Supplemental Indenture Dated as of November 10, 2003 Commonwealth Edison Company to BNY Midwest Trust Company and Trustees Under Mortgage Dated July 1, 1923, and Certain Indentures Supplemental Thereto Providing for Issuance of FIRST MORTGAGE BONDS,...
Exhibit 4-1-1(C)
This instrument was prepared by,
and when recorded should be
returned to:
and when recorded should be
returned to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP
Bank One Plaza
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP
Bank One Plaza
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dated as of November 10, 2003
to
BNY Midwest Trust Company
and
▇.▇. ▇▇▇▇▇▇▇
Trustees Under Mortgage Dated July 1, 1923,
and Certain
Indentures Supplemental Thereto
Providing for Issuance of
FIRST MORTGAGE BONDS, POLLUTION CONTROL SERIES 2003C
Due March 1, 2020
Due March 1, 2020
This Supplemental Indenture, dated as of November 10, 2003, 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 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, party of the first part, BNY Midwest Trust Company, a
trust company organized and existing under the laws of the State of Illinois having an address at ▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇.▇. ▇▇▇▇▇▇▇, an individual
having an address at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Amendment and restatement of Mortgage dated July 1, 1923 | ||
August 1, 1946
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 1, 1953
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
March 31, 1967
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 1, 1967
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Amendment of Sections 3.01, 3.02, 3.05 and 3.14 of the Mortgage and issuance of First Mortgage 5-3/8% Bonds, Series Y |
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| Supplemental | ||||
| Indenture Date | Parties | Providing For | ||
February 28, 1969
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
May 29, 1970
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
June 1, 1971
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 1, 1972
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
May 31, 1972
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
June 15, 1973
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
May 31, 1974
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
June 13, 1975
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
May 28, 1976
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
June 3, 1977
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
May 17, 1978
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
August 31, 1978
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
June 18, 1979
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
June 20, 1980
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 16, 1981
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien |
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| Supplemental | ||||
| Indenture Date | Parties | Providing For | ||
April 30, 1982
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 15, 1983
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 13, 1984
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 15, 1985
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
April 15, 1986
|
Company to Continental Illinois National Bank and Trust Company of Chicago and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Confirmation of mortgage lien | ||
June 15, 1990
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 9-7/8% Bonds, Series 75 | ||
October 1, 1991
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 8-1/4% Bonds, Series 76 and First Mortgage 8-7/8% Bonds, Series 77 | ||
October 15, 1991
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 8-3/8% Bonds, Series 78 and First Mortgage 9-1/8% Bonds, Series 79 | ||
May 15, 1992
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 6-1/8% Bonds, Series 82 and First Mortgage 8% Bonds, Series 83 | ||
April 15, 1993
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 7-5/8% Bonds, Series 92 | ||
June 15, 1993
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 7% Bonds, Series 93 and First Mortgage 7-1/2% Bonds, Series 94 | ||
July 15, 1993
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 6-5/8% Bonds, Series 96 and First Mortgage 7-3/4% Bonds, Series 97 | ||
January 15, 1994
|
Company to Continental Bank, National Association and ▇.▇. ▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage Bonds, Pollution Control Series 1994A, 1994B and 1994C | ||
December 1, 1994
|
Company to Bank of America Illinois and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage Bonds, Pollution Control Series 1994D |
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| Supplemental | ||||
| Indenture Date | Parties | Providing For | ||
June 1, 1996
|
Company to ▇▇▇▇▇▇ Trust and Savings Bank and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage Bonds, Pollution Control Series 1996A and 1996B | ||
March 1, 2002
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of unregistered First Mortgage 6.15% Bonds, Series 98 | ||
May 20, 2002
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage Bonds, Pollution Control Series 2002 | ||
June 1, 2002
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of additional unregistered First Mortgage 6.15% Bonds, Series 98 | ||
October 7, 2002
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of registered First Mortgage 6.15% Bonds, Series 98 in exchange for unregistered First Mortgage 6.15% Bonds, Series 98 | ||
January 13, 2003
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 3.700% Bonds, Series 99 and First Mortgage 5.875% Bonds, Series 100 | ||
March 14, 2003
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 4.70% Bonds, Series 101 | ||
April 23, 2003
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage Bonds, Pollution Control Series 2003 | ||
August 13, 2003
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage 4.74% Bonds, Series 102 | ||
September 10, 2003
|
Company to BNY Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇, as Trustee and Co-Trustee | Issuance of First Mortgage Bonds, Pollution Control Series 2003B |
WHEREAS, the respective designations, maturity dates and principal amounts of the bonds
of each series presently outstanding under, and secured by, the Mortgage and the several
supplemental indentures above referred to, are as follows:
| Designation | Maturity Date | Principal Amount | ||||
First Mortgage 9-7/8% Bonds, Series 75 |
June 15, 2020 | $ | 54,171,000 | |||
First Mortgage 8-1/4% Bonds, Series 76 |
October 1, 2006 | 100,000,000 | ||||
First Mortgage 8-3/8% Bonds, Series 78 |
October 15, 2006 | 125,000,000 | ||||
First Mortgage 8% Bonds, Series 83 |
May 15, 2008 | 140,000,000 | ||||
First Mortgage 7-5/8% Bonds, Series 92 |
April 15, 2013 | 218,500,000 | ||||
First Mortgage 7% Bonds, Series 93 |
July 1, 2005 | 225,000,000 | ||||
First Mortgage 7-1/2% Bonds, Series 94 |
July 1, 2013 | 147,000,000 | ||||
First Mortgage 7-3/4% Bonds, Series 97 |
July 15, 2023 | 150,000,000 | ||||
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| Designation | Maturity Date | Principal Amount | ||||
First Mortgage 5.3% Bonds, Pollution
Control Series 1994A |
January 15, 2004 | 26,000,000 | ||||
First Mortgage 5.7% Bonds, Pollution
Control Series 1994B |
January 15, 2009 | 20,000,000 | ||||
First Mortgage 5.85% Bonds, Pollution
Control Series 1994C |
January 15, 2014 | 20,000,000 | ||||
First Mortgage 6.75% Bonds, Pollution
Control Series 1994D |
March 1, 2015 | 91,000,000 | ||||
First Mortgage 4.4% Bonds, Pollution
Control Series 1996A |
December 1, 2006 | 110,000,000 | ||||
First Mortgage 4.4% Bonds, Pollution
Control Series 1996B |
December 1, 2006 | 89,400,000 | ||||
First Mortgage 6.15% Bonds, Series 98 |
March 15, 2012 | 600,000,000 | ||||
First Mortgage Bonds, Pollution
Control Series 2002 |
April 15, 2013 | 100,000,000 | ||||
First Mortgage 3.700% Bonds, Series 99 |
February 1, 2008 | 350,000,000 | ||||
First Mortgage 5.875% Bonds, Series 100 |
February 1, 2033 | 350,000,000 | ||||
First Mortgage 4.70% Bonds, Series 101 |
April 15, 2015 | 395,000,000 | ||||
First Mortgage Bonds, Pollution
Control Series 2003 |
May 15, 2017 | 40,000,000 | ||||
First Mortgage 4.74% Bonds, Series 102 |
August 15, 2010 | 250,000,000 | ||||
First Mortgage Bonds, Pollution
Control Series 2003B |
November 1, 2019 | 42,200,000 | ||||
| Total | $ | 3,643,271,000 | ||||
WHEREAS, the Mortgage provides for the issuance from time to time thereunder, in series,
of bonds of the Company for the purposes and subject to the limitations therein specified; and
WHEREAS, the Company desires, by this Supplemental Indenture, to create an additional series
of bonds to be issuable under the Mortgage, such bonds to be designated “First Mortgage Bonds,
Pollution Control Series 2003C” (hereinafter called the “bonds of Series 2003C”) and the terms and
provisions to be contained in the bonds of Series 2003C or to be otherwise applicable thereto to be
as set forth in this Supplemental Indenture; and
WHEREAS, the bonds of Series 2003C and the Trustee’s certificate to be endorsed thereon shall
be substantially in the forms included in Exhibit A hereto; and
WHEREAS, the Company is legally empowered and has been duly authorized by the necessary
corporate action and by order of the Illinois Commerce Commission to make, execute and deliver this
Supplemental Indenture, and to create, as an additional series of bonds of the Company, the bonds
of Series 2003C, and all acts and things whatsoever necessary to
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make this Supplemental Indenture, when executed and delivered by the Company and the Trustees,
a valid, binding and legal instrument, and to make the bonds of Series 2003C, when authenticated by
the Trustee and issued as provided in the Mortgage and in this Supplemental Indenture, 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:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01. Terms of the Mortgage. The terms used in this Supplemental Indenture which are
defined in the Mortgage, unless otherwise specified herein, are used herein with the same meanings
as in the Mortgage.
SECTION 1.02. Definitions of New Terms. The following terms shall have the following
meanings in this Supplemental Indenture:
“IDFA” shall mean the Illinois Development Finance Authority, a political
subdivision and body politic and corporate duly organized and validly existing under
and by virtue of the laws of the State of Illinois.
“IDFA Bonds” shall mean those certain Pollution Control Revenue Refunding Bonds
(Commonwealth Edison Company Project) Series 2003C issued in the original aggregate
principal amount of $50,000,000 under and pursuant to the terms of the IDFA
Indenture.
“IDFA Indenture” shall mean that certain Indenture of Trust dated as of
November 1, 2003, between IDFA, as issuer, and Bank One, National Association, as
trustee.
SECTION 1.03. Rules of Construction. All references to any agreement refer to such agreement
as modified, varied, or amended from time to time by the parties thereto (including any permitted
successors or assigns) in accordance with its terms.
ARTICLE II
SECTION 2.01. Designation and Issuance of Bonds. (a) The bonds of Series 2003C shall, as
hereinbefore recited, be designated as the Company’s “First Mortgage Bonds, Pollution Control
Series 2003C.”
(b) Subject to the provisions of the Mortgage, the bonds of Series 2003C shall be issuable
without limitation as to the aggregate principal amount thereof.
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SECTION 2.02. Form, Date, Maturity Date, Interest Rate and Interest Payment Dates of Bonds.
(a) The definitive bonds of Series 2003C shall be in engraved, lithographed, printed or
type-written form and shall be registered bonds without coupons, and such bonds and the Trustee’s
certificate to be endorsed thereon shall be substantially in the forms included in Exhibit A
hereto. The bonds of Series 2003C shall be dated as provided in Section 3.01 of the Mortgage, as
amended by Supplemental Indenture dated April 1, 1967. All bonds of Series 2003C shall mature on
March 1, 2020.
(b) The bonds of Series 2003C shall bear interest on each day that they are outstanding at a
rate per annum which is equal to the weighted-average interest rate borne on the IDFA Bonds
outstanding on such date; provided, however, such interest rate on the bonds of Series 2003C shall
not exceed 12% per annum. The bonds of Series 2003C shall bear interest until the principal
thereof shall be paid in full. Interest on the bonds of Series 2003C shall be payable to the
record holder thereof on the dates that interest is payable on the IDFA Bonds.
(c) The interest on the bonds of Series 2003C so payable on any interest payment date shall,
subject to the exceptions provided in Section 3.01 of the Mortgage, as amended by said Supplemental
Indenture dated April 1, 1967, be paid to the person in whose name such bond is registered on such
interest payment date.
SECTION 2.03. Bonds Issued as Collateral Security. The bonds of Series 2003C shall be
issued, delivered, and pledged to, and registered in the name of, the trustee under the IDFA
Indenture in order to secure and provide for, and as collateral security for, the due and punctual
payment of the principal, premium, if any, and interest due from time to time on the IDFA Bonds.
SECTION 2.04. Credit for Payments on IDFA Bonds. (a) The Company shall receive a credit
against its obligation to make any payment of interest on the bonds of Series 2003C, whether on an
interest payment date, at maturity, upon redemption, upon acceleration or otherwise, in an amount
equal to the amount, if any, paid by or for the account of the Company in respect of any
corresponding payment of interest on the IDFA Bonds. So long as all the bonds of Series 2003C are
pledged as described in Section 2.03, the obligation of the Company to make any payment with
respect to the principal of the bonds of Series 2003C shall be credited in full if, at the time
that any such payment of principal shall be due, there shall have been paid by or for the account
of the Company the then due principal of all IDFA Bonds which are outstanding.
(b) The Trustee may conclusively presume that the obligation of the Company to pay the
principal of, and premium, if any, and interest on, the bonds of Series 2003C as the same shall
become due and payable has been credited in accordance with this Section 2.04 unless and until it
shall have received a written notice (including a telex, telegram, telecopy or other form of
written telecommunication) from the trustee under the IDFA Indenture stating that payment of the
principal of, or premium, if any, or interest on, the IDFA Bonds has become due and payable and has
not been fully paid and specifying the amount of funds required to make such payment.
SECTION 2.05. Execution of Bonds. The bonds of Series 2003C shall be executed on behalf of
the Company by its President or one of its Vice Presidents, manually or by
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facsimile signature, and shall have its corporate seal affixed thereto or a facsimile of such
seal imprinted thereon, attested by its Secretary or one of its Assistant Secretaries, manually or
by facsimile signature, all as may be provided by resolution of the Board of Directors of the
Company. In case any officer or officers whose signature or signatures, manual or facsimile, shall
appear upon any bond of Series 2003C shall cease to be such officer or officers before such bond
shall have been actually authenticated and delivered, such bond nevertheless may be issued,
authenticated and delivered with the same force and effect as though the person or persons whose
signature or signatures, manual or facsimile, appear thereon had not ceased to be such officer or
officers of the Company.
SECTION 2.06. Medium and Places of Payment of Principal of, and Premium, If Any, and Interest
on, Bonds; Transferability and Exchangeability. The principal of, and premium, if any, and the
interest on the bonds of Series 2003C shall be payable in any coin or currency of the United States
of America which at the time of payment is legal tender for the payment of public and private
debts, and such principal, premium, if any, and interest shall be payable at the office or agency
of the Company in the City of Chicago, State of Illinois, and such bonds shall be transferable and
exchangeable, in the manner provided in Sections 3.09 and 3.10 of the Mortgage, at said office or
agency. No charge shall be made by the Company to the registered owner of any bond of Series 2003C
for the registration of transfer of such bond or for the exchange thereof for bonds of the same
series of other authorized denominations, except, in the case of any transfer, a charge sufficient
to reimburse the Company for any stamp or other tax or governmental charge required to be paid by
the Company or the Trustee.
SECTION 2.07. Denominations and Numbering of Bonds. The bonds of Series 2003C shall be
issued in the denomination of $1,000 and in such multiples of $1,000 as shall from time to time
hereafter be determined and authorized by the Board of Directors of the Company or by any officer
or officers of the Company authorized to make such determination, the authorization of the
denomination of any bond of Series 2003C to be conclusively evidenced by the execution thereof on
behalf of the Company. Bonds of Series 2003C shall each be numbered R-1 and consecutively upwards.
SECTION 2.08. Temporary Bonds. Until definitive bonds of Series 2003C are ready for
delivery, there may be authenticated and issued in lieu of any thereof and subject to all of the
provisions, limitations, and conditions set forth in Section 3.11 of the Mortgage, temporary
registered bonds of Series 2003C without coupons.
SECTION 2.09. Optional Redemption of Bonds. Upon the notice and in the manner provided in
the paragraph under the heading “Optional Redemption” of the IDFA Bonds, the bonds of
Series 2003C may be redeemed in whole or in part, at the option of the Company, on the date or
dates determined thereunder, at the redemption prices (expressed as percentages of the principal
amount of each bond of Series 2003C or portion thereof to be redeemed) set forth therein, plus
accrued interest to the redemption date.
SECTION 2.10. Mandatory Redemption. Upon the notice and in the manner provided in the
paragraphs under the heading “Mandatory Redemption” of the IDFA Bonds, the bonds of Series
2003C shall be redeemed by the Company in whole, or as provided under
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such paragraphs in part, at 100% of the principal amount thereof plus accrued interest to the
redemption date.
SECTION 2.11. Default Mandatory Redemption. The bonds of Series 2003C shall be redeemed
promptly, without notice, by the Company in whole at 100% of the principal amount thereof plus
accrued interest to the date of redemption following receipt by the Trustee of written notice from
the trustee under the IDFA Indenture stating that the principal of the IDFA Bonds has been declared
to be immediately due and payable as a result of an event of default under the IDFA Indenture.
ARTICLE III
CONFIRMATION OF LIEN
The Company, for the equal and proportionate benefit and security of the holders of all bonds
at any time issued under the Mortgage, hereby confirms the lien of the Mortgage upon, and hereby
grants, bargains, sells, transfers, assigns, pledges, mortgages, warrants and conveys unto the
Trustees, all property of the Company and all property hereafter acquired by the Company, other
than (in each case) property which, by virtue of any of the provisions of the Mortgage, is excluded
from such lien, and hereby confirms the title of the Trustees (as set forth in the Mortgage) in and
to all such property. Without in any way limiting or restricting the generality of the foregoing,
there is specifically included within the confirmation of lien and title hereinabove expressed the
property of the Company legally described on Exhibit B attached hereto and made a part hereof.
ARTICLE IV
MISCELLANEOUS
The terms and conditions of this Supplemental Indenture shall be deemed to be a part of the
terms and conditions of the Mortgage for any and all purposes. The Mortgage, as supplemented by
the indentures supplemental thereto dated subsequent to August 1, 1944 and referred to in the first
paragraph of this Supplemental Indenture, and as further supplemented by this Supplemental
Indenture, is in all respects hereby ratified and confirmed.
This Supplemental Indenture shall bind and, subject to the provisions of Article XIV of the
Mortgage, inure to the benefit of the respective successors and assigns of the parties hereto.
Although this Supplemental Indenture is dated as of November 10, 2003, 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.
10
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 Vice Presidents, and ▇.▇. ▇▇▇▇▇▇▇, 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
| Vice President and Treasurer | ||||
ATTEST: |
||||
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
||||
Assistant Secretary |
||||
| BNY MIDWEST TRUST COMPANY | ||||
| By: | ||||
| ▇. ▇▇▇▇▇▇▇▇▇ | ||||
| Vice President | ||||
ATTEST: |
||||
▇. ▇▇▇▇▇▇ |
||||
Assistant Vice President |
||||
| ▇.▇. ▇▇▇▇▇▇▇ | ||||
11
STATE OF ILLINOIS
|
) | |||
| ) | ||||
COUNTY OF ▇▇▇▇
|
) |
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President and Treasurer of Commonwealth Edison Company,
an Illinois corporation, one of the parties described in and which executed the foregoing
instrument, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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 12th day of November, A.D. 2003.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Notary Public
Notary Public
(NOTARIAL SEAL)
My Commission expires February 15, 2005.
12
STATE OF ILLINOIS
|
) | |||
| ) | ||||
COUNTY OF ▇▇▇▇
|
) |
I, ▇. ▇▇▇▇▇▇▇▇▇, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that ▇. ▇▇▇▇▇▇▇▇▇, Vice President of BNY Midwest Trust Company, an Illinois trust company,
one of the parties described in and which executed the foregoing instrument, and ▇. ▇▇▇▇▇▇,
Assistant Vice President 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
Vice President, respectively, and who are both personally known to me to be a Vice President and an
Assistant Vice President, 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 Vice President, 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 10th day of November, A.D. 2003.
▇. ▇▇▇▇▇▇▇▇▇
Notary Public
Notary Public
{SEAL}
My Commission expires July 8, 2006.
13
STATE OF ILLINOIS
|
) | |||
| ) | ||||
COUNTY OF ▇▇▇▇
|
) |
I, ▇. ▇▇▇▇▇▇▇▇▇, a Notary Public in and for said County, in the State aforesaid, DO HEREBY
CERTIFY that ▇.▇. ▇▇▇▇▇▇▇, 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 10th day of November, A.D. 2003.
▇. ▇▇▇▇▇▇▇▇▇
Notary Public
Notary Public
{SEAL}
My Commission expires July 8, 2006.
14
EXHIBIT A
to
Supplemental Indenture
to
Supplemental Indenture
First Mortgage Bond, Pollution Control Series 2003C
Due March 1, 2020
COMMONWEALTH EDISON COMPANY, an Illinois corporation (hereinafter called the “Company”), for
value received, hereby promises to pay to
, as trustee under that certain
Indenture of Trust dated as of November 1, 2003 between Illinois Development Finance Authority
(“IDFA”) and said trustee, or registered assigns, on the first day of March, 2020, the sum of
Dollars, and to pay interest on said sum from the date hereof until said sum shall be
paid, at a rate per annum on each day which is equal to the weighted-average interest rate borne on
the IDFA Bonds (as hereinafter defined) outstanding on such date, until the principal thereof shall
be paid in full, subject to Section 2.04 of the Supplemental Indenture dated as of November 10,
2003 (the “Supplemental Indenture”), executed and delivered by the Company to the Trustees (as
hereinafter defined), which provides for certain credits towards payment of principal of and
interest on the bonds of this Series. Interest shall accrue on the bonds of this Series from the
date of issuance hereof, and the payment thereof shall be credited as provided in Section 2.04(a)
of the Supplemental Indenture unless and until the Trustee receives the notice contemplated by
Section 2.04(b) of the Supplemental Indenture, whereupon the interest on the bonds of this Series
shall become and remain due and payable until such time as the Trustee receives a further written
notice (including a telex, telegram, telecopy or other form of written telecommunication) from the
trustee under the IDFA Indenture (as hereinafter defined) stating that such payments need not
continue. When interest is due and payable as described above, interest on the bonds of this
Series shall be payable at the same time as interest on the IDFA Bonds and upon maturity,
redemption, or acceleration of the bonds of this Series, subject to Section 2.04 of the
Supplemental Indenture. The interest on each bond of this Series so payable on any interest
payment date shall, subject to the exceptions provided in Section 3.01 of the Mortgage (as
hereinafter defined), as amended by a supplemental indenture dated April 1, 1967, be paid to the
person in whose name such bond is registered on the date of such payment. The principal of, and
premium, if any, and the interest on, this bond shall be payable at the office or agency of the
Company in the City of Chicago, State of Illinois in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
This bond is one of the bonds of the Company, issued and to be issued in series from time to
time under and in accordance with and, irrespective of the time of issue, equally and ratably
secured by the Mortgage dated July 1, 1923, and indentures supplemental thereto, under which BNY
Midwest Trust Company and ▇.▇. ▇▇▇▇▇▇▇ (collectively, the “Trustees”) are now the Trustees, and is
one of the First Mortgage Bonds, Pollution Control Series 2003C of the
A-1
Company, the issuance of which is provided for by the Supplemental Indenture, executed and
delivered by the Company to such Trustees, to which Mortgage and all indentures supplemental
thereto reference is hereby made for a description of the property mortgaged and pledged, the
nature and extent of the security, the rights of the holders and registered owners of said bonds,
of the Company and of the Trustees in respect of the security, and the terms and conditions
governing the issuance and security of said bonds. The term “Mortgage,” as hereinafter used, shall
mean said Mortgage dated July 1, 1923, and all indentures supplemental thereto.
With the consent of the Company and to the extent permitted by and as provided in the
Mortgage, modifications or alterations of the Mortgage or of any indenture supplemental thereto and
of the rights and obligations of the Company and of the holders and registered owners of the bonds
may be made, and compliance with any provision of the Mortgage or any such supplemental indenture
may be waived, by the affirmative vote of the holders and registered owners of not less than eighty
per centum (80%) in principal amount of the bonds then outstanding under the Mortgage, and by the
affirmative vote of the holders and registered owners of not less than eighty per centum (80%) in
principal amount of the bonds of any series then outstanding under the Mortgage and affected by
such modification or alteration, in case one or more but less than all of the series of bonds then
outstanding under the Mortgage are so affected, but in any case excluding bonds disqualified from
voting by reason of the Company’s interest therein as provided in the Mortgage; subject, however,
to the condition, among other conditions stated in the Mortgage, that no such modification or
alteration shall be made which will permit the extension of the time or times of payment of the
principal of or the interest or the premium, if any, on this bond, or the reduction in the
principal amount hereof or in the rate of interest or the amount of any premium hereon, or any
other modification in the terms of payment of such principal, interest or premium, which terms of
payment are unconditional, or, otherwise than as permitted by the Mortgage, the creation of any
lien ranking prior to or on a parity with the lien of the Mortgage with respect to any of the
mortgaged property, all as more fully provided in the Mortgage.
The bonds of this Series are subject to redemption, as provided in the Supplemental Indenture.
In case of certain completed defaults specified in the Mortgage, the principal of this bond
may be declared or may become due and payable in the manner and with the effect provided in the
Mortgage.
No recourse shall be had for the payment of the principal of or the interest on this bond, or
for any claim based hereon, or otherwise in respect hereof or of the Mortgage, to or against any
incorporator, stockholder, officer or director, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or such successor corporation, under
any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors and officers being waived
and released by the registered owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Mortgage, all as more fully provided therein.
A-2
This bond is transferable by the registered owner hereof, in person or by duly authorized
attorney, at the office or agency of the Company in the City of Chicago, State of Illinois, upon
surrender and cancellation of this bond; and thereupon a new registered bond or bonds without
coupons of the same aggregate principal amount and series will, upon the payment of charges as
provided in the Mortgage, be issued to the transferee in exchange herefor.
Bonds of this Series are issuable only in registered form without coupons and in the
denominations of $1,000 each and any authorized multiple thereof. As provided in the Mortgage,
such bonds are exchangeable for registered bonds of the same series as between authorized
denominations. Any such exchange may be made by the registered owner of any such bond or bonds
upon presentation thereof for that purpose at the office or agency of the Company in the City of
Chicago, State of Illinois.
This bond shall not be entitled to any security or benefit under the Mortgage or be valid or
become obligatory for any purpose unless and until it shall have been authenticated by the
execution by the corporate Trustee, or its successor in trust under the Mortgage, of the
certificate endorsed hereon.
A-3
IN WITNESS WHEREOF, Commonwealth Edison Company has caused this bond to be executed in its
name by its President or one of its Vice-Presidents, and has caused its corporate seal to be hereto
affixed, attested by its Secretary or one of its Assistant Secretaries, as of the day of
,
20 .
| COMMONWEALTH EDISON COMPANY | ||||||
[SEAL] |
||||||
| By: | ||||||
| President | ||||||
ATTEST: |
||||||
Secretary |
||||||
(General Form of Trustee’s Certificate)
This bond is one of the bonds of the series designated herein, referred to and described in
the within mentioned Supplemental Indenture dated as of November 10, 2003.
| BNY MIDWEST TRUST COMPANY | ||||
| By: | ||||
| Authorized Officer | ||||
Illinois Commerce Commission Identification No. 6233
A-4
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:
| TEN COM - | as tenants in common | |||
| TEN ENT - | as tenants by the entireties | |||
| JT TEN - | as joint tenants with right of survivorship and not as tenants in common |
| UNIF GIFT MIN ACT - | Custodian | |||||||||||||
| (Cust) | (Minors) | |||||||||||||
| under | Uniform | Gifts | to | Minors | Act | |||||||||
| (State) | ||||||||||||||
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s), and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
(Please print or typewrite name and address including postal zip code of assignee)
the within Bond and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Bond on the books of the Company, with full power of
substitution in the premises.
Dated: |
||||||
| NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. |
A-5