DUQUESNE LIGHT COMPANY
OFFICER'S CERTIFICATE SUPPLEMENTAL TO
OFFICER'S CERTIFICATE DATED JUNE 15, 1993
(Under Section 301 of the Indenture of Mortgage
and Deed of Trust of Duquesne Light Company
I, the undersigned ,
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of DUQUESNE LIGHT COMPANY (the "Company"), in
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accordance with Section 301 of the Indenture of Mortgage and Deed
of Trust, dated as of April 1, 1992 (the "Original Indenture"),
as heretofore supplemented (as so supplemented, the "Mortgage,"
capitalized terms used herein and not defined herein having the
meanings specified in the Mortgage), of the Company to The Chase
Manhattan Bank (successor to Mellon Bank, N.A.), as Trustee, do
hereby amend and supplement the Officer's Certificate dated June
15, 1993 (the "Original Officer's Certificate") which established
certain terms and characteristics for the series of Securities
established in Supplemental Indenture No. 5, dated as of June 1,
1993, and designated First Collateral Trust Bonds, Series E, as
follows with respect to the tranche of such Bonds being issued on
the date hereof referred to as the Company's % Quarterly
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Interest Bonds Due 2038 (the "Quarterly Interest Bonds"):
1. The following provision shall be added to the end
of clause (d):
; and provided, further, that the principal of the Quarterly
Interest Bonds shall be payable as provided in the form
attached hereto;
2. The following provision shall be added to the end
of clause (e):
; and provided, still further, that the Quarterly Interest
Bonds shall bear interest at the rate set forth in the form
thereof attached hereto, the Interest Payment Dates for the
Quarterly Interest Bonds shall be February 1, May 1, August
1 and November 1, commencing August 1, 1998, and the Regular
Record Dates for the Quarterly Interest Bonds with respect
to the Interest Payment Dates shall be January 15, April 15,
July 15 and October 15;
3. The following provision shall be added to the end
of clause (g):
; provided, that the Quarterly Interest Bonds shall be
redeemable at the option of the Company as provided in the
form thereof attached hereto;
4. The following provision shall be added to the end
of clause (i):
; provided, however, that the Quarterly Interest Bonds shall
be issued in denominations of $25 and integral multiples
thereof; and
5. The following provisions shall be added to clause
(s):
and, provided further, that the Quarterly Interest Bonds
shall be substantially in the form attached hereto and
hereby authorized and approved and shall have such further
terms as are set forth in such form; and
(iii) if the Company shall make any deposit of
money and/or Eligible Obligations with respect to any Bonds,
or any portion of the principal amount thereof, as
contemplated by Section 901 of the Indenture, the Company
shall not deliver an Officer's Certificate described in
clause (z) in the first paragraph of said Section 901 unless
the Company shall also deliver to the Trustee, together with
such Officer's Certificate, either:
(A) an instrument wherein the Company,
notwithstanding the satisfaction and discharge of
its indebtedness in respect of such Bonds, shall
assume the obligation (which shall be absolute and
unconditional) to irrevocably deposit with the
Trustee or Paying Agent such additional sums of
money, if any, or additional Eligible Obligations
(meeting the requirements of Section 901), if any,
or any combination thereof, at such time or times,
as shall be necessary, together with the money
and/or Eligible Obligations theretofore so
deposited, to pay when due the principal of and
premium, if any, and interest due and to become
due on such Securities or portions thereof, all in
accordance with and subject to the provisions of
said Section 901; provided, however, that such
instrument may state that the obligation of the
Company to make additional deposits as aforesaid
shall be subject to the delivery to the Company by
the Trustee of a notice asserting the deficiency
accompanied by an opinion of an independent public
accountant of nationally recognized standing,
selected by the Trustee, showing the calculation
thereof (which opinion shall be obtained at the
expense of the Company); or
(B) an Opinion of Counsel to the effect that
the Holders of such Bonds, or portions of the
principal amount thereof, will not recognize
income, gain or loss for United States federal
income tax purposes as a result of the
satisfaction and discharge of the Company's
indebtedness in respect thereof and will be
subject to United States federal income tax on the
same amounts, at the same times and in the same
manner as if such satisfaction and discharge had
not been effected; and
(iv) the Holders of the Quarterly Interest Bonds
shall be deemed to have consented to the execution and
delivery of a supplemental indenture containing one or more,
or all, the amendments to the Original Indenture set forth
below (or amendments of substantially the same tenor or
effect):
(A) the amendment of the definition of Stated
Interest Rate in Section 101 of the Original Indenture
to read as follows:
"STATED INTEREST RATE" means a rate (whether
fixed or variable) at which an obligation by its terms
is stated to bear simple interest. Any calculation or
other determination to be made under this Indenture by
reference to the Stated Interest Rate on an obligation
shall be made (a) if the Company's obligations in
respect of any other indebtedness shall be evidenced or
secured in whole or in part by such obligation, by
reference to the lower of the Stated Interest Rate on
such obligation and the Stated Interest Rate on such
other indebtedness and (b) without regard to the
effective interest cost to the Company of such
obligation or of any such other indebtedness.
(B) the amendment of the definition of "Cost" in
Section 104 of the Original Indenture to read as
follows:
Except as otherwise provided in Section 803,
the term "COST" with respect to Property Additions
shall mean the sum of (i) any cash delivered in payment
therefor or for the acquisition thereof, (ii) an amount
equivalent to the fair market value in cash (as of the
date of delivery) of any securities or other property
delivered in payment therefor or for the acquisition
thereof, (iii) the principal amount of any obligations
secured by prior Lien (other than a Class A Mortgage)
upon such Property Additions outstanding at the time of
the acquisition thereof, (iv) the principal amount of
any other obligations incurred or assumed in connection
with the payment for such Property Additions or for the
acquisition thereof and (v) any other amounts which, in
accordance with generally accepted accounting
principles, are properly charged or chargeable to the
plant or other property accounts of the Company with
respect to such Property Additions as part of the cost
of construction or acquisition thereof, including, but
not limited to, any allowance for funds used during
construction or any similar or analogous amount;
provided, however, that, notwithstanding any other
provision of this Indenture,
(x) with respect to Property Additions owned by a
successor corporation immediately prior to the time it
shall have become such by consolidation or merger or
acquired by a successor corporation in or as a result
of a consolidation or merger (excluding, in any case,
Property Additions owned by the Company immediately
prior to such time), Cost shall mean the amount or
amounts at which such Property Additions are recorded
in the plant or other property accounts of such
successor corporation, or the predecessor corporation
from which such Property Additions are acquired, as the
case may be, immediately prior to such consolidation or
merger;
(y) with respect to Property Additions which
shall have been acquired (otherwise than by
construction) by the Company without any consideration
consisting of cash, securities or other property or the
incurring or assumption of indebtedness, no
determination of Cost shall be required, and, wherever
in this Indenture provision is made for Cost or fair
value, Cost with respect to such Property Additions
shall mean an amount equal to the fair value to the
Company thereof or, if greater, the aggregate amount
reflected in the Company's books of account with
respect thereto upon the acquisition thereof; and
(z) in no event shall the Cost of Property
Additions be required to reflect any depreciation or
amortization in respect of such Property Additions, or
any adjustment to the amount or amounts at which such
Property Additions are recorded in plant or other
property accounts due to the non-recoverability of
investment or otherwise.
(C) the amendment of the proviso to clause (d) in
Section 803 of the Original Indenture to:
(1) delete therefrom clause (x) or to
provide that clause (x) may be disregarded upon
specified conditions; and/or
(2) (a) to delete therefrom clause (z) or
to provide that clause (z) may be disregarded upon
specified conditions; or
(b) to delete from clause (z) therein
the phrase "fifteen per centum (15%) of"; or
(c) to change the phrase "fifteen per
centum (15%)" in clause (z) therein to any higher
percentage not exceeding one hundred per centum (100%).
(D) the addition to the Original Indenture of a
definition of the term "purchase money mortgage"
substantially to the following effect:
"PURCHASE MONEY MORTGAGE" means, with respect
to any property being acquired or disposed of by the
Company or being released from the Lien of this
Indenture, a Lien on such property which
(a) is taken or retained by the transferor of
such property to secure all or part of the purchase
price thereof;
(b) is granted to one or more Persons other
than the transferor which, by making advances or
incurring an obligation, give value to enable the
grantor of such Lien to acquire rights in or the use of
such property;
(c) is granted to any other Person in
connection with the release of such property from the
Lien of this Indenture on the basis of the deposit with
the Trustee or the trustee or other holder of a Lien
prior to the Lien of this Indenture of obligations
secured by such Lien on such property (as well as any
other property subject thereto);
(d) is held by a trustee or agent for the
benefit of one or more Persons described in clause (a),
(b) and/or (c) above, provided that such Lien may be
held, in addition, for the benefit of one or more other
Persons which shall have theretofore given, or may
thereafter give, value to or for the benefit or account
of the grantor of such Lien for one or more other
purposes; or
(e) otherwise constitutes a purchase money
mortgage or a purchase money security interest under
applicable law;
and, without limiting the generality of the
foregoing, for purposes of this Indenture, the
term shall be deemed to include any Lien described
above whether or not such Lien (x) shall permit
the issuance or other incurrence of additional
indebtedness secured by such Lien on such
property, (y) shall permit the subjection to such
Lien of additional property and the issuance or
other incurrence of additional indebtedness on the
basis thereof and/or (z) shall have been granted
prior to the acquisition, disposition or release
of such property, shall attach to or otherwise
cover property other than the property being
acquired, disposed of or released and/or shall
secure obligations issued prior and/or subsequent
to the issuance of the obligations delivered in
connection with such acquisition, disposition or
release.
(E) the addition to the Original Indenture of a
definition of the term "fair value" substantially to
the following effect:
"FAIR VALUE", with respect to property, means
the fair value of such property as may be determined by
reference to (a) the amount which would be likely to be
obtained in an arm's-length transaction with respect to
such property between an informed and willing buyer and
an informed and willing seller, under no compulsion,
respectively, to buy or sell, (b) the amount of
investment with respect to such property which,
together with a reasonable return thereon, would be
likely to be recovered through ordinary business
operations or otherwise, (c) the Cost, accumulated
depreciation and replacement cost with respect to such
property and/or (d) any other relevant factors;
provided, however, that (x) the fair value of property
shall be determined without deduction for any Liens on
such property prior to the Lien of this Indenture
(except as otherwise provided in Section 803) and (y)
the fair value to the Company of Property Additions
shall not reflect any reduction relating to the fact
that such Property Additions may be of less value to a
Person which is not the owner or operator of the
Mortgaged Property or any portion thereof than to a
Person which is such owner or operator. Fair value may
be determined, without physical inspection, by the use
of accounting and engineering records and other data
maintained by the Company or otherwise available to the
Engineer certifying the same.
IN WITNESS WHEREOF, I have executed this Officer's
Certificate this day of , .
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