EXHIBIT 4.1.3.
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 ________________, 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 6.15% BONDS, SERIES 98
DUE MARCH 15, 2012
THIS SUPPLEMENTAL INDENTURE, dated as of _____________, 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, and 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 3.05 and 3.14 of the
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Xxxxxx X. Xxxxxxxxx, as Trustee and Mortgage and issuance of First
Co-Trustee Mortgage 5-3/8% Bonds, Series Y
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
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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 Co-Trustee
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
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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
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
May 20, 2002 Company to BNY Midwest Trust Company and D.G. Issuance of First Mortgage Bonds,
Donovan, as Trustee and Co-Trustee Pollution Control Series 2002
June 1, 2002 Company to BNY Midwest Trust Company and D.G. Issuance of additional First
Xxxxxxx, as Trustee and Co-Trustee Mortgage 6.15% Bonds, Series 98
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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 8-5/8% Bonds, Series 81 February 1, 2022 200,000,000
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 220,000,000
First Mortgage 7% Bonds, Series 93 July 1, 2005 225,000,000
First Mortgage 7-1/2% Bonds, Series 94 July 1, 2013 150,000,000
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 5.3% 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 6.75% 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
-5-
First Mortgage Bonds, Pollution Control Series 2002 April 15, 2013 100,000,000
First Mortgage 6.15% Bonds, Series 98 March 15, 2012 200,000,000
-------------------------
Total $3,516,521,000
=========================
WHEREAS, on March 13, 2002, the Company issued $400,000,000 aggregate
principal amount of its First Mortgage 6.15% Bonds, Series 98, due March 15,
2012 pursuant to the provisions of a Supplemental Indenture dated as of March 1,
2002, and on June 20, 2002, the Company issued an additional $200,000,000
aggregate principal amount of its First Mortgage 6.15% Bonds, Series 98, due
March 15, 2012 pursuant to the provisions of a Supplemental Indenture dated as
of June 1, 2002 (such bonds are collectively referred to herein as the "ORIGINAL
BONDS"); and
WHEREAS, in connection with the issuances of the Original Bonds, the
Company entered into Registration Rights Agreements dated as of March 13, 2002
and June 20, 2002, between the Company and the representatives of the initial
purchasers of the Original Bonds, pursuant to which the Company agreed (i) to
register $600,000,000 aggregate principal amount of its First Mortgage 6.15%
Bonds, Series 98, due March 15, 2012 (the "EXCHANGE BONDS") and (ii) to exchange
the Original Bonds for the Exchange Bonds in an exchange offer (the "EXCHANGE
OFFER"); and
WHEREAS, the Exchange Offer having been completed, the Company wishes
to issue the Exchange Bonds issuable in connection with said Exchange Offer; and
WHEREAS, the Company desires, by this Supplemental Indenture, to
provide for the issuance of the Exchange Bonds under the Mortgage, such bonds to
be designated "First Mortgage 6.15% Bonds, Series 98" and the terms and
provisions to be contained in the Exchange Bonds or to be otherwise applicable
thereto to be as set forth in this Supplemental Indenture; and
WHEREAS, the Exchange Bonds and the Trustee's certificate to be
endorsed thereon shall be substantially in the form of the General Form of
Registered Bond Without Coupons and the form of the General Form of Trustee's
Certificate set forth in Section 3.05 of the Supplemental Indenture dated August
1, 1944 to the Mortgage with such appropriate insertions, omissions and
variations in order to express the designation, date, maturity date, annual
interest rate, record dates for, and dates of, payment of interest,
denominations, terms of redemption and redemption prices, and other terms and
characteristics authorized or permitted by the Mortgage or not inconsistent
therewith; 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
provide for the issuance of the Exchange Bonds, and all acts and things
whatsoever necessary to make this Supplemental Indenture, when
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executed and delivered by the Company and the Trustees, a valid, binding and
legal instrument, and to make the Exchange Bonds, when authenticated by the
Trustee and issued as in the Mortgage and in this Supplemental Indenture
provided, the valid, 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:
SECTION 1. DESIGNATION AND ISSUANCE OF EXCHANGE BONDS. The Exchange
Bonds shall, as hereinbefore recited, be designated as the Company's "First
Mortgage 6.15% Bonds, Series 98." Subject to the provisions of the Mortgage, the
Exchange Bonds shall be issuable without limitation as to the aggregate
principal amount thereof. The Exchange Bonds are identical in all material
respects to the Original Bonds (except that the interest rate step-up provisions
and the transfer restrictions shall be modified or eliminated, as appropriate)
and shall constitute a single series of bonds under the Mortgage.
SECTION 2. FORM, DATE, MATURITY DATE, INTEREST RATE AND INTEREST
PAYMENT DATES OF EXCHANGE BONDS. (a) The definitive Exchange Bonds shall be in
engraved, lithographed, printed or typewritten 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 hereinbefore recited,
respectively. The Exchange Bonds shall be dated as provided in Section 3.01 of
the Mortgage, as amended by Supplemental Indenture dated April 1, 1967.
(b) The Exchange Bonds shall mature on March 15, 2012.
(c) The Exchange Bonds shall bear interest at the rate of 6.15% per
annum until the principal thereof shall be paid.
(d) Interest on the Exchange Bonds shall be payable semi-annually on
the fifteenth day of March and the fifteenth day of September in each year,
commencing ________, 200__. March 1 and September 1 in each year are hereby
established as record dates for the payment of interest payable on the next
succeeding interest payment dates, respectively. The interest on each Exchange
Bond 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 at the close of business on the March 1 or September 1, as the case
may be, next preceding such interest payment date.
SECTION 3. EXECUTION OF EXCHANGE BONDS. The Exchange Bonds 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
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case any officer or officers whose signature or signatures, manual or facsimile,
shall appear upon any Exchange Bond 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 4. MEDIUM AND PLACES OF PAYMENT OF PRINCIPAL OF AND INTEREST ON
EXCHANGE BONDS; TRANSFERABILITY AND EXCHANGEABILITY. Both the principal of and
interest on the Exchange Bonds 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 both such principal and interest shall
be payable at the office or agency of the Company in the City of Chicago, State
of Illinois, or, at the option of the registered owner, at the office or agency
of the Company in the Borough of Manhattan, The City of New York, State of New
York, 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 Exchange Bond
for the transfer of such bond or for the exchange thereof for bonds of other
authorized denominations, except, in the case of 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 5. DENOMINATIONS AND NUMBERING OF EXCHANGE BONDS. The Exchange
Bonds 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 Exchange Bond to be conclusively evidenced by the execution thereof on
behalf of the Company. Exchange Bonds shall be numbered R-1 and consecutively
upwards.
SECTION 6. TEMPORARY EXCHANGE BONDS. Until definitive Exchange Bonds
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 without
coupons.
SECTION 7. REDEMPTION OF EXCHANGE BONDS. (a) The Exchange Bonds shall
be redeemable, at the option of the Company, as a whole or in part, at any time
upon notice sent by the Company through the mail, postage prepaid, at least
thirty (30) days and not more than forty-five (45) days prior to the date fixed
for redemption, to the registered holder of each bond to be redeemed in whole or
in part, addressed to such holder at his address appearing upon the registration
books, at a redemption price equal to the greater of
(1) 100% of the principal amount of the Exchange Bonds to be
redeemed, plus accrued interest to the redemption date, or
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(2) as determined by the Quotation Agent (as hereinafter
defined), the sum of the present values of the remaining scheduled
payments of principal and interest on the Exchange Bonds to be redeemed
(not including any portion of payments of interest accrued as of the
redemption date) discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate (as hereinafter defined) plus twenty-five
(25) basis points, plus accrued interest to the redemption date.
Unless the Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Exchange Bonds or portions
of the Exchange Bonds called for redemption.
For purposes of the foregoing, the following terms shall have the
respective meanings set forth below:
"ADJUSTED TREASURY RATE" means, with respect to any redemption
date, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for the redemption date.
"BUSINESS DAY" means any day that is not a day on which
banking institutions in New York City are authorized or required by law
or regulation to close.
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Exchange Bonds that would be
used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Exchange Bonds.
"COMPARABLE TREASURY PRICE" means, with respect to any
redemption date:
(i) the average of the Reference Treasury Dealer
Quotations for that redemption date, after excluding the
highest and lowest of the Reference Treasury Dealer
Quotations; or
(ii) if the Trustee obtains fewer than three
Reference Treasury Dealer Quotations, the average of all
Reference Treasury Dealer Quotations so received.
"QUOTATION AGENT" means the Reference Treasury Dealer
appointed by the Company.
"REFERENCE TREASURY DEALER" means (1) each of X.X. Xxxxxx
Securities Inc. and Xxxxxxx Xxxxx Xxxxxx Inc. and their respective
successors, unless any of them ceases to be a primary U.S. Government
securities dealer in New York City (a "PRIMARY TREASURY
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DEALER"), in which case the Company shall substitute another Primary
Treasury Dealer; and (2) any other Primary Treasury Dealer selected by
the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by that
Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third Business Day preceding that redemption date.
(b) In case the Company shall desire to exercise such right to redeem
and pay off all or any part of such Exchange Bonds as hereinbefore provided, it
shall comply with all the terms and provisions of Article V of the Mortgage
applicable thereto, and such redemption shall be made under and subject to the
terms and provisions of Article V and in the manner and with the effect therein
provided, but at the time or times and upon mailing of notice, all as
hereinbefore set forth in this Section 7. No publication of notice of any
redemption of any Exchange Bonds shall be required under Section 5.03(a) of the
Mortgage.
SECTION 8. BOOK-ENTRY ONLY SYSTEM. It is intended that the Exchange
Bonds be registered so as to participate in the securities depository system
(the "DTC SYSTEM") with The Depository Trust Company ("DTC"), as set forth
herein. The Exchange Bonds shall be initially issued in the form of a fully
registered bond or bonds in the name of Cede & Co., or any successor thereto, as
nominee for DTC. The Company and the Trustees are authorized to execute and
deliver such letters to or agreements with DTC as shall be necessary to
effectuate the DTC System, including the Letter of Representations from the
Company and the Trustees to DTC relating to the Exchange Bonds (the
"REPRESENTATION LETTER"). In the event of any conflict between the terms of the
Representation Letter and the Mortgage, the terms of the Mortgage shall control.
DTC may exercise the rights of a bondholder only in accordance with the terms
hereof applicable to the exercise of such rights.
With respect to Exchange Bonds registered in the name of DTC or its
nominee, the Company and the Trustees shall have no responsibility or obligation
to any broker-dealer, bank or other financial institution for which DTC holds
such bonds from time to time as securities depository (each such broker-dealer,
bank or other financial institution being referred to herein as a "DEPOSITORY
PARTICIPANT") or to any person on behalf of whom such a Depository Participant
holds an interest in such bonds (each such person being herein referred to as an
"INDIRECT PARTICIPANT"). Without limiting the immediately preceding sentence,
the Company and the Trustees shall have no responsibility or obligation with
respect to:
(i) the accuracy of the records of DTC, its nominee or any
Depository Participant with respect to any ownership interest in the
Exchange Bonds,
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(ii) the delivery to any Depository Participant or any
Indirect Participant or any other person, other than a registered owner
of an Exchange Bond, of any notice with respect to the Exchange Bonds,
including any notice of redemption,
(iii) the payment to any Depository Participant or Indirect
Participant or any other person, other than a registered owner of an
Exchange Bond, of any amount with respect to principal of, redemption
premium, if any, on, or interest on, the Exchange Bonds, or
(iv) any consent given by DTC as registered owner.
So long as certificates for the Exchange Bonds are not issued as hereinafter
provided, the Company and the Trustees may treat DTC or any successor securities
depository as, and deem DTC or any successor securities depository to be, the
absolute owner of such bonds for all purposes whatsoever, including, without
limitation, (1) the payment of principal and interest on such bonds, (2) giving
notice of matters (including redemption) with respect to such bonds and (3)
registering transfers with respect to such bonds. While an Exchange Bond is in
the DTC System, no person other than DTC or its nominee shall receive a
certificate with respect to such bond.
In the event that:
(a) DTC notifies the Company that it is unwilling or unable to
continue as depositary or if DTC ceases to be a clearing agency
registered under applicable law and a successor depositary is not
appointed by the Company within 90 days,
(b) the Company determines that the beneficial owners of the
Exchange Bonds should be able to obtain certificated bonds and so
notifies the Trustees in writing or
(c) there shall have occurred and be continuing a completed
default or any event which after notice or lapse of time or both would
be a completed default with respect to the Exchange Bonds,
the Exchange Bonds shall no longer be restricted to being registered in the name
of DTC or its nominee. In the case of clause (a) of the preceding sentence, the
Company may determine that the Exchange Bonds shall be registered in the name of
and deposited with a successor depository operating a securities depository
system, as may be acceptable to the Company and the Trustees, or such
depository's agent or designee, and if the Company does not appoint a successor
securities depository system within 90 days, then the bonds may be registered in
whatever name or names registered owners of bonds transferring or exchanging
such bonds shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of the Mortgage to the contrary, so
long as any Exchange Bond is registered in the name of DTC or its nominee, all
payments with respect to
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principal of and interest on such bond and all notices with respect to such bond
shall be made and given, respectively, in the manner provided in the
Representation Letter.
SECTION 9. LEGENDS. So long as the Exchange Bonds are held by the
Depository Trust Company, such Exchange Bonds shall bear the following legend:
Unless this bond is presented by an authorized representative
of the Depository Trust Company, a New York corporation ("DTC"), to the
Company or its agent for registration of transfer, exchange or payment,
and any bond issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), any transfer, pledge
or other use hereof for value or otherwise by a person is wrongful
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
SECTION 10. 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 A attached hereto and made a part hereof.
SECTION 11. 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 said
indentures supplemental thereto dated subsequent to August 1, 1944 and referred
to in the recitals 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 ___________, 2002,
it shall be effective only from and after the actual time of its execution and
delivery by the Company and the Trustees 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.
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IN WITNESS WHEREOF,
Commonwealth Edison Company has caused
this Supplemental Indenture to be executed in its name by its Vice President and
Treasurer, 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 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
J. Xxxxx Xxxxxxxx
VICE PRESIDENT AND TREASURER
ATTEST:
Xxxxx X. Xxxxxx
ASSISTANT SECRETARY
BNY MIDWEST TRUST COMPANY
By
X. Xxxxxxxxx
VICE PRESIDENT
ATTEST:
X. Xxxxxx
ASSISTANT SECRETARY
X. X. XXXXXXX
-13-
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, _____________________, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that J. XXXXX XXXXXXXX, 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 Vice President and Treasurer and Assistant Secretary,
respectively, and who are both personally known to me to be Vice President and
Treasurer and an Assistant Secretary, respectively, of said corporation,
appeared before me this day in person and severally acknowledged that they
signed, executed and delivered said instrument as their free and voluntary act
as such 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 __ day of _________, A.D. 2002.
------------------
NOTARY PUBLIC
(NOTARIAL SEAL)
My Commission expires ______________________.
-00-
XXXXX XX XXXXXXXX )
) SS.
COUNTY OF XXXX )
I, _________________, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that X. XXXXXXXXX, a 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, an 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, 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 ___ day of ______, A.D. 2002.
--------------------
NOTARY PUBLIC
(NOTARIAL SEAL)
My Commission expires _______________.
-15-
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, _____________________, 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, 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 ___ day of _____, A.D. 2002.
NOTARY PUBLIC
(NOTARIAL SEAL)
My Commission expires ____________________.
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EXHIBIT A
LEGAL DESCRIPTIONS
See attached.
-17-
