<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
-----------------------
FORM 8-K
-----------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 4,
1999
-----------------------
Southern Union Company
(Exact name of registrant as specified in its charter)
----------------------
Delaware 1-6407 75-0571592
(State or other juris- (Commission File Number) (I.R.S. Employer
diction of incorpora- Identification
tion or organization) No.)
504 Lavaca Street, Eighth Floor 78701
Austin, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code
(512) 477-5852
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Item 5. Other Events
Southern Union Company ("Southern Union") completed the merger of
Pennsylvania Enterprises, Inc. (PEI) on November 4, 1999. In
connection with the merger, Southern Union assumed certain long-
term debt of PEI consisting of $30 million of 8.375% First Mort-
gage Bonds due December 1, 2002 and $15 million of 9.34% First
Mortgage Bonds due September 1, 2019, collectively referred to as
the "First Mortgage Bonds." The base Indenture of Mortgage and
Deed of Trust, dated March 15, 1946, for the First Mortgage Bonds
and significant supplemental amendments are included as exhibits
to this Current Report on Form 8-K.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
4.1 First Mortgage Bonds Indenture of Mortgage and
Deed of Trust dated as of March 15, 1946 by PG
Energy, Inc. (formerly, Pennsylvania Gas and Water
Company, and originally, Scranton-Spring Brook
Water Service Company) to Guaranty Trust Company
of New York.
4.2 Twenty-Third Supplemental Indenture dated as of
August 15, 1989 (Supplemental to Indenture dated
as of March 15, 1946) between PG Energy, Inc.
(formerly, Pennsylvania Gas and Water Company, and
originally, Scranton-Spring Brook Water Service
Company) to Morgan Guaranty Trust Company of New
York.
4.3 Twenty-Sixth Supplemental Indenture dated as of
December 1, 1992 (Supplemental to Indenture dated
as of March 15, 1946) between PG Energy, Inc.
(formerly, Pennsylvania Gas and Water Company, and
originally, Scranton-Spring Brook Water Service
Company) to Morgan Guaranty Trust Company of New
York.
4.4 Thirtieth Supplemental Indenture dated as of
December 1, 1995 (Supplemental to Indenture dated
as of March 15, 1946) between PG Energy, Inc.
(formerly, Pennsylvania Gas and Water Company, and
originally, Scranton-Spring Brook Water Service
Company to First Trust of New York, National
Association.
4.5 Thirty-First Supplemental Indenture dated as of
November 4, 1999 (Supplemental to Indenture dated
as of March 15, 1946) between Southern Union Com-
pany (successor to PG Energy, Inc., formerly
Pennsylvania Gas and Water Company) to U. S. Bank
Trust, National Association (formerly, First Trust
of New York, National Association).
4.6 Pennsylvania Gas and Water Company Bond Purchase
Agreement dated September 1, 1989.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SOUTHERN UNION COMPANY
Dated: December 30, 1999 By: RONALD J. ENDRES
------------------- ----------------
Ronald J. Endres
Executive Vice President
and Chief Financial Officer
Dated: December 30, 1999 By: DAVID J. KVAPIL
------------------- ---------------
David J. Kvapil
Senior Vice President and
Corporate Controller
(Principal Accounting Officer)
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PG ENERGY, INC.
Formerly, PENNSYLVANIA GAS AND WATER COMPANY, and Originally,
SCRANTON-SPRING BROOK WATER SERVICE COMPANY
TO
GUARANTY TRUST COMPANY OF NEW YORK
Trustee
--------------
Indenture of Mortgage and Deed of Trust
DATED AS OF MARCH 15, 1946
-------------
FIRST MORTGAGE BONDS
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<PAGE>
TABLE OF CONTENTS*
--------------------
PAGE
PARTIES.....................................................
RECITALS:...................................................
Authorization of bond issue and Indenture.................
General form of coupon bond...............................
General form of coupon....................................
General form of fully registered bond without coupons.....
Form of coupon bond, 2 7/8% Series due 1976...............
Form of interest coupon for bonds of the 2 7/8% Series
due 1976................................................
Form of fully registered bond without coupons, 2 7/8%
Series due 1976.........................................
Form of Trustee's certificate of authentication...........
Compliance with legal requirements........................
GRANTING CLAUSES............................................
EXCEPTED PROPERTY...........................................
HABENDUM....................................................
SUBJECT TO PERMITTED ENCUMBRANCES, LIENS ON AFTER-ACQUIRED
PROPERTY AND CERTAIN VENDOR'S LIENS.......................
GRANT IN TRUST..............................................
DEFEASANCE..................................................
GENERAL COVENANT............................................
ARTICLE 1
DEFINITIONS
Sec. 1.01. Definitions for purposes of Indenture...........
Sec. 1.02. Following terms defined:
"Company".....................................
"Corporation".................................
- ------------------
*This table of contents is not a part of the Indenture as
executed.
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"Obligor".....................................
"Affiliate"...................................
"Control".....................................
"Person"......................................
"Trustee".....................................
"Original Trustee"............................
"Bond", "bondholder" and "holder".............
"Herein", "hereby", "hereunder", "hereof",
"hereinbefore" and "hereinafter"............
"This Indenture"..............................
"Lien of this Indenture" and "lien hereof"....
"Mortgaged property" or "trust estate"........
"Water or gas utility system".................
"Supplemental indenture" or "indenture
supplemental hereto"........................
Sec. 1.03. Following terms defined:
"Additional bonds"............................
"Authorized newspaper"........................
"Board", "Board of Directors" and "Directors".
"Certified resolution"........................
"Application of the Company", "written order
of the Company", "written request of the
Company", "written consent of the Company",
"certificate of the Company" and "statement
of the Company".............................
"Opinion of counsel"..........................
"Engineer"....................................
"Independent engineer"........................
"Accountant" and "independent public
accountant".................................
Certificates, compliance with conditions and
covenants...................................
Certificates, compliance with conditions
precedent...................................
"Responsible officer" and "responsible
officers"...................................
"Outstanding under this Indenture", "out-
standing hereunder" and "outstanding".......
Sec. 1.04. Following terms defined:
"Permitted encumbrances"......................
"Prepaid lien"................................
"Prior lien"..................................
"Prior lien bonds"............................
"Outstanding" with respect to prior lien
bonds.......................................
Sec. 1.05. Following terms defined:
"Property additions"..........................
"Net property additions"......................
"Unapplied balance of property additions".....
"Property retirements"........................
"Cost"........................................
Sec. 1.06. Following terms defined:
"Net earnings certificate"....................
"Repairs".....................................
Sec. 1.07. "Funded property" defined.......................
Sec. 1.08. "Funded prior lien bonds" defined...............
ARTICLE 2
FORM AND EXECUTION OF BONDS
Sec. 2.01. Amount of bonds issuable -- fixing of price.....
Sec. 2.02. Bonds issuable in series........................
General provisions as to all series--designa-
tions, forms, variations, and special pro-
visions.......................................
Each series, other than 2 7/8% Series due 1976,
to be created by supplemental indenture.......
Sec. 2.03. Provisions with respect to First Mortgage Bonds
2 7/8% Series due 1976:
Title of First Mortgage Bonds 2 7/8% Series
due 1976..................................
Initial principal amount $23,500,000........
Date of coupon bonds; maturity date and
interest rate.............................
Place and coin of payment of principal
and interest..............................
2 7/8% Series due 1976 to be redeemable.....
2 7/8% Series due 1976 to be entitled to
Sinking Fund..............................
Denominations of coupon bonds and of
fully registered bonds without coupons....
Coupon bonds and fully registered bonds
exchangeable..............................
Sec. 2.04. Bonds, other than 2 7/8% Series due 1976,
issuable either as coupon bonds or as fully
registered bonds without coupons -- denomina-
tions thereof.................................
Date of fully registered bonds, without coupons.
Date from which interest accrues thereon........
Interest thereon payable only to registered
holder........................................
Sec. 2.05. Exchange of coupon bonds for coupon bonds of
other denominations...........................
Transfers, consolidations, and subdivisions of
fully registered bonds without coupons and
exchange for coupon bonds.....................
Exchange of coupon bonds for fully registered
bonds without coupons.........................
Such exchanges to conform to rules of any stock
exchange on which bonds are listed, and to
usage.........................................
In case of default, coupon bonds exchanged
shall have attached all matured coupons in
default.......................................
Sec. 2.06. Registration of coupon bonds....................
Coupons to bear same designation as bonds.......
Sec. 2.07. General provision for identification, designa-
tion, legends, etc., on bonds.................
Sec. 2.08. Charges on exchanges of bonds and transfer of
fully registered bonds without coupons........
Transfers not required within 10 days prior to
interest payment dates........................
Sec. 2.09. Execution of bonds and coupons..................
Matured coupons to be cancelled before
authentication of bonds.......................
Sec. 2.10. Temporary bonds.................................
Sec. 2.11. Mutilated, lost, stolen or destroyed bonds......
Sec. 2.12. Authentication of bonds by Trustee..............
ARTICLE 3
AUTHENTICATION AND DELIVERY OF BONDS
Sec. 3.01. $23,500,000 bonds of 2 7/8% Series due 1976,
issuable, immediately.........................
Sec. 3.02. Additional bonds issuable on basis of property
additions.....................................
Sec. 3.03. Bonds not issuable under Section 3.04, 3.05 or
3.06 on basis of funded property..............
Sec. 3.04. Bonds issuable upon basis of net property addi-
tions not to exceed 60% of amount thereof.....
How amount of net property additions evidenced..
Sec. 3.05. Net earnings requirements for issuance of
bonds on basis of property additions..........
Sec. 3.06. Trustee to receive certain instruments:
(1) Certified resolution of Board.............
(2) Certificate of the Company showing no
default.................................
(3) Engineer's certificate relating to
property additions, etc.................
(4) Independent engineer's certificate in
case property additions include a water
or gas utility system of stated fair
value and recent use....................
(5) Engineer's certificate as to fair value
of any securities or other property
included in cost of property additions..
(6) Net earnings certificate..................
(7) Opinion of counsel........................
(8) Deeds, conveyances, etc...................
(9) Engineers certificate dated within 10
days of application date, relative to
property retirements not theretofore
certified...............................
(10) Certificate of the Company and opinion of
counsel as to compliance with condi-
tions precedent.........................
Sec. 3.07. Additional bonds issuable upon basis of retire-
ment of equal amount of Bonds previously
issued........................................
Surrender of retired bonds or deposit of cash
for their retirement, together with irrevo-
cable authorizations..........................
Trustee to receive certain instruments:
(1) Certified resolution of Board.............
(2) Certificate of the Company showing no de-
fault and relating to the bonds retired.
(3) Opinion of counsel........................
(4) Evidence of compliance with tax require-
ments and governmental approval.........
(5) Certificate of the Company and opinion of
counsel as to compliance with condi-
tions precedent.........................
Interest rate of additional bonds not to exceed
that of retired bonds except under specified
conditions....................................
Sec. 3.08. Additional bonds issuable upon basis of deposit
of equal amount of cash with Trustee..........
Trustee to receive certain instruments:
(1) Certified resolution of Board.............
(2) Certificate of the Company showing no
default.................................
(3) Net earnings certificate..................
(4) Opinion of counsel........................
(5) Evidence of compliance with tax require-
ments and governmental approval.........
(6) Certificate of the Company and opinion
of counsel as to compliance with condi-
tions precedent.........................
Sec. 3.09. Deposited cash to be paid to Company in lieu of
issuance of additional bonds..................
Sec. 3.10. When no application made within three years by
Company for payment of cash deposited under
Section 3.09, such cash to be used for pur-
chase or redemption of bonds..................
Sec. 3.11. Issuance of bonds against prior lien bonds de-
posited with Trustee, paid, redeemed, etc.,
or for payment or redemption of which pro-
vision has been made..........................
Instruments to be delivered to Trustee:
(a) Certified resolution of Board.............
(b) Either prior lien bonds...................
Or certificate of the Company and opinion
of counsel as to provisions for payment,
redemption, etc., of prior lien bonds...
(c) Certificate of the Company as to status
of prior lien bonds -- Company not in
default, etc............................
(d) Opinion of counsel that prior lien bonds
deposited with Trustee have been validly
pledged and that issuance of bonds
applied for is duly authorized..........
(e) Net earnings certificate, when required...
(f) Certificates or other documents specified
in opinion of counsel...................
(g) Certificate of the Company and opinion of
counsel as to compliance with condi-
tions precedent.........................
Issuance of bonds upon discharge of mortgage
securing prior lien bonds theretofore deducted
upon applications for issuance of bonds.......
Instruments to be delivered to Trustee:
Certificate of the Company, etc...............
Opinion of counsel............................
ARTICLE 4
PARTICULAR COVENANTS OF COMPANY
Sec. 4.01. Warranties as to property mortgaged; mainte-
nance of lien of Indenture....................
Sec. 4.02. Payment of principal and interest...............
Extension and funding of coupons and claims for
interest; determination of ownership with
respect to taxes; subordination of such
coupons and claims and those transferred
separately....................................
Sec. 4.03. Appointment of paying agent, and its duties.....
Sec. 4.04. Office or agency and paying agencies............
Sec. 4.05. Payment of taxes, etc...........................
No prior liens or encumbrances to be permitted
except as stated..............................
Payment of mechanics' liens, etc................
Performance of obligations under any lien that
may hereafter be a prior lien.................
Sec. 4.06. Property to be kept insured.....................
Certificates as to insurance....................
Proceeds of insurance to be paid to Company as
reimbursement for rebuilding or renewal of
damaged property..............................
Proceeds not so paid over within specified time
to be applied in same manner as release
moneys........................................
Sec. 4.07. Maintenance of corporate existence and fran-
chise, etc....................................
Mortgaged property to be kept in repair.........
Proviso as to properties no longer profitable,
etc...........................................
Sec. 4.08. Appointment of successor to Trustee when
necessary; qualifications of such successor...
Sec. 4.09. Books of account to be kept by Company..........
Examination of properties and books by Trustee;
information to be furnished by Company........
Sec. 4.10. Company to create Maintenance and Replacement
Fund..........................................
"Standard of Expenditure" defined...............
Optional credits to Company:
(1) Amounts expended for repairs and mainte-
nance...................................
(2) Cost of certain property additions........
(3) Certain redeemed, retired or cancelled
bonds...................................
(4) Net property additions....................
Annual certificate of the Company as to reve-
nues, Standard of Expenditure, credits taken,
etc...........................................
Payment to be made of any balance shown due
by certificate of the Company.................
Use of moneys in Maintenance and Replacement
Fund:
For purchase or redemption of bonds.........
Withdrawal upon deposit of bonds............
Withdrawal in reimbursement for net
property additions........................
How net property additions computed in such
case......................................
Use of excess where total credits exceed
Standard of Expenditure...................
"Gross water and gas operating revenues"
defined...................................
Company to classify certain property as
retired...................................
Sec. 4.11. Restrictions on payment of dividends by Company.
Method of determining earned surplus for
purposes of this Section......................
Sec. 4.12. Instruments of further assurance................
Sec. 4.13. Recordation, filing, etc........................
Company to furnish opinions of counsel..........
Sec. 4.14. Bonds to be issued only in accordance with
Indenture.....................................
No defaults under Indenture to be permitted.....
Sec. 4.15. Trustee may make certain advances...............
Sec. 4.16. Additional property subject to a prior lien to
be acquired only under certain condition......
Ratio of indebtedness to property...............
Earnings requirement............................
Instruments to be filed with Trustee............
Exception as to equipment acquired subject to
chattel mortgages, etc........................
Sec. 4.17. Bonds not to be disposed of after default.......
Sec. 4.18. "Restricted property" defined...................
Covenant as to ratio between outstanding bonds
and bonds issued in respect of restricted
property, etc.................................
Sec. 4.19. Covenant to pay principal of and interst on
prior lien bonds..............................
Sec. 4.20. Indebtedness secured by prior lien not to be in-
creased unless evidences thereof be deposited
with Trustee..................................
Sec. 4.21. A. Uncancelled prior lien bonds acquired by
Company to be deposited with Trustee......
B. Upon satisfaction of prior lien, bonds se-
cured by other prior liens to be delivered
to Trustee or trustee of prior lien.......
C. Upon satisfaction of prior lien, property in
hands of trustee thereof to be delivered
to Trustee hereunder or trustee of prior
lien......................................
D. Restriction upon Company's obtaining re-
lease of cash held by trustee of prior
lien......................................
Sec. 4.22. Certificate of the Company as to compliance with
certain covenants to be delivered annually to
Trustee.......................................
Sec. 4.23. Sinking Fund for bonds of 2 7/8% Series due
1976..........................................
(a) Designation of Sinking Fund payment
dates................................
Sinking Fund provision for bonds of
2 7/8% Series due 1976...............
Dates and amounts of Sinking Fund pay-
ments................................
(b) Surrender of bonds of 2 7/8% Series
due 1976 in lieu of cash payments....
(c) All cash paid in applicable to retire-
ment of bonds of 2 7/8% Series due
1976.................................
Current redemption price, for purposes
of Sinking Fund...................
(d) Application of funds amounting to less
than $10,000.........................
(e) Cancellation of Bonds retired through
operation of Sinking Fund............
ARTICLE 5
REDEMPTION OF BONDS
Sec. 5.01. Bonds of 2 7/8% Series due 1976 redeemable......
Redemption prices for bonds of 2 7/8% Series
due 1976......................................
Sec. 5.02. Redemption of bonds of other series.............
Sec. 5.03. Notice of redemption; how given.................
Contents of such notice.........................
Election to redeem Bonds may be rescinded.......
Manner of selection of bonds to be redeemed, in
case of partial redemption....................
In case fully registered bonds without coupons
are so selected, notice to specify numbers
thereof.......................................
Bonds redeemed payable on redemption date;
interest thereon to cease to accrue...........
Method and place of payment of principal and in-
terest; Company to deposit redemption moneys
in trust with Trustee.........................
Sec. 5.04. Moneys deposited with Trustee for redemption of
bonds reserved for the benefit of the bond-
holders.......................................
Bonds as to which redemption price so deposited
will be excluded from participation in
security......................................
Sum so reserved constitutes trust fund..........
Sec. 5.05. Redeemed bonds to be cancelled..................
Sec. 5.06. Bondholder agrees to accept payment upon terms
of this Article and of Section 4.23...........
ARTICLE 6
BONDHOLDERS' LISTS AND REPORTS BY THE COMPANY
AND THE TRUSTEE
Sec. 6.01. Bondholders' lists to be filed with Trustee.....
Sec. 6.02. (a) Preservation by Trustee of bondholders'
lists....................................
(b) Application by bondholders for bondholders'
lists, refusal, procedure................
(c) Accountability of Trustee..................
Sec. 6.03. (1) Filing of Annual Report and other infor-
mation with Trustee and Securities and
Exchange Commission......................
(2) Filing of additional information with
respect to compliance with covenants in
Indenture with Trustee and Securtities
and Exchange Commission..................
(3) Transmittal to Bondholders of information
required by rules and regulations of
Securities and Exchange Commission.......
Sec. 6.04. (a) Transmittal by Trustee of report regarding
eligibility and qualifications, advances,
releases, issue of additional bonds, etc.
(b) Transmittal by Trustee to bondholders of
report (within 90 days) regarding
release of property, and amount of
advances made by any Trustee.............
(c) Transmittal of Trustee's reports by mail...
(d) Report to bondholders to be filed with
stock exchanges and Securities and
Exchange Commission......................
(e) What bonds shall be deemed outstanding
for purposes of this Section.............
ARTICLE 7
CONCERNING PRIOR LIEN BONDS DEPOSITED WITH TRUSTEE
Sec. 7.01. Form in which such bonds shall be received and
held by the Trustee............................
Sec. 7.02. While Company not in default, no payment by
ways of interest, or otherwise, required as
to prior lien bonds held by Trustee............
While Company not in default, moneys received by
Trustee on account of prior lien bonds shall
be paid over to the Company on conditions here
stated.........................................
Sec. 7.03. While Company not in default, Trustee may cause
prior lien bonds held by it to be canceled and
prior lien discharged of record -- instruments
required in that connection....................
While Company not in default, Trustee may sell or
surrender prior lien bonds held by it to the
holder of the prior liens for cancellation or
otherwise -- instruments required in that con-
nection........................................
Sec. 7.04. While Company not in default, Trustee may exer-
cise with consent of the Company all rights of
bondholder with respect to prior lien bonds
held...........................................
Trustee to be reimbursed for expenses properly
incurred in this connection....................
ARTICLE 8
POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY
Sec. 8.01. Company to possess, use and enjoy property
until event of default.........................
Sec. 8.02. Release of property taken by eminent domain or
exercise of right of municipal purchase or sold
in anticipation of such taking.................
Instruments required in that connection..........
Release of property subject to prior lien........
Sec. 8.03. Company entitled to sell or exchange, and
Trustee required to release, any part of
mortgaged property no longer needed............
Permissible consideration therefore described....
Release to be executed upon receipt by Trustee
of:
(A) Written request of Company..............
(B) Certificate of the Company showing no
event of default......................
(C) Engineer's certificate relative to the
consideration for and the fair
value of property to be released......
(D) Independent engineer's certificate,
under stated conditions...............
(E) All cash and obligations included in
consideration.........................
(F) Mortgages, deeds, conveyances, etc., if
consideration includes additional
property..............................
(G) Opinion of counsel......................
(H) Certificate of the Company and opinion
of counsel as to compliance with con-
ditions precedent.....................
Sec. 8.04. Company entitled, while not in default, to re-
lease of real estate no longer useful, to an
aggregate value not exceeding $50,000 in any
twelve consecutive calendar months; considera-
tion received to be deposited with trustee.....
Sec. 8.05. Company entitled, without release or consent by
Trustee:
(1) To dispose of certain properties no
longer fit for use....................
(2) To alter leases, etc....................
(3) To assent to modification of franchises,
etc...................................
(4) To change, relocate, etc., plants and
property..............................
(5) To enter into agreements for joint use
of equipment, etc.....................
Sec. 8.06. Trustee to execute, upon request, disclaimer or
quitclaim as to excepted property sold.........
Sec. 8.07. Trustee may in its discretion execute release or
consent although default exists................
Sec. 8.08. Purchase money obligations deposited with
Trustee to be released upon deposit of unpaid
principal amount thereof.......................
Trustee to collect principal and interest, but
interest to be paid to Company.................
Additional property acquired in place of
released property to become subject to lien
of Indenture...................................
Covenant as to further assurance and recorda-
tion and filing................................
Sec. 8.09. If required, consideration received may be
deposited under prior lien.....................
Provisions with respect to moneys deposited
with Trustee for payment of "prepaid liens"....
Sec. 8.10. Purchaser of released property not bound to
inquire into authority of Trustee or Company...
Sec. 8.11. Definition of trust moneys.......................
Trust moneys applicable to payment of Bonds
upon default in payment of principal of bonds..
While no default, trust moneys may be:
(1) Withdrawn by Company in lieu of issuance
of additional bonds.....................
(2) Applied by Trustee to purchase of bonds...
(3) Applied by Trustee to redemption of bonds.
Company to pay redemption premium and accrued
interest.......................................
Provisions to be complied with by Company to
procure application of trust moneys............
Where property additions made basis of with-
drawal of trust moneys, how net property
additions computed.............................
If trust moneys amounting to $25,000 or more re-
main with Trustee for three years, then same
shall be applied only to purchase or redemp-
tion of bonds..................................
Sec. 8.12. Application of trust moneys to purchase of
bonds -- limitation as to purchase price.......
Provisions governing method of making purchases..
Company to pay accrued interest and any pre-
mium and expenses of Trustee...................
Definition of "current redemption price" for
purposes of this Section.......................
Sec. 8.13. Redemption of bonds on acquisition of water
utility system by governmental body............
Sec. 8.14. Exercise of certain powers under Article 8 when
property in possession of receiver, trustee,
etc............................................
Exercise of such powers during default...........
ARTICLE 9
REMEDIES
Sec. 9.01. Defaults defined.................................
Acceleration of principal........................
Rescission of such acceleration..................
Sec. 9.02. Trustee to give bondholders notice, within 90
days, of defaults known to them................
May withhold such notice in certain case stated..
Sec. 9.03. (1) Right of Trustee to enter...................
Repairs to property, etc....................
Trustee to receive income, etc..............
Application of moneys collected.............
(2) Power of sale by Trustee....................
(3) Right to sue in equity or at law............
Sec. 9.04. Judicial proceedings by Trustee..................
Entitled to appointment of receiver..............
Sec. 9.05. Trust estate, whether to be sold as an
entirety or in parcels.........................
Company waives right to have trust estate
marshalled.....................................
Sec. 9.06. Notice of sale, how given........................
Sec. 9.07. Sale may be adjourned............................
Sec. 9.08. Trustee to deliver deed to purchaser upon sale...
Sale shall divest title of Company...............
Receipt for purchase money to be discharge of
purchaser......................................
Purchaser not responsible for application of
purchase money.................................
Sec. 9.09. Application of proceeds of sale and other
moneys held by Trustee.........................
Sec. 9.10. Sale to mature all unmatured bonds...............
Purchaser may apply bonds and coupons in pay-
ment of purchase price.........................
Sec. 9.11. Payment of amount due on bonds to Trustee on
demand.........................................
Trustee entitled to recover judgment therefor....
Trustee is appointed attorney-in-fact for bond-
holders, to file claims, receive payments, etc.
Trustee not entitled to vote claims of bond-
holders........................................
Pendency of proceedings for enforcement of
lien no bar to recovery of judgment............
Application of moneys collected under this
Section........................................
Sec. 9.12. Trustee entitled to maintain suits to prevent
impairment of security.........................
Sec. 9.13. Trustee or bondholders may make certain pay-
ments in case of default by Company............
Company agrees to repay same, with interest......
Such payment does not relieve Company of default.
Sec. 9.14. Waiver by Company of benefit of laws for
appraisement, redemption, etc..................
Effect of repeal of any such law.................
Sec. 9.15. Chattels mortgaged deemed real estate for pur-
poses of Indenture.............................
Sec. 9.16. Majority in amount of bondholders may direct
proceedings to enforce security................
Sec. 9.17. Bondholders may institute judicial proceedings
after notice of default, request and offer
of indemnity to Trustee........................
Proviso as to rights of bondholders individually
to enforce payment of principal and interest
at maturity....................................
Sec. 9.18. Company entitled to waive periods of grace.......
Sec. 9.19. All remedies cumulative..........................
Sec. 9.20. Rights and powers not impaired by delay, etc.....
Trustee may enforce rights of action and prove
claims without possession or production of
bonds..........................................
Sec. 9.21. 75% in amount of bondholders may waive certain
defaults.......................................
Sec. 9.22. Rights, remedies and powers provided for in
this Article may be exercised only when not
in violation of law............................
ARTICLE 10
EVIDENCE OF RIGHTS OF BONDHOLDERS AND
OWNERSHIP OF BONDS
Sec. 10.O1. Execution of instruments........................
Proof of execution..............................
Proof of bearer bond holdings...................
Proof of ownership of registered bonds..........
Request or consent binds all future holders
of same bond..................................
Sec. 10.02. Bearer of unregistered coupon bond or of coupon
deemed owner thereof..........................
Person in whose name fully registered bonds
without coupons are registered deemed owner
thereof.......................................
Submission of bond for inspection if required...
ARTICLE 11
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS
Immunity of incorporators, stockholders,
officers and directors........................
ARTICLE 12
EFFECT OF MERGER, CONSOLIDATION, ETC.
Sec. 12.01. Company may consolidate, merge, transfer or
lease upon certain terms......................
Lien of Indenture, etc., to remain unimpaired...
Lease to be terminable upon happening of
default hereunder.............................
Successor corporation or lessee to assume
payment of bonds..............................
Existing franchises of Company to be preserved..
Sec. 12.02. Successor corporation to be substituted for
Company subject to certain restrictions.......
Successor corporation may issue additional
bonds only if supplemental indenture mortgages
certain after-acquired property...............
Sec. 12.03. Lien of this Indenture and lien of supplemental
indenture attach only to certain properties
thereafter acquired...........................
Sec. 12.04. Term "Company" includes successor corporation...
Net earnings certificate executed by successor
corporation relates only to earnings of
mortgaged property............................
Sec. 12.05. Company may waive powers under Article 12.......
ARTICLE 13
CONCERNING THE TRUSTEE
Sec. 13.01. Capital and surplus requirement.................
Sec. 13.02. Acceptance of trust and duties and immunities
of Trustee....................................
Must examine evidence submitted to it to de-
termine if it complies with requirements
of Indenture..................................
As to when a default is cured...................
Sec. 13.03. Liability for negligence, willful misconduct,
error in judgment, etc........................
Sec. 13.04. Trustee not responsible for recitals, and
makes no representation.......................
Sec. 13.05. Trustee not personally liable in case of entry
for debts contracted or liability incurred
in operation..................................
Sec. 13.06. Trustee may rely on certificates, opinions,
etc., and consult with counsel................
Sec. 13.07. Trustee not responsible for approval of experts
other than independent experts................
Not required to advance or expend own funds
if repayment not reasonably assured...........
Sec. 13.08. Trustee or paying agent may buy, hold and deal
in bonds and coupons and engage in financial
or other transactions with Company............
Sec. 13.09. Moneys received by Trustee or paying agent shall
be held in trust but need not be segregated...
Sec. 13.10. Compensation, expenses, etc. of Trustee pay-
able by Company; Trustee to have prior lien
on mortgaged property.........................
Sec. 13.11. Trustee may claim reimbursement for advances,
expenses in bankruptcy, receivership and fore-
closure proceedings, etc.; priority of unpaid
advances and expenses.........................
Sec. 13.12. Certificate of Company as evidence of facts.....
Sec. 13.13. Trustee has power to give notices...............
Sec. 13.14. (a) Trustee acquiriug conflicting interest
must eliminate such interest or resign...
(b) Such Trustee must give notice of failure
to remove conflicting interest or
resignation to bondholders...............
(c) Situations constituting conflicting
interests................................
Sec. 13.15. (a) Apportionment of preferential collections
if Trustee becomes a creditor within four
months prior to default; transactions
excepted from apportionment; application
of apportionment to a resigned Trustee...
(b) Creditor relationships excluded from appor-
tionment, of preferential collections....
Sec. 13.16. Resignation of Trustee..........................
Sec. 13.17. Removal of Trustee by a majority in amount of
Bondholders...................................
Sec. 13.18. Appointment of successor Trustee................
Sec. 13.19. Power to appoint separate Trustees..............
Sec. 13.20. No trustee liable for acts of any other trustee.
Sec. 13.21. Acceptance of trust by successor trustee; con-
veyance by predecessor trustee to successor
trustee.......................................
Sec. 13.22. Effect of merger of Trustee.....................
ARTICLE 14
SUPPLEMENTAL INDENTURES
Sec. 14.01. Company may enter into supplemental indentures
under certain circumstances for certain pur-
poses:
(a) To correct description of property.....
(b) To add to limitations, etc., of
issue of bonds.......................
(c) To provide for creation of additional
series...............................
(d) To provide sinking fund, etc...........
(e) To provide redemption provisions for
additional series....................
(f) In case Company is succeeded by
other corporation....................
(g) To provide for issuance of convertible
bonds................................
(h) To add to covenants of Company.........
(i) To clarify this Indenture, etc.........
(j) To make provision in regard to matters
or questions arising under the
Indenture............................
(k) To give effect to action taken by
bondholders pursuant to Article 15...
(l) To modify provisions of the Indenture,
subject to conditions stated.........
Sec. 14.02. Trustee authorized to join in supplemental
indenture.....................................
Sec. 14.03. Trustee exercises discretion in determining
propriety supplemental indenture..............
ARTICLE 15
BONDHOLDERS' MEETINGS AND CONSENTS
Sec. 15.01. Call and place of meeting.......................
Determination of bonds entitled to vote.........
Sec. 15.02. Notice of meeting...............................
Sec. 15.03. Attendance at meeting; deposit or exhibition
of bonds; proxies.............................
Sec. 15.04. Quorum; adjournment failing quorum; notice
thereof.......................................
Officers of meeting; inspectors of votes........
Sec. 15.05. Attendance by representatives of Trustee and
Company.......................................
Sec. 15.06. Certain types of modifications or alterations
of Indenture, etc., permitted by 75% vote.....
Proviso in case one series affected dif-
ferently from others..........................
Limitations on permitted modifications or
alterations...................................
Sec. 15.07. Binding effect of bondholders' action...........
Sec. 15.08. Record of meeting...............................
Sec. 15.09. Notation on bonds; supplemental indenture.......
Sec. 15.10. Written consent of bondholders..................
ARTICLE 16
DEFEASANCE
Discharge of Indenture..........................
ARTICLE 17
MISCELLANEOUS
Sec. 17.01. Indenture for exclusive benefit of parties
and bondholders...............................
Sec. 17.02. Instrument binding on successors and assigns
of respective parties.........................
Sec. 17.03. Notices to Trustee and Company..................
Sec. 17.04. Consent to undertaking for costs................
Sec. 17.05. As to conflicts with any provisions required
by the Trust Indenture Act of 1939 to be
included in this Indenture....................
Sec. 17.06. Indenture may be executed in counterparts.......
TESTIMONIUM..................................................
SIGNATURES AND SEALS.........................................
ACKNOWLEDGMENTS..............................................
<PAGE>
INDENTURE, dated as of March 15, 1946, between SCRANTON-SPRING
BROOK WATER SERVICES COMPANY, a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania
(hereinafter sometimes called the "Company"), party of the first
part and GUARANTY TRUST COMPANY OF NEW YORK, a corporation, orga-
nized and existing under the laws of the State of New York, and
having its principal place of business at No. 140 Broadway, in
the City of New York, New York (hereinafter sometimes called the
"Trustee"), as Trustee, party of the second part.
WHEREAS the Company is authorized by law, and deems it neces-
sary from time to time, to borrow money for its proper corporate
purposes, to issue its bonds therefor, and to mortgage its
properties to secure the payment thereof, and to that end, in the
exercise of said authority, has duly authorized and directed the
creation of an issue of its bonds of one or more series, to be
designated generally as "First Mortgage Bonds" (hereinafter
called the "bonds") of substantially the form and containing the
terms hereinafter in this mortgage and deed of trust provided or
permitted, and in order to secure the payment of the principal of
and interst on said bonds, to provide for the authentication and
delivery thereof by the Trustee and to establish and declare the
terms and conditions upon which the bonds are to be issued and
secured, the Company has duly authorized and directed the execu-
tion of a mortgage and deed of trust substantially in the form
hereof; and
WHEREAS the texts of the coupon bonds, of the coupons to be
annexed thereto, of the fully registered bonds without coupons,
including 2 7/8% Series due 1976, and of the certificate of
authentication of the Trustee to be executed thereon, are to be
substantially in the following forms, respectively, with such
appropriate omissions, insertions and variations as are in this
mortgage and deed of trust, (hereinafter sometimes called this
"Indenture") provided or permitted:
[GENERAL FORM OF COUPON BOND]
SCRANTON-SPRING BROOK WATER SERVICE COMPANY
FIRST MORTAGE BANK
% SERIES DUE
--- ------
Due
---------------------
No. $
-------------------- ----------------
SCRANTON-SPRING BROOK WATER SERVICE COMPANY, a corporation or-
ganized and existing under the laws of the Commonwealth of
Pennsylvania (hereinafter sometimes called the Company), for
value received, promises to pay to bearer, or in case this bond
be registered, to the registered owner hereof, on ,
--------------
Dollars ($ ), at its
- ----------------------------------- ----------
office or agency in , and semi-annually
--------------------------
on and in each year, to pay interest
------------- -------------
thereon at said office or agency, at the rate of % per annum
-----
from the date hereof until the Company's obligation with respect
to such principal sum shall be discharged, but, until maturity,
only upon presentation and surrender of the annexed coupons as
they become due. Both the principal of and the interest on this
bond shall be payable in any coin or currency of the United
States of America which at the time of payment shall be legal
tender for the payment of public and private debts.
This bond is one of an issue of bonds of the Company, known as
its First Mortgage Bonds, issued and to be issued in one or more
series under and equally and ratably secured (except as any
sinking, amortization, improvement or other fund, established in
accordance with the provisions of the indenture hereinafter men-
tioned, may afford additional security for the bonds of any par-
ticular series) by a certain mortgage and deed of trust
(hereinafter called the Indenture), dated as of March 15, 1946,
made by the Company to GUARANTY TRUST COMPANY OF NEW YORK, as
Trustee (hereinafter called the Trustee), to which Indenture (and
to all indentures supplemental thereto) reference is hereby made
for a description of the property mortgaged, the nature and ex-
tent of the security, the rights and limitations of rights of the
Company, the Trustee, and the holders of said bonds and the cou-
pons appurtenant to coupon bonds, under the Indenture, and the
terms and conditions upon which said bonds are secured, to all of
the provisions of which Indenture and of all such supplemental
indentures in respect of such security, including the provisions
of the Indenture permitting the issue of bonds of any series in
respect of property which, under the restrictions and limitations
therein specified, may be subject to liens prior to the lien of
the Indenture, the holder, by accepting this bond, assents. To
the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of said
bonds and coupons (including those pertaining to any sinking or
other fund) may be changed and modified, with the consent of the
Company, by the holders of at least 75% in aggregate principal
amount of the bonds then outstanding, such percentage being de-
termined as provided in the Indenture; provided, however, that
without the consent of the holder hereof no such modification or
alteration shall be made which will extend the time of payment of
the principal of or the interest on this bond or reduce the prin-
cipal amount hereof or the rate of interest hereon or effect any
other modification of the terms of payment of such principal or
interest or will permit the creation of any lien ranking prior to
or on a parity with the lien of the Indenture on any of the mort-
gaged property, or will deprive any non-assenting bondholder of a
lien upon the mortgaged property for the security of his bonds,
or will reduce the percentage of bonds required for the aforesaid
action under the indenture. This bond is one of a series of
bonds designated as the First Mortgage Bonds % Series due
-----
of the Company.
- ---------------------------
[Here insert reference to redemption of bonds of a particular
series are so redeemable, and to sinking or other fund if such
bonds are entitled thereto.]
The principal of this bond may be declared or may become due
prior to the maturity date hereinbefore named, on the conditions,
in the manner and at the times set forth in the Indenture, upon
the happening of a default as therein defined.
This bond shall pass by delivery unless the same shall have
been registered as to principal in accordance with the provisions
hereof. This bond may be registered as to principal in the
owner's name on the books of the Company kept for such purpose by
the Company at its office or agency in , such
--------------------
registry being noted hereon by the Company's registrar. After
such registration no transfer hereof shall be valid unless made
on such books by the registered owner or by his attorney there-
unto duly authorized and similarly noted hereon, but this bond
may be discharged from registry by being transferred to bearer,
after which it shall be transferable by delivery, but it shall be
subject to successive registrations and transfers to bearer as
before. Such registration, however, shall not affect the nego-
tiability of the coupons, which shall always be payable to bearer
and transferable by delivery. The Company and the Trustee and
any registrar and any paying agent may deem and treat the bearer
of this bond, if it be not registered as to principal, and the
bearer of any coupon hereunto appertaining, or if this bond be
registered as herein authorized, the person in whose name the
same is registered, as the absolute owner for the purpose of
receiving payment and for all other purposes.
[Here insert provisions for exchangeability, if any.]
No recourse under or upon any covenant or obligation of the
Indenture, or of any bonds or coupons thereby secured, or for any
claim based thereon, or otherwise in any manner in respect there-
of, shall be had against any incorporator, subscriber to the cap-
ital stock, stockholder, officer or director, as such, of the
Company, whether former, present or future, either directly, or
indirectly through the Company or the Trustee, by the enforcement
of any subscription to capital stock, assessment or otherwise, or
by any legal or equitable proceeding by virtue of any constitu-
tion, statue or otherwise (including, without limiting the gener-
ality of the foregoing, any proceeding to enforce any claimed
liability of stockholders of the Company based upon any theory of
disregarding the corporate entity of the Company or upon any
theory that the Company was acting as the agent or instrumental-
ity of the stockholders), any and all such liability of incorpo-
rators, stockholders, subscribers, officers and directors, as
such, being released by the holder hereof, by the acceptance of
this bond, and being likewise waived and released by the terms of
the Indenture under which this bond is issued.
Neither this bond nor any of the annexed interest coupons
shall be valid or become obligatory for any purpose until the
certificate of authentication endorsed hereon shall have been
signed by GUARANTY TRUST COMPANY OF NEW YORK, or its successor as
Trustee under the Indenture.
IN WITNESS WHEREOF, SCRANTON-SPRING BROOK WATER SERVICE COM-
PANY has caused this bond to be signed in its name by its Presi-
dent or a Vice-President, and its corporate seal to be affixed
hereto and attested by its Secretary or an Assistant Secretary,
and interest coupons bearing the facsimile signature of its
Treasurer to be annexed hereto, all as of , 19 .
--------------- ----
SCRANTON-SPRING BROOK WATER SERVICE COMPANY,
By
-------------------------------
Vice-President.
Attest:
------------------------
Assistant Secretary.
[GENERAL FORM OF COUPON]
$
------------
On the day of , 19 (unless the bond here-
------ ---------- ----
inafter mentioned shall have been called for previous redemption
and payment of the redemption price thereof duly provided for),
Scranton-Spring Brook Water Service Company will pay to bearer,
upon surrender hereof, at its office or agency in
---------------
,
- ------------------------------- --------------------------------
Dollars ($ ) in any coin or currency of the United States
---------
of America which at the time of payment shall be legal tender for
the payment of public and private debts, being six months'
interest then due on its First Mortgage Bonds % Series due
---
, No. .
- --------------------------------- --------------------
---------------------------
Treasurer.
(Reference to redemption shall be omitted from coupons annexed
to bonds of any series that are not redeemable prior to the
maturity of such coupons.)
[GENERAL FORM OF FULLY REGISTERED BOND WITHOUT COUPONS]
SCRANTON-SPRING BROOK WATER SERVICE COMPANY
FIRST MORTGAGE BOND
% SERIES DUE
--- -----------------------
Due
----------------------
No. $
-------------------------- ---------------
SCRANTON-SPRING BROOK WATER SERVICE COMPANY, a corporation or-
ganized and existing under the laws of the Commonwealth of
Pennsylvania (hereinafter sometimes called the Company), for
value received promises to pay to , or
-------------------------
registered assigns, on ,
------------------------ ----------------
Dollars ($ ) at its office or agency in
- --------------- ----------
and
- ----------------------------- -------------------------------
in each year, to pay interest thereon at said office or agency,
at the rate of % per annum from the semi-annual interest pay-
---
ment date next preceding the date of this bond (unless this bond
be dated on an interest payment date, in which case from the date
hereof; or unless this bond be dated prior to the first interest
payment date in respect thereof, in which case from the beginning
of the first interest period for bonds of this series, and except
that if this bond is delivered on a transfer or exchange of or in
substitution for another bond or bonds it shall bear interest
from the last preceding date to which interest shall have been
paid on the bond or bonds in respect of which this bond is
delivered), until the Company's obligation with respect to such
principal sum shall be discharged. Both the principal of and the
interest on this bond shall be payable in any coin or currency of
the United States of America which at the time of payment shall
be legal tender for the payment of public and private debts.
This bond is one of an issue of bonds of the Company, known as
its First Mortgage Bonds, issued and to be issued in one or more
series under and equally and ratably secured (except as any
sinking, amortization, improvement or other fund, established in
accordance with the provisions of the indenture hereinafter men-
tioned, may afford additional security for the bonds of any par-
ticular series) by a certain mortgage and deed of trust
(hereinafter called the Indenture), dated as of March 15, 1946,
made by the Company to Guaranty Trust Company of New York, as
Trustee (hereinafter called the Trustee), to which Indenture (and
to all indentures supplemental thereto), reference is hereby made
for a description of the property mortgaged, the nature and
extent of the security, the rights and limitations of rights of
the Company, the Trustee, and the holders of said bonds and the
coupons appurtenant to coupon bonds, under the Indenture, and the
terms and conditions upon which said bonds are secured, to all of
the provisions of which Indenture and all such supplemental in-
dentures in respect of such security, including the provisions of
the Indenture permitting the issue of bonds of any series in
respect of property which, under the restrictions and limitations
therein specified, may be subject to liens prior to the lien of
the Indenture, the holder, by accepting this bond, assents. To
the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of said
bonds and coupons (including those pertaining to any sinking or
other fund) may be changed and modified, with the consent of the
Company, by the holders of at least 75% in aggregate principal
amount of the bonds then outstanding, such percentage being
determined as provided in the Indenture; provided, however, that
without the consent of the holder hereof no such modification or
alteration shall be made which will extend the time of payment of
the principal of or the interest on this bond or reduce this
principal amount hereof or the rate of interest hereon or effect
any other modification of the terms of payment of such principal
or interest or will permit the creation of any lien ranking prior
to or on a parity with the lien of the Indenture on any of the
mortgaged property, or will deprive any non-assenting bondholder
of a lien upon the mortgaged property for the security of his
bond, or will reduce the percentage of bonds required for the
aforesaid action under the Indenture. This bond is one of a
series of bonds designated as the First Mortgage Bonds %
----
Series due of the Company.
--------------------------------------
[Here insert reference to redemption if bonds of a particular
series are so redeemable, and to sinking or other fund if such
bonds are entitled thereto.]
The principal of this bond may be declared or may become due
prior to the maturity date hereinbefore named, on the conditions,
in the manner and at the times set forth in the Indenture, upon
the happening of a default as therein defined.
This bond is transferable by the registered owner hereof in
person or by his duly authorized attorney at the office or agency
of the Company in , upon sur-
------------------------------------
render and cancellation of this bond, and thereupon a new fully
registered bond without coupons of the same series and maturity,
for a like principal amount, will be issued to the transferee in
exchange therefor, as provided in the Indenture. The Company
will pay the interest on any fully registered bond without cou-
pons only to or upon the order of the owner registered on the
Company's books at the date interest is payable on such bond,
according to the terms thereof. The Company and the Trustee and
any registrar and any paying agent may deem and treat the person
in whose name this bond is registered as the absolute owner here-
of for the purpose of receiving payment and for all other pur-
poses.
[Here insert provisions for exchangeability, if any.]
No recourse under or upon any covenant or obligation of the
Indenture, or of any bonds or coupons thereby secured, or for any
claim based thereon, or otherwise in any manner in respect there-
of, shall be had against any incorporator, subscriber to the cap-
ital stock, stockholder, officer or director, as such, of the
Company, whether former, present or future, either directly, or
indirectly through the Company or the Trustee, by the enforcement
of any subscription to capital stock, assessment or otherwise, or
by any legal or equitable proceeding by virtue of any constitu-
tion, statue or otherwise (including, without limiting the gener-
ality of the foregoing, any proceeding to enforce any claimed
liability of stockholders of the Company based upon any theory of
disregarding the corporate entity of the Company or upon any
theory that the Company was acting as the agent or instrumental-
ity of the stockholders), any and all such liability of incorpo-
rators, stockholders, subscribers, officers and directors, as
such, being released by the holder hereof, by the acceptance of
this bond, and being likewise waived and released by the terms of
the Indenture under which this bond is issued.
This bond shall not be valid or become obligatory for any pur-
pose until the certificate of authentication endorsed hereon
shall have been signed by Guaranty Trust Company of New York, or
its successor as Trustee under the Indenture.
IN WITNESS WHEREOF, SCRANTON-SPRING BROOK WATER SERVICE COM-
PANY has caused this bond to be signed in its name by its Presi-
dent or Vice-President, and its corporate seal to be affixed
hereto and attested by its Secretary or an Assistant Secretary.
Dated
------------------------------
SCRANTON-SPRING BROOK WATER SERVICE COMPANY,
By
-------------------------------
Vice-President.
Attest:
----------------------------
Assistant Secretary.
[FORM OF COUPON BOND, 2 7/8% SERIES DUE 1976]
SCRANTON-SPRING BROOK WATER SERVICE COMPANY
FIRST MORTGAGE BOND
2 7/8% SERIES DUE 1976
DUE March 15, 1976
NO. $1,000.00
------------------------
SCRANTON-SPRING BROOK WATER SERVICE COMPANY, a corporation or-
ganized and existing under the laws of the Commonwealth of
Pennsylvania (hereinafter sometimes called the Company), for
value received, promises to pay to bearer, or in case this bond
be registered, to the registered owner hereof, on March 15, 1976
(unless this bond shall have been called for previous redemption
and provision made for the payment of the redemption price there-
of), One Thousand Dollars ($1,000), at its office or agency in
the Borough of Manhattan, The City of New York, and semi-annually
on the fifteenth day of March and the fifteenth day of September
in each year, to pay interest thereon at said office or agency,
at the rate of 2 7/8% per annum from March 15, 1946 until the
Company's obligation with respect to such principal sum shall be
discharged, but, until maturity, only upon presentation and sur-
render of the annexed coupons as they become due. Both the prin-
cipal of and the interest on this bond shall be payable in any
coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public
and private debts.
This bond is one of an issue of bonds of the Company, known as
its First Mortgage Bonds, issued and to be issued in one or more
series under and equally and ratably secured (except as any
sinking, amortization, improvement or other fund, established in
accordance with the provisions of the indenture hereinafter men-
tioned, may afford additional security for the bonds of any par-
ticular series) by a certain mortgage and deed of trust
(hereinafter called the Indenture), dated as of March 15, 1946,
made by the Company to Guaranty Trust Company of New York, as
Trustee (hereinafter called the Trustee), to which Indenture,
(and to all indentures supplemental thereto) reference is hereby
made for a description of the property mortgaged, the nature and
extent of the security, the rights and limitations of rights of
the Company, the Trustee, and the holders of said bonds and the
coupons appurtenant to coupon bonds, under the Indenture, and the
terms and conditions upon which said bonds are secured, to all of
the provisions of which Indenture and of all such supplemental
indentures in respect of such security, including the provisions
of the Indenture permitting the issue of bonds of any series in
respect of property which, under the restrictions and limitations
therein specified, may be subject to liens prior to the lien of
the Indenture, the holder, by accepting this bond, assents. To
the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of said
bonds and coupons (including those pertaining to any sinking or
other fund) may be changed and modified, with the consent of the
Company, by the holders of at least 75% in aggregate principal
amount of the bonds then outstanding, such percentage being
determined as provided in the Indenture; provided, however, that
without the consent of holder hereof no such modification or
alteration shall be made which will extend the time of payment of
the principal of or the interest on this bond or reduce the prin-
cipal amount hereof or the rate of interest hereon or effect any
other modification of the terms of payment of such principal or
interest or will permit the creation of any lien ranking prior to
or on a parity with the lien of the Indenture on any of the mort-
gaged property, or will deprive any non-assenting bondholder of a
lien upon the mortgaged property for the security of his bonds or
will reduce the percentage of bonds required for the aforesaid
action under the Indenture. This bond is one of a series of
bonds designated as the First Mortgage Bonds 2 7/8% Series due
1976 of the Company.
The bonds of this series are subject to redemption, in whole
or in part, at any time and from time to time, at the option of
the Company or pursuant to certain requirements of the Indenture,
upon at least 30 days' prior notice, all on the conditions and in
the manner provided in the Indenture. If redeemed pursuant to
the operations of the Sinking Fund provided for the bonds of this
series or the provisions of Section 8.13 in Article 8 of the In-
denture, the bonds of this series are redeemable at the redemp-
tion price at the time applicable as set forth in Column A of
the following schedule, together with interest accrued to the
date fixed for redemption. If redeemed otherwise than as pro-
vided in the next preceding sentence, the bonds of this series
are redeemable at the redemption price at the time applicable as
set forth in Column B of such schedule, together with interest
accrued to the date fixed for redemption.
Redemption Price
(Percentage of
Principal Amount)
Period Column A Column B
Both dates inclusive, in each period % %
March 15, 1946 to March 14, 1947 102.5 105.5
March 15, 1947 to March 14, 1948 102.5 105.5
March 15, 1948 to March 14, 1949 102.5 105.5
March 15, 1949 to March 14, 1950 102.5 105.5
March 15, 1950 to March 14, 1951 102.375 104.625
March 15, 1951 to March 14, 1952 102.25 104.625
March 15, 1952 to March 14, 1953 102.25 104.625
March 15, 1953 to March 14, 1954 102.125 104.625
March 15, 1954 to March 14, 1955 102.125 103.75
March 15, 1955 to March 14, 1956 102 103.75
March 15, 1956 to March 14, 1957 102 103.75
March 15, 1957 to March 14, 1958 101.875 103.75
March 15, 1958 to March 14, 1959 101.75 103.75
March 15, 1959 to March 14, 1960 101.75 102.75
March 15, 1960 to March 14, 1961 101.625 102.75
March 15, 1961 to March 14, 1962 101.625 102.75
March 15, 1962 to March 14, 1963 101.5 102.75
March 15, 1963 to March 14, 1964 101.375 102.75
March 15, 1964 to March 14, 1965 101.25 101.875
March 15, 1965 to March 14, 1966 101.25 101.875
March 15, 1966 to March 14, 1967 101.125 101.875
March 15, 1967 to March 14, 1968 101 101.875
March 15, 1968 to March 14, 1969 101 101.875
March 15, 1969 to March 14, 1970 100.875 101
March 15, 1970 to March 14, 1971 100.75 101
March 15, 1971 to March 14, 1972 100.625 101
March 15, 1972 to March 14, 1973 100.5 101
March 15, 1973 to March 14, 1974 100.5 101
March 15, 1974 to March 14, 1975 100 100
March 15, 1975 to March 14, 1976 100 100
The bonds of this series are entitled to the benefit of the
Sinking Fund provided for in the Indenture and, in the manner and
to the extent provided in the Indenture, any one or more of the
bonds of this series are subject to redemption through the opera-
tion of said Sinking Fund at the redemption price applicable as
set forth in the above schedule.
If this bond shall be called for redemption, and payment of
the redemption price shall be duly provided by the Company as
specified in the Indenture, interest shall cease to accrue hereon
from and after the date of redemption fixed in the notice there-
of.
The principal of this bond may be declared or may become due
prior to the maturity date hereinbefore named, on the conditions,
in the manner and at the times set forth in the Indenture, upon
the happening of a default as therein defined.
This bond shall pass by delivery unless the same shall have
been registered as to principal in accordance with the provisions
hereof. This bond may be registered as to principal in the
owner's name on the books of the Company kept for such purpose by
the Company at its office or agency in the Borough of Manhattan,
The City of New York, such registry being noted hereon by the
Company's registrar. After such registration no transfer hereof
shall be valid unless made on such books by the registered owner
or by his attorney thereunto duly authorized and similarly noted
hereon, but his bond may be discharged from registry by being
transferred to bearer, after which it shall be transferable by
delivery, but it shall be subject to successive registrations and
transfers to bearer as before. Such registration, however, shall
not affect the negotiability of the coupons, which shall always
be payable to bearer and transferable by delivery. The Company
and the Trustee and any registrar and any paying agent may deem
and treat the bearer of this bond, if it be not registered as to
principal, and the bearer of any coupon hereunto appertaining, or
if this bond be registered as herein authorized, the person in
whose name the same is registered, as the absolute owner for the
purpose of receiving payment and for all other purposes.
The holder of this bond, at his option, may surrender the
same, alone or with other bonds of the same series and maturity,
with all unmatured coupons attached thereto, at the above men-
tioned office or agency of the Company, for cancellation and ex-
change for one or more fully registered bonds without coupons, in
denominations approved by the Company, of the same aggregate
principal amount and of the same series and maturity, which fully
registered bond or bonds without coupons may in turn be re-
exchanged for a coupon bond or bonds of the same aggregate prin-
cipal amount and of the same series and maturity, all as provided
in the Indenture. Upon each such exchange and re-exchange the
Company may require the payment of charges as in the Indenture
prescribed.
No recourse under or upon any covenant or obligation of the
indenture, or of any bonds or coupons thereby secured, or for any
claim based thereon, or otherwise in any manner in respect there-
of, shall be had against any incorporator, subscriber to the cap-
ital stock, stockholder, officer or director, as such, of the
Company, whether former, present or future, either directly, or
indirectly through the Company or the Trustee, by the enforcement
of any subscription to capital stock, assessment or otherwise, or
by any legal or equitable proceeding by virtue of any constitu-
tion, statute or otherwise (including, without limiting the gen-
erality of the foregoing, any proceeding to enforce any claimed
liability of stockholders of the Company based upon any theory of
disregarding the corporate entity of the Company or upon any
theory that the Company was acting as the agent or instrumental-
ity of the stockholders), any and all such liability of incorpo-
rators, stockholders, subscribers, officers and directors, as
such, being released by the holder thereof, by the acceptance of
this bond and likewise waived and released by the term of the
Indenture under which this bond is issued.
Neither this bond nor any of the annexed interest coupons
shall be valid or become obligatory for any purpose until the
certification of authentication endorsed hereon shall have been
signed by Guaranty Trust Company of New York or its successor as
Trustee under the Indenture.
IN WITNESS WHEREOF, SCRANTON-SPRING BROOK WATER SERVICE COM-
PANY has caused this bond to be signed in its name by its Presi-
dent or a Vice-President, and its corporate seal to be affixed
hereto and attested by its Secretary or an Assistant Secretary,
and interest coupons bearing the facsimile signature of its
Treasurer to be annexed hereto, all as of March 15, 1946.
SCRANTON-SPRING BROOK WATER SERVICE COMPANY,
By
---------------------------
Vice President.
Attest:
--------------------------------
Assistant Secretary.
[FORM OF INTEREST COUPON FOR BONDS OF THE 2 7/8% SERIES DUE 1976]
$
-------------
On the fifteenth day of , 19 (unless the bond here-
--------- --
inafter mentioned shall have been called for previous redemption
and payment of the redemption price thereof duly provided for),
Scranton-Spring Brook Water Service Company will pay to bearer,
upon surrender hereof, at its office or agency in the Borough of
Manhattan, The City of New York, ($ ) in
---------------- ----------
any coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public
and private debts, being six months' interest then due on its
First Mortgage Bond, 2 7/8% Series due 1976, No.
---------------------------------
Treasurer.
[FORM OF FULLY REGISTERED BOND WITHOUT COUPONS,
2 7/8% SERIES DUE 1976]
SCRANTON-SPRING BROOK WATER SERVICE COMPANY
FIRST MORTGAGE BOND
2 7/8% SERIES DUE 1976
DUE MARCH 15, 1976
No. $
------------------------- ------------
SCRANTON-SPRING BROOK WATER SERVICE COMPANY, a corporation or-
ganized and existing under the laws of the Commonwealth of
Pennsylvania (hereinafter sometimes called the Company), for
value received, promises to pay to ,
-----------------------------
or registered assigns, on March 15, 1976 (unless this bond shall
have been called for previous redemption and provision made for
the payment of the redemption price thereof),
-------------------
Dollars ($ ) at its office or agency in
- -------------- ------------
the Borough of Manhattan, The City of New York, and semi-annually
on the fifteenth day of March and the fifteenth day of September
in each year, to pay interest thereon at said office or agency,
at the rate of 2 7/8% per annum from the semi-annual interest
payment date next preceding the date of this bond (unless this
bond be dated on an interest payment date, in which case from the
date hereof; or unless this bond be dated prior to the first in-
terest payment date in respect thereof, in which case from the
beginning of the first interest period for bonds of this series,
and except that if this bond is delivered on a transfer or
exchange of or in substitution for another bond or bonds it shall
bear interest from the last preceding date to which interest
shall have been paid on the bond or bonds in respect of which
this bond is delivered), until the Company's obligation with re-
spect to such principal sum shall be discharged. Both the prin-
cipal of and the interest on this bond shall be payable in any
coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public
and private debts.
This bond is one of an issue of bonds of the Company, known as
its First Mortgage Bonds, issued and to be issued in one or more
series under and equally and ratably secured (except as any
sinking, amortization, improvement or other fund, established in
accordance with the provisions of the indenture hereinafter men-
tioned, may afford additional security for the bonds of any
particular series) by a certain mortgage and deed of trust (here-
inafter called the Indenture), dated as of March 15, 1946, made
by the Company to Guaranty Trust Company of New York, as Trustee
(hereinafter called the Trustee), to which Indenture (and to all
indentures supplemental thereto) reference is hereby made for a
description of the property mortgaged, the nature and extent of
the security, the rights and limitations of rights of the Com-
pany, the Trustee, and the holders of said bonds and the coupons
appurtenant to coupon bonds, under the Indenture, and the terms
and conditions upon which said bonds are secured, to all of the
provisions of which Indenture and of all supplemental indentures
in respect of such security, including the provisions of the
Indenture permitting the issue of bonds of any series in respect
of property which, under the restrictions and limitations therein
specified, may be subject to liens prior to the lien of the In-
denture, the holder, by accepting this bond, assents. To the ex-
tent permitted by and as provided in the Indenture, the rights
and obligations of the Company and of the holders of said bonds
and coupons (including those pertaining to any sinking or other
fund) may be changed and modified, with the consent of the Com-
pany, by the holders of at least 75% in aggregate principal
amount of the bonds then outstanding, such percentage being
determined as provided in the indenture; provided, however, that
-------- -------
without the consent of the holder hereof no such modification or
alteration shall be made which will extend the time of payment of
the principal of or the interest on this bond or reduce the prin-
cipal amount hereof or the rate of interest hereon or effect any
other modification of the terms of payment of such principal or
interest or will permit the creation of any lien ranking prior to
or on a parity with the lien of the Indenture on any of the mort-
gaged property, or will deprive any non-assenting bondholder of a
lien upon the mortgaged property for the security of his bonds,
or will reduce the percentage of bonds required for the afore-
said action under the Indenture. This bond is one of a series of
bonds designated as the First Mortgage Bonds, 2 7/8% Series due
1976, of the Company.
The bonds of this series are subject to redemption, in whole
or in part, at any time and from time to time, at the option of
the Company or pursuant to certain requirements of the Indenture,
upon at least 30 days' prior notice, all on the conditions and in
the manner provided in the Indenture. If redeemed pursuant to the
operation of the Sinking Fund provided for the bonds of this
series or the provisions of Section 8.13 in Article 8 of the In-
denture, the bonds of this series are redeemable at the redemp-
tion price at the time applicable as set forth in Column A of the
following schedule, together with interest accrued to the date
fixed for redemption. If redeemed otherwise than as provided in
the next preceding sentence, the bonds of this series are redeem-
able at the redemption price at the time applicable as set forth
in Column B of such schedule, together with interest accrued to
the date fixed for redemption.
Redemption Price
(Percentage of
Principal Amount)
Period Column A Column B
Both dates inclusive, in each period % %
March 15, 1946 to March 14, 1947 102.5 105.5
March 15, 1947 to March 14, 1948 102.5 105.5
March 15, 1948 to March 14, 1949 102.5 105.5
March 15, 1949 to March 14, 1950 102.5 105.5
March 15, 1950 to March 14, 1951 102.375 104.625
March 15, 1951 to March 14, 1952 102.25 104.625
March 15, 1952 to March 14, 1953 102.25 104.625
March 15, 1953 to March 14, 1954 102.125 104.625
March 15, 1954 to March 14, 1955 102.125 103.75
March 15, 1955 to March 14, 1956 102 103.75
March 15, 1956 to March 14, 1957 102 103.75
March 15, 1957 to March 14, 1958 101.875 103.75
March 15, 1958 to March 14, 1959 101.75 103.75
March 15, 1959 to March 14, 1960 101.75 102.75
March 15, 1960 to March 14, 1961 101.625 102.75
March 15, 1961 to March 14, 1962 101.625 102.75
March 15, 1962 to March 14, 1963 101.5 102.75
March 15, 1963 to March 14, 1964 101.375 102.75
March 15, 1964 to March 14, 1965 101.25 101.875
March 15, 1965 to March 14, 1966 101.25 101.875
March 15, 1966 to March 14, 1967 101.125 101.875
March 15, 1967 to March 14, 1968 101 101.875
March 15, 1968 to March 14, 1969 101 101.875
March 15, 1969 to March 14, 1970 100.875 101
March 15, 1970 to March 14, 1971 100.75 101
March 15, 1971 to March 14, 1972 100.625 101
March 15, 1972 to March 14, 1973 100.5 101
March 15, 1973 to March 14, 1974 100.5 101
March 15, 1974 to March 14, 1975 100 100
March 15, 1975 to March 14, 1976 100 100
The bonds of this series are entitled to the benefit of the
Sinking Fund provided for in the Indenture and, in the manner and
to the extent provided in the Indenture, any one or more of the
bonds of this series are subject to redemption through the opera-
tion of said Sinking Fund at the redemption price applicable as
set forth in the above schedule.
If this bond shall be called for redemption, and payment of
the redemption price shall be duly provided by the Company as
specified in the Indenture, interest shall cease to accrue hereon
from and after the date of redemption fixed in the notice there-
of.
The principal of this bond may be declared or may become due
prior to the maturity date hereinbefore named, on the conditions,
in the manner and at the times set forth in the Indenture, upon
the happening of a default as therein defined.
This bond is transferable by the registered owner hereof in
person or by his duly authorized attorney at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
upon surrender and cancellation of this bond, and thereupon a new
fully registered bond without coupons of the same series and ma-
turity, for a like principal amount, will be issued to the trans-
feree in exchange therefor, as provided in the Indenture. The
Company will pay the interest on any fully registered bond with-
out coupons only to or upon the order of the owner registered on
the Company's books at the date interest is payable on such bond,
according to the terms thereof. The Company and the Trustee and
any registrar and any paying agent may deem and treat the person
in whose name this bond is registered as the absolute owner here-
of for the purpose of receiving payment and for all other pur-
poses. This bond, alone or with other bonds of the same series
and maturity, may in like manner be exchanged at such office or
agency for one or more new fully registered bonds without coupons
of the same series and maturity, in denominations approved by the
Company, of the same aggregate principal amount, or the regis-
tered owner of this bond may at his option surrender the same for
cancellation and exchange for a coupon bond or bonds of the same
aggregate principal amount and of the same series and maturity
with coupons attached maturing on and after the next ensuing
interest date, which coupon bonds may in turn be re-exchanged for
fully registered bonds without coupons of the aggregate principal
amount and of the same series and maturity, all as provided in
the Indenture. Upon each such transfer, exchange and re-exchange
the Company may require the payment of charges as in the Inden-
ture prescribed.
No recourse under or upon any covenant or obligation of the
Indenture, or of any bonds or coupons thereby secured, or for an
claim based thereon, or otherwise in any manner in respect there-
of, shall be had against any incorporator, subscriber to the cap-
ital stock, stockholder, officer or director, as such, of the
Company, whether former, present or future, either directly or
indirect1y through the Compamy or the Trustee, by the enforcement
of any subscription to capital stock, assessment or otherwise, or
by any legal or equitable proceeding by virtue of any constitu-
tion, statute or otherwise (including, without limiting the gen-
erality of the foregoing, any proceeding to enforce any claimed
liability of stockholders of the Company based upon any theory of
disregarding the corporate entity of the Company or upon any
theory that the Company was acting as the agent or instumentality
of the stockholdders), any and all such liability of incorpora-
tors, stockholders, subscribers, officers and directors, as such
being released by the holder hereof, by the acceptance of this
bond, and being likewise waived and released by the terms of the
Indenture under which this bond is issued.
This bond shall not be valid or become obligatory for any pur-
pose until the certificate of authentication endorsed hereon
shall have been assigned by Guaranty Trust Company of New York,
or its successor as Trustee under the Indenture.
IN WITNESS WHEREOF, SCRANTON-SPRING BROOK WATER SERVICE COM-
PANY has caused this bond to be signed in its name by its Presi-
dent or a Vice-President, and its corporate seal to be affixed
hereto and attested by its Secretary or an Assistant Secretary.
Dated
SCRANTON-SPRING BROOK WATER SERVICE COMPANY,
By
--------------------------
Vice-President.
Attest:
-----------------------------
Assistant Secretary.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This bond is one of the bonds, of the series designated there-
in, described in the within-mentioned Indenture.
GUARANTY TRUST COMPANY OF NEW YORK,
As Trustee,
By
-----------------------------------
Authorized Officer.
AND WHEREAS all the requirements of law and of the charter or
letters patent and by-laws of the Company, including all requi-
site action on the part of its stockholders, directors and
officers, relating to the execution of the Indenture have been
complied with and observed; and all things necessary to make said
bonds, when duly executed by the Company and authenticated by the
Trustee, and duly issued, the valid, binding and legal obliga-
tions of the Company, and to make this Indenture a valid and
binding mortgage and deed of trust or the security of all bonds
from time to time issued hereunder, in accordance with its terms,
have happened, been done, and been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That Scranton-
Spring Brook Water Service Company, the Company herein named, in
consideration of the premises and of mutual covenants herein con-
tained and of the purchase and acceptance by the holders thereof
of the bonds at any time issued hereunder, and of One Dollar ($1)
to it duly paid by the Trustee at or before the ensealing and de-
livery of these presents, the receipt whereof is hereby acknowl-
edged, and in order to secure the payment of the principal of and
interest on all bonds from time to time outstanding hereunder,
according to the terms of said bonds and of the coupons attached
thereto, and to secure the performance and observance of all the
covenants and conditions therein and herein contained, and to
declare the terms and conditions upon and subject to which said
bonds are and are to be issued and secured, hath granted, bar-
gained, sold, warranted, aliened, remised, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and con-
firmed, and by these presents doth grant, bargain, sell, warrant,
alien, remise, release, convey, assign, transfer, mortgage,
pledge, set over and confirm unto GUARANTY TRUST COMPANY OF NEW
YORK, as Trustee, and its successor or successors in the trust
and its or their assigns forever, the following property -- that
is to say:
All property, real, personal and mixed, tangible and intangi-
ble, of the Company whether now owned or hereafter acquired by it
(except such property as is hereinafter expressly excepted from
the lien and the operation of this Indenture).
All real estate and interests in or relating to real estate,
plants, properties and equipment, and all pumping and transmis-
sion systems and facilities, together with all franchises,
grants, easements, permits, privileges, appurtenances, tenements
and other rights and property thereunto belonging or apper-
taining, whether now owned by the Company or hereafter acquired
by it and used in its business of impounding, storing, trans-
porting and selling water, or in its business of manufacturing,
storing transporting and selling gas, at wholesale or retail, for
domestic, commercial, industrial and municipal use and consump-
tion.
Also all buildings, improvements, standpipes, towers, reser-
voirs, wells, springs, flumes, sluices, canals, basins, cribs,
mains, conduits, hydrants, valves, pipes, pipe lines, service
pipes, tanks, shops, structures, purification systems, pumping
stations, pumps, meters, fixtures, machinery and equipment, used
or useful for the impounding, procuring, transmission or distri-
bution of water; all generators, conveyors, purifiers, holders,
power plants, fixtures, engines, boilers, pumps, meters, trans-
mission and distribution mains, machinery and equipment used or
useful for the manufacture, transmission, or distribution of gas;
and all and every character of apparatus whatsoever used or use-
ful for procuring, manufacturing, transmitting or distributing
water or gas; whether the same or any thereof are now owned by
the Company or hereafter acquired by it.
Also all real estate and interests in real estate acquired by
sale or by merger of subsidiary or constituent companies, now
owned or as may be subsequently acquired by the Company.
Also all right, title and interest conveyed by The Winton
Water Company in two lease agreements executed by The Winton
Water Company as lessor and Olyphant Water Company, a predecessor
of the Company, as lessee, dated November 16, 1889 and March 16,
1893.
The property covered by the lien of this Indenture shall in-
clude particularly, among other property, without prejudice to
the generality of the language hereinbefore or hereinafter con-
tained, the following described property (except such property as
is hereinafter expressly excepted from the lien and operation of
this Indenture):
I.
The following pieces or parcels of land, situate in the
Counties of Lackawanna, Susquehanna and Wayne, in the Common-
wealth of Pennsylvania, to-wit:
1. Sixty-six tracts of land, including rights of way, in
various portions of Lackawanna County, purchased from Providence
Gas and Water Company, by deed dated May 1,1900 and recorded in
Lackawanna County in Deed Book 185, page 397. Containing eight
hundred twenty-eight and two hundred seven thousandths acres
(828-207/1000).
2. Twenty tracts of land, including rights of way, in various
portions of Lackawanna County purchased from Meadow Brook Water
Company by deed dated May 2, 1900 and recorded in Lackawanna
County in Deed Book 362, page 280, and from Lackawanna Iron and
Coal Company by deed dated October 1, 1877, and recorded in
Luzerne County in Deed Book 207, page 362. Containing four
thousand seven hundred sixty-nine and seven hundred thirty four
thousandths acres (4,769-734/1000).
3. Tract of land in the City of Scranton, purchased from the
Lackawanna Iron and Coal Company by deed dated June 27, 1863, and
recorded in Luzerne County, in Deed Book 90, page 366. Con-
taining six hundredths (6/100) acres.
4. Tract of land in the Borough of Elmhurst, purchased from
the Union Tanning Company by deed dated September 1, 1896, and
recorded in Lackawanna County in Deed Book 140, page 226. Con-
taining two and three hundred seventy eight thousandths
(2-378/1000) acres.
5. Tract of land in Jefferson Township, purchased from the
Pennsylvania Coal Company by deed dated February 21, 1887, and
recorded in Lackawanna County in Deed Book 96, page 301. Con-
taining seven and two hundred eighty-five thousandths
(7-285/1000) acres.
6. Tract of land in Madison Township, purchased from the Erie
and Wyoming Valley Railroad Company by deed dated December 24,
1887, and recorded in Lackawanna County, in Deed Book 96, page
304. Containing one and seven hundredths (1-7/100) acres.
7. Tract of land in the Borough of Dunmore, purchased from
the Pennsylvania Coal Company by deed dated March 11, 1892, and
recorded in Lackawanna County in Deed Book 88, page 8. Con-
taining three (3) acres.
8. Tract of land in Roaring Brook and Madison Townships and
the Boroughs of Elmhurst and Moscow, purchased from
William W. Scranton and wife, by deed dated Jan. 2, 1893, and
recorded in Lackawanna County in Deed Book 104, page 65, as
modified by deed between Scranton Gas and Water Company and
Jerome Yeager and wife, dated May 31, 1901, and recorded in
Lackawanna County in Deed Book 192, page 297. Containing seven
hundred seventeen (717) acres.
9. Tract of land in Madison Township, purchased from
William W. Scranton and wife, by deed dated Jan. 2, 1893, and
recorded in Lackawanna County in Deed Book 104, page 65. Con-
taining thirty (30) acres.
10. Tract of land in Madison and Jefferson Townships, pur-
chased from William W. Scranton and wife, by deed dated Jan. 2,
1893, and recorded in Lackawanna County in Deed Book 104, page
65. Containing forty and three tenths (40-3/10) acres.
11. Tract of land in Madison Township, purchased from
Augustus Van Cleef and wife, by deed dated Feb. 12, 1894, and
recorded in Lackawanna County in Deed Book 110, page 278. Con-
taining thirty one and sixty-four hundredths (31-64/100) acres.
12. Tract of land in Roaring Brook Township, purchased from
John M. Burke and wife, by deed dated Jan. 10, 1895, and recorded
in Lackawanna County in Deed Book 135, page 234. Containing
twenty-five and twenty-seven hundredths (25-27/100) acres.
13. Tract of land in Borough of Moscow and Covington Town-
ship, purchased from Thomas B. Howe and wife by deed dated
March 30, 1895, and recorded in Lackawanna County in Deed Book
135, page 227. Containing twenty and one tenth (20-1/10) acres.
14. Tract of land in Covington and Madison Townships, pur-
chased from Thomas B. Howe and wife, by deed dated March 30,
1895, and recorded in Lackawanna County in Deed Book 135, page
227. Containing sixty-one and eighty-two hundredths (61-82/100)
acres.
15. Tract of land in Madison Township, purchased from
Thomas B. Howe and wife, by deed dated March 30, 1895, and
recorded in Lackawanna County in Deed Book 135, page 227. Con-
taining thirty-three and four-hundredths (33-4/100) acres.
16. Tract of land in Madison Township, purchased from
Thomas B. Howe and wife, by deed dated April 3, 1895, and
recorded in Lackawanna County in Deed Book 135, page 230. Con-
taining five (5) acres.
17. Tract of land in Madison and Covington Townships, pur-
chased from Thomas B. Howe and wife, by deed dated April 3, 1895,
and recorded in Lackawanna County in Deed Book 135, page 230.
Containing one hundred thirty seven and six tenths (137-6/10)
acres.
18. Tract of land in Borough of Moscow, purchased from
Emily Ann Travis et al, by deed dated May 17, 1895, and recorded
in Lackawanna County in Deed Book 125, page 448. Containing one
(1) acre.
19. Tract of land in the Borough of Moscow and Madison Town-
ship, purchased from Thomas B. Howe and wife, by deed dated
May 20, 1895, and recorded in Lackawanna County in Deed Book 135,
page 232. Containing thirteen and thirty-three hundredths
(13-33/100) acres.
20. Tract of land in the City of Scranton, purchased from
Delaware, Lackawanna and Western Railroad Company by deed dated
June 25, 1895, and recorded in Lackawanna County in Deed Book
129, page 55. Containing one hundred thirty-seven thousandths
(137/1000) acres.
21. Tract of land in the City of Scranton, purchased from
Delaware, Lackawanna and Western Railroad Company by deed dated
April 13, 1903, and recorded in Lackawanna County in Deed Book
201, page 126. Containing eighty-eight hundredths (88/100)
acres.
22. Tract of land in Township of Madison, purchased from
Charles W. Curtis and wife, by deed dated July 17, 1895, and
recorded in Lackawanna County in Deed Book 130, page 105. Con-
taining twenty-seven hundredths (27/100) acres.
23. Tract of land in Township of Covington, purchased from
Dale Brothers and Company, Limited, by deed dated February 29,
1896, and recorded in Lackawanna County Deed Book 135, page 225.
Containing seven and five hundredths (7-5/100) acres.
24. Tract of land in Township of Covington, purchased from
Dale Brothers and Company, Limited, by deed dated May 2, 1907,
and recorded in Lackawanna County in Deed Book 228, page 100.
Containing ninety-three and eighty-five hundredths (93-85/100)
acres.
25. Three tracts of land in Borough of Elmhurst, purchased
from Union Tanning Company, by deed dated September lst, 1896,
and recorded in Lackawanna County in Deed Book 140, page 221.
Containing twenty-one and forty-eight hundredths (21-48/100)
acres.
26. Five tracts of land in Borough of Dunmore, purchased from
Pennsylvania Coal Company, by deed dated May 6, 1897, and
recorded in Lackawanna County in Deed Book 142, page 404. Con-
taining seventy-eight and eighty-three hundredths (78-83/100)
acres.
27. Tract of land in Borough of Dunmore and Roaring Brook
Township, purchased from Pennsylvania Coal Company, by deed dated
May 6, 1897, and recorded in Lackawanna County in Deed Book 142,
page 404. Containing twenty-three hundredths (23/100) acres.
28. Tract of land in Borough of Dunmore, purchased from Erie
and Wyoming Valley Railroad Company, by deed dated May 6, 1897,
and recorded in Lackawanna County Deed Book 142, page 416. Con-
taining twenty-six and sixty-one hundredths (26-61/100) acres.
29. Tract of land partly in Township of Covington, Lackawanna
County, and partly in Township of Sterling, Wayne County, pur-
chased from Tobyhanna and Lehigh Lumber Company, Limited, by deed
dated September 1, 1897, and recorded in Lackawanna County in
Deed Book 156, page 293. Containing one thousand seven hundred
thirty-nine and twenty-five hundredths (1,739-25/100) acres.
(See No. W4 herein.)
30. Tract of land partly in Township of Clifton, Lackawanna
County, and partly in Township of Lehigh, Wayne County, purchased
from Tobyhanna and Lehigh Lumber Company, Limited, by deed dated
September 1, 1897, and recorded in Lackawanna County in Deed Book
156, page 293. Containing one hundred twenty eight and seventy
eight hundredths (128-78/100) acres. (See No. W8 herein.)
31. Two tracts of land partly in Township of Clifton, Lacka-
wanna County and partly in Township of Lehigh, Wayne County, pur-
chased from Tobyhanna and Lehigh Lumber Company, Limited, by
deed dated September 1, 1897, and recorded in Lackawanna County
in Deed Book 156, page 293. Containing thirty five and eighteen
hundredths (35-18/100) acres. (See No. W5 herein.)
32. Tract of land in Township of Roaring Brook, purchased
from Lackawanna Iron and Coal Company, by deed dated November 15,
1897, and recorded in Lackawanna County in Deed Book 157, page
480. Containing eleven and four tenths (11-4/10) acres.
33. Tract of land in Township of Covington, purchased from
Luther C. Bortree, by deed dated January 6, 1898, and recorded in
Lackawanna County in Deed Book 159, page 33. Containing twenty-
one and six hundred forty-five thousandths (21-645/1000) acres.
34. Two tracks of land in Township of Roaring Brook, pur-
chased from Frances F. Conn et al, by deed dated December 2,
1898, and recorded in Lackawanna County in Deed Book 169, page
68. Containing one hundred ninety and two tenths (190-2/10)
acres.
35. Three tracts of land in Borough of Elmhurst, purchased
from T. E. Carr et al, by deed dated January 31, 1899, and
recorded in Lackawanna County in Deed Book 169, page 391. Con-
taining fifty-nine and sixty-eight hundredths (59-68/100) acres.
36. Tract of land in Township of Covington, purchased from
Philena Wall, by deed dated March 17, 1899, and recorded in
Lackawanna County in Deed Book 170, page 371. Containing twenty
(20) acres.
37. Tract of land in Borough of Dunmore, purchased from
John Maloney and Sarah Maloney, by deed dated April 18, 1899, and
recorded in Lackawanna County in Deed Book 172, page 139. Con-
taining fifty-six and twelve hundredths (56-12/100) acres.
38. Two tracts of land in Township of Roaring Brook, both
purchased for Okell Rod and Gun Club and W. W. Scranton and wife,
by deeds respectively dated July 31, 1900, and September 20,
1900, and respectively recorded in Lackawanna County in Deed Book
186, page 137, and Deed Book 185, page 480. Containing forty-
five (45) acres.
39. Tract of land in Township of Scott, purchased from
Catherine Tripp et al, and Harry Grant Tripp, by deeds dated
January 12, 1901, and January 10, 1901 respectively, and
respectively recorded in Lackawanna County in Deed Book 194, page
265, and in Deed Book 194, page 264. Containing thirty-three and
forty-two hundredths (33-42/100) acres.
40. Two tracts of land in Township of Roaring Brook, pur-
chased from Rosetta Fraiser et al, and Tracy O. Frasier and wife,
by deeds dated respectively July 18, 1902 and November 11, 1916,
and respectively recorded in Lackawanna County in Deed Book 196,
page 456, and Deed Book 279, page 369. Containing one hundred
thirty-one and nine tenths (131-9/100) acres.
41. Tract of land in Township of Madison, purchased from
De Witt Bidwell and wife, by deed dated December 17, 1903, and
recorded in Lackawanna County in Deed Book 203, page 468. Con-
taining twenty (20) acres.
42. Tract of land in Boroughs of Dunmore and Throop, pur-
chased from John Stanton and wife, by deed dated January 11,
1904, and recorded in Lackawanna County in Deed Book 204, page
75. Containing four hundred thirty-four (434) acres.
43. Tract of land in Township of Jefferson, purchased from
Rose Kelly, Guardian etc., by deed dated December 4, 1905, and
recorded in Lackawanna County in Deed Book 213, page 463. Con-
taining twenty-four and two tenths (24-2/10) acres.
44. Tract of land in Township of Madison, purchased from
Malachi D. Kelly and wife, by deed dated December 4, 1905, and
recorded in Lackawanna County in Deed Book 213, page 464. Con-
taining seventy-five and eight tenths (75-8/10) acres.
45. Tract of land in Township of Covington, purchased from
Henry H. Harris and wife, by deed dated April 21, 1906, and
recorded in Lackawanna County in Deed Book 216, page 255. Con-
taining fifty-seven and eighty-seven hundredths (57-87/100)
acres.
46. Tract of land in Borough of Moscow, purchased from
Frank E. Ehrgood et al, by deed dated October 13, 1906, and
recorded in Lackawanna County in Deed Book 220, page 592. Con-
taining two and five tenths (2-5/10) acres.
47. Two tracts of land in Township of Covington, purchased
from Thomas B. Howe, and wife, by deed dated December 3, 1906,
and recorded in Lackawanna County in Deed Book 222, page 206.
Containing eighty-four and eight hundred thirty-five thousandths
(84-835/1000) acres.
48. Tract of land in Township of Covington, purchased from
Thomas B. Howe, et al, and G. M. Hallstead and wife, by deed
dated December 5, 1906, and recorded in Lackawanna County in Deed
Book 221, page 378. Containing fourteen and eighty-nine
hundredths (14-89/100) acres.
49. Tract of land in Township of Covington, purchased from
Thomas B. Howe and wife, and P. F. Conner, Treasurer of Lacka-
wanna County, by deeds respectively dated December 12, 1906 and
December 21, 1909, and respectively recorded in Lackawanna County
in Deed Book 222, page 207 and Deed Book 268, page 47. Con-
taining twenty-five (25) acres.
50. Two tracts of land in Township of Roaring Brook, pur-
chased from Eliphalet Simonson and wife, by deed dated
December 18, 1906, and recorded in Lackawanna County in Deed Book
222, page 222. Containing one hundred seventy-seven and twenty-
five hundredths (177-25/100) acres.
51. Tract of land in Township of Covington, purchased from
Thomas B. Howe and wife, by deed dated December 20, 1906, and
recorded in Lackawanna County in Deed Book 231, page 319. Con-
taining ten and twenty-two hundredths (10-22/100) acres.
52. Tract of land in Township of Covington purchased from
William Cummings, et al, by deed dated December 31, 1906, and
recorded in Lackawanna County in Deed Book 221, page 425. Con-
taining one hundred and eighty-one hundredths (100-81/100) acres.
53. Two tracts of land in Township of Covington, purchased
from Richard J. Tanfield and wife, by deed dated December 31,
1906, and recorded in Lackawanna County in Deed Book 221, page
426. Containing twelve and ninety-seven hundredths (12-97/100)
acres.
54. Tract of land in Township of Covington, purchased from
Mary M. Dickerson et al, by deed dated January 5, 1907, and
recorded in Lackawanna County in Deed Book 219, page 563. Con-
taining six (6) acres.
55. Tract of land in Township of Covington, purchased from
Thomas B. Howe and wife, by deed dated January 8, 1907, and
recorded in Lackawanna County in Deed Book 231, page 323. Con-
taining thirty-seven (37) acres.
56. Tract of land in Borough of Moscow, purchased from
Alonzo E. Hinds and wife, by deed dated May 11, 1907, and
recorded in Lackawanna County in Deed Book 228, page 101. Con-
taining twenty-four hundredths (24/100) acres.
57. Three tracts of land in Borough of Dunmore, purchased
from William M. Nixon and wife, by deed dated June 28, 1907, and
recorded in Lackawanna County in Deed Book 227, page 380. Con-
taining sixty-six hundredths (66/100) acres.
58. Tract of land in Borough of Dunmore, purchased from
Margaret P. Lawrence et al and Theodore G. Wolf et al, by deeds
respectively dated June 28, 1907 and September 17, 1907, and
respectively recorded in Lackawanna County in Deed Book 227, page
379, and Deed Book 223, page 154. Containing nine (9) acres.
59. Tract of land in Township of Lackawanna, purchased from
Lackawanna Iron and Coal Company, by deed dated September 4, 1907
and recorded in Lackawanna County in Deed Book 230, page 85.
Containing four hundred fourteen and seventy-five hundredths
(414-75/100) acres.
60. Tract of land in Borough of Moscow, purchased from
John Milton Mott and wife, by deed dated October 14, 1907 and
recorded in Lackawanna County in Deed Book 230, page 165. Con-
taining fifteen hundredths (15/100) acres.
61. Tract of land in Township of Covington, purchased from
Lackawanna Iron and Coal Company, by deed dated October 24, 1907
and recorded in Lackawanna County in Deed Book 223, page 266.
Containing two (2) acres.
62. Tract of land in Borough of Moscow, purchased from
Augustus Henry George and wife, by deed dated February 11, 1908,
and recorded in Lackawanna County in Deed Book 232, page 230.
Containing three tenths (3/10) acres.
63. Tract of land in Borough of Dunmore, purchased from
Pennsylvania Coal Company, by deed dated November 9, 1908, and
recorded in Lackawanna County in Deed Book 229, page 231. Con-
taining eighty-nine and sixty-five hundredths (89-65/100) acres.
64. Six tracts of land in Township of Covington, purchased
from Ebenezer Williams et al, Trustees, by deed dated
December 12, 1908, and recorded in Lackawanna County in Deed Book
234, page 500. Containing one hundred three and nine-tenths
(103-9/10) acres.
65. Two tracts of land in Township of Madison, purchased from
Asher Dennis et al, by deed dated March 11, 1909 and recorded in
Lackawanna County in Deed Book 234, page 591. Containing two and
five tenths (2-5/10) acres.
66. Tract of land in Township of Covington, purchased from
Morris Harney and wife, by deed dated March 18, 1909, and
recorded in Lackawanna County in Deed Book 235, page 365. Con-
taining forty-six (46) acres.
67. Three tracts of land in Township of Covington, purchased
from Wm. R. Sayer and wife, by deed dated March 20, 1909, and
recorded in Lackawanna County in Deed Book 229, page 518. Con-
taining fifty-three and seventy-three hundredths (53-73/100)
acres.
68. Tract of land in Township of Covington, purchased from
Albert N. Sayer and wife, by deed dated March 20, 1909, and
recorded in Lackawanna County in Deed Book 234, page 600. Con-
taining twenty-six (26) acres.
69. Two tracts of land in Township of Covington, purchased
from Walter A. Frey and wife, by deed dated March 23, 1909, and
recorded in Lackawanna County in Deed Book 234, page 597. Con-
taining ninety-four and sixty-two thousands (94-62/1000) acres.
70. Tract of land in Township of Covington, purchased from
James M. Biesecker and wife, by deed dated March 23, 1909, and
recorded in Lackawanna County in Deed Book 234, page 597. Con-
taining thirty and six-tenths (30-6/10) acres.
71. Tract of land in Township of Covington, purchased from
Norman R. English and wife, and Albert N. Sawyer and wife, by
deeds respectively dated March 23, 1909 and March 20, 1909 and
respectively recorded in Lackawanna County in Deed Book 234, page
599, and in Deed Book 234, page 600. Containing fifty (50)
acres.
72. Two tracts of land in Township of Covington, purchased
from William Basley and wife, by deed dated March 23, 1909, and
recorded in Lackawanna County in Deed Book 234, page 601. Con-
taining twenty-eight (28) acres.
73. Tract of land in Township of Covington, purchased from
Nathan Hineline and wife, by deed dated March 25, 1909, and
recorded in Lackawanna County in Deed Book 235, page 458. Con-
taining one (1) acre.
74. Tract of land in Township of Covington, purchased from
H. C. Leader and wife, by deed dated March 29, 1909, and recorded
in Lackawanna County in Deed Book 237, page 18. Containing
fifty-one (51) acres.
75. Tract of land in Township of Covington, purchased from
Samuel F. Schreck and wife, by deed dated March 31, 1909, and
recorded in Lackawanna County in Deed Book 237, page 24. Con-
taining fifty (50) acres.
76. Tract of land in Township of Covington, purchased from
Frank Parry and wife, by deed dated December 11, 1906, and
recorded in Lackawanna County in Deed Book 221, page 377. Con-
taining twenty (20) acres.
77. Tract of land in Township of Covington, purchased from
Frank Parry and wife, by deed dated April 3, 1909, and recorded
in Lackawanna County in Deed Book 229, page 575. Containing
twenty-nine and sixty-two hundredths (29-62/100) acres.
78. Tract of land in Township of Covington, purchased from
James Morris et al, by deed dated April 5, 1909, and recorded in
Lackawanna County in Deed Book 237, page 51. Containing forty-
four and six tenths (44-6/10) acres.
79. Tract of land in Township of Covington, purchased from
Wilson H. Frey et al, and George W. Bissecker and wife, by deed
dated April 5, 1909, and recorded in Lackawanna County in Deed
Book 235, page 426. Containing forty-eight and ninety-one
hundredths (48-91/100) acres.
80. Two tracts of land in Township of Covington purchased
from Lambert W. Frey and wife, by deed dated April 5, 1909, and
recorded in Lackawanna County in Deed Book 235, page 427. Con-
taining ninety-nine and forty-four hundredths (99-44/100) acres.
81. Tract of land in Township of Madison, purchased from
Lambert W. Frey and wife, by deed dated April 5, 1909 and
recorded in Lackawanna County in Deed Book 235, page 427. Con-
taining sixty-eight (68) acres.
82. Four tracts of land in Township of Madison, purchased
from William K. Beck and wife, by deed dated May 13, 1909, and
recorded in Lackawanna County in Deed Book 235, page 572. Con-
taining three hundred thirteen and five tenths (313-5/10) acres.
83. Tract of land in Township of Covington, purchased from
William K. Beck and wife, by deed dated May 13, 1909, and
recorded in Lackawanna County in Deed Book 235, page 572. Con-
taining ninety-three (93) acres.
84. Tract of land in City of Scranton, purchased from Lacka-
wanna Iron and Steel Company, by deed dated August 5, 1909, and
recorded in Lackawanna County in Deed Book 238, page 311. Con-
taining three (3) acres.
85. Tract of land in Township of Roaring Brook, purchased
from Nash E. Gardner and wife, and Levi Snyder and wife, by deeds
both dated November 30, 1909, and respectively recorded in
Lackawanna County in Deed Book 250, page 3 and Deed Book 250,
page 2. Containing seventy-one (71) acres.
86. Tract of land in Townships of Roaring Brook and Lacka-
wanna, purchased from Thomas G. Moore et al, by deeds dated
February 16, 1909 and recorded in Lackawanna County in Deed Book
248, page 244. Containing three hundred eighty-three and eighty-
three hundredths (383-83/100) acres.
87. Tract of land in Borough of Dunmore purchased from
Mary B. Healy, by deed dated February 14,1910, and recorded in
Lackawanna County in Deed Book 249, page 215. Containing two and
one tenth (2-1/10) acres.
88. Two tracts of land in Borough of Dunmore, purchased from
Frank Turner and wife, by deed dated May 6, 1910, and recorded in
Lackawanna County in Deed Book 253, page 77. Containing one
hundred ninety-eight thousandths (198/1000) acres.
89. Tract of land in Borough of Dunmore, purchased from
George Watts and wife, by deed dated May 13, 1910, and recorded
in Lackawanna County in Deed Book 253, page 91. Containing five
hundred twelve thousandths (512/1000) acres.
90. Tract of land in Township of Roaring Brook, purchased
from Geo. W. Miller et al, by deed dated June 28, 1910 and
recorded in Lackawanna County in Deed Book 251, page 111. Con-
taining one hundred fifty and seven tenths (150-7/10) acres.
91. Two tracts of land in Borough of Elmhurst, purchased from
Hugo Burmeister et al, by deed dated August 2, 1910, and recorded
in Lackawanna County in Deed Book 244, page 347. Containing
seven (7) acres.
92. Tract of land in City of Scranton, purchased from
John Dietrich and wife, by deed dated August 8, 1910, and
recorded in Lackawanna County in Deed Book 245, page 212. Con-
taining twenty-four thousandths (24/1000) acres.
93. Tract of land in City of Scranton, purchased from Dela-
ware, Lackawanna and Western Railroad Company, by deed dated
August 26, 1910, and recorded in Lackawanna County in Deed Book
245, page 346. Containing one hundred eighty-six thousandths
(186/1000) acres.
94. Tract of land in City of Scranton, purchased from
Alfred Hand, Surviving Executor, etc., by deed dated March 2,
1911, and recorded in Lackawanna County in Deed Book 243, page
274. Containing twenty-five and five tenths (25-5/10) acres.
95. Tract of land in Township of South Abington, purchased
from Jesse P. Brown and wife, by deed dated December 30, 1902,
and recorded in Lackawanna County in Deed Book 199, page 421.
Containing two hundred fifty-seven thousandths (257/1000) acres.
96. Tract of land in Borough of Dunmore purchased from Dela-
ware and Hudson Company, by deed dated May 18, 1914, and recorded
in Lackawanna County in Deed Book 263, page 540. Containing
thirty-nine thousandths (29/1000) acres.
97. Tract of land in Township of Madison, purchased from
Sarah Ann Reynolds and husband, by deed dated November 9, 1914,
and recorded in Lackawanna County in Deed Book 271, page 284.
Containing two tenths (2/10) acres.
98. Tract of land in Township of Madison, purchased from
Wm. H. Reynolds et al, by deed dated November 5, 1914, and
recorded in Lackawanna County in Deed Book 271, page 283. Con-
taining eighty-six hundredths (86/100) acres.
99. Tract of land in Boroughs of Dunmore and Throop, pur-
chased from F. G. Smith and wife, by deed dated June 12, 1917,
and recorded in Lackawanna County in Deed Book 295, page 232.
Containing three hundred seventy-nine (379) acres.
100. Tract of land in Township of Roaring Brook, purchased
from Ida Elizabeth Simonson, by deed dated October 25, 1917, and
recorded in Lackawanna County in Deed Book 282, page 161. Con-
taining twenty-five and four thousandths (25-4/1000) acres.
101. Tract of land in Township of Roaring Brook, purchased
from Ida Elizabeth Simonson and Harrison Finch, by deeds both
dated October 25, 1917, and respectively recorded in Lackawanna
County in Deed Book 282, page 161, and in Deed Book 280, page
345. Containing one and sixty-eight hundredths (1-68/100) acres.
102. Tract of land partly in Township of Madison, Lackawanna
County and partly in Township of Sterling, Wayne County, pur-
chased from L. W. Frey and wife, by deed dated November 5, 1918,
and recorded in Lackawanna County in Deed Book 282, page 519.
Containing ninety-seven and ninety-six hundredths (97-96/100)
acres. (See No. W6 herein.)
103. Tract of land in Township of Covington, purchased from
Samuel Utt and wife, by deed dated January 28, 1920, and recorded
in Lackawanna County in Deed Book 299, page 249. Containing one
hundred sixteen and fourteen thousandths (116-14/1000) acres.
104. Two tracts of land, both situated partly in Township of
Covington, Lackawanna County, and partly in Township of Sterling,
Wayne County, purchased from Benjamin V. Shafer and wife by
duplicate deeds both dated June 7, 1920, and recorded in Lacka-
wanna County in Deed Book 300, page 287, and in Wayne County
in Deed Book 114, page 131. Containing eighty-two and seven
tenths (82-7/10) acres. (See No. W7 herein.)
105. Tract of land in Township of Roaring Brook, purchased
from Clarence B. Hoagland and wife, by deed dated March 5th,
1920, and recorded in Lackawanna County in Deed Book 301, page
319. Containing twelve (12) acres.
106. Tract of land in Township of Covington, purchased from
Edwin W. Baker and wife and from Henry C. Leader, by deeds both
dated November 30, 1920 and both recorded in Lackawanna County in
Deed Book 300, page 597. Containing three and nine tenths
(3-9/10) acres.
107. Tract of land in Township of Madison, purchased from
Axel Oellgaard and wife, by deed dated April 25, 1921, and
recorded in Lackawanna County in Deed Book 306, page 170. Con-
taining eighty-five (85) acres.
108. Tract of land in Township of Roaring Brook, purchased
from Phebe Delilah Simonson Brown and husband, by deed dated
May 3, 1922, and recorded in Lackawanna County in Deed Book 318,
page 336. Containing eight and six tenths (8-6/10) acres.
109. Tract of land in Borough of Moscow, purchased from
Charles H. Miller, by deed dated April 24, 1922, and recorded in
Lackawanna County in Deed Book 318, page 361. Containing one and
one hundred twenty-five thousandths (1-125/100) acres.
110. Two tracts of land in Township of Roaring Brook, pur-
chased from George W. Miller et al, by deed dated May 19, 1922,
and recorded in Lackawanna County in Deed Book 323, page 104.
Containing three hundred forty-four (344) acres.
111. Three tracts of land in City of Scranton, purchased from
Max F. Henkelman and wife, by deed dated January 25, 1921, and
recorded in Lackawanna County in Deed Book 323, page 471. Con-
taining ninety-four hundredths (94/100) acres.
112. Tract of land in Township of Scott, purchased from
William E. Covey and wife, by deed dated July 24, 1923, and
recorded in Lackawanna County in Deed Book 334, page 479. Con-
taining five (5) acres.
113. Three tracts of land in Township of Jefferson, purchased
from Eugene Schimpff and wife, by deed dated July 30, 1923, and
recorded in Lackawanna County in Deed Book 335, page 322. Con-
taining ninety-three and nine tenths (93-9/10) acres.
114. Two tracts of land in Township of Roaring Brook, pur-
chased from William J. Cobb and wife, by deed dated April 15,
1924, and recorded in Lackawanna County in Deed Book 341, page
375. Containing one hundred eighty (180) acres.
115. Tract of land in Township of South Abington, purchased
from Clarance E. Thomas and wife, by deed dated August 26, 1924,
and recorded in Lackawanna County in Deed Book 347, page 119.
Containing thirty-one (31) acres.
116. Tract of land in Township of South Abington, purchased
from Fred W. Hignett and wife, by deed dated August 27, 1924, and
recorded in Lackawanna County in Deed Book 346, page 387. Con-
taining six and seventy-four hundredths (6-74/100) acres.
117. Tract of land in Township of Roaring Brook, purchased
from Martin T. Devaney et al and Northern Central Trust Company,
guardian etc., by deeds dated respectively June 10, 1924 and
August 8, 1924, and respectively recorded in Lackawanna County in
Deed Book 348, page 218, and in Deed Book 348, page 221. Con-
taining eleven and five tenths (11-5/10) acres.
118. Four tracts of land in Boroughs of Dunmore and Elmhurst
and Township of Roaring Brook, purchased from Delaware, Lacka-
wanna and Western Railroad Company, by deed dated April 1, 1925,
and recorded in Lackawanna County in Deed Book 352, page 111.
Containing five hundred ninety-three thousandths (593/1000)
acres.
119. Six tracts of land in Township of Covington, purchased
from Delaware, Lackawanna and Western Railroad Company, by deed
dated April 1, 1925, and recorded in Lackawanna County in Deed
Book 352, page 111. Containing one hundred thirty and eight
hundred thirty thousandths (130-830/1000) acres.
120. Tract of land in City of Scranton, purchased from
Henry M. Williams and wife, by deed dated June 4, 1924, and
recorded in Lackawanna County in Deed Book 339, page 552. Con-
taining fifty six hundredths (56/100) acres.
121. Tract of land in Borough of Dunmore, purchased from
Warren La France et al, by deed dated August 10, 1925, and
recorded in Lackawanna County in Deed Book 355, page 82. Con-
taining thirty (30) acres.
122. Tract of land in Borough of Dunmore, purchased from
William Callahan and wife, by deed dated September 22, 1925, and
recorded in Lackawanna County in Deed Book, 354, page 131. Con-
taining twenty-two and five tenths (22-5/10) acres.
123. Two tracts of land in Borough of Dunmore, purchased from
William Callahan and wife, by deed dated October 2, 1925, and
recorded in Lackawanna County in Deed Book 354, page 132. Con-
taining thirty (30) acres.
124. Tract of land in Borough of Dunmore, purchased from
Henry G. Smith and wife, by deed dated October 12, 1925, and
recorded in Lackawanna County in Deed Book 357, page 57. Con-
taining two and fourteen hundredths (2-14/100) acres.
125. Two tracts of land in Borough of Dunmore, purchased from
John S. Probst and wife, by deed dated October 15, 1925, and
recorded in Lackawanna County in Deed Book 358, page 24. Con-
taining twenty-five and twenty-four hundredths (25-24/100) acres.
126. Two tracts of land in Township of Roaring Brook, pur-
chased from Milton P. Rhodes et al, executors, by deed dated
October 22, 1925, and recorded in Lackawanna County in Deed Book
354, page 195. Containing sixty and eight tenths (60-8/10)
acres.
127. Two tracts of land in Township of Roaring Brook, pur-
chased from Franz Eugene Weiskopf, by deed dated November 12,
1925, and recorded in Lackawanna County in Deed Book 354, page
193, subject to right therein reserved to grantor to occupy the
premises during his natural life. Containing forty-five and
nine-tenths (45-9/10) acres.
128. Tract of land in Township of Roaring Brook, purchased
from Axel Oellgaard and wife, by deed dated November 25, 1925,
and recorded in Lackawanna County in Deed Book 355, page 255.
Containing thirteen and six tenths (13-6/10) acres.
129. Tract of land in Township of South Abington, purchased
from Lydia L. Streator et al, by deed dated November 27, 1925,
and recorded in Lackawanna County in Deed Book 357, page 143.
Containing sixty-eight (68) acres.
130. Tract of land in Township of South Abington and Scott,
purchased from Mary A. Ackerly, by deed dated January 12, 1926,
and recorded in Lackawanna County in Deed Book 357, page 224.
Containing forty-one and four tenths (41-4/10) acres.
131. Tract of land in Borough of Dunmore, purchased from
Arthur A. Probst and wife, by deed dated January 15, 1926, and
recorded in Lackawanna County in Deed Book 354, page 342. Con-
taining one and sixty-eight hundredths (1-68/100) acres.
132. Tract of land in Township of Covington, purchased from
George Frazee et al, by deed dated April 16, 1926 and recorded in
Lackawanna County in Deed Book 354, page 523. Containing eighty-
nine (89) acres.
133. Tract of land in Borough of Dunmore, purchased from
Patrick McHugh, by deed dated June 26, 1926 and recorded in
Lackawanna County in Deed Book 333, page 253. Containing thirty-
three (33) acres.
134. Tract of land in Township of Roaring Brook, purchased
from Benjamin Simonson, by deed dated September 28, 1926, and
recorded in Lackawanna County in Deed Book 333, page 446. Con-
taining fifty (50) acres.
135. Tract of land in Township of Roaring Brook, purchased
from Josephine Gallone and wife, by deed dated April 30, 1927,
and recorded in Lackawanna County in Deed Book 365, page 251.
Containing thirty and two tenths (30-2/10) acres.
136. Tract of land in Borough of Olyphant, purchased from
Public Service Coal Company, by deed dated November 18, 1926 and
recorded in Lackawanna County in Deed Book 365, page 343. Con-
taining seventy (70) acres.
137. Tract of land in Borough of Throop, purchased from
James Smith and wife, by deed dated August 3, 1927, and recorded
in Lackawanna County in Deed Book 363, page 410. Containing
fifty (50) acres.
138. Tract of land in Borough of Elmhurst, purchased from The
School District of the Borough of Elmhurst and Sydney G. Riel et
al, Trustees, by deeds dated respectively October 18, 1927 and
October 31, 1927, and respectively recorded in Lackawanna County
in Deed Book 369, page 203, and in Deed Book 365, page 554. Con-
taining one third (1/3) acres.
139. Tract of land in Borough of Moscow, purchased from
Julia A. Ehrgood by deed dated December, 15 1927, and recorded in
Lackawanna County in Deed Book 367, page 375. Containing two and
four tenths (2-4/10) acres.
140. Tract of land in Township of Covington, purchased from
School Directors, Covington School District of Township of
Covington by deed dated June 6, 1925, and recorded in Lackawanna
County February 18, 1928, in Deed Book No. 326, page 283. Con-
taining one (1) acre.
141. Tract of land in Township of South Abington, purchased
from Clem B. Marsh and wife, by deed dated September 27, 1924,
and filed for record in the office of the Recorder of Deeds,
Lackawanna County, on February 17, 1946. Containing eighty-four
thousandths (84/1000) acres.
142. Riparian rights in Borough of Dunmore acquired from
Pennsylvania Coal Company by virtue of proceedings in condemna-
tion in Lackawanna County Court of Common Pleas, case No. 542,
March Term, 1923.
143. Riparian rights in City of Scranton purchased from
Hudson Coal Company by deed dated February 27, 1922, and recorded
in Lackawanna County in Deed Book 318, page 418.
144. Riparian rights in Township of South Abington purchased
from Judson N. Bailey and wife, by deed dated March 1, 1923 and
recorded in Lackawanna County in Deed Book 328, page 338.
145. Riparian rights in Township of South Abington purchased
from Joseph C. Bailey and wife, by deed dated February 5, 1927,
and recorded in Lackawanna County in Deed Book 362, page 396.
146. Two tracts of land in the Township of Covington, pur-
chased from Frederick A. Andrews and wife, by deed dated
October 11, 1911, and recorded in Lackawanna County in Deed Book
246, page 330, also conveyed by deed from Charles J. Wardell and
wife, dated October 12, 1911, recorded in Deed Book 268, page 48,
and by deed from Anthracite Trust Company, dated October 17,
1911, recorded in Deed Book 268, page 48, both in Lackawanna
County. Containing twenty-five (25) acres.
147. Tract of land in City of Scranton, purchased from the
Roaring Brook Land Improvement and Sand Company by deed dated
January 16, 1911 and June 16, 1920 respectively, and respectively
recorded in Lackawanna County in Deed Book 243, page 118, and in
Deed Book 309, page 424. Containing five and seven hundred fifty
three thousandths (5-753/1000) acres.
148. Tract of land in Roaring Brook Township, purchased from
Lucy P. Boland and William P. Boland by deed dated April 10, 1930
and recorded in Lackawanna County in Deed Book 382, page 93.
Containing one thousand three hundred twenty-three and sixteen
hundredths (1323-16/100) acres.
149. Tract of land in the City of Scranton, purchased from
Ellen Barrett Bryden and James W. Bryden by deed dated April 23,
1942 and recorded in Lackawanna County in Deed Book 430, page
429. Containing eighteen thousandths (18/1000) acres.
150. Tract of land in S. Abington Township purchased from the
Dalton Street Railway Company by deed dated January 31, 1940 and
recorded in Lackawanna County in Deed Book 426, page 337. Con-
taining seventy-five thousandths (75/1000) acres.
151. Tract of land in the Borough of Dunmore purchased from
Rena Lessing Graw, Widow, by deed dated July 29, 1931 and
recorded in Lackawanna County in Deed Book, 380, page 597. Con-
taining one (1) acres.
152. Tract of land in Covington Township purchased from
Louis J. Newman, et ux, by deed dated June 12, 1930 and recorded
in Lackawanna County in Deed Book 380, page 182. Containing six
and nine tenths (6-9/10) acres.
153. Tract of land in Moscow Borough purchased from
Edward W. Parry, et al, by deed dated June 23, 1931 and recorded
in Lackawanna County in Deed Book 379, page 247. Containing
eleven hundredths (11/100) acres.
154. Tract of land in Jefferson Township purchased from
Pennsylvania Coal Company by deed dated May 23, 1941 and recorded
in Lackawanna County in Deed Book 435, page 398. Containing ten
and twenty-eight hundredths (10-28/100) acres.
155. Tract of land in Dunmore Borough purchased from
Pennsylvania Coal Company and the Pittston Company by deed dated
February 27, 1932 and recorded in Lackawanna County in Deed Book
391, page 96. Containing twenty-two hundredths (22/100) acres.
156. Tract of land in S. Abington Township purchased from
Clarence E. Thomas, et ux by deed dated November 10, 1932 and
recorded in Lackawanna County in Deed Book 390, page 466. Con-
taining ninety-four hundredths (94/100) acres.
157. Right-of-Way for No. 2 Tunnel with 48" pipe line
(226-1/10 ft. long) in the 19th Ward, City of Scranton purchased
from Harry, Clara and Carl Muenzenberg by deed dated November 26,
1932 and recorded in Lackawanna County in Deed Book 391, page
425.
158. Right-of-Way for 2" water pipe along Tighe Street from
Drinker Street to Dunmore No. 1 Dam, also 3" water pipe along the
former plane of the Gravity Railroad to Gypsy Grove Colliery from
the Tighe Street for a distance of six hundred (600') feet pur-
chased from The Pennsylvania Coal Company by deed dated
January 17, 1944 and recorded in Lackawanna County in Deed Book
447, page 63.
159. Right-of-Way for suspension bridge tower, etc. on lands
of F. Wesel Mfg. Co., leased to The Jaunty Silk Company, Inc. and
for 8" water main on Private Poplar Street Extension of F. Wesel
Mfg. Co., by deed dated September 17, 1934 and recorded in
Lackawanna County in Deed Book 400, page 499.
H1. Tract of land in the City of Scranton purchased from Hyde
Park Gas Company, being the same premises which Hyde Park Gas
Company purchased from Scranton Gas and Water Company and from
The Scranton Trust Company, by deed dated respectively May 6,
1913 and April 19, 1917, and respectively recorded in Lackawanna
County in Deed Book 265, page 288, and in Deed Book 278, page
509. Containing five and seven hundred eighteen thousands
(5-718/1000) acres.
H2. Tract of land in the City of Scranton purchased from Hyde
Park Gas Company, being the same premises which Hyde Park Gas
Company purchased from Scranton Gas and Water Company by deed
dated May 6, 1913 and recorded in Lackawanna County in Deed Book
265, page 288, containing eight hundred sixteen thousandths
(816/l000) acres.
H3. Tract of land in the City of Scranton purchased from Hyde
Park Gas Company, being the same premises which Hyde Park Gas
Company purchased from Scranton Gas and Water Company and from
Roaring Brook Land Improvement and Sand Company and from the
Scranton Coal Company by deeds dated June 16, 1920, and
August 26, 1920, and recorded in Lackawanna County in Deed Book
302, page 422, and in Deed Book 310, page 58, respectively. Con-
taining eight and eighty-six hundredths (8-86/100) acres.
H4. Coal in place under and in vicinity of Green Ridge Gas
Holder Plot in 13th Ward, City of Scranton, purchased from The
Hudson Coal Company by deed dated June 9, 1931 and recorded in
Lackawanna County in Deed Book, 391, page 25. Containing 5,015
tons; one and one-tenth (1-1/10) acres.
H5. Coal in place under and in vicinity of Green Ridge Gas
Holder Plat in 13th Ward, City of Scranton, purchased from
Sanderson Heirs to Robb Heirs by deed dated December 31, 1931 and
recorded in Lackawanna County in Deed Book 393, page 137. Con-
taining 11,395.57 tons; three and seventy-two hundredths
(3-72/100) acres area.
H6. Right-of-Way for 4" C. I. gas main to the West Mountain
Sanitarium from the Scranton Electric Company by deed
November 24, 1936 and filed for record in the office of the
Recorder of Deeds, Lackawanna County, on February 27, 1946.
W1. Tract of land in Township of Lehigh, purchased from
Albert N. Sayer and wife, by deed dated November 25, 1910, and
recorded in Wayne County in Deed Book 115, page 171. Containing
thirty-one and five tenths (31-5/10) acres.
W2. Tract of land in Township of Sterling, purchased from
Edward W. Baker, by deed dated November 30, 1920, and recorded in
Wayne County in Deed Book 115 page 171. Containing thirty-one
and five tenths (31-5/10) acres.
W3. Tract of land in Township of Sterling, purchased from
A. B. Wardell, by deed dated June 6, 1923, and recorded in Wayne
County in Deed Book 119, page 651. Containing one hundred (100)
acres.
W4. Tract of land partly in Township of Sterling, Wayne
County, and partly in Township of Covington, Lackawanna County,
purchased from Tobyhanna and Lehigh Lumber Company, Limited, by
deed dated September 1, 1897, and recorded in Wayne County in
Deed Book 87, page 340. Containing one thousand seven hundred
thirty-nine and twenty-five hundredths (1,739-25/100) acres.
W5. Two tracts of land partly in Township of Lehigh, Wayne
County and partly in Township of Clifton, Lackawanna County, pur-
chased from Tobyhanna and Lehigh Lumber Company, Limited, by deed
dated September 1, 1897, and recorded in Wayne County Deed Book
87, page 340. Containing thirty-five and eighteen hundredths
(35-18/100) acres.
W6. Tract of land partly in Township of Sterling, Wayne
County, and partly in Township of Madison, Lackawanna County,
purchased from L. W. Frey and wife, by deed dated November 5,
1918, and recorded in Wayne County in Deed Book 111, page 375.
Containing ninety-seven and ninety-six hundredths (97-96/1000
acres.
W7. Two tracts of land, both situated partly in Township of
Sterling, Wayne County, purchased from Benjamin V. Shafer and
wife by duplicate original deeds both dated June 7, 1920, and
respectively recorded in Wayne County in Deed Book 114, page 131,
and in Lackawanna County Deed Book 300, page 287. Containing
eighty two and seven tenths (82-7/10) acres.
W8. Tract of land, partly in Township of Lehigh, Wayne
County, and partly in Township of Clifton, Lackawanna County,
purchased from Tobyhanna and Lehigh Lumber Company, Limited, by
deed dated September 1, 1897, and recorded in Wayne County in
Deed Book 87, page 340. Containing one hundred twenty eight and
seventy eight hundredths (128-78/100) acres. (See No. 30 of this
Part I.)
W9. Tract of land in Sterling Township, Wayne County, pur-
chased from J. G. Horan and J. O'D. Mangan Exec. etc., by deed
dated February 24, 1928 recorded in Wayne County in Deed Book
129, page 16. Containing fifty (50) acres.
OF1. The piece or parcel of land, and the building thereon
erected, situate in the City of Scranton, County of Lackawanna,
to-wit:
Being Lots Numbers Eleven (11), Twelve (12), Thirteen (13),
and the Northeasterly half of Lot Fourteen (14), in Square or
Block Number Thirty-three (33), according to the Lackawanna Iron
and Coal Company's plot of a side of Jefferson Avenue, and being
together one hundred forty (140) feet, more or less, wide in
front on said Jefferson Avenue and one hundred fifty (150) feet
in depth to an alley in the rear sixteen (16) feet wide for
public use, with the privilege of using ten (10) feet in front of
the front line of said lots for yard, vault, porch, piazza,
cellarway and bay windows, and for no other purpose.
.01. Two tracts of land in Township of Jefferson, purchased
from L. A. Watres et al., by deed dated April 28, 1892, and
recorded in Lackawanna County in Deed Book 88, page 310. Con-
taining Five hundred twenty-nine (529) acres.
.02. Tract of land in Township of Jefferson, purchased from
John Ward and wife, by deed dated November 9, 1892, and recorded
in Lackawanna County in Deed Book 139, page 219. Containing
seventy-five (75) acres.
.03. Tract of land in Township of Jefferson, purchased from
Michael Gallagher and wife, by deed dated November 23, 1891, and
recorded in Lackawanna County in Deed Book 84, page 215. Con-
taining seventy-five (75) acres.
.04. Tract of land in Borough of Dickson City, purchased from
Dickson Borough Home Improvement Company, by deed dated Dec. 22,
1915, and recorded in Lackawanna County in Deed Book 227, page
129. Containing four hundred thirty-nine thousandths (439/1000)
acres.
.05. Tract of land in Borough of Dickson City, purchased from
Dickson Borough Home Improvement Company, by deed dated March 16,
1921, and recorded in Lackawanna County in Deed Book 314, page
381. Containing one hundred three thousandths (103/1000) acres.
.06. Two tracts of land in Borough of Archbald, purchased
from Delaware and Hudson Company, by deed dated February 27,
1922, and recorded in Lackawanna County in Deed Book 318, page
412. Containing two and three tenths (2-3/10) acres.
.07. Tract of land in Township of Jefferson, purchased from
Martin Bohinski and wife, by deed dated July 27, 1925, and
recorded in Lackawanna County in Deed Book 353, page 550. Con-
taining four hundred forty (440) acres.
.08. Tract of land partly in Borough of Archbald and partly
in Borough of Jermyn, purchased from Katherine Farnham, Adminis-
tratrix, etc., by deed dated May 10, 1922, and recorded in
Lackawanna County in Deed Book 319, page 455. Containing one
hundred seventy-two thousandths (172/1000) acres.
.09. Right-of-way for water main in the Borough of Blakely
purchased from William J. Broad, Winfield T. Broad and
Sadie K. Broad by deed dated February 9, 1945 and recorded in
Lackawanna County in Deed Book 454, page 15.
A.1. Tract of land in Borough of Archbald, leased by
Archbald Water Company from Delaware & Hudson Canal Company by
lease dated August 29, 1895, and recorded in Lackawanna County in
Deed Book 135, page 544; and purchased by Olyphant Water Company
from Delaware & Hudson Company by deed dated February 27, 1922
and recorded in Lackawanna County in Deed Book 318, page 412.
Containing two and seven-tenths (2-7/10) acres.
A.2. Riparian and other rights in Borough of Archbald, leased
by Delaware and Hudson Coal Company to Archbald Water Company by
lease dated July 22, 1878, and recorded in Lackawanna County
Recorder's Office in Deed Book 1, page 83, and in Deed Book 1,
page 507, and purchased by Olyphant Water Company from Delaware &
Hudson Company by deed dated February 27, 1922, and recorded in
Lackawanna County in Deed Book 318, page 412.
A.3. Tract of land in Borough of Archbald, leased by
Archbald Water Company from Delaware & Hudson Canal Company by
lease dated November 4, 1892; purchased by Olyphant Water Company
by deed dated February 27, 1922, and recorded in Lackawanna
County in Deed Book 318, page 412. Containing two and five-
tenths (2-5/10) acres.
A.4. Riparian and other rights in. Borough of Archbald,
leased by Archbald Water Company from Delaware & Hudson Canal
Company by lease dated Nov. 4, 1892; and purchased by Olyphant
Water Company by deed dated February 27, 1922, and recorded in
Lackawanna County in Deed Book 318, page 412.
C.1. Four tracts of land in Township of Greenfield purchased
from Joseph J. Jermyn by deed dated December 8, 1903, and
recorded in Lackawanna County in Deed Book, 203, page 491. Con-
taining three hundred twenty-one and nine tenths (321-9/10)
acres.
C.2. Tract of land in Township of Fell, purchased from
Margaret Hudson by deed dated August 28, 1908, and recorded in
Lackawanna County in Deed Book 231, page 540. Containing five
thousandths (5/1000) acres.
C.3. Tract of land in Township of Fell, purchased from
Angus C. Russel and wife, by deed dated March 12, 1907, and
recorded in Lackawanna County in Deed Book 227, page 24. Con-
taining five (5) acres.
C.4. Tract of land in Township of Fell, purchased from
Emma Williams, by deed dated May 17, 1919, and recorded in
Lackawanna County in Deed Book 283, page 588. Containing fifty-
eight (58) acres.
C.5. Tract of land in Township of Carbondale, purchased from
Merle L. Ransom and wife, by deed dated May 24, 1919, and
recorded in Lackawanna County in Dead Book 285, page 117. Con-
taining thirteen and twenty-five hundredths (13-25/100) acres.
C.6. Tract of land in Township of Carbondale, purchased from
W. W. Hedden and wife by deed dated June 30, 1924, and recorded
in Lackawanna County in Deed Book 345, page 311. Containing nine
(9) acres.
C.7. Tract of land in Township of Carbondale purchased from
Augusta V. Grosvenor and husband by deed dated March 31, 1927,
and recorded in Lackawanna County in Deed Book 365, page 179.
Containing one (1) acre.
C.8. Riparian rights in Township of Fell and Borough of
Jermyn, purchased from Delaware & Hudson Company and Northern
Coal & Iron Company, by deed dated February 27, 1922, and
recorded in Lackawanna County in Deed Book 322, page 185.
C.9. Tract of land partly in Township of Carbondale
Lackawanna County, and partly in Township of Canaan, Wayne
County, purchased from Delaware & Hudson Company and Northern
Coal & Iron Company by deed dated February 27, 1922, and recorded
in Lackawanna County in Deed Book 322, page 185. Containing
fifty (50) acres. (See No. C. W. 7 herein.)
C.10. Riparian rights in Borough of Archbald, purchased from
Hudson Coal Company by deed dated February 27, 1922, and recorded
in Lackawanna County in Deed Book 322, page 180.
C.11. Riparian rights in Boroughs of Archbald and Mayfield,
purchased from Delaware & Hudson Company and Northern Coal & Iron
Company, and from C. B. Little, Administrator, etc., et al, by
deeds dated respectively February 27, 1922, and June 21, 1927,
and respectively recorded in Lackawanna County in Deed Book 322,
page 185, and filed for record in the office of the Recorder of
Deeds, Lackawanna County, on February 27, 1946.
C.12. Tract of land in Township of Clinton, purchased from
Hudson Coal Company by deed dated February 27, 1922, and recorded
in Lackawanna County in Deed Book 322, page 180. Containing four
(4) acres.
C.13. Tract of land in City of Carbondale, purchased from
Delaware & Hudson Company, by deed dated January 21, 1910, and
recorded in Lackawanna County in Deed Book 250, page 218. Con-
taining four and four-tenths (4-4/10) acres. Excepting, however,
the coal thereunder, which was conveyed by Consolidated Water
Supply Company to John Henry Jones, by deed dated May 23, 1919,
and recorded in Lackawanna County, in Deed Book 285, page 122.
C.14. Tract of land in Carbondale Township purchased from
Eugene Avery, et ux, by deed dated January 6, 1931, and recorded
in Lackawanna County in Deed Book 383, page 304. Containing
fifty-one (51) acres.
C.15. Rights to abandoned road in Carbondale Township, pur-
chased from Carbondale Township by deed dated October 1945 and
recorded in Lackawanna County in Deed Book 457, page 227.
C.16. Tract of land, including right-of-way, in Fell Township
purchased from Williams Collins, et ux, by deed dated October 30,
1929 and recorded in Lackawanna County in Deed Book 378, page
140. Containing twelve hundredths (12/100) acres.
C.17. Tract of land in Scott Township, purchased from
Thomas Griggs by deed dated August 30, 1935 and recorded in
Lackawanna County in Deed Book 406, page 119. Containing fifty-
seven thousandths (57/1000) acres.
C.18. Right-of-Way for 16" water main from Fallbrook
Reservoir in Fell Township, purchased from Michael Kosko by deed
dated August 5, 1927 and recorded in Lackawanna County in Deed
Book 369, page 91.
C.19. Right-of-Way for existing pipeline in Scott Township,
purchased from William Morgan by deed dated May 26, 1939 and
recorded in Lackawanna County in Deed Book 419, page 598.
C.20. Right-of-Way for 16" water main in Fell Township, pur-
chased from Almond R. Sampson, et ux, by deed dated November 17,
1930 and recorded in Lackawanna County in Deed Book 384, page
194.
C.21. Right-of-Way for pipeline in Scott Township purchased
from Wm. Morgan by deed dated May 26, 1939 and recorded in
Lackawanna County in Deed Book 419, page 598.
C.22. Tract of land in Township of Carbondale, purchased by
Crysal Lake Water Company from L. H. Alden and wife by deed dated
May 15, 1895, and recorded in Lackawanna County in Deed Book 128,
page 64.
C.S.1. Tract of land in Borough of Forest City, purchased
from Hillside Coal and Iron Company, by deeds dated April 13,
1908, and June 12, 1919, and respectively recorded in Susquehanna
County in Deed Book 116, page 47, and Deed Book 130, page 673.
Containing twenty-four thousandths (24/1000) acres.
C.S.2. Tract of land partly in Township of Ararat,
Susquehanna County, and partly in Township of Preston, Wayne
County, purchased from Levi A. Patterson, by deed dated
January 25, 1907, and recorded in Susquehanna County in Deed Book
112, page 336. Containing three hundred fifty-four and five-
tenths (354-5/10) acres. (See No. C.W.2. herein.)
C.S.3. Tract of land in Township of C1ifford, purchased from
Freeman F. Carpenter by deed dated August 3, 1907, and recorded
in Susquehanna County in Deed Book 113, page 238. Containing
sixty-five and three-tenths (65-3/10) acres.
C.S.4. Tract of land in Borough of Forest City, purchased
from Hudson Coal Company by deed dated June 29, 1914, and
recorded in Susquehanna County in Deed Book 127. page 288. Con-
taining one and fifty-four hundredths (1-54/100) acres.
C.S.5. Tract of land partly in Borough of Forest City,
Susquehanna County, and partly in Township of Clinton, Wayne
County, purchased from Elk Hill Coal & Iron Company by deed dated
August 18, 1914, and recorded in Susquehanna County in Deed Book
127, page 347. Containing sixty-eight hundredths (68/100) acres.
(See No. C.W.3. herein.)
C.S.6. Tract of land in Borough of Forest City, purchased
from Hillside Coal & Iron Company by deeds dated September 23,
1914, and June 12, 1919, and respectively recorded in Susquehanna
County in Deed Book 127, page 382, and Deed Book 130, page 673.
Containing two hundredths (2/100) acres.
C.S.7. Tract of land in Borough of Forest City, purcased from
Thomas R. Jones and wife by deed dated January 9, 1917, and
recorded in Susquehanna County in Deed Book 130, page 380, and
from Hudson Coal Company by deeds dated July 30, 1920, and
October 25, 1920, and respectively recorded in Susquehanna County
in Deed Book 134, page 261, and Deed Book 134, page 433. Con-
taining one hundred seventy-two thousandths (172/1000) acres.
C.S.8. Tract of land in Township of Clifford, purchased from
John B. Williams and wife, by deed dated June 12, 1920, and
recorded in Susquehanna County in Deed Book 133, page 322. Con-
taining twenty-eight (28) acres.
C.S.9. Tract of land in Township of Clifford, purchased from
Delaware Hudson Company and Northern Coal & Iron Company by deed
dated February 27, 1922, and recorded in Susquehanna County in
Deed Book 143, page 54. Containing one hundred (100) acres.
C.S.10. Tract of land in Forest City Borough, purchased from
Hillside Coal and Iron Company, Pennsylvania Coal Company and The
Pittston Company by deed dated February 27, 1932 and recorded in
Susquehanna County in Deed Book 169, page 242. Containing one
and sixty-seven hundredths (1-67/100) acres.
C.S.11. Tract of land in Forest City Borough, purchased from
John Lukieweicz by deed dated August 7, 1935 and recorded in
Susquehanna County in Deed Book 171, page 431. Containing
thirteen thousandths (13/1000) acres.
C.S.12. Tract of land in Clifford Township purchased from
Chester Paddock Mills by deed dated September 4, 1930 and
recorded in Susquehanna County in Deed Book 146, page 239. Con-
taining sixteen and seventy-five hundredths (16-75/100) acres.
C.W.1. Tract of land in Township of Canaan, purchased from
Samuel S. Olmstead, and wife by deed dated April 8, 1911, and
recorded in Wayne County in Deed Book 102, page 190. Containing
forty-seven (47) acres.
C.W.2. Tract of land partly in Township of Preston, Wayne
County, and partly in Township of Ararat, Susquehanna County,
purchased from Levi A. Patterson by deed dated January 25, 1907,
and recorded in Wayne County in Deed Book 97, page 32. Con-
taining five hundred forty-one (541) acres. (See. No. C.S.2.
herein.)
C.W.3. Tract of land partly in Township of Clinton, Wayne
County, and partly in Borough of Forest City, Susquehanna County,
purchased from Elk Hill Coal & Iron Company, by deed dated
August 18, 1914, and recorded in Wayne County in Deed Book 106,
page 404. Containing sixty-eight hundredths (68/100) acres.
(See No. C.S.5. herein.)
C.W.4. Tract of land in Township of Canaan, purchased from
Addie Baker, et al., by deed dated January 18, 1922, and recorded
in Wayne County in Deed Book 117, page 265. Containing seventy-
four (74) acres.
C.W.5. Tract of land in Township of Clinton, purchased from
John Coruskek and wife, by deed dated March 13, 1924, and
recorded in Wayne County in Deed Book 121, page 399. Containing
four and four-tenths (4-4/10) acres.
C.W.6. Tract of land in Township of Clinton, purchased from
Hudson Coal Company, by deed dated May 20, 1924, and recorded in
Wayne County in Deed Book 122, page 3. Containing three and
seven-tenths (3-7/10) acres.
C.W.7. Tract of land partly in Township of Caanan, Wayne
County, and partly in Township of Carbondale, Lackawanna County,
purchased from Delaware & Hudson Company and Northern Coal & Iron
Company by deed dated February 27, 1922, and recorded in Wayne
County in Deed Book 118, page 216. Containing fifty (50) acres.
(See No. C.9. herein.)
C.W.8. Two tracts of land in Canaan Township, Wayne County
and Carbondale Township, Lackawanna County, purchased from Rice
Coal Company by deed dated December 21, 1938 and recorded in
Wayne County in Deed Book 144, page 531 and recorded in
Lackawanna County in Deed Book 422, page 275. Containing
fourteen and nine-tenths (14-9/10) acres.
AA.1. Tract of land, water and rights, partly in Townships of
Greenfield and Fell, Lackawanna County, and partly in Township of
Clifford, Susquehanna County, leased by Fall Brook and Newton
Water Company by lease dated June 1, 1892, and recorded in
Lackawanna County in Deed Book 90, page 511; purchased by Fall
Brook and Newton Water Company, from Delaware & Hudson Company by
deed dated November 8, 1899 and recorded in Lackawanna County in
Deed Book 185, page 80; and purchased by Consolidated Water Sup-
ply Company from Delaware & Hudson Company and Northern Coal &
Iron Company by deed dated February 27, 1922, and recorded in
Lackawanna County in Deed Book 322, page 185. Containing by the
deeds one hundred eighty three acres, ninety two and seven tenths
perches, but by measurement one hundred ninety eight and six-
tenths (198-6/10) acres. (See No. AA.(S) 1 herein.)
AA.2. Waters and rights in City of Carbondale, and Township
of Fell, leased by Fall Brook & Newton Water Company by lease
dated June 1, 1892, and recorded in Lackawanna County in Deed
Book 90, page 511, and purchased by Consolidated Water Supply
Company from Delaware & Hudson Company and from Northern Coal &
Iron Company by deed dated February 27, 1922, and recorded in
Lackawanna County in Deed Book 322, page 185.
AA.3. Riparian rights in City of Carbondale and Township of
Carbondale, leased by Crystal Lake Water Company, from Delaware &
Hudson Canal Company by lease dated November 1, 1867, and
recorded in Lackawanna County in Deed Book 250, page 219, and
purchased by Consolidated Water Supply Company from Delaware &
Hudson Company and Northern Coal & Iron Company by deed dated
February 27, 1922, and recorded in Lackawanna County in Deed Book
322, page 185.
AA.4. Tract of land located partly in Canaan Township, Wayne
County, and partly in Carbondale Township, Lackawanna County,
purchased by Crystal Lake Water Company from L. H. Alden and wife
by deed dated October 19, 1893, and recorded in Lackawanna County
in Deed Book 108, page 315, and in Wayne County in Deed Book 75,
page 339, and tract of land in Township of Carbondale, Lackawanna
County, purchased by Consolidated Water Supply Company from
William M. Cox and wife by deed dated July 2, 1923,and recorded
in Lackawanna County in Deed Book 330, page 526.
AA.(S)1. Tract of land, waters, and rights, partly in Town-
ship of Clifford, Susquehanna County, and partly in Townships of
Greenfield and Fell, Lackawanna County leased by Fall Brook and
Newton Water Company from Delaware & Hudson Canal Company by
lease dated June 1, 1892; purchased by Fall Brook and Newton
Water Company from Delaware & Hudson Company by deed dated
November 8, 1899; and purchased by Consolidated Water Supply Com-
pany from Delaware & Hudson Company and Northern Coal & Iron Com-
pany by deed dated February 27, 1922, and recorded in Susquehanna
County, in Deed Book 143, page 54. Containing by the deeds one
hundred eighty three acres, ninety two and seven tenths perches,
but by measurement one hundred ninety eight and six tenths
(198-6/10) acres. (See No. AA.1. herein.)
AA.(S)2. Two tracts of land in Borough of Forest City, pur-
chased by Rock Cliff Water Company from Hillside Coal & Iron Com-
pany, by deed dated March 20, 1889, and recorded in Susquehanna
County in Deed Book 75, page 542; and a portion of the coal
thereunder purchased by Consolidated Water Supply Company from
Hi11side Coal & Iron Company by deed dated June 12, 1919, and
recorded in Susquehanna County in Deed Book 130, page 673.
AA.(S)3. Tract of land in Township of Clifford, purchased by
Consolidated Water Supply Company from Hudson Coal Company, and
from Delaware and Hudson Company and Northern Coal & Iron Com-
pany, by deeds both dated February 27, 1922, and recorded in Deed
Book 143, page 58, and in Deed Book 143, page 54. Containing
five and five-tenths (5-5/10) acres.
AA.(S)4. Tract of land in Township of Clifford, purchased by
Consolidated Water Supply Company from Delaware & Hudson Company
and Northern Coal & Iron Company, by deed dated February 27,
1922, and recorded in Deed Book 143, page 54. Containing ninety
nine and seven-tenths (99-7/10) acres.
AA.(S)5. Riparian and water rights in Borough of Forest City,
and in Township of Clifford, purchased by Consolidated Water Sup-
ply Company from Hudson Coal Company, by deed dated February 27,
1922, and recorded in Susquehanna County in Deed Book 143, page
58.
AA.(W)1. Riparian and water rights in Township of Clinton,
Wayne County, purchased by Consolidated Water Supply Company from
Hudson Coal Company by deed dated February 27, 1922, and recorded
in Wayne County in Deed Book 118, page 211.
AA.(W)2. Tract of land in Township of Clinton, purchased by
Consolidated Water Supply Company from Hudson Coal Company by
deed dated February 27, 1922, and recorded in Wayne County in
Deed Book 118, page 211.
AA.(W)3. Riparian and water rights in Township of Clinton,
purchased by Consolidated Water Supply Company from Hudson Coal
Company by deed dated February 27, 1922, and recorded in Wayne
County in Deed Book 118, page 211.
AA.(W)4. Tract of land in Township of Clinton, leased by Rock
Cliff Water Company from Delaware & Hudson Canal Company, and
Vandling Water Company by lease dated June 27, 1894, and recorded
in Wayne County in Deed Book 76, page 72, and purchased by Con-
solidated Water Supply Company from Hudson Coal Company by deed
dated February 27, 1922, and recorded in Wayne County in Deed
Book 118, page 211. Containing four (4) acres.
D.1. Tract of land in Township of Roaring Brook, purchased
from Mary P. Davis, by deed dated June 1, 1887, and recorded in
Lackawanna County in Deed Book 44, page 209. Containing four
hundred thirty-nine (439) acres.
D.2. Tract of land in Boroughs of Dunmore and Throop, pur-
chased from W. W. Winton and wife, by deed dated November 4,
1887, and recorded in Lackawanna County in Deed Book 49, page
520. Containing one and one hundred ninety-one thousandths
(1-191/1000) acres.
D.3. Six tracts of land in Borough of Dunmore, purchased from
Pennsylvania Coal Company, by deed dated October 1, 1900, and
recorded in Lackawanna County in Deed Book 185, page 561. Con-
taining ninety and nine hundred and eighty-eight thousandths
(90-988/1000) acres.
D.4. Tract of land in Township of Roaring Brook, purchased
from Pennsylvania Coal Company, by deed dated October 1, 1900,
and recorded in Lackawanna County in Deed Book 185, page 561.
Containing eighty-seven hundredths (87/100) acres.
Excepting, however, from the lien of this Indenture all those
certain tracts of land hereinafter described in this Part 1,
which have heretofore been sold by the Company or one of its
predecessors, and which constituted part of the foregoing tracts:
El. Two tracts of land in City of Scranton, sold to Northern
Electric Street Railway Company, by deed dated December 28, 1906
and recorded in Lackawanna County in Deed Book 227, page 271.
Containing fifty-four hundredths (54/100) acres.
E2. Tract of land in City of Scranton, sold to City of
Scranton by deed dated August 3, 1918, and recorded in Lackawanna
County in Deed Book 281, page 552. Containing one hundred
fifteen thousandths (115/1000) acres.
E3. Seven tracts of land in City of Scranton, and Townships
of Abington and South Abington, sold to Delaware, Lackawanna and
Western Railroad Company, by deed dated March 29, 1905, and
recorded in Lackawanna County in Deed Book 211, page 42. Con-
taining six and seven hundred seventy-five thousandths
(6-775/1000) acres.
E4. Tract of land in Township of South Abington, sold to
Clem B. Marsh, by deed dated September 27, 1924, and intended to
be recorded in Lackawanna County. Containing ninety-six
thousandths (96/1000) acres.
E5. Two tracts of land in Township of South Abington, sold to
Raphael G. Pembridge and wife, by deed dated September 29, 1922,
and recorded in Lackawanna County in Deed Book 328, page 356.
Containing seven hundred seven thousandths (707/1000) acres.
E6. Tract of land in Township of South Abington, sold to
L. L. Bright, by deed dated June 9, 1924, and recorded in
Lackawanna County in Deed Book 346, page 171. Containing
seventeen hundredths (17/100) acres.
E7. Tract of land in Township of South Abington, sold to
Dalton Street Railway Company, by deed dated December 24, 1907,
and recorded in Lackawanna County in Deed Book 223, page 441.
Containing fourteen hundredths (14/100) acres.
E8. Two tracts of land in Township of South Abington, sold to
Dalton Street Railway Company, by deed dated December 28, 1906,
and recorded in Lackawanna County in Deed Book 227, page 274.
Containing twenty two hundredths (22/100) acres.
E9. Tract of land in Township of South Abington, sold to
Harry Grant Tripp, by deed dated January 12, 1901, and recorded
in Lackawanna County in Deed Book 195, page 246. Containing
fifty (50) acres.
E10. Tract of land in Township of South Abington, sold to
Delaware, Lackawanna and Western Railroad Company by deed dated
October 5, 1910, and recorded in Lackawanna County in Deed Book
245, page 349. Containing seventy-two hundredths (72/100) acres.
E11. Tract of land in Township of South Abington, sold to
Delaware, Lackawanna and Western Railroad Company by deed dated
September 26, 1912, and recorded in Lackawanna County in Deed
Book 259, page 444. Containing twenty-eight hundredths (28/100)
acres.
E12. Tract of land in Township of South Abington, sold to
Shady Lane Cemetery Association, by deed dated July 29, 1922, and
recorded in Lackawanna County in Deed Book 322, page 388. Con-
taining twenty three and five tenths (23-5/10) acres.
E13. Tract of land in Township of South Abington, sold to
Clarence E. Thomas, by deed dated August 26, 1924, and recorded
in Lackawanna County in Deed Book 348, page 6. Containing sixty
eight and five tenths (68-5/10) acres.
E14. Tract of land in City of Scranton, sold to
William P. Huester, by deed dated August 5, 1920, and recorded in
Lackawanna County in Deed Book 302, page 520. Containing forty
eight thousandths (48/1000) acres.
E15. Tract of land in Township of South Abington, sold to
Providence and Abington Turnpike and Plank Road Company, by deed
dated March 9, 1907, and recorded in Lackawanna County in Deed
Book 227, page 268. Containing eight thousandths (8/1000) acres.
E16. Tract of land in Township of South Abington, sold to
Henry R. Richardson, by deed dated April 20, 1917, and recorded
in Lackawanna, County in Deed Book 303, page 291. Containing
seventy-six thousandths (76/1000) acres.
E17. Tract of land in Township of South Abington, sold to
Methodist Episcopal Church of Chinchilla, Pennsylvania, by deed
dated Apr. 10, 1924 and February 13, 1925, respectively, and
respectively recorded in Lackawanna County Deed Book 299, page
589 and in Deed Book 349, page 109 (the latter deed correcting
the earlier deed wherein the grantee had been erroneously
described as First Methodist Episcopal Church of Pershing). Con-
taining three hundred eighty-seven thousandths (387/1000) acres.
E18. Tract of land in Township of South Abington, sold to The
Methodist Episcopal Church of Chinchilla, by deed dated June 3,
1924, and recorded in Lackawanna County in Deed Book 347, page
593. Containing eighty-three thousandths (83/1000) acres.
E19. Tract of land in Township of South Abington, sold to
Joseph Ottinger, by deed dated August 3, 1917, and recorded in
Lackawanna County in Deed Book 282, page 141. Containing thirty-
six thousandths (36/1000) acres.
E20. Tract of land in Township of South Abington, sold to
Emory White, by deed dated July 10, 1926, and recorded in
Lackawanna County in Deed Book 360, page 345. Containing seven
and forty-eight hundredths (7-48/100) acres.
E21. Tract of land in Township of South Abington, sold to
H. M. Moore, by deed dated July 10, 1926, and recorded in
Lackawanna County in Deed Book 359, page 236. Containing two (2)
acres.
E22. Tract of land in Jefferson Township sold to Erie and
Wyoming Valley Railroad Company, by deed dated July 19, 1898, and
recorded in Lackawanna County in Deed Book 162, page 535. Con-
taining seventy three thousandths (73/1000) acres.
E23. Tract of land in Township of Roaring Brook, sold to Erie
and Wyoming Railroad Company, by deed dated July 19, 1898, and
recorded in Lackawanna County in Deed Book 162, page 535. Con-
taining one and forty one hundredths (1-41/100) acres.
E24. Tract of land in Borough of Moscow, sold to Delaware,
Lackawanna and Western Railroad Company by deed dated October 13,
1905, and recorded in Lackawanna County in Deed Book 213, page
314. Containing five hundred three thousandths (503/1000) acres.
E25. Seven tracts of land in Boroughs of Moscow and Dunmore,
Townships of Covington and Roaring Brook, sold to Delaware,
Lackawanna and Western Railroad Company, by deed dated April 1,
1925, and recorded in Lackawanna County in Deed Book 352, page
111. Containing two and nine hundred sixty-four thousandths
(2-964/1000) acres.
E26. Fourteen tracts of land in Township of Covington, sold
to Delaware, Lackawanna and Western Railroad Company, by deed
dated September 26, 1913, and recorded in Lackawanna County in
Deed Book 271, page 126. Containing ninety-three and two hundred
eight thousandths (93-208/1000) acres.
E27. Tract of land in Borough of Elmhurst, sold to the
Borough of Elmhurst, by deed dated May 25, 1915, and, recorded in
Lackawanna County in Deed Book 271, page 492. Containing seven-
teen thousandths (17/1000) acres.
E28. Tract of land in Borough of Elmhurst, sold to Delaware,
Lackawanna and Western Railroad Company, by deed dated March 29,
1920, and recorded in Lackawanna County in Dead Book 302, page
309. Containing one and thirty-two thousandths (1-32/1000)
acres.
E29. Tract of land in Borough of Elmhurst, and sold to The
Right Reverend M. J. Hoban, Trustee, etc., by deed dated
October 6, 1920, and recorded in Lackawanna County in Deed Book
310, page 89. Containing forty-seven hundredths (47/100) acres.
E30. Two tracts of land in Borough of Dunmore, sold to Dela-
ware, Lackawanna and Western Railroad Company, by deed dated
October 13, 1905, and recorded in Lackawanna County in Deed Book
213, page 315. Containing six hundred two thousandths (602/1000)
acres.
E31. Tract of land in Township of Covington, sold to The
Covington School District of the Township of Covington, by deed
dated February 18, 1928, and recorded or to be recorded in
Lackawanna County. Containing one and two tenths ( 1-2/10)
acres.
E32. Tract of land in Township of Roaring Brook, sold to Erie
and Wyoming Valley Railroad Company, by deed dated May 19, 1899,
and recorded in Lackawanna County in Deed Book 173, page 15.
Containing nine hundredths (9/100) acres.
E33. Tract of land in Borough of Dunmore, sold to Trustees of
Lawrence Memorial Methodist Episcopal Church, by deed dated
May 6, 1924, and recorded or to be recorded in Lackawanna County.
Containing seventy-five thousandths (75/1000) acres.
E34. Tract of land in City of Scranton, sold to City of
Scranton, by deed dated June 16, 1925, and recorded in Lackawanna
County in Deed Book 360, page 10. Containing eleven hundredths
(11/100) acres.
E35. Tract of land in City of Scranton, sold to Scranton
Electric Company, by deed dated July 16, 1926 and recorded in
Lackawanna County in Deed Book 359, page 237. Containing forty
seven hundredths (47/100) acres.
E36. Tract of land in Township of South Abington, sold by
Providence Gas and Water Company to Egbert M. Leach, by deed
dated December 28, 1899 and recorded in Lackawanna County in Deed
Book 177, page 361. Containing five hundredths (5/100) acres.
E37. Tract of land in Township of Roaring Brook, Lackawanna
County occupied by Scranton, Dunmore and Moosic Lake Railroad
without formal conveyance. Containing three and twenty-five
hundredths (3-25/100) acres.
E38. Tract of land in City of Scranton sold to
William W. Scranton by deed dated October 14, 1899, and recorded
in Lackawanna County in Deed Book 180, page 410. Containing
fourteen hundredths (14/1000) acres.
E39. Tract of land in Township of Covington sold to
William Latham et al, Trustees, by deed dated May 19, 1899, and
recorded in Lackawanna County in Deed Book 172, page 434. Con-
taining one (1) acre.
E40. Tract of land in City of Scranton sold by Hyde Park Gas
Company to Scranton Lace Company by deed dated April 13, 1918,
and recorded in Lackawanna County in Deed Book 281, page 346.
Containing eighty-six thousandths (86/1000) acres.
E41. Tract of land in City of Scranton sold by Hyde Park Gas
Company to Scranton Lace Company by deed dated May 7, 1919, and
recorded in Lackawanna County in Deed Book 283, page 584. Con-
taining thirty-eight thousandths (38/1000) acres.
E42. Tract of land in S. Abington Township (Chinchilla),
being a portion of the Catherine O'Donnell lands sold to The Con-
gregation Benai Israel and The Holy Congregation of Truth and
Charity Association in April 1928. Containing six and five
tenths (6-5/10) acres.
E43. Two tracts of land in S. Abington Township sold to
Rt. Rev. Thos. C. O'Reilly, Bishop of Scranton by deed dated
November 28, 1930. Containing one and thirty-six hundredths
(1-36/100) acres.
E44. Tract of land in S. Abington Township sold to
Mrs. Thurston S. Parker by deed dated February 15, 1940. Con-
taining eighteen hundredths (18/100) acres.
E45. Tract of land in S. Abington Township sold to Paul Smith
by deed dated July 26, 1944. Containing six hundred fifty nine
thousandths (659/1000) acres.
E46. Tract of land in S. Abington Township sold to School
District, S. Abington Township by deed dated November 3, 1939.
Containing twelve and six tenths (12-6/10) acres.
E47. Tract of land in South Abington Township sold to
Clarence E. Thomas, et ux, by deed dated November 10, 1932. Con-
taining two and one tenth (2-1/10) acres.
E48. Tract of land in South Abington Township sold to The
Delaware Lackawanna and Western Railroad Company by deed dated
July 27, 1945. Containing five tenths (5/10) acres.
C.E.1. Tract of land in Township of Greenfield, sold to
Elkview Country Club, by deed dated Aug. 23, 1920, and recorded
in Lackawanna County in Deed Book 310, page 6. Containing
seventy and five tenths (70-5/10) acres.
C.E.2. Tract of land in Township of Greenfield, sold to
Raymond C. Schroeder and wife, by deed Jan. 12, 1922, and
recorded in Lackawanna County in Deed Book 315, page 307. Con-
taining two and one hundred eight thousandths (2-108/1000) acres.
C.E.3. Two tracts of land in Township of Greenfield, sold to
John B. Shannon, et al, by dead dated June 22, 1922, and recorded
in Lackawanna County in Deed Book 323, page 164. Containing one
hundred twenty six (126) acres.
C.E.4. Tract of land in Carbondale Township, sold to Carbon-
dale Township by deed dated October 16, 1945, and described as
follows: A 50-foot right-of-way beginning at a point on the
Northerly right-of-way line of Pennsylvania Highway Route #6
approximately opposite Station 975 plus 42, distant 830 feet more
or less, Westerly from the point where the line common to
Lackawanna and Wayne Counties crossed the highway; thence along
the center line of said 50 foot right-of-way North fifty-seven
degrees West (N. 57 deg. W.) one hundred thirty-two (132) feet to
the point of curvature of an 18 degree curve to the right; thence
along said 18 degree curve to the right one hundred (100) feet to
the point of tangency; thence North thirty-nine degrees West
(N. 39 deg. W.) two hundred and five (205) feet to the point of
curvature of a 7 degree curve to the right; thence along the said
7 degree curve to the right one hundred and forty (140) feet more
or less to southern edge of the Carbondale Township Road;
formerly called the Milford and Owego Turnpike. Containing
fifty-six hundredths (56/100) acres.
C.S.E.1. Two tracts of land in Township of Clifford, sold to
Stephen Bronson, by deed dated April 26, 1916, and recorded in
Susquehanna County in Deed Book 130, page 349. Containing
twenty-seven and eight tenths (27-8/10) acres.
C.S.E.2. Two tracts of land in Clifford Township, sold to the
Erie Railroad Company by deed dated October 26, 1944 and recorded
in Susquahanna County in Deed Book 191, page 203. Containing one
and one hundred sixty-three thousandths (1-163/1000) acres.
<PAGE>
II.
The following pieces or parcles of land situate in the Counties
of Luzerne, Lackawanna and Wyoming, in the Commonwealth of
Pennsylvania, to-wit:
1. Tract of land in Bear Creek Township, purchased from
Paul A. Oliver, by deed dated the 21st day of September, 1909,
and recorded in Luzerne County in Deed Book 458, page 375. Con-
taining one and sixty-five hundredth (1 65/1000) acres.
2. Tract of land in Certified Bedford Township now Lehman
Township, purchased from Highley M. wilcox, by deed dated the 9th
day of May, 1890, and recorded in Luzerne County in Deed Book
296, page 94. Containing forty-two and six-tenth (42 6/10)
acres.
3. Tract of land in Dallas Borough, purchased from
Benjamin F. Bulford and wife, by deed dated the 30th day of
March, 1900, and recorded in Luzerne County in Deed Book 396,
page 205. Containing one and ninety-five hundredth (1-95/100)
acres.
4. Tract of land in Dallas Borough, purchased from
Charles D. Henderson, by deed dated September 26, 1890, and
recorded in Luzerne County in Deed Book 296, page 350. Con-
taining sixty-six (66) acres more or less.
5. Two tracts of land in Lehman Township and Dallas Township,
purchased from Asa R. Holcomb and wife, by deed dated the 16th
day of April, 1906, and recorded in Luzerne County in Deed Book
436, page 238. The first containing six and sixty-five
hundredths (6 65/100) acres; and the second containing five and
fifty-seven hundredth (5 57/100) acres.
6. Tract of land in Dallas Borough, purchased from
Asa R. Holcomb and wife, by deed dated the 21st day of
January, 1907, and recorded in Luzerne County in Deed Book 435,
page 408. Containing one (1) acre and ninety-seven (97) perches.
7. Tract of land situated partly in Dallas Borough and partly
in Lehman Township, purchased from Andrew T. McClintoc, by deed
dated August 25, 1890, and recorded in Luzerne County in Deed
Book 296, page 74. Containing two hundred and fifty-eight (258)
acres and five (5) perches.
8. Tract of land in Dallas Borough, purchased from
T. F. Ryman and wife, by deed dated April 13, 1896, and recorded
in Luzerne County in Deed Book 349, page 298. Containing thirty-
seven (37) acres and sixty (60) perches.
9. Tract of land in Dallas Township, purchased from
John J. Bulford by deed dated July 30, 1890, and recorded in
Luzerne County in Deed Book 296, page 90. Containing eighteen
(18) acres.
10. Tract of land in Duryea Borough, purchased from
James Holgate and wife, by deed dated the 16th day of April,
1906, and recorded in Luzerne County in Deed Book 436, page 235.
Containing thirty-six and thirty-one hundredth (36 31/100) acres.
11. Tract of land in Duryea Borough, purchased from the
Lehigh Valley Coal Company by two separate deeds, each conveying
a one-half interest, dated October 18, 1909 and recorded in
Luzerne County in Deed Book 458, page 543; and by deed dated
February 19, 1921 and recorded in Luzerne County in Deed Book
543, page 565. Said tract containing thirty-eight and six-tenth
(38 6/10) acres. Coal and minerals reserved.
12. Two tracts of land in Exeter Borough, purchased from
Draper Smith, Trustee, by deed dated the 21st day of July, 1890
and recorded in Luzerne County in Deed Book 295, page 48. The
first thereof containing seventy-eight (78) acres; and the second
thereof containing twenty-one (21) acres and thirty-eight (38)
perches.
13. Tract of land in Fairview Township, purchased from
James Butler and wife, by deed dated December 29, 1904, and
recorded in Luzerne County in Deed Book 436, page 233. Con-
taining twenty-four (24) acres and one hundred and thirteen (113)
perches.
14. Tract of land in Fairview Township, purchased from
James Butler and wife, by deed dated the 29th day of December,
1904, and recorded in Luzerne County in Deed Book 430, page 204.
Containing fifty-nine (59) acres and fifty-nine (59) perches.
Coal and minerals reserved.
15. Three tracts of land in Fairview Township, purchased from
James Butler and wife, by deed dated the 29th day of December,
1904, and recorded in Luzerne County in Deed Book 436, page 232.
The first thereof containing twenty-six (26) acres; the second
thereof containing thirty-five (35) acres, coal and minerals
reserved; and the third thereof containing twenty-five (25)
perches. Being a strip of land connecting the first and second
tracts above.
16. Tract of land in Fairview Township, purchased from
James Butler and wife, by deed dated the 29th day of December,
1904, and recorded in Luzerne County in Deed Book 430, page 205.
Containing one hundred and nine (109) acres.
17. Tract of land in Fairview Township, purchased from
James Butler and wife by deed dated the 29th day of December,
1904, and recorded in Luzerne County in Deed Book 430, page 206.
Containing twenty-four (24) acres. Coal and minerals reserved.
18. Tract of land in Fairview Township, purchased from
James Butler and wife, by deed dated December 29, 1904, and
recorded in Luzerne County in Deed Book 430, page 207. Con-
taining thirty-eight and four-tenth (38 4/10) acres.
19. Two tracts of land in Fairview Township, purchased from
Henry Glass and Fannie L. Glass, by deed dated the 1st day of
October, 1907, and recorded in Luzerne County in Deed Book 443,
page 304. The first thereof containing thirty-nine (39) acres
and one hundred and forty-three (143) perches; and the second
thereof containing twenty-four (24) acres and thirty-two (32)
perches.
20. Tract of land in Hanover Township, purchased from
B. R. Jones, by deed dated the 10th day of July, 1901, and
recorded in Luzerne County in Deed Book 396, page 529. Con-
taining fifty-eight (58) acres and seventy-eight (78) perches.
21. Tract of land in Hollenback Township, purchased from
Francis K. Shobert, by deed dated the 11th day of July, 1905, and
recorded in Luzerne County in Deed Book 432, page 148. Con-
taining twenty-three (23) acres and one hundred and twenty (120)
perches.
22. Two tracts of land in Hunlock Township, purchased from
L. A. Watres and wife by deed dated the 24th day of September,
1897, and recorded in Luzerne County in Deed Book 366, page 438.
The first thereof containing twenty (20) acres and one hundred
and thirty (130) perches; and the second thereof containing fifty
(50) acres.
23. Huntsville Mill Property, purchased from
Highley M. Wilcox and others, by deed dated the 23rd day of May,
1891, and recorded in Luzerne County in Deed Book 310, page 2;
Deed Book 313, page 59; and Deed Book 313, page 54; containing
about two (2) acres of land.
24. Tract of land in Jackson Township, purchased from
Thomas Cease and wife, by deed dated the 27th day of October,
1914, and recorded in Luzerne County in Deed Book 504, page 105.
Containing seventy-seven and fourteen hundredths (77 14/100)
acres.
25. Tract of land in Jackson Township, purchased from
Thomas Cease and wife, by deed dated the 22nd day of June, 1911,
and recorded in Luzerne County in Deed Book 475, page 493. Con-
taining thirty-seven and one-fourth (37 1/4) acres.
26. Tract of land in Jackson and Plymouth Townships, pur-
chased from Morgan A. Cease and wife, by deed dated November 12,
1908, and recorded in Luzerne County in Deed Book 452, page 441.
Containing twenty-two and four hundredths (22 4/100) acres. Also
all right, title, and interest in and to a piece of four and
sixty-five hundredths (4 65/100) acres.
27. Tract of land in Jackson Township, purchased from
Irwin Coolbaugh and wife by deed dated April 16, 1909, and
recorded in Luzerne County in Deed Book 463, page 34. Containing
two (2) acres. Also included in same deed a piece of land con-
taining one (1) acre in Jackson Township.
28. Three tracts of land in Jackson Township, purchased from
Calvin Dymond and wife, by deed dated the 19th day of June, 1918,
and recorded in Luzerne County in Deed Book 523, page 64. The
first thereof containing two (2) acres; the second thereof con-
taining one (1) acre; and the third thereof containing forty-five
(45) acres.
29. Tract of land in Jackson Township, purchased from
Charles D. Foster and wife, by deed dated the 20th day of June,
1892, and recorded in Luzerne County in Deed Book 308, page 522.
Containing twenty-three and six tenth (23 6/10) acres, excepting
therefrom four and forty-six hundredths (4 46/100) acres.
30. Tract of land in Jackson Township, purchased from
Fred J. Harlos and wife by deed dated the 28th day of July, 1905,
and recorded In Luzerne County in Deed Book 423, page 541. Con-
taining one and two-tenth (1 2/10) acres.
31. Tract of land in Jackson Township, purchased from
Milton Neyhart and wife, by deed dated the 31st day of July,
1893, and recorded in Luzerne County in Deed Book 321, page 234.
Containing seven and one-half (7 1/2) acres.
32. Tract of land in Jackson Township, purchased from
R. E. Patterson, by deed dated the 29th day of July, 1897, and
recorded in Luzerne County in Deed Book 375, page 187. Con-
taining six (6) acres and one hundred and fifty (150) perches.
33. Tract of land in Jackson Township, purchased from
W. F. Prutzman by deed dated the 2nd day of February, 1918, and
recorded in Luzerne County in Deed Book 521, page 516. Con-
taining one and eighty-three hundredths (1 83/100) acres.
34. Tract of land in Jackson Township, purchased from
Joseph F. Randall, by deed dated the 13th day of October, 1908,
and recorded in Luzerne County in Deed Book 446, page 474. Con-
taining ten (10) acres.
35. Tract of land in Jackson Township, purchased from
Ziba B. Smith, widower, by deed dated the 29th day of January,
1915, and recorded in Luzerne County in Deed Book 504, page 274.
Containing thirty-four (34) acres.
36. Two tracts of land in Jackson Township, purchased from
Christian Walter and wife, et al, by deed dated April 14, 1909,
and recorded in Luzerne County in Deed Book 457, page 279. The
first thereof containing twenty-five (25) acers; and the second
thereof containing forty (40) acres.
37. Tract of land in Jackson Township, purchased from
Highley M. Wilcox, Executrix, by deed dated the 8th day of
August, 1894, and recorded in Deed Book 334, page 416, in Luzerne
County. Containing two (2) acres.
38. Tract of land in Jenkins Township, purchased from
Cormac Bohan, Sr., by deed dated the 25th day of September, 1897,
and recorded in Luzerne County in Deed Book 373, page 587. Con-
taining two hundred and forty-two (242) acres and thirty (30)
perches.
39. Tract of land in Jenkins Township, purchased from
Elmer C. Kellam and wife, by deed dated the 11th day of February,
1907, and recorded in Luzerne County in Deed Book 435, page 503.
Containing two hundred and twelve (212) acres. Coal and mineral
rights reserved.
40. Tract of land in Jenkins and Plains Townships, purchased
from Amandes Kresge, by deed dated the 7th day of May, 1897, and
recorded in Luzerne County in Deed Book 364, page 118, containing
four hundred and thirty-seven (437) acres.
41. Two tracts of land in Jenkins Township, purchased from
George C. Lewis and Mary C. Gross, Executors of Josiah Lewis, by
deed dated the 8th day of May, 1917, and recorded in Luzerne
County in Deed Book 515, page 579. The first tract containing
one hundred and sixty-three (163) acres, twenty-two (22) perches;
and the second containing thirty (30) acres and twenty-five (25)
perches. Coal and mineral rights reserved.
42. Tract of land in Jenkins Township, purchased from
George C. Lewis, Arabella D. Lewis and Mary C. Gross, Executors
of Josiah Lewis, deceased, by deed dated the 6th day of November,
1897, and recorded in Luzerne County in Deed Book 365, page 424.
Containing three hundred and fifteen (315) acres and thirty-three
(33) perches.
43. Tract of land in Jenkins Township, purchased from
George C. Lewis, Executor, by deed dated the 6th day of November,
1897, and recorded in Luzerne County in Deed Book 365, page 421.
Containing one hundred and fifty (150) acres and forty-five (45)
perches.
44. Tract of land in Jenkins Township, purchased from
Lafayette H. Totten, by deed dated the 31st day of May, 1918, and
recorded in Luzerne County in Deed Book 375, page 285. Con-
taining sixty-three and two-tenths (63 2/10) acres.
45. Tract of land in Jenkins Township, purchased from
Lafayette H. Totten, by deed dated the 12th day of November,
1897, and recorded in Luzerne County in Deed Book 374, page 166.
Containing eighteen and seventy-two hundredth (18 72/100) acres.
46. An undivided one-half interest in a tract of land in
Jenkins Township, purchased from Annie A. Wright et al, by deed
dated the 25th day of April, 1905, and recorded in Luzerne County
in Deed Book 426, page 353. Containing fifty-six and sixty-five
hundredth (56 65/100) acres. Coal and minerals reserved.
47. Property in Kinston Borough, purchased from
James H. Franck and wife, by deed dated the 18th day of Septem-
ber, 1916, and recorded in Luzerne County in Deed Book 513, page
428. Containing three thousand eight hundred and eight-two and
eight-tenth (3,882 8/10) square feet, together with the office
building.
48. Two tracts of land in Kingston Township, purchased from
William L. Conyngham and wife, by deed dated the 13th day of
March, 1891, and recorded in Luzerne County in Deed Book 297,
page 587. Containing four and ninety-two hundredth (4 92/100)
acres.
49. Tract of land in Kingston Township, purchased from
William L. Conyhngham and wife, by deed dated the 25th day of
October, 1892, and recorded in Luzerne County in Deed Book 312,
page 42. Containing four and one-tenth (4 1/10) acres.
50. Tract of land in Kingston Township, purchased from
Isaac C. Edwards and wife, by deed dated the 24th day of Decem-
ber, 1896, and recorded in Luzerne County in Deed Book 360, page
123. Containing five (5) acres.
51. Piece of land in Kingston Township, purchased from
Joseph Harter and wife, by deed dated the 28th day of May, 1890,
and recorded in Luzerne County in Deed Book 296, page 75. Con-
taining about one (1) acre.
52. Piece of land in Kingston Township, purchased from
George R. Wright, by deed dated the 19th day of June, 1890, and
recorded in Luzerne County in Deed Book 296, page 78. Containing
one (1) acre.
53. Tract of land in Laurel Run Borough, purchased from
Moses D. Adelson and others, by deed dated February 6, 1908, and
recorded in Luzerne County in Deed Book 447, page 278. Con-
taining seventy-six hundredths (76/100) of an acre.
54. Tract of land in Lehman Township, acquired by right of
eminent domain in Court of Common Pleas of Luzerne County No.
418, December Term, 1890. Containing forty-three and three-
fourth (43 3/4) acres.
55. Tract of land in Lehman Township, purchased from
Peter Bertram and others, by deed dated the 21st day of March,
1905, and recorded in Luzerne County in Deed Book 426, page 351.
Containing 72.24 acres, but excepting therefrom 25.30 acres con-
veyed to Samuel C. Chase by deed dated June 21, 1920, and
recorded in Luzerne County in Deed Book 540, page 372, thus now
containing 46.94 acres. One-half coal and mineral reserved.
56. Two tracts of land in Lehman Township, purchased from
Peter Bertram, et al, by deed dated the 14th day of July, 1890,
and recorded in Luzerne County in Deed Book 296, page 96. The
first thereof containing twenty-nine and seven-tenth (29 7/10)
acres; and the second thereof containing twelve and four-tenth
(12 4/10) acres. Coal and minerals reserved.
57. Two tracts of land in Lehman Township, purchased from
Nelson J. Booth, by deed dated the 23rd day of April, 1918, and
recorded in Luzerne County in Deed Book 521, page 515. The first
thereof containing forty-five (45) acres and one hundred and
three (103) perches; and the second thereof containing fifty-five
hundredths (55/100) of an acre.
58. Tract of land in Lehman Township, purchased from
William J. Brennan and wife, by deed dated the 26th day of Octo-
ber, 1923, and recorded in Luzerne County in Deed Book 590, page
230. Containing four and fourteen hundredth (4 14/100) acres.
59. Tract of land in Lehman Township, purchased from
James Butler and wife by deed dated the 30th day of November,
1904, and recorded in Luzerne County in Deed Book 434, page 141.
Containing seventy-eight and thirty-one hundredth (78 31/100)
acres.
60. Three tracts of land in Lehman Township, purchased from
Charles Wesley Cease and wife, by deed dated the 30th day of
September, 1915, and recorded in Luzerne County in Deed Book 509,
page 176. The first thereof containing twenty-seven (27) acres;
the second thereof containing thirty-two hundredth (32/100) of an
acre.
61. Tract of land in Lehman Township, purchased from
Phebe Craft, by deed dated the 8th day of June, 1915, and
recorded in Luzerne County in Deed Book 506, page 154. Con-
taining fifty (50) acres.
62. Tract of land in Lehman Township, purchased from
Allen H. Dickson, by deed dated the 6th day of December, 1890,
and recorded in Luzerne County in Deed Book 296, page 484. Con-
taining twenty-one (21) acres.
63. Tract of land in Lehman Township, purchased from
Lewis C. Garey, by deed dated July 31, 1890, and recorded in
Luzerne County in Deed Book 296, page 82. Containing thirty-six
(36) acres.
64. Tract of land in Lehman Township, purchased from
Naomi Green by deed dated the 7th day of September, 1916, and
recorded in Luzerne County in Deed Book 476, page 175. Con-
taining one and three hundredth (1 3/100) acres.
65. Tract of land in Lehman Township, purchased from
Charles D. Hazletine and wife by deed dated the 10th day of June,
1890, and recorded in Luzerne County in Deed Book 296, page 91.
Containing twenty-eight (28) acres.
66. Tract of land in Dallas and Lehman Townships, purchased
from Asa R. Holcomb and wife, by deed dated the 10th day of June,
1924, and recorded in Luzerne County in Deed Book 600, page 409.
Containing fifty (50) acres of land.
67. Tract of land in Lehman Township, purchased from
A. D. Hufford and wife, by deed dated the 22nd day of June, 1916,
and recorded in Luzerne County in Deed Book 510, page 555. Con-
taining one (1) acre and forty-six (46) perches.
68. Tract of land in Lehman Township, purchased from
Lovelia Hummel and husband, by deed dated the 25th day of Octo-
ber, 1910, and recorded in Luzerne County in Deed Book 466, page
557. Containing fifty (50) acres.
69. Tract of land in Lehman Township, purchased from
James W. Ide, by deed dated the 4th day of August, 1890, and
recorded in Luzerne County in Deed Book 296, page 72. Containing
eighty-five hundredths (85/100) acres.
70. Piece of land in Lehman Township, purchased from
David E. Ide, by deed dated the 4th day of August, 1890, and
recorded in Luzerne County in Deed Book 296, page 93. Containing
fifteen hundredths (15/100) of an acre.
71. Tract of land in Lehman, Plymouth and Jackson Townships,
purchased from John Jones and wife and Michael Bergin and wife,
by deed dated the 25th day of June, 1896, and recorded in Luzerne
County in Deed Book 352, page 477. Containing six hundred and
thirty-two (632) acres.
72. Tract of land in Lehman Township, purchased from
E. B. Lamoreux, by deed dated the 14th day of July, 1890, and
recorded in Luzerne County in Deed Book 296, page 88. Containing
twenty-eight and fifty-one hundredth (28 51/100) acres. Coal and
minerals reserved.
73. Tract of land in Lehman Township, purchased from
George Lamoreaux and wife, by deed dated the 31st day of May,
1924, and recorded in Luzerne County in Deed Book 602, page 371.
Containing eight and ninety-three hundredth (8 93/100) acres.
74. Tract of land in Lehman Township, purchased from
William A. Loughrey and wife and Charles F. McHugh, by deed dated
the 22nd day of January, 1917, and recorded in Luzerne County in
Deed Book 515, page 207. Containing Fifty (50) acres.
75. Tract of land in Lehman Township, purchased from
William A. Loughrey and wife, by deed dated March 1st, 1909, and
recorded in Luzerne County in Deed Book 456, page 556. Con-
taining one hundred (100) acres.
76. Tract of land in Lehman Township, purchased from
Ollie E. Masters and wife, by deed dated the 12th day of April,
1917, and recorded in Luzerne County in Deed Book 516, page 180.
Containing one and fifty-six hundredths (1 56/100) acres.
77. Tract of land in Lehman Township, purchased from
William J. Meeker and wife, by deed dated the 9th day of May,
1916, and recorded in Luzerne County in Deed Book 510, page 358.
Containing one hundred and fourteen (114) acres.
78. Tract of land in Lehman Township, purchased from
Harry S. Major and others, by deed dated the 8th day of May,
1917, and recorded in Luzerne County in Deed Book 515, page 578.
Containing fifty-six (56) acres.
79. Tract of land in Lehman Township, purchased from
Bert Miller, by deed dated the 8th day of September, 1915, and
recorded in Luzerne County in Deed Book 508, page 125. Con-
taining twenty-three and seventy-four hundredth (23 74/100)
acres.
80. Tract of land in Lehman Township, purchased from
M. J. Mulhall and wife by deed dated the 15th day of March, 1912,
and recorded in Luzerne County in Deed Book 482, page 562. Con-
taining four (4) acres.
81. Tract of land in Dallas Borough and Lehman Township, pur-
chased from Abram Nesbit, by deed dated the 18th day of August,
1904, and recorded in Luzerne County in Deed Book 432, page 453.
Containing forty-five (45) acres.
82. Tract of land in Lehman Township, purchased from
William Pollock and wife by deed dated the 23rd day of September,
1914, and recorded in Luzerne County in Deed Book 497, page 432.
Containing eighteen and fifty-one hundredth (18 51/100) acres.
83. Tract of land in Lehman Township, purchased from
J. J. Rogers and wife, by deed dated the 20th day of August,
1890, and recorded in Luzerne County in Deed Book 296, page 77.
Containing one-half (1/2) of an acre.
84. Tract of land in Lehman Township, purchased from
Frank L. Ruggles and wife, by deed dated the 18th day of January,
1912, and recorded in Luzerne County in Deed Book 477, page 477.
Containing fifty-nine (59) acres and one hundred and twenty-five
(125) perches.
85. Tract of land in Dallas Borough and Lehman Township, pur-
chased from Zebulon Rumage, by deed dated the 14th day of July,
1890, and recorded in Luzerne County in Deed Book 296, page 98.
Containing thirty-four and eighty-three hundredth (34 83/100)
acres. Also one other piece of land containing one hundred and
twelve (112) perches.
86. Tract of land in Lehman Township, purchased from
Jane A. Shoemaker and others, by deed dated the 9th day of Decem-
ber, 1921, and recorded in Luzerne County in Deed Book 572, page
90. Containing eighty (80) acres.
87. Tract of land in Lehman Township, purchased from
Aaron W. Sutton and wife, by deed dated the 9th day of August,
1915, and recorded in Luzerne County in Deed Book 508, page 125.
Containing twenty-one and twenty-nine hundredth (21 29/100)
acres.
88. Tract of land in Lehman Township, purchased from
Charles A. Van Buskirk and wife, by deed dated the 12th day of
January, 1918, and recorded in Luzerne County in Deed Book 518,
page 510. Containing eighty-one (81) acres and sixty-five (65)
perches.
89. Tract of land in Lehman Township, purchased from
William Walter, Sheriff, by deed dated the 14th day of May, 1894,
and recorded in Luzerne County in Deed Book 330, page 52. Con-
taining fifty (50) acres.
90. Tract of land in Lehman Township, purchased from
George Warmouth and wife, by deed dated the 4th day of January,
1917, and recorded in Luzerne County in Deed Book 515, page 207.
Containing thirteen (13) acres and forty-eight (48) perches.
91. Tract of land in Lehman Township, purchased from
Highley M. Wilcox, by deed dated the 8th day of September, 1890,
and recorded in Luzerne County in Deed Book 296, page 87. Con-
taining fifty-three hundredths (53/100) acres.
92. A one-fourth interest in two tracts of land in Lehman
Township, purchased from J. M. Wilcox, Guardian, by deed dated
the 10th day of December, 1892, and recorded in Luzerne County in
Deed Book 313, page 54. The first thereof containing forty-two
and six-tenth (42 6/10) acres; and the second thereof containing
fifty-three hundredths (53/100) of an acre.
93. Two tracts of land in Lehman Township, purchased from
Benjamin F. Winters and wife, et al, by deed dated the 14th day
of December, 1908, and recorded in Luzerne County in Deed Book
452, page 440. The first thereof containing twenty-five (25)
acres, forty-two and one-half (42 1/2) perches; and the second
thereof containing twenty-one and seven-eighth (27 7/8) acres.
The interest of Annie H. Winters in said two tracts, also having
been conveyed to The Spring Brook Water Supply Company, by deed
dated the 15th day of December, 1908, and recorded in Luzerne
County in Deed Book 456, page 558.
94. Two tracts of land situated in Lehman Township, purchased
from George Lamoreaux and wife by deed dated the 19th day of
July, 1925, and recorded in Luzerne County in Deed Book 622, page
561. The first containing one and twenty-eight hundredths (1.28)
acres, the second containing five and seven-hundredths (5.07)
acres.
95. Tract of land in Lehman Township, purchased from
Joseph A. Rogers and wife, by deed dated the 22nd day of October,
1926, and recorded in Luzerne County in Deed Book 654, page 65.
Containing one and one-tenth (1 1/10) acres.
96. Tract of land situated in Lehman Township, purchased from
Jacob Winters and wife, by deed dated the 17th day of July, 1925,
and recorded in Luzerne County in Deed Book 622, page 563. Con-
taining twenty (20) acres.
97. Two tracts of land in Lehman Township, purchased from
Peter Rajoefski and wife, by deed dated the 25th day of June,
1927, and recorded in Luzerne County in Deed Book 662, page 101.
Each containing fifty (50) acres.
98. Tract of land in Lehman Township, purchased from Mary Ide
and Russel Ide and wife, by deed dated the 20th day of June,
1927, and recorded in Luzerne County in Deed Book 662, page 118,
containing fifty-two (52) acres. Mineral rights reserved.
99. Tract of land in Lehman Township, purchased from
William J. Meekers by deed dated the 29th day of April, 1927, and
recorded in Luzerne County in Deed Book 662, page 92, containing
eight and ninety-five hundredths (8 95/100) acres.
100. Tract of land in Newport Township, purchased from the
Lehigh & Wilkes-Barre Coal Company, by deed dated the 16th day of
June, 1893, and recorded in Luzerne County in Deed Book 318, page
433. Containing fourteen and seventy-five hundredths (14 75/100)
acres. Coal and minerals reserved.
101. Tract of land in Pittston Township, purchased from
A. B. Brown and wife, by deed dated the 22nd day of June, 1918,
and recorded in Luzerne County in Deed Book 523, page 63. Con-
taining one hundred and twenty-one (121) acres.
102. Tract of land situated in Plains Township, purchased
from Hillside Coal and Iron Company by deed dated the 5th day of
November, 1926, and recorded in Luzerne County in Deed Book 655,
page 7, containing twenty-three and three-tenths (23.3) acres.
103. Tract of land situated in Pittston Township, purchased
from Ernest Renfer and wife, by deed dated the 28th day of April,
1925, and recorded in Luzerne County in Deed Book 626, page 9,
containing thirteen thousand and fifty (13,050) square feet.
104. Five parcels of land in the City of Pittston lying be-
tween the Lehigh Valley Railroad and the Susquehanna River, all
of which lie between the Fort Jenkins Bridge and the Water Street
Bridge: the first purchased from Pennsylvania Coal Company, by
deed dated the 1st day of January, 1902, and recorded in Luzerne
County in Deed Book 403, page 274, containing forty seven one
hundredths (0.47) acres; the second purchased from Pennsylvania
Coal Company by deed dated the 20th day of March, 1858, and
recorded in Luzerne County in Deed Book 76, page 498, containing
thirteen one-hundredths (0.13) acres; the third purchased from
William S. Reddin Estate by deed dated the 27th day of March,
1874, and recorded in Luzerne County Deed Book 176, page 340,
containing two parcels of land, the first thereof containing
three thousand one hundred and eighty five (3,185) square feet
and subsequently conveyed in its entirety to John F. Flannery and
P. F. Joyce by deed dated the 16th day of November, 1905 and
recorded in Luzerne County Deed Book 426, page 506, the second
thereof containing thirty one thousand three hundred and nine
(31,309) square feet of land a part sixteen thousand nine hundred
and fifty nine (16,959) square feet of which was subsequently
conveyed to Pittston Gas and Light Company, by deed dated the
29th day of October, 1874, and recorded in Luzerne County Deed
Book 186, page 524, leaving a residue of thirty three one
hundredths (0.33) acres; the fourth and fifth purchased from
Pennsylvania Coal Company by deed dated the 10th day of February,
1880, and the 28th day of May, 1888, respectively, neither of
which is recorded and by a confirming deed dated the 24th day of
November, 1915, and recorded in Luzerne County Deed Book 507,
page 393, which last mentioned deed states that it is a con-
firming deed issued at the request of the Grantee therein to
complete their record title as the original deeds have become
lost or mislaid, the first mentioned deed conveying two parcels
of land containing thirteen thousand two hundred (13,200) square
feet and three thousand nine hundred and ten (3,910) square feet
of land, respectively, the latter of which was subsequently con-
veyed to M. N. Donnelly by deed dated November 12, 1909, and
recorded in Luzerne County Deed Book 459, page 515, the second
mentioned deed conveying twenty three thousand (23,000) square
feet of land of which 10,800 square feet were conveyed to the
Treasurer of St. John's Lodge No. 233, F.&A.M., et al, by deed
dated the 14th day of July, 1916, recorded in Luzerne County Deed
Book 514, page 119, leaving a residue in said parcels purchased
from said Pennsylvania Coal Company of twenty-five thousand four
hundred (25,400) square feet of land.
105. Tract of land in the City of Pittston, purchased from
Max Galland and wife and Seligman J. Strauss and wife, by deed
dated the 14th day of March, 1916, and recorded in Luzerne County
in Deed Book 510 at Page 291. Containing one (1) acre. Coal and
other minerals reserved.
106. A lot of land in the City of Pittston, purchased from
E. R. Troxell and wife, by deed dated the 24th day of January,
1908, and recorded in Luzerne County in Deed Book 447, page 279,
on which the Pittston office is erected. Coal and mineral
reserved.
107. Tract of land in Plains Township, purchased from
Julia A. Beaumont by deed dated the 26th day of July, 1871, and
recorded in Luzerne County in Deed Book 150, page 563. Con-
taining four (4) acres.
108. An interest in five tracts of land in Plains Township,
purchased from the Girard Trust Company, by deed dated the 17th
day of January, 1913, and recorded in Luzerne County in Deed Book
493, page 280, for various interests as specified in the deed.
The first tract containing two hundred and six (206) acres; the
second containing thirty-eight and two-tenths (38 2/10) acres;
the third containing eighty and five-tenth (80 5/10) acres; the
fourth containing eighty-six and fourteen hundredth (86 14/100)
acres; and the fifth containing eighty-six and sixty-eight
hundredth (86 68/100) acres; excepting and reserving a right of
way thereto given to the Lehigh Valley Railroad Company. All
coal and minerals reserved.
109. Tract of land in Plains Township, purchased from the
Hillside Coal and Iron Company, by deed dated the 21st day of
July, 1897, and recorded in Luzerne County in Deed Book 364, page
552. Containing eight and twenty-six hundredths (8 26/100)
acres. Minerals reserved.
110. Tract of land in Plains Township, purchased from
John Welles Hollenback and wife, by deed dated November 14, 1892,
and recorded in Luzerne County in Deed Book 312, page 174. Con-
taining ten (10) acres and forty-one (41) perches. All coal and
minerals reserved.
111. Tract of land in Plains Township, purchased from
John Welles Hollenback and wife, by deed dated the 30th day of
May, 1901, and recorded in Luzerne County in Deed Book 401, page
184. Containing ninety-eight (98) acres and sixty-four (64)
perches. Coal and other minerals reserved.
112. Three tracts of land in Plains Township, purchased from
the Hudson Coal Company, by deed dated the 25th day of January,
1909, and recorded in Luzerne County in Deed Book 452, page 438.
The first thereof containing two and twenty-three hundredths (2
23/10) acres; the second containing eight-tenths (8/10) of an
acre; and the third containing seventy-seven hundredths (77/100)
of an acre. Coal and minerals reserved.
113. Tract of land in Plains Township, purchased from
John J. Inman and wife, by deed dated the first day of May, 1914,
and recorded in Luzerne County in Deed Book 494, page 526. Con-
taining twenty-three and forty-nine hundredth (23 49/100) acres.
114. Four tracts of land in Plains Township, purchased from
the Northern Coal and Iron Company, by deed dated the 25th day of
January, 1909, and recorded in Luzerne County in Deed Book 452,
page 434. The first thereof containing thirty-one and nine-tenth
(31 9/10) acres; the second containing twenty-one and two-tenth
(21 2/10) acres; the third containing nineteen and four-tenth
(19 4/10) acres; and the fourth containing five and sixteen
hundredth (5 16/100) acres; being the interest of the Northern
Coal and Iron Company in above tracts.
115. Two tracts of land in Plains Township, purchased from
the Northern Coal and Iron Company, by deed dated the 29th day of
May, 1909, and recorded in Luzerne County in Deed Book 458, page
263. The first tract containing two and eighty-five hundredth
(2 85/100) acres; and the second containing two and forty-eight
hundredth (2 48/100) acres. Coal and other minerals reserved.
116. Two tracts of land in Plains Township, purchased from
Anna M. Oliver and others, by deed dated the 6th of June, 1911,
and recorded in Luzerne County in Deed Book 475, page 489. Con-
taining, first, one hundred seventy-five (175) acres; and second,
eighty-three (83) acres. The right of way for a railroad
excepted; also all coal and minerals reserved.
117. Tract of land in Plains Township, purchased from
David L. Patrick, by deed dated the 25th day of April, 1885, and
recorded in Luzerne County in Deed Book 248, page 153; and of
William M. Marcy and wife, by deed dated the 15th day of May,
1885, and recorded in Luzerne County in Deed Book 195, page 251.
Containing five (5) acres and seventy-five (75) perches.
118. Two tracts of land in Plains Township, purchased from
Calvin Parsons and wife, and R. J. Flick and wife, by deed dated
the 25th day of January, 1887, and recorded in Luzerne County in
Deed Book 260, page 365. Containing in all about twenty-one (21)
acres.
119. Tract of land in Plains Township, purchased from
Martha B. Phelps and others, by deed dated the 21st day of
February, 1913, and recorded in Luzerne County in Deed Book 490,
page 222. Containing one hundred and forty-five (145) acres.
Coal and minerals reserved.
120. Tract of land in Plains Township, purchased from the
Provident Live and Trust Company, Executors and Trustees under
the will of Isaiah F. Everhart, by deed dated the 20th day of
December, 1915, and recorded in Luzerne County in Deed Book 511,
page 91. Containing forty and forty-two hundredths (40 42/100)
acres.
121. Tract of land in Plains and Jenkins Townships, purchased
from Henry H. Welles, Jr. and wife, by deed dated the 22nd day of
August, 1899, and recorded in Luzerne County in Deed Book 378,
page 25. Containing sixty-seven and five-tenth (67 5/10) acres.
Also a strip of land twenty (20) feet in width between the tract
last above referred to and the "Laflin Intake Dam".
122. Two tracts of land situated in Plains Township, pur-
chased from Trustees under the will of Lawrence Myers by deed
dated the 14th day of July, 1925, and recorded in Luzerne County
in Deed Book 643, page 30. The first containing 6.93 acres, the
second containing 0.65 acres. Coal and minerals reserved.
123. Tract of land in Plymouth Township, purchased from
Margaret E. Blankeslee by deed dated the 24th day of April, 1879,
and recorded in Luzerne County in Deed Book 215, page 241. Con-
taining forty-eight (48) acres, excepting and reserving 7.3 acres
conveyed to Ann J. Kocker by deed dated August 8, 1903 recorded
in Luzerne County Deed Book 470, page 325, and 5.6 acres con-
veyed to W. H. Moyer by deed dated January 25, 1888, recorded in
Luzerne County Deed Book 274, page 230.
124. Lot of land in West Nanticoke, Plymouth Township, pur-
chased from James Butler and wife, by deed dated the 4th day of
August, 1897, and recorded in Luzerne County in Deed Book 373,
page 487. Containing about one-half (1/2) of an acre.
125. Lot of land in West Nanticoke, Plymouth Township, pur-
chased from James Butler and wife, by deed dated the 25th day of
September, 1897, and recorded in Luzerne County in Deed Book 396,
page 299. Containing one-half (1/2) acre.
126. Tract of land in Plymouth and Jackson Townships, pur-
chased from Hendrick B. Cease and wife by deed dated October 24,
1910, and recorded in Luzerne County in Deed Book 470, page 72.
Containing Eighty-three and One-half (83 1/2) acres more or less.
127. Four tracts of land purchased from Morgan A. Cease and
wife, by deed dated November 4, 1911, and recorded in Luzerne
County in Deed Book 480, page 315. The first thereof situated in
Plymouth and Jackson Townships, containing two hundred and
twenty-four acres (224) and one hundred and twenty (120) perches;
the second thereof situated in Lehman Township, containing two
hundred and seven (207) acres and eighty (80) perches; the third
thereof situated in Lehman Township, containing one hundred and
three (103) acres and one hundred and thirty-five (135) perches;
and the fourth thereof containing sixty-seven (67) acres and
forty-five (45) perches, situated in Plymouth Township.
128. Tract of land in Plymouth Township, purchased from
John Cich and wife, by deed dated the 8th day of September, 1913,
and recorded in Luzerne County in Deed Book 493, page 291. Con-
taining three thousand (3,000) square feet of land.
129. Tract of land in Plymouth Township, purchased from
Edna Cannon Clements, et al, by deed dated the 1st day of June,
1914, and recorded in Luzerne County in Deed Book 497, page 424.
Containing seventy-one (71) acres. Coal and minerals reserved.
130. Tract of land in Plymouth Township, purchased from
John J. Davis and wife, by deed dated November 16, 1899, and
recorded in Luzerne County in Deed Book 389, page 500. Con-
taining 47.5 acres, excepting and reserving 6.5 acres conveyed to
D. W. Culp, by deed dated November 16, 1899, recorded in Luzerne
County Deed Book 389, page 500, and 12.44 acres conveyed to
Ann J. Kocker by deed dated August 8, 1903, recorded in Luzerne
County Deed Book 470, page 325. Coal and minerals reserved.
131. Two tracts of land in Plymouth Township, purchased from
Caroline Eddy and husband, by deed dated the 8th day of February,
1897, and recorded in Luzerne County in Deed Book 361, page 120.
The first thereof containing 48.15 acres, excepting and reserving
10.56 acres conveyed to Ann J. Kocker by deed dated August 8,
1903 and recorded in Luzerne County in Deed Book 470, page 325,
and 8.18 acres conveyed to M. H. Moyer by deed dated May 8, 1901
and recorded in Luzerne County in Deed Book 402, page 84; the
second thereof containing 82.11 acres, excepting and reserving
16.74 acres conveyed to Ann J. Kocker by deed dated August 8,
1903 and recorded in Luzerne County Deed Book 470, page 325.
Coal and minerals under both of said tracts reserved.
132. Tract of land in Plymouth Township, condemned as the
property of S. L. French and others, in the Court of Common Pleas
in Luzerne County No. 746, December Term, 1912. Containing
Thirteen (13) acres.
133. Tract of land in Plymouth Township, purchased from
Thomas A. Gummey and wife, by deed dated the 18th day of Novem-
ber, 1891, and recorded in Luzerne County in Deed Book 309, page
54. Containing 140.08 acres, excepting and reserving 50.45 acres
conveyed to Ann J. Kocker by deed dated August 8, 1903 and
recorded in Luzerne County Deed Book 470, page 325. Coal and
minerals reserved.
134. Tract of land in Plymouth Township, purchased from
William J. Jones and wife, by deed dated the 22nd day of March,
1913, and recorded in Luzerne County in Deed Book 487, page 375.
Containing fifty (50) acres. Coal and minerals reserved.
135. Tract of land in Plymouth Township, purchased from
A. W. Kline, by deed dated the 13th day of January, 1912, and
recorded in Luzerne County in Deed Book 477, page 491. Con-
taining forty-nine (49) acres and one hundred and two (102)
perches. Coal and minerals reserved. Also a right of way to the
land referred to over lands now or formerly of Peter Santee.
136. Tract of land in Plymouth Township, purchased from
Maxwell D. Lathrope, et al, by deed dated the 2nd day of Decem-
ber, 1895, and recorded in Luzerne County in Deed Book 344, page
550. Containing forty-three thousand two hundred twenty-seven
(43,227) square feet of land, together with a right of way to and
from said land across the "Maxwell Farm". All coal and minerals
reserved.
137. Tract of land in Plymouth and Jackson Townships, pur-
chased from Anning C. Leuder and wife by deed dated the 26th day
of June, 1905, and recorded in Luzerne County in Deed Book 426,
page 131. Containing twenty-five (25) acres.
138. Tract of land in Plymouth Township, purchased from
John Mazur and wife, by deed dated the 29th day of June, 1921,
and recorded in Luzerne County in Deed Book 555, page 261. Con-
taining one and nine-tenths (1 9/10) acres. Coal and minerals
reserved.
139. Tract of land in Larksville Borough and Plymouth
Borough, being a part of "Richard's Island", one-third of which
was purchased from Grizzie Y. Norris and husband, by deed dated
the 22nd day of July, 1908, and recorded in Luzerne County in
Deed Book 461, page 34. Containing thirty-three (33) acres and
eighty-seven (87) perches; two-thirds of which was purchased from
O. M. Lance and wife, by deed dated the 20th day of May, 1901,
and recorded in Luzerne County in Deed Book 397, page 545.
Mineral rights reserved.
140. Tract of land in Larksville Borough and Plymouth
Borough, purchased from Abram Nesbitt, by deed dated the 28th day
of March, 1901, and recorded in Luzerne County in Deed Book 397,
page 508, also part of "Richard's Island". Containing thirty
(30) acres and nine (9) perches.
141. Tract of land in Lehman Township, purchased from
Abram Nesbitt, by deed dated the 12th day of December, 1908, and
recorded in Luzerne County in Deed Book 456, page 557. Con-
taining four hundred and twenty (420) acres. Together with the
rights to a certain spring.
142. The surface or right of soil of a tract of land in
Plymouth Township, purchased from the Nottingham Coal Company, by
deed dated the 8th day of November, 1881, and recorded in Luzerne
County in Deed Book 227, page 82. Containing two (2) acres.
143. Tract of land in Plymouth Township, purchased from
Anthony Rinkiwisa and wife, by deed dated the 31st day of Octo-
ber, 1912, and recorded in Luzerne County in Deed Book 490, page
23. Containing thirty-two (32) acres.
144. An undivided five-twelfths interest in a tract of land
in Plymouth Township, purchased from Draper Smith, et al, by deed
dated the 7th day of November, 1877, and recorded in Luzerne
County in Deed Book 208, page 322. Containing four (4) acres
more or less. The interest herein conveyed pertaining to the
same land as in item 145 next following.
145. An undivided one-half interest in a tract of land in
Plymouth Township, purchased form the heirs of John Smith, by
deed dated the 27th day of December, 1877, and recorded in
Luzerne County in Deed Book 208, page 324. Containing three (3)
acres. Coal and minerals reserved.
146. Tract of land in Plymouth Township, purchased from
John B. Smith, by deed dated the 16th day of December, 1914, and
recorded in Luzerne County in Deed Book 501, page 439. Con-
taining two and four hundredths (2 4/100) acres. Coal and other
minerals reserved.
147. Tract of land in Plymouth Township, purchased from
Jane Van Loom, et al, by deed dated the 4th day of October, 1899,
and recorded in Luzerne County in Deed Book 397, page 229. Also
by deed of James G. Harvey, Sheriff, dated October 11th, 1900,
and recorded in Luzerne County in Deed Book 397, page 225. Said
tract containing forty-nine (49) acres and seventeen (17)
perches. Coal and minerals reserved.
148. Tract of land in Plymouth Township, purchased from
Anthony L. Williams, by deed dated the 21st day of March 1903,
and recorded in Luzerne County in Deed Book 405, page 560. Con-
taining six hundred (600) acres.
149. One-eighth interest in a tract of land in Plymouth Town-
ship, purchased from Harvey Yeager and others, by deed dated the
third day of November, 1920, and recorded in Luzerne County in
Deed Book 548, page 287. Containing six (6) acres and one hun-
dred and thirty-three (133) perches. Coal and minerals reserved.
150. Property in the Borough of Plymouth, purchased from the
First National Bank of Plymouth, by deed dated the 25th day of
August, 1916, and recorded in Luzerne County in Deed Book 510,
page 556. Containing lot and office building.
151. Tract of land in the Borough of Plymouth, purchased from
the Lehigh and Wilkes-Barre Coal Company, by deed dated the 2nd
day of March, 1894, and recorded in Luzerne County in Deed Book
349, page 130. Containing four thousand four hundred (4,400)
square feet. All coal and minerals reserved.
152. Tract of land in the Borough of West Pittston, purchased
from Abel Beynon and wife, by deed dated the 9th day of May,
1896, and recorded in Luzerne County in Deed Book 350, page 572.
Containing sixty-nine hundredth (69/100) acres.
153. Tract of land in the Borough of West Pittston, purchased
from B. C. Sayre and others, by deed dated the 7th day of May,
1896, and recorded in Luzerne County in Deed Book 350, page 477.
Containing one and forty-five hundredth (1 45/100) acres.
154. Tract of land in the Borough of West Pittston, purchased
from John A. Stone and wife, by deed dated the 29th day of June,
1896, and recorded in Luzerne County in Deed Book 352, page 372.
Containing one one hundredth (1/100) of an acre.
155. Lot of land in the Borough of West Wyoming, purchased
from Reuben Frantz and wife, by deed dated the 15th day of April,
1904, and recorded in Luzerne County in Deed Book 426, page 352,
said lot containing about two (2) acres.
156. Lot of land in the City of Wilkes-Barre, Penna., on
North Franklin Street, purchased from Dr. Josephine H. Finney and
husband, by deed dated the 13th day of May, 1909, and recorded in
Luzerne County in Deed Book 461, page 484.
157. Tract of land in the City of Wilkes-Barre, Penna., pur-
chased from John H. Lance, by deed dated the 5th day of December,
1912, and recorded in Luzerne County in Deed Book 488, page 304.
Containing one and four-tenth (1 4/10) acres of land. Coal and
other minerals reserved.
158. Lot of land in the City of Wilkes-Barre, Penna., on
North Franklin Street, purchased from Dr. Louise M. Stoeckel, by
deed dated the 12th day of May, 1909, and recorded in Luzerne
County in Deed Book 461, page 484, on which the general office
building of the Company is erected.
159. Tract of land in Wilkes-Barre Township, purchased from
the Lehigh and Wilkes-Barre Coal Company, by deed dated the 21st
day of November, 1894, and recorded in Luzerne County in Deed
Book 332 at Page 589. Containing one and thirty-seven hundredth
(1 37/100) acres. Coal and minerals reserved.
160. Twenty-six tracts of land situated in Townships of Bear
Creek, Fairview and Right, purchased from Charles Parrish, by
deed dated the first day of November, 1871, and recorded in
Luzerne County in Deed Book 164, page 169. The first containing
three hundred and ninety-nine (399) acres and thirteen (13)
perches, the Matthias Hollenback Warranty; the second containing
four hundred (400) acres, the Catherine Obershimer Warranty; the
third containing three hundred and eighty-nine (389) acres and
eighty-four (84) perches, the Elizabeth Obershimer Warranty; the
fourth containing two hundred and forty-five (245) acres, the
Catherine Bower Warranty; the fifth containing four hundred (400)
acres, the Robert Young Warranty; the sixth containing four
hundred (400) acres, the Lazarus Young Warranty; the seventh con-
taining four hundred (400) acres, the Phoebe Young Warranty; the
eighth containing four hundred (400) acres, the Eunice Sprague
Warranty; the ninth containing three hundred and ninety-five
(395) acres and forty (40) perches, the Thomas Wooley Warranty;
the tenth containing three hundred and ninety-nine (399) acres
and one hundred and twenty-two (122) perches, the William Foster
Warranty; the eleventh containing four hundred (400) acres, the
John Williams Warranty; the twelfth containing four hundred (400)
acres, excepting twenty-nine and ninety-three hundredth
(29 93/100) acres conveyed to Esther S. Norris, the Isaac Slocum
Warranty; the thirteenth containing one hundred and eighty-four
(184) acres, the Ebenezer Slocum Warranty; the fourteenth con-
taning three hundred and eighteen (318) acres and sixteen (16)
perches, the Benjamin Slocum Warranty; the fifteenth containing
three hundred and eighty-nine (389) acres and twenty-eight (28)
perches, the Rosanna Van Campen Warranty; the sixteenth con-
taining two hundred and seventy-eight (278) acres, the
John Van Campen Warranty; the seventeenth containing two hundred
and seventy-five (275) acres and one hundred and fourteen (114)
perches, the Robert Lenox Warranty; the eighteenth containing two
hundred and ninety-five (295) acres and one hundred and fifteen
(115) perches, the Joseph Slocum Warranty; the nineteenth con-
taining two hundred and eighty-one (281) acres and fifty-one (51)
perches, the Caspar Ingaller Warranty; the twentieth containing
eighty-seven (87) acres, the Elizabeth Heller Warranty; the
twenty-first containing two hundred and one (201) acres and one
hundred and twenty-three (123) perches, the John Foster Warranty;
the twenty-second containing two hundred and thirty-four (234)
acres and twenty-seven (27) perches, the James Foster Warranty;
the twenty-third containing four hundred (400) acres, the William
Williams Warranty; the twenty-fourth containing three hundred and
ninety-eight (398) acres and one hundred and forty (140) perches,
the Ezekiel Williams Warranty; the twenty-fifth containing two
hundred and four (204) acres and eighty-two (82) perches, the
Daniel Van Campen Warranty; the twenty-sixth containing sixty-six
(66) acres and one hundred and twenty-four (124) perches, the
John Inglar Warranty. All coal and minerals reserved in the
above twenty-six tracts of land.
161. Tract of land in Wright Township, purchased from
James Butler and wife, by deed dated the 29th day of December,
1904, and recorded in Luzerne County in Deed Book 434, page 140.
Containing fifty (50) acres. Coal and minerals reserved. Also
excepting a right of way sixteen and one-half (16 1/2) feet wide
for road across said tract.
162. Tract of land in Wright Township, purchased from
James Butler and wife, by deed dated the 25th day of February,
1905, and recorded in Luzerne County in Deed Book 430, page 202.
Containing two hundred and ninety-one and seventy-five hundredths
(291.75) acres. One-half coal and minerals reserved.
163. Tract of land in Wright Township, purchased from
James Butler and wife, by deed dated the 25th day of February,
1905, and recorded in Luzerne County in Deed Book 430, page 201.
Containing fifty (50) acres. Coal and minerals reserved.
164. Tract of land in Wright Township, purchased from
Henry Glass and Fannie L. Glass, by deed dated the 1st day of
October, 1907, and recorded in Luzerne County in Deed Book 443,
page 304. Containing four hundred and three (403) acres and
fifty-two (52) perches.
165. Two tracts of land in Lackawanna Township, Moosie
Borough and Pittston Township, purchased from James Butler and
wife, by deed dated the 8th day of December, 1897, and recorded
in Lackawanna County in Deed Book 173, page 128. The first tract
containing three hundred and sixty-four (364) acres; and the
second tract containing four hundred and five (405) acres. Coal
and minerals reserved.
166. Tract of land in Lackawanna Township, purchased from
James Butler and wife, by deed dated the 8th day of December,
1897, and recorded in Lackawanna County in Deed Book 271, page
529. Excepting and reserving 4.63 acres conveyed to
Rollin P. Crellin on August 31, 1901 by deed recorded in
Lackawanna County Deed Book 192, page 542. Containing five and
one-half (5 1/2) acres. Coal and minerals reserved.
167. Tract of land in Lackawanna Township, purchased from
Albert Lewis, by deed dated the 12th day of January, 1894, and
recorded in Lackawanna County in Deed Book 111, page 224. Con-
taining one hundred and fifty (150) acres.
168. Tract of land in Moosic Borough, purchased from the
Pennsylvania Coal Company, by deed dated the 14th day of Septem-
ber, 1888, and recorded in Lackawanna County in Deed Book 59,
page 188. Containing twenty-five (25) acres.
169. Tract of land in Moosic Borough, purchased from
James Butler and wife, by deed dated the 27th day of February,
1899, and recorded in Lackawanna County in Deed Book 175, page
176. Containing five and six-tenth (5 6/10) acres.
170. Tract of land in Moosic Borough, purchased from
James Butler and wife, by deed dated the 13th day of August,
1921, and recorded in Lackawanna County in Deed Book 192, page
441. Excepting and reserving 4.63 acres conveyed to
Rollin P. Crellin on August 31, 1901 by deed recorded in
Lackawanna County Deed Book 192, page 542. Containing five and
six-tenth (5 6/10) acres.
171. Tract of land in the Borough of Moosic, purchased from
the Lehigh Valley Coal Company, by deed dated the 22nd day of
September, 1911, and recorded in Lackawanna County in Deed Book
258, page 209. Containing sixteen and ninety-two hundredth
(16 92/100) acres. Mineral rights reserved.
172. Tract of land situated in the Borough of Moosic, pur-
chased from James Butler and wife, by deed dated the 25th day of
September, 1897, and recorded in Lackawanna County in Deed Book
173, page 125. Containing seven and seventy-six hundredth
(7 76/100) acres, excepting and reserving 1.76 acres as set forth
in such deed, and excepting and reserving 2.47 acres conveyed to
Annette Reynolds by deed dated June 21, 1899 and recorded in
Lackawanna Deed Book 173, page 171.
173. Tract of land in Ransom Township, purchased from
Rev. M. J. Hoban, by deed dated the 18th day of October, 1918,
and recorded in Lackawanna County in Deed Book 301, page 9. Con-
taining one and forty-six hundredth (1 46/100) acres.
174. Tract of land in Ransom Township, purchased from
James Holgate and wife, by deed dated the 16th day of April,
1906, and recorded in Lackawanna County in Deed Book 348, page
413. Containing thirty-two and five-tenth (32 5/10) acres. Coal
and minerals reserved.
175. Tract of land in Ransom Township, a half interest con-
veyed by the Lehigh Valley Coal Company by deed dated the 18th
day of October, 1909, and recorded in Lackawanna County in Deed
Book 349, page 143; and a half interest acquired by condemnation
proceedings under the right of eminent domain of record in the
Court of Common Pleas of Lackawanna County to Number 216, March
Term, 1905. Containing three hundred and forty-two (342) acres,
more or less. Coal and minerals reserved.
176. Tract of land in Ransom Township, purchased from the
Lehigh Valley Coal Company, by deed dated the 4th day of October,
1922, and recorded in Lackawanna County in Deed Book 327, page
423. Containing twenty-seven and four-tenth (27 4/10) acres.
Coal and minerals reserved.
177. Tract of land in Spring Brook Township, purchased from
Thomas F. Barrett and wife, by deed dated the 17th day of July,
1899, and recorded in Lackawanna County in Deed Book 175, page
105. Containing four hundred and forty-four (444) acres.
178. Two tracts of land in Spring Brook Township, purchased
from Earl Benjamin and wife, by deed dated the 3rd day of Octo-
ber, 1922, and recorded in Lackawanna County in Deed Book 327,
page 272; the first thereof containing thirty-five (35) acres;
and the second thereof containing one (1) acre.
179. Tract of land in Spring Brook Township, purchased from
George E. Benjamin and wife, by deed dated the 3rd day of Octo-
ber, 1922, and recorded in Lackawanna County in Deed Book 327,
page 272. Containing one hundred and fifty-nine and one half
(159 1/2) acres.
180. Tract of land in Spring Brook Township, purchased from
Dale Brothers and Company, Ltd., by deed dated the first day of
March, 1905, and recorded in Lackawanna County in Deed Book 212,
page 396. Containing fifty-four (54) acres and seventy-two (72)
perches; excepting and reserving right of way thereto granted to
the Wilkes-Barre and Eastern Railroad Company.
181. Three tracts of land in Spring Brook Township, purchased
from Dale Brothers and Company, Ltd., by deed dated the first day
of March, 1905, and recorded in Lackawanna County in Deed Book
212, page 399. The first tract containing one hundred and two
(102) acres; the second containing one hundred and two (102)
acres and one hundred and seven (107) perches; and the third,
twenty-six (26) acres and eleven and one-half (11 1/2) rods.
182. Two tracts of land in Spring Brook Township, purchased
from Morgan Davis and wife, by deed dated the 1st day of Decem-
ber, 1920, and recorded in Lackawanna County in Deed Book 309,
page 77; the first thereof containing eighty-one (81) acres; and
the second thereof containing fifty (50) acres.
183. Tract of land in Spring Brook Township, purchased from
Elizabeth B. Davis, by deed dated the 26th day of March, 1895,
and recorded in Lackawanna County in Deed Book 124, page 358.
Containing one hundred and thirteen (113) acres.
184. Eleven tracts of land in Spring Brook Township; a one-
half interest purchased from Isaac P. Hand and Edward S. Dolph,
Executors, by deed dated March 6, 1893, and recorded in
Lackawanna County in Deed Book 104, page 313; one half interest
purchased from the Spring Brook lumber Company, by deed dated
August 15, 1893, and recorded in Lackawanna County in Deed Book
104, page 259; the first containing four hundred (400) acres the
Timothy Brownson Warranty; the second containing four hundred
(400) acres, the Thomas Starr Warranty; the third containing
three hundred and seventy-one (371) acres, the Nathaniel Starr
Warranty and one hundred and twelve (112) acres less three (3)
acres belonging to George Randall, being part of Richard Gardner
Warranty; the fourth containing fifty-five and two-thirds
(55 2/3) acres, the Benjamin Heacock Warranty; the fifth con-
taining three hundred and eighteen (318) acres, the
Charles Bennett Warranty; the sixth being two parts of a larger
tract, consisting of two wedge shaped pieces, the Northern
most containing one hundred and two (102) acres, the Southern
piece containing one hundred and nine (109) acres and one hundred
and fourteen (114) perches, the Ishmael Bennett Warranty; the
seventh being the Southeasterly quarter of a tract containing one
hundred and seven (107) acres and seventy-nine (79) perches, the
Andrew Bennett Warranty; the eighth containing four hundred and
twenty-four (424) acres, more or less, the Sarah Richards War-
ranty; the ninth being part of a larger tract, containing three
hundred and eighteen (318) acres more or less, the David Richards
Warranty; the tenth being part of a larger tract, containing
three hundred and eighteen (318) acres, more or less, the
John Millett Warranty; the eleventh being three-fourths part of a
larger tract, containing three hundred and eighteen (318) acres,
more or less, the Andrew Millett Warranty.
Also six tracts of land in Spring Brook Township, purchased
from Isaac P. Hand and Edward S. Dolph, Executors, by deed dated
the 6th day of March, 1893, the record of which is referred to
above in this No. 184; the first containing one hundred and six
(106) acres, the Ishmael Bennett Warranty; the second containing
three hundred and forty (340) acres, the Jasper Ewing Warranty;
the third containing three hundred and seventy (370) acres, being
part of a larger tract in the Paul Baldy Warranty; the fourth
containing four hundred and forty and one-half (440 1/2) acres,
the Charles Hall Warranty; the fifth containing four hundred
(400) acres, more or less, the Samuel Young Warranty; the sixth
containing four hundred (400) acres, the John Kidd Warranty.
185. Tract of land in Spring Brook Township, purchased from
George Y. Haynes and wife, by deed dated the 21st day of Septem-
ber, 1923, and recorded in Lackawanna County in Deed Book 339,
page 7. Containing two (2) acres.
186. Tract of land in Spring Brook Township, purchased from
Alvin B. Kilmer and wife, by deed dated the 20th day of July,
1909, and recorded in Lackawanna County in Deed Book 182, page
89. Containing nine (9) acres.
187. Tract of land in Spring Brook Township, purchased from
Anna E. and Edward Lewis, by deed dated the 21st day of February,
1901, and recorded in Lackawanna County in Deed Book 194, page
251. Containing one hundred and ten (110) acres.
188. Tract of land in Spring Brook Township, purchased from
David D. Lewis, by deed dated the 30th day of April, 1896, and
recorded in Lackawanna County in Deed Book 139, page 18. Con-
taining forty-one (41) acres and one hundred and thirty-six (136)
perches.
189. Two tracts of land in Spring Brook Township, purchased
from Griffith Lougher, by deed dated the 24th day of August,
1911, and recorded in Lackawanna County, in Deed Book 255, page
333. The first tract containing one hundred and two (102) acres
and one hundred and fourteen (114) perches; and the second tract
containing fifty-one (51) acres and eighty (80) perches.
190. Tract of land in Spring Brook Township, purchased from
David II. Moses and wife by deed dated the 9th day of October,
1922, and recorded in Lackawanna County in Deed Book 324, page
269. Containing one hundred and seventy-five (175) acres and one
hundred and thirty-two (132) perches.
191. Tract of land in Spring Brook Township, purchased from
Cole B. Price and wife, by deed dated the 10th day of March,
1923, and recorded in Lackawanna County in Deed Book 317, page
241. Containing seventy-three (73) acres. Coal and other
minerals reserved.
192. Tract of land in Spring Brook Township, purchased from
David Richards and wife, by deed dated the 25th day of May, 1896,
and recorded in Lackawanna County in Deed Book 138, page 195.
Containing one hundred and two and one-half (102 1/2) acres.
193. Tract of land in Spring Brook Township, purchased from
Scranton Building and Loan Association, by deed dated the 22nd
day of October, 1909, and recorded in Lackawanna County in Deed
Book 237, page 605. Containing twenty-five (25) acres and sixty
(60) rods.
194. Tract of land in Spring Brook Township, purchased from
the Spring Brook Lumber Company, by deed dated the 15th day of
August, 1893, and recorded in Lackawanna County in Deed Book 104,
page 256. Containing one hundred and six (106) acres and one
hundred (100) perches. Coal and minerals reserved.
195. Tract of land in Spring Brook Township, purchased from
William H. Sturtevant and wife, by deed dated the 25th day of
August, 1897, and recorded in Lackawanna County in Deed Book 154,
page 325. Containing fifty-two (52) acres and forty-seven (47)
perches.
196. Tract of land in Spring Brook Township, purchased from
Albert Sutter and wife, by deed dated the 8th day of June, 1898,
and recorded in Lackawanna County in Deed Book 162, page 401.
Containing three (3) acres.
197. Tract of land in Spring Brook Township, purchased from
Richard D. Thomas and wife, by deed dated the 22nd day of Novem-
ber, 1910, and recorded in Deed Book 251, page 398, in Lackawanna
County. Containing Fifty-four (54) acres and Five (5) perches.
198. Tract of land in Spring Brook Township, purchased from
Daniel R. Thomas and wife, by deed dated the 22nd day of May,
1911, and recorded in Lackawanna County in Deed Book 247, page
491. Containing Fifty-seven (57) acres and One Hundred and
Thirty-six (136) perches.
199. Tract of land in Spring Brook Township, purchased from
Ira S. Turner and wife, by deed dated the 18th day of January,
1897, and recorded in Lackawanna County in Deed Book 147, page
419. Containing Thirty-eight (38) acres. Coal and other
minerals reserved.
200. Tract of land in Spring Brook Township, purchased from
L. A. Watres and wife, by deed dated the 18th day of December,
1890, and recorded in Lackawanna County in Deed Book 76, page
491. Containing One Hundred (100) acres.
201. Tract of land in Spring Brook Township, purchased from
Sarah A. Wagner, by deed dated the 1st day of March, 1919, and
recorded in Lackawanna County in Deed Book 290, page 578. Con-
taining Fifty (50) acres.
202. Seven-eighth interest in tract of land in Spring Brook
Township, purchased from E. J. Wildrick and others, by deed dated
the 7th day of December, 1900, and recorded in Lackawanna County
in Deed Book 187, page 251. Containing Fifty (50) acres.
203. Tract of land in Spring Brook Township, purchased from
Mary F. and David S. Williams, by deed dated the 22nd day of
June, 1922, and recorded in Lackawanna County in Deed Book 324,
page 73. Containing Fifty-nine (59) acres and Eighty-six (86)
perches.
204. Three tracts of land situated in Spring Brook Township,
purchased from John B. Aston by deed dated the 25th day of March,
1925, and recorded in Lackawanna County in Deed Book 351, page
295. The first containing Thirty-Three (33) acres, the second
containing Four (4) acres and the third containing Three and One-
tenth (3.1) acres.
205. Tract of land situated in Spring Brook Township,
acquired by right of eminent domain from Edward Flyte, in Court
of Common Pleas of Lackawanna County, No. 350, November Term,
1923, containing Thirty-Nine and Nine-tenths (39.9) acres.
206. Tract of land situated in Spring Brook Township, pur-
chased from John Haines and wife, by deed dated the 21st day of
September, 1923, and recorded in Lackawanna County in Deed Book
339, page 7, containing Fifty-seven (57) acres.
207. Tract of land situated in Spring Brook Township,
acquired by right of eminent domain from George Hughes, in Court
of Common Pleas of Lackawanna County, No. 23, June Term, 1921,
containing Fifty and Six-tenths (50.6) acres.
208. Tract of land situated in Spring Brook Township, pur-
chased from Eliza E. Taylor by deed dated the 13th day of Octo-
ber, 1926, and recorded in Lackawanna County in Deed Book 359,
page 434, containing Four Hundred and Thirty-five (435) acres.
209. Tract of land situated in Spring Brook and Pittston
Townships, purchased from Herbert L. Taylor, Jr., by deed dated
the 4th day of August, 1925, and recorded in Lackawanna County in
Deed Book 321, page 340, containing Twenty-three (23) acres and
Eighty (80) perches. (See 252 on p. 106)
210. Tract of land in Avoca Borough, deeded by New York and
Pittston Coal Company to Spring Brook Water Supply Company on
December, 9, 1886, and recorded in Lackawanna County in Deed Book
262, page 419. Containing 1.19 acres.
211. Tract of land in Dallas Township, deeded by Dime Bank
Title and Trust Company to Scranton-Spring Brook Water Service
Company on December 20, 1930, and recorded in Luzerne County Deed
Book 705, page 208. Containing 2.05 acres.
212. Tract of land in Hanover Township, deeded by
G. J. Llewellyn to Spring Brook Water Supply Company on Novem-
ber 11, 1899, and recorded in Luzerne County Deed Book 391, page
74. Containing 116 acres.
213. Tract of land in Hanover Township, deeded by
G. J. Llewellyn to Spring Brook Water Supply Company on Novem-
ber 11, 1899, and recorded in Luzerne County Deed Book 391, page
79. Containing 110 acres.
214. Tract of land in Hanover Township, deeded by
W. H. Marcy, et ux, to Spring Brook Water Supply Company on Octo-
ber 31, 1910, and recorded in Luzerne County Deed Book 466, page
558. Containing 110 acres.
215. Tract of land in Hanover Township, deeded by Lehigh Coal
and Navigation Company to Scranton-Spring Brook Water Service
Company on March 5, 1934, and recorded in Luzerne County Deed
Book 737, page 15. Containing 113.63 acres.
216. Tract of land in Hanover Township, deeded by Wilkes-
Barre and Hazleton Railroad Company to Scranton-Spring Brook
Water Service Company on March 24, 1942, and recorded in Luzerne
County Deed Book 818, page 317. Containing 6.8 acres.
217. Three tracts of land in Jackson and Lehman Townships,
deeded by Harry A. Scott, et ux, to Scranton-Spring Brook Water
Service Company on May 10, 1929, and recorded in Luzerne County
Deed Book 686, page 86. Containing .05 acres, .135 acres and
.175 acres, respectively.
218. Tract of land in Jackson and Lehman Townships, deeded by
Harry A. Scott, et ux, to Scranton-Spring Brook Water Service
Company on May 16, 1929, and recorded in Luzerne County Deed Book
686, page 85. Containing 0.53 acres.
219. Tract of land in Jackson Township, deeded by
Carrie R. Sturdevant to Scranton-Spring Brook Water Service Com-
pany on April 25, 1941, and recorded in Luzerne County Deed Book
809, page 103. Containing 10.32 acres.
220. Tract of land in Jenkins Township, deeded by Hillside
Coal and Iron Company, Pennsylvania Coal Company and Pittston
Company to Scranton-Spring Brook Water Service Company on Decem-
ber 19, 1932, and recorded in Luzerne County Deed Book 720, page
84. Containing 0.47 acres.
221. Tract of land in Jenkins Township, deeded by Plymouth
Excavating Company adn George and Catherine Hudak to Scranton-
Spring Brook Water Service Company on June 11, 1934, and recorded
in Luzerne County Deed Book 738, page 15. Containing 82.3 acres.
222. Tract of land in Jenkins Township, deeded by
Joseph Popple, et ux, to Scranton-Spring Brook Water Service Com-
pany on September 25, 1940, and recorded in Luzerne County Deed
Book 801, page 275. Containing 0.07 acres.
223. Tract of land in Jenkins and Plains Townships, deeded by
C. A. Smith, et ux, to Scranton-Spring Brook Water Service Com-
pany on March 31, 1943, and recorded in Luzerne County Deed Book
829, page 203. Containing 250 acres.
224. Tract of land in Kingston Township, deeded by Kingston
and Dallas Turnpike Company to Spring Brook Water Supply Company
on June 5, 1899, and recorded in Luzerne County Deed Book 386,
page 269. Containing 0.8 acres.
225. Tract of land in Laurel Run Borough, deeded by
Mary G. Lewis, et al, to Scranton-Spring Brook Water Service Com-
pany on September 26, 1929, and recorded in Luzerne County Deed
Book 699, page 21. Containing 11.68 acres.
226. Tract of land in Laurel Run Borough, deeded by Red Ash
Coal Company to Scranton-Spring Brook Water Service Company on
August 1, 1929, and recorded in Luzerne County Deed Book 686,
page 373. Containing 4.87 acres.
227. Tract of land in Lehman Township, deeded by
Elmer Lamoreaux to Spring Brook Water Supply Company on
October 27, 1914, and recorded in Luzerne County Deed Book 507,
page 70. Containing 0.1 acres.
228. Tract of land in Lehman Township, deeded by
Geo. J. Llewellyn to Spring Brook Water Supply Company on Decem-
ber 8, 1903, and recorded in Luzerne County Deed Book 415, page
285. Containing 28.3 acres.
229. Tract of land in Lehman Township, deeded by
James M. Wilcox, et al, to Wilkes-Barre Water Company on Decem-
ber 10, 1892, and recorded in Luzerne County Deed Book 313, page
54. Containing 42.6 acres.
230. Tract of land in Lehman Township, deeded by Rachel and
Clinton Brown to Spring Brook Water Supply Company on August 29,
1927, and recorded in Luzerne County Deed Book 659, page 511.
Containing 41.36 acres.
231. Tract of land in Lehman Township, deeded by
Luther M. Kniffen, Sheriff, to Scranton-Spring Brook Water Ser-
vice Company on October 13, 1933, and recorded in Luzerne County
Deed Book 730, page 285. Containing 71.57 acres.
232. Tract of land in Lehman Township, deeded by First
National Bank of Plymouth to Scranton-Spring Brook Water Service
Company on December 27, 1935, and recorded in Luzerne County Deed
Book 749, page 575. Containing 50 acres.
233. Tract of land in Lehman Township, deeded by
Della Pollock to Scranton-Spring Brook Water Service Company on
February 6, 1940, and recorded in Luzerne County Deed Book 790,
page 385. Containing 124.5 acres.
234. Tract of land in Lehman Township, deeded by Hanover
National Bank of Wilkes-Barre to Scranton-Spring Brook Water Ser-
vice Company on April 11, 1942, and recorded in Luzerne County
Deed Book 815, page 437. Containing 1/2 of Lot #18, Meeker Manor
Acres Allotment.
235. Tract of land in Lehman Township, deeded by
Hendrick B. Cease to Scranton-Spring Brook Water Service Company
on February 27, 1942, and recorded in Luzerne County Deed Book
8112, page 492. Containing 25.27 acres.
236. Tract of land in Lehman Township, deeded by
Frances B. Chase to Scranton-Spring Brook Water Service Company
on September 27, 1943, and recorded in Luzerne County Deed Book
833, page 353. Containing 2.6 acres.
237. Tract of land in Newport Township, deeded by Lehigh and
Wilkes-Barre Coal Company to Nanticoke Water Company on June 16,
1893, and recorded in Luzerne County Deed Book 318, page 432.
Containing 14.75 acres.
238. Tract of land in Pittston Township, deeded by
Isaac P. Hand, et al, to Spring Brook Water Supply Company on
March 6, 1893, and recorded in Luzerne County Deed Book 443, page
308, and Lackawanna County Deed Book 103, page 313. Containing
112 acres. Excepting and reserving therefrom 3 acres belonging
to Geo. Randall, his heirs or assigns.
239. Tract of land in Pittston Township, deeded by
Silas Randall, et ux, to Spring Brook Water Supply Company on
October 5, 1907, and recorded in Luzerne County Deed Book 443,
page 307. Containing 3 acres.
240. Tract of land in Pittston Township, deeded by
Emmett Broadhead to Spring Brook Water Supply Company on Septem-
ber 16, 1889, and recorded in Luzerne County Deed Book 286, page
413. Containing 30 acres. Excepting and reserving therefrom a
parcel containing 1 3/4 acres conveyed to Elias Thompson.
241. Two tracts of land Pittston Township, deeded by
Joseph P. Jennings, Trustee, to Scranton-Spring Brook Water Ser-
vice Company on February 12, 1941, and recorded in Luzerne County
Deed Book 806, page 155. Containing 3.181 acres and 2.42 acres,
respectively.
242. Tract of land in Plains Township, deeded by Northern
Coal and Iron Company to Spring Brook Water Supply Company on
January 25, 1909, and recorded in Luzerne County Deed Book 462,
page 434. Containing 13/16 interest in 5.16 acres.
243. Tract of land in Plymouth Borough, deeded by
Wm. B. Schaeffer, et ux, to Scranton-Spring Brook Water Service
Company on April 16, 1930, and recorded in Luzerne County Deed
Book 699, page 13. Containing 4287 square feet.
244. Tract of land in Plymouth Township, deeded by
Daniel W. Culp, et ux, to Spring Brook Water Supply Company on
Septenber 10, 1920, and recorded in Luzerne County Deed Book 548,
page 271. Containing 2.82 acres.
245. Tract of land in Plymouth Township, deeded by Warranty
Deed from Capt. Edward Jack Wilbraham to Scranton-Spring Brook
Water Service Company on October 3, 1930, and recorded in Luzerne
County Deed Book 700, page 489, and by Quit Claim from
John C. S. Rashleigh, et al, Executors, to Scranton-Spring Brook
Water Service Company on November 13, 1931, and recorded in
Luzerne County Deed Book 724, page 425. Containing 141 acres.
246. Tract of land in Plymouth Township, deeded by Glen Alden
Coal Company to Scranton-Spring Brook Water Service Company on
October 28, 1932, and recorded in Luzerne County Deed Book 724,
page 21. Containing 5.88 acres.
247. Tract of land in Plymouth Township, deeded by
Chas. A. Sickler, Trustee, to Scranton-Spring Book Water Service
Company on September 24, 1930, and recorded in Luzerne County
Deed Book 724, page 294. Containing 1600 square feet.
248. Tract of land in Wilkes-Barre Township, deeded by
B. W. Lewis, et al, to Crystal Spring Water Conpany on May 28,
1888, and recorded in Luzerne County Deed Book 339,page 424.
Containing 3 acres.
249. Tract of land in West Wyoming Borough, deeded by
Margaret E. Felts to Scranton-Spring Brook Water Service Company
on July 14, 1930, and recorded in Luzerne County Deed Book 698,
page 283. Containing 1788 square feet.
250. Tract of land in West Wyoming Borough, deeded by
Max Freedman, et ux, to Scranton-Spring Brook Water Service Com-
pany on August 30, 1930, and recorded in Luzerne County Deed Book
700, page 457. Containing 23,264 square feet.
251. Tract of land in Fairview Township, deeded by Lehigh
Coal and Navigation Company to Scranton-Spring Brook Water Ser-
vice Company on September 10, 1945, and recorded in Luzerne
County Deed Book 868, page 172. Containing 13,600 square feet.
252. One-half interest in three tracts of land in Clifton
Township, deeded by Spring Brook Lumber Company to Spring Brook
Water Supply Company on August 15, 1893, and recorded in
Lackawanna County Deed Book 104, page 259. Tracts contain 424
acres, 106 acres and 424 acres.
253. Seven tracts of land in Clifton and Spring Brook Town-
ships, deeded by Joseph P. Jennings, Trustee, to Scranton-Spring
Brook Water Service Company on July 15, 1940 and recorded in
Lackawanna County Deed Book 435, page 37. Containing 19.50,
9.77, 29.96, 4.33, 16.29, 1.26 and 5.10 acres, respectively.
254. Tract of land in Lackawanna Township, deeded by
J. J. Somers, et al, to Spring Brook Water Supply Company on
September 30, 1899, and recorded in Lackawanna County Deed Book
177, page 88. Containing 400 acres.
255. Tract of land in Moosic Borough, deeded by James Butler,
et ux, to Spring Brook Water Supply Company on June 20, 1901, and
recorded in Lackawanna County Deed Book 187, page 451. Con-
taining 0.17 acres. Excepting and reserving thereform a parcel
conveyed to Hudson Coal Company by deed dated February 9, 1918,
and recorded in Lackawanna County Deed Book 28, page 536.
256. Tract of land in Moosic Borough, deeded by
James F. Butler to Spring Brook Water Supply Company on Septem-
ber 1, 1898, and recorded in the Lackawanna County Court of
Common Pleas #264, Sept. Term 1898. Containing 5 3\4 acres.
Excepting and reserving a parcel conveyed to First Methodist
Episcopal Church on February 27, 1904, and recorded in Lackawanna
County Deed Book 216, page 134.
257. Tract of land in Moosic Borough, deeded by
Thomas Hailstone, et ux, to Spring Brook Water Supply Company, on
April 30, 1896, and recorded in Lackawanna County Deed Book 137,
page 78. Containing .032 acres.
258. Tract of land in Moosic Borough, deeded by Stark Land
Company of Spring Brook Water Supply Company on September 9,
1896, and recorded in Lackawanna County Deed Book 144, page 34.
Containing 1.55 acres. Excepting and reserving therefrom two
parcels, the first conveyed to Homer L. Warner on March 13, 1898,
and recorded in Lackawanna County Deed Book 159, page 475, and
the second conveyed to the Borough of Moosic on March 1, 1901,
and recorded in Lachawanna County Book 194, page 138.
259. Tract of land in Moosic Borough, deeded by Thomas Ford,
et al, to Spring Brook Water Supply Company on April 20, 1886,
and recorded in Lackawanna County Deed Book 37, page 528. Con-
taining 1.28 acres. Excepting and reserving therefrom parcel
conveyed to Wm. C. Monie on June 29, 1895.
260. Tract of land in Moosic Borough, deeded by James Butler,
et ux, to Spring Brook Water Supply Company on January 19, 1898,
and recorded in Lackawanna County Deed Book 173, page 131. Con-
taining 5.76 acres.
261. Tract of land in Moosic Borough, deeded by H. C. Hubler,
Trustee, to Spring Brook Water Supply Company on June 28, 1913,
and recorded in Lackawanna County Deed Book 268, page 259. Con-
taining 1.20 acres.
262. Tract of land in Moosic Borough, deeded by H. C. Hubler,
Trustee, to Spring Brook Water Supply Company on September 8,
1910, and recorded in Lackawanna County Deed Book 251, page 260.
Excepting and reserving therefrom parcel conveyed to
Geo. Griffiths on July 10, 1912, and recorded in Lackawanna
County Deed Book 262, page 21, and by Quit Claim Deed to
Vivian Whitehead on January 17, 1927, and recorded in Lackawanna
County Deed Book 362, page 357.
263. Tract of land in Moosic Borough, deeded by
Annette Reynolds to Spring Brook Water Supply Company on June 21,
1899, and recorded in Lackawanna County Deed Book 173, page 66,
and Lackawanna County Deed Book 171, page 573; and deeded by
Arthur Frothingham et ux, to Spring Brook Water Supply Company on
June 21, 1899, and recorded in Lackawanna County Deed Book 173,
page 449; and deeded by Arthur Frothingham, et ux to Scranton &
Spring Brook Railroad Company on June 21, 1899, and recorded in
Lackawanna County Deed Book 173, page 451; and deeded by
Annette Reynolds to Scranton and Spring Brook Railroad Company on
June 21, 1899, and recorded in Lackawanna County Deed Book 173,
page 68. Containing about 3-49/100 acres.
264. Tract of land in Moosic Borough, deeded by James Butler
to Spring Brook Water Supply Company on October 18, 1924, and
recorded in Lackawanna County Deed Book 350, page 16. Containing
15,000 square feet. Excepting and reserving therefrom 1,404
square feet conveyed to James Ward on March 5, 1925.
265. Tract of land in Moosic Borough, deeded by
E. I. Dupont De Nemours and Company to Scranton-Spring Brook
Water Supply Company on December 20, 1944, and recorded in
Lackawanna County Deed Book 452, page 194. Containing 14.3
acres.
266. Tract of land in Spring Brook Township, deeded by
Scranton Lackawanna Trust Company, et al, to Spring Brook Water
Supply Company on August 31, 1927, and recorded in Lackawanna
County Deed Book 369, page 134.
267. Tract of land in Spring Brook Township, deeded by
L. A. Watres to Spring Brook Water Supply Company on September 1,
1927, and recorded in Lackawanna County Deed Book 365, page 494.
268. Tract of land in Spring Brook Township, deeded by
Conrad J. Rechsteiner to Spring Brook Water Supply Company on
September 14, 1922, and recorded in Lackawanna County Deed Book
356, page 544. Containing 40 acres.
269. Tract of land in Spring Brook Township, deeded by
Chas. Robinson, Sheriff, to Spring Brook Water Company on Novem-
ber 17, 1890, and recorded in Lackawanna County Sheriff's Deed
Book 2, page 4. Containing 113 acres, 33 perches.
270. Tract of land in Spring Brook Township, deeded by
John Harris Chapman to Spring Brook Water Supply Company on
May 21, 1927, and recorded in Lackawanna County Deed Book 356,
page 565. Containing 100 1/2 acres.
271. Tract of land in Spring Brook Township, deeded by
John C. Hughes to Spring Brook Water Supply Company on April 18,
1928, and recorded in Lackawanna County Deed Book 367, page 576.
Containing 100-33/100 acres.
272. Tract of land in Spring Brook Township, deeded by
L. A. Watres to Spring Brook Water Company on December 18, 1890,
and recorded in Lackawanna County Deed Book 76, page 491. Con-
taining 20 acres.
273. Tract of land in Spring Brook Township, deeded by
Grace E. Cobb to Spring Brook Water Supply Company on October 1,
1927, and recorded in Lackawanna County Deed Book 356, page 558.
Containing 39-2/10 acres.
274. Tract of land in Spring Brook Township, deeded by
J. M. Rhodes to Spring Brook Water Supply Company on December 30,
1889, and recorded in Lackawanna County Deed Book 69, page 11.
Containing 105 acres, 44 perches.
275. Tract of land in Spring Brook Township, deeded by South
Scranton Building & Loan Association to Spring Brook Water Supply
Company on October 22, 1909, and recorded in Lackawanna County
Deed Book 237, page 605. Containing 25 acres, 60 perches.
276. Tract of land in Spring Brook Township, deeded by
B. F. White, et al, to Spring Brook Water Company on June 26,
1889, and recorded in Lackawanna County Deed Book 69, page 89.
Containing 444 1/2 acres.
277. Tract of land in Spring Brook Township, deeded by
Sarah T. Zacharias to Spring Brook Water Supply Company on
March 23, 1905, and recorded in Lackawanna County Deed Book 210,
page 348. Containing 104 acrs.
278. Tract of land in Spring Brook Township, deeded by
Albert Zacarias to Spring Brook Water Supply Company on April 11,
1905, and recorded in Lackawanna County Deed Book 210, page 347.
Containing 104 acres.
279. Tract of land in Spring Brook Township, deeded by
Lewis E. Flyte, et ux, to Scranton-Spring Brook Water Service
Company on August 8, 1942, and recorded in Lackawanna County Deed
Book 439, page 484. Containing 18-7/10 acres.
280. Tract of land in Eaton Township, deeded by James Butler
to Spring Brook Water Supply Company on September 30, 1897, and
recorded in Wyoming County Deed Book 46, page 473. Containing 9
acres.
Excepting, however, from the lien of this Indenture all
those certain tracts of land hereinafter described, which have
heretofore been sold by the Company or one of its predecessors,
and which constituted part of the foregoing tracts:
E-1. Tract of land in Luzerne County purchased from
Charles Parrish, by deed dated November 1, 1871, and recorded in
Luzerne County in Deed Book 164 at page 169, described as the
Matthias Hollenback Warranty, containing Three Hundred Ninety-
nine (399) acres and Thirteen (13) perches. (Being the first of
26 tracts described in No. 160 of Part II).
E-2. Tract of land in the Catherine Obershimer Warrant, con-
veyed to Lehigh Valley Railroad Company on May 9, 1905, and
recorded in Luzerne County Deed Book 422, page 590. Containing
2.75 acres. (Being part of the second of 26 tracts in No. 160 of
Part II).
E-3. Tract of land in the Isaac Slocum Warrant, deeded to
Mary E. Sharpe on March 17, 1896, and recorded in Luzerne County
Deed Book 355, page 45. Containing 96.25 acres. (Being part of
the 12th tract in No. 160 of Part II).
E-4. Tract of land in the Isaac Slocum Warrant in the Town-
ship of Fairview, County of Luzerne deeded to
Rt. Rev. William O'Hara on March 23, 1896, described as follows:
Beginning at a point where the "New Bear Creek Road" crosses the
south line of the Isaac Slocum Warrant; thence Northerly along
the west line of said road, about two hundred feet to a corner;
thence north eighty-four degrees fifteen minutes west, five
hundred and forty feet to a corner; thence south three degrees
thirty-one minutes west, two hundred feet to a corner on the
south line of the Isaac Slocum Warrant; thence along said line
south eighty-four degrees fifteen minutes east, about four
hundred and ninety feet to the place of beginning. Containing
2.36 acres. (Being part of the 12th tract in No. 160 of Part
II).
E-5. Tract of land in the Isaac Slocum Warrant, deeded to
Esther S. Norris, et al, on July 14, 1914, and recorded in
Luzerne County Deed Book 500, page 577. Containing 29.93 acres.
(Being part of the 12th tract in No. 160 of Part II).
E-6. Tract of land in the Isaac Slocum Warrant, deeded to the
Central Railroad of New Jersey on April 13, 1929, and recorded in
Luzerne County Deed Book 683, page 329. Containing 1.07 acres.
(Being part of the 12th tract in No. 160 of Part II).
E-7. Tract of land in the Isaac Slocum Warrant, deeded to
J. E. Patterson on October 23, 1882, and recorded in Luzerne
County Deed Book 232, page 458. Containing 32.25 acres. (Being
part of the 12th tract in No. 160 of this Part II).
E-8. Tract of land in the John Van Campen Warrent, deeded to
Michael Cross, et al, on November 12, 1943, and recorded in
Luzerne County Deed Book 833, page 521. Containing 1.08 acres.
(Being part of the 16th tract in No. 160 of this Part II).
E-9. Tract of land in the John Foster Warrant, deeded to
Mary E. Sharpe on March 17, 1896, and recorded in Luzerne County
Deed Book 355, page 45. Containing 13.75 acres. (Being part of
the 21st tract in No. 160 of this Part II).
E-10. Tract of land in the John Foster Warrant, deeded to
Central Railroad of New Jersey on April 13, 1929, and recorded in
Luzerne County Deed Book 683, page 329. Containing 1.77 acres.
(Being part of the 21st tract in No. 160 of this Part II).
E-11. Tract of land in the Ezekiel Williams Warrant, deeded
to George J. Llewellyn on January 17, 1896, and recorded in
Luzerne County Deed Book 349, page 10. Containing 9.5 acres.
(Being part of the 24th tract in No. 160 of this Part II).
E-12. The Daniel Van Campen Warrant, containing 204 acres and
82 perches, deeded to J. E. Patterson on October 23, 1882, and
recorded in Luzerne County Deed Book 232, page 458. (Being the
25th tract in No. 160 of this Part II).
----------------------
Excepting and reserving from the lien of this Indenture all
those certain tracts of land hereinafter described, which are not
used or useful in the business of the Company and are proposed to
be sold, and which constituted part of the tracts hereinbefore
described:
E-13. Tract of land in Avoca Borough, deeded by New York and
Pittston Coal Company to Spring Brook Water Supply Company on
December 9, 1886. Containing 1.19 acres. (Being No. 210 of Part
II).
E-14. Tract of land in Fairview Township, containing 24 acres
and 113 perches, purchased from James Butler and wife on Decem-
ber 29, 1904. (Being No. 13 of Part II).
E-15. Tract of land in Fairview Township, containing 59 acres
and 59 perches, purchased from James Butler and wife on Decem-
ber 29, 1904. (Being No. 14 of Part II).
E-16. Three tracts of land in Fairview Township purchased
from James Butler and wife on December 29, 1904. Containing in
all 61 acres and 25 perches. (Being No. 15 of Part II).
E-17. Tract of land in Fairview Township, containing 109
acres, deeded by James Butler and wife on December 29, 1904.
(Being No. 16 of Part II).
E-18. Tract of land in Fairview Township purchased from
James Butler and wife on December 29, 1904. Containing 24 acres.
(Being No. 17 of Part II).
E-19. Two tracts of land in Fairview Township purchased from
Henry Glass and Fannie L. Glass on October 1, 1907. (Being No.
19 of Part II). Containing in all 64 acres and 15 perches.
E-20. Tract of land in Kingston Township purchased from
Isaac C. Edwards and wife on December 24, 1896. Containing 5
acres. (Being No. 50 of Part II).
E-21. Five acres from the tract of land in Lehman Township
purchased from James Butler and wife on November 30, 1904, here-
tofore leased to Rulison Evans. (Being part of No. 59 of Part
II).
E-22. Tract of land in Larksville Borough and Plymouth Town-
ship, being part of "Richard's Island", purchased from
Grizzie Y. Norris and husband on July 22, 1908, and from
O. M. Lance and wife on May 20, 1901. Containing 33 acres and 87
perches. (Being No. 139 of Part II).
E-23. Tract of land in Larksville Borough and Plymouth Town-
ship purchased from Abram Nesbitt on March 28, 1901, containing
30 acres and 9 perches. (Being No. 140 of Part II).
E-24. Tract of land containing about two acres in the Borough
of West Wyoming purchased from Reuben Frantz and wife on
April 15, 1904. (Being No. 155 of Part II).
E-25. Tract of land in Moosic Borough deeded by
E. I. Dupont de Nemours & Company on December 20, 1944. Con-
taining 14.3 acres. (Being No. 265 of Part II).
E-26. Tract of land in the City of Scranton purchased from
Hyde Park Gas Company, being the same premises which Hyde Park
Gas Company purchased from Scranton Gas and Water Company and
from Roaring Brook Land Improvement and Sand Company and from the
Scranton Coal Company by deeds dated June 16, 1920 and
August 26, 1920, and recorded in Lackawanna County Deed Book
302, page 422, and in Deed Book 310, page 58, respectively. Con-
taining 8.86 acres. (Being No. 43 of Part I).
E-27. Tract of land situate in the village of Chinchilla,
Township of South Abington, County of Lackawanna and State of
Pennsylvania, bounded and described as follows, to wit:
Beginning at a point on the Westerly side of the State Highway
(U. S. Route No. 611), said point being distant thirty-three (33)
feet at right angles from the center line of said highway and
being a corner common to the land herein described and land of
Clarence E. Thomas and Anna M. Thomas; thence along the line of
land of said Clarence E. Thomas and Anna M. Thomas in a Westerly
direction about two hundred ninety-eight (298) feet to an iron
pin in the Easterly right-of-way line of the D.L. & W.R.R.;
thence along said right-of-way line in a southerly direction, by
a curve to the right, said curve having a radius of one thousand
seven hundred and nine (1,709) feet, a distance of three hundred
eighty-one and six-tenths (381.6) feet to concrete monument;
thence South six degrees fifty-two minutes East one hundred
ninety-two (192) feet to a concrete monument in line of aforesaid
Easterly right-of-way line and being a common corner to the land
herein described and land now or late of Catherine Bailey; thence
along land now or late of Catherine Bailey in an Easterly direc-
tion about four hundred six and five-tenths (406.5) feet to a
point on the westerly side of the aforesaid State Highway; and
thence along the Westerly side of the State Highway, parallel to
and thirty-three (33) feet distant from, the center line of said
highway, in a Northwesterly direction about four hundred seventy
(470) feet to the place of beginning. Containing four and
nineteen hundredths (4.19) acres more or less. (Being part of
one of the 66 tracts described in No. 1 of Part I).
E-28. All that certain piece or parcel of land situated in
the village of Chinchilla, Township of South Abington, County in
Lackawanna and State of Pennsylvania, bounded and described as
follows, to wit: Beginning at an iron pin on the Westerly side
of the Philadelphia and Great Bend Turnpike and in line of land
of Thomas H. Gowing; thence from said point South forty-three de-
grees nine minutes West about seven hundred fifty-two and six-
tenths (752.6) feet to an iron rail on the Easterly right-of-way
line of the D.L. & W.R.R., said rail being eighty (80) feet
radial to the curve of the center line of the East Bound track;
thence along the right-of-way line, parallel to and eighty (80)
feet distant from the center line of the East Bound track by a
curve to the right, having a radius of one thousand five hundred
thirty-two and seven-tenths (1,532.7) feet, in a northwesterly
direction about four hundred sixty-eight (468) feet to a monument
on the intersection of said Easterly right-of-way line of said
railroad and the southerly side line of a public road leading
from Chinchilla to Summit Lake; thence along the Southerly side
of last mentioned public road North sixty-eight degree thirty
minutes East two hundred forty-two (242) feet to an iron pin;
thence continuing along the Southerly line of aforementioned
Summit Lake Road and the Philadelphia and Great Bend Turnpike in
Northeasterly and Southeasterly directions, respectively, as the
said road is now defined on the ground, a distance of about two
hundred ninety (290) feet to an iron pin on the Westerly side of
said Turnpike; and thence along the Westerly side of said Turn-
pike the following two courses and distances, South thirty-nine
degrees four minutes East sixty (60) feet to an iron pin and
South forty-six degrees twenty seven minutes East sixty (60) feet
to the place of beginning. Containing three and eighty-five
hundredths (3.85) acres more or less. (Being part of one of the
66 tracts described in No. 1 of Part I).
E-29. Tract of land in Luzerne County, containing Two Hundred
and Forty-five (245) acres, described as the Catherine Bower War-
ranty. (Being the fourth tract described in No. 160 of Part II).
Provided, however, that in addition to the reservations and ex-
ceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, set over or
confirmed hereunder and are hereby expressly excepted from the
lien and operation of this Indenture, viz.: all bills, notes and
accounts receivable, cash on hand or in bank, judgments, con-
tracts, choses in action, operating agreements, existing leases
in which the Company is lessor and renewals thereof: all auto-
mobiles and other motor vehicles; all shares of stock and other
certificates or evidences in interest therein, and all bonds,
notes and other evidences of indebtedness or certificates of
interest therein and other securities now owned or hereafter
acquired or possessed by the Company (except securities or
obligations specifically subjected to the lien hereof or re-
quired to be pledged by the terms of this Indenture); all goods,
wares, merchandise, equipment, materials or supplies held or
acquired by the Company for the purpose of sale or resale or
leasing to its customers in the ordinary course and conduct of
its business or for the purpose of use or consumption in the
operation of any of its properties and all conditional sales
contracts, chattel mortgages or other contracts resulting from
the disposition thereof; and all lands now or hereafter used as
roads, streets, lanes or alleys; provided further, however, that
such property and rights shall (to the extent permitted by law)
cease to be so excepted in the event as of the date that the
Trustee or a receiver or trustee shall enter upon and take pos-
session of the mortgaged property in the manner provided in
Article 9 hereof.
To have and to Hold the same, unto the Trustee and its suc-
cessors and assigns forever;
Subject, however, to permitted encumbrances as hereinafter
defined, and, as to any property hereafter acquired by the Com-
pany, to any lien thereon existing, and to any liens for unpaid
portions of the purchase money placed thereon, at the time of
such acquisition, and also subject to the provisions of Article
12;
In Trust Nevertheless, upon the terms and trusts herein set
forth, for the equal and proportionate benefit and security of
all present and future holders of the bonds and coupons, issued
and to be issued under this Indenture, without preference,
priority, or distinction as to lien (except as any sinking, amor-
tization, improvement or other fund established in accordance
with the provisions of this Indenture or any indenture supplemen-
tal thereto may afford additional security for the bonds of any
particular series) of any of said bonds over any others thereof
by reason of series, priority in the time of the issue or nego-
tiation thereof, or otherwise howsoever, except as provided in
Section 4.02, it being intended that the lien and security hereby
created, of all of the bonds and coupons, shall take effect from
the date of the execution and delivery hereof, whether all of the
bonds shall actually be sold and disposed of and issued at such
date or at some later date, and that the lien and security of
this Indenture shall take effect from the date of the execution
and delivery hereof, as if all of said bonds were actually sold
and delivered, to, and in the hands of, innocent holders for
value, upon such date, and shall, in no manner, be altered,
impaired, or prejudiced by the creation of subsequent deeds or
mortgages by the Company, its successors or assigns, or by judg-
ments or liens of any form, in favor of creditors of the Company,
whether all of said bonds shall have been issued or not.
Provided, However, and these presents are upon the condition
that if the Company, its successors or assigns, shall pay or
cause to be paid unto the holders of said bonds the principal and
interest, and premium, if any, due or to become due in respect
thereof at the times and in the manner stipulated therein and
herein and shall keep, perform and observe all and singular the
covenants and promises in said bonds and in this Indenture
expressed to be kept, performed and observed by or on the part of
the Company, then this Indenture and the estate and rights hereby
granted shall cease, determine and be void, otherwise to be and
remain in full force and effect.
It Is Hereby Covenanted, Declared And Agreed by and between
the parties hereto that all bonds and the coupons (if any)
appertaining thereto are to be issued, authenticated, delivered
and held, and that all property subject or to become subject
hereto is to be held, subject to the further covenants, condi-
tions, used and trusts hereinafter set forth, and the Company,
for itself and its successors, doth hereby covenant and agree to
and with the Trustee, for the benefit of those who shall hold
said bonds and the coupons appertaining thereto, or any of them,
as follows:
ARTICLE 1
DEFINITIONS
Sec. 1.01. The terms hereinbelow in this Article 1 mentioned
shall, for all purposes of this Indenture and of any indenture
supplemental hereto and of any certificate, opinion or other
document filed with the Trustee, have the meanings herein speci-
fied, unless the context otherwise requires. Unless otherwise
defined in this Indenture, all terms used herein shall, for all
such purposed, have the meanings assigned to such terms in the
Trust Indenture Act of 1939. Wherever reference is made in this
Indenture to the Trust Indenture Act of 1939, reference is made
to such Act as in force on March 15, 1946, unless the context
otherwise requires.
Sec. 1.02. (a) The term "Company" shall mean and include not
only Scranton-Spring Brook Water Service Company, the party of
the first part hereto, but also any successor corporation which
shall become such in the manner hereinafter in Article 12 pre-
scribed.
The term "corporation" shall also include voluntary associa-
tions, joint stock companies, and business trusts of the form
commonly known at the date hereof as Massachusetts trusts.
(b) The term "obligor", when used with respect to bonds
issued or issuable under this Indenture, shall mean every person
is who is liable thereon.
(c) The term "affiliate" shall mean any person directly or
indirectly controlling or controlled by or under direct or indi-
rect common control with any such obligor. The terms "affili-
ated" and "affiliation" shall have meanings correlative to the
foregoing.
(d) The term "control" shall mean the power to direct the
management and policies of a person, directly or through one or
more intermediaries, whether through the ownership of voting
securities, by contract or otherwise.
(e) The term "person" shall mean an individual, a corpora-
tion, a partnership, an association, a joint stock company, a
trust, any unincorporated organization or a government or a
political subdivision thereof.
(f) The term "Trustee" shall mean Guaranty Trust Company of
New York, and shall include its successor or successors in trust
hereunder as provided in Article 13.
(g) The term "Original Trustee" shall mean Guaranty Trust
Company of New York.
(h) The words "bond", "bondholder" and "holder" shall include
the plural as well as the singular number, and the words "bond-
holder" and "holder" shall include both the bearer of a coupon
bond not registered as to principal and the registered owner of
fully registered bond without coupons or of a coupon bond regis-
tered as to principal. The term "bonds" or "bond" shall mean the
bonds or one of the bonds issued and to be issued under this
Indenture.
(i) The terms "herein", "hereby", "hereunder", "hereof",
"hereinbefore" and "hereinafter" and other equivalent words shall
be held and construed to refer to this Indenture and not solely
to the particular Article, section, or subdivision hereof in
which any such word is used.
(j) The term "this Indenture" or its equivalent shall be
deemed to include and mean, in addition to this instrument dated
as of March 15, 1946, each and every instrument which the Company
shall enter into with the Trustee pursuant to any requirement or
permission herein contained, and which shall be stated to be sup-
plemental to this Indenture.
(k) The terms "lien of this Indenture" and "lien hereof"
shall mean the lien created by these presents (including the
after-acquired property claused hereof) and the lien created by
any subsequent conveyance or delivery to or pledge with the
Trustee hereunder (whether made by the Company or any other cor-
poration or any individual or co-partnership) or otherwise
created, effectively constituting any property a part of the
security held by the Trustee for the benefit of the bonds out-
standing hereunder.
(l) The terms "mortgaged property" or "trust estate" shall
mean as of any particular time the property which at said time is
subject or intended to be subject to the lien of this Indenture.
(m) The term "water or gas utility system" shall mean a plant
or system, including any property used in connection therewith,
not constructed or erected by or for the Company, but which prior
to the purchase or acquisition thereof by the Company has been
used or operated by others than the Company in the business of
producing, manufacturing, transporting, transmitting, dis-
tributing or supplying water or gas.
(n) The term "supplemental indenture" or "indenture supple-
mental hereto" shall mean any indenture which may at any time be
entered into between the Company and the Trustee in accordance
with or pursuant to the provisions of this Indenture.
Sec. 1.03. (a) The term "additional bonds" shall mean bonds,
of any series, authorized hereunder other than those which shall
be duly authenticated and delivered pursuant to the provisions of
Section 3.01 (and other than bonds issued upon transfers or
exchanges or in lieu of mutilated, lost, stolen, or destroyed
bonds).
(b) The term "authorized newspaper", when used in connection
with the name of a particular city, shall mean a newspaper custo-
marily published on each business day, printed in the English
language and of general circulation in the city in connection
with which the term is used.
Whenever successive publications in an authorized newspaper
are required by any provision of this Indenture, such successive
publications may be made in the same or in different authorized
newspapers.
In case by reason of the temporary or permanent suspension of
publication of any newspaper, or by reason of any other cause, it
shall be impossible for the Company or the Trustee, as the case
may be, to make publication of any notice required hereby in a
newspaper or newspapers as herein provided, then such publication
in lieu thereof as the Trustee, or the Company with the approval
of the Trustee, shall make, shall constitute a sufficient publi-
cation of such notice. Such publication shall, so far as may be,
approximate the terms and conditions of the publication in lieu
of which it is given.
(c) The terms "Board", "Board of Directors" and "Directors"
shall each mean either the Board of Directors of the Company or
the Executive Committee of the Board of Directors of the Company.
Reference, without more, to action by the Directors shall mean
action either by the Directors of the Company as a Board or by
the Executive Committee of the Directors.
(d) The term "certified resolution" shall mean a copy of a
resolution or resolutions certified by the Secretary or an Assis-
tant Secretary of the Company, under its corporate seal, to have
been duly adopted at a meeting duly convened and held and at
which a quorum was present and acted thereon, and to be in full
force and effect on the date of such certification.
(e) The terms "application of the Company", "written order of
the Company", "written request of the Company", "written consent
of the Company", "certificate of the Company" and "statement of
the Company," shall mean, respectively, an application, order
request, consent, certificate or statement signed by the Presi-
dent or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Com-
pany. Any such application, order, request or consent may be
combined in a single instrument with any such certificate or
statement and, in so far as any such certificate (or application
or request, in case no separate certificate is herein provided
for) relates to conditions precedent provided for in this Inden-
ture (including any covenants compliance with which constitutes a
condition precedent) which relate to the authentication and
delivery of bonds hereunder, to the release or release and sub-
stitution of property subject to the lien of this Indenture, to
the satisfaction and discharge of this Indenture, or to any other
action to be taken by the Trustee at the request or on the appli-
cation of the Company, as the case may be, shall include, in
addition to the statements, if any, required by any other appli-
cable provision of this Indenture, the statements required by
paragraph (i) of this Section 1.03 to be included in a certifi-
cate or opinion furnished to the Trustee.
Any certificate or statement of the Company may be based, in
so far as it relates to legal matters, upon an opinion of, or
representations by, counsel, unless the officer or officers
signing such certificate or statement knows that the opinion or
representations with respect to the matters upon which said cer-
tificate or statement may be based as aforesaid are erroneous,
or, in the exercise of reasonable care, should have known that
the same were erroneous.
The same officer or officers of the Company, or the same engi-
neer or counsel or other person, as the case may be, need not
certify to all the matters required to be certified under the
provisions of any Article, section, subdivision or other portion
hereof, but different officers, engineers, counsel or other per-
sons may certify to different facts, respectively.
Where any person or persons are required to make, give or exe-
cute two or more applications, orders, requests, consents, cer-
tificates, statements or other instruments under this Indenture,
any such applications, orders, requests, consents, certificates,
statements or other instruments may, but need not, be consoli-
dated and form one instrument.
(f) The term "opinion of counsel" shall mean an opinion given
by counsel selected by the Company, who may be counsel for the
Company and which shall, in so far as relates to conditions
precedent provided for in this Indenture (including any covenants
compliance with which constitutes a condition precedent) which
relate to the authentication and delivery of bonds hereunder, to
the release or release or substitution of property subject to the
lien of this Indenture, to the satisfaction and discharge of this
Indenture, or to any other action to be taken by the Trustee at
the request or on the application of the Company, as the case may
be, include in addition to the statements, if any, required by
any other applicable provision of this Indenture, the statements
required by paragraph (i) of this Section 1.03 to be included in
a certificate or opinion furnished to the Trustee. Any opinion
of counsel may be based, in so far as it relates to factual mat-
ters with respect to which information is in the possession of
the Company, upon a certificate or opinion of, or representations
by, an officer or officers of the Company, unless such counsel
knows that the certificate or opinion or representations with
respect to the matters upon which his opinion may be based as
aforesaid are erroneous, or, in the exercise of reasonable care,
should have known that the same were erroneous.
(g) The term "engineer" shall mean any engineer, appraiser or
other expert, who may be an individual, co-partnership or corpo-
ration, appointed and paid by the Company and who may (except as
otherwise herein provided) be an officer or employee of the Com-
pany and the term "independent engineer" shall mean an engineer
appointed and paid by the Company and selected or approved by the
Trustee in the exercise of reasonable care and who (1) is in fact
independent; (2) does not have any substantial interest, direct
or indirect, in the Company or in any other obligor upon the
bonds or in any affiliate of the Company or of any such other
obligor; and (3) is not connected with the Company or any such
other obligor or any affiliate of the Company or of any such
other obligor as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar func-
tions.
(h) The term "accountant" shall mean any accountant or
accounting firm, who need not be certified or licensed or public,
appointed and paid by the Company and who may (except as other-
wise herein provided) be an officer or employee of the Company
and the term "independent public accountant" shall mean any cer-
tified or licensed public accountant or any firm of such
accountants appointed and paid by the Company and selected or
approved by the Trustee in the exercise of reasonable care and
who, or each of whom, (1) is in fact independent; (2) does not
have any substantial interest, direct or indirect, in the Company
or in any other obligor upon the bonds or in any affiliate of the
Company or of any such other obligor; and (3) is not connected
with the Company or any such other obligor or any affiliate of
the Company or of any such other obligor as an officer, employee,
promoter, underwriter, trustee, partner, director or person per-
forming similar functions, but who may be regularly retained to
make annual and other similar audits of the books of the Company,
any other obligor upon the bonds or any affiliate of either
thereof.
(i) Each certificate or opinion furnished to the Trustee with
respect to compliance with any condition or covenant provided for
in this Indenture, shall include (1) a statement that the person
making such certificate or giving such opinion has read such
covenant or condition and the definitions, if any, herein con-
tained relative thereto; (2) a brief statement as to the nature
and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person,
he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such person,
such condition or covenant has been compiled with. Any certifi-
cate of the Company or opinion of counsel which is herein
expressly required to contain a statement as to compliance with
conditions precedent shall also state that all conditions
precedent, if any, provided for in this Indenture relating to the
action to be taken by the Trustee upon the request or direction
in connection with which such certificate or opinion is fur-
nished have been complied with.
The acceptance by the Trustee of a certificate or opinion of
an engineer or accountant shall be sufficient evidence that the
signer or signers have been selected or approved by, or are
satisfactory to, the Trustee, as the case may be.
Each certificate by an independent engineer or accountant
shall state that the signer has read the definition herein con-
tained of an independent engineer or accountant, as the case may
be, and that the signer is independent within the meaning of such
definition.
(j) Except as herein elsewhere specifically required, no cer-
tificate or opinion as to compliance with conditions precedent
need be made by any person other than an officer or employee of
the Company as to (i) dates or periods not covered by annual
reports required to be filed by the Company, in the case of con-
ditions precedent which depend upon a state of facts as of a date
or dates or for a period or periods different from that required
to be covered by such annual reports, or (ii) as to the amount
and value of property additions, or (iii) as to the adequacy of
depreciation, maintenance or repairs.
(k) The terms "responsible officer" and "responsible offi-
cers" of the Trustee as used in Section 9.02, Section 9.16 and
Section 13.03 shall mean and include the Chairman of the Board of
Directors, the Chairman and Vice-Chairman of the Executive Com-
mittee of the Board, the President, every Vice President, every
Assistant or Second Vice-President, the Secretary, every Assis-
tant Secretary, the Cashier, every Assistant Cashier, the
Treasurer, every Assistant Treasurer, every Trust Officer and
Assistant Trust Officer, and every officer and assistant officer
of the Trustee, other than those above specifically mentioned, to
whom any corporate trust matter is referred because of his
knowledge of, and familiarity with, a particular subject.
(1) The terms "outstanding under this Indenture", "out-
standing hereunder", and "outstanding", when used with reference
to bonds, shall mean as of any particular time all bonds then and
theretofore authenticated and delivered under this Indenture
except (a) bonds canceled by or surrendered to the Trustee for
cancellation, at or prior to the particular time, (b) bonds for
the payment, retirement or redemption of which cash in the neces-
sary amount shall have thereto fore been deposited with the
Trustee in accordance with the provisions hereof (whether prior
to, upon or after the maturity or the redemption date of such
bonds) provided that if such bonds are to be redeemed prior to
the maturity thereof notice of such redempiton shall have been
given as in Article 5 hereof provided or waived, or provision
satisfactory to the Trustee made for giving such notice or
obtaining such waiver, (c) bonds in lieu of and in substitution
for which other bonds shall have been authenticated and delivered
pursuant to the terms of Section 2.11, and (d) bonds deposited
with or held by the Trustee under any of the provisions of this
Indenture, including any so held under any sinking, amortization,
improvement or other fund; provided that in determining the per-
centage of the principal amount of bonds outstanding or of bonds
of a particular series outstanding entitling the holders thereof
to take any action pursuant to any provision of this Indenture,
or in determining whether the holders of the required percentage
of the aggregate principal amount of bonds outstanding or of
bonds of a particular series outstanding have concurred in any
direction to the Trustee or in any consent pursuant to any provi-
sion of this Indenture, bonds owned legally or equitably by the
Company or by any other obligor upon the bonds or by any affili-
ate of the Company or of any such other obligor shall be dis-
regarded, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction or
consent, only bonds which the Trustee knows are so owned shall be
so disregarded. Bonds so owned which have been pledged in good
faith may be regarded as outstanding for any such purpose if the
pledgee shall establish to the satisfaction of the Trustee the
pledgee's right to vote such bonds and that the pledgee is not an
affiliate of the Company or of any such other obligor. In case
of a dispute as to such right, any decision by the Trustee taken
upon the advice of counsel shall be full protection to the
Trustee.
Sec. 1.04. The term "permitted encumbrances" shall mean as of
any particular time any of the following:
(a) Liens for taxes, assessments or governmental charges
for the then current year and taxes, assessments or governmen-
tal charges and liens for workmen's compensation awards and
similar obligations not then due and delinquent, and liens for
judgments in an amount not exceeding at any one time the sum
of $50,000 in the aggregate;
(b) Liens for taxes, governmental charges or assessments
already due by the validity of which is being contested as the
time by the Company in good faith pursuant to the provisions
of Section 4.05;
(c) Any liens, neither assumed by the Company nor on
account of which it customarily pays interest, existing
either, at the date hereof, or, as to property hereafter
acquired, at the time of acquisition by the Company, upon real
estate or rights in or relating to real estate acquired by the
Company for transmission, distribution or right of way
purposes;
(d) Easements or reservations in any property of the Com-
pany created for the purpose of roads, railroads, railroad
side tracks, water and gas transmission and distribution
mains, conduits, water power rights of the Commonwealth of
Pennsylvania or others, building and use restrictions and
defects of title to, or leases of, any parts of the mortgaged
property, which do not in the opinion of counsel materially
impair the use of the mortgaged property as an entirety in the
operation of the business of the Company;
(e) Undetermined liens and charges incidental to current
construction, including mechanics', laborers', materialmen's
and similar liens not delinquent;
(f) Any obligations or duties, affecting the property of
the Company, to any municipality or public authority with
respect to any franchise, grant, license or permit;
(g) Defects in titles to rights-of-way for transmission
and distribution mains in public or private property, provided
that the aggregate length of such rights-of-way in private
property as to which defects exist shall not exceed fifty (50)
linear miles;
(h) Rights reserved to or vested in any municipality or
public authority by the terms of any right, power, franchise,
grant, license or permit, or by any provisions of law, to
terminate such right, power, franchise, grant, license or per-
mit or to purchase or recapture or to designate a purchaser of
any of the property of the Company;
(i) Rights granted or created or burdens assumed by the
Company under the provisions of paragraph (5) of Section 8.05;
and
(j) Rights of tenants in possession in office buildings,
warehouses, garages and similar structures.
The term "prepaid lien" shall mean any prior lien securing
indebtedness for the purchase, payment, satisfaction or redemp-
tion of which moneys in the necessary amount shall have been
irrevocably deposited in trust with the Trustee or with the
trustee or other holder of the prior lien securing such indebted-
ness (whether prior to, upon or after the maturity or the redemp-
tion date of such indebtedness), provided that, if any such
indebtedness is to be redeemed prior to the maturity thereof,
notice of such redemption shall have been published or otherwise
given as required by the mortgage or other instrument securing
the same, or arrangements satisfactory to the Trustee shall have
been made for the giving of such notice.
The term "prior lien" shall mean a mortgage or other lien
(except permitted encumbrances) prior to the lien of this Inden-
ture, upon property hereafter acquired by the Company, existing
on said property and/or placed thereon to secure unpaid portions
of the purchase price, at the time of such acquisition.
The term "prior lien bonds" shall mean bonds or other obliga-
tions secured by a prior lien. "Outstanding" with respect to
prior lien bonds shall mean as of any particular time all prior
lien bonds theretofore authenticated and delivered by the trustee
or other holder of the prior lien securing the same, or, if there
be no such trustee or other holder, all prior lien bonds thereto-
fore issued under any such lien, except (a) prior lien bond
theretofore paid, retired, redeemed, discharged or canceled, (b)
prior lien bonds held in pledge hereunder, (c) prior lien bonds
held uncanceled by the trustee or other holder of a prior lien
(on the same property as that securing the prior lien bonds so
held) under conditions such that no transfer of ownership or
possession of such prior lien bonds by the trustee or other
holder of such prior lien is permissible thereunder except to the
Trustee hereunder to be held subject to the provisions of Article
7, or to the trustee or other holder of a prior lien for cancel-
lation or to be held uncanceled under the terms of a prior lien
under like conditions, (d) prior lien bonds for the purchase,
payment or redemption of which moneys in the necessary amount
shall have been deposited with or be held, with irrevocable
direction so to apply, by the Trustee hereunder or by the trustee
or other holder of a prior lien; provided that, in the case of
redemption, the notice required therefor shall have been given or
have been provided for to the satisfaction of the Trustee, and
(e) prior lien bonds upon transfer of which or in exchange or
substitution for and/or in lieu of which other prior lien bonds
have been authenticated and delivered or made and delivered under
any of the provisions of the prior lien securing such prior lien
bonds.
Sec. 1.05. The term "property additions" shall mean any new
or additional property (including separate and distinct units,
plants, systems and properties), located within the Commonwealth
of Pennsylvania, and improvements, extensions, additions or
betterments to or about the plants or properties of the Company
in said Commonwealth -- in every case properly chargeable to the
water or gas utility plant account of the Company, purchased,
constructed or otherwise acquired by the Company subsequent to
March 15, 1946, and in every case used or useful or to be used in
the business of impounding, storing, transmitting, producing,
manufacturing, transporting, distributing or supplying water or
gas for any and all purposes; provided however, that
(a) Property additions, as so defined, without limitation
of the general import of such term, shall include
(1) Improvements, extensions, additions or betterments
to or about the properties of the Company in the process of
construction or erection, in so far as actually constructed
or erected by the Company subsequent to March 15, 1946;
(2) Property purchased, constructed or otherwise
acquired by the Company, to renew, replace or in substitu-
tion of old, worn out, retired, discontinued or abandoned
property, the retirement of which has been credited to
water or gas utility plant account of the Company;
(3) Property acquired by the Company subject to prior
liens.
(b) Property additions, as so defined, shall not include:
(1) Any shares of stock, bonds, evidences in indebted-
ness, other securities, contracts, leases or chooses in
action;
(2) Going concern value or good will acquired by the
Company;
(3) Any plant or system in which the Company shall
acquire only a leasehold interest, or any improvements,
extensions or additions upon or to any plant or system in
which the Company shall own only a leasehold interest;
(4) Any property acquired, made or constructed by the
Company in keeping or maintaining the mortgaged property in
good repair, working order and condition, whose cost is not
properly chargeable to water or gas utility plant account;
(5) Any goods, wares, merchandise, equipment, materials
or supplies acquired for the purpose of sale or resale or
lease in the usual course of business or for the purposes
of consumption in the operation of any of the properties of
the Company;
(6) Any natural gas wells or natural gas leases or
natural gas transportation lines or other works or property
used primarily and principally in the production of natural
gas or its transportation up to the point of connection with
any distribution system.
The term "net property additions" shall at any particular time
mean the aggregate of all property additions up to that time at
the cost or fair value thereof to the Company (whichever is less)
after
(A) deducting (1) the aggregate amount of all property
retirements, as hereinafter defined, prior to the date of the
particular computation, and (2) a sum equal to one hundred
sixty-six and two-thirds per centum (166 2/3 %) of the princi-
pal amount of any outstanding prior lien bonds secured by a
lien on such property additions, which prior lien bonds have
not theretofore been deducted in computing the amount of
other net property additions which have been funded; and
(B) adding to the balance so arrived at an amount equal to
the aggregate of
(a) the cash and the principal amount of any purchase
money obligations then held by the Trustee hereunder, or by
the trustee or other holder of a prior lien, and repre-
senting the proceeds of insurance on or the release or sale
of or the taking by eminent domain of any property classi-
fied as retired prior to the date of the particular compu-
tation, and
(b) the amount of any cash which shall have been so
received by the Trustee, to the extent that such cash shall
theretofore have been used by the Trustee for the purpose
of purchasing and/or redeeming bonds in accordance with the
provisions of subdivisions (2) and (3) of Section 8.11 or
of paying any bonds at maturity, and the amount of any cash
so received by the trustee or other holder of a prior lien
and applied by it for the purpose of paying, purchasing
and/or redeeming indebtedness secured by such prior lien;
provided, however, that the aggregate of the amounts added under
Clause (B) above shall in no event exceed the amounts deducted
under Clause (A) above.
Anything herein contained to the contrary notwithstanding, any
property additions which shall have been certified to the Trustee
at any time as a basis for the authentication and delivery of
bonds or for the withdrawal of cash under any of the provisions
of this Indenture, or the basis of a credit taken under Section
4.10, or have been the subject of a waiver of the right to the
authentication and delivery of bonds under and to the extent pro-
vided in Section 4.16, and having a cost or fair value, whichever
shall be applicable under the respective provisions of this In-
denture, in excess of (1) the amount thereof required by the pro-
visions of this Indenture as a basis for the authentication and
delivery of the bonds applied for, or for the withdrawal of the
cash applied for, under any of the provisions of the Indenture
except Section 4.10 or Section 8.11, or as the basis of a credit
taken under Section 4.10, or (2) one hundred sixty-six and two-
thirds per centum (166 2/3%) of the principal amount of bonds the
authentication and delivery of which have been waived pursuant to
said Section 4.16, or (3) the amount which would be required by
the provisions of this Indenture as the basis for the withdrawal
of cash under Section 4.10 or Section 8.11 if net property addi-
tions where required to be shown under said Sections as the basis
for such withdrawal of cash, shall to the extent of such excess
be available upon any subsequent application as a basis for the
authentication and delivery of bonds or the withdrawal of cash
under any of the provisions if this Indenture, or the basis of a
credit taken under Section 4.10, or for an application for a
waiver under said Section 4.16. The amount of any such excess is
hereinafter sometimes referred to as the "unapplied balance of
property additions". Whenever any unapplied balance of property
additions is included in any engineer's certificate or certifi-
cate of the Company executed and delivered to the Trustee in con-
nection with the authentication and delivery of bonds hereunder
or the withdrawal of cash under any provision of this Indenture,
or the taking of a credit under Section 4.10, or a waiver under
Section 4.16, and if there are also included in such certificate
other property additions not embraced within the unapplied
balance of property additions, the amount of such unapplied
balance of property additions shall be deemed to be the amount
first utilized for the purpose for which such certificate shall
be executed and delivered, before the amount of the other
property additions included in such certificate shall be deemed
to be utilized for such purpose.
The term "property retirements" shall mean the cost of all
mortgaged property owned by the Company on March 15, 1946, the
cost of all funded property additions (except property additions
the fair value of which at the time the same became funded
property was less than the cost, in which latter case such fair
value shall be used in lieu of cost) which, in either case, shall
prior to the date of the particular computation and subsequent
to March 15, 1946 have been either retired or abandoned; but
shall not include the cost of property sold or taken by eminent
domain which had not, prior to such sale or taking, been classi-
fied as retirement pursuant to the covenant contained in the last
paragraph of Section 4.10, except to the extent that the cost of
such property sold or taken exceeds the proceeds of such sale or
taking.
The term "cost" as used herein shall mean:
(a) As to any property owned by the Company on March 15,
1946, the book value thereof as of that date (or the estimated
book value as of that date in the case of property the book
value of which is not specifically shown by the books of the
Company), without deducting therefrom applicable reserves for
depreciation and/or retirements as of that date; provided,
however, that in the event any regulatory body having juris-
diction shall require or approve a change in the book value of
any such property as shall not have, at or prior to the time
of such change, permanently ceased to be used or useful in the
business of the Company, the value as so changed shall be
treated as the book value as of March 15, 1946, not less, how-
ever, than the cash cost of such property to the person or
corporation (or their affiliates) first devoting such property
to public use;
(b) As to any property acquired after March 15, 1946, the
cost (estimated if not separately ascertainable) to the Com-
pany which shall be deemed to be the sum of (1) any cash
forming a part of such cost, (2) an amount equivalent to the
fair value (being the fair market value, if any, as of the
date of delivery) of any securities or the fair value of any
other property delivered in payment or exchange therefor or
for the acquisition thereof, (3) whichever shall be the lesser
of either (a) an amount equivalent to the principal amount of
any indebtedness (whether or not assumed by the Company)
secured by prior lien upon such property additions outstanding
at the time of, or reserved by the vendor or created by the
Company at the time of, the acquisition of such property or
(b) the aggregate of the amounts, if any, expended by the Com-
pany (exclusive of premium and accrued interest) to procure
the satisfaction or discharge of any such indebtedness or to
cause the lien securing the same to become a prepaid lien, and
(4) the principal amount of any unsecured indebtedness assumed
by the Company as part of the consideration for the acqiuisi-
tion thereof, or, if the amount be less, the amount actually
expended by the Company to secure the discharge thereof.
Sec. 1.06. The term "net earnings certificate" shall mean a
certificate signed and verified by an accountant or an indepen-
dent public accountant as provided in subdivision (6) of Section
3.06, stating (subject to the provisions of Section 12.04):
(A) The net earnings of the Company for any period of
twelve (12) consecutive calendar months within the fifteen
(15) calendar months immediately preceding the first day of
the month in which the application in connection with which a
net earnings certificate is required under this Indenture is
made, showing how the same have been calculated, and to that
end specifying
(1) The aggregate of the gross operating revenues
derived from the water and gas businesses of the Company;
(2) The aggregate of the operating expenses of such
businesses, including therein (a) administration expenses
other than those charged to capital account of surplus, (b)
taxes, other than income, profits and other taxes measured
by or dependent on net income for the determination of
liability in respect of which the amount payable by way of
interest is a deductible item, (c) assessments, rentals,
license charges and insurance, and (d) in lieu of the
amount actually expended for current repairs and mainte-
nance, and provision for reserved for renewals, replace-
ments, depreciation, depletion or retirement of property,
or provision for amortization of property, there shall be
included in such operating expenses an amount equal to the
sum of twelve and one-half per centum (12 1/2%) of the
gross water operating revenues and fifteen per centum (15%)
of the gross gas operating revenues, being the Standard of
Expenditure, as said term is defined in Section 4.10; but
excluding from such operating expenses any expenses or pro-
visions for interest on any indebtedness of the Company or
for any sinking or improvement or similar fund for the re-
tirement of any indebtedness or the amortization of debt
discount and expense;
(3) The net non-operating income of the Company; and
(4) The net operating revenue derived by the Company
from all sources other than the water and gas business of
the Company.
The net earnings of the Company shall be the sum obtained
by deducting the amount required to be stated in Clause (2)
above from the amount stated in Clause (1) and adding to the
balance so obtained the sum of the amounts stated in Clauses
(3) and (4); provided, however, that profits or losses
resulting from the sale or disposal of capital assets or
securities shall not be taken into account in the calculation
of net earnings; and provided further, that of the net
earnings of the Company not more than fifteen per centum (15%)
in the aggregate may consist of (a) net non-operating income,
and (b) net operating revenue from all sources other than the
water and gas businesses of Company; and in the event that
such income and revenue referred to in (a) and (b) shall in
the aggregate exceed fifteen per centum (15%) of such net
earnings then the amount of any such excess shall be sepa-
rately stated and shall, for the purposes of any net earnings
certificate under this Indenture, be excluded from the compu-
tation of net earnings; and
(B) The annual interest requirements upon (1) all bonds
outstanding hereunder at the date of such certificate, except
any bonds for the payment, retirement or redemption of which
the bonds then applied for are to be issued, (2) bonds then
applied for in the application in connection with which such
certificate is made and those applied for in any other pending
application, and (3) the principal amount of all other
indebtedness (except indebtedness secured by prepaid liens)
outstanding on the date of such certificate and secured by a
prior lien, except any indebtedness for the payment, retire-
ment or redemption of which the bonds then applied for are to
be issued.
If any of the property of the Company owned by it at the
time of the making of any net earnings certificate shall con-
sist of a plant or system (including any property used in con-
nection therewith) which shall have been acquired during or
after any period for which net earnings are to be computed,
the actual net earnings or net losses of such property (com-
puted in the manner specified in this Section for the computa-
tion of the net earnings of the Company, but eliminating all
intercompany items, if any) during such period or such part of
such period as shall have preceded the acquisition thereof, to
the extent that the same have not otherwise been included, and
unless such property shall have been acquired in exchange or
substitution for property the earnings of which have been
included, shall be treated as net earnings or net losses of
the Company for all purposes of this Indenture.
The term "repairs" as used in this Section shall include
all renewals which, in the ordinary practice of the companies
carrying on a business similar to that of the Company, are
charged to current maintenance, repairs, or other operating
expense account.
Sec. 1.07. The term "funded property" shall mean:
(1) All property owned by the Company on March 15, 1946,
and subjected or intended to be subjected to the lien of this
Indenture; and
(2) All property additions which shall have theretofore
been certified to the Trustee as a basis for the authentica-
tion and delivery of bonds or the withdrawal of cash or the
release of funded property under any of the provisions of this
Indenture, or the basis of a credit taken under Section 4.10
or used as the basis of a waiver under Section 4.16, except to
the extent, if any, of the unapplied balance of property addi-
tions.
Sec. 1.08. The term "funded prior lien bonds" shall mean any
prior lien bonds made the basis for the authentication and de-
livery of bonds or for the withdrawal of cash held by the Trustee
or for the release of funded property from the lien hereof under
any provision of this Indenture, or for which credit has been
taken under subdivision (3) of Section 4.10.
ARTICLE 2
FORM AND EXECUTION OF BONDS
Sec. 2.01. The aggregate principal amount of bonds which may
be secured by this Indenture shall be such aggregate principal
amount as may now or hereafter from time to time be authenticated
and delivered under the provisions hereof.
Nothing in this Indenture contained shall limit the power of
the Board of Directors (in conformity with applicable law) to fix
the price at which the bonds authenticated and delivered under
any of the provisions of this Indenture may be issued, exchanged,
sold, or disposed of, but any or all of said bonds may be issued,
exchanged, sold or disposed of upon such terms and for such con-
siderations as the Board of Directors may deem fit.
Sec. 2.02. At the option of the Company, the bonds issued
hereunder may be issued in one or more series. All bonds of any
one series shall contain in all respects the same provisions,
except for necessary or proper variations between temporary
bonds, coupon bonds and fully registered bonds without coupons or
bonds of different denominations and, in the case of bonds of any
series of serial maturity, as to date of maturity, rate of
interest, and the price, terms and conditions of redemption
thereof. The form of each series shall be distinguished by such
designation or descriptive title as the Board of Directors may
select for such series (which shall contain the words "First
Mortgage Bond"), and each bond issued hereunder shall bear upon
the face thereof the designation or descriptive title so selected
for the series to which it belongs. All bonds issued under this
Indenture shall be expressed to be payable as to principal and
interest in any coin or currency of the United States of America
which at the time of payment shall be legal tender for the pay-
ment of public and private debts.
The texts of the coupon bonds and of the fully registered
bonds without coupons appertaining to the coupon bonds, and of
the certificate of authentication of the Trustee upon all bonds,
shall be respectively substantially of the tenor and purport
hereinbefore recited, with such omissions, variations and inser-
tions as may be necessary or appropriate to make them conform to
provisions authorized in respect of the bonds of any series by
the Board of Directors and permitted by this Indenture; provided,
however, that (subject to the provisions of Section 2.03 with
respect to the bonds of the 2 7/8% Series due 1976) at the option
of the Company, from time to time expressed by resolution of its
Board of Directors:
(1) provision may be made in the bonds of any series per-
mitting exchange thereof for another bond or other bonds of a
different series, upon such terms and subject to such adjust-
ments as may be set forth in said resolution;
(2) provision may be made in any series of bonds for the
payment of the principal thereof or interest thereon, or both,
without deduction for any taxes whatsoever, or without deduc-
tion for certain specified taxes differing from those con-
tained in the bonds of any other series, and for the
reimbursement to the holders of bonds of specified taxes
assessed upon them by reason of their ownership of such bonds
or the receipt of income therefrom;
(3) the date or dates of issue, date or dates of maturity,
place or place of payment, rate of interest and interest pay-
ment dates of the bonds of each series issued hereunder from
time to time, other than the 2 7/8% Series due 1976 and the
terms and conditions, if any, of the purchase and/or redemp-
tion and/or convertibility thereof and/or of provisions in
regard to the establishment and application of any sinking,
amortization, improvement or other fund for the benefit of the
holders of the bonds of such series or of one or more other
series and/or such other terms and provisions as shall be not
inconsistent with the forms hereinabove set forth, shall be
fixed and determined in said resolution and provided in the
bonds when issued.
Before any bonds of any series, other than the 2 7/8% Series
due 1976 shall be authenticated and delivered hereunder, the Com-
pany shall execute and deliver to the Trustee a supplemental
indenture, in recordable form, containing the particulars of the
new series of bonds as above set forth and containing appropriate
provisions giving to such bonds the protection and security of
this Indenture.
Sec. 2.03. The bonds to be initially issued hereunder in an
aggregate principal amount of $23,500,000, referred to in Section
3.01, shall be of a series designated First Mortgage Bonds 2 7/8%
Series due 1976. All coupon bonds of the 2 7/8% Series due 1976
shall be dated as of March 15, 1946, and all bonds of the 2 7/8%
Series due 1976 shall mature March 15, 1976, and shall bear
interest at the rate of 2 7/8% per annum, payable semi-annually
on March 15 and September 15 in each year; the principal of and
interest on each such bond shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, and both principal and interest shall be payable in any
coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public
and private debts.
The bonds of said 2 7/8% Series due 1976 shall be redeemable
at any time, upon not less than thirty (30) nor more than sixty
(60) days' prior notice, in whole, or in part by lot, either at
the option of the Company, or pursuant to the requirements of
this Indenture, upon the terms and conditions hereinafter speci-
fied in Article 5 of this Indenture.
Bonds of the 2 7/8 % Series due 1976 are entitled to the bene-
fit of a Sinking Fund as provided in Section 4.23.
Said bonds shall be issued as coupon bonds in the denomination
of $1,000; and as fully registered bonds without coupons, in
denominations of $1,000 and multiples thereof from time to time
authorized by the Board of Directors.
Coupon bonds and fully registered bonds without coupons of the
2 7/8% Series due 1976 shall be registerable and interchangeable
at the office or agency of the Company in the Borough of Man-
hattan, The City of New York, in the manner and upon the terms
set forth in Section 2.05, upon payment of charges as required or
permitted by the provisions of Section 2.08.
Sec. 2.04. Bonds of any series other than the 2 7.8% Series
due 1976 issued pursuant to the provisions hereof may at the
election of the Board of Directors, expressed from time to time
by resolution, be executed, authenticated and delivered either as
coupon bonds and/or as fully registered bonds without coupons,
and in such denominations (not less than $100) as the Board of
Directors shall determine.
Every fully registered bond without coupons shall be dated as
of the date of its authentication and shall bear interest from
the interest payment date next preceding such date (except that
if any such bond shall be authenticated on any interest payment
date for bonds of such series it shall bear interest from its
date, and except that if any such bond shall be authenticated
prior to the first interest payment date for bonds of such series
it shall bear interest from the beginning of the first interest
period for bonds of such series, and except that any fully regis-
tered bond without coupons delivered on a transfer or exchange of
or in substitution for another bond or bonds shall bear interest
from the last preceding date to which interest shall have been
paid on the bond or bonds in respect of which such fully regis-
tered bond without coupons is delivered). The Company will pay
the interest on any fully registered bond without coupons only to
or upon the order of the owner registered on the Company's
books at the date interest is payable on such bonds, according to
the terms thereof.
Sec. 2.05. Whenever any coupon bond or bonds of any series
and of the same maturity, by the terms thereof exchangeable for
coupon bonds of the same series and maturity of other authorized
denominations, together with all unmatured coupons thereto
appertaining, shall be surrendered to the Company for exchange
for a like aggregate principal amount of coupon bonds of such
other authorized denominations of the same series and maturity,
the Company shall execute, and the Trustee shall authenticate,
and the Company shall deliver in exchange therefor a like aggre-
gate principal amount of coupon bonds of the same series and
maturity as the surrendered bond or bonds, of such other autho-
rized denominations, bearing all unmatured coupons.
Whenever the registered owner of any fully registered bond
without coupons, of any series, shall surrender the same to the
Company for transfer, consolidation or subdivision, together, in
case of a transfer, with a written instrument of transfer in form
approved by the Company or by the Trustee duly executed by such
registered owner or by his attorney duly authorized in writing,
the Company shall execute, and the Trustee shall authenticate,
and the Company shall deliver in exchange therefor a new fully
registered bond without coupons, or new fully registered bonds
without coupons, of the same series and maturity as the surren-
dered bond, of authorized denominations, for the same aggregate
principal amount.
Whenever any fully registered bond without coupons, by the
terms thereof exchangeable for a coupon bond or coupon bonds of
the same series and maturity, together with a written instrument
of transfer in form approved by the Company or by the Trustee
duly executed by the registered owner or by his attorney duly
authorized in writting, shall be surrendered to the Company for
exchange for one or more coupon bonds of the same series and
maturity, the Company shall execute, and the Trustee shall
authenticate, and the Company shall deliver in exchange therefor
a like aggregate principal amount of coupon bonds of the same
series and maturity as the surrendered bond, bearing all
unmatured coupons.
Whenever any coupon bond or bonds of any series and of the
same maturity, by the terms thereof exchangeable for a fully
registered bond or registered bonds without coupons, shall,
together with all unmatured coupons thereto appertaining, be
surrendered for exchange for a fully registered bond or fully
registered bonds without coupons, of authorized denominations,
the Company shall execute and the Trustee shall authenticate, and
the Company shall deliver in exchange therefore a fully regis-
tered bond without coupons, or fully registered bonds without
coupons, of the same series and maturity as the surrendered bond
or bonds, of such authorized denominations, for the same aggre-
gate principal amount.
Every such exchange of bonds of one denomination for bonds of
a different denomination or denominations or of coupon bonds for
fully registered bonds without coupons or of fully registered
bonds without coupons for coupon bonds, as provided in this
Section, shall be effected as aforesaid, and as may be necessary
to comply with the rules of any stock exchange on which such
bonds are listed, or to conform to usage with respect thereto.
In case at the time of any such exchange interest on the bonds
is in default, all coupon bonds surrendered for exchange and all
coupon bonds delivered in exchange shall have attached thereto
all matured coupons in default.
All bonds so surrendered for exchange and any coupons
appertaining thereto shall be cancelled by the Trustee.
Sec. 2.06. The holder of any coupon bond issued hereunder may
have the ownership thereof registered as to principal at the
office or agency of the Company in the Borough of Manhattan, The
City of New York (or in such other place as may be provided in
respect of a particular series), and such registration noted on
the bond. After such registration no transfer of said bond shall
be valid unless made of said office or agency by the registered
owner in person or by his attorney duly authorized in writing,
and similarly noted on the bond; but the same may be discharged
from registration by being in like manner transferred to bearer,
and thereupon transferability by delivery shall be restored; but
such bond may again from time to time be registered, or trans-
ferred to bearer as before. Such registration, however, shall
not affect the negotiability of the coupons, but every such
coupon shall continue to be transferable by delivery merely, and
shall remain payable to bearer.
All coupons attached to any bonds issued hereunder shall bear
the same designation as the bond to which they are attached, and
all bonds delivered as authorized in this Article in exchange for
outstanding bonds shall evidence the same debt as the bond or
bonds so surrendered.
Sec. 2.07. Any bond issued hereunder whether in fully regis-
tered or in coupon form and whether in temporary or definitive
form shall bear such numbers, letters or other marks of identifi-
cation or designation not inconsistent herewith, and may have
endorsed or printed thereon or included therein any legend or
legends required in order to comply with any law or with any
rules or regulations made pursuant thereto or with the rules or
regulations of any stock exchange or to conform to usage, and may
be endorsed with such legends or recitals in respect of the bond
or bonds for which it is exchangeable, as may be determined by
the Board of Directors and approved by the Trustee.
Sec. 2.08. Upon every exchange of coupon bonds for fully
registered bonds without coupons or for other coupon bonds, or of
fully registered bonds without coupons for coupon bonds or for
other fully registered bonds without coupons, and upon any trans-
fer of fully registered bonds without coupons, the Company may
make a charge therefor sufficient to reimburse it for, or pay,
any stamp or other tax or governmental charge required to be
paid, and in addition may charge a sum not exceeding $2 for each
bond of the denomination of $1,000 or more and $1 for each bond
of the denomination of less than $1,000, issued upon such
exchange or transfer, which sums shall be paid by the party
requesting such exchange or transfer as a condition precedent to
the exercise of such exchange or transfer privileges. No charge
except for taxes or governmental charges shall be made for the
registration or transfer of coupon bonds.
The Company shall not be required to make any exchange or
transfer of bonds for a period of ten (10) days next preceding
any interest payment date.
The Company shall not be required to make any exchange or
transfer of any bonds designated to whole or in part for redemp-
tion.
Sec. 2.09. All the bonds issued hereunder shall, from time
to time, be signed on behalf of the Company by its President or
Vice-President and its corporate seal shall be thereunto affixed
and attested by its Secretary or an Assistant Secretary. The
corporate seal of the Company may be affixed to any bond by
printing, engraving, lithographing, stamping or otherwise making,
placing or affixing upon such bond by any process whatever, an
impression, facsimile or other reproduction of said corporate
seal.
The coupons to be attached to coupon bonds shall bear the
facsimile signature of the present or any future Treasurer of the
Company, and the Company may adopt and use for that purpose the
facsimile signature of any person who shall have been such
Treasurer, notwithstanding the fact that he may not have been
such Treasurer at the date of any bond or that he may have ceased
to be such Treasurer at the time when any such bond shall be
actually authenticated and delivered.
In case any of the officers who shall have signed and sealed
any bonds or attested the seal thereon shall cease to be such
officer of officers of the Company before the bonds so signed and
sealed shall have been actually authenticated by the Trustee or
delivered by the Company, such bonds nevertheless may be exe-
cuted, authenticated and delivered with the same force and effect
as though the person or persons who signed or sealed such bonds
had not ceased to be such officer or officers of the Company; and
also any bond may be signed or sealed on behalf of the Company by
such person as at the actual date of the execution of such bond
shall be the proper officer of the Company although at the date
of such bond such person shall not have been such officer of the
Company.
Before authenticating any coupon bonds the Trustee shall cut
off and cancel and cremate all matured coupons thereon (except as
otherwise provided in Section 2.05 and Section 2.11).
Sec. 2.10. Until definitive bonds are ready for delivery, the
Company may execute, and the Trustee shall authenticate and
deliver in lieu of any thereof, temporary bonds of any denomina-
tion substantially in the form of the bonds hereinbefore
described, with or without coupons, and with appropriate omis-
sions, insertions and variations as may be appropriate for tem-
porary bonds, or as may be determined by the Company. Temporary
bonds may be issued without the provision entitling the holders
to register the bonds or a recital of specific redemption prices,
and may contain such reference to any provision of this Indenture
as may be appropriate. Such temporary bonds shall be exchangeable
for definitive bonds when ready for delivery. Until exchanged
for definitive bonds, such tempoary bonds shall be entitled to
the lien and benefit of this Indenture. Upon such exchange,
which the Company shall make without any charge therefor, such
temporary bonds shall be cancelled and may be destroyed by the
Trustee, and a certificate of such destruction shall be delivered
to the Company. Temporary bonds without coupons of any series
shall bear interest from the beginning of the current interest
period for bonds of that series in which such temporary bonds
without coupons shall be authenticated. When and as interest is
paid upon temporary bonds without coupons, the fact of such pay-
ment shall be noted thereon. Until such definitive bonds are
ready for delivery the holder of one or more temporary bonds may
surrender the same to the Trustee for cancellation, and shall be
entitled to receive temporary bonds of like aggregate principal
amount in such denominations indicated by him as may have been
authorized by the Board of Directors.
Sec. 2.11. In case any bond outstanding under this Indenture
and the coupons thereto appertaining (if any), shall become
mutilated or be lost, stolen or destroyed, then, on the terms
herein set forth, and not otherwise, the Company may issue, and
thereupon the Trustee shall authenticate and deliver, a new bond
of like tenor and date, and having attached corresponding coupons
(if any), in exchange and substitution for, and upon cancellation
of, the mutilated bond and coupons or in lieu of and substitution
for the same if lost, stolen or destroyed; or if any such lost,
stolen or destroyed bond or coupon shall have matured, or be
about to mature, instead of issuing a substituted bond or coupon
the Company may pay the same without surrender thereof. The
applicant for such payment or for a substituted bond and coupons
(if any) shall furnish to the Company and the Trustee evidence
satisfactory to each of them in their discretion of the loss,
theft or destruction of such bond and coupons alleged to have
been lost, stolen or destroyed, and of the ownership and authen-
ticity of such mutilated, lost, stolen or destroyed bond and
coupons (if any), and also indemnity in a sum deemed satisfactory
by the Company and the Trustee, having as surety thereon a
surety company satisfactory to the Company and the Trustee in
their discretion; and shall pay all expenses and charges of such
substitution, payment or exchange. Any indemnity bond shall name
as obligees the Company, the Trustee, and any registrar and any
paying agent. The Trustee may authenticate any such substituted
bonds and deliver the same with appurtenant coupons, or the
Trustee or any paying agent of the Company may make such payment,
upon the written request or authorization of any officer of the
Company, and shall incur no liability to anyone by reason of
anything done or omitted to be done by it in good faith and
without negligence under the provisions of this Section. All
bonds issued under this Indenture as held and owned upon the
express condition that the provisions of this Section are
exhaustive and shall exclude all other rights and remedies, any
law or statute now existing or hereafter enacted to the contrary
notwithstanding.
Any such duplicate bonds and coupons issued pursuant to this
Section in substitution for bonds or coupons alleged to be lost,
stolen or destroyed shall constitute original additional con-
tractual obligations on the part of the Company, whether or not
the bonds and coupons so alleged to be lost, stolen or destroyed
be at any time enforceable by anyone, and shall be equally
secured hereby and entitled to equal and proportionate benefits
with all other bonds and coupons issued hereunder in any moneys
or property at any time held by the Trustee for the benefit of
the bondholders.
Sec. 2.12. Only such bonds as shall bear thereon a certifi-
cate of authentication substantially in the form hereinabove
recited, executed by the Trustee, shall be secured by this
Indenture or be entitled to any lien, right or benefit hereunder.
No bond and no coupon thereunto appertaining shall be or become
valid or obligatory for any purpose until such certificate shall
be duly executed on such bond, and such authentication by the
Trustee upon any bond shall be conclusive evidence and the only
competent evidence that the bond so authenticated has been duly
authenticated and delivered hereunder and that such bond is en
itled to the benefits hereof.
ARTICLE 3
AUTHENTICATION AND DELIVERY OF BONDS
Sec. 3.01. Bonds of the 2 7/8% Series due 1976 described in
Section 2.03, in the aggregate principal amount of $23,500,000,
shall forthwith be executed by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered
(without awaiting the filing or recording hereof) in accordance
with the written order or orders of the Company.
Sec. 3.02. Bonds, in addition to those provided for in Sec-
tion 3.01, of said 2 7/8% Series due 1976 or of any one or more
other series, may from time to time be executed by the Company
and delivered to the Trustee and shall be authenticated by the
Trustee and delivered from time to time in accordance with the
written order or orders of the Company upon the basis of property
additions, but only in accordance with and subject to the condi-
tions, provisions and limitations set forth in the next suc-
ceeding four Sections of this Article, numbered Section 3.03 to
Section 3.06, both inclusive.
Sec. 3.03. No bonds shall be authenticated and delivered at
any time under the provisions of Section 3.04, Section 3.05 or
Section 3.06 upon the basis of funded property.
Sec. 3.04. Bonds of any one or more series shall be authen
ticated and delivered from time to time under the provisions of
this Article upon the basis of property additions included in a
computation of net property additions, to an aggregate principal
amount not exceeding sixty per centum (60%) of the amount of net
property additions as evidenced for the purposes of this Article
by the appropriate certificates provided for in Section 3.06.
Sec. 3.05. No bonds shall be authenticated and delivered upon
the basis of property additions unless as shown by a net earnings
certificate the net earnings of the Company for the period there-
in referred to shall have been in the aggregate at least equiva-
lent to two (2) times the annual Interest requirements as shown
by such net earnings certificate.
Sec. 3.06. No application by the Company to the Trustee for
the authentication and delivery of bonds hereunder upon the basis
of property additions shall be granted by the Trustee until the
Trustee shall have received:
(1) A certified resolution of the Board of Directors
requesting the Trustee to authenticate and deliver bonds, (a)
specifying the aggregate principal amount of bonds applied
for, the series and denominations thereof, and any other
matters with respect thereto required by this Indenture, and
(b) specifying the officer or officers of the Company to whom,
or upon whose written order, such bonds shall be delivered;
(2) A certificate of the Company stating that the Company
is not to the knowledge of the signers in default under any of
the provisions of this Indenture;
(3) An engineer's certificate made and dated not more than
sixty (60) days prior to the date of such application,
(A) showing the amount, if any, of the unapplied
balance of property additions included in the most recent
engineer's certificate, if any, theretofore filed with the
Trustee pursuant to this subdivision (3), Section 4.10,
Section 4.16, or Section 8.11; and stating the current fair
value to the Company, in the opinion of the signer, of such
unapplied balance of property additions, based upon a cur-
rent redetermination by the signer of the fair value to the
Company, in his opinion, of all the property additions
involved in the determination of such unapplied balance of
property additions; and in the case of property additions
of the nature described in subdivision (4) of this Section
3.06, there shall also be furnished to the Trustee a cer-
tificate of an independent engineer stating the fair value
to the Company of such property additions;
(B) specifying the property additions purchased, con-
structed or otherwise acquired by the Company since the
close of the period covered by the most recent certificate,
if any, referred to in the preceding Clause (A) (or, if no
such prior certificate has been filed, then since March 15,
1946); and stating whether, and if so to what extent, such
property additions consist of funded property; and as to
such property additions:
(a) describing such property additions in reasonable
detail and by classified fixed capital accounts then in
use by the Company; stating the cost thereof; stating
whether such property additions include any additional
tract or parcel of real estate; and stating that all
such property additions are property additions as
defined in Section 1.05;
(b) stating, except as to property additions ac-
quired, made or constructed wbolly through the delivery
of securities, or the transfer of other property, that
the amount of cash forming all or part of the cost
thereof was equal to or more than an amount to be stated
therein;
(c) briefly describing with respect to any such
property additions acquired, made or constructed in
whole or in part through the delivery of securities or
the transfer of other property, the securities or other
property so delivered or transferred and stating the
date of such delivery or transfer;
(d) stating the principal amount of any unsecured
indebtedness assumed by the Company as part of the con-
sideration for the acquisition of any of such property
additions, or, if the amount be less, the amount
actually expended by the Company to secure the discharge
thereof;
(e) specifying the nature and extent of all prior
liens, and the principal amount of all indebtedness
secured thereby, existing upon any of such property
additions at the time of the acquisition thereof, and
stating (1) which, if any, of such prior liens have, at
or prior to the date of the certificate, become prepaid
liens, or (2) whether any or all of the indebtedness
secured thereby has been satisfied or discharged, and
stating the aggregate of the amounts, if any, expended
(excluding any sums expended in respect of premium or
accrued interest) by the Company to procure the satis-
faction or discharge of any such indebtedness, or to
cause the liens securing the same to become prepaid
liens; and (3) if and to the extent that bonds applied
for are to be issued against property additions subject
to prior liens which have not become prepaid liens or
which have not been satisfied or discharged, then
stating that the engineer's certificate called for by
Section 4.16 has been filed with the Trustee with
respect thereto, and showing that the acquisition of
such property subject to a prior lien was permitted by
the provisions of said Section 4.16 and of Section 4.18;
(f) stating that there is no outstanding indebted-
ness of the Company or of others known, after due
inquiry, to the Company, for the purchase price or con-
struction of, or for labor, wages or materials in con-
nection with the construction of, such property
additions, which could become the basis of a lien upon
said property additions, prior to the lien of this
Indenture, which in the opinion of the signers of said
certificate might materially impair the security hereof;
(g) stating, except as to such property additions in
respect of the fair value to the Company of which a
statement is to be made in an independent engineer's
certificate as provided for in subdivision (4) of this
Section, the then fair value to the Company of such
property additions;
(h) stating what part if any of such property addi-
additions includes a water or gas utility system or
systems, and showing the cost and the then fair value to
the Company of such a water or gas utility system or
systems and whether such fair value is in excess of one
per centum (1%) of the aggregate principal amount of the
bonds at the time outstanding hereunder, and if any of
such property additions includes a water or gas utility
system, the cost thereof may include all or part of the
cost of any rights and intangible property simul-
taneously acquired with such utility system for which no
separate or distinct consideration shall have been paid
or apportioned, and in such case the term property addi-
tions, as defined herein, may Include such rights and
intangible property (except going concern value or good
will); and in determining the fair value of such utility
system it shall be proper to include as an element of
value thereof an amount deemed proper by the signers of
said certificate for such rights and intangible property
as aforesaid;
(C) stating the aggregate amount of all property
retirements made up to the close of the period covered by
the engineer's certificate then being made and since the
close of the period covered by the most recent certificate,
if any, referred to in the preceding Clause (A) (or, if no
such prior certificate has been filed, then since March 15,
1946);
(D) stating the aggregate amount of (i) the cash plus
the principal amount of any purchase money obligations then
held by the Trustee hereunder, or by the trustee or other
holder of a prior lieu, and representing the proceeds of
insurance on or the release or sale of or the taking by
eminent domain of any property referred to in the preceding
Clause (C), and (ii) the amount of any such cash which
shall have been received by the Trustee and shall thereto-
fore have been used by it for the purpose of purchasing
and/or redeeming bonds in accordance with the provisions of
subdivisions (2) and (3) of Section 8.11 or of paying any
bonds at maturity, plus the amount of any such cash
received by the trustee or other holder of a prior lien and
applied by it for the purpose of paying, purchasing and/or
redeeming indebtedness secured by such prior lien;
(E) showing the amount of the net property additions
available as a basis for the authentication and delivery of
bonds pursuant to Section 3.04, by adding to the amount of
the unapplied balance of property additions shown by Clause
(A) above the amount of the net property additions, deter-
mined on the basis of the amounts shown by Clauses (B), (C)
and (D) above; and
(F) showing the unapplied balance, if any, of property
additions (remaining after giving effect to the particular
application) and the manner of computing the same;
(4) In case any property additions certified pursuant to
Clause (B) of subdivision (3) above are shown by such engi-
neer's certificate to include a water or gas utility system
and such certificate shows that the then fair value to the
Company of such system is not less than $25,000 and not less
than one per centum (1%) of the aggregate principal amount of
the bonds at the time outstanding hereunder, and that such
system has within six months prior to the date of acquisition
thereof by the Company been used or operated by a person or
persons other than the Company in a business similar to that
in which it has been or is to be used or operated by the Com-
pany, an independent engineer's certificate stating, as to
such system, the then fair value thereof to the Company in the
opinion of the signer, together with the signer's report
thereon which shall contain a brief statement of the condi-
tions governing the signer's determination of such fair value
and a brief statement of the condition, serviceability and
location of such system, and such certificate shall cover the
fair value to the Company of any system (if there be any) so
used or operated, which has been subjected to the lien hereof
as a basis for the authentication and delivery of bonds, the
withdrawal of cash, or the release of property subject to the
lien hereof, since the commencement of the then current calen-
dar year, and as to which a certificate of an independent
engineer has not previously been furnished; and, in deter-
mining any such fair value, it shall be proper in the case of
any such water or gas utility system to include as an element
of the value thereof an amount deemed proper by said engineer
for any rights and intangible property (except going concern
value or good will) simultaneously acquired with such system
for which no separate or distinct consideration shall have
been paid or apportioned;
(5) In case any property additions are shown by the engi-
neer's certificate provided for in subdivision (3) to have
been acquired, made or constructed in whole or in part through
the delivery of securities or other property, an engineer's
certificate stating in the opinion of the signer the fair
value of such securities (being the fair market value, if any)
and other property at the time of delivery thereof in payment
for or for the acquisition of such property additions;
(6) A net earnings certificate by an accountant (who may
be the chief accounting officer of the Company), dated not
more than ten (10) days prior to the filing with the Trustee
of such application, certifying the amount of the net earnings
of the Company to be as required by Section 3.05 and showing
the calculation of such net earnings in the manner set forth
in Section 1.06. Said certificate shall, subject to the pro-
visions of subdivision (j) of Section 1.03, be made by an in-
dependent public accountant (who may be the accountant or
accountants otherwise employed by the Company to audit its
accounts), selected or approved by the Trustee in the exercise
of reasonable care, if the aggregate principal amount of bonds
then applied for plus the aggregate principal amount of bonds
authenticated and delivered since the commencement of the then
current calendar year (other than those with respect to which
a certificate of an accountant is not required or with respect
to which a certificate of an independent public accountant has
previously been furnished) is ten per centum (10%) or more of
the aggregate principal amount of bonds at the time out-
standing.
(7) An opinion of counsel stating
(a) that he has examined the application and other
documents being furnished in connection with the authenti-
cation and delivery of the bonds applied for; that the in-
struments which have been or are therewith delivered to the
Trustee conform to the requirements of this Indenture and
constitute sufficient authority under this Indenture for
the Trustee to authenticate and deliver the bonds applied
for; and that, on the basis thereof, the bonds applied for
may be lawfully authenticated and delivered under this
Article;
(b) that this Indenture has been duly recorded or
filed, which together with certain instruments of con-
veyance, assignment or transfer, specified in such opinion,
will be sufficient to subject to the lien of this Indenture
the property additions certified pursuant to Clause (B) of
subdivision (3) above, subject to no lien thereon prior to
the lien of this Indenture, except liens of prior liens or
prepaid liens (if any) described in the accompanying engi-
neer's certificate, and permitted encumbrances, or stating
that no such instruments are necessary for such purpose;
and that, upon the recordation in the manner stated in such
opinion of the instruments so specified, if any, or without
such recordation, if none is so specified, and upon such
further recording or filing of this Indenture or any sup-
plemental indenture in the manner stated in such opinion,
or without any such further recordation or filing if such
opinion shall so state, no further recording or rerecording
or filing or refiling of this Indenture or any other in-
strument is required to maintain the lien of this Indenture
with respect to such property additions as against any
creditors or subsequent purchasers;
(c) that (except as to paving, grading and other im-
provements in or upon any public street, road or highway,
which are required to be made by the Company in connection
with the conduct of its business) the Company has acquired
good and valid legal title to such property additions which
are still owned and have not been retired by the Company,
and that the same and every part thereof are free and clear
of all liens, charges and encumbrances prior to the lien of
this Indenture, except the prior liens or prepaid liens (if
any) described in the accompanying engineer's certificate,
and permitted encumbrances;
(d) that (except as to paving, grading and other im-
provements in or upon any public street, road or highway,
which are required to be made by the Company in connection
with the conduct of its business), this Indenture is, or
upon the delivery of the instruments of conveyance, assign-
ment or transfer, if any, specified in said opinion will
be, a lien on all the property additions certified pursuant
to Clause (B) of subdivision (3) above which are still
owned and have not been retired by the Company, subject to
no lien thereon prior to the lien of this Indenture, except
the prior liens or prepaid liens (if any) described in the
accompanying engineer's certificate, and permitted encum-
brances;
(e) that the Company has corporate authority and all
necessary permission from governmental authorities to
acquire, own, use and operate such property additions;
(f) that the issue of the bonds, the authentication and
delivery of which are being applied for, has been duly
authorized by any and all governmental authorities the con-
sent of which is requisite to the legal issue of such
bonds, specifying any duly certified documents by which
such consent is or may be evidenced, or that no such con-
sent is requisite, that the Company is duly authorized and
entitled to issue such bonds in accordance with the provi-
sions of this Indenture and the laws of the Commonwealth of
Pennsylvania, and the applicable laws of any other juris-
diction, that the issue of such bonds has been duly autho-
rized by the Company, that upon the issue of such bonds,
such bonds will be the valid and binding obligations of the
Company and that the aggregate principal amount of bonds
then outstanding under this Indenture will not exceed the
amount at the time permitted by law, and specifying the
certificate or other evidence which will be sufficient to
show compliance with the requirements, if any, of any mort-
gage recording tax law or other tax law applicable to the
issuance of such bonds, or stating that there are no such
legal requirements; and
(g) that the general nature and extent of prior liens
and prepaid liens and the principal amount of the then out-
standing indebtedness secured thereby, if any, mentioned in
the accompanying engineer's certificate, are correctly
stated; and
(8) The instruments of conveyance, assignment and trans-
fer, if any, and the duly certified documents, if any, speci-
fied in the opinion of counsel provided for in subdivision (7)
above;
(9) An engineer's certificate, made and dated not more
than ten (10) days prior to the date of such application,
stating that the signer has no knowledge of and does not
believe that there have been, since the close of the period
covered by the engineer's certificate specified in subdivision
(3) above, property retirements in an amount exceeding
property additions since the close of said period by more than
the amount of the unapplied balance of property additions cal-
culated to be remaining upon the granting of the application;
and
(10) A certificate of the Company and an opinion of
counsel as to compliance with conditions precedent.
Sec. 3.07. The Trustee shall from time to time upon request
of the Company authenticate and deliver bonds hereunder of an
aggregate principal amount equal to the aggregate principal
amount of any bonds (except as otherwise provided in this Sec-
tion) theretofore authenticated and delivered under this Inden-
ture that shall have been paid, retired, redeemed or cancelled or
surrendered to the Trustee for cancellation, or for the payment,
retirement or redemption of which moneys in the necessary amount
shall have been deposited with, or shall then be held by, the
Trustee (with irrevocable direction and authorization satisfac-
tory to the Trustee so to apply the same, and, as regards bonds
to be redeemed, either with proof satisfactory to the Trustee
that notice of redemption has been duly given or with irrevocable
authorization to the Trustee to give such notice of redemption),
but only after the Trustee shall have received:
(1) A certified resolution such as is described in sub-
division (1) of Section 3.06;
(2) A certificate of the Company stating (a) that the Com-
pany is not to the best of the knowledge and belief of the
signers in default under any of the provisions of this Inden-
ture; and (b) that bonds theretofore authenticated and
delivered under this Indenture of a specified aggregate prin-
cipal amount (not less than the aggregate principal amount of
bonds for which such request for authentication and delivery
is made under this Section) have been paid, retired, redeemed
or canceled or concurrently with the authentication and de-
livery of the bonds requested will be surrendered to the
Trustee for cancellation (otherwise than upon exchanges or
transfers of bonds) and/or that moneys in the necessary amount
for the payment, retirement or redemption thereof are then
held by or will be deposited with the Trustee prior to or con-
currently with the authentication and delivery of the bonds so
requested (with irrevocable direction and authorization satis-
factory to the Trustee so to apply the same, and, as regards
bonds to be redeemed, either with proof satisfactory to the
Trustee that notice of redemption has been duly given or with
irrevocable authorization to the Trustee to give such notice
of redemption), and further stating that no part of such
aggregate principal amount of bonds has been theretofore made
the basis under any of the provisions of this Indenture for
the authentication and delivery of bonds or the withdrawal of
cash or the taking of a credit under subdivision (3) of Sec-
tion 4.10, and that none of such bonds has been retired by the
use of the proceeds of any insurance on any funded property or
the proceeds of the release or other disposition of any part
of the funded property, or through the operation of any
sinking, improvement or other fund applicable to such retire-
ment, except, as regards any such fund, to the extent, if any,
that the provisions establishing such fund may expressly per-
mit the issuance of bonds under this Section in respect of
bonds retired through the operation of such fund; and further
stating the interest rate or rates and the maturity date or
dates borne by all such bonds so cancelled or so to be surren-
dered for cancellation or which are to be so paid, retired or
redeemed or money for the retirement or redemption of which is
to be so deposited; and
(3) An opinion of counsel stating
(a) that he has examined the application and other
documents being furnished in connection with the authenti-
cation and delivery of the bonds applied for; that the in-
struments which have been or are therewith delivered to the
Trustee conform to the requirements of this Indenture and
constitute sufficient authority under this Indenture for
the Trustee to authenticate and deliver the bonds applied
for; and that, on the basis of the payment, retirement,
redemption, cancellation or surrender for cancellation of
bonds or the deposit of moneys in accordance with the cer-
tificate of the Company delivered to the Trustee pursuant
to subdivision (2) of this Section, the bonds applied for
may he lawfully authenticated and delivered under this
Article; and
(b) that the issue of the bonds, the authentication and
delivery of which are being applied for, has been duly
authorized by any and all governmental authorities the con-
sent of which is requisite to the legal issue of such
bonds, specifying any duly certified documents by which
such consent is or may be evidenced, or that no consent is
requisite, that the Company is duly authorized and entitled
to issue such bonds in accordance with the provisions of
this Indenture and the laws of the Commonwealth of Pennsyl-
vania, and the applicable laws of any other jurisdiction,
that the issue of such bonds has been duly authorized by
the Company, that upon the issue of such bonds, such bonds
will be the valid and binding obligations of the Company
and that the aggregate principal amount of bonds then out-
standing under this Indenture will not exceed the amount at
the time permitted by law, and specifying the certificate
or other evidence which will be sufficient to show compli-
ance with the requirements, if any, of any mortgage re-
cording tax law or other tax law applicable to the issuance
of the bonds applied for, or stating that there are no such
legal requirements;
(4) The duly certified documents, if any, specified in
the opinion of counsel provided for in subdivision (3) of
this Section; and
(5) A certificate of the Company and an opinion of
counsel as to compliance with conditions precedent;
provided, however, that no additional bond shall be authenticated
and delivered pursuant to this Section more than two years prior
to the stated maturity of the bond (hereinafter called the
retired bond) in respect of the payment, retirement, redemption,
cancellation or surrender for cancellation of which the authenti-
cation and delivery of such additional bond is applied for, un-
less such additional bond bears no greater rate of interest than
such retired bond, or, if such additional bond bears a greater
rate of interest than such retired bond, unless the Trustee shall
have received a net earnings certificate and unless such net
earnings certificate shall show the net earnings of the Company
to be as required by Section 3.05; and provided further, that no
additional bond shall be authenticated and delivered pursuant to
this Section in respect of the payment, retirement, redemption,
cancellation or surrender for cancellation of any bond the in-
terest charges on which have been excluded from any net earnings
certificate filed with the Trustee since the payment, retirement,
redemption, cancellation or surrender for cancellation of such
bond, unless the Trustee shall have received, in connection with
the authentication and delivery of such additional bond, a net
earnings certificate and unless such net earnings certificate
shall show the net earnings of the Company to be as required by
Section 3.05.
Any and all coupon bonds delivered to the Trustee pursuant to
this Section shall have attached thereto all unmatured coupons
appertaining thereto.
Sec. 3.08. The Trustee shall from time to time upon the re-
quest of the Company authenticate and deliver bonds upon deposit
with the Trustee by the Company of cash equal to the aggregate
principal amount of the bonds so requested to be authenticated
and delivered, but only after the Trustee shall have received:
(1) A certified resolution such as is described in subdi-
vision (1) of Section 3.06;
(2) A certificate of the Company stating that the Company
is not to the best of the knowledge and belief of the signers
in default under any of the provisions of this Indenture;
(3) A net earnings certificate showing the net earning of
the Company to be as required by Section 3.05;
(4) An opinion of counsel stating
(a) that he has examined the application and other
documents being furnished in connection with the authenti-
cation and delivery of the bonds applied for; that the in-
struments which have been or are therewith delivered to the
Trustee conform to the requirements of this Indenture and
constitute sufficient authority under this Indenture for
the Trustee to authenticate and deliver such bonds, and
that upon the deposit of an amount of cash equal to the
aggregate principal amount of such bonds, such bonds may be
lawfully authenticated and delivered under this Article;
and
(b) that the issue of such bonds has been duly autho-
rized by any and all governmental authorities, the consent
of which is requisite to the legal issue of such bonds,
specifying any duly certified documents by which such con-
sent is or may be evidenced, or that no consent is requi-
site, that the Company is duly authorized and entitled to
issue such bonds in accordance with the provisions of this
Indenture and the laws of the Commonwealth of Pennsylvania,
and the applicable laws of any other jurisdiction, that the
issue of such bonds has been duly authorized by the Com-
pany, that upon the issue of such bonds, such bonds will be
the valid and binding obligations of the Company and that
the aggregate principal amount of bonds then outstanding
under this Indenture will not exceed the amount at the time
permitted by law, and specifying the certificate or other
evidence which will be sufficient to show compliance with
the requirements, if any, of any mortgage recording tax law
or other tax law applicable to the issuance of such bonds,
or stating that there are no such legal requirements;
(5) The duly certified documents, if any, specified in
the opinion of counsel provided for in subdivision (4) of
this Section; and
(6) A certificate of the Company and an opinion of
counsel as to compliance with conditions precedent.
Sec. 3.09. All cash deposited with the Trustee under the pro-
visions of Sec. 3.08 (in this Section referred to as deposited
cash) shall be held by the Trustee as a part of the mortgaged
property, but whenever (subject to the provisions of Sec. 4.18)
the Company shall become entitled to the authentication and de-
livery of bonds under any of the provisions of this Indenture
(other than those contained in Section 3.08), the Trustee, upon
the application of the Company evidenced by a certified resolu-
tion, and upon compliance by the Company with all the provisions
of this Indenture (except as hereinafter in this Section pro-
vided, and with such omissions and variations as may be appropri-
ate by reason of the fact that the withdrawal of deposited cash
rather than the authentication and delivery of bonds is being
applied for) with which it would have to comply to obtain such
authentication and delivery, shall pay over to the Company or
upon its order, in lieu of each bond or fraction thereof to the
authentication and delivery of which the Company shall then be so
entitled, a sum in cash equal to the principal amount of each
such bond or fraction thereof; provided, however, that for the
purpose of withdrawing cash pursuant to the provisions of this
Section, it shall in no case be necessary for the Company to
deliver to the Trustee the resolution such as is described in
subdivision (1) of Section 3.06, or the net earnings certificate
provided for in Section 3.05 and subdivision (6) of Section 3.06,
or such parts of the opinions described in subdivision (7) of
Section 3.06 and in subdivision (3) of Section 3.07 and in subdi-
vision (d) of Section 3.11 as relate to the authorization by gov-
ernmental authorities and by the Company of such issuance of
bonds, and as relate to tax laws applicable to the issuance of
bonds, or to comply with any earnings requirements.
Sec. 3.10. Any sums deposited with the Trustee under the pro-
visions of Section 3.08 in respect of which no application under
the provisions of Section 8.09 shall have been made within three
(3) years from the date of the deposit thereof and in respect of
which notice in writing of intention to make such application
upon the basis of property additions being constructed by or on
behalf of the Company and then in progress and uncompleted shall
not have been given to the Trustee by the Company within such
three-year period, or in respect of which the Company shall at
any time notify the Trustee that no application is to be made
under Section 3.09, shall be used for or applied to the purchase
or (at the election of the Trustee) to the redemption of bonds in
the manner and subject to the conditions provided in subdivisions
(2) and/or (3) of Section 8.11. Bonds so purchased or redeemed
shall not thereafter be made the basis for the issue of bonds, or
the withdrawal of cash or the taking of a credit under any of the
provisions of this Indenture.
Sec. 3.11. At any time after any outstanding prior lien bonds
shall have been deducted in connection with any application for
authentication and delivery of bonds on the basis of property
additions or for the release of property, or for the withdrawal
of cash, or deducted in the computation of net property additions
taken as a credit under Section 4.10, or have been the cause of a
waiver of the authentication and delivery of bonds pursuant to
the provisions of Subdivision (A) of Section 4.16, the Company
may (subject to the provisions of Section 4.18), execute and
deliver to the Trustee, and the Trustee shall thereupon authenti-
cate and deliver to or upon the order of the Company, bonds for
an aggregate principal amount equal to the aggregate principal
amount of such prior lien bonds, deducted or causing a waiver as
aforesaid, which after such deduction or causing a waiver, shall
have been deposited with the Trustee or paid or redeemed (other-
wise than by the use of trust moneys) or ascertained by a final
judicial determination to be invalid, or for the payment, retire-
ment or redemption of which moneys in the necessary amount shall
be deposited with the trustee or other holder of the prior lien
securing the same concurrently with the action requested (with
irrevocable direction and authorization, satisfactory to the
Trustee, to the trustee or other holder of the prior lien so to
apply the same, and, as regards prior lien bonds to be redeemed,
either with proof satisfactory to the Trustee and the trustee or
other holder of the prior lien that notice of redemption has been
duly given or irrevocable authorization given to the trustee or
other holder of such prior lien to give such notice of redemp-
tion), but only upon receipt by the Trustee of:
(a) A certified resolution such as is described in subdi-
vision (1) of Section 3.06;
(b) Either
(1) prior lien bonds, not theretofore funded, then or
theretofore delivered (either uncancelled and pledged under
this Indenture pursuant to the provisions of Section 4.21,
to be held and dealt with by the Trustee in the manner and
subject to the provisions of Article 7, or cancelled at
maturity or under the redemption or other provisions of the
mortgage or other lien securing the same), or
(2) a certificate of the Company, accompanied by a con-
curring opinion of counsel, to the effect that specified
prior lien bonds have been paid or ascertained by final
judicial determination to be in whole or in part invalid,
or constitute redeemed prior lien bonds, and specifying the
amount of payment, or the extent of invalidity, or the
amount of bonds redeemed, as the case may be, or stating
that moneys in the necessary amount for the payment,
retirement or redemption of specified prior lien bonds have
been or will be, concurrently with the action requested,
deposited with the trustee or other holder of the prior
lien securing the same (with irrevocable direction and
authorization, satisfactory to the Trustee, to the trustee
or other holder of the prior lien so to apply the same,
and, as regards bonds to be redeemed, with proof satisfac-
tory to the Trustee and the trustee or other holder of the
prior lien that notice of redemption has been duly given or
irrevocable authorization given to the trustee or other
holder of such prior lien to give such notice of redemp-
tion);
(c) A certificate of the Company stating in substance:
(1) That the prior lien bonds, made the basis for the
application, have theretofore been deducted in connection
with applications (specifying the dates thereof) for
authentication and delivery of bonds on the basis of
property additions, or for the withdrawal of cash, or for
the release of property, or have been deducted in the com-
putation of net property additions taken as a credit under
Section 4.10 or have been the cause of a waiver under sub-
divtsion (A) of Section 4.16;
(2) That no part of the prior lien bonds, made the
basis for the application, has theretofore been funded;
(3) That the Company is not and, upon the granting of
the application then being made, will not be in default in
the performance of any of the terms or covenants of Section
4.18 or Section 4.21;
(4) That the Company is not, to the knowledge of the
signers, in default in the performance of any of the other
terms or covenants of this Indenture;
(d) An opinion of counsel stating
(1) That such uncancelled prior lien bonds, if any,
which have been deposited with the Trustee pursuant to this
Section 3.11 have been legally and validly pledged under
this Indenture;
(2) That he has examined the application and other
documents being furnished in connection with the authenti-
cation and delivery of the bonds applied for; that the
instruments which have been or are therewith delivered to
the Trustee conform to the requirements of this Indenture
and constitute sufficient authority under the Indenture for
the Trustee to authenticate and deliver such bonds; and
(3) that the issue of said bonds has been duly autho-
rized by any and all governmental authorities the consent
of which is requisite to the legal issue of such bonds
specifying any duly certified documents by which such con-
sent is or may be evidenced or that no such consent is
requisite, that the Company is duly authorized and entitled
to issue such bonds in accordance with the provisions of
this Indenture and the laws of the Commonwealth of Pennsyl-
vania, and the applicable laws of any other jurisdiction,
that the issue of such bonds has been duly authorized by
the Company, that upon the issue of such bonds, such bonds
will be the valid and binding obligations of the Company,
and that the aggregate principal amount of bonds then out-
standing under this Indenture will not exceed the amount at
the time permitted by law, and specifying the certificate
or other evidence which will be sufficient to show compli-
ance with the requirements, if any, of any mortgage re-
cording tax law or other tax law applicable to the issuance
of such bonds, or stating that there are no such legal
requirements;
(e) A net earnings certificate showing the net earnings
of the Company to be as required by Section 3.05, but only if
(1) the Trustee is requested to authenticate and de-
liver additional bonds bearing interest at a higher rate
per annum than the prior lien bonds on the basis of which
such additional bonds are to be authenticated and de-
livered, or
(2) additional bonds shall have been authenticated and
delivered and a net earnings certificate shall have been
filed with the Trustee as a basis therefor, pursuant to any
provision of this Article, between the date of the deposit,
payment, or ascertainment of invalidity, redemption, or the
making of provision for the payment, retirement or redemp-
tion of the prior lien bonds on the basis whereof addi-
tional bonds are then applied for under this Section 3.11
and the date such additional bonds are so applied for;
provided that no such net earnings certificate need be filed
when the Trustee is requested to authenticate and deliver
additional bonds pursuant to the provisions of this Section
3.11 on the basis of prior lien bonds which by their terms
mature within two years from the date of such request;
(f) The officially authenticated certificates, or other
documents, if any, specified in the opinion of counsel
required to be filed pursuant to the provisions of subdivision
(d) of this Section 3.11; and
(g) A certificate of the Company and an opinion of counsel
as to compliance with conditions precedent.
Redeemed prior lien bonds shall be deemed to have been paid
and cancelled within the meaning of this Section 3.11.
Whenever the mortgage or other instrument securing any prior
lien bonds shall have been discharged of record, additional bonds
for an aggregate principal amount equal to the total principal
amount of prior lien bonds secured by such prior lien theretofore
deducted in connection with applications for the authentication
and delivery of bonds, or for the withdrawal of cash, or for the
release of property, or taken as a credit under any of the provi-
sions of this Indenture, less the sum of (1) the total principal
amount of such prior lien bonds theretofore funded, and (2) the
total principal amount of such prior lien bonds which the Company
has agreed will not be funded, as provided in Section 4.21, shall
thereafter be authenticated by the Trustee and delivered to or
upon the order of the Company, but only upon receipt by the
Trustee of:
(aa) Certificates of the Company, opinion of counsel, and
documents, all in form as prescribed in subdivisions (a), (c),
(d), (e), (f) and (g) of this Section 3.11;
(bb) A certificate of the Company stating:
(1) The total principal amount of prior lien bonds
secured by such prior lien theretofore deducted in connec-
tion with applications (specifying the dates thereof) for
the authentication and delivery of bonds, or for the with-
drawal of cash, or for the release of property, or taken as
a credit under any of the provisions of this Indenture;
(2) The total principal amount of prior lien bonds
secured by such prior lien theretofore funded; and
(3) The total principal amount of prior lien bonds
which the Company has agreed will not be funded; and
(cc) An opinion of counsel to the effect that such prior
lien has been discharged of record.
ARTICLE 4
PARTICULAR COVENANTS OF COMPANY
The Company hereby covenants as follows:
Sec. 4.01. That (a) it hereby does and will forever warrant
and defend the title to the mortgaged property described in the
Granting Clauses hereof against the claims and demands of all
persons whatsoever; that (b) it is lawfully seized and possessed
of all the real property described in the Granting Clauses here-
of; that (c) it will maintain and preserve the lien of this
Indenture on the mortgaged property so long as any of the bonds
issued hereunder are outstanding; that (d) it has good right and
lawful authority to mortgage the mortgaged property, as provided
in and by this Indenture; and that (e) the mortgaged property is
free and clear of all liens, charges or encumbrances thereon or
affecting the title thereto prior to the lien of this Indenture;
excepting (as to each of the foregoing covenants (a), (b), (c),
(d), and (e)) permitted encumbrances, and the property specifi-
cally excepted from the lien hereof; and provided that nothing in
this Indenture contained shall prevent the Company from hereafter
acquiring any property subject to a prior lien, but only to the
extent permitted by Section 4.16.
Sec. 4.02. That it will duly and punctually pay the princi-
pal of and interest on, and premium, if any, upon all the bonds
at any time outstanding hereunder, according to the terms there-
of. The interest on all coupon bonds shall, until maturity of
such bonds, be payable only upon presentation and surrender of
the several coupons for such interest as they respectively
mature, and, when paid, such coupons shall forthwith be canceled.
The interest on fully registered bonds without coupons shall be
paid to or upon the order of the registered owners thereof. The
principal of each bond shall be payable only upon presentation
and surrender of the bond. The Company reserves the right to
determine its duties and liabilities, and to act in accordance
with such determination, with respect to any taxes, assessments
or governmental charges which it may be required to deduct or
withhold, from the principal of or interest on any bond or coupon
issued hereunder, under any present or future law of the United
States of America or of any state, county, municipality or taxing
authority therein on the basis of any presumption created by any
such law, unless the holder of such bond or coupon presents at
the office or agency of the Company at which such bond or coupon
shall be payable, a certificate in such form as the Company may
from time to time prescribe, giving, among other information, the
identity and residence of the owner or holder of such bond or
coupon, in which event the Company shall be entitled to determine
its duties and liabilities, and to act in accordance with such
determination, with respect to such deduction or withholding on
the basis of the information contained in such certificate. The
Company will not directly or indirectly extend or assent to the
extension of the time for the payment of any coupon or claim for
interest upon any of the bonds secured hereby and will not
directly or indirectly become a party to any such extension or
approve any arrangement therefor by purchasing or funding said
coupons or claims or in any other manner. Neither any such
coupon or claim so extended, nor any coupon or claim for interest
belonging to any bond outstanding hereunder which in any way at
or after maturity shall have been transferred or pledged, sepa-
rate or apart from the bond to which it relates, shall be
entitled in case of a default hereunder, to any benefit of or
from this Indenture, except after the prior payment in full of
the principal of the bonds outstanding hereunder, and of all
coupons and claims for interest not so transferred, pledged, kept
alive or extended, but this provision shall not be applicable to
any coupon or claim for interest, the time for the payment of
which shall have been extended, if such extension be pursuant to
a plan proposed by the Company to all holders of any one or more
series of bonds then outstanding and accepted by and binding upon
the holder of such coupon or claim for interest.
Sec. 4.03. That, if it shall appoint a paying agent other
than the Trustee, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which it shall agree with
the Trustee, subject to the provisions of the last paragraph of
this Section 4.03, (1) that such paying agent shall hold in trust
for the benefit of the bondholders or the Trustee all sums held
by such paying agent for the payment of the principal of or
interest (and premium, if any) on the bonds outstanding under
this Indenture, whether received from the Company or any other
obligor upon the bonds; and (2) that such paying agent shall give
the Trustee notice of any default by the Company or any other
obligor upon the bonds in the making of any deposit with it for
the payment of the principal of or interest (and premium, if any)
on the bonds, and of any default in the making of any such pay-
ment.
That, if it acts as its own paying agent, it will, on or be-
fore each due date of each installment of principal of or
interest on the bonds, set apart and segregate and hold in trust
for the benefit of the holders of such bonds, or of the Trustee,
a sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on the bonds and will notify the Trustee
of such action or of any failure to take such action.
Anything in this Section 4.03 to the contrary notwithstanding,
the Company may at any time, for the purpose of obtaining a
release or satisfaction of this Indenture or for any other rea-
son, pay or cause to be paid to the Trustee all sums held in
trust as required by this Section 4.03, such sums to be held by
the Trustee upon the trusts herein contained.
Anything in this Indenture to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section
4.03 is subject to the provisions of the last paragraph of
Article 16.
Sec. 4.04. That it will keep an office or agency in the
Borough of Manhattan, The City of New York, where notices,
presentations and demands to or upon the Company in respect of
the bonds or their coupons or this Indenture may be given or
made, and will keep at said office or agency books for the regis-
tration and transfer of bonds issued hereunder, which books, at
all reasonable times, shall be open for inspection by the Trustee
and will also keep an office or agency in said Borough of Man-
hattan for the payment of the principal of and interest on the
bonds issued hereunder, but which office for such purpose need
not be at the same location as the office or agency hereinbefore
specified for the same city, and that it will keep an office or
agency where notices, presentations and demands to or upon the
Company in respect of the bonds or their coupons or this Inden-
ture may be given or made at such other place or places, if any,
as shall be specified in any series of bonds outstanding here-
under as a place or places at which the principal of or the
interest on such bonds Is payable, and will likewise keep books
for the registration and transfer of bonds issued hereunder at
such other place or places, if any, as shall be specified in any
series of bonds outstanding hereunder as a place or places at
which said bonds are registerable, which books, at all reasonable
times, shall be open for inspection by the Trustee. The Company
will from time to time give the Trustee written notice of the
location of each such office or agency, and in case the Company
shall fail to maintain any such office or agency or to give the
Trustee written notice of the location thereof, any such notice,
presentation or demand in respect of the bonds or coupons or this
Indenture may be given or made, unless other provision is
expressly made herein, to or upon the Trustee at its principal
office in the Borough of Manhattan, The City of New York, and the
Company hereby authorizes such presentation and demand to be made
to and such notice to be served on the Trustee in such event, and
the principal of and interest on the bonds shall in such event be
payable at said office of the Trustee.
Subject to the provisions of the last paragraph of Article 16
any moneys which at any time shall be deposited by the Company or
on its behalf with the Trustee or any other depositary for the
purpose of paying any of the bonds which shall have become due
and payable, whether at maturity thereof or upon call for redemp-
tion or otherwise, or for the purpose of paying any premium
thereon or any coupons or claims for interest appertaining to any
of the bonds, shall be and are hereby assigned, transferred and
set over to the Trustee or such depositary, to be held in a
special account and in trust for the respective holders of the
bonds or coupons or claims for interest for the purpose of paying
which said moneys shall have been deposited. Interest, if any,
accruing on such moneys during the period the same shall remain
on deposit shall belong to the Company and shall be paid to it
from time to time upon written request of its Treasurer or one of
its Assistant Treasurers.
Sec. 4.05. That it will pay all taxes and assessments law-
fully levied or assessed upon the mortgaged property, or upon any
part thereof or upon any income therefrom, or upon the interest
of the Trustee in the mortgaged property, or upon the Company,
before the same shall become delinquent, and will duly observe
and conform to all valid requirements of any governmental autho-
rity relative to any of the mortgaged property, and all cove-
nants, terms and conditions upon or under which any of the
mortgaged property is held; that it will not suffer any lien to
be hereafter created upon any part of the mortgaged property now
owned or hereafter acquired, or the income therefrom, prior to
the lien of this Indenture, except permitted encumbrances and
prepaid liens, and except (subject to the provisions of Section
4.16) prior liens; and within three (3) months after the accruing
of any lawful claims or demands for labor, materials, supplies or
other objects which if unpaid might by law be given precedence
over or parity with the lien of this Indenture as a lien or
charge upon any of the mortgaged property or the income thereof,
it will pay or cause to be discharged or make adequate provision
to satisfy or discharge the same and will not suffer any other
matter or thing whereby the lien hereby created might be im-
paired; provided, however, that nothing in this Section 4.05 con-
tained shall require the Company to observe or conform to any
requirement of governmental authority or to pay, or cause to be
paid or discharged, or make provision for, any such tax, assess-
ment, prior lien or charge, so long as the validity thereof shall
be contested in good faith and by appropriate legal proceedings,
unless thereby any of the mortgaged property will be lost or for-
feited; and provided further, that nothing in this Indenture con-
tained shall prevent the Company from subjecting to any prior
lien hereby permitted any property acquired as betterments, ex-
tensions, improvements, repairs, renewals, replacements, substi-
tutions or alterations to, upon, for and of property subject to
such prior lien, but only to the extent that the after-acquired
property or other provisions of such prior lien attach thereto.
The Company will duly and punctually perform all the conditions
and obligations on it imposed by the terms of any lien that may
hereafter be a prior lien on any of the mortgaged property to
such extent as shall be necessary to keep the security afforded
by tbis Indenture substantially unimpaired, and will not permit
any default under any prior lien to occur and continue for the
period of grace, if any, specified therein, if thereby the
security afforded by this Indenture be materially impaired or
endangered.
Sec. 4.06. That it will keep all the insurable mortgaged
property insured against fire and other risks to the extent
usually insured against by companies owning and operating similar
property, by reputable insurance companies or, at the Company's
election, with respect to all or any part of the property, by
means of an insurance fund set aside and maintained by it out of
its own earnings or in conjunction with other companies through
an insurance fund, trust or other agreement (the adequacy of such
insurance fund, trust or other agreement, to be evidenced by a
certificate, to be filed with the Trustee, of an actuary or other
qualified person selected by the Company and satisfactory to the
Trustee), the loss, if any, except to the person or property of
others, and except as to merchandise, materials and supplies, and
except any loss less than $25,000, to be made payable to the
Trustee hereunder as interest may appear and to be paid to the
Trustee, to he held and applied as hereinafter provided (unless
required by the terms of any prior lien to be paid to the trustee
or other holder thereof). As soon as practicable after the exe-
cution of this Indenture, but not later than July 1, 1946, and
once in each calendar year thereafter, and at any other time upon
the written request of the Trustee, the Company will furnish to
the Trustee a certificate of the Company stating in substance
that the Company has complied with all the terms and conditions
of this section and with the terms and conditions of any and all
insurance policies, containing a statement of the insurance then
in effect upon the property of the Company on a date therein
specified (which date shall be within thirty (30) days of the
filing of such certificate) and, except in respect of property
insured by means of an insurance fund, trust or other agreement
as permitted by this Section, showing the numbers of the policies
of insurance in effect and the names of the issuing companies,
the amounts of such policies, and the property covered by such
policies; and, in case any of the property shall at the time be
insured by means of an insurance fund, trust or other agreement,
as permitted by this Section, the Company shall, at the time of
furnishing each such certificate of the Company, also furnish to
the Trustee a certificate, as described above, with respect to
the adequacy of such insurance fund, trust or other agreement.
The Trustee shall, subject to the provisions of Section 13.02 and
Section 13.03, be entitled to accept any such certificate of the
Company and, if required, any such other certificate above
described, as satisfactory evidence of compliance by the Company
with the provisions of this Section, and shall, subject to the
provisions of Section 13.02 and Section 13.03, be under no duty
with respect to any such certificate of the Company or any such
other certificate, except to exhibit the same to any bondholder
upon request.
All moneys received by the Trustee as proceeds of any insur-
ance against loss or damage by fire shall be held by the Trustee,
as trustee, and shall be paid by it to the Company, at any time
within two (2) years after the receipt thereof, to reimburse the
Company for an equal amount spent in replacing or rebuilding or
in renewal of the property destroyed or damaged, upon receipt by
the Trustee of (i) a certified resolution requesting such reim-
bursement and a certificate of the Company setting out in reason-
able detail the amount so expended, the nature of such replacing,
renewal or rebuilding, and the fair value to the Company of such
replacing, renewal or rebuilding, (ii) a certificate of an engi-
neer as to the fair value of such replacing, renewal or re-
building and, if such fair value as set forth in such certificate
is not less than $25,000 and not less than one per centum (1%) of
the aggregate principal amount of bonds at the time outstanding,
then such certificate shall be made by an independent engineer,
and (iii) an opinion of counsel to the effect that such new or
rebuilt property is subject to the lien of this Indenture free
from all other liens, charges or encumbrances prior to the lien
of this Indenture, except prior liens to which the lost or
damaged property shall have been subject, and permitted encum-
brances.
Any such moneys may also be withdrawn, used, or applied in the
manner, to the extent, and for the purposes and subject to the
conditions provided in Section 8.11, provided that any such
moneys not applied to the work of replacing, rebuilding or
renewal as aforesaid within two (2) years after their receipt by
the Trustee, or in respect of which notice in writing of inten-
tion to apply the same to the work of replacing, rebuilding or
renewal then in progress and uncompleted shall not have been
given to the Trustee by the Company within such two (2) years, or
which the Company shall at any time notify the Trustee are not to
be so applied, shall thereafter be withdrawn, used or applied
only in the manner, to the extent and for the purposes and sub-
ject to the conditions provided in Section 8.11, and such moneys
shall be deemed to have been deposited as trust moneys within the
meaning of said Section 8.11 at the expiration of such two-year
period, or at such earlier time as the Company may notify the
Trustee that such moneys are not to be applied to the work of
replacing, rebuilding or renewal, as the case may be.
Sec. 4.07. That it will, subject to the provisions of Article
12 hereof and of this Section, at all times maintain its corpo-
rate existence and right to carry on business and that its busi-
ness will be continuously carried on and conducted in an
efficient manner; that it will in good faith use its best efforts
to preserve, maintain and renew all the rights, privileges and
franchises pertaining to the water and gas business to it granted
and upon it conferred and it will at all times maintain, preserve
and keep the mortgaged property with the appurtenances thereto
and every part and parcel thereof, in thorough repair, working
order and condition, and from time to time make all needful and
proper repairs and renewals, so that its properties mortgaged or
intended to be mortgaged hereunder shall at all times be main-
tained as an operating system or systems in good repair, working
order and condition, and so that at all times the value of the
security for the bonds issued hereunder and the efficiency of the
plants and properties of the Company shall be fully preserved and
maintained.
Nothing in this Section contained shall be held to prevent the
Company from discontinuing the operation of any of its plants,
works or properties, if, in the judgment of the Board of Direc-
tors, it is no longer advisable to operate the same, or if the
Company intends to sell or dispose of the same and within a rea-
sonable time shall endeavor to effectuate such sale or dispsi-
tion; nor shall anything in this Section contained be considered
to prevent the Company from taking such action with respect to
its plants, works and properties as is proper under the circum-
stances, including the cessation or omission to exercise rights,
permits, licenses, privileges or franchises which, in the judg-
ment of the Board of Directors, can no longer be profitably exer-
cised or availed of.
Sec. 4.08. That, whenever necessary to avoid or fill a
vacancy in the office of the Trustee, the Company will, in the
manner provided in Section 13.18, appoint a Trustee so that there
shall at all times be a Trustee hereunder which shall at all
times be a bank or trust company having an office and place of
business in the Borough of Manhattan, The City of New York, if
there be such a bank or trust company willing and able to accept
the trust upon reasonable or customary terms, and which shall at
all times be a corporation organized and doing business under the
laws of the United States or of any State or Territory or of the
District of Columbia, with a capital and surplus of at least
$2,000,000, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority.
Sec. 4.09. That the Company will at all times keep or cause
to be kept proper books of record and account in which full, true
and correct entries will be made of all dealings and transactions
of or in relation to the plants, properties, business and affairs
of the Company.
Sec. 4.10. That, so long as any of the bonds of the 2 7/8%
Series due 1976 shall remain outstanding, the Company will, for
each calendar year, beginning January 1, 1946 (hereinafter some-
times called the "accounting period"), pay to the Trustee on or
before the 1st day of May next succeeding the close of each
accounting period, as a Maintenance and Replacement Fund, an
amount in cash (herein after sometimes called the "Standard of
Expenditure") not less than a sum equal to twelve and one-half
per centum (12 1/2%) of the gross water operating revenues (as
hereinafter defined) and fifteen per centum (15%) of the gross
gas operating revenues (as hereinafter defined) derived from the
mortgaged property during the accounting period, less, however,
to the extent that the Company desires to take the same, the fol-
lowing credits stated in the certificate of the Company herein-
after in this Section provided for:
(1) All amounts expended during the accounting period for
repairs and maintenance of the mortgaged property;
(2) The cost of property additions (not theretofore
funded) acquired, made or constructed during the accounting
period (less one hundred sixty-six and two-thirds per centum
(166 2/3%) of the principal amount of any outstanding prior
lien bonds which are secured by a lien on such property addi-
tions and have not theretofore been deducted in computing the
amount of net property additions which have been funded) to
renew or replace, or in renewal, replacement or substitution
for, or in lieu of any of the mortgaged property retired or
abandoned since March 15, 1946 up to the close of the
accounting period, and not renewed or replaced prior to the
beginning of the accounting period, and for this purpose any
property additions made, acquired or constructed during the
accounting period shall be deemed to be in renewal, replace-
ment or substitution for or in lieu of such property so
retired or abandoned and not so renewed or replaced to an
amount equivalent to the property retirements resulting from
the retirement or abandonment of such property (and for this
purpose the certificate of the Company hereinafter required
shall set forth the amount of such property retirements and
the cost of such property additions deemed to be in renewal,
replacement, or substitution or in lieu of such property
retirements).
The taking of a credit under this subdivision (2), although
the property additions forming the basis of such credit there-
by become funded, shall not prevent or preclude the use of the
amount of such credit as an offset or reduction of property
retirements for the purpose of the computation of net property
additions, such use being expressly granted hereby; or, stated
alternatively, the amount of the property additions forming
the basis of the credit under this subdivision (2), although
such property additions thereby become funded, are neverthe-
less additions from which retirements are deducted in the com-
putation of net property additions; for example, if the
Company should take a credit under this subdivision (2) in the
amount of $100,000 by reason of having expended $200,000 for
property additions and retired property having a cost of
$100,000 the net property additions would be $100,000.
(3) The principal amount of all bonds hereby secured and
one hundred sixty-six and two-thirds per centum (166 2/3%) of
the principal amount of all prior lien bonds, retired or
redeemed and cancelled and for which no bonds have been or
will be issued or other credit taken or cash withdrawn under
any of the provisions of this Indenture; and
(4) Any net property additions which, under the provisions
of Article 3 hereof, might otherwise be made the basis of the
issue of bonds hereunder and which the Company elects to make
the basis of a credit under this Section. In case credit
under this Section 4.10 is taken in whole or in part upon the
basis of net property additions, the Company shall comply with
all provisions of this Indenture which would be applicable if
such net property additions were made the basis of an applica-
tion for the authentication of bonds (except that credit on
the basis of net property additions shall be to the extent of
one hundred per centum (100%) thereof instead of sixty per
centum (60%) as provided in Section 3.04). In any such case
the Company shall file with the Trustee appropriate documents
evidencing compliance with all such applicable provisions,
provided, however, that in no such case shall the Company be
required (a) to deliver to the Trustee any resolution or docu-
ments such as are described in subdivisions (1), (2) and (6)
of Section 3.06 or any opinions with respect to the authoriza-
tion by governmental authorities or by the Company of the
issue of bonds or with respect to tax laws applicable to the
issue of bonds, or to comply with any earnings requirements.
On or before the first day of May next succeeding each
accounting period, the Company shall file with the Trustee a cer-
tificate of the Company, stating (a) the amount of the gross
water operating revenues of the mortgaged property during such
accounting period; (b) the amount of the gross gas operating
revenues of the mortgaged property during such accounting period;
(c) the Standard of Expenditure during such accounting period;
(d) to the extent that the Company desires to take the same, the
credits provided for under subdivisions (1), (2), (3) and (4) of
this Section separately stated; (e) the excess credit, if any,
hereinafter in this Section 4.10 defined, shown by the last pre-
ceding certificate of the Company filed hereunder and (f) the
amount of the balance, if any, of the amount set forth under (c)
remaining after deducting the credits set forth under (d) and
(e).
The Company shall at the time of delivery of such certificate
of the Company pay to the Trustee as additional security for the
bonds issued and to be issued hereunder the amount of the
balance, if any, shown under (f) of such certificate. The
delivery by the Company to the Trustee of outstanding bonds,
either secured hereby or secured by a prior lien, in each case
with their appurtenant unmatured coupons if such bonds be coupon
bonds, shall be deemed equivalent under this Section to the pay-
ment of cash to an amount equal to the aggregate principal amount
of bonds so delivered in the case of bonds outstanding hereunder,
and to an amount equal to one hundred sixty-six and two-thirds
per centum (166 2/3%) of the aggregate principal amount of out-
standing prior lien bonds so delivered.
Any moneys constituting any part of the Maintenance and
Replacement Fund, at the option and upon the request of the Com-
pany, expressed by a certified resolution, shall be applied by
the Trustee to the purchase or redemption of any bonds issued
hereunder of such series as may be designated by the Company,
such purchase to be in the manner and as provided in Section 8.12
and such redemption to be in the manner and as provided in
Article 5 hereof. Any moneys constituting any part of the
Maintenance and Replacement Fund may be withdrawn by the Company
upon the delivery to the Trustee of bonds outstanding hereunder
or outstanding prior lien bonds, with their appurtenant unmatured
coupons if such bonds be coupon bonds, in an amount equal to the
aggregate principal amount of bonds outstanding hereunder, so
delivered or one hundred sixty-six and two-thirds per centum
(166 2/3%) of the aggregate principal amount of prior lien bonds
so delivered. All bonds issued hereunder, purchased or other
wise acquired by or delivered to the Trustee for the Maintenance
and Replacement Fund, shall forthwith be cancelled, and the
Trustee shall thereupon deliver such bonds to or upon the order
of the Company. Any bonds so cancelled shall not thereafter be
made the basis for the issue of bonds or the withdrawal of cash
or the taking of a credit under any of the provisions of this
Indenture.
Any moneys constituting any part of the Maintenance and
Replacement Fund may be withdrawn from time to time by the Com-
pany to reimburse it for net property additions acquired or con-
structed by the Company, which under the provisions of Section
3.02, Section 3.03, Section 3.04, Section 3.05 and Section 3.06
might otherwise be made the basis of the issue of bonds here-
under, except that such monies shall be withdrawn to the extent
of one hundred per centum (100%) thereof instead of sixty per
centum (60%) as provided in Section 3.04, upon delivery to the
Trustee of the written request of the Company, expressed by a
certified resolution, and such certificates, opinions, instru-
ments and other documents as would be necessary to comply with
all applicable provisions of this Indenture relating to the
authentication and delivery of bonds (with such omissions and
variations as may be appropriate by reason of the fact that the
withdrawal of cash under this Section rather than the authentica-
tion and delivery of bonds is being applied for); provided, how-
ever, that in no such case shall the Company be required to
comply with any earnings requirements; and provided further, that
in no such case shall the Company be required to deliver to the
Trustee any such resolution or certificate as is described in
subdivisions (1) and (6)of Section 3.06 hereof, or any opinions
with respect to the authorization by governmental authorities or
by the Company of the issue of bonds or with respect to tax laws
applicable to the issue of such bonds; and provided further, that
in the computation of such net property additions for the purpose
of withdrawal of cash under this Section (and irrespective of the
computation contained in the engineer's certificate hereinafter
in this paragraph referred to) (1) there shall not be deducted
property retirements as specified in paragraph (A) (1) of the
definition of "net property additions" contained in Section 1.05
and (2) there shall not be added the amount provided to be added
by paragraph (B) of said definition. Nevertheless, the
engineer's certificate described in subdivision (3) of Section
3.06, shall include, for the purpose of determining the amount of
unapplied balance of property additions referred to in Clause (A)
of said subdivision (3) to be carried forward into any subsequent
engineer's certificate, the statements called for by said
subdivision (3).
If the total amount of credits specified in any certificate of
the Company filed for such accounting period shall exceed the
Standard of Expenditure during such accounting period, the
excess, if any, shall be available as a credit in any subsequent
certificate of the Company, or, at the option of the Company, if
any property additions have previously been used as a credit to,
or if any property additions have previously been used for the
withdrawal of cash from, the Maintenance and Replacement Fund,
such property additions, to the amount of such excess only, may
thereafter be used, anything in this Indenture to the contrary
notwithstanding, for any purpose for which the same might have
been used hereunder, whereupon the amount of such excess avail-
able for any such use shall be decreased accordingly.
The terms "gross water operating revenues" and "gross gas
operating revenues" for the purposes of this Section and of Sec-
tion 4.11 are hereby defined as the amount received or accrued
from the sale of water or gas service (as the case may be), after
deducting an amount equal to the cost of water or gas (as the
case may be) purchased for exchange or resale and rentals paid or
incurred for water or gas (as the case may be) properties leased,
and adding thereto the amounts received or accrued as rentals or
fixed charges for the use by others (or the use by the Company
for the account of others) of water or gas (as the case may be)
properties owned by the Company (with all interdepartmental items
eliminated); provided, however, that there shall be excluded from
such operating revenues any revenue derived from the sale or
lease of goods, wares and merchandise, equipment, materials or
supplies acquired by the Company for the purpose of sale or
resale or leasing to its customers in the ordinary course and
conduct of its business; and further provided, that any such
operating revenues which are in controversy as a result of any
litigation, or which have been impounded in such litigation,
shall be included in the gross operating revenues for the purpose
of this computation only after, and in the year in which, any
such operating revenues in controversy or impounded are recovered
or, at the option of the Company, after, and in the year in
which, it shall have been finally determined that such operating
revenues belong to the Company.
The Company further covenants that it will promptly classify
as retired for the purpose of any computation of net property
additions hereunder all mortgaged property that (a) has perma-
nently ceased to be used or useful in the business of producing,
manufacturing, transmitting, distributing or supplying water or
gas, or (b) has been abandoned.
Sec. 4.11. That, so long as any of the bonds of the 2 7/8%
Series due 1976 shall be outstanding, the Company will not de-
clare or pay any dividends on its common stock (other than divi-
dends payable in shares of its common stock), or make any other
distribution on any shares of its common stock, or purchase any
shares of its common stock if, as a result thereof, the amount of
such dividends, distributions and purchases exceeds the amount of
the earned surplus of the Company, determined in accordance with
accepted accounting practice; provided, however, that, for the
purposes of this Section 4.11, in determining at any time or from
time to time the amount of earned surplus there shall be included
in operating expenses an amount for maintenance and repairs to,
and as provision for reserves for renewals and replacements,
retirements or depreciation of the Company's water and gas
properties, equivalent to the Standard of Expenditure, as said
term is defined in Section 4.10.
Sec. 4.12. That it will execute and deliver such further in-
struments and do such further acts as may be necessary or proper
to carry out more effectually the purposes of this Indenture, and
to make subject to the lien hereof any property hereafter
acquired and intended to be subject to the lien hereof, and to
transfer to any new trustee or trustees or co-trustee or co-
trustees the estate, powers, instruments or funds held in trust
hereunder.
Sec. 4.13. That it will cause this Indenture, and each sup-
plemental indenture or instrument purporting to create a lien
upon mortgaged property to secure the bonds, to be promptly
recorded and filed and re-recorded and re-filed in such manner
and in such places as may be required by law in order fully to
make effective and maintain the lien intended to be created
thereby and to preserve and protect the security of the bond-
holders and all rights of the Trustee, and that it will furnish
to the Trustee:
(a) Promptly after the execution and delivery of this
Indenture, and promptly after the execution and delivery here-
after of each indenture supplemental hereto, an opinion of
counsel (who may be of counsel to the Company) either stating
that in the opinion of such counsel this Indenture, or such
supplemental indenture, as the case may be, has been properly
recorded and filed so as to make effective the lien intended
to be created thereby, and reciting the details of such
action, or stating that in the opinion of such counsel no such
action is necessary to make such lien effective. It shall be
a compliance with this subdivision (a) if (1) the opinion of
counsel herein required to be delivered to the Trustee shall
state that this Indenture or such supplemental indenture, as
the case may be, has been received for record or filing in
each jurisdiction in which it is required to be recorded or
filed and that, in the opinion of counsel (if such is the
case), such receipt for record or filing makes effective the
lien intended to be created by this Indenture or such supple-
mental indenture, as the case may be, and (2) such opinion is
delivered to the Trustee within such time, following the date
of the execution and delivery of this Indenture or such sup-
plemental indenture, as the case may be, as shall be practic-
able having due regard to the number and distance of the
jurisdictions in which this Indenture or such supplemental
indenture, as the case may be, is required to be recorded or
filed; and
(b) On or before March 15, 1947, and on or before each
March 15 thereafter, an opinion of counsel (who may be of
counsel to the Company), either stating that in the opinion of
such counsel such action has been taken with respect to the
recording, filing, re-recording, and refiling of this Inden-
ture and any indentures supplemental hereto as is necessary to
maintain the lien of this Indenture, and reciting the details
of such action, or stating that in the opinion of such counsel
no such action is necessary to maintain such lien.
Sec. 4.14. That it will not issue, or permit to be issued,
any bonds hereunder in any manner other than in accordance with
the provisions of this Indenture and the agreements in that be-
half herein contained, and will not suffer or permit any default
to occur under this Indenture or any indenture supplemental here-
to, but will faithfully observe and perform all the conditions,
covenants and requirements of this Indenture and of any indenture
supplemental hereto and of the bonds issued hereunder.
Sec. 4.15. That if the Company shall fail to perform any of
the covenants contained in Section 4.05, Section 4.06, Section
4.07 or Section 4.13, the Trustee may make advances in order to
perform the same in its behalf; and all sums so advanced shall be
at once repayable by the Company as provided in Section 13.10.
Sec. 4.16. That it will not acquire, by purchase or other-
wise, any property (other than property of the character excepted
from the lien of this Indenture by the last paragraph of the
Granting Clauses hereof) subject to a prior lien or prior liens
(A) if at the time of the acquisition by the Company of
any such property, the principal amount of outstanding
indebtedness secured by such prior lien or prior liens shall
exceed sixty per centum (60%) of the sum of (1) an amount
equal to the then fair value of the property subject to such
prior lien or prior liens plus (2) an amount equal to one
hundred sixty-six and two-thirds per centum (166 2/3%) of the
aggregate principal amount of all bonds to the authentication
and delivery of which the Company would, at the time of such
acquisition, be entitled under the provisions of this Inden-
ture upon the basis of property additions by virtue of compli-
ance with all applicable provisions of this Indenture (except
as otherwise in this Section set forth) relating to such
authentication and delivery, provided, however, that if any
such indebtedness so secured by prior lien shall exceed sixty
per centum (60%) of the then fair value of the property sub-
ject to such prior lien or prior liens, then the acquisition
thereof shall, to the extent of an aggregate principal amount
of bonds equal to such excess of prior lien, operate as a
waiver by the Company of the right to the authentication and
delivery of such aggregate principal amount of bonds, and to
such extent no such bonds may thereafter be authenticated and
delivered hereunder; and
(B) unless the net earnings of the Company, determined in
the manner provided in Section 1.06, but including therein the
net earnings or net losses of the property so to be acquired,
shall, for some period of twelve (12) consecutive calendar
months within the fifteen (15) calendar months immediately
preceding the 1st day of the month in which such property is
to be acquired have been in the aggregate equal to at least
two (2) times time annual interest requirements of the Company
as specified in subdivision (B) of Section 1.06 plus the
annual interest requirements on all indebtedness secured by
such prior lien or prior liens, after deducting, however, from
such latter requirements, the annual interest requirements on
all such indebtedness, if any, held by the Company immediately
prior to such acquisition.
In case the Company shall propose to acquire any property subject
to a prior lien, as permitted by this Section, it will prior to,
or simultaneously with, the acquisition of any such property file
within the Trustee:
(1) An engineer's certificate made and dated not more than
sixty (60) days prior to the date as of which such property is
to be acquired,
(a) stating that the Company proposes to acquire cer-
tain property subject to a prior lien or prior liens,
(b) describing in reasonable detail the property so to
be acquired,
(c) specifying the nature and extent of all prior
liens, and the principal amount of all indebtedness secured
thereby, existing upon any of the property so to be
acquired, and
(d) stating that the fair value to the Company of such
property, as of the proposed date of acquisition thereof,
will be equal to or more than an amount stated in such cer-
tificate; in determining such fair value, it shall be
proper in the case of any water or gas utility system
included in such property to include as an element of the
value thereof an amount deemed proper by the signers for
any rights and intangible property (except going concern
value or good will) simultaneously acquired with such sys-
tem for which no separate or distinct consideration shall
have been paid or apportioned.
(2) A net earnings certificate, with such appropriate
modifications or additions thereto as may be necessary to
show compliance with the provisions of subdivision (B) of
this Section.
(3) An opinion of counsel to the effect that the nature
and extent of the prior lien or prior liens on the property
so to be acquired are correctly stated in said engineer's
certificate, and that upon the acquisition thereof by the
Company all such property of the character intended to be
subjected to the lien hereof will be subject to the lien of
this Indenture, free from all liens and encumbrances except
the prior lien or prior liens specified in said engineer's
certificate and except prepaid liens and permitted encum-
brances.
(4) A certificate of the Company and an opinion of
counsel as to compliance with conditions precedent.
In case, in connection with any such acquisition of property
subject to a prior lien, the indebtedness secured by prior lien
shall exceed sixty per centum (60%) of the then fair value of the
property subject thereto and the Company's right to make such
acquisition shall, accordingly, be based in part on the waiver as
aforesaid of the right to the authentication and delivery of
bonds hereunder, the Company shall evidence such waiver by a
certifled resolution, and shall comply with all applicable provi-
sions of this Indenture relating to such authentication and
delivery (except as hereinafter in this Section provided, and
with such omissions and variations as may be appropriate in the
light of the fact that a waiver of the right to the authentica-
tion and delivery of bonds is required); provided, however, that
in no such case shall the Company be required to deliver to the
Trustee the resolution and certificate such as are described in
subdivisions (1) and (6) of Section 3.06 (but in lieu of the cer-
tificate described in said subdivision (6) of said Section 3.06
the Company shall deliver the certificate described in subdivi-
sion (2) of this Section 4.16) or such parts of the opinion
described in subdivision (7) of Section 3.06 as relate to the
authorization by governmental authorities and by the Company of
the issue of bonds and as relate to tax laws applicable to the
issue of bonds, or to comply with any earnings requirements
except as set forth in subdivision (2) of this Section.
Anything herein contained to the contrary notwithstanding, the
right of the Company to acquire water or gas equipment from the
manufacturers thereof or from others subject to any chattel mort-
gage, conditional sales agreement or equipment trust agreement
shall not be in any respect limited or restricted by the provi-
sions of this Section, and such provisions shall have no applica-
tion to any such acquisition.
Sec. 4.17. That, if a default as defined in Section 9.01
shall occur and be continuing, it will not sell, pledge or
otherwise dispose of any bonds issued hereunder then held by it
or on its behalf.
Sec. 4.18. The term "restricted property", as used in this
Section 4.18, shall at any time mean (1) property additions
theretofore or then being funded and not theretofore released
from the lien hereof, which were at the time of funding thereof
and continue to be subject to a prior lien, and (2) prior lien
bonds theretofore or then being funded, provided that the prior
lien securing such bonds shall not have been cancelled.
The Company covenants and agrees that it will not apply for or
obtain the authentication and delivery of any additional bonds,
or the withdrawal of any cash, or the release of any property
under any provision of this Indenture if as a result of such
authentication and delivery of bonds, or withdrawal of cash, or
release of property, as shall be stated in an engineer's certifi-
cate accompanying the application, the aggregate of:
(A) The principal amount of all additional bonds thereto-
fore authenticated and delivered and then outstanding
(including any bonds then to be authenticated and delivered)
upon the basis of property additions, or prior lien bonds,
which then constitute restricted property;
(B) The principal amount of all prior lien bonds out-
standing; and
(C) The total amount of all cash which has been deposited
with the Trustee under any provision of this Indenture (other
than cash representing the proceeds of insurance on property
additions subject to prior lien) and subsequently withdrawn
(including any such cash then to be withdrawn) upon the basis
of property additions, or prior lien bonds, which then consti-
tute restricted property;
would exceed ten per centum (10%) of the sum of the aggregate
principal amount of (1) all bonds then outstanding, including the
bonds then to be authenticated and delivered, and (2) all prior
lien bonds then outstanding.
Sec. 4.19. The Company covenants and agrees that it will pay
or cause to be paid when due and payable the principal of, or
will acquire and pledge hereunder, all outstanding prior lien
bonds not at the time deposited hereunder; that until paid or
discharged at maturity or otherwise, it will pay or cause to be
paid the interest thereon at the time and at the place or places
therein, or in the coupons attached thereto, set forth; and that
it will prevent any default or other thing from happening whereby
the right might arise to enforce by foreclosure or otherwise time
prior lien securing the same.
Sec. 4.20. The Company covenants that if at any time here-
after it shall acquire property subject to a prior lien it will
not permit the principal amount of any indebtedness secured by
such lien to be increased at any time thereafter, unless the
evidences of such increased indebtedness are forthwith deposited
with the Trustee, to be held subject to the provisions of Article
7 (except in accordance with any applicable provisions with
respect to substituting new instruments evidencing any such
indebtedness in place of other such instruments which may have
become mutilated, lost, stolen or destroyed).
Sec. 4.21. A. The Company covenants and agrees that it will
forthwith pledge and deposit with the Trustee, uncanceled, all
prior lien bonds which may hereafter be acquired uncanceled by
the Company, whether or not such bonds have theretofore become
due and payable, unless the Company shall, by the terms of a
prior lien, be required to cancel such bonds or deliver or pledge
them to or with the trustee or other holder of any prior lien.
All such bonds deposited with the Trustee shall be received and
held by the Trustee, as further security for the bonds issued
hereunder, in the manner provided in Article 7; provided, how-
ever, that any such prior lien bonds so deposited and pledged
with the Trustee may, if not theretofore funded, be made the
basis, then or from time to time thereafter, for the authentica-
tion and delivery of bonds, the withdrawal of cash, the release
of property, or a credit to the extent, in the manner and subject
to the conditions in this Indenture provided.
B. The Company covenants and agrees that, upon the satisfac-
tion of any prior lien, all prior lien bonds secured by other
prior liens, which are then held by the trustee or other holder
of such satisfied prior lien, shall be delivered to the Trustee
to be held subject to the provisions of Article 7, or, if so
required by the terms of any other prior lien or liens, to the
trustee or other holder of the mortgage or other lien or liens,
securing such prior lien bonds or securing other prior lien
bonds, to be canceled or to be held in pledge or for the purpose
of any sinking fund or analogous fund for the retirement of bonds
for which provision may have been made in the instrument evi-
dencing such mortgage or other lien; and that the Company will
not obtain or apply for the authentication and delivery of any
bonds under the provisions of Section 3.11, or the withdrawal of
cash, the release of property, or a credit under any provision of
this Indenture, upon the basis of any prior lien bonds deposited
with the Trustee pursuant to the provisions of this subdivision
B.
C. The Company further covenants and agrees that all prior
lien bonds, proceeds of property, considerations for property
taken by the exercise of the power of eminent domain or purchased
by a municipality in the exercise of any right, considerations
for property released, proceeds of insurance, and moneys, in lieu
of which, in each case, the Trustee shall have received a cer-
tificate that the same have been deposited with the trustee or
other holder of a prior lien in pursuance of any provision of
this Indenture, and which in each case are held by the trustee or
other holder of a prior lien, at the time of the satisfaction of
such prior lien, shall thereupon be paid or delivered to the
Trustee (to be held subject to the provisions of this Indenture
as though originally received by the Trustee) or to the trustee
or other holder of a prior lien if required by the terms of such
prior lien; and that the Company will not obtain any withdrawal
of any such prior lien bonds or any such cash or any such pro-
ceeds or considerations from any such trustee or holder on the
basis of any prior lien bonds deposited with the Trustee pursuant
to any provisions of this Indenture and theretofore funded,
except for the purpose of depositing such prior lien bonds, cash,
or proceeds or considerations so withdrawn with the Trustee here-
under; and that the Company will not apply for or obtain the
authentication and delivery of any bonds under the provisions of
Section 3.11 or the withdrawal of cash or the release of property
or take a credit under any provisions of this Indenture on the
basis of any prior lien bonds used to withdraw any such cash,
prior lien bonds, or proceeds or considerations from any such
trustee or holder which are not deposited with the Trustee here-
under.
D. The Company further covenants and agrees that it will not
apply for or obtain the release of any cash received or held by a
trustee or other holder under any prior lien except upon compli-
ance with the terms of Section 8.11, unless such cash shall
thereupon be deposited with the Trustee to be held and applied by
it as though such cash had originally been deposited with the
Trustee.
Sec. 4.22. That, on or before December 31, 1946, and on or
before December 31 in each calendar year thereafter, or on or be-
fore such other day in each calendar year as the Company and the
Trustee may from time to time agree upon, it will deliver to the
Trustee a certificate of the Company complying with the provi-
sions of subdivision (i) of Section 1.03 in respect of compliance
or non-compliance by the Company with the covenants contained in
Section 4.02, Section 4.03, Section 4.05, Section 4.06, Section
4.07, Section 4.09, Section 4.11, Section 4.12, Section 4.14,
Section 4.16, Section 4.17, Section 4.18, Section 4.19, Section
4.20, Section 4.21 and Section 8.05.
Sec. 4.23. (a) The Company covenants and agrees that, so
long as any bonds of the 2 7/8% Series due 1976 remain out-
standing, it will, on or before February 1, 1947, and on or
before February 1 in each year thereafter, to and including the
year 1975, pay to the Trustee cash in an amount sufficient to
redeem, at the redemption price applicable on the next succeeding
March 15, together with interest accrued to such March 15, pursu-
ant to the provisions of Section 5.01 (1) with respect to redemp-
tion of bonds pursuant to this Section 4.23, the principal amount
of bonds of the 2 7/8% Series due 1976 indicated in the following
schedule:
Sinking Fund Payment Date Amount
February 1, 1947 $100,000
February 1, 1948 102,000
February 1, 1949 104,000
February 1, 1950 107,000
February 1, 1951 110,000
February 1, 1952 113,000
February 1, 1953 116,000
February 1, 1954 119,000
February 1, 1955 122,000
February 1, 1956 125,000
February 1, 1957 128,000
February 1, 1958 132,000
February 1, 1959 136,000
February 1, 1960 140,000
February 1, 1961 144,000
February 1, 1962 148,000
February 1, 1963 152,000
February 1, 1964 156,000
February 1, 1965 160,000
February 1, 1966 164,000
February 1, 1967 169,000
February 1, 1968 174,000
February 1, 1969 179,000
February 1, 1970 184,000
February 1, 1971 189,000
February 1, 1972 194,000
February 1, 1973 199,000
February 1, 1974 205,000
February 1, 1975 211,000
and it will pay the Trustee on or before February 1, 1976 the sum
of $218,000; provided, however, that if additional bonds of the
2 7/8% Series due 1976 are authenticated and delivered by the
Trustee and are outstanding, the amount payable on each of the
above Sinking Fund payment dates after the date on which such
additional bonds are authenticated and delivered, shall be
increased by an amount with respect to each such additional prin-
cipal amount of bonds computed as follows: the amount of the
increase with respect to each such additional principal amount of
bonds shall be the amount which is the integral multiple of One
Thousand Dollars ($1,000) nearest to the amount which bears the
same ratio to the aggregate principal amount of such additional
bonds (i.e., the amount thereof originally authenticated and
delivered) as the original Sinking Fund payment (disregarding any
such increases) due under this Section 4.23 on each such respec-
tive subsequent Sinking Fund payment date bears to the amount
remaining after deducting from Twenty-three Million Five Hundred
Thousand Dollars ($23,500,000) the aggregate amount of all
Sinking Fund payments (disregarding any such increases) that
shall have become due under this Section 4.23 prior to the
authentication and delivery of such additional principal amount
of bonds.
(b) In lieu of cash the Company may deliver to the Trustee,
to satisfy the Sinking Fund, in whole or in part, bonds of the
2 7/8% Series due 1976 taken at their principal amount, provided,
however, that the bonds so delivered shall not have previously
been made the basis for the issue of bonds, or the withdrawal of
cash, or the taking of a credit under any of the provisions of
this Indenture. Bonds of the 2 7/8% Series due 1976, together
with coupons appertaining thereto, delivered by the Company to
the Trustee in lieu of cash as above stated, shall be accompanied
by a written statement to the effect that the same are delivered
by the Company in lieu of cash as provided in this subdivision
(b).
(c) All cash paid to the Trustee on or before February 1,
1975 pursuant to the above provisions shall be applied by the
Trustee, without any further action on the part of the Company,
to the redemption on the next succeeding March 15, of bonds of
the 2 7/8% Series due 1976, at the redemption price then in
effect pursuant to the provisions of subdivision (1) of Section
5.01 with respect to redemption of bonds pursuant to the provi-
sions of this Section, together with accrued interest thereon, in
the manner and on the conditions provided in Article 5; and the
Company hereby irrevocably authorizes the Trustee, in the name of
and at the expense of the Company and on its behalf, to give
notice of the call of such bonds for redemption in the manner and
with the effect specified in Article 5; provided, however, that
the Trustee shall not be required to make any such redemption
unless furnished with an opinion of counsel that all authoriza-
tions, approvals or consents of any governmental bodies at the
time having jurisdiction in the premises to such redemption have
been obtained or that no authorization, approval or consent of
any governmental body is required. The Company covenants and
agrees that it will make timely application for any authoriza-
tion, approval or consent of any governmental body, at the time
having jurisdiction in the premises, which may be required for
any redemption pursuant to the provisions of this Section and
will do all other things necessary on its part to be done to
effect any such redemption. The Sinking Fund payment due
February 1, 1976 shall be applied to the payment of the bonds of
the 2 7/8% Series due 1976 at maturity.
(d) Any cash balance at any time in the Sinking Fund amounting
to less than the amount of $10,O00 shall not be applied by the
Trustee to the redemption of bonds of the 2 7/8% Series due 1976,
unless the Company shall in writing so request, but shall be
added to any succeeding Sinking Fund cash payment or payments,
and be applied to such redemption along with such succeeding
payment or payments.
(e) Bonds of the 2 7/8% Series due 1976 redeemed by the
Trustee, or delivered to the Trustee by the Company in lieu of
cash, as provided in subdivision (b) or this Section 4.23,
together with all interest coupons appertaining thereto maturing
on and after the date of such redemption or delivery, shall be
cancelled by the Trustee and disposed of as provided in Section
5.05, and no bonds or coupons shall be issued in lieu of the
bonds and coupons so canceled.
ARTICLE 5
REDEMPTION OF BONDS
Sec. 5.01. (1). The bonds of the 2 7/8% Series due 1976
shall be redeemable in whole or in part, at any time and from
time to time pursuant to the provisions of Section 4.23 or
Section 8.13, in each case at the redemption price at the time
applicable as set forth in the following schedule, together
with interest accrued to the date fixed for redemption:
Redemption
Price
(Percentage
of
Period Principal
Both dates inclusive, in each period Amount)
March 15, 1946 to March 14, 1947 102.5%
March 15, 1947 to March 14, 1948 102.5%
March 15, 1948 to March 14, 1949 102.5%
March 15, 1949 to March 14, 1950 102.5%
March 15, 1950 to March 14, 1951 102.375%
March 15, 1951 to March 14, 1952 102.25%
March 15, 1952 to March 14, 1953 102.25%
March 15, 1953 to March 14, 1954 102.125%
March 15, 1954 to March 14, 1955 102.125%
March 15, 1955 to March 14, 1956 102%
March 15, 1956 to March 14, 1957 102%
March 15, 1957 to March 14, 1958 101.875%
March 15, 1958 to March 14, 1959 101.75%
March 15, 1959 to March 14, 1960 101.75%
March 15, 1960 to March 14, 1961 101.625%
March 15, 1961 to March 14, 1962 101.625%
March 15, 1962 to March 14, 1963 101.5%
March 15, 1963 to March 14, 1964 101.375%
March 15, 1964 to March 14, 1965 101.25%
March 15, 1965 to March 14, 1966 101.25%
March 15, 1906 to March 14, 1967 101.125%
March 15, 1967 to March 14, 1968 101%
March 15, 1968 to March 14, 1969 101%
March 15, 1969 to March 14, 1970 100.875%
March 15, 1970 to March 14, 1971 100.75%
March 15, 1971 to March 14, 1972 100.625%
March 15, 1972 to March 14, 1973 100.5%
March 15, 1973 to March 14, 1974 100.5%
March 15, 1974 to March 14, 1975 100%
March 15, 1975 to March 14, 1976 100%
(2) The bonds of the 2 7/8% Series due 1976 shall also be
redeemable in whole or in part, at any time and from time to time
at the option of the Company, or pursuant to any provisions of
this Indenture, other than Section 4.23 or Section 8.13, at the
redemption price at the time applicable as set forth in the
following schedule, together with interest accrued to the date
fixed for redemption:
Redemption
Price
(Percentage
of
Period Principal
Both dates inclusive, in each period Amount)
March 15, 1946 to March 14, 1947 105.5%
March 15, 1947 to March 14, 1948 105.5%
March 15, 1948 to March 14, 1949 105.5%
March 15, 1949 to March 14, 1950 105.5%
March 15, 1950 to March 14, 1951 104.625%
March 15, 1951 to March 14, 1952 104.625%
March 15, 1952 to March 14, 1953 104.625%
March 15, 1953 to March 14, 1954 104.625%
March 15, 1954 to March 14, 1955 103.75%
March 15, 1955 to March 14, 1956 103.75%
March 15, 1956 to March 14, 1957 103.75%
March 15, 1957 to March 14, 1958 103.75%
March 15, 1958 to March 14, 1959 103.75%
March 15, 1959 to March 14, 1960 102.75%
March 15, 1960 to March 14, 1961 102.75%
March 15, 1961 to March 14, 1962 102.75%
March 15, 1962 to March 14, 1963 102.75%
March 15, 1963 to March 14, 1964 102.75%
March 15, 1964 to March 14, 1965 101.875%
March 15, 1965 to March 14, 1966 101.875%
March 15, 1966 to March 14, 1967 101.875%
March 15, 1967 to March 14, 1968 101.875%
March 15, 1968 to March 14, 1069 101.875%
March 15, 1969 to March 14, 1970 101%
March 15, 1970 to March 14, 1971 101%
March 15, 1971 to March 14, 1972 101%
March 15, 1972 to March 14, 1973 101%
March 15, 1973 to March 14, 1974 101%
March 15, 1974 to March 14, 1975 100%
March 15, 1975 to March l4, 1976 100%
Any redemption of bonds of the 2 7/8% Series due 1976 shall be
effected in accordance with the provisions of Article 5.
Sec. 5.02. Such of the bonds of any other series issued here-
under as are, by their terms, redeemable before maturity, may, at
the option of the Company, be redeemed at such times, in such
amounts and at such prices (herein referred to as the redemption
price) as may be specified therein and in accordance with the
provisions hereinafter set forth in this Article.
Sec. 5.03. If the Company shall elect or be required to ef-
fect such redemption, it shall give notice thereof in accordance
with this Section. If a11 bonds outstanding, of all series of
which any bonds are to be redeemed, shall be fully registered
bonds without coupons or coupon bonds registered as to principal,
notice of redemption shall be sufficiently given if mailed,
postage prepaid, by registered mail, at least thirty (30) days
prior to the date on which such redemption is to be made, to all
registered owners of bonds to be redeemed, at their addresses as
the same shall appear on the bond registry of the Company; other-
wise notice of redemption shall be given by publication thereof
once in each of any four (4) successive calendar weeks prior to
the date on which such redemption is to be made, in at least one
authorized newspaper in the Borough of Manhattan, The City of New
York (in each instance upon any day of the week, but the publica-
tion in the first calendar week to be made not less than thirty
(30) and not more than sixty (60) days prior to such redemption
date). If notice by publication shall be required, notice shall
also be mailed as aforesaid to each registered owner of bonds to
be redeemed, but in such case neither failure so to mail such
notice to any such registered owner or owners nor any imperfec-
tion or defect in such notice shall affect the validity of the
proceedings for redemption. Each notice of redemption shall
state such election on the part of the Company or such require-
ment and shall specify, in case less than all of the bonds of a
series are to be redeemed, the distinctive numbers of the bonds
to be redeemed, and shall also state that the interest on the
bonds in such notice designated for redemption shall cease to
accrue on such redemption date and that on said date there will
become due and payable upon each of said bonds the redemption
price therein specified, at the principal office of the Trustee.
Any election of the Company to redeem bonds may be rescinded
by the Company at any time prior to the first publication or the
mailing of the notice of redemption.
In case the Company shall have elected to redeem less than all
the outstanding bonds of any series, it shall, in each such in-
stance, notify the Trustee in writing of such election and of the
aggregate principal amount of bonds of such series to be re-
deemed.
The selection of bonds to be redeemed shall, in case less than
all of the outstanding bonds of any series are to be redeemed, be
made by the Trustee either (a) in accordance with the provisions
of any agreement, satisfactory to the Trustee, duly executed by
the registered owners of all of the bonds of such series if at
the time of selection all of the outstanding bonds of such series
shall be either fully registered bonds without coupons or coupon
bonds registered as to principal and shall all be registered in
the names of one or more parties to said agreement and an exe-
cuted counterpart of said agreement shall have been filed with
the Trustee at or prior to the time of selection, or (b) if the
provisions of the preceding Clause (a) shall not be applicable by
drawing the bonds to be redeemed by lot, from the bonds of such
series theretofore authenticated and delivered hereunder and not
previously canceled by the Trustee or called for redemption in
any manner deemed by the Trustee to be fair and proper. The
Trustee shall promptly notify the Company in writing of the dis-
tinctive numbers of the bonds so selected for redemption.
In case any fully registered bond without coupons shall be
redeemed in part only, said notice shall specify the principal
amount thereof to be redeemed and shall state that, upon the
presentation of such fully registered bond for partial redemp-
tion, a new bond or bonds of the same series of an aggregate
principal amount equal to the unredeemed portion of such fully
registered bond will be issued in lieu thereof; and in such case
the Company shall execute and the Trustee shall authenticate and
deliver to or upon the written order of the registered owner of
any such fully registered bond, at the expense of the Company, a
bond or bonds of the same series, and in either coupon or fully
registered form (but only in authorized denominations) for the
principal amount of the unredeemed portion of such fully regis-
tered bond, or, the Trustee may, upon presentation thereof for
the purpose, make a notation thereon of the payment of the por-
tion thereof so called for partial redemption.
Notice having been given as aforesaid, the bonds (or the
specified portion of fully registered bonds without coupons) so
to be redeemed shall on the date designated in such notice become
due and payable at the redemption price so specified including
interest accrued to the date fixed for redemption); and from and
after the date so designated for redemption (unless the Company
shall make default in the deposit with the Trustee of moneys suf-
ficient to redeem such bonds) interest on the bonds so designated
for redemption (or in the case of partial redemption of a fully
registered bond without coupons, on the portion thereof to be
redeemed) shall cease to accrue, and the coupons for interest
maturing subsequent to such date shall be void, and upon sur-
render at the office of the Trustee, in accordance with said
notice, of any bond specified therein, together with all coupons
thereto appertaining maturing after the date fixed for redemp-
tion, such bond (or the portion thereof to be redeemed) shall be
paid by the Company at the redemption price aforesaid, including
accrued interest to the date fixed for redemption. In the case
of a coupon bond, the interest due on the date of redemption (if
it be an interest date) and the interest which shall have matured
prior to the redemption date shall continue to be payable (but
without interest thereon, unless the Company shall make default
in the payment thereof upon demand) to the respective bearers of
the coupons therefor, upon the presentation and surrender there-
of. If, due to the default of the Company, the said bonds are
not so paid upon surrender thereof, said bonds shall continue to
bear interest at the rate therein specified until paid.
The Company shall deposit in trust with the Trustee, prior to
the date designated for redemption, an amount of money sufficient
to pay the redemption price of all the bonds which the Company
has elected to redeem on such date, including accrued interest,
and premium, if any.
Sec. 5.04. If and so soon as the Company shall have duly
elected to redeem any bonds pursuant to the provisions of Section
5.03, and shall have delivered to the Trustee
(1) a certificate of the Company and an opinion of counsel
to the effect that notice of redemption thereof has been duly
published and/or mailed pursuant to the provisions of Section
5.03 or pursuant to the provisions of any sinking, amortiza-
tion, improvement or other analogous fund, if any, which may
hereafter be created as in Section 2.02 provided, or
(2) a written instrument executed by the Company under its
corporate seal and expressed to be irrevocable, authorizing
the Trustee to give such notice on behalf of the Company;
and shall have deposited with the Trustee an amount of money suf-
ficient to pay the redemption price of such bonds, and shall have
made proper provision for the payment of all interest on any such
bonds payable on or before the date designated for redemption
thereof which is not included in the redemption price thereof;
then and in every such case
(a) the moneys held by the Trustee for the redemption of
such bonds shall, without further act, be deemed forthwith to
be reserved for the benefit of the holders of such bonds and
shall constitute a trust fund for them, and
(b) upon and after the date fixed for redemption (notice
of such redemption having been given as hereinbefore provided
and such deposit having been made as aforesaid), or upon and
after such deposit with the Trustee together with irrevocable
instructions to the Trustee to give notice of such redemption,
and to give notice that moneys to effect such redemption have
been deposited with the Trustee and are immediately available
to the holders or registered owners of such bonds upon presen-
tation and surrender thereof,
all such bonds (or in case of partial redemption of a fully
registered bond without coupons, the portion thereof to be
redeemed) shall be excluded from participation in the lien and
security afforded by this Indenture, and as between the Company
and the holder thereof all such bonds or portions thereof shall,
upon and after the date upon which such notice is first pub-
lished, be deemed to have been paid. Moneys held in trust by the
Trustee for the redemption of any bonds shall not be deemed to be
a part of the trust estate.
Sec. 5.05. All bonds redeemed pursuant to Section 5.03 and
the appurtenant coupons shall be canceled by the Trustee, and
shall thereafter be cremated if in coupon form or delivered to
the Company if in fully registered form. All interest coupons
maturing subsequent to the date so designated for redemption
appurtenant to bonds so redeemed shall be null and void.
Sec. 5.06. The holder of each and every bond of the 2 7/8%
Series due 1976 hereby agrees to accept payment thereof prior to
maturity on the terms and conditions in this Article 5 and in
Section 4.23 and Section 8.13 provided.
ARTICLE 6
BONDHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
Sec. 6.01. The Company covenants and agrees that it will fur-
nish or cause to be furnished to the Trustee between November 15
and December 1, 1946 and between May 15 and June 1 and between
November 15 and December 1 in each year, beginning with 1947, and
at such other times as the Trustee may request in writing, within
thirty (30) days after the receipt by the Company of such re-
quest, a list in such form as the Trustee may reasonably require
containing all the information in the possession or control of
the Company or of any of its paying agents (other than the
Trustee), as to the names and addresses of the holders of bonds
obtained since the date as of which the next previous list, if
any, was furnished. Any such list may be dated as of a date not
more than thirty (30) days prior to the time such information is
furnished or caused to be furnished and need not include informa-
tion received after such date.
Sec. 6.02. (a) The Trustee shall preserve, in as current a
form as is reasonably practicable, all information as to the
names and addresses of the holders of bonds outstanding under
this Indenture (1) contained in the most recent list furnished to
it as provided in Section 6.01, (2) received by it in the capa-
city of paying agent hereunder, if and when acting in such capa-
city, and (3) filed with it within two preceding years pursuant
to the provisions of paragraph (2) of subsection (c) of Section
6.04. The Trustee may (1) destroy any list furnished to it as
provided in Section 6.01 upon receipt of a new list so furnished;
(2) destroy any information received by it as paying agent for
any series of bonds upon delivering to itself as Trustee, not
earlier than forty-five (45) days after an interest payment date
of the bonds of such series, a list containing the names and
addresses of the holders of bonds of such series obtained from
such information since the delivery of the next previous list, if
any, with respect to such series; (3) destroy any list delivered
to itself as Trustee which was compiled from information received
by it as such paying agent upon the receipt of a new list so
delivered with respect to the same series; and (4) destroy any
information received by it pursuant to the provisions of para-
graph (2) of subsection (c) of Section 6.04, but not, until two
years after such information has been filed with it.
(b) In case three or more holders of bonds outstanding under
this Indenture (hereinafter referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable
proof that each such applicant has owned one or more bonds out-
standing under this Indenture for a period of at least six (6)
months preceding the date of such application, and such applica-
tion states that the applicants desire to communicate with other
holders of bonds with respect to their rights under this Inden-
ture or under the bonds, and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five (5) business days
after the receipt of such application, at its election, either
(1) afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section; or
(2) inform such applicants as to the approximate number of
holders of bonds whose names and addresses appear in the in-
formation preserved at the time by the Trustee, in accordance
with the provisions of subsection (a) of this Section, and as
to the approximate cost of mailing to such bondholders the
form of proxy or other communication, if any, specified in
such application.
If the Trustee shall elect not to afford to such applicants
access to such information, the Trustee shall, upon the written
request of such applicants, mail to each bondholder whose name
and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a)
of the Section, a copy of the form of proxy or other communica-
tion which is specified in such request, with reasonable prompt-
ness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable
expenses of mailing, unless within five (5) days after such
tender the Trustee shall mail to such applicants and file with
the Securities and Exchange Commission together with a copy of
the material to be mailed a written statement to the effect that,
in the opinion of the Trustee, such mailing would be contrary to
the best interests of the bondholders or would be in violation of
applicable law. Such written statement shall specify the basis
of such opinion. If said Commission, after opportunity for a
hearing upon the objections specified in the written statement so
filed, shall enter an order refusing to sustain any of such ob-
jections, or if, after the entry of an order sustaining one or
more of such objections, said Commission shall find, after notice
and opportunity for a hearing, that all the objections so sus-
tained have been met, and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such bond-
holders with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting
their application.
(c) The Trustee shall not be held accountable by reason of
the mailing of any material pursuant to any request made under
subsection (b) of this Section 6.02 or the disclosure of any
information as to the names and addresses of the holders of
bonds in accordance with the provisions of subsection (b) of
this Section 6.02 regardless of the source from which such
information was derived.
Sec. 6.03. The Company covenants and agrees
(1) to file with the Trustee, within fifteen (15) days
after the Company is required to file the same with the
Securities and Exchange Commission, copies of the annual re-
ports and of the information, documents, and other reports (or
copies of such portions of any of the foregoing as such Com-
mission may from time to time by rules and regulations pre-
scribe) which the Company may be required to file with such
Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or, if the Company is not
required to file information, documents, or reports pursuant
to either of such sections of the Securities Exchange Act of
1934, then to file with the Trustee and the Securities and
Exchange Commission, in accordance with such rules and regula-
tions as may be prescribed from time to time by said Commis-
sion, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Sec-
tion 13 of the Securities Exchange Act of 1934 in respect of a
security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules
and regulations;
(2) to file with then Trustee and the Securities and
Exchange Commission, in accordance with the rules and regula-
tions prescribed from time to time by said Commission, such
additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to
time by such rules and regulations; and
(3) to transmit to the holders of bonds, within thirty
(30) days after the filing thereof with the Trustee (or at
such other time as shall be fixed by the Securities and Ex-
change Commission) and in the manner and to the extent pro-
vided in subsection (c) of Section 6.04, with respect to
reports pursuant to subsections (a) of Section 6.04, such sum-
maries of any information, documents and reports required to
be filed by the Company pursuant to subsections (1) and (2) of
this Section 6.03 as may be required by the rules and regula-
tions prescribed from time to time by the Securities and
Exchange Commission.
Sec. 6.04. (a) The Trustee shall transmit, on or before
January 1, in each year beginning with the year 1947, to the
bondholders as hereinafter in this Section provided, a brief
report dated as of a date not more than sixty (60) days prior to
the date of such transmission, with respect to
(1) its eligibility and its qualifications under Section
4.08, Section 13.01 and Section 13.14, or in lieu thereof, if
to the best of its knowledge it has continued to be eligible
and qualified under such Sections, a written statement to such
effect;
(2) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the
making thereof) made by the Trustee, as such, which remain
unpaid on the date of such report, and for the reimbursement
of which the Trustee claims or may claim a lien or charge
prior to that of the bonds on the trust estate, including
property or funds held or collected by it as Trustee, provided
that the Trustee shall not be required (but may elect) to
state such advances if such advances so remaining unpaid
aggregate not more than one-half of one per centum (1/2%) of
the aggregate principal amount of the bonds outstanding on the
date of such report;
(3) the amount, interest rate, and maturity date of all
other indebtedness owing by the Company or any other obligor
upon the bonds to the Trustee in its individual capacity on
the date of such report, with a brief description of any
property held as collateral security therefor, except an
indebtedness based upon a creditor relationship arising in
any manner described in paragraphs (2), (3), (4) or (6) of
subsection (b) of Section 13.15;
(4) the property and funds physically in the possession of
the Trustee, or of a depositary for the Trustee, on the date
of such report;
(5) any release, or release and substitution, of property
subject to the lien of this Indenture (and the consideration
therefor, if any) which it has not previously reported; pro-
vided, however, that to the extent that the aggregate value as
shown by the release papers of any or all of such released
properties does not exceed an amount equal to one per centum
(1%) of the aggregate principal amount of bonds then out-
standing, the report need only indicate the number of such
releases, the total value of property released as shown by the
release papers, the aggregate amount of cash and obligations
secured by purchase money mortgages received and the aggregate
value of property received in substitution therefor as shown
by the release papers;
(6) any additional issue of bonds since the original issue
of bonds of the 2 7/8% Series due 1976 which it has not
previously reported; and
(7) any action taken by the Trustee in the performance of
its duties under this Indenture which the Trustee has not
previously reported and which in the opinion of the Trustee
materially affects the bonds or the trust estate, except
action in respect of a default notice of which has been or is
to be withheld by the Trustee in accordance with the provi-
sions of Section 9.02.
(b) The Trustee shall transmit to the bondholders as herein-
after provided, within ninety (90) days after the making of any
release, release and substitution, or advance as hereinafter
specified, a brief report with respect to
(1) the release, or release and substitution, of property
subject to the lien of this Indenture (and the consideration
therefor, if any) unless the fair value of property, as shown
by the certificates or opinions required by Section 8.02, Sec-
tion 8.03 or Section 8.04, is less than ten per centum (10%)
of the aggregate principal amount of bonds outstanding under
this Indenture at the time of such release, or such release
and substitution; and
(2) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the
making thereof) made by the Trustee since the date of the last
report transmitted pursuant to the provisions of subsection
(a) of this Section 6.04 (or if no such report has yet been so
transmitted, then since March 15, 1946), for the reimbursement
of which the Trustee claims or may claim a lien or charge,
prior to that of the bonds on the trust estate, including
property or funds held or collected by it as such Trustee, and
which it has not previously reported pursuant to this para-
graph, provided that the Trustee shall not be required (but
may elect) to state such advances, if such advances so
remaining unpaid at any time aggregate not more than ten per
centum (10%) of the aggregate principal amount of bonds out-
standing at such time.
(c) Reports pursuant to this Section 6.04 shall be trans-
mitted by mail --
(1) to all registered holders of bonds outstanding under
this Indenture, as the names and addresses of such holders
appear upon the registration books of the Company;
(2) to such holders of bonds outstanding under this Inden-
ture, as have, within two years preceding such transmission,
filed their names and addresses with the Trustee for that pur-
pose; and
(3) except in the case of reports pursuant to subsection
(b) of this Section 6.04, to each bondholder whose name and
address are preserved at the time by the Trustee, as provided
in subsection (a) of Section 6.02.
(d) A copy of each such report shall, at the time of such
transmission to bondholders be filed by the Trustee with each
stock exchange upon which the bonds of any series are listed and
with the Securities and Exchange Commission. The Company will
notify the Trustee of the name and address of each stock exchange
upon which the bonds of any series are listed.
(e) For the purpose of this Section 6.04, all bonds which
have been authenticated and delivered shall be deemed to be out-
standing, except bonds which have been returned to the Trustee
and canceled and bonds which, pursuant to the provisions of Sec-
tion 5.04 hereof, have been excluded from participation in the
lien and security afforded by this Indenture except the right to
receive funds deposited as provided in said Section 5.04.
ARTICLE 7
CONCERNING PRIOR LIEN BONDS DEPOSITED WITH TRUSTEE
Sec. 7.01. Each prior lien bond in coupon form deposited with
the Trustee shall when so deposited have attached thereto all
unmatured coupons, or shall be accompanied by evidence satisfac-
tory to the Trustee (which may be a certificate of the trustee or
other holder of the prior lien securing the same) that the dis-
charge of the lien securing such prior lien bond may be obtained
without the production of any coupon or coupons that may be
missing; and each prior lien bond so deposited shall be uncan-
celed. Each prior lien bond deposited hereunder shall be in
bearer form or accompanied by appropriate instruments of trans-
fer; and the Trustee may cause any or all registered prior lien
bonds to be registered in its name as Trustee hereunder, or
otherwise, or in the name or names of its nominee or nominees.
Sec. 7.02. All prior lien bonds received by the Trustee for
the purpose of this Article 7 shall be held by it as part of the
trust estate and without impairment of the obligation represented
thereby or the lien thereof, for the protection and further
security of the bonds issued hereunder. Unless a default as
defined in Section 9.01 shall have occurred and shall be con-
tinuing, no payment by way of interest or otherwise on any of the
prior lien bonds held by the Trustee shall be made or demanded,
and the coupons thereto appertaining shall, as they mature, be
canceled by the Trustee and delivered so canceled to the Company,
unless the Company shall direct, with respect to any of such
bonds, that such payments be made and demanded, in which event
the Company shall, subject to the provisions hereinafter in this
Section 7.02 contained, be entitled to receive all such payments.
In any event, unless such a default shall have occurred and shall
be continuing as aforesaid, all moneys received by the Trustee
(a) on account of the principal of or interest or premium on said
prior lien bonds, or (b) by reason of the sale or delivery of any
of said bonds to any sinking fund or other similar device for the
retirement of bonds provided for in any prior lien securing the
same (as to both (a) and (b) above to the extent that a certifi-
cate of the Company delivered to the Trustee shall state that
such moneys do not represent the proceeds of insurance on, or of
the release of, or of the taking by eminent domain or purchase
of, or of the other disposition or change of, property in respect
of which the Company might be entitled to the authentication and
delivery of bonds hereunder, including any property and substi-
tutes arising from any of the foregoing), shall be paid over by
the Trustee to or upon the written order of the Company; provided
that if and to the extent that such certificate of the Company
fails to state that such moneys do not represent any such pro-
ceeds, or substitutes therefor, the same shall be retained by the
Trustee and held as part of the trust estate, and may be with-
drawn, used or applied, in the manner, for the purposes, and sub-
ject to the conditions provided in Section 8.11.
Sec. 7.03. Unless a default as defined in Section 9.01 shall
have occurred and shall be continuing, the Trustee, if so
directed by the Company, shall cause any prior lien bonds held by
it to be canceled, and the obligation thereby evidenced to be
satisfied and discharged, provided, however, that it shall have
received notice from the trustee or other holder of the lien
securing the same that such trustee or other holder, on receipt
of the prior lien bonds so held by the Trustee, will cause the
lien securing the same to be satisfied and discharged of record,
and provided further, that the Trustee shall not be required to
cause any bonds so held by it to be canceled or to be surrendered
for cancellation pursuant to the provisions of this Section 7.03,
unless and until the Trustee shall have received an opinion of
counsel to the effect that there is no outstanding lien (other
than permitted encumbrances) covering any part of the property
upon which such lien exists junior to or on a parity with such
lien and senior to the lien of this Indenture; and upon similar
direction, the Trustee shall sell or surrender any prior lien
bonds held by it subject to this Article 7 to the trustee or
other holder of the prior lien securing the same for cancella-
tion, or to be held uncanceled for the purposes of any sinking
fund or other similar device for the retirement of bonds for
which provision may have been made in the prior lien securing the
prior lien bonds so sold or surrendered, provided, however, that
no such prior lien bonds shall be sold or surrendered except for
cancellation as aforesaid, until the Trustee shall have received
(i) an opinion of counsel to the effect (a) that the pro-
visions of the prior lien securing the prior lien bonds so to
be sold or surrendered are such that no transfer of ownership
or possession of such prior lien bonds by the trustee or other
holder of such prior lien is permissible thereunder except to
the Trustee hereunder, to be held subject to the provisions of
this Article 7, or to the trustee or other holder of a prior
lien upon the same property, for cancellation or to be held
uncanceled under the terms of such prior lien under like con-
ditions, or (b) that all of the property subject to the prior
lien with respect to which such prior lien bonds have been
deposited with the Trustee has been released from the lien of
this Indenture, which shall be stated in any event if such be
the fact; and
(ii) a certificate of the Company stating that all condi-
tions precedent, specified in this Indenture, to the right of
the Company to have said prior lien bonds so sold or sur-
rendered have been complied with;
and provided further that if all of the property subject to the
prior lien securing prior lien bonds deposited with the Trustee
shall be released from the lien of this Indenture, such prior
lien bonds shall be canceled or surrendered to the trustee or
other holder of such prior lien for cancellation.
Sec. 7.04. Unless a default as defined in Section 9.01 shall
have occurred and shall be continuing, the Trustee may exercise,
but only with the consent of the Company, and upon the occurrence
and continuance of any such default, the Trustee may exercise in
its absolute discretion, without the consent of the Company, any
and all rights of a bondholder with respect to the prior lien
bonds then held by the Trustee or may take any other action which
shall in its Judgment be desirable or necessary to avail of the
security created for such bonds by the prior liens securing the
same. The Trustee shall be reimbursed from the mortgaged
property for all expenses by it properly incurred by reason of
any such action taken, without negligence or bad faith, with
interest upon all such expenditures at the current rate for time
loans; and the amount of such expenses and interest shall, until
repaid, constitute a lien upon the mortgaged property prior to
the lien of the bonds and coupons issued hereunder.
ARTICLE 8
POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY
Sec. 8.01. Unless a default as defined in Section 9.01 shall
have occurred and shall be continuing, the Company shall be suf-
fered and permitted to possess, use and enjoy the mortgaged
property (except any cash or other personal property pledged or
deposited with or required to be pledged or deposited with the
Trustee hereunder), and to receive and use the rents, issues,
income, product and profits thereof, with power, in the ordinary
course of business, freely and without let or hindrance on the
part of the Trustee, or the bondholders, to use and consume sup-
plies, stores, materials, tools and appliances, and to exercise
any and all rights under choses in action and contracts.
Sec. 8.02. In the event of (a) any taking of any part of the
mortgaged property by the exercise of the power of eminent
domain, or the sale or conveyance by the Company in lieu of such
taking and in reasonable anticipation thereof, where proceedings
therefor might lawfully be taken to vest such property in the
grantee for the same purposes, or (b) the exercise by any munici-
pality or other governmental subdivision or agency of any right
which it may have or may hereafter acquire to purchase any part
of the mortgaged property, the Trustee shall execute and deliver
a deed of release of the mortgaged property so taken, sold, pur-
chased or otherwise disposed of upon receipt of
(1) a certificate of the Company and an opinion
counsel to the effect that such property has been
(A) taken by the valid exercise of the power of eminent
domain, or
(B) sold in anticipation of such taking, and that such
property could have been taken lawfully by the grantee in
the exercise of the power of eminent domain, or
(C) purchased by a municipality or other governmental
subdivision or agency in the valid exercise of a right
which it had to purchase the same;
(2) if sold in lieu of and in reasonable anticipation of
such taking by exercise of the power of eminent domain,
(A) a certified resolution stating that in the opinion
of the Directors such sale was in lieu of and in reasonable
anticipation of such taking and was for the best interest
of the Company, having in view such forcible taking, and
(B) an engineer's certificate stating the fair value of
the property;
(3) a sum equal to the amount of the award, the fair value
of the property as appraised, or sales price, whichever is
greater, if sold in anticipation of such taking or the pur-
chase price paid by the municipality or other governmental
subdivision or agency, which may consist of cash or other
property, or both;
(4) a certificate of the Company and an opinion of counsel
as to compliance with conditions precedent; and
(5) a certificate signed by an engineer (or an independent
engineer, in case the fair value of the property in question
and of all other property or securities released since the
commencement of the then current calendar year, as set forth
in the certificate required pursuant to this provision, and
any similar certificates pursuant to this provision and any
other sections of Article 8, is ten per centum (10%) or more
of the aggregate principal amount of bonds at the time out-
standing, unless the fair value of the property in question,
as set forth in the certificate, is less than $25,000 or less
than one per centum (1%) of the aggregate principal amount of
bonds at the time outstanding) stating the fair value, in his
opinion, of the property in question, as of the date of the
application. If a sale in lieu of and in reasonable anticipa-
tion of any of the aforesaid events is involved, the Trustee
shall be furnished an engineer's or independent engineer's
certificate as aforesaid, which certificate shall also state
that in the opinion of the signer such sale and release will
not impair the security hereunder in contravention of the pro-
visions hereof.
Subject to the provisions of Section 8.09, the proceeds of all
property so sold, taken or disposed of shall be paid over to the
Trustee hereunder to be held and applied as a part of the mort-
gaged property, in the manner provided in Section 8.11; subject,
however, to the provisions of Section 8.13.
Anything herein to the contrary notwithstanding, in case the
property so to be released is subject to a prior lien, the
Trustee shall at any time, upon the request of the Company, such
request to be evidenced by a certified resolution containing
recitals showing that the case is one to which the provisions of
the Section apply, release such property upon receipt of a cer-
tificate of the trustee or other holder of such prior lien to the
effect that old property has been released from such prior lien
and that the proceeds thereof have been received by the trustee
or other holder of such prior lien pursuant to the requirements
thereof. Subject to the provisions of Section 13.02 and Section
13.03, the Trustee shall be fully protected in acting upon such
request and certificate without further or other compliance with
any provisions hereof.
Sec. 8.03. The Company shall have the right at any time and
from time to time, unless, to the knowledge of the Trustee, a
default as defined in Section 9.01 shall have happened and shall
be continuing, to sell or exchange any part of the mortgaged
property (except any cash or prior lien bonds held by the
Trustee) which shall no longer be advantageous in the judicious
management and maintenance of the mortgaged property or in the
conduct of the business of the Company. The consideration
received for such property so sold or exchanged may be (i) cash,
and/or (ii) obligations secured by purchase money mortgage on
such property, but such obligations shall not exceed in aggregate
principal amount sixty per centum (60%) of the then fair value of
the property to be released (as established either by the engi-
neer's certificate referred to in sub-paragraph (C) below or the
independent engineer's certificate referred to in sub-paragraph
(D) below, whichever shall be the higher), and the aggregate
principal amount of such obligations at any time held as a part
of the mortgaged property shall not exceed ten per centum (10%)
of the aggregate principal amount of bonds at the time out-
standing under this Indenture, and/or (iii) any additional
property of such character as would be included in the definition
of property additions contained in Section 1.05. The Trustee
shall, from time to time, release such property so sold or
exchanged from the operation and lien of this Indenture, but only
upon receipt of:
(A) A written request of the Company, evidenced by a cer-
tified resolution of the Board, requesting such release and
describing the property so to be released;
(B) A certificate of the Company stating that no default
as defined in Section 9.01 has happened and is continuing;
(C) An engineer's certificate, made and dated not more
than sixty (60) days prior to the date of such application,
setting forth in substance as follows:
(1) that the Company has sold or exchanged or has con-
tracted to sell or exchange the property so to be released
for a consideration described, in reasonable detail, in
said certificate, and that such sale or exchange is
desirable in the conduct of the business of the Company,
and that the property to be released is no longer advan-
tageous in the judicious management and maintenance of the
mortgaged property or in the conduct of the business of the
Company;
(2) the then fair value, in the opinion of the signers,
of the property to be released;
(3) in case the consideration for the property to be
released consists, in whole or in part, of additional
property, stating that all such additional property is of
such character as would be included in the definition of
property additions contained in Section 1.05, and setting
forth the then fair value to the Company, in the opinion of
the signers, of all such additional property; and if such
additional property is subject to a prior lien, showing
that the application satisfies the requirements of Section
4.16 and Section 4.18;
(4) that the consideration described in said certifi-
cate has a then fair value at least equal to the then fair
value of the property to be released, in each case after
deducting the principal amount of any indebtedness secured
by prior liens on such property (if an independent engi-
neer's certificate as provided for in the following sub-
paragraph (D) is required, either with respect to the
property to be released or additional property included in
the consideration therefor, the then fair value of the
property to be released and/or of any such additional
property shall be as stated in such engineer's certificate
or in such independent engineer's certificate, which ever
shall be the higher); and
(5) that such release is, in the opinion of the signer,
desirable in the conduct of the business of the Company and
will not impair the security under this Indenture in con-
travention of the provisions hereof.
(D) In case, as shown by said engineer's certificate, the
fair value of the property to be released and of all other
property or securities released since the commencement of the
then current calendar year, as set forth in the certificate
required pursuant to sub-paragraph (C), and any similar cer-
tificates pursuant to sub-paragraph (C) and any other sections
of this Article 8, is ten per centum (10%) or more of the
aggregate principal amount of bonds at the time outstanding,
unless the fair value of the property to be released, as set
forth in the certificate, is less than $25,000 or less than
one per centum (1%) of the aggregate principal amount of bonds
at the time outstanding, an independent engineer's certifi-
cate, made and dated not more than sixty (60) days prior to
the date of such application, stating that the signer has
examined the written request furnished to the Trustee; stating
as to such property the then fair value thereof in the opinion
of the signer, together with the signer's report thereon which
shall contain a brief statement of the conditions governing
the signer's determination of such fair value; stating that
such release, in the opinion of the signer, will not impair
the security under this Indenture in contravention of the pro-
visions hereof; and in case, as shown by said engineer's cer-
tificate, the consideration for the property to be released
includes additional property of a fair value to the Company
not less than $25,000 and not less than one per centum (1%) of
the aggregate principal amount of the bonds at the time out-
standing, and if such property has, within six months prior to
the date of acquisition thereof by the Company, been used or
operated by a person or persons other than the Company in a
business similar to that in which it has been or is to be used
or operated by the Company, a similar independent engineer's
certificate with respect to the then fair value to the Company
of such additional property shall also be furnished to the
Trustee;
(E) Any and all money and obligations stated in said engi-
neer's certificate to be consideration for the property so to
be released; provided, however, that if the property to be
released shall be subject to any prior lien, the cash or obli-
gations otherwise deliverable to the Trustee in accordance
with the provisions of the Section in respect of the release
of such property shall, to the extent required by reason of
the existence of such prior lien, as shall be stated in the
opinion of counsel referred to in sub-paragraph (G) below, be
paid or delivered to the trustee or other holder of such prior
lien, and, in such event, there shall be delivered to the
Trustee hereunder, in lieu of such cash or obligations, a cer-
tificate or receipt of such trustee or other holder that such
cash or obligations have been paid or delivered to it or them.
(F) The mortgages, deeds, conveyances, assignments, trans-
fers and instruments of further assurance, if any, specified
in clause (4) of the opinion of counsel referred to in the
following sub-paragraph (G);
(G) An opinion of counsel:
(1) stating that the instruments which have been or are
therewith delivered to the Trustee conform to the require-
ments of this Indenture and constitute sufficient authority
under this Indenture for the Trustee to execute and deliver
the release requested, and that, upon the basis of the con-
sideration described in the engineer's certificate de-
livered to the Trustee pursuant to sub-paragraph (C) of
this Section, the property so sold or exchanged may be
released from the operation of the lien of this Indenture
pursuant to the provisions of this Section;
(2) stating that any obligations included in the con-
sideration for such release are valid obligations and are
duly secured by a valid purchase money mortgage constitu-
ting a direct lien upon the property so to be released,
subject to no lien prior thereto except such liens, if any,
as shall have existed thereon just prior to such release as
liens prior to the lien of this Indenture; and, in case any
such prior lien shall have so existed on such property,
stating the extent, if any, to which the trustee or other
holder of such prior lien is entitled to the money and
obligations stated in said engineer's certificate to be
consideration for such property;
(3) stating, in case the Trustee is requested to
release any franchise, that such release will not impair
the right of the Company to operate any of its remaining
properties;
(4) in case the consideration for the property to be
released consists, in whole or in part, of additional
property, specifying the mortgages, deeds, conveyances,
assignments, transfers and instruments of further assurance
which will be sufficient to subject to the direct lien of
this Indenture the additional property described in the
above-mentioned engineer's certificate, or stating that
said additional property is then subject to the direct lien
of this Indenture and that no such mortgage, deed, con-
veyance, assignment, transfer or instrument of further
assurance is necessary for such purpose; and
(5) in case the consideration for the property to be
released consists, in whole or in part, of additional
property, stating that the Company has acquired a good and
valid legal title to such additional property, and that the
same and every part thereof is free and clear of all liens,
charges or encumbrances prior to the lien of the Indenture,
except specified prior liens, prepaid liens and permitted
encumbrances; and stating also that the Company has lawful
power to acquire, own and use said additional property in
its business;
(H) A certificate of the Company and an opinion of counsel
as to compliance with conditions precedent.
The fact that the mortgaged property consists of water and gas
properties shall not be deemed to prevent the Company from
selling or otherwise disposing of its gas properties although the
effect of such sale or other disposition is to divest the Company
of all interest in the gas business.
Sec. 8.04. Unless a default in Section 9.01 shall have
occurred and shall be continuing, the Trustee shall, whenever
from time to time requested by the Company, such request to be
evidenced by a certified resolution delivered to the Trustee, and
without requiring compliance with any of the foregoing provisions
of Section 8.03, release from the lien hereof any mortgaged
property which in the opinion of the Board of Directors, as
stated in said resolution, is no longer useful or desirable in
the conduct of the business of the Company, provided the Company
has sold or agreed to sell such property for a cash considera-
tion, and provided the aggregate value of such property so
released without such compliance as shown by the engineer's cer-
tificate in this Section 8.04 referred to, in any period of
twelve (12) consecutive calendar months shall not exceed the sum
of $50,000; such release to be made upon receipt by the Trustee
of
(1) a written request of the Company for the release of any
property, describing the same in reasonable detail, and
stating that the same is no longer useful or desirable in the
conduct of the business of the Company;
(2) an engineer's certificate, made and dated not more than
ninety (90) days prior to the filing of such written request,
stating (a) the then fair value, in the opinion of the signer,
of the property to be released, and (b) that such release is,
in the opinion of the signer, desirable in the conduct of the
business of the Company and will not impair the security under
this Indenture in contravention of the provisions hereof;
(3) In case, as shown by said engineer's certificate, the
fair value of the property to be released and all other
property or securities released since the commencement of the
then current calendar year, as set forth in the certificate
required pursuant to sub-paragraph (2), and any similar cer-
tificates pursuant to sub-paragraph (2) and any other sections
of this Article 8, is ten per centum (10%) or more of the
aggregate principal amount of the bonds at the time out-
standing, unless the fair value of the property to be released
as set forth in the certificate, is less than $25,000 or less
than one per centum (1%) of the aggregate principal amount of
bonds at the time outstanding, an independent engineer's cer-
tificate made and dated not more than sixty (6O) days prior to
the date of such application, stating that the signer has
examined the written request furnished to the Trustee; stating
as to such property the then fair value thereof in the opinion
of the signer, together with the signer's report thereon which
shall contain a brief statement of the conditions governing
the signer's determination of such fair value; and stating
that such release, in the opinion of the signer, will not
impair the security under this Indenture in contravention of
the provisions hereof;
(4) a certificate of the Company and an opinion of counsel
as to compliance with conditions precedent.
The Company covenants that it will forthwith deposit with the
Trustee the consideration received by it from the sale of any
property so released, to be held and applied as a part of the
mortgaged property, in the manner provided in Section 8.11, or
with the trustee or other holder of a prior lien, if required by
the terms thereof, as evidenced by an opinion of counsel.
Sec. 8.05. Unless a default as defined in Section 9.01 shall
have happened and shall be continuing, the Company shall have the
right at any time, and from time to time, without any release or
consent by the Trustee:
(1) To sell or dispose of, according to its discretion,
free from the lien of this Indenture, such portion of the
machinery, tools, implements or equipment which shall at any
time be acquired or held for the use of the Company, as shall
have become unfit or unnecessary for use, but any and all new
or other machinery, tools, implements, or equipment, which may
be acquired for the use of the Company in substitution for any
so sold or disposed of shall by virtue and force hereof become
and immediately upon the acquisition thereof subject to the
lien and operation of the Indenture without any new conveyance
or transfer or other act or proceeding whatsoever; and the
proceeds of all sales of machinery, tool, implements or equip-
ment acquired or held for use by said Company, which may not
be invested in real estate or in new or other machinery,
tools, implement equipment improvements or other property for
use in connection with the mortgaged property, shall be paid
over to the Trustee to be by it applied as provided in Section
8.11;
(2) To abandon, terminate, cancel, release or make changes
or alterations in or substitutions of any leases, rights of
way, agreements or contracts subject to the lien of this
Indenture, provided that any changed, altered or substituted
leases, rights of way, agreements or contracts shall forthwith
become subject to the lien of this Indenture to the same
extent and in the same manner as those previously existing;
(3) To surrender or assent to or procure a modification of
any franchise, license, authority or permit under which it
operates any of its properties, which it may now or hereafter
hold or under which it may now or hereafter operate, if in the
opinion of the Board of Directors, such surrender or modifica-
tion is in the best interests of the Company and will not im-
pair its right to operate any of its remaining properties, and
the value and efficiency generally of the mortgage property as
an entirety and the value of the security for the bonds will
not thereby be materially impaired, and the Trustee shall con-
sent thereto, if requested, upon receipt of a certified reso-
lution evidencing the opinion of the Board of Directors as
aforesaid;
(4) To alter, repair, replace, change the location or
position of and add to its plants, works, buildings, struc-
tures, systems, machinery, transmission and distribution
systems, equipment, apparatus, other fixtures and appurte-
nances, in such manner as the Company shall deem expedient,
except that the location of none of the mortgaged property may
be changed so as to impair the lien of this Indenture thereon
unless such property is sold or otherwise disposed of as per-
mitted by this Section or released or abandoned as provided
by Section 8.02, Section 8.03 or Section 8.04;
(5) To enter into agreements for the joint use of poles
and equipment, and similar agreements; and to assume the
burdens created under any law or governmental regulation or
permit requiring the Company to maintain certain facilities or
perform certain acts as a condition of its occupancy of or
interference with any public lands or any river or stream or
navigable waters or bridge or highway.
Upon receipt by the Trustee of a written request of the Com-
pany, and a certificate of the Company and an opinion of counsel
as to compliance with conditions precedent, and, in the case of
the surrender or modification of a franchise, a resolution of the
Board of Directors authorizing such request, the Trustee shall
execute any release and/or consent which may be therein requested
to confirm any action taken by the Company pursuant to this Sec-
tion 8.05, in which event the Trustee may, to the extent per-
mitted by Section 13.02 and Section 13.03, accept as conclusive
evidence of compliance with the foregoing provisions the appro-
priate statements contained in such instruments, and the Trustee
in so doing shall be without liability.
Sec. 8.06. In case the Company proposes to sell or has sold
any property of the character excepted from the lien hereof and
the purchaser thereof requests the Company to furnish a written
disclaimer or quit claim by the Trustee of any interest in such
property under this Indenture, the Trustee shall execute such an
instrument without substitution of other property or cash upon
receipt by the Trustee of
(1) a certificate of the Company reciting the sale or pro-
posed sale, describing in reasonable detail the property sold
or to be sold, stating that such property is excepted from the
lien hereof, and stating that the purchaser has requested a
written disclaimer or quit claim by Trustee, and stating com-
pliance with conditions precedent; and
(2) an opinion of counsel stating that such property is
excepted from the lien hereof, and stating compliance with
conditions precedent.
Sec. 8.07. The Trustee, subject to the provisions of Section
13.02 and Section 13.03, may in its absolute discretion (but
shall not be bound to) execute any release or consent under the
provisions of Section 8.02 to Section 8.05, inclusive, notwith-
standing that interest on any bonds then outstanding shall be due
and unpaid or that a default exists.
Sec. 8.08. Any obligation received or to be received by the
Trustee pursuant to the provisions of Section 8.02 or Section
8.03 may be released upon payment by the Company to the Trustee
of the principal amount of such obligation or any unpaid portion
thereof. The principal of and interest on any such obligation
shall become payable, and the Trustee as and when the same shall
become payable, and the Trustee may take any action which in its
judgment may be desirable or necessary for the collection thereof
or the enforcement of the security therefor. Unless a default as
defined in Section 9.01 shall have happened and shall be continu-
ing, the interest received by the Trustee on any such obligation
shall be promptly paid over to the Company.
Any new property acquired by exchange or purchase to take the
place of any property released under any provision of this
Article shall forthwith and without further action become subject
to the lien of this Indenture as a part of the mortgaged
property; but the Company covenants that if so requested by the
Trustee it will convey, assign or transfer the same, or cause the
same to be conveyed, assigned or transferred, to the Trustee by
appropriate instruments and upon the trusts and for the purposes
of this Indenture, and will cause such instruments to be recorded
or filed in such manner as appropriately to secure and continue
the lien of this Indenture on such property.
Sec. 8.09. In case, in the opinion of counsel, the provisions
of any prior lien, whether or not a prepaid lien, existing on any
of the mortgaged property shall require the deposit with the
trustee or other holder of such prior lien of the cash or obliga-
tions constituting any part of such consideration received in
payment for any part of such property released from this Inden-
ture or taken by the exercise of the power of eminent domain or
the proceeds of any insurance on such property, the Company may
deposit the same with the trustee or other holder of such prior
lien to the extent that the same may be required to be so
deposited, and shall furnish the Trustee with a certificate or
receipt of such trustee or other holder to the effect that it has
received the same with irrevocable authority to pay over the same
to Trustee upon the release thereof from such prior lien.
Except as in this Section otherwise expressly provided, moneys
at any time deposited with the Trustee for the payment, satisfac-
tion or redemption of any indebtedness secured by prior lien on
any of the mortgaged property, for the purpose of causing such
prior lien to become a prepaid lien as defined in Section 1.04,
shall not be deemed to be trust moneys within the meaning of Sec-
tion 8.11 but shall be applied by the Trustee from time to time
to the payment of the principal and interest or to the redemption
of such indebtedness, or shall be repaid to the Company propor-
tionately as such indebtedness shall be paid or reduced out of
other funds (except the proceeds of the release or the taking by
eminent domain of or the proceeds of insurance upon, any of the
property securing such prepaid lien) or shall be ascertained by
judicial determination or otherwise to be in whole or in part
invalid, upon the filing with the Trustee of a certificate of the
Company, to the effect that the indebtedness secured by such
prepaid lien has been paid or reduced out of other funds (except
as aforesaid) or has been ascertained by judicial determination
or otherwise to be in whole or in part invalid and specifying the
amount of payment or reduction or the extent of the invalidity,
as the case may be, accompanied by a concurring opinion of
counsel; provided, however, that in case moneys shall have been
deposited with the Trustee for the payment or satisfaction, other
than by redemption prior to maturity, of any indebtedness secured
by a prepaid lien, and in case any of the property subject to
such prepaid lien shall have been released from the lien of this
Indenture or shall be taken by eminent domain in accordance with
the provisions of this Article, or in case there shall become
available any proceeds of insurance on any such property, prior
to the actual payment or satisfaction of such indebtedness, then
and in that event the moneys so deposited with and remaining in
the hands of the Trustee upon the satisfaction and discharge of
such indebtedness shall be deemed to be trust moneys within the
meaning of Section 8.11.
Sec. 8.10. No purchaser in good faith of property purporting,
to have been released herefrom shall be bound to ascertain the
authority of the Trustee to execute the release, or to inquire as
to the existence of any conditions required by the provisions
hereof for the exercise of such authority, or be bound to see to
the application of the purchase moneys; nor shall any purchaser
or grantee of any property or rights permitted by this Article to
be sold, granted, exchanged or otherwise disposed of, nor any
party to any contract permitted to be changed, be under any obli-
gation to ascertain or inquire into the authority of the Company
to make any such sale, grant, exchange or other disposition.
Sec. 8.11. All moneys received by the Trustee in considera-
tion of any release by the Trustee under this Article, including
payment on account of the principal of any obligations secured by
purchase money mortgage, and all moneys elsewhere herein provided
to be held and applied as in this Section provided, and all
moneys, if any, received by the Trustee the disposition of which
is not elsewhere herein specifically otherwise provided for, --
(herein sometimes referred to as "trust moneys") shall be held by
the Trustee as a part of the mortgaged property, and, upon
default in the payment of the principal of any of the bonds when
and as the same shall become due and payable, whether by the
terms thereof or by declaration or otherwise, as herein provided,
said moneys shall be forthwith applicable to the purposes speci-
fied in, and in accordance with the provisions of Section 9.09;
but, unless a default as defined in section 9.01 shall have hap-
pened and shall be continuing, all or any part of said trust
moneys, at the request and election of the Company, shall, sub-
ject to the provisions of this Section 8.11, and subject also to
the provisions of Section 8.13, be applied by the Trustee from
time to time as follows:
(1) Trust moneys may be withdrawn from time to time by the
Company (a) in an amount equal to the cost of property addi-
tions (not theretofore funded) acquired, made or constructed
subsequent to or concurrently with the receipt by the Trustee
of the trust moneys then being withdrawn, and/or (b) in an
amount equal to one hundred sixty-six and two-thirds per
centum (166 2/3%) of the principal amount of each bond or
fraction of a bond to the authentication and delivery of which
the Company shall then be entitled under the provisions of
Section 3.02, Section 3.03, Section 3.04, Section 3.05 and
Section 3.06, and/or (c) in an amount equal to the principal
amount of bonds to the authentication and delivery of which
the Company shall be entitled under the provisions of Section
3.07 and Section 3.11, but only to the extent that the right
of the Company to such authentication and delivery of bonds
under Section 3.07 and Section 3.11 is based upon the payment,
retirement or redemption of bonds or prior lien bonds which
have theretofore been outstanding as a result of a bona fide
sale; and provided, however, that if the application for such
withdrawal of cash is based upon the fact that the Company is
entitled to the authentication and delivery of bonds, such
application shall operate as a waiver by the Company of such
right to the authentication and delivery of each such bond or
fraction thereof on the basis of which right such cash is
withdrawn, and to such extent no such bond or fraction thereof
may thereafter be authenticated and delivered hereunder; or
(2) Trust moneys way, upon the written request of the Com-
pany, delivered to the Trustee, be applied by the Trustee to
the purchase, in accordance with the provisions of Section
8.12, of bonds issued hereunder; or
(3) Trust moneys may, upon the written request of the Com-
pany, delivered to the Trustee, be applied by the Trustee to
the redemption of any bonds issued hereunder which by their
terms are redeemable before maturity, of such series as may be
designated by the Company, such redemption to be in the manner
and as provided in Article 5 hereof, but in the case of any
such redemption, the Company shall at the time of the delivery
of such request to the Trustee (or at any later date satisfac-
tory to the Trustee) pay to the Trustee, to be held and
applied as trust moneys in accordance with the provisions of
said Article 5, an amount in cash equal to the redemption
premium, if any, and accrued interest required to be paid upon
redemption of the bonds so to be redeemed, to the end that the
trust moneys shall not be diminished by the payment therefrom
of redemption premium, if any, or interest.
Trust moneys shall from time to time be paid out or used or
applied by the Trustee as aforesaid upon receipt by the Trustee
of (a) the written request of the Company; (b) a certificate of
the Company and an opinion of counsel as to compliance with con-
ditions precedent. In case the withdrawal of trust moneys is, in
whole or in part, based upon the right to the authentication and
delivery of bonds (as permitted under subdivision (1) of this
Section) the Company, except as otherwise in this Section pro-
vided, shall comply with all applicable provisions of this Inden-
ture relating to such authentication and delivery (with such
omissions and variations as may be appropriate by reason of the
fact that the withdrawal of trust moneys under this Section
rather than the authentication and delivery in bonds is being
applied for); provided, however, that in no such case shall the
Company be required to deliver to the Trustee any such resolution
or certificate as is described in subdivision (1) and (6) of Sec-
tion 3.06, or the resolution described in subdivision (1) of Sec-
tion 3.07, or the net earnings certificate provided for in
Section 3.07 or Section 3.11, or such parts of the opinions
described in subdivision (7) of Section 3.06 and in subdivision
(3) of Section 3.07 as relate solely to the authorization by
governmental authorities or by the Company of issue of bonds and
as relate to tax laws applicable to the issue of bonds, or to
comply with any earnings requirements.
If the amount of the property additions specified in the engi-
neer's certificate filed pursuant to this Section as the basis
for the application for the withdrawal of trust moneys shall
exceed the amount required for the withdrawal of the trust moneys
then being withdrawn, the excess, if any, may thereafter be used,
anything in this Indenture to the contrary notwithstanding, for
any purpose for which the same might have been used if not
included in the engineer's certificate filed in connection with
the withdrawal of trust moneys from the Trustee. In any case
where the property additions being certified include property
which, within six months prior to the date of acquisition thereof
by the Company, have been used or operated by a person or persons
other than the Company in a business similar to that in which it
has been or is to be used or operated by the Company, and the
fair value to the Company of such property is not less than
$25,000 and not less than one per centum (1%) of the aggregate
principal amount of the bonds at the time outstanding, the
Trustee shall also be furnished with an independent engineer's
certificate as to the fair value to the Company of such property.
All trust moneys amounting to $25,000 or over remaining in the
hands of the Trustee for a period of three years after the
deposit thereof as trust moneys and in respect of which no
request pursuant to this Section shall have been filed by the
Company within said three-year period, shall be applied forthwith
by the Trustee to the purchase of bonds in the manner provided in
subdivision (2) of this Section or at the election of the Trustee
to the redemption of bonds in the manner provided in subdivision
(3) of this Section, choosing for such redemption bonds of the
series designated by the Company; and the Company in any such
case, upon written notice from the Trustee, shall pay to the
Trustee additional cash equal to all accrued interest and premium
payable upon any such purchase or redemption, as provided in
subdivision (3) of this Section with respect to the redemption of
bonds and as provided in Section 8.12 with respect to the pur-
chase of bonds. In the event of any election, as aforesaid, by
the Trustee to redeem bonds, the Company shall, upon written
notice from the Trustee, give or cause to be given the notice
required in respect of the redemption of such bonds, and if the
Company shall fail to give such notice or cause such notice to be
given the Trustee shall have full power and authority to give
such notice or cause such notice to be given in the name and on
behalf of the Company. The Company shall pay to the Trustee all
expenses incurred by the Trustee in connection with any purchase
or redemption of bonds pursuant to this Section.
Any bonds (together with any coupons thereto appurtenant)
delivered to the Trustee pursuant to the provisions of this Sec-
tion 8.11, and any bonds purchased or redeemed through the appli-
cation of trust moneys pursuant to the provisions of this Section
8.11, shall forthwith be cancelled by the trustee, and shall
thereafter be cremated if in coupon form or delivered to the
Company if in fully registered form.
Sec. 8.12. Upon the request of the Company, expressed by cer-
tified resolution, the Trustee shall, to the extent that such
bonds are available for such purchase, apply all or any part of
the trust moneys then available for the purpose, or any cash
deposited with it by the Company for the purpose, to the purchase
of bonds then outstanding hereunder of such series (one or more)
as the Company may designate, at a price not exceeding the cur-
rent redemption price of, and the accrued interest on, such bonds
as shall be by their terms redeemable at the option of the Com-
pany before maturity, and at a price not exceeding the principal
amount of, plus accrued interest on, bonds not so redeemable.
Such purchases may be made from the Company or others upon tender
or upon the open market or at private sale or upon any exchange
or in any one or more of said ways, according as the Trustee, in
its uncontrolled discretion, shall determine. Before making any
such purchase upon tender, the Trustee may, and upon request of
the Company shall, by notice published once in each of two
successive calendar weeks (in each case on any day in the week)
in an authorized newspaper in the Borough of Manhattan, The City
of New York, advertise for written proposals (to be received by
it on or before a specified date) to sell to it on or before a
subsequent specified date bonds of the series designated by the
Company then outstanding hereunder; and the Trustee, to the
extent, as nearly as is possible, of such funds then in its hands
and requested by the Company to be so applied, shall purchase the
bonds so offered at the price or prices deemed by it most favor-
able to the Company, and reasonable notice shall be mailed by the
Trustee to the holder or holders of the bonds whose proposals may
be accepted. The Trustee may also in its discretion, and upon
request of the Company so to do, invite offers of bonds for sale
to it in any other usual manner. The Trustee may reject any or
all proposals in whole or in part if it can at the time of
opening said proposals purchase the requisite amount of such
bonds at a more favorable price than it could by accepting said
proposals. All offers by holders shall be subject to acceptance
of a portion thereof unless otherwise expressed in the offers,
and all advertisements for written proposals shall so state.
Upon the purchase of or upon the election of the Trustee to
purchase any bond as hereinabove provided, the Trustee shall
notify the Company in writing thereof, specifying the principal
amount of the bonds purchased or to be purchased and the amount
of the accrued interest, if any, thereon paid or to be paid by
the Trustee on such purchase, and also specifying the amount of
the premium, if any, in excess of the principal amount of any
bond paid or to be paid by the Trustee on such purchase, and the
Company covenants that it will, from time to time, upon the
receipt by it of any such notice, immediately pay to the Trustee,
to be held and applied as trust moneys, an amount in cash equal
to such accrued interest and such premium on the bonds so pur-
chased or to be purchased, as specified in such notice, to the
end that the trust moneys shall not be diminished by the payment
therefrom of interest or premium.
The term "current redemption price" as used in this Section
8.12 with respect to the bonds of any particular series shall be
deemed to be the current redemption price at which bonds of such
series are redeemable solely at the option of the Company except
as otherwise provided with respect to bonds of such series.
Sec. 8.13. If, so long as any bonds of the 2 7/8% Series due
1976 are outstanding, any part of the mortgaged property is at
any one time for a consideration consisting of cash in the amount
of, and/or obligations or other property having a fair value of,
five million dollars ($5,000,000) or more either (a) taken or
acquired by the exercise of the power of eminent domain, or (b)
sold or conveyed by the Company in lieu of such taking and in
reasonable anticipation thereof, where proceedings therefor might
lawfully be taken to vest such property in the grantee for the
same purposes, or (c) taken by any municipally or other govern-
mental subdivision or agency in the exercise by it of any right
which it may have or may hereafter acquire to purchase such
property, and such property is released pursuant to the provi-
sions of Section 8.02, any cash deposited with the Trustee upon
such release, and any cash received by the Trustee upon the pay-
ment or redemption of any such obligations or upon the sale or
other disposition of any such property, shall (if and to the
extent that it is not, within a period of one year from its
receipt by the Trustee, withdrawn against property additions pur-
suant to the provisions of subdivision (1) of Section 8.11), be
applied by the Trustee, within one hundred twenty (120) days
after the expiration of said period of one year, to the extent
practicable and without any further action on the part of the
Company, to the redemption of bonds of each series then out-
standing hereunder and subject to redemption, pro rata on the
basis of the respective principal amounts of bonds of all series
then outstanding hereunder, at the redemption price then in
effect with respect to the redemption of bonds redeemed pursuant
to the provisions of this Section 8.13, in the manner and on the
conditions provided in Article 5 of this Indenture, and the Com-
pany hereby irrevocably authorizes the Trustee, in the name of
and at the expense of the Company and on its behalf, to give
notice of the call of such bonds for redemption in the manner and
with the effect specified in said Article 5; provided, however,
that the Trustee shall not be required to apply such cash to any
such redemption unless furnished with an opinion of counsel that
all authorizations, approvals or consents of any governmental
bodies at the time having jurisdiction in the premises, to such
redemption have been obtained, or that no authorization, approval
or consent of any governmental body is required. The Company
may, however, waive the foregoing period of one year and direct
the earlier application of such proceeds as in this Section 8.13
provided.
Sec. 8.14. In case the mortgaged property shall be in the
possession of a receiver or trustee, lawfully appointed, or in
case the Company shall be in possession of the mortgaged property
under the jurisdiction of some court of competent jurisdiction in
proceedings for the reorganization of the Company pursuant to any
provision of any bankruptcy or other act the powers hereinbefore
in this Article conferred upon the Company with respect to the
sale or other disposition of the mortgaged property or the with-
drawal of cash may be exercised, with the approval of the
Trustee, by said receiver or trustee, or, when duly authorized by
order of said court, by the Company, notwithstanding that the
Company may be in default, and any request, certificate or
appointment made or signed by such receiver or trustee for such
purposes shall be as effective as if made by the Company or its
Board of Directors or any of its officers or appointees in the
manner herein provided; and if the Trustee shall be in possession
of the mortgaged property under any provision of this Indenture,
then such powers may be exercised by the Trustee, in its discre-
tion, notwithstanding the Company may be in default.
Notwithstanding a default as defined in Section 9.01 may have
happened and may be continuing hereunder, the Trustee may release
from the lien hereof any part of the mortgaged property or permit
the withdrawal of cash, upon compliance with the conditions
specified in this Article in respect thereof.
ARTICLE 9
REMEDIES
Sec. 9.01. The following events are hereby defined for all
purposes of this Indenture (except where the term is otherwise
defined for specific purposes) as "defaults":
(a) Failure to pay interest on any of the bonds for a
period of sixty (60) days after such interest shall have
become due and payable; or
(b) Failure to pay the principal of or premium, if any, on
any of the bonds when and as the same shall become due and
payable as therein expressed, whether at maturity, upon call
for redemption, by declaration as herein provided or other-
wise; or
(c) Failure to pay any interest upon or principal (whether
at maturity as therein expressed or by declaration, or other-
wise) of any outstanding prior lien bonds continued beyond the
expiration of the period of grace, if any, specified in the
prior lien securing the same; or
(d) Failure to pay any installment of any fund required to
be applied to the purchase or redemption of any of the bonds
hereby secured for a period of sixty (60) days after the same
shall have become overdue and payable;
(e) The expiration of a period of ninety (90) days fol-
lowing:
(1) the adjudication of the Company as a bankrupt by
any court of competent jurisdiction;
(2) the entry of an order approving a petition seeking
reorganization or arrangement of the Company upon the basis
of insolvency or inability to pay debts as they mature
under the Federal Bankruptcy Laws or any other applicable
law or statute of the United States of America, or of any
State thereof in a manner adversely affecting the holders
of the bonds; or
(3) the appointment upon the basis of insolvency or
inability to pay debts as they mature of a trustee or a
receiver of all or substantially all of the property of the
Company in a manner adversely affecting the holders of the
bonds;
unless during such period such adjudication, order or appoint-
ment of a trustee or receiver shall be vacated or shall be
stayed on appeal or otherwise or shall have otherwise ceased
to continue in effect;
(f) The filing by the Company of a voluntary petition in
bankruptcy or the making of an assignment for the benefit of
creditors; the consenting by the Company to the appointment of
a receiver or trustee of all or any part of its property upon
the basis of insolvency or inability to pay debts as they ma-
ture in a manner adversely affecting the holders of the bonds;
the filing by the Company of a petition or answer seeking
reorganization or arrangement upon the basis of insolvency or
inability to pay debts as they mature, under the Federal Bank-
ruptcy Laws or any other applicable law or statute of the
United States of America, or of any State thereof in a manner
adversely affecting the holders of bonds; or the filing by the
Company of a petition to take advantage of any insolvency act;
and
(g) The expiration of a period of ninety (90) days after
the mailing by the Trustee to the Company of a written demand,
or by the holders of fifteen per centum (15%) in principal
amount of the bonds at the time outstanding hereunder to the
Company and to the Trustee of a written demand, that the Com-
pany perform a specified covenant or agreement contained here-
in or in any indenture supplemental hereto or in any bond
secured hereby, which specified covenant or agreement the Com-
pany shall have failed to perform prior to such mailing,
unless the Company during such period shall have performed
such specified covenant or agreement.
If and so long as any such default shall continue to exist,
either the Trustee or the holders of not less than twenty-five
per centum (25%) in aggregate principal amount of the bonds at
the time outstanding may, by notice in writing given to the Com-
pany (and to the Trustee if given by the bondholders) declare the
principal of all bonds then outstanding, together with all
accrued and unpaid interest thereon, if not already due , to be
due and payable immediately, and upon any such declaration the
same shall become and be due and payable immediately, anything in
this Indenture or in any of the bonds contained to the contrary
notwithstanding.
This provision is subject, however, to the condition that if,
at any time after the principal of all the bonds shall have been
so declared due and payable, and before any sale of all or any
part of the mortgaged property shall have been made, all arrears
of interest upon all the bonds, with interest on overdue install-
ments of interest at the same rates respectively borne by the
bonds the interest on which shall be in default, together with
the reasonable charges and expenses of the Trustee, its agents
and attorneys, and all other sums which may have become due and
payable by the Company under this Indenture, other than the prin-
cipal of such bonds as shall not have become due and payable by
their terms or upon call for redemption, shall either be paid by
the Company to those entitled thereto (or to the Trustee for
their account) or be collected out of the income from or earnings
of the trust estate, and all other defaults known to the Trustee
under the bonds or under this Indenture shall be made good or be
secured to the satisfaction of the Trustee, or provision deemed
by the Trustee to be adequate shall be made therefor, or shall
have been waived as in Section 9.21 provided, then and in every
such case the holders of not less than a majority in aggregate
principal amount of the bonds then outstanding, by written notice
to the Company and to the Trustee, before any sale of all or any
part of the mortgaged property pursuant to the provisions of this
Article 9, may annul any such declaration and its consequences
under this Indenture; but no such waiver or rescission or annul-
ment shall extend to or affect any subsequent default or impair
any right consequent thereon. In the event of such waiver, the
mortgaged property, if in the hands of the Trustee or of a
receiver appointed hereunder, shall be returned to the Company.
Sec. 9.02. The Trustee shall, within ninety (90) days after
the occurrence thereof, give to the bondholders, in the manner
and to the extent provided in subsection (c) of Section 6.04,
notice of all defaults known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section being hereby defined
to be the events specified in subsections (a), (b), (c), (d),
(e), (f) and (g) of Section 9.01 not including any periods of
grace provided for in said subsections except that provided for
in (g)); provided that, except in the case of default in the
payment of the principal, or premium, if any, of or interest on
any of the bonds, or in the payment of any purchase or sinking
fund installment in respect of bonds of any series, the Trustee
shall be protected in withholding such notice if and so long as
the board of directors, the executive committee, or a trust com-
mittee of directors and/or responsible officers, of the Trustee
in good faith determines that the withholding of such notice is
in the interests of the bondholders.
Sec. 9.03. In case one or more of the defaults enumerated in
Section 9.01 shall exist, then and in each and every such case
the Trustee, personally or by its attorneys or agents, is hereby
authorized and empowered, whether or not the principal of the
bonds shall have matured or been declared due, to exercise any
one or more of the following remedies, and to do or cause to be
done any or all of the following acts and things, namely:
(1) The Trustee, by its agents or attorneys, shall be
entitled to enter and take possession of, all the mortgaged
property (with the books, papers and accounts of the Company),
and to hold, operate and manage the same, and from time to
time to make all needful repairs, and such alterations, addi-
tions and improvements as to the Trustee shall seem wise; and
to receive the rents, income, issues and profits thereof and
out of the same to pay all proper costs and expenses of so
taking, holding and managing the same, including reasonable
compensation to the Trustee, its agents and counsel, and any
charges of the Trustee hereunder, and any taxes and assess-
ments and other charges prior to the lien of this Indenture
which the Trustee may deem it wise to pay, and all expenses of
such repairs, alterations, additions and improvements, and to
apply the remainder of the moneys so received by the Trustee,
first, if none of the bonds is due, to the payment of the
installments of interest which are due and unpaid, in order of
their maturity, with interest after maturity at the respective
rates borne by the bonds (except as otherwise provided in Sec-
tion 4.02 with respect to extended, pledged and transferred
coupons); and next, if the principal of any of said bonds is
due, to the payment of said principal and accrued interest
thereon pro rata without any preference or priority whatever
(except as aforesaid). Whenever all that is due upon such
bonds and installments of interest shall have been paid and
all other defaults under this Indenture made good, the Trustee
shall surrender possession to the Company, its successors or
assigns; the same right of entry, however, to exist upon any
subsequent default.
(2) The Trustee, by its agents or attorneys, shall be
entitled, with or without entry, to sell, subject to prior
liens, if any, then existing thereon or free from such of said
liens as the Trustee, in its discretion, may elect to dis-
charge, to the highest best bidder, all or any part or parts
of the mortgaged property, and of the right, title, interest,
claim and demand of the Company therein and thereto, and the
right of redemption thereof, at public auction, at such times
and places and upon such conditions as to upset or reserve
bids or prices and as to terms of payment and other terms of
sale as the Trustee may fix and briefly specify in the notice
of sale to be given as hereinafter provided, or as may be
required by law, including power and authority to the Trustee
to rescind or vary any contract of sale that may be entered
into and to resell under the powers herein conferred.
(3) The Trustee may proceed to protect and enforce its
rights and the rights of the bondholders under this Indenture
by a suit or suits in equity or at law, whether for the
specific performance of any covenant or agreement contained in
this Indenture, or in aid of the execution of any power
granted in this Indenture, or for the foreclosure of this
Indenture, or for the enforcement of any other appropriate
remedy as the Trustee, being advised by counsel, shall, sub-
ject to the provisions of Section 13.02 and Section 13.03,
deem most effectually to preserve and enforce any of the
rights aforesaid.
Sec. 9.04. Upon filing a bill in equity or upon other com-
mencement of judicial proceedings by the Trustee to enforce any
right under this Indenture, the Trustee shall be entitled to
exercise any and all other right and powers herein conferred and
provided to be exercised by the Trustee upon the occurrence of a
default as defined in Section 9.01; and, as a matter of right,
without notice or demand and without regard to the adequacy of
the security for the bonds, the Trustee shall be entitled to the
appointment of a receiver of the trust estate, and of the tolls,
earnings, revenues, rents, issues, profits and other income
thereof, with all such powers as the court or courts making such
appointment shall confer; but, notwithstanding the appointment of
any receiver, the Trustee shall be entitled to retain possession
and control of, and to collect and receive the income from, any
money, obligations, evidences of indebtedness, and other securi-
ties and property deposited or pledged with the Trustee hereunder
or agreed or provided to be delivered to or deposited or pledged
with it hereunder.
Sec. 9.05. In the event of any sale under this Article,
whether made under the power of sale herein granted or by virtue
of judicial proceedings, the whole trust of the estate shall be
sold in one parcel and as an entirety, unless such sale as an
entirety, in the judgment of the Trustee, shall not be practica-
ble or desirable in the interest of the bondholders, or unless
the holders of not less than a majority in aggregate principal
amount of the bonds then outstanding shall in writing request the
Trustee to cause the trust estate to be sold in parcels, in which
case the sale shall be made in such parcels as shall be specified
in such request, but, if not so specified, as the Trustee in its
discretion shall deem most expedient in the interest of the bond-
holders. The Company, for itself, its successors and assigns,
and for all persons and corporations hereafter claiming through
or under it or them or who may at any time hereafter become
holders of liens junior to the lien of this Indenture, hereby
expressly waives and releases all right to have the trust estate
or any part thereof marshalled upon any foreclosure, sale or
other enforcement hereof; and the Trustee, or any court in which
the foreclosure of this Indenture or the administration of the
trusts hereby created is sought, shall have the right as afore-
said to sell the entire trust estate as a whole in a single
parcel, unless otherwise required by law.
Sec. 9.06. Notice of any sale pursuant to any provision of
this Indenture shall state the time when and there place where
the same is to be made, shall contain a brief description of the
property to be sold, and shall briefly state the terms of sale,
and shall be sufficiently given if published once in each of four
successive calendar weeks prior to such sale in an authorized
newspaper in the Borough of Manhattan, The City of New York (in
each instance upon any day of the week, the first publication to
be made not less than thirty (30) days nor more than forty (40)
days prior to such sale), and in such other manner as may be
required by law.
Sec. 9.07. The Trustee may from time to time adjourn any sale
to be made by it under the provisions of this Indenture, by
announcement at time and place appointed for such sale or for any
adjournment thereof; and without further notice or publication
(unless otherwise required by law), the Trustee may make such
sale at the time and place to which the same shall have been so
adjourned.
Sec. 9.08. Upon the completion of any sale or sales under or
by virtue of this Indenture, the Trustee shall execute and
deliver to the accepted purchaser or purchasers a good and suffi-
cient deed or deeds of conveyance, sale and transfer of all the
property sold; and the Trustee, or its successor for the time
being, is hereby irrevocably appointed the true and lawful attor-
ney of the Company, in its name and stead, to make all necessary
deeds and conveyances of the property thus sold; and for that
purpose it may execute all necessary deeds and instruments of
assignment and transfer, and may substitute one or more persons
with like power, the Company hereby ratifying and confirming all
that its said attorney, or such substitute or substitutes, shall
lawfully do by virtue hereof. Nevertheless, if so requested by
the Trustee, the Company shall ratify and confirm any such sale
or transfer by executing and delivering to the Trustee or to such
purchaser or purchasers all such instruments as may be necessary
or, in the judgment of the Trustee, proper for the purpose and as
may be designated in any such request.
Any such sale or sales made under or by virtue of this Inden-
ture, whether under the power of sale herein granted or by virtue
of judicial proceedings, shall to the extent permitted by law
operate to divest all right, title, interest, claim and demand
whatsoever, either at law or in equity, of the Company of, in and
to the property so sold, and shall be a perpetual bar, both at
law and in equity, against the Company, its successors and
assigns, and against any and all persons claiming or who may
claim the property sold, or any part thereof, from, through or
under the Company, or its successors or assigns.
The receipt of the Trustee or of the court officer conducting
any such sale, for the purchase money paid at or under any such
sale, shall be a full and sufficient discharge to any purchaser
of any property sold aforesaid; and no such purchaser, or his
representatives, grantees or assigns, after paying such purchase
money and receiving such receipt, shall be bound to see to the
application of this Indenture, or in any manner whatsoever be
answerable for any loss, misapplication or non-application of any
such purchase money or any part thereof, or be bound to inquire
as to the authorization, necessity, expediency or regularity of
any such sale.
Sec. 9.09. The purchase money, proceeds and avails of any
such sale, whether made under the power of sale herein granted or
pursuant to judicial proceedings, together with any other sums
which may then be held by the Trustee as part of the trust estate
or proceeds thereof, shall be applied as follows:
First. To the payment of the costs and expenses of such
sale, including the reasonable compensation of the Trustee,
its agents, attorneys and counsel, and of all necessary or
proper expenses, liabilities and advance made or incurred
without negligence or bad faith under this Indenture or in
executing any trust or power hereunder, and to the payment of
all taxes, assessments or liens superior to lien of this
Indenture, except any taxes, assessments or other superior
liens subject to which such sale shall have been made;
Second. To the payment of the whole amount then owing and
unpaid upon the bonds then outstanding, for principal, and
premium, if any, and interest, with interest (if and to the
extent permitted by law) on the overdue installments of
interest at the same rates, respectively, as were borne by the
respective bonds; and, in case such proceeds shall be insuffi-
cient to pay in full the whole amount so due and unpaid upon
the bonds, then to the payment of such principal and interest,
without preference or priority of principal over interest, or
of interest over principal, or of any installment of interest
over any other installment of interest, or of the bonds of any
series over the bonds of any other series, ratable according
to the aggregate so due for such principal and the accrued and
unpaid interest, at the date fixed by the Trustee for the dis-
tribution of such moneys, subject, however, to the provisions
of Section 4.02, and any balance then remaining to the payment
ratably of any such premiums; but only upon presentation of
the several bonds and coupons, and stamping such payment
thereon if partly paid, and upon surrender and cancellation
thereof, if fully paid; and
Third. To the payment of the surplus, if any, to the Com-
pany, its successors or assigns, or to whosoever may be law-
fully entitled to receive the same, or as a court of competent
jurisdiction may direct.
Sec. 9.10. In case of any sale of the trust estate, or any
part thereof, under this Article, whether made under the power of
sale herein granted, or by virtue of judicial proceedings, the
principal of and accrued interest on all the bonds then out-
standing, if not already due, shall immediately become due and
payable, anything in the bonds or in this Indenture to the con-
trary notwithstanding.
In case of any sale as aforesaid of the trust estate or any
part thereof, any purchaser shall be entitled, for the purpose of
making settlement or payment for the property purchased, to use
and apply any bonds then outstanding and any matured and unpaid
coupons and claims for sums payable out of the net proceeds of
such sale to the holder of such bonds and coupons and claims for
interest, subject to the provisions of Section 4.02, as his
ratable share of such net proceeds; and thereupon such purchaser
shall be credited, on account of such purchase price, with the
portion of such net proceeds that shall be applicable to the pay-
ment of, and that shall have been credited upon, the bonds and
coupons and claims for interest so used and applied; and at any
such sale, any bondholder may bid for and purchase the property
offered for sale, may make payment on account thereof as afore-
said, upon compliance with the terms of sale, may hold, retain
and dispose of such property without further accountability
therefor.
Sec. 9.11. The Company covenants that
(1) in case it shall fail to pay interest on any bond, for
a period of sixty (60) days after such interest shall have
become due and payable; or
(2) in case it shall fail to pay the principal, or pre-
mium, if any, of any bond when and as the same shall become
due and payable, whether by the terms thereof or otherwise as
herein provided,
then, and upon demand of the Trustee, the Company will pay to the
Trustee at its office for the benefit of the holders of the bonds
and coupons then secured hereby, the whole amount due and payable
on all such bonds and coupons, for principal, premium (if any)
and interest, including the redemption price of any bonds called
for redemption, with interest upon the overdue principal and pre-
mium and (if and to the extent permitted by law) overdue install-
ments of interest at the same rates, respectively, as were borne
by the respective bonds; and in case the Company shall fail to
pay the same forthwith upon such demand, the Trustee, in its own
name, and as trustee of an express trust, shall be entitled to
recover judgment against the Company, or any other obligor upon
the bonds for the whole amount so due and unpaid.
The Trustee shall be entitled and empowered either in its own
name and as trustee of an express trust, or as attorney-in-fact
for the bearers or registered owner of the bonds and coupons, or
in any one or more such capacities, to make and file such proofs
of debt, amendments to proofs of debts, claims, petitions or
other documents as may be necessary or advisable in order to have
the claims of the bearers or registered owners of the bonds and
coupons allowed in any equity receivership, insolvency, bank-
ruptcy, liquidation, readjustment, reorganization or other
proceeding involving any distribution of the assets of the
Company or any other obligor upon the bonds to its creditors.
The Trustee is hereby irrevocably appointed (and the succes-
sive respective bearers or registered owners of the bonds and
coupons issued hereunder, by taking and holding the same, shall
be conclusively deemed to have so appointed the Trustee) the true
and lawful attorney-in-fact of the respective bearers and
registered owners of the bonds and coupons issued hereunder, with
authority to make and file in any judicial proceeding, either in
the respective names of the bearers and registered owners of the
bonds and/or coupons, or on behalf of all bearers and registered
owners of the bonds and/or coupons as a class (subject to deduc-
tion from any such claim of the amounts of any claims filed by
any of the bearers and registered owners of the bonds and/or
coupons themselves), any proof of debt, amendment to proof of
debt, claim, petition or other document; to receive payment of
any sums becoming distributable on account thereof; and to exe-
cute any other papers and documents and to do and perform any and
all such acts and things as may be necessary or advisable in the
opinion of the Trustee in order to have the respective claims of
the bearers and registered owners of the bonds and/or coupons
against the Company or any other obligor upon the bonds allowed
in any equity receivership, insolvency, bankruptcy, liquidation,
or other proceedings to which the Company or any such obligor
shall be a party or which relates to the Company or any such
other obligor, or to the creditors or property of the Company or
any other such obligor. The Trustee shall have full power of
substitution and delegation in respect of any such powers.
Nothing herein shall be deemed, however, to give power to the
Trustee to vote the claims of the holders of the bonds or coupons
in any such proceedings, or to accept or consent to any plan of
reorganization, readjustment, arrangement, or composition or
other like plan, or by other action of any character in any such
proceeding to waive or change any right of any holder of the
bonds or coupons.
The Trustee shall be entitle to recover judgment or make or
file proof or debt as aforesaid either before or after or during
the pendency of any proceedings for the enforcement of the lien
of this Indenture, and the right of the Trustee to recover such
judgment or make such proof of debt shall not be affected by any
entry or sale hereunder or by the exercise of any other right,
power or remedy for the enforcement of the provisions of this In-
denture or the foreclosure of the lien hereof. In case of a sale
of the mortgaged property and of the application of the proceeds
of sale to the payment of the bonds, the Trustee, in its own name
and as trustee of an express trust, shall be entitled to enforce
payment of, and to receive, all amounts then remaining due and
unpaid upon any and all of the bonds and coupons then out-
standing, for the benefit of the holders thereof, and shall be
entitled to recover judgment or make or file proof of debt for
any portion of the same remaining unpaid, with interest as afore-
said. No recovery of any such judgment by the Trustee or any at-
tachment or levy of execution under any such judgment upon the
trust estate or any part thereof, or upon any manner or to any
extent affect the lien of this Indenture upon the mortgaged
property or any part thereof or any lien, rights, powers or
remedies of the Trustee hereunder or of the holders of the bonds;
but such lien, rights, powers and remedies shall continue
unimpaired as before.
All moneys collected by the Trustee under this Section shall
be applied as follows:
First. To the payment of the costs and expenses of the
proceedings resulting in the collection of such moneys, the
reasonable compensation of the Trustee, its agents, attorneys
and counsel and of necessary or proper expenses, liabilities
and advances made or incurred by the Trustee, without negli-
gence or bad faith, under this Indenture or in executing any
trust or power hereunder; and
Second. To the payment of the amounts then due and unpaid
upon the bonds for principal, premium (if any) and interest in
respect whereof such moneys shall have been collected, ratably
and without any preference or priority of any kind (except as
provided in Section 4.02) according to the amounts due and
payable upon such bonds and for interest, respectively, to the
date fixed by the Trustee for the distribution of such moneys,
upon presentation of the several bonds and coupons, if any,
and stamping such payment thereon, if partly paid, and upon
surrender and cancellation thereof, if fully paid.
Sec. 9.12. The Trustee shall have power to institute and to
maintain such suits and proceedings as the Trustee being advised
by counsel may deem necessary or expedient to prevent any
impairment of the security hereunder by any acts of the Company,
or of others, which are in violation of this Indenture or unlaw-
ful, or as the Trustee being advised by counsel may deem neces-
sary or expedient to preserve or protect its interests and the
interests of the bondholders in respect of the trust estate, and
in respect of the income, earnings, issues and profits arising
therefrom, including the power to institute and to maintain suits
or proceedings to restrain the enforcement of, or compliance
with, or the observance of, any legislative, municipal or other
governmental enactment, rule or order that may be unconstitu-
tional or otherwise invalid, if the enforcement of, compliance
with, or observance of such enactment, rule or order would impair
the security hereunder or be prejudicial to the interest of the
bondholders or of the Trustee.
Sec. 9.13. Upon failure of the Company so to do, the holders
of not less than twenty-five per centum (25%) in aggregate prin-
cipal amount of the bonds then outstanding, may make any payment
(other than of the principal, premium (if any), interest and/or
any sinking or purchase fund in respect of the bonds of any
series) which the Company by any provision of this Indenture
agrees to make, or cause to be made, and the Company covenants
and agrees that it will forthwith repay to the bondholders all
moneys with which the bondholders shall so pay, and will pay
interest thereon from the date of such payment by the bondholders
until the repayment thereof, at the current rate for time loans;
and until so paid such advances shall be secured by a lien under
and by virtue of this Indenture upon the trust estate, in
preference to the bonds and coupons issued hereunder. No such
payment by the bondholders shall be deemed to relieve the Company
from the consequence of any default hereunder.
Sec. 9.14. The Company and any one claiming through or under
it will not at any time insist upon or plead or in any manner
whatever claim or take the benefit or advantage of any appraise-
ment, valuation, stay, extension or redemption law now or here-
after in force, in order to prevent or hinder the enforcement or
foreclosure of this Indenture or the absolute sale of the trust
estate or the possession thereof by any purchaser at any sale
made pursuant to any provision hereof, or pursuant to the decree
of any court of competent jurisdiction; but the Company, for
itself and all who may claim through or under it, so far as it or
they now or hereafter lawfully may, hereby waives the benefit of
all such laws.
If any law in this Section referred to and now in force, of
which the Company or its successor or successors might take
advantage despite the provisions hereof, shall hereafter be
repealed or cease to be in force, such law shall not thereafter
be deemed to constitute any part of the contract herein contained
or to preclude the operation or application of the provisions of
this Section.
Sec. 9.15. The personal property and chattels mortgaged,
pledged, and transferred pursuant to the provisions hereof, or
intended so to be, both those now held and those hereafter
acquired, shall be deemed real estate for all the purposes of
this Indenture and shall be held and taken to be fixtures and
appurtenances of the Company's real estate and, in case of a sale
of the property hereunder, whether by legal process, judicial
sale or under the powers hereof or otherwise, the same may be
sold therewith and in the same manner and not separate therefrom,
except as herein otherwise provided.
Sec. 9.16. Anything in this Indenture to the contrary not-
withstanding, the holders of not less than a majority in aggre-
gate principal amount of bonds at the time outstanding shall, if
they so elect and manifest such election by an instrument or con-
current instruments in writing executed and delivered to the
Trustee, have the right (1) to require the Trustee to proceed to
enforce the lien of this Indenture, either by suit or suits at
law or in equity for the enforcement of the payment of the bonds,
then outstanding hereunder or for the foreclosure of this Inden-
ture or for the sale of the trust estate under the judgment
decree of a court of competent jurisdiction, or at the election
of the Trustee by exercise of its powers with respect to entry or
sale, and (2) to direct and control the time, method and place of
conducting any and all proceedings hereby authorized for any sale
of the trust estate, or any adjournment thereof, or for the fore-
closure of this Indenture, or for the appointment of a receiver,
or any other action or proceeding hereunder instituted by the
Trustee, provided, however, that such direction shall not be
otherwise than in accordance with the provisions of law and this
Indenture, and the Trustee shall not be responsible to any one
for any action taken or omitted by it good faith and without
negligence pursuant to any such direction; and provided further,
that subject to the provisions of Section 13.02 and Section
13.03, the Trustee shall have the right to decline to follow any
such direction if the Trustee shall be advised by counsel that
the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith shall by responsible officers
determine that the action or proceeding so directed would involve
the Trustee in personal liability or be unjustifiably prejudicial
to the non-assenting bondholders, or that it will not be reason-
ably indemnified for any expenditures in any action or proceeding
so directed.
Sec. 9.17. No holder of any bond or coupon issued hereunder
shall have the right to institute any suit, action or proceeding
in equity or at law for the foreclosure of this Indenture, or for
the execution of any trust or power hereof, or for the appoint-
ment of receiver, or for the enforcement of any other remedy
under or upon this Indenture, unless
(1) such holder shall have previously given to the Trustee
written notice of some existing default, as hereinbefore pro-
vided;
(2) the holders of not less that twenty five per centum
(25%) in aggregate principal amount of the bonds at the time
outstanding shall, after the right to exercise such powers, or
right of action, as the case may be, shall have accrued, have
requested the Trustee in writing to act;
(3) such holder or holders shall have offered to the
Trustee reasonable security and indemnity against the costs,
expenses and liabilities to be incurred therein or thereby,
without negligence or bad faith; and
(4) the Trustee shall have refused or neglected to comply
with such request for a period of sixty (60) days.
Such notification, request and offer of indemnity are hereby
declared, at the option of the Trustee, to be conditions
precedent to the execution by it of the powers and trusts of this
Indenture and to the exercise by it of any action or cause of
action or remedy hereunder.
Notwithstanding any other provision of this Indenture, the
right of any holder of any bond, which is absolute and uncondi-
tional, to receive payment of the principal of and interest on
such bond, on or after the due date thereof as therein expressed,
or to institute suit for the enforcement of any such payment on
or after such due date, or the obligation of the Company, which
is also absolute and unconditional, to pay the principal of and
interest on each of the bonds to the respective holders thereof
at the time and place in said bonds and the appurtenant coupons
expressed, shall not be impaired or affected without the consent
of such holder.
Sec. 9.18. The Company, by vote of its Board of Directors,
may waive any period of grace provided for in this Article 9.
Sec. 9.19. Except as herein expressly provided to the con-
trary, no remedy herein conferred upon or reserved to the Trustee
or to the holders of the bonds is intended to be exclusive of any
other remedy, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute; and
the employment of any remedy hereunder or otherwise shall not
prevent the concurrent employment of any other appropriate remedy
or remedies.
Sec. 9.20. No delay or omission of the Trustee or of any
holder of bonds to exercise any right or power arising upon the
happening of any default (as defined in Section 9.01) shall
impair any right or power or shall be construed to be a waiver of
any such default or an acquiescence therein, nor shall the action
of the Trustee or of the bondholders, in case of any default and
the subsequent waiver of such default, affect or impair the
rights of the Trustee, or of such holders, in respect of any sub-
sequent default on the part of the Company or impair any right
resulting therefrom; and every right, power and remedy given by
this Article to the Trustee, or to the bondholders, respectively,
may, subject to the provisions of Section 9.17, be exercised from
time to time and as often as may be deemed expedient by the
Trustee, or by the bondholders.
All rights of action under this Indenture (including the
making and filing of proofs of debt, and taking any action neces-
sary or advisable in order to have the claims of bearers and
registered owners of bonds allowed in any proceedings) may be
enforced by the Trustee without the possession of any of the
bonds or coupons or the production thereof on the trial or other
proceedings, and any such suit or proceedings instituted by the
Trustee may be brought in its name.
Sec. 9.21. Anything elsewhere in this Indenture to the con-
trary notwithstanding, the holders of seventy-five per centum
(75%) or more in aggregate principal amount of the bonds then
outstanding (including, if more than one series of bonds be at
the time outstanding, not less than sixty per centum (60%) in
aggregate principal amount of the bonds of each such series) may,
by written instrument or instruments, signed by such bondholders
and delivered to the Trustee and to the Company, waive any past
default hereunder and its consequences, except a default in the
payment of the principal of, premium, if any, or interest on any
of the bonds as and when the same shall become due by the terms
of such bonds, and except a default arising from the creation of
any lien prior to or on a parity with the lien of this Indenture,
and upon such waiver such default shall be deemed not to exist
for any purpose of this Indenture.
Sec. 9.22. All of the rights, remedies and powers provided
for in this Article 9 may be exercised only to the extent that
the exercise thereof does not violate any applicable provisions
of law in the premises, and all of the provisions of this Article
9 are intended to be subject to all applicable mandatory provi-
provisions of law that may be controlling in the premises and to
be limited to the extent necessary in order that they shall not
render this Indenture invalid or unenforceable in whole or in
part or prevent the recording or filing thereof under the provi-
sions of any applicable law.
ARTICLE 10
EVIDENCE OF RIGHTS OF BONDHOLDERS AND OWNERSHIP OF BONDS
Sec. 10.01. Any request, notice, declaration or other instru-
ment, which this Indenture may require or permit to be signed and
executed by the bondholders, may be in any number of concurrent
instruments of similar tenor, and may be signed or executed by
such bondholders in person or by attorney appointed in writing.
Proof of the execution of any such request or other instrument,
or of a writing appointing any such attorney, or of the holding
by any person of the bonds or coupons appertaining thereto, may
be accepted by the Company or by the Trustee, as sufficient for
any purpose of this Indenture if made in the following manner:
(a) The fact and date of the execution by any person of
such request or other instrument or writing may be proved by
the certificate of any notary public, or other officer autho-
rized to take acknowledgments of deeds to be recorded in the
jurisdiction wherein he purports to act, that the person
signing such request or other instrument acknowledged to him
the execution thereof, or by an affidavit of a witness of such
execution;
(b) The amount of bonds transferable by delivery held by
any person executing such request or other instrument as a
bondholder, and the series and serial numbers thereof and the
date of his holding the same, may be proven by a certificate
executed by any trust company, bank, banker or other
depositary wherever situated, if such certificate shall be
deemed by the Trustee to be satisfactory, showing that at the
date therein mentioned such person had on deposit with such
depository, the bonds described in such certificate, and such
holding may be deemed by the Trustee and the Company to con-
tinue until written notice to the contrary is served upon the
Trustee. The Company and the Trustee may nevertheless in
their separate discretion require further proof in cases where
they deem further proof desirable. The ownership of registered
bonds (whether fully registered, or registered as to principal
only) shall be proved by the registry books.
Any request, notice, consent or vote of the holder of any
bonds shall bind all future holders of the same bond or any bond
or bonds issued in lieu thereof, in respect of anything done or
suffered by the Company or by the Trustee in pursuance thereof or
in reliance thereon.
Sec. 10.02. The Company and the Trustee and any paying agent
may deem and treat the bearer of any coupon bond outstanding
hereunder, which shall not at the time be registered in the name
of the owner thereof as hereinbefore authorized, and the bearer
of any coupon for interest on any such bond, whether such bond
shall be registered or not, as the absolute owner of such bond or
coupon, as the case may be, for the purpose of receiving payment
thereof or on account thereof and for all other purposes, and
neither the Company nor the Trustee shall be affected by any
notice to the contrary.
The Company and the Trustee may deem and treat the person in
whose name any fully registered bond without coupons outstanding
hereunder shall be registered upon the books of the Company as
hereinbefore provided, as the absolute owner of such bond for the
purpose of receiving payment of or on account of the principal of
and interest on such bond and for all other purposes, and they
may deem and treat the person in whose name any coupon bond shall
be so registered as to principal as the absolute owner thereof
for the purpose of receiving payment of or on account of the
principal thereof and for all other purposes, except to receive
payment of interest represented by outstanding coupons; and all
such payments so made to any such registered owner or upon his
order, shall be valid and effectual to satisfy and discharge the
liability upon such bond to the extent of the sum or sums so
paid, and neither the Company nor the Trustee shall be affected
by any notice to the contrary.
Neither the Company nor the Trustee shall be bound to recog-
nize any person as the holder of a bond outstanding hereunder
unless and until his bond is submitted for inspection, if
required, and title thereto satisfactorily established, if dis-
puted except as may otherwise be provided by regulations made
under Section 15.03.
ARTICLE 11
IMMUNITY OF INCORPORATIONS, STOCKHOLDERS, OFFICERS AND DIRECTORS
No recourse under or upon any obligation, covenant or agree-
ment contained in this Indenture, or in any bond or coupon hereby
secured, shall be had against any incorporator, stockholder, sub-
scriber to capital stock, officer or director, as such, former,
present or future, of the Company, or of any successor corpora-
tion, either directly, or indirectly through the Company or the
Trustee, by the enforcement of any assessment or by any legal or
equitable proceeding by virtue of any constitution, statute, con-
tract of subscription, or otherwise (including, without limiting
the generality of the foregoing, any proceeding to enforce any
claimed liability of stockholders of the Company, based upon any
theory of disregarding the corporate entity of the Company or
upon any theory that the Company was acting as the agent or
instrumentality of the stockholders); it being expressly agreed
and understood that this Indenture, and the obligations hereby
secured, are solely corporate obligations, and that no personal
liability whatever shall attach to, or be incurred by, the incor-
porators, stockholders, subscribers to capital stock, officers or
directors, as such, of the Company, or of any successor corpora-
tion, or any of them, on account of the indebtedness hereby
authorized, or under or by reason of any of the obligations,
covenants or agreements contained in this Indenture or in any of
the bonds or coupons hereby secured, or implied therefrom, and
that any and all such personal liability of every name and
nature, and any and all such rights and claims against every such
incorporator, stockholder, subscriber to capital stock, officer
or director, as such, whether arising at common law or in equity,
or created by constitution, statute, contract of subscription, or
otherwise, are expressly released and waived as a condition of,
and as part of the consideration for, the execution of this
Indenture and issue of the bonds and interest obligations secured
hereby.
ARTICLE 12
EFFECT OF MERGER, CONSOLIDATION, ETC.
Sec. 12.01. Nothing in this Indenture or in any bond out-
standing hereunder shall prevent any consolidation or merger of
the Company or of any successor company with or into which it has
been lawfully consolidated or merged, with or into any corpora-
tion having corporate authority to carry on the business men-
tioned in Section 1.05, or any conveyance, transfer or lease,
subject to this Indenture, of the mortgaged property as an
entirety or substantially as an entirety to any corporation law-
fully entitled to acquire or lease and operate the same; or to
prevent successive similar consolidations, mergers, conveyances,
transfers and leases to which the Company or its successor or
successors shall be a party or parties; provided, however, and
the Company covenants and agrees, that every such consolidation,
merger, conveyance, transfer or lease shall be upon such terms as
fully to preserve and in no respect to impair the lien,
efficiency or security of this Indenture, or any of the rights or
powers of the Trustee or the bondholders hereunder; and provided
further that any such lease shall be made expressly subject to
immediate termination by the Company or by the Trustee at any
time during the continuance of a default hereunder, and also by
the purchaser of the property so leased at any sale thereof here-
under, whether such sale be made under the power of sale hereby
conferred or under judicial proceedings; and provided further
that, upon any such consolidation, merger, conveyance or trans-
fer, or upon any such lease the term of which extends beyond the
date of maturity of any of the bonds then outstanding hereunder,
the due and punctual payment of the principal of and interest on
all of said bonds according to their tenor, and the due and
punctual performance and observance of all the covenants and con-
ditions of this Indenture to be kept or performed by the Company,
shall be assumed by the corporation formed by such consolidation
or into which such merger shall have been made, or acquiring the
mortgaged property as aforesaid, or by the lessee under any each
lease the term of which extends beyond the date of maturity of
the bonds secured hereby; and provided further that no such con-
solidation, merger, conveyance, transfer or lease shall be made
except upon such terms as shall fully preserve and protect the
then existing franchises of the Company, subject, however, to the
provisions of subsection (3) of Section 8.05.
Sec. 12.02. In case the Company, pursuant to Section 12.01,
shall be consolidated with or merged into any other corporation,
or shall convey or transfer, subject to the lien of this Inden-
ture, the mortgaged property as aforesaid, the successor corpora-
tion formed by such consolidation, or into which the Company
shall have been merged, or which shall have received a conveyance
or transfer as aforesaid -- upon executing and causing to be
recorded a supplemental indenture with the Trustee, satisfactory
to the Trustee, whereby such successor corporation shall assume
and agree to pay, duly and punctually, the principal and interest
of the bonds issued hereunder in accordance with the provisions
of said bonds and coupons and this Indenture, and shall agree to
perform and fulfill all the covenants and conditions of this In-
denture binding upon the Company -- shall succeed to and be sub-
stituted for the Company, with the same effect as if it had been
named herein as the mortgagor company, and, without prejudice to
the generality of the foregoing, such successor corporation
thereupon may cause to be executed, authenticated and delivered,
either in its own name or in the present name of the Company or
its name as lawfully changed, such bonds as could or might have
been executed, issued and delivered by the Company under any pro-
vision of this Indenture, and upon the order of such successor
corporation in lieu of the Company, and subject to all the terms,
conditions and restrictions in this Indenture prescribed, con-
cerning the authentication and delivery of bonds, the Trustee
shall authenticate and deliver any of such bonds which shall have
been previously signed and delivered by the officers of the
Company to the Trustee for authentication, and any of such bonds
which such successor corporation shall thereafter, in accordance
with the provisions of this Indenture, cause to be executed and
deliver to the Trustee for such purpose, and such successor
corporation shall have and may exercise, in respect of the issue
of bonds on the basis of property additions, cash or prior lien
bonds, and subject to all the terms, conditions and restrictions
in this Indenture prescribed applicable thereto, whether as to
withdrawal of cash or otherwise, the same powers and rights which
the Company might or could exercise had it acquired such property
additions, cash or prior lien bonds, by purchase on or after the
date of such consolidation, merger, conveyance or transfer and
had such consolidation, merger, conveyance or transfer not
occurred. All the bonds so issued shall in all respects have the
same legal right and security as the bonds theretofore issued in
accordance with the terms of this Indenture as if all of said,
bonds had been authenticated and delivered at the date of the
execution hereof. Provided, however, that as a condition
precedent to the execution by such successor corporation and the
right of such successor corporation to procure the authentication
and delivery by the Trustee of any such additional bonds in
respect of the construction or acquisition by the successor
corporation of improvements, extensions and additions to the
mortgaged property or plants or properties additional thereto,
the supplemental indenture with the Trustee to be executed and
caused to be recorded by the successor corporation, as in this
Section 12.02 provided, shall contain a conveyance or transfer
and mortgage in terms sufficient to include and subject to lien
of this Indenture the properties and franchises described in
subdivisions (1), (2) and (3) of Section 12.03, and provided
further, that the lien created thereby shall have similar force,
effect and standing as the lien of this Indenture would have if
the Company should not be consolidated with or merged into such
other corporation or should not convey or transfer, subject to
this Indenture, the mortgaged property as aforesaid to such suc-
cessor corporation and should itself acquire or construct all
said property and request the authentication and delivery of
bonds under the provisions of this Indenture in respect thereof;
but the inclusion in said supplemental indenture of such con-
veyance or transfer and mortgage shall not (except as may be
required in any opinion of counsel called for by the applicable
provisions hereof) be a condition precedent to the exercise
hereunder by such successor corporation of the other powers and
rights conferred upon the Company, including the right to procure
the withdrawal of cash or the release of property upon the basis
of property additions.
Subject to the provisions of Section 13.02 and Section 13.03,
the trustee may receive the opinion of counsel (who may be of
counsel to the Company) as conclusive evidence that any such sup-
plemental indenture, or any such merger, consolidation, con-
veyance, transfer or lease, complies with the conditions and
provisions of this Article.
Sec. 12.03. In case the Company, pursuant to Section 12.01,
shall be consolidated with or merged into any other corporation,
or shall convey or transfer, subject to this Indenture, the
mortgaged property as aforesaid, neither this Indenture nor the
supplemental indenture with the Trustee to be executed and caused
to be recorded as provided in Section 12.02, shall become and be
a lien upon any of the properties and franchises of the successor
corporation except those acquired by it from the Company and
except:
(1) All betterments, extensions, improvements, additions,
repairs, renewals, replacements, substitutions and alteration
to, upon, for and of the mortgaged property and all property
(including rights, franchises, licenses, easements, leases and
contract) held or acquired for use or used upon or in connec-
connection with or appertaining to the mortgaged property or
any part thereof;
(2) All property made the basis of the withdrawal of cash
or the release of property from the lien of this Indenture,
and all property acquired or constructed with the proceeds of
any insurance on any part of the mortgaged property or with
the proceeds of any part of the mortgaged property released
from the lien of this Indenture or taken by the exercise of
the power of eminent domain; and
(3) All property acquired in pursuance of the covenants
herein contained to maintain and preserve and keep the mort-
gaged property in good repair, working order and condition, or
in pursuance of some other covenant or agreement herein con-
tained to be kept or performed by the Company.
Sec. 12.04. The word "Company" whenever used in this Inden-
ture shall include such successor corporation so complying with
the provisions hereof, and in such case the certificates or
resolutions of the Board of Directors or officers of the Company
required by the provisions of this Indenture may be made by like
officials of such successor corporation.
Any net earnings certificate, as provided in Section 3.05,
executed on behalf of such successor corporation shall however,
relate and be limited to the earnings the mortgaged property, and
the provisions of Section 4.10 shall relate and be limited to the
mortgaged property and the earnings thereof.
Sec. 12.05. At any time prior to the exercise of any power by
this Article 12 reserved to the Company or a purchasing or suc-
cessor corporation, the Company may surrender any such power by
delivering to the Trustee an instrument in writing executed by
its President or a Vice-President under its corporate seal
attested by its Secretary or an Assistant Secretary, accompanied
by the affidavit of its Secretary or an Assistant Secretary that
the execution of such instrument was duly authorized by the vote
of two-third of its Board of Directors and thereupon the power
so surrendered shall cease.
ARTICLE 13
CONCERNING THE TRUSTEE
Sec. 13.01. There shall be at all times be a Trustee here-
under which shall be a bank or trust company eligible under Sec-
tion 4.08 and having a combined capital and surplus of at least
$2,000,000. If the Trustee publishes reports of condition at
least annually, pursuant to law or to the requirements of any
supervising or examining authority referred to in Section 4.08,
then for the purpose of this Section 13.01 and Section 4.08 the
combined capital and surplus of the Trustee shall be deemed to be
its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provi-
sions of this Section, it shall resign immediately in the manner
and with the effect specified in Section 13.14.
Sec. 13.02. The Trustee hereby accepts the trust hereby
created. The Trustee undertakes, prior to default and after the
curing of all defaults which may have occurred, to perform such
duties and only such duties as are specifically set forth in this
Indenture, and in case of default (which has not been cured) to
exercise such of the rights and powers vested in it by this
Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the cir-
cumstances in the conduct of his own affairs.
The Trustee, upon receipt of evidence furnished to it by or on
behalf of the Company pursuant to any provision of this Inden-
ture, shall examine the same to determine whether or not such
evidence conforms to the requirements of this Indenture.
For the purposes of this Section 13.02 and of Section 13.03, a
default shall be deemed cured when the act or omission or other
event giving rise to such default shall have been cured, remedied
or terminated. If a default is waived as provided in Section
9.21, such default shall be deemed to have been cured.
Sec. 13.03. No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful mis-
conduct, except that
(a) prior to the occurrence of a default hereunder and
after the curing of all defaults which may have occurred, the
Trustee shall not be liable except for the performance of such
duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this
Indenture against the Trustee, but the duties and obligations
of the Trustee, prior to default and after the curing of all
defaults which may have occurred, shall be determined solely
by the express provisions of this Indenture;
(b) prior to the occurrence of a default hereunder and
after the curing of all defaults which may have occurred, and
in the absence of bad faith on part of the Trustee, the
Trustee may conclusively rely as to the truth of the state-
ments and the correctness of the opinions expressed therein,
upon certificates or opinions conforming to the requirements
of this Indenture;
(c) the Trustee shall not be personally liable for any
error of judgment made in good faith by a responsible officer
or officers of the Trust, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and
(d) the Trustee shall not be personally liable with
respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the holders of
not less than a majority in aggregate principal amount of the
bonds at the time outstanding (such percentage being deter-
mined as provided in Section 1.03) related to the time, method
and placed of conducting any proceeding for any remedy avail-
able to the Trustee or exercising any trust or power conferred
upon the Trustee under this Indenture.
Sec. 13.04. The recitals contained herein and in the bonds
shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the value of the mortgaged
and pledged property or any part thereof, or as to the title of
the Company thereto, or as to the validity or adequacy of the
security afforded thereby and by this Indenture, or as to the
validity of this Indenture or of the bonds or coupons issued
hereunder. The Trustee shall not be accountable for the use or
application by the Company of any of the bonds or of the proceeds
of such bonds.
Sec. 13.05. The Trustee shall not be personally liable in
case of entry by it upon the mortgaged and pledged property for
debts contracted or liability or damages incurred in the manage-
ment or operation of said property.
Sec. 13.06. To the extent permitted by Section 13.02 and
Section 13.03:
(1) The Trustee may rely and shall be protected in acting
upon any resolution, certificate, opinion, notice, request,
consent, order, appraisal, report, bond, or other paper or
document believed by it to be genuine and to have been signed
or presented by the proper party or parties;
(2) The Trustee may consult with counsel and the opinion of
such counsel shall be full and complete authorization and pro-
tection in respect of any action taken or suffered by it here-
under in good faith and in accordance with the opinion of such
counsel; and
(3) The Trustee shall not be liable for any action taken
by it in good faith and believed by it to be authorized or
within the discretion or power conferred upon it by this
Indenture.
Sec. 13.07. The Trustee shall not be under any responsibility
for the selection or approval of any engineer, accountant or
other expert for any of the purposes expressed in this Indenture,
except that nothing in this Section 13.07 contained shall relieve
the Trustee of its obligation to exercise reasonable care with
respect to the selection or approval of independent expert who
may furnish opinions or certificates to the Trustee pursuant to
any provision of this Indenture.
Nothing contained in this Section 13.07 shall be deemed to
modify the obligation of the Trustee to exercise after and during
the continuance of any default the rights and powers vested in it
by this Indenture with the degree of care and skill specified in
Section 13.02.
None of the provisions in this Indenture contained shall
require the Trustee, to advance or expend or risk its own funds
or otherwise incur personal financial liability in the per-
formance of any of its duties or in the exercise of any of its
rights or powers, if there is reasonable ground for believing
that the repayment of such funds or liability is not reasonably
assured to it by the security afforded to it by the terms of this
Indenture.
Sec. 13.08. Subject to the provisions of Section 13.14 and
Section 13.15 the trustee or any paying agent may buy, sell or
deal in the bonds and coupons, and other securities of the Com-
pany or of any obligor upon the bonds, and may engage or be
interested in any financial or other transaction with the Company
or of any obligor on the bonds, as freely as if it were not the
Trustee or paying agent hereunder.
Sec. 13.09. Subject to the provisions of the last paragraph
of Article 16, all moneys received by the Trustee, whether as
Trustee or paying agent, shall, until used or applied as herein
provided, be held in trust for the purpose for which they were
received, but need not be segregated from other funds except to
the extent required by law. The Trustee may allow and credit to
the Company interest on any moneys received, by it hereunder at
such rate, if any, as may be agreed upon with the Company from
time to time and as may be permitted by law.
Sec. 13.10. The Company covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to,
reasonable compensation for all serviced rendered by it in the
execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the
Trustee, which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express
trust, and the Company will reimburse the Trustee for all appro-
priate advances made by the Trustee and will pay to the Trustee
from time to time its expenses and disbursements, including the
reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ. The Com-
pany also covenants to indemnify the Trustee for, and to hold the
Trustee harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part arising out of or in
connection with the acceptance or administration of this trust,
including the costs and expenses of defending against any claim
of liability in the premises. The Company further covenants and
agrees to pay interest at the current rate for time loans upon
all amounts paid, advanced or disbursed by the Trustee for which
it is entitled to reimbursement or indemnity as herein provided.
The obligations of the Company to the Trustee under this Section
13.10 shall constitute additional indebtedness hereunder. Such
additional indebtedness shall be secured by a lien prior to that
of the bonds upon the trust estate, including all property or
funds held or collected by the Trustee as such.
Sec. 13.11. In order further to assure the Trustee that it
will be compensated and reimbursed as provided in Section 13.10
and that the prior lien provided for in Section 13.10 upon the
trust estate to secure the payment of such compensation and reim-
bursement will be enforced for the benefit of the Trustee, all
parties to this Indenture agree, and each holder or owner of any
bond by his acceptance thereof shall be deemed to have agreed
that in the event of
(1) the adjudication of the Company as a bankrupt by any
court of competent jurisdiction,
(2) the filing of any petition seeking the reorganization
of the Company or other similar relief under the Federal Bank-
ruptcy Laws or any other applicable law or statute of the
United States of America or of any State thereof,
(3) the appointment of one or more trustees or receivers
of all or substantially all of the property of the Company,
(4) the filing of any bill to foreclose this Indenture,
(5) the filing by the Company of a petition to take
advantage of any insolvency act, or
(6) the institution of any other proceeding wherein it
shall become necessary or desirable to file or present claims
against the Company,
the Trustee may file from time to time in any such proceeding or
proceedings one or more claims, supplemental claims and amended
claims as a secured creditor for its reasonable compensation for
all services rendered by it (including services rendered during
the course of any such proceeding or proceedings) and for reim-
bursement of all expenses, liabilities and advances (including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ) made
or incurred by it in the execution of the trusts created by this
Indenture and in the exercise and performance of any of the
powers and duties of the Trustee under this Indenture and for all
amounts to which a Trustee is entitled as indemnity as provided
in Section 13.10; and the Trustee and its counsel and agents may
file, in any such proceeding or proceedings, applications or
petitions for compensation for such services rendered, and for
reimbursement for such expenses, liabilities, indemnity and
advances. The claim or claims of the Trustee filed in any such
proceeding or proceedings shall be reduced by the amount of com-
pensation for services, and reimbursement for expenses, liabili-
ties and advances paid to it following final allowance to it and
to its counsel and agents by the court in any such proceeding as
an expense of administration or in connection with a plan of
reorganization or readjustment. Each holder of any bond shall
be deemed to have agreed that to the extent that an allowance out
of the estate in any such proceeding with respect to such reason-
able compensation, expenses, liabilities, indemnity and advances
may be denied to the Trustee or to its counsel or other agents
for any reason, the court may nevertheless allow such claim, as
supplemented and amended, in any such proceeding, and for the
purposes of any plan of reorganization, readjustment, arrangement
or composition or other like plan, may classify the Trustee as a
secured creditor of a class separate and distinct from that of
other creditors and of a class having priority over the class in
which the holders of bonds are placed, and that the Trustee also,
for the purpose of such claim, in priority to the holders of the
bonds,
(a) shall be entitled to receive and collect such claim
out of all distributions of securities, dividends or other
disbursements which would otherwise be made to the holders of
the bonds in any such proceeding, and
(b) shall have a lien upon all securities and other con-
siderations to which the holders of the bonds may become
entitled pursuant to any such plan in any such proceeding,
and the Court may determine the method and conditions under which
any such distributions may be made and such lien enforced.
Sec. 13.12. Whenever in the administration of the trusts of
this Indenture, prior to a default hereunder and after the curing
of all defaults, the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suf-
fering any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, sub-
ject to the provisions of Section 13.02 and Section 13.03, be
deemed to be conclusively proved and established by a certificate
of the Company delivered to the Trustee, and such certificate
shall be full warrant to the Trustee for any action taken or
suffered by it under the provisions of this Indenture upon the
faith thereof.
Sec. 13.13. Whenever it is provided in this Indenture that
the Trustee shall take any action upon the happening of a speci-
fied event or upon the fulfillment of any condition or upon the
request of the Company or of bondholders, the Trustee taking such
action shall have full power to give any and all notices and to
do any and all acts and things incidental to such action.
Sec. 13.14. (a) If the Trustee has or acquires any con-
flicting interest, as defined by subsection (c) of this Section,
the Trustee shall within ninety (90) days after ascertaining that
it has such conflicting interest, either eliminate such con-
flicting interest or resign by giving written notice to the Com-
pany, but such resignation shall not become effective until the
appointment of a successor trustee and such successor's
acceptance of such appointment. The Company covenants to take
prompt steps to have a successor appointed in the manner herein-
after provided in Section 13.18. Upon giving such notice of
resignation, the resigning Trustee shall publish notice thereof
in an authorized newspaper in each city in which the principal of
any of the bonds shall be payable, once in each of three (3) suc-
cessive calendar weeks, in each case on any business day of the
week. If the resigning Trustee fails to publish such notice
within (10) days after giving written notice of its resignation
to the Company, the Company shall publish such notice.
(b) In the event that the Trustee shall fail to comply with
the provisions of the preceding subsection (a) of this Section,
it shall within (10) days after the expiration of such ninety
(90) day period transmit notice of such failure to the bond-
holders, in the manner, and to the extent provided in subsection
(c) of Section 6.04 with respect to reports pursuant to subsec-
tion (a) of Section 6.04.
Subject to the provisions of Section 17.04, any bondholder who
has been a bona fide holder of a bond or bonds for at least six
(6) months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor, if the
Trustee fails, after written request therefor by such holder, to
comply with the provisions of subsection(a) of this Section.
(c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest if --
(1) the Trustee is trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of an obligor upon the
bonds are outstanding, unless such other indenture is a col-
lateral trust indenture under which the only collateral con-
sists of bonds issued under this Indenture, provided that
there shall be excluded from the operation of this paragraph
any indenture or indentures under which other securities, or
certificates of interest or participation in other securities,
or certificates of interest or participation in other securi-
ties, of an obligor upon the bonds are outstanding, if the
Company, pursuant to Section 310(b) of the Trust Indenture Act
of 1939, shall have sustained the burden of proving, on appli-
cation to the Securities and Exchange Commission and after
opportunity for hearing thereon, that the trusteeship under
this Indenture and such other indenture is not so likely to
involve a material conflict of interest as to make it neces-
sary in the public interest or for the protection of investors
to disqualify the Trustee from acting as such under one of
such indentures;
(2) the Trustee or any of its directors or executive
officers is an obligor upon the bonds or an underwriter for
such an obligor;
(3) the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or
indirect common control with an obligor upon the bonds or an
underwriter for such an obligor;
(4) the Trustee or any of its directors or executive offi-
cers is a director, officer, partner, employee appointee, or
representative of an obligor upon the bonds, or of an under-
writer (other than the Trustee itself) for such an obligor who
is currently engaged in the business of underwriting, except
that (A) one individual may be a director and/or an executive
officer of the Trustee and a director and/or an executive
officer of such obligor, but may not be at the same time and
executive officer of both the Trustee and of such obligor; (B)
if and so long as the number of directors of the Trustee in
office is more than nine, one additional individual may be a
director and/or an executive officer of the Trustee and a
director of such obligor; and (C) the Trustee may be desig-
nated by any such obligor or by any underwriter for any such
obligor to act in the capacity of transfer agent, registrar,
custodian, paying agent, fiscal agent, escrow agent or
depositary or in any other similar capacity, or subject to the
provisions of paragraph (1) of this subsection (c), to act as
trustee whether under an indenture or otherwise;
(5) ten per centum (10%) or more of the voting securities
of the Trustee is beneficially owned either by an obligor upon
the bonds or by any director, partner or executive officer
thereof, or twenty per centum (20%) or more of such voting
securities is beneficially owned, collectively, by any two or
more of such persons; or ten per centum (10%) or more of the
voting securities of the Trustee is beneficially owned either
by an underwriter for any such obligor or by any director,
partner or executive officer thereof, or is beneficially
owned, collectively, by any two or more such persons;
(6) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default as
in this subsection (c) defined, (A) five per centum (5%) or
more of the voting securities, or ten per centum (10%) or more
of any other class of security, of an obligor upon the bonds,
not including the bonds issued under this Indenture and secur-
ities issued under any other indenture under which the Trustee
is also trustee, or (B) ten per centum (10%) or more of any
class of security of an underwriter for any such obligor;
(7) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default as
in this subsection (c) defined, five per centum (5%) or more
of the voting securities of any person who, to the knowledge
of the Trustee, owns ten per centum (10%) or more of the
voting securities of or controls directly or indirectly or is
under the direct or indirect common control with, an obligor
upon the bonds;
(8) the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default as
in this subsection (c) defined, ten per centum (10%) or more
of any class of security of any person who, to the knowledge
of the Trustee, owns fifty (50) per centum or more of the
voting securities of an obligor upon the bonds; or
(9) the Trustee owns, on May 15 in any calendar year,
beginning with the calendar year 1947, in the capacity of
executor, administrator, testamentary or inter vivos trustee,
guardian, committee or conservator, or in any other similar
capacity, an aggregate of twenty-five per centum (25%) or more
of the voting securities, or of any class of security, of any
person, the beneficial ownership of a specified percentage of
which would have constituted a conflicting interest under
paragraphs (6), (7) or (8) of this subsection (c). As to any
such securities of which the Trustee acquired ownership,
through becoming executor, administrator or testamentary
trustee of an estate, which included them, the provisions of
the preceding sentence shall not apply for a period of two (2)
years from the date of such acquisition, to the extent that
such securities included in such estate do not exceed twenty-
five per centum (25%) of such voting securities or twenty-
five per centum (25%) of any such class of security. Promptly
after May 15, in each calendar year, the Trustee shall make a
check of its holdings of such securities in any of the above-
mentioned capacities as of such May 15. If the Company or any
other obligor fails to make payment in full of principal or
interest upon the bonds when and as the same becomes due and
payable, and such failure continues for thirty (30) days
thereafter, the Trustee shall make a prompt check of its
holdings of such securities in any of the above-mentioned
capacities as of the date of the expiration of such thirty-day
period, and after such date, notwithstanding the foregoing
provisions of this paragraph, all such securities so held by
the Trustee, with sole or joint control of such securities
vested in it, shall, but only so long as such failure shall
continue, be considered as though beneficially owned by the
Trustee for the purposes of paragraphs (6), (7) and (8) of
this subsection (c).
The specifications of percentages in paragraphs (5) to (9),
inclusive, of this subsection (c) shall not be construed as indi-
cating that the ownership of such percentages of the securities
of a person is or is not necessary or sufficient to constitute
direct or indirect control for the purposes of paragraph (3) or
(7) of this subsection (c).
For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (c), (A) the terms "security" and "securities" shall
include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of
indebtedness issued to evidence an obligation to repay moneys
lent to a person by one or more banks, trust companies, or
banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B) an obligation
shall be deemed to be in default when a default in payment of
principal shall have continued for thirty (30) days or more and
shall not have been cured; and (C) the Trustee shall not be
deemed to be the owner or holder of (i) any security which it
holds as collateral security (as trustee or otherwise) for an
obligation which is not in default as above defined, or (ii) any
security which it holds as collateral security under this inden-
ture, irrespective of any default hereunder, or (iii) any
security which it holds as agent for collection, or as custodian,
escrow agent, or depositary, or in any similar representative
capacity.
The percentages of voting securities and other securities
specified in this subsection (c) shall be calculated in
accordance with the following provisions:
(a) A specified percentage of the voting securities of the
Trustee, the Company or any other person referred to in Sec-
tion (each of whom is referred to as a "person" in this para-
graph and in the following paragraph) means such amount of the
outstanding voting securities of such person as entitles the
holder or holders thereof to cast such specified percentage of
the aggregate vote, which the holders of all the outstanding
voting securities of such person are entitled to cast in the
direction or management of the affairs of such person.
(b) A specified percentage of a class of securities of a
person means such percentage of the aggregate amount of
securities of the class outstanding.
(c) The term "amount", when used in regard to securities,
means the principal amount if relating to evidences of
indebtedness, the number of shares if relating to capital
shares, and the number of units, if relating to any other kind
of security.
(d) The term "outstanding" means issued and not held by or
for the account of the issuer. The following securities shall
not be deemed outstanding within the meaning of this definit-
tion:
(1) Securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class;
(2) Securities of an issuer held in a sinking fund
relating to another class of securities of the issuer, if
the obligation evidenced by such other class of securities
is not in default as to principal or interest or otherwise;
(3) Securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as
to principal or interest or otherwise;
(4) Securities held in escrow if placed in escrow by
the issuer thereof;
provided, however, that any voting securities of an issuer
shall be deemed outstanding if any person other than the
issuer is entitled to exercise the voting rights thereof.
(e) A security shall be deemed to be of the same class as
another security if both securities confer upon the holder or
holders thereof substantially the same rights and privileges,
provided, however, that, in the case of secured evidences of
indebtedness, all of which are issued under a single inden-
ture, differences in the interest rates or maturity dates of
various series thereof shall not be deemed sufficient to con-
stitute such series different classes, and provided further,
that, in the case of unsecured evidences of indebtedness, dif-
ferences in the interest rates or maturity dates thereof shall
not be deemed sufficient to constitute them securities of dif-
ferent classes, whether or not they are issued under a single
indenture.
For the purposes of the Section 13.14, the term "voting
security" means any security presently entitling the owner or
holder thereof to vote in the direction or management of the
affairs of a person, or any security issued under or pursuant to
any trust, agreement, or arrangement whereby a trustee or
trustees or agent or agents for the owner or holder of such
security are presently entitled to vote in the direction or
management of the affairs of a person; the term "director" means
any director of a corporation, or any individual performing
similar functions with respect to any organization whether
incorporated or unincorporated; the term "executive officer"
means the president, every Vice-President, every trust officer,
the cashier, the secretary, and the treasurer of a corporation,
and any individual customarily performing similar functions with
respect to any organization whether incorporated or unincorpo-
rated, but shall not include the chairman of the board of
directors; and the term "underwriter" when used with reference to
an obligor upon the bond means every person who, within three
years prior to the time as of which the determination is made,
has purchased from such obligor with a view to, or has sold for
such obligor in connection with, the distribution of any security
of such obligor outstanding at such time, or has participated or
has had a direct or indirect participation in any such under-
taking, or has participated or has had a participation in the
direct or indirect underwriting of any such undertaking, but such
term shall not include a person whose interest was limited to a
commission from an underwriter or dealer not in excess of the
usual and customary distributors' or sellers' commission.
Sec. 13.15. (a) Subject to the provisions of subsection (b)
of this Section, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of an
obligor upon the bonds, within four (4) months prior to a default
(as defined in the last paragraph of this subsection), or subse-
quent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the bond-
holders, and the holders of other indenture securities (as
defined in the last paragraph of this subsection)
(1) an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in
respect of principal or interest, effected after the beginning
of such four months' period and valid as against such obligor
and its other creditors, except any such reduction resulting
from the receipt or disposition of any property described in
paragraph (2) of this subsection (a), or from the exercise of
any right of set-off which the Trustee could have exercised
if a petition in bankruptcy had been filed by or against such
obligor upon the date of such default; and
(2) all property received by the Trustee in respect of any
claim as such creditor, either as security therefor, or in
satisfaction or composition thereof, or otherwise, after the
beginning of such four (4) months' period, or an amount equal
to the proceeds of any such property, if disposed of, subject,
however, to the rights, if any, of such obligor and its other
creditors in such property or such proceeds.
Nothing herein contained, however, shall affect the right of
the Trustee
(A) to retain for its own account (i) payments made on
account of any such claim by any person (other than such
obligor) who is liable thereon, and (ii) the proceeds of the
bona fide sale of any such claim by the Trustee to a third
person, and (iii) distributions made in cash, securities, or
other property in respect of claims filed against such obligor
in bankruptcy or receivership or in proceedings for reorgani-
zation pursuant to the Bankruptcy Act or applicable State law;
(B) to realize, for its own account, upon any property
held by it as security for any such claim, if such property
was so held prior to the beginning of such four (4) months'
period;
(c) to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property
held by it as security for any such claim, if such claim was
created after the beginning of such four (4) months' period
and such property was received as security therefore simul-
taneously with the creation thereof, and if the Trustee shall
sustain the burden of proving that at the time such property
was so received the Trustee had no reasonable cause to believe
that a default as defined in the last paragraph of this sub-
section (a) would occur within four (4) months; or
(D) to receive payment on any claim referred to in para-
graph (B) or (C) of this subsection (a) against the release of
any property held as security for such claim as provided in
paragraph (B) or (C), as the case may be, of this subsection
(a), to the extent of the fair value of such property.
For the purposes of paragraph (B), (C) and (D) of this subsection
(a), property substituted after the beginning of such four (4)
months' period for property held as security at the time of such
substitution shall, to the extent of the fair value of the
property released, have the same status as the property released,
and, to the extent that any c1aim referred to in any of such
paragraphs is created in renewal of or in substitution for or for
the purpose of repaying or refunding any pre-existing claim of
the Trustee as such creditor, such claim shall have the same
status as such pre-existing claim.
If the Trustee shall be required to account, the funds and
property held in such special account and proceeds thereof shall
be apportioned between the Trustee, the bondholders, and the
holders of other indenture securities in such manner that the
Trustee, the bondholders, and the holders of other indenture
securities realize, as a result of payments from such special
account and payments of dividends on claims filed against such
obligor in bankruptcy or receivership or in proceedings for reor-
ganization pursuant to the Bankruptcy Act or applicable State
law, the same percentage of their respective claims, figured be-
fore crediting to the claim of the Trustee anything on account of
the receipt by it from such obligor of the funds and property in
such special account and before crediting to the respective
claims of the Trustee, the bondholders, and the holders of other
indenture securities dividends on claims filed against such obli-
gor in bankruptcy or receivership or in proceedings for reorgani-
zation pursuant to the Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebted-
ness represented by their respective claims from all sources
other than from such dividends and from the funds and property so
held in such special account. As used in this paragraph, with
respect to any claim, the term "dividends" shall include any dis-
tribution with respect to such claim, in bankruptcy or receiver-
ship or in proceedings for reorganization pursuant to the
Bankruptcy Act or applicable State law, whether such distribution
is made in cash, securities, or other property, but shall not
include any such distribution with respect to the secured por-
tion, if any, of such claim. The court in which such bankruptcy,
receivership, or proceeding for reorganization is pending shall
have jurisdiction (i) to apportion between the Trustee, the bond-
holders, and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and
property held in such special account and the proceeds thereof,
or (ii) in lieu of such apportionment, in whole or in part, to
give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the
Trustee, the bondholders, and the holders of other indenture
securities, with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the
value of any securities or other property held in such special
account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.
Any Trustee who has resigned or been removed after the
beginning of such four (4) months' period shall be subject to the
provisions of this subsection as though such resignation or
removal had not occurred. If any Trustee has resigned or been
removed prior to the beginning of such four (4) months' period,
such Trustee shall be subject to the provisions of this subsec-
tion if and only if the following conditions exist --
(i) the receipt of property or reduction of claim which
would have given rise to the obligation to account, if such
Trustee had continued as trustee, occurred after the beginning
of such four (4) months' period; and
(ii) such receipt of property or reduction of claim
occurred within four (4) months after such resignation or
removal.
As used in this subsection (a), the term "default" means any
failure to make payment in full of the principal of or interest
upon the bonds or upon the other indenture securities when and as
such principal or interest becomes due and payable; and the term
"other indenture securities" means securities upon which the Com-
pany is an obligor (as defined in the Trust Indenture Act of
1939) outstanding under any other indenture (a) under which the
Trustee is also trustee, (b) which contains provisions substan-
tially similar to the provisions of this subsection, and (c)
under which a default exists at the time of the apportionment of
the funds and property held in said special account.
(b) There shall be excluded from the operation of subsection
(a) of this Section a creditor relationship arising from --
(1) the ownership or acquisition of securities issued
under any indenture, or any security or securities having a
maturity of one year or more at the time of acquisition by
the Trustee;
(2) advances authorized by a receivership or bankruptcy
court of competent jurisdiction or by the Indenture for the
purpose of preserving the property subject to the lien of this
Indenture or of discharging tax liens or other prior liens or
encumbrances on the trust estate, if notice of such advance
and of the circumstances surrounding the making thereof is
given to the bondholders as provided in subsections (a), (b)
and (c) of Section 6.04 hereof with respect to advances by the
Trustee as such;
(3) disbursements made in the ordinary course of business
in the capacity of trustee under an indenture, transfer agent,
registrar, custodian, paying agent, fiscal agent or deposi-
tary, or other similar capacity;
(4) an indebtedness created as a result of services ren-
dered or premises rented; or an indebtedness created as a
result of goods or securities sold in a cash transaction as
defined in the last paragraph of this subsection;
(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25 (a)
of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of an obligor upon the bonds; or
(6) the acquisition, ownership, acceptance or negotiation
of any drafts, bills of exchange, acceptances, or obligations
which fall within the classification of self-liquidating paper
as defined in the last paragraph of this subsection (b).
As used in this Section 13.15, the term "security" shall have
the meaning assigned to such term in the Securities Act of 1933,
as approved May 27, 1933 and amended June 6, 1934; the term "cash
transaction" shall mean any transaction in which full payment for
goods or securities sold is made within seven (7) days after
delivery of the goods or securities in currency or in checks or
other orders drawn upon banks or bankers and payable upon demand;
and the term "se1f-liquidating paper" shall mean any draft, bill
of exchange, acceptance or obligation which is made, drawn, nego-
tiated or incurred by an obligor upon the bonds for the purpose
of financing the purchase, processing manufacture, shipment,
storage or sale of goods, wares or merchandise and which is
secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is
received by the Trustee, simultaneously with the creation of the
creditor relationship with such obligor arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange,
acceptance or obligation; and the term "Trustee" shall include
any separate or co-trustee appointed pursuant to Section 13.20.
Sec. 13.16. The Trustee may at any time resign and be dis-
charged of the trusts hereby created by giving written notice to
the Company specifying the day upon which such resignation shall
take effect and thereafter publishing notice thereof, in an
authorized newspaper in each city in which the principal of any
of the bonds shall be payable, once in each of three (3) succes-
sive calendar weeks, in each case on any business day of the
week, and such resignation shall take effect upon the day speci-
fied in such notice unless previously a successor trustee shall
have been appointed by the bondholders or the Company in the man-
ner hereinafter provided in Section 13.18 and in such event such
resignation shall take effect immediately on the appointment of
such successor trustee. This Section 13.16 shall not be appli-
cable to resignations pursuant to Section 13.14.
Sec. 13.17. The Trustee may be removed at any time by an in-
strument or concurrent instruments in writing filed with the
Trustee and the Company and signed and acknowledged by the
holders of a majority in aggregate principal amount of the bonds
then outstanding (such percentage being determined as provided in
Section 1.03) or by their attorneys in fact duly authorized.
In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 4.08 and Section 13.01,
then the Trustee shall resign immediately in the manner and with
the effect specified in Section 13.16; and in the event that the
Trustee does not resign immediately in such case, then it may be
removed forthwith by an instrument or concurrent instruments in
writing filed with the Trustee and either (a) signed by the
President or a Vice-President of the Company with its corporate
seal attested by a Secretary or an Assistant Secretary of the
Company or (b) signed and acknowledged by the holders of a
majority in aggregate principal amount of the bonds then out-
standing (such percentage being determined as provided in Section
1.03) or by their attorneys in fact duly authorized.
Sec. 13.18. In case at any time the Trustee shall resign or
shall be removed (unless the Trustee shall be removed as provided
in the second paragraph of subsection (b) of Section 13.14, in
which event the vacancy shall be filled as provided in said sub-
section) or shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or if a receiver of the Trustee
or of its property shall be appointed, or if any public officer
shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or
liquidation, a vacancy shall be deemed to exist in the office of
Trustee, and a successor or successors may be appointed by the
holders of a majority in aggregate principal amount of the bonds
then outstanding hereunder, by an instrument or concurrent in-
struments in writing signed and acknowledged by such bondholders
or by their attorneys in fact duly authorized, and delivered to
such new trustee, notification thereof being given to the Company
and the retiring Trustee; provided, nevertheless, that until a
new trustee shall be appointed by the bondholders as aforesaid,
the Company, by instrument executed by order of its Board of
Directors and duly acknowledged by its President or a Vice-
President, may appoint a trustee to fill such vacancy until a new
trustee shall be appointed by the bondholders as herein autho-
rized. The Company shall publish notice of any such appointment
made by it in the manner provided in Section 13.16. Any new
Trustee appointed by the Company shall, immediately and without
further act, be superseded by a Trustee appointed by the bond-
holders, as above provided, if such appointment by the bond-
holders be made prior to the expiration of one year after the
first publication of notice of the appointment of the new trustee
by the Company.
If in a proper case no appointment of a successor Trustee
shall be made pursuant to the foregoing provisions of this Sec-
tion within six (6) months after a vacancy shall have occurred in
the office of Trustee, the holder of any bond outstanding here-
under or any retiring trustee may apply to any court of competent
jurisdiction to appoint a successor trustee. Said court may
thereupon after such notice, if any, as such court may deem
proper and prescribe, appoint a successor trustee.
If the Trustee resigns because of a conflict of interest as
provided in subsection (a) of Section 13.14 and a successor has
not been appointed by the Company or the bondholders or, if
appointed, has not accepted the appointment within thirty (30)
days after the date of such resignation, the resigning Trustee
may apply to any court of competent jurisdiction for the appoint-
ment of a successor trustee.
Any trustee appointed under the provisions of this Section
13.18 in succession to the Trustee shall be a bank or trust com-
pany eligible under Section 4.08 and Section 13.01 and not dis-
qualified under Section 13.14.
Any trustee which has resigned or been removed shall neverthe-
less retain the lien upon the trust estate, including all
property or funds held or collected by the trustee as such
(except funds held in trust for the benefit of particular bonds
or coupons), to secure the amounts due to such trustee as compen-
sation, reimbursement, expenses and indemnity, afforded to it by
Section 13.10 and retain the rights afforded to it by Section
13.11.
Section 13.19. If at any time or times, for the purpose of
conforming to any legal requirements, restrictions or conditions
in any state or jurisdiction in which any part of the mortgaged
and pledged property then subject to this Indenture may be
located, or if the Trustee shall deem it necessary or prudent in
the interest of the bondholders so to do, or if the holders of a
majority in aggregate principal amount of the bonds at the time
outstanding shall in writing request the Trustee and the Company
so to do, the Company and the Trustee shall have the power to
appoint and, upon the request of the Trustee, the Company shall
for such purpose join with the Trustee in the execution, delivery
and performance of all instruments and agreements necessary or
proper to appoint another corporation or one or more persons
approved by the Trustee, either to act as separate trustee or
trustees, or co-trustee or co-trustees, of all or any of the
property subject to the lien hereof, jointly with the Trustee
originally named herein or their successors, or to act as sepa-
rate trustee or trustees of any of such property; and the Corpo-
ration and its successors through consolidation, merger or
otherwise -- or the person or persons so appointed, shall be such
co-trustee or co-trustees, or separate trustee or separate
trustees, with such powers and duties as shall be specified in
such instruments and agreements to be executed as aforesaid. In
case the Company shall not have joined in the execution of such
instruments or agreements within fifteen (15) days after the
receipt by it of a written request so to do, or in case any
default shall have occurred and be continuing, the Trustee alone
shall have power to make such appointment.
Every separate trustee, every co-trustee and every successor
trustee, other than any trustee which may be appointed as succes-
sor to the Original Trustee, shall, to the extent permitted by
law, but to such extent only, be appointed subject to the follow-
ing provisions and conditions, namely:
(1) The rights, powers, duties and obligations conferred
or imposed upon trustees hereunder or any of them shall be
conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or separate trustees or co-
trustee or co-trustees jointly, as shall be provided in the
instruments and agreements appointing such separate trustee or
separate trustees or co-trustee or co-trustees, except to the
extent that under any law of any jurisdiction in which any
particular act or acts are to be performed the Trustee shall
be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations shall
be exercised and performed by such separate trustee or sepa-
rate trustees or co-trustee or co-trustees; provided, that any
such separate trustee or co-trustee shall be subject or
entitled, in any event, to the rights, powers, duties and
obligations conferred or imposed upon trustees, in compliance
with the Trust Indenture Act of 1939, by this Indenture and
particularly Section 6.04 and all sections of this Article.
(2) The bonds secured hereby shall be authenticated and
delivered, and all powers, duties, obligations and rights
conferred upon the Trustee in respect of the custody of all
bonds and other securities and of all cash pledged or
deposited hereunder, shall be exercised solely by the Original
Trustee or its successors in the trust hereunder; and
(3) The Company and the Trustee, at any time by an instru-
ment in writing executed by them jointly, may accept the
resignation of or remove any separate trustee or co-trustee
appointed under this Section or otherwise, and, upon the re-
quest of the Trustee, the Company shall, for such purpose,
join with the Trustee in the execution, delivery and perfor-
mance of all instruments and agreements necessary or proper to
make effective such resignation or removal. In the event that
the Company shall not have joined in such action within fif-
teen (15) days after the receipt by it of a request so to do,
the Trustee alone shall have power to accept such resignation
or to remove any such separate trustee or co-trustee. A suc-
cessor to a separate trustee or co-trustee so resigned or re-
moved may be appointed in the manner provided in this Section.
Any notice, request or other writing, by or on behalf of the
holders of the bonds delivered to the Original Trustee, or its
successor in the trust hereunder, shall be deemed to have been
delivered to all of the then trustees or co-trustees as
effectually as if delivered to each of them. Every instrument
appointing any trustee or trustees other than a successor to the
Original Trustee shall refer to this Indenture and the conditions
in this Article expressed, and upon the acceptance in writing by
such trustee or trustees or co-trustee or co-trustees, he, they
or it shall be vested with the estates or property specified in
such instrument, either jointly with the Original Trustee, or its
successor, or separately, as may be provided therein, subject to
all the trusts, conditions and provisions of this Indenture; and
every such instrument shall be filed with the Original Trustee or
its successor in the trust hereunder. Any separate trustee or
trustees, or any co-trustee or co-trustees, may at any time by an
instrument in writing constitute the Original Trustee or its suc-
cessor in the trust hereunder his, their or its agent or attorney
in fact, with full power and authority, to the extent which may
be permitted by law, to do any and all acts and things and exer-
cise any and all discretion authorized or permitted by him, them
or it, for and in behalf of him, them or it, and in his, their or
its name. In case any separate trustee or trustees or co-trustee
or co-trustee, or a successor to any of them, shall die, become
incapable of acting, resign or be removed, all the estates,
property, rights, powers, trusts, duties and obligations of said
separate trustee or co-trustee, so far as permitted by law, shall
vest in and be exercised by the Original Trustee or its successor
in the trust hereunder, without the appointment, of a new trustee
as successor to such separate trustee or co-trustee.
Sec. 13.20. No trustee hereunder shall be personally liable
by reason of any act or omission of any other trustee hereunder.
Sec. 13.21. Any successor trustee appointed hereunder shall
execute, acknowledge and deliver to his or its predecessor
trustee, and also to the Company, an instrument accepting such
appointment hereunder, and thereupon such successor trustee,
without any further act, deed or conveyance, shall become fully
vested with all the estates, properties, rights, powers, trusts,
duties and obligations of his or its predecessor in trust here-
under, with like effect as if originally named as a trustee
herein; but the trustee ceasing to act shall nevertheless, on the
written request of the Company, or of the successor trustee, or
of the holders of ten per centum (10%) in aggregate principal
amount of the bonds then outstanding hereunder, execute,
acknowledge and deliver such instruments of conveyance and
further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in
such successor trustee all the right, title and interest of the
trustee to which he or it succeeds, in and to the mortgaged and
pledged property and such rights, powers, trusts, duties and
obligations, and the trustee ceasing to act shall also, upon like
request, pay over, assign and deliver to the successor trustee
any money or other property which may then be in its possession
subject to the lien of this Indenture. Should any deed, con-
veyance or instrument in writing from the Company be required by
the new trustee for more fully and certainly vesting in and con-
firming to such new trustee such estates, properties, rights,
powers, trusts, duties and obligations, any and all such deeds,
conveyances and instruments in writing shall, on request, be
executed, acknowledged and delivered by the Company.
Sec. 13.22. Any corporation into which the Trustee may be
merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Trustee
shall be a party or any corporation to which substantially all
the business and assets of the Trustee may be transferred, shall
be the successor trustee under this Indenture, without the execu-
tion of filing of any paper or the performance of any further act
on the part of any other parties hereto, anything herein to the
contrary notwithstanding, provided such corporation shall be
eligible under the provisions of Section 14.08 and Section 13.01,
and that, if such corporation shall not be qualified under the
provisions of Section 13.14, such corporation shall, within
ninety (90) days after becoming such successor trustee, either
become qualified under the provisions of said Section 13.14 or
resign in the manner and with the effect provided in said Section
13.14. In case any of the bonds contemplated to be issued here-
under shall have been authenticated but not delivered, any such
successor to the Trustee may, subject to the same terms and
conditions as though such successor had itself authenticated such
bonds, adopt the certificate of authentication of the Original
Trustee or of any successor to it as trustee hereunder, and
deliver the said bonds so authenticated; and in case any of said
bonds sha11 not have been authenticated, any successor to the
Trustee may authenticate such bonds either in the name of any
predecessor hereunder or in the name of the successor trustee,
and in all such cases such certificate shall have the full force
which it is anywhere in said bonds or in this Indenture provided
that the certificate of the Trustee shall have; provided, how-
ever, that the right to authenticate bonds in the name of the
Original Trustee shall apply only to its successor or successors
by merger or consolidation or transfer as aforesaid.
ARTICLE 14
SUPPLEMENTAL INDENTURES
Sec. 14.01. The Company, when authorized by a resolution of
its Board of Directors, and the Trustee from time to time and at
any time, may enter into an indenture or indentures supplemental
hereto and which thereafter shall form a part hereof, for one or
more of the following purposes:
(a) To correct the description of any property hereby
mortgaged or pledged or intended so to be, or to convey,
transfer and assign to the Trustee and to subject to the lien
of this Indenture, with the same force and effect as though
specifically described in the Granting Clauses hereof, addi-
tional property then owned by the Company, acquired by it
through purchase, consolidation, merger, donation or other-
wise;
(b) To add to the limitations specified herein on the
authorized amount, issue and purposes of issue of the bonds,
or of any series thereof, other limitations thereafter to be
observed, including any limitations upon such authorized
amount (as well as the method or measure of determining such
limitations) that the Company may deem to be advisable;
(c) To provide for the creation of any series of bonds
(other than the 2 7/8% Series due 1976), designating the
series to be created and specifying the form and provisions of
bonds of such series as hereinbefore provided or permitted;
(d) To provide for the creation of a sinking, amortiza-
tion, improvement or other analogous fund for the benefit of
all or any of the bonds of any one or more series, of such
character and of such amount and upon such terms and condi-
tions as shall be contained in such supplemental indenture;
(e) To vary the provisions contained in Article 5 of this
Indenture, or to fix new provisions, in respect of the redemp-
tion of bonds of any series other than the 2 7/8% Series due
1976;
(f) To evidence the succession of another corporation to
the Company, or successive successions, and assumption by a
successor corporation of the covenants and obligations of the
Company under this Indenture;
(g) To provide for the issue under this Indenture, when
duly authorized, of particular series of bonds convertible, at
the option of the holders thereof, into other obligations or
into capital stock of any class of the Company, within such
period or periods and upon such terms and conditions as in
such supplemental indenture shall be provided and as shall be
appropriately expressed in the bonds of such particular
series;
(h) To add to the covenants of the Company such further
covenants as its Board of Directors shall consider to be for
the protection of the mortgaged premises and of the holders of
bonds issued or issuable under this Indenture, and to make the
occurrence and continuance of a default in any of such addi-
tional covenants a default permitting the enforcement of all
or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect of any
such additional covenant, such supplemental indenture may pro-
vide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case
of other defaults) or may provide for an immediate enforcement
upon such default, or may limit the remedies available to the
Trustee upon such default;
(i) To cure any ambiguity, or correct or supplement any
inconsistent or defective provision contained herein or in any
Indenture supplemental hereto;
(j) To make such provision in regard to matters or ques-
tions arising under this Indenture as may be necessary or
desirable and not inconsistent with this Indenture;
(k) To give effect to action taken by bondholders pursuant
to the provisions of Article 15 hereof;
(1) To modify any of the provisions of this Indenture,
provided (i) that no such modification (unless made pursuant
to Article 15) shall be or become operative or effective, or
in any manner impair any of the rights of the bondholders or
of the Trustee, while any bonds of the 2 7/8% Series due 1976
or of any other series established prior to the execution of
such supplemental indenture shall remain outstanding, (ii)
that such supplemental indenture shall be specifically
referred to in the text of a11 bonds of any series established
after the execution of such supplemental indenture, (iii) that
the Trustee may in its uncontrolled discretion decline to
enter into any such supplemental indenture which in its
opinion may not afford adequate protection to the Trustee when
the same shall become operative, and (iv) that no such modifi-
cations shall be made unless the same conform to the require-
ments of the Trust Indenture Act of 1939.
Sec. 14.02. The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations which
may be therein contained, and to accept the conveyance, transfer
and assignment of any property thereunder. Any supplemental in-
denture executed in accordance with any of the provisions of this
Article shall thereafter form a part of this Indenture; and all
the terms and conditions contained in any such supplemental
indenture as to any provision authorized to be contained therein
shall be and be deemed to be part of the terms and conditions of
this Indenture for any part of the terms and conditions of this
Indenture for any and all purposes, and, if deemed necessary or
desirable by the Trustee, any of such terms or conditions may be
set forth in reasonable and customary manner in the bonds of the
series to which such supplemental indenture shall apply. In case
of the execution and delivery of any supplemental indenture,
express reference may be made thereto in the text of the bonds of
any series authenticated and delivered thereafter, if deemed
necessary or desirable by the Trustee.
Sec. 14.03. In each and every case provided for in this
Article, the Trustee shall be entitled to exercise its discretion
in determining whether or not any proposed supplemental inden-
ture, or any term or provision therein contained, is proper or
desirable, having in view the purposes of such instrument, the
needs of the Company, and the rights and interests of the bond-
holders, and the Trustee shall be under no responsibility or
liability to the Company or to any bondholder or to anyone whom-
soever, for any act or thing which it may do or decline to do in
good faith and without negligence, subject to the provisions of
this Article, in the exercise of such discretion. The Trustee
shall be entitled to receive, and (subject to the provisions of
Section 13.02 and Section 13.03) shall be fully protected in
relying upon, an opinion of counsel, as conclusive evidence that
any such supplemental indenture complies with the provisions of
this Indenture, and that it is proper for the Trustee, under the
provisions of this Article, to join in the execution of such sup-
plemental indenture.
ARTICLE 15
BONDHOLDERS' MEETINGS AND CONSENTS
Sec. 15.01. The Trustee may at any time, and shall from time
to time on being served with notice, stating that a meeting of
the bondholders is desired and setting forth the purpose of such
meeting in reasonable detail, signed by the Company or by bond-
holders representing a majority in aggregate principal amount of
the bonds outstanding, convene a meeting of bondholders. In the
event of the Trustee's failing for ten (10) days to call a
meeting after being thereunto required as above set forth, the
Company or the holders of at least ten per centum (10%) in aggre-
gate principal amount of bonds may themselves call such meeting.
Every such meeting shall be held in the Borough of Manhattan, The
City of New York. For the purposes of this Article, the amount
of bonds outstanding shall be determined in the manner provided
in Section 1.03, and no bond excluded or disregarded under the
provisions of said Section 1.03 in computing or determining a
required percentage of the aggregate principal amount of bonds,
shall be entitled to vote or consent under the provisions of this
Article.
Sec. 15.02. Notice of every meeting of bondholders called by
the Trustee or the Company, setting forth the purpose of such
meeting in reasonable detail, and the place and time of such
meeting, and in general terms the business to be transacted,
shall be mailed by the Trustee not less than thirty (30) days be-
fore such meeting (a) to each registered holder (whether fully
registered, or registered as to principal only) of outstanding
bonds affected by the business to be submitted to the meeting
addressed to him as his address appearing on the registration
books of the Company, (b) to each holder of any such bond payable
to bearer who shall within two years have filed with the Trustee
an address for notices to be addressed to him, (c) to each other
holder of any other bond affected by the business to be submitted
to the meeting whose name and address appear on the latest infor-
mation furnished to the Trustee as provided in Section 6.01, and
(d) to the Company or the Trustee, as the case may be; and shall
be published at least four (4) times, at intervals of not less
than five (5) days, in an authorized newspaper in the Borough of
Manhattan, The City of New York, the first publication in each
such newspaper to be not less than sixty (60) and not more than
ninety (90) days prior to the date fixed for the meeting; pro-
vided that such first publication may be less than sixty (60) but
not less than thirty (30) days prior to the date fixed for the
meeting if the Trustee in its absolute discretion deems such
shorter notice advisable; provided, however, that the mailing of
such notice to any bondholders shall in no case be a condition
precedent to the validity of any action taken at any such
meeting, and neither failure so to mail such notice to any such
holder or holders nor any defect in such notice shall affect the
validity of the proceedings taken at such meeting. The cost of
publishing and/or mailing any such notice or notices shall be
paid by the Company. Any meeting of bondholders shall be valid
without notice, if the holders of all bonds then outstanding
hereunder are present in person, or by proxy and if the Company
and the Trustee are present by duly authorized representatives,
or if notice is waived in writing before or after the meeting by
the Company, the holders of all bonds outstanding hereunder or by
such as are not present in person or by proxy, and by the
Trustee.
Sec. 15.03. The Trustee may (for the purpose of enabling the
bondholders to be present and vote at any meeting without pro-
ducing their bonds, and of enabling them to be present and vote
at any such meeting by proxy) make, and may from time to time
vary, such regulations at it shall think fit for the deposit of
unregistered bonds with or the exhibition thereof to any bank,
banker or trust company or corporation, firm or person, approved
by the Trustee, and for the issue, to the person so depositing or
exhibiting the same, of certificates by such bank, trust company
or corporation, firm or person entitling the holders thereof to
be present and vote at any such meeting and to appoint proxies to
represent them and vote for them at any such meeting and at any
adjournment thereof in the same way as if the persons so present
and voting either personally or by proxy were the actual bearers
of the bonds in respect of which such certificates shall have
been issued, and any regulations to made shall be binding and
effective and the votes given in accordance therewith shall be
valid and shall be counted. Any such certificate which does not
require such bond or bonds to be deposited and remain on deposit
until after the meeting or until surrender of such certificate,
shall either (a) recite that the bond or bonds in, respect of
which such certificate was issued have been endorsed by any such
bank, banker, trust company or corporation, firm or person, with
a notation as to the issuance of such certificate (and all such
bonds shall be so endorsed), or (b) shall entitle the holder
thereof or his proxy to vote at any meeting only if the bond or
bonds in respect of which it was issued are not produced at the
time of the meeting by any person and are not at the time of the
meeting registered in the name of any person or exchanged for a
registered bond or bonds without coupons. In the event that two
or more such certificates shall be issued with respect to any
bond or bonds, the certificate bearing the latest date shall be
recognized and be deemed to supersede any certificate or certifi-
cates previously issued in respect of such bond or bonds. If any
such meeting shall have been called by bondholders or by the
Company as aforesaid, upon failure of the Trustee to call the
same after having been so requested to do under the provisions of
Section 15.01, regulations to like effect for such deposit of
bonds with, and issue of certificates by, any bank, banker or
trust company organized under the laws of the United States of
America, or of any State thereof, having a capital of not loss
than $500,000, shall be similarly binding and effective for all
purposes hereof, if adopted or approved by the bondholders
calling such meeting or by the Board of Directors of the Company,
if such meeting shall have been called by the Company, provided
that in either such case copies of such regulations shall be
filed with the Trustee. Owners of fully registered bonds without
coupons and coupon bonds registered as to principal may, by proxy
duly constituted in writing, appoint any person to vote at any
meeting for them. Each such writing shall state the aggregate
principal amount of bonds in respect of which the person autho-
rized thereby is entitled to vote. Save as in this Section
otherwise expressly provided, the only persons who shall be
recognized at any meeting as holders of any bonds, or as entitled
to vote or be present at the meeting in respect thereof, shall
be the persons who produce unregistered bonds at the meeting and
the registered bondholders (whether fully registered or regis-
tered as to principal only).
Sec. 15.04. The quorum at any such meeting shall be persons
holding or representing by proxy at least seventy-five per centum
(75%) in aggregate principal amount of the bonds outstanding; but
less than a quorum may adjourn the meeting from time to time and
the meeting may be held as adjourned, whether such adjournment
shall have been had by a quorum or by less than a quorum; pro-
vided, however, that if such meeting is adjourned by less than a
quorum for more than fourteen (14) days, notice thereof shall
forthwith be mailed by the Trustee, if such meeting shall have
been called by the Trustee, to each registered owner of bonds
(whether fully registered or registered as to principal only)
then outstanding, addressed to him at his address appearing an
the registry books of the Company and to the Company, and shall
be published at least once in each fourteen-day period of such
adjournment in an authorized newspaper in the Borough of Man-
hattan, The City of New York, but the failure to mail any such
notice to any such bondholder as aforesaid shall in no case
affect the validity of any action taken at any meeting held pur-
suant to such adjournment. If such meeting shall have been called
by the bondholders or by the Company, after the failure of the
Trustee to call the same after being requested so to do afore-
said, notice of such adjournment shall be given by the permanent
Chairman and permanent Secretary of the meeting in the newspapers
and for the number of times above specified in this Section 15.04
and shall be sufficient if so given.
Persons named by the Trustee, if represented at the meeting,
shall act as temporary Chairman and temporary Secretary of the
meeting; but if the Trustee shall not be present or shall fail to
nominate such persons or if such persons nominated shall not be
present, the bondholders and proxies present shall by a majority
vote, irrespective of the amount of their holdings, elect other
persons from those present to fill such vacancies. The meeting
shall be organized, irrespective of whether a quorum is present,
by the election of a permanent Chairman and a permanent Secretary
of such meeting from those present by the bondholders and proxies
present by a majority vote, according to principal amount. The
Trustee, if represented at the meeting, shall appoint two
Inspectors of Votes, who shall count all votes cast at such
meeting except votes on the election of a Chairman and Secretary,
both temporary and permanent, as aforesaid, and who shall make
and file with the permanent Secretary of the meeting their veri-
fied written report in triplicate of all such votes so cast at
said meeting. If the Trustee shall not be represented at the
meeting, or shall fail to nominate such Inspectors of Votes or if
either Inspector of Votes fails to attend the meeting, the
vacancy shall be filled by appointment by the permanent Chairman
of the meeting. The Chairman of the meeting shall have no right
to vote other than by virtue of bonds held by him or by instru-
ments in writing as aforesaid duly designating him as the person
to vote on behalf of other bondholders.
Sec. 15.05. Any representative of the Trustee, and its
counsel, and any representative of the Company, and its counsel,
may attend and speak at any such meeting, but shall not be
entitled to vote thereat other than by virtue of bonds held by
them (subject to the provision of Section 1.03) or by instruments
in writing as aforesaid duly designating them as the persons to
vote on behalf of other bondholders.
Sec. 15.06. A meeting of the bondholders shall have the
power, by resolution affirmatively voted for by the holders of at
least seventy-five per centum (75%) in aggregate principal amount
of the bonds then outstanding, to
(a) sanction any change or alteration of any provision in
this Indenture and any modification or compromise of the
rights of the bondholders against the Company or against its
property (including those pertaining to any sinking or other
fund), whether such rights shall arise under the provisions of
this Indenture or otherwise, provided that no such change or
alteration which, in the opinion of the Trustee, affects the
rights, duties or immunities of the Trustee under this Inden-
ture, may be made without the consent of the Trustee;
(b) require the Trustee on having entered into or taken
possession of the mortgaged premises, or any part thereof, to
restore the same to the Company upon such conditions as the
bondholders may direct;
(c) require the Trustee to exercise or refrain from exer-
cising any of the powers conferred upon it by this Indenture
and to direct the manner of the exercise of any such power or
waive any default on the part of the Company other than the
non-payment of any principal moneys at maturity or the non-
payment of interest when and as the same may become due and
payable, upon such terms as may be decided upon;
(d) authorize the Trustee in its discretion to bid at any
sale of the mortgaged premises, or any part thereof, and to
tender in payment or part payment on account of any property
so purchased, all or any part of the bonds then outstanding
which may be placed at its disposal for that purpose and to
give the Company a valid discharge in respect of the amount of
bonds so tendered, and to hold any property so purchased in
trust for all of the holders of outstanding bonds pro rata in
proportion to the amounts held by them respectively before
making such tender.
Provided, however, that any resolution affecting one or more (but
less than all) series of bonds issued hereunder shall be required
to be adopted only by the affirmative vote of the holders of
seventy-five per centum (75%) in aggregate principal amount of
outstanding bonds of such one or more series so affected; and
Further provided, that the foregoing enumeration of specific
powers shall not restrict the powers of a meeting of bondholders
to make any modifications thereof which they may deem necessary,
but that, anything in this Article 15 to the contrary notwith-
standing, the bondholders, without the consent of the holder of
each bond affected, shall have no power to extend the time of
payment of the principal of or the interest of any bonds, or to
reduce the principal amount thereof or the rate of interest
thereon, or otherwise to modify the terms of payment of such
principal or interest, or to permit the creation of any lien
ranking prior to or on a parity with the lien of this Indenture
with respect to any of the mortgaged property, or to deprive any
non-assenting bondholder of a lien upon the mortgaged property
for the security of his bonds (subject only to permitted
encumbrances and to any other liens existing upon said property
which are prior hereto at the date of the calling of any such
bondholders' meeting or of the giving of written consent under
the provisions of Section 15.10) or to reduce the percentage of
bondholders authorized to take action under the provisions of
this Article; provided, however, that the prohibition against the
modification of the terms of payment of the principal or interest
of any bonds hereinabove contained shall not prevent the change
or alteration of provisions of the Indenture, which such changes
or alterations effect a waiver, abolition, reduction or increase
of any sinking or other fund, or change or alter the method of
its operation or application. For all purposes of this Article,
the Trustee shall, subject to the provisions of Section 13.02 and
Section 13.03, be entitled to rely upon an opinion of counsel
with respect to the extent, if any, as to which any action taken
at such meeting affects the rights, under this Indenture or under
any indenture supplemental hereto, of any holders of bonds then
outstanding hereunder.
Sec. 15.07. Any such resolution so passed at a meeting of the
bondholders duly convened and held shall be binding upon all
bondholders, whether present or not at such meeting, and each of
the bondholders shall be bound to give effect thereto
accordingly, and the passing of any such resolution shall be
conclusive evidence that the circumstances justify the passing
thereof, the intention being that it shall rest with the meeting
to determine without appeal whether or not the circumstances
justify the passing of such resolution; provided, however, that
no such resolution relating to matters set forth in subdivision
(a) of Section 15.06 so passed at a meeting of bondholders shall
be binding unless and until there shall have been delivered to
the Trustee a certified resolution of the Board of Directors
approving in form or in substance such bondholders' resolution,
and adopted either before or after the adoption of such bond-
holders' resolution.
Sec. 15.08. A record in duplicate of the proceedings of each
meeting of bondholders shall be prepared by the permanent Secre-
tary of the meeting and shall have attached thereto the original
reports of the Inspectors of Votes, and affidavits by one or more
persons having knowledge of the facts showing a copy of the
notice of the meeting and a copy of the notice of adjournment
thereof, if required, and showing that said notices were mailed
and published as provided in this Article. Such records shall be
signed and verified by the affidavits of the permanent Chairman
and the permanent Secretary of the meeting (and a duly authorized
representative of the Trustee if such a representative was
present at the meeting) and one duplicate thereof shall be
delivered to the Company and one to the Trustee. Any record so
signed and verified shall be proof of the matters therein stated
until the contrary is proved and such meeting shall be deemed
conclusively to have been convened and held, and any resolution
or proceeding stated in such record to have been adopted or taken
shall be deemed conclusively to have been duly adopted or taken
at such meeting.
Sec. 15.09. Bonds authenticated and delivered after the date
of any bondholders' meeting may bear a notation, in form approved
by the Trustee, as to the action taken at meetings of bondholders
theretofore held, and upon demand of the holder of any bond our-
standing at the date of any such meeting and presentation of his
bond for the purpose at the principal office of the Trustee, the
Company shall cause suitable notation to be made on such bond by
endorsement or otherwise as to any action taken at any meeting of
bondholders theretofore held. If the Company or the Trustee
shall so determine, new bonds so modified that they will, in the
opinion of the Trustee and the Board of Directors, conform to
such bondholders' resolutions, shall be prepared, authenticated
and delivered, and such new bonds shall be exchanged for bonds of
the same series and maturity then outstanding hereunder, upon
demand of, and without cost to, the holders thereof, upon sur-
render of such bonds, and, if coupon bonds, with all unmatured
coupons appertaining thereto. The Company of the Trustee may
require bonds to be presented for notation or exchange as afore-
said, if either shall see fit to do so. Instruments supplemental
to this Indenture, embodying any modification or alteration of
this Indenture or of any indenture supplemental hereto made at
any bondholders' meeting, may be executed by the Trustee and the
Company; and upon demand of the Trustee, or if so specified in
any resolution adopted by any such bondholders' meeting, shall
(subject to the provisions of sub-paragraph (a) of Section 15.06)
be executed by the Company and the Trustee. The Trustee shall,
subject to the provisions of Section 13.02 and Section 13.03, be
fully protected in relying upon an opinion of counsel as conclu-
sive evidence that any such supplemental indenture complies with
the provisions of this Indenture and that it is proper for the
Trustee, under the provisions of this Article, to join in the
execution thereof.
Sec. 15.10. Any action which can be taken pursuant to a bond-
holders' meeting as in this Article 15 provided may also be taken
without such meeting, provided that the written consent of the
holders (or the persons entitled to vote the same) of the per-
centages of bonds specified in this Article 15 to such action is
given and that the approval of the Board of Directors of the Com-
pany, and, if required by this Article 15, the written consent of
the Trustees is given as provided by this Article 15.
ARTICLE 16
DEFEASANCE
If the Company shall pay and discharge the entire indebtedness
on all bonds outstanding hereunder in any one or more of the
following ways, to wit:
A. By well and truly paying or causing to be paid the
principal of (including redemption premium, if any) and
interest on bonds outstanding hereunder, as and when the same
become due and payable;
B. By depositing with the Trustee, in trust, at or before
maturity, cash sufficient to pay or redeem the bonds out-
standing hereunder, with irrevocable directions so to apply
the same (subject to the provisions of Section 5.04), pro-
vided, however, that in case of redemption the notice
requisite to the validity of such redemption shall have been
given or irrevocable authority shall have been given by the
Company to the Trustee to give such notice, under arrangements
satisfactory to the Trustee; and/or
C. By delivering to the Trustee, for cancellation by it,
all the bonds outstanding hereunder, together with all unpaid
coupons thereto belonging;
and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company (except in respect of any
refund or reimbursement of taxes, assessments or other governmen-
tal charges as to bonds of any series, for which the holders of
bonds shall look only to the Company), then and in that case this
Indenture and the lien, rights and interests hereby granted shall
cease, determine, and become null and void, and thereupon the
Trustee shall, upon demand of the Company, forthwith execute and
deliver appropriate instruments of satisfaction and discharge of
this Indenture at the cost and charge of the Company, and forth-
with the estate, right, title and interest of the Trustee in and
to any cash (except cash deposited for the benefit of the holders
of particular bonds or coupons) and other personal property held
by it under this Indenture shall thereupon cease, determine, and
become null and void, and the Trustee shall in such case trans-
fer, deliver and pay the same to or upon the written order of the
Company.
In any such case the Company shall furnish to the Trustee a
certificate of the Company and an opinion of counsel as to com-
pliance with conditions precedent.
Any bonds previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever and
which it shall at any time surrender to the Trustee for cancell-
tion, together with any coupons thereto appertaining, shall upon
the surrender and cancellation of such bonds and coupons be
deemed to be paid and retired.
Upon the satisfaction and discharge of this Indenture all
moneys then held by any paying agent under the provisions of this
Indenture shall, upon demand of the Company, be repaid to it and
thereupon such paying agent shall be released from all further
liability with respect to such moneys.
At the expiration of six years following the due date of
coupons or the maturity date of bonds (original or accelerated by
redemption or otherwise) the trust established by the terms of
this Indenture on moneys deposited for the payment of interest on
or of principal (and premium if any) of the bonds, as the case
may be, shall automatically cease and terminate and any moneys
deposited for such purposes then remaining on deposit with the
Trustee unclaimed by the holders entitled thereto may be repaid
by the Trustee to the Company and shall be repaid to the Company
by the Trustee on written demand made after such date; and the
holder of any of the bonds or coupons entitled to receive such
moneys shall thereafter look only to the Company for he payment
thereof; provided, however, that the Trustee, before being
required to make any such repayment, shall at the expense of the
Company cause to be published once a week for two successive
weeks (in each case on any day of the week) in an authorized
newspaper in the Borough of Manhattan, The City of New York, a
notice to the effect that said moneys have not been applied to
the purpose for which they were deposited, that said trust has
terminated and that after a date named therein, which shall be
not less than ten days after the date of first publication of
said notice, any unclaimed balance of said moneys then remaining
in the hands of the Trustee will be returned to the Company.
ARTICLE 17
MISCELLANEOUS
Sec. 17.01. Nothing in this Indenture, expressed or implied,
is intended or shall be construed to confer upon or to give to
any person or corporation, other than the parties hereto and the
holders of the bonds and coupons outstanding hereunder, any
right, remedy, or claim under or by reason of this Indenture or
any covenant, condition or stipulation hereof; and all the
covenants, stipulations, promises and agreements in this
Indenture contained by and on behalf of the Company shall be for
the sole and exclusive benefit of the parties hereto, and of the
holders of the bonds and of the coupons outstanding hereunder.
Sec. 17.02. Except as otherwise provided herein, whenever in
this Indenture any of the parties hereto is named or referred to,
this shall be deemed to include the successors or assigns of such
party, and all the covenants and agreements, in this Indenture
contained by or on behalf of the Company or by or on behalf of
the Trustee, shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so
expressed or not.
Sec. 17.03. Any notice or demand by any bondholder to or upon
the Trustee shall be due and sufficient notice or demand for each
and every purpose hereunder if made by written instrument
delivered to the Trustee at its principal office in the Borough
of Manhattan, The City of New York. Any notice or demand which
by any provision of this Indenture is required or provided to be
given or served upon the Company shall be deemed to have been
sufficiently given or served for all purposes if mailed as regis-
tered mail matter, postage prepaid, addressed as follows:
SCRANTON-SPRING BROOK WATER SERVICE COMPANY,
30 NORTH FRANKLIN STREET, WILKES-BARRE, PENNSYLVANIA
or addressed to the Company at any other address which it may
file with the Trustee as the address to which notices or demands
may be mailed.
Sec. 17.04. All parties to this Indenture agree, and each
holder or owner of any bond by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion
require in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any bond-
holder, or group of bondholders, holding in the aggregate more
than ten per centum (10%) in aggregate principal amount of the
bonds outstanding, or to any suit instituted by any bondholder
for the enforcement of the payment of the principal of or
interest on any bonds, on or after the respective due dates
expressed in such bond.
Sec. 17.05. If and to the extent that any provision of this
Indenture limits, qualifies, or conflicts with any other provi-
sion included herein that is required to be included herein by
the Trust Indenture Act of 1939, such required provision shall
control.
Sec. 17.06. This Indenture may be simultaneously executed in
any number of counterparts, and all said counterparts executed
and delivered, each as an original, shall constitute but one and
the same instrument.
Scranton-Spring Brook Water Service Company does hereby con-
stitute and appoint FRANK R. WALLACE to be its attorney for it,
and in its name and as and for its corporate act and deed to
acknowledge this Indenture before any person having authority by
the laws of the Commonwealth of Pennsylvania to take such
acknowledgment, to the intent that the same may be duly recorded,
and Guaranty Trust Company of New York does hereby constitute and
appoint W. W. MERKER to be its attorney for it, and in its name
and as and for its corporate act and deed to acknowledge this
Indenture before any person having authority by the laws of the
Commonwealth of Pennsylvania to take such acknowledgment, to the
intent that the same may be duly recorded.
IN WITNESS WHEREOF, Scranton-Spring Brook Water Service Com-
pany, party hereto of the first part, has caused its corporate
name to be hereunto affixed, and this instrument to be signed by
its President or a Vice-President, and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant
Secretary for and in its behalf; and Guaranty Trust Company of
New York in evidence of its acceptance of the trust hereby
created, has caused its corporate name to be hereunto affixed,
and this instrument to be signed by its President or a Vice-
President and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary for and in
its behalf, all on this 8th day of May, 1946.
SCRANTON-SPRING BROOK WATER SERVICE COMPANY,
By RULISON EVANS
President.
[CORPORATE SEAL]
Attest:
FRANK R. WALLACE,
Secretary.
Signed, sealed and delivered by SCRANTON-SPRING
BROOK WATER SERVICE COMPANY in the presence of
RUSSELL H. NEILSON
HUBERT W. HOFMANN
GUARANTY TRUST COMPANY OF NEW YORK
By HENRY A. THEIS
Vice-President.
[CORPORATE SEAL]
Attest:
W.W. MERKER
Assistant Secretary.
Signed, sealed and delivered by GUARANTY TRUST
COMPANY OF NEW YORK in the presence of
E. CONLON
F. J. MURPHY
<PAGE>
STATE OF NEW YORK, SS.:
COUNTY OF NEW YORK, SS.:
BE IT REMEMBERED that on the 8th day of May, A. D. 1946,
before me LOUISE J. UHL, a Notary Public in and for said County
and State, commissioned for and residing in the County of Bronx,
personally came FRANK R. WALLACE, who, being duly sworn according
to law, doth depose and say that he was personally present and
did see the common or corporate seal of the above named SCRANTON-
SPRING BROOK WATER SERVICE COMPANY affixed to the foregoing
Indenture; that the seal so affixed is the common or corporate
seal of said SCRANTON-SPRING BROOK WATER SERVICE COMPANY, and was
so affixed by the authority of said corporation as the act and
deed thereof; that the above named RULISON EVANS is the President
of said corporation, and did sign the said Indenture as such in
the presence of this deponent; that this deponent is the
Secretary of the said corporation and that the name of this
deponent, above signed in attestation of the due execution of the
said Indenture, is in this deponent's own proper handwriting.
FRANK R. WALLACE
Sworn and subscribed before me the day and year aforesaid.
LOUISE J. UHL
LOUISE J. UHL
Notary Public, Bronx County
Bronx Co. Clk's No. 1, Bronx Reg. No. 11-U-7
New York Co. Clk's No. 11, New York Reg. No. 17-U-7
Commission Expires March 30, 1947
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK, SS.:
COUNTY OF NEW YORK, SS.:
I HEREBY CERTIFY that on this 8th day of May, A. D. 1946,
before me, the subscriber, a Notary Public in and for said County
and State, commissioned for and residing in the County of Bronx,
personally appeared FRANK R. WALLACE, the attorney named in the
foregoing Indenture, and by virtue and in pursuance of the
authority therein conferred upon him, acknowledged said Indenture
to be the act and deed of the said SCRANTON-SPRING BROOK WATER
SERVICE COMPANY.
WITNESS my hand and notarial seal the day and year aforesaid.
LOUISE J. UHL
LOUISE J. UHL
Notary Public, Bronx County
Bronx Co. Clk's No. 1, Bronx Reg. No. 11-U-7
New York Co. Clk's No. 11, New York Reg. No. 17-U-7
Commission Expires March 30, 1947
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK, SS.:
COUNTY OF NEW YORK, SS.:
BE IT REMEMBERED that on the 8th day of May, A.D. 1946 before
me, WM. J. BURNHAM, a Notary Public in and for said County and
State, commissioned for and residing in the County of West-
chester, personally came W. W. MERKER, who, being duly sworn
according to law, doth depose and say that he was personally
present and did see the common or corporate seal of the above
named Guaranty Trust Company of New York affixed to the foregoing
Indenture; that the seal so affixed is the common or corporate
seal of said Guaranty Trust Company of New York, and was so
affixed by the authority of said corporation as the act and deed
thereof; that the above named HENRY A. THEIS is a Vice-President
of said corporation, and did sign the said Indenture as such in
the presence of this deponent; that this deponent is an Assistant
Secretary of the said corporation and that the name of this
deponent, above signed in attestation of the due execution of the
said Indenture, is in this deponent's own proper handwriting.
W. W. MERKER
Sworn and subscribed before me
the day and year aforesaid.
Wm. J. BURNHAM
WM. J. BURNHAM
Notary Public, Westchester County
Certificates filed in New York County
Clerk's No. 1046, Register's No. 543-B-8
Commission expires March 30, 1948
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK, SS.:
COUNTY OF NEW YORK, SS.:
I HEREBY CERTIFY that on this 8th day of May, A. D. 1946,
before me, the subscriber, a Notary Public in and for said County
and State, commissioned for and residing in the County of West-
chester, personally appeared W. W. MERKER, the attorney named in
the foregoing Indenture, and by virtue and in pursuance of the
authority therein conferred upon him, acknowledged said Indenture
to be the act and deed of said GUARANTY TRUST COMPANY OF NEW
YORK.
I FURTHER CERTIFY that I am not a stockholder, director or
officer of said GUARANTY TRUST COMPANY OF NEW YORK.
WITNESS my hand and notarial seal the day and year aforesaid.
[NOTARIAL SEAL]
WM. J. BURNHAM
WM. J. BURNHAM
Notary Public, Westchester County
Certificates filed in New York County
Clerk's No. 1046, Register's No. 543-B-8
Commission expires March 30, 1948
GUARANTY TRUST COMPANY OF NEW YORK hereby certifies that its
precise name and address as Trustee hereunder are: GUARANTY
TRUST COMPANY OF NEW YORK, 140 Broadway, New York 15, New York.
By K. R. HENRICH
Assistant Trust Officer.
(New York County Clerk's Certificates, as to authority of
Notary Publics, were attached to acknowledgments on the counter-
parts of the Indenture filed for recordation in Pennsylvania.)
<PAGE>
EXHIBIT B
TWENTY-THIRD SUPPLEMENTAL INDENTURE
Dated as of August 15, 1989
(Supplemental to Indenture Dated as of March 15, 1946)
----------------------------
PENNSYLVANIA GAS AND WATER COMPANY
(formerly Scranton-Spring Brook Water Service Company)
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
Trustee
----------------------------
First Mortgage Bonds 9.34% Series due 2019
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
TWENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of the fifteenth
day of August, 1989, made by and between PENNSYLVANIA GAS AND
WATER COMPANY (formerly Scranton-Spring Brook Water Service Com-
pany), a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania (hereinafter sometimes called the
"Company"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a
corporation organized and existing under the laws of the State of
New York, and having its principal place of business at No. 23
Wall Street, in The City of New York, New York, as Trustee (here-
inafter sometimes called the "Trustee").
WHEREAS, the Company executed and delivered its Indenture
(hereinafter called the "Original Indenture") dated as of
March 15, 1946, to Guaranty Trust Company of New York, now Morgan
Guaranty Trust Company of New York, to secure its First Mortgage
Bonds and (i) has executed and delivered twenty-one indentures
supplemental thereto dated respectively as of February 15, 1951;
as of September 15, 1951; as of January 15, 1952; as of March 15,
1952; as of June 15, 1952; as of December 1, 1954; as of
April 15, 1956; as of November 15, 1956; as of March 15, 1957; as
of September 1, 1958; as of April 15; 1959; as of July 15, 1960;
as of October 31, l961; as of December 15, 1961; as of
December 15, 1963; as of June 15, 1966; as of October 15, 1967;
as of May 1, 1970; as of June 1, 1972; as of March 1, 1976; and
as of December 1, 1976 and (ii) contemporaneously herewith, will
execute and deliver a twenty-second indenture supplemental there-
to dated as of the date hereof (the "Twenty Second Supplemental
Indenture") (the Original Indenture as heretofore supplemented
and to be supplemented by the Twenty-Second Supplemental Inden-
ture and this Twenty-Third Supplemental Indenture, and as the
same may be further supplemented by additional indentures supple-
mental thereto, being hereinafter collectively called the "Inden-
ture"); and
WHEREAS, the Company at July 31, 1989 (i) had retired all of
the original issue of $24,500,000 principal amount of bonds of a
series designated First Mortgage Bonds 2 7/8% Series due 1976
(hereinafter called "bonds of the First Series"), all of the
original issue of $4,000,000 principal amount of bonds of a
series designated First Mortgage Bonds 3 1/2% Series due 1982,
all of the original issue of $1,000,000 principal amount of
bonds of a series designated First Mortgage Bonds 4 7/8% Series
due 1987, all of the original issue of $2,000,000 principal
amount of bonds of a series designated First Mortgage Bonds
4 3/4% Series due 1983, all of the original issue of $3,000,000
principal amount of bonds of a series designated First Mortgage
Bonds 5 1/2% Series due 1985, all of the original issue of
$3,000,000 principal amount of bonds of a series designated First
Mortgage Bonds 5% Series due 1986, and all of the original issue
of $5,000,000 principal amount of bonds of a series designated
First Mortgage Bonds 4 5/8% Series due 1988, and (ii) had out-
standing and secured by the Original Indenture, as so supple-
mented to the date hereof, $2,000,000 (of an original issue of
$4,000,000) principal amount of bonds of a series designated
First Mortgage Bonds 5 7/8% Series due 1991, $5,330,000 (of an
original issue $10,000,000) principal amount of bonds of a series
designated First Mortgage Bonds 6 7/8% Series due 1992,
$7,140,000 (of an original issue of $12,000,000 principal amount
of bonds of a series designated First Mortgage Bonds 10% Series
due 1995, $4,585,000 (of an original issue of $7,000,000) princi-
pal amount of bonds of a series designated First Mortgage Bonds
8% Series due 1997, $8,738,000 (of an original issue of
$20,000,000) principal amount of bonds of a series designated
First Mortgage Bonds 9 1/4% Series due 1996 and $5,550,000 (of an
original issue of $15,000,000) principal amount of bonds of a
series designated First Mortgage Bonds 9% Series due 1991; and
WHEREAS, Article 3 of the Original Indenture provides that
additional bonds of any one or more series may be issued from
time to time in accordance with and subject to the conditions,
provisions and limitations set forth in said Article 3; and
WHEREAS, Section 2.02 of original Indenture provides that
before any bonds of any series, other than bonds of the First
Series, shall be authenticated and delivered, the Company shall
execute and deliver to the Trustee a supplemental indenture, in
recordable form, containing the particulars of the new series of
bonds as required by said Section 2.02 and containing appropriate
provisions giving to such bonds the protection and security of
the Original Indenture; and
WHEREAS, Section 14.01 of the Original Indenture provides,
among other things, that the Company, when authorized by a reso-
lution of its Board of Directors, and the Trustee from time to
time may enter into an indenture or indentures supplemental
thereto and which thereafter shall form a part thereof for any
one or more of the following purposes, among others, to provide
for the creation of any series of bonds (other than bonds of the
First Series), designating the series to be created and
specifying the form and provisions of bonds of such series; and
WHEREAS, Section 14.02 of the Original Indenture provides that
the Trustee is authorized to join with the Company in the execu-
tion of any such supplemental indenture; and
WHEREAS, the Company now desires to create a new series of
bonds under the Indenture to be known and designated as its First
Mortgage Bonds 9.5% Series due 2019 (hereinafter sometimes called
"bonds of the Fifteenth Series"); and
WHEREAS, the Company proposes to execute and to request the
Trustee to authenticate and deliver up to $15,000,000 principal
amount of bonds of the Fifteenth Series pursuant to the provi-
sions of Sections 3.02 to 3.06, both inclusive, of the Original
Indenture; and
WHEREAS, the bonds of the Fifteenth Series and the Trustee's
certificate to be endorsed on such bonds are to be substantially
in the form following (any of the provisions of such bonds may be
set forth on the reverse side thereof);
[FORM OF BOND OF THE FIFTEENTH SERIES]
PENNSYLVANIA GAS AND WATER COMPANY
(formerly Scranton-Spring Brook Water Service Company)
First Mortgage Bond 9.34% Series due 2019
No. $
--------------------- --------------
PENNSYLVANIA GAS AND WATER COMPANY (formerly Scranton-Spring
Brook Water Service Company), a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania
(hereinafter sometimes called the "Company"), for value received,
promises to pay to , or registered
-------------------------------
assigns, on September 1, 2019 (unless this bond shall have been
called for previous redemption and provision made for the payment
of the redemption price thereof), Dollars
----------------------
at the Company's office or agency in the Borough of Manhattan,
The City of New York, and, except as otherwise set forth below,
semi-annually on the first day of March and the first day of
September in each year to pay interest thereon, at said office or
agency, at the rate of 9.34% per annum from the date of this bond
(except that if this bond be dated after the first interest pay-
ment date for bonds of this series it shall bear interest from
the interest payment date next preceding the date of this bond,
and except that if this bond be dated prior to the first interest
payment date for bonds of this series it shall bear interest from
September 1, 1989, and except that if this bond be dated between
a record date as defined in the Twenty-Third Supplemental Inden-
ture dated as of August 15, 1989 (the "Twenty-Third Supplemental
Indenture") and the interest payment date in respect thereof it
shall bear interest from such interest payment date), until the
Company's obligation with respect to such principal sum shall be
discharged; provided that, so long as there is no existing
default in the payment of interest, and except for the payment or
defaulted interest, the interest payable on any March 1 or
September 1 will be paid to the person in whose name this bond
was registered at the close of business on the fifteenth day of
February or the fifteenth day of August next preceding such
interest payment date. Both the principal of and the interest on
this bond shall be payable in any coin or currency of the United
States of America which at the time of payment shall be legal
tender for the payment of public and Private debts.
Notwithstanding anything to the contrary contained in this
bond or in the Indenture (as defined below), the interest rate
payable on this bond shall, to the extent permitted by applicable
law, increase by 250 basis points (the "Additional Interest") if,
at any one or more times, the Company fails to meet the Interest
Coverage Test (as defined below); provided, however, that the
Interest Coverage Test shall not go into effect or be applicable
unless:
(i) the Company fails to comply with any Required Compli-
ance Item (as defined below); and
(ii) such non-compliance is not cured by the Company or
waived by either the Pennsylvania Department of Environmental
Resources (the "DER") or the Pennsylvania Public Utility Com-
mission (the "PPUC"), as the case may be, or successor
agencies, within the Cure Period (as defined below).
The preceding paragraph shall apply regardless of whether or
not the Company is contesting in good faith the facts and circum-
stances that resulted in such non-compliance, if the Interest
Coverage Test is in effect and the Company fails to meet such
test, the Additional Interest shall accrue from the first day of
the month in which the Interest Coverage Test was not met until
the earlier of (i) the Date of Cure (as defined below) or, if a
waiver is obtained as aforesaid, the date of such waiver and (ii)
the first day of the month in which the Interest Coverage Test is
met.
Each Required Compliance Item that the Company fails to comply
with shall have its own Cure Period. As used herein, "Cure
Period" means the period of 180 days following the first date of
non-compliance. However, (i) if the Company obtains an extension
of a compliance date with respect to a Required Compliance Item
from either the DER or the PPUC after a Cure Period has com-
menced, the Cure Period shall be tolled with respect to such
Required Compliance Item as of the date the extension is granted:
provided, however, that if the Company fails to meet the extended
compliance date, the new Cure Period shall be the 180 day period
commencing on the extended compliance date less the number of
days elapsed during the previous Cure Period with respect to such
Required Compliance item before the extension was granted, and
(ii) if the Company obtains an extension of a compliance date
with respect to a Required Compliance Item from either the DER or
the PPUC prior to the commencement of a Cure Period which might
otherwise commence, the Cure Period shall be the 180 day period
commencing on the extended compliance date. Regardless of the
number of Required Compliance Items that the Company fails to
comply with after the expiration of the respective Cure Periods,
if the Company fails to meet the Interest Coverage Test, the
Additional Interest shall in no event be more than 250 basis
points at any given time, and, provided that the Company pays the
Additional Interest when due, the holder of this bond shall have
no other remedies with respect to the Company's failure to comply
with any Required Compliance Item. Notwithstanding anything to
the contrary contained in this bond or in the Indenture, if a
holder of this bond is entitled to receive the Additional
Interest and the Company fails to pay such Additional Interest
when due, then such holder's remedies with respect so the Com-
pany's failure to comply with any Required Compliance Item shall
in no way be restricted or limited.
As used herein, "Interest Coverage Test" means that the Com-
pany's earnings before interest and taxes (determined in
accordance with generally accepted accounting principles) for the
immediately preceding twelve full months, calculated on a monthly
basis for each month that the Interest Coverage Test is in
effect, are at least equal to one and one-quarter (1 1/4) times
the annualized interest charges on all indebtedness of the Com-
pany which is outstanding at the end of such twelve month period
and which does not constitute a current liability, adjusted for
amortization of debt discount and expense, or of premium, as the
case may be.
As used herein, "Required Compliance Items" (singularly, a
"Required Compliance Item") shall mean (i) paragraphs 21, 22,
23, 24, 25 and 27 of that certain Consent Order and Agreement by
and between the Company and the DER, dated December 20, 1988,
which was approved by the Pennsylvania Environmental Hearing
Board on December 30, 1988 (the "DER Consent Order") and (ii)
items a(l), a(2), b(l), b(2), b(3), c(1), c(2), c(3), c(4), c(5),
c(6), d and e of the Terms of Settlement contained in the Recom-
mended Decision of Administrative Law Judge George M. Kashi,
dated June 7, 1988 (the "Terms of Settlement"), approving the
Joint Petition for Settlement by and between the Company and the
PPUC, which was adopted by the PPUC on July 8,1988 (the "PPUC
Settlement").
As used herein. "Date of Cure" shall mean the date the Company
certifies to either the DER or the PPUC, as the case may be, that
non-compliance with any Required Compliance Item is cured; pro-
vided, however, that if the DER or the PPUC, as the case may be,
subsequently notifies the Company that such non-compliance with
the Required Compliance Item was not cured, then such certifica-
tion shall have no effect and a Date of Cure shall not be deemed
to have occurred as of such date, and the holder of this bond
shall promptly receive all Additional Interest it would have
received but for the Company's certification that such non-
compliance was cured.
So long as this bond is outstanding, the Company shall give to
the Trustee and to the holder of this bond prompt written notice
of any event that constitutes noncompliance by the Company of any
Required Compliance Item (such notice to set forth the first date
of non-compliance), and shall promptly forward to the Trustee
and to each such bolder a copy of (i) any request for a waiver of
any provision of the DER Consent Order or the PPUC Settlement,
including a request for an extension of a compliance date, (ii)
all penalty notices and all notices or complaints of non-
compliance with the DER Consent Order or the PPUC Settlement,
(iii) all annual progress reports submitted pursuant to paragraph
(d) of the Terms of Settlement and (iv) all notices by the DER or
the PPUC to the effect that a Required Compliance Item was not
cured.
So long as this bond is outstanding, if the Interest Coverage
Test is in effect pursuant to the terms of this bond and the
Twenty-Third Supplemental Indenture, the Company shall submit to
the Trustee and to due holder of this bond within forty-five (45)
days after the expiration of each of the Company's first three
fiscal quarters, and within ninety (90) days after the expiration
of each fiscal year, a statement certified by the chief financial
officer of the Company documenting whether the Company is in com-
pliance with the Interest Coverage Test, and such certification
shall state that the information contained in the statement is
true and correct, except for audit adjustments, if any.
So long as this bond is outstanding, within twenty-five (25)
days after the expiration of each calendar month in which the
Interest Coverage Test is in effect, the Company shall determine
whether it meets such test. So long as this bond is outstanding,
if at any time the Company fails to meet the Interest Coverage
Test when in effect, the Company shall notify in writing the
Trustee and the holder of this bond within five (5) days after
the Company first becomes aware of such failure.
Notwithstanding anything to the contrary contained in this
bond or in the Indenture, and in addition to the Additional
Interest, if then payable, if the Company fails to make any
principal or interest payment on this bond within three days
after such payment is due, whether at stated maturity, by notice
of redemption, by acceleration or otherwise, the interest rate
payable on this bond shall, to the extent permitted by applicable
law, increase by 100 basis points, such increase to commence on
the fourth day after such principal or interest payment is due
and to continue until such unpaid amount of principal or interest
has been paid in full.
All notices and other documents delivered to the Trustee pur-
suant to the terms hereof shall be deemed to be conclusive proof
of the accuracy of the statements made therein.
This bond is one of an issue of bonds of the Company. known as
its First Mortgage Bonds, issued and to be issued in one or more
series under, and equally and ratably secured (except as any
sinking, amortization, improvement or other fund, established in
accordance with the provisions of the indenture hereinafter men-
tioned, may afford additional security for the bonds of any
particular series) by a certain mortgage and deed of trust, dated
as of March 15, 1946 (hereinafter called the "Original Inden-
ture"), and by twenty-three indentures supplemental thereto (of
which the Seventeenth Supplemental Indenture, dated as of
October 15, 1967, the Eighteenth Supplemental Indenture, dated as
of May 1, 1970, the Twentieth Supplemental Indenture, dated as of
March 1,1976, and the Twenty-First Supplemental Indenture, dated
as of December 1, 1976, amended certain provisions of the Origi-
nal Indenture) (said Original Indenture and all said indentures
supplemental thereto being hereinafter collectively called the
"Indenture"), made by the Company to Guaranty Trust Company of
New York and, after the change of name of Guaranty Trust Company
of New York to Morgan Guaranty Trust Company of New York, to
Morgan Guaranty Trust Company of New York, as Trustee (herein-
after called the Trustee"), to which Indenture (and to all addi-
tional indentures supplemental thereto) reference is hereby made
for a description of the property mortgaged, the nature and
extent of the security, the rights and limitations of rights of
the Company, the Trustee, and the holders of said bonds under the
Indenture, and the terms and conditions upon which said bonds are
secured, to all of the provisions of which Indenture and of all
such additional supplemental indentures in respect of such
security, including the provisions of the Indenture permitting
the issue of bonds of any series in respect of property which,
under the restrictions and limitations therein specified, may be
subject to liens prior to the lien of the Indenture, the holder,
by accepting this bond, assents. To the extent permitted by and
as provided in the Indenture, the rights and obligations of the
Company and of the holders of said bonds (including those per-
taining to any sinking or other fund) may be changed and modi-
fied, with the consent of the Company, by the holders of at least
75% in aggregate principal amount of the bonds then outstanding
(or; if one or more, but less than all, series of bonds are
affected, by the holders of at least 75% in aggregate principal
amount of outstanding bonds of such one or more series so af-
fected), such percentage being determined as provided in the
Indenture; provided, however, that without the consent of the
holder hereof no such modification or alteration shall be made
which will extend the time of payment of the principal of or the
interest on this bond or reduce the principal amount hereof or
the rate of interest hereon or effect any other modification of
the terms of payment of such principal or interest or will permit
the creation of any lien ranking prior to or on a parity with the
lien of the Indenture on any of the mortgaged property, or will
deprive any nonassenting holder of this bond of a lien upon the
mortgaged property for the security of this bond, or will reduce
the percentage of bonds required for the aforesaid action under
the Indenture and provided further that, as provided in Section
4.02 of the Twentieth Supplemental Indenture, when all bonds of
all series issued prior to January 1, 1976, shall cease to be
outstanding, each reference to "75%" in this sentence shall
become "60%." This bond is one of a series of bonds designated
as the First Mortgage Bonds 9.34% Series due 2019 of the Company.
The bonds of this series are subject to redemption, in whole
or in part, at the option of the Company or pursuant to certain
requirements of the Indenture, upon not less than thirty (30) nor
more than sixty (60) days' prior notice, all on the conditions,
at the times, to the extent and in the manner provided in the In-
denture. If redeemed pursuant the provisions of Section 8.13 of
the Indenture, the bonds of this series are redeemable at a
special redemption price equal to 100% of the principal amount
thereof, plus interest accrued to the date fixed for redemption.
If redeemed otherwise than as provided in the preceding sentence,
the bonds of this series are redeemable, in whole or in part, at
a price, equal to the outstanding principal amount thereof plus
interest accrued thereon to the date of redemption, plus a "Make-
Whole Premium," determined as follows: (i) if, on the date of
redemption, the sum of the Treasury Rate (as defined below) plus
the Addition (as defined below) is lower than the rate per annum
at which interest is then accruing on the bonds, the Make-Whole
Premium shall be an amount equal to the excess of (x) the present
value as of the date of redemption of the remaining principal and
interest payments to become due on the bonds to be redeemed, dis-
counted at the sum of the Treasury Rate plus the Addition over
(y) the sum of the aggregate outstanding principal amount of the
bonds then to be redeemed plus accrued interest or (ii) if, on
the date of redemption, the sum of the Treasury Rate plus the
Addition is equal to or higher than the rate per annum at which
interest is then accruing on the bonds, the Make-Whole Premium
shall be zero. "Treasury Rate" shall mean the arithmetic mean
calculated for the completed two week period immediately prior to
the date of redemption of the rates published in the weekly sta-
tistical release designated H.15(519) of the Federal Reserve Sys-
tem under the caption "U.S. Government Securities-Treasury
Constant Maturities" (the "Statistical Release"), or if the Sta-
tistical Release is not published, the arithmetic mean of the
rates obtained from such reasonably comparable index as may be
designated in writing by the holders of no less than 66 2/3% or
more of the outstanding principal amount of the bonds, for the
maturity corresponding to the remaining life of the bonds as of
the date of the redemption of the bond or portion of a bond, as
the case may be, with respect to which the Treasury Rate is being
calculated. If no maturity exactly corresponds to such remaining
life, the rates for the two most closely corresponding maturi-
ties, which are, respectively, greater than and lesser than such
remaining life, shall be calculated pursuant to the immediately
preceding sentence and the Treasury Rate shall be interpolated
from such rates on a straight-line basis. The "Addition" shall
mean that number of basis points to be added to the Treasury Rate
determined as follows: if redemption occurs at any time during
the period commencing on the date indicated in Column "A" below
and ending on the date indicated in Column "B" below, then the
number of basis points in the Addition shall be the number indi-
cated in Column "C" below.
"A" "B" "C"
COMMENCE DATE END DATE BASIS POINTS
September 1, 1989 August 3l, 1994 75
September 1, 1994 August 3l, 2004 50
September 1, 2004 August 3l, 2014 25
September 1, 2014 August 31, 2019 0
If this bond shall be called for redemption, and payment of
the redemption price shall be duly provided by the Company as
specified in the Indenture, interest shall cease to accrue hereon
from and after the date of redemption fixed in the notice
thereof.
The principal of this bond may be declared or may become due
prior to the maturity date hereinbefore named, on the conditions,
in the manner and at the times set forth in the Indenture, upon
the happening of a default as therein defined.
This bond is transferable by the registered owner hereof in
person or by his duly authorized attorney at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
upon surrender and cancellation of this bond, and thereupon a new
bond or bonds of the same series and maturity, for a like aggre-
gate principal amount, will be issued to the transferee in
exchange therefor, as provided in the Indenture. The Company and
the Trustee and any registrar and any paying agent may deem and
treat the person in whose name this bond is registered as the
absolute owner hereof for the purpose of receiving payment and
for all other purposes.
This bond, alone or with other bonds of the same series and
maturity, may in like manner be exchanged at such office or
agency for one or more new bonds of the same series and maturity,
in denominations authorized by the Board of Directors of the
Company, of the same aggregate principal amount. Upon each such
transfer or exchange the Company may require the payment of
charges as prescribed in the Indenture.
No recourse under or upon any covenant or obligation of the
Indenture, or of any bonds thereby secured, or for any claim
based thereon, or otherwise in any manner in respect thereof,
shall be had against any incorporator, subscriber to the capital
stock, stockholder, officer or director, as such, whether former,
present or future, of the Company or any successor corporation,
either directly, or indirectly through the Company or the
Trustee, by the enforcement of any subscription to capital stock,
assessment or otherwise, or by any legal or equitable proceeding
by virtue of any constitution, statute, contract of subscription
or otherwise (including, without limiting the generality of the
foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding
the corporate entity of the Company or upon any theory that the
Company was acting as the agent or instrumentality of the stock-
holders), any and all such liability of incorporators, stock-
holders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this bond,
and being likewise waived and released by the terms of the
Indenture under which this bond is issued.
This bond shall not be valid or become obligatory for any
purpose until the certificate of authentication endorsed hereon
shall have been signed by Morgan Guaranty Trust Company of New
York, or its successor, as Trustee under the Indenture.
In WITNESS WHEREOF, PENNSYLVANIA GAS AND WATER COMPANY has
caused this bond to be signed in its name by, or to bear the
facsimile signature of, its President or a Vice President, and
its corporate seal to be affixed hereto and attested by, or to
bear the facsimile signature of, its Secretary or an Assistant
Secretary.
Dated:
PENNSYLVANIA GAS AND WATER COMPANY
By:
-------------------------------
Vice President
Attest:
- -----------------------------
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This bond is one of the bonds, of the series designated
therein, described in the within-mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By:
-------------------------------
Authorized Officer
[End of Form of Bond]
WHEREAS, all requirements of law and of the restated articles
of incorporation, as amended, and by-laws of the Company,
including all requisite action on the part of its directors and
officers, relating to the execution of this Twenty-Third Supple-
mental Indenture have been complied with and observed, and all
things necessary to make this Twenty-Third Supplemental Indenture
a valid and legally binding instrument in accordance with its
terms for the security of all bonds from time to time issued
under the Indenture have happened, been done and been performed,
and the issue of the bonds of the Fifteenth Series, hereinafter
referred to, has been in all respects duly authorized;
NOW, THEREFORE, IT IS HEREBY COVENANTED, DECLARED AND AGREED
by and between the parties hereto that all such bonds are to be
issued, authenticated, delivered and held, and that all property
subject or to become subject to the Indenture is to be held, sub-
ject to the further covenants, conditions, uses and trusts set
forth in the Original Indenture as heretofore supplemented, and
as supplemented by this Twenty-Third Supplemental Indenture, and
the Company, for itself and its successors, doth hereby covenant
and agree to and with the Trustee, for the benefit of those who
shall hold said bonds as follows:
ARTICLE 1.
CREATION OF BONDS OF THE FIFTEENTH SERIES.
Sec. 1.01. There is hereby created a new series of bonds to
be issued under the Original Indenture which shall be designated
First Mortgage Bonds 9.34% Series due 2019. The aggregate prin-
cipal amount of bonds of the Fifteenth Series shall be limited to
$15,000,000 except as provided in Section 2.11 of the Original
Indenture. All bonds of the Fifteenth Series shall mature
September 1, 2019, and, except as otherwise set forth below in
this Section 1.01, shall bear interest at the rate of 9.34% per
annum, payable semi-annually on the first day of March and first
day of September in each year, commencing March 1, 1990. The
principal of and interest on each such bond shall be payable at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, and both principal and interest shall be
payable in any coin or currency of the United States of America
which at the time of payment shall be legal tender for the pay-
ment of public and private debts.
Notwithstanding anything to the contrary contained in the
Indenture or in the bonds of the Fifteenth Series, the interest
rate payable on the bonds of the Fifteenth Series shall, to the
extent permitted by applicable law, increase by 250 basis points
(the "Additional Interest") if, at any one or more times, the
Company fails to meet the Interest Coverage Test (as defined
below); provided, however, that the Interest Coverage Test shall
not go into effect or be applicable unless:
(i) the Company fails to comply with any Required Compli-
ance Item (as defined below); and
(ii) such non-compliance is not cured by the Company or
waived by either the Pennsylvania Department of Environmental
Resources (the "DER") or the Pennsylvania Public Utility Com-
mission (the "PPUC"), as the case may be, or successor
agencies, within the Cure Period (as defined below).
The preceding paragraph shall apply regardless of whether or
not the Company is contesting in good faith the facts and circum-
stances that resulted in such non-compliance. If the Interest
Coverage Test is in effect and the Company fails to meet such
test, the Additional Interest shall accrue from the first day of
the month in which the Interest Coverage Test was not met until
the earlier of (i) the Date of Cure (as defined below), or, if a
waiver is obtained as aforesaid, the date of such waiver and (ii)
the first day of the month in which the Interest Coverage Test as
met.
Each Required Compliance Item that the Company fails to comply
with shall have its own Cure Period. As used herein, "Cure
Period" means the period of 180 days following the first date of
non-compliance. However, (i) if the Company obtains an extension
of a compliance date with respect to a Required Compliance Item
from either the DER or the PPUC after a Cure Period has com-
menced, the Cure Period shall be tolled with respect to such
Required Compliance Item as of the date the extension is granted;
provided, however, that if the Company fails to meet the extended
compliance date, the new Cure Period shall be the 180 day period
commencing on the extended compliance date less the number of
days elapsed during the previous Cure Period with respect to such
Required Compliance Item before the extension was granted, and
(ii) if the Company obtains an extension of a compliance date
with respect to a Requircd Compliance Item from either the DER or
the PPUC prior to the commencement of a Cure Period which might
otherwise commence, the Cure Period shall be the 180 day period
commencing on the extended compliance date. Regardless of the
number of Required Compliance ltems that the Company fails to
comply with after the expiration of the respective Cure Periods,
if the Company fails to meet the Interest Coverage Test, the Ad-
ditional Interest shall in no event be more than 25O basis points
at any given time, and, provided that the Company pays the Addi-
tional Interest when due, the holders of the bonds of the Fif-
teenth Series shall have no other remedies with respect to the
Company's failure to comply with any Required Compliance Item.
Notwithstanding anything to the contrary contained in the bonds
of the Fifteenth Series or in the Indenture, if a holder of a
bond is entitled to receive the Addition Interest and the Company
fails to pay such Additional Interest when due, then such
holder's remedies with respect to the Company's failure to comply
with any Required Compliance Item shall in no way be restricted
or limited.
As used herein, "Interest Coverage Test' means that the Com-
pany's earnings before interest and taxes (determined in
accordance with generally accepted accounting principles) for the
immediately preceding twelve full months, calculated on a monthly
basis for each month that the Interest Coverage Test is in
effect, are at least equal to one and one-quarter (1 1/4) times
the annualized interest charges on all indebtedness of the Com-
pany which is outstanding at the end of such twelve month period
and which does not constitute a current liability, adjusted for
amortization of debt discount and expense, or of premium, as the
case may be.
As used herein, "Required Compliance Items" (singularly, a
"Required Compliance Item") shall mean (i) paragraphs 21, 22, 23,
24, 25 and 27 of that certain Consent Order and Agreement by and
between the Company and the DER dated December 20, 1988, which
was approved by the Pennsylvania Environmental Hearing Board on
December 30, 1988 (the "DER Consent Order") and (ii) items a(l),
a(2), b(l), b(2), b(3), c(1), c(2), c(3), c(4), c(5), c(6), d
and e of the Terms of Settlement contained in the Recommended
Decision of Administrative Law Judge George M. Kashi, dated
June 7, 1988 (the "Terms of Settlement"), approving the Joint
Petition for Settlement by and between the Company and the PPUC,
which was adopted by the PPUC on July 8, 1988 (the "PPUC Settle-
ment").
As used herein, "Date of Cure" shall mean the dat the Company
certifies to either the DER or the PPUC, as the case may be, that
non-compliance with any Required Compliance Item is cured; pro-
vided, however, that if the DER or the PPUC, as the case may be,
subsequently notifies the Company that such non-compliance with
the Required Compliance Item was not cured, then such certifica-
tion shall have no effect and a Date of Cure shall not be deemed
to have occurred as of such date, and each holder of a bond of
the Fifteenth Series shall promptly receive all Additional
Interest it would have received but for the Company's certifica-
tion that such non-compliance was cured.
So long as any bond of the Fifteenth Series is outstanding,
the Company shall give to the Trustee and to each holder of a
bond of the Fifteenth Series prompt written notice of any event
that constitutes non-compliance by the Company of any Required
Compliance Item (such notice to set forth the first date of non-
compliance), and shall promptly forward to the Trustee and to
each such holder a copy of (i) any request for a waiver of any
provision of the DER Consent Order or the PPUC Settlement,
including a request for an extension of a compliance date, (ii)
ail penalty notices and all notices or complaints of non-
compliance with the DER Consent Order or the PPUC Settlement,
(iii) all annual progress reports submitted pursuant to paragraph
(d) of the Terms of Settlement and (iv) all notices by the DER or
the PPUC to the effect that a Required Compliance Item was not
cured.
So long as any bond of the Fifteenth Series is outstanding, if
the Interest Coverage Test is in effect pursuant to the terms of
this Twenty-Third Supplemental Indenture, the Company shall sub-
mit to the Trustee and to each holder of a bond of the Fifteenth
Series within forty-five (45) days after the expiration of each
of the Company's first three fiscal quarters, and within ninety
(90) days after the expiration of each fiscal year, a statement
certified by the chief financial officer of the Company docu-
menting whether the Company is in compliance with the Interest
Coverage Test, and such certification shall state that the infor-
mation contained in the statement is true and correct, except for
audit adjustments, if any.
So long as any bond of the Fifteenth Series is outstanding,
within twenty-five (25) days after the expiration of each calen-
dar month in which the Interest Coverage Test is in effect, the
Company shall determine whether it meets such test. So long as
any bond of the Fifteenth Series is outstanding, if at any time
the Company fails to meet the Interest Coverage Test when in
effect, the Company shall notify in writing the Trustee and each
holder of a bond of the Fifteenth Series within five (5) days
after the Company first becomes aware of such failure.
Notwithstanding anything to the contrary contained in the In-
denture or in the bonds of the Fifteenth Series, and in addition
to the Additional Interest, if then payable, if the Company fails
to make any principal or interest payment on the bonds of the
Fifteenth Series within three (3) days after such payment is due,
whether at stated maturity, by notice of redemption, by accelera-
tion or otherwise, the interest rate payable on the bonds of the
Fifteenth Series shall, to the extent permitted by applicable
law, increase by 100 basis points, such increase to commence on
the fourth day after such principal or interest payment is due
and to continue until such unpaid amount of principal or interest
has been paid in full.
All notices and other documents delivered to the Trustee pur-
suant to the terms hereof shall be deemed to be conclusive proof
of the accuracy of the statements made therein.
The bonds of the Fifteenth Series shall be dated the date of
their authentication and shall bear interest from the date of the
bond (except that if any such bond shall be authenticated after
the first interest payment date for bonds of the Fifteenth Series
it shall bear interest from the interest payment date next pre-
ceding the date of such bond, and except that if any bond of the
Fifteenth Series shall be authenticated prior to the first
interest payment date for bonds of the Fifteenth Series it shall
bear interest from September 1, 1989, and except that if any bond
of the Fifteenth Series is authenticated between a record date,
as defined below, and the interest payment date in respect
thereof it shall bear interest from such interest payment date).
So long as there is no existing default in the payment of
interest on the bonds of the Fifteenth Series, the person in
whose name any bond of the Fifteenth Series is registered at the
close of business on the record date with respect to any interest
payment date (the term "record date" as used with respect to an
interest payment date shall mean the fifteenth day of February or
the fifteenth day of August next preceding the interest payment
date whether or not such fifteenth day is a business day) shall
be entitled to receive the interest payable on such interest pay-
ment date notwithstanding any transfer or exchange of the bond of
the Fifteenth Series subsequent to the record date and on or
prior to the interest payment date, except if, and to the extent,
the Company shall default in the payment of the interest due on
such interest payment date, the defaulted interest shall be paid
to the person in whose name the bond of the Fifteenth Series is
registered five (5) days before the date of payment of the
defaulted interest.
The bonds of the Fifteenth Series shall be redeemable at any
time, upon not less than thirty (30) nor more than sixty (60)
days' prior notice, in whole or in part, either at the option of
the Company, or pursuant to the requirements of the Indenture,
upon the terms and conditions hereinafter specified in Section
1.02 hereof.
Bonds of the Fifteenth Series shall be issued as fully regis-
tered bonds without coupons, in denominations of $1,000 and
multiples thereof from time to time authorized by the Board of
Directors.
Bonds of the Fifteenth Series shall be registrable and inter-
changeable at the office or agency of the Company in the Borough
of Manhattan, The City of New York, in the manner and upon the
terms set forth in Section 2.05 of the Original Indenture, upon
payment of charges as required or permitted by the provisions of
Section 2.08 of the Original Indenture as amended.
Sec. 1.02. (1) The bonds of the Fifteenth Series shall be
redeemable, in whole or in part, at any time and from time to
time, pursuant to the provisions of Section 8.13 of the Inden-
ture, at the special redemption price provided for on the form of
bond of the Fifteenth Series included herein, together with
interest accrued to the date fixed for redemption.
(2) The bonds of the Fifteenth Series shall also be redeem-
able, in whole or in part, at any time and from time to time, at
the option of the Company, or pursuant to any provisions of the
Indenture other than Section 8.13 of the Indenture, at the
applicable redemption price provided for on the form of bond of
the Fifteenth Series included herein, together with interest
accrued to the date fixed for redemption.
Any redemption of bonds of the Fifteenth Series shall be
effected in accordance with the provisions of Sections 5.02 to
5.05, both inclusive, of the Original Indenture.
Sec. 1.03. The holder of each and every bond of the Fifteenth
Series hereby agrees to accept payment thereof prior to maturity
on the terms and conditions in Section 1.02 hereof and in Section
8.13 of the Indenture.
ARTICLE 2.
NO SINKING FUND FOR BONDS OF THE FIFTEENTH SERIES.
Bonds of the Fifteenth Series will not be entitled to the
benefit of a Sinking Fund.
ARTICLE 3.
ISSUANCE OF BONDS OF THE FIFTEENTH SERIES.
Bonds of the Fifteenth Series may be executed, authenticated
and delivered from time to time as provided or permitted by the
provisions of Article 3 of the Original Indenture and the provi-
sions of this Twenty-Third Supplemental Indenture.
ARTICLE 4.
MISCELLANEOUS.
Sec. 4.01. Sections 4.10, 4.11 and 8.13 of the Original
Indenture, as amended by Section 4.01 of Article 4 of the Fourth,
Ninth, Tenth, Twelfth, Fourteenth, Fifteenth, Sixteenth, Seven-
teenth, Eighteenth, Nineteenth, Twentieth and Twenty-First
Supplemental Indentures, are hereby further amended by this
Twenty-Third Supplemental Indenture and, contemporaneously here-
with, by the Twenty-Second Supplemental Indenture, by inserting
in each such section the words "or bonds of the 9.23% Series due
1999 or bonds of the 9.34% Series due 2019," immediately after
the words "bonds of the 2 7/8% Series due 1976 or bonds of the
3 1/2% Series due 1982 or bonds of the 4 7/8% Series due 1987 or
bonds of the 4 3/4% Series due 1983 or bonds of the 5 1/2% Series
due 1985 or bonds of the 5% Series due 1986 or bonds of the
4 5/8% Series due 1968 or bonds of the 5 7/8% Series due 1991 or
bonds of the 6 7/8% Series due 1992 or bonds of the 10% Series
due 1995 or bonds of the 8% Series due 1997 or bonds of the
9 !/4% Series due 1996 or bonds of the 9% Series due 1991 or
bonds of the 9.23% Series due 1999" each time such last mentioned
words occur therein.
Sec. 4.02. The Trustee accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and condi-
tions in the Original Indenture and in this Twenty-Third Supple-
mental Indenture set forth. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or
sufficiency of this Twenty-Third Supplemental Indenture or the
due execution hereof by the Company, or for or in respect of the
recitals contained herein, all of which recitals are made by the
Company solely.
The Original Indenture as heretofore supplemented by twenty-
one supplemental indentures and as supplemented by the Twenty-
Second Supplemental Indenture and this Twenty-Third Supplemental
Indenture is in all respects ratified and confirmed, and the
Original Indenture, together with the twenty-three indentures
supplemental thereto, shall be read, taken and construed as one
and the same indenture.
Sec. 4.03. This Twenty-Third Supplemental Indenture may be
executed in any number of counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but
one and the same instrument.
Pennsylvania Gas and Water Company does hereby constitute and
appoint Thomas J. Ward to be its attorney for it, and in its name
and as and for its corporate act and deed to acknowledge this
Twenty-Third Supplemental Indenture before any person having
authority by the laws of the Commonwealth of Pennsylvania to take
such acknowledgment, to the intent that the same may be duly
recorded, and Morgan Guaranty Trust Company of New York does
hereby constitute and appoint Catherine F. Donohue to be its
attorney for it, and in its name and as and for its corporate act
and deed to acknowledge this Twenty-Third Supplemental Indenture
before any person having authority by the laws of the State of
New York to take such acknowledgment, to the intent that the same
may be duly recorded.
<PAGE>
In WITNESS WHEREOF, said Pennsylvania Gas and Water Company
and said Morgan Guaranty Trust Company of New York have caused
this Twenty-Third Supplemental Indenture to be signed in their
respective corporate names, and their respective corporate seals
to be hereunto affixed and attested by their respective officers
thereunto duly authorized, all as of the day and year first above
written.
PENNSYLVANIA GAS AND WATER COMPANY
By: JOHN F. KELL, JR.
-----------------------
Name: John F. Kell, Jr.
Title: Vice President and Controller
[CORPORATE SEAL]
Attest: THOMAS J. WARD
----------------------
Secretary
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Trustee
By: M. CULHANE
---------------------
Name: M. Culhane
Title: Vice-President
[CORPORATE SEAL]
Attest: CATHERINE F. DONOHUE
--------------------------
Assistant Secretary
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF LUZERNE
ss:
BE IT REMEMBERED that on the 25th day of August, A.D., 1989,
before me, JoAnne McHale, a Notary Public in and for said County
and said Commonwealth, commissioned for and residing in the
County of Luzerne, personally came Thomas J. Ward, who, being
duly sworn according to law, doth depose and say that he was per-
sonally present and did see the common or corporate seal of the
above-name PENNSYLVANIA GAS AND WATER COMPANY affixed to the
foregoing Supplemental Indenture; that the seal so affixed is the
common or corporate seal of said PENNSYLVANIA GAS AND WATER COM-
PANY and was so affixed by authority of said corporation as the
act and deed thereof; that the above-named John F. Kell, Jr. is
the Vice President and Controller of said corporation and did
sign the said Supplemental Indenture as such in the presence of
this deponent; that this deponent is the Secretary of the said
corporation and that the name of this deponent, above signed in
attestation of the due execution of the said Supplemental Inden-
ture, is in this deponent's own proper handwriting.
THOMAS J. WARD
---------------------
Thomas J. Ward
Sworn and subscribed before me
the day and year aforesaid. [NOTARIAL SEAL]
JOANNE MCHALE
- ---------------------
Notary Public
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF LUZERNE
ss:
I HEREBY CERTIFY that on this 25th day of August, A.D., 1989,
before me, JoAnne McHale, a Notary Public in and for said County
and said Commonwealth, commissioned for and residing in the
County of Luzerne, personally appeared Thomas J. Ward, the
attorney named in the foregoing Supplemental Indenture, and he,
by virtue and in pursuance of the authority therein conferred
upon him, acknowledged said Supplemental Indenture to be the act
and deed of the said PENNSYLVANIA GAS AND WATER COMPANY.
Witness my hand and notarial seal the day and year aforesaid.
JOANNE MCHALE
-------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK
COUNTY OF NEW YORK
ss:
BE IT REMEMBERED that on the 25th day of August, A.D., 1989,
before me, Simone G. Vinocour, a Notary Public in and for said
County and State, commissioned for and residing in the County of
New York, personally came Catherine F. Donohue, who, being duly
sworn according to law, doth depose and say that she was per-
sonally present and did see the common or corporate seal of the
above-named MORGAN GUARANTY TRUST COMPANY OF NEW YORK affixed to
the foregoing Supplemental Indenture; that the seal so affixed is
the common or corporate seal of said MORGAN GUARANTY TRUST COM-
PANY OF NEW YORK and was so affixed by authority of said corpora-
tion as the act and deed thereof; that the above-named M. Culhane
is a Vice President of said corporation and did sign the said
Supplemental Indenture as such in the presence of this deponent;
that this deponent is an Assistant Secretary of said corporation
and that the name of this deponent, above signed in attestation
of the due execution of the said Supplemental Indenture, is in
this deponent's own proper handwriting.
CATHERINE F. DONOHUE
----------------------------
Catherine F. Donahue
Sworn and subscribed before me
the day and year aforesaid. [NOTARIAL SEAL]
SIMONE G. VINOCOUR
- ----------------------------
Notary Public
<PAGE>
STATE OF NEW YORK
COUNTY OF NEW YORK
ss.:
I HEREBY CERTIFY that on this 25th day of August, A.D., 1989,
before me, Simone G. Vinocour, a Notary Public in and for said
County and State, commissioned for and residing in the County of
New York, personally appeared Catherine F. Donohue, the attorney
named in the foregoing Supplemental Indenture, and she, by virtue
and in pursuance of the authority therein conferred upon her,
acknowledged said Supplemental Indenture to be the act and deed
of the said MORGAN GUARANTY TRUST COMPANY OF NEW YORK.
Witness my hand and notarial seal the day and year aforesaid.
SIMONE G. VINOCOUR
------------------------
Notary Public
[NOTARIAL SEAL]
MORGAN GUARANTY TRUST COMPANY OF NEW YORK hereby certifies
that its precise name and address as Trustee hereunder are:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, No. 23 Wall Street,
New York, New York 10005.
By: NORMA PANE
----------------
Name: Norma Pane
Title: Trust Officer
<PAGE>
EXHIBIT C
1. Recent decreases in the pre tax interest and fixed charge
coverages of the Company, caused by lower earnings and increased
interest costs, may continue, which, if such decreases were to
continue, may result in such coverages falling within the next 12
to 18 months to levels at which the Company would generally be
precluded by covenants in its Restated Articles of Incorporation,
as amended, and various of its debt instruments from issuing any
additional shares of preferred stock or debt maturing more than
one year after issuance .
2. The Company has failed to maintain as of June 30, 1989,
the 1.50 times fixed charge coverage required under the terms of
Paragraph 5Q(1) of the Letter of Credit Agreement dated as of
January 1, 1989 between the Company and National Australia Bank,
a failure which will not constitute a default under the terms of
such agreement unless such failure is not cured by November 11,
1989.
3. The Pennsylvania Public Utility Commission ("PPUC") denied
in 1986 and again in 1988 the requests by the Company to increase
its rates for water service. However, a water rate increase was
granted on July 20, 1989 for residential and commercial customers
receiving filtered water.
4. The PPUC has to date refused to allow any increase in the
rates for water service provided by the Company to residential
and commercial customers not receiving filtered water.
5. Expenditures planned by the Company for additions and
improvements to its water utility system during the next several
years will necessitate substantial external financing.
6. The PPUC has issued a policy statement that indicates that
there should be a sharing between customers and shareholders of
the take or pay liabilities of local gas distribution companies
such as the Company, which could result in a significant write-
off by the Company.
7. By Consent Order and Agreement dated December 20, 1988
(the "Agreement") the Company and the Pennsylvania Department of
Environmental Resources ("DER") reached an agreement to resolve
various DER orders and appeals related thereto. The terms and
conditions of the Agreement which were approved by the Pennsyl-
vania Environmental Hearing Board require the Company to complete
four filtration plants in the Scranton Rate Area by December 31,
1989 and to submit a schedule by September 20, 1989 providing for
the filtration of all water supplies serving the Spring Brook
Rate Area by December 31, 1992. The Agreement provides for
penalties of $1,000 per day for each day these requirements are
not met and provides for penalties of $1,000 per day for each day
certain other requirements are not met. In addition, failure to
satisfy the foregoing requirements could result in various civil
penalties being assessed against the Company and further delays
in obtaining approval of the PPUC to increase water rates charged
to customers. Although the Company believes that it is reason-
ably possible that the Chinchilla Treatment Plant may be in
operation by December 31, 1989 as provided for in the Agreement,
it is probable that the completion of the other Scranton Rate
Area filtration plants will be delayed until the first or second
quarter of 1990 depending upon weather and availability of labor
and materials. It is the Company's position that the force
-----
majeure provisions of the Agreement and the liquidated damage
- -------
provisions of the contracts with respect to construction of the
treatment plants will provide the Company with certain protection
against the penalties provided for in the Agreement. The Company
is not able at this time to determine what factors may impact its
ability to complete the treatment plants in the Spring Brook Rate
Area by the end of 1992.
8. Under the Pennsylvania Safe Drinking Water Act and the
Federal Safe Drinking Water Act and amendments thereto, certain
water quality standards and regulations have been promulgated.
Pursuant to these laws, certain maximum contaminant levels
(MCL's) have been established and certain public notification re-
quirements were revised. The Company periodically exceeds these
MCL's and among other requirements must issue notices concerning
lead and turbidity levels which exceed the MCL. To date, no
fines or penalties have been assessed against the Company as a
result of such violations. The Company believes, however, that
the construction of the filtration facilities and the removal of
all Company owned lines containing lead will negate these
problems.
<PAGE>
EXHIBIT D
[FORM OF OPINION OF SONNENSCHEIN
CARLIN NATH AND ROSENTHAL]
September , 1989
--
Allstate Life Insurance Company
Allstate Plaza West; J 2A
Northbrook, Illinois 60062
Allstate Life Insurance Company of New York
Allstate Plaza West; J-2A
Northbrook, Illinois 60062
RE: Pennsylvania Gas and Water Company First
Mortgage Bonds, 9.23% Series due 1999 and
9.34% Series due 2019
-----------------------------------------
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
transactions contemplated by the Bond Purchase Agreement dated
September , 1989 (the "Agreement"), between both of you and
--
Pennsylvania Gas and Water Company (the "Company"). Capitalized
terms used herein and not expressly defined herein are used as
defined in the Agreement.
We have examined and are familiar with such documents, corporate
records, certificates of officers of the Company and public
officials and other matters of fact and law as we have deemed
relevant or necessary as a basis of our opinion set forth herein.
In giving this opinion, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authen-
ticity of all documents submitted to us, and the conformity to
original documents of all documents submitted to us as copies.
Based upon the foregoing and assuming the accuracy on the data
hereof and relying upon the representations set forth in Sections
(4)a and 5(a) of the Agreement, it is our opinion that the
issuance, sale and delivery of the Bonds under the circumstances
contemplated by the Agreement dose not require
PAGE>
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
September , 1989
--
Page 2
DRAFT
the registration of the Bonds under the Securities Act of 1933
as amended or the qualification of an indenture with respect to
the Bonds under the Trust Indenture Act of 1939, as amended.
We have reviewed the opinion letter of Thomas & Thomas, counsel
for the Company, and the opinion letter of Hughes Hubbard and
Reed, special counsel for the Company, both dated the date
hereof, and believe that such opinion letters are satisfactory in
form and substance and that you are justified in relying thereon.
This opinion is furnished solely for your benefit and may not be
relied upon by any person other than you.
Very truly yours,
<PAGE>
EXHIBIT E
[HH&R Letterhead]
September 1. 1989
Allstate Life Insurance Company
Allstate Plaza West J 2A
Northbrook, Illinois 60062
Allstate Life Insurance Company
of New York
Allstate Plaza West J 2A
Northbrook, Illinois 60062
Re: Pennsylvania Gas and Water Company -- First
Mortgage Bonds 9.23% Series due 1999 and
First Mortgage Bonds 9.34% Series due 2019
------------------------------------------
Dear Sirs:
We have acted as special counsel to Pennsylvania Gas and Water
Company, a Pennsylvania corporation (the "Company"), in connec-
tion with the Company's issuance and sale to you, pursuant to the
Bond Purchase Agreement dated September 1, 1989 between the Com-
pany and you (the "Bond Purchase Agreement"), of (i) $10,000,000
principal amount of the Company's First Mortgage Bonds 9.23%
Series due 1999 and (ii) $15,000,000 principal amount of the Com-
pany's First Mortgage Bonds 9.34% Series due 2019 (the First
Mortgage Bonds 9.23% Series due 1999 and the First Mortgage Bonds
9.34% Series due 2019 are collectively referred to herein as the
"Bonds"). This opinion is delivered to you pursuant to Section
8(b) of the Bond Purchase Agreement. All capitalized terms used
herein and not otherwise defined herein have the respective
meanings ascribed to them in the Bond Purchase Agreement.
In this connection and as a basis for the opinion set forth
below, we have examined and relied upon originals or copies of
such corporate records, certificates and other documents,
including certificates of public officials and officers of the
Company and the documents referred to in paragraph 4 below, and
made such examination of law, as we have considered necessary or
appropriate for purposes of giving the opinion set forth below.
In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents, the authenticity
of all documents submitted to us as original documents and the
conformity to original or certified documents of all documents
submitted to us as copies. Insofar as this opinion relates to
factual matters, we have made such inquiry of officers and
representatives of the Company with respect to such matters as we
have considered necessary or appropriate and have relied upon
representations by such persons with respect thereto and on the
representations of the Company set forth in the Bond Purchase
Agreement.
Based upon and subject to the foregoing, we are of the opinion
that:
1. Assuming the accuracy on the date hereof of, and relying
upon, the representations of the Company set forth in Section
4(m) of the Bond Purchase Agreement and your representations set
forth in Section 5(a) of the Bond Purchase Agreement, (i) the
sale and delivery of the Bonds to you pursuant to the Bond Pur-
chase Agreement are exempt from registration under the Securities
Act of 1933, as amended, and (ii) it is not necessary in connec-
tion with the sale and delivery of the Bonds to you pursuant to
the Bond Purchase Agreement to qualify the Mortgage Indenture
under the Trust Indenture Act of 1939, as amended.
2. Assuming the accuracy on the date hereof of, and relying
upon, the representations of the Company set forth in Sections
4(h)(a) and 4(h)(b) of the Bond Purchase Agreement, the Company
is exempt from the provisions of the Public Utility Holding Com-
pany Act of 1935, as amended, except the provisions of Section
9(a)(2) thereof.
3. Assuming the due authorization, execution, authentication
and delivery of the Bonds and the due authorization, execution
and delivery of the Mortgage Indenture and if New York substan-
tive law is the law applicable to the determination of whether
the Bonds and the Mortgage Indenture are the legal, valid and
binding obligations of the Company and whether the Bonds are
entitled to the benefits and security afforded by the Mortgage
Indenture, then, under New York law, (i) the Bonds are the legal,
valid and binding obligations of the Company, enforceable in
accordance with their terms, subject as to enforceability to
bankruptcy, insolvency, moratorium and other similar laws
affecting the rights of creditors generally, and to general
principles of equity and the availability of equitable remedies
being within the discretion of the courts, (ii) the Bonds are
entitled to the benefits and security afforded by the Mortgage
Indenture and are secured equally and ratably (except as to any
sinking, amortization or other similar fund established for the
bonds of any particular series) with all other bonds outstanding
under the Mortgage Indenture on the date hereof and (iii) the
Mortgage Indenture is a legal, valid and binding obligation of
the Company, enforceable in accordance with its terms, subject as
to enforceability to bankruptcy, insolvency, moratorium and other
similar laws affecting the rights of creditors generally, and to
general principles of equity and the availability of equitable
remedies being within the discretion of the courts.
4. The execution and delivery by the Company of the Bond Pur-
chase Agreement and the certificates delivered to you at the
Closing representing the Bonds and compliance by the Company with
the terms and provisions of the Bond Purchase Agreement, did not
and do not conflict with, or result in a breach of or constitute
a default under, or, except for the liens created by the Mortgage
Indenture and by the Mortgage by and between the Administrator of
the Small Business Administration and the Company dated
January 17, 1974, respectively, result in the creation or imposi-
tion of any lien, charge or encumbrance upon, or security
interest in, any of the properties or assets of the Company
pursuant to the terms of the Mortgage Indenture, the Letter of
Credit Agreement dated as of October 1, 1987 between the Company
and Swiss Bank Corporation, New York Branch (the "1987 Series A
Letter of Credit Agreement"), the Letter of Credit Agreement
dated as of December 1, 1987 between the Company and Swiss Bank
Corporation, New York Branch (the "1987 Series B Letter of Credit
Agreement"), the Preferred Stock Purchase Agreement dated as of
December 6, 1988 between the Company and Westinghouse Credit
Corporation (the "Preferred Stock Purchase Agreement") and the
Letter of Credit Agreement dated as of January 1, 1989 between
the Company and National Australia Bank Limited, New York Branch
(the "1989 Series A Letter of Credit Agreement").
5. There are no limitations with respect specifically to the
payment of interest or premium on, or the principal of, the Bonds
contained in the 1987 Series A Letter of Credit Agreement, the
1987 Series B Letter of Credit Agreement, the Preferred Stock
Purchase Agreement or the 1989 Series A Letter of Credit Agree-
ment.
6. Except for the fees related to the Company's application
to the CUSIP Service Bureau of Standard and Poor's Corporation
for private placement numbers to be assigned to the Bonds, all
governmental fees and other charges required to be paid prior to
or on the date hereof by the Company to the Commission or under
the laws of the State of New York in connection with the execu-
tion and delivery of the Bond Purchase Agreement and the issuance
sale and delivery of the certificates pursuant thereto have been
paid.
Very truly yours,
<PAGE>
EXHIBIT F
[HH&R Letterhead]
September 1, 1989
Allstate Life Insurance Company
Allstate Plaza West J 2A
Northbrook, Illinois 60062
Allstate Life Insurance Company
of New York
Allstate Plaza West J 2A
Northbrook, Illinois 60062
Re: Pennsylvania Gas and Water Company
First Mortgage Bonds 9.23% Series due 1999 and
First Mortgage Bonds 9.34% Series due 2019
----------------------------------------------
Dear Sirs:
In connection with the Bond Purchase Agreement dated
September 1, 1989 between Pennsylvania Gas and Water Company, a
Pennsylvania corporation (the "Company"), and you (the "Bond Pur-
chase Agreement"), we set forth below certain information
relating to the registration requirements of the securities or
Blue Sky laws of certain states of the United States with respect
to the issuance and sale to you of the Company's First Mortgage
Bonds 9.23% Series due 1999 and First Mortgage Bonds 9.34% Series
due 2019 (the "Bonds").
We have prepared this letter for your information on the basis
of an examination of the securities or Blue Sky laws of the
States of Pennsylvania, New York and Illinois, and the published
rules and regulations, if any, of the authorities administering
such laws, as reported in a standard compilation. Special
rulings of the securities commissions or other administrative
bodies or officials charged with the administration of the
respective securities or Blue Sky laws have not been obtained.
As members of the Bar of the State of New York, we do not purport
to be experts in the law of any other jurisdiction. We have not
consulted with or obtained opinions from local counsel in any
jurisdiction, except that, with respect to the securities, or
Blue Sky laws of the Commonwealth of Pennsylvania, we have relied
upon the opinion of Thomas & Thomas dated the date hereof and
addressed to us, a copy of which is attached hereto as Annex A.
Statements made herein are subject to the existence of broad
discretionary powers of the administrative bodies or officials
having jurisdiction, authorizing them, among other things, to
withdraw the exceptions accorded by statute or regulation, to
impose additional requirements, to issue stop orders, to require
additional information and to revoke or suspend permits where
such have been granted.
Accordingly, the information furnished herein must be regarded
as a practical guide for your general information, rather than an
opinion from us with regard to the laws of the jurisdictions
concerned.
Based upon and subject to the foregoing, assuming the accuracy
of, and in reliance upon, the representations of the Company set
forth in paragraph 4(m) of the Bond Purchase Agreement and the
representations of each of you set forth in paragraph 5(a) of the
Bond Purchase Agreement, and relying upon information provided to
us by the Company with respect to certain factual matters, the
sale and delivery of the Bonds pursuant to the Bond Purchase
Agreement are exempt as of the date hereof from the registration
requirements of the securities or Blue Sky laws of the States of
Pennsylvania, New York and Illinois.
Very truly yours,
<PAGE>
ANNEX A
Thomas & Thomas
Attorneys and Counsellors at Law
212 Locust Street
P. 0. Box 999
Harrisburg, PA. 17106
(717) 288-7800 FAX: (717) 255-4600
September 1, 1989
Hughes Hubbard & Reed
One Wall Street
New York, NY 10005
Re: Pennsylvania Gas and Water Company
Issuance of First Mortgage Bonds
----------------------------------
Dear Sirs:
We are rendering this opinion to you for your use in rendering
a blue sky memorandum in connection with the issuance and sale by
Pennsylvania Gas and Water Company of $10,000,000 principal
amount of First Mortgage Bonds 9.23% Series due 1999 and
$15,000,000 principal amount of First Mortgage Bonds 9.34% Series
due 2019 ("The Bonds"). You are authorized to rely on this
letter in rendering your memorandum.
In our opinion the Bonds constitutes an exempt security within
the meaning of the Pennsylvania Securities Act of 1972, 70 P.S.
1-202 (the "Act") and as such are exempt from the registration
requirements of the Act. Subsection (b) of Section 202 of the
Act exempts a security the issuance of which is registered under
the Public Utility Law (now Public Utility Code). The Bonds were
registered with the Public Utility Commission pursuant to the
Public Utility Code on August 3, 1989 at Securities Certificate
No. S-890952 and on August 31, 1989 at Securities Certificate No.
S-890963.
Very truly yours,
THOMAS & THOMAS
<PAGE>
(THIS PACE INTENTIONALLY LEFT BLANK)
<PAGE>
EXHIBIT G
Thomas & Thomas
Attorneys and Counsellors at Law
212 Locust Street
P. 0. Box 999
Harrisburg, PA. 17106
(717) 288-7800 FAX: (717) 255-7600
September 1, 1989
Allstate Life Insurance Company
Allstate Plaza West; J-2A
Northbrook, Illinois 60062
Allstate Life Insurance Company
of New York
Allstate Plaza West; J-2A
Northbrook, Illinois 60062
Re: Pennsylvania Gas and Water Company -- First
Mortgage Bonds 9.23% Series due 1999 and
First Mortgage Bonds 9.34% Series due 2019
-------------------------------------------
Dear Sirs:
We have acted as counsel to Pennsylvania Gas and Water Com-
pany, a Pennsylvania corporation (the "Company"), in connection
with the Company's issuance and sale to you, pursuant to the Bond
Purchase Agreement dated as of September 1, 1989 between the
Company and you (the "Bond Purchase Agreement"), of (i)
$10,000,000 principal amount of the Company's First Mortgage
Bonds 9.23% Series due 1999 and (ii) $15,000,000 principal amount
of the Company's First Mortgage Bonds 9.34% Series due 2019 (the
First Mortgage Bonds 9.23% Series due 1999 and the First Mortgage
Bonds 9.34% Series due 2019 are collectively referred to herein
as the "Bonds"). This opinion is delivered to you pursuant to
Section 8(c) of the Bond Purchase Agreement. All capitalized
terms used herein and not otherwise defined herein have the
respective meanings ascribed to them in the Bond Purchase Agree-
ment.
We have examined and are familiar with the proceedings rela-
tive to the organization and present corporate status of the Com-
pany and the Company's properties and franchises, and as a basis
for the opinion set forth below, we have examined and relied upon
originals or copies of such corporate records, certificates and
other documents including certificates of public officials and
officers of the Company, and made such examination
<PAGE>
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
September 1, 1989
Page 2
of law, as we have deemed necessary or appropriate for purposes
of giving the opinion set forth below. In all such examinations,
we have assumed the genuineness of all signatures on original and
certified documents, the authenticity of all documents submitted
to us as originals and the conformity to original or certified
documents of all documents submitted to us as copies. Insofar as
this opinion relates to factual matters, we have made such
inquiry of officers and representatives of the Company with
respect to such matters as we have considered necessary or
appropriate and have relied upon representations by such persons
with respect thereto and on the representations of the Company
set forth in the Bond Purchase Agreement.
We have acted as counsel for the Company in connection with
the proceedings before the Pennsylvania Public Utility Commission
("PPUC") which resulted in the granting by it of an Order dated
August 3, 1989 and an Order dated August 31, 1989 registering the
Applications relating to the Bonds.
Based on the foregoing, we are of the following opinion:
1. The Bond Purchase Agreement has been duly authorized,
executed and delivered by the Company, and is a legal, valid and
binding obligation of the Company, enforceable against the Com-
pany in accordance with its terms, subject as to enforceability
to bankruptcy, insolvency, moratorium and other similar laws
affecting the rights of creditors generally and to general
principles of equity and the availability of equitable remedies
being within the discretion of the courts.
2. The execution, delivery and consummation of the transac-
tions contemplated in the Bond Purchase Agreement and the ful-
fillment of the terms thereof by the Company will not result in a
breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in any violation of, any
provision of the Company's Restated Articles of Incorporation, as
amended, or By-Laws, or any mortgage, and to our knowledge, after
due inquiry, will not result in the violation of any agreement,
instrument, order, contract, judgment, decree, statute, law, rule
or regulation to which the Company is now a party or is subject,
or by which it is bound by succession or otherwise, or result in
the creation or imposition of any lien, charge, security interest
or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company other than that resulting
from the Mortgage Indenture itself, except that we express no
opinion in respect to the Mortgage Indenture, the Note Purchase
Agreements dated July 11, 1972 between the Company and the pur-
chasers of the Company's 8% Notes due June 1, 1997, the
<PAGE>
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
September 1, 1989
Page 3
Reimbursement Agreement dated as of March 1, 1982 between the
Company and Manufacturers Hanover Trust Company, the Letter of
Credit Agreement dated as of October 1, 1987 between the Company
and Swiss Bank Corporation, New York Branch, the Letter of Credit
Agreement dated as of December 1, 1987 between the Company and
Swiss Bank Corporation, New York Branch, the Preferred Stock Pur-
chase Agreement dated as of December 6, 1988 between the Company
and Westinghouse Credit Corporation and the Letter of Credit
Agreement dated as of January 1, 1989 between the Company and
National Australia Bank Limited, New York Branch.
3. The Mortgage Indenture has been duly authorized, executed
and delivered by the Company, and is a legal, valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, subject as to enforceability to bank-
ruptcy, insolvency, moratorium, and other similar laws affecting
the rights of creditors generally and to general principles of
equity and the availability of equitable remedies being within
the discretion of the courts.
4. The Bonds have been duly authorized by the Company and are
in due and proper form and have been duly issued in accordance
with the terms of the Indenture, and have been duly executed and
delivered by the authorized officers of the Company and duly
authenticated by the Trustee, and are the legal, valid and
binding obligations of the Company, enforceable in accordance
with their terms, subject as to enforceability to bankruptcy,
insolvency, moratorium, and other similar laws affecting the
rights or creditors generally and to general principles of equity
and the availability of equitable remedies being within the dis-
cretion of the courts, and the Bonds are entitled to the benefits
and security afforded by the Mortgage Indenture, and are secured
equally and ratably (except as to any sinking, amortization or
other similar fund established for the bonds of any particular
series) with all other bonds outstanding under the Mortgage
Indenture on the date hereof.
5. The Applications relating to the Bonds have been regis-
tered by the Pennsylvania Public Utility Commission (the "PPUC")
as evidenced by the Orders of the PPUC, and no further approval,
authorization, consent or other order of any governmental or
public regulatory body of the Commonwealth of Pennsylvania is
required on the part of the Company for the issuance and sale of
the Bonds to you or the execution and delivery of the Twenty-
Second Supplemental Indenture and the Twenty-Third Supplemental
Indenture.
<PAGE>
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
September 1, 1989
Page 4
6. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth
of Pennsylvania and is duly authorized to transact its business
in said Commonwealth. The Company is not qualified as a foreign
corporation in any jurisdiction, there being no jurisdiction
where the ownership or character of its properties or the nature
of its business or activities makes such qualification necessary.
The Company has the requisite corporate power and authority to
own and operate its properties, to carry on its business as now
conducted and as presently proposed to be conducted, to enter
into the Bond Purchase Agreement, the Twenty Second Supplemental
Indenture and the Twenty-Third Supplemental Indenture, to issue
and sell the Bonds to you and to carry out the respective terms
of the Bond Purchase Agreement, the Mortgage Indenture and the
Bonds.
7. The Company has good, valid and marketable title to the
properties specifically or generally described in the Mortgage
Indenture as subject to the lien thereof (except such property as
may have been disposed of or released from the lien thereof in
accordance with the terms thereof or parcels recently sold for
which a release has not yet been obtained but which are not
material as listed on Exhibit A), subject only to (a) permitted
encumbrances as defined in the Mortgage Indenture, (b) other
liens permitted under the Mortgage Indenture and (c) minor de-
fects and encumbrances customarily found in the case of
properties of like size and character and defects in rights of-
way and easements existing at the time of acquisition thereof by
the Company none of which impair the use of such properties by
the Company (the items described in the foregoing clauses (a),
(b) and (c) being collectively called "Permitted Title Excep-
tions") and, based upon information furnished to us by officers
of the Company as to property owned by it, the Mortgage Indenture
contains a correct, specific and legally sufficient description
of all real property owned by the Company and intended to be
subject to the lien of the Mortgage Indenture.
8. The Mortgage Indenture has been recorded or filed for
record in such manner and in such places as are required to
establish, perfect and protect the lien of the Mortgage Indenture
in favor of the Trustee for the benefit of the holders of bonds
outstanding under the Mortgage Indenture, including, without
limitation the Bonds, on all property of the Company not specifi-
cally excepted from the lien thereof and under present laws it
will not be necessary to re record and/or refile the Mortgage
Indenture anywhere where it has been recorded or filed for
record. The Mortgage Indenture constitutes a legal, valid and
forceable first mortgage lien of record in favor of the
<PAGE>
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
September 1, 1989
Page 5
Trustee for the benefit of the holders of bonds outstanding under
the Mortgage Indenture, including, without limitation, the Bonds,
on the properties specifically or generally described therein as
subject to the lien thereof, except such property as may have
been disposed of or released from the lien thereof in accordance
with the terms thereof, or parcels recently sold for which a
release has not yet been obtained but which are not material as
listed on Exhibit A, subject only to Permitted Title Exceptions.
The Mortgage Indenture effectively subjects to the lien thereof
all property (except property of the kinds specifically excepted
or released from the lien of the Mortgage Indenture) acquired by
the Company after March 14, 1946, subject only to Permitted Title
Exceptions and also subject to the provisions of Article 12 of
the Mortgage Indenture. The lien of the Mortgage Indenture,
however, as to real property acquired by the Company after
March 14, 1946 will be an equitable lien rather than a legal lien
in the absence of proper recordation of supplemental indentures
specifically conveying such property.
9. The Mortgage Indenture creates a legal, valid and enforce-
able first lien and/or perfected first security interest, in
favor of the Trustee for the benefit of the holders of bonds
outstanding under the Mortgage Indenture, including, without
limitation, the Bonds, subject to Permitted Title Exceptions in
all personal property specifically or generally described or
referred to in the Mortgage Indenture as subject to the lien
thereof, and has been recorded or filed in each place in the
Commonwealth of Pennsylvania in which such recording or filing is
required to create the first mortgage lien or to perfect and
preserve the first security interest intended by the Mortgage
Indenture.
10. No vote, approval, consent or other authorization of
stockholders of the Company is required in connection with the
execution, authentication, issuance or delivery of the Bonds.
11. The Company holds certificates of public convenience or
"grandfather rights" under the Pennsylvania Public Utility Code
and predecessor statutes, which we believe are adequate to
authorize the Company to carry on its business, in substantially
all the territory in which it presently renders gas and water
service. Under applicable Pennsylvania statutes, the Company
also has the right of eminent domain and the right to maintain
its facilities in the streets and highways in its territories.
12. Except as expressly set forth in the SEC Reports or in
Exhibit C to the Bond Purchase Agreement, to our knowledge, after
due inquiry, (i) there are no actions, suits or proceedings
<PAGE>
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
September 1, 1989
Page 6
pending or threatened against the Company or its properties in
any court, or before or by any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which could reasonably be
expected to have a material adverse effect on the business,
results of operations or properties of the Company, or impair the
ability of the Company to carry on its business substantially as
now conducted or to hold and operate its properties and (ii) the
Company is not in default in any material respect with regard to
any order, judgment, writ, injunction, decree or demand of any
court or Federal, state, municipal or other governmental depart-
ment, commission, board, bureau, agency or instrumentality,
domestic or foreign.
13. Except as expressly set forth in the SEC Reports or in
Exhibit C to the Bond Purchase Agreement, to our knowledge, after
due inquiry, the Company is not a party to, or bound by, any
contract, agreement or instrument, nor subject to any corporate
restriction or any judgment, order, writ, injunction, decree,
rule or regulation, which materially adversely affects the busi-
ness, results of operations or properties of the Company. Except
as expressly set forth in the SEC Reports or in Exhibit C to the
Bond Purchase Agreement, to our knowledge, after due inquiry, (a)
the Company is not in default in any material respect with regard
to any order, judgment, writ, injunction, decree or demand of any
court or Federal, State, municipal or other governmental depart-
ment, commission, board, bureau, agency or instrumentality,
domestic or foreign, and (b) the Company is not in default under
any of its contracts or agreements or any instrument by which it
is bound, which default does, or would after notice or lapse of
time or both, materially and adversely affect the business,
operations or financial condition of the Company.
14. All of the existing subsidiaries of the Company are duly
organized and existing and in good standing under the laws of the
Commonwealth of Pennsylvania and have corporate power to carry on
their respective businesses as they are now being conducted,
except that the Articles of Incorporation of Hillcrest Water Co.,
a subsidiary of the Company, have expired and re-incorporation or
transfer of assets to the Company or a subsidiary thereof by an
appropriate procedure will be required.
15. All Pennsylvania taxes and filing fees payable in connec-
tion with the execution, delivery or recordation of the Mortgage
Indenture, or the execution, authentication, issuance and
delivery of the Bonds, or the mortgaging of the property under
the Mortgage Indenture, have been paid, except that a
<PAGE>
Allstate Life Insurance Company
Allstate Life Insurance Company
of New York
September 1, 1989
Page 7
Commonwealth of Pennsylvania tax of fifty cents must be paid in
each county in which the Twenty-Second Supplemental Indenture and
the Twenty-Third Supplemental Indenture are recorded, at the time
of recording.
The opinions expressed above in paragraphs 7 and 8 are based upon
the opinions of other counsel who have made the searches,
recordings and filings necessary as a basis therefore; and in our
opinion, such other counsel are, or in the case of prior opinions
were, competent and qualified and may be relied upon.
We hereby consent to Hughes Hubbard & Reed and Sonnenschein
Carlin Nath & Rosenthal relying on this Opinion as to matters of
Pennsylvania law in giving their opinions to you on the date
hereof with respect to the matters covered by the Opinion.
Very truly yours,
Thomas & Thomas
<PAGE>
1989 CONVEYANCES FROM PENNSYLVANIA GAS AND WATER COMPANY
WHICH HAVE NOT BEEN RELEASED FROM THE MORTGAGE INDENTURE
--------------------------------------------------------
DATE CONSIDERA- MORTGAGE
PROPERTY GRANTEE CONVEYED TION INDENTURE
------------ ----------- -------- ---------- ---------
1. 4307 sq. ft. Commonwealth March 2, $ 925.00 Eleventh
of land, Rte. of Pennsyl- 1989 Supplemen-
487, Town of vania De- tal, page
Bloomsburg partment of 4, part of
Columbia Transporta- Item 1 in
County tion Article II
2. 9450 sq. ft. Commonwealth May 3, $ 1,000.00 Original
of land, of Pennsyl- 1989 Indenture,
intersection vania De- page 78
of S.R. 0029 partment of part of
and S.R. Transporta- Item 71
4001, Letman tion
Township,
Luzern
County
3. 12,909.84 sq. Michael June 15, $ 2,600.00 Original
ft. of land Kaminski, 1989 Indenture,
Rear 88 Deer et ux page 92,
Park Drive Item 160,
Fairview part of the
Township, 21st tract
Luzerne (John Fos-
County ter War-
rant)
listed on
page 94
4. 6.60 acs. of George Evans, June 15, $25,000.00 Original
land, Rte. et ux 1989 Indenture,
437 Fairview page 92,
Township Item 160,
Luzerne 2.4 acs.
County from the
21st tract
(John Fos-
ter War-
rant)
listed on
page 94 and
4.2 acs.
from the
12th tract
(Issac
Slocom
Warrant)
listed on
page 93
5. 8055 sq. ft. Frank August 31, $5,000.00 Original
of land, Orleski, Indenture,
intersection et ux page 71,
of Rtes. 309 Item 19,
and 437 part of the
Fairview second
Township tract (24
Luzerne acs. 32
County ps.)
<PAGE>
EXHIBIT H
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
TRUSTEE'S CERTIFICATE
-----------------------------------------
Morgan Guaranty Trust Company of New York, the trustee under
an Indenture of Mortgage and Deed of Trust dated as of March 15,
1946 (the "Mortgage Indenture") between Scranton Spring Brook
Water Service Company, now Pennsylvania Gas and Water Company, a
Pennsylvania corporation (the "Company"), and Guaranty Trust
Company of New York, now Morgan Guaranty Trust Company of New
York (the "Trustee"), hereby certifies:
1. That the Mortgage Indenture has been supplemented hereto-
fore by twenty-one supplemental indentures and currently by a
Twenty Second Supplemental Indenture and a Twenty-Third Supple-
mental Indenture, each dated as of August 15, 1989. Each of the
Twenty Second Supplemental Indenture and the Twenty Third Supple-
mental Indenture were executed and delivered on behalf of the
Trustee by M. Culhane, a Vice President thereof, and
Catherine F. Donohue, an Assistant Secretary thereof.
2. That $10,000,000 aggregate principal amount of the Com-
pany's First Mortgage Bonds 9.23% Series due 1999 and $15,000,000
aggregate principal amount of the Company's First Mortgage Bonds
9.34% Series due 2019 have been duly authenticated by the Trustee
and delivered to the Company.
3. That each person who executed the Twenty Second Supplemen-
tal Indenture and the Twenty-Third Supplemental Indenture or au-
thenticated the aforementioned Bonds was duly elected, appointed
or authorized, qualified and acting as an officer of the Trustee
and empowered to perform such acts at the respective times of
such execution or authentication and the signatures of such per-
sons appearing on such documents are their genuine signatures.
IN WITNESS WHEREOF, Morgan Guaranty Trust Company of New York
has caused this certificate to be executed by an officer there-
unto duly authorized this 1st day of September, 1989.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
--------------------------
Name:
Title:
<PAGE>
EXHIBIT I
COMPLIANCE -DATES
PURSUANT TO
PENNSYLVANIA PUBLIC UTILITY COMMISSION SHOW CAUSE ORDER
AND DECEMBER 20, 1988
DEPARTMENT OF ENVIRONMENTAL RESOURCES CONSENT ORDER
The Pennsylvania Public Utility Commission ("PUC") by Order
entered July 11, 1988, at C-861049, approved a Settlement entered
into by Pennsylvania Gas and Water Company ("PG&W" or "Company")
which established certain commitments on the part of the Company.
Similarly, by Consent Order and Agreement dated December 20,
1988, between the Company and the Department of Environmental
Resources ("DER" or "Department") which was approved by the
Environmental Hearing Board ("EHB") under date of December 30,
1988, at EHB Docket No. 86-356-W, PG&W committed to undertake
certain actions. The Settlement Agreement and Order and Consent
Order and Agreement speak for themselves and are not in any way
to be limited or constrained by the following summary.
DER Consent Order and Agreement
- -------------------------------
The schedules and requirements contained in the DER Consent
Order and Agreement are as follows:
1. "PG&W shall ... complete and commence operation of the
Scranton Area Treatment Plant in accordance with Public Drinking
Water Supply Permit No. 3587504, no later than December 31,
1989."
2. "PG&W shall ... provide long term treatment for all suf-
face water sources serving its Scranton Rate Division and its
Springbrook Rate Division by means of permanent Water Treatment
Plant(s) capable of providing for the reduction of unsatisfactory
turbidity levels and the effective and reliable removal and/or
inactivation of Giardia lamblia cysts and Giardia type organisms
-------
in the water entering PG&W's transmission mains from such surface
water sources or shall remove any unfiltered surface water
sources from its system in supplying potable water to the public
except in cases of emergency with the approval of the Department.
All such actions shall be completed for its Scranton Rate Divi-
sion by December 31, 1989 and its Spring Brook Rate Division by
December 31, 1992."
3. "PG&W shall submit to the Department complete public water
supply permit applications meeting the requirements of 25 Pa.
Code Section 109.503 for the Scranton Rate Division as listed
below:
(1) Lake Scranton/Mill Street Station December 7, 1988
(2) Chinchilla Water Treatment Plant-
Renovation of Facilities December 31, 1988
(3) Fallbrook Water Treatment Plant
and Assessory Facilities December 22, 1988
(4) No. 7/No. 1 Main March, 1989"
[All PG&W Water Supply Permit Applications set forth above have
been filed.]
4. "PG&W shall, within nine months [of December 20, 1988] ...
submit to the Department for its review and approval a staggered
schedule for the submission of public water supply permit appli-
cations for each required long-term treatment plant facility in
the Springbrook Rate Division."
5. "Upon approval of the schedule [set forth in 4. above] by
the Department, PG&W shall submit complete permit application(s)
meeting the requirements of 25 Pa. Code Section 109.503 according
to the dates in the approved schedule."
6. "Within thirty (30) days from the date of notification
from the Department, PG&W shall submit all additional informa-
tion required to process each permit application as the Depart-
ment shall reasonably request."
7. "PG&W shall continue operation of interim treatment facil-
ities serving Mill Creek, Fallbrook, Ceasetown, Brownell and
Gardner Creek Reservoirs, in accordance with the permits issued
by the Department, until the implementation of long-term treat-
ment projects [provided in 2 above]..." [PG&W continues to
operate these interim treatment facilities.]
8. "PG&W shall immediately make available an alternate source
of potable water to any customer located in the Keystone Indus-
trial Park served by the Dunmore No. 1 Reservoir who request such
service until such time as the boil water advisory ... [in effect
on December 20, 1988] is lifted." [Alternate sources of potable
water have been made available.]
9. "PG&W will provide to the Department such related auxili-
ary planning documents [with respect to two reports addressing
its water supply and distribution system] upon their final
acceptance by PG&W, on a quarterly basis." [PG&W has filed two
such reports.]
10. "PG&W ... [shall] pay an aggregate civil penalty of ...
$341,850." [The payment has been made.]
11. "PG&W shall promptly certify under penalty of law pursu-
ant to 18 Pa. Cons. Stat. 4904 to the Department any delay
incurred due to an alleged force majeure event by a letter within
twenty (20) business days from the day that PG&W first becomes
aware of its occurrence." [PG&W haa notified the Department of
such force majeure events with regard to the Scranton Area,
----- -------
Brownell, Fallbrook and Chinchilla Water Treatment Plants.]
12. "PG&W shall submit to the Department copies of all
records, papers, or correspondence in its possession or available
to it, substantiating the cause of delay and all steps taken by
PG&W to mitigate, to limit, or to remedy the delay." [PG&W has
provided this information to the Department and has met with the
Department as to the Scranton Area, Brownell, Fallbrook and
Chinchilla Water Treatment Plants.]
13. "PG&W shall formally request from the Department an ex-
tension in writing at any time prior to the compliance date ..."
All the foregoing are subject to and impacted by the other
provisions of the Consent Order and Agreement including, but not
limited to, extensions of deadlines for force majeure events.
----- -------
[Items 11, 12 and 13 are for informational purposes only and are
not compliance dates.]
PUC Show Cause Order Settlement
- -------------------------------
By Order entered July 11, 1988, the PUC adopted the Recom-
mended Decision of Administrative Law Judge Kashi dated June 7,
1988, at C-861049, which provided that in consideration of the
settlement, PG&W agreed:
1. "PG&W will establish a Metering Assistance Fund ... [and]
will place up to $125,000 with [the Fund] ... during the period
1989-1992, with $25,000 being immediately placed into the Fund
upon approval of [the settlement]. PG&W will place additional
annual increment amounts of $25,000 in the fund no later than
June 30 of each calendar year during the period 1989-1992."
[PG&W has made all such contributions required to date.]
2. "PG&W through the ratemaking process will forego the com-
mon equity return on $900,000 of the capital utilized in
financing the construction of the new facilities ... Such ...
forbearance ... to be reflected in the rate of return allowance
in the ... rate increase filing, docketed at R-870853." [PG&W
has foregone such return. ]
3. "The $900,000 will be amortized for ratemaking purposes
over a ten year period ending July 31, 1998." [PG&W has begun to
amortize the $900,000 for ratemaking purposes.]
4. "PG&W will continue with planning and constructing the
necessary facilities with the objective of providing for the
total filtration of its service area by the end of 1992, as
described in direct testimony of Gerald S. Allen." [PG&W has
continued with planning and constructing with said objective.]
5. "PG&W will complete the construction of storage tanks,
which will operate as chlorine contact tanks, for the Brownell,
Mill Creek and Gardner Creek Reservoirs, as described in direct
testimony of Walter K. Morris." [Said storage tank construction
has been completed.]
6. "PG&W will complete the survey of its total distribution
system in conjunction with its leak detection program and telem-
etry, instrumentation and engineering improvements, as described
in direct testimony of Gerald S. Allen." [The survey has been
completed with a program established for ongoing surveys.]
7. "PG&W will continue to provide for the augmentation of pH
adjustment and corrosion control program so that by the end of
1987 98% of all customers will receive pH-adjusted water and 95%
will receive water treatment with bi-metallic phosphate, as
described in direct testimony of Dr. Joseph Calabro." [PG&W has
so augmented its program and as of July 31, 1989 approximately
98% of the customers receive pH-adjusted water and 99% receive
water treated with bi-metallic phosphate.]
8. "PG&W will remove all lead-lined service lines from its
distribution system by the end of 1991, as described in direct
testimony of Gerald S. Allen." [The program is continuing as
scheduled.]
9. "PG&W will provide for the installation of an average of
14 miles of pipe per year to replace mains and eliminate dead
ends for the period 1988-1992, as described in Gerald S. Allen
direct testimony and PG&W Water Distribution Assessment and
Improvement Program Plan." [The program is continuing as sched-
uled and for the months ended July 31, 1989 in excess of 20 miles
of such pipe was installed.]
10. "PG&W agrees that it will on an annual basis commencing
September 1, 1988 and terminating September 1, 1992, submit a
report detailing its progress with respect to the steps
enunciated [in 4, 5, 6, 7, 8 and 9] ... above." [PG&W filed such
a report on September 1, 1988 and is currently preparing the
report for 1989.]
<PAGE>
EXHIBIT 4-18
=================================================================
TWENTY-SIXTH SUPPLEMENTAL INDENTURE
Dated as of December 1, 1992
(Supplemental to Indenture Dated as of March 15, 1946)
----------------
PENNSYLVANIA GAS AND WATER COMPANY
(formerly Scranton-Spring Brook Water Service Company)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
Trustee
----------------
First Mortgage Bonds 8.375% Series due 2002
=================================================================
<PAGE>
TWENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of the first day
of December 1992, made by and between PENNSYLVANIA GAS AND WATER
COMPANY (formerly Scranton-Spring Brook Water Service Company), a
corporation organized and existing under the laws of the Common-
wealth of Pennsylvania (hereinafter sometimes called the "Com-
pany"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a
corporation organized and existing under the laws of the State of
New York and having its principal place of business at No. 60
Wall Street, in The City of New York, New York as Trustee (here-
inafter sometimes called the "Trustee").
WHEREAS, the Company executed and delivered its Indenture
(hereinafter called the "Original Indenture") dated as of
March 15, 1946, to Guaranty Trust Company of New York, now Morgan
Guaranty Trust Company of New York, to secure its First Mortgage
Bonds and has executed and delivered twenty-five indentures
supplemental thereto dated respectively as of February 15, 1951;
as of September 15, 1951; as of January 15, 1952; as of March 15,
1952; as of June 15, 1952; as of December 1, 1954; as of
April 15, 1956; as of November 15,1956; as of March 15, 1957; as
of September 1, 1958; as of April 15, 1959; as of July 15, 1960;
as of October 31, 1961; as of December 15, 1961; as of
December 15, 1963; as of June 15, 1966; as of October 15, 1967;
as of May 1, 1970; as of June 1, 1972; as of March 1, 1976; as of
December 1, 1976; as of August 15, 1989; as of August 15, 1989;
as of September 1, 1991; and as of September 1, 1992 (the
Original Indenture as heretofore supplemented and to be supple-
mented by this Twenty-Sixth Supplemental Indenture, and as the
same may be further supplemented by additional indentures sup-
plemental thereto, being hereinafter collectively called the
"Indenture"), and
WHEREAS, the Company at November 30, 1992 (i) had retired all
of the original issue of $24,500,000 principal amount of bonds of
a series designated First Mortgage Bonds 2 7/8% Series due 1976
(hereinafter called "bonds of the First Series"), all of the
original issue of $4,000,000 principal amount of bonds of a
series designated First Mortgage Bonds 3 1/2% Series due 1982,
all of the original issue of $1,000,000 principal amount of bonds
of a series designated First Mortgage Bonds 4 7/8% Series due
1987, all of the original issue of $2,000,000 principal amount of
bonds of a series designated First Mortgage Bonds 4 3/4% Series
due 1983, all of the original issue of $3,000,000 principal
amount of bonds of a series designated First Mortgage Bonds
5 1/2% Series due 1985, all of the original issue of $3,000,000
principal amount of bonds of a series designated First Mortgage
Bonds 5% Series due 1986, all of the original issue of $5,000,000
principal amount of bonds of a series designated First Mortgage
Bonds 4 5/8% Series due 1988, all of the original issue of
$4,000,000 principal amount of bonds of a series designated First
Mortgage Bonds 5 7/8% Series due 1991, all of the original issue
of $15,000,000 principal amount of bonds of a series designated
First Mortgage Bonds 9% Series due 1991, and all of the original
issue of $10,000,000 principal amount of bonds of a series desig-
nated First Mortgage Bonds 6 7/8% Series due 1992 and (ii) had
outstanding and secured by the Original Indenture, as so supple-
mented to the date hereof, $6,060,000 (of an original issue of
$12,000,000) principal amount of bonds of a series designated
First Mortgage Bonds 10% Series due 1995, $3,955,000 (of an
original issue of $7,000,000) principal amount of bonds of a
series designated First Mortgage Bonds 8% Series due, 1997,
$5,000,000 (of an original issue of $20,000,000) principal amount
of bonds of a series designated First Mortgage Bonds 9 1/4%
Series due 1996, $10,000,000 (of an original issue of $10,000,000)
principal amount of bonds of a series designated First Mortgage
Bonds 9.23% Series due 1999, $15,000,000 (of an
original issue of $15,000,000) principal amount of bonds of a
series designated First Mortgage Bonds 9.34% Series due 2019,
$50,000,000 (of an original issue of $50,000,000) principal amount
of bonds of a series designated First Mortgage Bonds 9.57%
Series due 1996, and $50,000,000 (of an original issue of
$50,000,000) principal amount of bonds of a series designated
First Mortgage Bonds 7.20% Series due 2017; and
WHEREAS, Article 3 of the Original Indenture provides that
additional bonds of any one or more series may be issued from
time to time in accordance with and subject to the conditions,
provisions and limitations set forth in said Article 3; and
WHEREAS, Section 2.02 of the Original Indenture provides that
before any bonds of any series, other than bonds of the First
Series, shall be authenticated and delivered, the Company shall
execute and deliver to the Trustee a supplemental indenture, in
recordable form, containing the particulars of the new series of
bonds as required by said Section 2.02 and containing appropriate
provisions giving to such bonds the protection and security of
the Original Indenture, and
WHEREAS, Section 14.01 of the Original Indenture provides,
among other things, that the Company, when authorized by a reso-
lution of its Board of Directors, and the Trustee from time to
time may enter into an indenture or indentures supplemental
thereto and which thereafter shall form a part thereof for any
one or more of the following purposes, among others, to provide
for the creation of any series of bonds (other than bonds of the
First Series), designating the series to be created and
specifying the form and provisions of bonds of such series; and
WHEREAS, Section 14.02 of the Original Indenture provides that
the Trustee is authorized to join with the Company in the execu-
tion of any such supplemental indenture; and
WHEREAS, the Company in the course of its business has
acquired certain additional properties, which properties are
intended by the terms of the Granting Clauses, of the Original
Indenture to be subject to the lien thereof; and
WHEREAS, in accordance with the provisions of Section 4.12 and
Section 14.01 of the Original Indenture, the Company desires in
and by this Twenty-Sixth Supplemental Indenture to record the
description of and confirm unto the Trustee such properties,
which properties (except such as are reserved or excepted from
the lien and operation of the Indenture by virtue of the excep-
tions contained in the Granting Clauses thereof) are now subject
to the lien of the Indenture by virtue of the provisions thereof
conveying to the Trustee property acquired after its execution
and delivery; and
WHEREAS, the Company now desires to create a new series of
bonds under the Indenture, to be known and designated as its
First Mortgage Bonds 8.375% Series due 2002 (hereinafter some-
times called "bonds of the Eighteenth Series"); and
WHEREAS, the Company proposes to execute and to request the
Trustee to authenticate and deliver up to $30,000,000 principal
amount of bonds of the Eighteenth Series pursuant to the provi-
sions of Section 3.02 to 3.06, both inclusive of the Original
Indenture; and
WHEREAS, the bonds of the Eighteenth Series and the Trustee's
certificate to be endorsed on such bonds are to be substantially
in the form following (any of the provisions of such bonds may be
set forth on the reverse side thereof):
[FORM OF BOND OF THE EIGHTEENTH SERIES]
PENNSYLVANIA GAS AND WATER COMPANY
(Formerly Scranton-Spring Brook Water Service Company)
First Mortgage Bond 8.375% Series due 2002
No. $
--------------- ---------------
PENNSYLVANIA GAS AND WATER COMPANY (formerly Scranton-Spring
Brook Water Service Company) a corporation organized and existing
under the laws of the Commonwealth of Pennsylvania (hereinafter
sometimes called the "Company"), for value received, promises to
pay to , or registered assigns, on
------------------------
December 1, 2002 (unless this bond shall have been called for
previous redemption and provision made for the payment of the
redemption price thereof), Dollars at the Com-
---------------
pany's office or agency in the Borough of Manhattan, The City of
New York, and, except as otherwise set forth below, semi-annually
on the first day of December and the first day of June in each year
commencing June 1, 1993 to pay interest thereon, at said office or
agency, at the rate of 8.375% per annum from the date
of this bond (except that if this bond be dated after the first
interest payment date for bonds of this series it shall bear
interest, from the interest payment date next preceding the date
of this bond, and except that if this bond be dated between a
record date (as defined in Section 1.01 of the Twenty-Sixth Sup-
plemental Indenture dated as of December 1, 1992 (the "Twenty-
Sixth Supplemental Indenture")) and the interest payment date in
respect thereof, it shall bear interest from such interest pay-
ment date), until the Company's obligation with respect to such
principal sum shall be discharged; provided that, so long as
there is no existing default in the payment of interest, and ex-
cept for the payment of defaulted interest, the interest payable
on any June 1 or December 1 will be paid to the person in whose
name this bond was registered at the close of business on the
fifteenth day of May or the fifteenth day of November next pre-
ceding such interest payment date. The principal of, premium if
any, and the interest on this bond shall be payable in any coin
or currency of the United States of America which at the time of
payment shall be legal tender for the payment of public and
private debts.
This bond is one of an issue of bonds of the Company, known as
its First Mortgage Bonds, issued and to be issued in one or more
series under, and equally and ratably secured (except as any
sinking, amortization, improvement or other fund, established in
accordance with the provisions of the indenture hereinafter men-
tioned, may afford additional security for the bonds of any par-
ticular series) by a certain mortgage and deed of trust, dated as
of March 15, 1946 (hereinafter called the "Original Indenture"),
and by twenty-six indentures supplemental thereto (of which the
Seventeenth Supplemental Indenture. dated as of October 15, 1967,
the Eighteenth Supplemental Indenture, dated as of May 1, 1970,
and the Twentieth Supplemental Indenture, dated as of March 1,
1976, amended certain provisions of the Original Indenture) (said
Original Indenture and all said indentures supplemental thereto
being hereinafter collectively called the "Indenture"), made by
the Company to Guaranty Trust Company of New York and, after the
change of name of Guaranty Trust Company of New York to Morgan
Guaranty Trust Company of New York, to Morgan Guaranty Trust Com-
pany of New York, as Trustee (hereinafter called the "Trustee"),
to which Indenture (and to all additional indentures supplemental
thereto) reference is hereby made for a description of the
property mortgaged, the nature and extent of the security, the
rights and limitations of rights of the Company, the Trustee, and
the holders of said bonds under the Indenture, and the terms and
conditions upon which said bonds are secured, to all of the pro-
visions of which Indenture and of all such additional supplemen-
tal indentures in respect of such security, including the
provisions of the Indenture permitting the issue of bonds of any
series in respect of property which, under the restrictions and
limitations therein specified, may be subject to liens prior to
the lien of the Indenture, the holder, by accepting this bond,
assents. To the extent permitted by and as provided in the
Indenture, the rights and obligations of the Company and of the
holders of said bonds (including those pertaining to any sinking
or other fund) may be changed and modified, with the consent of
the Company, by the holders of at least 75% in aggregate princi-
pal amount of the bonds then outstanding (or, if one or more, but
less than all, series of bonds are affected, by the holders of at
least 75% in aggregate principal amount of outstanding bonds of
such one or more series so affected), such percentage being
determined as provided in the Indenture; provided, however, that
without the consent of the holder hereof no such modification or
alteration shall be made which will extend the time of payment
of the principal of, premium, if any, or the interest on this
bond or reduce the principal amount hereof, or premium, if any,
or the rate of interest hereon or effect any other modification
of the term of payment of such principal or interest or will
permit the creation of any lien ranking prior to or on a parity
with the lien of the Indenture on any of the mortgaged property,
or will deprive any non-assenting holder of this bond of a lien
upon the mortgaged property for the security of this bond, or
will reduce the percentage of bonds required for the aforesaid
action under the Indenture and provided further that, as provided
in Section 4.02 of the Twentieth Supplemental Indenture, when all
bonds of all series issued prior to January 1, 1976, shall cease to
be outstanding, each reference to "75%" in this sentence shall
become "60%." This bond is one of a series of bonds designated
as the First Mortgage Bonds 8.375% Series due 2002 of the Com-
pany.
The bonds of this series are subject to redemption upon not
less than thirty (30) nor more than sixty (60) days' prior
notice, in whole or in part (but if in part on a pro rata basis
with bonds of all other series then outstanding under the Inden-
ture), pursuant to the provisions of Section 8.13 of the Inden-
ture at a redemption price equal to 100% of the principal amount
of the bonds of this series to be redeemed plus interest accrued
to the date fixed for redemption. The bonds of this series are
not otherwise subject to redemption prior to their maturity.
If this bond shall be called for redemption, and payment of
the redemption price shall be duly provided by the Company as
specified in the Indenture, interest shall cease to accrue hereon
from and after the date of redemption fixed in the notice there-
of.
The principal of this bond nay be declared or may become due
prior to the maturity date hereinbefore named, on the conditions,
in the manner and at the times set forth in the Indenture, upon
the happening of a default as therein defined.
This bond is transferable by the registered owner hereof in
person or by his duly authorized attorney at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
upon surrender and cancellation of this bond, and thereupon a new
bond or bonds of the same series and maturity, for a like aggre-
gate principal amount, will be issued to the transferee in
exchange therefor, as provided in the Indenture. The Company and
the Trustee and any registrar and any paying agent may deem and
treat the person in whose name this bond is registered as the
absolute owner hereof for the purpose of receiving payment and
for all other purposes.
This bond, alone or with other bonds of the same series and
maturity, may in like manner be exchanged at such office or
agency for one or more new bonds of the same series and maturity,
in denominations of $1,000 and multiples thereof from time to
time authorized by the Board of Directors of the Company, of the
same aggregate principal amount. Upon each such transfer or
exchange the Company may require the payment of charges as
prescribed in the Indenture.
No recourse under or upon any covenant or obligation of the
Indenture, or of any bonds thereby secured, or for any claim
based thereon, or otherwise in any manner in respect thereof,
shall be had against any incorporator, subscriber to the capi-
tal stock, shareholder, officer or director, as such, whether
former, present or future, of the Company or any successor corpo-
ration, either directly, or indirectly through the Company or the
Trustee, by the enforcement of any subscription to capital stock,
assessment or otherwise, or by any legal or equitable proceeding
by virtue of any constitution, statute, contract of subscription
or otherwise (including, without limiting the generality of the
foregoing, any proceeding to enforce any claimed liability of
stockholders of the Company based upon any theory of disregarding
the corporate entity of the Company or upon any theory that the
Company was acting as the agent or instrumentality of the stock-
holders), any and all such liability of incorporators, stock-
holders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this bond,
and being likewise waived and released by the terms of the Inden-
ture under which this bond is issued.
This bond shall not be valid or become obligatory for any
purpose until the certificate of authentication endorsed hereon
shall have been signed hy Morgan Guaranty Trust Company of New
York, or its successor, as Trustee under the Indenture.
IN WITNESS WHEREOF, PENNSYLVANIA GAS AND WATER COMPANY has
caused this bond to be signed in its name by, or to bear the
facsimile signature of, its President or a Vice President, and
its corporate seal to be affixed hereto and attested by, or to
bear the facsimile signature of its Secretary or an Assistant
Secretary.
Dated:
PENNSYLVANIA OAS AND WATER COMPANY
By:
-----------------------------------
Vice President
Attest:
- -------------------------------
Secretary
<PAGE>
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This bond is one of the bonds of the series designated
therein, described in the within-mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By:
-------------------------------
Authorized Officer
[End of Form of Bond]
WHEREAS, all requirements of law and of the restated articles;
of incorporation, as amended and by-laws of the Company,
including all requisite action on the part of its directors and
officers, relating to the execution of this Twenty-Sixth Supple-
Indenture have been complied with and observed, and all things
necessary to make this Twenty-Sixth Supplemental Indenture a
valid and legally binding instrument in accordance with its terms
for the security of all bonds from time to time issued under the
Indenture have happened, been done and been performed, and the
issue of the bonds of the Eighteenth Series, hereinafter referred
to, has been in all respects duly authorized;
NOW, THEREFORE, THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE
WITNESSETH: That PENNSYLVANIA GAS AND WATER COMPANY, in consider-
ation of the premises and of One Dollar ($1.00) to it duly paid
by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in
order to secure the payment of the principal of, premium, if any,
and interest on all bonds from time to time outstanding under the
Indenture, according to the terms of said bonds and to secure the
performance and observance of all the covenants and conditions
therein and in the Indenture contained, and to declare the terms
and conditions upon and subject to which bonds of the Eighteenth
Series are and are to be issued and secured, hath granted, bar-
gained, sold, warranted, aliened, remised, released, conveyed,
assigned, transferred, mortgaged, created a security interest in,
pledged, set over and confirmed, and by these presents doth grant,
bargain, sell, warrant, alien, remise, release, convey, assign,
transfer, mortgage, create a security interest in, pledge, set
over and confirm unto Morgan Guaranty Trust Company of New York,
as Trustee, and its successor or successors in the trust and its
or their assigns forever, the following described property - that
is to say:
All property, real, personal and mixed, tangible and
intangible, of the Company whether now owned or hereafter
acquired by it (except such property as is expressly excepted
from the lien and the operation of this Indenture).
Without limitation of the foregoing, all real estate and
interests in or relating to real estate, plants, properties and
equipment, and all pumping and transmission systems and
facilities, together with all franchises, grants, easements,
permits, privileges, appurtenances, tenements and other rights
and property thereunto belonging or appertaining, whether now
owned by the Company or hereafter acquired by it and used in its
business of impounding, storing, transporting and selling water,
or in its business of manufacturing, storing, transporting and
selling gas, at wholesale or retail, for domestic, commercial,
industrial and municipal use and consumption.
Also, without limitation of the foregoing, all buildings, im-
provements, standpipes, towers, reservoirs, wells, springs,
flumes, sluices, canals, basins, cribs, mains, conduits,
hydrants, valves, pipes, pipe lines, service pipes, tanks, shops,
structures, purification systems, pumping stations, pumps,
meters, fixtures, machinery and equipment, used or useful for the
impounding, procuring, transmission or distribution of water; all
generators, conveyors, purifiers, holders, power plants, fix-
tures, engines, boilers, pumps, meters, transmission and distri-
bution mains, machinery and equipment used or useful for the
manufacture, transmission or distribution of gas; and all and
every character of apparatus whatsoever used or useful for pro-
curing, manufacturing, transmitting or distributing water or gas,
whether the same or any thereof are now owned by the Company or
hereafter acquired by it.
Also without limitation of the foregoing, all real estate and
interests in real estate acquired by sale or by merger of sub-
sidiary or constituent companies, now owned or as may be subse-
quently acquired by the Company.
The property covered by the lien of the Indenture shall
include particularly, among other property, without prejudice to
the generality of the language hereinbefore or hereinafter con-
tained, the following described property (which generally
includes property additions through October 31, 1992, except
such property as is expressly excepted from the lien and
operation of the Indenture):
I
The following piece or parcel of land situate in the County of
Lackawanna and Commonwealth of Pennsylvania, to wit:
01. Parcel of land situate in the Township of South Abington,
Lackawanna County, from Rendon Corporation, by Deed dated
August 17, 1992 and recorded August 21, 1992 in Lackawanna County
Deed Book 1406 at Page 49. Containing nine and ninth-tenths
(9.9) acres.
II
The following rights-of-way and/or easements situate in the
County of Columbia and Commonwealth of Pennsylvania, to wit:
01. Right-of-way for gas pipeline in the Town of Bloomsburg,
Columbia County, from Bloomsburg Hospital Properties, by Inden-
ture dated June 25,1990 and recorded September 24, 1992 in
Columbia County Record Book 513 at Page 163.
02. Right-of-way for gas pipeline in the Township of South
Centre, Columbia County, from Mangino Holding Corporation, by
Indenture dated October 26, 1992 and recorded October 29, 1992 in
Columbia County Record Book 516 at Page 420.
III
The following rights-of-way and/or easements situate in the
County of Lackawanna and Commonwealth of Pennsylvania, to wit:
01. Right-of-way for gas pipeline in the City of Carbondale,
Lackawanna County, from Gregory Angotti, et ux, by Indenture
dated July 27, 1992, and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 345.
02. Right-of-way for gas pipeline in the Township of South
Abington, Lackawanna County, from Steven L. Gray, by Indenture
dated July 28, 1992 and recorded September 25, 1992 in Lackawanna
County Deed Book 1409 at Page 349.
03. Right-of-way for gas pipeline in the Borough of Taylor,
Lackawanna County, from Scranton-Lackawanna Industrial Building
Company, by Indenture dated July 28, 1992 and recorded
September 1992, in Lackawanna County Deed Book 1409 at Page 391.
04. Right-of-way for gas pipeline in the Borough of Dickson
City, Lackawanna County, from Paul Sporer, by Indenture dated
July 30, 1992 and recorded September 25, 1992 in Lackawanna
County Deed Book 1409 at Page 353.
05. Right-of-way for gas pipeline in the City of Scranton,
Lackawanna County, from Barry Capwell, by Indenture dated
August 7, 1992 and recorded September 25, 1992 in Lackawanna
County Deed Book 1409 Page 357.
06. Right-of-way for gas pipeline in the City of Scranton,
Lackawanna County, from Robert J. Walker, Jr., et al, by Inden-
ture dated August 11, 1992 and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 361.
07. Right-of-way for gas pipeline in the Borough of Dickson
City, Lackawanna County, from Bell Mountain Village, by Indenture
dated August 12, 1992 and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 397.
08. Right-of-way for water pipeline in the Borough of Dickson
City, Lackawanna County, from Bell Mountain Village, by Indenture
dated August 12, 1992 and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 403.
09. Right-of-way for gas pipeline in the Borough of Dalton,
Lackawanna County, from Mary Ann Ketchur, by Indenture dated
August 14, 1992 and recorded September 25, 1992 in Lackawanna
County, Deed Book 1409 at Page 366.
10. Right-of-way for gas pipeline in the Borough of Old
Forge, Lackawanna County, from Betty Domiano, by Indenture dated
August 19, 1992 and recorded September 25, 1992 in Lackawanna
County Dead Book 1409 at Page 370.
11. Right-of-way for gas pipeline in the Township of Fell,
Lackawanna County, from Anthony M. Mikloiche, et ux, by Indenture
dated August 20, 1992 and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 374.
12. Right-of-way for gas pipeline in the Township of Scott,
Lackawanna County, from Scott Township Hose Company No. 1, by
Indenture dated August 29, 1992 and recorded September 25, 1992
in Lackawanna County Deed Book 1409 at Page 378.
13. Right-of-way for gas pipeline in the Borough of Dickson
City, Lackawanna County, from Ann Sposto, widow, by Indenture
dated August 31, 1992 and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 383.
14. Right-of-way for gas pipeline in the Borough of Moosic,
Lackawanna County, from Patricia Daniels, widow, by Indenture
dated September 10, 1992 and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 387.
15. Right-of-way for gas pipeline in the Township of Scott,
Lackawanna County, from Henry P. Koruszko, et ux, by Indenture
dated September 22, 1992 and recorded September 25, 1992 in
Lackawanna County Deed Book 1409 at Page 340.
16. Right-of-way for water pipeline in the City of Scranton,
Lackawanna County, from Rev. Timlin, Trustee for St. Anthony of
Padua Roman Catholic Parish of Scranton, by Indenture dated
September 23, 1992 and recorded October 30, 1992 in Lackawanna
County Deed Book 1413 at Page 144.
17. Right-of-way for gas pipeline in the Borough of Clarks
Green, Lackawanna County, from David T. Richards, et ux, by
Indenture dated September 27, 1992 and recorded October 30, 1992
in Lackawanna County Deed Book 1413 at Page 116.
18. Right-of-way for gas pipeline in the Borough of Dunmore,
Lackawanna County, from William Fontanella, et ux, by Indenture
dated September 29, 1992 and recorded October 30, 1992 in
Lackawanna County Deed Book 1413 Page 120.
19. Right-of-way for gas pipeline in the Township of South
Abington, Lackawanna County, from Mark D. Young, et ux, by
Indenture dated September 28, 1992 and recorded October 30, 1992
in Lackawanna County Deed Book 1413 at Page 124.
20. Right-of-way for gas pipeline in the Township of South
Abington, Lackawanna County, from John Wesley Sebing, Sr., et ux,
by Indenture dated September 28, 1992 recorded October 30, 1992
in Lackawanna County Deed Book 1413 at Page 128.
21. Right-of-way for gas pipeline in the Borough of Archbald,
Lackawanna County, from Thomas D. McAndrews, et ux, by Indenture
dated September 30, 1992 and recorded October 30, 1992 in
Lackawanna County Deed Book 1413 at Page 132.
22. Right-of-way for gas pipeline in ft Borough of Jessup,
Lackawanna County, from Helen Zinsky, by Indenture dated
October 1, l992 and recorded October 30, 1992 in Lackawanna
County Deed Book 1413 at Page 136.
23. Right-of-way for gas pipeline in the Township of Carbon-
dale, Lackawanna County, from Paul Fife, et ux, by Indenture
dated October 1, 1992 and recorded October 30, 1992 in Lackawanna
County Deed Book 1413 at Page 140.
24. Right-of-way for gas pipeline in the Borough of Moosic,
Lackawanna County, from Michael P. Ruane, et ux, by Indenture
dated October 5, 1992, and recorded October 30, 1992 in
Lackawanna County Deed Book 1413 at Page 112.
IV
The following rights-of-way and/or easements situate in the
County of Luzerne and Commonwealth of Pennsylvania, to wit:
01. Right-of-way for gas pipeline in the Borough of West
Wyoming, Luzerne County, from Diamond Manufacturing Company, by
Indenture dated July 8, 1992 and recorded October 28, 1992 in
Luzerne County Deed Book 2436 at Page 629.
02. Right-of-way for water pipeline in the Township of
Plains, Luzerne County, from Consolidated Rail Corporation, by
Indenture dated August 10, 1992 and recorded October 28, 1992 in
Luzerne County Deed Book 2436 at Page 781.
03. Right-of-way for gas pipeline in the Borough of Forty-
Fort, Luzerne County, from Thomas J. Roccograndi, et ux, by
Indenture dated August 11, 1992 and recorded September 24, 1992
in Luzerne County Deed Book 2432 at Page 1131.
04. Right-of-way for gas pipeline in the Borough of West
Wyoming, Luzerne County, from William C. Marcato, by Indenture
dated August 11, 1992 and recorded September 24, 1992 in Luzerne
County Deed Book 2432 at Page 1127.
05. Right-of-way for gas pipeline in the Borough of
Larksville, Luzerne County, from Frank Cartwright, et ux, by
Indenture dated August 11, 1992 and recorded September 24, 1992
in Luzerne County Deed Book 2432 at Page 1123.
06. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from North America Islamic Trust, Inc., by
Indenture dated August 14, 1991 and recorded September 24, 1992
in Luzerne County Deed Book 2432 at Page 1114.
07. Right-of-way for gas pipeline in the City of Nanticoke,
Luzerne County, from Ceila Augustine, by Indenture dated
August 14, 1992 and recorded September 24, 1991 in Luzerne County
Deed Book 2432 at Page 1119.
08. Right-of-way for gas pipeline in the City of Nanticoke,
Luzerne County, from Mary Ann Gebhardt, et al, by Indenture dated
August 14, 1992 and recorded September 24, 1992 in Luzerne County
Deed Book 2432 at Page 1104.
09. Right-of-way for gas pipeline in the Township of Plains,
Luzerne County, from Szeles Real Estate Development Company, by
Indenture dated August 14, 1992 and recorded September 24, 1992
in Luzerne County Deed Book 2432 at Page 1109.
10. Right-of-way for gas pipeline in the Township of Plains
and Township f Jenkins, Luzerne County, from Joseph M. Lombardo,
Trustee, by Indenture dated August 17, 1992 and recorded
September 24, 1992 in Luzerne County Deed Book 2432 at Page 1098.
11. Right-of-way for water pipeline in the Township of Plains
and Township of Jenkins, Luzerne County, from Joseph M. Lombardo,
Trustee, by Indenture dated August 17, 1992 and recorded
September 24, 1992 in Luzerne County Deed Book 2432 at Page 1092.
12. Right-of-way for gas pipeline in the Borough of Wyoming,
Luzerne County, from Wyoming Historical and Geological Society,
by Indenture dated August 18, 1992 and recorded September 24,
1992 in Luzerne County Deed Book 2432 at Page 1082.
13. Right-of-way for gas pipeline in the City of Nanticoke,
Luzerne County, from Greater Nanticoke Area School District, by
Indenture dated August 18, 1992 and recorded September 24, 1992
in Luzerne County Deed Book 2432 at Page 1087.
14. Right-of-way for water pipeline in the Borough of Exeter,
Luzerne County, from Bruno Tafani, et ux, by Indenture dated
August 20, 1992 and recorded September 24, 1992 in Luzerne County
Deed Book 2432 at Page 1077.
15. Right-of-way for gas pipeline in the Borough of Harveys
Lake, Luzerne County, from Joseph A. Lyons, et ux, by Indenture
dated August 22, 1992 and recorded September 24, 1992 in Luzerne
County Deed Book 2432 at Page 1073.
16. Right-of-way for water pipeline in the Township of
Newport, Luzerne County, from Marcella Sedor, widow, by Indenture
dated August 27, 1992 and recorded September 24, 1992 in Luzerne
County Deed Book 2432 at Page 1069.
17. Right-of-way for gas pipeline in the Borough of Wyoming,
Luzerne County, from County of Luzerne, by Indenture dated
September 2, 1992 and recorded September 24, 1992 in Luzerne
County Deed Book 2432 at Page 1064.
18. Right-of-way for gas pipeline in the Borough of
Swoyersville, Luzerne County, from Mark Akromas, et al, by
Indenture dated September 14, 1992 and recorded September 24,
1992 in Luzerne County Deed Book 2432 at Page 1060.
19. Right-of-way for gas pipeline in the Borough of Forty-
Fort, Luzerne County, from Fernando Araya, et ux, by Indenture
dated September 14, 1992 and recorded September 24, 1992 in
Luzerne County Deed Book 2432 at Page 1056.
20. Right-of-way for gas pipeline in the Township of Plains,
Luzerne County, from Anna Stasik Sokola, et vir, by Indenture
dated September 14, 1992 and recorded September 24, 1992 in
Luzerne County Deed Book 2432 at Page 1052.
21. Right-of-way for water pipeline in the Township of
Hanover, Luzerne County, from Housing Development Corporation of
Northeastern Pennsylvania, by Indenture dated September 22, 1992
and recorded October 28, 1992 in Luzerne County Deed Book 2436 at
Page 772.
22. Right-of-way for gas pipeline in the Township of Hanover,
Luzerne County, from Housing Development Corporation of North-
eastern Pennsylvania, by Indenture dated September 22, 1992 and
recorded October 28, 1992 in Luzerne County Deed Book 2436 at
Page 763.
23. Right-of-way for cathodic protection in the Township of
Jenkins, Luzerne County, from Township of Jenkins, by Indenture
dated September 22, 1992 and recorded October 28, 1992 in Luzerne
County Deed Book 2436 at Page 759.
24. Right-of-way for gas pipeline in the Borough of Plymouth,
Luzerne County, from Carl G. Zlotek, et ux, by Indenture dated
September 29, 1992 and recorded October 28, 1992 in Luzerne
County Deed Book 2436 at Page 744.
25. Right-of-way for water pipeline in the Township of
Plains, Luzerne County, from Consolidated Rail Corporation, by
Indenture dated September 30, 1992 and recorded October 28, 1992
in Luzerne County Deed Book 2436 at Page 749.
26. Right-of-way for water pipeline in the Township of
Hanover, Luzerne County, from Greater Wilkes-Barre Industrial
Fund, Inc., et al, by Indenture dated October 1, 1992 and
recorded October 28, 1992 in Luzerne County Deed Book 2436 at
Page 738.
27. Right-of-way for gas pipeline in the Township of Hanover,
Luzerne County, from Greater Wilkes-Barre Industrial Fund, Inc.,
et al, by Indenture dated October 1, 1992 and recorded
October 28, 1992 in Luzerne County Deed Book 2436 at Page 732.
28. Right-of-way for gas pipeline in the Borough of Wyoming,
Luzerne County, from Borough of Wyoming, by Indenture dated
October 5, 1992 and recorded October 28, 1992 in Luzerne County
Deed Book 2436 at Page 727.
29. Right-of-way for gas pipeline in the Borough of Wyoming,
Luzerne County, from Eric H. Ragantesi, by Indenture dated
October 6, 1992 and recorded October 28, 1992 in Luzerne County
Deed Book 2436 at Page 723.
30. Right-of-way for water pipeline in the Township of
Wilkes-Barre, Luzerne County, from First Union Real Estate Equity
and Mortgage Investments, et al, by Indenture dated October 8,
1992 and recorded October 28, 1992 in Luzerne County Deed Book
2436 at Page 706.
31. Right-of-way for gas pipeline in the City of Nanticoke,
Luzerne County, from John B. Butchko, by Indenture dated
October 8, 1992 and recorded October 28, 1992 in Luzerne County
Deed Book 2436 at Page 702.
32. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Sperling Tobacco Company, by Inden-
ture dated October 15, 1992 and recorded October 28, 1992 in
Luzerne County Deed Book 2436 at Page 697.
33. Right-of-way for gas pipeline in the Township of Hanover,
Luzerne County, from Fred Karl, by Indenture dated October 15,
1992 and recorded October 28, 1992 in Luzerne County Deed Book
2436 at Page 693.
34. Right-of-way for water pipeline in the Township of
Plains, Luzerne County, from Greater Wilkes-Barre Industrial
Fund, Inc., by Indenture dated October 19, 1992 and recorded
October 28, 1992 in Luzerne County Deed Book 2436 at Page 686.
35. Right-of-way for gas pipeline in the Township of Plains,
Luzerne County, from Greater Wilkes-Barre Industrial Fund, Inc.,
by Indenture dated October 19, 1992 and recorded October 28, 1992
in Luzerne County Deed Book 2436 at Page 716.
36. Right-of-way for gas pipeline in the Township of Hanover,
Luzerne County, from Jon E. Lucas, by Indenture dated October 27,
1992 and recorded October 28, 1992 in Luzerne County Deed Book
2436 at Page 672.
37. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Dan Rozanski, Inc., by Indenture
dated October 27, 1992 and recorded October 28, 1992 in Luzerne
County Deed Book 2436 at Page 681.
38. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Dan Rozanski, Inc., by Indenture
dated October 27, 1992 and recorded October 28, 1992 in Luzerne
County Deed Book 2436 at Page 676.
V
The following rights-of-way and/or easements situate in the
County of Lycoming and Commonwealth of Pennsylvania. to wit:
01. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from State Farm Mutual Automobile
Insurance Company, by Indenture dated June 9, 1992 and recorded
June 11, 1992 in Lycoming County Deed Book 1880 at Page 169.
02. Right-of-way for gas pipeline in the Borough of
Montoursville, Lycoming County, from Pennsylvania College of
Technology, by Indenture dated July 2, 1992 and recorded
September 24, 1992 in Lycoming County Deed Book 1935 at Page 329.
03. Right-of-way for gas pipeline in the Borough of South
Williamsport, Lycoming County, from Consolidated Rail Corpora-
tion, by Indenture dated July 13, 1992 and recorded September 24,
1992 in Lycoming County Deed Book 1935 at Page 342.
04. Right-of-way for gas pipeline in the Borough of
Montoursville, Lycoming County, from Consolidated Rail Corpora-
tion, by Indenture dated July 13, 1992 and recorded September 24,
1992 in Lycoming County Deed Book 1935 at Page 333.
05. Right-of-way for gas pipeline in the Borough of South
Williamsport, Lycoming County, from George A. Hutchinson, by
Indenture dated July 20, 1992 and recorded September 24, 1992 in
Lycoming County Deed Book 1936 at Page 1.
06. Right-of-way for gas pipeline in the Township of
Loyalsock, Lycoming County, from Loyalsock Township School Dis-
trict, by Indenture dated July 29, 1992 and recorded
September 24, 1992 in Lycoming County Deed Book 1936 at Page 5.
07. Right-of-way for gas pipeline in the Township of Muncy
Creek, Lycoming County, from Pennsylvania Fish Commission, by
Indenture dated August 5, 1992 and recorded October 29, 1992 in
Lycoming County Deed Book 1956 at Page 278.
08. Right-of-way for gas pipeline in the Township of Muncy
Creek, Lycoming County, from Roger D. Jarrett, et ux, by Inden-
ture dated September 24, 1992 and recorded October 29, 1992 in
Lycoming County Deed Book 1956 at Page 286.
09. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from Pennsylvania College of
Technology, by Indenture dated September 28, 1992 and recorded
October 29, 1992 in Lycoming County Deed Book 1956 at Page 291.
10. Right-of-way for gas pipeline in the Township of Old
Lycoming, Lycoming County, from Township of Old Lycoming, by
Indenture dated October 26, 1992 and recorded October 29, 1992 in
Lycoming County Deed Book 1956 at Page 295.
VI
The following rights-of-way and/or easements situate in the
County of Northumberland and Commonwealth of Pennsylvania, to wit:
01. Right-of-way for gas pipeline in the Borough of
Northumberland, Northumberland County, from James R. Malloy, et
ux, by Indenture dated September 24, 1992 and recorded
October 29, 1992 in Northumberland County Misc. Book 879 at Page
689.
02. Right-of-way for gas pipeline in the Township of Turbot,
Northumberland County, from Amos S. Martin, et ux, by Indenture
dated October 22, 1992 and recorded October 29, 1992 in
Northumberland County Misc. Book 879 at Page 692.
VII
The following rights-of-way and/or easements situate in the
County of Snyder and Commonwealth of Pennsylvania, to wit:
01. Right-of-way for gas pipeline in the Borough of
Selinsgrove, Snyder County, from Kenneth H. Smith, et ux, by
Indenture dated September 24, 1992 and recorded October 29, 1992
in Snyder County Record Book 299 at Page 948.
02. Right-of-way for gas pipeline in the Borough of
Selinsgrove, Snyder County, from Philip A. Stroup, et ux, by
Indenture dated September 28, 1992 and recorded October 29, 1992
in Snyder County Record Book 299 at Page 952.
VIII
The following rights-of-way and/or easements situate in the
County of Susquehanna and Commonwealth of Pennsylvania, to wit:
01. Right-of-way for gas pipeline in the Township of Auburn,
Susquehanna County, from William J. Falzone, et ux, by Indenture
dated October 28, 1992 and recorded October 28, 1992 in
Susquehanna County Deed Book 485 at Page 1023.
IX
The following rights-of-way and/or easements situate in the
County of Wyoming and Commonwealth of Pennsylvania, to wit:
01. Right-of-way for gas pipeline in the Township of Clinton,
Wyoming County, from Lackawanna Trail Joint School District
Authority, by Indenture dated August 14, 1992 and recorded
September 25, 1992 in Wyoming County Deed Book 288 at Page 856.
SAVING AND EXCEPTING, HOWEVER, FROM THE PROPERTY DESCRIBED OR
REFERRED TO ABOVE, all property which is reserved or excepted
from the lien and operation of the Indenture by virtue of the
exceptions contained in the Granting Clauses thereof.
TO HAVE AND TO HOLD the same, unto the Trustee and its
successors and assigns forever;
SUBJECT, HOWEVER, to permitted encumbrances as defined in the
Original Indenture and to any lien thereon existing, and to any
liens for unpaid portions of the purchase money placed thereon,
at the time of acquisition, and also subject to the provisions of
Article 12 of the Original Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in
the Indenture.
PROVIDED, HOWEVER, and these presents are upon the condition
that if the Company, its successors or assigns, shall pay or
cause to be paid unto the holders of bonds issued and to be
issued under the Indenture the principal and interest, and pre-
mium, if any, due or to become due in respect thereof at the
times and in the manner stipulated therein and shall keep, per-
form and observe all and singular the covenants and promises in
said bonds and in the Indenture expressed to be kept, performed
and observed by or on the part of the Company, then the Indenture
and the estates and rights hereby granted shall cease, determine
and be void, otherwise to be and remain in full force and effect.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between
the parties hereto that the Company will protect and make effec-
tive the lien intended to be created by the Indenture with
respect to all of the properties hereinabove described and that
all bonds are to be issued, authenticated, delivered and held,
and that all property subject or to become subject to the Inden-
ture is to be held, subject to the further covenants, conditions,
uses and trusts set forth in the Original Indenture as heretofore
supplemented, and as supplemented by this Twenty-Sixth Supplemen-
tal Indenture, in all respects as if said property was specific-
ally described in the Granting Clauses of the Original Indenture
and the Company, for itself and its successors, doth hereby
covenant and agree to and with the Trustee, for the benefit of
those who hold said bonds as follows:
ARTICLE 1.
CREATION OF BONDS OF THE EIGHTEENTH SERIES
Sec. 1.01. There is hereby created a new series of bonds to
be issued under the Original Indenture which shall be designated
First Mortgage Bonds 8.375% Series due 2002. Without limiting
the rights of the holders of the bonds under Section 2.11 of the
Original Indenture, the aggregate principal amount of bonds of
the Eighteenth Series shall be limited to $30,000,000. All bonds
of the Eighteenth Series shall mature December 1, 2002, and shall
bear interest at the rate of 8.375% per annum, payable semi-
annually on the first day of June and first day of December in
each year, commencing June 1, 1993. The principal of and
interest on each such bond shall be payable at the office or
agency of the Company in the Borough of Manhattan, The City of
New York, and both principal and interest shall be payable in any
coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public
and private debts.
The bonds of the Eighteenth Series shall be dated the date of
their authentication and shall bear interest from the date of the
bond (except that if any such bond shall be authenticated after
the first interest payment date for bonds of the Eighteenth
Series it shall bear interest from the interest payment date next
preceding the date of such bond, and except that if any bond of
the Eighteenth Series is authenticated between a record date, as
defined below, and the interest payment date in respect thereof
it shall bear interest from such interest payment date). So long
as there is no existing default in the payment of interest on the
bonds of the Eighteenth Series, the person in whose name any bond
of the Eighteenth Series is registered at the close of business
on the record date with respect to any interest payment date (the
term "record date" as used with respect to an interest payment
date shall mean the fifteenth day of May or the fifteenth day of
November next preceding the interest payment date whether or not
such fifteenth day is a business day) shall be entitled to re-
ceive the interest payable on such interest payment date notwith-
standing any transfer or exchange of the bond of the Eighteenth
Series subsequent to the record date and on or prior to the
interest payment date, except if, and to the extent, the Company
shall default in the payment of the interest due on such interest
payment date, the default interest shall be paid to the person in
whose name the bond of the Eighteenth Series is registered five
(5) days before the date of payment of the defaulted interest.
Bonds of the Eighteenth Series shall be issued as fully regis-
tered bonds without coupons, in denominations of $1,000 and mul-
tiples thereof from time to time authorized by the Board of
Directors.
Bonds of the Eighteenth Series shall be registrable and inter-
changeable at the office or agency of the Company in the Borough
of Manhattan, The City of New York, in the manner and upon the
terms set forth in Section 2.05 of the Original Indenture, upon
payment of charges as required or permitted by the provisions of
Section 2.08 of the Original Indenture as amended.
The bonds of the Eighteenth Series shall be redeemable upon
not less than thirty (30) nor more than sixty (60) days' prior
notice, in whole or in part, pursuant to the requirements of the
Indenture, upon the terms and conditions hereinafter specified in
Section 1.02 hereof.
Sec. 1.02. The bonds of the Eighteenth Series are subject to
mandatory redemption, in whole or in part (but if in part on a
pro rata basis with bonds of all other series then outstanding
under the Indenture), pursuant to the provisions of Section 8.13
of the Indenture at a redemption price equal to 100% of the prin-
cipal amount of the bonds of the Eighteenth Series to be redeemed
plus interest accrued to the date fixed for redemption. The
bonds of the Eighteenth Series are not otherwise subject to
redemption prior to their maturity.
Sec. 1.03. The holder of each and every bond of the
Eighteenth Series hereby agrees to accept payment thereof prior
to maturity on the terms and conditions of Section 1.02 hereof
and in Section 8.13 of the Indenture.
ARTICLE 2.
NO SINKING FUND FOR BONDS OF THE EIGHTEENTH SERIES.
Bonds of the Eighteenth Series will not be entitled to the
benefit of a sinking fund.
ARTICLE 3.
ISSUANCE OF BONDS OF THE EIGHTEENTH SERIES.
Bonds of the Eighteenth Series may be executed, authenticated
and delivered from time to time as provided or permitted by the
provisions of Article 3 of the Original Indenture and the provi-
sions of this Twenty-Sixth Supplemental Indenture.
ARTICLE 4.
MISCELLANEOUS.
Sec. 4.01. Sections 4.10, 4.11 and 8.13 of the Original Inden-
ture, as amended by Section 4.01 of Article 4 of the Fourth,
Ninth, Tenth, Twelfth, Fourteenth, Fifteenth, Sixteenth, Seven-
teenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-
Second, Twenty-Third, Twenty-Fourth and Twenty-Fifth Supplemental
Indentures, are hereby further amended by this Twenty-Sixth Sup-
plemental Indenture by inserting in each such section the words
"or bonds of the 8.375% Series due 2002" immediately after the
words "bonds of the 2 7/8% Series due 1976 or bonds of the 3 1/2%
Series due 1982 or bonds of the 4 7/8% Series due 1987 or bonds
of the 4 3/4% Series due 1983 or bonds of the 5 1/2% Series due
1985 or bonds of the 5% Series due 1986 or bonds of the 4 5/8%
Series due 1988 or bonds of the 5 7/8% Series due 1991 or bonds
of the 6 7/8% Series due 1992 or bonds of the 10% Series due 1995
or bonds of the 8% Series due 1997 or bonds of the 9 1/4% Series
due 1996 or bonds of the 9% Series due 1991 or bonds of the 9.23%
Series due 1999 or bonds of the 9.34% Series due 2019 or bonds of
the 9.57% Series due 1996 or bonds of the 7.20% Series due 2017"
each time such last mentioned words occur therein.
Sec. 4.02. The Trustee accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and condi-
tions in the Original Indenture and in this Twenty-Sixth Supple-
mental Indenture set forth. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or
sufficiency of this Twenty-Sixth Supplemental Indenture or the
due execution hereof by the Company, or for or in respect of the
recitals contained herein, all of which recitals are made by the
Company solely.
The Original Indenture as heretofore supplemented by twenty-
five supplemental indentures and as supplemented by this Twenty-
Sixth Supplemental Indenture is in all respects ratified and
confirmed, and the Original Indenture, together with the twenty-
six indentures supplemental thereto, shall be read, taken and
construed as one and the same indenture.
Sec. 4.03. This Twenty-Sixth Supplemental Indenture may be
executed in any number of counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but
one and the same instrument.
Pennsylvania Gas and Water Company does hereby constitute and
appoint Thomas J. Ward to be its attorney for it, and in its name
and as and for its corporate set act and deed to acknowledge this
Twenty-Sixth Supplemental Indenture before any person having
authority by the laws of the Commonwealth of Pennsylvania to take
such acknowledgment, to the intent that the same may be duly
recorded, and Morgan Guaranty Trust Company of New York does
hereby constitute and appoint Peter V. Murphy to be its attorney
for it, and in its name and as and for its corporate act and deed
to acknowledge this Twenty-Sixth Supplemental Indenture before
any person having authority by the laws of the State of New York
to take such acknowledgment, to the intent that the same may be
duly recorded.
<PAGE>
IN WITNESS WHEREOF, said PENNSYLVANIA GAS AND WATER COMPANY
and said MORGAN GUARANTY COMPANY OF NEW YORK have caused this
Supplemental Indenture to be signed in their respective corporate
names, and their respective corporate seals to be hereunto
affixed and attested by their respective officers thereunto duly
authorized, all as of the day and year first above written.
PENNSYLVANIA GAS AND WATER COMPANY
By: JOHN F. KELL, JR.
---------------------------
Name: John F. Kell, Jr.
Title: Vice President, Finance
[CORPORATE SEAL]
Attest: THOMAS J. WARD
------------------
Secretary
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as TRUSTEE
By: M. CULHANE
---------------------------
Name: M. Culhane
Title: Vice President
[CORPORATE SEAL]
Attest: PETER V. MURPHY
-------------------
Assistant Secretary
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF LUZERNE
ss:
BE IT REMEMBERED that on the 9th day of December, A. D., 1992,
before me, Mary M. Gillette, a Notary Public in and for said
County and said Commonwealth, commissioned for and residing in
the County of Luzerne, personally came Thomas J. Ward, who, being
duly sworn according to law, doth depose and say that he was per-
sonally present and did see the common or corporate seal of the
above-named PENNSYLVANIA GAS AND WATER COMPANY affixed to the
foregoing Supplemental Indenture; that the seal so affixed is the
common or corporate seal of said PENNSYLVANIA GAS AND WATER COM-
PANY and was so affixed by authority of said corporation as the
act and deed thereof; that the above-named John F. Kell, Jr. is
the Vice President, Finance of said corporation and did sign the
said Supplemental Indenture as such in the presence of this depo-
nent; that this deponent is the Secretary of the said corporation
and that the name of this deponent above signed in attestation of
the due execution of the said Supplemental Indenture, is in this
deponent's own proper handwriting.
THOMAS J. WARD
-----------------------
Thomas J. Ward
[NOTARIAL SEAL]
Sworn and subscribed before me
the day and year aforesaid
MARY M. GILLETTE
- ------------------------------
Notary Public
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF LUZERNE
ss:
I HEREBY CERTIFY that on this 9th day of December, A. D.,
1992, before me, Mary M. Gillette, a Notary Public in and for
said County and said Commonwealth, commissioned for and residing
in the County of Luzerne, personally appeared Thomas J. Ward, the
attorney named in the foregoing Supplemental Indenture, and he,
by virtue and in pursuance of the authority therein conferred
upon him, acknowledged said Supplemental Indenture to be the act
and deed of the said PENNSYLVANIA GAS AND WATER COMPANY.
Witness my hand and notarial seal the day and year aforesaid.
MARY M. GILLETTE
--------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK
COUNTY OF NEW YORK
ss:
BE IT REMEMBERED that on the 8th day of December, A. D., 1992,
before me, Alison M. Levchuck, a Notary Public in and for said
County and State, commissioned for the County of New York, per-
sonally came Peter V. Murphy, who, being duly sworn according to
law, doth depose and say that she was personally present and did
see the common or corporate seal of the above-named MORGAN
GUARANTY TRUST COMPANY OF NEW YORK affixed to the foregoing Sup-
plemental Indenture; that the seal so affixed is the common or
corporate seal of said MORGAN GUARANTY TRUST COMPANY OF NEW YORK
and was so affixed by authority of said corporation as the act
and deed hereof; that the above-named M. Culhane is a Vice Presi-
dent of said corporation and did sign the said Supplemental
Indenture as such in the presence of this deponent; that this
deponent is an Assistant Secretary of said corporation and that
the name of this deponent, above signed in attestation of the due
execution of the said Supplemental Indenture, is in this
deponent's own proper handwriting.
PETER V. MURPHY
-----------------------
Peter V. Murphy
Sworn and subscribed before me
the day and year aforesaid.
ALISON M. LEVCHUCK
- ------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK
COUNTY OF NEW YORK
ss:
I HEREBY CERTIFY that on this 8th day of December, A. D.,
1992, before me, Alison M. Levchuck, a Notary Public in and for
said County and State, commissioned for the County of New York,
personally appeared Peter V. Murphy, the attorney named in the
foregoing Supplemental Indenture, and she, by virtue and in pur-
suance of the authority therein conferred upon her, acknowledged
said Supplemental Indenture to be the act and deed of the said
MORGAN GUARANTY TRUST COMPANY OF NEW YORK.
Witness my hand and notarial seal the day and year aforesaid.
ALISON M. LEVCHUCK
--------------------------
Notary Public
[NOTARIAL SEAL]
CERTIFICATE OF RESIDENCE
MORGAN GUARANTY TRUST COMPANY OF NEW YORK hereby certifies
that its precise name and address as Trustee hereunder are:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, No. 60 Wall Street,
New York, New York 10260.
By: CATHERINE F. DONOHUE
--------------------------
Name: Catherine F. Donohue
Title: Trust Officer
<PAGE>
Thirtieth Supplemental Indenture
Dated as of December 1, 1995
(Supplemental to Indenture Dated as of March 15, 1946)
PENNSYLVANIA GAS AND WATER COMPANY
(formerly Scranton-Spring Brook Water Service Company)
TO
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
Trustee
THIRTIETH SUPPLEMENTAL INDENTURE, dated as of the first day of
December 1995, made by and between PENNSYLVANIA GAS AND WATER
COMPANY (formerly Scranton-Spring Brook Water Service Company), a
corporation organized and existing under the laws of the Common-
wealth of Pennsylvania (hereinafter sometimes called the "Com-
pany"), and FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a
national banking association organized and existing under the
laws of the United States, and having its principal place of
business at No. 100 Wall Street, Suite 1600, in The City of New
York, New York, as Trustee (hereinafter sometimes called the
"Trustee").
WHEREAS, the Company executed and delivered its Indenture
(hereinafter called the "Original Indenture") dated as of
March 15, 1946, to Morgan Guaranty Trust Company of New York
("Morgan") (formerly Guaranty Trust Company of New York), to
secure its First Mortgage Bonds and has executed and delivered
twenty-nine indentures supplemental thereto dated respectively as
of February 15, 1951; as of September 15, 1951; as of January 15,
1952; as of March 15, 1952; as of June 15, 1952; as of Decem-
ber 1, 1954; as of April 15, 1956; as of November 15, 1956; as of
March 15, 1957; as of September 1, 1958; as of April 15, 1959; as
of July 15, 1960; as of October 31, 1961; as of December 15,
1961; as of December 15, 1963; as of June 15, 1966; as of Octo-
ber 15, 1967; as of May 1, 1970; as of June 1, 1972; as of
March 1, 1976; as of December 1, 1976; as of August 15, 1989; as
of August 15, 1989; as of September 1, 1991; as of September 1,
1992; as of December 1, 1992; as of December 1, 1992; as of
December 1, 1993; and as of November 1, 1994 (the Original Inden-
ture as heretofore supplemented and to be supplemented by this
Thirtieth Supplemental Indenture, and as the same may be further
supplemented by additional indentures supplemental thereto, being
hereinafter collectively called the "Indenture"); and
WHEREAS, the Company, Morgan and the Trustee executed and
delivered the Resignation, Successor Appointment and Acceptance
Agreement dated as of September 2, 1994, pursuant to which the
Trustee became successor trustee under the Indenture; and
WHEREAS, the Company at November 1, 1995 (i) had retired all
of the original issue of $24,500,000 principal amount of bonds of
a series designated First Mortgage Bonds 2 7/8% Series due 1976
(hereinafter called "bonds of the First Series"), all of the
original issue of $4,000,000 principal amount of bonds of a
series designated First Mortgage Bonds 3 1/2% Series due 1982,
all of the original issue of $1,000,000 principal amount of bonds
of a series designated First Mortgage Bonds 4 7/8% Series due
1987, all of the original issue of $2,000,000 principal amount of
bonds of a series designated First Mortgage Bonds 4 3/4% Series
due 1983, all of the original issue of $3,000,000 principal
amount of bonds of a series designated First Mortgage Bonds
5 1/2% Series due 1985, all of the original issue of $3,000,000
principal amount of bonds of a series designated First Mortgage
Bonds 5% Series due 1986, all of the original issue of $5,000,000
principal amount of bonds of a series designated First Mortgage
Bonds 4 5/8% Series due 1988. all of the original issue of
$4,000,000 principal amount of bonds of a series designated First
Mortgage Bonds 5 7/8% Series due 1991, all of the original issue
of $15,000,000 principal amount of bonds of a series designated
First Mortgage Bonds 9% Series due 1991, all of the original
issue of $10,000,000 principal amount of bonds of a series desig-
nated First Mortgage Bonds 6 7/8% Series due 1992, all of the
original issue of $12,000,000 principal amount of bonds of a
series designated First Mortgage Bonds 10% Series due 1995, all
of the original issue of $20,000,000 principal amount of bonds of
a series designated First Mortgage Bonds 9 1/4% Series due 1996,
all of the original issue of $7,000,000 principal amount of bonds
of a series designated First Mortgage Bonds 8% Series due 1997
and all of the original issue of $50,000,000 principal amount of
bonds of a series designated First Mortgage Bonds 9.57% Series
due 1996 and (ii) had outstanding and secured by the Original
Indenture, as so supplemented to the date hereof, $10,000,000 (of
an original issue of $10,000,000) principal amount of bonds of a
series designated First Mortgage Bonds 9.23% Series due 1999,
$15,000,000 (of an original issue of $15,000,000) principal
amount of bonds of a series designated First Mortgage Bonds 9.34%
Series due 2019, $50,000,000 (of an original issue of
$50,000,000) principal amount of bonds of a series designated
First Mortgage Bonds 7.20% Series due 2017, $30,000,000 (of an
original issue of $30,000,000) principal amount of bonds of a
series designated First Mortgage Bonds 8.375% Series due 2002,
$30,000,000 (of an original issue of $30,000,000) principal
amount of bonds of a series designated First Mortgage Bonds 7.125%
Series due 2022, $19,000,000 (of an original issue of
$19,000,000) principal amount of bonds of a series designated
First Mortgage Bonds 6.05% due 2019 and $30,000,000 (of an
original issue of $30,000,000) principal amount of bonds of a series
designated First Mortgage Bonds 7% Series due 2017; and
WHEREAS, Section 14.01 of the Original Indenture provides,
among other things, that the Company, when authorized by a reso-
lution of its Board of Directors, and the Trustee from time to
time may enter into an indenture or indentures supplemental
thereto and which thereafter shall form a part thereof for the
purpose of modifying any provisions of the Indenture provided
that such modifications have been approved in accordance with
Article 15 of the Original Indenture by the holders of bonds
issued and outstanding under the Indenture; and
WHEREAS, Section 14.02 of the Original Indenture provides that
the Trustee is authorized to join with the Company in the execu-
tion of any such supplemental indenture; and
WHEREAS, all requirements of law and of the restated articles
of incorporation, as amended, and by-laws of the Company,
including all requisite action on the part of its directors and
officers, relating to the execution of this Thirtieth Supplemen-
tal Indenture have been complied with and observed, all approvals
of holders of bonds issued and outstanding under the Indenture
required pursuant to Article 15 of the Original Indenture in con-
nection with this Thirtieth Supplemental Indenture have been
obtained, and all things necessary to make this Thirtieth Supple-
mental Indenture a valid and legally binding instrument in
accordance with its terms for the security of all bonds from time
to time issued under the Indenture have happened, been done and
been performed;
NOW THEREFORE, THIS THIRTIETH SUPPLEMENTAL INDENTURE
WITNESSETH: That Pennsylvania Gas and Water Company, intending
to be legally bound, in consideration of the premises and of One
Dollar ($1.00) to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to secure the payment of the
principal of, premium, if any, and interest on all bonds from
time to time outstanding under the Indenture, according to the
terms of said bonds and to secure the performance and observance
of all the covenants and conditions therein and in the Indenture
contained, hath granted, bargained, sold, warranted, aliened,
remised, released, conveyed, assigned, transferred, mortgaged,
created a security interest in, pledged, set over and confirmed,
and by these presents doth grant, bargain, sell, warrant, alien,
remise, release, convey, assign, transfer, mortgage, create a
security interest in, pledge, set over and confirm unto First
Trust of New York, National Association, as Trustee, and its
successor or successors in the trust and its or their assigns
forever, the following described property -- that is to say:
All property, real, personal and mixed, tangible and intangi-
ble, of the Company whether now owned or hereafter acquired by it
(except such property as is expressly excepted from the lien and
the operation of the Indenture).
Without limitation of the foregoing, all real estate and
interests in or relating to real estate, plants, properties and
equipment, and all pumping and transmission systems and facili-
ties, together with all franchises, grants, easements, permits,
privileges, appurtenances, tenements and other rights and
property thereunto belonging or appertaining, whether now owned
by the Company or hereafter acquired by it; and used in its
business of impounding, storing, transporting and selling water,
or in its business of manufacturing, storing, transporting and
selling gas, at wholesale or retail, for domestic, commercial,
industrial and municipal use and consumption.
Also, without limitation of the foregoing, all buildings,
improvements, standpipes, towers, reservoirs, wells, springs,
flumes, sluices, canals, basins, cribs, mains, conduits,
hydrants, valves, pipes, pipe lines, service pipes, tanks, shops,
structures, purification systems, pumping stations, pumps,
meters, fixtures machinery and equipment, used or useful for the
impounding, procuring, transmission or distribution of water; all
generators, conveyors, purifiers, holders, power plants, fix-
tures, engines, boilers, pumps, meters, transmission and distri-
bution mains, machinery and equipment used or useful for the
manufacture, transmission or distribution of gas; and all and
every character of apparatus whatsoever used or useful for
procuring, manufacturing, transmitting or distributing water or
gas; whether the same or any thereof are now owned by the Company
or hereafter acquired by it.
Also, without limitation of the foregoing, all real estate and
interests in real estate acquired by sale or by merger of sub-
sidiary or constituent companies, now owned or as may be subse-
quently acquired by the Company.
The property covered by the lien of the Indenture shall
include particularly, among other property, without prejudice to
the generality of the language hereinbefore or hereinafter con-
tained, the following described property (which generally
includes property additions through October 31, 1995, except such
property as is expressly excepted from the lien and operation of
the Indenture):
I
The following piece or parcel of land situate in the County of
Lackawanna and Commonwealth of Pennsylvania, to wit:
(S) 01. Parcel of land situate in the Township of Carbondale,
Lackawanna County, from Gary A. Gormley and Carol Gormley, his
wife, by Deed dated November 28, 1994 and recorded December 8,
1994 in Lackawanna County Deed Book 1494 at Page 553. Containing
Three and Two One-Hundredths (3.02) acres, more or less.
II
The following rights-of-way and/or easements situate in the
County of Columbia and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the Borough of
Berwick, Columbia County, from Thomas A. Bafile, et ux, by Inden-
ture dated November 16, 1994 and recorded December 22, 1994 in
Columbia County Record Book 587 at Page 77.
(S) 02. Right-of-way for gas pipeline in the Township of
Briar Creek, Columbia County, from Bennie E. Naunczek, et ux, by
Indenture dated November 21, 1994 and recorded December 22, 1994
in Columbia County Record Book 587 at Page 80.
(S) 03. Right-of-way for gas pipeline in the Township of
Briar Creek, Columbia County, from Roman Catholic Congregation,
et al, by Indenture dated November 30, 1994 and recorded Decem-
ber 22, 1994 in Columbia County Record Book 587 at Page 86.
(S) 04. Right-of-way for gas pipeline in the Town of Blooms-
burg, Columbia County, from Karl Henry Dildine, by Indenture
dated January 25, 1995 and recorded February 6, 1995 in Columbia
County Record Book 589 at Page 869.
(S) 05. Right-of-way for gas pipeline in the Town of Blooms-
burg, Columbia County, from Shangrila Development Corporation, by
Indenture dated February 1, 1995 and recorded February 6, 1995 in
Columbia County Record Book 589 at Page 865.
(S) 06. Right-of-way for gas pipeline in the Township of
Scott, Columbia County, from Drue C. Hoffman, et ux, by Indenture
dated February 9, 1995 and recorded March 2, 1995 in Columbia
County Record Book 591 at Page 178.
(S) 07. Right-of-way for gas pipeline in the Township of
Scott, Columbia County, from Charles B. Pursel, et ux, et al, by
Indenture dated February 22, 1995 and recorded March 10, 1995 in
Columbia County Record Book 591 at Page 753.
(S) 08. Right-of-way for gas pipeline in the Township of
South Centre, Columbia County, from Star-Kist Foods, Inc., by
Indenture dated March 11, 1995 and recorded April 18, 1995 in
Columbia County Record Book 594 at Page 227.
(S) 09. Right-of-way for gas pipeline in the Township of
Scott, Columbia County, from Kenneth E. Carey, et ux, by Inden-
ture dated March 21, 1995 and recorded April 18, 1995 in Columbia
County Record Book 594 at Page 231.
(S) 10. Right-of-way for gas pipeline in the Township of
Scott, Columbia County, from Judith Ann Ernst, by Indenture dated
April 12, 1995 and recorded April 18, 1995 in Columbia County
Record Book 594 at Page 234.
(S) 11. Right-of-way for gas pipeline in the Borough of
Berwick, Columbia County, from Robert A. Pearson, et al, by
Indenture dated June 20, 1995 and recorded July 25, 1995 in
Columbia County Record Book 601 at Page 870.
(S) 12. Right-of-way for gas pipeline in the Township of
Montour, Columbia County, from Alan R. Behrent, et ux, by Inden-
ture dated August 17, 1995 and recorded August 31, 1995 in
Columbia County Record Book 604 at Page 968.
(S) 13. Right-of-way for gas pipeline in the Township of
Montour, Columbia County, from Robert H. Progansky, by Indenture
dated August 17, 1995 and recorded August 31, 1995 in Columbia
County Record Book 604 at Page 971.
(S) 14. Right-of-way for gas pipeline in the Township of
Montour, Columbia County, from H&C Realty Corporation, by Inden-
ture dated August 25. 1995 and recorded August 31, 1995 in
Columbia County Record Book 604 at Page 974.
III
The following rights-of-way and/or easements situate in the
County of Lackawanna and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for water pipeline in the City of
Scranton, Lackawanna County, from Ralph D. Noto, et al, by Inden-
ture dated September 3, 1993 and recorded June 8, 1995 in
Lackawanna County Deed Book 1511 at Page 703.
(S) 02. Right-of-way for gas pipeline in the Borough of
Dalton, Lackawanna County, from Richard J. Volz, et ux, et al, by
Indenture dated October 15, 1993 and recorded October 20, 1993 in
Lackawanna County Deed Book 1451 at Page 186.
(S) 03. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from Lewis Marcus, et ux, by Inden-
ture dated April 25, 1994 and recorded December 22, 1994 in
Lackawanna County Deed Book 1496 at Page 426.
(S) 04. Right-of-way for water pipeline in the Borough of
Archbald, Lackawanna County, from East Side Hose Company, No. 4,
by Indenture dated June 15, 1994 and recorded June 8, 1995 in
Lackawanna County Deed Book 1511 at Page 690.
(S) 05. Right-of-way for gas pipeline in the Borough of
Archbald, Lackawanna County, from East Side Hose Company, No. 4,
by Indenture dated June 15, 1994 and recorded June 8, 1995 in
Lackawanna County Deed Book 1511 at Page 694.
(S) 06. Right-of-way for gas pipeline in the Township of
Abington, Lackawanna County, from Paul Misiura, et ux, by Inden-
ture dated June 30, 1994 and recorded February 17, 1995 in
Lackawanna County Deed Book 1501 at Page 252.
(S) 07. Right-of-way for gas pipeline in.the Borough of
Archbald, Lackawanna County, from Valley View Schoo1 District, by
Indenture dated July 28, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 732.
(S) 08. Right-of-way for gas pipeline in the Borough of
Blakely, Lackawanna County, from William Alaimo, et ux, by Inden-
ture dated August 5, 1994 and recorded October 5, 1994 in
Lackawanna County Deed Book 1487 at Page 414.
(S) 09. Right-of-way for gas pipeline in the Borou9h of
Moosic, Lackawanna County, from Hemingway Development Limited
Partnership, by Indenture dated August 15, 1994 and recorded
November 14, 1994 in Lackawanna County Deed Book 1491 at Page
736.
(S) 10. Right-of-way for water pipeline in the Borough of
Moosic, Lackawanna County, from Hemingway Development Limited
Partnership, by Indenture dated August 15, 1994 and recorded
November 14, 1994 in Lackawanna County Deed Book 1491 at Page
741.
(S) 11. Right-of-way for gas pipeline in the Township of
Abington, Lackawanna County, from Thomas A. Regula, et ux, by
Indenture dated August 19, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 746.
(S) 12. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County, from Eric A. Gerchman, et ux, by Inden-
ture dated August 20, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 750.
(S) 13. Right-of-way for gas pipeline in the Borough of
Blakely, Lackawanna County, from Frank Antenori, et ux, by Inden-
ture dated August 28, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 754.
(S) 14. Right-of-way for gas pipeline in the Borough of
Jessup, Lackawanna County, from Envirotest/Synterra Partners, by
Indenture dated September 2, 1994 and recorded October 5, 1994 in
Lackawanna County Deed Book 1487 at Page 418.
(S) 15. Right-of-way for gas pipeline in the Township of
South Abington, Lackawanna County, from Nikelle, Inc., by Inden-
ture dated September 9, 1994 and recorded October 5, 1994 in
Lackawanna County Deed Book 1487 at Page 423.
(S) 16. Right-of-way for gas pipeline in the Borough of Old
Forge, Lackawanna County, from Evo C. Taffera, et ux, by Inden-
ture dated September 22, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 770.
(S) 17. Right-of-way for ground bed for cathodic protection
in the Borough of Dickson City, Lackawanna County, from Borough
of Dickson City, by Indenture dated September 26, 1994 and
recorded November 14, 1994 in Lackawanna County Deed Book 1491 at
Page 774.
(S) 18. Right-of-way for water pipeline in the City of
Scranton, Lackawanna County, from David A. Fidati, et ux, by
Indenture dated September 27, 1994 and recorded November 14, 1994
in Lackawanna County Deed Book 1491 at Page 778.
(S) 19. Right-of-way for gas pipeline in the Borough of
Dickson City, Lackawanna County, from Wegmen's Food Markets,
Inc., by Indenture dated October 3, 1994 and recorded March 13,
1995 in Lackawanna County Deed Book 1503 at Page 278.
(S) 20. Right-of-way for water pipeline in the Borough of
Dickson City, Lackawanna County, from Wegman's Food Markets,
Inc., by Indenture dated October 3, 1994 and recorded Novem-
ber 14, 1994 in Lackawanna County Deed Book 1491 at Page 758.
(S) 21. Right-of-way for gas pipeline in the Township of
Abington, Lackawanna County, from Joseph E. Cronkey, et ux, by
Indenture dated October 5, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 766.
(S) 22. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from William J. Boston, et ux, by
Indenture dated October 6, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 782.
(S) 23. Right-of-way for gas pipeline in the Borough of
Clarks Summit, Lackawanna County, from Timothy D. Rowland, et ux,
by Indenture dated October 10, 1994 and recorded November 14,
1994 in Lackawanna County Deed Book 1491 at Page 786.
(S) 24. Right-of-way for gas pipeline in the Borough of
Olyphant, Lackawanna County, from Sean Rist, by Indenture dated
October 19, 1994 and recorded November 14, 1994 in Lackawanna
County Deed Book 1491 at Page 790.
(S) 25. Right-of-way for gas pipeline in the Township of
Scott, Lackawanna County, from Lawrence C. Duchnik, by Indenture
dated October 21, 1994 and recorded November 14, 1994 in
Lackawanna County Deed Book 1491 at Page 794.
(S) 26. Right-of-way for gas pipeline in the Borough of
Clarks Summit, Lackawanna County, from Henry Jellock, et ux, by
Indenture dated October 25, 1994 and recorded November 14, 1994
in Lackawanna County Deed Book 1491 at Page 798.
(S) 27. Right-of-way for gas pipeline in the Township of
Abington, Lackawanna County, from Glenn J. Gress, et ux, by
Indenture dated October 31, 1994 and recorded November 14, 1994
in Lackawanna County Deed Book 1492 at Page 1.
(S) 28. Right-of-way for gas pipeline in the City of Carbon-
dale, Lackawanna County, from Daniel M. McNabb, et ux, by Inden-
ture dated November 8, 1994 and recorded December 22, 1994 in
Lackawanna County Deed Book 1496 at Page 430.
(S) 29. Right-of-way for gas pipeline in the Borough of
Moosic, Lackawanna County, from Stanley J. Gurecki, by Indenture
dated November 23, 1994 and recorded December 22, 1994 in
Lackawanna County Deed Book 1496 at Page 434.
(S) 30. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County, from Charles V. Mesiti, et ux, by Inden-
ture dated December 2, 1994 and recorded December 22, 1994 in
Lackawanna County Deed Book 1496 at Page 438.
(S) 31. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from Sharon Marranca, et al, by
Indenture dated December 14, 1994 and recorded February 8, 1995
in Lackawanna County Deed Book 1500 at Page 425.
(S) 32. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from Howard Seymour, et ux, by
Indenture dated December 20, 1994 and recorded February 8, 1995
in Lackawanna County Deed Book 1500 at Page 429.
(S) 33. Right-of-way for gas pipeline in the City of Carbon-
dale, Lackawanna County, from Charles J. Zazzera, et ux, by
Indenture dated December 23, 1994 and recorded February 8, 1995
in Lackawanna County Deed Book 1500 at Page 433.
(S) 34. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County,from Leo C. Woelkers, et ux, by Indenture
dated December 23, 1994 and recorded February 8, 1995 in
Lackawanna County Deed Book 1500 at Page 437.
(S) 35. Right-of-way for gas pipeline in the Township of
Abington, Lackawanna County, from Lee T. Besen, et ux, by Inden-
ture dated December 23, 1994 and recorded February 8, 1995 in
Lackawanna County Deed Book 1500 at Page 441.
(S) 36. Right-of-way for gas pipeline in the Borough of
Clarks Summit, Lackawanna County, from Highland Associates II, et
al, by Indenture dated January 4, 1994 and recorded March 13,
1995 in Lackawanna County Deed Book 1503 at Page 285.
(S) 37. Right-of-way for gas pipeline in the Borough of
Clarks Summit, Lackawanna County, from Mack Bolus, et ux, by
Indenture dated January 13, 1995 and recorded February 8, 1995 in
Lackawanna County Deed Book 1500 at Page 445.
(S) 38. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County, from Robert C. Bolus, et ux, by Inden-
ture dated January 31, 1995 and recorded March 13, 1995 in
Lackawanna County Deed Book 1503 at Page 290.
(S) 39. Right-of-way for gas pipeline in the Borough of
Clarks Summit, Lackawanna County, from Edwin R. Swarts, et ux, by
Indenture dated February 2, 1995 and recorded February 8, 1995 in
Lackawanna County Deed Book 1500 at Page 449.
(S) 40. Right-of-way for gas pipeline in the Borough of
Moosic, Lackawanna County, from Donald McGuire, et al, by Inden-
ture dated February 10, 1995 and recorded March 13, 1995 in
Lackawanna County Deed Book 1503 at Page 294.
(S) 41. Right-of-way for gas pipeline in the Borough of
Taylor, Lackawanna County, from Lloyd Evans, et ux , by Indenture
dated February 13, 1995 and recorded March 113, 1995 in
Lackawanna County Deed Book 1503 at Page 298.
(S) 42. Right-of-way for gas pipeline in the Borough of
Clarks Summit, Lackawanna County, from Allied Genevieve Hayes/
McDade Apartments, by Indenture dated February 14, 1995 and
recorded March 13, i995 in Lackawanna County Deed Book 1503 at
Page 302.
(S) 43. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County, from Jeffrey L. Frear, by Indenture
dated February 17, 1995 and recorded March 13, 1995 in Lackawanna
County Deed Book 1503 at Page 307.
(S) 44. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County, from Paul G. Walsh, et ux, by Indenture
dated February 20, 1995 and recorded March 13, 1995 in Lackawanna
County Deed Book 1503 at Page 311.
(S) 45. Right-of-way for water pipeline in the Borough of
Dunmore, Lackawanna County, from Paul G. Walsh, et ux, by Inden-
ture dated February 20, 1995 and recorded March 13, 1995 in
Lackawanna County Deed Book 1503 at Page 315.
(S) 46. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from Gerald J. Notarianni, by Inden-
ture dated March 13, 1995 and recorded April 20, 1995 in
Lackawanna County Deed Book 1506 at Page 785.
(S) 47. Right-of-way for water pipeline in the City of
Scranton, Lackawanna County, from Gerald J. Notarianni, by Inden-
ture dated March 13, 1995 and recorded April 20, 1995 in
Lackawanna County Deed Book 1506 at Page 789.
(S) 48. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from Claire Notarianni, by Indenture
dated March 13, 1995 and recorded April 20, 1995 in Lackawanna
County Deed Book 1506 at Page 793.
(S) 49. Right-of-way for water pipeline in the City of
Scranton, Lackawanna County, from Claire Notarianni, by Indenture
dated March 13, 1995 and recorded April 20, 1995 in Lackawanna
County Deed Book 1506 at Page 797.
(S) 50. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from Claire Utz, et al, by Indenture
dated March 13, 1995 and recorded April 20, 1995 in Lackawanna
County Deed Book 1506 at Page 801.
(S) 51. Right-of-way for water pipeline in the City of
Scranton, Lackawanna County, from Claire Utz, et al, by Indenture
dated March 13, 1995 and recorded April 20, 1995 in Lackawanna
County Deed Book 1507 at Page 1.
(S) 52. Right-of-way for gas pipeline in the City of
Scranton, Lackawanna County, from Jerry Notarianni, et ux, by
Indenture dated March 13, 1995 and recorded April 20, 1995 in
Lackawanna County Deed Book 1507 at Page 5.
(S) 53. Right-of-way for water pipeline in the City of
Scranton, Lackawanna County, from Jerry Notarianni, et ux, by
Indenture dated March 13, 1995 and recorded April 20, 1995 in
Lackawanna County Deed Book 1507 at Page 9.
(S) 54. Right-of-way for gas pipeline in the City of Carbon-
dale, Lackawanna County, from Sandra Baumann Marsh, by Indenture
dated March 14, 1995 and recorded April 20, 1995 in Lackawanna
County Deed Book 1507 at Page 13.
(S) 55. Right-of-way for gas pipeline in the Borough of
Moosic, Lackawanna County, from County of Lackawanna, by Inden-
ture dated March 24, 1995 and recorded June 8, 1995 in Lackawanna
County Deed Book 1511 at Page 698.
(S) 56. Right-of-way for gas pipeline in the Borough of Old
Forge, Lackawanna County, from Joseph E. Mariotti Trustee, by
Indenture dated April 6, 1995 and recorded April 20, 1995 in
Lackawanna County Deed Book 1506 at Page 781.
(S) 57. Right-of-way for water pipeline in the Borough of
Dunmore, Lackawanna County, from Price Chopper Operating Co. of
PA. Inc. by Indenture dated April 26, 1995 and recorded June 8,
1995 in Lackawanna County Deed Book 1511 at Page 709.
(S) 58. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County, from Price Chopper Operating Co. of PA.
Inc., by Indenture dated April 26, 1995 and recorded June 8, 1995
in Lackawanna County Deed Book 1511 at Page 719.
(S) 59. Right-of-way for gas pipeline in the Borough of
Moosic, Lackawanna County, from Scranton Lackawanna Industrial
Building Company, by Indenture dated May 12, 1995 and recorded
June 8, 1995 in Lackawanna County Deed Book 1511 at Page 724.
(S) 60. Right-of-way for gas pipeline in the Borough of
Clarks Summit, Lackawanna County, from Richard C. Florey, et ux,
by Indenture dated May 19, 1995 and recorded June 8, 1995 in
Lackawanna County Deed Book 1511 at Page 714.
(S) 61. Right-of-way for gas pipeline in the Township of
Scott, Lackawanna County, from Robert J. Vail, et ux, by Inden-
ture dated June 19, 1995 and recorded August 4, 1995 in
Lackawanna County Deed Book 1517 at Page 744.
(S) 62. Right-of-way for water pipeline in the Township of
Scott, Lackawanna County, from Robert J. Vail, et ux, by Inden-
ture dated June 19, 1995 and recorded August 4, 1995 in
Lackawanna County Deed Book 1517 at Page 749.
(S) 63. Right-of-way for gas pipeline in the Township of
Abington, Lackawanna County, from Ronald Schack, et ux, by Inden-
ture dated June 20, 1995 and recorded August 4, 1995 in
Lackawanna County Deed Book 1517 at Page 754.
(S) 64. Right-of-way for gas pipeline in the Borough of Old
Forge, Lackawanna County, from Joseph J. Gentile, et ux, by
Indenture dated July 11, 1995 and recorded August 4, 1995 in
Lackawanna County Deed Book 1517 at Page 759.
(S) 65. Right-of-way for gas pipeline in the Borough of Dun-
more, Lackawanna County, from GNB Battery Technologies, Inc., by
Indenture dated July 18, 1995 and recorded September 1, 1995 in
Lackawanna County Deed Book 1520 at Page 630.
(S) 66. Right-of-way for water pipeline in the Borough of
Moosic, Lackawanna County, from Hemingway Development, by Inden-
ture dated August 7, 1995 and recorded September 1, 1995 in
Lackawanna County Deed Book 1520 at Page 647.
(S) 67. Right-of-way for gas pipeline in the Borough of
Moosic, Lackawanna County, from Hemingway Development, by Inden-
ture dated August 7, 1995 and recorded September 1, 1995 in
Lackawanna County Deed Book 1520 at Page 640.
(S) 68. Right-of-way for gas pipeline in the Borough of Old
Forge, Lackawanna County, from Mariotti Lumber Company, by Inden-
ture dated August 7, 1995 and recorded September 1, 1995 in
Lackawanna County Deed Book 1520 at Page 635.
IV
The following rights-of-way and/or easements situate in the
County of Lancaster and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the Township of
Warwick, Lancaster County, from Ivan Z. Stauffer and
Marie L. Stauffer (Stauffers) and Clyde Sauder, Arlene W. Sauder
and Earl W. Hostetter, Partners, as tenants in co-partnership
t/d/b/a Samuel N. Hostetter and Clyde Sauder, Partners,
(Hostetter and Sauder) by Indenture dated February 22, 1995 and
recorded March 27, 1995 in Lancaster County Deed Book 4593 at
Page 0382.
V
The following rights-of-way and/or easements situate in the
County of Luzerne and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the Borough of
Kingston, Luzerne County, from First Valley Bank, by Indenture
dated September 28, 1994 and recorded October 24, 1994 in Luzerne
County Deed Book 2508 at Page 449.
(S) 02. Right-of-way for gas pipeline in the Township of
Lehman, Luzerne County, from Bradly E. Bryant, et al, by Inden-
ture dated October 4, 1994 and recorded October 24, 1994 in
Luzerne County Deed Book 2508 at Page 445.
(S) 03. Right-of-way for gas pipeline in the City of Wilkes-
Barre and Township of Wilkes-Barre, Luzerne County, from
Carol Ciavarella, widow, by Indenture dated October 5, 1994 and
recorded October 24, 1994 in Luzerne County Deed Book 2508 at
Page 441.
(S) 04. Right-of-way for water pipeline in the Borough of
Exeter, Luzerne County, from The Greater Pittson Industrial &
Commerical Development Authority, et al, by Indenture dated
October 11, 1994 and recorded October 24, 1994 in Luzerne County
Deed Book 2508 at Page 436.
(S) 05. Right-of-way for gas pipeline in the Township of
Wright, Luzerne County, from Mark J. Luchi, et al, by Indenture
dated October 12, 1994 and recorded October 24, 1994 in Luzerne
County Deed Book 2508 at Page 431.
(S) 06. Right-of-way for water pipeline in the Township of
Wright, Luzerne County, from Mark J. Luchi, et al, by Indenture
dated October 12, 1994 and recorded October 24, 1994 in Luzerne
County Deed Book 2508 at Page 472.
(S) 07. Right-of-way for gas pipeline in the Borough of
Luzerne, Luzerne County, from Borough of Luzerne, by Indenture
dated October 13, 1994 and recorded October 24, 1994 in Luzerne
County Deed Book 2508 at Page 468.
(S) 08. Right-of-way for gas pipeline in the Borough of
Harveys Lake, Luzerne County, from Joseph Paglianite, by Inden-
ture dated October 14, 1994 and recorded October 24, 1994 in
Luzerne County Deed Book 2508 at Page 464.
(S) 09. Right-of-way for gas pipeline in the Township of
Newport, Luzerne County, from Edward E. James, Jr., et ux, by
Indenture dated October 17, 1994 and recorded October 24, 1994 in
Luzerne County Deed Book 2508 at Page 460.
(S) 10. Right-of-way for gas pipeline in the Borough of
Kingston, Luzerne County, from Daniel Pieretti, by Indenture
dated October 18, 1994 and recorded October 24, 1994 in Luzerne
County Deed Book 2508 at Page 456.
(S) 11. Right-of-way for gas pipeline in the Borough of
Avoca, Luzerne County, from Leo Murphy, et ux, by Indenture dated
October 24, 1994 and recorded November 4, 1994 in Luzerne County
Deed Book 2509 at Page 1198.
(S) 12. Right-of-way for gas pipeline in the Township of
Kingston, Luzerne County, from Gregson Amos, et ux, by Indenture
dated October 26, 1994 and recorded November 4, 1994 in Luzerne
County Deed Book 2510 at Page 1.
(S) 13. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Hampton Corners, by Indenture dated
October 31, 1994 and recorded December 21, 1994 in Luzerne County
Deed Book 2514 at Page 241.
(S) 14. Right-of-way for gas pipeline in the Township of
Hanover, Luzerne County, from Raymond M. Black, Sr., by Indenture
dated November 9, 1994 and recorded December 21, 1994 in Luzerne
County Deed Book 2514 at Page 246.
(S) 15. Right-of-way for gas pipeline in the Township of
Hanover, Luzerne County, from Paul V. Irzinski, et ux, by Inden-
ture dated November 14, 1994 and recorded December 2i, i994 in
Luzerne County Deed Book 25i4 at Page 289.
(S) 16. Right-of-way for gas pipeline in the Borough of
Luzerne, Luzerne County, from Richard M. Uter, et al, by Inden-
ture dated November 17, 1994 and recorded December 21, 1994 in
Luzerne County Deed Book 2514 at Page 281.
(S) 17. Right-of-way for gas pipeline in the Borough of
Luzerne, Luzerne County, from James Keller, et ux, by Indenture
dated November 17, 1994 and recorded December 21, 1994 in Luzerne
County Deed Book 2514 at Page 250.
(S) 18. Right-of-way for gas pipeline in the Township of
Lehman, Luzerne County, from Maplemoor, Inc., T/A Huntsville Golf
Club, by Indenture dated November 17, 1994 and recorded Decem-
ber 21, 1994 in Luzerne County Deed Book 2514 at Page 275.
(S) 19. Right-of-way for gas pipeline in the Township of
Dallas, Luzerne County, from James T. Reese, by Indenture dated
November 18, 1994 and recorded December 21, 1994 in Luzerne
County Deed Book 2514 at Page 271.
(S) 20. Right-of-way for gas pipeline in the Township of
Hanover, Luzerne County, from Nellie Fromel, by Indenture dated
November 18, 1994 and recorded December 21, 1994 in Luzerne
County Deed Book 2514 at Page 263.
(S) 21. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Mary Pensieri, by Indenture dated
December 1, 1994 and recorded December 21, 1994 in Luzerne County
Deed Book 2514 at Page 254.
(S) 22. Right-of-way for water pipeline in the Township of
Plains, Luzerne County, from Michael J. Milkanin, Jr., et al, by
Indenture dated December 5, 1994 and recorded December 21, 1994
in Luzerne County Deed Book 2514 at Page 258.
(S) 23. Right-of-way for gas pipeline in the Township of
Plains, Luzerne County, from Michael J. Milkanin, Jr., et al, by
Indenture dated December 5, 1994 and recorded December 21, 1994
in Luzerne County Deed Book 2514 at Page 297.
(S) 24. Right-of-way for gas pipeline in the Township of
Dallas, Luzerne County, from Township of Dallas by Indenture
dated December 7, 1994 and recorded February 7, 1995 in Luzerne
County Deed Book 2518 at Page 319.
(S) 25. Right-of-way for gas pipeline in the Township of
Dallas, Luzerne County, from Wilkes-Barre General Realty Corpora-
tion,by Indenture dated December 8, 1994 and recorded February 7,
1995 in Luzerne County Deed Book 2518 at Page 314.
(S) 26. Right-of-way for gas pipeline in the Borough of Forty
Fort, Luzerne County, from County of Luzerne, by Indenture dated
December 8, 1994 and recorded July 26, 1995 in Luzerne County
Deed Book 2534 at Page 562.
(S) 27. Right-of-way for gas pipeline in the Township of
Wilkes-Barre, Luzerne County, from John Giampietro, et al, by
Indenture dated December 9, 1994 and recorded December 21, 1994
in Luzerne County Deed Book 2514 at Page 285.
(S) 28. Right-of-way for gas pipeline in the Borough of
Plymouth, Luzerne County, from John A. Krasson, et ux, by Inden-
ture dated December 12, 1994 and recorded December 21, 1994 in
Luzerne County Deed Book 2514 at Page 267.
(S) 29. Right-of-way for gas pipeline in the Township of
Plains, Luzerne county, from Robert K. Mericle, by Indenture
dated December 13, 1994 and recorded December 21, 1994 in Luzerne
County Deed Book 2514 at Page 293.
(S) 30. Corrective Right-of-way for gas pipeline in the Town-
ship of Hanover, Luzerne County, from Raymond M. Black, Sr., by
Indenture dated January 11, 1995 and recorded February 7, 1995 in
Luzerne County Deed Book 2518 at Page 306.
(S) 31. Right-of-way for water pipeline in the Borough of
West Wyoming, Luzerne County, from Pagnotti Coal Company, by
Indenture dated January 25, 1995 and recorded February 7, 1995 in
Luzerne County Deed Book 2518 at Page 310.
(S) 32. Right-of-way for gas pipeline in the Township of
Plains, Luzerne County, from Bernard Hudler, by Indenture dated
January 31, 1995 and recorded March 9, 1995 in Luzerne County Deed
Book 2520 at Page 913.
(S) 33. Right-of-way for gas pipeline in the Borough of
Nescopeck, Luzerne County, from Ruth Creveling, by Indenture
dated February 1, 1995 and recorded February 7, 1995 in Luzerne
County Deed Book 2518 at Page 302.
(S) 34. Right-of-way for gas pipeline in the Borough of
Nescopeck, Luzerne County, from Dale C. Knelly, et ux, by Inden-
ture dated February 1, 1995 and recorded February 7, 1995 in
Luzerne County Deed Book 2518 at Page 323.
(S) 35. Right-of-way for water pipeline in the Township of
Wright, Luzerne County, from Richard Ayre, et ux, by Indenture
dated February 9, 1995 and recorded March 9, 1995 in Luzerne
County Deed Book 2520 at Page 908.
(S) 36. Right-of-way for gas pipeline in the Township of
Wright, Luzerne County, from Richard Ayre, et ux, by Indenture
dated February 9, 1995 and recorded March 9, 1995 in Luzerne
County Deed Book 2520 at Page 917.
(S) 37. Right-of-way for gas pipeline in the Township of
Plains, Luzerne County, from 315 Realty Corp., Inc. by Indenture
dated February 13, 1995 and recorded March 9, 1995 in Luzerne
County Deed Book 2520 at Page 900.
(5) 38. Right-of-way for gas pipeline in the Township of
Hanover, Luzerne County, from M. B. Investments, by Indenture
dated February 15, 1995 and recorded March 9, 1995 in Luzerne
County Deed Book 2520 at Page 904.
(S) 39. Right-of-way for gas pipeline in the Borough of
Luzerne, Luzerne County, from Gerald Kolman, et ux, by Indenture
dated March 23, 1995 and recorded April 19, 1995 in Luzerne
County Deed Book 2524 at Page 588.
(S) 40. Right-of-way for gas pipeline in the Borough of
Luzerne, Luzerne County, from James R. Shepherd, Sr., et al, by
Indenture dated March 23, 1995 and recorded April 19, 1995 in
Luzerne County Deed Book 2524 at Page 620.
(S) 41. Right-of-way for gas pipeline in the Township of
Plains, Luzerne County, from 315 Realty Corp., Inc., by Indenture
dated March 28, 1995 and recorded April 19, 1995 in Luzerne
County Deed Book 2524 at Page 592.
(S) 42. Right-of-way for gas pipeline in the Township of
Lehman, Luzerne County, from Maplemoor, Inc. T/A Huntsville Golf
Club, by Indenture dated March 28, 1995 and recorded April 19,
1995 in Luzerne County Deed Book 2524 at Page 601.
(S) 43. Right-of-way for water pipe line in the City of
Wilkes-Barre, Luzerne County, from Housing Authority of The City of
Wilkes-Barre, by Indenture dated April 3, 1995 and recorded
April 19, 1995 in Luzerne County Deed Book 2524 at Page 606.
(S) 44. Right-of-way for gas pipeline in the Township of
Wright, Luzerne County, from Eastern Consolidated Management
Corp., by Indenture dated April 11, 1995 and recorded April 19,
1995 in Luzerne County Deed Book 2524 at Page 610.
(S) 45. Right-of-way for water pipeline in the Township of
Wright, Luzerne County, from Eastern Consolidated Management
Corp., by Indenture dated April 11, 1995 and recorded April 19,
1995 in Luzerne County Deed Book 2524 at Page 615.
(S) 46. Right-of-way for gas pipeline in the Township of
Plains, Luzerne County, from Victoria Giovagnoli, widow, by
Indenture dated April 24, 1995 and recorded June 7, 1995 in
Luzerne County Deed Book 2529 at Page 207.
(S) 47. Right-of-way for gas pipeline in the Borough of
Dallas, Luzerne County, from M. Mercedes Kane, by Indenture dated
May 5, 1995 and recorded June 7, 1995 in Luzerne County Deed Book
2529 at Page 199.
(S) 48. Right-of-way for gas pipeline in the Borough of
Dallas, Luzerne County, from Robert E. Post, et ux, by Indenture
dated May 5, 1995 and recorded June 7, 1995 in Luzerne County
Deed Book 2529 at Page 203.
(S) 49. Right-of-way for water pipeline in the City of
Nanticoke, Luzerne County, from Daniel Markowski Jr., et ux, by
Indenture dated May 9, 1995 and recorded June 7, 1995 in Luzerne
County Deed Book 2529 at Page 195.
(S) 50. Right-of-way for gas pipeline in the Borough of
Dallas, Luzerne County, from Frank R. Orloski, Sr., et ux, by
Indenture dated May 9, 1995 and recorded June 7, 1995 in Luzerne
County Deed Book 2529 at Page 191.
(S) 51. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Dorthy C. Alstein, widow, by Inden-
ture dated May 12, 1995 and recorded June 7, 1995 in Luzerne
County Deed Book 2529 at Page 220.
(S) 52. Right-of-way for gas pipeline in the Borough of
Duryea, Luzerne County, from Stephen James Scoda, by Indenture
dated May 12, 1995 and recorded June 7, 1995 in Luzerne County
Deed Book 2529 at Page 211.
(S) 53. Right-of-way for gas pipeline in the Township of
Wilkes-Barre Luzerne County, from Cedar Associates, by Indenture
dated May 16, 1995 and recorded June 7, 1995 in Luzerne County
Deed Book 2529 at Page 183.
(S) 54. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Joseph C. Flynn, Jr., et ux, et al by
Indenture dated May 18, 1995 and recorded June 7, 1995 in Luzerne
County Deed Book 2529 at Page 187.
(S) 55. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from William Lamoreux, III, et ux, by
Indenture dated May 18, 1995 and recorded June 7, 1995 in Luzerne
County Deed Book 2529 at Page 179.
(S) 56. Right-of-way for gas pipeline in the Township of
Kingston, Luzerne County, from Maple Crest-Phase II Development
Company, by Indenture dated June 2, 1995 and recorded June 7,
1995 in Luzerne County Deed Book 2529 at Page 215.
(S) 57. Right-of-way for gas pipeline in the Township of
Fairview, Luzerne County, from Ruth Nobel, et vir, by Indenture
dated June 15, 1995 and recorded July 26, 1995 in Luzerne County
Deed Book 2534 at Page 567.
(S) 58. Right-of-way for gas pipeline in the Borough of
Plymouth, Luzerne County, from John C. Good, et ux, by Indenture
dated June 21, 1995 and recorded July 26, 1995 in Luzerne County
Deed Book 2534 at Page 571.
(S) 59. Right-of-way for gas pipeline in the Township of
Wright, Luzerne County, from Greater Wilkes-Barre Industrial
Fund, Inc. and Communication Microwave Corp., by Indenture dated
June 28, 1995 and recorded July 26, 1995 in Luzerne County Deed
Book 2534 at Page 579.
(S) 60. Right-of-way for gas pipeline in the Township of
Township, Luzerne County, from Robert K. Mericle, by Indenture
dated June 30, 1995 and recorded July 26, 1995 in Luzerne County
Deed Book 2534 at Page 575.
(S) 61. Right-of-way for water pipeline in the Township of
Fairview, Luzerne County, from Thomas A. Hollock, et ux, by
Indenture dated July 7, 1995 and recorded July 26, 1995 in
Luzerne County Deed Book 2534 at Page 548.
(S) 62. Right-of-way for gas pipeline in the Borough of Sugar
Notch, Luzerne County, from Esther P. Munson, by Indenture dated
July 13, 1995 and recorded July 26, 1995 in Luzerne County Deed
Book 2534 at Page 558.
(S) 63. Right-of-way for gas pipeline in the Township of
Kingston, Luzerne County, from Echo Valley Estates, Inc., by
Indenture dated July 27, 1995 and recorded September 1, 1995 in
Luzerne County Deed Book 2538 at Page 477.
(S) 64. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from McCarthy Tire Service Company, by
Indenture dated July 27, 1995 and recorded September 1, 1995 in
Luzerne County Deed Book 2538 at Page 455.
(S) 65. Right-of-way for gas pipeline in the Borough of
Kingston, Luzerne County, from William Barney Trustee, et al, by
Indenture dated August 1, 1995 and recorded September 1, 1995 in
Luzerne County Deed Book 2538 at Page 472.
(S) 66. Right-of-way for gas pipeline in the Borough of
Wyoming, Luzerne County, from John J. Rygiel, Executor, by Inden-
ture dated August 1, 1995 and recorded September 1, 1995 in
Luzerne County Deed Book 2538 at Page 459.
(S) 67. Right-of-way for gas pipeline in the Borough of
Plymouth, Luzerne County, from Borough of Plymouth, by Indenture
dated August 1, 1995 and recorded September 1, 1995 in Luzerne
County Deed Book 2538 at Page 467.
(S) 68. Right-of-way for water pipeline in the Township of
Pittston, Luzerne County, from Joseph A. Milhalka, et ux, by
Indenture dated August 5, 1995 and recorded September 1, 1995 in
Luzerne County Deed Book 2538 at Page 482.
(S) 69. Right-of-way for gas pipeline in the Borough of
Wyoming, Luzerne County, from Jacob Vinitsker, et ux, by Inden-
ture dated August 9, 1995 and recorded September 1, 1995 in
Luzerne County Deed Book 2538 at Page 494.
(S) 70. Right-of-way for gas pipeline in the City of Wilkes-
Barre, Luzerne County, from Harish Joshi, et al, by Indenture
dated August 14, 1995 and recorded September 1, 1995 in Luzerne
County Deed Book 2538 at Page 503.
(S) 71. Right-of-way for gas pipeline in the Township of
Newport, Luzerne County, from Edward H. Kerbaugh, et ux, by
Indenture dated August 21, 1995 and recorded September 1, 1995 in
Luzerne County Deed Book 2538 at Page 512.
(S) 72. Right-of-way for gas pipeline in the Township of
Wright, Luzerne County, from Richard Ayre, et ux, by Indenture
dated August 28, 1995 and recorded September 1, 1995 in Luzerne
County Deed Book 2538 at Page 577.
(S) 73. Right-of-way for gas pipeline in the Borough of
Plymouth, Luzerne County, from Susan A. Stravinsky and
Kurt Santayana, by Indenture dated August 29, 1995 and recorded
September 1, 1995 in Luzerne County Deed Book 2538 at Page 521.
VI
The following rights-of-way and/or easements situate in the
County of Lycoming and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from Industrial Properties Corpo-
ration, et al, by Indenture dated November 17, 1994 and recorded
December 22, 1994 in Lycoming County Deed Book 2364 at Page 302.
(S) 02. Right-of-way for gas pipeline in the City of
Williamsport, Lycominq County, from Marguerite L. Thompson, by
Indenture dated November 21, 1994 and recorded December 22, 1994
in Lycoming County Deed Book 2364 at Page 307.
(S) 03. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from David W. Himme1reich, et ux,
by Indenture dated November 21, 1994 and recorded December 22,
1994 in Lycoming County Deed Book 2364 at Page 310.
(S) 04. Right-of-way for gas pipeline in the Township of
Fairfield, Lycoming County, from Kevin P. Fenstermacher, et ux,
by Indenture dated December 8, 1994 and recorded December 22,
1994 in Lycoming County Deed Book 2364 at Page 313.
(S) 05. Right-of-way for gas pipeline in the Township of
Fairfield, Lycoming County, from Byron A. Singer, et ux, by
Indenture dated December 12, 1994 and recorded December 22, 1994
in Lycoming County Deed Book 2364 at Page 316.
(S) 06. Right-of-way for gas pipeline in the Township of
Fairfield, Lycoming County, from Robert D. Sitler, et ux, by
Indenture dated December 12, 1994 and recorded December 22, 1994
in Lycoming County Deed Book 2364 at Page 319.
(S) 07. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from J. K. Rishel Furniture Com-
pany, et al, by Indenture dated January 18, 1995 and recorded
March 10, 1995 in Lycoming County Deed Book 2393 at Page 234.
(S) 08. Right-of-way for gas pipeline in the Township of
Loyalsock, Lycoming County, from Jack E. Strouse, by Indenture
dated May 5, 1995 and recorded June 13, 1995 in Lycoming County
Deed Book 2433 at Page 187.
(S) 09. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from Warrior Run Development
Corporation ,by Indenture dated May 5, 1995 and recorded June 13,
1995 in Lycoming County Deed Book 2433 at Page 190.
(S) 10. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from Linn Street Manor Associates,
by Indenture dated May 5, 1995 and recorded June 13, 1995 in
Lycoming County Deed Book 2433 at Page 193.
(S) 11. Right-of-way for gas pipeline in the City of
Williamsport, Lycoming County, from Wegmans Food Markets, Inc.,
by Indenture dated June 2, 1995 and recorded June 13, 1995 in
Lycoming County Deed Book 2433 at Page 196.
(S) 12. Right-of-way for gas pipeline in the Township of
Muncy Creek, Lycoming County, from Muncy Valley Hospital, by
Indenture dated June 27, 1995 and recorded July 28, 1995 in
Lycoming County Deed Book 2457 at Page 20.
(S) 13. Right-of-way for gas pipeline in the Township of
Loyalsock, Lycoming County, from William L. Cuebas et ux, by
Indenture dated August 1, 1995 and recorded August 31, 1995 in
Lycoming County Deed Book 2474 at Page 313.
VII
The following rights-of-way and/or easements situate in the
County of Montour and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the Borough of
Danville, Montour County, from Danville Municipal Authority, by
Indenture dated September 14, 1994 and recorded November 7, 1994
in Montour County Record Book 179 at Page 1130.
VIII
The following rights-of-way and/or easements situate in the
County of Northumberland and Commonwealth of Pennsylvania, to
wit:
(S) 01. Right-of-way for gas pipeline in the City of Sunbury,
Northumberland County, from Sunbury Textile Mills, Inc., by
Indenture dated December 6, 1993 and recorded November 7, 1994 in
Northumberland County Record Book 982 at Page 032.
(S) 02. Right-of-way for gas pipeline in the Borough of
Turbotville, Northumberland County, from Susquehanna Valley
School Authority, by Indenture dated August 24, 1994 and recorded
February 6, 1995 in Northumberland County Record Book 991 at Page
663.
(S) 03. Right-of-way for gas pipeline in the Township of
Upper Augusta, Northumberland County, from Jeanne M. Broscious,
by Indenture dated October 15, 1994 and recorded November 7, 1994
in Northumberland County Record Book 982 at Page 025.
(S) 04. Right-of-way for gas pipeline in the City of Sunbury,
Northumberland County, from Pennsylvania Power & Light Company,
by Indenture dated October 17, 1994 and recorded November 7, 1994
in Northumberland County Record Book 982 at Page 028.
(S) 05. Right-of-way for gas pipeline in the Township of
Lewis, Northumberland County, from John Sensenig, et ux, by
Indenture dated October 25, 1994 and recorded November 7, 1994 in
Northumberland County Record Book 982 at Page 013.
(S) 06. Right-of-way for gas pipeline in the Township of
Lewis, Northumberland County, from Leon H. Zimmerman, et ux, by
Indenture dated October 25, 1994 and recorded November 7, 1994 in
Northumberland County Record Book 982 at Page 016.
(S) 07. Right-of-way for gas pipeline in the Borough of
Watsontown, Northumberland County, from Kenneth W. Blessing, Jr.,
et al, by Indenture dated October 25, 1994 and recorded Novem-
ber 7, 1994 in Northumberland County Record Book 982 at Page 019.
(S) 08. Right-of-way for gas pipeline in the Borough of
Watsontown, Northumberland County, from Franklin L. Harmon, Sr.,
by Indenture dated October 28, 1994 and recorded November 7, 1994
in Northumberland County Record Book 982 at Page 022.
(S) 09. Right-of-way for gas pipeline in the Township of
Point, Northumberland County, from Michae lR. Connelly, et ux, by
Indenture dated November 21, 1994 and recorded December 22, 1994
in Northumberland County Record Book 987 at Page 404.
(S) 10. Right-of-way for gas pipeline in the Borough of
Milton, Northumberland County, from Albert A. Posseda, et ux, by
Indenture dated November 28, 1994 and recorded February 6, 1995
in Northumberland County Record Book 991 at Page 670.
(S) 11. Right-of-way for gas pipeline in the Borough of
Milton, Northumberland County, from Brenda L. Reeder, by Inden-
ture dated November 28, 1994 and recorded February 6, 1995 in
Northumberland County Record Book 991 at Page 674.
(S) 12. Right-of-way for gas pipeline in the Township of
Point, Northumberland County, from Douglas W. Mertz, by Indenture
dated November 30, 1994 and recorded February 6, 1995 in
Northumberland County Record Book 991 at Page 660.
(S) 13. Right-of-way for gas pipeline in the Borough of
Watsontown, Northumberland County, from Lawrence S. Mattern, et
al, by Indenture dated December 19, 1994 and recorded Decem-
ber 22, 1994 in Northumberland County Record Book 987 at Page
401.
(S) 14. Right-of-way for gas pipeline in the Township of
Delaware, Northumberland County, from Russell F. Yordy Jr., et
ux, by Indenture dated January 5, 1995 and recorded February 6,
1995 in Northumberland County Record Book 991 at Page 677.
(S) 15. Right-of-way for gas pipeline in the Township of
Point, Northumberland County, from Gun Rack, Inc., by Indenture
dated January 5, i995 and recorded February 6, 1995 in
Northumberland County Record Book 991 at Page 680.
(S) 16. Right-of-way for gas pipeline in the Borough of
Turbotville, Northumberland County, from Florence M. Schell,
widow, by Indenture dated January 18, 1995 and recorded
February 6, 1995 in Northumberland County Record Book 991 at Page
684.
(S) 17. Right-of-way for gas pipeline in the Township of
Point Northumberland County, from Steven L. Vankirk, by Indenture
dated February 23, 1995 and recorded April 25, 1995 in
Northumberland County Record Book 999 at Page 820.
(S) 18. Right-of-way for gas pipeline in the Township of
Point, Northumberland County, from Benedict Cerven, et ux, by
Indenture dated March 16, 1995 and recorded April 25, 1995 in
Northumberland County Record Book 999 at Page 823.
(S) 19. Right-of-way for gas pipeline in the Township of
Point, Northumberland County, from Benedict Cerven, et ux, by
Indenture dated March 16, 1995 and recorded April 25, 1995 in
Northumberland County Record Book 999 at Page 826.
(S) 20. Right-of-way for gas pipeline in the Borough of
Northumberland, Northumberland County, from Kenneth L. Young, et
al, by Indenture dated March 24, 1995 and recorded April 25, 1995
in Northumberland County Record Book 999 at Page 829.
(S) 21. Right-of-way for gas pipeline in the Borough of
Northumberland, Northumberland County, from Branchview, Inc., by
Indenture dated April 7, 1995 and recorded April 25, 1995 in
Northumberland County Record Book 999 at Page 835.
(S) 22. Right-of-way for gas pipeline in the Township of
Lewis, Northumberland County, from Robert L. Kilgus, Jr., et ux,
by Indenture dated April 11, 1995 and recorded April 25, 1995 in
Northumberland County Record Book 999 at Page 832.
(S) 23. Right-of-way for gas pipeline in the Township of
Point; Northumberland County, from Kenneth Bollinger, et ux, by
Indenture dated May 13, 1995 and recorded June 6, 1995 in
Northumberland County Record Book 1005 at Page 472.
(S) 24. Right-of-way for gas pipeline in the Township of West
Chillisquaque, Northumberland County, from West Chillisquaque
Post No. 84, American Legion Home Association, by Indenture dated
June 13, 1995 and recorded July 25, 1995 in Northumberland County
Record Book 1011 at Page 559.
(S) 25. Right-of-way for gas pipeline in the Township of West
Chillisquaque, Northumberland County, from Crossroads Church of
the Nazarene of Lewisburg, by Indenture dated June 14, 1995 and
recorded July 25, 1995 in Northumberland County Record Book 1011
at Page 563.
IX
The following rights-of-way and/or easements situate in the
County of Snyder and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the Township of
Monroe, Snyder County, from Wal-Mart Stores, Inc., by Indenture
dated October 3, 1994 and recorded November 7, 1994 in Snyder
County Record Book 343 at Page 412.
(S) 02. Right-of-way for gas pipeline in the Township of
Monroe, Snyder County, from Lee C. Brouse, et ux, by Indenture
dated October 28, 1994 and recorded November 7, 1994 in Snyder
County Record Book 343 at Page 409.
(S) 03. Right-of-way for gas pipeline in the Borough of
Selinsgrove, Snyder County, from Gary L. Lenig, et ux, by
Indenture dated November 14, 1994 and recorded December 22, 1994
in Snyder County Record Book 345 at Page 410.
(S) 04. Right-of-way for gas pipeline in the Borough of
Selinsgrove, Snyder County, from Susquehanna University of The
Evangelical Lutheran Church, by Indenture dated July 26, 1995 and
recorded August 31, 1995 in Snyder County Record Book 358 at Page
4.
X
The following rights-of-way and/or easements situate in the
County of Susquehanna and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the Township of
Clifford, Susquehanna County, from Kent D. Maxwell, et ux, by
Indenture dated January 30, 1995 and recorded March 20, 1995 in
Susquehanna County Deed Book 518 at Page 70.
XI
The following rights-of-way and/or easements situate in the
County of Union and Commonwealth of Pennsylvania, to wit:
(S) 01. Right-of-way for gas pipeline in the Township of
Kelly, Union County, from Lewisburg Area School District, by
Indenture dated September 12, 1994 and recorded November 7, 1994
in Union County Record Book 390 at Page 95.
(S) 02. Right-of-way for gas pipeline in the Township of
White Deer, Union County, from Clyde S. Showers, et ux, by
Indenture dated May 31, 1995 and recorded June 6, 1995 in Union
County Record Book 418 at Page 101.
(S) 03. Right-of-way for gas pipeline in the Township of
White Deet, Union County, from Edward A. Doebler, Jr., et ux, by
Indenture dated May 31, 1995 and recorded June 6, 1995 in Union
County Record Book 418 at Page 105.
(S) 04. Right-of-way for gas pipeline in the Township of
Kelly, Union County, from Julia E. Sanders, Executrix, by Inden-
ture dated July 12, 1995 and recorded August 31, 1995 in Union
County Record Book 432 at Page 235.
(S) 05. Right-of-way for gas pipeline in the Township of
Kelly, Union County, from United Methodist Continuing Care Ser-
vices, by Indenture dated July 20, 1995 and recorded August 31,
1995 in Union County Record Book 432 at Page 240.
SAVING AND EXCEPTING, HOWEVER, FROM THE PROPERTY DESCRIBED OR
REFERRED TO ABOVE, all property which is reserved or excepted
from the lien and operation of the Indenture by virtue of the
exceptions contained in the Granting Clauses thereof.
TO HAVE AND TO HOLD the same, unto the Trustee and its
successors and assigns forever;
SUBJECT, HOWEVER, to permitted encumbrances as defined in the
Original Indenture and to any lien thereon existing, and to any
liens for unpaid portions of the purchase money placed thereon,
at the time of acquisition, and also subject to the provisions of
Article 12 of the Original Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in
the Indenture.
PROVIDED, HOWEVER, and these presents are upon the condition
that if the Company, its successors or assigns, shall pay or
cause to be paid unto the holders of bonds issued and to be
issued under the Indenture the principal and interest, and pre-
mium, if any, due or to become due in respect thereof at the
times and in the manner stipulated therein and shall keep, per-
form and observe all and singular the covenants and promises in
said bonds and in the Indenture expressed to be kept, performed
and observed by or on the part of the Company, then the Indenture
and the estates and rights hereby granted shall cease, determine
and be void, otherwise to be and remain in full force and effect.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between
the parties hereto that the Company will protect and make effec-
tive the lien intended to be created by the Indenture with
respect to all of the properties hereinabove described and that
all bonds are to be issued, authenticated, delivered and held,
and that all property subject or to become subject to the Inden-
ture is to be held, subject to the further covenants, conditions,
uses and trusts set forth in the Original Indenture as heretofore
supplemented, and as supplemented by this Thirtieth Supplemental
Indenture, in all respects as if said property was specifically
described in the Granting Clauses of the Original Indenture; and
the Company, for itself and its successors, doth hereby covenant
and agree to and with the Trustee, for the benefit of those who
hold said bonds as follows:
ARTICLE 1.
MISCELLANEOUS
(S) 1.01 The WITNESSETH granting clause of the Original
Indenture is hereby amended by:
(i) deleting the words "impounding, storing, transporting
and selling" in the eighth line of the third paragraph
thereof;
(ii) deleting the words "water, or in its business of" in
the ninth line of the third paragraph thereof;
(iii) deleting the words "all buildings, improvements,
standpipes, towers" in the first line of the fourth paragraph
there of;
(iv) deleting the second through sixth lines of the fourth
paragraph thereof;
(v) deleting the words "ing, transmission or distribution
of water;" in the seventh line of the fourth paragraph
thereof;
(vi) deleting the words "water or" in the fourteenth line of
the fourth paragraph thereof;
(vii) deleting the sixth paragraph thereof.
(S) 1.02 Section 1.02(m) of the Original Indenture is hereby
amended by deleting the words "water or" in the first and eighth
lines thereof.
(S) 1.03 Section 1.05 of the Original Indenture is hereby
amended by (i) deleting the words "water or" in the seventh and
thirteenth lines thereof and (ii) adding the words "except if
not" immediately after the word "case" in the seventh and tenth
lines thereof.
(S) 1.04 Section 1.05(a) (2) of the Original Indenture is
hereby amended by deleting the words "water or" in the fifth line
thereof.
(S) 1.05 Section 1.05(b) (4) of the Original Indenture is
hereby amended by deleting the words "water or" in the fifth line
thereof.
(S) 1.06 Section 1.05(b) (5) of the Original Indenture is
hereby amended by adding the word "and" immediately after the
semi-colon in the fifth line thereof.
(S) 1.07 Section 1.06(A) (1) of the Original Indenture is
hereby amended by (i) deleting the words "water and gas
businesses" in the second line thereof and (ii) substituting
therefor the words "gas business."
(S) 1.08 Section 1.06(A) (2) of the Original Indenture is
hereby amended by (i) deleting the word "businesses" in the
second line thereof and substituting therefor the word "business"
and (ii) deleting the words "the sum of twelve and one-half per
centum (121/2%) of the gross water operating revenues and" in the
fifteenth, sixteenth and seventeenth lines thereof.
(S) 1.09 Section 1.06(A) (4) of the Original Indenture is
hereby amended by deleting the words "water and gas businesses"
in the second and third lines thereof and substituting there or
he words "gas business."
(S) 1.10 The further proviso in Section 1.06 of the Original
Indenture is hereby amended by deleting the words "water and gas
businesses" in the second line of clause (b) thereof and
substituting therefor the words "gas business" in the second line
of clause (b) thereof.
(S) 1.11 Section 3.06(3) (B) (h) of the Original Indenture is
hereby amended by deleting the words "water or" in the second,
fifth, and tenth lines thereof.
(S) 1.12 Section 3.06(4) of the Original Indenture is hereby
amended by deleting the words "water or" in the third and
thirtieth lines thereof.
(S) 1.13 Section 3.07 of the Original Indenture is hereby
amended by adding the words "after the date of the consummation
of the sale by Pennsylvania Enterprises, Inc. ("PEI") and the
Company of the Company's regulated water utility operations and
certain related assets (the "Sale of the Water Business") to
Pennsylvania-American Water Company ("PAWC") pursuant to an Asset
Purchase Agreement dated as of April 26, 1995 (the "Asset Pur-
chase Agreement") among PEI, the Company, PAWC and American Water
Works Company, Inc." immediately after the word "cancellation" in
the eighth line thereof.
(S) 1.14 Section 3.07(2) of the Original Indenture is hereby
amended by adding the words "after the date of the consummation
of the Sale of the Water Business" immediately after the word
"cancellation" in the twelfth line thereof.
(S) 1.15 Section 4.07 of the Original Indenture is hereby
amended by deleting the words "water and" in the eighth line
thereof.
(S) 1.16 Section 4.10 of the Original Indenture is hereby
amended by:
(i) deleting the words "a sum equal to twelve and one-half
per centum (12 1/2%) of the gross water operating revenues (as
hereinafter defined) and" in the ninth, tenth and eleventh
lines of the first paragraph thereof;
(ii) by adding the words "after the date of the consumma-
tion of the Sale of the Water Business" immediately after the
word "cancelled" in the fourth line of subdivision (3) of the
first paragraph thereof;
(iii) adding the words "and; provided, further, that with
respect to the calendar year in which the Sale of the Water
Business is consummated, there shall be deemed to be two
accounting periods for purposes of the calculations set forth
in this Section, the first of which (the "Pre-Sale Period")
shall commence on January 1 of that year and shall continue
until the date immediately preceding the date of the
consummation of the Sale of the Water Business and the second
of which (the "Post-Sale Period") shall commence immediately
following the consummation of the Sale of the Water Business
and end on December 31 of that year; and provided, further,
that all calculations made under this (S) 4.10 (x) with
respect to the Pre-Sale Period shall be made in accordance
with the provisions of this Section as in effect on the date
prior to the date of the consummation of the Sale of the Water
Business and (y) with respect to the Post-Sale Period shall be
made in accordance with the provisions of this Section as in
effect immediately following the consummation of the Sale of
the Water Business." at the end of subdivision (4) of the
first paragraph thereof;
(iv) deleting the words "the amount of the gross water
operating revenues of the mortgaged property during such
accounting period; (b)" in the third, fourth and fifth lines
of the second paragraph thereof;
(v) deleting "(c)" in the seventh and fifteenth lines of
the second paragraph thereof and substituting therefor "(b)";
(vi) deleting "(d)" in the eighth and sixteenth lines of
the second paragraph thereof and substituting therefor "(c)";
(vii) deleting "(e)" in the eleventh and sixteenth lines of
the second paragraph thereof and substituting therefor "(d)";
(viii) adding the words "; provided, however, that as of the
date of the consummation of the Sale of the Water Business,
the cumulative excess credit balance shown by the last
preceding certificate of the Company (the certificate for the
Pre-Sale Period) shall be deemed to be zero and the Company's
calculation of excess credits for the Post-Sale Period and all
subsequent periods shall include only the amount of excess
credits after the date of the consummation of the Sale of the
Water Business" immediately after the word "hereunder" in the
thirteenth line of the second paragraph thereof;
(ix) deleting "(f)" in the fourteenth line of the second
paragraph thereof and the fourth line of the third paragraph
thereof and substituting therefor "(e)";
(x) by deleting the word "If" in the first line of the
sixth paragraph thereof and substituting therefor the words
"Except as otherwise provided in this Section, if";
(xi) deleting the words "terms'gross water operating
revenues' and" in the first line of the seventh paragraph
thereof and substituting therefor the word "term";
(xii) deleting the word "are" in the third line of the
seventh paragraph thereof and substituting therefor the word
"is";
(viii) deleting the words "water or" in the fourth, sixth,
seventh and eleventh lines of the seventh paragraph thereof;
(xiv) deleting the words "(as the case may be)" in the
fourth, fifth, sixth, eighth, eleventh and twelfth lines
thereof; and
(xv) deleting the words "water or" in the sixth line of the
eighth paragraph thereof.
(S) 1.17 Section 4.11 of the Original Indenture is hereby
amended by (i) deleting the words "water and" in the sixteenth
line thereof and (ii) adding the following proviso at the end
thereof: "; provided, however, that the foregoing shall not
restrict the Company from paying to PEI following the consumma-
tion of the Sale of the Water Business (i) an amount not to
exceed $85 million to enable the Company to repurchase shares of
its common stock, which funds would, in turn, be utilized by PEI
to repurchase shares of PEI common stock and (ii) a one-time
special dividend of a $30 million promissory note to reduce by
$30 million PEI's common shareholder's investment in the Company,
and that such payment and dividend shall not reduce the amount of
the earned surplus of theCompany for purposes of any determina-
tion thereof under this (S) 4.11."
(S) 1.18 Section 8.03 of the Original Indenture is hereby
amended by (i) deleting the words "water and" in the first and
second lines of the second paragraph thereof and (ii) adding the
following proviso at the end thereof: "Notwithstanding the fore-
going, nothing in this Indenture shall prevent the Company from
obtaining releases from the lien of this Indenture of (a) all
real and personal property of the Company which are not used
exclusively in the Company's gas utility operations and (b) all
real property of the Company which is the subject of the opera-
ting and maintenance easement agreement to be executed by the
Company and PAWC in connection with the Sale of the Water Busi-
ness (the releases referenced in clauses (a) and (b) of this pro-
viso are hereby collectively referred to herein as the "Special
Release"). Notwithstanding anything set forth in (S) 8.03, the
Company shall not be required to comply with the conditions set
forth in subdivisions (C), (D), (E), (F), (G) (2), (G) (4), or
(G) (5) of the first paragraph of (S) 8.03 or lines six through
twelve (other than the word "requested" in line six) of subdivi-
sion (G) (1) of the first paragraph of (S) 8.03 in connection
with obtaining the Special Release and the Trustee shall execute
and deliver the Special Release to the Company without receipt of
items set forth in subdivisions (C), (D), (E), (F), (G) (2) , (G)
(4), or (G) (5) of the first paragraph of (S) 8.03 and lines six
through twelve (except for the word "requested" in line six) of
subdivision (G) (1) of the first paragraph of (S) 8.03. In con-
nection with obtaining the Special Release, the Company shall
deliver to the Trustee (x) a certificate of the Company stating
the book value of the remaining property viz: all real and per-
sonal property of the Company which are used exclusively in con-
nection with the Company's gas utility operations, following the
release of the real and personal property which are the subject
of the Special Release and (y) a certificate of an independent
engineer stating that based upon the results of an appraisal
performed by such independent engineer, the aggregate fair value
of the remaining property following the release of the real and
personal property which are the subject of the Special Release
exceeds l66 2/3% of the aggregate principal amount of the bonds
issued under this Indenture which will be outstanding immediately
following the consummation of the Sale of the Water Business."
(S) 1.19 Section 8.11 of the Original Indenture is hereby
amended by adding the following paragraph at the end thereof.
"The provisions set forth in this (S) 8.11 shall not apply to any
consideration to be received by the Company in connection with
the properties which are the subject of the Special Release, the
Company shall not be required to pay any such consideration to
the Trustee and no part of any such consideration shall be deemed
to be "trust moneys" for purposes of this Indenture."
(S) 1.20 The amendments to the Original Indenture set forth
in (S) l.0l-(S) 1.19 hereof shall take effect on the date of the
consummation of the Sale of the Water Business and the Trustee
may conclusively rely on the certificate of an officer of the
Company that the Sale of the Water Business has been consummated.
(S) 1.21 The Trustee accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and
conditions in the Original Indenture and in this Thirtieth
Supplemental Indenture set forth. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Thirtieth Supplemental Indenture
or the due execution hereof by the Company, or for or in respect
of the recitals contained herein, all of which recitals are made
by the Company solely.
The Original Indenture as heretofore supplemented by twenty-
nine supplemental indentures and as supplemented by this
Thirtieth Supplemental Indenture is in all respects ratified and
confirmed, and the Original Indenture, toget:her with the thirty
indentures supplemental thereto, shall be read, taken and
construed as one and the same indenture.
(S) 1.21 This Thirtieth Supplemental Indenture may be
executed in any number of counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but
one and the same instrument.
Pennsylvania Gas and Water Company does hereby constitute and
appoint Thomas J. Ward to be its attorney for it, and in its name
and as and for its corporate act and deed to acknowledge this
Thirtieth Supplemental Indenture before any person having
authority by the laws of the Commonwealth of Pennsylvania to take
such acknowledgment, to the intent that the same may be duly
recorded, and First Trust of New York, National Association, does
hereby constitute and appoint Alfia Monastra to be its attorney
for it, and in its name and as and for its corporate act and deed
to acknowledge this Thirtieth Supplemental Indenture before any
person having authority by the laws of the State of New York to
take such acknowledgment, to the intent that the same may be duly
recorded.
IN WITNESS WHEREOF, said Pennsylvania Gas and Water Company
and said First Trust of New York, National Association have
caused this Supplemental Indenture to be signed in their
respective corporate names, and their respective corporate seals
to be hereunto affixed and attested by their respective officers
thereurLto duly authorized, all as of the day and year first
above written.
PENNSYLVANIA GAS AND
WATER COMPANY
/s/ John F. Kell, Jr.
By:
Name: John F. Kell, Jr.
Title: Vice President, Finance
{Corporate Seal)
Attest:
/s/ Thomas J. Ward
Secretary
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
/s/ Catherine F. Donohue
By:
Name: Catherine F. Donohue
Title: Vice President
{Corporate Seal}
Attest:
/s/ Alfia Monastra
Assistant Secretary
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF LUZERNE
SS.:
BE IT REMEMBERED that on the 12th day of December, A.D. 1995,
before the undersigned Notary Public in and for said County and
said Commonwealth, commissioned for and residing in the County of
Luzerne, personally came Thomas J. Ward, who, being duly sworn
according to law, doth depose and say that he was personally
present and did see the common or corporate seal of the above-
amed PENNSYLVANIA GAS AND WATER COMPANY affixed to the foregoing
Supplemental Indenture; that the seal so affixed is the common or
corporate seal of said PENNSYLVANIA GAS AND WATER COMPANY and was
so affixed by authority of said corporation as the act and deed
thereof; that the above-named John F. Kell, Jr. is the Vice
President, Finance of said corporation and did sign the said
Supplemental Indenture as such in the presence of this deponent;
that this deponent is the Secretary of the said corporation and
that the name of this deponent, above signed in attestation of
the due execution of the said Supplemental Indenture, is in this
deponent's own proper handwriting.
/s/ Thomas J. Ward
Thomas J. Ward
Sworn and subscribed before me
the day and year aforesaid.
/s! JoAnne McHale
Notary Public
NOTARIAL SEAL
JOANNE MCHALE, NOTARY PUBLIC
WILKES-BARRE, LUZURNE COUNTY
MY COMMISSION EXPIRES SEPT. 6, 1998
Member, Pennsylvania Association of Notaries
COMMONWEALTH OF PENNSYLVANIA COUNTY OF LUZERNE
SS.:
I HEREBY CERTIFY that on this 12th day of December, A.D. 1995,
before me, a Notary Public in and for said County and said
Commonwealth, commissioned for and residing in the County of
Luzerne, personally appeared Thomas J. Ward, the attorney named
in the foregoing Supplemental Indenture, and he, by virtue and in
pursuance of the authority therein conferred upon him,
acknowledged said Supplemental Indenture to be the act and deed
of the said PENNSYLVANIA GAS AND WATER COMPANY.
Witness my hand and notarial seal the day and year
aforesaid.
/s/ JoAnne McHale
Notary Public
NOTARIAL SEAL
JOANNE MCHALE, NOTARY PUBLIC
WILKES-BARRE, LUZURNE COUNTY
MY COMMISSION EXPIRES SEPT. 6, 1998
Member, Pennsylvania Association of Notaries
STATE OF NEW YORK
COUNTY OF NEW YORK
SS.:
BE IT REMEMBERED that on the 11th day of December, A.D. 1995,
before the undersigned Notary Public in and for said County and
State, commissioned for the County of New York, personally came
Alfia Monastra who, being duly sworn according to law, doth
depose and say that she was personally present and did see the
corporate seal of the above-named FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION, affixed to the foregoing Supplemental
Indenture; that the seal so affixed is the corporate seal of
said FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, and was so
affixed by authority of said corporation as the act and deed
thereof; that the above-named Catherine F. Donohue is a Vice
President of said corporation and did sign the said Supplemental
Indenture as such in the presence of this deponent; that this
deponent is an Assistant Secretary of said corporation and that
the name of this deponent, above signed in attestation of the due
execution of the said Supplemental Indenture, is in this
deponent's own proper handwriting.
/s/ Alfia Monastra
Alfia Monastra
Sworn and subscribed before me
the day and year aforesaid.
NOTARIAL SEAL
JOANNE E. ILSE
NOTARY PUBLIC, STATE OF NEW YORK
NO. 011L5018680
QUALIFIED IN QUEENS COUNTY
COMMISSION EXPIRES
OCTOBER 4, 1997
/s/ Joanne E. Ilse
Notary Public
STATE OF NEW YORK
COUNTY OF NEW YORK
SS.:
I HEREBY CERTIFY that on this 11th day of December, A.D. 1995,
before me, a Notary Public in and for said County and State,
commissioned for the County of New York, personally appeared
Alfia Monastra, the attorney named in the foregoing Supplemental
Indenture, and she, by virtue and in pursuance of the authority
therein conferred upon her, acknowledged said Supplemental
Indenture to be the act and deed of the said FIRST TRUST OF NEW
YORK, NATIONAL ASSOCIATION.
Witness my hand and notarial seal the day and year aforesaid.
/s/ Joanne E. Isle
Notary Public
NOTARIAL SEAL
JOANNE E. ILSE
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01IL5018680
QUALIFIED IN QUEENS COUNTY
COMMISSION EXPIRES
OCTOBER 4, 1997
CERTIFICATE OF RESIDENCE
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION hereby certifies
that its precise name and address as Trustee hereunder are: FIRST
TRUST OF NEW YORK, NATIONAL ASSOCIATION, 100 WALL STREET, SUITE
1600, NEW YORK, NEW YORK 10005.
/s/ Catherine F. Donohue
By: Name: Catherine F. Donohue
Title: Vice President
<PAGE>
THIRTY-FIRST SUPPLEMENTAL INDENTURE
Dated as of November 4, 1999
(Supplemental to Indenture Dated as of March 15, 1946)
SOUTHERN UNION COMPANY
(successor to PG Energy, Inc., formerly Pennsylvania Gas and
Water Company)
TO
U.S. BANK TRUST, NATIONAL ASSOCIATION
(Formerly, First Trust of New York, National Association)
Trustee
THIRTY-FIRST SUPPLEMENTAL INDENTURE, dated as of the 4th day
of November, 1999, made by and between SOUTHERN UNION COMPANY, a
corporation organized and existing under the laws of the State of
Delaware (the "Company"), that on November 4, 1999, acquired PG
ENERGY INC. (formerly Pennsylvania Gas and Water Company), a cor-
poration organized and existing under the laws of the Common-
wealth of Pennsylvania ("PG Energy") pursuant to an Agreement of
Merger, dated June 7, 1999, with Pennsylvania Enterprises, Inc.,
the parent company of PG Energy ("Parent"), whereby Parent was
merged with and into the Company and PG Energy was then merged
into the Company, with the Company as the surviving corporation
and successor to PG Energy (the "Merger"), and U.S. BANK TRUST,
NATIONAL ASSOCIATION (formerly, First Trust of New York, National
Association), a national banking association organized and
existing under the laws of the United States, and having its
principal place of business at 100 Wall Street, Suite 1600, in
The City of New York, New York, as Trustee (hereinafter sometimes
called the "Trustee").
WHEREAS, PG Energy executed and delivered its Indenture (here-
inafter called the "Original Indenture"), dated as of March 15,
1946, to Morgan Guaranty Trust Company of New York ("Morgan")
(formerly Guaranty Trust Company of New York), to secure its
First Mortgage Bonds and executed and delivered thirty indentures
supplemental thereto, dated respectively as of February 15, 1951;
as of September 15, 1951; as of January 15, 1952; as of March 15,
1952; as of June 15, 1952; as of December 1, 1954; as of
April 15, 1956; as of November 15, 1956; as of March 15, 1957; as
of September 1, 1958; as of April 15, 1959; as of July 15, 1960;
as of October 31, 1961; as of December 15, 1961; as of
December 15, 1963; as of June 15, 1966; as of October 15, 1967;
as of May 1, 1970; as of June 1, 1972; as of March 1, 1976; as of
December 1, 1976; as of August 15, 1989; as of August 15, 1989;
as of September 1, 1991; as of September 1, 1992; as of
December 1, 1992; as of December 1, 1992; as of December 1, 1993;
as of November 1, 1994 and December 1, 1995 (the Original Inden-
ture as heretofore supplemented and to be supplemented by this
Thirty-First Supplemental Indenture, and as the same may be
further supplemented by additional indentures supplemental there-
to, being hereinafter collectively called the "Indenture"); and
WHEREAS, PG Energy, Morgan and the Trustee executed and
delivered the Resignation, Successor Appointment and Acceptance
Agreement dated as of September 2, 1994, pursuant to which the
Trustee became successor trustee under the Original Indenture;
and
WHEREAS, PG Energy, at November 4, 1999 (i) had retired all of
the original issue of $24,500,000 principal amount of bonds of a
series designated First Mortgage Bonds 2 7/8% Series due 1976
(hereinafter called "bonds of the First Series"), all of the
original issue of $4,000,000 principal amount of bonds of a
series designated First Mortgage Bonds 3 1/2% Series due 1982,
all of the original issue of $1,000,000 principal amount of bonds
of a series designated First Mortgage Bonds 4 7/8% Series due
1987, all of the original issue of $2,000,000 principal amount of
bonds of a series designated First Mortgage Bonds 4 3/4% Series
due 1983, all of the original issue of $3,000,000 principal
amount of bonds of a series designated First Mortgage Bonds
5 1/2% Series due 1985, all of the original issue of $3,000,000
principal amount of bonds of a series designated First Mortgage
Bonds 5% Series due 1986, all of the original issue of $5,000,000
principal amount of bonds of a Series designated First Mortgage
Bonds 4 5/8% Series due 1988, all of the original issue of
$4,000,000 principal amount of bonds of a series designated First
Mortgage Bonds 5 7/8% Series due 1991, all of the original issue
of $15,000,000 principal amount of bonds of a series designated
First Mortgage Bonds 9% Series due 1991, all of the original
issue of $10,000,000 principal amount of bonds of a series desig-
nated First Mortgage Bonds 6 7/8% Series due 1992, all of the
original issue of $12,000,000 principal amount of bonds of a
series designated First Mortgage Bonds 10% Series due 1995, all
of the original issue of $20,000,000 principal amount of bonds of
a series designated First Mortgage Bonds 9 1/4% Series due 1996,
all of the original issue of $7,000,000 principal amount of bonds
of a series designated First Mortgage Bonds 8% Series due 1997,
all of the original issue of $50,000,000 principal amount of
bonds of a series designated First Mortgage Bonds 9.57% Series
due 1996, all of the original issue of $10,000,000 principal
amount of bonds of a series designated First Mortgage Bonds 9.23%
Series due 1999, all of the original issue of $50,000,000 princi-
pal amount of bonds of a series designated First Mortgage Bonds
7.20% Series due 2017, all of the original issue of $30,000,000
principal amount of bonds of a series designated First Mortgage
Bonds 7.125% Series due 2022, all of the original amount of
$19,000,000 principal amount of bonds of a series designated
First Mortgage Bonds 6.05% Series due 2019, and all of the
original amount of $30,000,000 principal amount of bonds of a
series designated First Mortgage Bonds 7% Series due 2017; and
(ii) had outstanding and secured by the Original Indenture, as so
supplemented to the date hereof, $15,000,000 (of an original
issue of $15,000,000) principal amount of bonds of a series
designated First Mortgage Bonds 9.34% Series due 2019, and
$30,000,000 (of an original issue of $30,000,000) principal
amount of bonds of a series designated First Mortgage Bonds
8.375% Series due 2002; and
WHEREAS, Section 12.02 of the Original Indenture provides,
that in case PG Energy, pursuant to Section 12.01 of the Original
Indenture, shall merge into any other corporation, the corpora-
tion into, which PG Energy is merged shall cause a supplemental
indenture to be recorded with the Trustee, satisfactory to the
Trustee, whereby such successor corporation shall assume and
agree to pay, duly and punctually, the principal and interest of
the bonds issued under the Indenture in accordance with the
provisions of said bonds and coupons and the indenture, and shall
agree to perform and fulfill all the covenants and conditions of
the Indenture binding upon PG Energy; and shall succeed to and be
substituted for PG Energy, with the same effect as if it had been
named therein as the mortgagor company; and
WHEREAS, Section 12.03 of the Original Indenture provides,
that in case PG Energy, pursuant to Section 12.01 of the Original
Indenture, shall merge into any other corporation, neither the
Indenture nor any supplemental indenture executed pursuant to
Section 12.02 shall become and be a lien upon any of the
properties or franchises of the successor corporation, with the
exceptions specifically set forth in Section 12.03 in regard to
changes to the previously mortgaged property of PG Energy; and
WHEREAS, Section 14.01 of the Original Indenture provides,
among other things, that the Company, as successor Company to PG
Energy, when authorized by a resolution of its Board of
Directors, and the Trustee from time to time may enter into an
indenture or indentures supplemental thereto and which thereafter
shall form a part thereof, for among other things, the purposes
set forth in Sections 14.01(f),(h) and (k) of the Indenture,
provided that such modifications have been approved in accordance
with Article 15 of the Original Indenture by the holders of bonds
issued and outstanding under the Indenture; and
WHEREAS, Section 14.02 of the Original Indenture provides that
the Trustee is authorized to join with the Company, as successor
Company to PG Energy, in the execution of any such supplemental
indenture and
WHEREAS, all requirements of law and of the restated articles
of incorporation, as amended, and by-laws of the Company,
including all requisite action on the part of its directors and
officers, relating to the execution of this Thirty-First Supple-
mental Indenture have been complied with and observed, all
approvals of holders of bonds issued and outstanding under the
Indenture required pursuant to Article 15 of the Original Inden-
ture in connection with this Thirty-First Supplemental Indenture
have been obtained, and all things necessary to make this Thirty-
First Supplemental Indenture a valid and legally binding instru-
ment in accordance with its terms for the security of all bonds
from time to time issued under the Indenture have happened, been
done and been performed;
NOW THEREFORE, THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
ARTICLE I.
MISCELLANEOUS
(S) 1.01 Pursuant to Section 12.02 of the Indenture, the
Company agrees that as of the date of the Merger, it assumes and
agrees to pay, duly and punctually, the principal and interest of
the bonds issued under the Indenture in accordance with the pro-
visions of said bonds and coupons and the Indenture, and agrees
to perform and fulfill all the covenants and conditions of the
Indenture binding upon PG Energy; and succeeds to and is substi-
tuted for PG Energy, with the same effect as if it had been named
as the mortgagor company. Pursuant to Section 12.03 of the
Indenture, neither the Indenture nor the Thirty-First Supplemen-
tal Indenture shall become and be a lien upon any of the
properties or franchises of the Company as the successor company
to PG Energy, other than the exceptions specifically set forth in
Section 12.03 with regard to changes to the previously mortgaged
property of PG Energy.
(S) 1.02 Section 4.10 of the Indenture is hereby deleted in
its entirety.
(S) 1.03 Section 4.11 of the indenture is hereby amended by
deleting all of the words that follow the phrase "or bonds of the
7% Series due 2017 shall be outstanding," and substituting the
following words:
"the Company will not (and with respect to clause (ii) will
not permit any Subsidiary to) directly or indirectly (i) declare
or pay any dividend on or make any distribution to the holders
of, any shares of its Capital Stock (other than dividends and
distributions payable solely in shares of its Capital Stock
(other than Redeemable Stock) or in options, warrants or other
rights to acquire in Capital Stock (other than Redeemable Stock))
or (ii) purchase, redeem or otherwise acquire or retire for
consideration any shares of the Company's Capital Stock (each of
the foregoing being referred to herein as a "Restricted Payment")
unless, at the time of and after giving effect to such Restricted
Payment, (1) no Default or Event of Default shall have occurred
and be continuing and (2) the aggregate amount of all such
Restricted Payments at the time of such Restricted Payment does
not exceed the sum of (A) 50% of the cumulative consolidated net
income, determined in accordance with generally accepted
accounting principles, of the Company from January 31, 1994
through the last day (the "Cut-Off Date") of the second fiscal
quarter during which the Company's Equity to Funded Indebtedness
Ratio exceeded 0.73 to 1 (or, if such consolidated net income is
a loss during such period, minus 100% of such loss) (B) 100% of
the cumulative consolidated net income of the Company after the
Cut-Off Date (or, if such consolidated net income is a loss
during such period, minus 100% of such loss), plus (B) the
aggregate net proceeds to the Company from sales of its Capital
Stock, (other than Redeemable Stock and Capital Stock sold to a
subsidiary) after January 31, 1994. This covenant will cease to
be applicable to the bonds if and to the extent this covenant is
no longer applicable to the Company's 7.60% Senior Notes due
2024, whether by way of defeasance, amendment or discharge.
'Capital Stock' means any and all shares, interests, partici-
pation, or other equivalents (however designated) whether now
outstanding or issued after the date of this Indenture.
'Equity to Funded Indebtedness Ratio' means the ratio of the
Company's total common stockholders' equity to the Company's
consolidated Funded Indebtedness.
'Funded Indebtedness' means indebtedness that matures more
than one year from the date of determination.
'Redeemable Stock' means any class or series of Capital Stock
that by its terms or otherwise is required to be redeemed prior
to the stated maturity of the securities or is redeemable at the
option of the holder thereof at any time prior to the stated
maturity of the securities."
(S) 1.04 Section 4.16 of the Indenture is deleted in its
entirety.
(S) 1.05 Section 4.21 of the Indenture is deleted in its
entirety.
(S) 1.06 Section 4.22 of the Indenture is amended to add the
following language at the end of that section:
"Notwithstanding anything contained with subdivision (i) of
Section 1.03, any certificate or supporting data delivered to
the Trustee pursuant to this Section 4.22 may be provided by
officers of the Company and not independent accountants or
engineers as defined in this Indenture."
(S) 1.07 A new section, Section 4.24, shall be added to the
Indenture which shall read as follows:
"The Company covenants and agrees that it shall not, so long
as any of the First Mortgage Bonds 8.375% Series due 2002 or the
First Mortgage Bonds 9.34% Series due 2019 are outstanding, issue
any additional bonds under this Indenture.
(S) 1.08 The amendments to the Indenture set forth in
(S) 1.01 - (S) 1.07 hereof shall take effect on the date of the
consummation of the Merger and the Trustee may conclusively rely
on the certificate of an officer of the Company that the Merger
has been consummated.
(S) 1.09 The Trustee accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and condi-
tions in the Original Indenture and in this Thirty-First Supple-
mental Indenture set forth. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or
sufficiency of this Thirty-First Supplemental Indenture or the
due execution hereof by the Company, or for in respect of the
recitals contained herein, all of which recitals are made by the
Company solely.
The Original Indenture as heretofore supplemented by thirty
supplemental indentures and as supplemented by this Thirty-First
Supplemental Indenture is in all respects ratified and confirmed
and the Original Indenture, together with the thirty-one inden-
tures supplemental thereto, shall be read, taken and construed as
one and the same indenture.
(S) 1.10 This Thirty-First Supplemental Indenture may be
executed in any number of counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but
one and the same instrument.
Southern Union Company does hereby constitute and appoint
Dennis K. Morgan to be its attorney for it, and in its name and
as and for its corporate act and deed to acknowledge this Thirty-
First Supplemental Indenture before any person having authority
by the laws of the State of Texas to take such acknowledgment, to
the intent that the same may be duly recorded, and U.S. Bank
Trust, National Association, does hereby constitute and appoint
Patrick J. Crowley to be its attorney for it, and in its name and
as and for its corporate act and deed to acknowledge this Thirty-
First Supplemental Indenture for any person having authority by
the laws of the State of New York to take such acknowledgment, to
the intent that the same may be duly recorded.
IN WITNESS WHEREOF, said Southern Union Company and said First
Trust of New York, National Association have caused this Supple-
mental Indenture to be signed in their respective corporate
names, and their respective corporate seals to be hereunto
affixed and attested by their respective officers thereunto duly
authorized, all as of the day and year first above written.
[Remainder of this Page Intentionally Left Blank]
<PAGE>
[Signature Page for Thirty-First Supplemental Indenture]
SOUTHERN UNION COMPANY
By: RONALD J. ENDRES
-----------------------------
Name: Ronald J. Endres
Title: Executive Vice President and
Chief Financial Officer
(Corporate Seal)
Attest:
DENNIS K. MORGAN
- ----------------
Dennis K. Morgan, Secretary
US BANK TRUST,
NATIONAL ASSOCIATION
By: P. J. CROWLEY
----------------------------------
Name: P. J. Crowley
Title: Vice President
(Corporate Seal)
Attest:
KENNETH M. RACIOPPO
- -------------------
Kenneth M. Racioppo
Assistant Vice President
<PAGE>
STATE OF TEXAS
COUNTY OF TRAVIS
ss:
BE IT REMEMBERED that on the 4th day of November 1999, before
the undersigned Notary Public in and for said County and said
State, commissioned for and residing in the County of Travis
personally came Dennis K. Morgan, who, being duly sworn according
to law, doth depose and say that be or she was personally present
and did see the common or corporate seal of the above-named
SOUTHERN UNION COMPANY affixed to the foregoing Supplemental
Indenture; that the seal so affixed is the common or corporate
seal of said SOUTHERN UNION COMPANY and was so affixed by
authority of said corporation as the act and deed thereof, that
the above-named Ronald J. Endres is the Executive Vice President
and Chief Financial Officer of said corporation and did sign the
said Supplemental Indenture as such in the presence of this
deponent; that this deponent is the Senior Vice President - Legal
and Secretary of the said corporation and that the name of this
deponent, above signed in attestation of the due execution of the
said Supplemental Indenture, is in this deponent's own proper
handwriting.
DENNIS K. MORGAN
----------------
Dennis K. Morgan
Sworn and subscribed before me
the day and year aforesaid.
JOAN K. SHERBENOU
-----------------
Notary Public
NOTARIAL SEAL
Joan K. Sherbenou, NOTARY PUBLIC
STATE OF TEXAS, TRAVIS COUNTY
MY COMMISSION EXPIRES January 27, 2003
Member, Texas Association of Notaries
<PAGE>
STATE OF TEXAS
COUNTY OF TRAVIS
ss:
I HEREBY CERTIFY that on this 4th day of November, A.D., 1999,
before me, a Notary Public in and for said County and said State,
commissioned for and residing in the county of Travis, personally
appeared Dennis K. Morgan, the attorney named in the foregoing
Supplemental indenture, and he or she, by virtue and in pursuance
of the authority therein conferred upon him or her, acknowledged
said Supplemental Indenture to be the act and deed of the said
SOUTHERN UNION COMPANY.
Witness my hand and notarial seal the day and year aforesaid.
JOAN K. SHERBENOU
-----------------
Notary Public
NOTARIAL SEAL
Joan K. Sherbenou, NOTARY PUBLIC
STATE OF TEXAS, TRAVIS COUNTY
MY COMMISSION EXPIRES January 27, 2003
<PAGE>
STATE OF NEW YORK
COUNTY OF KINGS
ss:
BE IT REMEMBERED that on the 4 day of November, A.D. 1999,
before the undersigned Notary Public in and for said County
commissioned for and residing in the County of Kings, personally
came Kenneth M. Racioppo, who, being duly sworn according to law,
doth depose and say that he or she was personally present and did
see the common or corporate seal of the abovenamed U.S. BANK
TRUST, NATIONAL ASSOCIATION affixed to the foregoing Supplemental
Indenture; that the seal so affixed is the corporate seal of said
U.S. BANK TRUST, NATIONAL ASSOCIATION and was so affixed by
authority of said corporation as the act and deed thereof that
the above-named P. J. Crowley is the Vice President of said
corporation and did sign the said Supplemental Indenture as such
in the presence of this deponent; that this deponent is the
Assistant Vice President of the said corporation and that the
name of this deponent, above signed in attestation of the due
execution of the said Supplemental Indenture, is in this
deponent's own proper handwriting.
KENNETH M. RACIOPPO
-------------------
Sworn and subscribed before me
the day and year aforesaid.
PATRICIA V. COWART
------------------
Notary Public
NOTARIAL SEAL
PATRICIA V. COWART
------------------
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01005085376
QUALIFIED IN KINGS COUNTY
COMMISSION EXPIRES
September 22, 2001
<PAGE>
STATE OF NEW YORK
COUNTY OF KINGS
ss:
I HEREBY CERTIFY that on this 4 day November, A.D., 1999,
before me, a Notary Public in and for said County, commissioned
for the County of Kings, personally appeared Kenneth M. Racioppo
attorney named in the foregoing Supplemental Indenture, and he or
she, by virtue and in pursuance of the authority therein con-
ferred upon him or her, acknowledged said Supplemental Indenture
to be the act and deed of the said U.S. BANK TRUST, NATIONAL
ASSOCIATION.
Witness my hand and notarial seal the day and year aforesaid.
PATRICIA V. COWART
------------------
Notary Public
NOTARIAL SEAL
PATRICIA V. COWART
------------------
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01005085376
QUALIFIED IN KINGS COUNTY
COMMISSION EXPIRES
September 22, 2001
<PAGE>
CERTIFICATE OF RESIDENCE
U.S. BANK TRUST, NATIONAL ASSOCIATION hereby certifies that
its precise name and address as Trustee hereunder are: U.S. BANK
TRUST, NATIONAL ASSOCIATION, 100 WALL STREET, SUITE 1600, NEW
YORK, NEW YORK 10005.
By: P. J. CROWLEY
---------------------
Name: P. J. Crowley
Title: Vice President
<PAGE>
<PAGE>
EXHIBIT 10-34
PENNSYLVANIA GAS AND WATER COMPANY
BOND PURCHASE AGREEMENT
Dated September 1, 1989
First Mortgage Bonds 9.231 Series due 1999
and
First Mortgage Bonds 9.341 Series due 2019
<PAGE>
PENNSYLVANIA GAS AND WATER COMPANY
Wilkes Barre Center
39 Public Square
Wilkes-Barre, Pennsylvania 18711 0601
September 1, 1989
Allstate Life Insurance Company
Allstate Plaza West J 2A
Northbrook, Illinois 60062
Attn: Taxable Fixed Income-
Private Placements
Allstate Life Insurance Company
of New York
Allstate Plaza West J-2A
Northbrook, Illinois 60062
Attn: Taxable Fixed Income-
Private Placements
Dear Sirs:
The undersigned, Pennsylvania Gas and Water Company (formerly
Scranton-Spring Brook Water Service Company), a Pennsylvania
corporation (the "Company"), hereby confirms its agreement with
you as follows regarding the issuance and sale by the Company and
the purchase by you of the Company's First Mortgage Bonds, as set
forth on Schedule I hereto. This letter agreement is hereinafter
referred to as this "Agreement".
1. The Company has authorized the issuance of (i) $10,000,000
principal amount of its First Mortgage Bonds 9.23% Series due
1999 (the "9.23% Series Bonds") and (ii) $15,000,000 principal
amount of its First Mortgage Bonds 9.34% Series due 2019 (the
"9.34% Series Bonds") (the 9.23% Series Bonds and the 9.34%
Series Bonds are collectively referred to herein as the "Bonds"),
each issue to be issued under and secured by the Indenture of
Mortgage and Deed of Trust, dated as of March 15, 1946, from the
Company to Guaranty Trust Company of New York (now Morgan
Guaranty Trust Company of New York), as Trustee (the "Trustee"),
as supplemented by twenty-one supplemental indentures, and as to
be supplemented by (x) a Twenty-Second Supplemental Indenture to
be dated as of August 15, 1989 (the "Twenty-Second Supplemental
Indenture") substantially in the form of Exhibit A hereto and (y)
a Twenty-Third Supplemental Indenture to be dated as of
August 15, 1989 (the "Twenty-Third Supplemental Indenture") sub-
stantially in the form of Exhibit B hereto. The 9.23% Series
Bonds and the 9.34% Series Bonds shall be dated, shall mature,
shall bear interest, shall be payable and shall contain and be
subject to such other terms and provisions as are provided in the
Twenty-Second Supplemental Indenture and the Twenty-Third Supple-
mental Indenture, respectively. The Indenture of Mortgage and
Deed of Trust as heretofore supplemented and as to be supple-
mented by the Twenty Second Supplemental Indenture and the
Twenty-Third Supplemental Indenture are collectively referred to
herein as the "Mortgage Indenture".
2. Subject to the terms and conditions set forth herein, the
Company will issue and sell to you, and you will purchase from
the Company, the aggregate principal amount of the Bonds set
forth opposite your name on Schedule I hereto at a purchase price
of 100% of the principal amount thereof, such purchase price to
be paid by wire transfer of immediately available funds to the
Company's account number 144-0-23156 designated Pennsylvania Gas
and Water Company maintained at Manufacturers Hanover Trust Com-
pany, 4 New York Plaza, New York, New York, against delivery to
Sonnenschein Carlin Nath & Rosenthal, as your agent, of a fully-
registered and duly authenticated bond certificate or certifi-
cates evidencing the principal amount of the Bonds to be
purchased by you, such certificate or certificates to be regis-
tered in your name or that of your nominee as specified in
Schedule I hereto.
3. The consummation of the transactions contemplated herein
(the "closing"), shall take place at the offices of Hughes
Hubbard & Reed, One Wall Street, New York, New York 10005, at
10:00 a.m. Eastern Daylight Time, on September 1, 1989 or such
other date, time and place as shall be mutually determined by you
and the Company. The date on which the Closing shall take place
is referred to herein as the "Closing Date".
4. The Company hereby represents and warrants to each of you
that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the Common-
wealth of Pennsylvania and is duly authorized to transact its
business in said Commonwealth. The Company is not qualified
as a foreign corporation in any jurisdiction, there being no
jurisdiction where the ownership or character of its
properties or the nature of its business or activities makes
such qualification necessary. The Company has the requisite
corporate power and authority to own and operate its
properties, to carry on its business as now conducted and as
presently proposed to be conducted, to enter into this Agree-
ment, to issue and sell the Bonds to you and to carry out the
terms hereof and thereof.
(b) The Company has heretofore delivered to you and your
special counsel, and you hereby acknowledge receipt of, com-
plete and correct copies of (i) the Company's Annual Report on
Form 10 K for the fiscal year ended December 31, 1988 (the
"Form 10-K"), (ii) the Company's Quarterly Report on Form l0 Q
for the fiscal quarter ended March 31, 1989 (the "March 31
Form 10-Q"), (iii) the Company's Quarterly Report on Form 10 Q
for the fiscal quarter ended June 30, 1989 (the "June 30 Form
10-Q") and (iv) the Company's Current Report on Form 8 K dated
January 5, 1989 (the "Form 8-K") (the Form 10-K, the March 31
Form 10-Q, the June 30 Form lO-Q and the Form 8-K are collec-
tively referred to herein as the "SEC Reports"). The Form 8 K
is the only Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission (the "Commission")
since December 31, 1988. Neither the SEC Reports (as of the
respective dates thereof) nor this Agreement, nor any certifi-
cate or written statement furnished to you by or on behalf of
the Company in connection with the transactions contemplated
herein contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements contained herein and therein, in the light of the
circumstances under which they were made not misleading. To
the best of its knowledge, there is no fact which the Company
has not disclosed to you in writing which materially and
adversely affects the business, operations or condition
(financial or otherwise) of the Company or the ability of the
Company to perform this Agreement and the transactions contem-
plated herein. The financial statements included in the SEC
Reports and the related schedules and notes thereto (a) are
true, complete and correct in all material respects (subject
in the case of interim statements to changes resulting from
year-end audit adjustments), (b) have been prepared in
accordance with generally accepted accounting principles con-
sistently followed throughout the periods involved (except as
set forth in the notes to such financial statements), (c) show
all material liabilities, direct or contingent, of the Company
as at the dates thereof and (d) fairly present the financial
position and results of operations of the Company as at the
dates and for the periods indicated. Except as set forth in
Exhibit C hereto or in the SEC Reports, there has been no
material adverse change in the business, operations or condi-
tion (financial or otherwise) of the Company since June 30,
1989. Except as set forth in Exhibit C hereto, the Company
has no obligations or liabilities, contingent or otherwise,
not disclosed in the financial statements contained in the SEC
Reports that materially affect the business, operations or
condition (financial or otherwise) of the Company.
(c) The Company has heretofore delivered to you and your
special counsel a complete and correct copy of (i) the securi-
ties certificate dated June 27, 1989, together with all
exhibits and amendments thereto (the "June 27 Application"),
filed by the Company with the Pennsylvania Public Utility
Commission (the "PPUC") and (ii) the securities certificate
dated August 18, 1989, together with all exhibits and amend-
ments thereto (the "August 18 Application"), filed by the Com-
pany with the PPUC. The PPUC held a public session on
August 3, 1989, at which session the June 27 Application was
examined, and has duly entered an order (entered at S 890952),
dated August 3, 1989 (the "August 3 Order"), registering the
issuance of the 9.23% Series Bonds in accordance with this
Agreement pursuant to 66 Pa.C.S. Section 1903. The PPUC sub-
sequently held a public session on August 31, 1989, at which
session the August 18 Application was examined, and has duly
entered an order (entered at S-890963), dated August 31, 1989
(the "August 31 Order"), registering the issuance of the 9.34%
Series Bonds in accordance with this Agreement pursuant to
66. Pa.C.S. Section 1903 (the August 3 Order and the August 31
Order are collectively referred to herein as the "Orders").
The Orders are in full force and effect, have not been con-
tested and may not be appealed by any party other than the
Company, and the Company shall not contest the Orders. Upon
the issuance of the Bonds, the Company will be in full compli-
ance with the Orders as they relate to the issuance of the
bonds.
(d) The Company holds certificates of public convenience
or "grandfather rights" under the Pennsylvania Public Utility
Code and predecessor statutes, which the Company believes are
adequate to authorize it to carry on its business in substan-
tially all the territory in which it presently renders gas and
water service. Under applicable Pennsylvania statutes, the
Company also has the right of eminent domain and the right to
maintain its facilities in the streets and highways in its
territories. No notice has been given to the Company by any
municipality or other governmental board or body of any inten-
tion to condemn, purchase or acquire any of the properties of
the Company.
(e) The Company has good and valid title to all of the
real property purported to be held by it, good and valid
leasehold interests in all properties purported to be held by
it under lease, and good and valid title to all other
properties purported to be owned by it, including the
properties reflected in the Company's balance sheet as at
December 31, 1988 as contained in the Form 10-K, with only
such exceptions, limitations and qualifications as are stated
in the Form 10-K, other than property disposed of in the
ordinary course of business subsequent to December 31, 1988
and property the title to or an interest in and to which has
been or is to be transferred to the Luzerne County Industrial
Development Authority pursuant to any of the Project Facili-
ties Agreements dated as of October 1, 1987, as of December 1,
1987 and as of January 1, 1989, in each case between the Com-
pany and such Authority. The aforesaid properties are subject
only to liens and encumbrances reflected in the Company's
balance sheet as at December 31, 1988 as contained in the Form
10 K or Note 5 of the Notes to Financial Statements in the
Form 10 K, the Mortgage by and between the Company and the
Administrator of the Small Business Administration dated
January 17, 1974 (the "SBA Mortgage"), the interests of the
Pennsylvania Water Facilities Loan Board pursuant to loan
agreements dated June 14, 1985, February 25, 1987 and
October 16, 1987 between the Company and such Board and the
interests of the Pennsylvania Infrastructure Investment
Authority pursuant to loan agreements dated as of March 3,
1989 between the Company and such Authority, "permitted
encumbrances" (as defined in the Mortgage Indenture) and
materialmen's and other liens and encumbrances arising in the
ordinary course of business which do not have a material
adverse effect on the business, operations or condition
(financial or otherwise) of the Company. The Company main-
tains insurance in such amounts, including self insurance and
retainage agreements, and of such a character, as is usually
maintained by, or required for companies engaged in, the same
or similar business, and such insurance is considered by the
Company to be adequate.
(f) Except as expressly set forth in Exhibit C hereto or
in the SEC Reports, (i) there are no actions, suits or pro-
ceedings pending or threatened against the Company or its
properties in any court, or before or by any Federal, state,
municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, which
could reasonably be expected to have a material adverse effect
on the business or condition (financial or otherwise), results
of operations or properties of the Company, or impair the
ability of the Company to carry on its business substantially
as now conducted or to hold and operate its properties, or
which questions the validity of this Agreement, the Mortgage
Indenture or the Bonds or any action taken or to be taken
pursuant hereto and thereto, and (ii) the Company is not in
default in any material respect with regard to any order,
judgment, writ, injunction, decree or demand of any court or
Federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic
or foreign.
(g) The Company has taken all corporate action necessary
to be taken by it to authorize the execution by it of this
Agreement, the Mortgage Indenture and the Bonds and the
performance by it of all the obligations on its part to be
performed hereunder and thereunder. This Agreement and the
Mortgage Indenture constitute, and the Bonds, when issued,
will constitute, a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with
its terms, subject as to enforceability to bankruptcy,
insolvency, moratorium and other similar laws affecting the
rights of creditors generally and to general principles of
equity and the availability of equitable remedies being within
the discretion of the courts. The consummation of the trans-
actions contemplated herein and the fulfillment and per-
formance of the terms hereof and of the Mortgage Indenture,
and, when issued, of the Bonds, by the Company will not result
in a breach of any of the terms, conditions or provisions of,
or constitute a default under, or result in any violation of,
any provision of the Company's Restated Articles of Incorpora-
tion, as amended (the "Charter"), or By-Laws, or any evidence
of indebtedness, loan agreement, mortgage, agreement, instru-
ment, order, contract, judgment, decree, statute, law, rule or
regulation to which the Company is now a party or is subject,
or by which it is bound by succession or otherwise, or, except
for the liens created by the Mortgage Indenture as contem-
plated herein and by the SBA Mortgage, respectively, result in
the creation or imposition of any lien, charge or encumbrance
of any nature whatsoever upon any of the properties or assets
or the Company. Except as expressly set forth in Exhibit C
hereto, in connection with the Charter, the By Laws, any
evidence of indebtedness, mortgage, agreement (including,
without limitation, any loan agreement), instrument, order,
contract, judgment, decree, statute, law, rule or regulation
to which the Company is now a party or is subject, or by which
it is bound by succession or otherwise, no facts or circum-
stances exist on the date hereof which will restrict,
directly, indirectly or contingently, the Company's ability to
pay the principal of, or interest or premium on, the Bonds
when due.
(h) (a) To the best of the Company's knowledge, no com-
pany directly or indirectly owns, controls or holds with power
to vote 10% or more of the voting securities (as such terms
are defined in the Public Utility Holding Company Act of 1935,
as amended (the "Holding Company Act")) of the Company, except
Pennsylvania Enterprises, Inc., the Company's parent corpora-
tion (the "Parent"), and (b) the Parent is exempt from all the
provisions of the Holding Company Act (other than the provi-
sions of Section 9(a)(2) thereof) pursuant to Section 3(a)(l)
thereof and Rule U 2 (17 C.F.R. Section 250.2) promulgated
thereunder. Based upon the foregoing representations con-
tained in this paragraph (h), the Company is presently exempt
from the provisions of the Holding Company Act (other than the
provisions of Section 9(a)(2) thereof) pursuant to Section
3(a)(l) thereof and Rule U-2 (17 C.F.R. Section 250.2) promul-
gated thereunder and the Commission has not notified the Com-
pany that it will, and the Company is not aware of any plan of
intention of the Commission to, terminate the Company's
exemption. No approval, consent or authorization by any
governmental or public regulatory body is required on the part
of the Company for the issuance and sale of the Bonds to you
or the execution and delivery of the Twenty Second Supplemen-
tal Indenture and the Twenty-Third Supplemental Indenture,
except for the Orders.
(i) Except as expressly set forth in Exhibit C hereto or
in the SEC Reports, the Company is in compliance in all ma-
terial respects with all applicable laws, regulations, orders
and decrees of foreign countries, the United States of
America, the Commonwealth of Pennsylvania and municipalities
thereof, and all agencies and instrumentalities of the fore-
going (including, without limitation, the Occupational Safety
and Health Act of 1970, the Comprehensive Environmental Re-
sponse, Compensation, and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976, The Toxic Substances
Control Act of 1976, the Clean Air Act, the Water Pollution
Control Act, the Superfund Amendments and Reauthorization Act
of 1986, Executive Order 11738, the Dam Safety and Encroach-
ments Act, the Pennsylvania Safe Drinking Water Act of 1984,
the Federal Safe Drinking Water Act and all other laws, regu-
lations, orders and decrees relating to environmental protec-
tion, including those of the PPUC and the Pennsylvania
Department of Environmental Resources), in respect of the con-
duct of its business and the ownership of its properties.
Except as expressly set forth in Exhibit C hereto or in the
SEC Reports, the Company is not a party to, or bound by, any
contract, agreement or instrument, nor subject to any corpo-
rate restriction or any judgment, order, writ, injunction,
decree, rule or regulation, which materially adversely affects
the business or condition (financial or otherwise), results of
operations or properties of the Company. Except as expressly
set forth in Exhibit C hereto or in the SEC Reports, the Com-
pany is not in default under any of its contracts or agree-
ments or any instrument by which it is bound, which default
does, or would after notice or lapse of time or both,
materially and adversely affect the business, operations or
condition (financial or otherwise) of the Company.
(j) The Company has five wholly-owned subsidiaries, none
of which is a "significant subsidiary" as defined in Regula-
tion S-X under the Securities Act of 1933, as amended (the
"1933 Act"), and all of which, taken together, would not con-
stitute such a "significant subsidiary". The accounts of such
subsidiaries are not consolidated in the Company's financial
statements contained in the SEC Reports but are included
therein by the equity method. Each such subsidiary is duly
organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, and has all
requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own its
properties and to carry on its business as now being conducted
(except that the articles of incorporation of Hillcrest Water
Co., a subsidiary of the Company having approximately 50 cus-
tomers and assets of approximately $31,000, have expired and
reincorporation or transfer of assets to the Company or a sub-
sidiary of the Company by an appropriate procedure will be
required, such expiration having no material adverse effect on
the business or condition (financial or otherwise) or opera-
tions of the Company). No such subsidiary is qualified as a
foreign corporation in any jurisdiction, there being no juris-
diction where the ownership or character of its properties or
the nature of its business or activities makes such qualifica-
tion necessary. All of the outstanding shares of capital
stock of each such subsidiary have been duly authorized and
are validly issued, fully paid and nonassessable, and all such
shares are owned by the Company free and clear of any lien,
charge or encumbrance.
(k) All Federal, state and local income tax returns, State
franchise tax returns and other tax returns required to be
filed by the Company and its subsidiaries in any jurisdiction
have been timely filed, and all Federal, state and local in-
come taxes, state franchise taxes and all other taxes, assess-
ments, fees and other governmental charges on the Company and
its subsidiaries or upon any of their income, franchises or
other properties which are shown on such returns to be due and
payable have been paid or duly provided for or are not delin-
quent except to the extent that they are being contested in
good faith with due diligence and by appropriate proceedings
and that appropriate reserves for the payment thereof have
been recorded in accordance with generally accepted accounting
principles and practices. To the knowledge of the Company, no
tax assessment has been proposed against the Company or any of
its subsidiaries nor is there any basis for such an assess-
ment, in either case for which adequate provision in
accordance with generally accepted accounting principles and
practices has not been made. The Federal income tax liability
of the Company and its subsidiaries has been finally deter-
mined by the Internal Revenue Service and satisfied for all
years up to and including the year ended December 31, 1984.
(1) The Company is in compliance in all material respects
with the applicable provisions of the Employee Retirement In-
come Security Act of 1974, as amended ("ERISA"), and the regu-
lations and published interpretations thereunder. No
Reportable Event (as defined in Section 4043(b) of ERISA) has
occurred as to which the Company was required to file a report
with the Pension Benefit Guaranty Corporation (as referred to
and defined in ERISA), and the present value of all benefit
liabilities under each Plan (as defined below) (based on those
assumptions used to fund such Plan) did not, as of the last
annual valuation date applicable thereto, exceed the value of
the assets of such Plan as of such date. No Plan is a Multi-
employer Plan (as defined in Section 4001(a)(3) of ERISA) and
no contributions to a Multiemployer Plan have been made by the
Company within the past five years, and no contribution to a
Multiemployer Plan is required, or to the knowledge of the
Company will be required, of the Company. "Plan" means any
pension plan subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code of 1986, as amended
(the "Code"), and which is maintained for employees of the
Company.
(m) Neither the Company nor any person, entity or agent
acting on behalf of the Company, either directly or
indirectly, has sold or will sell or has offered for sale or
will offer for sale or has disposed of or will dispose of or
has attempted or offered to dispose of or will attempt or
offer to dispose of, any of the Bonds or any similar security
of the Company to, or has solicited or will solicit any offers
to buy any thereof from, or has otherwise approached or nego-
tiated in respect thereof with or will otherwise approach or
negotiate in respect thereof with, any person or entity other
than you and not more than 17 other institutions, each of
which is an Accredited Investor (as defined under Rule 501
under the 1933 Act). Based upon the foregoing representations
in this paragraph (m) and upon your representations in Section
5(a) hereof, it is not necessary in connection with the
issuance and sale of the Bonds to you to register such Bonds
under the 1933 Act or to qualify the Mortgage Indenture under
the Trust Indenture Act of 1939, as amended.
(n) The Company is not an "investment company" or, to the
best of its knowledge, a company "controlled" by an "invest-
ment company", within the meaning of the Investment Company
Act of 1940, as amended.
(o) The Company has not during the last five years been in
default as to the payment of the principal of, or interest or
premium on, any indebtedness for money borrowed, or during the
last five years been in default under the terms of any mort-
gage to which the Company is or was a party.
(p) The Company will use the net proceeds from the sale of
the Bonds to repay up to $25,000,000 of bank borrowings which
were incurred principally to obtain funds to finance certain
capital requirements of the Company, including construction of
filtration plants and other additions and improvements to its
water system.
(q) The Company is not issuing the Bonds for the direct or
indirect purpose of purchasing or carrying any margin security
within the meaning of Regulation G of the Board of Governors
of the Federal Reserve System or for the direct or indirect
purpose of carrying, reducing or retiring any debt incurred
for such purpose, or otherwise taking or permitting any action
which would involve a violation of such Regulation G, Regula-
tion T, Regulation X or any other regulation of the Board of
Governors of the Federal Reserve System.
5. You each severally hereby represent and warrant to the
Company that:
(a) The Bonds are being acquired by you for your own
account for investment and not with a view to, or for resale
in connection with, the distribution thereof, nor with any
intention of distributing or selling any of the Bonds, sub-
ject, however, to any requirement of law that the disposition
of your property shall at all times be within your control.
If you should in the future decide to dispose of any of the
Bonds (which you do not now contemplate or foresee), you
understand and agree that you may do so only in accordance
with Section 6 hereof. You are an "accredited investor", as
such term is defined in Rule 501 under the 1933 Act.
(b) The purchase of the Bonds by you hereunder will not
constitute a "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code.
(c) In connection with your purchase of Bonds hereunder,
you have been provided with all information regarding the
Company which you have reasonably requested, and you have had
access to the books and records of the Company and an oppor-
tunity to ask questions of senior management of the Company,
but such access to information and opportunity to ask ques-
tions shall not affect the representations, warranties and
covenants contained herein or made pursuant hereto.
6. The Bonds shall not be transferable except upon the condi-
tions specified in this Section 6, which conditions are intended
to insure compliance with the provisions of the 1933 Act and
state securities laws in respect of the transfer of the Bonds.
(a) (i) Unless and until otherwise permitted by this
Section 6, each certificate representing the Bonds issued to
you or to any subsequent transferee of any of the Bonds shall
be stamped or otherwise imprinted with a legend in substan-
tially the following form:
"The bonds evidenced by this certificate have been issued
in a private transaction, have not been registered under
the Securities Act of 1933, as amended, or registered or
qualified under the securities or blue sky laws of any
state and may not be offered, transferred, sold, pledged,
hypothecated or otherwise disposed of except in accordance
with that Act, such laws and the rules and regulations
promulgated thereunder."
(ii) The Company may, and may order its transfer agent
for the Bonds (if such an agent exists) to, stop the
transfer of any of the Bonds bearing the legend set forth
in paragraph (a)(i) hereof until the conditions of this
Section 6 with respect to the transfer of such Bonds have
been satisfied.
(b) At the time of any transfer or sale of any of the
Bonds, the holder desiring to effect such transfer or sale
shall give a written notice to the Company and the Company may
(but need not) require a written opinion of counsel for the
Company or other counsel designated by such holder (which
counsel may be inside counsel in your case and in the case of
other institutional holders, if any), which counsel is experi-
enced in securities laws matters and is reasonably satisfac-
tory to the Company, to the effect that such proposed transfer
or sale (the manner of which shall be briefly described in
such opinion) may be effected without the registration of such
Bonds under the 1933 Act and is to be made in compliance with
applicable state securities and blue sky laws. It the Company
either does not require such an opinion of counsel or does
require and receives such opinion of counsel, upon receipt by
the Company of such notice and receipt by the Company or its
transfer agent of the certificate or certificates representing
the Bonds to be sold or transferred, endorsed or accompanied
by an executed instrument of transfer (in either case with
signature guaranteed by a member firm of the New York Stock
Exchange or a national banking association or, in the case of
the signature of the original purchaser of the Bonds, with
such signature notarized), the Company shall permit or cause
its transfer agent to permit such transfer or sale to be
effected. The fees and disbursements of counsel (if any)
incurred in connection with the opinion described above in
this paragraph (b) shall be paid by the transferor or
transferee bondholder.
(c) Notwithstanding any other provisions of this Section
6, any record owner of Bonds may from time to time transfer
all or part of such record owner's Bonds (i) to a nominee
identified in writing to the Company as being the nominee of
or for such record owner, and any nominee of or for a bene-
ficial owner of Bonds identified in writing to the Company as
being the nominee of or for such beneficial owner may from
time to time transfer all or part of the Bonds registered in
the name of such nominee, but held as nominee on behalf of
such beneficial owner, to such beneficial owner, or (ii) to an
Affiliate (as defined below) of such record owner or, if such
record owner is a nominee as aforesaid, an Affiliate of the
person for whom such record owner is a nominee; provided, how-
ever, that each such transferee shall remain subject, except
as provided in this paragraph (c), to all restrictions on the
transfer of the Bonds herein contained. "Affiliated" shall
mean as to any person or entity, any other person or entity
directly or indirectly controlling, controlled by, or under
common control with, that person or entity. For purposes of
the foregoing definition, "control" shall have the definition
set forth in Rule 405 under the 1933 Act.
(d) (i) Notwithstanding the foregoing provisions of this
Section 6, the restrictions imposed by this Section 6 upon the
transferability of the Bonds shall terminate as to any partic-
ular Bond when (a) such Bond shall have been effectively
registered under the 1933 Act and sold by the holder thereof
in accordance with such registration to a person or entity who
does not "control" the Company (as "control" is defined in
Rule 405 under the 1933 Act), or (b) a written opinion has
been received by the Company from counsel for the Company or
other counsel designated by such holder (which counsel may be
inside counsel in your case and in the case of other institu-
tional holders) which counsel is experienced in securities
laws matters and is reasonably satisfactory to the Company
(which opinion shall be at the expense of the holder of such
Bond) to the effect that (1) such restrictions are no longer
required or necessary under any Federal or state securities
law or regulation, or (2) such Bond has been sold without
registration under the 1933 Act in compliance with Rule 144
under the 1933 Act or (3) the holder of such Bond is, in
accordance with the terms of subsection (k) of Rule 144 under
the 1933 Act, entitled to sell such Bond pursuant to such
subsection, or (c) a letter or an order shall have been issued
to the holder of such Bond by the staff of the Commission or
the Commission stating that no enforcement action shall be
recommended by such staff or taken by the Commission, as the
case may be, if such Bond is transferred without registration
under the 1933 Act in accordance with the conditions set forth
in such letter or order and such letter or order specifies
that no subsequent restrictions on transfer are required
(which letter or order shall be procured at the expense of
such holder).
(ii) Whenever the restrictions imposed by this Section
6 shall terminate as hereinabove provided, the holder of
any particular Bond then outstanding as to which such
restrictions shall have terminated shall be entitled to
receive from the Company, without expense to such holder, a
new certificate representing such Bond not bearing the
restrictive legend set forth in Section 6(a)(i).
(e) At the written request of any holder who proposes to
sell Bonds in compliance with Rule 144 under the 1933 Act, the
Company shall furnish to such holder, within 10 days after
receipt of such request, a written statement as to whether the
Company is in compliance with the filing requirements of the
Commission as set forth in such Rule.
(f) No sale, transfer or assignment of any of the Bonds
shall occur unless the transferring or assigning Bondholder
shall obtain the written consent of the transferee or assignee
Bondholder to be subject to the provisions contained in
Section 13 below.
7. The Company hereby covenants to you that:
(a) The Company will permit any person or entity desig-
nated in writing by you, so long as you (or your nominee or
parent or affiliated company) shall hold any of the Bonds, and
the designee of any institutional holder of not less than
$2,500,000 aggregate principal amount of the Bonds, to
inspect, at your expense or the expense of such institutional
holder, any of the properties, corporate books and financial
records of the Company and its subsidiaries, to make reason-
able copies and extracts from such books and records, and to
discuss its affairs, finances and accounts with its officers
and principal employees having responsibility for financial,
management and policy matters and with the Company's indepen-
dent certified public accountants, all at such reasonable
times and intervals as you or such institutional holder may
reasonably request.
(b) The Company will deliver to you so long as you (or
your nominee or parent or affiliated company) shall hold any
of the Bonds, and to each institutional holder of not less
than $1,000,000 aggregate principal amount of the Bonds:
(i) as soon as practicable and in any event within 45
days after the end of each quarterly period (other than the
last quarterly period) in each fiscal year of the Company,
a consolidated statement of income of the Company and its
consolidated subsidiaries for such quarterly period, a con-
solidated statement of cash flows of the Company and its
consolidated subsidiaries for the period beginning with the
first day of such fiscal year and ending at the end of such
quarterly period, and a consolidated balance sheet of the
Company and its consolidated subsidiaries as at the end of
such quarterly period, setting forth in each case in com-
parative form figures (a) for the corresponding periods
ending in the preceding fiscal year or (b) in the case of
the balance sheets, as at the end of the immediately pre-
ceding fiscal year, all in reasonable detail, prepared in
accordance with generally accepted accounting principles
consistently applied (except as disclosed therein or in the
footnotes thereto) and certified by an authorized financial
officer of the Company, subject to changes resulting from
year end audit adjustments;
(ii) as soon as practicable and in any event within 90
days after the end of each fiscal year of the Company, con-
solidated statements of income, cash flows and common
shareholder's investment of the Company and its consoli-
dated subsidiaries for such year, and a consolidated
balance sheet of the Company and its consolidated subsidi-
aries and a statement of capitalization of the Company and
its consolidated subsidiaries as at the end of such fiscal
year, setting forth in each case in comparative form corre-
sponding figures for the preceding fiscal year, all in rea-
sonable detail, together with a report thereon of
Arthur Andersen & Co. or other independent accountants of
recognized national standing selected by the Company, whose
report shall state that (a) they are independent
accountants, and that in making the audit necessary to the
certification of such financial statements they have ob-
tained no knowledge of any default by the Company or any of
its subsidiaries under any mortgage, indenture, agreement
or other instrument securing or relating to any debt for
money borrowed of the Company or any of its subsidiaries,
or if such accountants shall have obtained knowledge of
any such default, such certificate shall specify such
default or defaults and the nature thereof and (b) such
financial statements fairly present the consolidated finan-
cial position, results of operations and cash flows of the
Company and its consolidated subsidiaries and have been
prepared in accordance with generally accepted accounting
principles consistently applied (except for changes in
application in which such accountants concur) and that the
audit of such accounts in connection with such financial
statements has been made in accordance with generally
accepted auditing standards;
(iii) with the financial statements described in
clauses (i) and (ii) above, a certificate of an authorized
financial officer of the Company to the effect that the
Company is in compliance in all respects, and has been
throughout the period to which such statements relate, with
the provisions of this Agreement and any document executed
in connection herewith, or specifying the nature of any
such noncompliance and what action the Company has taken,
is taking or proposes to take with respect thereto; in the
event that the financial statements described in clause (i)
or (ii) above are contained in a document otherwise
delivered to a holder of Bonds pursuant hereto, such other
delivery shall satisfy the delivery requirements specified
in such clause, so long as such document is delivered
within the period specified in such clause and is
accompanied by the certificates, reports and statements
specified in such clause (i) or (ii), as the case may be
and in this clause (iii);
(iv) as soon as practicable and in any event within 30
days after the filing thereof with the Commission or trans-
mittal thereof to shareholders, a copy of each (a) final
prospectus included in, and prospectus supplement relating
to, any registration statement, filed by the Company with
the Commission which becomes effective under the 1933 Act
(other than registration statements relating solely to
employee benefit plans or dividend reinvestment or common
stock purchase plans), (b) financial statement of the Com-
pany, proxy statement and report sent by the Company to the
holders of any class or series of the Company's capital
stock and (c) annual report on Form 10-K, quarterly report
on Form 10-Q and current report on Form 8 K (or any corre-
sponding forms hereafter adopted) filed by the Company with
the Commission and any registration statement relating to
the Bonds which may be filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended;
(v) as soon as practicable and in any event within 30
days after the receipt thereof by the Company, a copy of
any detailed audit reports submitted to the Company by
independent accountants in connection with each annual or
interim or special audit of the accounts of the Company
made by such independent accountants;
(vi) promptly after the delivery to the Trustee of any
supplemental indenture to the Mortgage Indenture, a copy of
such supplemental indenture;
(vii) promptly upon becoming aware of any default by
the Company under the provisions of the Mortgage Indenture,
a written notice specifying the nature of the claimed
default and what action the Company is taking or proposes
to take with respect thereto;
(viii) with reasonable promptness, such other financial
data or information as to the business or affairs of the
Company as you or such institutional holder may reasonably
request in writing, including, without limitation, copies
of any reports which the Company is required to file with
the PPUC.
(ix) promptly upon becoming aware of the occurrence of
any (a) Reportable Event (as defined in Section 4043(b) of
ERISA) having any adverse effect on any Plan (as defined in
Section 4(1) hereof), the beneficiaries thereof or the
Company, or, whether or not having such adverse effect,
which constitutes a termination of any such Plan, or (b)
Prohibited Transaction (as defined in Section 4975 of the
Code) in connection with any Plan or any trust created
thereunder which is subject to such Section 4043, a written
notice specifying the nature thereof, what action the Com-
pany is taking or proposes to take with respect thereto,
and, when known, any action taken by the Internal Revenue
Service with respect thereto;
(x) as soon as practicable and in any event within 30
days after the provision thereof, copies of each Uniform
Statistical Report, if any, provided to financial analysts
or to the American Gas Association:
(xi) promptly upon becoming aware that the holder or
holders of any evidence of indebtedness of the Company for
borrowed money which individually or in the aggregate is an
amount in excess of $1,000,000 have given written notice
with respect to a default or alleged default with respect
to any provision of such evidence of indebtedness, a
written notice specifying the notice given or action taken
by such holder or holders and the nature of the claimed
default and what action the Company is taking or proposes
to take with respect thereto;
(xii) in connection with any breach by the Company of
any covenant contained in any agreement or other instrument
to which the Company is a party and which agreement or
other instrument, by its terms, provides for the payment by
any party thereto of at least $500,000 in the aggregate, a
copy of any written notice (or a written statement of any
oral notice) which is given by or on behalf of the Company
to the other party or parties thereto, provided, however,
that the Company shall not be required to provide you with
any such notice prior to the time that such notice is pro-
vided to such other party or parties; and
(xiii) promptly upon becoming aware of any breach by
the Company of any covenant contained in any agreement or
other instrument to which the Company is a party, which
breach restricts the Company's ability to pay the principal
of, or interest or premium on, the Bonds when due, a
written notice specifying the nature of such breach and
what action the Company is taking or proposes to take with
respect thereto.
(c) So long as any Bonds are outstanding, the Company
shall do everything required on its part to maintain the
Orders in full force and effect, will not file any appeal or
objection with respect thereto, and will comply in all
respects with the conditions set forth in the Orders.
(d) The Company shall not consolidate or merge with, or
transfer or lease all or substantially all of its assets to,
any entity unless (i) such entity is a solvent corporation
organized under the laws of the United States of America, or
any state, district or territory thereof, (ii) the surviving
corporation, in the case of a merger or consolidation, or the
lessee or transferee will remain solvent immediately after
any such action and (iii) such action will not cause a breach
of or a default under any contract, agreement, mortgage, in-
strument, order, decree or judgment to which any party
involved in such action is a party or by which it is bound,
which breach or default would have a material adverse effect
on the business, operation or condition (financial or other-
wise) of such party. Prior to any such merger, consolidation,
lease or transfer, the Company shall deliver to you a certifi-
cate, signed by its chief financial officer, stating that none
of the covenants in this Agreement or in the Mortgage Inden-
ture will be violated as a result of said merger, consolida-
tion, lease or transfer. For the purposes of this Section
7(d), an entity shall be deemed to be solvent when its total
assets (exclusive of goodwill and deferred income) exceeds its
total liabilities (exclusive of deferred charges), determined
in accordance with generally accepted accounting principles.
(e) So long as any Bonds are outstanding, the Company and
its subsidiaries will comply in all material respects with all
applicable laws, regulations, orders and decrees of foreign
countries, the United States of America, all states and muni-
cipalities thereof, and agencies and instrumentalities of the
foregoing (including, without limitation, the Occupational
Safety and Health Act of 1970, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, the
Resource Conservation and Recovery Act of 1976, the Toxic Sub-
stances Control Act of 1976, the Clean Air Act, the Water
Pollution Control Act, the Superfund Amendments and Reauthori-
zation Act of 1986, Executive Order 11738, the Dam Safety and
Encroachments Act, the Pennsylvania Safe Drinking Water Act of
1984, the Federal Safe Drinking Water Act and all other laws,
regulations, orders and decrees relating to environmental pro-
tection, including those of the PPUC and the Pennsylvania De-
partment of Environmental Resources), in respect of the con-
duct of their business and the ownership of their properties,
except to the extent that the Company's or a subsidiary's
obligation to comply with any of the foregoing is being con-
tested in good faith with due diligence and by appropriate
proceedings. Notwithstanding the foregoing provisions of this
Section 7(e), you hereby acknowledge the existence of the
litigation described in the SEC Reports, the facts and circum-
stances and agreements described in Exhibit C hereto, the
expiration of the articles of incorporation of Hillcrest Water
Co. and the fact that such litigation and facts and circum-
stances and such expiration of such articles of incorporation
may continue subsequent to the Closing and agree that the con-
tinuation of such litigation and facts and circumstances and
such expiration of such articles of incorporation shall not
constitute a default of the covenant set forth in this Section
7(e) so long as resolution thereof is pursued by the Company
with diligence reasonable under the circumstances.
(f) So long as any Bonds are outstanding, the Company and
its subsidiaries will file, in a timely manner, all Federal,
state and local income tax returns, state franchise tax re-
turns and all other tax returns which are required to be
filed by the Company and its subsidiaries in any jurisdic-
tion, and the Company and its subsidiaries will pay, in a
timely manner, all Federal, state and local income taxes,
state franchise taxes and all other taxes, assessments, fees
and other governmental charges on the Company and its sub-
sidiaries or upon any of their income, franchises or other
properties which are shown on such returns to be due and pay-
able, except to the extent that any particular tax, assess-
ment, fee or other governmental charge is being contested in
good faith with due diligence and by appropriate proceedings
and that appropriate reserves for the payment thereof have
been recorded in accordance with generally accepted
accounting principles and practices.
(g) The Company covenants that, so long as any Bonds are
outstanding, the Company will, and will cause each of its sub-
sidiaries to, maintain its financial records (including, but
not limited to, its journals and ledgers) so as to accurately
reflect its financial condition in accordance with generally
accepted accounting principles and in accordance with any
prescribed system of accounts applicable to the Company or any
such subsidiary, as the case may be.
(h) So long as any Bonds are outstanding, the Company will
not, and will not permit any subsidiary to, become a party to
or bound by any contract, indenture, agreement, instrument,
charter provision (except as presently provided in the Com-
pany's Charter) or authorizing resolution for any class or
series of capital stock or any note, debenture, bond or other
security, under the terms of or pursuant to which the Com-
pany's obligation to pay interest or premium on, or to redeem
any of, the Bonds will in any way be restricted, other than to
the extent that any such contract, indenture, agreement or
instrument incorporates by reference or contains provisions
restricting the Company's obligation to pay interest or pre-
mium or make any such redemption which are no more restrictive
than the provisions contained in the Mortgage Indenture, the
Charter, the Letter of Credit Agreement dated as of October 1,
1987 between the Company and Swiss Bank Corporation, New York
Branch, the Letter of Credit Agreement dated as of December 1,
1987 between the Company and Swiss Bank Corporation, New York
Branch and the Letter of Credit Agreement dated as of
January 1, 1989 between the Company and National Australian
Bank Limited, New York Branch.
(i) So long as any Bonds are outstanding, the Company
shall comply with all provisions in (i) paragraphs 21, 22, 23,
24, 25 and 27 of that certain Consent Order and Agreement by
and between the Company and the Pennsylvania Department of
Environmental Resources (the "DER"), dated December 20, 1988,
which was approved by the Pennsylvania Environmental Hearing
Board on December 30, 1988 (the "DER Consent Order") and (ii)
items a(l), a(2), b(1), b(2), b(3), c(l), c(2), c(3), c(4),
c(5), c(6), d and e of the Terms of Settlement contained in
the Recommended Decision of Administrative Law Judge
George M. Kashi, dated June 7, 1988 (the "Terms of Settle-
ment"), approving the Joint Petition for Settlement by and
between the Company and the PPUC, which was adopted by the
PPUC on July 8, 1988 (the "PPUC Settlement"). The foregoing
enumerated items shall collectively be referred to herein as
the "Required Compliance Items"; singularly, a "Required
Compliance Item."
(j) So long as any Bonds are outstanding, the Company
shall give to the Trustee and to each holder of any Bonds
prompt written notice of any event that constitutes non-
compliance by the Company of any Required Compliance Item
(such notice to set forth the first date of non-compliance),
and shall promptly forward to the Trustee and to each such
holder a copy of (i) any request for a waiver of any provision
of the DER Consent Order or the PPUC Settlement, including a
request for an extension of a compliance date, (ii) all
penalty notices and all notices or complaints of non-
compliance with the DER Consent Order or the PPUC Settlement,
(iii) all annual progress reports submitted pursuant to para-
graph (d) of the Terms of Settlement and (iv) all notices by
the DER or the PPUC to the effect that a Required Compliance
Item was not cured.
(k) So long as any Bonds are outstanding, if the Interest
Coverage Test (as defined in the Twenty-Second Supplemental
Indenture and the Twenty-Third Supplemental Indenture) is in
effect pursuant to the terms of the Twenty-Second Supplemental
Indenture and the Twenty-Third Supplemental Indenture, the
Company shall submit to the Trustee and to each holder of any
Bonds within 45 days after the expiration of each of the Com-
pany's first three fiscal quarters, and within 90 days after
the expiration of each fiscal year, a statement certified by
the chief financial officer of the Company documenting whether
the Company is in compliance with the Interest Coverage Test,
and such certification shall state that the information con-
tained in the statement is true and correct, except for audit
adjustments, if any.
(1) So long as any Bonds are outstanding, within 25 days
after the expiration of each calendar month in which the
Interest Coverage Test is in effect, the Company shall deter-
mine whether it meets such test. So long as any Bonds are
outstanding, if at any time the Company fails to meet the
Interest Coverage Test when in effect, the Company shall
notify the Trustee and each holder of any Bonds in writing
within 5 days after the Company first becomes aware of such
failure.
8. Your obligations to purchase and pay for the Bonds to be
purchased by you hereunder on the Closing Date shall be subject
to the satisfaction of the following conditions, any of which,
except as otherwise set forth in Section 8(g) hereof, may be
waived by you in writing:
(a) You shall have received from Sonnenschein Carlin Nath
& Rosenthal, who are acting as special counsel for you in con-
nection with the transactions contemplated herein, an opinion,
dated the Closing Date, substantially in the form set forth in
Exhibit D hereto. In giving such opinion, Sonnenschein Carlin
Nath & Rosenthal may rely upon (i) the opinion delivered to
you pursuant to Section 8(c) hereof by Thomas & Thomas as to
matters of Pennsylvania law and (ii) the factual representa-
tions made in this Agreement by the Company and by you.
(b) You shall have received from Hughes Hubbard & Reed,
special counsel for the Company, (i) an opinion, dated the
Closing Date, substantially in the form set forth in Exhibit E
hereto and (ii) a memorandum, dated the Closing Date, substan-
tially in the form set forth in Exhibit F hereto. In giving
such opinion and memorandum, Hughes Hubbard Reed may rely upon
(a) the opinion delivered to you pursuant to Section 8(c)
hereof by Thomas & Thomas as to matters of Pennsylvania law,
(b) the opinion of Thomas & Thomas addressed to Hughes Hubbard
& Reed and attached to such memorandum as Annex A as to mat-
ters of Pennsylvania law and (c) the factual representations
made in this Agreement by the Company and by you and on cer-
tificates of the Company or officers of the Company.
(c) You shall have received from Thomas & Thomas, counsel
for the Company, an opinion, dated the Closing Date, substan-
tially in the form set forth in Exhibit G hereto. In giving
such opinion, Thomas & Thomas may rely upon (i) the factual
representations made in this Agreement by the Company and on
certificates of the Company or officers of the Company and
(ii) the opinions of other counsel who have made searches,
recordings and filings necessary as a basis for the opinion of
Thomas & Thomas.
(d) The representations and warranties contained in Sec-
tion 4 hereof shall be true on and as of the Closing Date.
All of the terms, covenants, agreements and conditions of this
Agreement to be complied with and performed by the Company on
or before the Closing Date shall have been complied with and
performed in all respects. The Company shall have delivered
to you on the Closing Date a certificate to such effects
signed by the President or any Vice President of the Company.
(e) The purchase of and payment for the Bonds shall not be
prohibited by any applicable law or governmental regulation
and shall not subject you to any penalty or other onerous con-
dition under or pursuant to any applicable law or governmental
regulation.
(f) The Bonds shall qualify as a legal investment for
insurance companies under Section 1404(a)(2)(B) of the New
York Insurance Law and Section 125.9a(l) of the Illinois
Insurance Code (but not as a high yield-high risk obligation,
as such term is defined in the Illinois Insurance Code, or as
an obligation described in clause (e) of such section of the
Illinois Insurance Code) and you shall have received a certif-
icate signed by the Treasurer or the Controller of the Company
setting forth the computation necessary to show the satisfac-
tion of this condition.
(g) The Company shall have obtained the requisite approval
for the issuance and sale of the Bonds under this Agreement of
all regulatory bodies to which it is subject, including,
specifically, the Orders, without conditions which in the rea-
sonable judgment of the Company are unduly burdensome and not
in the best interest of the Company or which would prevent the
fulfillment of the terms of this Agreement in any respect, or
which are otherwise reasonably unacceptable to you; provided,
however, that you may not waive the condition that all such
approvals be granted without conditions which in the reason-
able judgment of the Company are unduly burdensome and not in
the best interests of the Company or which would prevent the
fulfillment of the terms of this Agreement in any respect.
The Company shall have delivered to you an original or
officially certified copy of each of the Orders (and of any
such approvals required by any other regulatory body).
(h) All corporate and other actions to be taken by the
Company in connection with the transactions contemplated
herein and all documents incident hereto shall be reasonably
satisfactory in substance and form to you and your special
counsel, and you and your special counsel shall have received
all such counterpart originals or certified or other copies of
such documents as you or they may reasonably request.
(i) All fees and taxes payable in connection with the
offer, issuance, sale and delivery of the Bonds hereunder or
in connection with the execution, delivery and performance of
this Agreement which are required to be paid by or on behalf
of the Company prior to or on the Closing Date to any govern-
mental or administrative board or body shall have been paid.
(j) All conditions set forth in Article 3 of the Mortgage
Indenture for the authentication and delivery of the Bonds
shall have been satisfied, and you shall have received a cer-
tificate to that effect signed by the President or any Vice
President of the Company.
(k) You shall have received a certificate from the
Trustee, dated the Closing Date, substantially in the form set
forth in Exhibit H hereto.
(1) You shall have received a checklist of dates of com-
pliance for each Required Compliance Item, substantially in
the form attached hereto as Exhibit I.
9. (i) The Company agrees, whether or not the transactions
contemplated herein shall be consummated to pay, and hold you
harmless against liability for the payment of, all reasonable
out-of pocket expenses arising in connection with the transac-
tions contemplated herein, including, without limitation, the
fees and expenses of your special counsel, Sonnenschein Carlin
Nath & Rosenthal, in connection with such transactions, unless
the transactions contemplated herein to be consummated at the
Closing are not consummated because of your default under this
Agreement.
(ii) The Company agrees, whether or not the transactions
hereby contemplated are consummated, to pay and hold you harm-
less against, any claim for any brokerage or finder's fee
arising in connection with the purchase and sale of the Bonds
under this Agreement, including, without limitation, the fees
of the Company's direct placement agents, Dean Witter Reynolds
Inc. and Butcher & Singer Inc. You represent and warrant to
the Company that, in connection with your purchase of Bonds
pursuant to this Agreement, you have not made any contract in
respect of any such brokerage or finder's fees or dealt with
any broker, finder or agent other than the Company's direct
placement agents, Dean Witter Reynolds Inc. and Butcher &
Singer Inc.
(iii) The Company agrees to pay, and hold you and any
holder of Bonds that have not been transferred to such holder
pursuant to Rule 144 under the 1933 Act harmless against
liability for the payment of, all reasonable out of-pocket
expenses arising in connection with any request by the Company
to such holder for such holder's consent to or waiver of acts
or omissions of the Company not permissible under the terms of
the Mortgage Indenture, the Bonds, this Agreement or any
document delivered in connection herewith without such consent
or waiver, or in connection with amendments thereto requested
by the Company, including, without limitation, the fees and
expenses of counsel.
(iv) The obligations of the parties hereto under this Sec-
tion 9 shall survive the transfer of the Bonds.
10. All covenants, agreements, representations and warranties
made herein or in any certificates delivered pursuant hereto
shall survive the delivery of the Bonds to you and payment there-
for, notwithstanding any investigation heretofore or hereafter
made by you or on your behalf.
11. All covenants, agreements, representations and warranties
made herein or in any certificates delivered pursuant hereto by
or on behalf of the parties hereto shall bind and inure to the
benefit of the respective successors and assigns of the parties
hereto, whether so expressed or not, including, without limita-
tion, each transferee of Bonds. Except as otherwise indicated
herein, the provisions of this Agreement are intended to be for
the benefit of and binding upon any holder, from time to time, of
any of the Bonds, and shall be enforceable against the Company,
its successors and assigns, by any such holder, and against such
holder by the Company, whether or not an express assignment to
such holder of rights under this Agreement has been made by you
or your successors or assigns.
12. Notwithstanding any provision to the contrary contained
in the Bonds or the Mortgage Indenture, the Company will duly and
punctually pay to you at your address and in the manner set forth
in Schedule II hereto (or in such other manner and to such other
address as you may designate from time to time by written notice
to the Company) all amounts payable in respect of the principal
of, or interest on, or premium, if any, on, the Bonds, provided
that, upon the redemption of any Bond in whole, the amount due
thereon shall be paid only upon presentation and surrender of
such Bond in accordance with the terms of the Mortgage Indenture.
You agree that if you sell, assign or transfer any Bond, prior to
such sale, assignment or transfer, you will (i) present such Bond
to the Trustee to permit the Company to verify the making, or
make a proper notation thereon, of the amount of principal and
interest paid thereon or (ii) surrender such Bond to the Trustee
against receipt of one or more Bonds in an aggregate principal
amount equal to the unredeemed portion of the Bond so surren-
dered, which Bond or Bonds shall bear interest from the date to
which interest has been paid on the Bond so surrendered. Pay-
ments to you made by wire transfer shall be promptly confirmed to
you in writing at the address set forth on Schedule II hereto.
13. So long as (i) all of the Bonds are registered bonds,
(ii) all holders of the Bonds at any time that any selection for
redemption shall take place shall have agreed in writing to the
provisions of this Section 13 and (iii) the number of registered
holders of the Bonds does not exceed fifty, then, in case the
Company shall at any time redeem less than all of the Bonds, the
Company shall at the time of each such partial redemption allo-
cate the amount of each such partial redemption in units of
$1,000 or integral multiples thereof among the holders of Bonds
at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amount of the Bonds held
thereby, with adjustments, to the extent practicable, to equalize
for any previous partial redemptions not made in such proportion,
instead of drawing the Bonds to be redeemed by lot.
14. All communications provided for herein shall be sent by
first class mail, certified, postage prepaid (except that finan-
cial and other information to be delivered pursuant to Section 7
hereof need not be sent by certified mail unless requested by you
in writing to the Company) and if sent to you, shall be mailed to
your address set forth on Schedule II hereto and in such other
manner as you may theretofore have designated, or if addressed to
the Company, shall be mailed to the Company at Wilkes-Barre
Center, 39 Public Square, Wilkes Barre, Pennsylvania 18711-0601,
attention. Vice President and Controller.
15. The Company will pay all stamp and other taxes, if any,
which may be payable in respect of the sale of the Bonds to you
and the issuance thereof to you or your nominee, and will hold
you harmless against any loss or liability resulting from nonpay-
ment or delay in payment of any such tax. The Company will also
pay all reasonable costs of delivery to such reasonable place as
shall be designated by you or your nominee, as the case may be,
of certificate(s) representing the Bonds purchased by you here-
under. Within ten days after the Closing Date, the Company shall
apply to the CUSIP Service Bureau of Standard and Poor's Corpora-
tion for private placement numbers to be assigned to the 9.23%
Series Bonds and the 9.34% Series Bonds, respectively, and, with-
in ten days after the company is notified of the private place-
ment numbers so assigned, it shall notify you of the numbers so
assigned.
16. This Agreement and all documents relating hereto,
including, without limitation, (i) consents, waivers and modifi-
cations which may hereafter be executed, (ii) documents received
by you at the Closing (except the certificates representing the
Bonds) and (iii) financial statements, certificates and other
information previously or hereafter furnished to, or received
from, you, may be reproduced by the Company or you by any photo-
graphic, photostatic, microfilm, micro-card, miniature photo-
graphic or other similar process and the Company and you may
destroy any original document so reproduced. The Company and you
agree and stipulate that any such reproduction shall be admissi-
ble in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by the
Company or you in the regular course of business) and that any
enlargement, facsimile or further reproduction of such reproduc-
tion shall likewise be admissible in evidence.
17. Notwithstanding any other provision of this Agreement,
if, after your purchase of the Bonds hereunder, you or your
nominee transfers such Bonds to any Affiliate of yours or the
nominee of such Affiliate, such transferee shall be entitled to
all rights and benefits to which the transferor would be entitled
hereunder.
18. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
19. Should any part of this Agreement for any reason be
declared invalid by a court of competent jurisdiction, such
declaration shall not affect the validity of any remaining por-
tion, which remaining portion shall remain in full force and
effect as if this Agreement had been executed with the invalid
portion thereof eliminated and it is hereby declared the inten-
tion of the parties hereto that they would have executed the
remaining portion of this Agreement without including therein any
such part, parts or portion which may, for any reason, be here-
after declared invalid.
20. You or your special counsel may at any time prior to the
Closing Date make such reasonable investigation of the Company
and its subsidiaries and the assets and businesses of the Company
and its subsidiaries as you or your special counsel deem neces-
sary or advisable, but such investigation shall not affect the
representations, warranties and covenants of the Company con-
tained herein or made pursuant hereto.
21. All references in this Agreement to any particular
statute shall include any successor thereto and to any particular
provision of any statute or to any particular rule or regulation
under any statute shall include any successor provision thereto.
22. Any term, covenant, agreement or condition ("Provision")
contained in this Agreement may be amended, or compliance there-
with may be waived (either generally or in particular instances
and either retroactively or prospectively) (i) if prior to the
Closing, by a written instrument signed by you and the Company
and (ii) if subsequent to the Closing, by a written instrument
signed by the Company and holders of not less than 51% of the
then unpaid principal amount of the Bonds then outstanding. This
Agreement shall not be altered, amended or supplemented except by
a written instrument. Any waiver of any Provision contained in
this Agreement shall not be deemed a waiver of any other Provi-
sion, and any waiver of any default in any such Provision shall
not be deemed a waiver of any later default thereof or of any
default of any other Provision.
23. This Agreement may be executed in two or more counter-
parts, each of which shall be deemed an original but all of which
sha11 constitute one document.
If you agree with the foregoing, please sign the form of
acceptance below and return this Agreement to the Company, where-
upon this Agreement will become and evidence a binding agreement
between the Company and you as of the day and year first above
written.
Very truly yours,
PENNSYLVANIA GAS AND WATER COMPANY
By: JOHN F. KELL, JR.
-----------------------
Name: John F. Kell Jr.
Title: Vice President and
Controller
The foregoing Agreement is hereby accepted
as of the day and year first above written.
ALLSTATE LIFE INSURANCE COMPANY ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK
By: GARY W. FRIDLEY By: GARY W. FRIDLEY
----------------------------- ----------------------------
Name: Gary W. Fridley Name: Gary W. Fridley
Title: Authorized Signatory Title: Authorized Signatory
By: MYRON J. RESNICK By: MYRON J. RESNICK
----------------------------- ----------------------------
Name: Myron J. Resnick Name: Myron J. Resnick
Title: Authorized Signatory Title: Authorized Signatory
<PAGE>
SCHEDULE I
PENNSYLVANIA GAS AND WATER COMPANY
FIRST MORTGAGE BONDS
Principal Amount
----------------
9.23% 9.34%
Purchaser Series Bonds Series Bonds
--------- ------------ ------------
Allstate Life Insurance Company $ 10,000,000 $ 12,000,000
Allstate Plaza West J-2A
Northbrook, Illinois 60062
Allstate Life Insurance Company $ 3,000,000
of New York
Allstate Plaza West J-2A
Northbrook, Illinois 60062
<PAGE>
SCHEDULE II
PENNSYLVANIA GAS AND WATER COMPANY
Communications and Notices;
Method of Payment
Allstate Life Insurance Company ($10,000,000 principal amount of
9.23% Series Bonds)
(EIN No. 362554642)
State of Incorporation: Illinois
State of Principal Place of Business: Illinois
Payments by wire transfer of immediately available funds
to be made to its Account No. 23 80524 in:
Harris Trust and Savings Bank (ABA #0710 0028 8)
111 West Monroe Street
Chicago, Illinois 60603
Attn. Trust Collection Dept.
with sufficient information to identify the source
and application of such funds
Notices of payments, written confirmations of such wire
transfers and all other communications to be sent to:
Allstate Life Insurance Company
Allstate Plaza West J 2A
Northbrook, Illinois 60062
Attention: Investment Department -
Taxable Fixed Income Division
Allstate Life Insurance Company ($12,000,000 principal amount of
9.34% Series Bonds)
(EIN No. 362554642)
State of Incorporation: Illinois
State of Principal Place of Business: Illinois
Payments by wire transfer of immediately available funds
to be made to its Account No. 23 87158 in:
Harris Trust and Savings Bank (ABA #0710 0028 8)
111 West Monroe Street
Chicago, Illinois 60603
Attn. Trust Collection Dept.
with sufficient information to identity the source
and application of such funds
Notices of payments, written confirmations of such wire
transfers and all other communications to be sent to:
Allstate Life Insurance Company
Allstate Plaza West J-2A
Northbrook, Illinois 60062
Attention: Investment Department -
Taxable Fixed Income Division
Allstate Life Insurance Company of New York ($3,000,000 principal
amount of 9.34% Series Bonds)
(EIN No. 36 2608394)
State of Incorporation: New York
State of Principal Place of Business: New York
Payments by wire transfer of immediately available funds
to be made to its Account No. 7 3761-0 in:
Marine Midland Bank, N.A. (ABA #0210 0108 8)
140 Broadway
New York, New York 10015
Attn: Trust Teller
with sufficient information to identify the source
and application of such funds
Notices of payments, written confirmations of such wire
transfers and all other communications to be sent to:
Allstate Life Insurance Company of New York
Allstate Plaza West J-2A
Northbrook, Illinois 60062
Attention: Investment Department - Private Place-
ment taxable Fixed Income Division
