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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 March 10,
2008
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 5.80% BONDS,
SERIES 108
Due March 15,
2018
T HIS S
UPPLEMENTAL I NDENTURE , dated as of
March 10, 2008, 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
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| 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 |
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Amendment
and restatement of Mortgage dated
July 1, 1923 |
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| 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 |
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Confirmation
of mortgage lien |
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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 |
-2-
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Supplemental
Indenture Date
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Parties
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Providing For
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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 |
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Confirmation
of mortgage lien |
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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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| 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 |
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Confirmation
of mortgage lien |
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| April 1,
1972 |
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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 31,
1972 |
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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 15,
1973 |
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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 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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| 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 |
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Confirmation
of mortgage lien |
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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 |
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Confirmation
of mortgage lien |
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| 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 |
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Confirmation
of mortgage lien |
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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 |
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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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| 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 |
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Confirmation
of mortgage lien |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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Confirmation
of mortgage lien |
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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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| 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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| 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 |
-4-
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Supplemental
Indenture Date
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Parties
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Providing For
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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 |
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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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| 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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| 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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| 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 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 |
-5-
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Supplemental
Indenture Date
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Parties
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Providing For
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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 |
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| August 30, 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
First Mortgage 6.15% Bonds, Series 106 |
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| December 20, 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
First Mortgage 6.45% Bonds, Series 107 |
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 |
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125,000,000 |
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First Mortgage 7- 1 / 2 % Bonds, Series
94
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July 1,
2013 |
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127,000,000 |
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First Mortgage 5.7% Bonds, Pollution
Control Series 1994B
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January 15, 2009 |
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15,900,000 |
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First Mortgage 5.85% Bonds, Pollution
Control Series 1994C
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January
15, 2014 |
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17,000,000 |
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First Mortgage 6.15% Bonds, Series
98
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March 15,
2012 |
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450,000,000 |
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First Mortgage Bonds, Pollution Control
Series 2002
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April 15,
2013 |
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100,000,000 |
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First Mortgage 5.875% Bonds, Series
100
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February
1, 2033 |
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253,600,000 |
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First Mortgage 4.70% Bonds, Series
101
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April 15,
2015 |
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260,000,000 |
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First Mortgage Bonds, Pollution Control
Series 2003
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May 15,
2017 |
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40,000,000 |
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First Mortgage 4.74% Bonds, Series
102
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August
15, 2010 |
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212,000,000 |
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First Mortgage Bonds, Pollution Control
Series 2003B
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November 1, 2019 |
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42,200,000 |
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First Mortgage Bonds, Pollution Control
Series 2003C
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March 1,
2020 |
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50,000,000 |
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First Mortgage Bonds, Pollution Control
Series 2003D
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January
15, 2014 |
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19,975,000 |
-6-
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Designation
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Maturity Date
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Principal Amount |
| First
Mortgage Bonds, Pollution Control Series 2005 |
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March 1, 2017 |
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91,000,000 |
| First
Mortgage 5.90% Bonds, Series 103 |
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March 15,
2036 |
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625,000,000 |
| First
Mortgage 5.95% Bonds, Series 104 |
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August
15, 2016 |
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415,000,000 |
| First
Mortgage 5.40% Bonds, Series 105 |
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December 15, 2011 |
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345,000,000 |
| First
Mortgage 6.15% Bonds, Series 106 |
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September 15, 2017 |
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425,000,000 |
| First
Mortgage 6.45% Bonds, Series 107 |
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January
15, 2038 |
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450,000,000 |
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Total |
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$ |
4,183,675,000 |
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WHEREAS, the Mortgage
provides for the issuance from time to time thereunder, in series,
of bonds of the Company for the purposes and subject to the
limitations therein specified; and
WHEREAS, the Company desires,
by this Supplemental Indenture, to create an additional series of
bonds to be issuable under the Mortgage, such bonds to be
designated “First Mortgage 5.80% Bonds, Series 108
(hereinafter called the “ bonds of Series 108 ”)
and the terms and provisions to be contained in the bonds of Series
108 or to be otherwise applicable thereto to be as set forth in
this Supplemental Indenture; and
WHEREAS, the bonds of Series
108 and the Trustee’s certificate to be endorsed thereon
shall be substantially in the form of the General Form of
Registered Bond Without Coupons and the form of the General Form of
Trustee’s Certificate set forth in Section 3.05 of the
Supplemental Indenture dated August 1, 1944 to the Mortgage
with such appropriate insertions, omissions and variations in order
to express the designation, date, maturity date, annual interest
rate, record dates for, and dates of, payment of interest,
denominations, terms of redemption and redemption prices, and other
terms and characteristics authorized or permitted by the Mortgage
or not inconsistent therewith; and
WHEREAS, the Company is
legally empowered and has been duly authorized by the necessary
corporate action and by an order or orders of the Illinois Commerce
Commission to make, execute and deliver this Supplemental
Indenture, and to create, as an additional series of bonds of the
Company, the bonds of Series 108, 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 bonds of Series 108,
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;
-7-
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 Bonds of Series 108
. The bonds of Series 108 shall, as hereinbefore recited, be
designated as the Company’s “First Mortgage 5.80%
Bonds, Series 108.” Subject to the provisions of the
Mortgage, the bonds of Series 108 shall be issuable without
limitation as to the aggregate principal amount thereof.
SECTION 2. Form,
Date, Maturity Date, Interest Rate and Interest Payment Dates of
Bonds of Series 108 . (a) The definitive bonds
of Series 108 shall be in engraved, lithographed, printed or
typewritten form and shall be registered bonds without coupons; and
such bonds and the Trustee’s certificate to be endorsed
thereon shall be substantially in the forms hereinbefore recited,
respectively. The bonds of Series 108 shall be dated as provided in
Section 3.01 of the
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