty-fifth Series shall be redeemed
in whole after such final determination unless it is decided
in such determination that redemption of a portion of the Cape
May 1994 Series A Bonds outstanding would have the result that
interest payable on the Cape May 1994 Series A Bonds remaining
outstanding after such redemption would not be includable for
federal income tax purposes in the gross income of any owner
for federal income tax purposes of a Cape May 1994 Series A
Bond (other than an owner who is a "substantial user" of the
Series A Project Facilities or a "related person" within the
meaning of Section 147(a) of the Code and the applicable
regulations thereunder), and in such event bonds of the Forty-
fifth Series shall be redeemed (in the principal amount of
$5,000 or any integral multiple thereof) in such amount so as
to accomplish that result.
The election of the Company under subsections (a) or (b)
above to redeem any of the bonds of the Forty-fifth Series shall be
evidenced by a resolution of the Board of Directors of the Company
calling for the redemption on a stated date of all or a stated
principal amount thereof. To exercise its option to redeem the
bonds of the Forty-fifth Series under subsection (a) or (b) above,
the Company shall deliver to the Trustee, the Cape May Authority
and the Cape May Trustee a certified copy of said resolution
calling all or a stated principal amount of the bonds of the Forty-
fifth Series for redemption on a date not more than 90 days from
the date said resolution is delivered (in the case of a redemption
under subsection (a) above) or not more than one year from the date
of adoption of said resolution (in the case of a redemption under
subsection (b) above). The delivery to the Cape May Trustee of a
certified copy of such resolution shall constitute notice to the
Cape May Trustee of the redemption referred to therein, on the
terms specified therein. The Company shall on or before such
redemption date deposit with the Cape May Trustee, as paying agent
hereunder, the total applicable redemption price of all the bonds
so called, with interest accrued thereon to the redemption date,
less any credits to which the Company may be entitled pursuant to
Section 5 hereof, and the Cape May Trustee, as such paying agent,
shall apply such funds on the redemption date to the redemption of
the bonds so called.
The Cape May Trustee shall deliver to the Trustee prompt
written notice of the occurrence of a "final determination" under
subsection (c) above. Such notice shall be executed on behalf of
the Cape May Trustee by its President or a Vice President or Trust
Officer and shall fix a redemption date for the appropriate amounts
of bonds of the Forty-fifth Series not more that 180 days after the
occurrence of such "final determination". On or before such
redemption date, the Company shall deposit with the Cape May
Trustee, as paying agent hereunder, the total redemption price of
the bonds so called, with interest accrued thereon to the
redemption date, less any credits to which the Company may be
entitled pursuant to Section 5 hereof, and the Cape May Trustee, as
such paying agent, shall apply such funds, on the redemption date,
to the redemption of the bonds so called. The delivery to the
Trustee of a certified copy of such notice shall constitute notice
to the Trustee of the redemption referred to therein on the terms
specified therein.
Whenever the Trustee shall receive a written demand for
redemption (hereinafter called "Redemption Demand") from the Cape
May Trustee, stating that the principal of all Cape May 1994 Series
A Bonds then outstanding under the Cape May Indenture has been
declared to be immediately due and payable pursuant to the
provisions of Section 10.02 thereof and that such declaration of
maturity has not been rescinded, the Trustee shall within 10 days
of receiving such Redemption Demand mail a copy to the Company
stamped or otherwise marked to show the date of receipt by the
Trustee, and, in such event, the Company shall fix a redemption
date for the redemption so demanded and shall mail to the Trustee
notice of such date at least 30 days prior thereto. Such
redemption date may be any day fixed by the Company which shall be
not more than 180 days after the receipt of the Redemption Demand
by the Company from the Trustee. If the Trustee does not receive
such notice from the Company within 150 days after the Redemption
Demand shall have been received by the Trustee, then the redemption
date shall be the 180th day after such receipt of the Redemption
Demand by the Company and the bonds of the Forty-fifth Series shall
become due, together with accrued interest thereon, on such 180th
day. The Trustee shall mail notice of the redemption date
(hereinafter called the "Demand Redemption Notice") to the Cape May
Trustee as hereinafter provided, provided however, that the Trustee
shall not mail any Demand Redemption Notice (and no such redemption
shall be made) if the Trustee shall have received a written
cancellation of the Redemption Demand from the Cape May Trustee
prior to the mailing of the Demand Redemption Notice. Anything in
this paragraph contained to the contrary notwithstanding, if, after
mailing of the Demand Redemption Notice and prior to the date fixed
for redemption, the Trustee shall have been advised in writing by
the Cape May Trustee that the Redemption Demand has been rescinded
or that the declaration of maturity of the Cape May 1994 Series A
Bonds has been rescinded, the Demand Redemption Notice shall
thereupon, without further act of the Trustee or the Company, be
rescinded and become null and void for all purposes hereunder and
no redemption of the bonds of the Forty-fifth Series and no
payments in respect thereof shall be effected or required. Any
such redemption shall be at the redemption price equal to the
principal amount of the bonds of the Forty-fifth Series to be
redeemed, together with accrued interest to the date fixed for
redemption. For the purposes of this Section 2, a demand or notice
from the Cape May Trustee shall be executed on behalf of such
trustee by its President or a Vice President or a Trust Officer,
and shall be deemed received by the Trustee when delivered at its
corporate trust office in the Borough of Manhattan, the City of New
York. The Trustee may conclusively rely, as to the truth of the
statements contained therein, upon any such demand.
Notwithstanding the provisions of Section 52 of the
Original Indenture, any Demand Redemption Notice shall be given by
mail to the registered holder(s) of bonds of the Forty-fifth
Series, not more than 10 or less than 5 days prior to the date
fixed for redemption, and the registered holders of bonds of the
Forty-fifth Series, by the acceptance of such bonds, waive any
additional or further notice of redemption provided in the Original
Indenture.
Each bond or portion thereof of the Forty-fifth Series
called for redemption under this Section 2 shall be due and payable
at the office of the Cape May Trustee, as paying agent hereunder,
at the applicable redemption price and on the specified redemption
date, anything herein or in such bond to the contrary
notwithstanding; provided, however, that notwithstanding the
foregoing or any provisions of the Original Indenture, this Third
1994 Supplemental Indenture, the bonds of the Forty-fifth Series,
or any notice of redemption of the bonds of the Forty-fifth Series
to the contrary, in the case of bonds of the Forty-fifth Series to
be redeemed pursuant to subsections (a) or (b) above, the notice of
redemption in respect of such bonds shall, without further act of
the Trustee or the Company, be rescinded and become null and void
for all purposes hereunder and no redemption of such bonds and no
payments in respect thereof shall be effected or required unless an
equal principal amount of Cape May 1994 Series A Bonds are due and
payable on such redemption date. From and after the date when each
bond or portion thereof of the Forty-fifth Series shall be due and
payable as aforesaid (unless upon said date the full amount due
thereon shall not be held by the Cape May Trustee, as paying agent
hereunder, and be immediately available for payment), all further
interest shall cease to accrue on such bond or on such portion
thereof, as the case may be.
If only a portion of any bond of the Forty-fifth Series
shall be called for redemption pursuant to this Section 2, the
notice of redemption hereinbefore provided for shall specify the
portion of the principal amount thereof to be redeemed. Upon
payment of the portion so called for redemption, the Cape May
Trustee shall make an appropriate notation upon the bond of the
principal amount so redeemed.
Bonds of the Forty-fifth Series shall not be transferable
except as provided in the Cape May Indenture and then only upon
presentation and surrender thereof, for cancellation, at the office
or agency of the Company in the Borough of Manhattan, the City of
New York, by the registered holders thereof, in person or by duly
authorized attorney, in the manner prescribed in the Original
Indenture. In the manner prescribed in the Original Indenture,
bonds of the Forty-fifth Series may be exchanged for a like
aggregate principal amount of fully registered bonds, without
coupons, of the Forty-fifth Series of other authorized
denominations, upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the borough
of Manhattan, the City of New York.
SECTION 3. The Company hereby creates a forty-sixth series of
bonds to be issued under and secured by the Original Indenture and
this Third 1994 Supplemental Indenture, to be designated and to be
distinguished from the bonds of all other series by the title
"First Mortgage Bonds, 7% Pollution Control Series B of 1994"
(herein sometimes referred to as the "bonds of the Forty-sixth
Series").
Bonds of the Forty-sixth Series shall mature on the maturity
date of the Cape May 1994 Series B Bonds and shall be issued in
temporary or definitive form, only as fully registered bonds,
without coupons, in denominations of $5,000 and any multiple or
multiples of $5,000 authorized by the Company; they shall bear
interest at the rate of seven per centum per annum payable
semiannually on the interest payment dates of the Cape May 1994
Series B Bonds; and the principal of, premium, if any, and interest
on each said bond shall be payable at the office or agency of the
Company, in Hackensack, New Jersey, and, at the option of the
Company, at the office or agency of the Company in the City of New
York, in lawful money of the United States of America; provided,
however, that the Company shall receive the credits in respect of
interest on and principal of bonds of the Forty-sixth Series as set
forth in Section 6 hereof.
Every bond of the Forty-sixth Series shall be dated and shall
bear interest as provided in Section 10 of the Original Indenture;
provided, however, that bonds of the Forty-sixth Series
authenticated by the Trustee prior to the first interest payment
date shall bear interest from November 1, 1994; and provided
further, that if and to the extent that the Company shall default
in the payment of interest due on any interest payment date, then
any such bond of the Forty-sixth Series shall bear interest from
the interest payment date next preceding the date of such bond to
which interest has been paid, unless such interest payment date is
the first interest payment date, in which case from November 1,
1994.
Bonds of the Forty-sixth Series shall be subject to redemption
prior to maturity, but if in part only in integral multiples of
$5,000, under the conditions and upon the payment of the amounts
specified in the following subsections, together in each case with
interest accrued to the redemption date:
(a) at the option of the Company, on any date on or after
November 1, 2004, either as a whole or in part from time to
time on any date, at the following redemption prices,
expressed in percentages of the principal amount of the bonds
to be redeemed:
REDEMPTION PERIOD REDEMPTION PRICE
November 1, 2004 through October 31, 2005 102%
November 1, 2005 through October 31, 2006 101%
November 1, 2006 and thereafter 100%
(b) at the option of the Company, as a whole at any time at
100% of the principal amount thereof, if any of the following
events shall have occurred:
(1) any federal, state or local body exercising
governmental or judicial authority has taken any action
which results in the imposition of unreasonable burdens
or excessive liabilities with respect to the Series B
Project Facilities (or the facilities serviced thereby)
or the Plant, rendering impracticable or uneconomical or
enjoining or restraining the operation of all or a
substantial portion of the Series B Project Facilities
(or the facilities serviced thereby) or the Plant,
including without limitation the condemnation or taking
by eminent domain of all or a substantial portion of the
Series B Project Facilities (or the facilities serviced
thereby) or the Plant; or
(2) changes in the cost or availability of raw
materials, operating supplies, or facilities or
technological or other changes have made the continued
operation of all or a substantial portion of the Series
B Project Facilities (or the facilities serviced thereby)
or the Plant, uneconomical; or
(3) all or a substantial portion of the Series B Project
Facilities (or the facilities serviced thereby) or the
Plant have been damaged or destroyed to such an extent
that it is not practicable or desirable to rebuild,
repair or restore the Series B Project Facilities (or the
facilities serviced thereby) or the Plant; or
(4) as a result of any change in the Constitution of the
State of New Jersey or the Constitution of the United
States of America, or as a result of any legislative or
administrative action (whether state or federal) or any
final decree, judgment or order of any court or
administrative body (whether state or federal) after any
contest thereof by the Company in good faith, the Cape
May Indenture, the Cape May Facilities Agreement, the
bonds issued under the Original Indenture, as
supplemented, in accordance with the Cape May Facilities
Agreement, or the bonds issued under the Cape May
Indenture, as supplemented, shall become void or
unenforceable or impossible to perform in accordance with
the intent and purposes of the parties as expressed in
the Cape May Facilities Agreement.
Any such redemption shall be on any date within one year
following the determination by the Company as evidenced by the
adoption of the resolution of the Board of Directors of the
company described below that one of the events listed above
permitting the exercise of the option has occurred.
(c) in whole (or in part, as hereinafter provided), at 100%
of the principal amount thereof, plus interest accrued to the
redemption date, in the event that it is finally determined by the
Internal Revenue Service or by a court of competent jurisdiction
that, as a result of the failure by the Company to observe any
covenant, agreement or representation in the Cape May Facilities
Agreement, the interest payable on the Cape May 1994 Series B Bonds
is includable for federal income tax purposes in the gross income
of any owner for federal income tax purposes of a Cape May 1994
Series B Bond, other than an owner who is a "substantial user" of
the Series B Project Facilities or a "related person", as provided
in Section 147(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the applicable regulations thereunder. Any such
determination will not be considered final for this purpose until
the expiration of all periods for judicial review or appeal, as the
case may be, nor will such a determination be deemed final unless
(i) the Cape May Trustee shall have been advised by one or more
owners for federal income tax purposes of the Cape May 1994 Series
B Bonds that the Internal Revenue Service has notified such owner
or owners in writing that it proposes to include the interest on
the Cape May 1994 Series B Bonds in gross income as a result of
such a failure by the Company and (ii) the Company has been
afforded by the tribunal the opportunity to participate in and to
direct any administrative proceeding or litigation resulting
therefrom, either directly or in the name of any such owner of a
Cape May 1994 Series B Bond. Any such redemption of bonds of the
Forty-sixth Series shall be in an amount necessary to redeem the
Cape May 1994 Series B Bonds on any date within 180 days from the
time of such final determination that the Cape May 1994 Series B
Bonds are to be redeemed. Bonds of the Forty-sixth Series shall be
redeemed in whole after such final determination unless it is
decided in such determination that redemption of a portion of the
Cape May 1994 Series B Bonds outstanding would have the result that
interest payable on the Cape May 1994 Series B Bonds remaining
outstanding after such redemption would not be includable for
federal income tax purposes in the gross income of any owner for
federal income tax purposes of a Cape May 1994 Series B Bond (other
than an owner who is a "substantial user" of the Series B Project
Facilities or a "related person" within the meaning of Section
147(a) of the Code and the applicable regulations thereunder), and
in such event bonds of the Forty-sixth Series shall be redeemed (in
the principal amount of $5,000 or any integral multiple thereof) in
such amount so as to accomplish that result.
The election of the Company under subsections (a) or (b)
above to redeem any of the bonds of the Forty-sixth Series shall be
evidenced by a resolution of the Board of Directors of the Company
calling for the redemption on a stated date of all or a stated
principal amount thereof. To exercise its option to redeem the
bonds of the Forty-sixth Series under subsection (a) or (b) above,
the Company shall deliver to the Trustee, the Cape May Authority
and the Cape May Trustee a certified copy of said resolution
calling all or a stated principal amount of the bonds of the Forty-
sixth Series for redemption on a date not more than 90 days from
the date said resolution is delivered (in the case of a redemption
under subsection (a) above) or not more than one year from the date
of adoption of said resolution (in the case of a redemption under
subsection (b) above). The delivery to the Cape May Trustee of a
certified copy of such resolution shall constitute notice to the
Cape May Trustee of the redemption referred to therein, on the
terms specified therein. The Company shall on or before such
redemption date deposit with the Cape May Trustee, as paying agent
hereunder, the total applicable redemption price of all the bonds
so called, with interest accrued thereon to the redemption date,
less any credits to which the Company may be entitled pursuant to
Section 6 hereof, and the Cape May Trustee, as such paying agent,
shall apply such funds on the redemption date to the redemption of
the bonds so called.
The Cape May Trustee shall deliver to the Trustee prompt
written notice of the occurrence of a "final determination" under
subsection (c) above. Such notice shall be executed on behalf of
the Cape May Trustee by its President or a Vice President or Trust
Officer and shall fix a redemption date for the appropriate amounts
of bonds of the Forty-sixth Series not more that 180 days after the
occurrence of such "final determination". On or before such
redemption date, the Company shall deposit with the Cape May
Trustee, as paying agent hereunder, the total redemption price of
the bonds so called, with interest accrued thereon to the
redemption date, less any credits to which the Company may be
entitled pursuant to Section 6 hereof, and the Cape May Trustee, as
such paying agent, shall apply such funds, on the redemption date,
to the redemption of the bonds so called. The delivery to the
Trustee of a certified copy of such notice shall constitute notice
to the Trustee of the redemption referred to therein on the terms
specified therein.
Whenever the Trustee shall receive a written demand for
redemption (hereinafter called "Redemption Demand") from the Cape
May Trustee, stating that the principal of all Cape May 1994 Series
B Bonds then outstanding under the Cape May Indenture has been
declared to be immediately due and payable pursuant to the
provisions of Section 10.02 thereof and that such declaration of
maturity has not been rescinded, the Trustee shall within 10 days
of receiving such Redemption Demand mail a copy to the Company
stamped or otherwise marked to show the date of receipt by the
Trustee, and, in such event, the Company shall fix a redemption
date for the redemption so demanded and shall mail to the Trustee
notice of such date at least 30 days prior thereto. Such
redemption date may be any day fixed by the Company which shall be
not more than 180 days after the receipt of the Redemption Demand
by the Company from the Trustee. If the Trustee does not receive
such notice from the Company within 150 days after the Redemption
Demand shall have been received by the Trustee, then the redemption
date shall be the 180th day after such receipt of the Redemption
Demand by the Company and the bonds of the Forty-sixth Series shall
become due, together with accrued interest thereon, on such 180th
day. The Trustee shall mail notice of the redemption date
(hereinafter called the "Demand Redemption Notice") to the Cape May
Trustee as hereinafter provided, provided however, that the Trustee
shall not mail any Demand Redemption Notice (and no such redemption
shall be made) if the Trustee shall have received a written
cancellation of the Redemption Demand from the Cape May Trustee
prior to the mailing of the Demand Redemption Notice. Anything in
this paragraph contained to the contrary notwithstanding, if, after
mailing of the Demand Redemption Notice and prior to the date fixed
for redemption, the Trustee shall have been advised in writing by
the Cape May Trustee that the Redemption Demand has been rescinded
or that the declaration of maturity of the Cape May 1994 Series B
Bonds has been rescinded, the Demand Redemption Notice shall
thereupon, without further act of the Trustee or the Company, be
rescinded and become null and void for all purposes hereunder and
no redemption of the bonds of the Forty-sixth Series and no
payments in respect thereof shall be effected or required. Any
such redemption shall be at the redemption price equal to the
principal amount of the bonds of the Forty-sixth Series to be
redeemed, together with accrued interest to the date fixed for
redemption. For the purposes of this Section 3, a demand or notice
from the Cape May Trustee shall be executed on behalf of such
trustee by its President or a Vice President or a Trust Officer,
and shall be deemed received by the Trustee when delivered at its
corporate trust office in the Borough of Manhattan, the City of New
York. The Trustee may conclusively rely, as to the truth of the
statements contained therein, upon any such demand.
Notwithstanding the provisions of Section 52 of the
Original Indenture, any Demand Redemption Notice shall be given by
mail to the registered holder(s) of bonds of the Forty-sixth
Series, not more than 10 or less than 5 days prior to the date
fixed for redemption, and the registered holders of bonds of the
Forty-sixth Series, by the acceptance of such bonds, waive any
additional or further notice of redemption provided in the Original
Indenture.
Each bond or portion thereof of the Forty-sixth Series
called for redemption under this Section 3 shall be due and payable
at the office of the Cape May Trustee, as paying agent hereunder,
at the applicable redemption price and on the specified redemption
date, anything herein or in such bond to the contrary
notwithstanding; provided, however, that notwithstanding the
foregoing or any provisions of the Original Indenture, this Third
1994 Supplemental Indenture, the bonds of the Forty-sixth Series,
or any notice of redemption of the bonds of the Forty-sixth Series
to the contrary, in the case of bonds of the Forty-sixth Series to
be redeemed pursuant to subsections (a) or (b) above, the notice of
redemption in respect of such bonds shall, without further act of
the Trustee or the Company, be rescinded and become null and void
for all purposes hereunder and no redemption of such bonds and no
payments in respect thereof shall be effected or required unless an
equal principal amount of Cape May 1994 Series B Bonds are due and
payable on such redemption date. From and after the date when each
bond or portion thereof of the Forty-sixth Series shall be due and
payable as aforesaid (unless upon said date the full amount due
thereon shall not be held by the Cape May Trustee, as paying agent
hereunder, and be immediately available for payment), all further
interest shall cease to accrue on such bond or on such portion
thereof, as the case may be.
If only a portion of any bond of the Forty-sixth Series
shall be called for redemption pursuant to this Section 3, the
notice of redemption hereinbefore provided for shall specify the
portion of the principal amount thereof to be redeemed. Upon
payment of the portion so called for redemption, the Cape May
Trustee shall make an appropriate notation upon the bond of the
principal amount so redeemed.
Bonds of the Forty-sixth Series shall not be transferable
except as provided in the Cape May Indenture and then only upon
presentation and surrender thereof, for cancellation, at the office
or agency of the Company in the Borough of Manhattan, the City of
New York, by the registered holders thereof, in person or by duly
authorized attorney, in the manner prescribed in the Original
Indenture. In the manner prescribed in the Original Indenture,
bonds of the Forty-sixth Series may be exchanged for a like
aggregate principal amount of fully registered bonds, without
coupons, of the Forty-sixth Series of other authorized
denominations, upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the borough
of Manhattan, the City of New York.
SECTION 4. In accordance with and in compliance with the
provisions of Article V of the Original Indenture, $25,000,000
principal amount of bonds of the Forty-fifth Series and $6,500,000
principal amount of bonds of the Forty-sixth Series may be executed
on behalf of the Company and delivered to the Trustee, and shall be
authenticated by the Trustee and delivered (without awaiting the
filing or recording of this Third 1994 Supplemental Indenture) from
time to time in accordance with the order or orders of the Company,
evidenced by a writing or writings signed in the name of the
Company by its President, or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers. The bonds of the
Forty-fifth and Forty-sixth Series shall be executed in the name of
the Company by the manual or facsimile signature of its President
or one of its Senior Vice Presidents or Vice Presidents, and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted thereon and attested by the signature, or a facsimile
thereof, of its Secretary or one of its Assistant Secretaries.
SECTION 5. The Company shall be entitled to credits against
amounts otherwise payable in respect of the bonds of the Forty-
fifth Series in an amount or amounts corresponding to (i) the
principal amount of any Cape May 1994 Series A Bond surrendered to
the Cape May Trustee by the Company or the Cape May Authority, or
purchased by the Cape May Trustee, for cancellation and (ii) the
amount of moneys held by the Cape May Trustee and available and
designated for the payment of principal or redemption price of,
and/or interest on, the Cape May 1994 Series A Bonds, from any
other source of payment to the Cape May Trustee of such moneys
other than payments of principal of, premium, if any, or interest
on bonds of the Forty-fifth Series.
A certificate of the Company signed by its President or any
Vice President, and by the Secretary or any Assistant Secretary,
and consented to in writing by the Cape May Trustee, stating that
the Company is entitled to a credit under this Section 5, and
setting forth the basis therefor in reasonable detail, shall be
conclusive evidence of such entitlement and, in the case of a
credit with respect to the principal amount of the bonds of the
Forty-fifth Series, of the discharge of the Company's obligation
with respect to the payment of such principal amount, and the
Trustee shall accept and shall be entitled to rely upon such
certificate as such evidence without further investigation or
verification of the matters stated therein.
SECTION 6. The Company shall be entitled to credits against
amounts otherwise payable in respect of the bonds of the Forty-
sixth Series in an amount or amounts corresponding to (i) the
principal amount of any Cape May 1994 Series B Bond surrendered to
the Cape May Trustee by the Company or the Cape May Authority, or
purchased by the Cape May Trustee, for cancellation and (ii) the
amount of moneys held by the Cape May Trustee and available and
designated for the payment of principal or redemption price of,
and/or interest on, the Cape May 1994 Series B Bonds, from any
other source of payment to the Cape May Trustee of such moneys
other than payments of principal of, premium, if any, or interest
on bonds of the Forty-sixth Series.
A certificate of the Company signed by its President or any
Vice President, and by the Secretary or any Assistant Secretary,
and consented to in writing by the Cape May Trustee, stating that
the Company is entitled to a credit under this Section 6, and
setting forth the basis therefor in reasonable detail, shall be
conclusive evidence of such entitlement and, in the case of a
credit with respect to the principal amount of the bonds of the
Forty-sixth Series, of the discharge of the Company's obligation
with respect to the payment of such principal amount, and the
Trustee shall accept and shall be entitled to rely upon such
certificate as such evidence without further investigation or
verification of the matters stated therein.
SECTION 7. The approval by the Board of Public Utilities,
State of New Jersey of the execution and delivery of this Third
1994 Supplemental Indenture shall not in anywise be construed as
approval by said Board of any other act, matter or thing which
requires the approval of said Board under the laws of the State of
New Jersey; nor shall said approval bind said Board or any other
public body or authority of the State of New Jersey having
jurisdiction in the premises in any future application for the
issue of bonds under the Original Indenture or any indenture
supplemental thereto or otherwise.
SECTION 8. As supplemented by this Third 1994 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this Third 1994
Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
Nothing in this Third 1994 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
Third 1994 Supplemental Indenture, the Company and the Trustee, any
right to avail themselves of any benefit of any provision of the
Original Indenture or of this Third 1994 Supplemental Indenture.
The Trustee assumes no responsibility for the correctness of
the recitals of facts contained herein and makes no representations
as to the validity of this Third 1994 Supplemental Indenture.
This Third 1994 Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which so executed
shall be deemed to be an original; but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, ATLANTIC CITY ELECTRIC COMPANY, party of
the first part, has caused this instrument to be signed in its name
and behalf by its President or a Vice President, and its corporate
seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary, and THE BANK OF NEW YORK, party hereto of the
second part, has caused this instrument to be signed in its name
and behalf by a Vice President or an Assistant Vice President and
its corporate seal to be hereunto affixed and attested by an
Assistant Vice President or an Assistant Treasurer. Executed and
delivered by Atlantic City Electric Company in the Township of Egg
Harbor, New Jersey, the 3rd day of November, 1994.
ATLANTIC CITY ELECTRIC COMPANY
SEAL
By: /s/ X. X. Xxxxxxx
(X. X. Xxxxxxx)
Vice President
ATTEST:
/s/ F. F. Xxxxxxxxxx
(F. F. Xxxxxxxxxx)
Assistant Secretary
Signed, sealed and delivered by ATLANTIC CITY ELECTRIC COMPANY in
the presence of:
/s/ X. X. Xxxxxxxx
(X. X. Xxxxxxxx)
/s/ E. L. Xxxxxxxx
(E. L. Xxxxxxxx)
THE BANK OF NEW YORK
SEAL
By:/s/ Xxxx Xxxx Xxxxxxxxx
(Xxxx Xxxx Xxxxxxxxx)
Assistant Vice President
ATTEST:
/s/ Xxxxxxx Xxxxxxxxxxx
(Xxxxxxx Xxxxxxxxxxx)
Assistant Vice President
Signed, sealed and delivered by THE BANK OF NEW YORK in the
presence of:
STATE OF NEW JERSEY
ss:
COUNTY OF ATLANTIC
BE IT REMEMBERED that on this 3rd day of November, in the year
of our Lord one thousand nine hundred and ninety-four before me, a
Notary Public in and for the State and County aforesaid, personally
appeared F. F. Xxxxxxxxxx, who being by me duly sworn on his oath
says that he is Assistant Secretary of Atlantic City Electric
Company, the grantor in the foregoing Indenture Supplemental to
Mortgage and Deed of Trust, and that X. X. Xxxxxxx is a Vice
President; that deponent knows the common or corporate seal of said
grantor, and the seal annexed to the said Indenture Supplemental to
Mortgage and Deed of Trust is such common or corporate seal; that
the said Indenture Supplemental to Mortgage and Deed of Trust was
signed by the said Vice President and the seal of said grantor
affixed thereto in the presence of deponent; that said Indenture
Supplemental to Mortgage and Deed of Trust was signed, sealed and
delivered as and for the voluntary act and deed of said grantor for
the uses and purposes therein expressed, pursuant to a resolution
of the Board of Directors of said grantor; and at the execution
thereof this deponent subscribed his name thereto as witness.
Sworn and subscribed the day and year aforesaid.
XXXXXXXXX X. XXXXX
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires October 13, 1999
[ SEAL ]
STATE OF NEW YORK
ss:
COUNTY OF NEW YORK
BE IT REMEMBERED that on this 4th day of November, in the year
of our Lord one thousand nine hundred and ninety-four before me, a
Notary Public in and for the State and County aforesaid, personally
appeared Xxxxxxx Xxxxxxxxxxx, who being by me duly sworn on her
oath says that she is an Assistant Vice President of THE BANK OF
NEW YORK, the Trustee named in the foregoing Indenture Supplemental
to Mortgage and Deed of Trust, and that Xxxx Xxxx Xxxxxxxxx is an
Assistant Vice President; that deponent knows the common or
corporate seal of said Trustee, and that the seal annexed to the
said Indenture Supplemental to Mortgage and Deed of Trust is such
common or corporate seal; that the said Indenture Supplemental to
Mortgage and Deed of Trust was signed by the said Assistant Vice
President and the seal of said Trustee affixed thereto in the
presence of deponent; that said Indenture Supplemental to Mortgage
and Deed of Trust was signed, sealed and delivered as and for the
voluntary act and deed of said Trustee for the uses and purposes
therein expressed, pursuant to authority of the Board of Directors
of said Trustee; and at the execution thereof this deponent
subscribed his name thereto as witness.
Sworn and subscribed the day and year aforesaid.
[SEAL]
XXXXXXX X. XXXXXXX
NOTARY PUBLIC STATE OF NEW YORK
No. 01CA5027729
My Commission Expires May 16, 1996
CERTIFICATE OF RESIDENCE
THE BANK OF NEW YORK, Mortgagee and Trustee within named,
hereby certifies that its precise residence is 000 Xxxxxxx Xxxxxx,
in the Borough of Manhattan, in The City of New York, in the State
of New York.
THE BANK OF NEW YORK
By:/s/ Xxxxxxx Firrinciel
Xxxxxxx Xxxxxxxxxxx
Assistant Vice President
SCHEDULE I
This Bond is not transferable except as provided in the
Trust Indenture dated as of November 1, 1994 of the Pollution
Control Financing Authority of Cape May County (New Jersey) to
United Jersey Bank, as Trustee.
ATLANTIC CITY ELECTRIC COMPANY
First Mortgage Bond
% Pollution Control Series of 1994
Due November 1, 2029
No. $
ATLANTIC CITY ELECTRIC COMPANY, a corporation of the
State of New Jersey (hereinafter called the Company), for value
received, hereby promises to pay to United Jersey Bank, as
trustee under the Trust Indenture dated as of November 1, 1994,
of the Pollution Control Financing Authority of Cape May County
(New Jersey) to United Jersey Bank, as trustee, or registered
assigns, on November 1, 2029, at the office or agency of the
Company in Hackensack, New Jersey, Dollars in
lawful money of the United States of America, and to pay to the
person in whose name this bond is registered interest thereon
from November 1, 1994 or, if interest to any November 1 or May 1
has been paid, from the November 1 or May 1, as the case may be,
next preceding the date of this bond to which interest has been
paid, unless such interest payment date is May 1, 1995, in which
case from November 1, 1994, at the rate of __________________ per
centum per annum, in like money, at said office or agency on May
1 and November 1 in each year, until the Company's obligation
with respect to the payment of such principal shall have been
discharged.
This bond is one of an issue of bonds of the Company,
issuable in series, and is one of a series known as its First
Mortgage Bonds, of the series designated in its title, all bonds
of all series issued and to be issued under and equally secured
(except insofar as any sinking fund, established in accordance
with the provisions of the Mortgage hereinafter mentioned, may
afford additional security for the bonds of any particular
series) by a Mortgage and Deed of Trust (herein, together with
any indentures supplemental thereto, called the Mortgage), dated
January 15, 1937, executed by the Company to THE BANK OF NEW
YORK, as Trustee, to which Mortgage reference is made for a
description of the property mortgaged and pledged, the nature and
I-1
extent of the security, the rights of the holders of the bonds in
respect thereof, the duties and immunities of the Trustee, and
the terms and conditions upon which the bonds are secured. With
the consent of the Company and to the extent permitted by
and as provided in the Mortgage, the rights and obligations of
the Company and/or of the holders of the bonds and/or coupons
and/or the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that no such modification or alteration shall permit the
extension of the maturity of the principal of this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest without the consent of the holder thereof.
The principal hereof may be declared or may become due
prior to the express date of the maturity hereof on the
conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a completed default as in the
Mortgage provided.
The bonds of this series are issuable in temporary or
definitive form, only as fully registered bonds, without coupons,
in denominations of $5,000 and authorized multiples thereof. In
the manner prescribed in the Mortgage, registered bonds of this
series may be exchanged for a like aggregate principal amount of
registered bonds of other authorized denominations of the same
series, upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York.
The Company and the Trustee may deem and treat the
person in whose name this bond is registered as the absolute
owner hereof for the purpose of receiving payment of or on
account of principal or (subject to the provisions of the
Mortgage) interest hereon and for all other purposes and the
Company and the Trustee shall not be affected by any notice to
the contrary.
The bonds of this series are redeemable as provided in
the Indenture Supplemental to Mortgage and Deed of Trust, dated
as of November 1, 1994, creating the bonds of this series.
Reference is made to the applicable provisions of said
Supplemental Indenture, and such provisions shall for all
purposes have the same effect as though fully set forth in this
place.
I-2
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
shareholder, officer or director, as such of the Company or of
any successor corporation, either directly or through the Company
or any successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers,
shareholders, officers and directors, as such, being released by
the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any
purpose until THE BANK OF NEW YORK, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of authentication certificate endorsed hereon.
IN WITNESS WHEREOF, ATLANTIC CITY ELECTRIC COMPANY has
caused this bond to be executed in its name by the signature, or
a facsimile thereof, of its President or one of its Senior Vice
Presidents or Vice Presidents, and its corporate seal, or a
facsimile thereof, to be impressed or imprinted hereon and
attested by the signature, or a facsimile thereof, of its
Secretary or one of its Assistant Secretaries.
Dated,
ATLANTIC CITY ELECTRIC COMPANY
By
(Title)
ATTEST:
(Title)
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein
designated, described in the within-mentioned Mortgage.
Dated,
THE BANK OF NEW YORK,
Trustee
By
Authorized Signatory
I-3
