[Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate to be
issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co.,
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.]
No.
ATLANTIC CITY ELECTRIC COMPANY
First Mortgage Bond, Designated
Secured Medium Term Note, Series D
CUSIP: Issue Date:
Maturity Date: Interest Rate:
Principal Amount: $
Redeemable by Regular Redemption: Yes ___ No ___
In Whole: Yes ___ No ___
In Part: Yes ___ No ___
Initial Regular Redemption Date:
Regular Redemption Limitation Date:
Initial Regular Redemption Price:
Reduction Percentage:
Redeemable by Special Redemption: Yes ___ No ___
In Whole: Yes ___ No ___
In Part: Yes ___ No ___
Initial Regular Redemption Date:
Special Redemption Limitation Date:
ATLANTIC CITY ELECTRIC COMPANY, a corporation of the
State of New Jersey (hereinafter called the Company), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the Principal Amount specified above 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, and to
pay to the registered owner hereof interest thereon from the
Issue Date specified above or from the most recent interest
payment date to which interest has been paid, at the Interest
Rate per annum specified above in like money at such office or
agency on March 1 and September 1 of each year, commencing on the
interest payment date next succeeding the Issue Date, until the
Company's obligation with respect to the payment of such
Principal Amount shall have been discharged; provided, however,
that if this bond shall be authenticated after a Record Date (as
hereinafter defined) for any interest payment date and prior to
such interest payment date, interest shall be payable to such
registered owner only from such interest payment date; and
provided, further, that (i) if the Issue Date shall be after a
Record Date with respect to any interest payment date and prior
to the corresponding interest payment date, this bond shall bear
interest from the Issue Date but payment of interest shall
commence on the second interest payment date succeeding the Issue
Date, and (ii) interest payable on the Maturity Date will be
payable to the person to whom such principal shall be payable.
The interest so payable upon any March 1 or September 1
will, subject to certain exceptions described above and as
provided in the Mortgage hereinafter referred to, be paid to the
person in whose name this bond is registered at the close of
business on the Record Date with respect to any interest payment
date. "Record Date" shall mean the February 15 preceding such
March 1 or the August 15 preceding such September 1, as the case
may be, 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.
This bond is one of an issue of bonds of the Company,
issuable in series, and is one of a series known as its First
Mortgage Bonds, Designated Secured Medium Term Notes, Series D,
all bonds of all series issued and to be issued under and equally
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) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated January 15, 1937, executed by the Company to THE
BANK OF NEW YORK, as Trustee, to which Mortgage reference is made
for a description of the property mortgaged and pledged, the
nature and extent of the security, the rights of the holders of
the bonds in respect thereof, the duties and immunities of the
Trustee, and the terms and conditions upon which the bonds are
secured. With the consent of the Company and to the extent
permitted by and as provided in the Mortgage, the rights and
obligations of the Company and/or of the holders of the bonds
and/or coupons and/or the terms and provisions of the Mortgage
and/or of any instruments supplemental thereto may be modified or
altered by affirmative vote of the holders of at least
seventy-five per centum (75%) in principal amount of the bonds
affected by such modification or alteration then outstanding
under the Mortgage (excluding bonds disqualified from voting by
reason of the Company's interest therein as provided in the
Mortgage); provided that no such modification or alteration shall
permit the extension of the maturity of the principal of this
bond or the reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest without the consent of the holder hereof.
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 bonds of this series are issuable only as fully
registered bonds without coupons in denominations of $1,000 and
authorized multiples thereof. This bond is transferable as
prescribed in the Mortgage by the registered owner hereof in
person, or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, upon surrender and cancellation of this bond, and upon
payment of the charges prescribed in the Mortgage, and thereupon
a new registered bond or bonds of authorized denominations of the
same series for a like principal amount and having the same Issue
Date, Maturity Date, Interest Rate and redemption provisions, if
any, will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment of the
charges prescribed in the Mortgage, registered bonds of this
series may be exchanged for a like aggregate principal amount of
registered bonds of other authorized denominations of the same
series having the same Issue Date, Maturity Date, Interest Rate
and redemption provisions, if any, upon surrender thereof for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York.
The Company and the Trustee may deem and treat the
person in whose name this bond is registered as the absolute
owner hereof for the purpose of receiving payment of or on
account of principal or (subject to the provisions of the
Mortgage) interest hereon and for all other purposes and the
Company and the Trustee shall not be affected by any notice to
the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of this series for a period of sixteen days
next preceding any interest payment date of said series, or next
preceding any designation of bonds of said series to be redeemed,
and the Company shall not be required to make transfers or
exchanges of any bonds designated in whole or in part for
redemption.
This bond shall be redeemable to the extent set forth
herein and in the Mortgage upon not less than thirty, but not
more than ninety, days previous notice by mail to the registered
owner.
If so specified on the face hereof, this bond is
subject to Regular Redemption at any time on or after the Initial
Regular Redemption Date specified on the face hereof, as a whole
or, if specified, in part, at the election of the Company, at the
applicable redemption price (as described below) plus accrued
interest to the date fixed for redemption. Unless otherwise
specified on the face hereof, such redemption price shall be the
Initial Regular Redemption Price specified on the face hereof for
the twelve-month period commencing on the Initial Regular
Redemption Date and shall decline for the twelve-month period
commencing on each anniversary of the Initial Regular Redemption
Date by a percentage of principal amount equal to the Reduction
Percentage specified on the face hereof until such redemption
price is 100% of the principal amount of this bond.
If so specified on the face hereof, this bond is
subject to Special Redemption at any time on or after the Initial
Special Redemption Date specified on the face hereof, as a whole
or, if specified, in part, at the election of the Company, if
redeemed by the use of proceeds of released property or the
proceeds of insurance, at 100% of the principal amount hereof
plus accrued interest to the date fixed for redemption.
Notwithstanding the foregoing, the Company may not,
prior to the Regular Redemption Limitation Date, if any, or the
Special Redemption Limitation Date, if any, as the case may be,
specified on the face hereof, redeem this bond by Regular
Redemption or Special Redemption, as the case may be, as
contemplated above as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly,
of moneys borrowed having an effective interest cost to the
Company (calculated in accordance with generally accepted
financial practice) of less than the effective interest cost to
the Company (similarly calculated) of this bond.
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
shareholder, 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,
shareholders, officers and directors, as such, being released by
the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any
purpose until THE BANK OF NEW YORK, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of authentication certificate endorsed hereon.
IN WITNESS WHEREOF, ATLANTIC CITY ELECTRIC COMPANY has
caused this instrument to be executed in its name by the manual
or facsimile signature of its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the manual or
facsimile signature of its Secretary or one of its Assistant
Secretaries.
Dated:
(Seal)
ATLANTIC CITY ELECTRIC COMPANY
By:
VicePresident
Attest:
Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein
designated, described in the within-mentioned Mortgage.
THE BANK OF NEW YORK,
Trustee,
By:
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
[please insert social security
or other identifying number of
assignee]
[Name and address of
transferee must be printed or
typewritten]
the within bond of ATLANTIC CITY ELECTRIC COMPANY and does hereby
irrevocably constitute and appoint
attorneys to transfer said bond on the books of the within -
mentioned Company, with full power of substitution in the
premises.
Dated: