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Exhibit 4.2
DUQUESNE LIGHT COMPANY
TO
THE CHASE MANHATTAN BANK
TRUSTEE
---------------------
SUPPLEMENTAL INDENTURE NO. 15
Dated as of November 1, 1999
Supplemental to the Indenture of Mortgage
and Deed of Trust dated as of April 1, 1992
Establishing thirteen series of Securities designated
First Mortgage Bonds, Pollution Control Series
K1, K2 and K3
L1, L2 and X0
X0, X0, X0, X0 and M5,
N1 and N2
limited in aggregate principal amount, collectively, to $417,985,000
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SUPPLEMENTAL INDENTURE No. 15, dated as of November 1, 1999, between
DUQUESNE LIGHT COMPANY, a corporation duly organized and existing under the laws
of the Commonwealth of Pennsylvania (hereinafter sometimes called the
"Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation and
successor in trust to Mellon Bank, N.A., trustee (hereinafter sometimes called
the "Trustee"), under the Indenture of Mortgage and Deed of Trust, dated as of
April 1, 1992 (hereinafter called the "Original Indenture"), this Supplemental
Indenture No. 15 being supplemental thereto. The Original Indenture and any and
all indentures and instruments supplemental thereto are hereinafter sometimes
collectively called the "Indenture."
RECITALS OF THE COMPANY
The Original Indenture was authorized, executed and delivered by the
Company to provide for the issuance from time to time of its Securities (such
term and all other capitalized terms used herein without definition having the
meanings assigned to them in the Original Indenture), to be issued in one or
more series as contemplated therein, and to provide security for the payment of
the principal of and premium, if any, and interest, if any, on the Securities.
The Original Indenture has been recorded in the Recorders' Offices
of the various counties of Pennsylvania as follows:
In Allegheny County in Mortgage Book Vol. 12068, page 8;
In Beaver County in Mortgage Book Vol. 1208, page 520;
In Xxxxxx County in Mortgage Book Vol. 100, page 174;
In Washington County in Mortgage Book Vol. 1873, page 1;
In Xxxxxxxxxxxx County in Mortgage Book Vol. 2862, page 221;
and has also been recorded in the Office of the Clerk of County Commission of
Monongahela County, West Virginia, in Deed of Trust Book Vol. 672, page 129,
the Office of the Clerk of County Commission of Xxxxxxx County, West
Virginia, in Deed of Trust Book Vol. 293, page 46, the Recorder's Office of
Belmont County, Ohio, in Mortgage Book Vol. 586, page 273, the Recorder's
Office of Columbiana County, Ohio, in Mortgage Book Vol. 318, page 289, the
Recorder's Office of Jefferson County, Ohio, in Mortgage Book Vol. 65, page
675, the Recorder's Office of Lake County, Ohio, in Mortgage Book Vol. 711,
page 217, and the Recorder's Office of Monroe County, Ohio, in Mortgage Book
Vol. 129, page 301.
The Company has heretofore executed and delivered to the Trustee
Supplemental Indentures for the purposes recited therein and for the purpose of
creating series of Securities as set forth in Schedule A hereto.
The Company desires to establish thirteen series of Securities, each
series to have the designation, to be limited in aggregate principal amount and
to have the series number as set forth below:
Series Designation Principal Amount Series No.
------------------ ---------------- ----------
First Mortgage Bonds, Pollution Control Series K1 $49,500,000 10
First Mortgage Bonds, Pollution Control Series K2 $13,500,000 11
First Mortgage Bonds, Pollution Control Series K3 $33,955,000 12
First Mortgage Bonds, Pollution Control Series L1 $21,500,000 13
First Mortgage Bonds, Pollution Control Series L2 $20,500,000 14
First Mortgage Bonds, Pollution Control Series L3 $ 4,655,000 15
First Mortgage Bonds, Pollution Control Series M1 $25,000,000 16
First Mortgage Bonds, Pollution Control Series M2 $13,700,000 17
First Mortgage Bonds, Pollution Control Series M3 $18,000,000 18
First Mortgage Bonds, Pollution Control Series M4 $44,250,000 19
First Mortgage Bonds, Pollution Control Series M5 $75,500,000 20
First Mortgage Bonds, Pollution Control Series N1 $50,000,000 21
First Mortgage Bonds, Pollution Control Series N2 $47,925,000 22
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Total $417,985,000
The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 15 to establish the Securities of Series Nos. 10
through 22 and has duly authorized the issuance of such Securities; and all acts
necessary to make this Supplemental Indenture No. 15 a valid agreement of the
Company, and to make the Securities of Series Nos. 10 through 22 valid
obligations of the Company, have been performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 15 WITNESSETH, that,
in consideration of the premises and of the purchase of the Securities by the
Holders thereof, and in order to secure the payment of the principal of and
premium, if any, and interest, if any, on all Securities from time to time
Outstanding and the performance of the covenants contained therein and in the
Indenture and to declare the terms and conditions on which such Securities are
secured, the Company hereby grants, bargains, sells, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants
to the Trustee a security interest in, the following:
GRANTING CLAUSE FIRST
All right, title and interest of the Company in and to property
(other than Excepted Property), real, personal and mixed and wherever
situated, in any case used or to be used in or in connection with the
generation, purchase, transmission, distribution or sale by the Company of
electric energy (whether or not such use is the sole use of such
property), including without limitation (a) all lands, easements,
servitudes, licenses, permits, rights of way and other rights and
interests in or relating to real property or the occupancy or use of the
same; (b) all plants, generators, turbines, engines, boilers, fuel
handling and transportation facilities, air and water pollution control
and sewage and solid waste disposal facilities and other machinery and
facilities for the generation of electric energy; (c) all switchyards,
lines, towers, substations, transformers and other machinery and
facilities for the transmission of electric energy; (d) all lines, poles,
conduits, conductors, meters, regulators and other machinery and
facilities for the distribution of electric energy; (e) all buildings,
offices, warehouses and other structures; and (f) all pipes, cables,
insulators, ducts, tools, computers and other data processing and/or
storage equipment and other equipment, apparatus and facilities and all
other property, of whatever kind and nature, ancillary to or otherwise
used or to be used in conjunction with any or all of the foregoing or
otherwise, directly or indirectly, in furtherance of the generation,
purchase, transmission, distribution or sale by the Company of electric
energy;
GRANTING CLAUSE SECOND
Subject to the applicable exceptions permitted by Section 810,
Section 1303 and Section 1305 of the Original Indenture, all property
(other than Excepted Property) of the kind and nature described in
Granting Clause First which may be hereafter acquired by the Company, it
being the intention of the Company that all such property acquired by the
Company after the date of the execution and delivery of this Supplemental
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Indenture No. 15 shall be as fully embraced within and subjected to the
Lien hereof as if such property were owned by the Company as of the date
of the execution and delivery of this Supplemental Indenture No. 15;
GRANTING CLAUSE FOURTH
All other property of whatever kind and nature subjected or intended
to be subjected to the Lien of the Indenture by any of the terms and
provisions thereof;
EXCEPTED PROPERTY
Expressly excepting and excluding, however, from the Lien and
operation of the Indenture all Excepted Property of the Company, whether
now owned or hereafter acquired;
TO HAVE AND TO HOLD all such property, real, personal and mixed,
unto the Trustee forever;
SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been
granted by the Company to other Persons pRior to the date of the execution and
delivery of the Original Indenture and subject also, as to any property acquired
by the Company after the date of execution and delivery of the Original
Indenture, to vendors' Liens, purchase money mortgages and other Liens thereon
at the time of the acquisition thereof (including, but not limited to, the Lien
of any Class "A" Mortgage), it being understood that with respect to any of such
property which was at the date of execution and delivery of the Original
Indenture or thereafter became or hereafter becomes subject to the Lien of any
Class "A" Mortgage, the Lien of the Indenture shall at all times be junior and
subordinate to the Lien of such Class "A" Mortgage;
IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the Holders from time to time of all Outstanding Securities without
any priority of any such Security over any other such Security;
PROVIDED, HOWEVER, that if, after the right, title and interest of
the Trustee in and to the Mortgaged Property shall have ceased, terminated and
become void in accordance with Article Nine of the Original Indenture, the
principal of and premium, if any, and interest, if any, on the Securities shall
have been paid to the Holders thereof, or shall have been paid to the Company
pursuant to Section 603 of the Original Indenture, then and in that case the
Indenture and the estate and rights thereby granted shall cease, terminate and
be void, and the Trustee shall cancel and discharge the Indenture and execute
and deliver to the Company such instruments as the Company shall require to
evidence the discharge thereof; otherwise the Indenture shall be and remain in
full force and effect; and
THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:
ARTICLE ONE
TENTH THROUGH TWENTY-SECOND SERIES OF SECURITIES
There are hereby created thirteen series of Securities each having
the designation and being limited in aggregate principal amount as set forth
below:
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Series Designation Principal Amount
------------------ ----------------
First Mortgage Bonds, Pollution Control Series K1 $ 49,500,000
First Mortgage Bonds, Pollution Control Series K2 $ 13,500,000
First Mortgage Bonds, Pollution Control Series K3 $ 33,955,000
First Mortgage Bonds, Pollution Control Series L1 $ 21,500,000
First Mortgage Bonds, Pollution Control Series L2 $ 20,500,000
First Mortgage Bonds, Pollution Control Series L3 $ 4,655,000
First Mortgage Bonds, Pollution Control Series M1 $ 25,000,000
First Mortgage Bonds, Pollution Control Series M2 $ 13,700,000
First Mortgage Bonds, Pollution Control Series M3 $ 18,000,000
First Mortgage Bonds, Pollution Control Series M4 $ 44,250,000
First Mortgage Bonds, Pollution Control Series M5 $ 75,500,000
First Mortgage Bonds, Pollution Control Series N1 $ 50,000,000
First Mortgage Bonds, Pollution Control Series N2 $ 47,925,000
=============
Total $417,985,000
The form and terms of the Securities of each of Series Nos. 10
through 22 shall be established in or pursuant to an Officer's Certificate.
ARTICLE TWO
AMENDMENTS
SECTION 1. CURRENT AMENDMENTS.
(a) Section 301 of the Original Indenture is hereby amended to read as
follows:
SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.
Subject to the provisions of Article Four, the aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.
The Securities may be issued in one or more series. Subject to the
last paragraph of this Section, prior to the authentication and delivery
of Securities of any series there shall be established by specification in
a supplemental indenture or in a Board Resolution, or in an Officer's
Certificate pursuant to a supplemental indenture or a Board Resolution
(provided, however, that the information contemplated by clauses (a) and
(b) below shall in any event be set forth in a supplemental indenture):
(a) the title of the Securities of such series (which shall
distinguish the Securities of such series from Securities of all
other series);
(b) any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Securities of such series pursuant to Section 304,
305, 306, 506 or 1406 and except for any Securities which, pursuant
to Section 303, are deemed never to have been authenticated and
delivered hereunder);
(c) the Persons (without specific identification) to whom
interest on Securities of such series, or any Tranche thereof, shall
be payable on any Interest Payment Date, if other than the Persons
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in whose names such Securities (or one or more Predecessor
Securities) are registered at the close of business on the Regular
Record Date for such interest;
(d) the date or dates on which the principal of the Securities
of such series, or any Tranche thereof, is payable or any formulary
or other method or other means by which such date or dates shall be
determined, by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise (without regard
to any provisions for redemption, prepayment, acceleration, purchase
or extension);
(e) the rate or rates at which the Securities of such series,
or any Tranche thereof, shall bear interest, if any (including the
rate or rates at which overdue principal shall bear interest, if
different from the rate or rates at which such Securities shall bear
interest prior to Maturity, and, if applicable, the rate or rates at
which overdue premium or interest shall bear interest, if any), or
any formulary or other method or other means by which such rate or
rates shall be determined, by reference to an index or other fact or
event ascertainable outside of this Indenture or otherwise; the date
or dates from which such interest shall accrue; the Interest Payment
Dates on which such interest shall be payable and the Regular Record
Date, if any, for the interest payable on such Securities on any
Interest Payment Date; and the basis of computation of interest, if
other than as provided in Section 310;
(f) the place or places at which and/or the methods (if other
than as provided elsewhere in this Indenture) by which (i) the
principal of and premium, if any, and interest, if any, on
Securities of such series, or any Tranche thereof, shall be payable,
(ii) registration of transfer of Securities of such series, or any
Tranche thereof, may be effected, (iii) exchanges of Securities of
such series, or any Tranche thereof, may be effected and (iv)
notices and demands to or upon the Company in respect of the
Securities of such series, or any Tranche thereof, and this
Indenture may be served; the Security Registrar and any Paying Agent
or Agents for such series or Tranche; and, if such is the case, that
the principal of such Securities shall be payable without the
presentment or surrender thereof;
(g) the period or periods within which or the date or dates on
which, the price or prices at which and the terms and conditions
upon which the Securities of such series, or any Tranche thereof,
may be redeemed, in whole or in part, at the option of the Company;
(h) the obligation or obligations, if any, of the Company to
redeem or purchase the Securities of such series, or any Tranche
thereof, pursuant to any sinking fund or other mandatory redemption
provisions or at the option of a Holder thereof and the period or
periods within which or the date or dates on which, the price or
prices at which and the terms and conditions upon which such
Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and applicable exceptions to the
requirements of Section 504 in the case of mandatory redemption or
redemption at the option of the Holder;
(i) the denominations in which Securities of such series, or
any Tranche thereof, shall be issuable if other than denominations
of One Thousand Dollars ($1,000) and any integral multiple thereof;
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(j) the currency or currencies, including composite currencies,
in which payment of the principal of and premium, if any, and
interest, if any, on the Securities of such series, or any Tranche
thereof, shall be payable (if other than in Dollars); it being
understood that, for purposes of calculations under this Indenture
(including calculations of Annual Interest Requirements contemplated
by Section 103 and calculations of principal amount under Article
Four), any amounts denominated in a currency other than Dollars or
in a composite currency shall be converted to Dollar equivalents by
calculating the amount of Dollars which could have been purchased by
the amount of such other currency based on such quotations or
methods of determination as shall be specified pursuant to this
clause (j);
(k) if the principal of or premium, if any, or interest, if
any, on the Securities of such series, or any Tranche thereof, are
to be payable, at the election of the Company or a Holder thereof,
in a coin or currency other than that in which the Securities are
stated to be payable, the coin or currency in which payment of any
amount as to which such election is made will be payable, the period
or periods within which, and the terms and conditions upon which,
such election may be made; it being understood that, for purposes of
calculations under this Indenture (including calculations of Annual
Interest Requirements contemplated by Section 103 and calculations
of principal amount under Article Four), any such election shall be
required to be taken into account, in the manner contemplated in
clause (j) of this paragraph, only after such election shall have
been made.
(l) if the principal of or premium, if any, or interest, if any,
on the Securities of such series, or any Tranche thereof, are to be
payable, or are to be payable at the election of the Company or a
Holder thereof, in securities or other property, the type and amount
of such securities or other property, or the formulary or other
method or other means by which such amount shall be determined, and
the period or periods within which, and the terms and conditions
upon which, any such election may be made; it being understood that
all calculations under this Indenture (including calculations of
Annual Interest Requirements contemplated by Section 103 and
calculations of principal amount under Article Four) shall be made
on the basis of the fair market value of such securities or the fair
value of such other property, in either case as of the most recent
practicable date, except that, in the case of any amount of
principal or interest that may be so payable at the election of the
Company or a Holder, if such election shall not yet have been made,
such calculations shall be made on the basis of the amount of
principal or interest, as the case may be, that would be payable if
no such election were made;
(m) if the amount payable in respect of principal of or
premium, if any, or interest, if any, on the Securities of such
series, or any Tranche thereof, may be determined with reference to
an index orother fact or event ascertainable outside of this Inden-
ture, themanner in which such amounts shall be determined (to the
established pursuant to clause (e) of this paragraph); it being
extent not understood that all calculations under this Indenture
(including calculations of Annual Interest Requirements contemplated
by Section 103 (except as otherwise provided in such Section) and
calculations of principal amount under Article Four) shall be made
on the basis of the amount that would be payable as principal if
such principal were due, or on the basis of the interest rates in
effect, as the case may be, on the date next preceding the date of
such calculation;
6
(n) if other than the principal amount thereof, the portion of
the principal amount of Securities of such series, or any Tranche
thereof, which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 1002;
(o) the terms, if any, pursuant to which the Securities of such
series, or any Tranche thereof, may be converted into or exchanged
for shares of capital stock or other securities of the Company or
any other Person;
(p) the obligations or instruments, if any, which shall be
considered to be Eligible Obligations in respect of the Securities
of such series, or any Tranche thereof, denominated in a currency
other than Dollars or in a composite currency, and any additional or
alternative provisions for the reinstatement of the Company's
indebtedness in respect of such Securities after the satisfaction
and discharge thereof as provided in Section 901;
(q) if the Securities of such series, or any Tranche thereof,
are to be issued in global form, (i) any limitations on the rights
of the Holder or Holders of such Securities to transfer or exchange
the same or to obtain the registration of transfer thereof, (ii) any
limitations on the rights of the Holder or Holders thereof to obtain
certificates therefor in definitive form in lieu of temporary form
and (iii) any and all other matters incidental to such Securities;
(r) if the Securities of such series, or any Tranche thereof,
are to be issuable as bearer securities, any and all matters
incidental thereto which are not specifically addressed in a
supplemental indenture as contemplated by clause (f) of Section
1401;
(s) to the extent not established pursuant to clause (q) of
this paragraph, any limitations on the rights of the Holders of the
Securities of such Series, or any Tranche thereof, to transfer or
exchange such Securities or to obtain the registration of transfer
thereof; and if a service charge will be made for the registration
of transfer or exchange of Securities of such series, or any Tranche
thereof, the amount or terms thereof;
(t) any exceptions to Section 116, or variation in the defini-
tion of Business Day, with respect to the Securities of such series,
or any Tranche thereof; and
(u) any other terms of the Securities of such series, or any
Tranche thereof, not inconsistent with the provisions of the
Indenture.
With respect to Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto or the Board Resolution which
establishes such series, or the Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may
provide general terms or parameters for Securities of such series and
provide either that the specific terms of Securities of such series, or
any Tranche thereof, shall be specified in a Company Order or that such
terms shall be determined by the Company or its agents in accordance with
procedures specified in a Company Order as contemplated by clause (b) of
Section 401.
(b) The definition of "Stated Interest Rate" in Section 101 of the
Original Indenture is hereby amended to read as follows:
7
"STATED INTEREST RATE" means a rate (whether fixed or
variable) at which an obligation by its terms is stated to bear
simple interest. Any calculation or other determination to be made
under this Indenture by reference to the Stated Interest Rate on a
Security shall be made without regard to the effective interest cost
to the Company of such Security and without regard to the Stated
Interest Rate on, or the effective cost to the Company of, any other
obligation for which such Security is pledged or otherwise delivered
as security.
(c) (i) Clause (c)(i) in Section 804 of the Original Indenture is hereby
amended to delete the phrase "to the Company";
(ii) Clause (c)(iii)(B) in Section 804 of the Original Indenture is
hereby amended to delete the phrase "to the Company" the first time it currently
appears; and
(iii) Clause (d) in Section 804 of the Original Indenture is hereby
amended to delete the phrase "to the Company".
(d) Section 1108 of the Original Indenture is hereby amended to read as
follows:
SECTION 1108. DISQUALIFICATION; CONFLICTING INTERESTS.
If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either
eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided
in the Trust Indenture Act and this Indenture. For purposes of
Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee, in its capacity as trustee in
respect of the Securities of any series, shall not be deemed to have
a conflicting interest arising from its capacity as trustee in
respect of the Securities of any other series.
(e) Section 1113 of the Original Indenture is hereby amended to read as
follows:
SECTION 1113. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
If the Trustee shall be or become a creditor of the Company
or any other obligor upon the Securities (other than by reason of a
relationship described in Section 311(b) of the Trust Indenture
Act), the Trustee shall be subject to any and all applicable
provisions of the Trust Indenture Act regarding the collection of
claims against the Company or such other obligor. For purposes of
Section 311(b) of the Trust Indenture Act:
(a) the term "cash transaction" means any transaction in which
full payment for goods or securities sold is made within seven days
after delivery of the goods or securities in currency or in checks
or other orders drawn upon banks or bankers and payable upon demand;
and
(b) the term "self-liquidating paper" means any draft, xxxx of
exchange, acceptance or obligation which is made, drawn, negotiated
or incurred by the Company or such obligor for the purpose of
financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and which is secured by
documents evidencing title to, possession of, or a lien upon, the
goods, wares or merchandise or the receivables or proceeds arising
from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the
8
Trustee simultaneously with the creation of the creditor
relationship with the Company or such obligor arising from the
making, drawing, negotiating or incurring of the draft, xxxx of
exchange, acceptance or obligation.
(f) Subsection (g) of Section 107 of the Original Indenture is hereby
amended by adding at the end thereof the following:
Any such request, demand, authorization, direction, notice, consent,
waiver or other Act, given or made as aforesaid, shall be effective
whether or not the Holders which authorized or agreed or consented
to the same remain Holders after such record date and whether or not
the Securities held by such Holders remain Outstanding after such
record date.
(g) Clause (ii) of subsection (b) of Section 104 of the Original
Indenture is hereby amended by:
(i) deleting the word "and" at the end of subclause (B)
therein;
(ii) adding after said subclause (B) a new subclause (C) reading
as follows:
"(C) the Cost or fair value to the Company (whichever is
less) of any Property Additions not theretofore so added
and which the Company then elects so to add, to the extent
that the same shall have been made the basis of the release
of Funded Property retired (such fair value to be the
amount shown in the Engineer's Certificate delivered to the
Trustee in connection with such release); and"
and
(iii) changing old subclause (C) to subclause (D).
(h) Subsection (c) of Section 104 of the Original Indenture is hereby
amended by deleting from the first clause of the first paragraph thereof the
phrase "made the basis under any of the provisions of this Indenture of one or
more Authorized Purposes".
SECTION 2. PROSPECTIVE AMENDMENTS.
The Holders of the Securities of Series Nos. 10 through 22 shall be
deemed to have consented to the execution and delivery of a supplemental
indenture containing one or more, or all, the amendments to the Original
Indenture set forth below:
(a) The amendment of the definition of Stated Interest Rate in
Section 101 of the Original Indenture to read as follows:
"STATED INTEREST RATE" means a rate (whether fixed or
variable) at which an obligation by its terms is stated to bear simple
interest. Any calculation or other determination to be made under this
Indenture by reference to the Stated Interest Rate on an obligation shall
be made (a) if the Company's obligations in respect of any other
indebtedness shall be evidenced or secured in whole or in part by such
obligation, by reference to the lower of the Stated Interest Rate on such
obligation and the Stated Interest Rate on such other indebtedness and (b)
9
without regard to the effective interest cost to the Company of such
obligation or of any such other indebtedness.
(b) The amendment of the definition of "Cost" in Section 104 of
the Original Indenture to read as follows:
Except as otherwise provided in Section 803, the term
"COST" with respect to Property Additions shall mean the sum of (i) any
cash delivered in payment therefor or for the acquisition thereof, (ii) an
amount equivalent to the fair market value in cash (as of the date of
delivery) of any securities or other property delivered in payment
therefor or for the acquisition thereof, (iii) the principal amount of any
obligations secured by prior Lien (other than a Class A Mortgage) upon
such Property Additions outstanding at the time of the acquisition
thereof, (iv) the principal amount of any other obligations incurred or
assumed in connection with the payment for such Property Additions or for
the acquisition thereof and (v) any other amounts which, in accordance
with generally accepted accounting principles, are properly charged or
chargeable to the plant or other property accounts of the Company with
respect to such Property Additions as part of the cost of construction or
acquisition thereof, including, but not limited to, any allowance for
funds used during construction or any similar or analogous amount;
provided, however, that, notwithstanding any other provision of this
Indenture,
(x) with respect to Property Additions owned by a successor
corporation immediately prior to the time it shall have become such
by consolidation or merger or acquired by a successor corporation in
or as a result of a consolidation or merger (excluding, in any case,
Property Additions owned by the Company immediately prior to such
time), Cost shall mean the amount or amounts at which such Property
Additions are recorded in the plant or other property accounts of
such successor corporation, or the predecessor corporation from
which such Property Additions are acquired, as the case may be,
immediately prior to such consolidation or merger;
(y) with respect to Property Additions which shall have
been acquired (otherwise than by construction) by the Company
without any consideration consisting of cash, securities or other
property or the incurring or assumption of indebtedness, no
determination of Cost shall be required, and, wherever in this
Indenture provision is made for Cost or fair value, Cost with
respect to such Property Additions shall mean an amount equal to the
fair value to the Company thereof or, if greater, the aggregate
amount reflected in the Company's books of account with respect
thereto upon the acquisition thereof; and
(z) in no event shall the Cost of Property Additions be
required to reflect any depreciation or amortization in respect of
such Property Additions, or any adjustment to the amount or amounts
at which such Property Additions are recorded in plant or other
property accounts due to the non-recoverability of investment or
otherwise.
(c) The amendment of the proviso to clause (d) in Section 803
of the Original Indenture to:
(1) delete therefrom clause (x) or to provide that clause
(x) may be disregarded upon specified conditions; and/or
(2) (a) to delete therefrom clause (z) or to provide that
clause (z) may be disregarded upon specified conditions; or
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(b) to delete from clause (z) therein the phrase
"fifteen per centum (15%) of"; or
(c) to change the phrase "fifteen per centum (15%)"
in clause (z) therein to any higher percentage not exceed-
ing one hundred per centum (100%).
(d) The addition to the Original Indenture of a definition of
the term "purchase money mortgage" substantially to the following effect:
"PURCHASE MONEY MORTGAGE" means, with respect to any
property being acquired or disposed of by the Company or being
released from the Lien of this Indenture, a Lien on such property
which
(a) is taken or retained by the transferor of such property
to secure all or part of the purchase price thereof;
(b) is granted to one or more Persons other than the
transferor which, by making advances or incurring an obligation,
give value to enable the grantor of such Lien to acquire rights in
or the use of such property;
(c) is granted to any other Person in connection with the
release of such property from the Lien of this Indenture on the
basis of the deposit with the Trustee or the trustee or other holder
of a Lien prior to the Lien of this Indenture of obligations secured
by such Lien on such property (as well as any other property subject
thereto);
(d) is held by a trustee or agent for the benefit of one or
more Persons described in clause (a), (b) and/or (c) above, provided
that such Lien may be held, in addition, for the benefit of one or
more other Persons which shall have theretofore given, or may
thereafter give, value to or for the benefit or account of the
grantor of such Lien for one or more other purposes; or
(e) otherwise constitutes a purchase money mortgage or a
purchase money security interest under applicable law;
and, without limiting the generality of the foregoing, for purposes of
this Indenture, the term shall be deemed to include any Lien described
above whether or not such Lien (x) shall permit the issuance or other
incurrence of additional indebtedness secured by such Lien on such
property, (y) shall permit the subjection to such Lien of additional
property and the issuance or other incurrence of additional indebtedness
on the basis thereof and/or (z) shall have been granted prior to the
acquisition, disposition or release of such property, shall attach to or
otherwise cover property other than the property being acquired, disposed
of or released and/or shall secure obligations issued prior and/or
subsequent to the issuance of the obligations delivered in connection with
such acquisition, disposition or release.
(e) The addition to the Original Indenture of a definition of the
term "fair value" substantially to the following effect:
"FAIR VALUE", with respect to property, means the fair
value of such property as may be determined by reference to (a)
the amount which would be likely to be obtained in an
arm's-length transaction with respect to such property between an
informed and willing buyer and an informed and willing seller,
under no compulsion, respectively, to buy or sell, (b) the amount
11
of investment with respect to such property which, together with
a reasonable return thereon, would be likely to be recovered
through ordinary business operations or otherwise, (c) the Cost,
accumulated depreciation and replacement cost with respect to
such property and/or (d) any other relevant factors; provided,
however, that (x) the fair value of property shall be determined
without deduction for any Liens on such property prior to the
Lien of this Indenture (except as otherwise provided in Section
803) and (y) the fair value to the Company of Property Additions
shall not reflect any reduction relating to the fact that such
Property Additions may be of less value to a Person which is not
the owner or operator of the Mortgaged Property or any portion
thereof than to a Person which is such owner or operator. Fair
value may be determined, without physical inspection, by the use
of accounting and engineering records and other data maintained
by the Company or otherwise available to the Expert certifying
the same.
(f) (i) The amendment of the proviso to clause (i) of sub-
section (b) of Section 404 of the Original Indenture to read as follows:
provided, however, that no Net Earnings Certificate shall
be required to be delivered; and
(ii) The amendment of the proviso to clause (ii) of sub-
section (b) of Section 402 of the Original Indenture to read as
follows:
provided, however, that no Net Earnings Certificate shall
be required to be delivered if there shall be delivered an
Officer's Certificate to the effect that such Class "A"
Bonds were authenticated and delivered under the related
Class "A" Mortgage on the basis of retired Class "A" Bonds;
and
ARTICLE THREE
MISCELLANEOUS PROVISIONS
This Supplemental Indenture No. 15 is a supplement to the
Indenture. As supplemented by this Supplemental Indenture No. 15, the
Indenture is in all respects ratified, approved and confirmed, and the
Indenture and this Supplemental Indenture No. 15 shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 15 to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
DUQUESNE LIGHT COMPANY
By: /S/ XXXXXXX XXXXXXXX
------------------------
Treasurer
Attest:
/S/ XXXXXX XXXXXXXX
-----------------------
Secretary
12
THE CHASE MANHATTAN BANK, Trustee
By: /S/XXXX XXXXXXXXX
---------------------------
Vice President
Attest:
/S/ XXX XXXXXXXXX
------------------------
Authorized Officer
< 13
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ALLEGHENY )
On the 15th day of November, 1999, before me personally came Xxxxxxx
X. Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that
she is the Treasurer of Duquesne Light Company, the corporation described in and
which executed the foregoing instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.
/S/ XXXXX X. XXXXXX
---------------------
Notary Public
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ALLEGHENY )
On the 15th day of November, 1999, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of The Chase Manhattan Bank, the banking corporation described in and
which executed the foregoing instrument; that he knows the seal of said banking
corporation; that the seal affixed to said instrument is the seal of said
banking corporation; that it was so affixed by authority of the Board of
Directors of said banking corporation, and that he signed his name thereto by
like authority.
/S/XXXXXX X. XXXXXXX
-------------------------
Notary Public
14
CERTIFICATE OF PRECISE RESIDENCE
I hereby certify that the precise residence of The Chase Manhattan
Bank is Xxx Xxxxxx Xxxxxx Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx.
/S/XXXX XXXXXXXXX
-------------------------------------------
Authorized Signatory of The Chase
Manhattan Bank
November 15, 1999
15
SCHEDULE A
Supplemental Securities of Series Principal Amount
Indenture No. Dated as of Series No. Designation Authorized Issued(1) Outstanding(1)
------------- ------------ ------------- ----------- ---------- --------- --------------
1 April 1, 1992 1 Secured Medium- $400,000,000 $400,000,000 $203,000,000
Term Notes,
Series B
2 October 1, 1992 2 First Collateral $400,000,000 $400,000,000 $240,000,000
Trust Bonds,
Series C
3 December 1, 1992 3 First Collateral $ 47,925,000 $ 47,925,000 $ 47,925,000
Trust Bonds,
Pollution
Control Series X
0 Xxxxx 00, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
5 June 1, 1993 4 First Collateral $300,000,000 $300,000,000 $300,000,000
Trust Bonds,
Series E
6 June 1, 1993 5 First Collateral $ 25,000,000 $ 25,000,000 $ 25,000,000
Trust Bonds,
Pollution
Control Series F
7 August 1, 1993 6 First Collateral $ 20,500,000 $ 20,500,000 $ 20,500,000
Trust Bonds,
Pollution
Control Series X
0 Xxxxx 00, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
9 October 1, 1994 7 First Collateral $ 75,500,000 $ 75,500,000 $ 75,500,000
Trust Bonds,
Pollution
Control Series X
00 Xxxxx 00, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
11 June 1, 1995 8 First Collateral $923,000,000 $923,000,000 None
Trust Bonds,
Series I
12 September 1, 1995 9 First Mortgage $685,000,000 $345,000,000 $280,000,000(2)
Bonds, Series J
00 Xxxxx 00, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
00 Xxxxx 00, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
___________________
1 As of November 15th, 1999.
2 $45,000,000 scheduled to be paid at maturity on November 16, 1999.
16
RECORDING INFORMATION
Allegheny County, Pennsylvania
Office of Recorder of Deeds
Recorded
Mortgage Book Volume
Beaver County, Pennsylvania
Office of Recorder of Deeds
Recorded
Mortgage Book Volume
Xxxxxx County, Pennsylvania
Office of Recorder of Deeds
Recorded
Mortgage Book Volume
Washington County, Pennsylvania
Office of Recorder of Deeds
Recorded
Mortgage Book Volume
Xxxxxxxxxxxx County, Pennsylvania
Office of Recorder of Deeds
Recorded
Mortgage Book Volume
Belmont County, Ohio
Office of Recorder
Received
Recorded
Mortgage Book Volume
Columbiana County, Ohio
Office of Recorder
Recorded
Official Records Volume
Jefferson County, Ohio
Office of Recorder
Received
Recorded
Official Records Volume
17
Lake County, Ohio
Office of Recorder
Recorded
Official Records Volume
Monroe County, Ohio
Office of Recorder
Received
Recorded
Official Records Volume
Xxxxxxx County, Xxxx Xxxxxxxx
Xxxxxx xx Xxxxx xx Xxxxxx Commission
Recorded
Deed of Trust Book
Xxxxxxxxxxx Xxxxxx, Xxxx Xxxxxxxx
Xxxxxx xx Xxxxx xx Xxxxxx Commission
Recorded
Deed of Trust Book
18
