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REGISTRATION NO. 33-53855
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DELMARVA POWER & LIGHT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE AND VIRGINIA 51-0084283
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
800 KING STREET
P.O. BOX 231
WILMINGTON, DELAWARE 19899
(302) 429-3011
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BARBARA S. GRAHAM,
SENIOR VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
800 KING STREET
P.O. BOX 231
WILMINGTON, DELAWARE 19899
(302) 429-3448
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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PROSPECTUS
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$250,000,000
DELMARVA POWER & LIGHT COMPANY
COMMON STOCK
MEDIUM TERM NOTES, SERIES C
FIRST MORTGAGE BONDS (SECURED MEDIUM-TERM NOTES)
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Delmarva Power & Light Company (the "Company") may offer from time to time
not more than $250,000,000 in the aggregate of the following securities, at
prices and on terms to be determined at or prior to the time of sale: (i)
shares of Common Stock, par value $2.25 per share (the "New Common Stock");
(ii) unsecured Medium Term Notes, Series C (the "New Notes"), and (iii) First
Mortgage Bonds, which may be designated "Secured Medium-Term Notes" (the "New
Bonds")(the New Notes and the New Bonds are herein collectively called the
"Debt Securities" and the New Common Stock and the Debt Securities are herein
collectively called the "Securities").
Specific terms of each issue of the Securities will be set forth in an
accompanying prospectus supplement and, in the case of Medium-Term Notes, a
pricing supplement (collectively, a "Prospectus Supplement"), together with the
terms of the offering of such issue of the Securities. The applicable
Prospectus Supplement will set forth with regard to the particular Securities,
without limitation, the following: (i) in the case of the New Common Stock, the
number of shares of New Common Stock being issued at such time; and (ii) in the
case of the Debt Securities, the designation or designations, the principal
amount or amounts, the date or dates of maturity, the interest rate or rates,
the interest accrual date or dates, the interest payment dates, any sinking
fund or other redemption provisions and any other specific terms of the Debt
Securities being issued at such time.
The Debt Securities will be represented either by global securities
registered in the name of a nominee of The Depository Trust Company, as
depository, or by certificated securities issued to the registered owners
thereof, as set forth in the applicable Prospectus Supplement. Interests in the
global securities will be shown on, and transfers thereof will be effected only
through, records maintained by The Depository Trust Company (with respect to
its participants' interests) and by its participants or persons that hold
through such participants (with respect to the interest of persons other than
such participants). Except under the circumstances described herein,
certificated securities will not be issued in exchange for global securities.
For further information relating to the New Common Stock, see "Description of
the New Common Stock" herein and the applicable Prospectus Supplement. For
further information relating to the Debt Securities, see "Description of the
New Notes," "Description of the New Bonds" and "Book-Entry System" herein, and
the applicable Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-SENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The Company may sell the Securities through underwriters, dealers or agents,
or directly to one or more purchasers. The applicable Prospectus Supplement
will set forth the names of underwriters, dealers or agents, if any, and the
price to the public of such Securities, any applicable commissions or discounts
and the net proceeds to the Company, or the means of determining the same, from
any such sale. See "Plan of Distribution" for possible indemnification
arrangements for underwriters, dealers, agents and purchasers.
Outstanding shares of Common Stock are listed on and the shares of New Common
Stock also will be listed on the New York Stock Exchange (Symbol: DEW) and the
Philadelphia Stock Exchange. The Debt Securities may be listed on one or more
securities exchanges at the Company's discretion.
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The date of this Prospectus is , 199
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC" or the "Commission"). Such reports, proxy statements and
other information may be inspected and copied at the offices of the Commission
at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; 14th
Floor, 500 West Madison Street, Chicago, Illinois; and 13th Floor, Seven World
Trade Center, New York, New York. Copies of this material may also be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Certain securities of the Company
are listed on the New York and Philadelphia Stock Exchanges, and reports, proxy
material and other information concerning the Company can also be inspected at
the offices of both Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the Commission
pursuant to the Exchange Act, are incorporated by reference in this Prospectus
and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1993;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994;
3. The Company's Current Report on Form 8-K dated May 25, 1994;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1994;
5. The Company's Current Report on Form 8-K dated October 17, 1994; and
6. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be made a part hereof from
their respective dates of filing; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Section 13 of
the Exchange Act prior to the filing with the Commission of the Company's most
recent Annual Report on Form 10-K shall not be deemed to be incorporated by
reference herein or to be a part hereof from and after the date of the filing
of such Annual Report on Form 10-K. The documents incorporated by reference
herein or in any documents incorporated or deemed to be incorporated by
reference herein are sometimes hereinafter called the "Incorporated Documents."
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or in any subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus has been delivered, on
the request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference in this
Prospectus, other than exhibits to such Incorporated Documents, except exhibits
that are specifically incorporated by reference into the information that this
Prospectus incorporates. Requests for such copies should be directed to Mr.
Donald P. Connelly, Secretary, Delmarva Power & Light Company, 800 King Street,
P.O. Box 231, Wilmington, Delaware 19899, (302) 429-3011.
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THE COMPANY
The Company was incorporated in Delaware on April 22, 1909, and in Virginia
on December 31, 1979. The Company's principal executive offices are located at
800 King Street, P. O. Box 231, Wilmington, Delaware 19899, (302) 429-3011.
The Company is an investor-owned public utility which provides electric
service to approximately 388,500 customers on the Delmarva Peninsula in an area
consisting of about 5,700 square miles with a population of approximately
1,000,000. The Company also provides natural gas service to approximately
93,000 customers in an area consisting of about 275 square miles with a
population of approximately 452,000 in northern Delaware, including the City of
Wilmington.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities will be added to its general funds and used for financing the
capital requirements of the Company, including financing the Company's utility
construction program, financing acquisitions of other entities or facilities,
refunding or redeeming, in whole or in part, certain of the Company's
outstanding securities, and other general corporate purposes relating to the
Company's utility business, including the repayment of short-term borrowings
incurred for any such purposes. To the extent the proceeds are not immediately
so used, they may be temporarily invested in short-term interest-bearing
obligations.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
12 MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, -----------------------------
1994 1993 1992 1991 1990 1989
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<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges
(SEC Method)...................... 3.43X 3.47X 3.03X 2.58X 2.03X 3.01X
</TABLE>
Under the SEC Method, earnings, including AFUDC, have been computed by adding
the amount of income taxes and fixed charges to Net Income. Fixed charges
include gross interest expense and the estimated interest component of rentals.
Excluding the one-time charge for the Company's voluntary early retirement
offer, the ratio of earnings to fixed charges for the twelve months ended
September 30, 1994, would be 3.68X. Excluding the gain from the Company's share
of a settlement reached in the lawsuit against PECO Energy Company, formerly
known as Philadelphia Electric Company, in connection with the shutdown of the
Peach Bottom Atomic Power Station, the ratio of earnings to fixed charges for
the year ended December 31, 1992, would be 2.78X. Net income and income taxes
related to the cumulative effect of a change in accounting for unbilled
revenues recorded in 1991 are excluded from the computation of this ratio.
Excluding the write-off of an investment in certain non-regulated subsidiary
projects, the ratio of earnings to fixed charges for the year ended December
31, 1990, would be 2.89X.
DESCRIPTION OF COMMON STOCK
The statements under this heading do not purport to be complete and are
subject to the detailed provisions of the Company's Restated Certificate and
Articles of Incorporation, as amended (the "Charter"), and the Company's
Mortgage and Deed of Trust dated October 1, 1943, as amended and supplemented
(the "Mortgage"), a copy of each of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The shares of the
Company's Common Stock currently outstanding and the New Common Stock are
herein collectively called the "Common Stock."
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DIVIDEND RIGHTS
The holders of Common Stock shall be entitled to receive such dividends as
may be declared by the Board of Directors, except that the holders of the
Preferred Stock have a right to receive cumulative dividends at the rates set
forth in the title of each series thereof before any dividends are paid to the
holders of Common Stock.
LIMITATIONS ON PAYMENT OF DIVIDENDS ON COMMON STOCK
The Charter and the Mortgage contain restrictions on the payment of cash
dividends on Common Stock, including restrictions that would become applicable
if Common Stock equity were less than 25% of total capitalization. (At
September 30, 1994, Common Stock equity was approximately 47.6% of total
capitalization, including Variable Rate Demand Bonds.) Retained earnings
available for dividends on Common Stock as of September 30, 1994, were
approximately $238.1 million under the most restrictive of these provisions.
VOTING RIGHTS
The holders of Common Stock have one vote for each share held. Except as
provided by law and as hereinafter set forth, the holders of the Preferred
Stock are not entitled to vote. Upon default in the payment of dividends on the
Preferred Stock in an amount equivalent to or exceeding one year's dividends,
and until all dividends in default shall have been paid or declared and set
apart for payment, the holders of the Preferred Stock are entitled as a class
to elect a majority of the Board of Directors and the holders of the Common
Stock are entitled as a class to elect the remaining directors. The consent of
certain proportions of the Preferred Stock is required to effect a merger,
consolidation or sale or other disposition of all of the Company's assets, to
amend, alter, change or repeal any of the express terms of the Preferred Stock
in a manner prejudicial to its holders, to increase the authorized number of
shares of, or to create or authorize any kind of stock ranking prior to or on
parity with, or any security convertible into, the Preferred Stock and to issue
unsecured debt or additional shares of the Preferred Stock unless certain
capitalization and coverages tests are met. In some cases, the right to vote
only applies in certain circumstances.
OTHER RIGHTS
The holders of Common Stock have no preemptive rights to purchase additional
shares of Common Stock or securities convertible into Common Stock.
The outstanding shares of Common Stock are, and the additional shares offered
by this Prospectus upon issuance will be, fully paid and non-assessable.
Subject to the preferential rights of creditors and the holders of Preferred
Stock, the holders of the Common Stock are entitled to share ratably in the
distribution of all remaining assets in the event of liquidation.
CLASSIFICATION OF THE BOARD OF DIRECTORS
The Board of Directors is divided into three classes, each class consisting,
as nearly as possible, of one-third of the total number of directors
constituting the entire Board.
DESCRIPTION OF THE NEW NOTES
Unless otherwise specified in the applicable Prospectus Supplement, the
following description of the New Notes will apply.
The New Notes will be issued under the Company's Indenture, dated as of
November 1, 1988 (such Indenture, as supplemented and amended, together with
any constituent instruments establishing the terms of particular Notes (as
hereinafter defined), is herein called the "Indenture"), between the Company
and Chemical Bank, successor to Manufacturers Hanover Trust Company, as trustee
(the "Note Trustee"). The
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statements under this heading do not purport to be complete and are subject to
the detailed provisions of the Indenture, a copy of which has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part.
GENERAL
The Indenture provides that, in addition to the New Notes offered hereby,
additional debt securities (including both interest-bearing and original issue
discount securities) may be issued thereunder without limitation as to the
aggregate principal amount (Indenture, Section 301). The debt securities of all
series under the Indenture are herein collectively called the "Notes." The
Indenture does not limit the amount of other debt, secured or unsecured, that
may be issued by the Company. However, the Charter provides that, so long as
any shares of its Preferred Stock--$100 Par and Preferred Stock--$25 Par are
outstanding, the Company must obtain the consent of the holders of a majority
of the voting power of such Preferred Stock in order to issue or assume any
unsecured debt (other than for refunding or renewing outstanding unsecured
securities of the Company resulting in equal or longer maturities or redeeming
or retiring all outstanding shares of the Company's Preferred Stock) if such
action would cause the total outstanding principal amount of all unsecured debt
to exceed 20% of the Company's secured debt in the aggregate outstanding and
the capital stock, premiums thereon, and surplus of the Company, as stated on
its books at such time.
The New Notes will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Company. Substantially all of the properties
of the Company are subject to the lien of the Mortgage securing the Company's
First Mortgage Bonds. (See "Description of the New Bonds.")
Each New Note will have a maturity ranging from nine months to forty years
commencing on its date of original issuance (the "Original Issue Date"). Unless
otherwise specified in the applicable Prospectus Supplement, each New Note will
bear interest from, and including, the Original Issue Date, or, if later, the
most recent date to which interest has been paid or duly provided for, to, but
excluding, the Interest Payment Date (as hereinafter defined), at the rate per
annum stated on the face thereof until the principal amount thereof is paid or
made available for payment. Interest will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the New Notes being offered hereby
and thereby: (1) the designation or designations and the principal amount or
amounts of such New Notes; (2) the purchase price or prices of such New Notes
(the "Issue Price"); (3) the Original Issue Date; (4) the date or dates on
which such New Notes will mature (the "Maturity Date"); (5) the rate or rates
per annum at which and the initial date or dates from which such New Notes will
bear interest (the "Interest Rate"); (6) the initial date or dates from which
interest will accrue; (7) the date or dates on which such interest will be
payable (each, an "Interest Payment Date"); (8) any sinking fund or other
redemption provisions; (9) whether such New Notes will be issued in global form
and, if so, the minimum denominations of interests therein; and (10) any other
specific terms of such New Notes.
FORM, EXCHANGE AND PAYMENT
The New Notes will be issued in fully registered form in denominations of
$1,000 and integral multiples thereof. The New Notes will be transferable and
exchangeable at the office of the Note Trustee in New York City, without
charge, other than taxes or other governmental charges incident thereto
(Indenture, Section 305). Interest on each Interest Payment Date, except at
maturity or upon redemption, will be paid by check in New York Clearing House
funds mailed to the holder of record as of the close of business on the Record
Date with respect to such Interest Payment Date (unless otherwise specified in
the applicable Prospectus Supplement, the Record Date shall be the 15th day of
the calendar month, whether or not a Business Day (as hereinafter defined),
next preceding such Interest Payment Date); provided, however, that, unless
otherwise specified in the applicable Prospectus Supplement, if the Original
Issue Date of any New Note is after a Record Date and before the corresponding
Interest Payment Date, such New Note will bear interest from
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the Original Issue Date but payment of interest shall commence on the second
Interest Payment Date succeeding the Original Issue Date. Payment of the
principal of and premium and interest, if any, on the New Notes at the Maturity
Date or upon redemption will be in immediately available funds upon
presentation of the New Notes at the office of the Note Trustee (Indenture,
Section 307, and Form of New Note). If the Maturity Date or any Interest
Payment Date falls on a day that is not a Business Day, the related payment of
principal, premium, if any, or interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest will
accrue on the amount so payable for the period after the scheduled payment
date. "Business Day" means any day, other than a Saturday or Sunday, that is
not a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to remain closed.
Notwithstanding the foregoing, if the Company elects to use the book-entry
system through the Depository (as defined in "Book-Entry System"), for so long
as the New Notes shall be held by the Depository or its nominee, owners of
interests in the New Notes will not be entitled to have any individual New
Notes registered in their names, and transfers of interests and payments of
principal, premium, if any, and interest will be made as described herein under
"Book-Entry System."
REDEMPTION
Any terms for the optional or mandatory redemption of New Notes will be set
forth in the applicable Prospectus Supplement. If redeemable, such New Notes
will be redeemed only upon notice, by mail, not less than 30 nor more than 60
days prior to the date fixed for redemption. Any notice of optional redemption
may state that such redemption shall be conditional upon the receipt by the
Note Trustee, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and the premium and interest, if any, on the
New Notes to be redeemed and that if such money has not been so received, such
notice will be of no force or effect and the Company will not be required to
redeem such New Notes (Indenture, Section 404).
EVENTS OF DEFAULT
The following constitute Events of Default under the Indenture with respect
to each series of Notes outstanding thereunder:
(a) failure to pay any interest on any Note of such series or any
additional amount payable pursuant to the Indenture within 30 days after
the same becomes due and payable;
(b) failure to pay the principal of, or premium, if any, on, any Note of
such series within 3 Business Days after its maturity;
(c) failure to perform or breach of any covenant or warranty of the
Company in the Indenture (other than a covenant or warranty of the Company
in the Indenture solely for the benefit of one or more series of Notes
other than such series) for 90 days after written notice to the Company by
the Note Trustee or to the Company and the Note Trustee by the Holders of
at least 25% in principal amount of the Notes of such series outstanding
under the Indenture as provided in the Indenture;
(d) default under any bond, debenture, note or other evidence of
indebtedness of the Company for borrowed money (including Notes of other
series issued under the Indenture) or under any mortgage, indenture or
other instrument securing or evidencing any indebtedness of the Company for
borrowed money, which default:
(1) shall constitute a failure to make any payment in excess of
$5,000,000 of the principal of, or interest on, such indebtedness, or
(2) shall have resulted in such indebtedness in an amount in excess
of $10,000,000 becoming or being declared due and payable prior to the
date it would otherwise have become due and payable, without such
payment having been made, such indebtedness having been discharged, or
such acceleration having been rescinded or annulled, within a period of
90 days after written notice
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to the Company by the Note Trustee or to the Company and the Note
Trustee by the Holders of at least 25% in principal amount of the Notes
of such series outstanding under the Indenture as provided in the
Indenture;
(e) certain events of bankruptcy, insolvency or reorganization; and
(f) any other Event of Default specified with respect to the Notes of
such series (Indenture, Section 801).
An Event of Default with respect to the New Notes does not necessarily
constitute an Event of Default with respect to the Notes of any other series
issued under the Indenture.
REMEDIES
If an Event of Default with respect to any series of the Notes occurs and is
continuing, then either the Note Trustee or the Holders of not less than 33% in
principal amount of the Notes of such series may declare the principal amount
of all of the Notes of such series to be due and payable immediately; provided,
however, that if any Event of Default occurs and is continuing with respect to
more than one series of Notes, the Note Trustee or the Holders of not less than
33% in aggregate principal amount of the Notes of all such series, considered
as one class, may make such declaration of acceleration and not the Holders of
the Notes of any one of such series.
At any time after the declaration of acceleration with respect to the Notes
of any series has been made and before a judgment or decree for payment of the
money due has been obtained, the Holders of a majority in principal amount of
the Notes of such series, by written notice to the Company and the Note
Trustee, may rescind and annul such declaration and its consequences, if:
(a) the Company has paid or deposited with the Note Trustee a sum
sufficient to pay
(1) all overdue interest on all Notes of such series;
(2) the principal of and premium, if any, on any Notes of such series
that have become due otherwise than by such declaration of acceleration
and interest thereon at the rate or rates prescribed therefor in such
Notes;
(3) interest upon overdue interest at the rate or rates prescribed
therefor in such Notes, to the extent that payment of such interest is
lawful; and
(4) all amounts due to the Note Trustee under the Indenture;
and
(b) any other Event or Events of Default with respect to the Notes of
such series, other than the nonpayment of the principal of Notes of such
series which has become due solely by such declaration of acceleration,
have been cured or waived as provided in the Indenture (Indenture, Section
802).
If an Event of Default with respect to the Notes of any series occurs and is
continuing, the Holders of a majority in principal amount of the Notes of such
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Note Trustee, or exercising any
trust or power conferred on the Note Trustee, with respect to the Notes of such
series; provided, however, that if an Event of Default occurs and is continuing
with respect to more than one series of Notes, the Holders of a majority in
aggregate principal amount of the Notes of all such series, considered as one
class, will have the right to make such direction, and not the Holders of the
Notes of any one of such series; and provided, further, that (a) any such
direction will not be in conflict with any rule of law or with the Indenture
and could not involve the Note Trustee in personal liability in circumstances
where indemnity would not, in the Note Trustee's sole discretion, be adequate
and (b) the Note Trustee may take any other action it deems proper which is not
inconsistent with such direction (Indenture, Section 812). The right of a
Holder of any Note of such series to institute a proceeding with respect to the
Indenture is subject to certain conditions precedent, but each Holder has an
absolute right to receive payment of principal and premium and interest, if
any, when
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due and to institute suit for the enforcement of any such payment (Indenture,
Sections 807 and 808). The Indenture provides that the Note Trustee, within 90
days after the occurrence of any default thereunder with respect to the Notes
of a series, is required to give the Holders of the Notes of such series notice
of any default, unless cured or waived; provided, however, that, except in the
case of a default in the payment of principal of or premium or interest, if
any, on any Notes of such series, the Note Trustee may withhold such notice if
the Note Trustee determines that it is in the interest of such Holders to do
so; and provided, further, that in the case of an Event of Default of the
character specified above in clause (c) under "Events of Default," no such
notice shall be given to such Holders until at least 30 days after the
occurrence thereof (Indenture, Section 902).
The Company will be required to furnish annually to the Note Trustee a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance (Indenture,
Section 608).
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
The Company will not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person unless (a) the corporation formed by such consolidation
or into which the Company is merged or the Person that acquires by conveyance
or transfer, or that leases, the property and assets of the Company
substantially as an entirety, is a Person organized and existing under the laws
of the United States of America, any State thereof or the District of Columbia,
and such Person expressly assumes, by supplemental indenture, the due and
punctual payment of the principal of and premium and interest, if any, on all
of the Notes and the performance of all of the covenants of the Company under
the Indenture, (b) immediately after giving effect to such transactions, no
Event of Default, and no event that after notice or lapse of time would become
an Event of Default, will have occurred and be continuing, and (c) the Company
shall have delivered to the Note Trustee an Officers' Certificate and an
Opinion of Counsel confirming that such transaction is in compliance with the
Indenture (Indenture, Section 1101).
MODIFICATION OF INDENTURE
Without the consent of any Holders of Notes, the Company and the Note Trustee
may enter into one or more supplemental indentures for any of the following
purposes:
(a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company in the
Indenture and the Notes; or
(b) to add to the covenants of the Company for the benefit of the Holders
of all or any series of Notes or Tranche thereof or to surrender any right
or power conferred upon the Company by the Indenture; or
(c) to add any additional Events of Default with respect to all or any
series of Notes; or
(d) to change or eliminate any provision of the Indenture; provided,
however, that if such change or elimination will materially and adversely
affect the interests of the Holders of the Notes of any series or Tranche
thereof, such change or elimination will become effective with respect to
such Notes only when they no longer remain Outstanding; or
(e) to provide collateral security for the Notes; or
(f) to establish the form or terms of Notes of any series or Tranche
thereof as contemplated by the Indenture; or
(g) to evidence and provide for acceptance of the appointment of a
separate or successor trustee under the Indenture with respect to the Notes
of one or more series and to add to or change any of the provisions of the
Indenture as shall be necessary to provide for or to facilitate the
administration of the trusts under the Indenture by more than one Note
Trustee; or
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(h) to provide for the procedures required to permit the utilization of a
noncertificated system of registration for any Notes or Tranche thereof; or
(i) to cure any ambiguity, defect or inconsistency or to make any other
provisions with respect to matters and questions arising under the
Indenture; provided, however, that such action or other provisions shall
not adversely affect the interests of the Holders of Notes of any series or
Tranche thereof in any material respect. (Indenture, Section 1201.)
Other than as stated in the preceding paragraph, the consent of the Holders
of not less than a majority in principal amount of the Notes of all series,
considered as one class, is required for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the
Indenture pursuant to a supplemental indenture; provided, however, that if less
than all of the series of Notes are directly affected by a supplemental
indenture, then the consent only of the Holders of a majority in aggregate
principal amount of the Notes of all series so directly affected, considered as
one class, will be required; and provided, further, that if the Notes of any
series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of Notes
of one or more, but less than all, of such Tranches, then the consent only of
the Holders of a majority in aggregate principal amount of the Notes of all
Tranches so directly affected, considered as one class, shall be required; and
provided, further, that no such supplemental indenture shall, without the
consent of the Holder of each Note of each series or Tranche directly affected
thereby, (a) change the stated maturity of, or any installment of principal of
or interest on, any Note, or reduce the principal thereof or the rate of
interest, or redemption premium thereon, or change the method of calculating
the rate of interest thereon, or otherwise change the terms or place of payment
of the principal thereof or interest or redemption premium thereon, (b) reduce
the percentage in principal amount of the Notes of such series or Tranche
thereof required to consent to any supplemental indenture or waiver under the
Indenture or to reduce the requirements for quorum and voting, (c) change any
obligation of the Company to maintain an office or agency at the place or
places where the principal of and premium and interest, if any, on the Notes of
such series are payable, or (d) modify certain of the provisions in the
Indenture relating to supplemental indentures, waivers of certain covenants and
waivers of past defaults (Indenture, Section 1202).
A supplemental indenture that changes or eliminates any covenant or other
provision of the Indenture which has expressly been included solely for the
benefit of one or more particular series of Notes or Tranche thereof, or that
modifies the rights of the holders of Notes of such series or Tranche thereof
with respect to such covenants or other provisions, shall be deemed not to
affect the rights under the Indenture of the Holders of any Notes of any other
series or Tranche thereof (Indenture, Section 1202).
DEFEASANCE
The New Notes, or any portion of the principal amount thereof, will, prior to
the maturity thereof, be deemed to have been paid for purposes of the Indenture
(except as to certain rights such as rights of registrations of transfer or
exchange expressly provided for in the Indenture), and the entire indebtedness
of the Company in respect thereof will be deemed to have been satisfied and
discharged, if there shall have been irrevocably deposited with the Note
Trustee, in trust (a) money in an amount that will be sufficient, or (b)
Government Obligations (as hereinafter defined), that do not contain provisions
permitting the redemption or other prepayment thereof at the option of the
issuer thereof, the principal of and the interest on which when due, without
any regard to reinvestment thereof, will provide monies that, together with the
money, if any, deposited with or held by the Note Trustee, will be sufficient,
or (c) a combination of (a) and (b) that will be sufficient to pay when due the
principal of and premium and interest, if any, due and to become due on the New
Notes or such portion thereof on and prior to the maturity thereof. For this
purpose, "Government Obligations" include direct obligations of, or obligations
unconditionally guaranteed by, the United States of America entitled to the
benefit of the full faith and credit thereof and certificates, depository
receipts or other instruments which evidence a direct ownership interest in
such obligations or in any specific interest or principal payments due in
respect thereof (Indenture, Section 701).
9
<PAGE>
DESCRIPTION OF THE NEW BONDS
The New Bonds will be issued under the Mortgage, to which Chemical Bank is
the successor trustee (the "Bond Trustee"). The statements under this heading
do not purport to be complete and are subject to the detailed provisions of the
Mortgage. The bonds of all series under the Mortgage are herein collectively
called the "Bonds".
GENERAL
The New Bonds will have maturities ranging from nine months to forty years.
Each New Bond will bear interest from, and including, the date specified in the
applicable Prospectus Supplement, or, if later, the most recent date to which
interest has been paid or duly provided for, at the rate per annum stated on
the face thereof until the principal amount thereof is paid or made available
for payment. Interest on the New Bonds will be computed on the basis of a 360-
day year consisting of twelve 30-day months.
Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the New Bonds being offered hereby
and thereby: (1) the designation or designations and the principal amount or
amounts of such New Bonds; (2) the purchase price or prices of such New Bonds;
(3) the original issue date of such New Bonds; (4) the date or dates on which
such New Bonds will mature; (5) the rate or rates per annum at which and the
initial date or dates from which such New Bonds will bear interest; (6) the
initial date or dates from which interest will accrue; (7) the date or dates on
which such interest will be payable; (8) any sinking fund or other redemption
provisions; (9) whether such New Bonds will be issued in global form and, if
so, the minimum denominations of interests therein; and (10) any other specific
terms of such New Bonds.
FORM, EXCHANGE AND PAYMENT
The New Bonds will be issued in fully registered form in denominations of
$1,000 and integral multiples thereof. The New Bonds will be transferable and
exchangeable at the office of the Bond Trustee in New York City, without charge
other than taxes or other governmental charges incident thereto. Principal,
premium, if any, and interest will be payable at such office. Notwithstanding
the foregoing, if the Company elects to use the book-entry system through the
Depository, for so long as the New Bonds shall be held by the Depository or its
nominee, owners of interests in the New Bonds will not be entitled to have any
individual New Bonds registered in their names, and transfers of interests and
payments of principal, premium, if any, and interest will be made as described
herein under "Book-Entry System."
MAINTENANCE FUND
If the amount expended by the Company for certain property additions does not
at the end of each calendar year equal the minimum provision for property
retirements or depreciation (as defined in the Mortgage), computed cumulatively
at the end of each such year, the Company is required to deposit with the Bond
Trustee cash, to the extent of the difference less certain credits, on or
before the next succeeding April 30. The Company may not satisfy the
maintenance requirement by the deposit of cash with the Bond Trustee so long as
property additions remain available as a maintenance fund credit.
Minimum provision for property retirements or depreciation means the greater
of (a) an amount equal to 1/12 of 2 1/2% (2 1/4% prior to September 1, 1967) of
the mathematical average of depreciable fixed property on the books of the
Company on the first and last days of any period, multiplied by the number of
full calendar months included in such period, or (b) the remainder of (i) 15%
of the gross operating revenues of the Company during such period arising from
the operation of bondable property after deducting the cost of electrical
energy and gas purchased for resale in connection with such operation, less
(ii) the charges of operating expenses for current repairs and maintenance of
bondable property.
For the calendar year 1993, the Company applied $66,300,000 of property
additions to satisfy the maintenance requirement.
10
<PAGE>
SECURITY
The New Bonds will be secured equally with all other Bonds outstanding or
hereinafter issued under the Mortgage (except as any sinking fund may afford
additional security for a particular series) by the lien of the Mortgage which
constitutes a first lien on substantially all of the Company's properties
consisting principally of electric generating stations, electric transmission
and distribution lines and substations, gas transmission and distribution
facilities and general office and service buildings, and including its
undivided fractional interest in certain properties, but not including certain
properties to the extent specifically excepted from such lien, such as cash,
securities, judgments, contracts, accounts receivable, choses in action and
goods, wares, merchandise, equipment, materials or supplies held or acquired
for sale or consumption.
Such lien is subject to (a) the conditions and limitations in the instruments
through which the Company claims title to its properties, (b) "excepted
encumbrances" (as defined in the Mortgage), and (c) the prior lien of the Bond
Trustee for its compensation, expenses and liability, and subject further to
the qualification that where payments for rights-of-way on or under private
property for transmission and distribution lines and mains were minor in
amount, no examination of underlying titles as to rights-of-way have been made.
After-acquired property may also be subject to prior liens and to possible
rights of others which may attach prior to recordation of a supplemental
indenture conveying such property to the Bond Trustee after its acquisition.
ISSUANCE OF ADDITIONAL BONDS
Subject to certain conditions and restrictions, additional Bonds may be
issued under the Mortgage to the extent of: (a) 60% of the bondable value of
property additions; (b) the aggregate principal amount of refundable prior lien
Bonds theretofore or then retired; (c) the aggregate principal amount of any
Bonds theretofore issued and thereafter or then retired; or (d) the amount of
cash deposited with the Bond Trustee against the issuance of Bonds, which cash
may be withdrawn to the extent of 60% of the bondable value of property
additions or of the aggregate principal amount of retired Bonds. As of July 31,
1994, the Company's property additions available for the issuance of additional
Bonds and other purposes, excluding retired Bonds and other credits available
for the issuance of additional Bonds, were $580,700,000. Bonds may be issued
pursuant to (a) and (d) above (and in certain cases (b) and (c) above) only if
"net earnings" (as defined in the Mortgage) shall be at least two times the
annual interest requirement on the first mortgage bonds and prior lien bonds to
be outstanding.
RELEASE AND SUBSTITUTION OF PROPERTY
Generally, mortgaged property may be released upon the deposit, pledge with
or certification to the Bond Trustee of the consideration received therefor,
but at not less than the fair value thereof.
DIVIDEND RESTRICTIONS ON COMMON STOCK
The Mortgage prohibits the payment of cash dividends on Common Stock unless
thereafter there remains earned surplus of the Company accumulated on or after
October 15, 1943, in an amount equivalent to any deficiency in the property
retirement and depreciation requirement computed in accordance with the
Mortgage. There is no such deficiency at this time.
MODIFICATION OF MORTGAGE
The Mortgage may be modified with the consent of the Company and of the
holders of 75% in principal amount of the Bonds then outstanding which are
affected by such modification; provided, however, that no such modification
shall change the terms of payment of the Bonds without the consent of the
bondholders affected, or reduce the percentage of consent required for
modification without the consent of all the bondholders.
11
<PAGE>
DEFAULT
The Mortgage provides that the following events will constitute "completed
defaults" thereunder: failure to pay principal; failure for 60 days to pay
interest; failure to pay principal, premium, or interest upon any outstanding
prior lien bonds beyond the period of grace specified; certain events in
involuntary bankruptcy or insolvency proceedings which continue for a period of
60 days after a court order or decree in such proceedings; certain events in
voluntary bankruptcy or insolvency proceedings; an assignment for benefit of
creditors; and failure to perform any other provisions of the Mortgage for 60
days after written notice shall have been given to the Company by the Bond
Trustee or to the Company and the Bond Trustee by the holders of at least 25%
in principal amount of the Bonds then outstanding. If a completed default
exists, the holders of not less than a majority in principal amount of the
Bonds then outstanding may in writing require the Bond Trustee to take such
action to enforce payment of the Bonds then outstanding and to foreclose the
Mortgage and sell the property. The Bond Trustee is not obligated to take the
aforesaid action unless the Bond Trustee has been reasonably indemnified. Under
the Mortgage, no periodic evidences are required to be furnished to the Bond
Trustee as to the absence of a completed default or as to compliance with the
terms of the Mortgage.
BOOK-ENTRY SYSTEM
The Debt Securities, at the option of the Company, may be issued as either
certificated securities or global securities. If, as described in the
applicable Prospectus Supplement, the Company shall elect to use a book-entry
system with respect to any issue of the Debt Securities, upon issuance, all of
such Debt Securities will be represented by one fully-registered global
security (the "Global Security"). The Global Security will be deposited with,
or on behalf of, The Depository Trust Company ("DTC") or such other depository
as may be subsequently designated (the "Depository") and registered in the name
of the Depository or a nominee thereof.
So long as the Depository, or its nominee, is the registered owner of a
Global Security, such Depository or such nominee, as the case may be, will be
considered the owner of such Global Security for all purposes under the
Indenture or the Mortgage, as the case may be, including notices and voting.
Payments of principal of, and premium, if any, and interest on, the Global
Security will be made to the Depository or its nominee, as the case may be, as
the registered owner of such Global Security. Except as set forth below, the
owners of beneficial interests in a Global Security will not be entitled to
have any individual Debt Securities registered in their names, will not receive
or be entitled to receive physical delivery of any such Debt Securities and
will not be considered the owners of Debt Securities under the Indenture or the
Mortgage, as the case may be. Accordingly, each person holding a beneficial
interest in a Global Security must rely on the procedures of the Depository
and, if such person is not a Direct Participant (as hereinafter defined), on
procedures of the Direct Participant through which such person holds its
interest, to exercise any of the rights of the registered owner of such Debt
Security.
The following is based solely on information furnished by DTC:
DTC will act as securities depository for the Global Securities. The Global
Securities will be issued as fully-registered securities registered in the name
of CEDE & Co. (DTC's partnership nominee).
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates.
12
<PAGE>
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations ("Direct
Participants"). DTC is owned by a number of its Direct Participants and by The
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Commission.
Purchases of the Debt Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for such purchases of
Debt Securities on DTC's records. The ownership interest of each actual
purchaser of each Debt Security ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchases, but Beneficial Owners
are expected to receive written confirmation providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interest in the Debt Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Debt Securities, except in the event that use
of the book-entry system for the Debt Securities is discontinued.
To facilitate subsequent transfers, all Debt Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
CEDE & Co. The deposit of Debt Securities with DTC and their registration in
the name of CEDE & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Debt Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Debt Securities are credited, which may or may not be the Beneficial Owners.
The Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
If the Debt Securities are redeemable prior to the maturity date, redemption
notices shall be sent to CEDE & Co. If less than all of the Debt Securities are
being redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor CEDE & Co. will consent or vote with respect to the Debt
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
CEDE & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Debt Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the Debt Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the date on which
interest is payable in accordance with their respective holdings shown on DTC's
records, unless DTC has reason to believe that it will not receive payment on
such payment date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, the Note Trustee, the Bond Trustee, or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Company
and the Note Trustee or the Bond Trustee, as the case may be. Disbursement of
such payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
13
<PAGE>
DTC may discontinue providing services as securities depository with respect
to the Debt Securities at any time by giving reasonable notice to the Company,
the Note Trustee, and the Bond Trustee. The Company may decide to discontinue
use of the system of book-entry transfers through DTC (or a successor
securities depository). Under such circumstances, in the event that a successor
securities depository is not obtained, Debt Securities in certificated form
will be printed and delivered.
* * * * *
Neither the Company nor the Note Trustee nor the Bond Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interest in the Debt Securities or for
maintaining, supervising, or reviewing any records relating to such beneficial
interests.
VALIDITY OF THE SECURITIES
The validity of the Securities will be passed upon for the Company by Dale G.
Stoodley, General Counsel for the Company, and for any underwriters or agents
by Reid & Priest LLP, 40 West 57th Street, New York, New York. Reid & Priest
LLP may rely as to matters of all laws, other than New York and Federal laws,
upon the opinion of Mr. Stoodley. Mr. Stoodley may rely as to matters of
Virginia law upon the opinion of Peter F. Clark, Assistant General Counsel for
the Company, as to matters of Maryland, New Jersey, and Pennsylvania law upon
the opinions of counsel admitted in such jurisdictions, and as to matters of
New York law upon the opinion of Reid & Priest LLP. All matters pertaining to
titles, the lien and enforceability of the Mortgage and franchises will be
passed upon only by Mr. Stoodley, relying as to Virginia law upon the opinion
of Mr. Clark, and as to matters of Maryland, New Jersey, and Pennsylvania law
upon the opinions of counsel admitted in such jurisdictions. From time to time,
Reid & Priest LLP has represented the Company with respect to matters unrelated
to the Securities.
As of December 31, 1994, Mr. Stoodley held, in the form of stock and share
equivalents in the Company's employee benefit plans, approximately 2,241 shares
of the Company's Common Stock and had been granted 1,780 performance shares as
to which full rights will not vest, if at all, until a future date. On such
date, Mr. Stoodley's shares, including the performance shares, had a fair
market value of approximately $72,944.
EXPERTS
The consolidated financial statements and related schedules incorporated by
reference in this Prospectus from the Company's Annual Report on Form 10-K for
the year ended December 31, 1993, have been audited by Coopers & Lybrand LLP,
independent public accountants, as indicated in their reports with respect
thereto, which reports include an explanatory paragraph regarding the Company's
changes in its methods of accounting in 1991, for unbilled revenues, and in
1993, for income taxes and postretirement benefits other than pensions, and are
incorporated by reference herein in reliance upon such reports given upon the
authority of that firm as experts in accounting and auditing.
Dale G. Stoodley, General Counsel for the Company, has reviewed the
statements as to matters of law and legal conclusions under "Description of the
Common Stock," "Description of the New Notes" and "Description of the New
Bonds" and in the Incorporated Documents and such statements are included
herein and therein upon his authority as an expert.
14
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to a limited number of purchasers or to
a single purchaser; or (iii) through agents. The applicable Prospectus
Supplement will set forth the terms of the offering of the Securities offered
thereby, the purchase price of such Securities and the proceeds to the Company
from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale, the Securities will be acquired by the
underwriters for their own account and may be sold from time to time in one or
more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of the sale. The
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters as may be designated by the
Company, or directly by one or more of such firms. The underwriter or
underwriters with respect to a particular underwritten offering of Securities
will be named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will
be set forth on the cover page of such Prospectus Supplement. Unless otherwise
set forth in the applicable Prospectus Supplement, the obligations of the
underwriters to purchase the Securities offered thereby will be subject to
certain conditions precedent, and the underwriters will be obligated to
purchase all such Securities if any are purchased.
Securities may be sold directly by the Company or through agents designated
by the Company from time to time. The applicable Prospectus Supplement will set
forth the name of any agent involved in the offer or sale of the Securities in
respect of which such Prospectus Supplement is delivered as well as any
commissions payable by the Company to such agent. Unless otherwise indicated in
the applicable Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. Such contracts will be subject to any conditions set forth in such
Prospectus Supplement and the commission payable for solicitation of such
contracts will be set forth therein.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended.
15
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
EXHIBIT INDEX NUMBER
------------- -------
<S> <C>
Form of Underwriting Agreement relating to the New Common Stock. 1-A
Form of Distribution Agreement relating to the Debt Securities. 1-B
Form of Underwriting Agreement relating to New Bonds. 1-C
A copy of the Company's Restated Certificate and Articles of 3-A
Incorporation effective as of April 12, 1990 (filed with
Registration No. 33-50453).*
A copy of the Company's Certificate of Designation and Articles of 3-B
Amendment establishing the 7 3/4% Preferred Stock--$25 Par (filed
with Registration No. 33-50453).*
A copy of the Company's Certificate of Designation and Articles of 3-C
Amendment establishing the 6 3/4% Preferred Stock.
A copy of the Company's By-Laws as amended September 30, 1993 3-D
(filed with Form 10-K for the year ended December 31, 1993, File
No. 1-1405).*
A copy of the Mortgage and Deed of Trust from the Company to The 4-A
New York Trust Company as Trustee, dated as of October 1, 1943,
and copies of the First through Sixty-Eighth Supplemental
Indentures thereto (filed with Registration No. 33-1763).*
A copy of the Sixty-Ninth Supplemental Indenture (filed with 4-B
Registration No. 33-39756).*
Copies of the Seventieth through Seventy-Fourth Supplemental 4-C
Indentures (filed with Registration No. 33-24955).*
Copies of the Seventy-Fifth through Seventy-Seventh Supplemental 4-D
Indentures (filed with Registration No. 33-39756).*
A copy of the Seventy-Eighth and Seventy-Ninth Supplemental 4-E
Indentures (filed with Registration No. 33-46892).*
A copy of the Eightieth Supplemental Indenture (filed with 4-F
Registration No. 33-49750).*
A copy of the Eighty-First Supplemental Indenture (filed with 4-G
Registration No. 33-57652).*
A copy of the Eighty-Second Supplemental Indenture (filed with 4-H
Registration No.
33-63582).*
A copy of the Eighty-Third Supplemental Indenture (filed with 4-I
Registration No. 33-50453).*
A Copy of the Eighty-Fourth Supplemental Indenture. 4-J
A Copy of the Eighty-Fifth Supplemental Indenture. 4-K
A Copy of the Eighty-Sixth Supplemental Indenture. 4-L
A Copy of the Eighty-Seventh Supplemental Indenture. 4-M
A Copy of the Eighty-Eighth Supplemental Indenture relating to the 4-N
Debt Securities.
Indenture between the Company and Chemical Bank (successor to 4-O
Manufacturers Hanover Trust Company) as Trustee dated as of
November 1, 1988, relating to the New Notes (filed with
Registration No. 33-46892).*
Opinion of Dale G. Stoodley, General Counsel for the Company, 5-A
regarding legality under Delaware and Virginia law.
Opinion of Peter F. Clark, Assistant General Counsel for the 5-B
Company, regarding legality under Virginia law.
Statement of Computation of Ratio of Earnings to Fixed Charges 12
(filed with Form 10-Q for the quarter ended September 30, 1994,
File No. 1-1405).*
See Page II-5 for the Consent of Independent Public Accountants. 23
The Consents of Mr. Stoodley and Mr. Clark are included in their
respective opinions filed as Exhibits 5-A and 5-B.
Power of Attorney (see Page II-3). 24
Statement of Eligibility and Qualification of the Note Trustee and 25
Bond Trustee on Form
T-1.
Financial Data Schedule (filed with Form 10-Q for the quarter 27
ended September 30, 1994, File No. 1-1405).*
</TABLE>
- --------
* Incorporated by reference pursuant to Rule 411.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1-A Form of Underwriting Agreement relating to the New Common Stock.
1-B Form of Distribution Agreement relating to the Debt Securities.
1-C Form of Underwriting Agreement relating to New Bonds.
3-A A copy of the Company's Restated Certificate and Articles of
Incorporation effective as of April 12, 1990 (filed with
Registration No. 33-50453).*
3-B A copy of the Company's Certificate of Designation and Articles of
Amendment establishing the 7 3/4% Preferred Stock--$25 Par (filed
with Registration No. 33-50453).*
3-C A copy of the Company's Certificate of Designation and Articles of
Amendment establishing the 6 3/4% Preferred Stock.
3-D A copy of the Company's By-Laws as amended September 30, 1993 (filed
with Form 10-K for the year ended December 31, 1993, File No. 1-
1405).*
4-A A copy of the Mortgage and Deed of Trust from the Company to The New
York Trust Company as Trustee, dated as of October 1, 1943, and
copies of the First through Sixty-Eighth Supplemental Indentures
thereto (filed with Registration No. 33-1763).*
4-B A copy of the Sixty-Ninth Supplemental Indenture (filed with
Registration No. 33-39756).*
4-C Copies of the Seventieth through Seventy-Fourth Supplemental
Indentures (filed with Registration No. 33-24955).*
4-D Copies of the Seventy-Fifth through Seventy-Seventh Supplemental
Indentures (filed with Registration No. 33-39756).*
4-E A copy of the Seventy-Eighth and Seventy-Ninth Supplemental
Indentures (filed with Registration No. 33-46892).*
4-F A copy of the Eightieth Supplemental Indenture (filed with
Registration No. 33-49750).*
4-G A copy of the Eighty-First Supplemental Indenture (filed with
Registration No. 33-57652).*
4-H A copy of the Eighty-Second Supplemental Indenture (filed with
Registration No.
33-63582).*
4-I A copy of the Eighty-Third Supplemental Indenture (filed with
Registration No. 33-50453).*
4-J A Copy of the Eighty-Fourth Supplemental Indenture.
4-K A Copy of the Eighty-Fifth Supplemental Indenture.
4-L A Copy of the Eighty-Sixth Supplemental Indenture.
4-M A Copy of the Eighty-Seventh Supplemental Indenture.
4-N A Copy of the Eighty-Eighth Supplemental Indenture relating to the
Debt Securities.
4-O Indenture between the Company and Chemical Bank (successor to
Manufacturers Hanover Trust Company) as Trustee dated as of November
1, 1988, relating to the New Notes (filed with Registration No. 33-
46892).*
5-A Opinion of Dale G. Stoodley, General Counsel for the Company,
regarding legality under Delaware and Virginia law.
5-B Opinion of Peter F. Clark, Assistant General Counsel for the
Company, regarding legality under Virginia law.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
12 Statement of Computation of Ratio of Earnings to Fixed Charges
(filed with Form 10-Q for the quarter ended September 30, 1994, File
No. 1-1405).*
23 See Page II-5 for the Consent of Independent Public Accountants. The
Consents of Mr. Stoodley and Mr. Clark are included in their
respective opinions filed as Exhibits 5-A and 5-B.
24 Power of Attorney (see Page II-3).
25 Statement of Eligibility and Qualification of the Note Trustee and
Bond Trustee on Form
T-1.
27 Financial Data Schedule (filed with Form 10-Q for the quarter ended
September 30, 1994, File No. 1-1405).*
</TABLE>
- --------
* Incorporated by reference pursuant to Rule 411.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
REGISTRATION STATEMENT NO. 33-53855 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WILMINGTON, STATE OF
DELAWARE, ON THE 30TH DAY OF JANUARY, 1995.
Delmarva Power & Light Company
By: /s/ B. S. Graham
---------------------------------
(B. S. GRAHAM, SENIOR VICE
PRESIDENT, TREASURER AND CHIEF
FINANCIAL OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
H. E. Cosgrove Chairman of the
Board, President,
Chief Executive
Officer and Director
(Principal Executive
Officer)
By: /s/ B. S. Graham January 30, 1995
----------------------------
(B. S. Graham,
Attorney in Fact)
B. S. Graham Senior Vice January 30, 1995
President, Treasurer
and Chief Financial
Officer (Principal
Financial Officer)
James P. Lavin Comptroller and
Chief Accounting
Officer (Principal
Accounting Officer)
By: /s/ B. S. Graham January 30, 1995
----------------------------
(B. S. Graham,
Attorney in Fact)
</TABLE>
DIRECTORS
Michael G. Abercrombie, Robert D. Burris, Audrey K. Doberstein, M. B. Emery,
Sarah I. Gore, James C. Johnson, III, H. R. Landon, James T. McKinstry
By: /s/ B. S. Graham January 30, 1995
--------------------------
(B. S. Graham,
Attorney in Fact)
II-3
<PAGE>
CERTIFICATE OF DESIGNATION
AND
ARTICLES OF AMENDMENT
OF
BOARD OF DIRECTORS
OF
DELMARVA POWER & LIGHT COMPANY
ESTABLISHING
A SERIES OF PREFERRED STOCK DESIGNATED 6 3/4% PREFERRED STOCK AND FIXING THE
DIVIDEND RATE, REDEMPTION PRICES AND OTHER SPECIAL RIGHTS AND TERMS OF SUCH
SERIES.
We, H. E. Cosgrove, President, and D. P. Connelly, Secretary, of Delmarva
Power & Light Company, a corporation duly organized and existing under and by
virtue of the laws of the State of Delaware and Commonwealth of Virginia, DO
HEREBY CERTIFY:
That the name of the corporation is Delmarva Power & Light Company (the
"Company");
That pursuant to authority expressly vested in it by the provisions of its
Restated Certificate and Articles of Incorporation, as amended, the Board of
Directors of Delmarva Power & Light Company, at a meeting duly held and convened
on October 28, 1993, duly adopted the following resolutions:
RESOLVED, That the Company hereby designates, creates and amends its
Restated Certificate and Articles of Incorporation, as amended, to establish
$20,000,000 aggregate par value of a new series of its authorized Preferred
Stock, which shall be designated as "6 3/4% Preferred Stock", consisting
initially of 200,000 shares of the par value of $100 per share; and
FURTHER RESOLVED, That the terms of the 6 3/4% Preferred Stock in the
respects in which the shares of such series may vary from shares of other series
of the Preferred Stock shall be as follows:
(1) The dividend rate shall be 6 3/4% per annum on the par value thereof,
and November 4, 1993, shall be the date from which dividends shall be cumulative
on all shares issued on or prior to the record date for the dividend payable
December 31, 1993; and
(2) Dividends shall be payable quarter-yearly on the last days of March,
June, September and December; and
(3) The 6 3/4% Preferred Stock will not be redeemable prior to November 1,
2003; and
(4) Beginning on November 1, 2003, the 6 3/4% Preferred Stock will be
redeemable at any time at the option of the Company in whole or in part at $100
per share, together with dividends accumulated and unpaid to the redemption
date; and
(5) The amount per share payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company shall be
$100.00 per share; and
(6) In the case of the redemption of a part only of the 6 3/4% Preferred
Stock, the Company shall select by lot the shares so to be redeemed.
* * * *
<PAGE>
IN WITNESS WHEREOF, Delmarva Power & Light Company has caused its corporate
seal to be hereunto affixed and this certificate to be signed by its President
and its Secretary this 28th day of October, 1993.
DELMARVA POWER & LIGHT COMPANY
By: /s/ H. E. COSGROVE
-------------------
H. E. Cosgrove
SEAL President
By: /s/ D. P. CONNELLY
-------------------
D. P. Connelly
Secretary
STATE OF DELAWARE )
COUNTY OF NEW CASTLE ) SS.
I, JACQUELINE D. BUTLER, a Notary Public in and for the State and County
aforesaid, hereby certify that this day appeared before me H. E. Cosgrove and D.
P. Connelly, who, being by me duly sworn, made oath and said that they were
President and Secretary, respectively, of Delmarva Power & Light Company, that
they each executed the foregoing Certificate of Designation and Articles of
Amendment for and on behalf of Delmarva Power & Light Company, that they each
are familiar with such instrument and the contents thereof, and that the facts
set forth therein are true to the best of their knowledge, information and
belief.
Given under my hand and notarized seal this 28th day of October, 1993.
/s/ JACQUELINE D. BUTLER
------------------------
Notary Public
SEAL My Commission expires on
4-3-94
------------------------
-2-
<PAGE>
This Instrument Prepared By
/s/ Donna J. Quisenberry
-------------------------
Donna J. Quisenberry
Delmarva Power & Light Company
800 King Street
Wilmington, DE 19801
- -------------------------------------------------------------------------------
DELMARVA POWER & LIGHT COMPANY
TO
CHEMICAL BANK,
Trustee.
----------------
EIGHTY-SEVENTH SUPPLEMENTAL
INDENTURE
----------------
Dated as of January 1, 1994
(but executed on the dates shown on the execution page)
- -------------------------------------------------------------------------------
<PAGE>
This EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of the first day of
January, 1994 (but executed on the dates hereinafter shown), made and entered
into by and between DELMARVA POWER & LIGHT COMPANY, a corporation of the State
of Delaware and the Commonwealth of Virginia, hereinafter called the Company and
CHEMICAL BANK, a corporation of the State of New York, hereinafter called the
Trustee;
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered its Indenture of
Mortgage and Deed of Trust (hereinafter in this Eighty-Seventh Supplemental
Indenture called the "Original Indenture"), dated as of October 1, 1943, to the
New York Trust Company, a corporation of the State of New York, as Trustee, to
which Chemical Bank is successor Trustee, to secure the First Mortgage Bonds of
the Company, unlimited in aggregate principal amount and issuable in series,
from time to time, in the manner and subject to the conditions set forth in the
Original Indenture granted and conveyed unto the Trustee, upon the trusts, uses
and purposes specifically therein set forth, certain real estate, franchises and
other property therein described, including property acquired after the date
thereof, except as therein otherwise provided; and
WHEREAS, by eighty-six indentures supplemental to said Original Indenture
dated as of October 1, 1943, of which eighty-six supplemental indentures the
Eighty-Sixth Supplemental Indenture is dated as of October 1, 1993, the said
Original Indenture has been modified and supplemented (hereinafter, as so
supplemented and amended, called the "Indenture"); and
WHEREAS, it is provided in and by said Original Indenture, inter alia, as
follows:
"IT IS HEREBY AGREED by the Company that all the property, rights and
franchises acquired by the Company after the date hereof (except any
hereinbefore or hereinafter expressly excepted) shall (subject to the
provisions of Section 9.01 hereof and to the extent permitted by law) be as
fully embraced within the lien hereof as if such property, rights and
franchises were now owned by the Company and/or specifically described
herein and conveyed hereby;"
and
WHEREAS, the Company has acquired certain other property, real, personal
and mixed, which has not heretofore been specifically conveyed to the Trustee;
NOW, THEREFORE, this EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH that
for and in consideration of the premises and in pursuance of the provisions of
said Indenture, the Company has granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents does grant, bargain, sell, release, convey, assign, transfer, mortgage,
pledge, set over and confirm unto
<PAGE>
-2-
the Trustee and to its successors in the trust in the Indenture created, to its
and their assigns forever, all the following described properties of the
Company, and does confirm that the Company will not cause or consent to a
partition, either voluntary or through legal proceedings, of property, whether
herein described or heretofore or hereafter acquired, in which its ownership
shall be as tenant in common, except as permitted by, and in conformity with,
the provisions of the said Indenture and particularly of Article IX thereof:
No. 1 - All that certain lot on parcel of land situate in Atlantic
Magisterial Hundred, Accomack County, Virginia, containing approximately 2.845
acres and described according to a survey of McCrone, Inc., Engineers and
Surveyors of Easton, Maryland, dated August 24, 1988, and being more
particularly described in and as was conveyed to Delmarva Power & Light Company
by deed of Glenwood T. Fisher and Zepha C. Fisher dated October 21, 1988, and
recorded November 14, 1988, in the Clerk's Office for the Circuit Court of
Accomack County, Virginia, in Deed Book 552, Page 768.
The above properties and rights are designated "V0121" for the purposes of
the Original Indenture and all the indentures supplemental thereto.
No. 2 - All that certain lot, tract, or parcel of land situate in Salisbury
Election District, of Wicomico County, Maryland, containing approximately 11.54
acres as shown on plot of "Robinhood Park", prepared by G. F. Schafer, Surveyor,
dated September 1962, and recorded among the Land Records of Wicomico County,
Maryland, in Liber J.W.T.S. No. 514, Folio 79, and being more particularly
described in and as was conveyed to Delmarva Power & Light Company by deed of
John B. Robins, IV, and David W. Simpson, Jr., trustees, dated September 3,
1993, and recorded September 17, 1993, in the Land Records of Wicomico County,
Maryland, in Deed Book 1355, Page 486.
The above properties and rights are designated "M1142" for the purposes of
the Original Indenture and all indentures supplemental thereto.
No. 3 - All that certain piece of parcel of land, together with the track
thereon, being a portion of the line of railroad known as the Penn Central
Edgemoor Track and identified as Line Code 1252, situate in Brandywine Hundred,
New Castle County, Delaware, containing approximately 0.34 acres which is
bounded and described in accordance with a Plat of Survey identified as Drawing
No. 8602428-4128, dated February 25, 1993, prepared by Rolf H.H. Ziegler,
Registered Land Surveyor No. LS-239, of the State of Delaware, and being more
particularly described in and as was conveyed to Delmarva Power & Light Company
by deed of Consolidated Rail Corporation, a Corporation of the Commonwealth of
Pennsylvania, dated October 18, 1993, and recorded November 4, 1993, in the
Recorder of Deeds Office in and for New Castle County, Delaware, in Deed Book
1618, page 135.
The above properties and rights are designated "501" for the purposes of
the Original Indenture and all the indentures supplemental thereto.
<PAGE>
-3-
No. 4 - All those certain tracts, pieces or parcels of land situate at
South Madison Street and Beech Street, City of Wilmington, New Castle County,
Delaware, and shown as Parcels 1 and 2 on a plan prepared by VanDemark & Lynch,
Inc., Engineers, Planners and Surveyors, Wilmington, Delaware, dated May 11,
1993, and being more particularly described in and as was conveyed to Delmarva
Power & Light Company by deed of Delmarva Power & Light Company, a corporation
of the State of Delaware and Commonwealth of Virginia, dated September 1, 1993,
and recorded September 14, 1993, in the Recorder of Deeds Office in and for New
Castle County, Delaware, in Deed Book 1587, Page 255. This deed is a
correctional deed without consideration for the purpose of consolidating three
contiguous parcels (Company Deed Nos. 19, 19A, 24, and 137) into one parcel and
to clarify by metes and bounds the description of the resulting parcel.
The above properties and rights are designated "502" for the purposes of
the Original Indenture and all the indentures supplemental thereto.
No. 5 - Company Deed No. 377, dated December 23, 1975 and recorded in the
Office of the Recorder of Deeds in and for New Castle County, Delaware, in Deed
Book T, Volume 91, Page 187, James P. Brennan, Trustee, under Agreement dated
August 12, 1967, known as "The Choptank Trust" did convey unto Delmarva Power &
Light Company approximately 231.878 acres of land, lying and being in St.
Georges Hundred, New Castle County, Delaware, known as Parcel No. 1, Parcel No.
2, and Parcel No. 3, on the Record Minor Subdivision Plan of property of James
P. Brennan, Trustee, as recorded in and for New Castle County, State of
Delaware, in Microfilm No. 4997, corrected by Deed of Correction, dated
September 16, 1992, and recorded January 25, 1993, in the Recorder of Deeds
Office in and for New Castle County, Delaware, in Deed Book 1463, Page 160.
The above properties and rights are designated "377" for the purposes of
the Original Indenture and all the indentures supplemental thereto.
Together with all other property, real, personal and mixed, tangible and
intangible (except such property as in said Indenture expressly excepted from
the lien and operation thereof), acquired by the Company on or prior to December
31, 1993, and not heretofore specifically subjected to the lien of the said
Indenture.
Also without limitation of the generality of the foregoing, the easements
and rights-of-way and other rights in or relating to real estate or the
occupancy of the same owned by the Company, and whether used or not used in
connection with the Company's operations, which are conveyed to the Company and
recorded in the following Real Property Deed Records to which reference is made
for a more particular description, to wit:
<PAGE>
-4-
<TABLE>
<CAPTION>
State and County
- ------------------
DELAWARE
Kent
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
02/23/93 MTS S 052 160 09/17/93 MTS P 053 200
02/23/93 MTS S 052 162 09/17/93 MTS P 053 202
06/29/93 MTS F 053 116 09/17/93 MTS P 053 204
06/29/93 MTS F 053 118 09/17/93 MTS P 053 206
06/29/93 MTS F 053 120 09/17/93 MTS P 053 208
07/30/93 MTS I 053 296 09/17/93 MTS P 053 210
07/30/93 MTS I 053 298 10/01/93 MTS R 053 105
07/30/93 MTS I 053 300 11/04/93 MTS V 053 247
07/30/93 MTS I 053 302
07/30/93 MTS I 053 304
<CAPTION>
State and County
- ------------------
DELAWARE
New Castle
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
09/23/93 1594 0241 09/27/93 1594 0273
09/27/93 1594 0243 10/04/93 1600 0327
09/27/93 1594 0245 10/04/93 1600 0329
09/27/93 1594 0247 10/04/93 1600 0331
09/27/93 1594 0249 10/04/93 1600 0333
09/27/93 1594 0251 10/04/93 1600 0335
09/27/93 1594 0253 10/04/93 1600 0337
09/27/93 1594 0255 10/04/93 1600 0339
09/27/93 1594 0257 10/04/93 1600 0346
09/27/93 1594 0259 11/12/93 1623 0253
09/27/93 1594 0261 11/12/93 1623 0255
09/27/93 1594 0263 11/12/93 1623 0257
09/27/93 1594 0265 11/12/93 1623 0259
09/27/93 1594 0267 11/12/93 1623 0261
09/27/93 1594 0270
</TABLE>
<PAGE>
-5-
<TABLE>
<CAPTION>
State and County
- ------------------
DELAWARE
Sussex
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/29/93 DDG 1904 144 09/28/93 DDG 1936 331
03/29/93 DDG 1904 146 09/28/93 DDG 1936 333
03/29/93 DDG 1904 148 09/28/93 DDG 1936 335
03/29/93 DDG 1904 150 10/07/93 DDG 1938 208
03/29/93 DDG 1904 152 10/07/93 DDG 1938 210
04/13/93 DDS 1906 304 11/15/93 DDG 1945 191
04/13/93 DDS 1906 307 11/15/93 DDG 1945 193
04/13/93 DDS 1906 310 11/15/93 DDG 1945 195
04/13/93 DDG 1906 313 11/15/93 DDG 1945 197
08/12/93 DDG 1929 064 11/15/93 DDG 1945 199
09/28/93 DDG 1936 317 11/15/93 DDG 1945 201
09/28/93 DDG 1936 319 11/15/93 DDG 1945 203
09/28/93 DDG 1936 321 11/15/93 DDG 1945 205
09/28/93 DDG 1936 323 11/15/93 DDG 1945 207
09/28/93 DDG 1936 325 12/16/93 DDG 1951 175
09/28/93 DDG 1936 327 12/16/93 DDG 1951 177
09/28/93 DDG 1936 329
<CAPTION>
State and County
- ------------------
MARYLAND
Caroline
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
02/24/93 FDM 251 963 09/09/93 FDM 255 742
03/02/93 FDM 252 018 09/09/93 FDM 255 744
03/19/93 FDM 252 216 09/09/93 FDM 255 746
03/19/93 FDM 252 218 10/01/93 FDM 256 722
03/19/93 FDM 252 220 10/01/93 FDM 256 724
03/19/93 FDM 252 222 01/05/94 FDM 261 237
03/19/93 FDM 252 224 01/05/94 FDM 261 239
03/19/93 FDM 252 226 01/05/94 FDM 261 241
03/19/93 FDM 252 228
</TABLE>
<PAGE>
-6-
<TABLE>
<CAPTION>
State and County
- ------------------
MARYLAND
Cecil
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
12/07/93 FDM 466 808
<CAPTION>
State and County
- ------------------
MARYLAND
Dorchester
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
08/17/93 PLC 292 067 08/17/93 PLC 292 089
08/17/93 PLC 292 075 09/20/93 PLC 293 393
08/17/93 PLC 292 082 10/13/93 PLC 294 341
<CAPTION>
State and County
- ------------------
MARYLAND
Kent
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
02/24/93 MLM 036 093 03/19/93 MLM 037 128
02/24/93 MLM 036 095 03/19/93 MLM 037 130
02/24/93 MLM 036 097 05/21/93 MLM 040 033
02/24/93 MLM 036 099 09/02/93 MLM 045 338
02/24/93 MLM 036 101 09/02/93 MLM 045 340
02/24/93 MLM 036 103 09/02/93 MLM 045 342
02/24/93 MLM 036 105 09/02/93 MLM 045 344
02/24/93 MLM 036 107 09/02/93 MLM 045 346
02/24/93 MLM 036 109 11/15/93 MLM 049 089
02/24/93 MLM 036 111 11/15/93 MLM 049 091
03/19/93 MLM 037 116 11/15/93 MLM 049 093
03/19/93 MLM 037 122 11/15/93 MLM 049 095
03/19/93 MLM 037 124 11/15/93 MLM 049 097
03/19/93 MLM 037 126 11/15/93 MLM 049 099
</TABLE>
<PAGE>
-7-
<TABLE>
<CAPTION>
(continued)
State and County
- ------------------
MARYLAND
Kent
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
11/15/93 MLM 049 101 11/15/93 MLM 049 133
11/15/93 MLM 049 104 11/15/93 MLM 049 135
11/15/93 MLM 049 107 11/15/93 MLM 049 137
11/15/93 MLM 049 109 11/15/93 MLM 049 139
11/15/93 MLM 049 111 11/15/93 MLM 049 141
11/15/93 MLM 049 113 11/15/93 MLM 049 143
11/15/93 MLM 049 115 11/15/93 MLM 049 145
11/15/93 MLM 049 117 11/15/93 MLM 049 147
11/15/93 MLM 049 119 12/06/93 MLM 050 255
11/15/93 MLM 049 121 12/06/93 MLM 050 257
11/15/93 MLM 049 123 12/06/93 MLM 050 259
11/15/93 MLM 049 125 12/06/93 MLM 050 261
11/15/93 MLM 049 127 12/06/93 MLM 050 263
11/15/93 MLM 049 129 12/15/93 MLM 033 099
11/15/93 MLM 049 131
<CAPTION>
State and County
- ------------------
MARYLAND
Queen Annes
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/19/93 MWM 0422 078 10/01/93 MWM 0440 665
03/19/93 MWM 0422 081 10/01/93 MWM 0440 667
03/19/93 MWM 0422 085 10/01/93 MWM 0440 669
03/19/93 MWM 0422 088 10/01/93 MWM 0440 671
03/19/93 MWM 0422 091 10/01/93 MWM 0440 673
03/19/93 MWM 0422 093 11/04/93 MWM 0443 801
04/08/93 MWM 0423 516 11/04/93 MWM 0443 803
04/08/93 MWM 0423 518 11/04/93 MWM 0443 805
09/02/93 MWM 0437 615 11/04/93 MWM 0443 807
09/02/93 MWM 0437 617 11/04/93 MWM 0443 809
09/02/93 MWM 0437 619 11/04/93 MWM 0443 811
09/02/93 MWM 0437 621 11/04/93 MWM 0443 813
09/02/93 MWM 0437 623 11/04/93 MWM 0443 815
10/01/93 MWM 0440 663 11/04/93 MWM 0443 817
</TABLE>
<PAGE>
-8-
<TABLE>
<CAPTION>
(continued)
State and County
- ------------------
MARYLAND
Queen Annes
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
11/04/93 MWM 0443 819 01/28/94 MWM 0453 209
11/12/93 MWM 0444 558 01/28/94 MWM 0453 211
12/06/93 MWM 0446 948 01/28/94 MWM 0453 213
12/06/93 MWM 0446 950 01/28/94 MWM 0453 215
12/06/93 MWM 0446 952 01/28/94 MWM 0453 217
12/06/93 MWM 0446 954 01/28/94 MWM 0453 219
01/28/94 MWM 0453 188 01/28/94 MWM 0453 221
01/28/94 MWM 0453 190 01/28/94 MWM 0453 223
01/28/94 MWM 0453 193 01/28/94 MWM 0453 225
01/28/94 MWM 0453 195 01/28/94 MWM 0453 227
01/28/94 MWM 0453 197 01/28/94 MWM 0453 229
01/28/94 MWM 0453 199 01/28/94 MWM 0453 231
01/28/94 MWM 0453 201 01/28/94 MWM 0453 233
01/28/94 MWM 0453 203 01/28/94 MWM 0453 235
01/28/94 MWM 0453 205 01/28/94 MWM 0453 239
01/28/94 MWM 0453 207 01/28/94 MWM 0453 241
<CAPTION>
State and County
- ------------------
MARYLAND
Somerset
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
04/22/93 ITP 0410 1107 09/02/93 ITP 0414 094
04/22/93 ITP 0410 1109 09/02/93 ITP 0414 096
04/22/93 ITP 0410 1112 09/02/93 ITP 0414 098
04/22/93 ITP 0410 1114 11/04/93 ITP 0415 369
04/22/93 ITP 0410 1116 11/04/93 ITP 0415 371
04/22/93 ITP 0410 1118 11/04/93 ITP 0415 373
05/03/93 ITP 0411 0254 01/28/94 ITP 0417 308
05/03/93 ITP 0411 0256 01/28/94 ITP 0417 310
05/03/93 ITP 0411 0258 01/28/94 ITP 0417 312
05/03/93 ITP 0411 0260
</TABLE>
<PAGE>
-9-
<TABLE>
<CAPTION>
State and County
- ----------------
MARYLAND
Talbot
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/26/93 MAS 0747 488 10/25/93 MAS 0762 743
03/26/93 MAS 0747 491 10/26/93 MAS 0762 774
03/26/93 MAS 0747 494 10/26/93 MAS 0762 779
03/26/93 MAS 0747 497 10/26/93 MAS 0762 783
03/26/93 MAS 0747 500 10/26/93 MAS 0762 787
03/26/93 MAS 0747 502 11/04/93 MAS 0763 783
03/26/93 MAS 0747 504 11/08/93 MAS 0763 952
08/18/93 MAS 0757 450 11/08/93 MAS 0763 953
08/27/93 MAS 0758 154 11/10/93 MAS 0764 285
09/02/93 MAS 0758 589 11/10/93 MAS 0764 288
09/03/93 MAS 0758 721 12/06/93 MAS 0766 236
09/03/93 MAS 0758 723 12/07/93 MAS 0766 387
09/03/93 MAS 0758 725 12/09/93 MAS 0766 609
09/03/93 MAS 0758 727 12/09/93 MAS 0766 612
09/03/93 MAS 0758 729 12/09/93 MAS 0766 615
09/03/93 MAS 0758 731 02/11/94 MAS 0771 632
09/03/93 MAS 0758 733 02/11/94 MAS 0771 843
09/03/93 MAS 0758 735 02/11/94 MAS 0771 845
09/03/93 MAS 0758 737 02/11/94 MAS 0771 847
09/25/93 MAS 0760 382 02/22/94 MAS 0772 828
10/01/93 MAS 0760 819
</TABLE>
<PAGE>
-10-
<TABLE>
<CAPTION>
State and County
- ------------------
MARYLAND
Wicomico
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/01/93 MSB 1328 271 10/06/93 MSB 1357 880
03/01/93 MSB 1328 273 11/12/93 MSB 1363 635
03/01/93 MSB 1328 275 11/12/93 MSB 1363 638
03/01/93 MSB 1328 277 11/12/93 MSB 1363 640
03/01/93 MSB 1328 279 11/12/93 MSB 1363 642
03/01/93 MSB 1328 281 11/12/93 MSB 1363 644
03/01/93 MSB 1328 283 11/12/93 MSB 1363 646
03/01/93 MSB 1328 285 12/06/93 MSB 1367 244
03/01/93 MSB 1328 287 12/06/93 MSB 1367 246
03/01/93 MSB 1328 289 12/06/93 MSB 1367 248
03/01/93 MSB 1328 291 12/06/93 MSB 1367 250
03/01/93 MSB 1328 293 12/06/93 MSB 1367 252
06/03/93 MSB 1340 241 12/06/93 MSB 1367 254
06/28/93 MSB 1344 091 01/31/94 MSB 1376 627
06/28/93 MSB 1344 095 01/31/94 MSB 1376 629
06/28/93 MSB 1344 097 01/31/94 MSB 1376 633
06/28/93 MSB 1344 099 01/31/94 MSB 1376 635
06/28/93 MSB 1344 101 01/31/94 MSB 1376 637
06/28/93 MSB 1344 103 01/31/94 MSB 1376 640
06/28/93 MSB 1344 105 01/31/94 MSB 1376 642
09/02/93 MSB 1353 858 01/31/94 MSB 1376 644
09/02/93 MSB 1353 860 01/31/94 MSB 1376 646
09/13/93 MSB 1354 798 01/31/94 MSB 1376 648
10/06/93 MSB 1357 876 01/31/94 MSB 1376 650
10/06/93 MSB 1357 878
<CAPTION>
State and County
- ------------------
MARYLAND
Worcester
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/22/93 RHO 1916 202 09/02/93 RJO 1967 488
03/22/93 RHO 1916 204 10/18/93 RJO 1982 173
03/22/93 RHO 1916 206 11/04/93 RJO 1989 147
09/02/93 RJO 1967 486 11/04/93 RJO 1989 149
</TABLE>
<PAGE>
-11-
<TABLE>
<CAPTION>
State and County
- ------------------
VIRGINIA
Accomack
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/22/93 SHC 0638 653 12/06/93 SHC 0655 607
03/22/93 SHC 0638 656 12/06/93 SHC 0655 610
03/22/93 SHC 0638 659 12/06/93 SHC 0655 613
08/20/93 SHC 0649 493 12/06/93 SHC 0655 616
11/05/93 SHC 0653 455 12/06/93 SHC 0655 619
11/05/93 SHC 0653 458 12/06/93 SHC 0655 622
11/05/93 SHC 0653 461 12/06/93 SHC 0655 625
11/05/93 SHC 0653 464 12/06/93 SHC 0655 628
11/05/93 SHC 0653 467 12/06/93 SHC 0655 631
11/05/93 SHC 0653 470 12/06/93 SHC 0655 634
12/06/93 SHC 0655 580 12/06/93 SHC 0655 638
12/06/93 SHC 0655 583 01/28/94 SHC 0658 535
12/06/93 SHC 0655 598 01/28/94 SHC 0658 538
12/06/93 SHC 0655 601 01/28/94 SHC 0658 541
12/06/93 SHC 0655 604
<CAPTION>
State and County
- ------------------
VIRGINIA
Northampton
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
02/24/93 KFA 259 822 12/06/93 SHC 264 867
03/22/93 KFA 260 238 12/06/93 SHC 264 869
08/20/93 KFA 262 868 12/06/93 SHC 264 871
11/04/93 SHC 264 299 12/06/93 SHC 264 873
12/06/93 SHC 264 861 12/06/93 SHC 264 875
12/06/93 SHC 264 863 12/06/93 SHC 264 877
12/06/93 SHC 264 865 12/06/93 SHC 264 879
</TABLE>
<PAGE>
-12-
As supplemented and amended by this Eighty-Seventh Supplemental Indenture,
the Original Indenture and all indentures supplemental thereto are in all
respects ratified and confirmed and the Original Indenture and the aforesaid
supplemental indentures and this Eighty-Seventh Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
This Eighty-Seventh Supplemental Indenture shall be simultaneously executed
in several counterparts, and all such counterparts executed and delivered, each
as an original, shall constitute but one and the same instrument.
The recitals of fact contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
the same.
The debtor and its mailing address are Delmarva Power & Light Company, 800
King Street, P. O. Box 231, Wilmington, Delaware 19899. The secured party and
its address, from which information concerning the security interest hereunder
may be obtained, are Chemical Bank, 450 West 33rd Street, New York, New York
10001, Attn: Corporate Trustee Administration Department.
The Company acknowledges that it received a true and correct copy of this
Eighty-Seventh Supplemental Indenture.
This Eighty-Seventh Supplemental Indenture is executed and delivered
pursuant to the provisions of Section 5.11 and paragraph (a) of Section 17.01 of
the Indenture for the purpose of conveying, transferring and assigning to the
Trustee and of subjecting to the lien of the Indenture with the same force and
effect as though included in the granting clause thereof the above described
property so acquired by the Company on or prior to the date of execution, and
not heretofore specifically subject to the lien of the Indenture; but nothing
contained in this Eighty-Seventh Supplemental Indenture shall be deemed in any
manner to affect (except for such purposes) or to impair the provisions, terms
and conditions of the Original Indenture, or of any indenture supplemental
thereto and the provisions, terms and conditions thereof are hereby expressly
confirmed.
The recitals hereinabove set forth are made solely by the Company and the
Trustee shall have no responsibility therefor.
<PAGE>
-13-
IN WITNESS WHEREOF, the Company has caused this instrument to be signed in
its name and behalf by its Vice President and its corporate seal to be hereunto
affixed and attested by its Secretary and the Trustee has caused this instrument
to be signed in its name and behalf by an Assistant Vice President and its
corporate seal to be hereunto affixed and attested by a Trust Officer, effective
as of the 1st day of January, 1994.
DELMARVA POWER & LIGHT COMPANY
Date of Execution By /s/ B. S. Graham
April 21, 1994 -------------------------
B. S. GRAHAM
VICE PRESIDENT
[Seal]
Attest:
/s/ D. P. Connelly
-------------------------
D. P. CONNELLY
SECRETARY
CHEMICAL BANK
Date of Execution By /s/ G. John Kirsch
April 22, 1994 -------------------------
G. JOHN KIRSCH
ASSISTANT VICE PRESIDENT
[Seal]
Attest:
/s/ Yvonnne D. Benn
-------------------------
YVONNE D. BENN
TRUST OFFICER
<PAGE>
-14-
STATE OF DELAWARE )
) SS.
NEW CASTLE COUNTY )
BE IT REMEMBERED that on this 21st day of April, 1994, personally came
before me, a notary public for the State of Delaware, B. S. GRAHAM, Vice
President of DELMARVA POWER & LIGHT COMPANY, a corporation of the State of
Delaware and the Commonwealth of Virginia (the "Company"), party to the
foregoing instrument, known to me personally to be such, and acknowledged the
instrument to be her own act and deed and the act and deed of the Company; that
her signature is in her own proper handwriting; that the seal affixed is the
common or corporate seal of the Company; and that her act of signing, sealing,
executing and delivering such instrument was duly authorized by resolution of
the Board of Directors of the Company.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ Sheryl R. Hynson
------------------------------------
Notary Public, State of Delaware
My Commission expires March 16, 1995.
[Seal]
Certification
-------------
This document was prepared under the supervision of an attorney admitted to
practice before the Court of Appeals of Maryland, or by or on behalf of one of
the parties named in the within instrument.
/s/ Donna J. Quisenberry
------------------------------------
<PAGE>
-15-
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 22nd day of April, 1994, personally came
before me, a Notary Public for the State of New York, G. JOHN KIRSCH, an
Assistant Vice President of CHEMICAL BANK, a corporation of the State of New
York (the "Trustee"), party to the foregoing instrument, known to me personally
to be such, and acknowledged the instrument to be his own act and deed and the
act and deed of the Trustee; that his signature is his own proper handwriting;
that the seal affixed is the common or corporate seal of the Trustee; and that
his act of signing, sealing, executing and delivering said instrument was duly
authorized by resolution of the Board of Directors of the Trustee.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ James Foley
----------------------------------
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
Commission Expires August 31, 1994
[Seal]
<PAGE>
-16-
CERTIFICATE OF RESIDENCE
CHEMICAL BANK, successor Trustee to the Trustee within named, by merger,
hereby certifies that its precise residence is 450 West 33rd Street, in the
Borough of Manhattan, in The City of New York, in the State of New York.
CHEMICAL BANK
By /s/ G. John Kirsch
------------------------
G. JOHN KIRSCH
ASSISTANT VICE PRESIDENT
<PAGE>
-17-
RECORDATION DATA
Executed Counterparts of the Eighty-Seventh Supplemental Indenture were
recorded in Real Property Mortgage Records as follows:
<TABLE>
<CAPTION>
Received Mortgage Records
State and County for Record Book Page
- ---------------- ---------- ---- ----
<S> <C> <C> <C>
DELAWARE:
Kent 04/27/94 X-49 94
New Castle 04/28/94 3390 118
Sussex 04/28/94 1936 169
PENNSYLVANIA:
Adams 04/28/94 878 171
Armstrong 04/29/94 1387 270
Bedford 04/28/94 554 339
Blair 04/29/94 1106 224
Cambria 04/29/94 1303 441
Cumberland 04/29/94 1209 1059
Delaware 04/28/94 1248 230
Franklin 04/28/94 945 155
Huntingdon 04/28/94 352 5
Indiana 04/28/94 487 931
Lancaster 04/28/94 4314 470
Montgomery 04/29/94 7402 206
Westmoreland 04/28/94 3373 554
York 04/28/94 880 407
NEW JERSEY:
Burlington 05/25/94 5576 54
Camden 04/27/94 4198 571
Gloucester 04/27/94 2670 309
Mercer 04/27/94 236 101
Middlesex 04/27/94 4712 74
Salem 04/27/94 777 288
Somerset 04/27/94 2424 252
Warren 04/27/94 1510 100
MARYLAND:
Caroline 04/27/94 266 244
Cecil 04/29/94 490 143
Dorchester 04/27/94 303 562
Kent 04/29/94 58 160
Queen Anne's 04/27/94 462 327
Somerset 04/27/94 419 142
Talbot 04/27/94 777 367
Wicomico 04/26/94 1388 805
Worcester 04/29/94 2052 245
VIRGINIA:
Accomack 04/27/94 664 321
Northampton 04/27/94 268 80
</TABLE>
<PAGE>
This Instrument Prepared By
/s/CHRISTIE DAY LEISER
--------------------------------------
Christie Day Leiser
Delmarva Power & Light Company
800 King Street
Wilmington, DE 19801
- --------------------------------------------------------------------------------
DELMARVA POWER & LIGHT COMPANY
TO
CHEMICAL BANK,
Trustee.
----------------
EIGHTY-EIGHTH SUPPLEMENTAL INDENTURE
AND CREDIT LINE DEED OF TRUST
----------------
Effective as of October 1, 1994
(but executed on the dates shown on the execution page)
- -------------------------------------------------------------------------------
THIS IS A CREDIT LINE DEED OF TRUST
<PAGE>
DELMARVA POWER & LIGHT COMPANY
Eighty-Eighth Supplemental Indenture
and Credit Line Deed of Trust
Effective as of October 1, 1994
---------------
TABLE OF CONTENTS/*/
---------------
PAGE
Parties....................................................... 1
Recitals...................................................... 1
Form of Bond of Series I...................................... 2
Form of Bond of Pledged Series I.............................. 6
Recitals...................................................... 9
Granting Clauses.............................................. 10
Description of Property....................................... 10
Appurtenances................................................. 17
After Acquired Property Clause................................ 17
Properties Excepted from Lien and Operation of Indenture...... 17
Habendum...................................................... 18
Subject Clause................................................ 18
Grant in Trust................................................ 18
ARTICLE I
DESIGNATIONS, PROVISIONS, DENOMINATIONS AND ISSUANCE
OF BONDS OF SERIES I
Sec. 1. Designations, Provisions and Denominations of Bonds
of Series I........................................ 18
Sec. 2. Limitation of Principal Amount of Bonds of
Series I........................................... 19
Sec. 3. Issuance of Bonds of Series I........................ 19
- ----------
/*/ The Table of Contents and recording data are not part of the Eighty-Eighth
Supplemental Indenture and Credit Line Deed of Trust as executed.
i
<PAGE>
PAGE
ARTICLE II
DESIGNATIONS, PROVISIONS, DENOMINATIONS AND ISSUANCE
OF BONDS OF PLEDGED SERIES I
Sec. 1. Designations, Provisions and Denominations of Bonds
of Pledged Series I................................ 20
Sec. 2. Limitation of Principal Amount of Bonds of the
Pledged Series..................................... 21
Sec. 3. Issuance of Bonds of Pledged Series I................ 21
ARTICLE III
FUTURE ADVANCES
Security for Future Advances.................................. 21
ARTICLE IV
MISCELLANEOUS
Sec. 1. Original Indenture Confirmed as Supplemented......... 21
Sec. 2. Execution of Counterparts............................ 22
Sec. 3. Recitals are by Company.............................. 22
Sec. 4. Names and Addresses of Debtor and Secured Party...... 22
Sec. 5. Company Acknowledgment............................... 22
Testimonium................................................... 22
Signatures and Seals.......................................... 22
Acknowledgment of Company..................................... 24
Acknowledgment of Trustee..................................... 25
Certificate of Residence...................................... 26
Recordation Data.............................................. 27
ii
<PAGE>
This EIGHTY-EIGHTH SUPPLEMENTAL INDENTURE AND CREDIT LINE DEED OF TRUST,
effective as of the 1st day of October, 1994 (but executed on the dates
hereinafter shown)(the "Eighty-Eighth Supplemental Indenture"), is made and
entered into by and between DELMARVA POWER & LIGHT COMPANY, a Delaware and
Virginia corporation (the "Company") and CHEMICAL BANK, a New York corporation
(the "Trustee");
The following is stated solely for the purpose of complying with Section
55-58.2 of the Code of Virginia, 1950, as amended:
THIS IS A CREDIT LINE DEED OF TRUST
-----------------------------------
The Company's Original Indenture (as hereinafter defined), as amended,
modified and supplemented by all of the indentures supplemental thereto,
including this Eighty-Eighth Supplemental Indenture, shall constitute this
Credit Line Deed of Trust.
Maximum aggregate principal amount of indebtedness to be evidenced by
First Mortgage Bonds, Series I, which may also be designated as Secured Medium-
Term Notes, Series I, and First Mortgage Bonds, Pledged Series I to be issued
under this Eighty-Eighth Supplemental Indenture and secured by the Indenture (as
hereinafter defined) is: $450,000,000.
Name and Address of Beneficiary secured hereby:
Chemical Bank, as Trustee
450 West 33rd Street
New York, NY 10001
Attention: Corporate Trustee
Administration Department
WITNESSETH:
WHEREAS, the Company has executed and delivered its Indenture of Mortgage
and Deed of Trust (the "Original Indenture"), dated as of October 1, 1943, to
the New York Trust Company, a New York corporation, as trustee, to which
Chemical Bank is successor trustee, to secure the First Mortgage Bonds, which
may also be designated as Secured Medium-Term Notes, of the Company (the "First
Mortgage Bonds"), unlimited in aggregate principal amount and issuable in
series, from time to time, in the manner and subject to the conditions set forth
in the Original Indenture granted and conveyed unto the Trustee, upon the
trusts, uses and purposes specifically therein set forth, certain real estate,
franchises and other property therein described, including property acquired
after the date thereof, except as therein otherwise provided; and
WHEREAS, the Original Indenture has been supplemented by eighty-seven
supplemental indentures specifically subjecting to the lien of the Original
Indenture as though included in the granting clause thereof certain property in
the supplemental indentures specifically described and amending and modifying
the provisions of the Original Indenture (the Original Indenture, as amended,
modified and supplemented by all of the indentures supplemental thereto,
including this Eighty-Eighth Supplemental Indenture, is hereinafter called the
"Indenture"); and
WHEREAS, the Original Indenture provides for the issuance of bonds
thereunder in one or more series, the form of each series of bonds and of the
coupons to be attached to any coupon bonds to be substantially in the forms set
forth therein with such omissions, variations
<PAGE>
and insertions as are authorized or permitted by the Original Indenture and
determined and specified by the Board of Directors, or the Executive Committee
of the Board of Directors, of the Company; and
WHEREAS, the Company, by appropriate corporate action in conformity with
the terms of the Original Indenture, has duly determined to create a series of
First Mortgage Bonds to be designated as First Mortgage Bonds, Series I, which
may also be designated as Secured Medium-Term Notes, Series I (hereinafter
sometimes referred to as the "Series I bonds" or the "bonds of Series I"); and
WHEREAS, the Company, by appropriate corporate action in conformity with
the terms of the Original Indenture, also has duly determined to create a series
of First Mortgage Bonds to be designated as First Mortgage Bonds, Pledged Series
I (hereinafter sometimes referred to as the "Pledged Series I bonds" or the
"bonds of Pledged Series I"); and
WHEREAS, the bonds of Series I are to be substantially in the following
form with such additional identification as may be advisable to distinguish each
separate bond of Series I:
[FORM OF FACE OF BOND]
DELMARVA POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, SERIES I
____________________________________
Number: CUSIP:
Maturity Date:
Interest Rate:
Interest Commencement Date:
Interest Payment Dates:
Redemption Provisions:
Registered Owner:
Principal Amount: Dollars
DELMARVA POWER & LIGHT COMPANY, a Delaware and Virginia corporation (the
"Company"), for value received, hereby promises to pay to the Registered Owner
identified above, or registered assigns as hereinafter provided, the Principal
Amount identified above, on the Maturity Date identified above, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for public and private debts, and to pay interest thereon, on
the date or dates and at the rate set forth above, or, if interest shall be at a
variable rate, at the rates to be determined as set forth herein, at said office
or agency in like coin or currency, from the Interest Payment Date to which
-2-
<PAGE>
interest has been paid preceding the date hereof (unless the date hereof is an
Interest Payment Date on which interest has been paid, in which case from the
date hereof, or unless the date hereof is prior to the initial Interest Payment
Date, in which case from the Interest Commencement Date), until this bond shall
mature, according to its terms or on prior redemption or by declaration or
otherwise, and at the highest rate of interest borne by any of the bonds
outstanding under the Mortgage hereinafter mentioned from such date of maturity
until this bond shall be paid or the payment hereof shall have been duly
provided for.
The provisions of this bond are continued on the reverse hereof and such
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.
This bond shall not become valid or obligatory for any purpose until
CHEMICAL BANK, the Trustee under the Mortgage, or its successor thereunder,
shall have signed the certificate of authentication endorsed hereon.
IN WITNESS WHEREOF, DELMARVA POWER & LIGHT COMPANY has caused this bond to
be signed in its name with the manual or facsimile signature of its President or
one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be
affixed hereto and attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries.
Dated:
Seal:
Attest: DELMARVA POWER & LIGHT COMPANY
By
- -------------------------- -------------------------
Secretary President
Trustee's Authentication Certificate
------------------------------------
This bond is one of the bonds of the series herein designated, provided for in
the within-mentioned mortgage.
Chemical Bank, Trustee
By
-------------------------
Authorized Officer
-3-
<PAGE>
[FORM OF REVERSE OF BOND]
DELMARVA POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, SERIES I
____________________________________
This bond is one of an issue of bonds of the Company (herein referred to
as the "bonds"), not limited in principal amount, issuable in series and
tranches, which different series and tranches may mature at different times, may
bear interest at different rates, and may otherwise vary as in the Mortgage
hereinafter mentioned provided, and is one of a series known as its First
Mortgage Bonds, Series I, which may also be designated as Secured Medium-Term
Notes, Series I (herein sometimes referred to as "bonds of Series I"). All
bonds of all series and tranches issued and to be issued under and equally and
ratably secured (except insofar as any sinking fund, established in accordance
with the provisions of the Mortgage hereinafter mentioned, may afford additional
security for the bonds of any particular series or tranche) by the Mortgage and
Deed of Trust, dated as of October 1, 1943, executed by the Company to THE NEW
YORK TRUST COMPANY, as Trustee, to which CHEMICAL BANK, a New York corporation,
is successor Trustee (herein, together with any indentures supplemental thereto,
including an Eighty-Eighth Supplemental Indenture and Credit Line Deed of Trust,
dated as of October 1, 1994 (the "Eighty-Eighth Supplemental Indenture"), called
the "Mortgage"), to which reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the rights and
limitations of rights of the holders of the bonds and of the Company in respect
thereof, the rights, duties and immunities of the Trustee, and the terms and
conditions upon which the bonds are, and are to be, issued and secured. The
Mortgage contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than seventy-five percent (75%) in principal
amount of all the bonds at the time outstanding (determined as provided in the
Mortgage), evidenced as in the Mortgage provided, or in case the rights under
the Mortgage of the holders of the bonds of one or more, but less than all, of
the series of bonds outstanding shall be affected, then with the consent of the
holders of not less than seventy-five percent (75%) in principal amount of the
bonds at the time outstanding of the one or more series, taken in the aggregate,
affected (determined as provided in the Mortgage), evidenced as in the Mortgage
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Mortgage or
modifying in any manner the rights of the holders of the bonds and coupons;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any bonds, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof, without the consent of
the holder of each bond so affected, or (ii) reduce the aforesaid percentage of
bonds, the holders of which are required to consent to any such supplemental
indenture without the consent of the holders of all bonds then outstanding. Any
such consent by the registered holder of this bond (unless effectively revoked
as provided in the Mortgage) shall be conclusive and binding upon such holder
and upon all future holders of this bond, irrespective of whether or not any
notation of such consent is made upon this bond. No reference herein to the
Mortgage and no provision of this bond or of the Mortgage shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this bond at the time and place,
at the rate and in the coin or currency herein prescribed.
The fully registered bonds of Series I are issuable in denominations of
$1,000 and any multiple or multiples thereof. At the office or agency to be
maintained by the Company in the Borough of Manhattan, The City of New York and
in the manner and subject to the
-4-
<PAGE>
limitations provided in the Mortgage, fully registered bonds of such series may
be exchanged for a like aggregate principal amount of fully registered bonds of
such series and tranche of other authorized denominations, and in each case
without payment of any service or other similar charge as provided in the
Eighty-Eighth Supplemental Indenture.
[There will be inserted here or on the face of this bond the formulary or
other method for determining the interest rates for this bond if not fixed.]
[There will be inserted here or on the face of this bond the terms and
conditions, if any, of redemption for this bond, including redemption dates and
prices or the formulary or other method for determining the same.]
The Mortgage provides that if the Company shall deposit with the Trustee
in trust for the purpose funds sufficient to pay the principal of all of the
bonds of any series, or such of the bonds of any series as have been or are to
be called for redemption, and premium, if any, thereon, and all interest payable
on such bonds to the date on which they become due and payable at maturity or
upon redemption or otherwise, and shall comply with the other provisions of the
Mortgage in respect thereof, then from the date of such deposit such bonds shall
no longer be entitled to any lien or benefit under the Mortgage.
The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Mortgage, upon the occurrence of a completed default as in
the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by the registered
holder hereof in person, or by his or her duly authorized attorney, at the
office or agency to be maintained by 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 or bonds of authorized denominations of
the same series and tranche and for the same aggregate principal amount will be
issued to the transferee in exchange herefor as provided in the Mortgage, and in
each case without payment of any service or other similar charge as provided in
the Eighty-Eighth Supplemental Indenture. The Company and the Trustee, any
paying agent and any bond registrar may deem and treat the person in whose name
this bond is registered as the absolute owner hereof, whether or not this bond
shall be overdue, for the purpose of receiving payment and for all other
purposes and neither the Company nor the Trustee nor any paying agent nor any
bond registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium, if
any, and interest on, this bond, or for any claim based hereon, or otherwise in
respect hereof, or based on, or in respect of, the Mortgage, against any
incorporator or any past, present or future subscriber to the capital stock,
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitution or by the
enforcement of any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors, as such, being waived and
released by the holder and owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
[If this bond will be used in a book-entry system, there will be inserted
in all appropriate places within this bond any appropriate language to allow for
the use of such book-entry system.]
[END OF FORM OF BOND]
-5-
<PAGE>
WHEREAS, the bonds of Pledged Series I are to be substantially in the
following form with such additional identification as may be advisable to
distinguish each separate bond of Pledged Series I:
[FORM OF FACE OF BOND]
DELMARVA POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, PLEDGED SERIES I
____________________________________
Number: CUSIP:
Maturity Date:
Interest Rate:
Interest Commencement Date:
Interest Payment Dates:
Registered Owner:
Principal Amount: Dollars
DELMARVA POWER & LIGHT COMPANY, a Delaware and Virginia corporation (the
"Company"), for value received, hereby promises to pay to the Registered Owner
identified above, or registered assigns as hereinafter provided, the Principal
Amount identified above, on the Maturity Date identified above, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for public and private debts.
[If this bond is to bear interest, all provisions concerning the interest
rate, or the formulary or other method for determining the interest rates if not
fixed, the interest accrual period, the basis for computation, and the Interest
Payment Dates, will be inserted in all appropriate places within this bond].
The provisions of this bond are continued on the reverse hereof and such
continued provisions shall for all purposes have the same effect as though fully
set forth at this place.
This bond shall not become valid or obligatory for any purpose until
CHEMICAL BANK, the Trustee under the Mortgage hereinafter mentioned, or its
successor thereunder, shall have signed the certificate of authentication
endorsed hereon.
IN WITNESS WHEREOF, DELMARVA POWER & LIGHT COMPANY has caused this bond to
be signed in its name with the manual or facsimile signature of its President or
one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be
-6-
<PAGE>
affixed hereto and attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries.
Dated:
Seal:
Attest: DELMARVA POWER & LIGHT COMPANY
By
- ------------------------- -------------------------
Secretary President
Trustee's Authentication Certificate
------------------------------------
This bond is one of the bonds of the series herein designated, provided for in
the within-mentioned mortgage.
Chemical Bank, Trustee
By
-------------------------
Authorized Officer
[FORM OF REVERSE OF BOND]
DELMARVA POWER & LIGHT COMPANY
FIRST MORTGAGE BOND, PLEDGED SERIES I
____________________________________
This bond is one of an issue of bonds of the Company (herein referred to
as the "bonds"), not limited in principal amount, issuable in series and
tranches, which different series and tranches may mature at different times, may
bear interest at different rates, and may otherwise vary as in the Mortgage
hereinafter mentioned provided, and is one of a series known as its First
Mortgage Bonds, Pledged Series I (herein sometimes referred to as "bonds of
Pledged Series I") and one of a tranche known as Tranche ____ (herein sometimes
referred to as "bonds of Pledged Series I, Tranche ____). All bonds of all
series and tranches issued and to be issued under and equally and ratably
secured (except insofar as any sinking fund, established in accordance with the
provisions of the Mortgage hereinafter mentioned, may afford additional security
for the bonds of any particular series or tranche) by the Mortgage and Deed of
Trust, dated as of October 1, 1943, executed by the Company to THE NEW YORK
TRUST COMPANY, as Trustee, to which CHEMICAL BANK, a New York corporation, is
successor Trustee (herein, together with any indentures
-7-
<PAGE>
supplemental thereto, including an Eighty-Eighth Supplemental Indenture and
Credit Line Deed of Trust, dated as of October 1, 1994 (the "Eighty-Eighth
Supplemental Indenture"), called the "Mortgage"), to which reference is made for
a description of the property mortgaged and pledged, the nature and extent of
the security, the rights and limitations of rights of the holders of the bonds
and of the Company in respect thereof, the rights, duties and immunities of the
Trustee, and the terms and conditions upon which the bonds are, and are to be,
issued and secured. The Mortgage contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than seventy-five
percent (75%) in principal amount of all the bonds at the time outstanding
(determined as provided in the Mortgage), evidenced as in the Mortgage provided,
or in case the rights under the Mortgage of the holders of the bonds of one or
more, but less than all, of the series of bonds outstanding shall be affected,
then with the consent of the holders of not less than seventy-five percent (75%)
in principal amount of the bonds at the time outstanding of the one or more
series, taken in the aggregate, affected (determined as provided in the
Mortgage), evidenced as in the Mortgage provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Mortgage or modifying in any manner the rights of the
holders of the bonds and coupons; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any bonds, or reduce the rate
or extend the time of payment of interest thereon, or reduce the principal
amount thereof, without the consent of the holder of each bond so affected, or
(ii) reduce the aforesaid percentage of bonds, the holders of which are required
to consent to any such supplemental indenture without the consent of the holders
of all bonds then outstanding. Any such consent by the registered holder of this
bond (unless effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future holders of this
bond, irrespective of whether or not any notation of such consent is made upon
this bond. No reference herein to the Mortgage and no provision of this bond or
of the Mortgage shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of this bond at the time and
place and in the coin or currency herein prescribed.
The fully registered bonds of Pledged Series I are issuable in
denominations of $1,000 and any multiple or multiples thereof. At the office or
agency to be maintained by the Company in the Borough of Manhattan, The City of
New York and in the manner and subject to the limitations provided in the
Mortgage, fully registered bonds of such series may be exchanged for a like
aggregate principal amount of fully registered bonds of such series and tranche
of other authorized denominations, and in each case without payment of any
service or other similar charge as provided in the Eighty-Eighth Supplemental
Indenture.
[There will be inserted here the terms and conditions, if any, of
redemption for this bond, including redemption dates and prices.]
The Mortgage provides that if the Company shall deposit with the Trustee
in trust for the purpose funds sufficient to pay the principal of all of the
bonds of any series, or such of the bonds of any series as have been or are to
be called for redemption, and premium, if any, thereon, and all interest payable
on such bonds to the date on which they become due and payable at maturity or
upon redemption or otherwise, and shall comply with the other provisions of the
Mortgage in respect thereof, then from the date of such deposit such bonds shall
no longer be entitled to any lien or benefit under the Mortgage.
The principal hereof may be declared or may become due prior to the
express date of the maturity hereof on the conditions, in the manner and at the
time set forth in the Mortgage, upon the occurrence of a completed default as in
the Mortgage provided.
-8-
<PAGE>
This bond is transferable as prescribed in the Mortgage by the registered
holder hereof in person, or by his or her duly authorized attorney, at the
office or agency to be maintained by 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 or bonds of authorized denominations of
the same series and tranche and for the same aggregate principal amount will be
issued to the transferee in exchange herefor as provided in the Mortgage, and in
each case without payment of any service or other similar charge as provided in
the Eighty-Eighth Supplemental Indenture. The Company and the Trustee, any
paying agent and any bond registrar may deem and treat the person in whose name
this bond is registered as the absolute owner hereof, whether or not this bond
shall be overdue, for the purpose of receiving payment and for all other
purposes and neither the Company nor the Trustee nor any paying agent nor any
bond registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of this bond, or
for any claim based hereon, or otherwise in respect hereof, or based on, or in
respect of, the Mortgage, against any incorporator or any past, present or
future subscriber to the capital stock, stockholder, officer or director, as
such, of the Company or of any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or otherwise, all such
liability of incorporators, subscribers, stockholders, officers and directors,
as such, being waived and released by the holder and owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Mortgage.
[END OF FORM OF BOND]
WHEREAS, all acts and things prescribed by law and by the Restated
Certificate and Articles of Incorporation, as amended, and By-laws, as amended,
of the Company necessary to make the bonds of Series I and the bonds of Pledged
Series I, when executed by the Company and authenticated by the Trustee, as in
the Original Indenture provided, valid, binding and legal obligations of the
Company, entitled in all respects to the security of the Original Indenture and
indentures supplemental thereto, have been performed; and
WHEREAS, the Original Indenture, as heretofore amended, modified and
supplemented, and as further amended, modified and supplemented by this Eighty-
Eighth Supplemental Indenture, shall secure not only indebtedness incurred and
outstanding on the date of execution and delivery hereof but also indebtedness
to be incurred hereunder in the future as provided herein.
WHEREAS, provision is made in Sections 5.11 and 17.01 of the Original
Indenture for such further instruments and indentures, supplemental to the
Original Indenture, as may be necessary or proper to carry out more effectually
the purposes of the Original Indenture, and to subject to the lien of the
Original Indenture any property acquired after the date of the Original
Indenture and intended to be covered thereby, with the same force and effect as
though included in the granting clause thereof, and to add such further
covenants, restrictions or conditions for the protection of the mortgaged and
pledged property and the holders of the bonds as the Board of Directors of the
Company and the Trustee shall consider to be for the protection of the holders
of the bonds, and to set forth the terms and provisions of any series of bonds
to be issued under the Original Indenture and the form of the bonds and coupons
of such series; and the Company since the date of the Original Indenture has
acquired additional property not heretofore specifically subjected to the lien
of the Original Indenture; and it is desired to add certain further covenants,
restrictions and conditions for the protection of the mortgaged and pledged
property and the holders of the bonds, as provided in this
-9-
<PAGE>
Eighty-Eighth Supplemental Indenture, which the Board of Directors of the
Company and the Trustee consider to be for the protection of the holders of the
bonds; and the Company desires to issue the bonds of Series I and the bonds of
Pledged Series I; and the Company therefore deems it advisable to enter into
this Eighty-Eighth Supplemental Indenture in the form and terms hereof; and
WHEREAS, the execution and delivery of this Eighty-Eighth Supplemental
Indenture has been duly authorized by the Board of Directors of the Company at a
meeting duly called and held according to law, and all conditions and
requirements necessary to make this Eighty-Eighth Supplemental Indenture a
valid, binding and legal instrument in accordance with its terms, for the
purposes herein expressed, and the execution and delivery hereof, in the form
and terms hereof, have been in all respects duly authorized;
NOW, THEREFORE, in order further to secure the payment of the principal
and interest and premium, if any, of all bonds issued and to be issued under the
Original Indenture and any indentures supplemental thereto, including this
Eighty-Eighth Supplemental Indenture, according to their tenor, purport and
effect and the performance and observance of all the covenants and conditions in
the bonds and the Original Indenture and any indentures supplemental thereto,
including this Eighty-Eighth Supplemental Indenture, contained and to subject to
the lien of the Original Indenture, as so supplemented, with the same force and
effect as though included in the granting clause thereof, additional property
now owned by the Company, and for and in consideration of the premises and of
the sum of One Dollar ($1.00), lawful money of the United States of America, to
the Company duly paid by the Trustee at or before the ensealing and delivery
hereof, and other valuable consideration, the receipt whereof is hereby
acknowledged, and intending to be legally bound hereby, the Company has executed
and delivered this Eighty-Eighth Supplemental Indenture, and has granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over and confirmed, and granted a security interest therein, and by these
presents does grant, bargain, sell, release, convey, assign, transfer, mortgage,
pledge, set over and confirm, and grant a security interest therein, subject to
the provisions of the Indenture, unto CHEMICAL BANK, as trustee, and to its
successors in trust and to its and their assigns forever, all the following
described properties of the Company, and does hereby confirm that the Company
will not cause or consent to a partition, either voluntary or through legal
proceedings, of property, whether herein described or heretofore or hereafter
acquired, in which its ownership shall be as tenants in common, except as
permitted by, and in conformity with, the provision of the Original Indenture,
as supplemented, and particularly of Article IX of the Original Indenture:
All property, real, personal and mixed, tangible and intangible, owned by
the Company on the date of the execution hereof or which may be hereafter
acquired by it (except such property as in the Original Indenture expressly
excepted from the lien and operation of the Indenture).
The property covered by this Eighty-Eighth Supplemental Indenture shall
include particularly, among other property, without prejudice to the generality
of the language hereinbefore or hereinafter contained, the following described
property:
All the electric generating stations, station sites, stations, electric
reserve generating stations, substations, substation sites, gas manufacturing
plants, ice and cold storage plants, steam plants, hot water plants, hydro-
electric stations, hydro-electric station sites, electric transmission lines,
electric distribution systems, gas transportation mains, gas distribution
systems, steam distribution systems, hot water distribution systems, regulator
stations, regulator station sites, office buildings, storeroom buildings,
warehouse buildings, boiler houses, plants, plant sites, service plants, coal
storage yards, and poleyards now or hereafter
-10-
<PAGE>
owned by the Company, including all electric works, power houses, generators,
turbines, boilers, engines, furnaces, retorts, dynamos, buildings, structures,
transformers, meters, towers, poles, tower lines, cables, pole lines, tanks,
storage holders, regulators, gas works, pipes, pipe lines, mains, pipe fittings,
valves, drips, connections, tunnels, conduits, gates, motors, wires, switch
racks, switches, brackets, insulators, and all equipment, improvements,
machinery, appliances, devices, appurtenances, supplies and miscellaneous
property for generating, producing, transforming, converting, storing and
distributing electric energy, gas, ice, steam and hot water, and furnishing cold
storage, now or hereafter owned by the Company, together with all furniture and
fixtures located in the aforesaid buildings, and all land now or hereafter owned
by the Company on which the same or any part thereof are situated, and all of
the real estate, leases, leaseholds (except the last day of the term of each
lease and leasehold), and lands now or hereafter owned by the Company, including
land located on or adjacent to any river, stream or other water, together with
all flowage rights, flooding rights, water rights, riparian rights, dams and dam
sites and rights, flumes, canals, races, raceways, head works and diversion
works, and all of the municipal and other franchises, licenses, consents,
ordinances, permits, privileges, rights, servitudes, easements and rights-of-way
and other rights in or relating to real estate or the occupancy of the same now
or hereafter owned by the Company, and all of the other property, real, personal
or mixed, now or hereafter owned by the Company, forming a part of any of the
foregoing property or used or enjoyed or capable of being used or enjoyed in
connection therewith or in any way appertaining thereto, whether developed or
undeveloped, or partially developed, or whether now equipped and operating or
not and wherever situated, and all of the Company's presently held or hereafter
acquired right, title and interest in and to the land on which the same or any
part thereof are situated or adjacent thereto, and all rights for or relating to
the construction, maintenance or operation of any of the foregoing property
through, over, under or upon any public streets or highways or other lands,
public or private, and (except as hereinafter expressly excepted) all the right,
title and interest of the Company presently held or hereafter acquired in and to
all other property of any kind or nature appertaining to and/or used and/or
occupied and/or enjoyed in connection with any property hereinbefore described,
and, as to all of the foregoing, whether now owned by the Company or hereafter
acquired by the Company.
Without limiting the generality of the foregoing, the parcels of land
situate as hereinafter set forth and owned by the Company, and whether used or
not used in connection with the Company's operations, which real estate was
conveyed to the Company as hereinafter set forth by the following conveyances to
which reference is made for a more particular description, to wit:
No. 1 - All those tracts or parcels of land, together with the
improvements thereon, situate lying and being in the Vienna Election District of
Dorchester County, Maryland, being more particularly described on a plat
entitled "Property Line Survey Showing the Lands of Robert G. Otto and Karen L.
Otto", by McCrone, Inc., dated September 1993, and recorded or intended to be
recorded among the Plat Records of Dorchester County, Maryland and was conveyed
to Delmarva Power & Light Company by deed of Robert G. Otto and Karen L. Otto,
dated April 7, 1994 and recorded April 14, 1994 in the Land Records of
Dorchester County, Maryland, in Deed Libor 302, Folio 714.
The above properties and rights are designated "M1142" for the purposes of
the Original Indenture and all indentures supplemental thereto. Also all other
lands and buildings and improvements thereon erected hereafter acquired.
Also without limiting the generality of the foregoing, the easements and
rights of way and other rights in or relating to real estate or the occupancy of
same owned by the Company, and whether used or not used in connection with the
Company's operations, which
-11-
<PAGE>
were conveyed to the Company and recorded in the following Real Property Deed
Records to which reference is made for a more particular description, to wit:
<TABLE>
<CAPTION>
State and County
- ------------------
DELAWARE
Kent
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
12/07/93 MTS Z 053 001 03/22/94 MTS L 054 082
12/07/93 MTS Y 053 344 03/22/94 MTS L 054 084
12/07/93 MTS Y 053 346 04/07/94 MTS N 054 039
02/07/94 MTS G 054 005 04/28/94 MTS P 054 321
02/07/94 MTS G 054 008 05/03/94 MTS Q 054 201
02/07/94 MTS G 054 011 05/24/94 MTS S 054 319
02/07/94 MTS G 054 014 05/24/94 MTS S 054 321
02/07/94 MTS G 054 017 05/24/94 MTS S 054 323
02/07/94 MTS G 054 019 05/24/94 MTS S 054 325
03/22/94 MTS L 054 076 05/24/94 MTS S 054 327
03/22/94 MTS L 054 078 05/24/94 MTS S 054 329
03/22/94 MTS L 054 080
<CAPTION>
State and County
- ------------------
DELAWARE
New Castle
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
09/29/93 1585 0203 01/11/94 1659 0214
11/09/93 1617 0117 01/11/94 1659 0246
11/12/93 1623 0263 01/11/94 1659 0248
11/12/93 1623 0265 01/11/94 1659 0250
11/12/93 1623 0267 01/11/94 1659 0252
11/12/93 1623 0269 01/11/94 1659 0254
12/27/93 1649 0226 01/11/94 1659 0256
12/27/93 1649 0228 01/11/94 1659 0294
12/27/93 1649 0230 01/11/94 1659 0296
12/28/93 1650 0113 03/04/94 1689 0198
01/11/94 1659 0192 03/04/94 1689 0200
01/11/94 1659 0194 03/04/94 1689 0202
01/11/94 1659 0196 03/04/94 1689 0204
01/11/94 1659 0198 03/04/94 1689 0206
01/11/94 1659 0200 03/04/94 1689 0208
01/11/94 1659 0202 03/04/94 1689 0210
01/11/94 1659 0204 03/04/94 1689 0212
01/11/94 1659 0206 03/04/94 1689 0214
01/11/94 1659 0208 03/04/94 1689 0220
01/11/94 1659 0210 03/04/94 1689 0238
01/11/94 1659 0212
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
State and County
- ------------------
DELAWARE
New Castle
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/04/94 1689 0243 03/16/94 1697 0123
03/16/94 1697 0049 04/04/94 1708 0067
03/16/94 1697 0057 04/04/94 1708 0069
03/16/94 1697 0059 04/04/94 1708 0071
03/16/94 1697 0061 04/18/94 1716 0151
03/16/94 1697 0063 04/18/94 1716 0154
03/16/94 1697 0065 04/18/94 1716 0158
03/16/94 1697 0067 04/18/94 1716 0160
03/16/94 1697 0069 04/18/94 1716 0162
03/16/94 1697 0071 04/18/94 1716 0164
03/16/94 1697 0073 05/03/94 1726 0311
03/16/94 1697 0077 06/01/94 1745 0070
03/16/94 1697 0080 06/01/94 1745 0072
03/16/94 1697 0083 06/02/94 1747 0050
03/16/94 1697 0086 06/02/94 1747 0054
03/16/94 1697 0089 06/02/94 1747 0057
03/16/94 1697 0091 06/02/94 1747 0060
03/16/94 1697 0093 06/02/94 1747 0062
03/16/94 1697 0095 06/02/94 1747 0064
03/16/94 1697 0121 06/02/94 1747 0066
<CAPTION>
State and County
- ------------------
DELAWARE
Sussex
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
08/25/93 DDG 1931 154 03/02/94 DDG 1964 183
09/28/93 DDG 1936 327 05/24/94 DDG 1981 006
12/16/93 DDG 1951 175 05/24/94 DDG 1981 008
02/02/94 DDG 1960 081 05/24/94 DDG 1981 010
02/02/94 DDG 1960 084 05/24/94 DDG 1981 012
02/02/94 DDG 1960 087 05/24/94 DDG 1981 014
02/02/94 DDG 1960 089 06/23/94 DDG 1987 036
02/02/94 DDG 1960 092 06/23/94 DDG 1987 038
02/02/94 DDG 1960 095 06/23/94 DDG 1987 040
03/02/94 DDG 1964 185 03/22/94 DDG 1967 290
03/02/94 DDG 1964 187 04/18/94 DDG 1973 037
03/02/94 DDG 1964 190 04/18/94 DDG 1973 039
03/02/94 DDG 1964 193 04/18/94 DDG 1973 041
03/02/94 DDG 1964 196
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
State and County
- ------------------
MARYLAND
Caroline
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/14/94 FDM 0263 893 05/25/94 FDM 0267 507
03/14/94 FDM 0263 895 08/08/94 FDM 0270 407
04/18/94 FDM 0265 602 08/08/94 FDM 0270 409
<CAPTION>
State and County
- ------------------
MARYLAND
Dorchester
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
02/01/94 PLC 0299 255 04/18/94 PLC 0302 803
02/01/94 PLC 0299 257 06/23/94 PLC 0306 770
02/01/94 PLC 0299 259 06/23/94 PLC 0306 772
02/01/94 PLC 0299 261 07/29/94 PLC 0308 752
03/03/94 PLC 0300 631 07/29/94 PLC 0308 754
03/03/94 PLC 0300 634 07/29/94 PLC 0308 756
03/03/94 PLC 0300 636 07/29/94 PLC 0308 758
03/03/94 PLC 0300 638
<CAPTION>
State and County
- ------------------
MARYLAND
Kent
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
01/28/94 MLM 0053 478 04/25/94 MLM 0057 567
01/28/94 MLM 0053 480 05/31/94 MLM 0059 390
03/07/94 MLM 0055 376 05/31/94 MLM 0059 392
03/07/94 MLM 0055 378 05/31/94 MLM 0059 394
03/07/94 MLM 0055 380 05/31/94 MLM 0059 396
03/07/94 MLM 0055 382 05/31/94 MLM 0059 398
04/01/94 MLM 0056 503 05/31/94 MLM 0059 400
04/01/94 MLM 0056 506 06/24/94 MLM 0061 040
04/25/94 MLM 0057 563 06/24/94 MLM 0061 042
04/25/94 MLM 0057 565 06/24/94 MLM 0061 044
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
State and County
- ------------------
MARYLAND
Queen Anne's
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/03/94 MWM 0456 489 05/25/94 MWM 0464 845
03/03/94 MWM 0456 491 05/25/94 MWM 0464 847
03/03/94 MWM 0456 493 05/25/94 MWM 0464 849
03/03/94 MWM 0456 495 05/25/94 MWM 0464 851
04/04/94 MWM 0459 908 05/25/94 MWM 0464 853
04/04/94 MWM 0459 910 05/25/94 MWM 0464 855
04/18/94 MWM 0461 289 06/23/94 MWM 0467 681
04/18/94 MWM 0461 291 06/23/94 MWM 0467 683
05/25/94 MWM 0464 839 06/23/94 MWM 0467 685
05/25/94 MWM 0464 841 06/23/94 MWM 0467 687
05/25/94 MWM 0464 843 06/23/94 MWM 0467 689
<CAPTION>
State and County
- ------------------
MARYLAND
Somerset
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/03/94 ITP 0417 1001
<CAPTION>
State and County
- ------------------
MARYLAND
Talbot
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/03/94 MAS 0773 595 05/27/94 MAS 0779 576
03/03/94 MAS 0773 597 05/27/94 MAS 0779 578
03/09/94 MAS 0774 121 05/27/94 MAS 0779 579
03/10/94 MAS 0774 208 06/23/94 MAS 0781 400
03/30/94 MAS 0775 533 06/23/94 MAS 0781 402
03/30/94 MAS 0775 535 06/23/94 MAS 0781 404
03/30/94 MAS 0775 537 06/23/94 MAS 0781 406
04/19/94 MAS 0776 851 06/23/94 MAS 0781 408
04/19/94 MAS 0776 853 06/23/94 MAS 0781 410
04/19/94 MAS 0776 855 07/11/94 MAS 0782 523
05/27/94 MAS 0779 564 07/13/94 MAS 0782 738
05/27/94 MAS 0779 566 07/27/94 MAS 0783 489
05/27/94 MAS 0779 568 07/29/94 MAS 0783 619
05/27/94 MAS 0779 570 07/29/94 MAS 0783 621
05/27/94 MAS 0779 572 07/29/94 MAS 0783 623
05/27/94 MAS 0779 574
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
State and County
- ------------------
MARYLAND
Wicomico
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
04/18/94 MSB 1387 582 06/17/94 MSB 1396 320
04/18/94 MSB 1387 584 06/24/94 MSB 1397 529
04/18/94 MSB 1387 586 06/24/94 MSB 1397 531
04/18/94 MSB 1387 588 06/24/94 MSB 1397 533
04/18/94 MSB 1387 590 06/27/94 MSB 1397 650
04/18/94 MSB 1387 592 07/26/94 MSB 1401 495
04/18/94 MSB 1387 594
<CAPTION>
State and County
- ------------------
MARYLAND
Worcester
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
02/18/94 RHO 2028 314 07/01/94 RHO 2075 565
03/17/94 RHO 2037 310 07/01/94 RHO 2075 568
03/17/94 RHO 2037 314 07/01/94 RHO 2075 570
05/31/94 RHO 2062 146 07/01/94 RHO 2075 572
05/31/94 RHO 2062 149 07/01/94 RHO 2075 574
07/01/94 RHO 2075 562
<CAPTION>
State and County
- ------------------
VIRGINIA
Accomack
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/03/94 SHC 0660 617 06/24/94 SHC 0669 036
03/03/94 SHC 0660 620 06/24/94 SHC 0669 039
03/03/94 SHC 0660 623 06/24/94 SHC 0669 043
03/03/94 SHC 0660 626 06/24/94 SHC 0669 046
03/03/94 SHC 0660 629 06/24/94 SHC 0669 049
03/24/94 SHC 0662 074 08/01/94 SHC 0671 363
03/24/94 SHC 0662 076 08/01/94 SHC 0671 366
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
State and County
- ------------------
VIRGINIA
Accomack
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
04/18/94 SHC 0663 582 08/01/94 SHC 0671 384
04/18/94 SHC 0663 585 08/01/94 SHC 0671 387
05/25/94 SHC 0666 485 08/01/94 SHC 0671 390
05/25/94 SHC 0666 488
<CAPTION>
State and County
- ------------------
VIRGINIA
Northampton
<S> <C> <C> <C> <C> <C>
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
03/24/94 KFA 0267 253 04/19/94 KFA 0267 735
04/19/94 KFA 0267 732
</TABLE>
Together with all and singular the tenements, hereditaments and
appurtenances belonging or in any way appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 9.01 of the Original Indenture) the
tolls, rents, revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that all property, rights and
franchises acquired by the Company after the date hereof (except any in the
Original Indenture expressly excepted) shall (subject to the provisions of
Section 9.01 of the Original Indenture and to the extent permitted by law) be as
fully embraced within the lien of the Original Indenture and any indentures
supplemental thereto, including this Eighty-Eighth Supplemental Indenture, as if
such property, rights and franchises were at the time of the execution of the
Original Indenture owned by the Company and/or specifically described therein
and conveyed thereby and as if such property, rights and franchises were now
owned by the Company and/or specifically described herein and conveyed hereby;
Provided that, in addition to the reservations and exceptions herein and
elsewhere contained, the following are not and are not intended to be granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and any indentures supplemental thereto,
including this Eighty-Eighth Supplemental Indenture, viz.: (1) cash and shares
of stock and certificates or evidence of interest therein and obligations
(including bonds, notes and other securities) not, in or pursuant to the
Original Indenture or any indenture supplemental thereto, including this Eighty-
Eighth Supplemental Indenture, specifically pledged or deposited or delivered or
therein covenanted so to be; (2) any goods, wares, merchandise, equipment,
materials or supplies held or acquired for the purpose of sale or resale in the
usual course of business or for consumption in the operation of any properties
of the Company; and (3) all judgments,
-17-
<PAGE>
contracts, accounts and choses in action, the proceeds of which the Company is
not obligated as in the Original Indenture provided to deposit with the Trustee
hereunder; provided, however, that the property and rights expressly excepted
from the lien and operation of the Original Indenture and any indentures
supplemental thereto, including this Eighty-Eighth Supplemental Indenture, in
the above subdivisions (2) and (3) shall (to the extent permitted by law) cease
to be so excepted, in the event that the Trustee or a receiver or trustee shall
take possession of the mortgaged and pledged property in the manner provided in
Article X of the Original Indenture, by reason of the occurrence of a completed
default, as defined in said Article X of the Original Indenture.
TO HAVE AND TO HOLD all such properties, real, personal, or mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by the Company as aforesaid, or intended so to
be, unto the Trustee and its successors in the trusts created in the Indenture
and its and their assigns forever;
SUBJECT, HOWEVER, to any reservations, exceptions, conditions, limitations
and restrictions contained in the several deeds, servitudes, franchises and
contracts or other instruments through which the Company acquired, and/or claims
title to and/or enjoys the use of the aforesaid properties; and subject also to
encumbrances of the character defined in the Original Indenture as "excepted
encumbrances" in so far as the same may attach to any of the property embraced
herein;
IN TRUST NEVERTHELESS upon the terms, trusts, uses and purposes
specifically set forth in the Indenture; this Eighty-Eighth Supplemental
Indenture being made for the purpose, inter alia, of subjecting the real estate
and premises and other property above described to the lien and operation of the
Indenture, so that the same shall be held specifically by the Trustee under and
subject to the terms and conditions of the Original Indenture in identically the
same manner and for the same trusts, uses and purposes, as though the said real
estate and premises and other property had been specifically described in the
Original Indenture.
AND IT IS HEREBY FURTHER COVENANTED AND AGREED and the Company and the
Trustee have mutually agreed, in consideration of the premises, as follows:
ARTICLE I.
DESIGNATION, PROVISIONS, DENOMINATIONS AND ISSUANCE
OF BONDS OF SERIES I
SECTION 1. The bonds of Series I shall be designated as "First Mortgage
Bonds, Series I," and may also be designated "Secured Medium-Term Notes, Series
I." Bonds of Series I shall be issuable from time to time as fully registered
bonds in denominations of $1,000 and, at the option of the Company, in any
multiple or multiples of $1,000 (the exercise of such option to be evidenced by
the execution and delivery thereof). Each bond of Series I shall be dated the
date of issue, and shall bear interest payable from the Interest Payment Date
(as hereinafter defined) to which interest has been paid preceding the date
thereof, unless such date is an Interest Payment Date on which interest has been
paid, in which case it shall bear interest from such date, or unless such date
is prior to the first Interest Payment Date following the Interest Commencement
Date (as hereinafter defined), in which case it shall bear interest from the
Interest Commencement Date, at such rate or rates (which may be either fixed or
variable), shall mature on such date, and shall have such redemption and other
terms and provisions not inconsistent with the Indenture, all as the Board of
Directors or the Executive Committee of the Board of Directors of the Company
may determine in accordance with a Resolution filed with the Trustee referring
to this
-18-
<PAGE>
Eighty-Eighth Supplemental Indenture. Interest on each bond of Series I
which bears interest at either a fixed rate or a variable rate shall be payable
on the dates which shall be established prior to the date of first
authentication of such bond and set forth in such bond and at maturity (each an
"Interest Payment Date").
Notwithstanding the foregoing, so long as there shall be no existing
default in the payment of interest on a bond of Series I, each bond issued in
replacement of such bond after the Record Date (as hereinafter defined) for any
Interest Payment Date for such bond, and prior to such Interest Payment Date,
shall be dated the date of issue of such replacement bond, but shall bear
interest from such Interest Payment Date, and the person in whose name such bond
shall have been registered at the close of business on such Record Date shall be
entitled to receive the interest payable on such Interest Payment Date,
notwithstanding the cancellation of such bond upon any transfer or exchange
thereof subsequent to such Record Date and on or prior to such Interest Payment
Date; provided, however, that (i) if the Interest Commencement Date of a bond of
Series I shall be after a Record Date and prior to the corresponding Interest
Payment Date, such bond shall bear interest from the Interest Commencement Date,
but payment of interest shall commence on the second Interest Payment Date
succeeding the Interest Commencement Date, and (ii) interest payable on the
maturity date will be payable to the person to whom the principal thereof shall
be payable. "Record Date" for any bond of Series I shall mean (i) the date that
shall be established prior to the date of first authentication of such bond and
set forth in such bond, or (ii) if no such date shall be established for such
bond, the date 15 calendar days prior to any Interest Payment Date for such
bond. "Interest Commencement Date" for any bond of Series I shall mean (i) the
date that shall be established prior to the date of first authentication of such
bond and set forth in such bond, or (ii) if no such date shall be established
for such bond, the date of its first authentication.
The principal of, and premium, if any, and interest on, each bond of
Series I shall be payable in such coin or currency of the United States of
America as at the time of payment shall be legal tender for public and private
debts at the office or agency of the Company in the Borough of Manhattan, The
City of New York.
Bonds of Series I may be exchanged at the option of the holders thereof,
for a like aggregate principal amount of fully registered bonds of such series
of other authorized denominations that have the same Interest Commencement Date
and maturity date. No service or other similar charge shall be made for any
exchange, transfer, or registration of the bonds of Series I, but the Company
may require payment of a sum sufficient to cover any tax or taxes or other
governmental charges required to be paid by the Company in relation thereto.
Bonds of Series I may have differing maturities, so long as all bonds of
Series I having the same maturity date also have the same interest rate and
redemption provisions, if any.
SECTION 2. The principal amount of the bonds of Series I that may be
authenticated and delivered hereunder, when aggregated with the principal amount
of the bonds of Pledged Series I that are authenticated and delivered hereunder,
may not exceed Four Hundred Fifty Million Dollars ($450,000,000) and may not
otherwise exceed the limits imposed by the Indenture.
SECTION 3. Bonds of Series I shall be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee and
delivered, after the recording hereof, in accordance with the request of the
Company, signed in the name of the Company by its President or one of its Vice
Presidents and its Treasurer or one of its Assistant
-19-
<PAGE>
Treasurers, upon compliance by the Company with the applicable provisions of
Articles III and IV of the Indenture.
ARTICLE II.
DESIGNATION, PROVISIONS, DENOMINATIONS AND ISSUANCE
OF BONDS OF PLEDGED SERIES I
SECTION 1. The bonds of Pledged Series I shall be designated as "First
Mortgage Bonds, Pledged Series I." Bonds of Pledged Series I shall be issuable
from time to time as fully registered bonds in denominations of $1,000 and, at
the option of the Company, in any multiple or multiples of $1,000 (the exercise
of such option to be evidenced by the execution and delivery thereof). Each
bond of Pledged Series I shall be dated the date of issue, and, if such bond
bears interest, shall bear interest payable from the Interest Payment Date (as
hereinafter defined) to which interest has been paid preceding the date thereof,
unless such date is an Interest Payment Date on which interest has been paid, in
which case it shall bear interest from such date, or unless such date is prior
to the first Interest Payment Date following the Interest Commencement Date (as
hereinafter defined), in which case it shall bear interest from the Interest
Commencement Date, at such rate or rates (which may be either fixed or
variable), shall mature on such date, and shall have such redemption and other
terms and provisions not inconsistent with the Indenture, all as the Board of
Directors or the Executive Committee of the Board of Directors of the Company
may determine in accordance with a Resolution filed with the Trustee referring
to this Eighty-Eighth Supplemental Indenture. Interest on each bond of Pledged
Series I which bears interest at either a fixed rate or a variable rate shall be
payable on the dates which shall be established prior to the date of first
authentication of such bond and set forth in such bond and at maturity (each an
"Interest Payment Date").
Notwithstanding the foregoing, so long as there shall be no existing
default in the payment of interest on a bond of Pledged Series I, each bond
issued in replacement of such bond after the Record Date (as hereinafter
defined) for any Interest Payment Date for such bond, and prior to such Interest
Payment Date, shall be dated the date of issue of such replacement bond, but, if
such bond bears interest, shall bear interest from such Interest Payment Date,
and the person in whose name such bond shall have been registered at the close
of business on such Record Date shall be entitled to receive the interest
payable on such Interest Payment Date, notwithstanding the cancellation of such
bond upon any transfer or exchange thereof subsequent to such Record Date and on
or prior to such Interest Payment Date; provided, however, that (i) if the
Interest Commencement Date of a bond of Pledged Series I shall be after a Record
Date and prior to the corresponding Interest Payment Date, such bond shall bear
interest from the Interest Commencement Date, but payment of interest shall
commence on the second Interest Payment Date succeeding the Interest
Commencement Date, and (ii) interest payable on the maturity date will be
payable to the person to whom the principal thereof shall be payable. "Record
Date" for any bond of Pledged Series I shall mean (i) the date that shall be
established prior to the date of first authentication of such bond and set forth
in such bond, or (ii) if no such date shall be established for such bond, the
date 15 calendar days prior to any Interest Payment Date for such bond.
"Interest Commencement Date" for any bond of Pledged Series I shall mean (i) the
date that shall be established prior to the date of first authentication of such
bond and set forth in such bond, or (ii) if no such date shall be established
for such bond, the date of its first authentication. If any bond of Pledged
Series I does not bear interest, each bond issued in replacement of such bond
shall be dated the date of issue of such replacement bond.
The principal of, and premium, if any, and interest on, each bond of
Pledged Series I shall be payable in such coin or currency of the United States
of America as at the time of
-20-
<PAGE>
payment shall be legal tender for public and private debts at the office or
agency of the Company in the Borough of Manhattan, The City of New York.
Bonds of Pledged Series I may be exchanged at the option of the holders
thereof, for a like aggregate principal amount of fully registered bonds of such
series of other authorized denominations that have the same Interest
Commencement Date and maturity date. No service or other similar charge shall
be made for any exchange, transfer, or registration of the bonds of Pledged
Series I, but the Company may require payment of a sum sufficient to cover any
tax or taxes or other governmental charges required to be paid by the Company in
relation thereto.
Bonds of Pledged Series I may have differing maturities, so long as all
bonds of Pledged Series I having the same maturity date also have the same
interest rate, if any, and redemption provisions, if any.
SECTION 2. The principal amount of the bonds of Pledged Series I that may
be authenticated and delivered hereunder, when aggregated with the principal
amount of the bonds of Series I that are authenticated and delivered hereunder,
may not exceed Four Hundred Fifty Million Dollars ($450,000,000) and may not
otherwise exceed the limits imposed by the Indenture.
SECTION 3. Bonds of Pledged Series I shall be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee and
delivered, after the recording hereof, in accordance with the request of the
Company, signed in the name of the Company by its President or one of its Vice
Presidents and its Treasurer or one of its Assistant Treasurers, upon compliance
by the Company with the applicable provisions of Articles III and IV of the
Indenture.
ARTICLE III.
FUTURE ADVANCES
The Original Indenture, as heretofore amended, modified and supplemented,
and as further amended, modified and supplemented by this Eighty-Eighth
Supplemental Indenture, shall secure not only the indebtedness incurred under
the Indenture and outstanding on the date of the execution and delivery of this
Eighty-Eighth Supplemental Indenture, but, pursuant to the provisions of 25
Delaware Code (S) 2118, as amended, Maryland Real Property Code (S) 7-102, as
amended, New Jersey Code (S)(S) 46:9-8.1 & 46:9-8.2, as amended, and Virginia
Code (S) 55-58.2, as amended, and under the common law of Pennsylvania, shall
also secure indebtedness to be incurred in the future and evidenced by the
issuance hereunder of bonds of Series I and/or bonds of Pledged Series I. The
total amount of indebtedness evidenced by the Series I bonds and the Pledged
Series I bonds, in aggregate, to be issued under this Eighty-Eighth Supplemental
Indenture and secured by the Indenture shall not exceed the maximum principal
amount of Four Hundred Fifty Million Dollars ($450,000,000), plus interest
thereon, service charges, and any disbursements made by the Trustee for the
payment of taxes, assessments or insurance on the property covered by the
Indenture, with interest on such disbursements to the extent provided in the
Indenture.
ARTICLE IV.
MISCELLANEOUS
SECTION 1. As supplemented and amended by this Eighty-Eighth Supplemental
Indenture, the Original Indenture and all indentures supplemental thereto are in
all respects
-21-
<PAGE>
ratified and confirmed and the Original Indenture and the aforesaid supplemental
indentures and this Eighty-Eighth Supplemental Indenture shall be read, taken
and construed as one and the same instrument.
SECTION 2. This Eighty-Eighth Supplemental Indenture shall be
simultaneously executed in several counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.
SECTION 3. The recitals of fact contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.
SECTION 4. The debtor and its mailing address are Delmarva Power & Light
Company, 800 King Street, P.O. Box 231, Wilmington, Delaware 19899. The secured
party and its address, from which information concerning the security interest
hereunder may be obtained, are Chemical Bank, 450 West 33rd Street, New York,
New York 10001, Attn: Corporate Trustee Administration Department.
SECTION 5. The Company acknowledges that it received a true and correct
copy of this Eighty-Eighth Supplemental Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed in
its name and behalf by its Vice President and its corporate seal to be hereunto
affixed and attested by its Secretary and the Trustee has caused this instrument
to be signed in its name and behalf by a Vice President and its corporate seal
to be hereunto affixed and attested by a Trust Officer, effective as of the 1st
day of October, 1994.
DELMARVA POWER & LIGHT COMPANY
Date of Execution By /s/ B. S. GRAHAM
September 29, 1994 -------------------------------------
B. S. GRAHAM, VICE PRESIDENT
[Seal]
Attest:
/s/ D. P. CONNELLY
-------------------------------------
D. P. CONNELLY, SECRETARY
-22-
<PAGE>
CHEMICAL BANK
Date of Execution By /s/ G. JOHN KIRSCH
September 29, 1994 -------------------------------------------
G. JOHN KIRSCH, ASSISTANT VICE PRESIDENT
[Seal]
Attest:
/s/ YVONNE D. BENN
-------------------------------------------
YVONNE D. BENN, TRUST OFFICER
-23-
<PAGE>
STATE OF DELAWARE )
) SS.
NEW CASTLE COUNTY )
BE IT REMEMBERED that on this 29th day of September A.D. 1994, personally
came before me, a notary public for the State of Delaware, B. S. GRAHAM, Vice
President of DELMARVA POWER & LIGHT COMPANY, a Delaware and Virginia
corporation, party to the foregoing instrument, known to me personally to be
such, and acknowledged such instrument to be her own act and deed and the act
and deed of the corporation; that the signature of such Vice President is in her
own proper handwriting; that the seal affixed is the common or corporate seal of
the corporation; and that her act of signing, sealing, executing and delivering
such instrument was duly authorized by resolution of the Board of Directors of
such corporation.
GIVEN under my hand and official seal the day and year aforesaid.
/s/SHERYL R. HYNSON
-----------------------------------------------
Notary Public
[Seal]
Sheryl R. Hynson
Notary Public, State of Delaware
My Commission Expires March 16, 1995
-24-
<PAGE>
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 29th day of September A.D. 1994, personally
came before me, a Notary Public for the State of New York, G. JOHN KIRSCH,
Assistant Vice President of CHEMICAL BANK, a New York corporation, party to the
foregoing instrument, known to me personally to be such, and acknowledged such
instrument to be his own act and deed and the act and deed of the corporation;
that the signature of said Assistant Vice President is his own proper
handwriting; that the seal affixed is the common or corporate seal of such
corporation; and that his act of signing, sealing, executing and delivering such
instrument was duly authorized by resolution of the Board of Directors of such
Corporation.
GIVEN under my hand and official seal the day and year aforesaid.
/s/JAMES M. FOLEY
------------------------------------------------
Notary Public
[Seal]
James M. Foley
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
Commission Expires August 31, 1996
-25-
<PAGE>
CERTIFICATE OF RESIDENCE
CHEMICAL BANK, successor Trustee to the Trustee within named, by merger,
hereby certifies that its precise residence is 450 West 33rd Street, in the
Borough of Manhattan, in The City of New York, in the State of New York.
CHEMICAL BANK
By /s/YVONNE D. BENN
-----------------------------
YVONNE D. BENN, TRUST OFFICER
-26-
<PAGE>
RECORDATION DATA
Executed Counterparts of the Eighty-Eighth Supplemental Indenture were
recorded in Real Property Mortgage Records as follows:
<TABLE>
<CAPTION>
Received Mortgage Records
State and County for Record Book Page
- ---------------- ---------- ---- ----
<S> <C> <C> <C>
DELAWARE:
New Castle
Kent
Sussex
PENNSYLVANIA:
Adams
Armstrong
Bedford
Blair
Cambria
Cumberland
Delaware
Franklin
Huntingdon
Indiana
Lancaster
Montgomery
Westmoreland
York
NEW JERSEY:
Burlington
Camden
Gloucester
Mercer
Middlesex
Salem
Somerset
Warren
MARYLAND:
Caroline
Cecil
Dorchester
Kent
Queen Anne's
Somerset
Talbot
Wicomico
Worcester
VIRGINIA:
Accomack
Northampton
</TABLE>
-27-
