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THIRTIETH SUPPLEMENTAL
INDENTURE
DATED AS OF August 15, 1995
TO
INDENTURE OF MORTGAGE
DATED AS OF JANUARY 1, 1941
----------------
PHILADELPHIA SUBURBAN WATER COMPANY
TO
CORESTATES BANK, N.A., as Trustee
----------------
$22,000,000 FIRST MORTGAGE BONDS, 6.35% Series due 2025
THIRTIETH SUPPLEMENTAL INDENTURE
THIRTIETH SUPPLEMENTAL INDENTURE dated as of the fifteenth day of
August, 1995, by and between PHILADELPHIA SUBURBAN WATER COMPANY, a corporation
duly organized and existing under the laws of the Commonwealth of Pennsylvania
(the "Company"), party of the first part, and CORESTATES BANK, N.A., a national
banking association successor to The Pennsylvania Company for Insurances on
Lives and Granting Annuities, and as The Pennsylvania Company for Banking and
Trusts, and as The First Pennsylvania Banking and Trust Company, and as First
Pennsylvania Bank N.A. (the "Trustee"), party of the second part.
WHEREAS, the Company heretofore duly executed and delivered to
The Pennsylvania Company for Insurances on Lives and Granting Annuities, as
Trustee, an Indenture of Mortgage dated as of January 1, 1941 (the "Original
Indenture"), which by reference is hereby made a part hereof, and in and by the
Original Indenture the Company conveyed and mortgaged to the Trustee certain
property therein described, to secure the payment of its bonds to be generally
known as its "First Mortgage Bonds" and to be issued under the Original
Indenture in one or more series as therein provided; and
WHEREAS, on March 29, 1947, concurrently with a merger of
Germantown Trust Company into The Pennsylvania Company for Insurances on Lives
and Granting Annuities, the name of the surviving corporation was changed to The
Pennsylvania Company for Banking and Trusts, on September 30, 1955, concurrently
with a merger of The First National Bank of Philadelphia into The Pennsylvania
Company for Banking and Trusts, the name of the surviving corporation was
changed to The First Pennsylvania Banking and Trust Company, and on June 3,
1974, by amendment to its Articles of Association, The First Pennsylvania
Banking and Trust Company was changed and converted into a national bank and
concurrently therewith changed its name to First Pennsylvania Bank N.A., and on
October 1, 1991, First Pennsylvania Bank N.A. merged with and into The
Philadelphia National Bank, which changed its name to CoreStates Bank, N.A.,
such mergers and changes of name not involving any change in the title, powers,
rights or duties of the Trustee, as trustee under the Original Indenture as
supplemented at the respective dates thereof; and
WHEREAS, the Company duly executed and delivered to the Trustee a First
Supplemental Indenture dated as of July 1, 1948, a Second Supplemental Indenture
dated as of July 1, 1952, a Third Supplemental Indenture dated as of November 1,
1953, a Fourth Supplemental Indenture dated as of January 1, 1956, a Fifth
Supplemental Indenture dated as of March 1, 1957, a Sixth Supplemental Indenture
dated as of May 1, 1958, a Seventh Supplemental Indenture dated as of September
1, 1959, an Eighth Supplemental Indenture dated as of May 1, 1961, a Ninth
Supplemental Indenture dated as of April 1, 1962, a Tenth Supplemental Indenture
dated as of March 1, 1964, an Eleventh Supplemental Indenture dated as of
November 1, 1966, a Twelfth Supplemental Indenture dated as of January 1, 1968,
a Thirteenth Supplemental Indenture dated as of June 15, 1970, a Fourteenth
Supplemental Indenture dated as of November 1, 1970, a Fifteenth Supplemental
Indenture dated as of December 1, 1972, a Sixteenth Supplemental Indenture dated
as of May 15, 1975, a Seventeenth Supplemental Indenture dated as of December
15, 1976, an Eighteenth Supplemental Indenture dated as of May 1, 1977, a
Nineteenth Supplemental Indenture dated as of June 1, 1980, a Twentieth
Supplemental Indenture dated as of August 1, 1983, a Twenty-First Supplemental
Indenture dated as of August 1, 1985, a Twenty-Second Supplemental Indenture
dated as of April 1, 1986, a Twenty-Third Supplemental Indenture dated as of
April 1, 1987, a Twenty-Fourth Supplemental Indenture dated as of June 1, 1988,
a Twenty-Fifth Supplemental Indenture dated as of January 1, 1990, a
Twenty-Sixth Supplemental Indenture dated as of November 1, 1991, a Twenty-
Seventh Supplemental Indenture dated as of June 1, 1992, a Twenty- Eighth
Supplemental Indenture dated as of April 1, 1993, and a Twenty-Ninth
Supplemental Indenture dated as of March 1, 1995, to subject certain additional
property to the lien of the Original Indenture and to provide for the creation
of additional series of bonds; and
WHEREAS, the Company has issued under the Original Indenture,
as supplemented at the respective dates of issue, thirty-five series of First
Mortgage Bonds designated, respectively, as set forth in the following table,
the Indenture creating each series and the principal amount of bonds thereof
issued being indicated opposite the designation of such series:
Designation Indenture Amount
----------- --------- ------
3 1/4% Series due 1971 Original $16,375,000
9 5/8% Series due 1975 Thirteenth Supplemental 10,000,000
9.15% Series due 1977 Fourteenth Supplemental 10,000,000
3% Series due 1978 First Supplemental 2,000,000
3 3/8% Series due 1982 Second Supplemental 4,000,000
3.90% Series due 1983 Third Supplemental 5,000,000
3 1/2% Series due 1986 Fourth Supplemental 6,000,000
4 1/2% Series due 1987 Fifth Supplemental 4,000,000
4 1/8% Series due 1988 Sixth Supplemental 4,000,000
5% Series due 0000 Xxxxxxx Supplemental 4,000,000
4 5/8% Series due 1991 Eighth Supplemental 3,000,000
4.70% Series due 1992 Ninth Supplemental 3,000,000
6 7/8% Series due 1993 Twelfth Supplemental 4,500,000
4.55% Series due 1994 Tenth Supplemental 4,000,000
10 1/8% Series due 1995 Sixteenth Supplemental 10,000,000
5 1/2% Series due 1996 Eleventh Supplemental 4,000,000
7 7/8% Series due 1997 Fifteenth Supplemental 5,000,000
8.44% Series due 1997 Twenty-Third Supplemental 12,000,000
9.20% Series due 2001 Seventeenth Supplemental 7,000,000
-2-
8.40% Series due 2002 Eighteenth Supplemental 10,000,000
5.95% Series due 2002 Twenty-Seventh Supplemental 4,000,000
12.45% Series due 2003 Twentieth Supplemental 10,000,000
13% Series due 2005 Twenty-First Supplemental 8,000,000
10.65% Series due 2006 Twenty-Second Supplemental 10,000,000
9.89% Series due 2008 Twenty-Fourth Supplemental 5,000,000
7.15% Series due 2008 Twenty-Eighth Supplemental 22,000,000
9.12% Series due 2010 Twenty-Fifth Supplemental 20,000,000
8 7/8% Series due 2010 Nineteenth Supplemental 8,000,000
6.50% Series due 2010 Twenty-Seventh Supplemental 3,200,000
9.17% Series due 2011 Twenty-Sixth Supplemental 5,000,000
9.93% Series due 2013 Twenty-Fourth Supplemental 5,000,000
9.97% Series due 2018 Twenty-Fourth Supplemental 5,000,000
9.17% Series due 2021 Twenty-Sixth Supplemental 8,000,000
9.29% Series due 2026 Twenty-Sixth Supplemental 12,000,000
Medium Term Note Series Twenty-Ninth Supplemental 100,000,000(1);
and
WHEREAS, the Original Indenture and said Supplemental
Indentures were duly recorded in the Commonwealth of Pennsylvania on the dates
and in the office for the Recording of Deeds for the following counties in the
Mortgage Books and at the pages indicated in the following table:
[Continued on Next Page]
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1 $100,000,000 in aggregate principal amount of bonds is authorized for
issuance under the Twenty-Ninth Supplemental Indenture, in one or more
subseries, each constituting a separate series under the Indenture. As of
the date of execution and delivery of this Thirtieth Supplemental
Indenture, $15,000,000 in aggregate principal amount of bonds has been
issued and is outstanding under the Twenty-Ninth Supplemental Indenture.
-3-
COUNTY
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Bucks Xxxxxxx Delaware Xxxxxxxxxx
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Date of
Indenture Recording Book Page Book Page Book Page Book Page
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Original 2/20/41 496 1 H- 20 1034 1 1625 1
13.Vol.30
7
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First Supplemental 8/26/48 632 1 F- 200 1668 169 2031 257
16.Vol.38
0
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Second Supplemental 7/1/52 768 438 18.Vol.42 186 1962 376 2360 517
5
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Third Supplemental 11/25/53 895 1 18.Vol.44 325 2052 1 2493 1
2
------------------------------------------------------------------------------------------------------------------------------------
Fourth Supplemental 1/9/56 1089 155 Z- 1 2199 1 2722 425
20.Vol.49
9
------------------------------------------------------------------------------------------------------------------------------------
Fifth Supplemental 3/20/57 1181 316 B- 601 2294 50 2850 335
22.Vol.53
6
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Sixth Supplemental 5/9/58 1254 1 G-23 201 2380 039 2952 289
------------------------------------------------------------------------------------------------------------------------------------
Seventh Supplemental 9/25/59 1332 509 B-25 109 2442 1 3090 249
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Eighth Supplemental 5/9/61 - - Z-26 17 2526 312 - -
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Eighth Supplemental 5/10/61 1409 225 - - - - 3249 289
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Ninth Supplemental 4/10/62 1458 372 G-28 126 2581 463 3307 169
------------------------------------------------------------------------------------------------------------------------------------
Tenth Supplemental 3/19/64 1568 1 M-30 967 2976 1043 3310 237
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Eleventh Supplemental 11/4/66 1655 695 Q-32 6682 762 223 3549 129
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Twelfth Supplemental 1/23/68 1691 531 N-33 219 2792 708 3542 315
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Thirteenth 7/2/70 1763 1167 D-35 80 2850 301 3687 23
Supplemental
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Fourteenth 11/5/70 1774 331 K-35 713 2858 3113 700 548
Supplemental
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Fifteenth 12/11/72 0000 000 X-00 000 2926 550 3786 96
Supplemental
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Sixteenth 5/28/75 1979 14 E-44 77 3005 511 4010 307
Supplemental
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Seventeenth 12/18/77 2072 683 L-51 1 3072 43 5002 436
Supplemental
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Eighteenth 4/29/77 2082 567 B-52 344 3078 728 5003 291
Supplemental
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Nineteenth 6/23/80 2303 714 J-62 92 3261 293 5030 502
Supplemental
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Twentieth 8/2/83 2487 370 D-72 1 96 810 5662 1045
Supplemental
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Twenty-First 8/27/85 2690 806 54 550 - - 5864 1347
Supplemental
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Twenty-First 8/28/85 - - - - 264 159 - -
Supplemental
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Twenty-Second 4/22/86 2774 160 263 275 326 592 5944 360
Supplemental
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COUNTY
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Bucks Xxxxxxx Delaware Xxxxxxxxxx
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Date of
Indenture Recording Book Page Book Page Book Page Book Page
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Twenty-Third 4/1/87 2960 693 - - - - - -
Supplemental
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Twenty-Third 4/2/87 - - 680 337 447 1807 6115 602
Supplemental
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Twenty-Fourth 7/25/88 3199 1095 1224 389 0593 0585 6324 143
Supplemental
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Twenty-Fifth 1/12/90 0136 0250 1848 205 731 1571 6538 376
Supplemental
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Twenty-Sixth 11/8/91 369 2190 2660 205 894 2241 6780 891
Supplemental
====================================================================================================================================
Twenty-Seventh 6/29/92 0487 1829 3055 182 0969 2023 6918 302
Supplemental
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Twenty-Eighth 4/22/93 0652 1335 3542 1542 1081 0852 7112 0539
Supplemental
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Twenty-Ninth 3/30/95 1045 1872 3875 1368 1349 0829 7561 1155
Supplemental
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and
-5-
WHEREAS, all of the bonds of each of said series are presently
outstanding other than the bonds listed on Exhibit A attached hereto and made a
part hereof; and
WHEREAS, the lien of the Original Indenture as supplemented has been
perfected as a security interest under the Pennsylvania Uniform Commercial Code
by filing a financing statement in the office of the Secretary of the
Commonwealth; and
WHEREAS, the Company proposes to create under the Original Indenture,
as supplemented by this Thirtieth Supplemental Indenture, a new series of bonds
to be designated "First Mortgage Bonds, 6.35% Series due 2025" (herein referred
to as the "Bonds") to be limited in aggregate principal amount to $22,000,000,
to be issued only as registered bonds without coupons, to be dated as provided
in the Original Indenture, to bear interest at the rate of 6.35% per annum, and
to mature on August 15, 2025; and
WHEREAS, in order to finance the cost of acquiring, constructing,
installing and equipping facilities for the furnishing of water, in the counties
of Bucks, Chester, Delaware and Xxxxxxxxxx, which are to be financed under a
Construction and Financing Agreement dated as of August 15, 1995 (the "Financing
Agreement") between the Company and the Delaware County Industrial Development
Authority, a Pennsylvania body politic and corporate (the "Authority"), and
which are described in Exhibit A thereto, less any deletions therefor and
together with any additions, improvements and modifications thereto and
substitutions therefor made in accordance with the provisions of the Financing
Agreement (the "Facilities"), the Company has requested the Authority to issue a
new series of bonds to be known as the Authority's Water Facilities Revenue
Bonds (Philadelphia Suburban Water Company), Series of 1995 in the aggregate
principal amount of $22,000,000 (the "Authority Bonds"); and
WHEREAS, the Authority Bonds are to be issued under a Trust Indenture,
dated as of August 15, 1995 (the "Authority Indenture"), between the Authority
and PNC Bank, National Association, as trustee (the "Authority Trustee"); and
WHEREAS, the Bonds are to be issued by the Company to secure the
obligation of the Company to pay to or for the account of the Authority an
amount equal to the principal of, redemption premium, if any, and interest on
the Authority Bonds pursuant to the Financing Agreement between the Authority
and the Company; and
WHEREAS, the right, title and interest of the Authority in and to the
Financing Agreement and the payments thereunder and the security for such
payments are to be assigned by the Authority to the Authority Trustee, and the
Bonds are to be delivered by the Company on behalf of the Authority directly to
the Authority Trustee, as assignee, as security for the payment of the principal
of, redemption premium, if any, and interest on, the Authority Bonds; and
-6-
WHEREAS, Article XVIII of the Original Indenture provides that the
Company, when authorized by resolution of its Board of Directors, may with the
Trustee enter into an indenture supplemental to the Original Indenture, which
thereafter shall form a part of the Original Indenture, for the purposes, inter
alia, of subjecting to the lien of the Original Indenture additional property,
of defining the covenants and provisions applicable to any bonds of any series
other than the 3 1/4% Series due 1971, of adding to the covenants and agreements
of the Company contained in the Original Indenture other covenants and
agreements thereafter to be observed by the Company, of surrendering any right
or power in the Original Indenture reserved to or conferred upon the Company,
and of making such provisions in regard to matters or questions arising under
the Original Indenture as may be necessary or desirable and not inconsistent
therewith; and
WHEREAS, in addition to the property described in the Original
Indenture and the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth,
Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth,
Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second,
Twenty-Third, Twenty-Fourth, Twenty-Fifth, Twenty-Sixth, Twenty-Seventh, Twenty-
Eighth and Twenty-Ninth Supplemental Indentures, the Company has acquired
certain other property and desires to confirm the lien of the Original Indenture
thereon; and
WHEREAS, the Company, by proper corporate action, has duly authorized
the creation of said new series of Bonds (to be issued in accordance with the
terms and provisions of the Original Indenture and indentures supplemental
thereto, including this Thirtieth Supplemental Indenture, and to be secured by
said Original Indenture and indentures supplemental thereto, including this
Thirtieth Supplemental Indenture) and has further duly authorized the execution,
delivery and recording of this Thirtieth Supplemental Indenture setting forth
the terms and provisions of the Bonds insofar as said terms and provisions are
not set forth in said Original Indenture; and
WHEREAS, the Bonds and the Trustee's certificate upon said Bonds are to
be substantially in the forms following - the proper amount, names of registered
owners and numbers to be inserted therein, and such appropriate insertions,
omissions and changes to be made therein as may be required or permitted by this
Indenture to conform to any pertinent law or usage:
-7-
No. R- $___________________
PHILADELPHIA SUBURBAN WATER
COMPANY
(Incorporated under the Laws of the Commonwealth
of Pennsylvania)
First Mortgage Bond, ____% Series Due 2025
Philadelphia Suburban Water Company, a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania (hereinafter called
the "Company", which term shall include any successor corporation as defined in
the Indenture hereinafter referred to), for value received, hereby promises to
pay to _______________________ or its registered assigns, on the fifteenth day
of August, 2025, at the corporate trust office of CoreStates Bank, N.A. in the
City of Philadelphia, Pennsylvania, the sum of ___________________ in such coin
or currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts and to pay interest thereon
at said office to the registered owner hereof by draft or check of the Trustee
mailed to such registered owner from the interest payment date next preceding
the date of this Bond (or if this Bond be dated prior to February 15, 1996, from
the date hereof) until the principal hereof shall become due and payable, at the
rate of ______________ percent (_____%) per annum, payable semiannually in like
coin or currency on the fifteenth day of August and the fifteenth day of
February in each year, commencing February 15, 1996 and to pay interest on
overdue principal (including any overdue required or optional prepayment of
principal) and premium, if any, and, to the extent legally enforceable, on any
overdue installment of interest at a rate of ___ per annum after maturity
whether by acceleration or otherwise until paid.
The interest so payable will (except as otherwise provided in the
Thirtieth Supplemental Indenture referred to herein) be calculated on the basis
of a 360-day year of twelve 30- day months and be paid to the person in whose
name this Bond (or a Bond or Bonds in exchange for which this Bond was issued)
is registered at the close of business on the last day of the calendar month
next preceding the month in which the interest payment date occurs or, if such
day is not a business day, on the next preceding business day (a "record date")
and principal, premium, if any, and interest on this Bond shall be paid in
accordance with written payment instructions of the registered owner
delivered to the Trustee (defined below) on or before such record date.
-8-
The provisions of the Bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same effect as if
fully set forth at this place.
IN WITNESS WHEREOF, Philadelphia Suburban Water Company has
caused this Bond to be signed by its President or a Vice President and its
corporate seal to be hereto affixed and attested by its Secretary or an
Assistant Secretary, and this Bond to be dated ___________.
PHILADELPHIA SUBURBAN WATER COMPANY
Attest:
_______________________________ By: ____________________________________
(Assistant) Secretary Title: ___________________________
(Form of Reverse of Bond)
This Bond is one of a duly authorized issue of bonds of the Company
known as its First Mortgage Bonds, issued and to be issued without limitation as
to aggregate principal amount except as set forth in the Indenture hereinafter
mentioned in one or more series and equally secured (except insofar as a sinking
fund or other similar fund established in accordance with the provisions of the
Indenture may afford additional security for the bonds of any specific series)
by an Indenture of Mortgage (herein called the "Indenture") dated as of January
1, 1941, executed by the Company to The Pennsylvania Company for Insurances on
Lives and Granting Annuities (now CoreStates Bank, N.A.), as Trustee
(hereinafter called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security, the rights of the
holders and registered owners of the bonds and of the Trustee in respect of such
security, and the terms and conditions under which the bonds are and are to be
secured and may be issued under the Indenture; but neither the foregoing
reference to the Indenture nor any provision of this Bond or of the Indenture or
of any indenture supplemental thereto shall affect or impair the obligation of
the Company, which is absolute and unconditional, to pay at the stated or
accelerated maturity herein and in the Indenture provided, the principal of and
interest on this Bond as herein provided. As provided in the Indenture, the
-9-
bonds may be issued in series for various principal amounts, may bear different
dates and mature at different times, may bear interest at different rates and
may otherwise vary as in the Indenture provided or permitted. This Bond is one
of the Bonds described in an indenture supplemental to said Indenture known as
the "Thirtieth Supplemental Indenture" dated as of August 15, 1995, and
designated therein as "First Mortgage Bonds, ____% Series due 2025 (the
"Bonds").
To the extent permitted by and as provided in the Indenture,
modifications or alterations of the Indenture, or of any indenture supplemental
thereto, and of the rights and obligations of the Company and of the holders and
registered owners of bonds issued and to be issued thereunder may be made with
the consent of the Company by an affirmative vote of the holders and registered
owners of not less than 75% in principal amount of bonds then outstanding under
the Indenture and entitled to vote, at a meeting of the bondholders called and
held as provided in the Indenture, and, in case one or more but less than all of
the series of bonds then outstanding under the Indenture are so affected, by an
affirmative vote of the holders and registered owners of not less than 75% in
principal amount of bonds of any series then outstanding under the Indenture and
entitled to vote on and affected by such modification or alteration, or by the
written consent of the holders and registered owners of such percentages of
bonds; provided, however, that no such modification or alteration shall be made
which shall reduce the percentage of bonds the consent of the holders or
registered owners of which is required for any such modification or alteration
or which shall affect the terms of payment of the principal of or interest on
the bonds, or permit the creation by the Company of any lien prior to or on a
parity with the lien of the Indenture with respect to any property subject to
the lien of the Indenture as a first mortgage lien thereon, or which shall
affect the rights of the holders or registered owners of less than all of the
bonds of any series affected thereby.
The Bonds have been issued by the Company to secure the obligation of
the Company to pay to or for the account of the Authority (defined below) an
amount equal to the principal of, and interest on, the Authority Bonds (defined
below) pursuant to the Construction and Financing Agreement (the "Financing
Agreement"), between the Delaware County Industrial Development Authority, a
Pennsylvania body politic and corporate (the "Authority"), and the Company,
which Authority Bonds are being issued to finance the cost of acquiring,
constructing, installing and equipping facilities for the furnishing of water,
in the counties of Bucks, Chester, Delaware and Xxxxxxxxxx, which are to be
financed under the Financing Agreement and which are described in Exhibit A
thereto, less any deletions therefor and together with any additions,
improvements and modifications thereto and substitutions therefor made in
-10-
accordance with the provisions of the Financing Agreement (the "Facilities").
The Facilities are to be financed through the sale of the Authority's Water
Facilities Revenue Bonds (Philadelphia Suburban Water Company), Series of 1995,
in the aggregate principal amount of $22,000,000 due August 15, 2025 (the
"Authority Bonds").
The Authority Bonds are to be issued under a Trust Indenture,
dated as of August 15, 1995 (the "Authority Indenture"), between the Authority
and PNC Bank, National Association, as trustee (the "Authority Trustee"). The
right, title and interest of the Authority in and to the Financing Agreement and
the payments thereunder and the security for such payments have been assigned by
the Authority to the Authority Trustee, and the Bonds have been delivered by the
Company on behalf of the Authority directly to the Authority Trustee, as
assignee, as security for the payment of the principal of, and interest on, the
Authority Bonds. The Authority Trustee may not sell, assign or otherwise
transfer the Bonds except for a transfer of the entire outstanding principal
amount thereof to its successor as Trustee under the Authority Indenture, which
successor and each subsequent successor shall hold such Bonds subject to the
same restriction on transfer.
In the event any Authority Bonds shall be purchased by the
Company and cancelled pursuant to the Authority Indenture, Bonds corresponding
in principal amount to the Authority Bonds so purchased and cancelled shall be
deemed to be paid in full, and in the event and to the extent the principal of,
or interest on, any Authority Bonds is paid out of funds held by the Authority
Trustee other than payments on Bonds, the corresponding payment of the principal
of, or interest on, an aggregate principal amount of such Authority Bonds shall
be deemed to have been satisfied.
In the event this Bond shall be deemed to have been paid in
full, this Bond shall be surrendered to the Trustee for cancellation. In the
event this Bond shall be deemed to have been paid in part, this Bond shall be
presented to the Trustee for notation hereon of the payment of the portion of
the principal hereof so deemed to have been paid.
The Bonds are redeemable only as follows:
(a) The Bonds are subject to redemption prior to maturity on or after
August 15, 2005, at the option of the Authority, as directed by the Company, out
of moneys deposited with or held by the Trustee for such purpose, as a whole or
in part, at any time in the manner described below, at the redemption prices
(stated as a percentage of the principal amount), as set forth below, of the
Bonds to be redeemed , plus interest accrued thereon to the date fixed for
redemption:
-11-
Optional Redemption Periods (inclusive) Redemption Prices
--------------------------------------- -----------------
August 15, 2005 through August 14, 2006 102%
August 15, 2006 through August 14, 2007 101%
August 15, 2007 and thereafter 100%
(a) The Bonds are subject to mandatory redemption as a whole
at any time prior to maturity should the Company be required to accelerate the
payments of the Authority Bonds pursuant to the provisions of Section 7.02 (a)
of the Financing Agreement and 7.01(b)(c) and (d) of the Authority Indenture, if
the Trustee shall receive a notice from the Authority or the Authority Trustee
that the Bonds are subject to mandatory redemption in accordance with any of
such provisions.
(b) The Bonds are also subject to redemption at the option of
the Company as a whole at any time or in part from time to time by the
application of moneys from the Maintenance or Improvement Deposit provided for
in this Thirtieth Supplemental Indenture upon payment of the principal amount
thereof, together with, in each such case, unpaid interest accrued to the date
fixed for redemption.
(c) The Bonds are also subject to mandatory redemption by the
Company in whole if the Trustee shall receive a written demand from the
Authority Trustee for redemption of all such Bonds held by the Authority Trustee
stating that an "Event of Default" as defined in Section 9.01 of the Authority
Indenture has occurred and is continuing and that payment of the principal of
the Authority Bonds has been accelerated pursuant to Section 9.01 of the
Authority Indenture, provided that at the time of notice of such redemption as
provided in Section 2 of Article V of the Original Indenture (i) said written
demand shall not have been withdrawn by the Authority Trustee, and (ii) no event
of default under Section 1 of Article XI of the Original Indenture shall have
occurred and be continuing.
If this Bond or any portion hereof is called for redemption
and payment thereof is duly provided for as specified in the Indenture, interest
shall cease to accrue hereon or on such portion, as the case may be, from and
after the date fixed for redemption.
The principal hereof may be declared or may become due prior
to its maturity date on the conditions, in the manner and with the effect set
forth in the Indenture upon the happening of an event of default, as in the
Indenture provided; subject, however, to the right, under certain circumstances,
of the registered owners of a majority in principal amount of Bonds outstanding
to annul such declaration.
-12-
This Bond is transferable by the registered owner hereof in
person or by attorney duly authorized in writing, on books of the Company to be
kept for that purpose at the principal corporate trust office of the Trustee in
the City of Philadelphia, Pennsylvania, upon surrender hereof for cancellation
at such office and upon presentation of a written instrument of transfer duly
executed, and thereupon the Company shall issue in the name of the transferee or
transferees, and the Trustee shall authenticate and deliver, a new Bond or Bonds
in authorized denominations, of equal aggregate unpaid principal amount. Any
such transfer or exchange shall be subject to the terms and conditions and to
the payment of the charges specified in the Indenture.
The Company and the Trustee may deem and treat the registered
owner of this Bond as the absolute owner hereof for the purpose of receiving
payment of or on account of the principal hereof and the interest hereon, and
for all other purposes, and shall not be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or interest on this Bond or for any claim based hereon or otherwise in respect
hereof or of the Indenture or of any indenture supplemental thereto against any
incorporator or any past, present or future stockholder, officer or director of
the Company or of any predecessor or successor corporation, as such, either
directly or through the Company, or through any such predecessor or successor
corporation or through any receiver or trustee in bankruptcy, by virtue of any
constitutional provision, statute or rule of law or equity, or by the
enforcement of any assessment or penalty or otherwise; all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released by every holder or registered owner hereof, as
more fully provided in the Indenture.
This Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid or obligatory
for any purpose, until CoreStates Bank, N.A., as Trustee under the Indenture, or
a successor trustee thereunder, shall have signed the certificate of
authentication endorsed hereon.
(Form of Trustee's Certificate)
This Bond is one of the Bonds, of the series designated
therein, referred to in the within-mentioned Thirtieth Supplemental Indenture.
CORESTATES BANK, N.A., TRUSTEE
By:__________________________
Authorized Signer
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and;
WHEREAS, all acts and things necessary to make the Bonds, when
executed by the Company and authenticated and delivered by the Trustee as in
this Thirtieth Supplemental Indenture provided and issued by the Company, valid,
binding and legal obligations of the Company, and this Thirtieth Supplemental
Indenture a valid and enforceable supplement to said Original Indenture, have
been done, performed and fulfilled, and the execution of this Thirtieth
Supplemental Indenture has been in all respects duly authorized:
NOW, THEREFORE, THIS THIRTIETH SUPPLEMENTAL INDENTURE
WITNESSETH: That, in order to secure the payment of the principal and interest
of all bonds issued under the Original Indenture and all indentures supplemental
thereto, according to their tenor and effect, and according to the terms of the
Original Indenture and of any indenture supplemental thereto, and to secure the
performance of the covenants and obligations in said bonds and in the Original
Indenture and any indenture supplemental thereto respectively contained, and to
provide for the proper issuing, conveying and confirming unto the Trustee, its
successors in said trust and its and their assigns forever, upon the trusts and
for the purposes expressed in the Original Indenture and in any indenture
supplemental thereto, all and singular the estates, property and franchises of
the Company thereby mortgaged or intended so to be, the Company, for and in
consideration of the premises and of the sum of One Dollar ($1.00) in hand paid
by the Trustee to the Company upon the execution and delivery of this Thirtieth
Supplemental Indenture, receipt whereof is hereby acknowledged, and of other
good and valuable consideration, has granted, bargained, sold, aliened,
enfeoffed, released and confirmed and by these presents does grant, bargain,
sell, alien, enfeoff, release and confirm unto CoreStates Bank, N.A., as
Trustee, and to its successors in said trust and its and their assigns forever:
All and singular the premises, property, assets, rights and
franchises of the Company, whether now or hereafter owned, constructed or
acquired, of whatever character and wherever situated (except as herein
expressly excepted), including among other things the following, but reference
to or enumeration of any particular kinds, classes, or items of property shall
not be deemed to exclude from the operation and effect of the Original Indenture
or any indenture supplemental thereto any kind, class or item not so referred to
or enumerated:
I.
REAL ESTATE AND WATER RIGHTS.
The real estate described in the deeds from the grantors named in
Exhibit B hereto, dated and recorded as therein set forth, and any other real
estate and water rights acquired since the date of the Twenty-Ninth Supplemental
Indenture.
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II.
BUILDINGS AND EQUIPMENT.
All mains, pipes, pipe lines, service pipes, buildings,
improvements, standpipes, reservoirs, xxxxx, flumes, sluices, canals, basins,
cribs, machinery, conduits, hydrants, water works, plants and systems, tanks,
shops, structures, purification systems, pumping stations, fixtures, engines,
boilers, pumps, meters and equipment which are now owned or may hereafter be
acquired by the Company (except as herein expressly excepted), including all
improvements, additions and extensions appurtenant to any real or fixed property
now or hereafter subject to the lien of the Original Indenture or any indenture
supplemental thereto which are used or useful in connection with the business of
the Company as a water company or as a water utility, whether any of the
foregoing property is now owned or may hereafter be acquired by the Company.
It is hereby declared by the Company that all property of the
kinds described in the next preceding paragraph, whether now owned or hereafter
acquired, has been or is or will be owned or acquired with the intention of
using the same in carrying on the business or branches of the business of the
Company, and it is hereby declared that it is the intention of the Company that
all thereof (except property hereinafter specifically excepted) shall be subject
to the lien of the Original Indenture.
It is agreed by the Company that so far as may be permitted by
law tangible personal property now owned or hereafter acquired by the Company,
except such as is hereafter expressly excepted from the lien hereof, shall be
deemed to be and construed as fixtures and appurtenances to the real property of
the Company.
III.
FRANCHISES AND RIGHTS OF WAY.
All the corporate and other franchises of the Company, all
water and flowage rights, riparian rights, easements and rights of way, and all
permits, licenses, rights, grants, privileges and immunities, and all renewals,
extensions, additions or modifications of any of the foregoing, whether the same
or any thereof, or any renewals, extensions, additions or modifications thereof,
are now owned or may hereafter be acquired, owned, held, or enjoyed by the
Company.
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IV.
AFTER ACQUIRED PROPERTY.
All real and fixed property and all other property of the
character hereinabove described which the Company may hereafter acquire.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in any way appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and
remainders, tolls, rents, revenues, issues, income, product and profits thereof,
and all the estate, right, title, 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 premises, property, rights and franchises and every part and parcel
thereof.
EXCEPTING AND RESERVING, HOWEVER, certain premises, not used
or useful in the supplying of water by the Company, expressly excepted and
reserved from the lien of the Original Indenture and not subject to the terms
thereof.
AND ALSO SAVING AND EXCEPTING from the property hereby
mortgaged and pledged, all of the following property (whether now owned by the
Company or hereafter acquired by it): All bills, notes and accounts receivable,
cash on hand and in banks, contracts, chooses in action and leases to others (as
distinct from the property leased and without limiting any rights of the Trustee
with respect thereto under any of the provisions of the Original Indenture or of
any indenture supplemental thereto), all bonds, obligations, evidences of
indebtedness, shares of stock and other securities, and certificates or
evidences of interest therein, all automobiles, motor trucks, and other like
automobile equipment and all furniture, and all equipment, materials, goods,
merchandise and supplies acquired for the purpose of sale in the ordinary course
of business or for consumption in the operation of any properties of the Company
other than any of the foregoing which may be specifically transferred or
assigned to or pledged or deposited with the Trustee hereunder or required by
the provisions of the Original Indenture or any indenture supplemental thereto
so to be; provided, however, that if, upon the happening of a completed default,
as specified in Section 1 of Article XI of the Original Indenture, the Trustee
or any receiver appointed hereunder shall enter upon and take possession of the
mortgaged property, the Trustee or any such receiver may, to the extent
permitted by law, at the same time likewise take possession of any and all of
the property described in this paragraph then on hand and any and all other
property of the Company then on hand, not described or referred to in the
foregoing granting clauses, which is used or useful in connection with the
business of the Company as a water company or as a water utility, and use and
administer the same to the same extent as if such property were part of the
mortgaged property, unless and until such completed default shall be remedied or
waived and possession of the mortgaged property restored to the Company, its
successors or assigns.
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SUBJECT, HOWEVER, to the exceptions, reservations and matters
hereinabove and in the Original Indenture recited, to releases executed since
the date of the Original Indenture in accordance with the provisions thereof, to
existing leases, to easements and rights of way for pole lines and electric
transmission lines and other similar encumbrances and restrictions which the
Company hereby certifies, in its judgment, do not impair the use of said
property by the Company in its business, to liens existing on or claims against,
and rights in and relating to, real estate acquired for right-of-way purposes,
to taxes and assessments not delinquent, to alleys, streets and highways that
may run across or encroach upon said lands, to liens, if any, incidental to
construction, and to Permitted Liens, as defined in the Original Indenture; and,
with respect to any property which the Company may hereafter acquire, to all
terms, conditions, agreements, covenants, exceptions and reservations expressed
or provided in such deeds and other instruments, respectively, under and by
virtue of which the Company shall hereafter acquire the same and to any and all
liens existing thereon at the time of such acquisition.
TO HAVE AND TO HOLD, all and singular the property, rights,
privileges and franchises hereby conveyed, transferred or pledged or intended so
to be unto the Trustee and its successors in the trust heretofore and hereby
created, and its and their assigns forever.
IN TRUST NEVERTHELESS, for the equal pro rata benefit and
security of each and every person or corporation who may be or become the
holders of bonds and coupons secured by the Original Indenture or by any
indenture supplemental thereto, or both, without preference, priority or
distinction as to lien or otherwise of any bond or coupon over or from any other
bond or coupon, so that each and every of said bonds and coupons issued or to be
issued, of whatsoever series, shall have the same right, lien and privilege
under the Original Indenture and all indentures supplemental thereto and shall
be equally secured hereby and thereby, with the same effect as if said bonds and
coupons had all been made, issued and negotiated simultaneously on the date
thereof; subject, however, to the provisions with reference to extended,
transferred or pledged coupons and claims for interest contained in the Original
Indenture and subject to any sinking or improvement fund or maintenance deposit
provisions, or both, for the benefit of any particular series of bonds.
IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, that all such bonds and coupons are to be authenticated,
delivered and issued, and that all property subject or to become subject hereto
is to be held subject to the further covenants, conditions, uses and trusts
hereinafter set forth, and the Company, for itself and its successors and
assigns, does hereby covenant and agree to and with the Trustee and its
successor or successors in said trust, for the benefit of those who shall hold
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said bonds and coupons, or any of them, issued under this Indenture or any
indenture supplemental hereto, or both, as follows:
ARTICLE I.
Form, Authentication and Delivery of the Bonds;
Redemption Provisions
SECTION 1. There shall be a thirty-sixth series of bonds, limited in
aggregate principal amount to $22,000,000 designated as "Philadelphia Suburban
Water Company First Mortgage Bonds, ____% Series due 2025".
Interest on the Bonds shall be payable semiannually on August
15 and February 15 of each year (each an "interest payment date"), commencing
February 15, 1996. Each Bond shall be dated the date of its authentication and
shall bear interest from the interest payment date next preceding its date,
unless authenticated on an interest payment date, in which case it shall bear
interest from such interest payment date, or, unless authenticated prior to the
first interest payment date for the Bonds, in which case it shall bear interest
from August 15, 1995; provided, however, that, if at the time of authentication
of any Bond, interest on the predecessor Bond of such Bond is in default, such
Bond shall bear interest from the date to which interest has been paid, or, if
no interest has been paid, from August 15, 1995. The Bonds shall be stated to
mature (subject to the right of earlier redemption at the prices and dates and
upon the terms and conditions hereinafter set forth) on August 15, 2025 and
shall bear interest at the rate of ___%.
The Bonds shall be issuable only as registered bonds without
coupons, shall be in the form hereinabove recited, in the denomination of Five
Thousand Dollars ($5,000) or any multiple thereof, shall be lettered "R", and
shall bear such numbers as the Company may reasonably require.
The principal of, and interest on the Bonds shall be payable
at the corporate trust office of the trustee in the City of Philadelphia,
Pennsylvania, in such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts;
provided, however, that each installment of interest may be paid by check to the
order of the person entitled thereto, mailed to such person's address as the
same appears on the books maintained for such purpose by or on behalf of the
Company, or by bank wire transfer of immediately available funds pursuant to
instructions and conditions incorporated in an agreement between such person and
the Trustee or the Company.
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The person in whose name any Bond is registered at the close
of business on any record date (as hereinafter defined) 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 upon any
transfer or exchange subsequent to the record date and prior to such interest
payment date; provided, however, that if and to the extent the Company shall
default in the payment of the interest due on such interest payment date, such
defaulted interest shall be paid to the persons in whose names outstanding Bonds
are registered at the close of business on a subsequent record date established
by notice given by mail by or on behalf of the Company to the holders of Bonds
not less than fifteen days preceding such subsequent record date, such record
date to be not less than ten days preceding the date of payment of such
defaulted interest. The term "record date" as used in this Section 1 with
respect to any regular interest payment date shall mean the last day of the
calendar month next preceding the month in which such interest payment date
occurs if such last day is a business day; if such last day is not a business
day, the record date shall be the next preceding business day.
The Bonds are being issued by the Company to secure the
obligation of the Company to pay to or for the account of the Authority an
amount equal to the principal of, and interest on, the Authority Bonds pursuant
to the Financing Agreement. The Authority Bonds are being sold to finance the
cost of the acquiring, constructing, installing and equipping of the Facilities.
The Authority Bonds are to be issued under the Authority
Indenture and the right, title and interest of the Authority in and to the
Financing Agreement and the payments thereunder and the security for such
payments have been assigned by the Authority to the Authority Trustee, and the
Bonds are to be delivered by the Company on behalf of the Authority directly to
the Authority Trustee, as assignee, as security for the payment of the principal
of, and interest on, the Authority Bonds. The Authority Trustee may not sell,
assign or otherwise transfer the Bonds except for a transfer of the entire
outstanding principal amount thereof to its successor as Trustee under the
Authority Indenture, which successor and each subsequent successor shall hold
the Bonds subject to the same restriction on transfer.
The text of the Bonds and of the certificate of the Trustee
upon such Bonds shall be, respectively, substantially of the tenor and effect
hereinbefore recited.
Exchange of any Bonds shall be effected in accordance with the
applicable provisions of Sections 7, 8 and 9 of Article II of the Original
Indenture.
SECTION 2. The Bonds are redeemable only as follows:
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(a) The 1995 Bonds are subject to redemption prior to maturity
on or after August 15, 2005, at the option of the Authority, as directed by the
Company, out of moneys deposited with or held by the Trustee for such purpose,
as a whole or in part, at any time in the manner described below, at the
redemption prices (stated as a percentage of the principal amount), as set forth
below, of the Bonds to be redeemed , plus interest accrued thereon to the date
fixed for redemption:
Optional Redemption Periods (inclusive) Redemption Prices
--------------------------------------- -----------------
August 15, 2005 through August 14, 2006 102%
August 15, 2006 through August 14, 2007 101%
August 15, 2007 and thereafter 100%
(b) The Bonds are subject to mandatory redemption as a whole
at any time prior to maturity should the Company be required to accelerate the
payments of the Authority Bonds pursuant to the provisions of Article VII of the
Financing Agreement and Article IX of the Authority Indenture, if the Trustee
shall receive a notice from the Authority or the Authority Trustee that the
Bonds are subject to mandatory redemption in accordance with any of such
provisions.
(c) The Bonds are also subject to redemption at the option of
the Company as a whole at any time or in part from time to time by the
application of moneys from the Maintenance or Improvement Deposit provided for
in the Thirtieth Supplemental Indenture upon payment of the principal amount
thereof, together with, in each such case, unpaid interest accrued to the date
fixed for redemption.
(d) The Bonds are also subject to mandatory redemption by the
Company in whole if the Trustee shall receive a written demand from the
Authority Trustee for redemption of all such Bonds held by the Authority Trustee
stating that an "Event of Default" as defined in Section 9.01 of the Authority
Indenture has occurred and is continuing and that payment of the principal of
the Authority Bonds has been accelerated pursuant to Section 9.01 of the
Authority Indenture, provided that at the time of notice of such redemption as
provided in Section 2 of Article V of the Original Indenture (i) said written
demand shall not have been withdrawn by the Authority Trustee, and (ii) no event
of default under Section 1 of Article XI of the Original Indenture shall have
occurred and be continuing.
SECTION 3. Any redemption of the Bonds shall be effected in
accordance with the provisions of Article V of the Original Indenture.
SECTION 4. In the event any Authority Bonds shall be purchased
by the Company, surrendered by the Company to the Authority Trustee for
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cancellation and cancelled by the Authority Trustee, Bonds corresponding in
principal amount to the Authority Bonds so purchased, surrendered and cancelled
shall be deemed to have been paid in full.
SECTION 5. In the event and to the extent the principal of, or
interest on, any Authority Bonds is paid out of funds held by the Authority
Trustee other than payments of Bonds, the corresponding payment of the principal
of, or interest on, an aggregate principal amount of Bonds equal to the
aggregate principal amount of such Authority Bonds shall be deemed to have been
satisfied.
SECTION 6. All Bonds deemed to have been paid in full as
provided in Section 5 and 6 of this Article I of this Thirtieth Supplemental
Indenture shall be surrendered to the Trustee for cancellation, and the Trustee
shall forthwith cancel the same and, on the written request of the Company,
deliver the same to the Company. In case part of an outstanding Bond shall be
deemed to have been paid as provided in said Section 5 or Section 6, upon
presentation of such Bond at the office of the Trustee, the Trustee shall make a
notation thereon of the payment of the portion of the principal amount of such
Bond so deemed to have been paid unless the registered owner shall elect to
surrender such Bond to the Trustee, in which case the Company shall execute and
the Trustee shall authenticate and deliver, without charge to the registered
owner, Bonds in such authorized denominations as shall be specified by the
registered owner for the unpaid balance of the principal amount of such
outstanding Bond.
SECTION 7. Bonds in the aggregate principal amount of
$22,000,000 may be issued under the provisions of Article IV of the Original
Indenture and may forthwith be executed by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered to or upon the
order of the Company, upon receipt by the Trustee of the resolutions,
certificates, opinions or other instruments or all of the foregoing required to
be delivered upon the issue of bonds pursuant to the provisions of the Original
Indenture.
ARTICLE II.
Maintenance or Improvement Deposit.
SECTION 1. The Company covenants that it will deposit with the
Trustee on or before the March 1 next occurring after the bonds of the 5 1/2%
Series due 1996 cease to be outstanding, or on or before the March 1 next
occurring after the bonds of the 7 7/8% Series due 1997, cease to be
outstanding, or on or before the March 1 next occurring after the bonds of the
8.44% Series due 1997 cease to be outstanding, or on or before the March 1 next
occurring after the bonds of the 9.20% Series due 2001 cease to be outstanding,
or on or before the March 1 next occurring after the bonds of the 8.40% Series
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due 2002 cease to be outstanding, or on or before the March 1 next occurring
after the bonds of the 12.45% Series due 2003 cease to be outstanding, or on or
before the March 1 next occurring after the bonds of the 13% Series due 2005
cease to be outstanding, or on or before the March 1 next occurring after the
bonds of the 10.65% Series due 2006 cease to be outstanding, or on or before the
March 1 next occurring after the bonds of the 9.89% Series due 2008 cease to be
outstanding, or on or before the March 1 next occurring after the bonds of the
7.15% Series due 2008 cease to be outstanding, or on or before the March 1 next
occurring after the bonds of the 9.93% Series due 2013 cease to be outstanding,
or on or before the next March 1 next occurring after the bonds of the 9.97%
Series due 2018 cease to be outstanding, or on or before the March 1 next
occurring after the bonds of the 9.12% Series due 2010 cease to be outstanding,
or on or before the March 1 next occurring after the bonds of the 9.29% Series
due 2026 cease to be outstanding, or on or before the March 1 next occurring
after the bonds of the 9.17% Series due 2021 cease to be outstanding, or on or
before the March 1 next occurring after the bonds of the 6.50% Series due 2010
cease to be outstanding, or on or before the March 1 next occurring after the
bonds of the Medium Term Note Series issued or to be issued under the
Twenty-Ninth Supplemental Indenture cease to be outstanding, whichever is
latest, and on or before March 1 in each year thereafter if and so long as any
of the Bonds are outstanding, an amount in cash (the "Maintenance or Improvement
Deposit") equal to 9% of the Gross Operating Revenues of the Company during the
preceding calendar year less, to the extent that the Company desires to take
such credits, the following:
(b) the amount actually expended for maintenance
during such calendar year; and
(c) the Cost or Fair Value, whichever is less, of
Permanent Additions acquired during such calendar year which
at the time of taking such credit constitute Available
Permanent Additions; and
(d) the unapplied balance, or any part thereof, of
the Cost or Fair Value, whichever is less, of Available
Permanent Additions acquired by the Company during the five
calendar years preceding such calendar year and specified in
the Officers' Certificates delivered to the Trustee pursuant
to Section 2 of this Article, but only to the extent that the
Permanent Additions with respect to which such Cost or Fair
Value was determined shall at the time of taking such credit
constitute Available Permanent Additions.
SECTION 2. The Company covenants that it will on or before
March 1 in each year, beginning with the first deposit made with the Trustee
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under the provisions of Section 1 of this Article, as long as any of the Bonds
are outstanding, deliver to the Trustee the following:
(A) An Officers' Certificate, which shall state:
(i) The amount of the Gross Operating
Revenues for the preceding calendar year;
(ii) 9% of such Gross Operating Revenues;
(iii) The amount actually expended by the
Company for maintenance during such calendar year;
(iv) The amount set forth in subparagraph
(xii) of each Officers' Certificate delivered to the Trustee
pursuant to the provisions of this Section during the
preceding five calendar years (specifying each such Officers'
Certificate), after deducting from each such amount the
aggregate of (a) the Cost or Fair Value, whichever is less, of
all Permanent Additions represented by such amount which have
ceased to be Available Permanent Additions; and (b) any part
of such amount for which the Company has previously taken
credit against any Maintenance or Improvement Deposit
(specifying the Officers' Certificate in which such credit was
taken); and (c) any part of such amount for which the Company
then desires to take credit against the Maintenance or
Improvement Deposit;
(v) An amount which shall be the aggregate
of all amounts set forth pursuant to the provisions of clause
(c) of the foregoing subparagraph (iv);
(vi) The Cost or Fair Value, whichever
is less, of Available Permanent Additions acquired
by the Company during the preceding calendar year;
(vii) That part of the amount set forth in
subparagraph (vi) which the Company desires to use as a credit
against the Maintenance or Improvement Deposit;
(viii) The amount of cash payable to the
Trustee under the provisions of Section 1 of this Article,
which shall be the amount by which the amount set forth in
subparagraph (ii) hereof exceeds the sum of the amounts set
forth in subparagraphs (iii), (v) and (vii) hereof;
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(ix) The sum of all amounts charged on the
books of the Company against any reserve for retirement or
depreciation during the preceding calendar year representing
the aggregate of the Cost when acquired of any part of the
Company's plants and property of the character described in
the granting clauses hereof which has been permanently retired
or abandoned;
(x) The aggregate of the amounts set forth
in subparagraphs (v) and (vii) hereof;
(xi) The amount by which the amount set
forth in subparagraph (x) exceeds the amount set forth in
subparagraph (ix), being the amount required to be deducted
from the Cost or Fair Value of Available Permanent Additions
in order to determine a Net Amount of Available Permanent
Additions pursuant to the provisions of Section 9 of Article I
of the Original Indenture;
(xii) The amount set forth in subparagraph
(vi) after deducting the amount, if any, set forth in
subparagraph (vii); and
(xiii) That all conditions precedent to the
taking of the credit or credits so requested by the Company
have been complied with.
(B) In the event that the Officers' Certificate delivered to
the Trustee pursuant to the provisions of paragraph (A) of this Section shall
state, pursuant to the requirements of subparagraph (vi), the Cost or Fair Value
of Available Permanent Additions acquired by the Company during the preceding
calendar year, the documents specified in paragraphs 2, 3, 5, 6 and 7 of
subdivision (B) of Section 3 of Article IV of the Original Indenture.
(C) An amount in cash equal to the sum set forth in
subparagraph (viii) of the Officers' Certificate provided for in paragraph (A)
hereof.
SECTION 3. All cash deposited with the Trustee as part of any
Maintenance or Improvement Deposit provided for in Section 1 of this Article,
may, at the option of the Company, be applied to the purchase of bonds under the
provisions of Section 2 of Article X of the Original Indenture or to the
redemption of bonds under the provisions of Section 3 of Article X of the
Original Indenture or may be withdrawn by the Company at any time to reimburse
the Company for the cost of a Net Amount of Available Permanent Additions
(excluding, however, from any such Available Permanent Additions all Permanent
Additions included in any certificate delivered to the Trustee for the purpose
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of obtaining a credit against any Maintenance or Improvement Deposit provided
for in Section 1 of this Article to the extent that such Permanent Additions
have been used for any such credit). The Trustee shall pay to or upon the
written order of the Company all or any part of such cash upon the receipt by
the Trustee of:
(a) A Resolution requesting such payment; and
(b) The documents specified in paragraphs 2, 5, 6 and
7 of subdivision (B) of Section 3 of Article IV of the
Original Indenture, with such modifications, additions and
omissions as may be appropriate in the light of the purposes
for which they are used.
ARTICLE III.
Covenants of the Company.
SECTION 1. The Company hereby covenants and agrees with the
Trustee, for the benefit of the Trustee and all the present and future holders
of the Bonds, that the Company will pay the principal of, and interest on, all
bonds issued or to be issued as aforesaid under and secured by the Original
Indenture as hereby supplemented, as well as all bonds which may be hereafter
issued in exchange or substitution therefor, and will perform and fulfill all of
the terms, covenants and conditions of the Original Indenture and of this
Thirtieth Supplemental Indenture with respect to the additional bonds to be
issued under the Original Indenture as hereby supplemented.
SECTION 2. The Company covenants and agrees that so long as
any of the Bonds are outstanding (a) the Company will not make any Stock Payment
if, after giving effect thereto, its retained earnings, computed in accordance
with generally accepted accounting principles consistently applied, will be less
than the sum of (i) Excluded Earnings, if any, since January 31, 1994, and (ii)
$20,000,000; (b) Stock Payments made more than 40 days after the commencement,
and prior to the expiration, of any Restricted Period shall not exceed 65% of
the Company's Net Income during such Restricted Period; and (c) the Company will
not authorize a Stock Payment if there has occurred and is continuing an event
of default under subsections (a) and (b) of Section 1 of Article XI of the
Original Indenture.
For the purposes of this Section 2 the following terms shall
have the following meanings:
"Capitalization" shall mean the sum of (i) the aggregate
principal amount of all Debt at the time outstanding, (ii) the aggregate par or
stated value of all capital stock of the Company of all classes at the time
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outstanding, (iii) premium on capital stock, (iv) capital surplus, and (v)
retained earnings.
"Debt" means (i) all indebtedness, whether or not represented
by bonds, debentures, notes or other securities, for the repayment of money
borrowed, (ii) all deferred indebtedness for the payment of the purchase price
of property or assets purchased (but Debt shall not be deemed to include
Customer Advances for construction or any bonds issued under the Indenture which
are not Outstanding Bonds), (iii) leases which have been or, in accordance with
generally accepted accounting principles, should be recorded as capital leases
and (iv) guarantees of the obligations of another of the nature described in
clauses (i), (ii) or (iii) which have been or, in accordance with generally
accepted accounting principles, should be recorded as debt.
"Determination Date" shall mean the last day of each calendar
quarter. Any calculation with respect to any Determination Date shall be based
on the Company's balance sheet as of such date.
"Excluded Earnings" shall mean 35% of the Company's Net Income
during any Restricted Period.
"Net Income" for any particular Restricted Period shall mean
the amount of net income properly attributable to the conduct of the business of
the Company for such period, as determined in accordance with generally accepted
accounting principles consistently applied, after payment of or provision for
taxes on income for such period.
"Outstanding Bonds" shall mean bonds which are outstanding
within the meaning indicated in Section 20 of Article I of the Original
Indenture except that, in addition to the bonds referred to in clauses (a), (b)
and (c) of said Section 20, said term shall not include bonds for the retirement
of which sufficient funds have been deposited with the Trustee with irrevocable
instructions to apply such funds to the retirement of such bonds at a specified
time, which may be either the maturity thereof or a specified redemption date,
whether or not notice of redemption shall have been given.
"Restricted Period" shall mean a period commencing on any
Determination Date on which the total Debt of the Company is, or as the result
of any Stock Payment then declared or set aside and to be made thereafter will
be, more than 70% of Capitalization, and continuing until the third consecutive
Determination Date on which the total Debt of the Company does not exceed 70% of
Capitalization.
"Stock Payment" shall mean any payment in cash or property
(other than stock of the Company) to any holder of shares of any class of
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capital stock of the Company as such holder, whether by dividend or upon the
purchase, redemption, conversion or other acquisition of such shares, or
otherwise.
SECTION 3. The Company covenants and agrees that so long as
any of the Bonds are outstanding, neither the Company nor any subsidiary of the
Company will, directly or indirectly, lend or in any manner extend its credit
to, or indemnify, or make any donation or capital contribution to, or purchase
any security of, any corporation which directly or indirectly controls the
Company, or any subsidiary or affiliate (other than an affiliate which is a
subsidiary of the Company) of any such corporation.
ARTICLE IV.
The Trustee.
SECTION 1. The Trustee hereby accepts the trust hereby
declared and provided, and agrees to perform the same upon the terms and
conditions in the Original Indenture, as supplemented by this Thirtieth
Supplemental Indenture.
SECTION 2. Subject to the provisions of Article XIII of the
Original Indenture, the Trustee may execute any of the trusts or powers hereof
and perform any of its duties by or through and consult with attorneys, agents,
officers or employees selected by the Trustee in its sole discretion. The
Trustee shall be entitled to advice of counsel concerning all matters of trusts
hereof and the duties hereunder and may in all case pay such reasonable
compensation to all such attorneys, agents, officers and employees as may
reasonably be employed in connection with the trusts hereof. The Trustee may act
and rely upon the opinion or advice of any attorney (who may be the attorney or
attorneys for the Company). The Trustee may act and rely on written opinions of
experts employed by the Trustee and such advice shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by the Trustee hereunder in good faith and in reliance thereon. The Trustee
shall not be responsible for any loss or damage resulting from any action or
non-action in good faith taken in reliance upon such opinion or advice. The
Trustee shall not be bound to confirm, verify or make any investigation into the
facts or matters stated in any financial or other statements, resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order or other paper or document furnished pursuant to the terms
hereof.
SECTION 3. Before the Trustee shall be required to foreclose
on, or to take control or possession of, the real property or leasehold interest
(the "Premises") which may be the subject of any mortgage or mortgages for which
the Trustee is mortgagee in connection with the issuance of the Bonds, the
Trustee shall be indemnified and held harmless by the holders and/or beneficial
-27-
owners of the Bonds from and against any and all expense, loss, or liability
that may be suffered by the Trustee in connection with any spill, leak or
release which may have occurred on or invaded the Premises or any contamination
by an Hazardous Substance (hereinafter defined), whether caused by the Company
or any other person or entity, including, but not limited to, (1) any and all
reasonable expenses that the Trustee may incur in complying with any of the
Environmental Statutes (hereinafter defined), (2) any and all reasonable costs
that the Trustee may incur in studying or remedying any spill, leak or release
which may have occurred on or invaded the Premises or any contamination, (3) any
and all fines or penalties assessed upon the Trustee by reason of such
contamination, (4) any and all loss of value of the Premises or the improvements
thereon by reason of such contamination, and (5) any and all legal fees and
costs reasonably incurred by the Trustee in connection with any of the
foregoing. As used in this Section, contamination by any Hazardous Substance
shall include contamination, arising from the presence, creation, production,
collection, treatment, disposal, discharge, release, storage, transport or
transfer of any Hazardous Substance at or from the Premises or any improvements
thereon. As used in this Section, the term "Hazardous Substance" shall mean
petroleum hydrocarbons or any substance which (a) constitutes a hazardous waste
or substance under any applicable federal, state or local law, rule, order or
regulation now or hereafter adopted; (b) constitutes a "hazardous substance" as
such term is defined under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended (42 U.S.C. Section 9601 et seq.) and
the regulations issued thereunder and any comparable state or local law or
regulation; (c) constitutes a "hazardous waste" under the Resource Conservation
and Recovery Act, (42 U.S.C. Section 6991) and the regulations issued thereunder
and any comparable state or local law or regulation; (d) constitutes a
pollutant, contaminant, chemical or industrial, toxic or hazardous substance or
waste as such terms are defined under Federal Clean Water Act, as amended (33
U.S.C. Section 1251 et seq.), the Toxic Substances Control Act, as amended (15
U.S.C. Section 2601 et seq.), or any comparable state or local laws or
regulations; (e) exhibits any of the characteristics enumerated in 40 C.F.R.
Sections 261.20 - 261.24, inclusive; (f) those extremely hazardous substances
listed in Section 302 of the Superfund Amendments and Reauthorization Act of
1986 (Public Law 99-499, 100 Stat. 1613) which are present in threshold planning
or reportable quantities as defined under such act; (g) toxic or hazardous
chemical substances which are present in quantities which exceed exposure
standards as those terms are defined under Sections 6 and 8 of the Occupational
Safety and Health Act, as amended (29 U.S.C. Sections 655 and 657 and 29 C.F.R.
Part 1910, subpart 2); and (h) any asbestos, petroleum-based products or any
Hazardous Substance contained within or release from any underground or
aboveground storage tanks. As used in this Section, the term "Environmental
Statutes" shall mean the statutes, laws, rules, orders and regulations referred
to in (a) through (h) inclusive in the preceding sentence.
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ARTICLE V.
Miscellaneous.
SECTION 1. This instrument is executed and shall be construed
as an indenture supplemental to the Original Indenture, and shall form a part
thereof, and except as hereby supplemented, the Original Indenture and the
First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth,
Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth,
Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third,
Twenty-Fourth, Twenty-Fifth, Twenty-Sixth, Twenty- Seventh, Twenty-Eighth and
Twenty-Ninth Supplemental Indentures are hereby confirmed. All references in
this Thirtieth Supplemental Indenture to the Original Indenture shall be deemed
to refer to the Original Indenture as heretofore amended and supplemented, and
all terms used herein shall be taken to have the same meaning as in the Original
Indenture, as so amended, except in the cases where the context clearly
indicates otherwise.
SECTION 2. Any notices to the Trustee under this Thirtieth
Supplemental Indenture shall be delivered to the Trustee by registered or
certified mail, hand delivery or other courier or express delivery service (with
receipt confirmed) or by telecopy (with receipt confirmed) at the following
address:
CoreStates Bank, N.A.
Corporate Trust Administration
000 Xxxxxx Xxxxxx, 0xx Xxxxx
X.X. 0-0-0-00
Xxxxxxxxxxxx, XX 00000
Attention: Philadelphia Suburban Water
Administrator
Telecopy: (000) 000-0000
Any change in such address or telecopy number may be made by notice to the
Company delivered in the manner set forth above.
SECTION 3. All recitals in this Thirtieth Supplemental
Indenture are made by the Company only and not by the Trustee; and all of the
provisions contained in the Original Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in
respect hereof as fully and with like effect as if set forth herein in full.
SECTION 4. Although this Thirtieth Supplemental Indenture is
dated for convenience and for the purpose of reference as of August 15, 1995,
the actual date or dates of execution hereof by the Company and the Trustee are
as indicated by their respective acknowledgments annexed hereto.
-29-
SECTION 5. In order to facilitate the recording or filing of
this Thirtieth Supplemental Indenture, the same may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original and
such counterparts shall together constitute but one and the same instrument.
-30-
IN WITNESS WHEREOF the parties hereto have caused their
corporate seals to be hereunto affixed and their authorized officers have hereto
affixed their signatures, and their authorized officers have duly attested the
execution hereof, as of the fifteenth day of August, 1995.
[CORPORATE SEAL] PHILADELPHIA SUBURBAN WATER
COMPANY
Attest: Xxx X. Xxxxx By: Xxxxxxx X. Xxxxxx
------------------- -----------------------------------
Asst. Secretary Vice President
[CORPORATE SEAL] CORESTATES BANK, N.A.
Attest: Xxxxx Xxxxxxxx By: Xxxxxxx X. Xxxxxxxx
------------------- -----------------------------------
Authorized Officer Authorized Officer
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Corestates Bank, N.A., Mortgagee and Trustee named in the
foregoing Thirtieth Supplemental Indenture, hereby certifies that its precise
name and the post office address of its Corporate Trust Department are as
follows:
CoreStates Bank, N.A.
X.X. Xxx 00000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Corporate Trust Department.
CORESTATES BANK, N.A.
By: Xxxxx Xxxxxxxx
---------------------------------------
Authorized Officer
-32-
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF XXXXXXXXXX )
On the 30th day of August, 1995, before me, the Subscriber, a
Notary Public for the Commonwealth of Pennsylvania, personally appeared Xxxxxxx
X. Xxxxxx, who acknowledged himself to be the Vice President of Philadelphia
Suburban Water Company, a corporation, and that he as such Vice President, being
authorized to do so, executed the foregoing Thirtieth Supplemental Indenture as
and for the act and deed of said corporation and for the uses and purposes
therein mentioned, by signing the name of the corporation by himself as such
officer.
In Witness Whereof I hereunto set my hand and official seal.
[NOTARIAL SEAL]
Xxxxx X. Xxxxx
----------------------------------
-00-
XXXXXXXXXXXX XX XXXXXXXXXXXX )
) ss.:
COUNTY OF PHILADELPHIA )
On the 29th day of August, 1995 before me, the Subscriber, a
Notary Public for the Commonwealth of Pennsylvania, personally appeared Xxxxxxx
X. Xxxxxxxx, who acknowledged himself to be a Vice President of CoreStates Bank,
N.A., Trustee, a national banking association, and that he as such Vice
President, being authorized to do so, executed the foregoing Thirtieth
Supplemental Indenture as and for the act and deed of said national banking
association and for the uses and purposes therein mentioned by signing the name
of said national banking association by herself as such officer.
In Witness Whereof I hereunto set my hand and official seal.
[NOTARIAL SEAL]
Xxxxxxxx X. Xxxxxx
-----------------------------------
-34-
EXHIBIT A
BONDS REDEEMED OR PAID AT MATURITY
Principal Amount
Paid of Redeemed
(If less than all Date
Series Bonds of Series) Paid Maturity
------ ---------------- ---- --------
3 1/4 % Series Due 1971 12/31/70 Redemption
9 5/8 % Series Due 1975 6/15/75 Maturity
9.15 % Series Due 1977 11/1/77 Maturity
3 % Series Due 1978 7/1/78 Maturity
3 3/8 % Series Due 1982 7/1/82 Maturity
3.90 % Series Due 1983 7/1/83 Maturity
3 1/2 % Series Due 1986 1/1/86 Maturity
4 1/2 % Series Due 1987 1/1/87 Maturity
4 1/8 % Series Due 1988 5/1/88 Maturity
5 % Series Due 1989 9/1/89 Maturity
4 5/8 % Series Due 1991 5/1/91 Maturity
4.70 % Series Due 1992 4/1/92 Maturity
6 7/8 % Series Due 1993 1/1/93 Maturity
4.55 % Series Due 1994 3/1/94 Maturity
10 1/8% Series Due 1995 $6,300,000 --------- Sinking Fund
10 1/8% Series Due 1995 $3,700,000 5/17/93 Redemption
9.20 % Series Due 2001 $3,850,000 --------- Sinking Fund
9.20 % Series Due 2001 $3,150,000 5/1/93 Redemption
8.40 % Series Due 2002 $5,850,000 --------- Sinking Fund
5.95 % Series Due 2002 $1,200,000 --------- Sinking Fund
12.45 % Series Due 2003 $1,000,000 8/1/93 Sinking Fund
12.45 % Series Due 2003 $9,000,000 8/2/93 Redemption
8 7/8 % Series Due 2010 $ 800,000 --------- Sinking Fund
8 7/8 % Series Due 2010 $7,200,000 6/30/92 Redemption
EXHIBIT B
COUNTY COMPANY'S REAL RECORDED IN
GRANTOR ESTATE INDEX NO. DATE OF DEED BOOK PAGE
------- ---------------- ------------ ---------
Kulicke and Xxxxx vii-D-3 8/16/95 Not Yet Recorded
Industries, Inc.
(Xxxxxxxxxx County)
Clover Croft vii-C-3 3/27/95 Not Yet Recorded
Farms, Inc.
(Uwchlan Twp.,
Xxxxxxx Co.)
