|
EXHIBIT 4.1
FORM OF NOTE
|
|
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR
A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER
OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A
GLOBAL SECURITY THAT IS SUBJECT TO THE FOREGOING, EXCEPT IN SUCH
LIMITED CIRCUMSTANCES.
|
|
A-1
______________________________________________________________________________
|
|
No. R-
|
CUSIP No. 048303 CC
3
|
|
[FORM OF FACE OF
SENIOR NOTE, 5.80% SERIES DUE MAY 15, 2034]
|
|
ATLANTIC CITY
ELECTRIC COMPANY
|
|
SENIOR NOTE, 5.80%
SERIES DUE MAY 15, 2034
|
|
ATLANTIC
CITY ELECTRIC COMPANY, a corporation duly organized and existing
under the laws of the State of New Jersey (herein referred to as
the "Company", which term includes any successor Person under the
Indenture), for value received, hereby promises to pay to
or registered assigns, the principal sum of
Dollars on May 15, 2034, and to pay interest on said principal sum
semi-annually in arrears on May 15 and November 15 of each year
(each an "Interest Payment Date"), commencing November 15, 2004, at
the rate of 5.80% per annum, until the principal hereof is paid or
made available for payment. Interest on the Securities of this
series will accrue from April 8, 2004, to the first Interest
Payment Date, and thereafter will accrue from the last Interest
Payment Date to which interest has been paid or duly provided for.
In the event that any Interest Payment Date is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day which is a Business Day with the same force and
effect as if made on the Interest Payment Date (and without any
interest or other payment in respect of such delay). The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the first
calendar day of the month in which such Interest Payment Date
occurs; provided, however, that interest payable at Maturity will
be paid to the Person to whom principal is paid. Any such interest
not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in the Indenture referred to on the reverse
hereof.
|
|
Payment
of the principal of and interest on this Security will be made upon
presentation at the office or agency of the Company maintained for
that purpose in The City of New York, the State of New York in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that, at the option of the Company, interest on
this Security may be paid by check mailed to the address of the
Person entitled thereto, as such address shall appear on the
Security Register or by wire transfer to n account designated by
the Person entitled thereto; and provided further, that so long as
the Securities of this series are registered in the name of The
Depository Trust Company
|
|
A-2
______________________________________________________________________________
|
|
or a nominee thereof, all payments of principal, premium, if
any, and interest in respect of the Securities of this series will
be made in immediately available funds.
|
|
Pursuant
to and in accordance with Article Thirteen of the Indenture, prior
to the Release Date, the Securities of this series shall be secured
by the series of First Mortgage Bonds issued under the Mortgage
designated as "First Mortgage Bonds, 5.80% Collateral Series due
May 15, 2034" (the "Collateral First Mortgage Bonds") delivered by
the Company to the Trustee for the benefit of the Holders of the
Securities of this series. On the Release Date, the Securities of
this series shall cease to be secured by such First Mortgage Bonds
and shall become unsecured general obligations of the Company. In
certain circumstances prior to the Release Date as provided in the
Indenture, the Trustee is required to surrender the Collateral
First Mortgage Bonds, provided that the aggregate principal amount
of Collateral First Mortgage Bonds held by the Trustee after such
surrender is not less than the aggregate principal amount of the
Securities of this series outstanding at such time. Reference is
made to the Mortgage and the Indenture for a description of the
rights of the Trustee as holder of the Collateral First Mortgage
Bonds, the property mortgaged and pledged under the Mortgage and
the rights of the Company and of the Mortgage Trustee in respect
thereof, the duties and immunities of the Mortgage Trustee and the
terms and conditions upon which the Collateral First Mortgage Bonds
are secured and the circumstances under which additional First
Mortgage Bonds may be issued.
|
|
Reference
is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. Any
capitalized term which is used herein and not otherwise defined
shall have the meaning ascribed to such term in the Indenture.
|
|
Unless
the certificate of authentication hereon has been executed by the
Trustee referred to below by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
|
|
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed in its name by the [Vice] President of the Company and its
corporate seal to be affixed hereto and attested by the [Assistant]
Secretary of the Company.
|
|
Attest:
By: _______________________________
[Assistant] Secretary
|
ATLANTIC CITY ELECTRIC COMPANY
By: _________________________________
[Vice]
President
|
|
A-3
______________________________________________________________________________
|
|
[FORM OF CERTIFICATE
OF AUTHENTICATION]
|
|
CERTIFICATE OF
AUTHENTICATION
|
|
This
is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
|
|
Dated:
|
THE BANK OF NEW YORK, as Trustee
By: _______________________________
Authorized
Signatory
|
|
A-4
______________________________________________________________________________
|
|
[FORM OF REVERSE OF
SENIOR NOTE, 5.80% SERIES DUE MAY 15, 2034]
|
|
This
Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), of the series designated
"Senior Notes, 5.80% Series due May 15, 2034", all issued and to be
issued under the Indenture (for Senior Debt Securities), dated as
of April 1, 2004 (herein, together with any amendments thereto,
called the "Indenture", which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New
York, trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby
made to the Indenture, including the Board Resolutions and
|
|
