ONE HUNDRED AND FIFTH SUPPLEMENTAL INDENTURE

DELMARVA POWER & LIGHT COMPANY

TO

THE BANK OF NEW YORK MELLON,

Trustee.

____________

ONE HUNDRED AND FIFTH SUPPLEMENTAL

INDENTURE

____________

Dated as of September 22, 2009

(but executed on the dates shown on the execution page)

This ONE HUNDRED AND FIFTH SUPPLEMENTAL INDENTURE , dated as of the 22 nd day of September, 2009 (but executed on the dates hereinafter shown), made and entered into by and between DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia, hereinafter called the Company, and THE BANK OF NEW YORK MELLON, a New York banking corporation, hereinafter called the Trustee;

WITNESSETH:

WHEREAS, the Company heretofore executed and delivered its Indenture of Mortgage and Deed of Trust (hereinafter in this One Hundredth and Fifth Supplemental Indenture called the “Original Indenture”), dated as of October 1, 1943, to The New York Trust Company, a corporation of the State of New York, as Trustee, to which The Bank of New York Mellon is successor trustee (the “Trustee”), to secure the First Mortgage Bonds of the Company, unlimited in aggregate principal amount and issuable in series, from time to time, in the manner and subject to the conditions set forth in the Original Indenture granted and conveyed unto the Trustee, upon the trusts, uses and purposes specifically therein set forth, certain real estate, franchises and other property therein described, including property acquired after the date thereof, except as therein otherwise provided; and

WHEREAS, the Original Indenture has been supplemented by one hundred and four supplemental indentures amending, modifying and supplementing the provisions of the Original Indenture (the Original Indenture, as amended, modified and supplemented by all of the indentures supplemental thereto, including this One Hundred and Fifth Supplemental Indenture, is hereinafter in this One Hundred and Fifth Supplemental Indenture called the “Indenture”); and

WHEREAS, the Original Indenture provides for the issuance of bonds thereunder in one or more series, the form of each series of bonds and of the coupons to be attached to any coupon bonds to be substantially in the forms set forth therein with such omissions, variations and insertions as are authorized or permitted by the Original Indenture and determined and specified by the Board of Directors of the Company; and

WHEREAS, pursuant to Indenture of Trust No. 3, dated as of May 1, 2001, between The Delaware Economic Development Authority (the “Authority”) and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Series 2001C Trustee”) (such indenture the “Series 2001C Indenture”), the Authority issued Pollution Control Refunding Revenue Bonds (Delmarva Power & Light Company Project) Series 2001C due May 1, 2026 (the “Series 2001C Refunding Revenue Bonds”), in the aggregate principal amount of $34,500,000; and

WHEREAS, the Series 2001C Refunding Revenue Bonds are secured by a pledge of revenues and receipts derived from Loan Agreement No. 3, dated as of May 1, 2001, between the Authority and the Company (the “Series 2001C Loan Agreement”); and

WHEREAS, in order to provide credit enhancement for the Series 2001C Refunding Revenue Bonds, Ambac Assurance Corporation (“Ambac”) issued a financial guaranty insurance policy relating to the Series 2001C Refunding Revenue Bonds, pursuant to an Insurance Agreement, dated as of May 1, 2001, between the Company and Ambac (the “Series 2001C Insurance Agreement”); and

WHEREAS, pursuant to Article III of the Series 2001C Insurance Agreement, the Company wishes to issue to Ambac, as security for the Company’s reimbursement obligations under, and as defined in, the Series 2001C Insurance Agreement, a new series of bonds under the Original Indenture (i) that have an aggregate principal amount equal to the principal amount of the Series 2001C Refunding Revenue Bonds, (ii) that have a stated maturity date that is the same as the stated maturity date of the Series 2001C Refunding Revenue Bonds, (iii) that shall bear interest at a per annum interest rate equal to the rate on the Series 2001C Refunding Revenue Bonds, (iv) that have interest payment dates that are the same as the interest payment dates of the Series 2001C Refunding Revenue Bonds, (v) that contain substantially identical redemption provisions to those set forth in the Series 2001C Refunding Revenue Bonds and (vi) that in all other material respects conform as nearly as practicable to the terms of the Series 2001C Refunding Revenue Bonds; and

 

 

WHEREAS, for the above-described purpose the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create a series of bonds to be designated as “First Mortgage Bonds, Series 2001C Collateral Bonds due May 1, 2026” (hereinafter sometimes referred to as the “Series 2001C Collateral Bonds”) and, for such purpose, the Company has duly authorized the execution and delivery of this One Hundred and Fifth Supplemental Indenture; and

WHEREAS, each of the Series 2001C Collateral Bonds shall be substantially in the following form:

[FORM OF FACE OF SERIES 2001C COLLATERAL BOND]

DELMARVA POWER & LIGHT COMPANY

FIRST MORTGAGE BOND,

SERIES 2001C COLLATERAL BONDS DUE MAY 1, 2026

Number:

DELMARVA POWER & LIGHT COMPANY, a Delaware and Virginia corporation (the “Company”), for value received, hereby promises to pay to __________________, or registered assigns as hereinafter provided, the principal sum of $___________ on May 1, 2026, and to pay interest thereon, at the rate as is payable from time to time on the Pollution Control Refunding Revenue Bonds (Delmarva Power & Light Company Project) Series 2001C due May 1, 2026 (the “Series 2001C Refunding Revenue Bonds”) of The Delaware Economic Development Authority (the “Authority”), issued under an Indenture of Trust No. 3, dated as of May 1, 2001, between the Authority and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Series 2001C Trustee”) (such indenture, the “Series 2001C Indenture”), payable at such times as interest is payable on the Series 2001C Refunding Revenue Bonds. Interest on this bond will accrue during the same period as interest accrues from time to time on the Series 2001C Refunding Revenue Bonds.

Payment of principal and interest on this bond, to the extent not satisfied and discharged as provided below, will be made at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts.

 

 

Upon payment by the Company pursuant to Section 4.2(a), 7.1 or 7.2 of Loan Agreement No. 3, dated as of May 1, 2001, between the Authority and the Company (the “Loan Agreement”) in respect of any amount payable by the Authority as principal (whether at maturity, or upon redemption or acceleration or otherwise), premium, if any, or interest on the Series 2001C Refunding Revenue Bonds, and to the extent of such payment by the Company, the obligation of the Company to make the corresponding payment of principal, premium, if any, or interest on this bond shall be deemed satisfied and discharged.  Moneys on deposit in the Bond Fund (as defined in the Series 2001C Indenture) available to pay the principal of and premium, if any, and interest on the Series 2001C Refunding Revenue Bonds on the date on which any such payment is due (excluding moneys on deposit in the Bond Fund for the payment of past due principal of or premium, if any, or interest on Series 2001C Refunding Revenue Bonds in cases where Series 2001C Refunding Revenue Bonds have not been presented for payment or interest checks have not been cashed) shall constitute payments made by the Company pursuant to Section 4.2(a), 7.1 or 7.2 of the Loan Agreement for all purposes of this bond, to the extent of the amount of such moneys on deposit.  The Trustee may at any time and all times conclusively presume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on this bond, insofar as such payments at the time have become due, has been fully satisfied and discharged pursuant to either of the two foregoing sentences unless and until the Trustee shall have received a written notice from the Series 2001C Trustee signed by one of its officers (i) stating that timely payment of principal of, or premium or interest on, this bond has not been so made and (ii) providing the details of such nonpayment.

The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

This bond shall not become valid or obligatory for any purpose until THE BANK OF NEW YORK MELLON, the Trustee under the Mortgage referred to on the reverse hereof, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon.

IN WITNESS WHEREOF, DELMARVA POWER & LIGHT COMPANY has caused this bond to be signed in its name with the manual or facsimile signature of its President or one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be affixed hereto and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

Trustee’s Authentication Certificate

This bond is one of the bonds of the series herein designated, provided for in the within-mentioned Mortgage.

 

 

[FORM OF REVERSE OF BOND]

DELMARVA POWER & LIGHT COMPANY

FIRST MORTGAGE BOND,

SERIES 2001C COLLATERAL BONDS DUE MAY 1, 2026

This bond is one of an issue of bonds of the Company (herein referred to as the “bonds”), not limited in principal amount, issuable in series, which different series may mature at different times, may bear interest at different rates, and may otherwise vary as in the Mortgage hereinafter mentioned provided, and is one of a series known as its First Mortgage Bonds, Series 2001C Collateral Bonds due May 1, 2026 (herein sometimes referred to as “Series 2001C Collateral Bonds”), all  bonds of all series and tranches issued and to be issued under and equally and ratably secured (except insofar as any sinking fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series or tranche) by the Mortgage and Deed of Trust, dated as of October 1, 1943, executed by the Company to THE NEW YORK TRUST COMPANY, as Trustee, to which THE BANK OF NEW YORK MELLON, a New York corporation, is successor Trustee (herein, together with any indentures supplemental thereto, including the One Hundred and Fifth Supplemental Indenture, dated as of September 22, 2009 (the “One Hundred and Fifth Supplemental Indenture”), called the “Mortgage”), to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights and limitations of rights of the holders of the bonds and of the Company in respect thereof, the rights, duties and immunities of the Trustee, and the terms and conditions upon which the bonds are, and are to be, issued and secured. The Mortgage contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five percent (75%) in principal amount of all the bonds at the time outstanding (determined as provided in the Mortgage), evidenced as in the Mortgage provided, or in case the rights under the Mortgage of the holder of the bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, then with the consent of the holders of not less than seventy-five percent (75%) in principal amount of the bonds at the time outstanding of the one or more series, taken in the aggregate, affected (determined as provided in the Mortgage), evidenced as in the Mortgage provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Mortgage or modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, without the consent of the holder of each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture without the consent of the holders of all bonds then outstanding.  Any such consent by the registered holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond, irrespective of whether or not any notation of such consent is made upon this bond.  No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this bond at the time and place, at the rate and in the coin or currency herein prescribed.

The Series 2001C Collateral Bonds are subject to redemption on the date, in the principal amount and at the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the Series 2001C Refunding Revenue Bonds.  In the event that any Series 2001C Refunding Revenue Bonds are redeemed prior to maturity in accordance with the provisions of the Series 2001C Indenture, an equal principal amount of Series 2001C Collateral Bonds shall be deemed to have been redeemed and the holder hereunder, as holder of all Series 2001C Collateral Bonds of this series outstanding, hereby agrees to and shall deliver to the Trustee for cancellation such principal amount of Series 2001C Collateral Bonds so deemed to have been redeemed.  The Company agrees to give the Trustee notice of the redemption of any Series 2001C Refunding Revenue Bonds on or before the date fixed for any such redemption.  Notwithstanding any other provision contained in this bond or the Mortgage, the holder of the Series 2001C

 

 

Collateral Bonds by the acceptance of the Series 2001C Collateral Bonds hereby waives notice of any such redemption of Series 2001C Collateral Bonds.

The Series 2001C Collateral Bonds are also subject to mandatory redemption at any time, as a whole, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium, in the event the Trustee shall receive a written demand (a “Series 2001C Default Redemption Demand”) from the holder of the Series 2001C Collateral Bonds for redemption stating that the Company has failed to pay to Ambac any amount due and payable under Section 2.01(a) of the Series 2001C Insurance Agreement.  The Trustee shall within 10 days of receiving the Series 2001C Default Redemption Demand mail a copy to the Company stamped or otherwise marked to show the date of receipt by the Trustee.  The Company shall fix a redemption date and shall mail to the Trustee notice of the date selected at least 15 days prior to the date so selected.  Such redemption date may be any day not more than 60 days after the receipt by the Trustee of the Series 2001C Default Redemption Demand.  If the Trustee does not receive notice of such selection by the Company within 45 days after the Series 2001C Default Redemption Demand was received by the Trustee, then the redemption date shall be the 60th day after such receipt.  The Trustee shall mail notice of the redemption date (the “Default Redemption Notice”) to the holder of the Series 2001C Collateral Bonds not more than 10 nor less than 5 days prior to the date fixed for redemption.  The Trustee shall not mail any Default Redemption Notice (and no such redemption shall be made) if the Trustee receives prior to the mailing of the Default Redemption Notice a written cancellation of the Series 2001C Default Redemption Demand from the holder of the Series 2001C Collateral Bonds.  Notwithstanding any other provision contained in this bond or the Mortgage, the holder of the Series 2001C Collateral Bonds by the acceptance of the Series 2001C Collateral Bonds hereby waives any longer notice of redemption.

The principal hereof may be declared or may become due prior to the express date of the maturity hereof on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.

The Series 2001C Collateral Bonds are issuable only as registered bonds without coupons in denominations of $1,000 and authorized multiples thereof.  To the extent this bond is transferable, it may be transferred as prescribed in the Mortgage by the registered holder hereof in person, or by his or her duly authorized attorney, at the office or agency to be maintained by the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and thereupon a new fully registered bond or bonds of authorized denominations of the same series and for the same aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage, and in each case without payment of any service or other similar charge, as provided in the One Hundred and Fifth Supplemental Indenture.  The Company and the Trustee, any paying agent and any bond registrar may deem and treat the person in whose name this bond is registered as the absolute owner hereof, whether or not this bond shall be overdue, for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee nor any paying agent nor any bond registrar shall be affected by any notice to the contrary.

The Mortgage provides that if the Company shall deposit with the Trustee in trust for the purpose funds sufficient to pay the principal of all of the bonds of any series, or such of the bonds of any series as have been or are to be called for redemption, and premium, if any, thereon, and all interest payable on such bonds to the date on which they become due and payable at maturity or upon redemption or otherwise, and shall comply with the other provisions of the Mortgage in respect thereof, then from the date of such deposit such bonds shall no longer be entitled to any lien or benefit under the Mortgage.

No recourse shall be had for the payment of the principal of, premium, if any, or interest on, this bond, or for any claim based hereon, or otherwise in respect hereof, or based on, or in respect of, the Mortgage, against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise,

 

 

all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

[END OF FORM OF SERIES 2001C COLLATERAL BOND]

AND WHEREAS, pursuant to Indenture of Trust No. 2, dated as of May 1, 2002, by and between the Authority and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Series 2002B Trustee”) (such indenture the “Series 2002B Indenture”), the Authority issued Pollution Control Refunding Revenue Bonds (Delmarva Power & Light Company Project) Series 2002B due February 1, 2019 (the “Series 2002B Refunding Revenue Bonds”), in the aggregate principal amount of $31,000,000; and

WHEREAS, the Series 2002B Refunding Revenue Bonds are secured by a pledge of revenues and receipts derived from Loan Agreement No. 2, dated as of May 1, 2002, between the Authority and the Company (the “Series 2002B Loan Agreement”); and

WHEREAS, in order to provide credit enhancement for the Series 2002B Refunding Revenue Bonds, Ambac issued a financial guaranty insurance policy relating to the Series 2002B Refunding Revenue Bonds, pursuant to an Insurance Agreement, dated as of May 1, 2002, between the Company and Ambac (the “Series 2002B Insurance Agreement”); and

WHEREAS, pursuant to Article III of the Series 2002B Insurance Agreement, the Company wishes to issue to Ambac, as security for the Company’s reimbursement obligations under, and as defined in, the Series 2002B Insurance Agreement, a new series of bonds under the Original Indenture (i) that have an aggregate principal amount equal to the principal amount of the Series 2002B Refunding Revenue Bonds, (ii) that have a stated maturity date that is the same as the stated maturity date of the Series 2002B Refunding Revenue Bonds, (iii) that shall bear interest at a per annum interest rate equal to the rate on the Series 2002B Refunding Revenue Bonds, (iv) that have interest payment dates that are the same as the interest payment dates of the Series 2002B Refunding Revenue Bonds, (v) that contain substantially identical redemption provisions to those set forth in the Series 2002B Refunding Revenue Bonds and (vi) that in all other material respects conform as nearly as practicable to the terms of the Series 2002B Refunding Revenue Bonds; and

WHEREAS, for the above-described purpose the Company, by appropriate corporate action in conformity with the terms of the Indenture, has duly determined to create a series of bonds to be designated as “First Mortgage Bonds, Series 2002B Collateral Bonds due February 1, 2019” (hereinafter sometimes referred to as the “Series 2002B Collateral Bonds”) and, for such purpose, the Company has duly authorized the execution and delivery of this One Hundred and Fifth Supplemental Indenture; and

WHEREAS, each of the Series 2002B Collateral Bonds shall be substantially in the following form:

[FORM OF FACE OF SERIES 2002B COLLATERAL BOND]

 

 

DELMARVA POWER & LIGHT COMPANY

FIRST MORTGAGE BOND,

SERIES 2002B COLLATERAL BONDS DUE FEBRUARY 1, 2019

Number:

DELMARVA POWER & LIGHT COMPANY, a Delaware and Virginia corporation (the “Company”), for value received, hereby promises to pay to __________________, or registered assigns as hereinafter provided, the principal sum of $___________ on February 1, 2019, and to pay interest thereon, at the rate as is payable from time to time on the Pollution Control Refunding Revenue Bonds (Delmarva Power & Light Company Project) Series 2002B due February 1, 2019 (the “Series 2002B Refunding Revenue Bonds”) of The Delaware Economic Development Authority (the “Authority”), issued under an Indenture of Trust No. 2, dated as of May 1, 2002, between the Authority and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Series 2002B Trustee”) (such indenture, the “Series 2002B Indenture”), payable at such times as interest is payable on the Series 2002B Refunding Revenue Bonds.  Interest on this bond will accrue during the same period as interest accrues from time to time on the Series 2002B Refunding Revenue Bonds.

Payment of principal and interest on this bond, to the extent not satisfied and discharged as provided below, will be made at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts.

Upon payment by the Company pursuant to Section 4.2(a), 7.1 or 7.2 of Loan Agreement No. 2, dated as of May 1, 2002, between the Authority and the Company (the “Loan Agreement”) in respect of any amount payable by the Authority as principal (whether at maturity, or upon redemption or acceleration or otherwise), premium, if any, or interest on the Series 2002B Refunding Revenue Bonds, and to the extent of such payment by the Company, the obligation of the Company to make the corresponding payment of principal, premium, if any, or interest on this bond shall be deemed satisfied and discharged.  Moneys on deposit in the Bond Fund (as defined in the Series 2002B Indenture) available to pay the principal of and premium, if any, and interest on the Series 2002B Refunding Revenue Bonds on the date on which any such payment is due (excluding moneys on deposit in the Bond Fund for the payment of past due principal of or premium, if any, or interest on Series 2002B Refunding Revenue Bonds in cases where Series 2002B Refunding Revenue Bonds have not been presented for payment or interest checks have not been cashed) shall constitute payments made by the Company pursuant to Section 4.2(a), 7.1 or 7.2 of the Loan Agreement for all purposes of this bond, to the extent of the amount of such moneys on deposit.  The Trustee may at any time and all times conclusively presume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on this bond, insofar as such payments at the time have become due, has been fully satisfied and discharged pursuant to either of the two foregoing sentences unless and until the Trustee shall have received a written notice from the Series 2002B Trustee signed by one of its officers (i) stating that timely payment of principal of, or premium or interest on, this bond has not been so made and (ii) providing the details of such nonpayment.

The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

 

 

This bond shall not become valid or obligatory for any purpose until THE BANK OF NEW YORK MELLON, the Trustee under the Mortgage referred to on the reverse hereof, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon.

IN WITNESS WHEREOF, DELMARVA POWER & LIGHT COMPANY has caused this bond to be signed in its name with the manual or facsimile signature of its President or one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be affixed hereto and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

Trustee’s Authentication Certificate

This bond is one of the bonds of the series herein designated, provided for in the within-mentioned Mortgage.

[FORM OF REVERSE OF BOND]

DELMARVA POWER & LIGHT COMPANY

FIRST MORTGAGE BOND,

SERIES 2002B COLLATERAL BONDS DUE FEBRUARY 1, 2019

This bond is one of an issue of bonds of the Company (herein referred to as the “bonds”), not limited in principal amount, issuable in series, which different series may mature at different times, may bear interest at different rates, and may otherwise vary as in the Mortgage hereinafter mentioned provided, and is one of a series known as its First Mortgage Bonds, Series 2002B Collateral Bonds due February 1, 2019 (herein sometimes referred to as “Series 2002B Collateral Bonds”), all bonds of all series and tranches issued and to be issued under and equally and ratably secured (except insofar as any sinking fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series or tranche) by the Mortgage and Deed of Trust, dated as of October 1, 1943, executed by the Company to THE NEW YORK TRUST COMPANY, as Trustee, to which THE BANK OF NEW YORK MELLON, a New York corporation, is successor Trustee (herein, together with any indentures supplemental thereto, including the One Hundred and Fifth Supplemental Indenture, dated as of September 22, 2009 (the “One Hundred and Fifth Supplemental Indenture”), called the “Mortgage”), to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights and limitations of rights of the holders of

 

 

the bonds and of the Company in respect thereof, the rights, duties and immunities of the Trustee, and the terms and conditions upon which the bonds are, and are to be, issued and secured. The Mortgage contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five percent (75%) in principal amount of all the bonds at the time outstanding (determined as provided in the Mortgage), evidenced as in the Mortgage provided, or in case the rights under the Mortgage of the holder of the bonds of one or more, but less than all, of the series of bonds outstanding shall be affected, then with the consent of the holders of not less than seventy-five percent (75%) in principal amount of the bonds at the time outstanding of the one or more series, taken in the aggregate, affected (determined as provided in the Mortgage), evidenced as in the Mortgage provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Mortgage or modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, without the consent of the holder of each bond so affected, or (ii) reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture without the consent of the holders of all bonds then outstanding.  Any such consent by the registered holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond, irrespective of whether or not any notation of such consent is made upon this bond.  No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this bond at the time and place, at the rate and in the coin or currency herein prescribed.

The Series 2002B Collateral Bonds are subject to redemption on the date, in the principal amount and at the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the Series 2002B Refunding Revenue Bonds.  In the event that any Series 2002B Refunding Revenue Bonds are redeemed prior to maturity in accordance with the provisions of the Series 2002B Indenture, an equal principal amount of Series 2002B Collateral Bonds shall be deemed to have been redeemed and the holder hereunder, as holder of all Series 2002B Collateral Bonds of this series outstanding, hereby agrees to and shall deliver to the Trustee for cancellation such principal amount of Series 2002B Collateral Bonds so deemed to have been redeemed.  The Company agrees to give the Trustee notice of the redemption of any Series 2002B Refunding Revenue Bonds on or before the date fixed for any such redemption.  Notwithstanding any other provision contained in this bond or the Mortgage, the holder of the Series 2002B Collateral Bonds by the acceptance of the Series 2002B Collateral Bonds hereby waives notice of any such redemption of Series 2002B Collateral Bonds.

The Series 2002B Collateral Bonds are also subject to mandatory redemption at any time, as a whole, at 100% of the principal amount thereof plus accrued interest to the redemption date, without premium, in the event the Trustee shall receive a written demand (a “Series 2002B Default Redemption Demand”) from the holder of the Series 2002B Collateral Bonds for redemption stating that the Company has failed to pay Ambac any amount due and payable under Section 2.01(a) of the Series 2002B Insurance Agreement.  The Trustee shall within 10 days of receiving the Series 2002B Default Redemption Demand mail a copy to the Company stamped or otherwise marked to show the date of receipt by the Trustee.  The Company shall fix a redemption date and shall mail to the Trustee notice of the date selected at least 15 days prior to the date so selected.  Such redemption date may be any day not more than 60 days after the receipt by the Trustee of the Series 2002B Default Redemption Demand.  If the Trustee does not receive notice of such selection by the Company within 45 days after the Series 2002B Default Redemption Demand was received by the Trustee, then the redemption date shall be the 60th day after such receipt.  The Trustee shall mail notice of the redemption date (the “Default Redemption Notice”) to the holder of the Series 2002B Collateral Bonds not more than 10 nor less than 5 days prior to the date fixed for redemption.  The Trustee shall not mail any Default Redemption Notice (and no such redemption shall be made) if the Trustee receives prior to the mailing of the Default Redemption Notice a written cancellation of the Series 2002B Default Redemption Demand from the holder of the Series 2002B Collateral Bonds.  Notwithstanding any other provision contained in this bond or the Mortgage, the holder of the

 

 

Series 2002B Collateral Bonds by the acceptance of the Series 2002B Collateral Bonds hereby waives any longer notice of redemption.

The principal hereof may be declared or may become due prior to the express date of the maturity hereof on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.

The Series 2002B Collateral Bonds are issuable only as registered bonds without coupons in denominations of $1,000 and authorized multiples thereof.  To the extent this bond is transferable, it may be transferred as prescribed in the Mortgage by the registered holder hereof in person, or by his or her duly authorized attorney, at the office or agency to be maintained by the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, and thereupon a new fully registered bond or bonds of authorized denominations of the same series and for the same aggregate principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage, and in each case without payment of any service or other similar charge as provided in the One Hundred and Fifth Supplemental Indenture.  The Company and the Trustee, any paying agent and any bond registrar may deem and treat the person in whose name this bond is registered as the absolute