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
Dated as of December 1,
2006
Commonwealth Edison
Company
BNY Midwest
Trust Company
Trustees Under Mortgage Dated
July 1, 1923,
Indentures Supplemental
Thereto
Providing for Issuance of
FIRST MORTGAGE 5.40% BONDS, SERIES
105
Due December 15, 2011
This Supplemental Indenture ,
dated as of December 1, 2006, between Commonwealth Edison Company , 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 Midwest Trust Company , 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. Donovan , 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 ”),
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
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Indenture
Date
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Parties
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Providing
For
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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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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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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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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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-2-
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Supplemental
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Indenture
Date
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Parties
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Providing
For
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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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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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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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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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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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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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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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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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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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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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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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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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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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-3-
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Supplemental
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Indenture
Date
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Parties
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Providing
For
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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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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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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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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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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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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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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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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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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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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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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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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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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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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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-4-
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Supplemental
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Indenture
Date
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Parties
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Providing
For
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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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:
-5-
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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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$
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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 3.700% Bonds,
Series 99
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February 1,
2008
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295,000,000
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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
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First Mortgage Bonds, Pollution Control
Series 2005
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March 1,
2017
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91,000,000
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First Mortgage Bonds, Bank
Series 2006
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February 20,
2009
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1,008,000,000
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First Mortgage 5.90% Bonds,
Series 103
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March 15,
2036
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325,000,000
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First Mortgage 5.95% Bonds,
Series 104
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August 15,
2016
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415,000,000
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Total
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$
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3,966,675,000
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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 5.40% Bonds,
Series 105 (hereinafter called the “ bonds of
Series 105 ”) and the terms and provisions to be
contained in the bonds of Series 105 or to be otherwise
applicable thereto to be as set forth in this Supplemental
Indenture; and
-6-
WHEREAS, the bonds
of Series 105 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 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 105, 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 105, 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;
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 105 .
The bonds of Series 105 shall, as hereinbefore recited, be
designated as the Company’
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