CONFORMED COPY
This Instrument Prepared By
/s/ Sandra Kaufmann Battaglia
---------------------------------
Sandra Kaufmann Battaglia, Esquire
Potter Anderson & Corroon
350 Delaware Trust Building
Wilmington, Delaware 19801
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DELMARVA POWER & LIGHT COMPANY
TO
CHEMICAL BANK,
Trustee.
EIGHTY-FOURTH SUPPLEMENTAL
INDENTURE
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Effective as of June 1, 1993
(but executed on the dates shown on the execution page)
DELMARVA POWER & LIGHT COMPANY
Eighty-Fourth Supplemental Indenture
Effective as of June 1, 1993
TABLE OF CONTENTS*
PAGE
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Form of Bond of the 1993 Series . . . . . . . . . . . . . . . . . 2
Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Granting Clauses. . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of Property . . . . . . . . . . . . . . . . . . . . . 11
Appurtenances . . . . . . . . . . . . . . . . . . . . . . . . . . 14
After Acquired Property Clause . . . . . . . . . . . . . . . . . 15
Properties Excepted from Lien and Operation of Indenture . . . . 15
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Subject Clause . . . . . . . . . . . . . . . . . . . . . . . . . 16
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE I
DESIGNATIONS, PROVISIONS, DENOMINATIONS AND ISSUANCE OF
BONDS OF THE 1993 GAS FACILITIES SERIES
Sec. 1. Designations and Provisions of the Bonds . . . . . . . . 16
Sec. 2. Bonds Issued to State Trustee as Collateral . . . . . . 17
Sec. 3. Payment of the Bonds . . . . . . . . . . . . . . . . . . 17
Sec. 4. Redemption of the Bonds Prior to Maturity . . . . . . . 18
Sec. 5. Waiver of Notice of Redemption . . . . . . . . . . . . . 18
Sec. 6. Denominations and Exchange of the Bonds . . . . . . . . 19
* The Table of Contents and recording data are not part of the
Eighty-Fourth Supplemental Indenture as executed.
Sec. 7. Limitation of Principal Amount of Bonds . . . . . . . . 19
Sec. 8. Issuance of Bonds . . . . . . . . . . . . . . . . . . . 19
ARTICLE II
DESIGNATIONS, PROVISIONS, DENOMINATIONS AND ISSUANCE OF
BONDS OF THE 1993 POLLUTION CONTROL REFUNDING SERIES
Sec. 1. Designations and Provisions of the Bonds . . . . . . . . 19
Sec. 2. Bonds Issued to State Trustee as Collateral . . . . . . 20
Sec. 3. Payment of the Bonds . . . . . . . . . . . . . . . . . . 20
Sec. 4. Redemption of the Bonds Prior to Maturity . . . . . . . 21
Sec. 5. Waiver of Notice of Redemption . . . . . . . . . . . . . 22
Sec. 6. Denominations and Exchange of the Bonds . . . . . . . . 22
Sec. 7. Limitation of Principal Amount of Bonds . . . . . . . . 22
Sec. 8. Issuance of Bonds . . . . . . . . . . . . . . . . . . . 22
ARTICLE III
MISCELLANEOUS
Sec. 1. Indenture Affirmed as Supplemented . . . . . . . . . . 22
Sec. 2. Execution of Counterparts . . . . . . . . . . . . . . . 22
Sec. 3. Recitals are by Company . . . . . . . . . . . . . . . . 23
Sec. 4. Names and Addresses of Debtor and Secured Party . . . . 23
Sec. 5. Reliance on Certificates of State Trustee . . . . . . . 23
Sec. 6. Receipt by the Company . . . . . . . . . . . . . . . . 23
Signatures and Seals . . . . . . . . . . . . . . . . . . . . . . 23
Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . . 24
Certificate of Residence . . . . . . . . . . . . . . . . . . . . 26
Recordation Data . . . . . . . . . . . . . . . . . . . . . . . . 27
This EIGHTY-FOURTH SUPPLEMENTAL INDENTURE, effective as of the 1st day
of June, 1993 (but executed on the dates hereinafter shown), made and entered
into by and between DELMARVA POWER & LIGHT COMPANY, a corporation of the State
of Delaware and the Commonwealth of Virginia, hereinafter called the Company,
party of the first part, and CHEMICAL BANK, a corporation of the State of New
York, hereinafter called the Trustee, party of the second part;
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered its Indenture
of Mortgage and Deed of Trust (hereinafter in this Eighty-Fourth Supplemental
Indenture called the "Original Indenture"), dated as of October 1, 1943, to the
New York Trust Company, a corporation of the State of New York, as Trustee, to
which Chemical Bank is successor Trustee, to secure the First Mortgage Bonds of
the Company, unlimited in aggregate principal amount and issuable in series,
from time to time, in the manner and subject to the conditions set forth in the
Original Indenture granted and conveyed unto the Trustee, upon the trusts, uses
and purposes specifically therein set forth, certain real estate, franchises and
other property therein described, including property acquired after the date
thereof, except as therein otherwise provided; and
WHEREAS, the Original Indenture has been supplemented by eighty four
supplemental indentures specifically subjecting to the lien of the Original
Indenture as though included in the granting clause thereof certain property in
said supplemental indentures specifically described and amending and modifying
the provisions of the Original Indenture (the Original Indenture, as amended,
modified and supplemented by all of the indentures supplemental thereto,
including this Supplemental Indenture, is hereinafter in this Supplemental
Indenture called the "Indenture"); and
WHEREAS, the Original Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of bonds and of the
coupons to be attached to any coupon bonds to be substantially in the forms set
forth therein with such omissions, variations and insertions as are authorized
or permitted by the Original Indenture and determined and specified by the Board
of Directors of the Company; and
WHEREAS, the Company is constructing improvements to its gas
facilities in its utility service area which will be financed through the
issuance by The Delaware Economic Development Authority (the "Authority") of its
revenue bonds designated Gas Facilities Revenue Bonds (Delmarva Power & Light
Company Project) Series 1993A pursuant to the terms of a Financing Agreement
between the Authority and the Company which
will require the Company to deliver its First Mortgage Bonds to provide for
and secure the payment of such Gas Facilities Revenue Bonds; and
WHEREAS, the Company is refinancing certain indebtedness incurred in
connection with bonds previously issued by the Authority's predecessor, to
finance certain pollution control facilities of the Company, said refinancing to
be accomplished through the issuance by the Authority of a separate issue of its
revenue bonds designated Pollution Control Refunding Revenue Bonds (Delmarva
Power & Light Company Project) Series 1993B pursuant to the terms of a separate
Financing Agreement between the Authority and the Company which requires the
Company to deliver its First Mortgage Bonds to provide for and secure the
payment of such Pollution Control Refunding Revenue Bonds; and
WHEREAS, the Company, by appropriate corporate action in conformity
with the terms of the Indenture, has duly determined to create a series of bonds
to be designated as First Mortgage Bonds, Gas Facilities Series 1993A due
June 1, 2032 (hereinafter sometimes referred to as the "1993 Gas Facilities
Bonds" or the "bonds of the 1993 Gas Facilities Series") and has duly
determined to create a series of bonds to be designated as First Mortgage
Bonds, Pollution Control Refunding Series 1993B due June 1, 2021 (hereinafter
sometimes referred to as the "1993 Pollution Control Refunding Bonds" or the
"bonds of the 1993 Pollution Control Refunding Series") (the 1993 Gas
Facilities Bonds and the 1993 Pollution Control Refunding Bonds being herein
sometimes referred to collectively as the "bonds of the 1993 Series"), which
said bonds of the 1993 Series are to be substantially in the following form
with such additional identification as may be advisable to distinguish each
separate series:
[FORM OF FACE OF BOND]
DELMARVA POWER & LIGHT COMPANY
FIRST MORTGAGE BOND
__________ Series 1993___
Due June 1, ________
Number:
Maturity Date: June 1, ______
Interest Rate:
Registered Owner:
Principal Amount: Dollars
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DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware
and the Commonwealth of Virginia (hereinafter called the Company), for value
received, hereby promises to pay to the Owner identified above, or registered
assigns as hereinafter provided, on the Maturity Date identified above, the
Principal Amount identified above, and to pay interest on said Principal Amount
until payment of said Principal Amount has been made or duly provided for at the
Interest Rate identified above, on June 1 and December 1 of each year,
commencing on December 1, 1993, and to pay interest on overdue principal and, to
the extent permitted by law, on overdue interest at the rate borne by this Bond,
except as the provisions hereinafter set forth with respect to redemption prior
to maturity may become applicable hereto, the principal of, premium, if any, and
interest on, this Bond being payable in lawful money of the United States of
America at the corporate trust office of the State Trustee (as hereinafter
defined). Interest on this bond shall be computed on the basis of a 360-day
year consisting of twelve 30-day months from the first day of June or December,
as the case may be, to which interest has been paid (or is deemed to have been
paid), unless no interest has been paid (or is deemed to have been paid) hereon,
in which case from June 1, 1993, until this bond shall be paid or the payment
hereof shall have been duly provided for.
The provisions of this bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
This bond shall not become valid or obligatory for any purpose until
CHEMICAL BANK, the Trustee under the Mortgage, or its successor thereunder,
shall have signed the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, DELMARVA POWER & LIGHT COMPANY has caused this
bond to be signed in its name with the manual or facsimile signature of its
President or one of its Vice Presidents and its corporate seal, or a facsimile
thereof, to be affixed hereto and attested by the manual signature of its
Secretary or one of its Assistant Secretaries.
Dated: June 1, 1993
Seal:
Attest: DELMARVA POWER & LIGHT COMPANY
____________________________ By______________________________
Secretary President
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This bond is one of the bonds of the series herein
designated, provided for in the within-mentioned mortgage.
Chemical Bank, Trustee
By__________________________
Authorized Officer
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[FORM OF REVERSE OF BOND]
DELMARVA POWER & LIGHT COMPANY
FIRST MORTGAGE BOND
____________ Series 1993 _____
Due June 1, ______
This bond is one of an issue of bonds of the Company (herein referred
to as the "bonds"), not limited in principal amount, issuable in series, which
different series may mature at different times, may bear interest at different
rates, and may otherwise vary as in the Mortgage hereinafter mentioned provided,
and is one of a series known as First Mortgage Bonds, _______ Series 1993___ due
June 1, _____ (herein sometimes referred to as "bonds of the 1993_____ Series").
All bonds of all series issued and to be issued under and equally and ratably
secured (except insofar as any sinking fund, established in accordance with
the provisions of the Mortgage hereinafter mentioned, may afford additional
security for the bonds of any particular series) by the Mortgage and Deed of
Trust, dated as of October 1, 1943, executed by the Company to THE NEW YORK
TRUST COMPANY, as Trustee, to which CHEMICAL BANK, a corporation of the State
of New York, is successor Trustee (herein, together with any indentures
supplemental thereto, including an Eighty-Fourth Supplemental Indenture, dated
as of June 1, 1993, called the "Mortgage"), to which reference is made for a
description of the property mortgaged and pledged, the nature and extent of
the security, the rights and limitations of rights of the holders of the bonds
and of the Company in respect thereof, the rights, duties and immunities of
the Trustee, and the terms and conditions upon which the bonds are, and are to
be, issued and secured. The Mortgage contains provisions permitting the
Company and the Trustee, with the consent of the holders of not less than
seventy-five percent (75%) in principal amount of all the bonds at the time
outstanding (determined as provided in the Mortgage), evidenced as in the
Mortgage provided, or in case the rights under the Mortgage of the holders of
the bonds of one or more, but less than all, of the series of bonds
outstanding shall be affected, then with the consent of the holders of not
less than seventy-five percent (75%) in principal amount of the bonds at the
time outstanding of the one or more series, taken in the aggregate, affected
(determined as provided in the Mortgage), evidenced as in the Mortgage
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Mortgage or
modifying in any manner the rights of the holders of the bonds and coupons;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any bonds, or reduce the rate or extend the time of payment
of interest thereon, or reduce the principal amount thereof, without the
consent of the holder of each bond so affected, or (ii) reduce the aforesaid
percentage of bonds, the holders of which are
-5-
required to consent to any such supplemental indenture without the consent of
the holders of all bonds then outstanding. Any such consent by the registered
holder of this bond (unless effectively revoked as provided in the Mortgage)
shall be conclusive and binding upon such holder and upon all future holders of
this bond, irrespective of whether or not any notation of such consent is made
upon this bond. No reference herein to the Mortgage and no provision of this
bond or of the Mortgage shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on, this bond at the time and place, at the rate and in the coin or
currency herein prescribed.
The fully registered bonds of the 1993 ______________ Series are
issuable in denominations of $5,000 and any integral multiple thereof. At the
office or agency to be maintained by the Company in the Borough of Manhattan,
The City of New York and in the manner and subject to the limitations provided
in the Mortgage, fully registered bonds of such series may be exchanged for a
like aggregate principal amount of fully registered bonds of such series of
other authorized denominations, and in each case without payment of any service
or other similar charge as provided in said Eighty-Fourth Supplemental
Indenture.
Concurrently with the issuance of the bonds of the 1993 __________
Series, The Delaware Economic Development Authority (the "Authority") is issuing
its ________________ Revenue Bonds (Delmarva Power & Light Company Project)
Series 1993___ (the "State Revenue Bonds") under and pursuant to an indenture
(the "State Indenture") between the Authority and Delaware Trust Company, as
trustee (the "State Trustee"), which term shall include its successors in trust,
if any, under the State Indenture). The bonds of the 1993 ________________
Series are issued to the State Trustee under a Pledge Agreement, between the
Company and the State Trustee, to provide for and secure the payment of the
State Revenue Bonds, the proceeds of which will be loaned to the Company to
finance or refinance certain facilities under a Financing Agreement between the
Authority and the Company.
Whenever payment or provision therefor has been made in respect of the
principal of, and premium, if any, and interest on, all or any portion of the
State Revenue Bonds in accordance with the State Indenture, the corresponding
amount of principal of, and premium, if any, and interest on, the bonds of the
1993 _________ Series issued as security therefor, shall be deemed to have been
paid.
If and whenever the Trustee is notified pursuant to Section 802 of the
State Indenture (i) that an event of default, as defined in Section 801 of such
State Indenture, has occurred and is continuing, (ii) that the principal of all
State Revenue Bonds then outstanding and the interest accrued thereon has been
declared due and payable, and (iii) that
-6-
redemption of all of the bonds of the 1993 _____________ Series issued as
security therefor is demanded, then, as soon as practicable and in any event
within five (5) days of having received notice of such default and of such
declaration and such demand, the Trustee shall so notify the Company and, upon
receipt of sufficient funds, shall redeem all of such bonds of the 1993
________________ Series then outstanding by payment of the principal amount
thereof together with accrued interest to the redemption date; provided,
however, that such requirement of redemption shall be deemed to be waived if,
prior to the date fixed for such redemption, the State Trustee has notified the
Trustee in writing that such event of default under such State Indenture is
waived or cured and the accelerated maturity of such State Revenue Bonds ceases
to be effective. The Company covenants that, upon receipt of notice of such
redemption from the Trustee, it shall immediately deposit with the Trustee
sufficient funds to enable the Trustee to redeem all of the bonds of the 1993
______________ Series. The bonds of the 1993 ______________ Series also shall
be subject to redemption in whole and in part as provided in the Mortgage.
The holder of this bond, by the acceptance hereof, waives any right to
notice of redemption of this bond, in whole or in part, which it may have under
any provisions of the Mortgage.
The Mortgage provides that if the Company shall deposit with the
Trustee in trust for the purpose funds sufficient to pay the principal of all of
the bonds of any series, or such of the bonds of any series as have been or are
to be called for redemption, and premium, if any, thereon, and all interest
payable on such bonds to the date on which they become due and payable at
maturity or upon redemption or otherwise, and shall comply with the other
provisions of the Mortgage in respect thereof, then from the date of such
deposit such bonds shall no longer be entitled to any lien or benefit under the
Mortgage.
The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Mortgage, upon the occurrence of a completed default as in
the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by the
registered holder hereof in person, or by his duly authorized attorney, at the
office or agency of the Company in said Borough of Manhattan, upon surrender and
cancellation of this bond, and thereupon a new fully registered bond or bonds of
authorized denominations of the same series and for the same aggregate principal
amount will be issued to the transferee in exchange herefore as provided in the
Mortgage, and in each case without payment of any service or other similar
charge as provided in said Eighty-Fourth Supplemental Indenture. The Company
and the Trustee, any paying agent and any bond registrar may deem and treat the
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person in whose name this bond is registered as the absolute owner hereof,
whether or not this bond shall be overdue, for the purpose of receiving payment
and for all other purposes and neither the Company nor the Trustee nor any
paying agent nor any bond registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, and interest on, this bond, or for any claim based hereon, or otherwise
in respect hereof, or based on, or in respect of, the Mortgage, against any
incorporator or any past, present or future subscriber to the capital stock,
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitution or by the
enforcement of any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors, as such, being waived and
released by the holder and owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage; and
[END OF BOND FORM]
WHEREAS, all acts and things prescribed by law and by the charter and
bylaws of the Company necessary to make the bonds of the 1993 Series, when
executed by the Company and authenticated by the Trustee, as in the Indenture
provided, valid, binding and legal obligations of the Company, entitled in all
respects to the security of the Indenture, have been performed; and
WHEREAS, provision is made in Sections 5.11 and 17.01 of the Original
Indenture for such further instruments and indentures, supplemental to the
Original Indenture, as may be necessary or proper to carry out more effectually
the purposes of the Original Indenture, and to subject to the lien of the
Original Indenture any property acquired after the date of the Original
Indenture and intended to be covered thereby, with the same force and effect as
though included in the granting clause thereof, and to add such further
covenants, restrictions or conditions for the protection of the mortgaged and
pledged property and the holders of the bonds as the Board of Directors of the
Company and the Trustee shall consider to be for the protection of the holders
of the bonds, and to set forth the terms and provisions of any series of bonds
to be issued under the Original Indenture and the form of the bonds and coupons
of such series; and the Company since the date of the Original Indenture has
acquired additional property not heretofore specifically subjected to the lien
of the Original Indenture; and it is desired to add certain further covenants,
restrictions and conditions for the protection of the mortgaged and pledged
property and the holders of the bonds, as provided in this Eighty-Fourth
Supplemental Indenture, which the Board of Directors of the Company and the
Trustee consider to be for the protection of the holders of the bonds; and the
Company
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desires to issue the bonds of the 1993 Series; and the Company therefore deems
it advisable to enter into this Eighty-Fourth Supplemental Indenture in the form
and terms hereof; and
WHEREAS, the execution and delivery of this Eighty-Fourth Supplemental
Indenture has been duly authorized by the Board of Directors of the Company at a
meeting duly called and held according to law, and all conditions and
requirements necessary to make this Eighty-Fourth Supplemental Indenture a
valid, binding and legal instrument in accordance with its terms, for the
purposes herein expressed, and the execution and delivery hereof, in the form
and terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, in order further to secure the payment of the
principal and interest and premium, if any, of all bonds issued and to be issued
under the Original Indenture and any indentures supplemental thereto, including
this Eighty-Fourth Supplemental Indenture, according to their tenor, purport and
effect and the performance and observance of all the covenants and conditions in
said bonds and the Original Indenture and any indentures supplemental thereto,
including this Eighty-Fourth Supplemental Indenture, contained and to subject to
the lien of the Original Indenture, as so supplemented, with the same force and
effect as though included in the granting clause thereof, additional property
now owned by the Company, and for and in consideration of the premises and of
the sum of One Dollar ($1.00), lawful money of the United States of America, to
the Company duly paid by the Trustee at or before the ensealing and delivery
hereof, and other valuable considerations, the receipt whereof is hereby
acknowledged, and intending to be legally bound hereby, the Company has executed
and delivered this Eighty-Fourth Supplemental Indenture, and hath granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over and confirmed, and granted a security interest therein, and by these
presents doth grant, bargain, sell release, convey, assign, transfer, mortgage,
pledge, set over and confirm, and grant a security interest therein, subject to
the provisions of the Indenture, unto CHEMICAL BANK, as trustee, and to its
successors in trust and to its and their assigns forever, all the following
described properties of the Company, and doth hereby confirm that the Company
will not cause or consent to a partition, either voluntary or through legal
proceedings, of property, whether herein described or heretofore or hereafter
acquired, in which its ownership shall be as tenants in common, except as
permitted by, and in conformity with, the provision of the Indenture and
particularly of Article IX of the Original Indenture:
All property, real, personal and mixed, tangible and intangible, owned
by the Company on the date of the execution hereof or which may be hereafter
acquired by it (except such property as in the Original Indenture expressly
excepted from the lien and operation of the Indenture).
-9-
The property covered by this Eighty-Fourth Supplemental Indenture
shall include particularly, among other property, without prejudice to the
generality of the language hereinbefore or hereinafter contained, the following
described property:
All the electric generating stations, station sites, stations,
electric reserve generating stations, substations, substation sites, gas
manufacturing plants, ice and cold storage plants, steam plants, hot water
plants, hydro-electric stations, hydro-electric station sites, electric
transmission lines, electric distribution systems, gas transportation mains, gas
distribution systems, steam distribution systems, hot water distribution
systems, regulator stations, regulator station sites, office buildings,
storeroom buildings, warehouse buildings, boiler houses, plants, plant sites,
service plants, coal storage yards, and poleyards now or hereafter owned by the
Company, including all electric works, power houses, generators, turbines,
boilers, engines, furnaces, retorts, dynamos, buildings, structures,
transformers, meters, towers, poles, tower lines, cables, pole lines, tanks,
storage holders, regulators, gas works, pipes, pipe lines, mains, pipe fittings,
valves, drips, connections, tunnels, conduits, gates, motors, wires, switch
racks, switches, brackets, insulators, and all equipment, improvements,
machinery, appliances, devices, appurtenances, supplies and miscellaneous
property for generating, producing, transforming, converting, storing and
distributing electric energy, gas, ice, steam and hot water, and furnishing cold
storage, now or hereafter owned by the Company, together with all furniture and
fixtures located in the aforesaid buildings, and all land now or hereafter owned
by the Company on which the same or any part thereof are situated, and all of
the real estate, leases, leaseholds (except the last day of the term of each
lease and leasehold), and lands now or hereafter owned by the Company, including
land located on or adjacent to any river, stream or other water, together with
all flowage rights, flooding rights, water rights, riparian rights, dams and dam
sites and rights, flumes, canals, races, raceways, head works and diversion
works, and all of the municipal and other franchises, licenses, consents,
ordinances, permits, privileges, rights, servitudes, easements and rights-of-
way and other rights in or relating to real estate or the occupancy of the same
now or hereafter owned by the Company, and all of the other property, real,
personal or mixed, now or hereafter owned by the Company, forming a part of any
of the foregoing property or used or enjoyed or capable of being used or enjoyed
in connection therewith or in anywise appertaining thereto, whether developed or
undeveloped, or partially developed, or whether now equipped and operating or
not and wherever situated, and all of the Company's presently held or hereafter
acquired right, title and interest in and to the land on which the same or any
part thereof are situated or adjacent thereto, and all rights for or relating to
the construction, maintenance or operation of any of the foregoing property
through, over, under or upon any public streets or highways or other lands,
public or private, and (except as hereinafter expressly
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excepted) all the right, title and interest of the Company presently held or
hereafter acquired in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinbefore described, and, as to all of the foregoing, whether
now owned by the Company or hereafter acquired by the Company.
Without limitation of the generality of the foregoing, the easements
and rights of way and other rights in or relating to real estate or the
occupancy of the same owned by the Company, and whether used or not used in
connection with the Company's operations, which were conveyed to the Company and
recorded in the following Real Property Deed Records to which reference is made
for a more particular description, to wit:
State and County
- ----------------
DELAWARE
New Castle
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
11/13/92 1428 0265 01/25/93 1464 0034
12/16/92 1444 0082 01/25/93 1464 0036
12/22/92 1447 0231 01/25/93 1464 0038
01/25/93 1463 0154 01/25/93 1464 0040
01/25/93 1463 0157 01/25/93 1464 0042
01/25/93 1463 0160 01/25/93 1464 0044
01/25/93 1463 0294 01/25/93 1464 0047
01/25/93 1463 0298 01/25/93 1464 0050
01/25/93 1463 0301 01/25/93 1464 0052
01/25/93 1463 0304 01/25/93 1464 0054
01/25/93 1463 0307 01/25/93 1464 0056
01/25/93 1463 0309 01/25/93 1464 0058
01/25/93 1463 0311 01/25/93 1464 0060
01/25/93 1463 0313 01/25/93 1464 0062
01/25/93 1463 0315 01/25/93 1464 0066
01/25/93 1463 0317 01/25/93 1464 0070
01/25/93 1463 0319 01/25/93 1464 0079
01/25/93 1463 0321 01/25/93 1464 0090
01/25/93 1463 0323 01/25/93 1464 0095
01/25/93 1463 0325 02/17/93 1474 0026
01/25/93 1463 0327 02/17/93 1474 0301
01/25/93 1463 0329 02/17/93 1474 0304
01/25/93 1463 0331 02/17/93 1474 0307
01/25/93 1463 0333 02/17/93 1474 0310
01/25/93 1463 0335 02/17/93 1474 0312
01/25/93 1463 0337 02/17/93 1474 0314
01/25/93 1463 0339 02/17/93 1474 0316
01/25/93 1463 0342 02/17/93 1474 0318
01/25/93 1463 0345 02/17/93 1474 0320
01/25/93 1464 0001 02/17/93 1474 0322
01/25/93 1464 0004 02/17/93 1474 0324
01/25/93 1464 0006 02/17/93 1474 0328
-11-
01/25/93 1464 0014 02/17/93 1474 0330
01/25/93 1464 0016 02/17/93 1474 0332
01/25/93 1464 0018 02/17/93 1474 0334
01/25/93 1464 0020 03/08/93 1486 0009
01/25/93 1464 0022 03/08/93 1486 0017
01/25/93 1464 0024 03/08/93 1486 0019
01/25/93 1464 0026 03/08/93 1486 0021
01/25/93 1464 0028 03/08/93 1486 0023
01/25/93 1464 0030 03/08/93 1486 0026
01/25/93 1464 0032
State and County
- ----------------
DELAWARE
Sussex
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
01/07/93 DDG 1891 0150 01/07/93 DDG 1891 0158
01/07/93 DDG 1891 0152 01/07/93 DDG 1891 0160
01/07/93 DDG 1891 0154 01/07/93 DDG 1891 0162
01/07/93 DDG 1891 0156 01/07/93 DDG 1891 0164
State and County
- ----------------
MARYLAND
Caroline
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
10/13/92 FDM 250 0599 12/24/92 FDM 251 0374
12/24/92 FDM 251 0372
State and County
- ----------------
MARYLAND
Kent
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
10/14/92 MLM 029 0278 11/12/92 MLM 031 0114
10/14/92 MLM 029 0280 11/12/92 MLM 031 0116
10/14/92 MLM 029 0282 12/14/92 MLM 033 0054
10/14/92 MLM 029 0284 12/14/92 MLM 033 0056
10/14/92 MLM 029 0286 12/14/92 MLM 033 0058
10/14/92 MLM 029 0288 12/14/92 MLM 033 0060
10/14/92 MLM 029 0290 12/14/92 MLM 033 0062
-12-
State and County
- ----------------
MARYLAND
Queen Annes
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
11/12/92 MWM 0411 0020 11/12/92 MWM 0411 0052
11/12/92 MWM 0411 0022 11/24/92 MWM 0412 0491
11/12/92 MWM 0411 0024 11/24/92 MWM 0412 0493
11/12/92 MWM 0411 0026 11/24/92 MWM 0412 0495
11/12/92 MWM 0411 0028 12/14/92 MWM 0414 0269
11/12/92 MWM 0411 0030 12/14/92 MWM 0414 0271
11/12/92 MWM 0411 0032 12/14/92 MWM 0414 0273
11/12/92 MWM 0411 0034 12/14/92 MWM 0414 0275
11/12/92 MWM 0411 0036 12/14/92 MWM 0414 0277
11/12/92 MWM 0411 0038 12/14/92 MWM 0414 0279
11/12/92 MWM 0411 0040 12/14/92 MWM 0414 0281
11/12/92 MWM 0411 0042 12/14/92 MWM 0414 0283
11/12/92 MWM 0411 0044 12/14/92 MWM 0414 0285
11/12/92 MWM 0411 0046 12/14/92 MWM 0414 0287
11/12/92 MWM 0411 0048 12/14/92 MWM 0414 0289
11/12/92 MWM 0411 0050
State and County
- ----------------
MARYLAND
Somerset
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
11/12/92 ITP 0407 1080 11/12/92 ITP 0407 1082
State and County
- ----------------
MARYLAND
Talbot
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
12/17/92 MAS 0740 0487 01/21/93 MAS 0743 0410
12/17/92 MAS 0740 0489 01/21/93 MAS 0743 0412
12/17/92 MAS 0740 0491 01/21/93 MAS 0743 0414
12/17/92 MAS 0740 0493 01/21/93 MAS 0743 0416
01/21/93 MAS 0743 0408 01/21/93 MAS 0743 0418
-13-
State and County
- ----------------
MARYLAND
- --------
Wicomico
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
10/14/92 MSB 1310 0303 11/12/92 MSB 1314 0414
10/14/92 MSB 1310 0305 11/12/92 MSB 1314 0416
10/14/92 MSB 1310 0307 11/12/92 MSB 1314 0418
11/12/92 MSB 1314 0406 11/12/92 MSB 1314 0420
11/12/92 MSB 1314 0408 11/12/92 MSB 1314 0422
11/12/92 MSB 1314 0410 12/14/92 MSB 1318 0373
11/12/92 MSB 1314 0412 12/14/92 MSB 1318 0375
State and County
- ----------------
MARYLAND
Worcester
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
10/13/92 RHO 1868 0432
State and County
- ----------------
VIRGINIA
Accomack
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
12/14/92 SHC 0633 00251 01/19/93 SHC 0635 00125
12/14/92 SHC 0633 00254 01/19/93 SHC 0635 00128
01/19/93 SHC 0635 00116 01/19/93 SHC 0635 00131
01/19/93 SHC 0635 00119 01/19/93 SHC 0635 00134
01/19/93 SHC 0635 00122
State and County
- ----------------
VIRGINIA
Northampton
Received Deed Records Received Deed Records
for Record Book Page for Record Book Page
10/13/92 KFA 257 0758 10/13/92 KFA 257 0760
Together with all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 9.01 of the Original Indenture) the
tolls, rents, revenues, issues, earnings,
-14-
income, product and profits thereof, and all the estate, right, title and
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 property and franchises
and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that all property, rights and
franchises acquired by the Company after the date hereof (except any in the
Original Indenture expressly excepted) shall (subject to the provisions of
Section 9.01 of the Original Indenture and to the extent permitted by law) be as
fully embraced within the lien of the Original Indenture and any indentures
supplemental thereto, including this Eighty-Fourth Supplemental Indenture, as if
such property, rights and franchises were at the time of the execution of the
Original Indenture owned by the Company and/or specifically described therein
and conveyed thereby and as if such property, rights and franchises were now
owned by the Company and/or specifically described herein and conveyed hereby;
Provided that, in addition to the reservations and exceptions herein
elsewhere contained, the following are not and are not intended to be granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and any indentures supplemental thereto,
including this Eighty-Fourth Supplemental Indenture, viz.: (1) cash and shares
of stock and certificates or evidence of interest therein and obligations
(including bonds, notes and other securities) not, in or pursuant to the
Original Indenture or any indenture supplemental thereto, including this Eighty-
Fourth Supplemental Indenture, specifically pledged or deposited or delivered or
therein covenanted so to be; (2) any goods, wares, merchandise, equipment,
materials or supplies held or acquired for the purpose of sale or resale in the
usual course of business or for consumption in the operation of any properties
of the Company; and (3) all judgments, contracts, accounts and choses in action,
the proceeds of which the Company is not obligated as in the Original Indenture
provided to deposit with the Trustee hereunder; provided, however, that the
property and rights expressly excepted from the lien and operation of the
Original Indenture and any indentures supplemental thereto, including this
Eighty-Fourth Supplemental Indenture, in the above subdivisions (2) and (3)
shall (to the extent permitted by law) cease to be so excepted, in the event
that the Trustee or a receiver or trustee shall take possession of the mortgaged
and pledged property in the manner provided in Article X of the Original
Indenture, by reason of the occurrence of a completed default, as defined in
said Article X of the Original Indenture.
TO HAVE AND TO HOLD all such properties, real, personal, or mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by the Company as aforesaid, or intended so to
be,
-15-
unto the Trustee and its successors in the trusts created in the Indenture and
its and their assigns foreover;
SUBJECT, HOWEVER, to any reservations, exceptions, conditions,
limitations and restrictions contained in several deeds, servitudes, franchises
and contracts or other instruments through which the Company acquired, and/or
claims title to and/or enjoys the use of the aforesaid properties; and subject
also to encumbrances of the character defined in the Original Indenture as
"excepted encumbrances" in so far as the same may attach to any of the property
embraced herein;
IN TRUST NEVERTHELESS upon the terms, trusts, uses and purposes
specifically set forth in the Indenture; this Eighty-Fourth Supplemental
Indenture being made for the purpose inter alia, of subjecting the real estate
and premises and other property above described to the lien and operation of the
Indenture, so that the same shall be held specifically by the Trustee under and
subject to the terms and conditions of the Indenture in identically the same
manner and for the same trusts, uses and purposes, as though the said real
estate and premises and other property had been specifically described in the
Original Indenture.
AND IT IS HEREBY FURTHER COVENANTED AND AGREED and the Company and the
Trustee have mutually agreed, in consideration of the premises, as follows:
ARTICLE I
DESIGNATION, PROVISIONS, DENOMINATIONS AND ISSUANCE
OF BONDS OF THE 1993 GAS FACILITIES SERIES
SECTION 1. A series of bonds of the Company issuable and secured by
the Indenture is hereby created and authorized, which series shall be designated
"First Mortgage Bonds, Gas Facilities Series 1993A due June 1, 2032" and
sometimes referred to as the "1993 Gas Facilities Bonds" or the "bonds of the
1993 Gas Facilities Series". All bonds of the 1993 Gas Facilities Series shall
be fully registered bonds.
Each bond of the 1993 Gas Facilities Series shall be dated as of
June 1, 1993, and shall mature, subject to prior redemption, upon the terms
and conditions hereinafter set forth, on June 1, 2032. All such bonds shall
bear interest at the rate of six and five hundredths percent (6.05%) per annum
from and including the date thereof until payment of the principal or
redemption price thereof shall have been made or provided for in accordance
with the provisions hereof, whether at maturity, upon redemption or otherwise.
Interest on such bonds shall be payable semi-annually on each June 1 and
December 1 commencing December 1, 1993. Interest on such bonds shall be
computed upon the basis of a 360-day year, consisting of twelve (12) thirty
(30) day months from the first day of June or December, as the case may be, to
which interest has
-16-
been paid (or is deemed to have been paid), unless no interest has been paid (or
is deemed to have been paid) thereon, in which case from June 1, 1993, until all
such bonds shall be paid or the payment thereof shall have been duly provided
for. Each such bond shall bear interest on overdue principal and, to the extent
permitted by law, on overdue interest at the rate borne by such bonds.
The principal of, and premium, if any, and interest on, the bonds of
the 1993 Gas Facilities Series shall be payable in any coin or currency of the
United States of America which, at the respective dates of payment thereof, is
legal tender for the payment of public and private debts, and such principal,
premium, if any, and interest shall be payable at the corporate trust office of
the State Trustee, as hereinafter defined.
SECTION 2. The bonds of the 1993 Gas Facilities Series shall be
registered in the name of the State Trustee, as hereinafter defined, under an
Indenture of Trust, dated as of June 1, 1993 (for the purpose of this Article I
the "State Indenture"), between the Authority and Delaware Trust Company (for
the purpose of this Article I, including its successors in trust, if any, under
the State Indenture, the "State Trustee"), relating to the Authority's Gas
Facilities Revenue Bonds (Delmarva Power & Light Company Project) Series 1993A
(for the purpose of this Article I the "State Revenue Bonds"). The bonds of the
1993 Gas Facilities Series are issued to provide for, and secure, the payment of
the State Revenue Bonds, the proceeds of which will be used to finance certain
gas facilities located or to be located in the Company's gas distribution system
in New Castle County, Delaware, under a Financing Agreement dated as of June 1,
1993 (for the purpose of this Article I the "Agreement"), between the Authority
and the Company. The principal of, and premium, if any, and interest on, the
State Revenue Bonds are payable from payments made by the Company of principal
of, and premium, if any, and interest on, the bonds of the 1993 Gas Facilities
Series.
SECTION 3. Whenever payment or provision therefor has been made in
respect of the principal of, and premium, if any, and interest on, all or any
portion of the State Revenue Bonds in accordance with the State Indenture, the
corresponding amount of principal of, and premium, if any, and interest on, the
bonds of the 1993 Gas Facilities Series issued as security therefor, shall be
deemed to have been paid.
The Trustee may conclusively assume that the obligation of the Company
to make payments on the bonds of the 1993 Gas Facilities Series shall have been
fully satisfied and discharged in a timely manner unless and until the Trustee
shall have received a written notice to the contrary from the State Trustee,
which notice shall state the date such payment was due, the amount of such
payment, and the purpose for which such payment was to have been made.
-17-
SECTION 4. (a) Mandatory Redemption Upon Redemption of State Revenue
-----------------------------------------------------
Bonds. On any date on which the State Revenue Bonds shall be redeemed in whole
- -----
or in part, the bonds of the 1993 Gas Facilities Series shall be redeemed in
like principal amount at the same redemption price plus the same accrued
interest as shall be payable on the State Revenue Bonds then to be redeemed.
The Company covenants that it shall deposit with the Trustee sufficient funds to
enable the Trustee to redeem all of the bonds of the 1993 Gas Facilities Series
so to be redeemed on each date on which they are to be redeemed.
(b) Mandatory Redemption upon Acceleration of State Revenue Bonds.
-------------------------------------------------------------
If and whenever the Trustee is notified pursuant to Section 802 of the State
Indenture (i) that an event of default, as defined in Section 801 of the State
Indenture, has occurred and is continuing, (ii) that the principal of all State
Revenue Bonds then outstanding and the interest accrued thereon has been
declared due and payable and (iii) that the redemption of the bonds of the 1993
Gas Facilities Series is demanded, then as soon as practicable, and in any event
within five (5) days of having received notice of such default and of such
declaration and such demand, the Trustee shall so notify the Company and, upon
receipt of sufficient funds, shall redeem all of the bonds of the 1993 Gas
Facilities Series then outstanding upon payment of the principal amount thereof
together with accrued interest to the redemption date; provided, however, that
such requirement of redemption shall be deemed to be waived, if, prior to the
date fixed for such redemption, the State Trustee has notified the Trustee in
writing that such event of default under the State Indenture is waived or cured
and the accelerated maturity of the State Revenue Bonds ceases to be effective.
The Company covenants that, upon receipt of notice of such redemption from the
Trustee, it shall immediately deposit with the Trustee sufficient funds to
enable the Trustee to redeem all of the bonds of the 1993 Gas Facilities Series.
(c) The Trustee shall not be deemed to have received a redemption
notice and demand from the State Trustee under Section 4(b), unless such notice
and demand shall have been signed by the President, a Vice President, an
Assistant Vice President, a Trust Officer or an Assistant Trust Officer of the
State Trustee and shall have been delivered to the Trustee at its principal
corporate trust office addressed to the attention of its Corporate Trustee
Administration Department.
(d) Notwithstanding any other provisions of the Indenture, the bonds
of the 1993 Gas Facilities Series are subject to redemption only as provided in
this Section 4.
SECTION 5. Each holder of bonds of the 1993 Gas Facilities Series, by
the acceptance thereof, has waived any rights to notice of redemption of such
bonds. Therefore, the Trustee shall not give notice to the holder of such
bonds, notwithstanding any other provisions of the Indenture.
-18-
SECTION 6. Bonds of the 1993 Gas Facilities Series shall be issuable
in the denominations of $5,000 and integral multiples thereof. Bonds of the
1993 Gas Facilities Series may be exchanged at the option of the holders
thereof, for a like aggregate principal amount of fully registered bonds of such
series of other authorized denominations.
No service or other similar charge shall be made for any exchange,
transfer, or registration of the bonds of 1993 Gas Facilities Series, but the
Company may require payment of a sum sufficient to cover any tax or taxes or
other governmental charges required to be paid by the Company in relation
thereto.
SECTION 7. The principal amount of the bonds of the 1993 Gas
Facilities Series which may be authenticated and delivered hereunder is limited
in aggregate principal amount to $15,000,000.
SECTION 8. Bonds of the 1993 Gas Facilities Series in the aggregate
principal amount of $15,000,000 shall forthwith be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee and
delivered, either before or after the recording hereof, in accordance with the
request of the Company, signed in the name of the Company by its President, or
one of its Vice Presidents and its Treasurer or one of its Assistant Treasurers,
upon compliance by the Company with the applicable provisions of Articles III
and IV of the Original Indenture, as amended.
ARTICLE II
DESIGNATION, PROVISIONS, DENOMINATIONS AND ISSUANCE
OF BONDS OF THE 1993 POLLUTION CONTROL REFUNDING SERIES
SECTION 1. A series of bonds of the Company issuable and secured by
the Indenture is hereby created and authorized, which series shall be designated
"First Mortgage Bonds, Pollution Control Refunding Series 1993B due June 1,
2021" and sometimes referred to as the "1993 Pollution Control Refunding Bonds"
or the "bonds of the 1993 Pollution Control Refunding Series". All bonds of the
1993 Pollution Control Refunding Series shall be fully registered bonds.
Each bond of the 1993 Pollution Control Refunding Series shall be
dated as of June 1, 1993, and shall mature, subject to prior redemption, upon
the terms and conditions hereinafter set forth, on June 1, 2021. All such bonds
shall bear interest at the rate of five and ninety hundredths percent (5.90%)
per annum from and including the date thereof until payment of the principal or
redemption price thereof shall have been made or provided for in accordance with
the provisions hereof, whether at maturity, upon redemption or otherwise.
Interest on such bonds shall be payable semi-annually on each June 1 and
December 1 commencing December 1, 1993. Interest on such bonds shall be
computed upon the basis of a 360-day year,
-19-
consisting of twelve (12) thirty (30) day months from the first day of June or
December, as the case may be, to which interest has been paid (or is deemed to
have been paid), unless no interest has been paid (or is deemed to have been
paid) thereon, in which case from June 1, 1993, until all such bonds shall be
paid or the payment thereof shall have been duly provided for. Each such bond
shall bear interest on overdue principal and, to the extent permitted by law, on
overdue interest at the rate borne by such bonds.
The principal of, and premium, if any, and interest on, the bonds of
the 1993 Pollution Control Refunding Series shall be payable in any coin or
currency of the United States of America which, at the respective dates of
payment thereof, is legal tender for the payment of public and private debts,
and such principal, premium, if any, and interest shall be payable at the
corporate trust office of the State Trustee, as hereinafter defined.
SECTION 2. The bonds of the 1993 Pollution Control Refunding Series
shall be registered in the name of the State Trustee, as hereinafter defined,
under an Indenture of Trust, dated as of June 1, 1993 (for the purpose of this
Article II the "State Indenture"), between the Authority and Delaware Trust
Company (for the purpose of this Article II, including its successors in trust,
if any, under the State Indenture, the "State Trustee"), relating to the
Authority's Pollution Control Refunding Revenue Bonds (Delmarva Power & Light
Company Project) Series 1993B (for the purpose of this Article II the "State
Revenue Bonds"). The bonds of the 1993 Pollution Control Refunding Series are
issued to provide for, and secure, the payment of the State Revenue Bonds, the
proceeds of which will be used to refinance certain pollution control facilities
under a Financing Agreement dated as of June 1, 1993 (for the purpose of this
Article II the "Agreement"), between the Authority and the Company. The
principal of, and premium, if any, and interest on, the State Revenue Bonds are
payable from payments made by the Company of principal of, and premium, if any,
and interest on, the bonds of the 1993 Pollution Control Refunding Series.
SECTION 3. Whenever payment or provision therefor has been made in
respect of the principal of, and premium, if any, and interest on, all or any
portion of the State Revenue Bonds in accordance with the State Indenture, the
corresponding amount of principal of, and premium, if any, and interest on, the
bonds of the 1993 Pollution Control Refunding Series issued as security
therefor, shall be deemed to have been paid.
The Trustee may conclusively assume that the obligation of the Company
to make payments on the bonds of the 1993 Pollution Control Refunding Series
shall have been fully satisfied and discharged in a timely manner unless and
until the Trustee shall have received a written notice to the contrary from the
State Trustee, which notice shall state the
-20-
date such payment was due, the amount of such payment, and the purpose for which
such payment was to have been made.
SECTION 4. (a) Mandatory Redemption Upon Redemption of State Revenue
-----------------------------------------------------
Bonds. On any date on which the State Revenue Bonds shall be redeemed in whole
- -----
or in part, the bonds of the 1993 Pollution Control Refunding Series shall be
redeemed in like principal amount at the same redemption price plus the same
accrued interest as shall be payable on the State Revenue Bonds then to be
redeemed. The Company covenants that it shall deposit with the Trustee
sufficient funds to enable the Trustee to redeem all of the bonds of the 1993
Pollution Control Refunding Series so to be redeemed on each date on which they
are to be redeemed.
(b) Mandatory Redemption upon Acceleration of State Revenue Bonds.
-------------------------------------------------------------
If and whenever the Trustee is notified pursuant to Section 802 of the State
Indenture (i) that an event of default, as defined in Section 801 of the State
Indenture, has occurred and is continuing, (ii) that the principal of all State
Revenue Bonds then outstanding and the interest accrued thereon has been
declared due and payable and (iii) that the redemption of the bonds of the 1993
Pollution Control Refunding Series is demanded, then as soon as practicable, and
in any event within five (5) days of having received notice of such default and
of such declaration and such demand, the Trustee shall so notify the Company,
and upon receipt of sufficient funds, shall redeem all of the bonds of the 1993
Pollution Control Refunding Series then outstanding upon payment of the
principal amount thereof together with accrued interest to the redemption date;
provided, however, that such requirement of redemption shall be deemed to be
waived, if, prior to the date fixed for such redemption, the State Trustee has
notified the Trustee in writing that such event of default under the State
Indenture is waived or cured and the accelerated maturity of the State Revenue
Bonds ceases to be effective. The Company covenants that, upon receipt of
notice of such redemption from the Trustee, it shall immediately deposit with
the Trustee sufficient funds to enable the Trustee to redeem all of the bonds of
the 1993 Pollution Control Refunding Series.
(c) The Trustee shall not be deemed to have received a redemption
notice and demand from the State Trustee under Section 4(b), unless such notice
and demand shall have been signed by the President, a Vice President, an
Assistant Vice President, a Trust Officer or an Assistant Trust Officer of the
State Trustee and shall have been delivered to the Trustee at its principal
corporate trust office addressed to the attention of its Corporate Trustee
Administration Department.
(d) Notwithstanding any other provisions of the Indenture, the bonds
of the 1993 Pollution Control Refunding Series are subject to redemption only as
provided in this Section 4.
-21-
SECTION 5. Each holder of bonds of the 1993 Pollution Control
Refunding Series, by the acceptance thereof, has waived any rights to notice of
redemption of such bonds. Therefore, the Trustee shall not give notice to the
holder of such bonds, notwithstanding any other provisions of the Indenture.
SECTION 6. Bonds of the 1993 Pollution Control Refunding Series shall
be issuable in the denominations of $5,000 and integral multiples thereof.
Bonds of the 1993 Pollution Control Refunding Series may be exchanged at the
option of the holders thereof, for a like aggregate principal amount of fully
registered bonds of such series of other authorized denominations.
No service or other similar charge shall be made for any exchange,
transfer, or registration of the bonds of 1993 Pollution Control Refunding
Series, but the Company may require payment of a sum sufficient to cover any tax
or taxes or other governmental charges required to be paid by the Company in
relation thereto.
SECTION 7. The principal amount of the bonds of the 1993 Pollution
Control Refunding Series which may be authenticated and delivered hereunder is
limited in aggregate principal amount to $18,200,000.
SECTION 8. Bonds of the 1993 Pollution Control Refunding Series in
the aggregate principal amount of $18,200,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by the Trustee
and delivered, either before or after the recording hereof, in accordance with
the request of the Company, signed in the name of the Company by its President,
or one of its Vice Presidents and its Treasurer or one of its Assistant
Treasurers, upon compliance by the Company with the applicable provisions of
Articles III and IV of the Original Indenture, as amended.
ARTICLE III
MISCELLANEOUS
SECTION 1. As supplemented and amended by the aforesaid supplemental
indentures and as supplemented and amended by this Eighty-Fourth Supplemental
Indenture, the Original Indenture is in all respects ratified and confirmed and
the Original Indenture and the aforesaid supplemental indentures and this
Eighty-Fourth Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
SECTION 2. This Eighty-Fourth Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.
-22-
SECTION 3. The recitals of fact contained herein shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.
SECTION 4. The debtor and its mailing address are Delmarva Power &
Light Company, 800 King Street, P.O. Box 231, Wilmington, Delaware 19899. The
secured party and its address, from which information concerning the security
interest hereunder may be obtained, are Chemical Bank, 450 W. 33rd Street, 9th
Floor, New York, New York 10001, Attn: Corporate Trustee Administration
Department.
SECTION 5. The Trustee may conclusively rely on, and shall be
protected in acting upon, any certificate, opinion, notice, demand, waiver,
request, consent, report, or other paper or document signed by the President, a
Vice President, or a Trust Officer of the State Trustee.
SECTION 6. The Company acknowledges that it received a true and
correct copy of this Eighty-Fourth Supplemental Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be
signed in its name and behalf by its Vice President and its corporate seal to be
hereunto affixed and attested by its Secretary and the Trustee has caused this
instrument to be signed in its name and behalf by one of its Vice Presidents and
its corporate seal to be hereunto affixed and attested by a Trust Officer,
effective as of the 1st day of June, 1993.
DELMARVA POWER & LIGHT COMPANY
Date of Execution By /s/ B. S. Graham
-------------------------------
May 28, 1993 B. S. GRAHAM, VICE PRESIDENT
[Seal]
Attest:
/s/ D. P. Connelly
-------------------------------
D. P. CONNELLY, SECRETARY
CHEMICAL BANK
Date of Execution By /s/ F. J. Farrell
-------------------------------
May 28, 1993 F. J. FARRELL, VICE PRESIDENT
[Seal]
Attest:
/s/ R. Bishop
-------------------------------
R. BISHOP, TRUST OFFICER
-23-
STATE OF DELAWARE )
) SS.
NEW CASTLE COUNTY )
BE IT REMEMBERED that on this 28th day of May
--------- -------------
A.D. 1993, personally came before me, a notary public for the State of Delaware,
B. S. Graham, Vice President of DELMARVA POWER & LIGHT COMPANY, a corporation of
the State of Delaware and the Commonwealth of Virginia, party to the foregoing
instrument, known to me personally to be such, and acknowledged the said
instrument to be her own act and deed and the act and deed of said corporation;
that the signature of said Vice President is in her own proper handwriting; that
the seal affixed is the common or corporate seal of the said corporation; and
that her act of signing, sealing, executing and delivering said instrument was
duly authorized by resolution of the Board of Directors of said corporation.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ Sheryl R. Hynson
-----------------------------------
Notary Public
My Commission expires
March 16, 1995
[Seal]
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STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 28th day of May A.D. 1993,
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personally came before me, a Notary Public for the State of New York, F. J.
Farrell, Vice President of CHEMICAL BANK, a corporation of the State of New
York, party to the foregoing instrument, known to me personally to be such,
and acknowledged the said instrument to be his own act and deed and the act
and deed of said corporation; that the signature of said Vice President is his
own proper handwriting; that the seal affixed is the common or corporate seal
of said corporation; and that his act of signing, sealing, executing and
delivering said instrument was duly authorized by resolution of the Board of
Directors of said Corporation.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ Emily Fayan
----------------------------------
Notary Public
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate Filed in New York County
Commission Expires December 31, 1993
[Seal]
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CERTIFICATE OF RESIDENCE
CHEMICAL BANK, successor Trustee to the Trustee within named, by
merger, hereby certifies that its precise residence is 450 W. 33rd Street,
in the Borough of Manhattan, in The City of New York, in the State of New York.
CHEMICAL BANK
By: /s/ R. Bishop
-------------------------------
R. Bishop
Trust Officer
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RECORDATION DATA
Executed Counterparts of the Eighty-Fourth Supplemental Indenture were
recorded in Real Property Mortgage Records as follows:
Received Mortgage Records
State and County for Record Book Page
---------- ---- ----
DELAWARE:
New Castle 06/03/93 2863 316
Kent 06/02/93 X045 131
Sussex 06/02/93 1766 113
PENNSYLVANIA:
Armstrong 06/02/93 1298 162
Adams 06/01/93 731 302
Bedford 06/01/93 520 591
Blair 06/01/93 1072 385
Cambria 06/02/93 831 789
Cumberland 06/01/93 1138 1191
Delaware 06/02/93 1099 1543
Franklin 06/02/93 883 565
Huntingdon 06/02/93 326 512
Indiana 06/01/93 469 018
Lancaster 06/01/93 3908 563
Westmoreland 06/01/93 3133 196
York 06/01/93 641 803
NEW JERSEY:
Burlington 07/21/93 5088 241
Camden 06/02/93 3990 614
Gloucester 07/21/93 2425 116
Mercer 06/02/93 2775 010
Middlesex 06/02/93 4457 405
Salem 06/02/93 0714 040
Somerset 06/02/93 2263 506
Warren 06/02/93 1403 120
MARYLAND:
Caroline 06/03/93 215 352
Cecil 06/04/93 437 001
Dorchester 06/02/93 288 592
Kent 06/04/93 040 468
Queen Anne's 06/02/93 428 559
Somerset 06/02/93 411 1080
Talbot 06/03/93 752 345
Wicomico 06/01/93 1339 828
Worcester 06/02/93 1937 103
VIRGINIA:
Accomack 06/02/93 642 669
Northampton 06/02/93 261 386
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