Exhibit 4.21
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THIRTY-FOURTH SUPPLEMENTAL
INDENTURE
DATED AS OF OCTOBER 15, 2001
TO
INDENTURE OF MORTGAGE
DATED AS OF JANUARY 1, 1941
------------------
PHILADELPHIA SUBURBAN WATER COMPANY
TO
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
------------------
$30,000,000 FIRST MORTGAGE BONDS, 5.35% Series due 2031
THIRTY-FOURTH SUPPLEMENTAL INDENTURE
THIRTY-FOURTH SUPPLEMENTAL INDENTURE dated as of the 15TH day of
October 2001, 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 CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association (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; 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.; 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.; on October 10, 1995,
Mellon Bank, N.A. succeeded Corestates Bank N.A. as trustee; and on November 24,
1997, Chase Manhattan Trust Company, National Association, succeeded Mellon
Bank, N.A. as trustee, 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, a Twenty-Ninth
Supplemental Indenture dated as of March 1, 1995, a Thirtieth Supplemental
Indenture dated as of August 15, 1995, a Thirty-First Supplemental Indenture
dated as of July 1, 1997, a Thirty-Second Supplemental Indenture dated as of
October 1, 1999, and a Thirty-Third Supplemental Indenture dated as of November
15, 1999, so as 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-nine 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
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
2
Designation Indenture Amount
----------- --------- ------
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
1995 Medium Term Note Series Twenty-Ninth Supplemental 77,000,000
7.72% Subseries A due 2025 15,000,000
6.82% Subseries B due 2005 10,000,000
6.89% Subseries C due 2015 12,000,000
6.99% Subseries D due 2006 10,000,000
7.47% Subseries E due 2003 10,000,000
6.83% Subseries F due 2003 10,000,000
7.06% Subseries G due 2004 10,000,000
6.35% Series due 2025 Thirtieth Supplemental 22,000,000
1997 Medium Term Note Series Thirty-First Supplemental 65,000,000
6.75% Subseries A due 2007 10,000,000
6.30% Subseries B due 2002 10,000,000
6.14% Subseries C due 2008 10,000,000
5.80% Subseries D due 2003 10,000,000
5.85% Subseries E due 2004 10,000,000
6.00% Subseries F due 2004 15,000,000
6.00% Series due 2029 Thirty-Second Supplemental 25,000,000
1999 Medium Term Note Series Thirty-Third Supplemental
7.40% Subseries A due 2005 15,000,000
7.40% Subseries B due 2005 11,000,000
6.21% Subseries C due 2011 15,000,000
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]
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-13.Vol.307 20 1034 1 1625 1
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First Supplemental 8/26/48 632 1 F-16.Vol.380 200 1668 169 2031 257
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Second Supplemental 7/1/52 768 438 18.Vol.425 186 1962 376 2360 517
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Third Supplemental 11/25/53 895 1 18.Vol.442 325 2052 1 2493 1
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Fourth Supplemental 1/9/56 1089 155 Z-20.Vol.499 1 2199 1 2722 425
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Fifth Supplemental 3/20/57 1181 316 B-22.Vol.536 601 2294 50 2850 335
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Sixth Supplemental 5/9/58 1254 1 G-23 201 2380 039 2952 289
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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
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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 Supplemental 7/2/70 1763 1167 D-35 80 2850 301 3687 23
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Fourteenth Supplemental 11/5/70 1774 331 K-35 713 2858 3113 700 548
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Fifteenth Supplemental 12/11/72 0000 000 X-00 000 2926 550 3786 96
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Sixteenth Supplemental 5/28/75 1979 14 E-44 77 3005 511 4010 307
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Seventeenth Supplemental 12/18/77 2072 683 L-51 1 3072 43 5002 436
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Eighteenth Supplemental 4/29/77 2082 567 B-52 344 3078 728 5003 291
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4
COUNTY
====================================================================================================================================
Bucks Xxxxxxx Delaware Xxxxxxxxxx
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Date of
Indenture Recording Book Page Book Page Book Page Book Page
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Nineteenth Supplemental 6/23/80 2303 714 J-62 92 3261 293 5030 502
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Xxxxxxxxx Xxxxxxxxxxxx 0/0/00 0000 000 X-00 1 96 810 5662 1045
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Twenty-First Supplemental 8/27/85 2690 806 54 550 - - 5864 1347
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Twenty-First Supplemental 8/28/85 - - - - 264 159 - -
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Twenty-Second Supplemental 4/22/86 2774 160 263 275 326 592 5944 360
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Twenty-Third Supplemental 4/1/87 2960 693 - - - - - -
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Twenty-Third Supplemental 4/2/87 - - 680 337 447 1807 6115 602
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Twenty-Fourth Supplemental 7/25/88 3199 1095 1224 389 0593 0585 6324 143
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Twenty-Fifth Supplemental 1/12/90 0136 0250 1848 205 731 1571 6538 376
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Twenty-Sixth Supplemental 11/8/91 369 2190 2660 205 894 2241 6780 891
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Twenty-Seventh Supplemental 6/29/92 0487 1829 3055 182 0969 2023 6918 302
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Twenty-Eighth Supplemental 4/22/93 0652 1335 3542 1542 1081 0852 7112 0539
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Twenty-Ninth 3/30/95 1045 1872 3875 1368 1349 0829 7561 1155
Supplemental
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Thirtieth Supplemental 8/30/95 1111 0798 3932 0471 1393 2255 7631 0689
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Thirty-First Supplemental 7/11/97 1421 2196 4201 2133 1607 138 7968 779
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Thirty-Second Supplemental 10/6/99 1939 421 4646 642 1936 1207 8548 1067
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Thirty-Third Supplemental 11/30/99 1970 1573 4675 1272 1936 1207 8548 1067
====================================================================================================================================
5
and
WHEREAS, the Original Indenture was recorded in Berks County on August
16, 1999, the Thirty-Second Supplemental Indenture was recorded in Berks County
on October 6, 1999 and the Thirty-Third Supplemental Indenture was recorded in
Berks County on November 30, 1999 in Books 3113, 3132 and 3149 and at Pages 707,
1510 and 1260, respectively; and
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 Thirty-Fourth Supplemental Indenture, a new series of
bonds to be designated "First Mortgage Bonds, 5.35% Series due 2031" (herein
referred to as the "Bonds") to be limited in aggregate principal amount to
$30,000,000, to be issued only as registered bonds without coupons, to be dated
as of November 1, 2001, to bear interest at the rate of 5.35% per annum, and to
mature on October 1, 2031; 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 October 15, 2001 (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 Project), Series of 2001 in
the aggregate principal amount of $30,000,000 (the "Authority Bonds"); and
WHEREAS, the Authority Bonds are to be issued under a Trust Indenture,
dated as of October 15, 2001 (the "Authority Indenture"), between the Authority
and First Union National Bank, 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; and
6
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
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, Twenty-Ninth, Thirtieth, Thirty-First, Thirty-Second and
Thirty-Third 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 Thirty-Fourth Supplemental Indenture, and to be secured
by said Original Indenture and indentures supplemental thereto, including this
Thirty-Fourth Supplemental Indenture) and has further duly authorized the
execution, delivery and recording of this Thirty-Fourth 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 following form - 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-1 $30,000,000
PHILADELPHIA SUBURBAN WATER
COMPANY
(Incorporated under the Laws of the Commonwealth
of Pennsylvania)
First Mortgage Bond, 5.35% Series Due 2031
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 The Delaware County Industrial Development Authority or its
registered assigns, on the 1st day of October 2031, at the designated office of
Chase Manhattan Trust Company, National Association in Dallas, Texas, the sum of
Thirty Million Dollars 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 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 the authentication of this Bond (or if this Bond
is authenticated after a Record Date as defined below and on or before the
succeeding interest payment date, from such succeeding interest payment date, or
if this Bond is authenticated prior to April 1, 2002, from the date hereof)
until the principal hereof shall become due and payable, at the rate of five and
thirty-five hundredths percent (5.35%) per annum, payable semiannually in like
coin or currency on the first day of April and the first day of October in each
year, commencing April 1, 2002 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 5.35% per annum after maturity whether by
acceleration or otherwise until paid.
The interest so payable will (except as otherwise provided in
the Thirty-Fourth 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 fifteenth day of the
calendar month next preceding the month in which the interest payment date
occurs whether or not such day is a 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.
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.
8
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 November 1, 2001.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By:
----------------------------- ----------------------------------
(Assistant) Secretary Vice President and Treasurer
(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 (succeeded as trustee by Chase
Manhattan Trust Company, National Association), 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 premium, if any, and
interest on this Bond as herein provided. As provided in the Indenture, the
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 "Thirty-Fourth Supplemental Indenture" dated as of October 15, 2001, and
designated therein as "First Mortgage Bonds, 5.35% Series due 2031" (the
"Bonds").
9
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, premium, if any, of, and interest on,
the Authority Bonds (defined below) pursuant to the Construction and Financing
Agreement (the "Financing Agreement") dated as of October 15, 2001, 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 in the Commonwealth of Pennsylvania 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
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 Project), Series
of 2001, in the aggregate principal amount of $30,000,000 due October 1, 2031
(the "Authority Bonds") and bearing interest at 5.35% per annum.
The Authority Bonds are to be issued under a Trust Indenture,
dated as of October 15, 2001 (the "Authority Indenture"), between the Authority
and First Union National Bank 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 premium, if any,
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.
10
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,
and premium, if any, 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 and premium, if any, or interest on, an aggregate
principal amount of 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
October 1, 2012 by the Company, to the extent that the Authority Bonds are
called for redemption under Section 7.01 of the Authority Indenture, and then
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 price
(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 Period Redemption Price
-------------------------- ----------------
October 1, 2012 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 make payments with
respect to the Authority Bonds pursuant to the provisions of Section 7.02 (a) of
the Financing Agreement or Sections 7.01(b) or (c) of the Authority Indenture,
if the Trustee shall receive a written notice from the Authority or the
Authority Trustee that the Authority Bonds are subject to mandatory redemption
in accordance with any of such provisions.
(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(a) 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(b) 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.
11
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.
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 designated office of the Trustee in Dallas, Texas
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 Chase Manhattan Trust Company, National Association, 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 Thirty-Fourth Supplemental
Indenture.
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION
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 Thirty-Fourth Supplemental Indenture provided and issued by the Company,
valid, binding and legal obligations of the Company, and this Thirty-Fourth
Supplemental Indenture a valid and enforceable supplement to said Original
Indenture, have been done, performed and fulfilled, and the execution of this
Thirty-Fourth Supplemental Indenture has been in all respects duly authorized;
and
WHEREAS, the Company and the Trustee, pursuant to Article
XVIII of the Original Indenture, wish, by means of this Thirty-Fourth
Supplemental Indenture, to amend the Thirty-Third Supplemental Indenture dated
as of November 15, 1999 (the "Thirty-Third Supplemental Indenture"):
NOW, THEREFORE, THIS THIRTY-FOURTH 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
Thirty-Fourth Supplemental Indenture, receipt whereof is hereby acknowledged,
and of other good and valuable consideration, and intending to be legally bound,
has granted, bargained, sold, aliened, enfeoffed, released and confirmed and by
these presents does grant, bargain, sell, alien, enfeoff, release and confirm
unto Chase Manhattan Trust Company, National Association, 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:
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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 Thirty-Third Supplemental
Indenture.
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.
IV.
AFTER ACQUIRED PROPERTY.
All real and fixed property and all other property of the
character hereinabove described which the Company may hereafter acquire.
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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, choses 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.
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
15
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 entity 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
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 fortieth series of bonds, limited
in aggregate principal amount to $30,000,000 designated as "Philadelphia
Suburban Water Company, First Mortgage Bonds, 5.35% Series due 2031".
Interest on the Bonds shall be payable semiannually on April 1
and October 1 of each year (each an "interest payment date"), commencing April
1, 2002. Each Bond shall be dated the date of its authentication and shall bear
interest from the interest payment date next preceding its date of
authentication, unless authenticated after a record date and on or before the
succeeding interest payment date, in which case it shall bear interest from such
succeeding interest payment date, or, unless authenticated on or prior to the
record date for the first interest payment date for the Bonds, in which case it
16
shall bear interest from November 1, 2001; 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 November 1, 2001.
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 October 1, 2031 and shall bear interest at the rate of 5.35%.
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 integral 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 designated office of the trustee in Dallas, Texas, and shall be payable,
along with interest on the Bonds, 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; each installment of interest shall 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.
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" with respect to any regular interest
payment date shall mean the fifteenth day of the calendar month next preceding
the month in which such interest payment date occurs.
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
17
the Authority Trustee, as assignee, as security for the payment of the principal
of, and premium, if any, 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:
(a) The Bonds are subject to redemption prior to maturity on
or after October 1, 2012 by the Company, to the extent that the Authority Bonds
are called for redemption under Section 7.01 of the Authority Indenture, and
then 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
price (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 Period Redemption Price
-------------------------- ----------------
October 1, 2012 and thereafter 100%
(b) The Bonds are subject to mandatory redemption as a whole
or in part at any time prior to maturity should the Company be required to make
payments with respect to the Authority Bonds pursuant to the provisions of
Section 7.02(a) of the Financing Agreement, or Sections 7.01(b) or (c) 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) (reserved)
(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(a) 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(b) 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.
18
SECTION 4. In the event any Authority Bonds shall be purchased
by the Company, surrendered by the Company to the Authority Trustee for
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 and
premium, if any, 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, and premium, if any, 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 4 and 5 of this Article I of this Thirty-Fourth Supplemental
Indenture shall be surrendered to the Trustee for cancellation, and the Trustee
shall forthwith cancel the same and, in accordance with applicable laws and
regulations and the Trustee's policies and procedures, 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 partially paid as provided in said
Section 4 or Section 5, upon presentation of such Bond at the designated 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
$30,000,000 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 9.89%
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 next March 1 next occurring after the bonds of the 9.17% Series due
19
2011 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 next March 1 next occurring after the bonds of the 5.95% Series due 2002
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 any of the Subseries of the 1995
Medium Term Note Series issued under the Twenty-Ninth Supplemental Indenture
(consisting of the 7.72% Subseries A due 2025, the 6.82% Subseries B due 2005,
the 6.89% Subseries C due 2015, the 6.99% Subseries D due 2006, the 7.47%
Subseries E due 2003, the 6.83% Subseries F due 2003, and the 7.06% Subseries G
due 2004) shall cease to be outstanding, or on or before the March 1 next
occurring after bonds of the 6.35% Series due 2025 shall cease to be
outstanding, on or before the March 1 next occurring after the bonds of any of
the Subseries of the 1997 Medium Term Note Series issued under the Thirty-First
Supplemental Indenture (consisting of the 6.75% Subseries A due 2007, the 6.30%
Subseries B due 2002, the 6.14% Subseries C due 2008, the 5.80% Subseries D due
2003, the 5.85% Subseries E due 2004 and the 6.00% Subseries F due 2004) cease
to be outstanding, or on or before March 1 next occurring after the bonds of
6.00% Series due 2029 cease to be outstanding, or on or before March 1 next
occurring after the Bonds of any of the Subseries of the 1999 Medium Term Note
Series issued under the Thirty-Third Supplemental Indenture (consisting of the
7.40% Subseries A due 2005, the 7.40% Subseries B due 2005 and the 6.21%
Subseries C due 2011) cease to be outstanding, and on or before March 1 in each
year thereafter if and so long as any of the Bonds are outstanding, whichever is
latest, 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:
(a) the amount actually expended for maintenance
during such calendar year; and
(b) 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
(c) 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
under the provisions of Section 1 of this Article, as long as any of the Bonds
are outstanding, deliver to the Trustee the following:
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(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;
(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;
21
(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
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.
22
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 premium, if any,
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 Thirty-Fourth 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 December 31, 2000, 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
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.
23
"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
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 Thirty-Fourth
Supplemental Indenture.
24
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 cases 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
or refrain from acting and rely upon and be free from all liability for so
relying 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
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 any 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. ss.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. ss.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
25
such terms are defined under Federal Clean Water Act, as amended (33 U.S.C.
ss.1251 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C.
ss.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. ss.ss.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.
ARTICLE V.
Amendment of Thirty-Third Supplemental Indenture
The second paragraph of Section 1 of Article I of the
Thirty-Third Supplemental Indenture is deleted and the following paragraph is
substituted therefor:
Interest on each subseries of the Bonds shall be
payable semiannually on either the 1st, 12th or 15th day of
two calendar months six months apart as indicated in the
Subseries Authorizing Certificate (each an "Interest Payment
Date") in each year commencing on the first Interest Payment
Date next succeeding the date of authentication of such Bond
(the "Original Issue Date"), unless the Original Issue Date or
the date of authentication occurs between a Record Date, as
defined below, and the next succeeding Interest Payment Date,
in which case commencing on the second Interest Payment Date
succeeding the Original Issue Date or the date of
authentication, to the registered holders of the Bonds on the
Record Date with respect to such Interest Payment Date, and on
the maturity date specified on the face of the Bond (the
"Maturity Date") or any date fixed for tender or redemption
pursuant to the terms of such Bond (the "Tender Date" or
"Redemption Date" respectively). Interest on each subseries of
Bonds will accrue from the most recent Interest Payment Date
to which interest has been paid or duly provided for or, if no
interest has been paid, from its Original Issue Date, until
the principal has been paid or made duly available for
payment. If the Maturity Date (or any Redemption Date or
Tender Date) or an Interest Payment Date falls on a day which
is not a Business Day, as defined below, principal (and
premium, if any) or interest payable with respect to such
Maturity Date (or Redemption Date or Tender Date) or Interest
Payment Date will be paid on the next succeeding Business Day
with the same force and effect as if made on such Maturity
Date (or Redemption Date or Tender Date) or Interest Payment
Date, as the case may be, and no interest shall accrue with
respect to such payment for the period from and after such
26
Maturity Date (or Redemption Date or Tender Date) or Interest
Payment Date. The term "Record Date" as used in this Section 1
with respect to any regular Interest Payment Date shall mean
the 1st day of the same calendar month of the Interest Payment
Date where the Interest Payment Date is on the 12th or 15th
day of such month, or the 15th day of the calendar month
preceding the Interest Payment Date where such Interest
Payment Date is on the 1st day of such month. As used herein,
"Business Day" means any day other than a Saturday or Sunday,
on which the Trustee, any paying agent or banks in New York,
New York are not required or authorized by law or executive
order to close.
ARTICLE VI
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,
Twenty-Ninth, Thirtieth, Thirty-First, Thirty-Second and Thirty-Third
Supplemental Indentures are hereby confirmed. All references in this
Thirty-Fourth 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 and not specifically defined 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 Thirty-Fourth
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:
Chase Manhattan Trust Company, National Association
Institutional Trust Services
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Philadelphia Suburban Water Administrator
Telecopy: (000) 000-0000
27
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 Thirty-Fourth 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 Thirty-Fourth Supplemental Indenture
is dated as of October 15, 2001 for convenience and for the purpose of
reference, the actual date or dates of execution hereof by the Company and the
Trustee are as indicated by their respective acknowledgments annexed hereto.
SECTION 5. In order to facilitate the recording or filing of
this Thirty-Fourth 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.
28
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 15th day of October, 2001.
[CORPORATE SEAL] PHILADELPHIA SUBURBAN WATER
COMPANY
Attest: /s/ Xxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
--------------------------- -------------------------------
Secretary Vice President and Treasurer
[CORPORATE SEAL] CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION,
as Trustee
Attest: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxxx
--------------------------- -------------------------------
Authorized Officer Authorized Officer
29
Exhibit A
Bonds Redeemed or Paid at Maturity
Principal Amount
Paid or Redeemed
(If less than all Date
Series Bonds of Series) Paid Maturity
------ ----------------- ---- --------
3.25% Series Due 1971 12/31/1970 Redemption
9.63% Series Due 1975 06/15/1975 Maturity
9.15% Series Due 1977 01/01/1977 Maturity
3.00% Series Due 1978 07/01/1978 Maturity
3.38% Series Due 1982 07/01/1982 Maturity
3.90% Series Due 1983 07/01/1983 Maturity
3.50% Series Due 1986 01/01/1986 Maturity
4.50% Series Due 1987 01/01/1987 Maturity
4.13% Series Due 1988 05/01/1988 Maturity
5.00% Series Due 1989 09/01/1989 Maturity
4.63% Series Due 1991 05/01/1991 Maturity
4.70% Series Due 1992 04/01/1992 Maturity
6.88% Series Due 1993 01/01/1993 Maturity
4.55% Series Due 1994 03/01/1994 Maturity
10.13% Series Due 1995 $6,300,000 -- Sinking Fund
10.13% Series Due 1995 $3,700,000 05/17/1993 Redemption
9.20% Series Due 2001 $3,850,000 -- Sinking Fund
9.20% Series Due 2001 $3,150,000 05/01/1993 Redemption
8.40% Series Due 2002 $5,850,000 -- Sinking Fund
8.40% Series Due 2002 $4,150,000 01/02/1996 Redemption
5.95% Series Due 2002 $3,200,000 -- Sinking Fund
12.45% Series Due 2003 $1,000,000 08/01/1993 Sinking Fund
12.45% Series Due 2003 $9,000,000 08/02/1993 Redemption
8.88% Series Due 2010 $ 800,000 -- Sinking Fund
8.88% Series Due 2010 $7,200,000 06/30/1992 Redemption
13.00% Series Due 2005 08/02/1995 Redemption
7.88% Series Due 1997 01/02/1996 Redemption
10.65% Series Due 2006 04/02/1996 Redemption
5.50% Series Due 1996 11/01/1996 Maturity
8.44% Series Due 1997 04/01/1997 Maturity
7.15% Series Due 2008 $8,000,000 -- Sinking Fund
EXHIBIT B
Properties acquired from 8/31/99 to 9/30/01
-----------------------------------------------------------------------------------------------------------------------------------
Name Grantor County Index No. Deed Date Book Page
---- ------- ------ --------- --------- ---- ----
-----------------------------------------------------------------------------------------------------------------------------------
Bubbling Springs Xxxxxxx Paper Xxxxxxxxxx VI-E-74 09/24/99 5293 1660
-----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Parcel Xxxxxx X. & Xxxx X. Xxxxxx Xxxxxxx VIII-Q-1 09/20/99 4641 1163
-----------------------------------------------------------------------------------------------------------------------------------
East Marlbough Township of East Xxxxxxx VI-E-75 12/07/99 4684 2168
Marlborough
-----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Parcel Xxxxxxx X. Xxxxxxxx Xxxxxxx VI-B-64 03/07/00 4724 1814
(Glenside)
-----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxx Water Company Xxxxxxx R-1 10/18/00 4850 35
-----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxx Water Company Xxxxxxx R-2 10/18/00 4850 35
-----------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxx Parcel Xxxx Xxxxx Delaware I-A-28 05/01/00 2009 1451
-----------------------------------------------------------------------------------------------------------------------------------
Nase Booster Xxxx X. Xxxx Berks VI-C-12 08/08/01 3382 47
-----------------------------------------------------------------------------------------------------------------------------------
Embreeville Tank Com. Of PA. Chester VI-B-60 05/15/01 4980 1763
-----------------------------------------------------------------------------------------------------------------------------------
Chase Manhattan Trust Company National Association, Mortgagee
and Trustee named in the foregoing Thirty-Fourth Supplemental Indenture, hereby
certifies that its precise name and the post office address of its Institutional
Trust Services Group in Philadelphia, Pennsylvania are as follows:
Chase Manhattan Trust Company, National Association
Institutional Trust Services
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Philadelphia Suburban Water Administrator
Telecopy: (000) 000-0000
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------
Authorized Officer
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF XXXXXXXXXX
On the 26th day of October, 2001, before me, the Subscriber, a
Notary Public for the Commonwealth of Pennsylvania, personally appeared Xxxxx X.
Xxxx, who acknowledged herself to be the Vice President and Treasurer of
Philadelphia Suburban Water Company, a corporation, and that she as such Vice
President and Treasurer, being authorized to do so, executed the foregoing
Thirty-Fourth 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 herself as such officer.
In Witness Whereof I hereunto set my hand and official seal.
[NOTARIAL SEAL]
/s/ Xxxxxxxxx Xxxxx
----------------------------
Notary
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
On the 25th day of October, 2001 before me, the Subscriber, a
Notary Public for the Commonwealth of Pennsylvania, personally appeared
Xxxxxxxxx Xxxxxxxx, who acknowledged herself to be a Vice President of Chase
Manhattan Trust Company, National Association, Trustee, a national banking
association, and that she as such Vice President, being authorized to do so,
executed the foregoing Thirty-Fourth 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]
/s/ Xxxxxx X. Xxxxxxxx
----------------------------
Notary
This Thirty-Fourth Supplemental Indenture was recorded on
_____ __, 2001 in the Office for the Recording of Deeds for each of the five
counties tabulated below in the Mortgage Book and at the page indicated:
Mortgage
County Book Page
---- ----
Berks .................... ____ ____
Bucks .................... ____ ____
Chester .................. ____ ____
Delaware ................. ____ ____
Xxxxxxxxxx ............... ____ ____
For the recording information with respect to the Original Indenture and the
first thirty-three supplemental indentures, see pages 4 and 5 of this
Thirty-Fourth Supplemental Indenture.
