EXHIBIT 4-5
COMMONWEALTH EDISON COMPANY
AND
CITIBANK, N.A.
Trustee Under Indenture Dated as of September 1, 1987
as amended and supplemented
Form of Supplemental Indenture
Dated as of _______ __, 200_
Providing for issuance of
____% Notes due _______ __, 20__
THIS SUPPLEMENTAL INDENTURE, dated as of the __ day of ______, 200_,
between COMMONWEALTH EDISON COMPANY, a corporation duly organized and validly
existing under the laws of the State of Illinois (hereinafter called the
"Company"), and CITIBANK, N.A., a national banking association incorporated and
existing under the laws of the United States of America (hereinafter called the
"Trustee"), Trustee under the Indenture dated as of September 1, 1987, as
amended and supplemented, between the Company and the Trustee (said Indenture,
as heretofore amended and supplemented, hereinafter called the "Original
Indenture").
W I T N E S S E T H:
WHEREAS, the Original Indenture provides for the issuance from time
to time thereunder, in series, of Notes of the Company to provide funds for its
corporate purposes; and
WHEREAS, the Company desires, by this Supplemental Indenture, to
create a series of ____% Notes to be issuable under the Original Indenture and
to be known as the Company's _____% Notes due ________ __, 20__ (the "Notes"),
and the terms and provisions thereof to be as hereinafter set forth; and
WHEREAS, the general forms of the Notes and the Trustee's
certificate of authentication to be borne by the Notes are to be in the
respective forms established pursuant to or set forth in the Original Indenture,
with such insertions, omissions and variations as the Board of Directors of the
Company may determine in accordance with the provisions of this Supplemental
Indenture; and
WHEREAS, all things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee and duly issued by
the Company, the valid obligations of the Company, and to make this Supplemental
Indenture a valid agreement of the Company, in accordance with their and its
terms, have been done.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of such Holders, as follows:
SECTION 1. DEFINED TERMS. All terms used in this Supplemental
Indenture that are defined in the Original Indenture have the meanings assigned
to them in the Original Indenture.
SECTION 2. DESIGNATION AND TERMS OF THE NOTES. A series of Notes
created by this Supplemental Indenture shall be known and designated as the
"____% Notes due _______ __, 20__" of the Company and shall be limited in
aggregate principal amount to $___________.
The Stated Maturity of the Notes shall be ______ __, 20__. The Notes
shall bear interest from ________ __, 200_, or from the most recent Interest
Payment Date to which interest on the Notes then Outstanding has been paid or
duly provided for, at the rate of _____%
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per annum. Interest shall be payable semi-annually on _______ and _______ of
each year, commencing _______ __, 200_, until the principal amount thereof is
paid or duly provided for.
Payment of principal of the Notes and, unless otherwise paid as
hereinafter provided, the interest thereon will be made at the office or agency
of the Company in the Borough of Manhattan, City and State of New York,
provided, however, that payment of interest may be made at the option of the
Company by check or draft mailed to the person entitled thereto at his address
appearing in the Note Register.
The Regular Record Date referred to in Section 1.01 of the Original
Indenture for the payment of the interest on the Notes payable, and punctually
paid or duly provided for, on any Interest Payment Date shall be the first day
(whether or not a Business Day) of the month in which such Interest Payment Date
occurs.
The Notes may be issued in denominations of $1,000 and any integral
multiple thereof authorized by the Company, such authorization to be
conclusively evidenced by the execution thereof.
Upon the execution of this Supplemental Indenture, the Notes may be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall, upon receipt of the documents specified in Section 2.02 of the
Original Indenture, thereupon authenticate and deliver said Notes to or upon a
Company Order.
SECTION 3. DEPOSITORY SYSTEM. It is intended that the Notes 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
Notes shall be initially issued in the form of a fully registered note or notes
in the name of Cede & Co., or any successor thereto, as nominee for DTC. The
Company and the Trustee 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 Trustee to DTC
relating to the Notes (the "Representation Letter"). In the event of any
conflict between the terms of the Representation Letter and the Original
Indenture, the terms of the Original Indenture shall control. DTC may exercise
the rights of a noteholder only in accordance with the terms hereof applicable
to the exercise of such rights.
With respect to Notes registered in the name of DTC or its nominee,
the Company and the Trustee shall have no responsibility or obligation to any
broker-dealer, bank or other financial institution for which DTC holds such
notes 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 notes (each such person being herein referred to as an
"Indirect Participant"). Without limiting the immediately preceding sentence,
the Company and the Trustee shall have no responsibility or obligation with
respect to (a) the accuracy of the records of DTC, its nominee or any Depository
Participant with respect to any ownership interest in the Notes, (b) the
delivery to any Depository Participant or any Indirect Participant or any other
person, other than a registered owner of a Note, of any notice with respect to
the Notes, (c) the payment to any Depository Participant or Indirect Participant
or any other person, other than
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a registered owner of a Note, of any amount with respect to principal of, or
interest on, the Notes, or (d) any consent given by DTC as registered owner. So
long as certificates for the Notes of a particular series are not issued as
provided in Section 2.11(c) or (d) of the Original Indenture, the Company and
the Trustee may treat DTC or any successor securities depository as, and deem
DTC or any successor securities depository to be, the absolute owner of such
Notes for all purposes whatsoever, including without limitation (i) the payment
of principal and interest on such Notes, (ii) giving notice of matters with
respect to such Notes and (iii) registering transfers with respect to such
Notes. While a Note is in the DTC System, no person other than DTC or its
nominee shall receive a certificate with respect to such Note.
Notwithstanding any other provision of the Original Indenture to the
contrary, so long as any Note is registered in the name of DTC or its nominee,
all payments with respect to principal of and interest on such Note and all
notices with respect to such Note shall be made and given, respectively, in the
manner provided in the Representation Letter.
SECTION 4. REDEMPTION OF NOTES.
[Insert redemption provisions, if applicable]
SECTION 5. [Insert any other applicable provisions]
T E S T I M O N I U M
This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
COMMONWEALTH EDISON COMPANY
By:
-------------------------------
Name:
Title:
ATTEST:
--------------------------
Name:
Title:
(Corporate Seal)
CITIBANK, N.A.
By:
-------------------------------
Name:
Title:
ATTEST:
--------------------------
Name:
Title:
(Corporate Seal)
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