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Exhibit 4.1
This instrument was prepared
by,
and when recorded should be
returned to:
Richard W. Astle
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
S UPPLEMENTAL
I NDENTURE
Dated as of
August 30, 2007
C OMMONWEALTH
E DISON C OMPANY
to
BNY M IDWEST T
RUST C OMPANY
and
D.G. D
ONOVAN
Trustees Under Mortgage Dated
July 1, 1923,
and Certain
Indentures Supplemental
Thereto
Providing for Issuance
of
FIRST MORTGAGE 6.15% BONDS,
SERIES 106
Due September 15,
2017
T HIS S
UPPLEMENTAL I NDENTURE , dated as of
August 30, 2007, between C OMMONWEALTH E
DISON C OMPANY , a corporation
organized and existing under the laws of the State of Illinois
(hereinafter called the “ Company ”) having an
address at 440 South LaSalle Street, Suite 3300, Chicago, Illinois
60605, party of the first part, BNY M IDWEST T
RUST C OMPANY , 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. D ONOVAN , 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:
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Supplemental
Indenture Date
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|
Parties |
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Providing For |
|
|
|
| August 1,
1944 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Edmond B. Stofft, as Trustee and Co-Trustee |
|
Amendment
and restatement of Mortgage dated
July 1, 1923 |
|
|
|
| August 1,
1946 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Edmond B. Stofft, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
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|
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| April 1,
1953 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Edmond B. Stofft, as Trustee and Co-Trustee |
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Confirmation
of mortgage lien |
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|
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| March 31,
1967 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Edward J. Friedrich, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
-2-
|
|
|
|
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| Supplemental Indenture Date |
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Parties |
|
Providing For |
|
|
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| April 1,
1967 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Edward J. Friedrich, as Trustee and Co-Trustee |
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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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|
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| February 28,
1969 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
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Confirmation
of mortgage lien |
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|
|
| May 29,
1970 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
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Confirmation
of mortgage lien |
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|
|
| June 1,
1971 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
|
| April 1,
1972 |
|
Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
|
| May 31,
1972 |
|
Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
|
| June 15,
1973 |
|
Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
|
| May 31,
1974 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
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Confirmation
of mortgage lien |
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|
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| June 13,
1975 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
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|
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| May 28,
1976 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
|
| June 3,
1977 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
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|
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| May 17,
1978 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
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|
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| August 31, 1978 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
-3-
|
|
|
|
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| Supplemental Indenture Date |
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Parties |
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Providing For |
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|
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| June 18, 1979 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
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| June 20,
1980 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
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|
|
| April 16,
1981 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
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| April 30,
1982 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
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| April 15,
1983 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
|
|
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| April 13,
1984 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
|
Confirmation
of mortgage lien |
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|
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| April 15, 1985 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
Donald W. Alfvin, as Trustee and Co-Trustee |
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Confirmation
of mortgage lien |
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|
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| April 15,
1986 |
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Company to
Continental Illinois National Bank and Trust Company of Chicago and
M.J. Kruger, as Trustee and Co-Trustee |
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Confirmation
of mortgage lien |
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| May 15,
1992 |
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Company to
Continental Bank, National Association and M.J. Kruger, as Trustee
and Co-Trustee |
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Issuance of
First Mortgage 6-1/8% Bonds, Series 82 and First Mortgage 8% Bonds,
Series 83 |
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| April 15,
1993 |
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Company to
Continental Bank, National Association and M.J. Kruger, as Trustee
and Co-Trustee |
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Issuance of
First Mortgage 7-5/8% Bonds, Series 92 |
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|
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| June 15,
1993 |
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Company to
Continental Bank, National Association and M.J. Kruger, as Trustee
and Co-Trustee |
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Issuance of
First Mortgage 7% Bonds, Series 93 and First Mortgage 7-1/2% Bonds,
Series 94 |
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| January 15,
1994 |
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Company to
Continental Bank, National Association and M.J. Kruger, as Trustee
and Co-Trustee |
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Issuance of
First Mortgage Bonds, Pollution Control Series 1994A, 1994B and
1994C |
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| March 1,
2002 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
unregistered First Mortgage 6.15% Bonds, Series 98 |
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| May 20,
2002 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage Bonds, Pollution Control Series 2002 |
-4-
|
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Supplemental
Indenture Date
|
|
Parties |
|
Providing For |
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| June 1,
2002 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
additional unregistered First Mortgage 6.15% Bonds, Series
98 |
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| October 7, 2002 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
registered First Mortgage 6.15% Bonds, Series 98 in exchange for
unregistered First Mortgage 6.15% Bonds, Series 98 |
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| January 13, 2003 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage 3.700% Bonds, Series 99 and First Mortgage 5.875%
Bonds, Series 100 |
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| March 14, 2003 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage 4.70% Bonds, Series 101 |
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|
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| April 23, 2003 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage Bonds, Pollution Control Series 2003 |
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|
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| August 13, 2003 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage 4.74% Bonds, Series 102 |
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|
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| September 10, 2003 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage Bonds, Pollution Control Series 2003B |
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| November 10, 2003 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage Bonds, Pollution Control Series 2003C |
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| December 5, 2003 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage Bonds, Pollution Control Series 2003D |
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| February 15, 2005 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage Bonds, Pollution Control Series 2005 |
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| February 1, 2006 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage Bonds, Bank Series 2006 |
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| February 22, 2006 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage 5.90% Bonds, Series 103 |
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| August 1, 2006 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage 5.95% Bonds, Series 104 |
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| September 15, 2006 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
additional First Mortgage 5.95% Bonds, Series 104 |
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| December 1, 2006 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
First Mortgage 5.40% Bonds, Series 105 |
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| March 1, 2007 |
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Company to
BNY Midwest Trust Company and D.G. Donovan, as Trustee and
Co-Trustee |
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Issuance of
additional First Mortgage 5.90% Bonds, Series 103 |
-5-
WHEREAS, the respective
designations, maturity dates and stated 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:
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Designation
|
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Maturity Date
|
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Principal Amount |
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First Mortgage 8% Bonds, Series
83
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May 15,
2008 |
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$ |
120,000,000 |
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First Mortgage 7-5/8% Bonds, Series
92
|
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April 15,
2013 |
|
|
125,000,000 |
|
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First Mortgage 7-1/2% Bonds, Series
94
|
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July 1,
2013 |
|
|
127,000,000 |
|
|
|
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First Mortgage 5.7% Bonds, Pollution
Control Series 1994B
|
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January
15, 2009 |
|
|
15,900,000 |
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First Mortgage 5.85% Bonds, Pollution
Control Series 1994C
|
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January
15, 2014 |
|
|
17,000,000 |
|
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First Mortgage 6.15% Bonds, Series
98
|
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March 15,
2012 |
|
|
450,000,000 |
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First Mortgage Bonds, Pollution Control
Series 2002
|
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April 15,
2013 |
|
|
100,000,000 |
|
|
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First Mortgage 3.700% Bonds, Series
99
|
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February
1, 2008 |
|
|
295,000,000 |
|
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First Mortgage 5.875% Bonds, Series
100
|
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February
1, 2033 |
|
|
253,600,000 |
|
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First Mortgage 4.70% Bonds, Series
101
|
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April 15,
2015 |
|
|
260,000,000 |
|
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|
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First Mortgage Bonds, Pollution Control
Series 2003
|
|
May 15,
2017 |
|
|
40,000,000 |
|
|
|
|
First Mortgage 4.74% Bonds, Series
102
|
|
August
15, 2010 |
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|
212,000,000 |
|
|
|
|
First Mortgage Bonds, Pollution Control
Series 2003B
|
|
November
1, 2019 |
|
|
42,200,000 |
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|
|
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First Mortgage Bonds, Pollution Control
Series 2003C
|
|
March 1,
2020 |
|
|
50,000,000 |
|
|
|
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First Mortgage Bonds, Pollution Control
Series 2003D
|
|
January
15, 2014 |
|
|
19,975,000 |
|
|
|
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First Mortgage Bonds, Pollution Control
Series 2005
|
|
March 1,
2017 |
|
|
91,000,000 |
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