Exhibit 4.3
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DUQUESNE LIGHT COMPANY
TO
JPMORGAN CHASE BANK
TRUSTEE
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SUPPLEMENTAL INDENTURE NO. 18
Dated as of , 2002
Supplemental to the Indenture of Mortgage
and Deed of Trust dated as of April 1, 1992
Establishing a series of Securities designated
First Mortgage Bonds, Series O
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SUPPLEMENTAL INDENTURE NO. 18, dated as of , 2002, between DUQUESNE LIGHT
COMPANY, a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (hereinafter sometimes called the "Company"), and
JPMORGAN CHASE BANK, a New York banking corporation and successor by merger to
The Chase Manhattan Bank, 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. 18 being supplemental thereto. The
Original Indenture and any and all indentures and instruments supplemental
thereto are hereinafter sometimes collectively called the "Mortgage."
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 a series of Securities to be designated
"First Mortgage Bonds, Series O", such series of Securities to be hereinafter
sometimes called "Series No. 23."
The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 18 to establish the Securities of Series No. 23 and
has duly authorized the issuance of such Securities; and all acts necessary to
make this Supplemental Indenture No. 18 a valid agreement of the Company, and to
make the Securities of Series No. 23 valid obligations of the Company, have been
performed.
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NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 18 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
Mortgage 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 Indenture No. 18 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. 18;
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GRANTING CLAUSE FOURTH
All other property of whatever kind and nature subjected or
intended to be subjected to the Lien of the Mortgage by any of the
terms and provisions thereof;
EXCEPTED PROPERTY
Expressly excepting and excluding, however, from the Lien and
operation of the Mortgage 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 Mortgage 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
Mortgage and the estate and rights thereby granted shall cease, terminate and be
void, and the Trustee shall cancel and discharge the Mortgage and execute and
deliver to the Company such instruments as the Company shall require to evidence
the discharge thereof; otherwise the Mortgage shall be and remain in full force
and effect; and
THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:
ARTICLE ONE
TWENTY-THIRD SERIES OF SECURITIES
There is hereby created a series of Securities designated "First Mortgage
Bonds, Series O", which series shall constitute Series No. 23. The form and
terms of the Securities of Series No. 23 shall be established in or pursuant to
an Officer's Certificate. The Securities of Series No. 23 shall be initially
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authenticated and delivered in the aggregate principal amount of $400,000,000,
but shall not be limited in aggregate principal amount.
ARTICLE TWO
The Holders of the Securities of Series No. 23 shall be deemed to have
consented to the execution and delivery of a supplemental indenture containing
one or more, or all, the prospective amendments to the Original Mortgage set
forth in Section 2 of Article Two of Supplemental Indenture No. 15, dated as of
November 1, 1999.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
This Supplemental Indenture No. 18 is a supplement to the Mortgage. As
supplemented by this Supplemental Indenture No. 18, the Mortgage is in all
respects ratified, approved and confirmed, and the Mortgage and this
Supplemental Indenture No. 18 shall together constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 18 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:
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Vice President and Treasurer
Attest:
-----------------------------
Secretary
JPMORGAN CHASE BANK, Trustee
By:
----------------------------------------
Vice President
Attest:
-----------------------------
Authorized Officer
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COMMONWEALTH OF PENNSYLVANIA)
) ss.:
COUNTY OF ALLEGHENY )
On the day of , 2002, before me personally came Xxxxxxx X. Xxxxxxxx, to me
known, who, being by me duly sworn, did depose and say that she is a Vice
President and the Treasurer of Duquesne Light Company, the corporation described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
---------------------------
Notary Public
COMMONWEALTH OF PENNSYLVANIA)
) ss.:
COUNTY OF ALLEGHENY )
On the day of , 2002, before me personally came Xxxx X. Xxxxxxxxx , to me
known, who, being by me duly sworn, did depose and say that he is a Vice
President of JPMorgan Chase 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.
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Notary Public
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CERTIFICATE OF PRECISE RESIDENCE
I hereby certify that the precise residence of JPMorgan Chase Bank is Xxx
Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx.
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Authorized Signatory of JPMorgan Chase Bank
, 2002
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SCHEDULE A
Securities Principal
Supplemental of Series Amount
Indenture No. Dated as of Series No. Designation Authorized Issued(1) Outstanding(1)
------------- ----------- ---------- ----------- ---------- ------------ ------------
1 April 1, 1992 1 Secured $400,000,000 $400,000,000 $103,000,000
Medium-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 None
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 None
Trust Bonds,
Pollution Control
Series F
7 August 1, 1993 6 First Collateral $20,500,000 $20,500,000 None
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 None
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 $685,000,000 None
Bonds, Series J
00 Xxxxx 00, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
00 Xxxxx 00, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
15 November 1, 1999 10 First Mortgage $49,500,000 $49,500,000 $49,500,000
Bonds, Pollution
Control Series K1
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(1) As of _________, 2002.
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Securities Principal
Supplemental of Series Amount
Indenture No. Dated as of Series No. Designation Authorized Issued(1) Outstanding(1)
------------- ----------- ---------- ----------- ---------- ------------ ------------
15 November 1, 1999 11 First Mortgage $13,500,000 $13,500,000 $13,500,000
Bonds, Pollution
Control Series K2
15 November 1, 1999 12 First Mortgage $33,955,000 $33,955,000 $33,955,000
Bonds, Pollution
Control Series K3
15 November 1, 1999 13 First Mortgage $21,500,000 $21,500,000 $21,500,000
Bonds, Pollution
Control Series L1
15 November 1, 1999 14 First Mortgage $20,500,000 $20,500,000 $20,500,000
Bonds, Pollution
Control Series L2
15 November 1, 1999 15 First Mortgage $4,655,000 $4,655,000 $4,655,000
Bonds, Pollution
Control Series L3
15 November 1, 1999 16 First Mortgage $25,000,000 $25,000,000 $25,000,000
Bonds, Pollution
Control Series M1
15 November 1, 1999 17 First Mortgage $13,700,000 $13,700,000 $13,700,000
Bonds, Pollution
Control Series M2
15 November 1, 1999 18 First Mortgage $18,000,000 $18,000,000 $18,000,000
Bonds, Pollution
Control Series M3
15 November 1, 1999 19 First Mortgage $44,250,000 $44,250,000 $44,250,000
Bonds, Pollution
Control Series M4
15 November 1, 1999 20 First Mortgage $75,500,000 $75,500,000 $75,500,000
Bonds, Pollution
Control Series M5
15 November 1, 1999 21 First Mortgage $50,000,000 $50,000,000 $50,000,000
Bonds, Pollution
Control Series N1
15 November 1, 1999 22 First Mortgage $47,925,000 $47,925,000 $47,925,000
Bonds, Pollution
Control Series N2
00 Xxxx Xxxx Xxxx Xxxx Xxxx
00 April 0, 0000 Xxxx Xxxx Xxxx Xxxx Xxxx
Totals $3,294,910,000 $3,294,910,000 $1,060,985,000
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(1) As of _________, 2002.
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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
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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
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(1) As of _________, 2002.
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