Exhibit 4.4III
CONFORMED COPY
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DUQUESNE LIGHT COMPANY
TO
MELLON BANK, N.A.
TRUSTEE
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SUPPLEMENTAL INDENTURE NO. 12
Dated as of September 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 Mortgage Bonds, Series J,
limited in aggregate principal amount to $685,000,000
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SUPPLEMENTAL INDENTURE NO. 12, dated as of September 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. 12 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 Mortgage Bonds, Series J" to be limited in aggregate
principal amount (except as contemplated in Section 301(b) of the
Original Indenture) to $685,000,000, such series of Securities to be
hereinafter sometimes called "Series No. 9."
The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 12 to establish the Securities of Series No.
9 and has duly authorized the issuance of such Securities; and all acts
necessary to make this Supplemental Indenture No. 12 a valid agreement
of the Company, and to make the Securities of Series No. 9 valid
obligations of the Company, have been performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 12 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. 12 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. 12;
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 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
NINTH SERIES OF SECURITIES
There is hereby created a series of Securities designated "First
Mortgage Bonds, Series J" and limited in aggregate principal amount
(except as contemplated in Section 301(b) of the Original Indenture) to
$685,000,000. The form and terms of the Securities of Series No. 9
shall be established in or pursuant to an Officer's Certificate.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
This Supplemental Indenture No. 12 is a supplement to the Mortgage.
As supplemented by this Supplemental Indenture No. 12, the Mortgage is
in all respects ratified, approved and confirmed, and the Mortgage and
this Supplemental Indenture No. 12 shall together constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 12 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
----------------------------
Senior Vice President
and Chief Financial Officer
Attest:
/s/ Joan S. Senchyshyn
----------------------------
Secretary
MELLON BANK, N.A., Trustee
By: /s/ J. H. McAnulty
----------------------------
Vice President
Attest:
/s/ Kent Christman
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Authorized Officer
COMMONWEALTH OF PENNSYLVANIA )
) ss.:
COUNTY OF ALLEGHENY )
On the 11th day of September, 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 11th day of September, 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.
September 11, 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
11 June 1, 1995 8 First Collateral
Trust Bonds,
Series I
(table con't)
Princial 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
11 $923,000,000 $923,000,000 $90,000,000
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(1) As of June 1, 1995
SCHEDULE B
NONE
RECORDING INFORMATION
Allegheny County, Pennsylvania
Office of Recorder of Deeds
Recorded September 11, 1995
Mortgage Book Volume 15174, page 234
Beaver County, Pennsylvania
Office of Recorder of Deeds
Recorded September 11, 1995
Mortgage Book Volume 1386, page 419
Greene County, Pennsylvania
Office of Recorder of Deeds
Recorded September 12, 1995
Mortgage Book Volume 146, page 131
Washington County, Pennsylvania
Office of Recorder of Deeds
Recorded September 12, 1995
Mortgage Book Volume 2754, page 76
Westmoreland County, Pennsylvania
Office of Recorder of Deeds
Recorded September 12, 1995
Mortgage Book Volume 3641, page 314
Belmont County, Ohio
Office of Recorder
Received September 11, 1995
Recorded September 12, 1995
Mortgage Book Volume 643, page 172
Columbiana County, Ohio
Office of Recorder
Recorded September 12, 1995
Official Records Volume 494, page 287
Jefferson County, Ohio
Office of Recorder
Received September 11, 1995
Recorded September 12, 1995
Official Records Volume 173, page 814
Lake County, Ohio
Office of Recorder
Recorded September 12, 1995
Official Records Volume 1156, page 547
Monroe County, Ohio
Office of Recorder
Received September 11, 1995
Recorded September 11, 1995
Official Records Volume 15, page 759
Hancock County, West Virginia
Office of Clerk of County Commission
Recorded September 11, 1995
Deed of Trust Book 330, page 112
Monongalia County, West Virginia
Office of Clerk of County Commission
Recorded September 12, 1995
Deed of Trust Book 790, page 345