Exhbit 4b
INDENTURE SUPPLEMENTAL
TO
MORTGAGE AND DEED OF TRUST
(Dated January 15, 1937)
Executed By
ATLANTIC CITY ELECTRIC COMPANY
TO
THE BANK OF NEW YORK,
Trustee.
Dated as of March 1, 1997
This instrument was prepared by
James E. Franklin II, Esq.
James E. Franklin II, Esq.
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS 1
Execution of Mortgage 1
Execution of Supplemental Indentures 1
Acquisition of property rights and property 2
No Default under Original Indenture 2
Provision for issuance of bonds in one or more series 2
Right to execute supplemental indenture 2
Issue of other series of bonds 3
Issue of Bonds of the New Series 3
Supplemental Indenture 3
Compliance with legal requirements 3
GRANT 3
DESCRIPTION OF PROPERTY 4
APPURTENANCES, ETC 5
HABENDUM 5
ENCUMBRANCES 6
TRUST 6
SEC. 1. Creation of Bonds of the New Series 6
SEC. 2. Record date for meetings of bondholders 8
SEC. 3. Approval of Supplemental Indenture by Board of
Public Utilities, State of New Jersey not
to be construed as approval of other acts 8
SEC. 4. Supplemental Indenture and Original Indenture
to be construed as one instrument 9
Limitation on rights of others 9
Trustee assumes no responsibility for correctness
of recitals of fact 9
Execution in counterparts 9
TESTIMONIUM 10
SIGNATURES AND SEALS 10
ACKNOWLEDGEMENTS 11
* The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of March 1, 1997 for
convenience of reference, and effective from the time of execution
and delivery hereof, made and entered into by and between ATLANTIC
CITY ELECTRIC COMPANY, a corporation of the State of New Jersey
(hereinafter sometimes called the "Company"), party of the first
part, and THE BANK OF NEW YORK (formerly Irving Trust Company), a
corporation of the State of New York, as Trustee (hereinafter
sometimes called the "Trustee"), party of the second part.
WHEREAS, the Company has heretofore executed and delivered to
the Trustee its Mortgage and Deed of Trust, dated January 15, 1937
(hereinafter referred to as the "Mortgage"), for the security of
all bonds of the Company outstanding thereunder, and by said
Mortgage conveyed to the Trustee, upon certain trusts, terms and
conditions, and with and subject to certain provisos and covenants
therein contained, all and singular the property, rights and
franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of June 1, 1949, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of July 1, 1950, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of November 1,
1950, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1952, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of January 1, 1953, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1954, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1955, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of January 1, 1957, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1958, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of April 1, 1959, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of March 1, 1961, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 1,
1962, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1963, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of February 1, 1966, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1970, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of September 1, 1970, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of May 1, 1971, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1972, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 1, 1973, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of January 1, 1975, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1975, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of December 1, 1976, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of January 1, 1980, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1981, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1983, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of April 15, 1984, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 15,
1984, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1985, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of May 1, 1986, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 15,
1987, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1989, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of March 1, 1991, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1992, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of January 1, 1993, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1993, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of September
1, 1993, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1993, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1994, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1994 and an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1994, such instruments amending and
supplementing the Mortgage in certain respects (the Mortgage, as so
amended and supplemented, being hereinafter called the "Original
Indenture") and conveying to the Trustee, upon certain trusts,
terms and conditions, and with and subject to certain provisos and
covenants therein contained, certain property rights and property
therein described; and
WHEREAS, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 42 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
WHEREAS, the Company represents that no default has occurred
under any of the provisions of the Original Indenture; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption, and other terms and
conditions shall be determined by the Board of Directors of the
Company prior to the authentication thereof; and
WHEREAS, Section 121 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
WHEREAS, the Company has heretofore, from time to time in
accordance with the provisions of the Original Indenture, as at the
time in effect, issued bonds of various series and in various
amounts and, of the bonds so issued, $802,591,000 aggregate
principal amount is outstanding at the date hereof; and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a new series of bonds under the Original
Indenture; and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes herein
provided; and
WHEREAS, the Company represents that all conditions and
requirements necessary to make this supplemental indenture
(hereinafter sometimes referred to as the "First 1997 Supplemental
Indenture") a valid, binding and legal instrument in accordance
with its terms, have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Atlantic City Electric Company, in consideration of the
premises and the sum of One Dollar ($1.00) and other good and
valuable consideration paid to it by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this First 1997 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this First 1997 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
doth grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto The Bank of New York,
as Trustee, and to its successor or successors in said trust, and
to it and its and their assigns forever, all of the following
described properties of the Company, that is to say: all property,
real, personal and mixed, tangible and intangible, owned by the
Company on the date of the execution hereof and acquired since the
execution and delivery of the Indenture Supplemental to Mortgage
and Deed of Trust, dated as of October 1, 1994 (except such
property as is hereinafter expressly excepted from the lien and
operation of this First 1997 Supplemental Indenture).
The property covered by the lien of the Original Indenture and
this First 1997 Supplemental Indenture shall include particularly,
among other property, without prejudice to the generality of the
language hereinbefore or hereinafter contained, all property,
whether real, personal or mixed (except any hereinafter expressly
excepted), and wheresoever situated, now owned by the Company and
acquired since the execution and delivery of the Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1994, including (without in anywise limiting or impairing by the
enumeration of the same the scope and intent of the foregoing or of
any general description contained in this First 1997 Supplemental
Indenture) all lands, rights of way and roads; all plants for the
generation of electricity, power houses, steam heat plants, hot
water plants, substations, transmission lines, distributing
systems, bridges, culverts, tracks, rolling stock, vehicles,
automobiles; all offices, buildings and structures, and the
equipment thereof; all machinery, engines, boilers, turbines,
dynamos, machines, regulators, meters, transformers, generators and
motors; all appliances whether electrical or mechanical, conduits,
cables and lines; all pipes, whether for water, steam heat, or
other purposes; all mains and pipes, service pipes, fittings,
valves and connections, poles, wires, tools, implements, apparatus,
furniture, chattels, and choses in action; all municipal franchises
and other franchises; all lines for the transmission and/or
distribution of electric current, steam heat or water for any
purpose, including towers, poles, wires, cables, pipes, conduits
and all apparatus for use in connection therewith; all real estate,
lands, leases, leaseholds (excepting the last day of the term of
each lease and leasehold); all contracts, whether heat, light,
power or street lighting contracts; all easements, servitudes,
licenses, permits, rights, powers, franchises, privileges, rights
of way and other rights in or relating to real estate or the
occupancy of the same and (except as hereinafter expressly
excepted) all the right, title, and interest of the Company in and
to all other property of any kind or nature appertaining to and/or
used and/or occupied and/or enjoyed in connection with any property
hereinbefore described.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 57 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that, in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and of this First 1997
Supplemental Indenture, viz.: (1) cash, shares of stock and
obligations (including bonds, notes and other securities) not
hereafter specifically pledged, paid or deposited or delivered
hereunder or under the Original Indenture or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise, equipment,
materials or supplies acquired for the purpose of sale or resale in
the usual course of business or for consumption in the operation of
any properties of the Company; materials, supplies and construction
equipment; and all judgments, accounts and choses in action, the
proceeds of which the Company is not obligated as provided in the
Original Indenture or as hereinafter provided to deposit with the
Trustee hereunder or thereunder; provided, however, that the
property and rights expressly excepted from the lien and operation
of the Original Indenture and this First 1997 Supplemental
Indenture in the above subdivision (2) shall (to the extent
permitted by law) cease to be so excepted, in the event that the
Trustee or a receiver or trustee shall enter upon and take
possession of the mortgaged and pledged property in the manner
provided in Article XII of the Original Indenture, by reason of the
occurrence of a completed default, as defined in said Article XII.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over, or confirmed by the
Company as aforesaid, or intended so to be unto the Trustee and its
successors and assigns forever.
SUBJECT, HOWEVER, as to all property embraced herein to all of
the reservations, exceptions, limitations and restrictions
contained in the several deeds, leases, servitudes, franchises and
contracts or other instruments through which the Company acquired
and/or claims title to and/or enjoys the use of the aforesaid
properties; and subject also to the encumbrances of the character
defined in Section 6 of the Original Indenture as "excepted
encumbrances", insofar as the same may attach to any of the
property embraced herein.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and in this First 1997 Supplemental Indenture
set forth for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued hereunder and under the
Original Indenture, or any of them, in accordance with the terms of
the Original Indenture and of this First 1997 Supplemental
Indenture, without preference, priority or distinction as to lien
of any of said bonds or coupons over any others thereof by reason
of priority in the time of the issue or negotiation thereof, or
otherwise howsoever, subject, however, to the conditions,
provisions and covenants set forth in the Original Indenture and in
this First 1997 Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
SECTION 1. There shall be a forty-seventh series of bonds to
be issued under and secured by the Original Indenture and this
First 1997 Supplemental Indenture, to be designated and to be
distinguished from the bonds of all other series by the title
"First Mortgage Bonds, Designated Secured Medium Term Notes, Series
D" (herein sometimes referred to as the "bonds of the New Series"),
and the form thereof, which shall be established by resolution of
the Board of Directors of the Company, shall contain suitable
provisions with respect to the matters hereinafter in this Section
specified.
Bonds of the New Series shall be issued from time to time in
an aggregate principal amount not to exceed $150,000,000, be issued
as fully registered bonds in the denominations of One Thousand
Dollars and, at the option of the Company, in any multiple or
multiples of One Thousand Dollars (the exercise of such option to
be evidenced by the execution and delivery thereof) and
notwithstanding the provisions of Section 10 of the Original
Indenture, be dated the date of authentication; each bond of the
New Series shall mature on such date not less than one year nor
more than 30 years from date of issue, shall bear interest computed
on the basis of a 360-day year consisting of twelve 30-day months
from its Issue Date (notwithstanding the provisions of Section 10
of the Original Indenture) or from the most recent interest payment
date to which interest has been paid or duly provided for with
respect to bonds of the same designated interest rate and maturity
at such rate or rates and have such other terms and provisions not
inconsistent with the Mortgage as the Board of Directors may
determine in accordance with a resolution filed with the Trustee
referring to this First 1997 Supplemental Indenture; the principal
of and interest on each said bond to be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New
York, in lawful money of the United States of America.
Interest on bonds of the New Series shall be payable
semiannually on March 1 and September 1 of each year (each an
interest payment date) and at maturity. Notwithstanding the
foregoing, so long as there is no existing default in the payment
of interest on the bonds of the New Series, all bonds of the New
Series authenticated by the Trustee after the Record Date for any
interest payment date, and prior to such interest payment date
(unless the Issue Date with respect to such bonds is after such
Record Date), shall bear interest from such interest payment date,
and the person in whose name any bond of the New Series is
registered at the close of business on any Record Date with respect
to any interest payment date shall be entitled to receive the
interest payable on such interest payment date, notwithstanding the
cancellation of such bond of the New Series, upon any transfer or
exchange thereof (including any exchange effected as an incident to
a partial redemption thereof) subsequent to the Record Date and on
or prior to such interest payment date, except, if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then the registered
holders of bonds of the New Series on such Record Date shall have
no further right to or claim in respect of such defaulted interest
as such registered holders on such Record Date, and the persons
entitled to receive payment of any defaulted interest thereafter
payable or paid on any bonds of the New Series shall be the
registered holders of such bonds of the New Series (or any bond or
bonds issued directly or after intermediate transactions upon
transfer or exchange or in substitution thereof) on the date of
payment of such defaulted interest. If the Issue Date of the bonds
of the New Series of a designated interest rate and maturity is
after such Record Date, such bonds shall bear interest from the
Issue Date but payment of interest shall commence on the second
interest payment date succeeding the Issue Date.
"Record Date" for bonds of the New Series shall mean February
15 for interest payable March 1 and August 15 for interest payable
September 1, or if such February 15 or August 15 shall be a legal
holiday or a day on which banking institutions in the Borough of
Manhattan, the City of New York, are authorized by law to close,
the next preceding day which shall not be a legal holiday or a day
on which such institutions are so authorized to close, provided
that, interest payable on the maturity date will be payable to the
person to whom the principal thereof shall be payable. "Issue Date"
with respect to bonds of the New Series of a designated interest
rate and maturity shall mean the date of first authentication of
bonds of such designated interest rate and maturity.
Bonds of the New Series shall be redeemable to the extent set
forth in the bond of the New Series to be redeemed, the Original
Indenture and this First 1997 Supplemental Indenture at the option
of the Company in whole at any time, or in part from time to time,
prior to maturity, upon not less than thirty, but not more than
ninety days previous notice given by mail to the registered holders
of the bonds to be redeemed, as the Board of Directors may
determine in accordance with a resolution filed with the Trustee
referring to this First 1997 Supplemental Indenture.
Notwithstanding the provisions of Section 52 of the Original
Indenture, the Company may limit redemption in part to bonds of the
New Series which have the same Issue Date, maturity date, interest
rate or rates and redemption provisions.
At the option of the registered owner, any bonds of the New
Series, upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, The City of New
York, shall be exchangeable for a like aggregate principal amount
of bonds of the same series of other authorized denominations which
have the same Issue Date, maturity date, interest rate or rates,
and redemption provisions, if any. The bonds of the New Series may
bear such legends as may be necessary to comply with any law or
with any rules or regulations made pursuant thereto or with the
rules or regulations of any stock exchange or to conform to usage
or agreement with respect thereto.
Bonds of the New Series shall be transferable upon
presentation and surrender thereof, for cancellation, at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment of the charges
prescribed in the Original Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the New Series for a period of sixteen days
next preceding any selection of bonds of the New Series to be
redeemed or to make transfers or exchanges of any bonds of the New
Series designated in whole or in part for redemption.
Notwithstanding the provisions of Section 12 of the Original
Indenture, the Company shall not be required to make transfers or
exchanges of bonds of the New Series for a period of sixteen days
next preceding any interest payment date.
[PROVISIONS WITH RESPECT TO VARIABLE RATE BONDS, IF ANY,
TO BE INSERTED]
SECTION 2. The holders of Bonds of the New Series consent that
the Company may, but shall not be obligated to, fix a record date
for the purpose of determining the holders of bonds of the New
Series entitled to vote at any meeting of bondholders provided for
in Article XVIII of the Original Indenture. If a record date is
fixed, those persons who were holders at such record date (or their
duly designated proxies), and only those persons, shall be entitled
to vote, whether or not such persons continue to be holders after
such record date.
SECTION 3. The approval by the Board of Public Utilities,
State of New Jersey of the execution and delivery of this First
1997 Supplemental Indenture shall not in anywise be construed as
approval by said Board of any other act, matter or thing which
requires the approval of said Board under the laws of the State of
New Jersey; nor shall said approval bind said Board or any other
public body or authority of the State of New Jersey having
jurisdiction in the premises in any future application for the
issue of bonds under the Original Indenture or any indenture
supplemental thereto or otherwise.
SECTION 4. As supplemented by this First 1997 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this First 1997
Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
Nothing in this First 1997 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
First 1997 Supplemental Indenture, the Company and the Trustee, any
right to avail themselves of any benefit of any provision of the
Original Indenture or of this First 1997 Supplemental Indenture.
The Trustee assumes no responsibility for the correctness of
the recitals of facts contained herein and makes no representations
as to the validity of this First 1997 Supplemental Indenture.
This First 1997 Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which so executed
shall be deemed to be an original; but such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, ATLANTIC CITY ELECTRIC COMPANY, party of
the first part, has caused this instrument to be signed in its name
and behalf by its President or a Vice President, and its corporate
seal to be hereunto affixed and attested by its Secretary or an
Assistant Secretary, and THE BANK OF NEW YORK, party hereto of the
second part, has caused this instrument to be signed in its name
and behalf by a Vice President or an Assistant Vice President and
its corporate seal to be hereunto affixed and attested by an
Assistant Vice President or an Assistant Treasurer. Executed and
delivered by Atlantic City Electric Company in the Township of Egg
Harbor, New Jersey, the _______ day of March, 1997.
ATLANTIC CITY ELECTRIC COMPANY
SEAL
By:
(L. M. Walters)
Vice President
ATTEST:
(James E. Franklin, II)
Secretary
Signed, sealed and delivered by ATLANTIC CITY ELECTRIC COMPANY in
the presence of:
( )
( )
THE BANK OF NEW YORK
SEAL
By:
( )
Vice President
ATTEST:
( )
Assistant Vice President
Signed, sealed and delivered by THE BANK OF NEW YORK in the
presence of:
( )
( )
STATE OF NEW JERSEY
ss:
COUNTY OF ATLANTIC
BE IT REMEMBERED that on this _____ day of March, in the year
of our Lord one thousand nine hundred and ninety-seven before me,
a Notary Public in and for the State and County aforesaid,
personally appeared James E. Franklin II, who being by me duly
sworn on his oath says that he is Secretary of Atlantic City
Electric Company, the grantor in the foregoing Indenture
Supplemental to Mortgage and Deed of Trust, and that L. M. Walters
is a Vice President; that deponent knows the common or corporate
seal of said grantor, and the seal annexed to the said Indenture
Supplemental to Mortgage and Deed of Trust is such common or
corporate seal; that the said Indenture Supplemental to Mortgage
and Deed of Trust was signed by the said Vice President and the
seal of said grantor affixed thereto in the presence of deponent;
that said Indenture Supplemental to Mortgage and Deed of Trust was
signed, sealed and delivered as and for the voluntary act and deed
of said grantor for the uses and purposes therein expressed,
pursuant to a resolution of the Board of Directors of said grantor;
and at the execution thereof this deponent subscribed his name
thereto as witness.
Sworn and subscribed the day and year aforesaid.
STEPHANIE M. SCOLA
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires October 13, 1999
[ SEAL ]
STATE OF NEW YORK
ss:
COUNTY OF NEW YORK
BE IT REMEMBERED that on this _____ day of March, in the year
of our Lord one thousand nine hundred and ninety-seven before me,
a Notary Public in and for the State and County aforesaid,
personally appeared _______________________, who being by me duly
sworn on her oath says that she is an Assistant Vice President of
THE BANK OF NEW YORK, the Trustee named in the foregoing Indenture
Supplemental to Mortgage and Deed of Trust, and that
______________________ is ______________________ Vice President;
that deponent knows the common or corporate seal of said Trustee,
and that the seal annexed to the said Indenture Supplemental to
Mortgage and Deed of Trust is such common or corporate seal; that
the said Indenture Supplemental to Mortgage and Deed of Trust was
signed by the said Assistant Vice President and the seal of said
Trustee affixed thereto in the presence of deponent; that said
Indenture Supplemental to Mortgage and Deed of Trust was signed,
sealed and delivered as and for the voluntary act and deed of said
Trustee for the uses and purposes therein expressed, pursuant to
authority of the Board of Directors of said Trustee; and at the
execution thereof this deponent subscribed his or her name thereto
as witness.
Sworn and subscribed the day and year aforesaid.
[SEAL]
CERTIFICATE OF RESIDENCE
THE BANK OF NEW YORK, Mortgagee and Trustee within named,
hereby certifies that its precise residence is 101 Barclay Street,
in the Borough of Manhattan, in The City of New York, in the State
of New York.
THE BANK OF NEW YORK
By:
( )
Assistant Vice President