EXHIBIT 4-1-1(b)
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 June 1, 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
----------
Giving Notice of the Issuance of Additional
FIRST MORTGAGE 6.15% BONDS, SERIES 98
DUE MARCH 15, 2012
THIS SUPPLEMENTAL INDENTURE, dated as of June 1, 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 Xxxxxx X. 3.05 and 3.14 of the Mortgage and
Friedrich, as Trustee and Co-Trustee issuance of First Mortgage 5-3/8%
Bonds, Series Y
February 28, 1969 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 29, 1970 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 1, 1971 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 1, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 31, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 15, 1973 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 31, 1974 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 13, 1975 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 28, 1976 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 3, 1977 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
May 17, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
August 31, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 18, 1979 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
June 20, 1980 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and Co-Trustee
April 16, 1981 Company to Continental Illinois National Bank Confirmation of mortgage lien
and Trust Company of Chicago and Xxxxxx X.
Xxxxxx, as Trustee and 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
October 1, 1991 Company to Continental Bank, National Issuance of First Mortgage 8-1/4%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 76 and First
Co-Trustee Mortgage 8-7/8% Bonds, Series 77
October 15, 1991 Company to Continental Bank, National Issuance of First Mortgage 8-3/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 78 and First
Co-Trustee Mortgage 9-1/8% Bonds, Series 79
February 1, 1992 Company to Continental Bank, National Issuance of First Mortgage 7%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 80 and First
Co-Trustee Mortgage 8-5/8% Bonds, Series 81
May 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 6-1/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 82 and First
Co-Trustee Mortgage 8% Bonds, Series 83
July 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 8-1/2%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 84
Co-Trustee
September 15, 1992 Company to Continental Bank, National Issuance of First Mortgage 7-3/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 85 and First
Co-Trustee Mortgage 8-3/8% Bonds, Series 86
February 1, 1993 Company to Continental Bank, National Issuance of First Mortgage 8-3/8%
Association and X.X. Xxxxxx, as Trustee and Bonds, Series 88
Co-Trustee
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
(the Supplemental Indenture dated as of March 1, 2002 referenced above, a copy
of which (without Exhibits thereto) is attached hereto as Exhibit A, is referred
to herein as the "March 2002 Supplemental Indenture"); and
WHEREAS, the respective designations, maturity dates and principal amounts
of the bonds of each series presently outstanding under, and secured by, the
Mortgage and the several supplemental indentures above referred to, are as
follows:
DESIGNATION MATURITY DATE PRINCIPAL
AMOUNT
First Mortgage 9-7/8% Bonds, Series 75 June 15, 2020 $ 54,171,000
First Mortgage 8-1/4% Bonds, Series 76 October 1, 2006 100,000,000
First Mortgage 8-3/8% Bonds, Series 78 October 15, 2006 125,000,000
First Mortgage 8% Bonds, Series 83 May 15, 2008 140,000,000
First Mortgage 8-1/2% Bonds, Series 84 July 15, 2022 200,000,000
First Mortgage 7-3/8% Bonds, Series 85 September 15, 2002 200,000,000
First Mortgage 8-3/8% Bonds, Series 86 September 15, 2022 200,000,000
First Mortgage 8-3/8% Bonds, Series 88 February 15, 2023 235,950,000
First Mortgage 8% Bonds, Series 91 April 15, 2023 160,000,000
First Mortgage 7-5/8% Bonds, Series 92 April 15, 2013 218,500,000
First Mortgage 7% Bonds, Series 93 July 1, 2005 225,000,000
First Mortgage 7-1/2% Bonds, Series 94 July 1, 2013 147,000,000
First Mortgage 6-5/8% Bonds, Series 96 July 15, 2003 100,000,000
First Mortgage 7-3/4% Bonds, Series 97 July 15, 2023 150,000,000
First Mortgage 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 5.3% 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 400,000,000
First Mortgage Bonds, Pollution Control Series 2002 April 15, 2013 100,000,000
==============
Total $3,112,021,000
==============
WHEREAS, pursuant to the March 2002 Supplemental Indenture, the Company
issued "bonds of Series 98" (as defined in the March 2002 Supplemental
Indenture) under and pursuant
to the Mortgage, and, pursuant to said March 2002 Supplemental Indenture, the
Company has the right to issue additional bonds of Series 98; and
WHEREAS, the Company desires to issue additional bonds of Series 98 under
the Mortgage (including the March 2002 Supplemental Indenture) in the aggregate
principal amount of Two Hundred Million Dollars ($200,000,000.00) (the
"Additional bonds of Series 98"), such bonds to be governed by the terms,
provisions and conditions set forth in the March 2002 Supplemental Indenture;
and
WHEREAS, the Company desires to execute and deliver this Supplemental
Indenture for purposes of providing notice of the issuance of the Additional
bonds of Series 98 under and pursuant to the Mortgage and confirming that such
Additional bonds of Series 98 are secured by the lien of the Mortgage, as
further provided herein; 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 issue the
Additional bonds of Series 98, and all acts and things whatsoever necessary to
make this Supplemental Indenture, when executed and delivered by the Company and
the Trustees, a valid, binding and legal instrument, and to make the Additional
bonds of Series 98, 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 ADDITIONAL BONDS OF SERIES 98. The
Additional bonds of Series 98 shall, as provided in the March 2002 Supplemental
Indenture, be designated as additional "First Mortgage 6.15% Bonds, Series 98."
The Additional bonds of Series 98 shall, for all purposes, constitute "bonds of
Series 98" for purposes of the Mortgage, shall be governed by each and all of
the terms, provisions and conditions set forth in the March 2002 Supplemental
Indenture, and shall be secured by the Mortgage. The parties confirm that,
subject to the provisions of the Mortgage, the bonds of Series 98 shall be
issuable without limitation as to the aggregate principal amount thereof.
SECTION 2. 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.
SECTION 3. 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 June 1, 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.
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 Assistant 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 /s/ J. Xxxxx Xxxxxxxx
J. Xxxxx Xxxxxxxx
Vice President and Treasurer
ATTEST:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Assistant Secretary
BNY MIDWEST TRUST COMPANY
By /s/ X. Xxxxxxxx
X. Xxxxxxxx
Assistant Vice President
ATTEST:
/s/ X. Xxxxxx
X. Xxxxxx
Assistant Secretary
/s/ X.X. Xxxxxxx
X. X. XXXXXXX
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, XXXX X. XXXXXX, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that J. XXXXX XXXXXXXX, 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 6th day of June, A.D. 2002.
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Notary Public
(NOTARIAL SEAL)
My Commission expires October 26, 2005.
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, XXXXX XXXXX XXXXXX, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that X. XXXXXXXX, an Assistant 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 Assistant Vice President and Assistant Secretary, respectively, and who are
both personally known to me to be an Assistant 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 Assistant 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 6th day of June, A.D. 2002.
/s/ Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxxx Xxxxxx
Notary Public
(NOTARIAL SEAL)
My Commission expires September 23, 2002.
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
I, XXXXX XXXXX XXXXXX, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that X. X. XXXXXXX, one of the parties
described in and which executed the foregoing instrument, who is personally
known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he
signed, 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 6th day of June, A.D. 2002.
/s/ Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxxx Xxxxxx
Notary Public
(NOTARIAL SEAL)
My Commission expires September 23, 2002.
