Exhibit 4.1
$500,000,000
EXELON CORPORATION
6 3/4% SENIOR NOTES
EXELON CORPORATION
OFFICER'S CERTIFICATE
Pursuant to Sections 2.4(3) and 10.5 of the Indenture
dated as of May 8, 2001
I, J. Barry Mitchell, Vice President of Exelon, a Pennsylvania
Corporation (the "Company"), do hereby certify to Chase Manhattan Trust Company,
National Association, as Trustee (the "Trustee"), under the Indenture dated as
of May 1, 2001 (the "Indenture"), that the terms of the Company's 6 3/4% Senior
Notes due 2011 (the "Notes") to be issued pursuant to the Indenture were
established in or pursuant to resolutions of the Pricing Committee of the Board
of Directors (the "Resolutions"), a copy of which is attached hereto as EXHIBIT
A, and Sections 2.1, 2.3 and 10.5 of the Indenture and complies with the
Indenture as follows:
(i) the Notes are to be entitled "6 3/4% Senior Notes
due 2011";
(ii) the Notes initially will be limited in aggregate
principal amount to $500,000,000; provided, that the
Company may from time to time without notice to, or
the consent of, the holders of the Notes, create and
issue additional notes of the same series, equal in
rank to the Notes in all respects (or in all
respects except for the payment of interest accruing
prior to the issue date of the new notes or except
for the first payment of interest following the
issue date of the new notes) so that the new notes
may be consolidated and form a single series with
the Notes and have the same terms as to status,
redemption or otherwise as the Notes;
(iii) the Notes are issued at 100% of the principal amount;
(iv) the maturity date of the Notes is May 1, 2011;
(v) the interest rate for the Notes is 6 3/4% per annum,
shall accrue on the Notes commencing May 8, 2001, and
that interest on the Notes shall be computed on the
basis of a 360-day year composed of twelve 30-day
months;
(vi) the interest on the Notes shall be payable
semi-annually on May 1 and November 1 in each year
commencing November 1, 2001; the regular record dates
to determine the holders of the Senior Notes for the
purpose of interest payments shall be the April 15 or
October 15;
(vii) the Notes are issued only in registered form in
denominations of $1,000 and multiples thereof;
(viii) the Notes are to be issued in book-entry only form
with The Depository Trust Company registered in the
name of Cede & Co, as nominee for The Depository
Trust Company, and so long as in book-entry only form
are not issuable in definitive form;
(ix) the Trustee is designated as registrar and transfer
agent for the Notes and a Corporate Trust Office to
be designated by the Trustee shall be the agency to
be maintained by the Company at which books for the
registration, exchange and transfer of such Notes
shall be kept;
(x) the Notes are not entitled to any sinking funds;
(xi) the Notes are issued as registered securities with
the Securities and Exchange Commission;
(xii) the Company will not pay any additional amounts on
the Notes held by a person who is not a U.S.
citizen in respect of any tax, assessment or
governmental charge withheld or deducted;
(xiii) the Notes are redeemable in whole or in part, at any
time at the Company's option, at a redemption price
equal to the greater of (1) 100% of the principal
amount of the Notes being redeemed or (2) the sum of
the present values of the remaining scheduled
payments of principal and interest thereon
(exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as
defined below) plus twenty-five (25) basis points,
plus accrued interest on the principal amount being
redeemed to the redemption date as set forth in the
Resolutions and the Prospectus Supplement dated May
3, 2001 (the "Prospectus Supplement"), a copy of
which is attached hereto as EXHIBIT B:
"Comparable Treasury Issue" means the United
States Treasury security or securities
selected by an Independent Investment Banker
(as defined below) as having an actual or
interpolated maturity comparable to the
remaining term of the notes being redeemed
that would be utilized, at the time of
selection and in accordance with customary
financial practice, in pricing new issues of
corporate debt securities of comparable
maturity to the remaining term of such
Notes.
"Comparable Treasury Price" means, with
respect to any redemption date, (1) the
average of the Reference Treasury Dealer
Quotations (as defined below) for such
redemption date, after
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excluding the highest and lowest such
Reference Treasury Dealer Quotations,
or (2) if the trustee obtains fewer
than four such Reference Treasury
Dealer Quotations, the average of all
such quotations.
"Independent Investment Banker" means one of
the Reference Treasury Dealers (as defined
below) appointed by the trustee after
consultation with the Company.
"Reference Treasury Dealer" means each of
Credit Suisse First Boston Corporation,
Salomon Smith Barney Inc., Banc One Capital
Markets, Inc., their respective successors,
and two other primary U.S. Government
securities dealers in The City of New York
(a "Primary Treasury Dealer") selected by
us. If any Reference Treasury Dealer shall
cease to be a Primary Treasury Dealer, we
will substitute another Primary Treasury
Dealer for that dealer.
"Reference Treasury Dealer Quotations"
means, with respect to each Reference
Treasury Dealer and any redemption date, the
average, as determined by the trustee, of
the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted
in writing to the trustee by such Reference
Treasury Dealer at 3:30 p.m. New York time
on the third business day preceding such
redemption date.
"Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to
the semiannual equivalent yield to maturity
or interpolated (on a day count basis) of
the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue
(expressed as a percentage of its principal
amount) equal to the Comparable Treasury
Price for such redemption date;
(xiv) the following are modifications of and additions to
the Events of Default and covenants with respect to
the Notes, all as described in the Resolutions and
the Prospectus Supplement:
Additional Covenants: For so long as any
Notes remain outstanding, the Company will
not create or incur or allow any of its
subsidiaries to create or incur any pledge
or security interest on (1) any of the
capital stock of, or other equity interests
in, PECO Energy Company ("PECO"),
Commonwealth Edison Company ("ComEd") or
Exelon Generation Company, LLC ("Exelon
Generation") and (2) any of the capital
stock of, or other equity interests in, the
Company's subsidiaries which directly hold
the capital stock of or other equity
interests in PECO, ComEd or
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Exelon Generation, in each case held by the
Company or one of its subsidiaries on the
issue date of the Notes.
Additional Events of Default: In addition to
the Events of Default described in the
Indenture, an Event of Default under the
Notes will include the Company's failure to
pay principal at maturity or acceleration
following a default in an aggregate amount
of $50 million or more with respect to any
of the Company's Indebtedness, or the
acceleration of any of the Company's
Indebtedness aggregating $50 million or more
which default is not cured, waived or
postponed pursuant to an agreement with the
holders of the Indebtedness within 30 days
after written notice as provided in the
Indenture, or the acceleration is not
rescinded or annulled within 30 days after
written notice as provided in the Indenture.
As used in the immediately preceding
paragraph, "Indebtedness" means the
following obligations of the Company:
o all obligations for borrowed money;
o all obligations evidenced by bonds,
debentures, notes or similar
instruments, or upon which interest
payments are customarily made;
o all obligations under conditional
sale or other title retention
agreements relating to property
purchased by us to the extent of the
value of the property (other than
customary reservations or retentions
of title under agreements with
suppliers entered into in the
ordinary course of our business);
and
o all obligations issued or assumed
as the deferred purchase price of
property or services purchased by
us which would appear as liabilities
on our balance sheet; and
(xv) the form of the Notes established pursuant to
the Board Resolution is attached hereto
as part of EXHIBIT A.
In addition, I hereby certify that I have read the Indenture,
including Section 10.5 thereof, and the definitions in such Indenture relating
thereto and certain other corporate documents and records, and having made such
examination or investigation as I consider necessary to enable me to express an
informed opinion and, in my opinion, based on such examination, all conditions
precedent provided for in the Indenture with respect to the authentication,
issuance and delivery of the Certificate representing the 6 3/4% Senior Notes
have been complied with.
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All capitalized terms not defined herein shall have the
meanings assigned thereto in the Indenture.
IN WITNESS WHEREOF, the undersigned has executed this
certificate this 8th day of May, 2001.
/s/ J. Barry Mitchell
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J. Barry Mitchell
Vice President and Treasurer
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