SUPPLEMENTAL INDENTURE, dated as of
the 17th day of March, Nineteen hundred ninety-nine (1999),
made by and between Potomac Electric Power Company, a corporation
organized and existing under the laws of the District of Columbia and a
domestic corporation of the Commonwealth of Virginia (hereinafter
sometimes called the "Company"), party of the first part, and The Bank of
New York, a New York banking corporation organized and existing under the
laws of the State of New York (hereinafter sometimes called the
"Trustee"), as Trustee under the Mortgage and Deed of Trust dated July 1,
1936, hereinafter mentioned, party of the second
part;
WHEREAS, the Company has
heretofore executed and delivered its Mortgage and Deed of Trust, dated
July 1, 1936 (hereinafter sometimes referred to as the "Original
Indenture"), to The Riggs National Bank of Washington, D.C., as trustee,
to secure an issue of First Mortgage Bonds of the Company, issuable in
series; and
WHEREAS, the Trustee has
succeeded The Riggs National Bank of Washington, D.C. as trustee under the
Original Indenture pursuant to Article XIII, Section 3 thereof;
and
WHEREAS, pursuant to the terms
and provisions of the Original Indenture, indentures supplemental thereto
dated as of July 1, 1936, December 1, 1939, August 1, 1940, August 1,
1942, January 1, 1948, May 1, 1949, May 1, 1950, March 1, 1952, May
15, 1953, May 16, 1955, June 1, 1956, December 1, 1958, November 16, 1959,
December 1, 1960, February 15, 1963, May 15, 1964, April 1, 1966, May 1,
1967, February 15, 1968, March 15, 1969, February 15, 1970,
August 15, 1970, September 15, 1972, April 1, 1973, January 2,
1974, August 15, 1974, August 15, 1974, June 15, 1977, July 1, 1979, June
16, 1981, June 17, 1981, December 1, 1981, August 1, 1982, October 1,
1982, April 15, 1983, November 1, 1985, March 1, 1986,
November 1, 1986, March 1, 1987, September 16, 1987, May 1, 1989,
August 1, 1989, April 5, 1990, May 21, 1991, May 7, 1992, September
1, 1992, November 1, 1992, March 1, 1993, March 2, 1993, July 1,
1993, August 20, 1993, September 29, 1993, September 30, 1993,
October 1, 1993, February 10, 1994, February 11, 1994, March 10,
1995, September 6, 1995, September 7, 1995 and October 2, 1997 have
been heretofore entered into between the Company and the Trustee to
provide, respectively, for the creation of the first through the
sixty-second series of Bonds thereunder and, in the case of the
supplemental indentures dated January 1, 1948, March 1, 1952, May 15,
1953, May 16, 1955, June 1, 1956, September 15, 1972, July 1, 1979,
June 17, 1981, November 1, 1985, September 16, 1987, May 1, 1989, May 21,
1991, May 7, 1992, July 1, 1993, October 2, 1997 and one of the
supplemental indentures dated August 15, 1975, to convey additional
property; and
WHEREAS, $20,000,000
principal amount of Bonds of the 3-1/4% Series due 1966 (the first
series), $5,000,000 principal amount of Bonds of the 3-1/4% Series due
1974 (the second series), $10,000,000 principal amount of Bonds of the
3-1/4% Series due 1975 (the third series), $5,000,000 principal amount of
Bonds of the 3-1/4% Series due 1977 (the fourth series), $15,000,000
principal amount of Bonds of the 3% Series due 1983 (the fifth series),
$10,000,000 principal amount of Bonds of the 2-7/8% Series due 1984 (the
sixth series), $30,000,000 principal amount of Bonds of the 2-3/4% Series
due 1985 (the seventh series), $15,000,000 principal amount of Bonds of
the 3-1/4% Series due 1987 (the eighth series), $10,000,000 principal
amount of Bonds of the 3-7/8% Series due 1988 (the ninth series),
$10,000,000 principal amount of Bonds of the 3-3/8% Series due 1990 (the
tenth series), $10,000,000 principal amount of Bonds of the 3-5/8% Series
due 1991 (the eleventh series), $25,000,000 principal amount of Bonds of
the 4-5/8% Series due 1993 (the twelfth series), $15,000,000 principal
amount of Bonds of the 5-1/4% Series due 1994 (the thirteenth series),
$40,000,000 principal amount of Bonds of the 5% Series due 1995 (the
fourteenth series), $50,000,000 principal amount of Bonds of the 4-3/8%
Series due 1998 (the fifteenth series), $45,000,000 principal amount of
Bonds of the 7-3/4% Series due 2004 (the twentieth series), $35,000,000
principal amount of Bonds of the 8.85% Series due 2005 (the twenty-first
Series), $70,000,000 principal amount of Bonds of the 9-1/2% Series due
August 15, 2005 (the twenty-second series), $50,000,000 principal
amount of Bonds of the 7-3/4% Series due 2007 (the twenty-third series),
$25,000,000 principal amount of Bonds of the 5-5/8% Series due 1997 (the
twenty-fourth series), $100,000,000 principal amount of Bonds of the
8-3/8% Series due 2009 (the twenty-fifth series), $50,000,000 principal
amount of Bonds of the 10-1/4% Series due 1981 (the twenty-sixth series),
$50,000,000 principal amount of Bonds of the 10-3/4% Series due 2004 (the
twenty-seventh series), $38,300,000 principal amount of Bonds of the
6-1/8% Series due 2007 (the twenty-eighth series), $15,000,000 principal
amount of Bonds of the 6-1/2% Series due 2004 (the twenty-ninth series),
$20,000,000 principal amount of Bonds of the 6-1/2% Series due 2007 (the
thirtieth series), $7,500,000 principal amount of Bonds of the 6-5/8%
Series due 2009 (the thirty-first series), $30,000,000 principal amount of
Bonds of the Floating Rate Series due 2010 (the thirty-second series),
$50,000,000 principal amount of Bonds of the 14-1/2% Series due 1991 (the
thirty-third series), $60,000,000 principal amount of Bonds of the 14-1/4%
Series due 1992 (the thirty-fifth series), $50,000,000 principal amount of
Bonds of the 11-7/8% Series due 1989 (the thirty-sixth series),
$37,000,000 principal amount of Bonds of the 8-3/4% Series due 2010 (the
thirty-seventh series), $75,000,000 principal amount of Bonds of the
11-1/4% Series due 2015 (the thirty-eighth series), $75,000,000 principal
amount of Bonds of the 9-1/4% Series due 2016 (the thirty-ninth series),
$75,000,000 principal amount of Bonds of the 8-3/4% Series due 2016 (the
fortieth series), $75,000,000 principal amount of Bonds of the 8-1/4%
Series due 2017 (the forty-first series), $75,000,000 principal amount of
Bonds of the 9% Series due 1990 (the forty-second series), $75,000,000
principal amount of Bonds of the 9-3/4% Series due 2019 (the forty-third
series) and $75,000,000 principal amount of Bonds of the 8-5/8% Series due
2019 (the forty-fourth series), have been heretofore redeemed and retired
and there are now issued and outstanding under the Original Indenture and
under the supplemental indentures referred to above: $45,000,000 principal
amount of Bonds of the 4-1/2% Series due 1999 (the sixteenth series);
$15,000,000 principal amount of Bonds of the 5-1/8% Series due 2001 (the
seventeenth series); $35,000,000 principal amount of Bonds of the 5-7/8%
Series due 2002 (the eighteenth series); $40,000,000 principal amount of
Bonds of the 6-5/8% Series due 2003 (the nineteenth series); $50,000,000
principal amount of Bonds of the Adjustable Rate Series due 2001 (the
thirty-fourth series); $100,000,000 principal amount of Bonds of the 9%
Series due 2000 (the forty-fifth series); $100,000,000 principal amount of
Bonds of the 9% Series due 2021 (the forty-sixth series); $75,000,000
principal amount of Bonds of the 8-1/2% Series due 2027 (the forty-seventh
series); $30,000,000 principal amount of Bonds of the 6% Series due 2022
(the forty-eighth series); $37,000,000 principal amount of Bonds of the
6-3/8% Series due 2023 (the forty-ninth series); $78,000,000 principal
amount of Bonds of the 6-1/2% Series due 2008 (the fiftieth series);
$40,000,000 principal amount of Bonds of the 7-1/2% Series due 2028 (the
fifty-first series); $100,000,000 principal amount of Bonds of the 7-1/4%
Series due 2023 (the fifty-second series); $100,000,000 principal amount
of Bonds of the 6-7/8% Series due 2023 (the fifty-third series);
$50,000,000 principal amount of Bonds of the 5-5/8% Series due 2003 (the
fifty-fourth series); $50,000,000 principal amount of Bonds of the 5-7/8%
Series due 2008 (the fifty-fifth series); $75,000,000 principal amount of
Bonds of the 6-7/8% Series due 2024 (the fifty-sixth series); $42,500,000
principal amount of Bonds of the 5-3/8% Series due 2024 (the fifty-seventh
series); $38,300,000 principal amount of Bonds of the 5-3/8% Series due
2024 (the fifty-eighth series); $16,000,000 principal amount of Bonds of
the 5-3/4% Series due 2010 (the fifty-ninth series); $100,000,000
principal amount of Bonds of the 6-1/2% series due 2005 (the sixtieth
series); $75,000,000 principal amount of Bonds of the 7-3/8% Series due
2025 (the sixty-first series); and $175,000,000 principal amount of Bonds
of the 6-1/4% Series due 2007 (the sixty-second series);
and
WHEREAS, for the purpose of
conforming the Original Indenture to the standards prescribed by the Trust
Indenture Act of 1939 or otherwise modifying certain of the provisions of
the Original Indenture, indentures supplemental thereto dated
December 10, 1939, August 10, 1942, October 15, 1942, April 1, 1966,
June 16, 1981, June 17, 1981, December 1, 1981, August 1, 1982,
October 1, 1982, April 15, 1983, November 1, 1985, March 1, 1986,
November 1, 1986, March 1, 1987, September 16, 1987, May 1, 1989,
August 1, 1989, April 5, 1990, May 21, 1991, May 7, 1992, September
1, 1992, November 1, 1992, March 1, 1993, March 2, 1993, July 1,
1993, August 20, 1993, September 29, 1993, September 30, 1993, October 1,
1993, February 10, 1994, February 11, 1994, March 10, 1995,
September 6, 1995, September 7, 1995 and October 2, 1997 have
been heretofore entered into between the Company and the Trustee, and for
the purpose of conveying additional property, indentures supplemental
thereto dated July 15, 1942, October 15, 1947, December 31, 1948,
December 31, 1949, February 15, 1951, February 16, 1953,
March 15, 1954, March 15, 1955, March 15, 1956, April 1, 1957, May 1,
1958, May 1, 1959, May 2, 1960, April 3, 1961, May 1, 1962, May
1, 1963, April 23, 1964, May 3, 1965, June 1, 1966, April 28,
1967, July 3, 1967, May 1, 1968, June 16, 1969, May 15, 1970,
September 1, 1971, June 17, 1981, November 1, 1985, September 16,
1987, May 1, 1989, May 21, 1991, May 7, 1992, July 1, 1993
and October 2, 1997 have been heretofore entered into between the
Company and the Trustee, and for the purpose of better securing and
protecting the Bonds then or thereafter issued and confirming the lien of
the Original Indenture, an indenture dated October 15, 1942 supplemental
thereto has been heretofore entered into between the Company and the
Trustee; the Original Indenture as heretofore amended and supplemented
being hereinafter referred to as the "Original Indenture as amended";
and
WHEREAS, the Company is entitled
to have authenticated and delivered additional Bonds on the basis of the
net bondable value of property additions, upon compliance with the
provisions of Section 4 of Article III of the Original Indenture as
amended; and
WHEREAS, the Company has
determined to issue a sixty-third series of Bonds under the Original
Indenture as amended in the principal amount of $270,000,000, to be known
as First Mortgage Bonds, 6% Series due 2004 (hereinafter called "Bonds of
2004 Series"); and
WHEREAS, the
Original Indenture as amended provides that certain terms and provisions,
as determined by the Board of Directors of the Company, of the Bonds of
any particular series may be expressed in and provided by the execution of
an appropriate supplemental indenture;
and
WHEREAS, the Original Indenture
as amended provides that the Company and the Trustee may enter into
indentures supplemental thereto to add to the covenants and agreements of
the Company contained therein other covenants and agreements thereafter to
be observed; and to surrender any right or power reserved to or conferred
upon the Company in the Original Indenture as amended;
and
WHEREAS, the Company, in the
exercise of the powers and authority conferred upon and reserved to it
under the provisions of the Original Indenture as amended and pursuant to
appropriate resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a Supplemental
Indenture in the form hereof for the purposes herein provided;
and
WHEREAS, all conditions and
requirements necessary to make this Supplemental Indenture a valid,
binding and legal instrument have been done, performed and fulfilled, and
the execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, THIS
INDENTURE WITNESSETH:
THAT POTOMAC
ELECTRIC POWER COMPANY, in consideration of the premises and of One Dollar
to it duly paid by the Trustee at or before the ensealing and delivery of
these presents, and for other valuable considerations, the receipt whereof
is hereby acknowledged, hereby covenants, declares and agrees with the
Trustee and its successors in the trust under the Original Indenture as
amended, for the benefit of those who hold the Bonds and coupons, or any
of them, issued or to be issued hereunder or under the Original Indenture
as amended, as follows:
PART I.
DESCRIPTION OF BONDS.
SECTION 1. The Bonds of 2004 Series
shall, subject to the provisions of Section 1 of Article II of the
Original Indenture as amended, be designated as "First Mortgage Bonds, 6%
Series due 2004" of the Company. The Bonds of 2004 Series shall be
executed, authenticated and delivered in accordance with the provisions
of, and shall in all respects be subject to, all of the terms, conditions
and covenants of the Original Indenture as amended, except in so far as
the terms and provisions of the Original Indenture as amended are amended
or modified by this Supplemental
Indenture.
The Bonds of 2004 Series
shall mature April 1, 2004, and shall bear interest at the rate of
six percent (6%) per annum, payable monthly, commencing May 1, 1999,
on the first day of each month until maturity (each such date being
hereinafter called an "interest payment date"). Interest on the Bonds of
2004 Series shall be computed on the basis of a 360-day year of twelve
30-day months. Interest payable for any period shorter than a full month
shall be computed on the basis of the actual number of days elapsed. The
Bonds of 2004 Series shall be payable as to principal and interest in
lawful money of the United States of America, and shall be payable (as
well the interest as the principal thereof) at the agency of the Company
in the Borough of Manhattan, The City of New
York.
The interest so payable on any
interest payment date shall be paid to the persons in whose names the
Bonds of 2004 Series are registered at the close of business on the last
business day (hereinafter called the "record date") which is more than ten
days prior to such interest payment date, a "business day" being any day
that is not a day on which banks in the City of New York are authorized by
law to close; except that if the Company shall default in the payment of
any interest due on such interest payment date, such defaulted interest
shall be paid to the persons in whose names the Bonds of 2004 Series are
registered on the date of payment of such defaulted interest, or in
accordance with the regulations of any securities exchange on which the
Bonds of 2004 Series are
listed.
Except as provided
hereinafter, every Bond of 2004 Series shall be dated as of the date of
its authentication and delivery, or if that is an interest payment date,
the next day, and shall bear interest from the interest payment date next
preceding its date or the date of delivery of the initial Bonds of 2004
Series, whichever is later. Notwithstanding Section 6 of Article II of the
Original Indenture, any Bond of 2004 Series authenticated and delivered by
the Trustee after the close of business on the record date with respect to
any interest payment date and prior to such interest payment date shall be
dated as of the date next following such interest payment date and shall
bear interest from such interest payment date; except that if the Company
shall default in the payment of any interest due on such interest payment
date, such Bond shall bear interest from the next preceding interest
payment date or the date of delivery of the initial Bonds of 2004 Series,
whichever is later.
SECTION 2. The
Bonds of 2004 Series, and the Trustee's certificate to be endorsed on the
Bonds of 2004 Series, shall be substantially in the following forms,
respectively:
[FORM OF FACE OF BOND OF 2004 SERIES]
POTOMAC
ELECTRIC POWER COMPANY
(A District of Columbia and Virginia
corporation)
First Mortgage Bond, 6% Series Due 2004
No.
$
Cusip No.
POTOMAC ELECTRIC POWER
COMPANY, a corporation organized and existing under the laws of the
District of Columbia and a domestic corporation of the Commonwealth of
Virginia (hereinafter called the "Company", which term shall include any
successor corporation as defined in the Amended Indenture hereinafter
referred to), for value received, hereby promises to pay to
or registered assigns, the sum of
dollars, on the first of April, 2004, in lawful money of the United States
of America, and to pay interest thereon in like money from the later of
the date of delivery of the initial Bonds of 2004 Series or the interest
payment date next preceding the date of this Bond, or if the Company shall
default in the payment of interest due on such interest payment date, then
from the next preceding interest payment date or the date of delivery of
the initial Bonds of 2004 Series, whichever is later, at the rate of six
percent (6%) per annum, payable monthly, commencing May 1, 1999,
on the first day of each month in each year until maturity (each such date
being hereinafter called an "interest payment date"), or, if the Company
shall default in the payment of the principal hereof, until the Company's
obligation with respect to the payment of such principal shall be
discharged as provided in the Amended Indenture. Interest on the Bonds of
2004 Series shall be computed on the basis of a 360-day year of twelve
30-day months. Interest payable for any period shorter than a full month
shall be computed on the basis of the actual number of days elapsed. The
interest so payable on any interest payment date will, subject to certain
exceptions provided in the indenture dated as of March 17, 1999
supplemental to the Amended Indenture, be paid to the person in whose name
this Bond is registered at the close of business on the last business day
which is more than ten days prior to such interest payment date. Both
principal of, and interest on, this Bond are payable at the agency of the
Company in the Borough of Manhattan, The City of New
York.
Reference is made to the
further provisions of this Bond set forth on the reverse hereof, and such
further provisions shall for all purposes have the same effect as though
fully set forth at this place.
This
Bond shall not be entitled to any benefit under the Amended Indenture or
any indenture supplemental thereto, or become valid or obligatory for any
purpose, until The Bank of New York, the Trustee under the Amended
Indenture, or a successor trustee thereto under the Amended Indenture,
shall have signed the form of certificate endorsed
hereon.
IN WITNESS WHEREOF, Potomac
Electric Power Company has caused this Bond to be signed in its name by
the signature (or a facsimile thereof) of its President or a Vice
President, and its corporate seal (or a facsimile thereof) to be hereto
affixed and attested by the facsimile signature of its Secretary or an
Assistant
Secretary.
Dated,
POTOMAC
ELECTRIC POWER
COMPANY
By
Vice
President
Attest:
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
This Bond is one of the Bonds, of the
series designated therein, described in the within-mentioned Amended
Indenture and the Supplemental Indenture dated as of March 17,
1999.
THE BANK OF NEW YORK,
Trustee
By
Authorized
Signatory
[TEXT APPEARING ON REVERSE SIDE OF BOND OF 2004
SERIES]
This Bond is one of a duly authorized
issue of Bonds of the Company (hereinafter called the "Bonds") in
unlimited aggregate principal amount, of the series hereinafter specified,
all issued and to be issued under and equally secured (except in so far as
any purchase or sinking fund or analogous provisions for any particular
series of Bonds, established by any indenture supplemental to the Amended
Indenture hereinafter mentioned, may afford additional security for such
Bonds) by a mortgage and deed of trust, dated July 1, 1936, executed
by the Company to The Bank of New York (herein called the "Trustee") as
successor to The Riggs National Bank of Washington, D.C., as trustee, as
amended by indentures supplemental thereto dated December 10, 1939,
August 10, 1942, October 15, 1942, April 1, 1966, June 16, 1981,
June 17, 1981, December 1, 1981, August 1, 1982, October 1, 1982, April
15, 1983, November 1, 1985, March 1, 1986, November 1, 1986, March 1,
1987, September 16, 1987, May 1, 1989, August 1, 1989, April 5,
1990, May 21, 1991, May 7, 1992, September 1, 1992, November 1, 1992,
March 1, 1993, March 2, 1993, July 1, 1993, August 20, 1993,
September 29, 1993, September 30, 1993, October 1, 1993, February 10,
1994, February 11, 1994, March 10, 1995, September 6, 1995,
September 7, 1995 and October 2, 1997 (said mortgage and deed of
trust, as so amended, being herein called the "Amended Indenture") and all
indentures supplemental thereto, to which Amended Indenture and
supplemental indentures reference is hereby made for a description of the
properties mortgaged and pledged, the nature and extent of the security,
the rights of the owners of the Bonds and of the Trustee in respect
thereto, and the terms and conditions upon which the Bonds are, and are to
be, secured. To the extent permitted by, and as provided in, the Amended
Indenture, modifications or alterations of the Amended Indenture, or of
any indenture supplemental thereto, and of the rights and obligations of
the Company and of the holders of the Bonds may be made with the consent
of the Company by an affirmative vote of not less than 80% in amount of
the Bonds entitled to vote then outstanding, at a meeting of Bondholders
called and held as provided in the Amended Indenture, and by an
affirmative vote of not less than 80% in amount of the Bonds of any series
entitled to vote then outstanding 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 Amended Indenture are so affected; provided,
however, that no such modification or alteration shall be made which will
affect the terms of payment of the principal of, or interest on, this
Bond, which are unconditional, or which reduces the percentage of Bonds
the affirmative vote of which is required for the making of such
modifications or alterations. The Company is proposing an amendment to the
Amended Indenture which would replace "80%" with "60%" in the preceding
sentence, which amendment will become effective upon the consent or
agreement thereto of the holders of all the outstanding Bonds. The holder
of this Bond will be deemed to have approved such amendment. The Bonds may
be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in
the Amended Indenture provided.
This
Bond is one of a series designated as the "First Mortgage Bonds, 6% Series
due 2004" (herein called the "Bonds of 2004 Series") of the Company,
issued under and secured by the Amended Indenture and all indentures
supplemental thereto and described in the indenture (herein called the
"New Supplemental Indenture"), dated as of March 17, 1999, between
the Company and the Trustee, supplemental to the Amended
Indenture.
The Bonds of 2004 Series
are subject to redemption, at any time or from time to time after
June 30, 2000 and prior to maturity, at the option of the Company,
either as a whole or in part by lot, upon payment of a redemption price
equal to 100% of the principal amount of the Bonds so redeemed, together,
in each case, with accrued interest to the redemption date, all subject to
the conditions and as more fully set forth in the Amended Indenture and
the New Supplemental
Indenture.
Notice of any redemption
shall be sent by the Company through the mails, postage prepaid, at least
thirty days and not more than sixty days prior to the redemption date, to
the registered owners of any of the Bonds to be redeemed, at their
addresses as the same shall appear on the transfer register of the
Company, all subject to the conditions and as more fully set forth in the
Amended Indenture and New Supplemental Indenture. Any notice so mailed
shall be conclusively presumed to have been duly given, whether or not the
owner receives it.
In case an event
of default, as defined in the Amended Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Amended
Indenture may be declared or may become due and payable, upon the
conditions and in the manner and with the effect provided in the Amended
Indenture. The Amended Indenture provides that such declaration may in
certain events be waived by the holders of a majority in principal amount
of the Bonds entitled to vote then
outstanding.
This Bond is
transferable by the registered owner hereof, in person or by duly
authorized attorney, on the books of the Company to be kept for that
purpose at the agency of the Company in the Borough of Manhattan, The City
of New York, upon surrender and cancellation of this Bond and on
presentation of a duly executed written instrument of transfer, and
thereupon a new Bond or Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange therefor; and this Bond, with or
without others of the same series, may in like manner be exchanged for one
or more new Bonds of the same series of other authorized denominations but
of the same aggregate principal amount; all subject to the terms and
conditions set forth in the Amended
Indenture.
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 Amended
Indenture or any indenture supplemental thereto, against any incorporator,
or against any stockholder, director or officer, past, present or future,
of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability, whether at
common law, in equity, by any constitution, statute or otherwise, of
incorporators, stockholders, directors or officers being released by every
owner hereof by the acceptance of this Bond and as part of the
consideration for the issue hereof, and being likewise released by the
terms of the Amended
Indenture.
SECTION 3. The Bonds of
2004 Series shall be registered Bonds without coupons in denominations of
any multiple of $1,000, numbered consecutively upwards from
R1.
SECTION 4. Until Bonds of 2004 Series in definitive form are
ready for delivery, the Company may execute, and upon its request in
writing the Trustee shall authenticate and deliver, in lieu thereof, Bonds
for such series in temporary form, as provided in Section 9 of Article II
of the Original Indenture as amended.
PART II.
ISSUE OF BONDS.
SECTION 1. Except for Bonds of 2004
Series issued pursuant to Section 13 of Article II of the Original
Indenture as amended, the principal amount of Bonds of 2004 Series which
may be authenticated and delivered hereunder is limited to $270,000,000
aggregate principal amount.
SECTION
2. Bonds of 2004 Series in the aggregate principal amount permitted in
Section 1 of this Part II, may at any time subsequent to the execution
hereof be executed by the Company and delivered to the Trustee and shall
be authenticated by the Trustee and delivered (either before or after the
recording hereof) to or upon the order of the Company evidenced by a
writing or writings, signed by its President or one of its Vice Presidents
and its Treasurer or one of its Assistant Treasurers, at such time or
times as may be requested by the Company subsequent to the receipt by the
Trustee of
(1) the certified resolution
and the officers' certificate required by Section 3(a) and Section
3(b) of Article III of the Original Indenture as
amended;
(2) the opinion of counsel
required by Section 3(c) of Article III of the Original Indenture
as amended;
(3) cash, if any, in the
amount required to be deposited by Section 3(d) of Article III of
the Original Indenture as amended, which shall be held and applied by the
Trustee as provided in said Section
3(d);
(4) the certificates,
instruments, opinions of counsel, prior lien bonds and cash, if any,
required by Section 4 of Article III of the Original Indenture as amended,
except that, as required by Part IV of this Supplemental Indenture,
property additions purchased, constructed or otherwise acquired on or
before December 31, 1946 shall not be made the basis for the
authentication and delivery of Bonds of 2004 Series;
and
(5) the certificates and opinions
required by Article XVIII of the Original Indenture as amended.
PART III.
REDEMPTION.
SECTION 1. The Bonds of 2004 Series are
not redeemable up to and including June 30, 2000. The Bonds of 2004
Series shall, in accordance with the provisions of Article V of the
Original Indenture as amended, be redeemable, at any time or from time to
time after June 30, 2000 and prior to maturity, at the option of the
Company, either as a whole or in part by lot, upon payment of a redemption
price equal to 100% of the principal amount of the Bonds so redeemed,
together, in each case, with accrued interest to the redemption
date.
SECTION 2. In accordance with
the provisions of Article V of the Original Indenture as amended, notice
of any redemption shall be sent by the Company through the mails, postage
prepaid, at least thirty days and not more than sixty days prior to the
date of redemption, to the registered owners of any of the Bonds to be
redeemed at their addresses as the same shall appear on the transfer
register of the Company. Any notice so mailed shall be conclusively
presumed to have been duly given, whether or not the owner receives
it.
All Bonds delivered to be
redeemed by the Trustee pursuant to the provisions of this Part III shall
forthwith be canceled.
PART IV.
ADDITIONAL PARTICULAR COVENANTS OF THE
COMPANY.
The Company hereby covenants, warrants
and agrees that so long as any Bonds of 2004 Series are
outstanding:
SECTION 1. The Company
will not withdraw, pursuant to the provisions of Section 2 of Article VIII
of the Original Indenture as amended, any moneys held by the Trustee as
part of the trust estate in excess of an amount equal to the aggregate
principal amount of such of the refundable Bonds as were theretofore
issued by the Company; and that upon any such withdrawal by the Company
refundable Bonds equal in aggregate principal amount to the amount so
withdrawn shall be deemed to have been made the basis of such
withdrawal.
SECTION 2. Property
additions purchased, constructed or otherwise acquired on or before
December 31, 1946 shall not be made the basis for the authentication and
delivery of Bonds, or the withdrawal of cash, or the reduction of the
amount of cash required to be paid to the Trustee under any provision of
the Indenture.
PART V.
AMENDMENT OF INDENTURE TO PERMIT
QUALIFICATION
UNDER TRUST INDENTURE ACT OF 1939.
The Company and the Trustee, from time to
time and at any time, without any vote or consent of the holders of the
Bonds of 2004 Series, may enter into such indentures supplemental to the
Original Indenture as may or shall by them be deemed necessary or
desirable to add to or modify or amend any of the provisions of the
Original Indenture so as to permit the qualification of the Original
Indenture under the Trust Indenture Act of
1939.
Except to the extent
specifically provided herein, no provision of this Supplemental Indenture
is intended to modify, and the parties hereto do hereby adopt and confirm,
the provisions of Section 318(c) of the Trust Indenture Act of 1939 which
amend and supersede provisions of the Original Indenture, as supplemented,
in effect prior to November 15, 1990.
PART VI.
AMENDMENT OF ORIGINAL INDENTURE.
Notwithstanding any other provisions of
the Original Indenture as amended, the holders of the Bonds of 2004
Series, by their holding of such Bonds, are deemed to have approved the
following amendment to the Original Indenture as amended and to have
authorized the Trustee to take any action necessary to evidence or
effectuate such
approval:
Sections
5 and 6 of Article XV of the Original Indenture
as
amended are hereby amended by changing
the words and figures "eighty
percent.
(80%)" to the words and figures "sixty percent. (60%)"
wherever in such Sections such words and
figures occur.
PART VII.
THE TRUSTEE.
The Trustee hereby accepts the trusts
hereby declared and provided and agrees to perform the same upon the terms
and conditions in the Original Indenture as amended set forth and upon the
following terms and conditions:
The
Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or
the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely. In general, each and every term and condition contained in Article
XIII of the Original Indenture as amended shall apply to this Supplemental
Indenture with the same force and effect as if the same were herein set
forth in full, with such omissions, variations and modifications thereof
as may be appropriate to make the same conform to this Supplemental
Indenture.
PART VIII.
MISCELLANEOUS PROVISIONS.
This Supplemental Indenture may be
simultaneously executed in any number of counterparts, each of which when
so executed shall be deemed to be an original; but such counterparts shall
together constitute but one and the same
instrument.
Potomac Electric Power
Company hereby constitutes and appoints Anthony J. Kamerick, one of
its Vice Presidents, to be its true and lawful attorney-in-fact, for it
and in its name to appear before any officer authorized by law to take and
certify acknowledgments of deeds to be recorded in the District of
Columbia, in the State of Maryland, in the Commonwealth of Virginia, and
in the Commonwealth of Pennsylvania and to acknowledge and deliver these
presents as the act and deed of said Potomac Electric Power
Company.
The Bank of New York, hereby
constitutes and appoints Mary Beth Lewicki, one of its Assistant Vice
Presidents, to be its true and lawful attorney-in-fact, for it and in its
name to appear before any officer authorized by law to take and certify
acknowledgments of deeds to be recorded in the District of Columbia, in
the State of Maryland, in the Commonwealth of Virginia, and in the
Commonwealth of Pennsylvania and to acknowledge and deliver these presents
as the act and deed of said The Bank of New
York.
IN WITNESS WHEREOF, said
Potomac Electric Power Company has caused this Supplemental Indenture to
be executed on its behalf by its President or one of its Vice Presidents
and its corporate seal to be hereto affixed and said seal and this
Supplemental Indenture to be attested by its Secretary or one of its
Assistant Secretaries; and said The Bank of New York, in evidence of its
acceptance of the trust hereby created, has caused this Supplemental
Indenture to be executed on its behalf by one of its Assistant Vice
Presidents, and its corporate seal to be hereto affixed and said seal and
this Supplemental Indenture to be attested by one of its Assistant
Treasurers, all as of the 17th day of March, Nineteen hundred
ninety-nine.
POTOMAC ELECTRIC POWER
COMPANY
By A. J. KAMERICK
(CORPORATE
SEAL)
ANTHONY J.
KAMERICK,
Attested:
Vice President
ELLEN SHERIFF
ROGERS
ELLEN
SHERIFF
ROGERS
Secretary
Signed,
sealed and delivered by
Potomac Electric Power Company
in
the presence
of:
JANET L.
PARKER
LINDA
J.
EPPERLY
As
Witnesses
THE BANK OF NEW YORK
(Corporate
Seal)
Attested:
By MARYBETH
LEWICKI
MARY BETH
LEWICKI
Assistant Vice
President
MICHELE L.
RUSSO
MICHELE
L. RUSSO
Assistant
Treasurer
Signed, sealed and delivered by The
Bank of New York in
the presence of:
ROBERT A.
MANIMILLO
PATRICK
O'LEARY
As
Witnesses
CITY OF WASHINGTON,
DISTRICT OF COLUMBIA,
SS.:
I, Lisa A. Poole, a Notary
Public in and for the District of Columbia, United States of America,
whose commission as such will expire July 31, 2002. do hereby certify
that ANTHONY J. KAMERICK and ELLEN SHERIFF ROGERS, whose names as Vice
President and Secretary, respectively, of POTOMAC ELECTRIC POWER COMPANY,
a corporation, are signed to the foregoing and hereto attached deed,
bearing date as of the 17th day of March, 1999, personally
appeared this day before me in my District aforesaid and acknowledged
themselves to be, respectively, a Vice President and the Secretary of
Potomac Electric Power Company, and that they as such, being authorized so
to do, executed the said deed by signing the name of Potomac Electric
Power Company by Anthony J. Kamerick, as Vice President, and attested by
Ellen Sheriff Rogers, as Secretary, and acknowledged the same before me in
my District aforesaid and acknowledged the foregoing instrument to be the
act and deed of Potomac Electric Power
Company.
Given under my hand and
official seal this 17th day of March,
1999.
(NOTARIAL
SEAL)
LISA A.
POOLE
Notary
Public
District of
Columbia
CITY
OF WASHINGTON,
DISTRICT OF COLUMBIA,
SS.:
I, Lisa A. Poole, a Notary
Public in and for the District of Columbia, United States of America, do
hereby certify that Anthony J. Kamerick, a Vice President of POTOMAC
ELECTRIC POWER COMPANY, a corporation, one of the parties to the foregoing
instrument bearing date as of the 17th day of March, 1999, and
hereto annexed, this day personally appeared before me in the City of
Washington, the said Anthony J. Kamerick being personally well known to me
as the person who executed the said instrument as a Vice President of and
on behalf of said Potomac Electric Power Company and known to me to be the
attorney-in-fact duly appointed therein to acknowledge and deliver said
instrument on behalf of said corporation, and, as such attorney-in-fact,
he acknowledged said instrument to be the act and deed of said Potomac
Electric Power Company, and delivered the same as such. I further certify
that the said Anthony J. Kamerick, being by me duly sworn, did depose and
say that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal and was so affixed by order of the
Board of Directors of said corporation; and that he signed his name
thereto by like order. My commission expires July 31,
2002.
Given under my hand and
official seal this 17th day of March,
1999.
(NOTARIAL
SEAL)
LISA A.
POOLE
Notary
Public
District of
Columbia
STATE
OF NEW YORK, SS.:
I, William J.
Cassels, a Notary Public in and for the State of New York, United States
of America, do hereby certify that Mary Beth Lewicki and Michele L.
Russo whose names as Assistant Vice President and Assistant Treasurer, of
THE BANK OF NEW YORK, a corporation, are signed to the foregoing and
hereto attached instrument, bearing date as of the 17th day of
March, 1999, personally appeared before me this day in my State aforesaid
and acknowledged themselves to be, respectively, an Assistant Vice
President and an Assistant Treasurer of The Bank of New York, and that
they as such, being authorized so to do, executed the said instrument by
signing the name of The Bank of New York, by Mary Beth Lewicki as
Assistant Vice President, and attested by Michele L. Russo as
Assistant Treasurer, and acknowledged the same before me in my State
aforesaid and acknowledged the foregoing instrument to be the act and deed
of The Bank of New York, as therein set
forth.
Given under my hand and
notarial seal this 18 day of March,
1999.
(NOTARIAL
SEAL)
WILLIAM J.
CASSELS
Notary
Public
State of New
York
My Commission Expires May 16,
2000.
William J.
Cassels
Notary
Public, State of New
York
No.
01CA5027729
Qualified in Bronx
County
STATE OF NEW
YORK, SS.:
Mary Beth Lewicki, of
full age, being sworn according to law, on her oath deposes and says that
she is an Assistant Vice President of THE BANK OF NEW YORK, the Trustee
named in the foregoing Supplemental Indenture, dated as of the
17th day of March, 1999, that she is the agent of said Trustee
for the purpose of perfecting such Supplemental Indenture and that the
consideration in the Original Indenture referred to therein and in all
indentures supplemental to said Original Indenture, including the
foregoing Supplemental Indenture, is true and bona fide as therein
set
forth.
MARYBETH
LEWICKI
MARY BETH
LEWICKI
Assistant Vice
President
Subscribed and sworn to before
me
this
18 day of March,
1999.
WILLIAM
J.
CASSELS
Notary
Public
State of New
York
My Commission Expires May 16,
2000.
(NOTARIAL
SEAL)
William J.
Cassels
Notary
Public, State of New
York
No.
01CA5027729
Qualified in Bronx
County
STATE OF NEW YORK,
SS.:
I, William J. Cassels, a Notary
Public in and for the State of New York, United States of America, do
hereby certify that Mary Beth Lewicki, an Assistant Vice President of THE
BANK OF NEW YORK, a corporation, one of the parties to the foregoing
instrument bearing date as of the 17th day of March, 1999, and
hereto annexed, this day personally appeared before me in the State of New
York, the said Mary Beth Lewicki, being personally well known to me as the
person who executed the said instrument as an Assistant Vice President of
and on behalf of said The Bank of New York, and known to me to be the
attorney-in-fact duly appointed therein to acknowledge and deliver said
instrument on behalf of said corporation, and, as such attorney-in-fact,
she acknowledged said instrument to be the act and deed of said The Bank
of New York, and delivered the same as such. I further certify that the
said Mary Beth Lewicki, being by me duly sworn, did depose and say that
she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal and was so affixed by order of the Board
of Directors of said corporation; and that she signed her name thereto by
like order.
Given under my hand and
official seal this 18 day of March,
1999.
(NOTARIAL
SEAL)
WILLIAM J.
CASSELS
Notary
Public
State of New
York
My Commission Expires May 16,
2000.
William
J.
Cassels
Notary Public, State of New
York
No.
01CA5027729
Qualified in Bronx County
CERTIFICATE
OF RESIDENCE
The Bank of New York, Mortgagee and
Trustee within named, hereby certifies that its precise residence is 101
Barclay Street, New York, NY
10286.
THE BANK OF NEW
YORK
By MARYBETH
LEWICKI
MARY BETH
LEWICKI
Assistant Vice
President
