Exhibit 4-F
DELMARVA POWER & LIGHT COMPANY
OFFICER'S CERTIFICATE
________________, the _________ of Delmarva Power & Light
Company (the "Company"), pursuant to the authority granted in the
Board Resolutions of the Company dated _____________, 1996, and
Sections 201 and 301 of the Indenture defined herein, does hereby
certify to Wilmington Trust Company (the "Trustee"), as Trustee
under the Indenture of the Company (For Unsecured Subordinated
Debt Securities relating to Trust Securities) dated as of
______________, 1996 (the "Indenture") that:
1. The securities of the first series to be issued under
the Indenture shall be designated "____% Junior
Subordinated Debentures, Series I, Due" (the
"Debentures of the First Series"). The Debentures of
the First Series are to be issued to Delmarva Power
Financing I, a Delaware statutory business trust (the
"Trust");
2. The Debentures of the First Series shall be limited in
aggregate principal amount to $_____________ at any
time Outstanding, except as contemplated in Section
301(b) of the Indenture;
3. The Debentures of the First Series shall mature and the
principal shall be due and payable together with all
accrued and unpaid interest thereon on ____________,
____;
4. The Debentures of the First Series shall bear interest
from, and including, the date of original issuance, at
the rate of ____% per annum payable quarterly in
arrears (together with Additional Interest, if any) on
March 31, June 30, September 30 and December 31 of each
year (each, an "Interest Payment Date") commencing
___________, 1996. The amount of interest payable for
any such period will be computed on the basis of a 360-
day year of twelve 30-day months and for any period
shorter than a full month, on the basis of the actual
number of days elapsed in such period. Interest on the
Debentures of the First Series will accrue from, and
including, the date of original issuance and will
accrue to, and including, the first Interest Payment
Date, and for each subsequent Interest Payment Date
will accrue from, and excluding, the last Interest
Payment Date through which interest has been paid or
duly provided for to, and including, such Interest
Payment Date. In the event that any Interest Payment
Date is not a Business Day, then payment of interest
payable on such date will be made on the next
succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately
preceding Business Day, in each case with the same
force and effect as if made on such Interest Payment
Date;
5. Each installment of interest on a Debenture of the
First Series shall be payable to the Person in whose
name such Debenture of the First Series is registered
at the close of business on the Business Day 15 days
preceding the corresponding Interest Payment Date (the
"Regular Record Date") for the Debentures of the First
Series; provided, however, that if the Debentures of
the First Series are held neither by the Trust nor by a
securities depositary, the Company shall have the right
to change the Regular Record Date by one or more
Officer's Certificates. Any installment of interest on
the Debentures of the First Series not punctually paid
or duly provided for shall forthwith cease to be
payable to the Holders of such Debentures of the First
Series on such Regular Record Date, and may be paid to
the Persons in whose name the Debentures of the First
Series are registered at the close of business on a
Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest. Notice of such
Defaulted Interest and Special Record Date shall be
given to the Holders of the Debentures of the First
Series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of
any securities exchange on which the Debentures of the
First Series may be listed, and upon such notice as may
be required by such exchange, all as more fully
provided in the Indenture;
6. The principal and each installment of interest on the
Debentures of the First Series shall be payable at, and
registration and registration of transfers and
exchanges in respect of the Debentures of the First
Series may be effected at, the office or agency of the
Company in The City of New York; provided, however,
that payment of interest may be made at the option of
the Company by check mailed to the address of the
persons entitled thereto under the Indenture. Notices,
demands to or upon the Company in respect of the
Debentures of the First Series may be served at the
office or agency of the Company in The City of New
York. The Trustee will initially be the agency of the
Company for such service of notices and demands;
provided, however, that the Company reserves the right
to change, by one or more Officer's Certificates any
such office or agency. The Company will be the
Security Registrar and the Paying Agent for the
Debentures of the First Series;
7. The Debentures of the First Series will be redeemable
on or after ________________ at the option of the
Company, at any time and from time to time, in whole or
in part, at a redemption price equal to 100% of the
principal amount of the Debentures of the First Series
being redeemed, together with any accrued interest,
including Additional Interest, if any, to the
redemption date, upon not less than 30 nor more than 60
days' notice given as provided in the Indenture.
The Debentures of the First Series will also be
redeemable at any time at the option of the Company
upon the occurrence and during the continuation of a
Tax Event or an Investment Company Event in whole but
not in part, at a redemption price equal to 100% of the
principal amount of the Debentures of the First Series
then Outstanding plus any accrued and unpaid interest,
including Additional Interest, if any, to the
redemption date, upon not less than 30 nor more than 60
days' notice given as provided in the Indenture. "Tax
Event" means the receipt by the Trust of an opinion of
counsel (which may be counsel to the Company or an
affiliate but not an employee thereof and which must be
acceptable to the Property Trustee under the Trust
Agreement) experienced in such matters to the effect
that, as a result of any amendment to, or change
(including any announced prospective change) in, the
laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority
thereof or therein affecting taxation, or as a result
of any official administrative or judicial
pronouncement or decision interpreting or applying such
laws or regulations, which amendment or change is
effective or which pronouncement or decision is
announced on or after the date of original issuance of
the ____% Trust Preferred Capital Securities of the
Trust (the "Preferred Securities"), there is more than
an insubstantial risk that at such time or within 90
days thereof (i) the Trust is, or will be, subject to
United States federal income tax with respect to income
received or accrued on the Debentures of the First
Series, (ii) interest payable by the Company on the
Debentures of the First Series, is not, or will not be
fully deductible for United States federal income tax
purposes, or (iii) the Trust is, or will be, subject to
more than a de minimis amount of other taxes, duties or
other governmental charges. "Investment Company Event"
means the occurrence of a change in law or regulation
or a change in interpretation or application of law or
regulation by any legislative body, court, governmental
agency or regulatory authority to the effect that the
Trust is or will be considered an "investment company"
that is required to be registered under the Investment
Company Act of 1940, as amended, which change in law
becomes effective on or after the date of original
issuance of the Preferred Securities;
The Debentures of the First Series will also be
redeemable, in whole but not in part, at the option of
the Company upon the termination and liquidation of the
Trust pursuant to an order for the dissolution,
termination or liquidation of the Trust entered by a
court of competent jurisdiction at a redemption price
equal to 100% of the principal amount of the Debentures
of the First Series then Outstanding plus any accrued
and unpaid interest, including Additional Interest, if
any, to the redemption date;
The Company may not redeem less than all the Debentures
of the First Series Outstanding unless all accrued and
unpaid interest (including any Additional Interest) has
been paid in full or duly provided for on all
Debentures of the First Series Outstanding under the
Indenture for all quarterly interest periods
terminating on or prior to the date of redemption;
Any notice of redemption given with respect to the
Debentures of the First Series shall be unconditional;
8. Pursuant to Section 311 of the Indenture, the Company
shall have the right, at any time and from time to time
during the term of the Debentures of the First Series,
to extend the interest payment period to a period not
exceeding 20 consecutive quarters (an "Extension
Period"). Prior to the end of an Extension Period, the
Company may, and at the end of the Extension Period the
Company shall, pay all interest accrued and unpaid
(together with interest thereon at the rate specified
for the Debentures of the First Series, compounded
quarterly, to the extent permitted by applicable law).
During any such Extension Period, the Company shall not
declare or pay any dividend or distribution (other than
a dividend or distribution in common stock of the
Company) on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital
stock, or make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any
indebtedness that is pari passu with the Debentures of
the First Series (including other Securities issued
under the Indenture), or make any guarantee payments
with respect to the foregoing. Prior to the
termination of any such Extension Period, the Company
may further extend the interest payment period,
provided that such Extension Period together with all
such previous and further extensions thereof shall not
exceed 20 consecutive quarters at any one time or
extend beyond the Stated Maturity of the Debentures of
the First Series. Upon the termination of any such
Extension Period and the payment of all amounts then
due, the Company may select a new Extension Period,
subject to the above requirements. No interest shall
be due and payable during an Extension Period, except
at the end thereof. The Company will give the Trust or
other Holders and the Trustee notice of its election of
an Extension Period prior to the earlier of (i) one
Business Day prior to the record date for the interest
payment which would occur but for such election or (ii)
the date the Company is required to give notice to the
New York Stock Exchange or other applicable
self-regulatory organization of the record date;
9. In the event that, at any time subsequent to the
initial authentication and delivery of the Debentures
of the First Series, the Debentures of the First Series
are to be held by a securities depositary, the Company
may at such time establish the matters contemplated in
clause (r) in the second paragraph of Section 301 of
the Indenture in an Officer's Certificate supplemental
to this Certificate;
10. No service charge shall be made for the registration of
transfer or exchange of the Debentures of the First
Series; provided, however, that the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection
with the exchange or transfer;
11. The Debentures of the First Series shall have such
other terms and provisions as are provided in the form
set forth in Exhibit A hereto, and shall be issued in
substantially such form;
12. In the event that the Debentures of the First Series
are distributed to holders of the Preferred Securities
as a result of the occurrence of (i) a Tax Event or
(ii) an Investment Company Event, the Company will use
its best efforts to list the Debentures of the First
Series on the New York Stock Exchange or on such other
exchange as the Preferred Securities are then listed;
13. The undersigned has read all of the covenants and
conditions contained in the Indenture relating to the
issuance of the Debentures of the First Series and the
definitions in the Indenture relating thereto and in
respect of which this certificate is made;
14. The statements contained in this certificate are based
upon the familiarity of the undersigned with the
Indenture, the documents accompanying this certificate,
and upon discussions by the undersigned with officers
and employees of the Company familiar with the matters
set forth herein;
15. In the opinion of the undersigned, he or she has made
such examination or investigation as is necessary to
express an informed opinion whether or not such
covenants and conditions have been complied with; and
16. In the opinion of the undersigned, such conditions and
covenants and conditions precedent, if any (including
any covenants compliance with which constitutes a
condition precedent) to the authentication and delivery
of the Debentures of the First Series requested in the
accompanying Company Order have been complied with.
All capitalized terms used in this certificate which are not
defined herein but are defined in the Indenture shall have the
meanings set forth in the Indenture.
IN WITNESS WHEREOF, the undersigned has executed this
Officer's Certificate this _____ day of ___________________,
1996.
---------------------------
No. R-1
EXHIBIT A
DELMARVA POWER & LIGHT COMPANY
____% JUNIOR SUBORDINATED DEBENTURES, SERIES I,
DUE _____
DELMARVA POWER & LIGHT COMPANY, a corporation duly organized
and existing under the laws of the States of Delaware and
Virginia (herein referred to as the "Company," which term
includes any successor Person under the Indenture), for value
received, hereby promises to pay to _________________________
_________________________ , or registered assigns, the principal
sum of __________________________ Dollars on
_____________________, and to pay interest on said principal sum,
from and including, ____________________ or from, and excluding,
the most recent Interest Payment Date through which interest has
been paid or duly provided for, quarterly on March 31, June 30,
September 30 and December 31 of each year, commencing __________,
1996 at the rate of ____% per annum until the principal hereof is
paid or made available for payment. The amount of interest
payable on any Interest Payment Date shall be computed on the
basis of a 360-day year of twelve 30-day months. Interest on the
Securities of this series will accrue from, and including,
_________________ through the first Interest Payment Date, and
thereafter will accrue, from, and excluding, the last Interest
Payment Date through which interest has been paid or duly
provided for. In the event that any Interest Payment Date is not
a Business Day, then payment of interest payable on such date
will be made on the next succeeding day which is a Business Day,
except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and
effect as if made on the Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
Business Day 15 days preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in the Indenture referred to on the reverse hereof.
Payment of the principal of and premium, if any, and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York,
the State of New York in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that, at
the option of the Company, interest on this Security may be paid
by check mailed to the address of the person entitled thereto, as
such address shall appear on the Security Register.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
DELMARVA POWER & LIGHT COMPANY
By:_________________________________
ATTEST:
--------------------------
CERTIFICATE OF AUTHENTICATION
Dated: ___________________
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
WILMINGTON TRUST COMPANY, as
Trustee
By: ___________________________
Authorized Signatory
REVERSE OF JUNIOR SUBORDINATED DEBENTURE
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of ______________, 1996 (herein, together with any
amendments thereto, called the "Indenture," which term shall have
the meaning assigned to it in such instrument), between the
Company and Wilmington Trust Company, as Trustee (herein called
the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture,
including the Board Resolutions and Officer's Certificate filed
with the Trustee on ________________, 1996, creating the series
designated on the face hereof, for a statement of the respective
rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal
amount to $________________.
The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by mail, at
any time on or after _________________ as a whole or in part, at
the election of the Company, at a Redemption Price equal to 100%
of the principal amount, together in the case of any such
redemption with accrued interest to, but not including, the
Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the
Holder of such Security, or one or more Predecessor Securities,
of record at the close of business on the related Regular Record
Date referred to on the face hereof, all as provided in the
Indenture.
The Securities of this series also will be redeemable
at the option of the Company if a Tax Event or an Investment
Company Event shall occur and be continuing, in whole but not in
part, at a redemption price equal to 100% of the principal amount
of the Securities of this series then Outstanding plus any
accrued and unpaid interest, including Additional Interest, if
any, to the redemption date, upon not less than 30 nor more than
60 days' notice given as provided in the Indenture. "Tax Event"
means the receipt by Delmarva Power Financing I, a Delaware
statutory business trust (the "Trust") of an opinion of counsel
(which may be counsel to the Company or an affiliate but not an
employee thereof and which must be acceptable to the Property
Trustee under the Trust Agreement) experienced in such matters to
the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting
taxation, or as a result of any official administrative or
judicial pronouncement or decision interpreting or applying such
laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date
of original issuance of the ____% Trust Preferred Capital
Securities of the Trust (the "Preferred Securities"), there is
more than an insubstantial risk that at such time or within 90
days thereof (i) the Trust is, or will be, subject to United
States federal income tax with respect to income received or
accrued on the Securities, (ii) interest payable by the Company
on the Securities, is not, or will not be, fully deductible for
United States federal income tax purposes, or (iii) the Trust is,
or will be, subject to more than a de minimis amount of other
taxes, duties or other governmental charges. "Investment Company
Event" means the occurrence of a change in law or regulation or a
change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory
authority to the effect that the Trust is or will be considered
an "investment company" that is required to be registered under
the Investment Company Act of 1940, as amended, which change in
law becomes effective on or after the date of original issuance
of the Preferred Securities.
The Securities of this series also will be redeemable,
in whole but not in part, at the option of the Company upon the
termination and liquidation of the Trust pursuant to an order for
the dissolution, termination or liquidation of the Trust entered
by a court of competent jurisdiction at a redemption price equal
to 100% of the principal amount of the Securities of this series
then Outstanding plus any accrued and unpaid interest, including
Additional Interest, if any, to the redemption date, upon not
less than 30 nor more than 60 days' notice given as provided in
the Indenture.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
The indebtedness evidenced by this Security is, to the
extent provided in the Indenture, subordinated and subject in
right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee
on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder hereof, by his acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such Holder upon
said provisions.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right
to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less
than a majority in aggregate principal amount of the Securities
of all series at the time Outstanding in respect of which an
Event of Default shall have occurred and be continuing shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in aggregate principal
amount of Securities of all series at the time Outstanding in
respect of which an Event of Default shall have occurred and be
continuing a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or
currency, herein prescribed.
The Company has the right at any time and from time to
time during the term of the Securities of this series to extend
the interest payment period to a period not exceeding 20
consecutive quarters (an "Extension Period"). Prior to the end
of an Extension Period, the Company may, and at the end of such
Extension Period, the Company shall, pay all interest then
accrued and unpaid (together with interest thereon at the same
rate as specified for the Securities of this series, compounded
quarterly, to the extent permitted by applicable law). During
any such Extension Period the Company shall not declare or pay
any dividend or distribution (other than a dividend or
distribution in common stock of the Company) on, or redeem,
purchase, acquire or make a liquidation payment with respect to,
any of its capital stock, or make any payment of principal on,
interest or premium if any, on or repay, repurchase or redeem any
indebtedness that is pari passu with the Securities of this
series (including other Securities issued under the Indenture),
or make any guarantee payments with respect to the foregoing.
Prior to the termination of any such Extension Period, the
Company may further extend the interest payment period, provided
that such Extension Period, together with all such previous and
further extensions thereof, may not exceed 20 consecutive
quarters or extend beyond the Stated Maturity of the Securities
of this series. Upon the termination of any such Extension
Period and the payment of all amounts then due, the Company may
select a new Extension Period, subject to the above requirements.
No interest during the Extension Period, except at the end
thereof, shall be due and payable. The Company shall give the
Holder of this Security notice of its selection of such Extension
Period as provided in or pursuant to the Indenture.
The Securities of this series are issuable only in
registered form without coupons in denominations of $25 and any
integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering
the same.
As provided in the Indenture, the Company shall not be
required to make transfers or exchanges of Securities of this
series for a period of 15 days immediately preceding the date of
the mailing of any notice of redemption of such Securities and
the Company shall not be required to make transfers or exchanges
of any Securities of this series so selected for redemption in
whole or in part (except the unredeemed portion of thereof).
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security
is registered as the absolute owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.