Exhibit 4.4
-------------------------------------------------------------
THE DAYTON POWER AND LIGHT COMPANY
AND
THE BANK OF NEW YORK
(formerly Irving Trust Company)
Trustee
--------------
Forty-First Supplemental Indenture
--------------
Dated as of February 1, 1999
- ------------------------------------------------------------
THE DAYTON POWER AND LIGHT COMPANY
Forty-First Supplemental Indenture
Dated as of February 1, 1999
-----------
TABLE OF CONTENTS
Page
----
Parties 1
Recitals 1
ARTICLE ONE.
Amendment to First Mortgage as Amended.
Amendment to First Mortgage as Amended 4
ARTICLE TWO.
Miscellaneous.
Sec. 1 Forty-First Supplemental Indenture to Form Part of
First Mortgage. 4
Sec. 2 Definitions in First Mortgage Shall Apply to
Forty-First Supplemental Indenture 4
Sec. 3 Execution in Counterparts 5
Testimonium 5
Signatures 5
Acknowledgments 6
-1-
FORTY-FIRST SUPPLEMENTAL INDENTURE, dated as of
February 1, 1999 between The Dayton Power and Light Company,
a corporation of the State of Ohio (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 Irving Trust Company (now The Bank of New York)
a certain Indenture, dated as of October 1, 1935 (hereinafter
sometimes called the First Mortgage), to secure the payment of
the principal of and interest on an issue of bonds of the
Company, unlimited in aggregate principal amount (hereinafter
sometimes called the Bonds); and
Whereas, the Company has heretofore executed and
delivered to the Trustee forty supplemental indentures
numbered, dated and providing for their respective series of
First Mortgage Bonds, all as set forth in the tabulation
below (the First Mortgage as amended and supplemented by the
First through the Fortieth Supplemental Indentures is
hereinafter called the First Mortgage as amended):
Principal
Supplemental Series Amount
Indenture Dated As Of Provided For Outstanding
- ------------ ------------ ------------ -----------
First March 1, 1937 3.25% Series None
Due 1962
Second January 1, 1940 3% Series None
Due 1970
Third October 1, 1945 2.75% Series None
Due 1975
Fourth January 1, 1948 3% Series None
Due 1978
Fifth December 1, 1948 3% Series A None
Due 1978
Sixth February 1, 1952 3.25% Series None
Due 1982
Seventh September 1, 1954 3% Series None
Due 1984
Eighth November 1, 1957 5% Series None
Due 1987
Ninth March 1, 1960 5.125% Series None
Due 1990
Tenth June 1, 1963 4.45% Series None
Due 1993
Eleventh May 1, 1967 5.625% Series None
Due 1997
Twelfth June 15, 1968 6.75% Series None
Due 1998
-2-
Principal
Supplemental Series Amount
Indenture Dated As Of Provided For Outstanding
- ------------ ----------- ------------ -----------
Thirteenth October 1, 1969 8.25% Series None
Due 1999
Fourteenth June 1, 1970 9.5% Series None
Due 2000
Fifteenth August 1, 1971 8.125% Series None
Due 2001
Seventeenth November 1, 1973 8% Series None
Due 2003
Eighteenth October 1, 1974 10.125% Series None
Due 1981
Nineteenth August 1, 1975 10.70% Series None
Due 2005
Twentieth November 15, 1976 8.75% Series None
Due 2006
Twenty-First April 15, 1977 6.35% Series $11,800,000
Due 2007
Twenty-Second October 15, 1977 8.5% Series None
Due 2007
Twenty-Third April 1, 1978 8.95% Series None
Due 1998
Twenty-Fourth November 1, 1978 9.5% Series None
Due 2003
Twenty-Fifth August 1, 1979 10.25% Series None
Due 1999
Twenty-Sixth December 1, 1979 12.125% Series None
Due 2009
Twenty-Seventh February 1, 1981 14.625% Series None
Due 1988
Twenty-Eighth February 18, 1981 14.5% Series None
Due 1988
Twenty-Ninth September 1, 1981 17% Series None
Due 1991
Thirtieth March 1, 1982 16.75% Series None
Due 2012
Thirty-First November 1, 1982 11.5% Series None
Due 2012-A
Thirty-Second November 1, 1982 11.5% Series None
Due 2012-B
-3-
Principal
Supplemental Series Amount
Indenture Dated As Of Provided For Outstanding
- ------------ ----------- ------------ -----------
Thirty-Third December 1, 1985 9.5% Series None
Due 2015
Thirty-Fourth April 1, 1986 9% Series None
Due 2016
Thirty-Fifth December 1, 1986 8.875% Series None
Due 2016
Thirty-Sixth August 15, 1992 6.40% Pollution $32,300,000
Control Series
1992-A Due 2027
6.40% Pollution $27,800,000
Control Series
1992-B Due 2027
Thirty-Seventh November 15, 1992 6.50% Pollution $48,000,000
Control Series
1992-C Due 2022
Thirty-Eighth November 15, 1992 8.40% Series $225,000,000
Due 2022
Thirty-Ninth January 15, 1993 8.15% Series $226,000,000
Due 2026
Fortieth February 15, 1993 7.875% Series $220,000,000
Due 2024
Whereas, the Company, by resolutions duly adopted by
its Board of Directors, has determined to make a certain
amendment hereinafter set forth in the terms and provisions
of the First Mortgage as amended; and
Whereas, Article Eighteen of the First Mortgage as
amended provides that the Company and the Trustee may from
time to time enter into one or more indentures supplemental
to the First Mortgage for the purpose of curing any ambiguity
or of curing or correcting any defective provisions, contained
in the First Mortgage or in any supplemental indenture; and
Whereas, the Company has requested the Trustee, pursuant
to Section 1 of Article Eighteen of the First Mortgage as
amended, to enter into this Forty-First Supplemental Indenture
for the purpose of curing an ambiguity or of curing or correcting
a defective provision in Section 3 of Article Eleven of the First
Mortgage as amended; and
-4-
Whereas, by said resolutions the Board of Directors of
the Company duly approved the form, terms and provisions of
this Forty-First Supplemental Indenture and duly authorized
and directed the execution by the Company of an indenture in the
form and having the terms and the provisions so approved; and
Whereas, all things necessary to make this Indenture a
valid and binding agreement supplemental to the First Mortgage,
have been done and performed.
ARTICLE ONE.
Amendment of the First Mortgage.
That part of the first paragraph of Section 3 of
Article Eleven of the First Mortgage as amended which
precedes subdivision (1) of said Section is hereby restated
so as to read as follows:
"So long as the Company is not in default under
any of the provisions of this Indenture, the
Company may obtain the release of any of the
mortgaged and pledged property, including, without
limiting the generality of the foregoing, any one
or more of the Company's heating, gas or water
properties substantially as an entirety (provided,
however, that the electric property of the Company
shall not in any event be released substantially
as an entirety and, further, that prior xxxx xxxxx
deposited with the Trustee shall not be released
except as provided in Article Nine hereof), and
the Trustee shall release the same from the lien
hereof upon the application of the Company and
receipt by the Trustee of"
ARTICLE TWO.
Miscellaneous.
SECTION 1. The provisions of this Forty-First
Supplemental Indenture shall become effective immediately
upon the execution and delivery hereof. From and after such
time, this Forty-First Supplemental Indenture shall form a
part of the First Mortgage as amended and all the terms and
conditions hereof shall be deemed to be part of the terms of
the First Mortgage as amended, as fully and with the same
effect as if they had been set forth in the First Mortgage
as originally executed. Except as modified or amended by
this Forty-First Supplemental Indenture, the First Mortgage
as amended shall remain and continue in full force and
effect in accordance with the terms and provisions thereof,
and all the covenants, conditions, terms and provisions of
the First Mortgage as amended with respect to the Trustee
shall remain in full force and effect and be applicable to
the Trustee under this Forty-First Supplemental Indenture in
the same manner as though set out herein at length. All
representations and recitals contained in this Forty-First
Supplemental Indenture are made by and on behalf of the
Company, and the Trustee is in no way responsible therefor
or for any statement therein contained.
-5-
SECTION 2. The terms defined in Article One of the
First Mortgage as amended, when used in this Forty-First
Supplemental Indenture, shall, respectively, have the
meanings set forth in such Article.
SECTION 3. This Forty-First Supplemental Indenture may
be executed in several counterparts and each counterpart
shall be an original instrument.
In Witness Whereof, The Dayton Power and Light Company
has caused this instrument to be signed on its 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, in the City of Dayton, Ohio, and The
Bank of New York has caused this instrument to be signed on
its behalf by a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by an Assistant Treasurer, in The City of New York,
New York, as of the day and year first above written.
The Dayton Power and Light Company
[SEAL] By: /s/Xxxxx X. Xxxxxxxxx
----------------------------------
Attest:
/s/Xxxxxxx X. Xxxxxx Xx.
- ------------------------
Signed and acknowledged in our presence by
The Dayton Power and Light Company.
Name: /s/Xxxxxxx X. Xxxxx
- -------------------------
Name: /s/Xxxxxxx X. Xxxx
- ------------------------
-6-
The Bank of New York
[SEAL] By: /s/Xxxxxxx Xxxxxxx
----------------------
Attest:
/s/Xxxx Xxxx Xxxxxxx
- --------------------
Signed and acknowledged in our presence by
The Bank of New York.
Name: /s/Xxxxxxx X'Xxxxx
- ------------------------
Name: /s/Xxxxxxx X. Xxxxxxxx
- ----------------------------
-7-
State of Ohio, ) ss.:
County of Xxxxxxxxxx, )
On this first day of February, 1999, personally
appeared before me, a Notary Public within and for said
County in the State aforesaid, Xxxxx X. Xxxxxxxxx, and
Xxxxxxx X. Xxxxxx, to me known and known to me to be,
respectively, a Vice President, CFO and Treasurer and the
Group Vice President and Secretary of The Dayton Power and
Light Company, one of the corporations which executed the
foregoing instrument, who severally acknowledged that they
did sign and seal said instrument as such Vice President,
CFO and Treasurer and Group Vice President and Secretary for
and on behalf of said corporation and that the same is their
free act and deed as such Vice President, CFO and Treasurer
and Group Vice President and Secretary , respectively, and
the free and corporate act and deed of said corporation; and
said Xxxxxxx X. Xxxxxx, being by me duly sworn, did depose
and say: that he resides in Xxxxxxxxxx County; that he is a
Group Vice President and Secretary of The Dayton Power and
Light Company, one of the corporations described in and
which executed the above instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of
the Board of Directors of said corporation; and that he
signed his name thereto by like order.
In Witness Whereof I have hereunto set my hand and
official seal.
[SEAL]
/s/Xxxxxxx X. Xxxx
------------------
State of New York, ) ss.:
County of New York, )
On this second day of February, 1999, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, Xxxxxxx Xxxxxxx and Xxxx Xxxx Xxxxxxx, to me
known and known to me to be, respectively, a Vice President
and an Assistant Vice President of The Bank of New York, one
of the corporations which executed the foregoing instrument,
who severally acknowledged that they did sign and seal said
instrument as such Vice President and Assistant Vice
President for and on behalf of said corporation and that the
same is their free act and deed as such Vice President and
Assistant Vice President, respectively, and the free and
corporate act and deed of said corporation; and said Xxxxxxx
Xxxxxxx being by me duly sworn, did depose and say: that he
resides in Brooklyn, New York; that he is a Vice President,
of The Bank of New York, one of the corporations described...
-8-
...in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of such corporation; and
that he signed his name thereto by like order.
In Witness Whereof I have hereunto set my hand and
official seal.
[SEAL]
/s/Xxxxxxx X. Xxxxxxx
---------------------
This instrument prepared by
/s/Xxxxxxx X. Xxxx
----------------------------------
Senior Counsel
The Dayton Power and Light Company
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
-9-
