Exhibit 4.2
FORM OF 6.25% SENIOR NOTE DUE
2039
THIS NOTE IS A REGISTERED GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO. HAS AN INTEREST HEREIN.
Exelon Generation Company,
LLC
6.25% Senior Notes due
2039
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No.
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$
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CUSIP No. 30161M AG8
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Exelon Generation Company, LLC, a
limited liability company duly organized and subsisting under the
laws of the Commonwealth of Pennsylvania (herein called the
“Issuer” which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the
principal sum of
Million Dollars
($ ),
and to pay interest thereon from September 23, 2009 or from
the most recent interest payment date to which interest has been
paid or duly provided for, semi-annually on April 1 and
October 1 in each year, beginning April 1, 2010 at the
rate of 6.25% per annum, until the principal hereof is paid or
made available for payment, provided that any principal and
premium, and any such installment of interest, which is overdue
shall bear interest at the rate of 6.25% per annum (to the
extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be
payable on demand. Interest on this Note shall be computed on the
basis of a 360-day year composed of twelve 30-day months. 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 Note (or one or more
predecessor Securities) is registered at the close of business on
the record date for such interest, which shall be March 15 or
September 15 (whether or not a Business Day), as the case may
be, next preceding such interest payment date. Any such interest
not so punctually paid or duly provided
for will forthwith cease to be payable to the
Holder on such record date and may either be paid to the Person in
whose name this Note (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
said Indenture.
Payment of the principal of (and
premium, if any) and interest on this Note will be made at the
office or agency of the Issuer maintained for that purpose 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
is legal tender for payment of public and private debts;
provided that so long as the Notes are held by DTC as
Registered Global Securities, payments shall be made by wire
transfer to DTC.
Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF the Issuer has
caused this instrument to be duly executed.
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Dated:
September 23, 2009
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EXELON
GENERATION COMPANY, LLC
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By
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Chaka M.
Patterson
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Vice President
and Treasurer
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Attest:
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
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This is one of
the Securities referred to in the within-mentioned
Indenture.
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U.S. Bank
National Association, as Trustee
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By:
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Authorized
Officer
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[Reverse of Note]
This Note is one of a duly
authorized issue of securities of the Issuer (herein called the
“Notes”), issued and to be issued in one or more series
under an Indenture, dated as of September 28, 2007 (herein
called the “Indenture”), between the Issuer and U.S.
Bank National Association, as trustee (herein called the
“Trustee”, which term includes any successor trustee
under the Indenture), and reference is hereby made to the
Indenture, including the Officer’s Certificate, dated as of
September 23, 2009, delivered pursuant to Sections 2.1, 2.4(3)
and 10.5 of the Indenture and setting forth additional