EX-4.1.1(B) 8 c71717exv4w1w1xby.txt SUPPLEMENTAL INDENTURE DATED JUNE 1, 2002 EXHIBIT 4-1-1(b) This instrument was prepared by, and when recorded should be returned to: Richard W. Astle Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 SUPPLEMENTAL INDENTURE ---------- Dated as of June 1, 2002 ---------- COMMONWEALTH EDISON COMPANY to BNY MIDWEST TRUST COMPANY and D. G. DONOVAN 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 10 South Dearborn Street, 37th floor, Chicago, Illinois 60603, 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 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, and D.G. Donovan, an individual having an address at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, 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 Edmond B. 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 Edmond B. Stofft, as Trustee and Co-Trustee April 1, 1953 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Edmond B. Stofft, as Trustee and Co-Trustee March 31, 1967 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Edward J. Friedrich, 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 Edward J. 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 Donald W. Alfvin, as Trustee and Co-Trustee May 29, 1970 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 1, 1971 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 1, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 31, 1972 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 15, 1973 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 31, 1974 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 13, 1975 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 28, 1976 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 3, 1977 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee May 17, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee August 31, 1978 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee June 18, 1979 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee
June 20, 1980 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 16, 1981 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 30, 1982 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 15, 1983 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 13, 1984 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 15, 1985 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and Donald W. Alfvin, as Trustee and Co-Trustee April 15, 1986 Company to Continental Illinois National Bank Confirmation of mortgage lien and Trust Company of Chicago and M.J. Kruger, as Trustee and Co-Trustee June 15, 1990 Company to Continental Bank, National Issuance of First Mortgage 9-7/8% Association and M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, as Trustee and Bonds, Series 92 Co-Trustee June 15, 1993 Company to Continental Bank, National Issuance of First Mortgage 7% Association and M.J. Kruger, 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 M.J. Kruger, 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 M.J. Kruger, 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, Robert J. Donahue, as Trustee and Co-Trustee Pollution Control Series 1994D June 1, 1996 Company to Harris Trust and Savings Bank and Issuance of First Mortgage Bonds, D.G. Donovan, 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% Donovan, 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 D. G. Donovan, 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. Barry Mitchell J. Barry Mitchell Vice President and Treasurer ATTEST: /s/ Scott N. Peters Scott N. Peters Assistant Secretary BNY MIDWEST TRUST COMPANY By /s/ M. Callahan M. Callahan Assistant Vice President ATTEST: /s/ C. Potter C. Potter Assistant Secretary /s/ D.G. Donovan D. G. DONOVAN STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, MARY L. KWILOS, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that J. BARRY MITCHELL, Vice President and Treasurer of Commonwealth Edison Company, an Illinois corporation, one of the parties described in and which executed the foregoing instrument, and SCOTT N. PETERS, 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/ Mary L. Kwilos Mary L. Kwilos Notary Public (NOTARIAL SEAL) My Commission expires October 26, 2005. STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, LINDA ELLEN GARCIA, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that M. CALLAHAN, 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 C. POTTER, 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/ Linda Ellen Garcia Linda Ellen Garcia Notary Public (NOTARIAL SEAL) My Commission expires September 23, 2002. STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, LINDA ELLEN GARCIA, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that D. G. DONOVAN, 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/ Linda Ellen Garcia Linda Ellen Garcia Notary Public (NOTARIAL SEAL) My Commission expires September 23, 2002.