Exhibit 4.4II
CONFORMED COPY
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DUQUESNE LIGHT COMPANY
TO
MELLON BANK, N.A.
TRUSTEE
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SUPPLEMENTAL INDENTURE NO. 11
Dated as of June 1, 1995
Supplemental to the Indenture of Mortgage
and Deed of Trust dated as of April 1, 1992
Establishing a series of Securities designated
First Collateral Trust Bonds, Series I,
limited in aggregate principal amount to $923,000,000
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SUPPLEMENTAL INDENTURE No. 11, dated as of June 1, 1995, between
DUQUESNE LIGHT COMPANY, a corporation duly organized and existing under
the laws of the Commonwealth of Pennsylvania (hereinafter sometimes
called the "Company"), and MELLON BANK, N.A., a national banking
association organized and existing under the laws of the United States
of America, trustee (hereinafter sometimes called the "Trustee"), under
the Indenture of Mortgage and Deed of Trust, dated as of April 1, 1992
(hereinafter called the "Original Indenture"), this Supplemental
Indenture No. 11 being supplemental thereto. The Original Indenture and
any and all indentures and instruments supplemental thereto are
hereinafter sometimes collectively called the "Mortgage."
RECITALS OF THE COMPANY
The Original Indenture was authorized, executed and delivered by
the Company to provide for the issuance from time to time of its
Securities (such term and all other capitalized terms used herein
without definition having the meanings assigned to them in the Original
Indenture), to be issued in one or more series as contemplated therein,
and to provide security for the payment of the principal of and premium,
if any, and interest, if any, on the Securities.
The Original Indenture has been recorded in the Recorders'
Offices of the various counties of Pennsylvania as follows:
In Allegheny County in Mortgage Book Vol. 12068, page 8;
In Beaver County in Mortgage Book Vol. 1208, page 520;
In Greene County in Mortgage Book Vol. 100, page 174;
In Washington County in Mortgage Book Vol. 1873, page 1;
In Westmoreland County in Mortgage Book Vol. 2862, page 221;
and has also been recorded in the Office of the Clerk of County
Commission of Monongalia County, West Virginia, in Deed of Trust Book
Vol. 672, page 129, the Office of the Clerk of County Commission of
Hancock County, West Virginia, in Deed of Trust Book Vol. 293, page 46,
the Recorder's Office of Belmont County, Ohio, in Mortgage Book Vol.
586, page 273, the Recorder's Office of Columbiana County, Ohio, in
Mortgage Book Vol. 318, page 289, the Recorder's Office of Jefferson
County, Ohio, in Mortgage Book Vol. 65, page 675, the Recorder's Office
of Lake County, Ohio, in Mortgage Book Vol. 711, page 217, and the
Recorder's Office of Monroe County, Ohio, in Mortgage Book Vol. 129,
page 301.
The Company has heretofore executed and delivered to Mellon Bank,
N.A., as Trustee, Supplemental Indentures for the purposes recited
therein and for the purpose of creating series of Securities as set
forth in Schedule A hereto.
The Company desires to establish a series of Securities to be
designated "First Collateral Trust Bonds, Series I" to be limited in
aggregate principal amount (except as contemplated in Section 301(b) of
the Original Indenture) to $923,000,000, such series of Securities to be
hereinafter sometimes called "Series No. 8."
The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 11 to establish the Securities of Series No.
8 and has duly authorized the issuance of such Securities; and all acts
necessary to make this Supplemental Indenture No. 11 a valid agreement
of the Company, and to make the Securities of Series No. 8 valid
obligations of the Company, have been performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 11 WITNESSETH,
that, in consideration of the premises and of the purchase of the
Securities by the Holders thereof, and in order to secure the payment of
the principal of and premium, if any, and interest, if any, on all
Securities from time to time Outstanding and the performance of the
covenants contained therein and in the Mortgage and to declare the terms
and conditions on which such Securities are secured, the Company hereby
grants, bargains, sells, releases, conveys, assigns, transfers,
mortgages, pledges, sets over and confirms to the Trustee, and grants to
the Trustee a security interest in, the following:
GRANTING CLAUSE FIRST
All right, title and interest of the Company in and to
property (other than Excepted Property), real, personal and
mixed and wherever situated, in any case used or to be used in
or in connection with the generation, purchase, transmission,
distribution or sale by the Company of electric energy
(whether or not such use is the sole use of such property),
including without limitation (a) all land and interests in
land described in Schedule B hereto; (b) all lands, easements,
servitudes, licenses, permits, rights of way and other rights
and interests in or relating to real property or the occupancy
or use of the same; (c) all plants, generators, turbines,
engines, boilers, fuel handling and transportation facilities,
air and water pollution control and sewage and solid waste
disposal facilities and other machinery and facilities for the
generation of electric energy; (d) all switchyards, lines,
towers, substations, transformers and other machinery and
facilities for the transmission of electric energy; (e) all
lines, poles, conduits, conductors, meters, regulators and
other machinery and facilities for the distribution of
electric energy; (f) all buildings, offices, warehouses and
other structures; and (g) all pipes, cables, insulators,
ducts, tools, computers and other data processing and/or
storage equipment and other equipment, apparatus and
facilities and all other property, of whatever kind and
nature, ancillary to or otherwise used or to be used in
conjunction with any or all of the foregoing or otherwise,
directly or indirectly, in furtherance of the generation,
purchase, transmission, distribution or sale by the Company of
electric energy;
GRANTING CLAUSE SECOND
Subject to the applicable exceptions permitted by Section
810, Section 1303 and Section 1305 of the Original Indenture,
all property (other than Excepted Property) of the kind and
nature described in Granting Clause First which may be
hereafter acquired by the Company, it being the intention of
the Company that all such property acquired by the Company
after the date of the execution and delivery of this
Supplemental Indenture No. 11 shall be as fully embraced
within and subjected to the Lien hereof as if such property
were owned by the Company as of the date of the execution and
delivery of this Supplemental Indenture No. 11;
GRANTING CLAUSE FOURTH
All other property of whatever kind and nature subjected
or intended to be subjected to the Lien of the Mortgage by any
of the terms and provisions thereof;
EXCEPTED PROPERTY
Expressly excepting and excluding, however, from the Lien
and operation of the Mortgage all Excepted Property of the
Company, whether now owned or hereafter acquired;
TO HAVE AND TO HOLD all such property, real, personal and mixed,
unto the Trustee forever;
SUBJECT, HOWEVER, to Permitted Liens and to Liens which have been
granted by the Company to other Persons prior to the date of the
execution and delivery of the Original Indenture (including, but not
limited to, the Lien of the DLC 1947 Mortgage), and subject also, as to
any property acquired by the Company after the date of execution and
delivery of the Original Indenture, to vendors' Liens, purchase money
mortgages and other Liens thereon at the time of the acquisition thereof
(including, but not limited to, the Lien of any Class "A" Mortgage), it
being understood that with respect to any of such property which was at
the date of execution and delivery of the Original Indenture or
thereafter became or hereafter becomes subject to the Lien of any Class
"A" Mortgage, the Lien of the Mortgage shall at all times be junior and
subordinate to the Lien of such Class "A" Mortgage;
IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the Holders from time to time of all Outstanding Securities
without any priority of any such Security over any other such Security;
PROVIDED, HOWEVER, that if, after the right, title and interest of
the Trustee in and to the Mortgaged Property shall have ceased,
terminated and become void in accordance with Article Nine of the
Original Indenture, the principal of and premium, if any, and interest,
if any, on the Securities shall have been paid to the Holders thereof,
or shall have been paid to the Company pursuant to Section 603 of the
Original Indenture, then and in that case the Mortgage and the estate
and rights thereby granted shall cease, terminate and be void, and the
Trustee shall cancel and discharge the Mortgage and execute and deliver
to the Company such instruments as the Company shall require to evidence
the discharge thereof; otherwise the Mortgage shall be and remain in
full force and effect; and
THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:
ARTICLE ONE
EIGHTH SERIES OF SECURITIES
There is hereby created a series of Securities designated "First
Collateral Trust Bonds, Series I" and limited in aggregate principal
amount (except as contemplated in Section 301(b) of the Original
Indenture) to $923,000,000. The form and terms of the Securities of
Series No. 8 shall be established in an Officer's Certificate.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
This Supplemental Indenture No. 11 is a supplement to the Mortgage.
As supplemented by this Supplemental Indenture No. 11, the Mortgage is
in all respects ratified, approved and confirmed, and the Mortgage and
this Supplemental Indenture No. 11 shall together constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 11 to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day
and year first above written.
DUQUESNE LIGHT COMPANY
By: /s/ Gary L. Schwass
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Senior Vice President
and Chief Financial Officer
Attest:
/s/ Diane S. Eismont
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Secretary
MELLON BANK, N.A., Trustee
By: /s/ J.H. McAnulty
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Vice President
Attest:
/s/ Kent Christman
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Authorized Officer
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ALLEGHENY )
On the 16th day of June, 1995, before me personally came Gary
L. Schwass, to me known, who, being by me duly sworn, did depose and say
that he is the Senior Vice President and Chief Financial Officer of
Duquesne Light Company, the corporation described in and which executed
the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Joanne E. Kirin
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Notary Public
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ALLEGHENY )
On the 19th day of June, 1995, before me personally came J. H.
McAnulty, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President of Mellon Bank, N.A., the national banking
association described in and which executed the foregoing instrument;
that he knows the seal of said national banking association; that the
seal affixed to said instrument is the seal of said national banking
association; that it was so affixed by authority of the Board of
Directors of said national banking association, and that he signed his
name thereto by like authority.
/s/ Judith A. Hyde
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Notary Public
CERTIFICATE OF PRECISE RESIDENCE
I hereby certify that the precise residence of Mellon Bank,
N.A., is One Mellon Bank Center, Second Ward, Pittsburgh, Allegheny
County, Pennsylvania.
/s/ Kent Christman
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Authorized Signatory of Mellon Bank, N.A.
June 16, 1995
Schedule A
Supplemental Securities of Series
Indenture No. Dated as of Series No. Designation
------------ ----------- ------------- ------------
1 April 1, 1992 1 Secured Medium-
Term Notes, Series B
2 October 1, 1992 2 First Collateral
Trust Bonds, Series C
3 December 1, 1992 3 First Collateral
Trust Bonds,
Pollution Control
Series D
4 March 30, 1993 None None
5 June 1, 1993 4 First Collateral
Trust Bonds, Series E
6 June 1, 1993 5 First Collateral
Trust Bonds,
Pollution Control
Series F
7 August 1, 1993 6 First Collateral
Trust Bonds,
Pollution Control
Series G
8 March 21, 1994 None None
9 October 1, 1994 7 First Collateral
Trust Bonds,
Pollution Control
Series H
10 March 22, 1995 None None
(table con't)
Principal Amount
Supplemental
Indenture No. Authorized Issued(1) Outstanding(1)
------------- ---------- --------- --------------
1 $400,000,000 $400,000,000 $400,000,000
2 $400,000,000 $360,000,000 $360,000,000
3 $47,925,000 $47,925,000 $47,925,000
4 None None None
5 $300,000,000 $200,000,000 $200,000,000
6 $25,000,000 $25,000,000 $25,000,000
7 $20,500,000 $20,500,000 $20,500,000
8 None None None
9 $75,500,000 $75,500,000 $75,500,000
10 None None None
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(1) As of June 1, 1995
Schedule B
I
All of the following described property situate in the County of
Beaver and Commonwealth of Pennsylvania, the deeds herein recited
being recorded in the Recorder's Office of said County, and
reference being made thereto for a more particular description of
said property, viz:
Undivided 17.01% interest as tenant in common with Pennsylvania
Power Company, The Cleveland Electric Illuminating Company, Ohio
Edison Company and The Toledo Edison Company in a parcel of land
situate in the Township of Greene. Conveyed by Mary Kathryn
McNary, a single woman, to Duquesne Light Company, et al. Deed
dated March 14, 1995. Deed Book Volume 1640, page 437. Tax
Parcel I.D. Nos. 62-180-0111-002 and 62-180-0111-003. (Bruce
Mansfield Power Station)
Undivided 17.01% interest as tenant in common with Pennsylvania
Power Company, The Cleveland Electric Illuminating Company, Ohio
Edison Company and The Toledo Edison Company in a parcel of land
situate in the Township of Greene. Conveyed by Ann A. Hobbs, a
single woman, to Duquesne Light Company, et al. Deed dated March
30, 1995. Deed Book Volume 1643, page 740. Tax Parcel I.D. No.
62-190-0104. (Bruce Mansfield Power Station)
Undivided 17.01% interest as tenant in common with Pennsylvania
Power Company, The Cleveland Electric Illuminating Company, Ohio
Edison Company and The Toledo Edison Company in a parcel of land
situate in the Township of Greene. Conveyed by Mary E. Walker and
Ralph James Walker, her husband, to Duquesne Light Company, et
al. Deed dated March 28, 1995. Deed Book Volume 1643, page 745.
Tax Parcel I.D. No. 62-190-0104. (Bruce Mansfield Power Station)
Undivided 17.01% interest as tenant in common with Pennsylvania
Power Company, The Cleveland Electric Illuminating Company, Ohio
Edison Company and The Toledo Edison Company in a parcel of land
situate in the Township of Greene. Conveyed by Richard L. Hobbs
and Diana G. Harris Hobbs, husband and wife, to Duquesne Light
Company, et al. Deed dated April 4, 1995. Deed Book Volume
1643, page 750. Tax Parcel I.D. No. 62-190-0104. (Bruce
Mansfield Power Station)
Undivided 17.01% interest as tenant in common with Pennsylvania
Power Company, The Cleveland Electric Illuminating Company, Ohio
Edison Company and The Toledo Edison Company in a parcel of land
situate in the Township of Greene. Conveyed by James R. Palmer
and Barbara R. Palmer, husband and wife, to Duquesne Light
Company, et al. Deed dated April 3, 1995. Deed Book Volume
1643, page 755. Tax Parcel I.D. No. 62-190-0104. (Bruce
Mansfield Power Station)
RECORDING INFORMATION
Allegheny County, Pennsylvania
Office of Recorder of Deeds
Recorded June 21, 1995
Mortgage Book Volume 14998, page 578
Beaver County, Pennsylvania
Office of Recorder of Deeds
Recorded June 20, 1995
Mortgage Book Volume 1373, page 167
Greene County, Pennsylvania
Office of Recorder of Deeds
Recorded June 20, 1995
Mortgage Book Volume 142, page 936
Washington County, Pennsylvania
Office of Recorder of Deeds
Recorded June 20, 1995
Mortgage Book Volume 2706, page 126
Westmoreland County, Pennsylvania
Office of Recorder of Deeds
Recorded June 20, 1995
Mortgage Book Volume 3591, page 546
Belmont County, Ohio
Office of Recorder
Received June 20, 1995
Recorded June 21, 1995
Mortgage Book Volume 639, page 185
Columbiana County, Ohio
Office of Recorder
Recorded June 20, 1995
Official Records Volume 482, page 310
Jefferson County, Ohio
Office of Recorder
Received June 20, 1995
Recorded June 21, 1995
Official Records Volume 166, page 802
Lake County, Ohio
Office of Recorder
Recorded June 21, 1995
Official Records Volume 1128, page 464
Monroe County, Ohio
Office of Recorder
Received June 20, 1995
Recorded June 20, 1995
Official Records Volume 14, page 122
Hancock County, West Virginia
Office of Clerk of County Commission
Recorded June 21, 1995
Deed of Trust Book 327, page 625
Monongalia County, West Virginia
Office of Clerk of County Commission
Recorded June 21, 1995
Deed of Trust Book 782, page 464