<PAGE> 1
As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DELMARVA POWER & LIGHT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
DELAWARE AND VIRGINIA 51-0084283
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
</TABLE>
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 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)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this
Registration Statement, as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(2)...........
Preferred Stock(3)........
Debt Securities(4)........
- ------------------------------------------------------------------------------------------------------------
Total (5)................. $250,000,000 100% $250,000,000 $86,206.90
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) Subject to note (5) below, there are being registered hereunder such
indeterminate number of shares of Common Stock as may be sold, from time to
time, by the Registrant.
(3) Subject to note (5) below, there are being registered hereunder such
indeterminate number of shares of Preferred Stock as may be sold, from time
to time, by the Registrant.
(4) Subject to note (5) below, there are being registered hereunder such
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by the Registrant.
(5) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$250,000,000.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
$250,000,000
DELMARVA POWER & LIGHT COMPANY
COMMON STOCK
PREFERRED STOCK
MEDIUM-TERM NOTES
FIRST MORTGAGE BONDS (SECURED MEDIUM-TERM NOTES)
------------------------
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) shares
of Preferred Stock, par value $100 per share and/or shares of Preferred
Stock -- $25 Par, par value $25 per share (collectively, the "New Preferred
Stock"), (iii) unsecured Medium-Term Notes (the "New Notes"), and (iv) First
Mortgage Bonds, which may be designated "Secured Medium-Term Notes" (the "New
Bonds") (the New Notes and the New Bonds herein collectively are called the
"Debt Securities" and the New Common Stock, the New Preferred Stock and the Debt
Securities herein collectively are called the "Securities").
For each issue of New Common Stock for which this Prospectus will be
delivered, there will be an accompanying Prospectus Supplement that will set
forth the terms of the offering. For each issue of the Debt Securities and New
Preferred Stock for which this Prospectus will be delivered, there will be an
accompanying Prospectus Supplement, together with any accompanying Pricing
Supplement, that will set forth the specific terms of the Debt Securities or New
Preferred Stock of such issue, as the case may be.
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. Shares of the New Preferred Stock and the
Debt Securities may be listed on one or more securities exchanges at the
Company's discretion.
------------------------
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 REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
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.
------------------------
The date of this Prospectus is , 1997
<PAGE> 3
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 1024, 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 also may be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a web
site (http://www.sec.gov) that contains reports, proxy materials and other
information concerning the Company. 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 also may 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, 1996; and
2. The Company's Current Reports on Form 8-K filed on January 28, 1997
and January 31, 1997.
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 written or oral 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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<PAGE> 4
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 predominately a public utility that provides electric and
natural gas service. The Company provides electric service to retail
(residential, commercial and industrial) and wholesale (resale) customers in
Delaware, ten primarily Eastern Shore counties in Maryland, and the Eastern
Shore of Virginia, in an area consisting of about 6,000 square miles with a
population of approximately 1.2 million. In 1996, 90% of the Company's operating
revenues was derived from the sale of electricity. The Company provides gas
service to retail and transportation customers in an area consisting of about
275 square miles in northern Delaware, including the City of Wilmington.
In addition, the Company and its wholly owned subsidiaries are engaged in
competitive activities. It is anticipated that the electric utility industry
soon will enter a period where a significant part of the electric utility
business will be restructured. As a result of federal legislation, electric
resale customers can choose their electric suppliers, resulting in a
highly-competitive electric resale market. Many states are considering, and a
number of states have introduced, electric retail wheeling, which results in
retail customers purchasing electricity from the suppliers of their choice at
market-based prices. In addition, federal legislation has been introduced and
other bills are being drafted which could lead to retail wheeling for the entire
nation in the near future.
The transition to a competitive market could result in "stranded costs" for
a utility. Stranded costs generally are considered to be costs that may not be
recoverable in a competitive market due to market-based pricing or customers
choosing different energy suppliers. Changes in the regulatory environment
potentially could require the Company to write down asset values, and such
write-downs could be material. However, given the uncertainty with respect to
the timing of regulatory changes, the resulting deregulated market prices for
capacity and energy, and the extent to which the Company's regulatory
commissions will allow for recovery of any previously incurred costs, it is not
possible to predict the level of unrecovered stranded costs, if any, which would
result.
To prepare itself for industry restructuring, the Company recently
reorganized itself into three business units: Energy Supply, Regulated Delivery
and Energy Services. The Energy Supply business unit produces, buys and sells
energy in a multi-regional marketplace. Energy Supply's mission is to provide
new and existing customers with a complete and competitive portfolio of merchant
energy products and services, while maximizing the value of the Company's
generation assets. Currently, most of Energy Supply's business is regulated, but
it is expected eventually to be competitive and have deregulated, market-based
prices. The Regulated Delivery business unit delivers energy over the Company's
transmission and distribution systems at prices which are expected to continue
to be regulated by the public utility commissions. Regulated Delivery's mission
is to provide high-value utility delivery to customers in the region. The Energy
Services business unit packages and sells energy and related premium products
and services to customers within the competitive regional marketplace. Energy
Services is starting new businesses which include heating, ventilation and air
conditioning services, telecommunications and other products and services which
complement the Company's core energy business.
The Company intends to grow its businesses by building long-term customer
relationships, offering new products and services that complement the Company's
core energy business and are targeted to individual customer needs, and by
serving more customers in a larger geographical area. To retain existing
customers and attract new customers, the Company plans to differentiate itself
from its competitors by providing exceptional service, maintaining quality and
competitive prices and expanding connections with customers through new
services. The Company believes that its growth strategy will maximize long-term
stockholder value. In the short term, implementation of this strategy may result
in moderate downward pressure on earnings due to costs for the start-up of new
businesses, building a regional distribution platform, expanding the Company's
marketing and sales organization and upgrading information technology systems.
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<PAGE> 5
Since the Company's growth strategy will be affected by such matters as
regulatory and legislative actions, customer demand, inflation and competition,
future results may vary from the projections set forth in the foregoing
paragraphs.
On August 9, 1996, the Company announced plans to merge with Atlantic
Energy, Inc. ("Atlantic"), an investor-owned holding company which owns Atlantic
City Electric Company, an electric utility, and other competitive businesses.
Atlantic is located in southern New Jersey. The merger is expected to facilitate
success in the competitive marketplace and is part of the Company's integrated
strategy to build a regional delivery platform over which a portfolio of
products and services can be distributed. On January 30, 1997, the stockholders
of the Company and Atlantic approved the merger. Various federal and state
regulatory approvals are required for the merger to become effective. The
regulatory approval process is expected to be completed during early 1998.
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, 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,
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 COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------
1996 1995 1994 1993 1992
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<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges (SEC
Method)....................................... 3.33X 3.54X 3.49X 3.47X 3.03X
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends (SEC Method)........ 2.83X 2.92X 2.85X 2.88X 2.51X
</TABLE>
Under the SEC Method, earnings, including Allowance for Funds Used during
Construction, have been computed by adding income taxes and fixed charges to net
income. Fixed charges include gross interest expense, the estimated interest
component of rentals, and distributions on preferred securities of a subsidiary
trust. Excluding the one-time $17.5 million pre-tax charge in 1994 for the
Company's voluntary early retirement offer, the ratio of earnings to fixed
charges for 1994 would be 3.74X and the ratio of earnings to combined fixed
charges and preferred stock dividends would be 3.05X. Excluding the $18.5
million gain in 1992 from the Company's share of a lawsuit settlement, the ratio
of earnings to fixed charges for 1992 would be 2.78X and the ratio of earnings
to combined fixed charges and preferred stock dividends would be 2.30X.
DESCRIPTION OF THE 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"), the Company's Mortgage
and Deed of Trust dated October 1, 1943, as amended and supplemented (the
"Mortgage"), and the Company's Indenture (for Unsecured Subordinated Debt
Securities relating to Trust Securities) dated as of October 1, 1996 (the
"Subordinated Debt Indenture"), 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 herein collectively are 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 shares of
the Preferred Shares (as hereinafter defined) 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, the Mortgage and the Subordinated Debt Indenture 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 or if the Company were to elect to defer payment of
interest on the debentures issued under the Subordinated Debt Indenture.
Retained earnings available for dividends on Common Stock as of December 31,
1996, were approximately $258 million under the most restrictive of these
provisions. As long as the Amended and Restated Agreement and Plan of Merger,
dated as of December 26, 1996, between the Company, Atlantic, Conectiv, Inc.
("Conectiv") and DS Sub, Inc. (the "Merger Agreement") is in effect, the Company
is restricted from paying a Common Stock dividend in excess of $1.54 per share.
(See "Effect of Merger" below.)
VOTING RIGHTS
The holders of Common Stock have one vote for each share held. Except as
provided by law and as described under "Description of the New Preferred
Stock -- Voting Rights," the holders of the Preferred Shares are not entitled to
vote.
EFFECT OF MERGER
If the merger with Atlantic is consummated pursuant to the Merger
Agreement, each share of Common Stock of the Company will be converted into the
right to receive one fully paid and non-assessable share of Conectiv common
stock.
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 shares of New Common
Stock will be, validly issued, fully paid and non-assessable. Subject to the
preferential rights of creditors and the holders of Preferred Shares, 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 PREFERRED STOCK
The statements under this heading do not purport to be complete and are
subject to the detailed provisions of the Charter and the Subordinated Debt
Indenture, a copy of each of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part.
GENERAL
The Company is authorized to issue in separate series two classes of
preferred stock: 1,800,000 shares designated Preferred Stock, of the par value
of $100 per share (the "Preferred Stock") and 3,000,000 shares designated
Preferred Stock -- $25 Par, of the par value of $25 per share. The shares of the
Preferred Stock
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and the Preferred Stock -- $25 Par currently outstanding and the New Preferred
Stock herein collectively are called the "Preferred Shares." All of the
Preferred Shares are of equal rank and all shares of any particular series may
vary as to dividends, redemptions, liquidations, sinking funds and conversions
and other special rights. The Preferred Shares have no preemptive rights in the
capital stock of the Company. As of December 31, 1996, there were 817,898 shares
of the Preferred Stock outstanding and 316,500 shares of the Preferred
Stock -- $25 Par outstanding.
The Company also is authorized to issue 10,000,000 shares designated
Preferred Stock -- $1.00 Par, of the par value of $1.00 per share. The Preferred
Stock -- $1.00 Par, none of which is outstanding, ranks junior to the Preferred
Shares.
The following statements are a brief summary of certain terms of the
Preferred Shares, including the New Preferred Stock, and are qualified by
reference to the detailed provisions of Article Fourth of the Company's Charter.
Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the New Preferred Stock being
offered hereby and thereby: (1) the specific title and stated value, (2) the
number of shares, (3) any dividend, liquidation, redemption, sinking fund,
voting or other rights, (4) the terms for any conversion or exchange into other
securities, (5) whether such New Preferred Stock will be issued in global form
and (6) any other terms thereof.
DIVIDEND RIGHTS
The holders of each series of the New Preferred Stock shall be entitled,
pari passu with the holders of the Preferred Shares and in preference to the
holders of the Preferred Stock -- $1.00 Par and the Common Stock, to receive,
when, as and if declared by the Board of Directors out of funds legally
available therefor, cumulative cash dividends, at the rate or rates specified
for each series in the Prospectus Supplement relating to such series of New
Preferred Stock. Dividends will be payable to holders of record of New Preferred
Stock as they appear on the books of the Company on such record dates as fixed
by the Board of Directors.
LIMITATION ON PAYMENT OF DIVIDENDS
The Subordinated Debt Indenture contains a restriction on the payment of
cash dividends on the Preferred Shares that would become applicable if the
Company were to elect to defer payment of interest on the debentures issued
under the Subordinated Debt Indenture.
VOTING RIGHTS
Except as otherwise provided by law or as described hereinafter, the right
to vote is vested exclusively in the holders of the Common Stock. Upon default
in the payments of dividends on the Preferred Shares in an amount equivalent to
one year's dividend on all shares of all series of the Preferred Shares entitled
to receive quarter-yearly dividends on the last days of March, June, September
and December, and until all dividends in default have been paid or declared and
set apart for payment, the holders of the Preferred Shares 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
holders of the Preferred Shares also are entitled to vote on the following
matters: (1) an increase in the total authorized number of Preferred Shares; (2)
a merger or consolidation which either adversely affects the rights or
preferences of the Preferred Shares or results in a corporation having a class
of stock (in addition to the Preferred Shares) ranking prior to or equal with
the Preferred Shares; (3) a disposition of substantially all of the Company's
assets; (4) the authorization of any new class of stock or securities
convertible into shares of stock ranking prior to or on a parity with the
Preferred Shares; (5) changes in the express terms of the Preferred Shares in a
manner prejudicial to the holders thereof; (6) the issuance of additional shares
of Preferred Shares unless the net earnings of the Company applicable to
dividends on the Preferred Shares and applicable to interest on the Company's
indebtedness (in each instance after deducting the provision for depreciation
and all taxes chargeable as operating expense) for any 12 consecutive months
within the 15 preceding months shall, respectively, have been at least two times
one year's dividend requirements on the Preferred Shares to be outstanding
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immediately after the proposed issuance and at least one and one-half times the
aggregate of such dividend requirements and one year's interest charges on the
indebtedness to be likewise outstanding (exclusive of interest charges on
indebtedness to be retired through the proposed issuance); and (7) the issuance
of Preferred Shares unless the Common Stock capital and the surplus of the
Company shall at least equal the involuntary liquidation value of the Preferred
Shares to be outstanding immediately thereafter. A majority vote of the
Preferred Shares, voting as a class, is required with respect to (1), (2) and
(3) above and a two-thirds vote is required with respect to (4), (5), (6) and
(7) above, except that as to (5) above, the vote requirement applies only to the
series adversely affected. In any vote by the holders of the Preferred Shares,
the voting power of each share of Preferred Stock -- $25 Par shall be one-fourth
of the voting power of each share of Preferred Stock.
The Virginia Stock Corporation Act requires the approval of the holders of
two-thirds of the Preferred Shares to effect (1) certain exchanges and
reclassifications and changes in the designation, rights, preferences or
limitations of the Preferred Shares and (2) mergers or share exchanges which
would affect the Preferred Shares in the manner described in (1) above.
Should the Company in the future issue shares of the Preferred
Stock -- $1.00 Par, the Board of Directors, in its discretion and on a
series-by-series basis, could grant general or limited voting rights, in
addition to those provided by law, to the holders of such shares.
LIQUIDATION RIGHTS
Upon voluntary or involuntary liquidation, the holders of each series of
the Preferred Shares will be entitled to receive, pari passu, after paying or
providing for the payment of all creditors of the Company, the amount per share
specified to be payable on the shares of such series, before any distribution of
assets can be made to the holders of the Preferred Stock -- $1.00 Par or the
holders of the Common Stock.
LIABILITY TO FURTHER CALLS OR ASSESSMENTS
The outstanding Preferred Shares are, and the New Preferred Stock will be
validly issued, fully paid and non-assessable.
RESTRICTIONS ON CERTAIN COMPANY ACTIONS
So long as any shares of the Preferred Shares shall remain outstanding,
(1) the Company shall not pay any dividends on, or make any other
distribution with respect to, its Common Stock which would result in the
Common Stock capital of the Company, together with its surplus, aggregating
less than the involuntary liquidation value of all of the outstanding
Preferred Shares; and
(2) the payment of dividends (other than in Common Stock) on and the
making of any other distributions of assets to holders of the Common Stock
by purchase of shares or otherwise is subject to the following limitations:
(a) So long as the ratio of the Common Stock capital (including
premiums) and surplus to the total consolidated capitalization and
surplus of the Company and its subsidiaries (adjusted for the proposed
dividend or distribution) is less than 20% at the end of a period of 12
consecutive months within the 14 months immediately preceding the month
in which the proposed dividend or distribution would be made (the "base
period"), such dividends and distributions during the 12 months' period
ending with and including the month in which the proposed dividend or
distribution would be made shall not exceed 50% of the consolidated net
income of the Company and its subsidiaries applicable to the Common
Stock during the base period;
(b) If such capitalization ratio should be equal to or more than
20% but less than 25%, such dividends or distributions during the 12
months' period ending with and including the month in which the proposed
dividend or distribution would be made shall not exceed 75% of the
consolidated
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net income of the Company and its subsidiaries applicable to the Common
Stock during the base period; and
(c) Except as permitted under (1) and (2) above, the Company shall
not pay any such dividends or make any such distributions which would
reduce such capitalization ratio to less than 25%.
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
The Chase Manhattan Bank, formerly known as Chemical Bank, successor to
Manufacturers Hanover Trust Company, as trustee (the "Note Trustee"). The
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.
Capitalized terms are defined in the Indenture unless otherwise defined herein.
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 herein collectively are called the "Notes." The
Indenture does not limit the amount of other debt, secured or unsecured, that
may be issued by the Company.
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" below.)
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
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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 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:
(1) 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;
(2) failure to pay the principal of, or premium, if any, on, any Note
of such series within three Business Days after its maturity;
(3) 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;
(4) 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,
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indenture or other instrument securing or evidencing any indebtedness of
the Company for borrowed money, which default:
(a) shall constitute a failure to make any payment in excess of
$5,000,000 of the principal of, or interest on, such indebtedness, or
(b) 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 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;
(5) certain events of bankruptcy, insolvency or reorganization; and
(6) 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 will 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:
(1) the Company has paid or deposited with the Note Trustee a sum
sufficient to pay:
(a) all overdue interest on all Notes of such series;
(b) 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;
(c) 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
(d) all amounts due to the Note Trustee under the Indenture;
and
(2) 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
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right to make such direction, and not the Holders of the Notes of any one of
such series; and provided, further, that (1) 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 (2) 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 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 (3) 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 (1) 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, (2) 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 (3) 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:
(1) 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
(2) 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
(3) to add any additional Events of Default with respect to all or any
series of Notes; or
(4) 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
(5) to provide collateral security for the Notes; or
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(6) to establish the form or terms of Notes of any series or Tranche
thereof as contemplated by the Indenture; or
(7) 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
(8) to provide for the procedures required to permit the utilization
of a noncertificated system of registration for any Notes or Tranche
thereof; or
(9) 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 201).
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, (1) 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, (2) 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, (3) 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 (4) 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 (1) money in an amount that will be sufficient, or
(2) 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 (3) a combination of (1) and (2) that will be sufficient to pay
when due the principal of and premium and interest, if any, due and to
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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).
DESCRIPTION OF THE NEW BONDS
The New Bonds will be issued under the Mortgage, to which The Chase
Manhattan Bank, formerly known as 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 offering 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 (as defined in "Book-Entry System"), 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 (1) 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 (2) the remainder of (a) 15%
of the gross operating revenues of the
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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 (b) the charges of operating expenses for
current repairs and maintenance of bondable property.
For the calendar year 1996, the Company applied approximately $144 million
of property additions to satisfy the maintenance requirement.
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 (1) the conditions and limitations in the
instruments through which the Company claims title to its properties, (2)
"excepted encumbrances" (as defined in the Mortgage), and (3) 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: (1) 60% of the bondable value of
property additions; (2) the aggregate principal amount of refundable prior lien
Bonds theretofore or then retired; (3) the aggregate principal amount of any
Bonds theretofore issued and thereafter or then retired; or (4) 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 December
31, 1996, 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 $828.8 million. Bonds may
be issued pursuant to (1) and (4) above (and in certain cases (2) and (3) above)
only if "net earnings" (as defined in the Mortgage) shall be at least two times
the annual interest requirement on the 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
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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.
DEFAULT
The Mortgage provides that the following events will constitute "completed
defaults" thereunder: (1) failure to pay principal; (2) failure for 60 days to
pay interest; (3) failure to pay principal, premium, or interest upon any
outstanding prior lien bonds beyond the period of grace specified; (4) 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; (5) certain
events in voluntary bankruptcy or insolvency proceedings; (6) an assignment for
benefit of creditors; and (7) 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 or the New Preferred Stock, 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 or the New Preferred Stock, upon issuance, all of such Debt
Securities or New Preferred Stock 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, the Mortgage or the Charter, as the case may be, including notices
and voting. Payments of principal of, and premium, if any, and interest on, or
payments of dividends 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 or
New Preferred Stock registered in their names, will not receive or be entitled
to receive physical delivery of any such Debt Securities or New Preferred Stock
and will not be considered the owners of Debt Securities or New Preferred Stock
under the Indenture, the Mortgage or the Charter, 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 or New Preferred Stock.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof:
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
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book-entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates.
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 also
is 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 or the New Preferred Stock under the DTC
system must be made by or through Direct Participants, which will receive a
credit for such purchases of Debt Securities or New Preferred Stock on DTC's
records. The ownership interest of each actual purchaser of each Debt Security
or share of New Preferred Stock ("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 or the New
Preferred Stock 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 or the New Preferred Stock, except in the event that use of the
book-entry system for the Debt Securities or the New Preferred Stock is
discontinued.
To facilitate subsequent transfers, all Debt Securities or New Preferred
Stock deposited by Participants with DTC are registered in the name of DTC's
partnership nominee, CEDE & Co. The deposit of Debt Securities or New Preferred
Stock 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 or the New Preferred Stock; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Debt Securities or
New Preferred Stock 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 or the New Preferred Stock are redeemable prior to
the maturity date, redemption notices shall be sent to CEDE & Co. If less than
all of the Debt Securities or the New Preferred Stock 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 or the New Preferred Stock. 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 or the New Preferred Stock
are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Principal and interest payments on the Debt Securities and dividend
payments on the New Preferred Stock 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,
16
<PAGE> 18
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest or dividends, as the case may
be, 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.
DTC may discontinue providing services as securities depository with
respect to the Debt Securities or the New Preferred Stock 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 or shares of New Preferred Stock 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 the
New Preferred Stock 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, 1996, Mr. Stoodley held, in the form of stock and share
equivalents in the Company's employee benefit plans, approximately 2,774 shares
of the Company's Common Stock and had been granted 4,050 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 $139,039. As of December 31, 1996, Mr. Clark held, in the
form of stock and share equivalents, approximately 1,403 shares of the Company's
Common Stock and had been granted 1,930 performance shares as to which full
rights will not vest, if at all, until a later date. On such date, Mr. Clark's
shares, including the performance shares, had a fair market value of
approximately $67,910.
EXPERTS
The consolidated balance sheets of the Company and its subsidiaries as of
December 31, 1996 and 1995 and the consolidated statements of income, statements
of changes in stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1996, have been incorporated by reference herein
in reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on 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 Preferred 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.
17
<PAGE> 19
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways: (1) through
underwriters or dealers; (2) directly to a limited number of purchasers or to a
single purchaser; or (3) 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 (the
"Securities Act").
18
<PAGE> 20
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses relating to the Securities are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fees............ $ 86,207
Stock Exchange Listing Fees............................... 14,500
Delaware Public Service Commission filing fee............. 750
Virginia State Corporation Commission filing fee.......... 250
Legal Services............................................ 50,000
Auditor's fees............................................ 30,000
Fees and expenses of trustees and their counsel........... 10,000
Printing.................................................. 70,000
Rating fees............................................... 54,000
Miscellaneous............................................. 34,293
-------
Total..................................................... $350,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Charter provides that the Company shall indemnify, to the full extent
that it shall have power to do so under applicable law, each director and
officer against all costs and liabilities reasonably incurred by or imposed on
such persons in connection with any litigation in which such director or officer
may be involved by reason of being or having been a director or officer of the
Company. This provision is not exclusive of other rights to which any director
or officer may otherwise be entitled. Under applicable corporate law, the
Company may, upon a determination that such persons have met the applicable
statutory standard of conduct, indemnify directors, officers, employees and
agents against expenses, judgments, fines and settlement payments reasonably
incurred.
Subject to certain exceptions, the directors and all corporate officers of
the Company are insured to an overall limit of $50,000,000 (subject to a Company
deductible of $200,000 for each loss involving non-nuclear operations and
$1,000,000 for each loss involving nuclear operations) because of any claim or
claims made against them, including claims arising under the Securities Act and
caused by any negligent act, any error, any omission or any breach of duty while
acting in their capacities as such directors or officers, and the Company is
insured to the extent that it shall have indemnified the directors and officers
for such loss. The premiums for such insurance are paid by the Company.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------------------------------------
<S> <C> <C>
1-A -- Form of Underwriting Agreement relating to the New Common Stock.
1-B -- Form of Underwriting Agreement relating to the New Preferred Stock.
1-C -- Form of Distribution Agreement relating to the New Notes and New Bonds.
1-D -- Form of Underwriting Agreement relating to the New Bonds.
2 -- Amended and Restated Agreement and Plan of Merger, dated as of December 26, 1996,
between the Company, Atlantic Energy, Inc., Conectiv, Inc. and DS Sub, Inc. (filed
with Registration No. 333-18843).*
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).*
</TABLE>
II-1
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------------------------------------
<S> <C> <C>
3-C -- A copy of the Company's Certificate of Designation and Articles of Amendment
establishing the 6 3/4% Preferred Stock (filed with Registration No. 33-53855).*
3-D -- A copy of the Company's Certificate of Amendment of Restated Certificate and
Articles of Incorporation, filed with the Delaware Secretary of State, effective
as of June 7, 1996 (filed with Registration No. 333-07281).*
3-E -- A copy of the Company's Articles of Amendment of Restated Certificate and Articles
of Incorporation, filed with the Virginia State Corporation Commission, effective
as of June 7, 1996 (filed with Registration No. 333-07281).*
3-F -- A copy of the Company's By-Laws as amended November 21, 1996 (filed with Form 10-K
for the year ended December 31, 1996, 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 -- Copies of the Eighty-Fourth through Eighty-Eighth Supplemental Indentures (filed
with Registration No. 33-53855).*
4-K -- Copies of the Eighty-Ninth and Ninetieth Supplemental Indentures (filed with
Registration No. 333-00505).*
4-L -- A copy of the Ninety-First Supplemental Indenture.
4-M -- Indenture between the Company and The Chase Manhattan Bank, formerly known as
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).*
4-N -- A copy of the Indenture (for Unsecured Subordinated Debt Securities relating to
Trust Securities) between the Company and Wilmington Trust Company, as Trustee,
dated as of October 1, 1996 (filed with Registration No. 333-20715).*
4-O -- Officers' Certificate dated October 3, 1996, establishing the 8.125% Junior
Subordinated Debentures, Series I, Due 2036 (filed with Registration No.
333-20715).*
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.
12-A -- Statement of Computation of Ratio of Earnings to Fixed Charges (filed with Form
10-K for the year ended December 31, 1996, File No. 1-1405).*
</TABLE>
II-2
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------------------------------------
<S> <C> <C>
12-B -- Statement of Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends (filed with Form 10-K for the year ended December
31,1996, File No. 1-1405).*
23 -- See Page II-6 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-4).
25 -- Statement of Eligibility and Qualification of the Note Trustee and Bond Trustee on
Form T-1.
</TABLE>
- ---------------
* Incorporated by reference pursuant to Rule 411.
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement; (i) to
include any Prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum range may be
reflected in the form of Prospectus filed with the Commission pursuant to
Rule 424 (b) if, in the aggregate, the change in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that the undertakings set forth
in paragraphs (i) and (ii) above do not apply if the Registration Statement
is on Form S-3 and the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining liability under the
Securities Act, each post-effective amendment that contains a form of
Prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
II-3
<PAGE> 23
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted against
the Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
POWER OF ATTORNEY
Each person whose signature appears on the following page hereby authorizes
the agent for service named in the Registration Statement to execute the name of
each such person, and to file, any and all amendments and post-effective
amendments to the Registration Statement as the Registrant deems appropriate and
appoints such agent for service as attorney-in-fact to sign in his or her behalf
individually and in each capacity stated.
II-4
<PAGE> 24
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF WILMINGTON, STATE OF DELAWARE, ON THE 27TH DAY OF
MARCH, 1997.
Delmarva Power & Light Company
By: /s/ B. S. GRAHAM
------------------------------------
(B. S. Graham, Senior Vice President
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>
/s/ H. E. COSGROVE Chairman of the Board, President, March 27, 1997
- ------------------------------------------ Chief Executive Officer and
(H. E. Cosgrove) Director (Principal Executive
Officer)
/s/ B. S. GRAHAM Senior Vice President and Chief March 27, 1997
- ------------------------------------------ Financial Officer (Principal
(B. S. Graham) Financial Officer)
/s/ JAMES P. LAVIN Comptroller and Chief Accounting March 27, 1997
- ------------------------------------------ Officer (Principal Accounting
(James P. Lavin) Officer)
/s/ MICHAEL G. ABERCROMBIE Director March 27, 1997
- ------------------------------------------
(Michael G. Abercrombie)
/s/ R. FRANKLIN BALOTTI Director March 27, 1997
- ------------------------------------------
(R. Franklin Balotti)
/s/ ROBERT D. BURRIS Director March 27, 1997
- ------------------------------------------
(Robert D. Burris)
/s/ AUDREY K. DOBERSTEIN Director March 27, 1997
- ------------------------------------------
(Audrey K. Doberstein)
/s/ MICHAEL B. EMERY Director March 27, 1997
- ------------------------------------------
(Michael B. Emery)
/s/ JAMES H. GILLIAM, JR. Director March 27, 1997
- ------------------------------------------
(James H. Gilliam, Jr.)
/s/ SARAH I. GORE Director March 27, 1997
- ------------------------------------------
(Sarah I. Gore)
/s/ JAMES C. JOHNSON, III Director March 27, 1997
- ------------------------------------------
(James C. Johnson, III)
/s/ WESTON E. NELLIUS Director March 27, 1997
- ------------------------------------------
(Weston E. Nellius)
</TABLE>
II-5
<PAGE> 25
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Delmarva Power & Light Company on Form S-3 of our report dated February 7,
1997, on our audits of the consolidated financial statements of the Company and
its subsidiaries as of December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996, as listed in Item 14(a) of the 1996
Annual Report of the Company on Form 10-K. We also consent to the reference to
our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
March 27, 1997
II-6
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------------------------------------------------------------------
<S> <C> <C>
1-A -- Form of Underwriting Agreement relating to the New Common Stock.
1-B -- Form of Underwriting Agreement relating to the New Preferred Stock.
1-C -- Form of Distribution Agreement relating to the New Notes and New Bonds.
1-D -- Form of Underwriting Agreement relating to the New Bonds.
4-L -- A copy of the Ninety First Supplemental Indenture.
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.
23 -- See Page II-6 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-4).
25 -- Statement of Eligibility and Qualification of the Note Trustee and Bond Trustee on
Form T-1.
</TABLE>
<PAGE> 1
Exhibit 1-A
DELMARVA POWER & LIGHT COMPANY
Common Stock
UNDERWRITING AGREEMENT
___________, 199_
To the Representative named in Schedule I hereto
of the Underwriters named in Schedule II hereto
Ladies and Gentlemen:
The undersigned, Delmarva Power & Light Company, a Delaware and
Virginia corporation (the "Company"), hereby confirms its agreement with each of
the several Underwriters hereinafter named as follows:
The term "Underwriters" as used herein shall be deemed to mean the
firm or corporation or the several firms or corporations named in Schedule II
hereto and any underwriter substituted as provided in Section 3 and the term
"Underwriter" shall be deemed to mean one of such Underwriters. If the firm or
firms listed in Schedule I hereto (the "Representative") are the same as the
firm or firms listed in Schedule II hereto, then the terms "Underwriters" and
"Representative", as used herein, shall each be deemed to refer to such firm or
firms. The Representative represents that it has been authorized by the
Underwriters to execute this Agreement on their behalf and to act for them in
the manner herein provided. All obligations of the Underwriters hereunder are
several and not joint. If more than one firm is named in Schedule I hereto, any
action under or in respect of this Agreement may be taken by such firms jointly
as the Representative or by one of the firms acting on behalf of the
Representative and such action will be binding upon all the Underwriters.
1. Description of Shares. The Company has authorized by appropriate
corporate action and proposes to issue and sell to the several Underwriters its
Common Stock, Par Value $2.25 ("Common Stock"), in the amount specified in
Schedule I hereto (the "Firm Shares").
<PAGE> 2
-2-
In addition, for the sole purpose of covering over-allotments in
connection with the sale of the Firm Shares, the Company, as provided in Section
3, has granted to the Underwriters an option (the "Option") to purchase from the
Company the Option Shares (as defined in Section 3), up to the maximum amount
specified in Schedule I hereto, at the same price per share as the Firm Shares.
The Firm Shares and the Option Shares are hereinafter collectively referred to
as the "Shares".
2. Representations, Warranties and Agreements of the Company. The
Company represents and warrants to, and agrees with, the several Underwriters
that:
(a) A registration statement (identified in Schedule I hereto),
together with amendments thereto, if any, with respect to the Shares has
been prepared by the Company and filed with the Securities and Exchange
Commission (the "Commission") in conformity with the rules, regulations
and releases of the Commission (the "Rules and Regulations") under the
Securities Act of 1933, as amended (the "Act"). Such registration
statement has been declared effective by the Commission. Copies of said
registration statement, together with all amendments thereto, if any,
including the exhibits filed therewith, have heretofore been delivered to
the Representative, and copies of any amendments thereto, including the
exhibits filed therewith, which shall be subsequently filed will be so
delivered to the Representative. As used in this Agreement, the term
"Registration Statement" means said registration statement, including
exhibits, financial statements and all documents incorporated therein by
reference, as amended to the date hereof. As used in the Agreement, (i)
the term "Prospectus" means (A) if a preliminary prospectus supplement
with respect to the Shares was prepared in conformity with the Rules and
Regulations and, together with the prospectus in the form included in the
Registration Statement, filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations ("Rule 424(b)"), such preliminary prospectus
supplement and prospectus completed to reflect the terms of the sale of
the Shares, (B) if no such preliminary prospectus supplement was so
prepared and filed, the prospectus in the form included in the
Registration Statement as to be supplemented by a prospectus supplement
reflecting the terms of the offering of the Shares or (c) if the Shares
are to be offered without a prospectus supplement, the prospectus in the
form included in the Registration Statement completed to reflect the terms
of such offering, in each case proposed to be filed on or about the date
hereof with the Commission pursuant to Rule 424(b),
<PAGE> 3
-3-
and (ii) the term "Prospectus Supplement" means the prospectus supplement
proposed so to be filed with the Commission, in each case including all
documents incorporated in such prospectus and prospectus supplement by
reference (the "Incorporated Documents"). In the event of any amendment to
the Registration Statement after the date hereof, the term "Registration
Statement" also shall mean such Registration Statement as so amended. In
the event of any supplement to the Prospectus, after the date of the
filing with the Commission of the Prospectus pursuant to Rule 424(b), the
term "Prospectus" also shall mean such Prospectus as so amended or
supplemented; provided, however, that any supplement to the Prospectus
filed with the Commission pursuant to Rule 424(b) with respect to an
offering of the Company's securities other than the Shares shall not be
deemed to be a supplement to or part of the Prospectus. Any reference
herein to the terms "amend", "amendment" or "supplement" with respect to
the Registration Statement or the Prospectus shall be deemed to refer to
and include the filing of any document under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), deemed to be incorporated
therein after the date hereof and prior to the termination of the offering
of the Shares by the Underwriters.
(b) No stop order suspending the effectiveness of the Registration
Statement, nor any order preventing or suspending use of the Prospectus
nor any order directed to the adequacy or accuracy of any Incorporated
Document has been issued by the Commission, and no proceeding for any such
purpose has been initiated or is pending or, to the knowledge of the
Company, is contemplated by the Commission.
(c) On the date of this Agreement and at all times subsequent hereto
up to and at the Closing Date (as defined in Section 3) and, in respect of
the Option Shares, up to and at the Option Closing Date (as defined in
Section 3), (i) the Registration Statement and the Prospectus do and will,
contain all statements and information which are required to be included
therein by the Act and the Rules and Regulations and will conform, in all
material respects, to the requirements of the Act and the Rules and
Regulations; (ii) the Registration Statement does not and will not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading; and (iii) the Prospectus does not and will not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to
<PAGE> 4
-4-
make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes
no representations or warranties as to information contained in or omitted
from the Registration Statement or the Prospectus, in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter expressly for use in the preparation thereof. There are no
contracts or documents of the Company or of any Subsidiary (as defined
below) of the Company which are required to be filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations which
have not been filed as required.
(d) The Company has filed timely all reports and all definitive
proxy and information statements required to be filed by the Company with
the Commission pursuant to the Exchange Act and the rules and regulations
of the Commission thereunder. Each of the Incorporated Documents, when it
and any amendment thereto was filed with the Commission, complied as to
form in all material respects to the requirements of the Exchange Act, and
the rules and regulations of the Commission thereunder, and any
Incorporated Document and any amendment thereto, when filed with the
Commission will comply as to form in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder; and none of such documents includes or will include
any untrue statement of a material fact or omits or will omit to state any
material fact required to be stated therein, or necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.
(e) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of Delaware and Virginia, with
all corporate authority, including franchises, necessary to own or lease
its properties and conduct its business as described in the Registration
Statement and the Prospectus and to issue and sell the Shares; the Company
is duly qualified to do business as a foreign corporation in good standing
in Maryland, New Jersey, Ohio and Pennsylvania, being all of the
jurisdictions in which the conduct of its business or its ownership or
leasing of property requires such qualification, with all corporate
authority, including franchises necessary to own or lease its properties
and conduct its business as described in the Registration Statement and
Prospectus. The Company has no direct subsidiaries other than Delmarva
Energy Company, Delmarva
<PAGE> 5
-5-
Industries, Inc., Delmarva Capital Investments, Inc., Delmarva Services
Company, Conectiv Services, Inc. and Conectiv Communications, Inc. (the
"Subsidiaries"), all of the stock of each of which is owned by the
Company, free and clear of any lien, pledge or other encumbrance except
for those matters satisfactory to the Underwriters discussed in the
opinion of Dale G. Stoodley, General Counsel for the Company, delivered
pursuant to Section 5(d) hereof. Each of the Subsidiaries has been duly
organized and is validly existing as a corporation in good standing under
the laws of its jurisdiction of incorporation and is duly qualified to do
business as a foreign corporation and is in good standing under the laws
of any jurisdiction in which the conduct of its business or its ownership
or leasing of property requires such qualification, with all corporate and
other authority and franchises necessary to own or lease its properties
and conduct its business as described in the Registration Statement and
the Prospectus.
(f) The performance of this Agreement and the consummation of the
transactions herein contemplated and the fulfillment of the terms hereof
will not result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any statute, indenture, mortgage, deed
of trust, note agreement or other agreement or instrument to which the
Company or any of the Subsidiaries is a party or by which any of them is
bound or to which any of their property is subject, or of the Company's
Restated Certificate and Articles of Incorporation, as amended, or
By-Laws, as amended, or any order, rule or regulation of any court or
other governmental body applicable to the Company or any of the
Subsidiaries or any of their property.
(g) The Company has full power and lawful authority to authorize,
issue and sell the Shares on the terms and conditions herein set forth,
and has taken all corporate action necessary therefor; has obtained every
consent, approval, authorization or other order of any regulatory body
which is required for such authorization, issue or sale, except as may be
required under state securities laws; and such consents, approvals,
authorizations or other orders are not subject to appeal.
(h) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as set
forth in or contemplated by the Registration Statement and the Prospectus:
(1) the Company and the Subsidiaries taken as a whole have not incurred
any
<PAGE> 6
-6-
material liabilities or obligations, direct or contingent, and have not
entered into any material transaction, not in the ordinary course of
business; (2) there has not been any material change in the capital stock
or long-term debt of the Company and the Subsidiaries taken as a whole or
any material adverse change, or development involving a prospective
material adverse change, in the condition, financial or otherwise, or in
the earnings, business, net worth or results of operations of the Company
and the Subsidiaries taken as a whole; (3) no material loss or damage
(whether or not insured) to the property of the Company and the
Subsidiaries taken as a whole has been sustained; and (4) no legal or
governmental proceeding, domestic or foreign, materially affecting the
Company and the Subsidiaries taken as a whole or the transactions
contemplated by this Agreement, has been instituted or, to the knowledge
of the Company, threatened.
(i) The financial statements set forth in or incorporated by
reference into the Registration Statement and the Prospectus fairly
present the consolidated financial condition of the Company and the
Subsidiaries and the results of their operations as of the dates and for
the periods therein specified; and said financial statements (including
the related notes) have been prepared in accordance with generally
accepted accounting principles which have been consistently applied
throughout the periods involved.
(j) Coopers & Lybrand, which has reported on certain financial
statements filed with the Commission and incorporated by reference into
the Registration Statement and the Prospectus, are independent certified
public accountants as required by the Act and the Rules and Regulations.
(k) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, there is not pending any action, suit or
other proceeding to which the Company or any of the Subsidiaries is a
party or of which any property of the Company or any of the Subsidiaries
is the subject, before or by any court or other governmental body, which
might result in any material adverse change in the condition, business or
prospects of the Company and the Subsidiaries taken as a whole or might
materially adversely affect the properties or assets of the Company and
the Subsidiaries taken as a whole; and no such action, suit or proceeding
is known by the Company to be threatened or contemplated.
<PAGE> 7
-7-
(l) All of the outstanding shares of the capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable; when the Shares shall have been delivered against
payment therefor as provided herein, they will have been duly and validly
issued, and will be fully paid and non-assessable and free and clear of
any claim, lien, encumbrance or security interest on behalf of, or arising
through, the Company; and the Shares conform to the description thereof
contained in the Registration Statement and the Prospectus.
(m) The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.
(n) The Company and the Subsidiaries (i) are in compliance with any
and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the terms
and conditions of such permits, licenses or approvals would not, singly or
in the aggregate, have a material adverse effect on the Company and the
Subsidiaries, taken as a whole.
(o) In the ordinary course of its business, the Company conducts a
periodic review of the effect of Environmental Laws on the business,
operations and properties of the Company and the Subsidiaries, in the
course of which it identifies and evaluates associated costs and
liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance
with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third
parties). On the basis of such review, the Company has reasonably
concluded that such associated costs and liabilities would not, singly or
in the aggregate, have a material adverse effect on the Company and the
Subsidiaries, taken as a whole.
<PAGE> 8
-8-
3. Sale, Purchase, and Delivery of Shares; Options; Substitution of
Underwriters. On the basis of the representations, warranties and agreements
herein contained, and subject to the terms and conditions herein set forth, the
Company agrees to sell to each of the Underwriters, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, the respective
principal amount of Firm Shares set forth opposite the name of such Underwriter
in Schedule II hereto at the purchase price set forth in Schedule I hereto.
The Company agrees to make the certificates for the Firm Shares
available to the Representative for the purpose of expediting their checking and
packaging on behalf of the Underwriters, at the New York City offices of
Chemical Bank, not later than 1:30 P.M. on the business day next preceding the
Closing Date.
Payment for and delivery of the Firm Shares (the "Closing") shall be
made at the place, time and date specified in Schedule I hereto or at such other
time and date as the Representative and the Company may agree in writing, such
time and date for payment being herein referred to as the "Closing Date". On the
Closing Date, the Company shall deliver certificates for the Firm Shares to the
Representative for the respective accounts of the Underwriters, against payment
to or upon the order of the Company of the purchase price of the Firm Shares, by
certified check or checks, or official bank or bank cashier's check or checks,
payable in New York Clearing House funds. Time shall be of the essence, and
delivery at the time determined as set forth above is a further condition of the
obligation of each Underwriter and of the Company. The certificates for the Firm
Shares so delivered shall be registered in the respective names of the
Underwriters in the respective numbers of shares set forth opposite the names of
such Underwriters in Schedule II annexed hereto, but the Company will, if
requested by the Representative not less than three (3) full business days prior
to the Closing Date, deliver all or any part of such certificates registered in
such other names and in such other denominations as may be requested. To the
extent practicable, the Representative will furnish the taxpayer identification
numbers of the registered owners.
The Company hereby grants to the Underwriters the Option. The Option
may be exercised, in whole or in part, on one occasion during the period
commencing on the date hereof and ending on the thirtieth day after the date
hereof, by written notice from the Representative to the Company. Such notice
shall set forth the aggregate number of shares of Common Stock (the "Option
Shares") as to which the Option is being exercised and
<PAGE> 9
-9-
specify the date of delivery of, and payment for, such shares (the "Option
Closing Date"), which date shall be neither earlier than the later of the
Closing Date or the second business day following the date of exercise nor later
than the fifth business day after the date of exercise.
The Company agrees to make the certificates for the Option Shares
available to the Representative for the purpose of expediting their checking and
packaging on behalf of the Underwriters, at the New York City offices of
Chemical Bank, not later than 1:30 P.M. on the business day next preceding the
Option Closing Date.
Payment for the Option Shares shall be made on the Option Closing
Date. On the Option Closing Date, at the time and place specified in Schedule I
hereto, or at such other time and place as the Company and the Representative
may agree in writing, the Company shall deliver certificates for the Option
Shares to the Representative for the respective accounts of the Underwriters,
against payment to or upon the order of the Company of the purchase price of the
Option Shares, by certified check or checks, or official bank or bank cashier's
check or checks, payable in New York Clearing House funds. Time shall be of the
essence, and delivery at the time determined as set forth above is a further
condition of the obligation of each Underwriter and of the Company. The
certificates for the Option Shares so delivered shall be registered in the
respective names of the Underwriters in proportion to the respective numbers of
shares set forth opposite the names of such Underwriters in Schedule II annexed
hereto, but the Company will, if requested by the Representative not less than
two (2) full business days prior to the Option Closing Date, deliver all or any
part of such certificates registered in such other names and in such other
denominations as may be requested. To the extent practicable, the Representative
will furnish the taxpayer identification numbers of the registered owners.
It is understood that the several Underwriters propose to offer the
Shares for sale as set forth in the Prospectus.
In the event of default by one or more Underwriters in respect of
their obligations under this Agreement to take up and pay for the Firm Shares or
Option Shares, as the case may be, pursuant to this Section , and if the
aggregate of such defaults shall not exceed 10% of the Firm Shares or Option
Shares, as the case may be, the remaining Underwriters shall be obligated
severally (in proportion to their respective commitments hereunder or in such
other proportion as may be agreed upon by the Representative) to purchase the
Firm Shares or Option Shares, as
<PAGE> 10
-10-
the case may be, which such defaulting Underwriter or Underwriters agreed but
failed to purchase. If any Underwriter or Underwriters shall for any reason
permitted under this Agreement cancel their obligations to take up and pay for
the Firm Shares or the Option Shares, as the case may be, pursuant to this
Section , or in the event of a default by one or more Underwriters in respect of
their obligations under this Agreement to take up and pay for the Firm Shares or
the Option Shares, as the case may be, pursuant to this Section , and if the
aggregate of such cancellations or defaults shall exceed 10% of the aggregate
principal amount of the Firm Shares or Option Shares, as the case may be, the
remaining Underwriters shall have the right to take up and pay for (in such
proportion as may be agreed upon by the Representative) the Firm Shares or
Option Shares, as the case may be, which the canceling or defaulting Underwriter
or Underwriters agreed but failed to purchase. If such remaining Underwriters do
not, at the Closing Date or the Option Closing Date, as the case may be, take up
and pay for the aggregate principal amount of the Firm Shares or Option Shares,
as the case may be, which the canceling or defaulting Underwriter or
Underwriters failed to purchase, the time for delivery of the Firm Shares or
Option Shares, as the case may be, shall be extended for twenty-four hours, and
the several Underwriters shall have the privilege of substituting within such
twenty-four hours another underwriter or underwriters satisfactory to the
Company. If no such underwriter or underwriters shall have been substituted as
aforesaid, prior to the termination of such extended time for delivery, the time
for delivery of the Firm Shares or Option Shares, as the case may be, shall be
extended for a further twenty-four hours, during which the Company shall have
the privilege of finding another underwriter or underwriters, satisfactory to
the Representative, to purchase the aggregate principal amount of the Firm
Shares or Option Shares, as the case may be, which the canceling or defaulting
Underwriter or Underwriters failed to purchase. If it shall be arranged for the
remaining Underwriters or substituted underwriters to take up the Firm Shares or
Option Shares, as the case may be, of the canceling or defaulting Underwriter or
Underwriters as provided in this Section , (i) the Representative or the Company
shall have the right to postpone the time of delivery of the Firm Shares or
Option Shares, as the case may be, for a period of not more than five full
business days, in order to effect whatever changes which such arrangements may
make necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees promptly to file any amendment
to the Registration Statement or any supplement to the Prospectus which such
arrangements may make necessary, and (ii) the Firm Shares or Option Shares, as
the case may be, to be purchased by the remaining Underwriters or substituted
<PAGE> 11
-11-
underwriters shall be taken as the basis of their respective underwriting
obligations for all purposes of this Agreement.
If, in the event of a default by one or more Underwriters, the
remaining Underwriters shall not take up and pay for all of the Firm Shares or
Option Shares, as the case may be, agreed to be purchased by the defaulting
Underwriters or substitute another underwriter or underwriters as aforesaid and
the Company shall not find another underwriter or underwriters for such Firm
Shares or Option Shares, as the case may be, as aforesaid, then this Agreement
may be terminated by the Company by giving prompt notice to the remaining
Underwriters.
If the Company shall not so elect to terminate this Agreement, it
shall have the right to require such remaining Underwriters, irrespective of the
default as aforesaid, to purchase the aggregate principal amount of the Firm
Shares or Option Shares, as the case may be, which they have agreed to purchase
hereunder. In such event the Company shall, within twenty-four hours after such
second twenty-four hour period, give notice thereof in writing or by facsimile
transmission to such remaining Underwriters and thereupon the time for delivery
of the Firm Shares or Option Shares, as the case may be, may be postponed for a
period of not more than five full business days in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus, or in any other documents or arrangements and the Company agrees
promptly to file any amendment to the Registration Statement or any supplement
to the Prospectus which may thereby be made necessary. In the absence of such
notice from the Company, this Agreement shall terminate without further action
on the part of either the Company or the Underwriters.
In the event of any such termination, the Company shall not be under
any liability to any Underwriter (except to the extent provided in Sections 4(e)
and 7 hereof) nor shall any Underwriter (other than an Underwriter who shall
have failed to purchase Firm Shares or Option Shares, as the case may be,
otherwise than for some reason permitted under this Agreement) be under any
liability to the Company (except to the extent provided in Section 7 hereof).
Any action taken by the non-defaulting Underwriters or by the
Company under this Section shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
4. Covenants of the Company. The Company further covenants and
agrees with the several Underwriters that:
<PAGE> 12
-12-
(a) The Company shall comply with the provisions of, and make all
requisite filings with the Commission pursuant to, Rule 424(b) and notify
the Representative promptly of all such filings. The Company will not at
any time file any amendment to the Registration Statement or supplement to
the Prospectus of which the Representative shall not previously have been
advised and furnished with a copy or to which the Representative or Reid &
Priest, counsel for the several Underwriters, shall have reasonably and
promptly objected in writing or which is not in compliance with the Act or
the Rules and Regulations. The Company will prepare and file with the
Commission, promptly upon the Representative's request, any amendment to
the Registration Statement or supplement to the Prospectus which, in the
opinion of counsel for the several Underwriters and counsel for the
Company, may be necessary or advisable in connection with the offering of
the Shares by the Underwriters. The Company will file timely all reports
and any definitive proxy or information statements required to be filed by
the Company with the Commission pursuant to the Exchange Act and the rules
and regulations of the Commission thereunder subsequent to the date hereof
and for so long as the delivery of a prospectus is required in connection
with the offering or sale of the Shares.
(b) The Company will notify the Representative promptly and confirm
in writing of (i) the issuance of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of the Prospectus or any order directed to the adequacy
or accuracy of any Incorporated Document or of the initiation of any
proceedings for any such purpose and (ii) the receipt of any comments from
the Commission in respect of the Registration Statement or the Prospectus,
or requesting additional information or the amendment or supplementation
of the Registration Statement or the Prospectus. If the Commission shall
issue a stop order or any order preventing or suspending the use of the
Prospectus or any order directed to the adequacy or accuracy of any
Incorporated Document at any time, or shall initiate any proceedings for
any such purpose, the Company will make every reasonable effort to prevent
the issuance of such order and, if issued, to obtain the lifting thereof.
(c) Within the time during which a prospectus relating to the Shares
is required to be delivered under the Act, the Company will comply so far
as it is able with all requirements imposed upon it by the Act, as now and
hereafter amended, and by the Rules and Regulations, as from
<PAGE> 13
-13-
time to time in force, so far as necessary to permit the continuance of
sales of or dealings in the Shares as contemplated by the provisions
hereof; and if during such period any event occurs as a result of which
the Prospectus would include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, or if during such period it is necessary to amend or
supplement the Prospectus to comply with the Act or the Rules and
Regulations or to file under the Exchange Act or the rules and regulations
of the Commission thereunder any document incorporated by reference into
the Prospectus in order to comply with the Act, the Rules and Regulations,
the Exchange Act or the rules and regulations of the Commission
thereunder, the Company will promptly notify the Representative and will
amend or supplement the Prospectus or file such document (in form
satisfactory to counsel for the Underwriters and counsel for the Company
and at the expense of the Company) so as to correct such statement or
omission or effect such compliance.
(d) The Company will cooperate with the Underwriters in qualifying
and registering the Shares for sale under the securities laws and legal
investment laws of such jurisdictions as the Representative may designate,
and in continuing such qualifications in effect so long as required for
the distribution of the Shares; provided, however, that the Company shall
not be obligated to file any general consent to service of process or to
submit to any requirements which it deems unduly burdensome. The Company
will advise the Representative promptly of any order or communication of
any public authority addressed to the Company suspending or threatening to
suspend qualification of the Shares for sale in any jurisdiction.
(e) Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay, or
reimburse the Underwriters on demand for, all reasonable costs and
expenses incident to the performance of the Company's obligations under
this Agreement, including all expenses incident to the authorization of
the Shares and their issue and delivery by the Company, all expenses
incident to listing the Shares on any stock exchange, any necessary stamp
taxes in connection with the foregoing, the reasonable fees and expenses
of the Company's counsel and accountants, the costs and expenses incident
to the preparation and filing under the Act of the Registration Statement
(including all exhibits and
<PAGE> 14
-14-
amendments thereto), the Prospectus and this Agreement, all fees and
disbursements (including reasonable fees and disbursements of counsel)
incurred by the Company or the Underwriters in connection with the
qualification of the Shares for sale under state securities laws and the
preparation of Blue Sky Memoranda and Legal Investment Surveys, the cost
of furnishing to the Underwriters copies of Blue Sky Memoranda and Legal
Investment Surveys, the Registration Statement and the Prospectus, and
each amended or supplemented Registration Statement or Prospectus and each
Prospectus prepared to permit compliance with Section 10(a)(3) of the Act
and the cost of preparing copies of this Agreement. The Company shall not,
however, be required to pay for any of the Representative's expenses or
those of any of the other Underwriters, other than as hereinabove set
forth and the costs of preparing copies of the legal opinion referred to
in subparagraph (e) of Section 5 hereof, the Underwriters' Questionnaires
and the Agreement Among Underwriters; provided, however, that, if this
Agreement shall not be consummated because it is (i) terminated by the
Representative pursuant to Section 5 or Section 6 hereof, (ii) terminated
pursuant to Section 3 hereof, or (iii) terminated by reason of any
failure, refusal or inability on the part of the Company to perform any
undertaking or satisfy any condition of this Agreement or to comply with
any of the terms hereof on its part to be performed, unless such failure,
refusal or inability be due to the default or omission of the
Underwriters, then and in any such case, the Company shall reimburse the
several Underwriters (but not defaulting Underwriters in the event of
termination pursuant to Section 3 hereof) for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel for the several
Underwriters) reasonably incurred in connection with investigating,
marketing and proposing to market the Shares or in contemplation of
performing their obligations hereunder, but the Company shall not in any
event be liable to any of the several Underwriters for damages on account
of loss of anticipated profits or commissions from the sale by them of the
Shares.
(f) The Company will apply the proceeds from the sale of the Shares
substantially as set forth under the caption "Use of Proceeds" in the
Prospectus.
(g) The Company will deliver to the Representative, as promptly as
practicable, a signed copy of the Registration Statement and all
amendments thereto including all exhibits filed therewith and signed
consents, certificates and opinions of accountants and of any other
persons named in
<PAGE> 15
-15-
the Registration Statement as having prepared, certified or reviewed any
part thereof, and will deliver to the Representative such number of
unsigned copies of the Registration Statement, without exhibits, and of
all amendments thereto, as the Representative may reasonably request. The
Company will deliver to or upon the order of the Representative, from time
to time, as many copies of the Prospectus (excluding Incorporated
Documents) as the Representative may reasonably request.
(h) The Company will make generally available to its security
holders and deliver to the Representative as soon as it is practicable to
do so, an earnings statement (which need not be audited) covering a period
of at least twelve months beginning not later than the first day of the
month next succeeding the month in which occurred the effective date of
the Registration Statement (as defined in Rule 158 under the Act), which
shall satisfy the requirements of Section 11(a) of the Act.
(i) For a period of five years from the Closing Date, the Company
will deliver to the Representative and, upon request, to each of the other
Underwriters (i) as soon as available, a copy of each report of the
Company mailed to security holders or filed with the Commission and (ii)
from time to time such other information concerning the Company as the
Representative shall reasonably request. If at any time, the Company shall
have a majority-owned subsidiary or subsidiaries which is or are
"significant" within the meaning of Regulation S-X of the Commission, the
financial statements contained in the documents referred to in (i) shall
be furnished in consolidated form, if such consolidation is required under
such Regulation S-X, for the Company and such subsidiary or subsidiaries.
(j) During the period beginning on the date hereof and continuing
through the later of the Closing Date and the Option Closing Date, the
Company, except for sales of Common Stock pursuant to dividend
reinvestment and employee benefit plans, will not offer, sell or otherwise
alienate, without the Representative's prior consent, any other of its
Shares of Common Stock.
5. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters to purchase and pay for the Firm Shares and the Option
Shares, as provided herein, shall be subject to the accuracy, as of the date
hereof and as of the Closing Date and, with respect to the Option Shares, the
Option Closing Date (as if made on such Dates), of the representations
<PAGE> 16
-16-
and warranties of the Company herein, to the accuracy of statements of Company
officers made in certificates delivered pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and to the following
additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement, or order preventing or suspending the use of the Prospectus,
shall have been issued; no order of the Commission directed to the
adequacy or accuracy of any Incorporated Document shall be in effect; and
no proceedings for any such purpose shall have been instituted or be
pending or, to the knowledge of the Company or the Representative, shall
be contemplated or threatened by the Commission; any request of the
Commission for additional information (to be included in the Registration
Statement or the Prospectus or otherwise) shall have been complied with to
the reasonable satisfaction of Reid & Priest, counsel for the several
Underwriters; no amendment to the Registration Statement or Prospectus
shall have been filed hereafter to which the Representative or Reid &
Priest, counsel for the several Underwriters, shall have reasonably and
promptly objected in writing after having received reasonable notice and a
copy thereof; there shall be in full force and effect on the date of this
Agreement appropriate orders of The Public Service Commission of Delaware
and the State Corporation Commission of Virginia permitting the issuance
and sale of the Shares and the transactions relating thereto substantially
in accordance with the terms and conditions set forth herein; such orders
shall contain no condition inconsistent with the provisions hereof or
unacceptable to the Representative and shall be issued under circumstances
that in the Representative's reasonable judgment are appropriate for the
protection of the Underwriters; and on or prior to the Closing Date, and,
with respect to the Option Shares, the Option Closing Date, neither of
said orders shall have been rescinded, modified or stayed, or the right of
the Company to operate thereunder restrained, or be subject to any
litigation or proceeding pending, or to the knowledge of the
Representative or the Company, threatened.
(b) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as set
forth in or contemplated by the Prospectus, there shall not have been any
change in the capital stock, short-term debt or long-term debt of the
Company and the Subsidiaries taken as a whole, or any adverse change or
any development involving a prospective adverse change in the condition,
financial or otherwise, or
<PAGE> 17
-17-
in the earnings, business, net worth or results of operations of the
Company and the Subsidiaries taken as a whole, all or any of which, in the
Representative's reasonable judgment, materially impairs the investment
quality of the Shares; and no Underwriter shall have disclosed in writing
to the Company on or prior to the Closing Date or, with respect to the
Option Shares, the Option Closing Date, that the Registration Statement or
Prospectus contained an untrue statement of fact which, in the opinion of
Reid & Priest, counsel for the Underwriters, is material, or omits to
state a fact which, in the opinion of such counsel, is material and is
required to be stated therein or is necessary to make the statements
therein not misleading.
(c) The authorization and issuance of the Shares, the Registration
Statement, the Prospectus and all corporate proceedings and other legal
matters incident thereto shall be satisfactory in all material respects to
Reid & Priest, and the Company shall have furnished to Reid & Priest such
documents as they may reasonably request to enable them to be satisfied
with respect to the matters referred to in this subparagraph and to
furnish to the Representative an opinion, dated as of the Closing Date,
or, with respect to the Option Shares, the Option Closing Date, as
required by subparagraph (e) of this Section 5.
(d) On the Closing Date, and, with respect to the Option Shares, on
the Option Closing Date, the Representative shall have received the
favorable opinion of Dale G. Stoodley, General Counsel for the Company,
dated as of such date, satisfactory in form, scope and substance to the
Representative and to counsel for the Underwriters to the effect that:
(i) the Company has been duly organized and is validly
existing as a corporation in good standing under the laws of Delaware and
Virginia, with all corporate power and other authority necessary to own or
lease its properties and conduct its business as described in the
Registration Statement and the Prospectus and to issue and sell the
Shares; and each of the Subsidiaries has been duly organized and is
validly existing as a corporation in good standing under the laws of its
jurisdiction and is duly qualified to do business as a foreign corporation
and is in good standing under the laws of any jurisdiction in which the
conduct of its business or the ownership or leasing of its properties
requires such qualification, with all corporate and other authority and
franchises necessary to own or lease its
<PAGE> 18
-18-
properties and conduct its business as described in the Registration
Statement and Prospectus.
(ii) the Company is duly qualified as a foreign corporation in
good standing in Maryland, New Jersey, Ohio and Pennsylvania, being all of
the jurisdictions in which the conduct of its business or its ownership or
leasing of properties requires such qualification; and the Company owns
all of the stock of the Subsidiaries, free and clear of any lien, pledge
or other encumbrance;
(iii) except as otherwise set forth in the Prospectus, and
except with respect to the location of certain poles, wires and other
facilities within public highways or over or under public or navigable
waters (the status of which does not in any case threaten to affect
materially the Company's ability to conduct its present business), the
Company has such valid franchises, certificates of convenience and
necessity, operating rights, licenses, permits, consents, approvals,
authorizations and/or orders of governmental bodies, political
subdivisions or regulatory authorities, free from materially burdensome
restrictions, as are necessary for the acquisition, construction and
ownership of the properties owned or leased by it and the maintenance and
operation of the properties operated by it and the conduct of the business
carried on by it as described in the Registration Statement and the
Prospectus, and, to the best of the knowledge of such counsel, the Company
is not in default or violation of any of such franchises, certificates of
convenience and necessity, operating rights, licenses, permits, consents,
approvals, authorizations and/or orders of governmental bodies, political
subdivisions or regulatory authorities, to the extent which would
materially affect the conduct of such business, and the Company is not, to
any material extent, in violation of any applicable Federal, state or
other laws and regulations;
(iv) the Firm Shares or the Option Shares, as the case may be,
have been duly and validly authorized and issued and, when delivered
against payment therefor as provided herein, will be fully paid and
non-assessable and free and clear of any claim, lien, encumbrance or
security interest on behalf of, or arising through, the Company;
(v) the Shares conform as to legal matters to the description
thereof and the statements concerning them contained in the Registration
Statement and the Prospectus, and the summary of certain terms and
provisions thereof
<PAGE> 19
-19-
appearing in the Registration Statement and the Prospectus fairly presents
the information called for by the Act and the Rules and Regulations;
(vi) the Delaware Public Service Commission and the Virginia
State Corporation Commission have issued orders (to be identified by date
and docket number) authorizing the issuance and sale of the Shares and
authorizing generally the transactions relating thereto (including
permitting the Company to enter into this Agreement and perform its
obligations hereunder). Neither of such orders contains any condition
inconsistent with the provisions hereof nor, to the best knowledge of such
counsel, has either of such orders been rescinded, modified or stayed, and
no further action is required to be taken by, and no further
authorization, consent or approval is required to be obtained from, any
governmental authority having jurisdiction in connection with the
authorization, issuance and sale of the Shares (other than in connection
with state securities or blue sky laws as to which counsel need express no
opinion);
(vii) the statements in the Prospectus that are stated therein
to have been made on the authority of such counsel as an expert have been
reviewed by such counsel and, as to matters of law and legal conclusions,
are correct and fairly present the information required to be shown;
(viii) such counsel does not know of any legal or governmental
proceedings required to be described in the Registration Statement or the
Prospectus that are not described as required, or of any contracts or
documents of a character required to be described in the Registration
Statement or Prospectus, incorporated by reference into the Prospectus or
filed as exhibits to the Registration Statement by the Act or by the Rules
and Regulations that are not described, incorporated by reference or filed
as required;
(ix) the performance of this Agreement and the consummation of
the transactions herein contemplated and the fulfillment of the terms
hereof will not result in a breach of any of the terms or provisions of,
or constitute a default under, the Restated Certificate and Articles of
Incorporation, as amended, or By-Laws, as amended, of the Company, or any
indenture, mortgage, deed of trust, note or other agreement or instrument
known to such counsel to which the Company or any of the Subsidiaries is a
party or by which any of them is bound or to which any of their property
<PAGE> 20
-20-
is subject, or any order, rule or regulation known to such counsel
applicable to the Company or any of the Subsidiaries of any court or other
governmental body;
(x) this Agreement has been duly authorized, executed and
delivered by the Company and is valid and binding on the Company, except
that rights to indemnity hereunder may be limited under securities laws;
(xi) the Registration Statement has become effective under the
Act, and, to the best knowledge of such counsel, no stop order with
respect thereto has been issued, no order directed to the adequacy or
accuracy of any Incorporated Document has been issued by the Commission
and no proceeding for any such purpose has been initiated or is pending
or, to the best knowledge of such counsel, contemplated by the Commission;
at the time the Registration Statement became effective, the Registration
Statement, and at the time the Prospectus was first filed with the
Commission pursuant to Rule 424(b), the Prospectus, complied as to form in
all material respects with the requirements of the Act and the Rules and
Regulations, and the Incorporated Documents, when filed with the
Commission, complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder; and such counsel has no reason to believe that (i)
the Registration Statement at the time the Registration Statement became
effective, and at the Closing Date, contained or contains any untrue
statement of a material fact or omitted or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading, or (ii) the Prospectus, at the time the Prospectus
was filed with the Commission pursuant to Rule 424(b) and at the Closing
Date, contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary to make the Statements therein, in the light of the
circumstances under which they were made, not misleading, except that such
counsel need express no opinion as to the financial statements and other
financial data included therein;
(xii) the Shares have been listed, upon official notice of issuance,
on the New York Stock Exchange and the Philadelphia Stock Exchange; and
(xiii) the shareholders of the Company have no preemptive rights to
subscribe for any of the Shares.
<PAGE> 21
-21-
(e) On the Closing Date, and, with respect to the Option Shares, on
the Option Closing Date, the Representative shall have received the
favorable opinion of Reid & Priest, counsel for the several Underwriters,
dated as of such date, satisfactory in form, scope and substance to the
Representative with respect to the sufficiency of all corporate
proceedings and other legal matters relating to the Shares, the form of
the Registration Statement and the Prospectus, and as to the execution and
authorization of this Agreement and the transactions contemplated hereby
as the Representative may reasonably require, and the Company shall have
furnished to such counsel such documents as they may have requested for
the purpose of enabling them to pass upon such matters. In rendering such
opinions, Reid & Priest may rely as to matters governed by Delaware,
Maryland, New Jersey, Ohio, Pennsylvania and Virginia law upon the opinion
of Dale G. Stoodley, General Counsel for the Company, who may in turn rely
upon the opinions of other counsel as to certain legal conclusions
affected by the laws of Maryland, New Jersey, Ohio, Pennsylvania and
Virginia.
(f) On the date hereof, at the Closing Date and, with respect to the
Option Shares, on the Option Closing Date, the Representative shall have
received letters of Coopers & Lybrand, dated as of such dates, to the
effect set forth in Schedule III annexed hereto and with respect to such
other matters as to which the Representative shall have inquired.
(g) On the Closing Date and, with respect to the Option Shares, on
the Option Closing Date, the Representative shall have received a
certificate or certificates, dated as of such date, of the President or a
Vice President or the principal accounting officer of the Company to the
effect that, to the best of his or her knowledge based on a reasonable
investigation:
(i) the representations and warranties of the Company in this
Agreement are true and correct, as though made on and as of the Closing
Date or the Option Closing Date, as the case may be, and the Company has
complied with all the agreements and satisfied all the conditions required
by this Agreement to be performed or satisfied by the Company on or prior
to the Closing Date or the Option Closing Date, as the case may be; and
(ii) he or she has examined the Registration Statement and the
Prospectus, and, in his or her opinion, the Registration Statement, when
it became effective and at all times subsequent thereto up to and
including the Closing
<PAGE> 22
-22-
Date, did not and does not include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and the
Prospectus, when the Prospectus Supplement was filed with the Commission
and at all times subsequent thereto up to and including the Closing Date,
did not and does not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and, since the effective date of the
Registration Statement, there has occurred no event required to be set
forth in an amended Registration Statement or a supplemented Prospectus
which had not been so set forth.
All the opinions, letters, certificates and documents mentioned
above or elsewhere in this Agreement will be in compliance with the provisions
hereof only if they are reasonably satisfactory to Reid & Priest. The Company
will furnish the Representative with such conformed copies of such opinions,
letters, certificates and documents as the Representative may reasonably
request.
If any condition to the Underwriters' obligations hereunder to be
satisfied on or prior to the Closing Date is not so satisfied, the
Representative may terminate this Agreement without liability on the part of any
Underwriter or the Company, except for the expenses to be paid or reimbursed by
the Company pursuant to Section 4(e) and except for any liability under Section
7 hereof.
6. Termination of Agreement. (a) The Representative, by notice to
the Company, may terminate this Agreement, at any time after the date of this
Agreement and on or prior to the Closing Date and, with respect to the Option
Shares, the Option Closing Date, if during such period (i) trading on the New
York Stock Exchange or the American Stock Exchange shall have been wholly
suspended, or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been required, on the New
York Stock Exchange or the American Stock Exchange, by the New York Stock
Exchange or the American Stock Exchange or by order of the Commission or any
other governmental authority having jurisdiction, or trading of the Company's
securities on any exchange or in any over-the-counter market shall have been
suspended, or (ii) a banking moratorium shall have been declared by Federal or
New York authorities, or (iii) an outbreak of hostilities or an escalation
thereof, a declaration of war by Congress, another substantial
<PAGE> 23
-23-
calamity or crisis or another event or occurrence of a similar character which,
in the Representative's reasonable judgment, makes it impracticable or
inadvisable to proceed with the completion of the sale of and payment for the
Firm Shares or Option Shares, as the case may be, or to enforce contracts for
the sale of the Shares shall have occurred, or (iv) the Company shall have
sustained a substantial loss by fire, flood, accident or other calamity which in
the Representative's reasonable judgment renders it inadvisable to consummate
the sale of the Firm Shares or Option Shares, as the case may be, to, and the
delivery of the Firm Shares or Option Shares, as the case may be, by, the
several Underwriters, regardless of whether or not such loss shall have been
insured. This Agreement may also be terminated at any time prior to the Closing
Date if, in the reasonable judgment of the Representative, the subject matter of
any amendment or supplement to the Registration Statement or the Prospectus
renders it either inadvisable to proceed with such offering or inadvisable to
proceed with the delivery of the Firm Shares or Option Shares, as the case may
be, to be purchased hereunder.
(b) In the event of the termination pursuant to this Section , the
Company shall not be under any liability to any Underwriter, except for the
expenses to be paid by it pursuant to the provisions of Section 4(e) and except
for any liability under Section 7, nor shall any Underwriter be under any
liability to the Company, except for any liability under Section 7.
(c) If the Representative elects to terminate this Agreement as
provided in this Section , the Company shall be notified promptly by the
Representative by telephone, confirmed in writing.
7. Indemnification. (a) The Company will indemnify and hold harmless
each Underwriter and each person, if any, who controls such Underwriter within
the meaning of the Act against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter or such controlling person may become
subject, under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or allegedly untrue statement of any
material fact contained in the Registration Statement, any preliminary
prospectus, the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and will reimburse each Underwriter and each such
<PAGE> 24
-24-
controlling person for any legal or other expenses reasonably incurred by such
Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or allegedly untrue statement or omission
or alleged omission made in the Registration Statement, any preliminary
prospectus, or the Prospectus, or any amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter specifically for use in the preparation thereof. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter will indemnify and hold harmless the Company,
each of its directors, each of its officers who has signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which the Company or any such director, officer or controlling
person may become subject, under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or allegedly untrue
statement of any material fact contained in the Registration Statement, any
preliminary prospectus, or the Prospectus, or any amendment or supplement
thereto, or arise out of or based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or allegedly untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter specifically for use in the
preparation thereof; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred. This indemnity
agreement will be in addition to any liability such Underwriter may otherwise
have.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party
under this Section , notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party shall not relieve it
<PAGE> 25
-25-
from any liability it may have to any indemnified party otherwise than under
this Section . In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party, similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation, unless, (i) the
employment of additional counsel has been authorized in writing by the
indemnifying party in connection with defending such action, or (ii)
representation of both the indemnifying party and the indemnified party by the
same counsel is inappropriate by applicable standards of professional conduct
for attorneys in the jurisdiction where suit is instituted due to actual or
potential conflicting interests between them (it being understood that the
indemnifying party shall not be liable for the expense of more than one separate
counsel (in addition to local counsel) representing the indemnified parties in
such action). No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(d) No indemnity by the Company hereunder shall apply in respect of
(i) any preliminary prospectus furnished to a person to whom any of the Shares
shall have been sold, unless a copy of the Prospectus is furnished by an
Underwriter or securities dealer to such person at or prior to the furnishing of
the written confirmation of such sale or mailed to such person with such
confirmation or (ii) any preliminary prospectus or Prospectus used by an
Underwriter or securities dealer after the same has been superseded by an
amended or supplemented preliminary prospectus or Prospectus supplied by the
Company to the Representative for the use of the Underwriters and securities
dealers. As used in this Section 7(d), the term "Prospectus" does not include
any Incorporated Document.
(e) If the indemnification provided for in subparagraph (a) or (b)
above should not be available to an
<PAGE> 26
-26-
indemnified party in respect of any losses, claims, damages, liabilities and
expenses referred to therein, then the indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages, liabilities
and expenses in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party on the one hand and such indemnified
party on the other from the offering of the Shares, and also the relative fault
of the indemnifying party on the one hand and such indemnified party on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages, liabilities and expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Underwriters shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bears to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company and the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
(f) The parties hereto agree that it would not be just and equitable
if contribution were to be determined by pro rata allocation (even if the
Underwriters were to be treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any
action or claim (which shall be limited as provided in subparagraph (c) above if
the indemnifying party shall have assumed the defense of any such action in
accordance with the provisions thereof). No person guilty of fraudulent
misrepresentation shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
8. Representations and Indemnities to Survive. All representations
and warranties of the Company contained herein and in the certificate or
certificates delivered pursuant to Section 5(g) and the indemnity agreements
contained in Section 7
<PAGE> 27
-27-
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the Company or any officer, director or controlling person,
and shall survive delivery of and payment for the Shares and, in the case of the
indemnity agreements contained in Section 7, any termination of this Agreement.
9. Notices. All communications hereunder shall be in writing and if
sent to the Underwriters shall be mailed, delivered or transmitted by facsimile
and confirmed to the Representative at the address set forth in Schedule I
hereto, or if sent to the Company shall be mailed, delivered or transmitted by
facsimile and confirmed to it, c/o Vice President and Chief Financial Officer,
800 King Street, P.O. Box 231, Wilmington, Delaware 19899. Any such address may
be changed from time to time by notice as aforesaid.
10. Parties. This Agreement shall inure to the benefit of and be
binding upon the several Underwriters and the Company and their respective
successors and assigns. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person or corporation, other than the
parties hereto, their respective successors and assigns and the controlling
persons, officers and directors referred to in Section 7, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
herein contained; this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of the parties
hereto, their respective successors and assigns and said controlling persons,
officers and directors, and for the benefit of no other person or corporation.
No purchaser of any of the Shares through or from any Underwriter shall be
construed a successor or assign by reason merely of such purchase.
11. Underwriters Not Agents of the Company. Nothing herein contained
shall constitute the Underwriters, or any of them, agents or representatives of
the Company, or authorize them to act for or on behalf of the Company in any
capacity.
12. Controlling Law. Although the place of performance of certain
obligations under this Agreement is stated to be outside of Delaware, it is the
express intention of the parties hereto that this Agreement shall be governed by
and construed in accordance with the laws of Delaware, without regard to the
choice of law principles.
<PAGE> 28
-28-
If the foregoing correctly sets forth the understanding between the
Company and the Underwriters, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement between
the Company and the Underwriters severally.
Very truly yours,
DELMARVA POWER & LIGHT COMPANY
By______________________________
Title:
ACCEPTED as of the date first above written, as Underwriters and as
Representatives of the other Underwriters named in Schedule II.
[Insert name of Representative]
By:
By ___________________________
Title:
<PAGE> 29
SCHEDULE I
Underwriting Agreement dated
Registration Statement No. __________
Representatives and Address:
SECURITIES:
DESIGNATION: Common Stock, Par Value $2.25
NUMBER OF SHARES: __________
MAXIMUM NUMBER OF OPTION SHARES: __________
PURCHASE PRICE PER SHARE: $ __________
PUBLIC OFFERING PRICE PER SHARE: __________
CONCESSION PER SHARE: $ __________
REALLOWANCE PER SHARE: $ __________
CLOSING DATE, TIME AND LOCATION:
OPTION CLOSING DATE, TIME AND LOCATION:
<PAGE> 30
SCHEDULE II
<TABLE>
<CAPTION>
Underwriter Number of Shares
<S> <C>
------------
Total................................................... ============
</TABLE>
<PAGE> 31
SCHEDULE III
(i) They are independent public accountants within the meaning of
the Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements of the
Company and subsidiary companies ("Companies") examined by them and incorporated
by reference in the Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the Act and the Exchange
Act and the published rules and regulations thereunder;
(iii) On the basis of procedures performed specified by the American
Institute of Public Accountants for a review of interim financial information as
described in SAS No. 71 (but not an examination in accordance with generally
accepted auditing standards) on the unaudited interim consolidated financial
statements of the Company as set forth in the Company's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus, if any, a reading of the
latest available unaudited interim consolidated financial statements, if any, of
the Company subsequent to the financial statements incorporated by reference in
the Prospectus and the minutes of meetings of the Board of Directors and
stockholders of the Company and inquiries of officers and other employees of the
Company responsible for accounting matters and other specified procedures,
nothing has come to their attention which causes them to believe that (A) the
unaudited consolidated financial statements incorporated by reference in the
Prospectus, if any, do not comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act as it applies to Form
10-Q and the related published rules and regulations thereunder or that any
material modifications should be made to such unaudited consolidated financial
statements for them to be in conformity with generally accepted accounting
principles; (B) the unaudited interim consolidated financial statements, if any,
for periods subsequent to the financial statements incorporated by reference in
the Prospectus are not fairly stated on a basis substantially consistent with
that of the audited consolidated financial statements; (C) at a specified date
not more than three days prior to the date of such letter, there was any change
in the capital stock of the Companies or in their long-term debt, any increase
in their short-term debt or any decrease in their consolidated net assets, in
each case as compared with amounts shown in the most recent unaudited interim
consolidated balance sheet incorporated by reference in the Prospectus; or (D)
for the period from the date of the most recent audited or unaudited
consolidated financial statements incorporated by reference in the Prospectus to
a subsequent date not more than five days prior
<PAGE> 32
to the date of such letter, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated operating revenues,
operating income, net income, earnings applicable to common stock and earnings
per average share of common stock of the Company; except in all instances for
changes or decreases which the Prospectus discloses have occurred or may occur
or which (i) are described in such letter and (ii) as so described, are
determined by the Representative in its discretion, not to be material; and
(iv) They have compared the dollar amounts (or percentages derived
from such dollar amounts), ratios and other financial information as agreed upon
contained in (A) the Prospectus, (B) the Company's latest Annual Report on Form
10-K incorporated by reference into the Prospectus, and (C) the Company's latest
Quarterly Report on Form 10-Q incorporated by reference into the Prospectus and
(D) the Company's Current Reports on Form 8-K incorporated by reference into the
Prospectus, (in each case to the extent that such dollar amounts, percentages,
ratios and other financial information are derived from the general accounting
records of the Company subject to the internal controls of the Company's
accounting system, or are derived directly from such records by analysis or
computation) with the results obtained from inquiries, a reading of such general
accounting records and other procedures specified in such letter, and have found
such dollar amounts, percentages, ratios and other financial information to be
in agreement with such results except as otherwise specified in such letter.
<PAGE> 1
-1-
Exhibit 1-B
DELMARVA POWER & LIGHT COMPANY
Preferred Stock
UNDERWRITING AGREEMENT
__________, 199_
To the Representative named in Schedule I hereto
of the Underwriters named in Schedule II hereto
Ladies and Gentlemen:
The undersigned, Delmarva Power & Light Company, a Delaware
and Virginia corporation (the "Company"), hereby confirms its agreement with
each of the several Underwriters hereinafter named as follows:
The term "Underwriters" as used herein shall be deemed to mean
the firm or corporation or the several firms or corporations named in Schedule
II hereto and any underwriter substituted as provided in Section 3 and the term
"Underwriter" shall be deemed to mean one of such Underwriters. If the firm or
firms listed in Schedule I hereto (the "Representative") are the same as the
firm or firms listed in Schedule II hereto, then the terms "Underwriters" and
"Representative", as used herein, shall each be deemed to refer to such firm or
firms. The Representative represents that it has been authorized by the
Underwriters to execute this Agreement on their behalf and to act for them in
the manner herein provided. All obligations of the Underwriters hereunder are
several and not joint. If more than one firm is named in Schedule I hereto, any
action under or in respect of this Agreement may be taken by such firms jointly
as the Representative or by one of the firms acting on behalf of the
Representative and such action will be binding upon all the Underwriters.
1. Description of Shares. The Company has authorized by
appropriate corporate action and proposes to issue and sell to the several
Underwriters its Preferred Stock ("Preferred Stock") as designated, and in the
amount specified, in Schedule I hereto (the "Shares").
<PAGE> 2
-2-
2. Representations, Warranties and Agreements of the Company.
The Company represents and warrants to, and agrees with, the several
Underwriters that:
(a) A registration statement (No. 333- ) with respect to the
Shares, including a preliminary prospectus, has been prepared by the
Company in conformity with the requirements of the Securities Act of
1933, as amended (the "Act"), and the applicable published rules,
regulations and releases of the Securities and Exchange Commission (the
"Commission") thereunder (the "Rules and Regulations"), and has been
filed with the Commission. Such registration statement has been
declared effective by the Commission. Copies of such registration
statement, including the exhibits filed therewith, have heretofore been
delivered to the Representative, and copies of any amendments thereto,
including the exhibits filed therewith, which shall be subsequently
filed also will be delivered to the Representative. As used in this
Agreement, the term "Registration Statement" means such registration
statement, including exhibits, financial statements and all documents
incorporated therein by reference, as amended to the date hereof, and
the term "Prospectus" means the completed prospectus, reflecting the
terms of the sale of the Shares, proposed, on or about the date hereof,
to be mailed to or filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations under the Act ("Rule 424(b)"), including all
documents incorporated therein by reference (the "Incorporated
Documents"). In the event of any amendment to the Registration
Statement after the date hereof, the term "Registration Statement" also
shall mean such Registration Statement as so amended. In the event of
any supplement to the Prospectus, after the date of the mailing to or
the filing with the Commission of the Prospectus pursuant to Rule
424(b), the term "Prospectus" also shall mean such Prospectus as so
amended or supplemented. Any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement
or the Prospectus shall be deemed to refer to and include the filing of
any document under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), deemed to be incorporated therein after the date
hereof and prior to the termination of the offering of the Shares by
the Underwriters.
(b) No stop order with respect to the Registration Statement
has been issued, no order directed to the adequacy or accuracy of any
document incorporated by reference into the Prospectus has been issued
by the Commission and no proceeding for any such purpose has been
initiated or is pending or, to the knowledge of the Company, is
contemplated by the Commission.
<PAGE> 3
-3-
(c) At the date of this Agreement and at all times subsequent
hereto up to and at the Closing Date (as defined in Section 3), the
Registration Statement does and will, and when the Prospectus shall be
filed with the Commission pursuant to Rule 424(b), and at all times
subsequent thereto up to and at the Closing Date, the Prospectus will,
in each case, contain all statements and information which are required
to be included therein by the Act and the Rules and Regulations and
conform, in all material respects, to the requirements of the Act and
the Rules and Regulations; and on said dates neither the Registration
Statement nor the Prospectus does or will include any untrue statement
of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to information contained in or omitted from the
Registration Statement or the Prospectus, in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter expressly for use in the preparation thereof. There are no
contracts or documents of the Company or of any Subsidiary (as defined
below) of the Company which are required to be filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations which
have not been filed as required.
(d) The Company has filed timely all reports and all
definitive proxy and information statements required to be filed by the
Company with the Commission pursuant to the Exchange Act and the rules
and regulations of the Commission thereunder. Each of the Incorporated
Documents, when it was filed with the Commission (or if any such
document has been amended to correct any error or omission therein,
when such amendment was filed with the Commission) and when any other
amendment thereof was filed with the Commission, complied as to form in
all material respects to the requirements of the Exchange Act, and the
rules and regulations of the Commission thereunder, and any
Incorporated Document and any amendment thereto, when hereafter filed
with the Commission, will comply as to form in all material respects to
the requirements of the Exchange Act and the rules and regulations of
the Commission thereunder; and none of such documents (as amended by
any such corrective amendment heretofore filed) includes or will
include any untrue statement of a material fact or omits or will omit
to state any material fact required to be stated therein, or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
<PAGE> 4
-4-
(e) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of Delaware
and Virginia, with all corporate power and other authority, including
franchises, necessary to own or lease its properties and conduct its
business as described in the Registration Statement and the Prospectus
and to issue and sell the Shares; the Company is duly qualified to do
business as a foreign corporation in good standing in Maryland, New
Jersey, Ohio and Pennsylvania, being all of the jurisdictions in which
the conduct of its business or its ownership or leasing of properties
requires such qualification. The Company has no direct subsidiaries
other than Delmarva Energy Company, Delmarva Industries, Inc., Delmarva
Capital Investments, Inc., Delmarva Services Company, Conectiv
Services, Inc. and Conectiv Communications, Inc. (each, a "Subsidiary"
and, collectively, the "Subsidiaries"), all of the stock of each of
which is owned by the Company, free and clear of any lien, pledge or
other encumbrance, except as discussed in the opinion of Dale G.
Stoodley, General Counsel for the Company, delivered pursuant to
Section 5(d) hereof. Each of the Subsidiaries has been duly organized
and is validly existing as a corporation and in good standing under the
laws of its jurisdiction of incorporation and is duly qualified to do
business as a foreign corporation and is in good standing under the
laws of any jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, with all
corporate and other authority and franchises necessary to own or lease
its properties and conduct its business as described in the
Registration Statement and the Prospectus.
(f) The performance of this Agreement and the consummation of
the transactions herein contemplated and the fulfillment of the terms
hereof will not result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any statute, indenture,
mortgage, deed of trust, note agreement or other agreement or
instrument to which the Company or any of the Subsidiaries is a party
or by which any of them is bound or to which any of their property is
subject, or of the Company's Restated Certificate and Articles of
Incorporation, as amended, or By-Laws, as amended, or any order, rule
or regulation of any court or other governmental body applicable to the
Company or any of the Subsidiaries or any of their property.
(g) The Company has full power and lawful authority to
authorize, issue and sell the Shares on the terms and conditions herein
set forth, and has taken all corporate action necessary therefor; has
obtained every consent, an
<PAGE> 5
-5-
approval, authorization or other order of any regulatory body which is
required for such authorization, issue or sale, except as may be
required under state securities laws; and such consents, approvals,
authorizations or other orders are not subject to appeal.
(h) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, except as
set forth in or contemplated by the Registration Statement and the
Prospectus: (1) neither the Company nor any of the Subsidiaries has
incurred or will incur any liability or obligation, direct or
contingent, or entered into or will enter into any transaction, not in
the ordinary course of business, in either case, material to the
Company and the Subsidiaries taken as a whole; (2) there has not been
and will not be any material change in the capital stock or long-term
debt of the Company and the Subsidiaries taken as a whole or any
material adverse change in the condition (financial or other), net
worth or results of operations of the Company and the Subsidiaries
taken as a whole; and (3) no loss or damage, material to the Company
and the Subsidiaries taken as a whole (whether or not insured), to the
property of the Company or any of the Subsidiaries has been sustained.
(i) The financial statements set forth in or incorporated by
reference into the Registration Statement and the Prospectus fairly
present the consolidated financial condition of the Company and the
Subsidiaries and the results of their operations as of the dates and
for the periods therein specified; and said financial statements
(including the related notes) have been prepared in accordance with
generally accepted accounting principles which have been consistently
applied throughout the periods involved.
(j) Coopers & Lybrand, which has reported on certain financial
statements filed with the Commission and incorporated by reference into
the Registration Statement and the Prospectus, are independent
certified public accountants as required by the Act and the Rules and
Regulations.
(k) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, there is not pending any action, suit or
other proceeding to which the Company or any of the Subsidiaries is a
party or of which any property of the Company or any of the
Subsidiaries is the subject, before or by any court or other
governmental body, which might result in any material adverse change in
the condition, business or prospects of the Company and the
Subsidiaries taken as a whole or might materially adversely
<PAGE> 6
-6-
affect the properties or assets of the Company and the Subsidiaries
taken as a whole or the transactions contemplated by this Agreement;
and no such action, suit or proceeding is known by the Company to be
threatened or contemplated.
(l) All of the outstanding shares of the capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable; when the Shares shall have been delivered
against payment therefor as provided herein, they will have been duly
and validly issued, and will be fully paid and non-assessable and free
and clear of any claim, lien, encumbrance or security interest on
behalf of, or arising through, the Company; and the Shares conform to
the description thereof contained in the Registration Statement and the
Prospectus.
(m) The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in
the Investment Act of 1940, as amended.
(n) The Company and its Subsidiaries (i) are in compliance
with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are
in compliance with all terms and conditions of any such permit, license
or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a
material adverse effect on the Company and its Subsidiaries, taken as
whole.
(o) In the ordinary course of its business, the Company
conducts a periodic review of the effect of Environmental Laws on the
business, operations and properties of the Company and its
Subsidiaries, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws or any permit, license
or approval, any related constraints on operating activities and any
potential liabilities to third parties). On the basis of such review,
the Company has reasonably concluded that such associated costs and
<PAGE> 7
-7-
liabilities would not, singly or in the aggregate, have a material
adverse effect on the Company and its Subsidiaries, taken as a whole.
3. Sale, Purchase, and Delivery of Shares; Substitution of
Underwriters. On the basis of the representations, warranties and agreements
herein contained, and subject to the terms and conditions herein set forth, the
Company agrees to sell to each of the Underwriters, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, the respective
principal amount of Shares set forth opposite the name of such Underwriter in
Schedule II hereto at the purchase price set forth in Schedule I hereto.
The Company agrees to make the certificates for the Shares
available to the Representative for the purpose of expediting their checking and
packaging on behalf of the Underwriters, at the New York City offices of
Chemical Bank, not later than 1:30 P.M. on the business day next preceding the
Closing Date.
Payment for the Shares shall be made at the place, time and
date specified in Schedule I hereto or at such other time and date as the
Representative and the Company may agree in writing, such time and date for
payment being herein referred to as the "Closing Date". On the Closing Date, the
Company shall deliver certificates for the Shares to the Representative for the
respective accounts of the Underwriters, against payment to or upon the order of
the Company of the purchase price of the Shares, by certified check or checks,
or official bank or bank cashier's check or checks, payable in New York Clearing
House funds. Time shall be of the essence, and delivery at the time determined
as set forth above is a further condition of the obligation of each Underwriter
and of the Company. The certificates for the Shares so delivered shall be
registered in the respective names of the Underwriters in the respective numbers
of shares set forth opposite the names of such Underwriters in Schedule II
annexed hereto, but the Company will, if requested by the Representative not
less than three (3) full business days prior to the Closing Date, deliver all or
any part of such certificates registered in such other names and in such other
denominations as may be requested. To the extent practicable, the Representative
will furnish the taxpayer identification numbers of the registered owners.
It is understood that the several Underwriters propose to
offer the Shares for sale as set forth in the Prospectus.
In the event of default by one or more Underwriters in respect
of their obligations under this Agreement to take up and
<PAGE> 8
-8-
pay for the Shares pursuant to this Section, and if the aggregate of such
defaults shall not exceed 10% of the Shares, the remaining Underwriters shall be
obligated severally (in proportion to their respective commitments hereunder or
in such other proportion as may be agreed upon by the Representative) to
purchase the Shares which such defaulting Underwriter or Underwriters agreed but
failed to purchase. If any Underwriter or Underwriters shall for any reason
permitted under this Agreement cancel its or their obligations to take up and
pay for the Shares pursuant to this Section, or in the event of a default by one
or more Underwriters in respect of their obligations under this Agreement to
take up and pay for the Shares pursuant to this Section, and if the aggregate of
such cancellations or defaults shall exceed 10% of the aggregate principal
amount of the Shares the remaining Underwriters shall have the right to take up
and pay for (in such proportion as may be agreed upon by the Representative) the
Shares which the canceling or defaulting Underwriter or Underwriters agreed but
failed to purchase. If such remaining Underwriters do not, at the Closing Date,
take up and pay for the aggregate principal amount of the Shares which the
canceling or defaulting Underwriter or Underwriters failed to purchase, the time
for delivery of the Shares shall be extended for twenty-four hours, and the
several Underwriters shall have the privilege of substituting within such
twenty-four hours another underwriter or underwriters satisfactory to the
Company. If no such underwriter or underwriters shall have been substituted as
aforesaid, prior to the termination of such extended time for delivery, the time
for delivery of the Shares shall be extended for a further twenty-four hours,
during which the Company shall have the privilege of finding another underwriter
or underwriters, satisfactory to the Representative, to purchase the aggregate
principal amount of the Shares which the canceling or defaulting Underwriter or
Underwriters failed to purchase. If it shall be arranged for the remaining
Underwriters or substituted underwriters to take up the Shares of the canceling
or defaulting Underwriter or Underwriters as provided in this Section, (i) the
Representative or the Company shall have the right to postpone the time of
delivery of the Shares for a period of not more than seven full business days,
in order to effect whatever changes which such arrangements may make necessary
in the Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees promptly to file any amendment to the
Registration Statement or any supplement to the Prospectus which such
arrangements may make necessary, and (ii) the Shares to be purchased by the
remaining Underwriters or substituted underwriters shall be taken as the basis
of their respective underwriting obligations for all purposes of this Agreement.
<PAGE> 9
-9-
If, in the event of a default by one or more Underwriters, the
remaining Underwriters shall not take up and pay for all of the Shares agreed to
be purchased by the defaulting Underwriters or substitute another underwriter or
underwriters as aforesaid and the Company shall not find another underwriter or
underwriters for such Shares as aforesaid, then this Agreement may be terminated
by the Company by giving prompt notice to the remaining Underwriters.
If the Company shall not so elect to terminate this Agreement,
it shall have the right to require such remaining Underwriters, irrespective of
the default as aforesaid, to purchase the aggregate principal amount of the
Shares which they have agreed to purchase hereunder. In such event the Company
shall, within twenty-four hours after such second twenty-four hour period, give
notice thereof in writing or by facsimile transmission to such remaining
Underwriters and thereupon the time for delivery of the Shares may be postponed
for a period of not more than four full business days in order to effect
whatever changes may thereby be made necessary in the Registration Statement or
the Prospectus, or in any other documents or arrangements and the Company agrees
promptly to file any amendment to the Registration Statement or any supplement
to the Prospectus which may thereby be made necessary. In the absence of such
notice from the Company, this Agreement shall terminate without further action
on the part of either the Company or the Underwriters.
In the event of any such termination, the Company shall not be
under any liability to any Underwriter (except to the extent provided in
Sections 4(e) and 7 hereof) nor shall any Underwriter (other than an Underwriter
who shall have failed to purchase Shares otherwise than for some reason
permitted under this Agreement) be under any liability to the Company (except to
the extent provided in Section 7 hereof).
Any action taken by the non-defaulting Underwriters or by the
Company under this Section shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
4. Covenants of the Company. The Company further covenants and
agrees with the several Underwriters that:
(a) The Company shall comply with the provisions of, and make
all requisite filings with the Commission pursuant to, Rule 430A of the
Rules and Regulations and notify the Representative promptly of all
such filings. The Company will not at any time file any amendment to
the Registration Statement or supplement to the Prospectus of which the
<PAGE> 10
-10-
Representative shall not previously have been advised and furnished
with a copy or to which the Representative or Reid & Priest, counsel
for the several Underwriters, shall have reasonably and promptly
objected in writing or which is not in compliance with the Act, the
Rules and Regulations, the Exchange Act or the rules and regulations of
the Commission thereunder. The Company will prepare and file with the
Commission, promptly upon the Representative's request, any amendment
to the Registration Statement or supplement to the Prospectus which, in
the opinion of counsel for the several Underwriters and counsel for the
Company, may be necessary or advisable in connection with the offering
of the Shares by the Underwriters. The Company will file promptly all
reports and any definitive proxy or information statements required to
be filed by the Company with the Commission pursuant to the Exchange
Act subsequent to the date of the Prospectus and for so long as the
delivery of a Prospectus is required in connection with the offering or
sale of the Shares.
(b) The Company will notify the Representative promptly, with
a confirmation in writing, of (i) the issuance of any stop order
suspending the effectiveness of the Registration Statement or of any
order preventing or suspending the use of the Prospectus or any order
directed to the adequacy or accuracy of any Incorporated Document or of
the initiation of any proceedings for any such purpose and (ii) the
receipt of any comments from the Commission in respect of the
Registration Statement or the Prospectus, or requesting additional
information or the amendment or supplementation of the Registration
Statement or the Prospectus. If the Commission shall issue a stop order
or any order preventing or suspending the use of the Prospectus or any
order directed to the adequacy or accuracy of any Incorporated Document
at any time, or shall initiate any proceedings for any such purpose,
the Company will make every reasonable effort to prevent the issuance
of such order and, if issued, to obtain the lifting thereof.
(c) Within the time during which a prospectus relating to the
Shares is required to be delivered under the Act, the Company will
comply so far as it is able with all requirements imposed upon it by
the Act, as now and hereafter amended, and by the Rules and
Regulations, as from time to time in force, so far as necessary to
permit the continuance of sales of or dealings in the Shares as
contemplated by the provisions hereof and the Prospectus; and if during
such period any event occurs as a result of which the Prospectus would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements
<PAGE> 11
-11-
therein, in the light of the circumstances under which they were made,
not misleading, or if during such period it is necessary to amend or
supplement the Prospectus to comply with the Act or the Rules and
Regulations or to file under the Exchange Act the rules and regulations
of the Commission thereunder any document incorporated by reference
into the Prospectus in order to comply with the Act, the Rules and
Regulations, the Exchange Act or the rules and regulations of the
Commission thereunder, the Company will promptly notify the
Representative and will amend or supplement the Prospectus or file such
document (in form satisfactory to counsel for the several Underwriters
and counsel for the Company and at the expense of the Company) so as to
correct such statement or omission or effect such compliance.
(d) The Company will cooperate with the Underwriters in
qualifying and registering the Shares for sale under the securities
laws and legal investment laws of such jurisdictions as the
Representative may designate, and in continuing such qualifications in
effect so long as required for their distribution; provided, however,
that the Company shall not be obligated to file any general consent to
service of process or to submit to any requirements which it deems
unduly burdensome. The Company will advise the Representative promptly
of any order or communication of any public authority addressed to the
Company suspending or threatening to suspend qualification of the
Shares for sale in any jurisdiction.
(e) Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay, or
reimburse the Underwriters on demand for, all reasonable costs and
expenses incident to the performance of the Company's obligations under
this Agreement, including all expenses incident to the authorization of
the Shares and their issuance and delivery by the Company, all expenses
incident to listing the Shares on any stock exchange, any necessary
stamp taxes in connection with the foregoing, the reasonable fees and
expenses of the Company's counsel and accountants, the costs and
expenses incident to the preparation and filing under the Act of the
Registration Statement (including all exhibits and amendments thereto),
the Prospectus and this Agreement, all fees and disbursements
(including reasonable fees and disbursements of counsel) incurred by
the Company or the Underwriters in connection with the qualification of
the Shares for sale under state securities laws and the preparation of
Blue Sky Memoranda and Legal Investment Surveys, the cost of furnishing
to the Underwriters copies of Blue Sky Memoranda and Legal Investment
Surveys, the Registration
<PAGE> 12
-12-
Statement and the Prospectus, and each amended or supplemented
Registration Statement or Prospectus and each Prospectus prepared to
permit compliance with Section 10(a)(3) of the Act and the cost of
preparing this Agreement and the costs of preparing copies of the legal
opinion referred to in subparagraph (e) of Section 5 hereof, the
Underwriters' Questionnaires and the Agreement Among Underwriters. The
Company shall not, however, be required to pay for any of the
Representative's expenses or those of any of the other Underwriters,
other than as hereinabove set forth; provided, however, that, if this
Agreement shall not be consummated because it is (i) terminated by the
Representative pursuant to Section 5 or Section 6 hereof, (ii)
terminated pursuant to Section 3 hereof, or (iii) terminated by reason
of any failure, refusal or inability on the part of the Company to
perform any undertaking or satisfy any condition of this Agreement or
to comply with any of the terms hereof on its part to be performed,
unless such failure, refusal or inability be due to the default or
omission of the Underwriters, then and in any such case, the Company
shall reimburse the several Underwriters (but not defaulting
Underwriters in the event of termination pursuant to Section 3 hereof)
for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel for the several Underwriters) reasonably
incurred in connection with investigating, marketing and proposing to
market the Shares or in contemplation of performing their obligations
hereunder, but the Company shall not in any event be liable to any of
the several Underwriters for damages on account of loss of anticipated
profits or commissions from the sale by them of the Shares.
(f) The Company will apply the proceeds from the sale of the
Shares substantially as set forth under the caption "Use of Proceeds"
in the Prospectus.
(g) The Company will deliver to the Representative, as
promptly as practicable, a signed copy of the Registration Statement
and all amendments thereto including all exhibits filed therewith and
signed consents, certificates and opinions of accountants and of any
other persons named in the Registration Statement as having prepared,
certified or reviewed any part thereof, and will deliver to the
Representative such number of unsigned copies of the Registration
Statement and of all amendments thereto, without exhibits, as the
Representative may reasonably request. The Company will deliver to or
upon the order of the Representative, from time to time, as many copies
of the Prospectus (excluding Incorporated Documents) as the
Representative may reasonably request.
<PAGE> 13
-13-
(h) The Company will make generally available to its security
holders and deliver to the Representative as soon as it is practicable
to do so, an earnings statement (as defined in Rule 158 under the Act),
which need not be audited, covering a period of at least twelve months
beginning not later than the first day of the month next succeeding the
month in which occurred the effective date of the Registration
Statement, which shall satisfy the requirements of Section 11(a) of the
Act.
(i) For a period of five years from the Closing Date, the
Company will deliver to the Representative and, upon request, to each
of the other Underwriters (i) as soon as available, a copy of each
report of the Company mailed to security holders or filed with the
Commission and (ii) from time to time such other information concerning
the Company as the Representative shall reasonably request. If at any
time, the Company shall have a majority-owned subsidiary or
subsidiaries which is or are "significant" within the meaning of
Regulation S-X of the Commission, the financial statements contained in
the documents referred to in (i) shall be furnished in consolidated
form, if such consolidation is required under such Regulation S-X, for
the Company and such subsidiary or subsidiaries.
(j) During the period beginning on the date hereof and
continuing through the Closing Date, the Company will not offer, sell
or otherwise alienate, without the Representative's prior consent, any
other of its shares of Preferred Stock.
5. Conditions of Underwriters' Obligations. The obligations of
the several Underwriters to purchase and pay for the Shares, as provided herein,
shall be subject to the accuracy, as of the date hereof and as of the Closing
Date (as if made on such Date), of the representations and warranties of the
Company herein, to the accuracy of statements of Company officers made in
certificates delivered pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder and to the following additional
conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, or order preventing or suspending the use of
the Prospectus, shall have been issued and shall remain in effect; no
order of the Commission directed to the adequacy or accuracy of any
Incorporated Document shall be in effect; and no proceedings for any
such purpose shall have been instituted or be pending or, to the
knowledge of the Company or the Representative, shall be contemplated
or threatened by the Commission; any request of the Commission
<PAGE> 14
-14-
for additional information (to be included in the Registration
Statement or the Prospectus or otherwise) shall have been complied with
to the reasonable satisfaction of Reid & Priest, counsel for the
several Underwriters; no amendment to the Registration Statement or
Prospectus shall have been filed hereafter to which the Representative
or Reid & Priest, counsel for the several Underwriters, shall have
reasonably and promptly objected in writing after having received
reasonable notice and a copy thereof; there shall be in full force and
effect on the date of this Agreement appropriate orders of the Delaware
Public Service Commission and the Virginia State Corporation Commission
permitting the issuance and sale of the Shares and the transactions
relating thereto substantially in accordance with the terms and
conditions set forth herein and in the Prospectus; such orders shall
contain no condition inconsistent with the provisions hereof or
unacceptable to the Representative and shall be issued under
circumstances that in the Representative's reasonable judgment are
appropriate for the protection of the Underwriters; and from the date
of this Agreement up to and including the Closing Date, neither of said
orders shall have been rescinded, modified (except to extend the time
for the Company, or to broaden the Company's authority, to act
thereunder) or stayed, or the right of the Company to operate
thereunder restrained, or be subject to any litigation or proceeding
pending, or to the knowledge of the Representative or the Company,
threatened.
(b) Except as set forth in or contemplated by the Prospectus,
subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, there shall not have
been any change in the capital stock, short-term debt or long-term debt
of the Company and the Subsidiaries taken as a whole, or any adverse
change or any development involving a prospective adverse change in the
condition (financial or other), net worth or results of operations of
the Company and the Subsidiaries taken as a whole, all or any of which,
in the Representative's reasonable judgment, materially impairs the
investment quality of the Shares; and no Underwriter shall have
disclosed in writing to the Company on or prior to the Closing Date
that the Registration Statement or Prospectus contained an untrue
statement of fact which, in the opinion of Reid & Priest, counsel for
the Underwriters, is material, or omits to state a fact which, in the
opinion of such counsel, is material and is required to be stated
therein or is necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
<PAGE> 15
-15-
(c) The authorization and issuance of the Shares, the
Registration Statement, the Prospectus and all corporate proceedings
and other legal matters incident thereto shall be satisfactory in all
material respects to Reid & Priest, and the Company shall have
furnished to Reid & Priest such documents as they may reasonably
request to enable them to be satisfied with respect to the matters
referred to in this subparagraph and to furnish to the Representative
an opinion, dated as of the Closing Date, as required by subparagraph
(e) of this Section 5.
(d) On the Closing Date, the Representative shall have
received the favorable opinion of Dale G. Stoodley, General Counsel for
the Company, dated as of such date, satisfactory in form, scope and
substance to the Representative and to counsel for the Underwriters to
the effect that:
(i) the Company has been duly organized and is
validly existing as a corporation in good standing under the laws of
Delaware and Virginia, with corporate power and other authority,
including franchises, necessary to own or lease its properties and
conduct its business as described in the Registration Statement and the
Prospectus and to issue and sell the Shares;
(ii) the Company is duly qualified as a foreign
corporation in good standing in Maryland, New Jersey, Ohio and
Pennsylvania, being all of the jurisdictions in which the conduct of
its business or its ownership or leasing of properties requires such
qualification; and the Company owns all of the stock of the
Subsidiaries, free and clear of any lien, pledge or other encumbrance;
(iii) except as otherwise set forth in the
Prospectus, and except with respect to the location of certain poles,
wires and other facilities within public highways or over or under
public or navigable waters (the status of which does not in any case
threaten to affect materially the Company's ability to conduct its
present business), the Company has such valid franchises, certificates
of convenience and necessity, operating rights, licenses, permits,
consents, approvals, authorizations and/or orders of governmental
bodies, political subdivisions or regulatory authorities, free from
materially burdensome restrictions, as are necessary for the
acquisition, construction and ownership of the properties owned or
leased by it and the maintenance and operation of the properties now
operated by it and the conduct of the business now carried on by it as
described in the Registration Statement and the Prospectus, and, to the
best of the knowledge of such
<PAGE> 16
-16-
counsel, the Company is not in default or violation of any of such
franchises, certificates of convenience and necessity, operating
rights, licenses, permits, consents, approvals, authorizations and/or
orders of governmental bodies, political subdivisions or regulatory
authorities, to the extent that would materially affect the conduct of
such business, and the Company is not, to any material extent, in
violation of any applicable Federal, state or other laws and
regulations;
(iv) the Shares have been duly and validly authorized
and issued and, when delivered against payment therefor as provided
herein, they will be fully paid and non-assessable and free and clear
of any claim, lien, encumbrance or security interest on behalf of, or
arising through, the Company;
(v) the Shares conform as to legal matters to the
description thereof and the statements concerning them contained in the
Registration Statement and the Prospectus, and the summary of certain
terms and provisions thereof appearing in the Registration Statement
and the Prospectus fairly presents the information called for by the
Act and the Rules and Regulations;
(vi) the Delaware Public Service Commission and the
Virginia State Corporation Commission have issued orders (to be
identified by date and docket number) authorizing the issuance and sale
of the Shares and authorizing generally the transactions relating
thereto (including permitting the Company to enter into this Agreement
and perform its obligations hereunder). Neither of such orders contains
any condition inconsistent with the provisions hereof nor, to the best
knowledge of such counsel, has either of such orders been rescinded,
modified or stayed, and no further action is required to be taken by,
and no further authorization, consent or approval is required to be
obtained from, any governmental authority having jurisdiction in
connection with the authorization, issuance and sale of the Shares
(other than in connection with state securities or blue sky laws as to
which counsel need express no opinion);
(vii) the statements in the Prospectus that are
stated therein to have been made on the authority of such counsel as an
expert have been reviewed by such counsel and, as to matters of law and
legal conclusions, are correct and fairly present the information
required to be shown;
<PAGE> 17
-17-
(viii) such counsel does not know of any legal or
governmental proceedings required to be described in the Registration
Statement or the Prospectus that are not described as required, or of
any contracts or documents of a character required to be described in
the Registration Statement or Prospectus, incorporated by reference
into the Prospectus or filed as exhibits to the Registration Statement
by the Act or by the Rules and Regulations that are not described,
incorporated by reference or filed as required;
(ix) the performance of this Agreement and the
consummation of the transactions herein contemplated and the
fulfillment of the terms hereof will not result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, the Restated Certificate and Articles of Incorporation, as
amended, or By-Laws, as amended, of the Company, or any statute,
indenture, mortgage, deed of trust, note or other agreement or
instrument known to such counsel to which the Company or any of the
Subsidiaries is a party or by which any of them is bound or to which
any of their property is subject, or any order, rule or regulation
known to such counsel applicable to the Company or to any Subsidiaries
or any of their property of any court or other governmental body;
(x) this Agreement has been duly authorized, executed
and delivered by the Company and is valid and binding on the Company,
except that rights to indemnity hereunder may be limited under
securities laws;
(xi) the Registration Statement has become effective
under the Act, and, to the best knowledge of such counsel, no stop
order with respect thereto has been issued, no order directed to the
adequacy or accuracy of any Incorporated Document has been issued by
the Commission and no proceeding for any such purpose has been
initiated or is pending or, to the best knowledge of such counsel,
contemplated by the Commission; at the time the Registration Statement
became effective, the Registration Statement, and at the time the
Prospectus was first filed with the Commission pursuant to Rule 424(b),
the Prospectus, complied as to form in all material respects with the
requirements of the Act and the Rules and Regulations, and each
Incorporated Document, when filed with the Commission (or if any such
document has been amended to correct any error or omission therein,
when such amendment was filed with the Commission) and when any other
amendment thereof was filed with the Commission, complied as to form in
all material respects with the requirements of the Exchange Act and the
rules and
<PAGE> 18
-18-
regulations of the Commission thereunder (except that such counsel need
express no opinion as to the financial statements and other financial
data included therein); and such counsel has no reason to believe that
the Registration Statement, at the time the Registration Statement
became effective, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the
Prospectus, at the time the Prospectus was first filed with the
Commission pursuant to Rule 424(b) and at the Closing Date, contained
or contains any untrue statement of a material fact or omitted or omits
to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, although counsel assumes no
responsibility for the accuracy or completeness of the statements
contained therein, except as specifically stated above; and
(xii) the shareholders of the Company have no preemptive
rights to subscribe for any of the Shares.
(e) On the Closing Date, the Representative shall have
received the favorable opinion of Reid & Priest, counsel for the
several Underwriters, dated as of such date, satisfactory in form,
scope and substance to the Representative with respect to the
sufficiency of all corporate proceedings and other legal matters
relating to the Shares, the form of the Registration Statement and the
Prospectus, and as to the execution and authorization of this Agreement
and the transactions contemplated hereby as the Representative may
reasonably require, and the Company shall have furnished to such
counsel such documents as they may have requested for the purpose of
enabling them to pass upon such matters. In rendering such opinions,
Reid & Priest may rely as to matters governed by Delaware, Maryland,
New Jersey, Ohio, Pennsylvania and Virginia law upon the opinion of
Dale G. Stoodley, General Counsel for the Company, who may in turn rely
upon the opinions of other counsel as to certain legal conclusions
affected by the laws of Maryland, New Jersey, Ohio, Pennsylvania and
Virginia.
(f) On the date hereof and at the Closing Date, the
Representative shall have received letters of Coopers & Lybrand, dated
as of such dates, to the effect set forth in Schedule III annexed
hereto and with respect to such other matters as to which the
Representative shall have inquired.
(g) On the Closing Date, the Representative shall have
received a certificate or certificates, dated as of such
<PAGE> 19
-19-
date, of the President or a Vice President or the principal accounting
officer of the Company to the effect that, to the best of his or her
knowledge based on a reasonable investigation:
(i) the representations and warranties of the Company
in this Agreement are true and correct, as though made on and as of the
Closing Date, and the Company has complied with all the agreements and
satisfied all the conditions required by this Agreement to be performed
or satisfied by the Company on or prior to the Closing Date; and
(ii) he or she has examined the Registration
Statement and the Prospectus, and, in his or her opinion, when the
Registration Statement became effective and at all times subsequent
thereto, neither the Registration Statement nor the Prospectus included
or then includes any untrue statement of a material fact or omitted or
then omits to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and, since
the effective date of the Registration Statement, there has occurred no
event required to be set forth in an amended Registration Statement or
a supplemented Prospectus which had not been so set forth.
All the opinions, letters, certificates and documents
mentioned above or elsewhere in this Agreement will be in compliance with the
provisions hereof only if they are reasonably satisfactory to Reid & Priest. The
Company will furnish the Representative with such conformed copies of such
opinions, letters, certificates and documents as the Representative may
reasonably request.
If any condition to the Underwriters' obligations hereunder to
be satisfied on or prior to the Closing Date is not so satisfied, the
Representative may terminate this Agreement without liability on the part of any
Underwriter or the Company, except for the expenses to be paid or reimbursed by
the Company pursuant to Section 4(e) and except for any liability under Section
7 hereof.
6. Termination of Agreement. (a) The Representative, by notice
to the Company, may terminate this Agreement, at any time after the date of this
Agreement and on or prior to the Closing Date, if during such period (i) trading
on the New York Stock Exchange or the American Stock Exchange shall have been
wholly suspended, or minimum or maximum prices for trading shall have been
fixed, or maximum ranges for prices for securities
<PAGE> 20
-20-
shall have been required, on the New York Stock Exchange or the American Stock
Exchange, by the New York Stock Exchange or the American Stock Exchange or by
order of the Commission or any other governmental authority having jurisdiction,
or (ii) a banking moratorium shall have been declared by Federal or New York
authorities, or (iii) an outbreak of hostilities or an escalation thereof, a
declaration of war by Congress, another substantial calamity or crisis or
another event or occurrence of a similar character which, in the
Representative's reasonable judgment, makes it impractical or inadvisable to
proceed with the completion of the sale of and payment for the Shares or to
enforce contracts for the sale of the Shares shall have occurred, or (iv) the
Company shall have sustained a substantial loss by fire, flood, accident or
other calamity which in the Representative's reasonable judgment renders it
inadvisable to consummate the sale of the Shares to, and the delivery of the
Shares by, the several Underwriters, regardless of whether or not such loss
shall have been insured. This Agreement may also be terminated at any time prior
to the Closing Date if, in the reasonable judgment of the Representative, the
subject matter of any amendment or supplement to the Registration Statement or
the Prospectus renders it either inadvisable to proceed with such offering or
inadvisable to proceed with the delivery of the Shares to be purchased
hereunder.
(b) In the event of the termination pursuant to this Section,
the Company shall not be under any liability to any Underwriter, except for the
expenses to be paid by it pursuant to the provisions of Section 4(e) and except
for any liability under Section 7, nor shall any Underwriter be under any
liability to the Company, except for any liability under Section 7.
(c) If the Representative elects to terminate this Agreement
as provided in this Section, the Company shall be notified promptly by the
Representative by telephone, confirmed in writing.
7. Indemnification. (a) The Company will indemnify and hold
harmless each Underwriter and each person, if any, who controls such Underwriter
within the meaning of the Act against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such controlling
person may become subject, under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or allegedly untrue
statement of any material fact contained in the Registration Statement, any
preliminary prospectus, the Prospectus, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
<PAGE> 21
-21-
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and will reimburse each Underwriter
and each such controlling person for any legal or other expenses reasonably
incurred by such Underwriter or such controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or allegedly untrue statement or omission or alleged
omission made in the Registration Statement, any preliminary prospectus, or the
Prospectus, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
specifically for use in the preparation thereof. This indemnity agreement will
be in addition to any liability the Company may otherwise have.
(b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities,
joint or several, to which the Company or any such director, officer or
controlling person may become subject, under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
allegedly untrue statement of any material fact contained in the Registration
Statement, any preliminary prospectus, or the Prospectus, or any amendment or
supplement thereto, or arise out of or based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or allegedly untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Underwriter specifically
for use in the preparation thereof; and will reimburse the Company for any legal
or other expenses reasonably incurred by the Company or any such director,
officer or controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action. This indemnity agreement will be
in addition to any liability which such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party
under this Section, notify the indemnifying party of the commencement thereof;
but the
<PAGE> 22
-22-
omission so to notify the indemnifying party shall not relieve it from any
liability it may have to any indemnified party otherwise than under this
Section. In case any such action is brought against any indemnified party, and
it notifies an indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party, similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless, (i) the employment
of additional counsel has been authorized in writing by the indemnifying party
in connection with defending such action, or (ii) representation of both the
indemnifying party and the indemnified party by the same counsel shall be
inappropriate by applicable standards of professional conduct for attorneys in
the jurisdiction where suit shall have been instituted due to actual or
potential conflicting interests between them (it being understood that the
indemnifying party shall not be liable for the expense of more than one separate
counsel (in addition to local counsel) representing the indemnified parties in
such action).
(d) No indemnity by the Company hereunder shall apply in
respect of (i) any preliminary prospectus furnished to a person to whom any of
the Shares shall have been sold, unless a copy of the Prospectus is furnished by
an Underwriter or securities dealer to such person at or prior to the furnishing
of the written confirmation of such sale or mailed to such person with such
confirmation or (ii) any preliminary prospectus or Prospectus used by an
Underwriter or securities dealer after the same has been superseded by an
amended or supplemented preliminary prospectus or Prospectus supplied by the
Company to the Representative for the use of the Underwriters and securities
dealers. As used in this Section 7(d), the term "Prospectus" does not include
any Incorporated Document.
(e) If the indemnification provided for in subparagraph (a)
or (b) above should not be available to an indemnified party in respect of any
losses, claims, damages, liabilities and expenses referred to therein, then the
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as
is appropriate to reflect the relative benefits received by the indemnifying
party on the one hand and such indemnified party on the other from the offering
of the Shares,
<PAGE> 23
-23-
and also the relative fault of the indemnifying party on the one hand and such
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages, liabilities and expenses, as well
as any other relevant equitable considerations. The relative benefits received
by the Company and the Underwriters shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bears to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover page of the Prospectus. The relative fault of the Company and the
Underwriters shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
(f) The indemnifying party agrees that it would not be just
and equitable if contribution were to be determined by pro rata allocation (even
if the Underwriters were to be treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim (which shall be limited as provided in
subparagraph (c) above if the indemnifying party shall have assumed the defense
of any such action in accordance with the provisions thereof). No person guilty
of fraudulent misrepresentation shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
8. Representations and Indemnities to Survive. All
representations and warranties of the Company contained herein and in the
certificate or certificates delivered pursuant to Section 5(g) and the indemnity
agreements contained in Section 7 shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of any Underwriter
or controlling person, or by or on behalf of the Company or any officer,
director or controlling person, and shall survive delivery of and payment for
the Shares and, in the case of the indemnity agreements contained in Section 7,
any termination of this Agreement.
9. Notices. Except as otherwise provided herein, all
communications hereunder shall be in writing and if sent to the Underwriters
shall be mailed, delivered or transmitted by
<PAGE> 24
-24-
facsimile and confirmed to the Representative at the address set forth in
Schedule I hereto, or if sent to the Company shall be mailed, delivered or
transmitted by facsimile and confirmed to it, c/o Vice President and Chief
Financial Officer, 800 King Street, P.O. Box 231, Wilmington, Delaware 19899.
Any such address may be changed from time to time by notice as aforesaid.
10. Parties. This Agreement shall inure to the benefit of and
be binding upon the several Underwriters and the Company and their respective
successors and assigns. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person or corporation, other than the
parties hereto, their respective successors and assigns and the controlling
persons, officers and directors referred to in Section 7, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
herein contained; this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of the parties
hereto, their respective successors and assigns and said controlling persons,
officers and directors, and for the benefit of no other person or corporation.
No purchaser of any of the Shares through or from any Underwriter shall be
construed a successor or assign by reason merely of such purchase.
11. Underwriters Not Agents of the Company. Nothing herein
contained shall constitute the Underwriters, or any of them, agents or
representatives of the Company, or authorize them to act for or on behalf of the
Company in any capacity.
12. Controlling Law. Although the place of performance of
certain obligations under this Agreement is stated to be outside of Delaware, it
is the express intention of the parties hereto that this Agreement shall be
governed by and construed in accordance with the laws of Delaware, without
regard to the choice of law principles.
<PAGE> 25
-25-
If the foregoing correctly sets forth the understanding
between the Company and the Underwriters, please so indicate in the space
provided below for that purpose, whereupon this letter shall constitute a
binding agreement between the Company and the Underwriters severally.
Very truly yours,
DELMARVA POWER & LIGHT COMPANY
By:_____________________________
Title:
ACCEPTED as of the date first above written, as Underwriters and as
Representative of the other Underwriters named in Schedule II.
[REPRESENTATIVE]
By:_________________________________
Title:
<PAGE> 26
-26-
SCHEDULE I
Underwriting Agreement dated
Registration Statement No.
Representative and Address:
SECURITIES:
DESIGNATION: [__% Preferred Stock, par value $100.00
per share] [__% Preferred Stock -- $25
Par]
NUMBER OF SHARES: ______
PURCHASE PRICE PER SHARE:
PUBLIC OFFERING PRICE PER SHARE:
CONCESSION PER SHARE:
REALLOWANCE PER SHARE:
CLOSING DATE, TIME AND LOCATION:
<PAGE> 27
-27-
SCHEDULE II
<TABLE>
<CAPTION>
Underwriter Number of Shares
----------- ----------------
<S> <C>
Total
</TABLE>
<PAGE> 28
-28-
SCHEDULE III
(i) They are independent public accountants within the
meaning of the Act and the applicable published rules and
regulations thereunder;
(ii) In their opinion, the consolidated financial statements of
the Company and subsidiary companies ("Companies") examined by them and
incorporated by reference in the Registration Statement comply as to form in all
material respects with the applicable accounting requirements of the Act and the
Exchange Act and the published rules and regulations thereunder;
(iii) On the basis of procedures performed specified by the
American Institute of Public Accountants for a review of interim financial
information as described in SAS No. 71 (but not an examination in accordance
with generally accepted auditing standards) on the unaudited interim
consolidated financial statements of the Company as set forth in the Company's
Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus, if
any, a reading of the latest available unaudited interim consolidated financial
statements, if any, of the Company subsequent to the financial statements
incorporated by reference in the Prospectus and the minutes of meetings of the
Board of Directors and stockholders of the Company and inquiries of officers and
other employees of the Company responsible for accounting matters and other
specified procedures, nothing has come to their attention which causes them to
believe that (A) the unaudited consolidated financial statements incorporated by
reference in the Prospectus, if any, do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act as it
applies to Form 10-Q and the related published rules and regulations thereunder
or that any material modifications should be made to such unaudited consolidated
financial statements for them to be in conformity with generally accepted
accounting principles; (B) the unaudited interim consolidated financial
statements, if any, for periods subsequent to the financial statements
incorporated by reference in the Prospectus are not fairly stated on a basis
substantially consistent with that of the audited consolidated financial
statements; (C) at a specified date not more than three days prior to the date
of such letter, there was any change in the capital stock of the Companies or in
their long-term debt, any increase in their short-term debt or any decrease in
their consolidated net assets, in each case as compared with amounts shown in
the most recent unaudited interim consolidated balance sheet incorporated by
reference in the Prospectus; or (D) for the period from the date of the most
recent audited or unaudited consolidated financial statements incorporated by
reference in the Prospectus to a subsequent date not more than five days prior
<PAGE> 29
-29-
to the date of such letter, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated operating revenues,
operating income, net income, earnings applicable to common stock and earnings
per average share of common stock of the Company; except in all instances for
changes or decreases which the Prospectus discloses have occurred or may occur
or which (i) are described in such letter and (ii) as so described, are
determined by the Representative in its discretion, not to be material; and
(iv) They have compared the dollar amounts (or percentages
derived from such dollar amounts), ratios and other financial information as
agreed upon contained in (A) the Prospectus, (B) the Company's latest Annual
Report on Form 10-K incorporated by reference into the Prospectus, and (C) the
Company's latest Quarterly Report on Form 10-Q incorporated by reference into
the Prospectus and (D) the Company's Current Reports on Form 8-K incorporated by
reference into the Prospectus, (in each case to the extent that such dollar
amounts, percentages, ratios and other financial information are derived from
the general accounting records of the Company subject to the internal controls
of the Company's accounting system, or are derived directly from such records by
analysis or computation) with the results obtained from inquiries, a reading of
such general accounting records and other procedures specified in such letter,
and have found such dollar amounts, percentages, ratios and other financial
information to be in agreement with such results except as otherwise specified
in such letter; and
(v) They have read the Preferred Stock issuance tests contained in Article
Fourth.A.9(a) of the Company's Restated Certificate and Articles of
Incorporation, reviewed a Company-prepared worksheet (attached) showing that
the issuance of the Shares is in compliance with such tests, and passed the
arithmetical accuracy of the computations set forth in such schedule.
<PAGE> 1
Exhibit 1-C
DELMARVA POWER & LIGHT COMPANY
$-----------
MEDIUM-TERM NOTES, SERIES __
AND
FIRST MORTGAGE BONDS
(SECURED MEDIUM-TERM NOTES)
DISTRIBUTION AGREEMENT
____________, 199_
Dear Sirs:
Delmarva Power & Light Company, a Delaware and Virginia corporation
(the "Company"), proposes to issue and sell from time to time its Medium Term
Notes, Series D (the "Notes") and First Mortgage Bonds, which may be designated
as "Secured Medium-Term Notes" (the "Bonds") (collectively, the "Securities"),
in an aggregate amount up to $250,000,000 and agrees with each of you
(individually, an "Agent", and collectively, the "Agents") as set forth in this
Agreement.
Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Securities directly on its own
behalf, the Company hereby (i) appoints each Agent as an agent of the Company
for the purpose of soliciting and receiving offers to purchase Securities from
the Company pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell Securities
directly to any Agent, as principal, it will enter into a separate agreement
(each a "Terms Agreement") in accordance with Section 2(b) hereof.
The Notes will be issued under an Indenture, dated as of November 1,
1988, as it may be supplemented and amended (the "Note Indenture"), between the
Company and Manufacturers Hanover Trust Company, as Trustee (the "Note
Trustee"). The Bonds will be issued under the Company's Mortgage and Deed of
Trust, dated as of October 1, 1943, to the New York Trust Company (to which the
Chemical Bank is successor), as trustee (the "Bond Trustee"), as heretofore
supplemented and amended and to be further supplemented and amended by one or
more Supplemental Indentures (collectively, the "Supplemental Indenture") with
respect to the Bonds (collectively,
<PAGE> 2
-2-
the "Mortgage"). The Note Indenture and Mortgage are sometimes hereinafter
referred to individually as an "Indenture" and collectively as the "Indentures."
The Note Trustee and the Bond Trustee are sometimes hereinafter referred to
individually as a "Trustee" and collectively as the "Trustees." The Securities
shall have the maturity ranges, interest rates, if any, redemption provisions
and other terms set forth in the Prospectus referred to below as it may be
amended or supplemented from time to time. The Securities will be issued, and
the terms and rights thereof established, from time to time by the Company in
accordance with the Indentures.
1. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Agent that:
(a) A registration statement on Form S-3 in respect of the
Securities has been filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Act"), in the form heretofore delivered or to be delivered to such
Agent, excluding exhibits to such registration statement but including
all documents currently incorporated by reference in the prospectus
included therein, and such registration statement in such form has been
declared effective by the Commission and, to the best of the Company's
knowledge, no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in such registration statement being
hereinafter called a "Preliminary Prospectus"; such registration
statement, including all exhibits thereto but excluding the Forms T-1,
as amended at the time it became effective, being hereinafter called
the "Registration Statement"; the prospectus (including, if applicable,
any prospectus supplement) relating to the Securities, in the form in
which it has most recently been filed with the Commission on or prior
to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under
the Act, as of the date of such Preliminary Prospectus or Prospectus,
as the case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus, including any supplement to
the Prospectus that sets forth only the terms of a particular issue of
the Securities (a "Pricing Supplement"), shall be deemed to refer to
and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated
therein by reference; and any reference to the Prospectus as amended or
<PAGE> 3
-3-
supplemented shall be deemed to refer to and include the Prospectus as
amended or supplemented (including by the applicable Pricing Supplement
filed in accordance with Section 4(a) hereof) in relation to Securities
sold pursuant to this Agreement, in the form filed with the Commission
pursuant to Rule 424(b) under the Act and in accordance with Section
4(a) hereof, including any documents incorporated by reference therein
as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed
and incorporated by reference in the Prospectus, or any amendment or
supplement thereto, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder
and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company by any Agent expressly for use in
the Prospectus as amended or supplemented to relate to a particular
issuance of Securities;
(c) The Registration Statement and the Prospectus conform, and
any amendments or supplements thereto will conform, in all material
respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and do not and will not, as of
the applicable effective date in the case of the Registration Statement
and any amendment thereto and as of the applicable filing date in the
case of the Prospectus and any supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
by any Agent expressly for use in the Prospectus as
<PAGE> 4
-4-
amended or supplemented to relate to a particular issuance of
Securities;
(d) There has not been any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole,
otherwise than as set forth or contemplated in the Prospectus.
(e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdictions of its incorporation, with power and authority (corporate
and other) to own its properties and conduct its business as described
in the Prospectus;
(f) The Company has an authorized capitalization as set forth
in the financial statements incorporated by reference in the
Prospectus, and all of the outstanding shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable;
(g) The Securities have been duly authorized, and, when issued
and delivered pursuant to this Agreement and any Terms Agreement, will
have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indentures, which will be
substantially in the forms filed as exhibits to the Registration
Statement; each Indenture has been duly authorized and qualified under
the Trust Indenture Act and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws
of general applicability relating to or affecting creditors' rights and
to general equity principles; and each Indenture conforms and the
Securities of any particular issuance of Securities will conform to the
descriptions thereof in the Prospectus as amended or supplemented to
relate to such issuance of Securities;
(h) The issue and sale of the Securities, the compliance by
the Company with all of the provisions of the Securities, the
Indentures, this Agreement, the Administrative Procedure (as defined in
Section 2 hereof) and any Terms Agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute
a default under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company is a party or by
which the Company is bound or to which any of the
<PAGE> 5
-5-
property or assets of the Company is subject, nor will such action
result in any violation of the provisions of the Restated Certificate
and Articles of Incorporation or the By-Laws, as amended, of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any
of its properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or governmental
agency or body is required for the solicitation of offers to purchase
Securities and the issue and sale of the Securities or the consummation
by the Company of the other transactions contemplated by this
Agreement, any Terms Agreement or the Indentures, except such as have
been, or will have been prior to the Commencement Date (as defined in
Section 3 hereof), obtained under the Act, the Trust Indenture Act and
the laws of the State of Delaware and Commonwealth of Virginia
governing the regulation of public utilities and such consents,
approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the
solicitation by such Agent of offers to purchase Securities from the
Company and with purchases of Securities by such Agent as principal, as
the case may be, in each case in the manner contemplated hereby;
(i) Other than as set forth or contemplated in the Prospectus,
there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or to which any property
of the Company or any of its subsidiaries is subject, which, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others;
(j) Immediately after any sale of Securities by the Company
hereunder or under any Terms Agreement, the aggregate amount of
Securities which shall have been issued and sold by the Company
hereunder or under any Terms Agreement will not exceed the amount of
Securities registered under the Act; and
(k) This Agreement has been, and any Terms Agreement will have
been, duly authorized and entered into by the Company.
2. Obligations of the Agents and the Company. (a) On the basis of the
representations and warranties and subject to the terms and conditions herein
set forth, each of the Agents hereby severally and not jointly agrees, as agent
of the Company, to use its best
<PAGE> 6
-6-
efforts to solicit and receive offers to purchase the Securities from the
Company upon the terms and conditions set forth in the Prospectus as amended or
supplemented from time to time. So long as this Agreement shall remain in effect
with respect to any Agent, the Company shall not, without the consent of such
Agent, solicit or accept offers to purchase, or sell, any debt securities with a
maturity at the time of original issuance of 9 months to 40 years except
pursuant to this Agreement, any Terms Agreement or a private placement not
constituting a public offering under the Act, or except in connection with a
firm commitment underwriting pursuant to an underwriting agreement that does not
provide for a continuous offering of medium-term debt securities. However, the
Company reserves the right to sell, and may solicit and accept offers to
purchase, Securities directly on its own behalf, and, in the case of any such
sale not resulting from a solicitation made by any Agent, no commission will be
payable with respect to such sale. These provisions shall not limit Section 4(f)
hereof or any similar provision included in any Terms Agreement.
Procedural details relating to the issue and delivery of Securities,
the solicitation of offers to purchase Securities and the payment therefor shall
be as set forth in the Administrative Procedure attached hereto as Annex II as
it may be amended from time to time by written agreement between the Agents and
the Company (the "Administrative Procedure"). The provisions of the
Administrative Procedure shall apply to all transactions contemplated hereunder
other than those made pursuant to a written Terms Agreement. Each Agent and the
Company agree to perform the respective duties and obligations specifically
provided to be performed by each of them in the Administrative Procedure. The
Company will furnish to each Trustee a copy of the Administrative Procedure as
from time to time in effect.
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Securities. As soon as practicable, but
in any event not later than one business day, after receipt of notice from the
Company, the Agents will suspend solicitation of offers to purchase Securities
from the Company until such time as the Company has advised the Agents that such
solicitation may be resumed.
The Company agrees to pay each Agent a commission, at the time of
settlement of any sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the following applicable
percentage of the principal amount of such Security sold (except that the
Company and such Agent may agree in writing to a higher commission for
maturities in excess of 30 years):
COMMISSION
<PAGE> 7
-7-
<TABLE>
<CAPTION>
(PERCENTAGE OF
AGGREGATE
PRINCIPAL AMOUNT
RANGE OF MATURITIES OF SECURITIES SOLD)
<S> <C>
From 9 months to less than 1 year.......................................
From 1 year to less than 18 months......................................
From 18 months to less than 2 years.....................................
From 2 years to less than 3 years.......................................
From 3 years to less than 4 years.......................................
From 4 years to less than 5 years.......................................
From 5 years to less than 6 years.......................................
From 6 years to less than 7 years.......................................
From 7 years to less than 10 years......................................
From 10 years to less than 15 years.....................................
From 15 years to less than 20 years.....................................
20 years and more.......................................................
</TABLE>
(b) Each sale of Securities to any Agent as principal shall be
made in accordance with the terms of this Agreement and a Terms Agreement which
will provide for the sale of such Securities to, and the purchase thereof by,
such Agent. A Terms Agreement may be either (i) a written agreement between
either or both Agents and the Company, which may be substantially in the form of
Annex I hereto, or (ii) an oral agreement between either Agent and the Company
confirmed in writing by such Agent. Each Terms Agreement shall contain the
information specified in the Administrative Procedure under the caption,
"Communication of Sale Information to Company by Agent", and may specify certain
terms of the reoffering of the Securities. Each Terms Agreement may also specify
any requirements for opinions of counsel, accountants' letters and officers'
certificates pursuant to Section 4 hereof. The commitment of any Agent to
purchase Securities as principal pursuant to any Terms Agreement shall be deemed
to have been made on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and conditions herein
set forth.
Each Terms Agreement shall specify the time and date and place of
delivery of and payment for such Securities. Unless otherwise specified in a
Terms Agreement, the procedural details relating to the issue and delivery of
such Securities and payment therefor shall be as set forth in the Administrative
Procedure.
Each time and date of delivery of and payment for Securities to be
purchased by an Agent as principal, whether set forth in a Terms Agreement or in
accordance with the Administrative Procedure, is referred to herein as a "Time
of Delivery".
Unless otherwise specified in a Terms Agreement, an Agent purchasing
Securities as principal may resell such Securities to
<PAGE> 8
-8-
dealers. Any such sales may be at a discount, which shall not exceed the amount
set forth in the Pricing Supplement relating to such Securities.
3. Commencement. The documents required to be delivered pursuant to
Section 6 hereof on the Commencement Date (as defined below) shall be delivered
to the Agents at the offices of Reid & Priest, 40 West 57th Street, New York,
New York, at or before 12:00 noon, New York City time, on the date of this
Agreement, which date and time of such delivery may be postponed by agreement
between the Agents and the Company but in no event shall be later than the day
prior to the date on which solicitation of offers to purchase Securities is
commenced or on which any Terms Agreement is executed (such time and date being
referred to herein as the "Commencement Date").
4. Covenants of the Company. The Company covenants and agrees
with each Agent:
(a) (i) To make no amendment or supplement to the Registration
Statement or the Prospectus (A) prior to the Commencement Date, to
which any Agent shall reasonably object after reasonable notice thereof
or (B) after the date of any Terms Agreement by an Agent to purchase
Securities as principal and prior to the related Time of Delivery, to
which any Agent party to such Terms Agreement or so purchasing as
principal shall reasonably object after reasonable notice thereof; (ii)
to prepare, with respect to any Securities to be sold through or to
such Agent pursuant to this Agreement, a Pricing Supplement with
respect to such Securities in a form previously approved by such Agent
and to file such Pricing Supplement pursuant to Rule 424(b) under the
Act; (iii) to make no amendment or supplement to the Registration
Statement or Prospectus, other than any Pricing Supplement, at any time
prior to having afforded each Agent a reasonable opportunity to review
and comment on it; (iv) to file promptly all reports and any definitive
proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of the Securities, and
during such same period to advise such Agent, promptly after the
Company receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or has become effective or any
supplement to the Prospectus or any amended Prospectus (other than any
Pricing Supplement that relates to Securities not purchased through or
by such Agent) has been filed with the Commission, of the issuance by
the Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the Securities, of the
suspension of the
<PAGE> 9
-9-
qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amendment
or supplement of the Registration Statement or Prospectus or for
additional information; and (v) in the event of the issuance of any
such stop order or of any such order preventing or suspending the use
of any such prospectus or suspending any such qualification, to use
promptly its best efforts to obtain its withdrawal;
(b) Promptly, from time to time, to take such action as such
Agent reasonably may request to qualify the Securities for offering and
sale under the securities laws of such jurisdictions as such Agent may
request and to comply with such laws so as to permit the continuance of
sales and dealings therein for as long as may be necessary to complete
the distribution or sale of the Securities; provided, however, that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process
in any jurisdiction;
(c) To furnish such Agent with copies of the Registration
Statement and each amendment thereto, and with copies of the Prospectus
as amended or supplemented, other than any Pricing Supplement (except
as provided in the Administrative Procedure), in the form in which it
is filed with the Commission pursuant to Rule 424(b) under the Act,
both in such quantities as such Agent may reasonably request from time
to time; and, if the delivery of a prospectus is required at any time
in connection with the offering or sale of the Securities (including
Securities purchased from the Company by such Agent as principal) and
if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus
or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the
Exchange Act or the Trust Indenture Act, to notify such Agent and
request such Agent, in its capacity as agent of the Company, to suspend
solicitation of offers to purchase Securities from the Company (and, if
so notified, such Agent shall cease such solicitations as soon as
practicable, but in any event not later than one business day later);
and if the Company shall decide to amend or supplement the Registration
Statement or the Prospectus as then amended or supplemented, to so
advise such Agent promptly by telephone
<PAGE> 10
-10-
(with confirmation in writing) and to prepare and cause to be
filed promptly with the Commission an amendment or supplement to the
Registration Statement or the Prospectus as then amended or
supplemented that will correct such statement or omission or effect
such compliance; provided, however, that if during such same period
such Agent continues to own Securities purchased from the Company by
such Agent as principal or such Agent is otherwise required to deliver
a prospectus in respect of transactions in the Securities, the Company
shall promptly prepare and file with the Commission such an amendment
or supplement;
(d) To make generally available to its security holders as
soon as practicable, but in any event not later than eighteen months
after (i) the effective date of the Registration Statement, (ii) the
effective date of each post-effective amendment to the Registration
Statement, and (iii) the date of each filing by the Company with the
Commission of an Annual Report on Form 10-K that is incorporated by
reference in the Registration Statement, an earnings statement of the
Company and its subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule
158);
(e) So long as any Securities are outstanding, to furnish to
such Agent copies of all reports or other communications (financial or
other) furnished to stockholders, and deliver to such Agent (i) as soon
as they are available, copies of any reports and financial statements
furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed; and
(ii) such additional information concerning the business and financial
condition of the Company as such Agent may from time to time reasonably
request (such financial statements to be on a consolidated basis to the
extent the accounts of the Company and its subsidiaries are
consolidated in reports furnished to its stockholders generally or to
the Commission);
(f) That, between the date of any Terms Agreement with an
Agent and the related Time of Delivery, the Company will not, without
the prior written consent of such Agent, offer, sell, contract to sell
or otherwise dispose of any debt securities of the Company
substantially similar to the Securities (other than (i) Securities that
are to be sold pursuant to such Terms Agreement, (ii) Securities
previously agreed to be sold by the Company and (iii) commercial paper
issued in the ordinary course of business), except as may otherwise be
provided in such Terms Agreement;
<PAGE> 11
-11-
(g) That each acceptance by the Company of an offer to
purchase Securities hereunder (including any purchase by such Agent as
principal pursuant to a Terms Agreement) shall be deemed to be an
affirmation to such Agent that the representations and warranties of
the Company contained in or made pursuant to this Agreement are true
and correct as of the date of such acceptance as though made at and as
of such date, and an undertaking that such representations and
warranties will be true and correct as of the settlement date for the
Securities relating to such acceptance or as of the Time of Delivery
relating to such purchase pursuant to a Terms Agreement, as the case
may be, as though made at and as of such date (except that such
representations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented
relating to such Securities);
(h) That reasonably in advance of each time the Registration
Statement or the Prospectus shall be amended or supplemented (other
than by a Pricing Supplement) and each time a document filed under the
Act or the Exchange Act is incorporated by reference into the
Prospectus, and each time the Company sells Securities to such Agent as
principal pursuant to a Terms Agreement and such Terms Agreement
specifies the delivery of an opinion or opinions by Reid & Priest,
counsel to the Agents, as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall furnish to such
counsel such papers and information as they may reasonably request to
enable them to furnish to such Agent the opinion or opinions referred
to in Section 6(b) hereof;
(i) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a Pricing
Supplement), each time a document filed under the Act or the Exchange
Act is incorporated by reference into the Prospectus, and each time the
Company sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of an opinion
under this Section 4(i) as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall furnish or cause to
be furnished forthwith to such Agent a written opinion of Dale G.
Stoodley, General Counsel for the Company, or other counsel for the
Company satisfactory to such Agent, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to such purchase
pursuant to a Terms Agreement, as the case may be, in form satisfactory
to such Agent, to the effect that such Agent may rely on the opinion of
such counsel referred to in Section 6(c) hereof which was last
furnished to such Agent to the same extent as though it were dated the
date of such letter authorizing reliance (except
<PAGE> 12
-12-
that the statements in such last opinion shall be deemed to relate to
the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such opinion, an opinion of
the same tenor as the opinion of such counsel referred to in Section
6(c) hereof but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date;
(j) That each time the Registration Statement or the
Prospectus shall be amended or supplemented and each time that a
document filed under the Act or the Exchange Act is incorporated by
reference into the Prospectus, in either case to set forth financial
information included in or derived from the Company's consolidated
financial statements or accounting records, and each time the Company
sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of a letter
under this Section 4(j) as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall cause the
independent certified public accountants who have certified the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement forthwith to
furnish such Agent a letter, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to such purchase
pursuant to a Terms Agreement, as the case may be, in form satisfactory
to such Agent, of the same tenor as the letter referred to in Section
6(d) hereof but modified to relate to the Registration Statement and
the Prospectus as amended or supplemented to the date of such letter,
with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting
records of the Company, to the extent such financial statements and
other information are available as of a date not more than five
business days prior to the date of such letter; provided, however,
that, with respect to any financial information or other matter, such
letter may reconfirm as true and correct at such date as though made at
and as of such date, rather than repeat, statements with respect to
such financial information or other matter made in the letter referred
to in Section 6(d) hereof which was last furnished to such Agent;
(k) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a Pricing
Supplement), each time a document filed under the Act or the Exchange
Act is incorporated by reference into the Prospectus, and each time the
Company sells Securities to such Agent as principal and the applicable
Terms Agreement specifies the delivery of a certificate under this
Section 4(k) as a condition to the purchase of Securities pursuant to
such Terms
<PAGE> 13
-13-
Agreement, the Company shall furnish or cause to be furnished forthwith
to such Agent a certificate, dated the date of such supplement,
amendment, incorporation or Time of Delivery relating to such purchase
pursuant to a Terms Agreement, as the case may be, in such form and
executed by such officers of the Company as shall be satisfactory to
such Agent, to the effect that the statements contained in the
certificate referred to in Section 6(f) hereof which was last furnished
to such Agent are true and correct at such date as though made at and
as of such date (except that such statements shall be deemed to relate
to the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such certificate,
certificates of the same tenor as the certificates referred to in said
Section 6(f) but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date.
5. Payment of Expenses. The Company covenants and agrees with each
Agent that the Company will pay or cause to be paid the following: (i) the fees
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus, the Prospectus and any Pricing Supplement
and all other amendments and supplements thereto and the mailing and delivering
of copies thereof to such Agent; (ii) the fees and expenses of counsel for the
Agents in connection with the establishment of the program contemplated hereby,
any opinions to be rendered by such counsel hereunder and the continuing advice
and services of such counsel in connection with the transactions contemplated
hereunder; (iii) the cost of printing, preparing by word processor or
reproducing this Agreement, any Terms Agreement, any Indenture, any Blue Sky and
Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Securities; (iv) all expenses in
connection with the qualification of the Securities for offering and sale under
state securities laws as provided in Section 4(b) hereof, including fees and
disbursements of counsel for the Agents in connection with such qualification
and in connection with the Blue Sky and legal investment surveys; (v) any fees
charged by securities rating services for rating the Securities; (vi) any filing
fees incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vii) the cost of
preparing the Securities; (viii) the fees and expenses of any Trustee and any
agent of any Trustee and any transfer or paying agent of the Company and the
fees and disbursements of counsel for any Trustee or such agent in connection
with any Indenture and the Securities; (ix) any advertising expenses connected
with the solicitation of offers to purchase and the sale of Securities so long
as such advertising expenses have been approved by the Company;
<PAGE> 14
-14-
(x) the out-of-pocket expenses of the Agents incurred in connection with the
implementation of the program for the offer and sale of the Securities; and (xi)
all other costs and expenses incident to the performance of the Company's
obligations hereunder which are not otherwise specifically provided for in this
Section. Except as provided in Sections 7 and 8 hereof, each Agent shall pay all
other expenses it incurs.
6. Conditions of Agents' Obligations. The obligation of any Agent, as
agent of the Company, at any time ("Solicitation Time") to solicit offers to
purchase the Securities and the obligation of any offeree to purchase Securities
or of any Agent to purchase Securities as principal, pursuant to any Terms
Agreement, shall in each case be subject, in such offeree's or Agent's
discretion, to the condition that all representations and warranties and other
statements of the Company herein (and, in the case of an obligation of an Agent
under a Terms Agreement, contained in or incorporated in such Terms Agreement by
reference) are true and correct at and as of the Commencement Date and any
applicable date referred to in Section 4(k) hereof that is on or prior to such
Solicitation Time or Time of Delivery, as the case may be, and at and as of such
Solicitation Time or Time of Delivery, as the case may be, the condition that on
or prior to such Solicitation Time or Time of Delivery, as the case may be, the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) (i) With respect to any Securities sold at or prior to
such Solicitation Time or Time of Delivery, as the case may be, the
Prospectus as amended or supplemented (including the Pricing
Supplement) with respect to such Securities shall have been filed with
the Commission pursuant to Rule 424(b) under the Act within the
applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 4(a) hereof;
(ii) no stop order suspending the effectiveness of the Registration
Statement shall have been issued and shall remain in effect and no
proceeding for that purpose shall have been initiated or threatened by
the Commission; and (iii) all requests for additional information on
the part of the Commission shall have been complied with to the
reasonable satisfaction of such Agent;
(b) Reid & Priest, counsel to the Agents, shall have furnished
to such Agent (i) such opinion or opinions, dated the Commencement
Date, with respect to the incorporation of the Company, the validity of
each Indenture, the Securities, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as such
Agent may reasonably request, and (ii) if and to the extent requested
by
<PAGE> 15
-15-
such Agent, with respect to each applicable date referred to in Section
4(h) hereof that is on or prior to such Solicitation Time or Time of
Delivery, as the case may be, a letter, dated such applicable date, to
the effect that such Agent may rely on the opinion or opinions which
were last furnished to such Agent pursuant to this Section 6(b) to the
same extent as though it or they were dated the date of such letter
authorizing reliance (except that the statements in such letter shall
be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date) or, in any case, in lieu of such
a letter, an opinion or opinions of the same tenor as the opinion or
opinions referred to in clause (i) but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented
to such date; and in each case such counsel shall have received such
papers and information as they may reasonably request to enable them to
pass upon such matters;
(c) Dale G. Stoodley, General Counsel for the Company, or
other counsel for the Company satisfactory to such Agent, shall have
furnished to such Agent his written opinions, dated the Commencement
Date and each applicable date referred to in Section 4(i) hereof that
is on or prior to such Solicitation Time or Time of Delivery, as the
case may be, in form and substance satisfactory to such Agent, to the
effect that:
(i) the Company has been duly organized and is
validly existing as a corporation in good standing under the
laws of Delaware and Virginia with all corporate power and
other authority, including franchises, necessary to own or
lease its properties and conduct its business as described in
the Registration Statement and Prospectus as amended or
supplemented and to issue and sell the Securities; and each of
the Subsidiaries has been duly organized and is validly
existing as a corporation in good standing under the laws of
its jurisdiction and is duly qualified to do business as a
foreign corporation and is in good standing under the laws of
any jurisdiction in which the conduct of its business or the
ownership or leasing of its properties requires such
qualification, with all corporate and other authority and
franchises necessary to own or lease its properties and
conduct its business as described in the Registration
Statement and Prospectus;
(ii) the Company is duly qualified to do business as
a foreign corporation in good standing in Maryland, New
Jersey, Ohio and Pennsylvania, being all of the jurisdictions
in which the conduct of its business or its ownership or
leasing of properties requires such qualifi-
<PAGE> 16
-16-
cation; and the Company owns all of the stock of its
subsidiaries, free and clear of any lien, pledge or other
encumbrance;
(iii) except as otherwise set forth in the Prospectus
as amended or supplemented, and except with respect to the
location of certain poles, wires, and other facilities within
public highways or over or under public or navigable waters
(the status of which does not in any case threaten to affect
materially the Company's ability to conduct its present
business), the Company has such valid franchises, certificates
of convenience and necessity, operating rights, licenses,
permits, consents, approvals, authorizations and/or orders of
governmental bodies, political subdivisions or regulatory
authorities, free from materially burdensome restrictions, as
are necessary for the acquisition, construction and ownership
of the properties owned or leased by it and the maintenance
and operation of the properties now operated by it and the
conduct of the business now carried on by it as described in
the Registration Statement and the Prospectus as amended or
supplemented, and to the best of the knowledge of such
counsel, the Company is not in default or violation of any
such franchises, certificates of convenience and necessity,
operating rights, licenses, permits, consents, approvals,
authorizations, and/or orders of governmental bodies,
political subdivisions or regulatory authorities to an extent
which would materially affect the conduct of such business,
and the Company is not, to any material extent, in violation
of any applicable Federal, state or other laws and
regulations;
(iv) each of the Note Indenture and the Mortgage has
been, and, at the date of issuance of each series of the
Bonds, the Supplemental Indenture with respect to such series
will have been, duly authorized, executed and delivered and
is, and will be, as the case may be, a valid instrument
legally binding upon the Company and enforceable in accordance
with its terms, except as remedies may be limited by
bankruptcy, insolvency or other laws of general application
affecting the enforcement of creditors' rights generally or
principles of equity;
(v) the Mortgage, including each supplement thereto,
has been duly recorded as a mortgage upon the property covered
thereby in such a manner as is necessary to maintain the lien
thereof; and with respect to security interests in personal
property and fixtures covered by the Mortgage, financing
statements have been duly filed, to the extent required, under
the provisions of the Delaware,
<PAGE> 17
-17-
Maryland, New Jersey, Pennsylvania and Virginia Uniform
Commercial Codes (certain of which contain requirements for
the filing of continuation statements at specified intervals
in order to preserve the security);
(vi) substantially all the utility plant and real
property owned by the Company at the date of the Supplemental
Indenture are adequately described in the Mortgage so as to
constitute the Mortgage a lien thereon as security for the
Bonds, subject to no liens, encumbrances, or rights of others,
other than those specified or referred to in the Prospectus
under the heading "Description of the New Bonds-Security";
(vii) at the date of issuance of each series of the
Bonds, substantially all the utility plant and real property
owned by the Company will be adequately described in the
Mortgage so as to constitute the Mortgage a lien thereon as
security for the Bonds, subject to no liens, encumbrances, or
rights of others, other than those specified or referred to in
the Prospectus as amended or supplemented under the heading
"Description of The New Bonds-Security";
(viii) the Notes have been duly authorized and, with
respect to the Notes of each issue, when the terms thereof
have been duly established in accordance with a Company Order
or pursuant to such procedures acceptable to the Note Trustee
as may be specified in a Company Order, when they have been
duly executed by the proper officers of the Company,
authenticated by the Trustee and delivered by the Company, and
when payment therefor has been received by the Company, they
will have been validly issued and will be valid and binding
obligations of the Company enforceable in accordance with
their terms and entitled to the benefits provided by the Note
Indenture, subject to the limitations set forth in paragraph
(iv) above;
(ix) at the date of issuance of each series of the
Bonds, the Bonds of such series will have been duly authorized
and, when duly executed by the proper officers of the Company,
authenticated by the Trustee and delivered by the Company, and
when payment therefor has been received by the Company, they
will have been validly issued and will be valid and binding
obligations of the Company enforceable in accordance with
their terms and entitled to the lien of, and benefits provided
by, the Mortgage, subject to the limitations set forth in
paragraph (iv) above;
<PAGE> 18
-18-
(x) the terms of the Note Indenture and the Mortgage
conform, and at the date of issuance of each issue of the
Notes or series of the Bonds, the Notes of such issue or the
Bonds of such series, as the case may be, will conform, as to
legal matters, to the description thereof and the statements
concerning them in the Registration Statement and the
Prospectus as amended or supplemented; the summary of certain
terms and provisions of the Note Indenture and the Mortgage
appearing in the Registration Statement and the Prospectus as
amended or supplemented fairly presents, and at each such date
of issuance, the summary of certain terms and provisions of
the Notes of such issue or the Bonds of such series, as the
case may be, appearing in the Registration Statement and the
Prospectus as amended or supplemented will fairly present, the
information called for by the Act and the rules and
regulations of the Commission thereunder; and the Note
Indenture and the Mortgage have been duly qualified under the
Trust Indenture Act of 1939;
(xi) the Delaware Public Service Commission and the
Virginia State Corporation Commission have issued orders (to
be identified by date and docket number) authorizing the
issuance and sale of the Securities and authorizing generally
the transactions relating thereto (including permitting the
Company to enter into this Agreement and perform its
obligations hereunder); neither of such orders contains any
condition inconsistent with the provisions hereof nor, to the
best knowledge of such counsel, has either of such orders been
rescinded, modified or stayed; and no further action is
required to be taken by, and no further authorization, consent
or approval is required to be obtained from, any governmental
authority having jurisdiction in connection with the
authorization, issuance and sale of the Securities (other than
in connection with state securities or blue sky laws as to
which counsel need express no opinion);
(xii) the statements in the Prospectus as amended or
supplemented that are stated therein to have been made on the
authority of such counsel as an expert have been reviewed by
such counsel and, as to matters of law and legal conclusions,
are correct and fairly present the information required to be
shown;
(xiii) such counsel does not know of any legal or
governmental proceedings required to be described in the
Registration Statement or the Prospectus as amended or
supplemented which are not described as required, or of any
contracts or documents of the Company or any of its
<PAGE> 19
-19-
subsidiaries of a character required to be described in the
Registration Statement or Prospectus as amended or
supplemented, incorporated by reference into the Prospectus as
amended or supplemented or filed as exhibits to the
Registration Statement by the Act or by the rules and
regulations of the Commission thereunder which have not been
described, incorporated by reference or filed as required;
(xiv) the performance of this Agreement and of any
Terms Agreement and the consummation of the transactions
herein or therein contemplated and the fulfillment of the
terms hereof or thereof will not result in a breach or
violation of any of the terms or provisions of, or constitute
a default under, the Restated Certificate and Articles of
Incorporation, as amended, or By-Laws, as amended, of the
Company, or any statute, or any indenture, mortgage, deed of
trust, note agreement or other agreement or instrument known
to such counsel to which the Company or any of its
subsidiaries is a party or by which any of them is bound or to
which any of their property is subject, or any order, rule or
regulation known to such counsel applicable to the Company or
to any of its subsidiaries or any of their property of any
court or other governmental body;
(xv) this Agreement has been, and when executed any
Terms Agreement shall have been, duly authorized and entered
into by the Company; and this Agreement is, and when executed
and delivered any Terms Agreement shall be, valid and binding
on the Company, except that rights to indemnity hereunder and
thereunder may be limited under securities laws.
(xvi) The documents incorporated by reference in the
Prospectus as amended or supplemented, when they became
effective or were filed with the Commission, as the case may
be, complied as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder;
and such counsel has no reason to believe that any of such
documents, when they became effective or were so filed, as the
case may be, contained an untrue statement of a material fact
or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made when such documents were so filed,
not misleading, except that such counsel need express no
opinion as to the financial statements and other financial
data included therein; and
<PAGE> 20
-20-
(xvii) the Registration Statement has become
effective under the Act, and, to the best of the knowledge of
such counsel, no stop order with respect thereto has been
issued and is continuing, no order directed to the adequacy or
accuracy of any Incorporated Document has been issued by the
Commission and no proceeding for any such purpose has been
initiated or is pending or, to the best knowledge of such
counsel, contemplated by the Commission; the Registration
Statement at the time it became effective complied, and the
Prospectus as amended or supplemented complies, as to form, in
all material respects, with the requirements of the Act and
the Trust Indenture Act and the rules and regulations
thereunder; such counsel has no reason to believe that (i) the
Registration Statement, at the time the Registration Statement
became effective and at the Solicitation Time, contained or
contains any statement of a material fact or omitted or omits
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, or
(ii) the Prospectus, at the time the Prospectus Supplement was
filed with the Commission pursuant to Rule 424(b), or any
amendment or supplement thereto, as of its date, contained or
contains any untrue statement of a material fact or omitted or
omits to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading,
except that in each case such counsel need express no opinion
as to the financial statements and other financial data
included therein.
(d) The independent certified public accountants who have
certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement
shall have furnished to such Agent a letter, dated the Commencement
Date and each applicable date referred to in Section 4(j) hereof that
is on or prior to such Solicitation Time or Time of Delivery, as the
case may be, in form and substance satisfactory to such Agent to the
effect set forth in Annex III hereto;
(e) There shall not have occurred any:
(i) change, or any development involving a
prospective change, in the condition, financial or otherwise,
or in the earnings, business or operations, of the Company and
its subsidiaries, taken as a whole, from that set forth in the
Prospectus, as amended or supplemented at such Solicitation
Time or Time of Delivery, as the case may be, that, in such
Agent's judgment, is material and adverse and that makes it,
in such Agent's
<PAGE> 21
-21-
judgment, impracticable to market the Securities on the terms
and in the manner contemplated by the Prospectus, as so
amended or supplemented;
(ii) (A) suspension or material limitation of trading
generally on or by, as the case may be, the New York Stock
Exchange, the American Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Board
Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, (B) suspension of trading of any
securities of the Company on any exchange or in any
over-the-counter market, (C) declaration of a general
moratorium on commercial banking activities in New York by
either Federal or New York State authorities or (D) any
outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in such
Agent's judgment, is material and adverse and, in the case of
any of the events described in clauses (A) through (D), such
event, singly or together with any other such event, makes it,
in such Agent's judgment, impracticable to market the
Securities on the terms and in the manner contemplated by the
Prospectus, as amended or supplemented at such Solicitation
Time or Time of Delivery, as the case may be; and
(iii) downgrading in the rating accorded any of the
Company's securities by any "nationally recognized statistical
rating organization," as such term is defined for purposes of
Rule 436(g)(2) under the Securities Act;
except, in each case, as disclosed to such Agent in writing by the
Company prior to such Solicitation Time, or unless in each case
described in (ii) above, the relevant event shall have occurred and
been known to such Agent prior to such Solicitation Time, as the case
may be.
(f) The Company shall have furnished or caused to be furnished
to such Agent certificates of officers of the Company dated the
Commencement Date and each applicable date referred to in Section 4(k)
hereof that is on or prior to such Solicitation Time or Time of
Delivery, as the case may be, in such form and executed by such
officers of the Company as shall be satisfactory to such Agent, as to
the accuracy of the representations and warranties of the Company
herein at and as of the Commencement Date or such applicable date, as
the case may be, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to the Commencement
Date or such applicable date, as the case may be, as to the matters set
forth in subsections (a) and (e) of this
<PAGE> 22
-22-
Section 6, and as to such other matters as such Agent may
reasonably request.
7. Indemnification. (a) The Company will indemnify and hold harmless
each Agent, and each person, if any, who controls such Agent within the meaning
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Agent may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse such Agent for any legal or other expenses reasonably incurred by it
in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Prospectus, the
Registration Statement, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities, or any such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by such Agent expressly for use therein,
and provided, further, that the indemnity agreement contained in this paragraph
in respect of any Preliminary Prospectus shall not inure to the benefit of
either Agent on account of any such losses, claims, damages or liabilities
arising from the sale of the Securities to any offeree if such Agent failed to
send or give a copy of the Prospectus as amended or supplemented (excluding
documents incorporated therein by reference), if any amendments or supplements
thereto shall have been furnished, at or prior to the time of written
confirmation of the sale involved, to such offeree with or prior to the written
confirmation of such sale.
(b) Each Agent will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission
<PAGE> 23
-23-
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary Prospectus, the
Registration Statement, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the Securities, or any such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by such Agent expressly for use therein;
and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
action or claim as such expenses are incurred.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either paragraph (a) or (b) above, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them; provided, however, that the
indemnifying party shall only be responsible for the fees of such counsel to the
extent they are reasonably incurred. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses, to the extent they are reasonable, shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the Agents, in the case of
parties indemnified pursuant to paragraph (a) above, and by the Company, in the
case of parties indemnified pursuant to paragraph (b) above. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from
<PAGE> 24
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<PAGE> 25
-24-
and against any loss or liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.
(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and each Agent on the
other from the offering of the Securities to which such loss, claim, damage or
liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and each Agent on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and each Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the sale of Securities (before
deducting expenses) received by the Company bear to the total commissions or
discounts received by such Agent in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading relates to information supplied by the Company
on the one hand or by any Agent on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each Agent agree that it would not be
just and equitable if contribution pursuant to this subsection (d) were
determined by per capita allocation (even if all Agents were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in
<PAGE> 26
-25-
this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), an Agent shall not be
required to contribute any amount in excess of the amount by which the total
public offering price at which the Securities purchased by or through it were
sold exceeds the amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of each of the Agents under this subsection (d) to contribute are
several in proportion to the respective purchases made by or through it to which
such loss, claim, damage or liability (or action in respect thereof) relates and
are not joint.
(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Agent within the meaning of the Act; and the obligations of each Agent under
this Section 7 shall be in addition to any liability which such Agent may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.
8. Nonperformance. Each Agent, in soliciting offers to purchase Securities from
the Company and in performing the other obligations of such Agent hereunder
(other than in respect of any purchase by an Agent as principal, pursuant to a
Terms Agreement or otherwise), is acting solely as agent for the Company and not
as principal. Each Agent will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Securities from
the Company was solicited by such Agent and has been accepted by the Company,
but such Agent shall not have any liability to the Company in the event such
purchase is not consummated for any reason. If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer it has accepted, the
Company shall (i) hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default by the Company and (ii)
notwithstanding such default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such sale.
9. Survival of Agreement. The respective indemnities, agreements,
representations, warranties and other statements by any Agent and the Company
set forth in or made pursuant to this Agreement shall remain in full force and
effect regardless of any
<PAGE> 27
-26-
investigation (or any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent or the Company, or any
officer or director or any controlling person of the Company, and shall survive
each delivery of and payment for any of the Securities.
10. Suspension or Termination. The provisions of this Agreement
relating to the solicitation of offers to purchase Securities from the Company
may be suspended or terminated at any time by the Company as to any Agent or by
any Agent as to such Agent upon the giving of written notice of such suspension
or termination to such Agent or the Company, as the case may be. In the event of
such suspension or termination with respect to any Agent, (i) this Agreement
shall remain in full force and effect with respect to any Agent as to which such
suspension or termination has not occurred, (ii) this Agreement shall remain in
full force and effect with respect to the rights and obligations of any party
which have previously accrued or which relate to Securities which are already
issued, agreed to be issued or the subject of a pending offer at the time of
such suspension or termination and (iii) in any event, this Agreement shall
remain in full force and effect insofar as the fourth paragraph of Section 2(a),
Section 4(d), Section 4(e), Section 5, Section 7, Section 8 and Section 9 hereof
are concerned.
11. Notices. Except as otherwise specifically provided herein or in the
Administrative Procedure, all statements, requests, notices and advices
hereunder shall be in writing, or by telephone if promptly confirmed in writing,
and if to _____________________, shall be sufficient in all respects when
delivered or sent by facsimile transmission or registered mail to
______________________________________________________________, Attention:
_________________________________, Facsimile Transmission No. _____________, and
if to ___________________________, shall be sufficient in all respects when
delivered or sent by facsimile transmission or registered mail to
__________________________________, Facsimile Transmission No.
_______________________, Attention: _______________________________, and if to
the Company shall be sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to Delmarva Power & Light Company, 800
King Street, Wilmington, Delaware 19899, Facsimile Transmission No. (302)
429-3665, Attention: Treasurer.
12. Benefit of Agreement. This Agreement and any Terms Agreement shall
be binding upon, and inure solely to the benefit of, each Agent and the Company,
and to the extent provided in Section 7, Section 8 and Section 9 hereof, the
officers and directors of the Company and any person who controls any Agent or
the Company, and their respective personal representatives, successors and
assigns, and no other person shall acquire or have any right under or by
<PAGE> 28
-27-
virtue of this Agreement or any Terms Agreement. No purchaser of any of the
Securities through or from any Agent hereunder shall be deemed a successor or
assign by reason of such purchase.
13. Definition of Business Day. Time shall be of the essence in this
Agreement and any Terms Agreement. As used herein, the term "business day" shall
mean any day when the office of the Commission in Washington, D.C. and banks
located in the City of New York are normally open for business.
14. GOVERNING LAW. THIS AGREEMENT AND ANY TERMS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.
15. Execution in Counterparts. This Agreement and any written Terms
Agreement may be executed by any one or more of the parties hereto and thereto
in any number of counterparts, each of which shall be an original, but all of
such respective counterparts shall together constitute one and the same
instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, whereupon this letter and the
acceptance by each of you thereof shall constitute
<PAGE> 29
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a binding agreement between the Company and each of you in accordance with its
terms.
Very truly yours,
DELMARVA POWER & LIGHT COMPANY
By:______________________________
Title:___________________________
Accepted in New York, New York, as of the date hereof:
[AGENT]
By:______________________________
Title:___________________________
[AGENT]
By:______________________________
Title:___________________________
<PAGE> 30
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ANNEX I
DELMARVA POWER & LIGHT COMPANY
MEDIUM TERM NOTES, SERIES __
TERMS AGREEMENT
___________, 199_
[Agent]
Dear Sirs:
Delmarva Power & Light Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Distribution Agreement, dated
__________, 199_ (the "Distribution Agreement"), between the Company, on the one
hand, and _____________________________________________________(the "Agents") on
the other, to issue and sell to _________________________ the securities
specified in the Schedule hereto (the "Purchased Securities"). Each of the
provisions of the Distribution Agreement not specifically related to the
solicitation by the Agents, as agents of the Company, of offers to purchase
Securities is incorporated herein by reference in its entirety, and shall be
deemed to be part of this Agreement to the same extent as if such provisions had
been set forth in full herein. Nothing contained herein or in the Distribution
Agreement shall make any party hereto an agent of the Company or make such party
subject to the provisions therein relating to the solicitation of offers to
purchase securities from the Company, solely by virtue of its execution of this
Agreement. Each of the representations and warranties set forth in the
Distribution Agreement shall be deemed to have been made at and as of the date
of this Agreement, except that each representation and warranty in Section 1 of
the Distribution Agreement which makes reference to the Prospectus shall be
deemed to be a representation and warranty as of the date of the Distribution
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Agreement in relation to the
Prospectus as amended and supplemented to relate to the Purchased Securities.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to ____________________________ and
<PAGE> 31
-30-
______________________________________ agrees to purchase from the Company the
Purchased Securities, at the time and place, in the principal amount and at the
purchase price set forth in the Schedule hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us two counterparts hereof, and upon acceptance hereof by you this
letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
DELMARVA POWER & LIGHT COMPANY
By:______________________________
Title:___________________________
Accepted in New York, New York,
as of the date hereof:
[PURCHASING AGENT]
By:__________________________________
Title:_______________________________
<PAGE> 32
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SCHEDULE TO ANNEX I
Title of Purchased Securities:
[ % Medium-Term Notes]
[ % First Mortgage Bonds, Series due ]
Aggregate Principal Amount:
$
[Price to Public: ]
Purchase Price:
% of the principal amount of [, plus accrued interest from
to
]
Method of and Specified Funds for Payment of Purchase Price:
[By certified or official bank check or checks, payable to the order of
the Company, in immediately available funds]
[By wire transfer to a bank account specified by the Company in
immediately available funds]
Indenture:
[Indenture, dated as of November 1, 1988, between the Company and Chase
Manhattan Bank (formerly known as Chemical Bank), successor to Manufacturers
Hanover Trust Co., as Trustee]
[Mortgage and Deed of Trust, dated as of October 1, 1943, to the New York
Trust Company (to which Chemical Bank is successor), as Trustee, as supplemented
and amended to and including the _____ Supplemental Indenture]
Time of Delivery:
Closing Location:
Maturity:
Interest Rate:
[ %]
<PAGE> 33
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Interest Payment Dates:
[months and dates]
Redemption Provisions:
Documents to be Delivered:
The following documents referred to in the Distribution Agreement shall be
delivered as a condition to the Closing:
[(1) The opinion or opinions of counsel to the Agents referred
to in Section 4(h).]
[(2) The opinion of counsel to the Company referred to in
Section 4(i).]
[(3) The accountants' letter referred to in Section 4(j).]
[(4) The officers' certificate referred to in Section 4(k).]
Other Provisions (including Syndicate Provisions, if applicable):
<PAGE> 34
-33-
ANNEX II
DELMARVA POWER & LIGHT COMPANY
ADMINISTRATIVE PROCEDURE
This Administrative Procedure relates to the Securities defined in the
Distribution Agreement, dated _________, 199_ (the "Distribution Agreement"),
between Delmarva Power & Light Company (the "Company") and
____________________________________________ (together, the "Agents"), to which
this Administrative Procedure is attached as Annex II. Defined terms used herein
and not defined herein shall have the meanings given such terms in the
Distribution Agreement, the Prospectus as amended or supplemented or the
Indenture.
The procedures to be followed with respect to the settlement of sales of
Securities directly by the Company to purchasers solicited by an Agent, as
agent, are set forth below. Such procedures shall also be followed with respect
to sales of Securities by the Company to an Agent, as principal, unless the
Company and such Agent agree to follow different procedures pursuant to a
written Terms Agreement. An Agent, in relation to a purchase of a Security by a
purchaser solicited by such Agent, is referred to herein as the "Selling Agent"
and, in relation to a purchase of a Security by such Agent as principal as the
"Purchasing Agent".
The Company will advise each Agent in writing of those persons with whom
such Agent is to communicate regarding offers to purchase Securities and the
related settlement details.
Posting Rates by Company:
The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Securities that may be
sold as a result of the solicitation of offers by an Agent. The Company may
establish a fixed set of interest rates and maturities for an offering period
("posting"). If the Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of offers until the new
posted rates have been established with the Agents.
Acceptance of Offers by Company:
Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Securities, other than
those rejected by such Agent. Each Agent may, in its discretion reasonably
exercised, reject any offer received by it in whole or in part. Each Agent also
may make offers to the Company to purchase Securities as a Purchasing Agent. The
<PAGE> 35
-34-
Company will have the sole right to accept offers to purchase Securities and may
reject any such offer in whole or in part.
The Company will promptly notify the Agent of its acceptance or rejection
of an offer to purchase Securities. If the Company accepts an offer to purchase
Securities, it will confirm such acceptance in writing to the Agent and the
Trustee.
Communication of Sale Information to Company by Agent:
After the acceptance of an offer by the Company, the Agent will
communicate the following details of the terms of such offer (the "Sale
Information") to the Company by telephone (confirmed in writing) or by facsimile
transmission or other acceptable written means:
(1) Principal amount of Securities to be purchased;
(2) If a Fixed Rate Security, the interest rate;
(3) Maturity Date;
(4) Issue Price;
(5) Selling Agent's commission or Purchasing Agent's discount, as the
case may be;
(6) Net proceeds to the Company;
(7) Settlement Date;
(8) If a redeemable Security, such of the following as are applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Price (% of par), and
(iii) Amount (% of par) that the Redemption Price shall decline on
each anniversary of the Redemption Commencement Date;
[(9)If a Floating Rate Security, such of the following as are applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) Maximum Rate,
(v) Minimum Rate,
(vi) Initial Interest Rate,
(vii) Interest Reset Dates,
(viii) Calculation Dates,
(ix) Interest Determination Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;]
(10) Name, address and taxpayer identification number of the registered
owner;
<PAGE> 36
-35-
(11) Denomination of certificates to be delivered at settlement;
(12) Whether such Security is a Book-Entry Security or a Certificated
Security; and
(13) Whether such Agent is acting as Selling Agent or Purchasing Agent.
Preparation of Pricing Supplement by Company:
If the Company accepts an offer to purchase a Security, it will prepare a
Pricing Supplement. The Company will arrange to have ten Pricing Supplements
filed with the Commission not later than the close of business of the Commission
on the fifth business day following the date on which such Pricing Supplement is
first used, and will promptly deliver copies of such Pricing Supplement to the
Agent no later than 11:00 a.m. on the day following the Trade Date via next day
mail or telecopy at the following locations:
Morgan Stanley & Co. Incorporated:
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
4th Floor
New York, New York 10020
Attn: Medium-Term Note Trading Desk, Carlos Cabrera
Telephone: (212) 296-5830
Telecopy: (212) 764-7490
Merrill Lynch & Co.:
Merrill Lynch & Co. - Tritech Services
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08854
Attn: Final Prospectus Unit/Nachman Kimerling
Telephone: (908) 878-6526
Telecopy: (908) 878-6530
also, for record keeping purposes, please send a
copy to:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
New York, NY 10281-1310
Attn: MTN Product Management
Telephone: (212) 449-7476
Telecopy: (212) 449-2234
<PAGE> 37
-36-
Delivery of Confirmation and Prospectus to Purchaser by Selling Agent:
The Selling Agent will deliver to the purchaser of a Security a written
confirmation of the sale and delivery and payment instructions. In addition, the
Selling Agent will deliver to such purchaser or its agent the Prospectus as
amended or supplemented (including the Pricing Supplement) in relation to such
Security prior to or together with the earlier of the delivery to such purchaser
or its agent of (a) the confirmation of sale or (b) the Security.
Date of Settlement:
All offers solicited by a Selling Agent or made by a Purchasing Agent and
accepted by the Company will be settled on a date (the "Settlement Date") which
is the fifth business day after the date of acceptance of such offer, unless the
Company and the purchaser agree to settlement (a) on any other business day
after the acceptance of such offer or (b) with respect to an offer accepted by
the Company prior to 10:00 a.m., New York City time, on the date of such
acceptance.
Instruction from Company to Trustee for Preparation of Securities,
Preparation and Delivery of Securities by Trustee and Receipt of
Payment Therefor:
After receiving the Sale Information from the Agent, the Company will
communicate such Sale Information to the Note Trustee or the Bond Trustee, as
the case may be, by telephone (confirmed in writing) or by facsimile
transmission or other acceptable written means. The Note Trustee or the Bond
Trustee, as the case may be, will prepare each Security and appropriate receipts
that will serve as the documentary control of the transaction. Each Security
will be represented by either a Global Security (as defined below) delivered to
the Trustee, as agent for The Depository Trust Company ("DTC"), and recorded in
the book-entry system maintained by DTC (a "Book-Entry Security") or a
certificate delivered to the holder thereof or a person designated by such
holder (a "Certificated Security"). Except as set forth in the Prospectus, as
amended or supplemented, an owner of a Book-Entry Security will not be entitled
to receive a Certificated Security.
A. PROCEDURES FOR BOOK-ENTRY SECURITIES
In connection with the qualification of Book-Entry Securities for
eligibility in the book-entry system maintained by DTC, each Trustee will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
Representation from the
<PAGE> 38
-37-
Company and such Trustee to DTC, dated as of June 4, 1993 (the "Letter of
Representation"), and, in the case of the Note Trustee, a Medium-Term Note
Certificate Agreement between such Trustee and DTC dated December 2, 1988, and,
in the case of the Bond Trustee, a Medium-Term Note Certificate Agreement
between such Trustee and DTC, dated as of December 2, 1988, and its obligations
as a participant in DTC, including DTC's Same-Day Funds Settlement System
("SDFS").
On any Settlement Date for one or more Book-Entry Securities, the Company
will issue a single global security in fully registered form without coupons (a
"Global Security") representing up to U.S. $250,000,000 principal amount of all
such Securities that have the same Original Issue Date, Maturity Date and other
terms. Each Global Security will be dated and issued as of the date of its
authentication by the Trustee. Each Global Security will bear an "Interest
Accrual Date," which will be (i) with respect to an original Global Security (or
any portion thereof), its original issuance date and (ii) with respect to any
Global Security (or any portion thereof) issued subsequently upon exchange of a
Global Security, or in lieu of a destroyed, lost or stolen Global Security, the
most recent Interest Payment Date to which interest has been paid or duly
provided for on the predecessor Global Security or Securities (or if no such
payment or provision has been made, the original issuance date of the
predecessor Global Security), regardless of the date of authentication of such
subsequently issued Global Security. Book-Entry Securities may be payable only
in U.S. dollars. No Global Security will represent any Certificated Security.
Upon receipt of the Sale Information from the Company, the Trustee will
then assign a CUSIP number to the Global Security representing such Security and
will notify the Company and the Agent of such CUSIP number by telephone as soon
as practicable.
The Trustee will enter a pending deposit message through DTC's Participant
Terminal System providing the following settlement information to DTC, the Agent
and Standard & Poor's Corporation:
1. The Sale Information.
2. The Initial Interest Payment Date for such Security, the number
of days by which such date succeeds the related DTC Record Date
(which shall be the Record Date as defined in the Security)
and, if known, amount of interest payable on such Initial
Interest Payment Date.
3. The CUSIP number of the Global Security representing
such Security.
<PAGE> 39
-38-
4. Whether such Global Security will represent any other
Book-Entry Security (to the extent known at such time).
By 9:00 a.m. on the Settlement Date, the Trustee will complete and
authenticate the Global Security representing such Security. By 10:00 a.m. on
the Settlement Date, DTC will credit such Security to the Trustee's participant
account at DTC.
By 2:00 p.m. on the Settlement Date, the Trustee will enter an SDFS
deliver order through DTC's Participant Terminal System instructing DTC to (i)
debit such Security to the Trustee's participant account and credit such
Security to the Agent's participant account and (ii) debit the Agent's
settlement account and credit the Trustee's settlement account for an amount
equal to the price of such Security less the Agent's commission, if any. The
entry of such a deliver order shall constitute a representation and warranty by
the Trustee to DTC that (a) the Global Security representing such Book-Entry
Security has been issued and authenticated and (b) the Trustee is holding such
Global Security pursuant to the Medium-Term Note Certificate Agreement between
such Trustee and DTC.
Unless the Agent is the end purchaser of such Security, the Agent will
enter an SDFS deliver order through DTC's Participant Terminal System
instructing DTC (i) to debit such Security to the Agent's participant account
and credit such Security to the participant accounts of the Participants with
respect to such Security and (ii) to debit the settlement accounts of such
Participants and credit the settlement account of the Agent for an amount equal
to the price of such Security.
By 4:45 p.m. on the Settlement Date transfers of funds in accordance with
SDFS deliver orders described in the two preceding paragraphs will be settled in
accordance with SDFS operating procedures in effect on the Settlement Date.
By 5:00 p.m. on the Settlement Date, the Trustee will credit to the
account of the Company maintained with the Trustee in funds available for
immediate use in the amount transferred to the Trustee by the Agent.
Unless the Agent is the end purchaser of such Security, the Agent will
confirm the purchase of such Security to the purchaser either by transmitting to
the Participants with respect to such Security a confirmation order or orders
through DTC's institutional delivery system or by mailing a written confirmation
to such purchaser.
<PAGE> 40
-39-
If settlement of a Book-Entry Security is rescheduled or canceled, the
Trustee, after receiving notice from the Company or the Agent, will deliver to
DTC, through DTC's Participant Terminal System, a cancellation message to such
effect by no later than 2:00 P.M. on the Business Day immediately preceding the
scheduled Settlement Date.
The Company will instruct the Trustee by facsimile transmission or other
acceptable written means to authenticate and deliver the Certificated Securities
no later than 2:15 p.m., New York City time, on the Settlement Date. Such
instruction will be given by the Company prior to 3:00 p.m., New York City time,
on the business day prior to the Settlement Date unless the Settlement Date is
the date of acceptance by the Company of the offer to purchase Securities in
which case such instruction will be given by the Company by 11:00 a.m., New York
City time.
B. PROCEDURES FOR CERTIFICATED SECURITIES
In the case of a sale of Certificated Securities to a purchaser solicited
by an Agent, the Trustee will, by 2:15 p.m., New York City time, on the
Settlement Date, deliver the Securities to the Selling Agent for the benefit of
the purchaser of such Securities against delivery by the Selling Agent of a
receipt therefor. On the Settlement Date, the Selling Agent will deliver payment
for such Securities in immediately available funds to the Trustee in an amount
equal to the issue price of the Securities less the Selling Agent's commission;
provided that the Selling Agent reserves the right to withhold payment for which
it has not received funds from the purchaser.
In the case of a sale of Securities to a Purchasing Agent, the Trustee
will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the
Securities to the Purchasing Agent against delivery of payment for such
Securities in immediately available funds to the Trustee in an amount equal to
the issue price of the Securities less the Purchasing Agent's discount.
In either case, promptly upon receipt of such funds from the Agent, the
Trustee will wire an amount equal thereto to, or upon the order of, the Company
in immediately available funds.
The Note Trustee or Bond Trustee, as the case may be, shall deliver
Certificated Securities to:
<PAGE> 41
-40-
Morgan Stanley & Co. Incorporated:
Morgan Stanley & Co. Incorporated
Bank of New York
One Wall Street, 4th Floor
New York, NY 10015
Attn: Dealer's Clearance Department
Merrill Lynch & Co.:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Money Market Clearance - MTNs:
75 Barclay Street
Ground Floor, Window C
New York, NY 10080
Attn: Kevin Brennan
Failure to Settle:
A. PROCEDURES FOR BOOK-ENTRY SECURITIES
If the Trustee fails to enter an SDFS deliver order with respect to a
Book-Entry Security, the Trustee may deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable a withdrawal message instructing DTC to
debit such Security to the Trustee's participant account, provided that the
Trustee's participant account contains a principal amount of the Global Security
representing such Security that is at least equal to the principal amount to be
debited. If a withdrawal message is processed with respect to all the Book-Entry
Securities represented by a Global Security, the Trustee will mark such Global
Security "canceled," make appropriate entries in the Trustee's records and send
such canceled Global Security to the Company. The CUSIP number assigned to such
Global Security shall, in accordance with the procedures of the CUSIP Service
Bureau of Standard & Poor's Corporation, be canceled and not immediately
reassigned. If a withdrawal message is processed with respect to one or more,
but not all, of the Book-Entry Securities represented by a Global Security, the
Trustee will exchange such Global Security for two Global Securities, one of
which shall represent such Book-Entry Security or Securities and shall be
canceled immediately after issuance and the other of which shall represent the
remaining Book-Entry Securities previously represented by the surrendered Global
Security and shall bear the CUSIP number of the surrendered Global Security.
If the purchase price for any Book-Entry Security is not timely paid to
the Participants with respect to such Security by the beneficial purchaser
thereof (or a person, including an indirect participant in DTC, acting on behalf
of such purchaser), such Participants and, in turn, the Agent may enter SDFS
deliver orders through DTC's Participant Terminal System reversing the orders
entered. Thereafter, the Trustee will deliver the withdrawal message and take
the related actions described in the preceding paragraph.
<PAGE> 42
-41-
Notwithstanding the foregoing, upon any failure to settle with respect to
a Book-Entry Security, DTC may take any actions in accordance with its SDFS
operating procedures then in effect.
In the event of a failure to settle with respect to one or more, but not
all, of the Book-Entry Securities to have been represented by a Global Security,
the Trustee will provide for the authentication and issuance of a Global
Security representing the Book-Entry Securities to be represented by such Global
Security and will make appropriate entries in its records.
B. PROCEDURES FOR CERTIFICATED SECURITIES
If a purchaser fails to make payment to the Selling Agent for a
Certificated Security, the Selling Agent will promptly notify the Trustee and
the Company thereof by telephone (confirmed in writing) or by facsimile
transmission or other acceptable written means. The Selling Agent will
immediately return the Certificated Security to the Trustee. Immediately upon
receipt of such Security by the Trustee, the Trustee will debit the account of
the Company in an amount equal to the amount previously credited thereto in
respect of such Security and will return such funds to the Selling Agent. The
Company will reimburse the Selling Agent on an equitable basis for its loss of
the use of funds at the then prevailing broker-loan rate during the period when
they were credited to the account of the Company.
The Trustee will cancel the Certificated Security in respect of which the
failure occurred, make appropriate entries in its records and, unless otherwise
instructed by the Company, destroy the Security.
<PAGE> 43
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ANNEX III
ACCOUNTANTS' LETTER
Pursuant to Section 4(j) and Section 6(d), as the case may be, of the
Distribution Agreement, the Company's independent public accountants shall
furnish letters to the effect that:
(i) They are independent public accountants within the meaning of
the Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements of the
Company and subsidiary companies ("Companies") examined by them and incorporated
by reference in the Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the Act and the Exchange
Act and the published rules and regulations thereunder;
(iii) On the basis of procedures performed specified by the American
Institute of Public Accountants for a review of interim financial information as
described in SAS No. 71 (but not an examination in accordance with generally
accepted auditing standards) on the unaudited interim consolidated financial
statements of the Company as set forth in the Company's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus, if any, a reading of the
latest available unaudited interim consolidated financial statements, if any, of
the Company subsequent to the financial statements incorporated by reference in
the Prospectus and the minutes of meetings of the Board of Directors and
stockholders of the Company and inquiries of officers and other employees of the
Company responsible for accounting matters and other specified procedures,
nothing has come to their attention which causes them to believe that (A) the
unaudited consolidated financial statements incorporated by reference in the
Prospectus, if any, do not comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act as it applies to Form
10-Q and the related published rules and regulations thereunder or that any
material modifications should be made to such unaudited consolidated financial
statements for them to be in conformity with generally accepted accounting
principles; (B) the unaudited interim consolidated financial statements, if any,
for periods subsequent to the financial statements incorporated by reference in
the Prospectus are not fairly stated on a basis substantially consistent with
that of the audited consolidated financial statements; (C) at a specified date
not more than three days prior to the date of such letter, there was any change
in the capital stock of the Companies or in their long-term debt, any increase
in their short-term debt
<PAGE> 44
-43-
or any decrease in their consolidated net assets, in each case as compared with
amounts shown in the most recent unaudited interim consolidated balance sheet
incorporated by reference in the Prospectus; or (D) for the period from the date
of the most recent audited or unaudited consolidated financial statements
incorporated by reference in the Prospectus to a subsequent date not more than
five days prior to the date of such letter, there were any decreases, as
compared with the corresponding period in the preceding year, in consolidated
operating revenues, operating income, net income, earnings applicable to common
stock and earnings per average share of common stock of the Company; except in
all instances for changes or decreases which the Prospectus discloses have
occurred or may occur or which (i) are described in such letter and (ii) as so
described, are determined by the Representative in its discretion, not to be
material; and
(iv) They have compared the dollar amounts (or percentages derived
from such dollar amounts), ratios and other financial information as agreed upon
contained in (A) the Prospectus, (B) the Company's latest Annual Report on Form
10-K incorporated by reference into the Prospectus, and (C) the Company's latest
Quarterly Report on Form 10-Q incorporated by reference into the Prospectus and
(D) the Company's Current Reports on Form 8-K incorporated by reference into the
Prospectus, (in each case to the extent that such dollar amounts, percentages,
ratios and other financial information are derived from the general accounting
records of the Company subject to the internal controls of the Company's
accounting system, or are derived directly from such records by analysis or
computation) with the results obtained from inquiries, a reading of such general
accounting records and other procedures specified in such letter, and have found
such dollar amounts, percentages, ratios and other financial information to be
in agreement with such results except as otherwise specified in such letter.
All references in this Annex III to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Distribution Agreement as of the Commencement Date
referred to in Section 6(d) thereof and to the Prospectus as amended or
supplemented (including the documents incorporated by reference therein) as of
the date of the amendment, supplement, incorporation or the Time of Delivery
relating to the Terms Agreement requiring the delivery of such letter under
Section 4(j) thereof.
<PAGE> 1
Exhibit 1-D
DELMARVA POWER & LIGHT COMPANY
First Mortgage Bonds
UNDERWRITING AGREEMENT
______ __, 199_
To the Representative named in Schedule I hereto
of the Underwriters named in Schedule II hereto
Ladies and Gentlemen:
The undersigned, Delmarva Power & Light Company, a Delaware and
Virginia corporation (the "Company"), hereby confirms its agreement with each of
the Underwriters hereinafter named as follows:
The term "Underwriters" as used herein shall be deemed to mean the
firm or corporation or the several firms or corporations named in Schedule II
hereto and any underwriter substituted as provided in Section 3 and the term
"Underwriter" shall be deemed to mean one of such Underwriters. If the firm or
firms listed in Schedule I hereto (the "Representative") are the same as the
firm or firms listed in Schedule II hereto, then the terms "Underwriters" and
"Representative", as used herein, shall each be deemed to refer to such firm or
firms. The Representative represents that it has been authorized by the
Underwriters to execute this Agreement on their behalf and to act for them in
the manner herein provided. All obligations of the Underwriters hereunder are
several and not joint. If more than one firm is named in Schedule I hereto, any
action under or in respect of this Agreement may be taken by such firms jointly
as the Representative or by one of the firms acting on behalf of the
Representative and such action will be binding upon all the Underwriters.
1. Description of Bonds. The Company has authorized by appropriate
corporate action and proposes to issue and sell to the Underwriters its First
Mortgage Bonds of the series designations, with the terms and in the amounts
specified in Schedule I hereto (the "Bonds"), to be issued under its Mortgage
and Deed of Trust, dated as of October 1, 1943, to the New York Trust Company
(to which the Chemical Bank is successor), as trustee (the "Trustee"), as
heretofore supplemented and amended, including the Eighty-Eighth Supplemental
Indenture with respect to the Bonds (the "Supplemental Indenture"), a copy of
which has
<PAGE> 2
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been heretofore delivered to the Representative (collectively,
the "Mortgage").
2. Representations, Warranties and Agreements of the Company. The
Company represents and warrants to, and agrees with, the Underwriters that:
(a) A registration statement (identified in Schedule I
hereto), together with amendments thereto, if any, with respect to the
Bonds has been prepared by the Company and filed with the Securities and
Exchange Commission (the "Commission") in conformity with the rules,
regulations and releases of the Commission (the "Rules and Regulations")
under the Securities Act of 1933, as amended (the "Act"). Such
registration statement has been declared effective by the Commission and
the Mortgage has been qualified under the Trust Indenture Act of 1939, as
amended. Copies of such registration statement, together with all
amendments thereto, if any, have heretofore been delivered to the
Representative, and copies of any amendments thereto, including the
exhibits filed therewith, which shall be filed subsequent to the date
hereof also will be delivered to the Representative. As used in this
Agreement, the term "Registration Statement" means such registration
statement, including exhibits, financial statements and all documents
incorporated therein by reference, as amended through the date hereof. As
used in this Agreement, (i) the term "Prospectus" means (A) if a
preliminary prospectus supplement with respect to the Bonds was prepared
in conformity with the Rules and Regulations and, together with the
prospectus in the form included in the Registration Statement, filed with
the Commission pursuant to Rule 424(b) of the Rules and Regulations ("Rule
424(b)"), such preliminary prospectus supplement and prospectus completed
to reflect the terms of the sale of the offering of the Bonds, (B) if no
such preliminary prospectus supplement was so prepared and filed, the
prospectus in the form included in the Registration Statement as to be
supplemented by a prospectus supplement reflecting the terms of the
offering of the Bonds, or (C) if the Bonds are to be offered without a
prospectus supplement, the prospectus in the form included in the
Registration Statement completed to reflect the terms of such offering, in
each case proposed to be filed with the Commission pursuant to Rule 424(b)
on or about the date hereof, and (ii) the term "Prospectus Supplement"
means the prospectus supplement proposed so to be filed with the
Commission, in each case including all documents incorporated in such
prospectus and prospectus supplement by reference (the "Incorporated
Documents"). In the event of
<PAGE> 3
-3-
any amendment to the Registration Statement after the date hereof, the
term "Registration Statement" shall mean such Registration Statement as so
amended. In the event of any amendment or supplement to the Prospectus
after the date of the filing with the Commission of the Prospectus
Supplement pursuant to Rule 424(b), the term "Prospectus" shall mean such
Prospectus as so amended or supplemented; provided, however, that any
supplement to the Prospectus filed with the Commission pursuant to Rule
424(b) with respect to an offering of the Company's securities other than
the Bonds shall not be deemed to be a supplement to or part of the
Prospectus. Any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement or the Prospectus
shall be deemed to refer to and include the filing of any document under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
deemed to be incorporated therein after the date hereof and prior to the
termination of the offering of the Bonds by the Underwriters.
(b) No stop order suspending the effectiveness of the
Registration Statement nor any order preventing or suspending use of the
Prospectus nor any order directed to the adequacy or accuracy of any
Incorporated Document has been issued by the Commission, and no proceeding
for any such purpose has been initiated or is pending or, to the knowledge
of the Company, is contemplated by the Commission.
(c) On the date of this Agreement and at all times subsequent
hereto up to and at the Closing Date (as defined in Section 3), (i) the
Registration Statement and the Prospectus do and will contain all
statements and information which are and will be required to be included
therein by the Act and the Rules and Regulations and do and will conform,
in all material respects, to the requirements of the Act and the Rules and
Regulations; (ii) the Mortgage does and will conform, in all material
respects, to the requirements of the Trust Indenture Act of 1939, as
amended; (iii) the Registration Statement does not and will not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading; and (iv) the Prospectus does not and will not include any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
information contained in or omitted from the Registration Statement or the
Prospectus
<PAGE> 4
-4-
in reliance upon and in conformity with written information furnished to
the Company by any Underwriter expressly for use in the preparation
thereof or to any statement in or omissions from the Statement of
Eligibility of the Trustee under the Mortgage. There are no contracts or
documents of the Company or of any subsidiary of the Company which are
required to be filed as exhibits to the Registration Statement by the Act
or by the Rules and Regulations which have not been filed as required.
(d) The Company has filed timely all reports and all
definitive proxy and information statements required to be filed by the
Company with the Commission pursuant to the Exchange Act and the rules and
regulations of the Commission thereunder. Each of the Incorporated
Documents, when it and when any amendment thereto was filed with the
Commission, complied as to form in all material respects to the
requirements of the Exchange Act, and the rules and regulations of the
Commission thereunder, and any Incorporated Document and any amendment
thereto, when filed with the Commission, will comply as to form in all
material respects to the requirements of the Exchange Act and the rules
and regulations of the Commission thereunder; and none of such documents
includes or will include any untrue statement of a material fact or omits
or will omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(e) The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of Delaware and
Virginia, with all corporate power and other authority, including
franchises, necessary to own or lease its properties and conduct its
business as described in the Registration Statement and the Prospectus and
to issue and sell the Bonds; the Company is duly qualified to do business
as a foreign corporation in good standing in Maryland, New Jersey, Ohio
and Pennsylvania, being all of the jurisdictions in which the conduct of
its business or its ownership or leasing of properties requires such
qualification, with all corporate authority, including franchises
necessary to own or lease its properties and conduct its business as
described in the Registration Statement and Prospectus. The Company has no
direct subsidiaries other than Delmarva Energy Company, Delmarva
Industries, Inc., Delmarva Capital Investments, Inc., Delmarva Services
Company, Conectiv Services, Inc. and Conectiv Communications, Inc. (the
"Subsidiaries"), all of the stock of each of which is owned by the Company
free and
<PAGE> 5
-5-
clear of any lien, pledge or other encumbrance, except for those matters
satisfactory to the Underwriters discussed in the opinion of Dale G.
Stoodley, General Counsel for the Company, pursuant to Section 5(d)
hereof. Each of the Subsidiaries has been duly organized and is validly
existing and in good standing under the laws of its jurisdiction of
incorporation and is licensed to do business as a foreign corporation and
is in good standing under the laws of any jurisdiction in which the
conduct of its business or its ownership or leasing of property requires
such qualification, with all corporate and other authority and franchises
necessary to own or lease its properties and conduct its business as
described in the Registration Statement and the Prospectus.
(f) Except as otherwise stated in the Registration Statement
and the Prospectus, each of the Company and the Subsidiaries, as the case
may be, has good and marketable title in fee simple, free from
encumbrances, to all of the real property referred to in the Registration
Statement and the Prospectus as being owned by it, subject to exceptions
which are minor and do not impair the use of the affected property in the
operation of their businesses.
(g) The performance of this Agreement and the consummation of
the transactions herein contemplated and the fulfillment of the terms
hereof will not result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any statute, the Mortgage,
or any indenture, mortgage, deed of trust, note agreement or other
agreement or instrument to which the Company or any of the Subsidiaries is
a party or by which any of them is bound or to which any of their property
is subject, or of the Company's Restated Certificate and Articles of
Incorporation, as amended, or By-Laws, as amended, or any order, rule or
regulation of any court or other governmental body applicable to the
Company or to any of the Subsidiaries or any of their property.
(h) The Company has full power and lawful authority to
authorize, issue and sell the Bonds on the terms and conditions herein set
forth, has taken all corporate action necessary therefor; has obtained
every consent, approval, authorization and other order of any regulatory
body which is required for such authorization, issue or sale, except as
may be required in connection with the resale of the Bonds by the
Underwriters under state securities or blue sky laws; and such consents,
approvals,
<PAGE> 6
-6-
authorizations and other orders are in full force and effect and are not
subject to appeal.
(i) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, except as set
forth in or contemplated by the Registration Statement and the Prospectus:
(1) the Company and the Subsidiaries taken as a whole have not incurred
any material liabilities or obligations, direct or contingent, and have
not entered into any material transaction, not in the ordinary course of
business; (2) there has not been any material change in the capital stock
or long-term debt of the Company and the Subsidiaries taken as a whole or
any material adverse change, or development involving a prospective
material adverse change, in the condition, financial or otherwise, or in
the earnings, business, net worth or results of operations of the Company
and the Subsidiaries taken as a whole; (3) no material loss or damage
(whether or not insured) to the property of the Company and the
Subsidiaries taken as a whole has been sustained; and (4) no legal or
governmental proceeding, domestic or foreign, materially affecting the
Company and the Subsidiaries taken as a whole or the transactions
contemplated by this Agreement, has been instituted or, to the knowledge
of the Company, threatened.
(j) The financial statements set forth in or incorporated by
reference into the Registration Statement and the Prospectus fairly
present the consolidated financial condition of the Company and the
Subsidiaries and the results of their operations as of the dates and for
the periods therein specified; and such financial statements (including
the related notes) have been prepared in accordance with generally
accepted accounting principles which have been consistently applied
throughout the periods involved.
(k) Coopers & Lybrand LLP, which has reported on certain
financial statements filed with the Commission and incorporated by
reference into the Registration Statement and the Prospectus, are
independent public accountants as required by the Act and the Rules and
Regulations.
(l) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, there is not pending any action, suit or
other proceeding to which the Company or any of the Subsidiaries is a
party or of which any property of the Company or any of the Subsidiaries
is the subject, before or by any court or other governmental
<PAGE> 7
-7-
body, which might result in any material adverse change in the condition,
business or prospects of the Company and the Subsidiaries taken as a whole
or might materially adversely affect the properties or assets of the
Company and the Subsidiaries taken as a whole; and no such action, suit or
proceeding is known by the Company to be threatened or contemplated.
(m) At the Closing Date, the Mortgage and the Bonds will
conform in all material respects to all statements in relation thereto
contained in the Registration Statement and the Prospectus, and the
Mortgage and the Bonds will have been duly authorized, executed,
authenticated and delivered and will be legal, valid and binding
obligations of the Company.
(n) At the Closing Date, the Mortgage will constitute a valid
first lien, except as otherwise stated in or permitted by the Mortgage, on
substantially all of the Company's utility plant, real estate and other
properties, and will be enforceable in accordance with its terms, except
as remedies are limited by bankruptcy, insolvency, or other laws of
general application or principles of equity affecting the enforcement of
creditors' rights generally.
(o) The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.
(p) The Company and the Subsidiaries (i) are in compliance
with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure
to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or
approvals would not, singly or in the aggregate, have a material adverse
effect on the Company and the Subsidiaries, taken as a whole.
(q) In the ordinary course of its business, the
Company conducts a periodic review of the effect of
<PAGE> 8
-8-
Environmental Laws on the business, operations and properties of the
Company and the Subsidiaries, in the course of which it identifies and
evaluates associated costs and liabilities (including, without limitation,
any capital or operating expenditures required for clean-up, closure of
properties or compliance with Environmental Laws or any permit, license or
approval, any related constraints on operating activities and any
potential liabilities to third parties). On the basis of such review, the
Company has reasonably concluded that such associated costs and
liabilities would not, singly or in the aggregate, have a material adverse
effect on the Company and the Subsidiaries, taken as a whole.
3. Sale, Purchase and Delivery of Bonds; Substitution of
Underwriters. On the basis of the representations, warranties and agreements
herein contained, and subject to the terms and conditions herein set forth, the
Company agrees to sell to each of the Underwriters, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, the respective
principal amount of Bonds set forth opposite the name of such Underwriter in
Schedule II hereto at the purchase prices set forth in Schedule I hereto.
The Company agrees to make the Bonds available to the Representative
for the purpose of expediting their checking and packaging on behalf of the
Underwriters, at the office of the Trustee or of The Depository Trust Company
("DTC"), not later than 1:30 P.M. on the business day next preceding the Closing
Date.
Payment for the Bonds shall be made at the place, time and date
specified in Schedule I hereto or at such other time and date as the
Representative and the Company may agree in writing, such time and date for
payment being herein referred to as the "Closing Date". On the Closing Date, the
Company shall deliver the Bonds to DTC (or the Representative, if the
Representative and the Company shall so agree in writing), against payment to or
upon the order of the Company of the purchase price of the Bonds, by wire
transfer of immediately available funds to an account or accounts designated in
writing by the Company. Time shall be of the essence, and delivery at the time
determined as set forth above is a further condition of the obligation of each
Underwriter and of the Company. The Bonds so delivered shall be in definitive
form and registered in the name of DTC or its nominee (or in such other name or
names as the Representative and the Company shall agree in writing).
<PAGE> 9
-9-
It is understood that the Underwriters propose to offer the Bonds
for sale as set forth in the Prospectus.
In the event of default by one or more Underwriters in respect of
their obligations under this Agreement to take up and pay for the Bonds pursuant
to this Section , and if the aggregate of such defaults does not exceed 10% of
the aggregate principal amount of the Bonds, the remaining Underwriters shall be
obligated severally (in proportion to their respective commitments hereunder or
in such other proportion as may be agreed upon by the Representative) to
purchase the aggregate principal amount of the Bonds which such defaulting
Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters shall for any reason permitted hereunder cancel their obligations
to purchase hereunder, or shall default in respect of their obligations to take
up and pay for the aggregate principal amount of the Bonds set forth opposite
their respective names in Schedule II hereof upon tender of such Bonds in
accordance with the terms hereof and, in the case of a default, the aggregate of
such defaults exceeds 10% of the aggregate principal amount of the Bonds, the
remaining Underwriters shall have the right to take up and pay for (in such
proportion as may be agreed upon by the Representative) the aggregate principal
amount of the Bonds which the canceling or defaulting Underwriter or
Underwriters agreed but failed to purchase. If such remaining Underwriters do
not, at the Closing Date, take up and pay for the aggregate principal amount of
the Bonds which the canceling or defaulting Underwriter or Underwriters agreed
but failed to purchase, the time for delivery of the Bonds shall be extended for
twenty-four hours, and the Underwriters shall have the privilege of substituting
within such twenty-four hours another underwriter or underwriters satisfactory
to the Company. If no such underwriter or underwriters shall have been
substituted as aforesaid, prior to the termination of such extended time for
delivery, the time for delivery of the Bonds shall be extended for a further
twenty-four hours, during which the Company shall have the privilege of finding
another underwriter or underwriters, satisfactory to the Representative, to
purchase the aggregate principal amount of the Bonds which the canceling or
defaulting Underwriter or Underwriters agreed but failed to purchase. If it
shall be arranged for the remaining Underwriters or substituted underwriters to
take up the aggregate principal amount of the Bonds of the canceling or
defaulting Underwriter or Underwriters as provided in this Section , (i) the
Representative or the Company shall have the right to postpone the time of
delivery of the Bonds for a period of not more than seven full business days, in
order to effect whatever changes that such arrangements may make necessary in
the Registration Statement or the Prospectus,
<PAGE> 10
-10-
or in any other documents or arrangements, and the Company agrees promptly to
file any amendment to the Registration Statement or any supplement to the
Prospectus that such arrangements may make necessary, and (ii) the aggregate
principal amount of the Bonds to be purchased by the remaining Underwriters and
substituted underwriters shall be taken as the basis of their respective
underwriting obligations for all purposes of this Agreement.
If, in the event of a default or cancellation by one or more
Underwriters, the remaining Underwriters shall not take up and pay for all of
the aggregate principal amount of the Bonds agreed to be purchased by the
defaulting or canceling Underwriters or substitute another underwriter or
underwriters as aforesaid and the Company shall not find another underwriter or
underwriters to purchase such aggregate principal amount of the Bonds as
aforesaid, then this Agreement may be terminated by the Company by giving prompt
notice to the remaining Underwriters.
If the Company shall not so elect to terminate this Agreement, it
shall have the right to require such remaining Underwriters, irrespective of the
default or cancellation as aforesaid, to purchase the aggregate principal amount
of the Bonds which they have agreed to purchase hereunder. In such event the
Company shall, within twenty-four hours after such second twenty-four hour
period, give notice thereof in writing to such remaining Underwriters and
thereupon the time for delivery of the Bonds may be postponed for a period of
not more than four full business days in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus or in
any other documents or arrangements. The Company agrees, in such event, promptly
to file any amendment to the Registration Statement or any supplement to the
Prospectus which may thereby be made necessary. In the absence of such notice
from the Company, this Agreement shall terminate without further action on the
part of either the Company or the Underwriters.
In the event of any such termination, the Company shall not be under
any liability to any Underwriter (except to the extent provided in Sections 4(e)
and 7 hereof) nor shall any Underwriter (other than an Underwriter who shall
have failed to purchase Bonds otherwise than for some reason permitted under
this Agreement) be under any liability to the Company (except to the extent
provided in Section 7 hereof).
Any action taken by the non-defaulting Underwriters or by the
Company under this Section shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
<PAGE> 11
-11-
4. Covenants of the Company. The Company further covenants and
agrees with the Underwriters that:
(a) The Company shall comply with the provisions of, and make
all requisite filings with the Commission pursuant to, Rule 424(b) and
notify the Representative promptly of all such filings. The Company will
not at any time file any amendment to the Registration Statement or
supplement to the Prospectus of which the Representative shall not
previously have been advised and furnished with a copy or to which the
Representative or Reid & Priest LLP, counsel for the Underwriters, shall
have reasonably and promptly objected in writing or which is not in
compliance with the Act or the Rules and Regulations. The Company will
prepare and file with the Commission, promptly upon the Representative's
request, any amendment to the Registration Statement or supplement to the
Prospectus which, in the opinion of the Company's counsel and counsel for
the Underwriters, may be necessary or advisable in connection with the
distribution of the Bonds by the Underwriters. The Company will file
timely all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to the
Exchange Act and the rules and regulations of the Commission thereunder
subsequent to the date hereof and for so long as the delivery of a
prospectus is required in connection with the offering or sale of the
Bonds.
(b) The Company will notify the Representative promptly and
confirm in writing (i) the issuance of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of the Prospectus or of any order directed to the
adequacy or accuracy of any Incorporated Document or of the initiation of
any proceedings for any such purpose and (ii) the receipt of any comments
from the Commission in respect of the Registration Statement or the
Prospectus, or requesting additional information or the amendment or
supplementation of the Registration Statement or the Prospectus. If the
Commission shall issue a stop order or any order preventing or suspending
the use of the Prospectus or any order directed to the adequacy or
accuracy of any Incorporated Document at any time, or shall initiate any
proceedings for any such purpose, the Company will make every reasonable
effort to prevent the issuance of such order and, if issued, to obtain the
lifting thereof.
(c) Within the time during which a prospectus
relating to the Bonds is required to be delivered under the
<PAGE> 12
-12-
Act, the Company will comply so far as it is able with all requirements
imposed upon it by the Act, as now and hereafter amended, and the Rules
and Regulations, as from time to time in force, so far as necessary to
permit the continuance of sales of or dealings in the Bonds as
contemplated by the provisions hereof and the Prospectus; and if during
such period any event occurs as a result of which the Prospectus would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if during
such period it is necessary to amend or supplement the Prospectus to
comply with the Act or the Rules and Regulations or to file under the
Exchange Act or the rules and regulations of the Commission thereunder any
document incorporated by reference into the Prospectus in order to comply
with the Act, the Rules and Regulations, the Exchange Act or the rules and
regulations of the Commission thereunder, the Company will promptly notify
the Representative and will amend or supplement the Prospectus or file
such document (in form satisfactory to counsel for the Underwriters and
counsel for the Company and at the expense of the Company) so as to
correct such statement or omission or effect such compliance.
(d) The Company will cooperate with the Underwriters in
qualifying and registering the Bonds for sale under the securities laws
and legal investment laws of such jurisdictions as the Representative may
designate, and in continuing such qualifications in effect so long as
required for the distribution of the Bonds; provided, however, that the
Company shall not be obligated to file any general consent to service of
process or to submit to any requirements which it deems unduly burdensome.
The Company will advise the Representative promptly of any order or
communication of any public authority addressed to the Company suspending
or threatening to suspend qualification of the Bonds for sale in any
jurisdiction.
(e) Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay, or
reimburse the Underwriters on demand for, all reasonable costs and
expenses incident to the performance of the Company's obligations under
this Agreement, including all expenses incident to the authorization of
the Bonds and their issue and delivery by the Company, all expenses
incident to listing the Bonds on any stock exchange, any necessary stamp
taxes in connection with the foregoing, the reasonable fees and expenses
of the
<PAGE> 13
-13-
Company's counsel and accountants, the costs and expenses incident to the
preparation and filing under the Act of the Registration Statement
(including all exhibits and amendments thereto), the Prospectus and this
Agreement, all reasonable fees and disbursements (including reasonable
fees and disbursements of counsel) incurred by the Company or the
Underwriters in connection with the qualification of the Bonds for sale
under state securities laws and the preparation of Blue Sky Memoranda and
Legal Investment Surveys, the cost of furnishing to the Underwriters
copies of Blue Sky Memoranda and Legal Investment Surveys, the
Registration Statement and the Prospectus, and each amended or
supplemented Registration Statement or Prospectus and each Prospectus
prepared to permit compliance with Section 10(a)(3) of the Act and the
cost of preparing copies of this Agreement. The Company shall not,
however, be required to pay for any of the Representative's expenses or
those of any of the other Underwriters, other than as hereinabove set
forth or the costs of preparing copies of the legal opinion referred to in
subparagraph (e) of Section 5 hereof, the Underwriters' Questionnaires and
the Agreement Among Underwriters; provided, however, that, if this
Agreement shall not be consummated because it is (i) terminated by the
Representative pursuant to Section 5 or Section 6 hereof, (ii) terminated
pursuant to Section 3 hereof, or (iii) terminated by reason of any
failure, refusal or inability on the part of the Company to perform any
undertaking or satisfy any condition of this Agreement or to comply with
any of the terms hereof on its part to be performed, unless such failure,
refusal or inability be due to the default or omission of the
Underwriters, then and in any such case, the Company shall reimburse the
Underwriters (but not defaulting Underwriters in the event of termination
pursuant to Section 3 hereof) for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel for the Underwriters)
reasonably incurred in connection with investigating, marketing and
proposing to market the Bonds or in contemplation of performing their
obligations hereunder, but the Company shall not in any event be liable to
any of the Underwriters for damages on account of loss of anticipated
profits or commissions from the sale by them of the Bonds.
(f) The Company will apply the proceeds from the sale of the
Bonds substantially as set forth under the caption "Use of Proceeds" in
the Prospectus.
(g) The Company will deliver to the Representative, as
promptly as practicable, a signed copy of the Registration Statement and
all amendments thereto
<PAGE> 14
-14-
including all exhibits filed therewith and signed consents, certificates
and opinions of accountants and of any other persons named in the
Registration Statement as having prepared, certified or reviewed any part
thereof, and will deliver to the Representative such number of unsigned
copies of the Registration Statement, without exhibits, and of all
amendments thereto, as the Representative may reasonably request. The
Company will deliver to or upon the order of the Representative, from time
to time, as many copies of the Prospectus (excluding Incorporated
Documents) as the Representative may reasonably request.
(h) The Company will make generally available to its security
holders and deliver to the Representative as soon as it is practicable to
do so, an earnings statement (as defined in Rule 158 under the Act), which
need not be audited, covering a period of at least twelve months beginning
not later than the first day of the month next succeeding the month in
which occurred the effective date of the Registration Statement (as such
effective date is defined in such Rule), which shall satisfy the
requirements of Section 11(a) of the Act.
(i) For a period of five years from the Closing Date, the
Company will deliver to the Representative and, upon request, to each of
the other Underwriters (i) as soon as available, a copy of each report of
the Company mailed to security holders or filed with the Commission and
(ii) from time to time such other information concerning the Company as
the Representative shall reasonably request. If at any time, the Company
shall have a majority-owned subsidiary or subsidiaries which is or are
"significant" within the meaning of Regulation S-X of the Commission, the
financial statements contained in the documents referred to in (i) shall
be furnished in consolidated form, if such consolidation is required under
such Regulation S-X, for the Company and such subsidiary or subsidiaries.
(j) During the period beginning on the date hereof and
continuing through the Closing Date, the Company will not offer, sell or
otherwise alienate, without the Representative's prior consent, any other
of its First Mortgage Bonds.
5. Conditions of Underwriters' Obligations. The obligations of the
Underwriters to purchase and pay for the Bonds, as provided herein, shall be
subject to the accuracy, as of the date hereof and as of the Closing Date (as if
made on the Closing Date), of the representations and warranties of the
<PAGE> 15
-15-
Company herein, to the accuracy of statements of Company officers made in
certificates delivered pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder and to the following additional
conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, or order preventing or suspending the use of the
Prospectus, shall have been issued and shall remain in effect; no order of
the Commission directed to the adequacy or accuracy of any Incorporated
Document shall be in effect; and no proceedings for any such purpose shall
have been instituted or be pending or, to the knowledge of the Company or
the Representative, shall be contemplated or threatened by the Commission;
any request of the Commission for additional information (to be included
in the Registration Statement or the Prospectus or otherwise) shall have
been complied with to the reasonable satisfaction of Reid & Priest LLP,
counsel for the Underwriters; no amendment to the Registration Statement
or Prospectus shall have been filed hereafter to which the Representative
or Reid & Priest LLP shall have reasonably and promptly objected in
writing after having received reasonable notice and a copy thereof; there
shall be in full force and effect on the date of this Agreement
appropriate orders of The Public Service Commission of Delaware and the
State Corporation Commission of Virginia permitting the issuance and sale
of the Bonds and the transactions relating thereto substantially in
accordance with the terms and conditions set forth herein and in the
Prospectus; such orders shall contain no condition inconsistent with the
provisions hereof or unacceptable to the Representative and shall be
issued under circumstances which in the Representative's reasonable
judgment are appropriate for the protection of the Underwriters; and on or
prior to the Closing Date, neither of said orders shall have been
rescinded, modified or stayed, or the right of the Company to operate
thereunder restrained, or be subject to any litigation or proceeding
pending, or, to the knowledge of the Representative or the Company,
threatened.
(b) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, except as set
forth in or contemplated by the Prospectus, there shall not have been any
change in the capital stock, short-term debt or long-term debt of the
Company and the Subsidiaries taken as a whole, or any adverse change or
any development involving a prospective adverse change in the condition,
financial or otherwise, or in the earnings, business, net worth or results
of operations of
<PAGE> 16
-16-
the Company and the Subsidiaries taken as a whole, all or any of which, in
the Representative's reasonable judgment, materially impairs the
investment quality of the Bonds; and no Underwriter shall have disclosed
in writing to the Company on or prior to the Closing Date that the
Registration Statement or Prospectus contained an untrue statement of fact
which, in the opinion of Reid & Priest LLP, counsel for the Underwriters,
is material, or omits to state a fact which, in the opinion of such
counsel, is material and is required to be stated therein or is necessary
to make the statements therein, in light of circumstances then existing,
not misleading.
(c) The authorization and issuance of the Bonds, the
Registration Statement, the Prospectus and all corporate proceedings and
other legal matters incident thereto shall be satisfactory in all respects
to Reid & Priest LLP and the Company shall have furnished to Reid & Priest
LLP such documents as they may reasonably request to enable them to be
satisfied with respect to the matters referred to in this subparagraph and
to furnish to the Representative an opinion, dated as of the Closing Date,
as required by subparagraph (e) of this Section 5.
(d) On the Closing Date, the Representative shall have
received the favorable opinion of Dale G. Stoodley, General Counsel for
the Company, dated as of such date, satisfactory in form, scope and
substance to the Representative and to counsel for the Underwriters to the
effect that:
(i) the Company has been duly organized and is validly
existing as a corporation in good standing under the laws of
Delaware and Virginia with all corporate power and other authority
necessary to own or lease its properties and conduct its business as
described in the Registration Statement and Prospectus and to issue
and sell the Bonds; and each of the Subsidiaries has been duly
organized and is validly existing as a corporation in good standing
under the laws of its jurisdiction and is duly qualified to do
business as a foreign corporation and is in good standing under the
laws of any jurisdiction in which the conduct of its business or the
ownership or leasing of its properties requires such qualification,
with all corporate and other authority and franchises necessary to
own or lease its properties and conduct its business as described in
the Registration Statement and Prospectus;
<PAGE> 17
-17-
(ii) the Company is duly qualified to do business as a
foreign corporation in good standing in Maryland, New Jersey, Ohio
and Pennsylvania, being all of the jurisdictions in which the
conduct of its business or its ownership or leasing of properties
requires such qualification; and the Company owns all of the stock
of the Subsidiaries, free and clear of any lien, pledge or other
encumbrance;
(iii) except as otherwise set forth in the Prospectus,
and except with respect to the location of certain poles, wires, and
other facilities within public highways or over or under public or
navigable waters (the status of which does not in any case threaten
to affect materially the Company's ability to conduct its present
business), the Company has such valid franchises, certificates of
convenience and necessity, operating rights, licenses, permits,
consents, approvals, authorizations and/or orders of governmental
bodies, political subdivisions or regulatory authorities, free from
materially burdensome restrictions, as are necessary for the
acquisition, construction and ownership of the properties now owned
or leased by it and the maintenance and operation of the properties
now operated by it and the conduct of the business now carried on by
it as described in the Registration Statement and the Prospectus,
and to the best of the knowledge of such counsel, the Company is not
in default or violation of any such franchises, certificates of
convenience and necessity, operating rights, licenses, permits,
consents, approvals, authorizations, and/or orders of governmental
bodies, political subdivisions or regulatory authorities, to the
extent that would materially affect the conduct of such business,
and the Company is not, to any material extent, in violation of any
applicable Federal, state or other laws and regulations;
(iv) the Mortgage has been duly authorized, executed and
delivered and is a valid instrument legally binding upon the Company
and enforceable in accordance with its terms, except as remedies may
be limited by bankruptcy, insolvency or other laws of general
application affecting the enforcement of creditors' rights generally
or principles of equity;
(v) the Mortgage, including each supplement thereto, has
been duly recorded as a mortgage upon the property covered thereby
in such a manner as is
<PAGE> 18
-18-
necessary to maintain the lien thereof; and with respect to security
interests in personal property and fixtures covered by the Mortgage,
financing statements have been duly filed, to the extent required,
under the provisions of the Delaware, Maryland, New Jersey,
Pennsylvania and Virginia Uniform Commercial Codes (certain of which
contain requirements for the filing of continuation statements at
specified intervals in order to preserve the security);
(vi) substantially all the utility plant and real
property owned by the Company are adequately described in the
Mortgage so as to constitute the Mortgage a lien thereon as security
for the Bonds, subject to no liens, encumbrances, or rights of
others, other than those specified or referred to in the Prospectus
under the heading "Description of the New Bonds-Security";
(vii) the Bonds have been duly authorized and, when duly
executed manually or in facsimile by the proper officers of the
Company, authenticated by the Trustee and delivered by the Company,
and when payment therefor has been received by the Company, they
will have been validly issued and will be valid and binding
obligations of the Company enforceable in accordance with their
terms and entitled to the lien of, and benefits provided by, the
Mortgage, subject to the limitations set forth in paragraph (iv)
above;
(viii) the terms of the Bonds and the Mortgage conform
as to legal matters to the description thereof and the statements
concerning them in the Registration Statement and the Prospectus,
the summary of certain terms and provisions thereof appearing in the
Registration Statement and the Prospectus fairly presents the
information called for by the Act and the Rules and Regulations and
the Mortgage has been duly qualified under the Trust Indenture Act
of 1939, as amended;
(ix) the Delaware Public Service Commission and the
Virginia State Corporation Commission have issued orders (to be
identified by date and docket number) authorizing the issuance and
sale of the Bonds and authorizing generally the transactions
relating thereto (including permitting the Company to enter into
this Agreement and perform its obligations hereunder). Neither of
such orders contains any condition
<PAGE> 19
-19-
inconsistent with the provisions hereof nor, to the best knowledge
of such counsel, has either of such orders been rescinded, modified
or stayed, and no further action is required to be taken by, and no
further authorization, consent or approval is required to be
obtained from, any governmental authority having jurisdiction in
connection with the authorization, issuance and sale of the Bonds
(other than in connection with state securities or blue sky laws as
to which counsel need express no opinion);
(x) the statements in the Prospectus that are stated
therein to have been made on the authority of such counsel as an
expert have been reviewed by such counsel and, as to matters of law
and legal conclusions, are correct and fairly present the
information required to be shown;
(xi) such counsel does not know of any legal or
governmental proceedings required to be described in the
Registration Statement or the Prospectus which are not described as
required, or of any contracts or documents of the Company or any of
the Subsidiaries of the Company of a character required to be
described in the Registration Statement or Prospectus, incorporated
by reference into the Prospectus or filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations
which have not been described, incorporated by reference or filed as
required;
(xii) the performance of this Agreement and the
consummation of the transactions herein contemplated and the
fulfillment of the terms hereof will not result in a breach or
violation of any of the terms or provisions of, or constitute a
default under, the Restated Certificate and Articles of
Incorporation, as amended, or By-Laws, as amended, of the Company,
or any statute, the Mortgage, or any indenture, mortgage, deed of
trust, note or other agreement or instrument known to such counsel
to which the Company or any of the Subsidiaries is a party or by
which any of them is bound or to which any of their property is
subject, or any order, rule or regulation known to such counsel
applicable to the Company or to any of the Subsidiaries or any of
their property of any court or other governmental body;
<PAGE> 20
-20-
(xiii) this Agreement has been duly authorized, executed
and delivered by the Company and is valid and binding on the
Company, except that rights to indemnity hereunder may be limited
under securities laws; and
(xiv) the Registration Statement has become effective
under the Act, and, to the best of the knowledge of such counsel, no
stop order with respect thereto has been issued and is continuing,
no order directed to the adequacy or accuracy of any Incorporated
Document has been issued by the Commission and no proceeding for any
such purpose has been initiated or is pending or, to the best
knowledge of such counsel, contemplated by the Commission; at the
time the Registration Statement became effective, the Registration
Statement, and at the time the Prospectus Supplement was filed with
the Commission pursuant to Rule 424(b), the Prospectus, complied as
to form in all material respects with the requirements of the Act
and the Rules and Regulations, and each Incorporated Document, when
it and when any amendment thereto was filed with the Commission,
complied as to form in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission
thereunder; and such counsel has no reason to believe that (i) the
Registration Statement, at the time the Registration Statement
became effective and at the Closing Date, contained or contains any
statement of a material fact or omitted or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, or (ii) the Prospectus, at the
time the Prospectus was filed with the Commission pursuant to Rule
424(b) and at the Closing Date, contained or contains any untrue
statement of a material fact or omitted or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, except that in each case such
counsel need express no opinion as to the financial statements and
other financial data included therein.
(e) On the Closing Date, the Representative shall have
received the favorable opinion of Reid & Priest LLP, counsel for the
Underwriters, dated as of such date, satisfactory in form, scope and
substance to the Representative with respect to the sufficiency of all
<PAGE> 21
-21-
corporate proceedings and other legal matters relating to the Bonds, the
form of the Registration Statement and the Prospectus, and as to the
execution and authorization of this Agreement and the transactions
contemplated hereby as the Representative may reasonably require, and the
Company shall have furnished to such counsel such documents as they may
have reasonably requested for the purpose of enabling them to pass upon
such matters. In rendering such opinions, Reid & Priest LLP may rely as to
matters governed by Delaware, Maryland, New Jersey, Ohio, Pennsylvania and
Virginia law upon the opinion of Dale G. Stoodley, General Counsel for the
Company, who may in turn rely upon the opinions of other counsel as to
certain legal conclusions affected by the laws of Maryland, New Jersey,
Ohio, Pennsylvania and Virginia.
(f) On the date hereof and at the Closing Date the
Representative shall have received letters of Coopers & Lybrand LLP, dated
as of such dates, to the effect set forth in Schedule III annexed hereto
and with respect to such other matters as to which the Representative
shall have inquired.
(g) On the Closing Date the Representative shall have received
a certificate or certificates, dated as of such date, of the President or
a Vice President of the Company or the principal accounting officer of the
Company to the effect that, to the best of his or her knowledge based on a
reasonable investigation:
(i) the representations and warranties of the Company in
this Agreement are true and correct, as though made on and as of the
Closing Date, and the Company has complied with all the agreements
and satisfied all the conditions required by this Agreement to be
performed or satisfied by the Company on or prior to the Closing
Date;
(ii) he or she has examined the Registration Statement
and the Prospectus, and, in his or her opinion, the Registration
Statement, when it became effective and at all times subsequent
thereto up to and including the Closing Date, did not and does not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Prospectus, when the
Prospectus was filed with the Commission and at all times subsequent
thereto up to and including the Closing Date, did not
<PAGE> 22
-22-
and does not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and, since
the effective date of the Registration Statement, there has occurred
no event required to be set forth in an amended or supplemented
Prospectus which had not been so set forth.
All the opinions, letters, certificates and documents mentioned
above or elsewhere in this Agreement will be in compliance with the provisions
hereof only if they are reasonably satisfactory to Reid & Priest LLP. The
Company will furnish the Representative with such conformed copies of such
opinions, letters, certificates and documents as the Representative may
reasonably request.
If any condition to the Underwriters' obligations hereunder to be
satisfied on or prior to the Closing Date is not so satisfied, the
Representative may terminate this Agreement without liability on the part of any
Underwriter or the Company, except for the expenses to be paid or reimbursed by
the Company pursuant to Section 4(e) and except for any liability under Section
7 hereof.
6. Termination of Agreement. (a) The Representative, by notice to
the Company, may terminate this Agreement at any time after the date of this
Agreement and on or prior to the Closing Date if during such period (i) trading
on the New York Stock Exchange or the American Stock Exchange shall have been
wholly suspended, or minimum or maximum prices for trading shall have been
fixed, or maximum ranges for prices for securities shall have been required, on
the New York Stock Exchange or the American Stock Exchange, by the New York
Stock Exchange or the American Stock Exchange or by order of the Commission or
any other governmental authority having jurisdiction, or trading of the
Company's securities on any exchange or in any over-the-counter market shall
have been suspended, or (ii) a banking moratorium shall have been declared by
Federal or New York authorities, or (iii) an outbreak of hostilities or an
escalation thereof, a declaration of war by Congress, another substantial
calamity or crisis or another event or occurrence of a similar character which,
in the Representative's reasonable judgment, makes it impracticable or
inadvisable to proceed with the completion of the sale of and payment for the
Bonds or to enforce contracts for the sale of the Bonds shall have occurred, or
(iv) the Company shall have sustained a substantial loss by fire, flood,
accident or other calamity which, in the Representative's
<PAGE> 23
-23-
reasonable judgment, renders it inadvisable to consummate the sale of the Bonds
to, and the delivery of the Bonds by, the Underwriters, regardless of whether or
not such loss shall have been insured. This Agreement may also be terminated at
any time after the date of this Agreement and on or prior to the Closing Date
if, in the reasonable judgment of the Representative, the subject matter of any
amendment or supplement to the Registration Statement or the Prospectus renders
it either inadvisable to proceed with such offering or inadvisable to proceed
with the delivery of the Bonds to be purchased hereunder.
(b) In the event of termination pursuant to this Section , the
Company shall not be under any liability to any Underwriter, except for the
expenses to be paid by it pursuant to the provisions of Section 4(e) and except
for any liability under Section 7, nor shall any Underwriter be under any
liability to the Company, except for any liability under Section 7.
(c) If the Representative elects to terminate this Agreement
as provided in this Section , the Company shall be notified promptly by the
Representative by telephone, confirmed in writing.
7. Indemnification. (a) The Company will indemnify and hold harmless
each Underwriter and each person, if any, who controls such Underwriter within
the meaning of the Act against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter or such controlling person may become
subject, under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or allegedly untrue statement of any
material fact contained in the Registration Statement, any preliminary
prospectus, the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and will reimburse each Underwriter and each such controlling person
for any legal or other expenses reasonably incurred by such Underwriter or such
controlling person in connection with investigation or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or allegedly untrue statement or omission or alleged omission
made in the Registration Statement, any preliminary prospectus, or the
Prospectus, or any amendment or supplement thereto, in reliance
<PAGE> 24
-24-
upon and in conformity with written information furnished to the Company by any
Underwriter specifically for use in the preparation thereof. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.
(b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities,
joint or several, to which the Company or any such director, officer or
controlling person may become subject, under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
allegedly untrue statement of any material fact contained in the Registration
Statement, any preliminary prospectus, or the Prospectus, or any amendment or
supplement thereto, or arise out of or based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or allegedly untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such Underwriter specifically
for use in the preparation thereof; and will reimburse the Company for any legal
or other expenses reasonably incurred by the Company or any such director,
officer or controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred.
This indemnity agreement will be in addition to any liability which such
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against an indemnifying party
under this Section , notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section . In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party, similarly notified,
(except in the circumstances set forth in clause (i) and (ii) of this sentence)
to assume the defense thereof, with counsel satisfactory to such indemnified
party, and
<PAGE> 25
-25-
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation, unless, (i) the
employment of additional counsel has been authorized in writing by the
indemnifying party in connection with defending such action, or (ii)
representation of both the indemnifying party and the indemnified party by the
same counsel is inappropriate by applicable standards of professional conduct
for attorneys in the jurisdiction where suit is instituted due to actual or
potential conflicting interests between them (it being understood that the
indemnifying party shall not be liable for the expense of more than one separate
counsel (in addition to local counsel) representing the indemnified parties in
such action). No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(d) No indemnity by the Company hereunder shall apply in
respect of (i) any preliminary prospectus furnished to a person to whom any of
the Bonds are sold unless a copy of the Prospectus is furnished by an
Underwriter or securities dealer to such person at or prior to the furnishing of
the written confirmation of such sale or mailed to such person with such
confirmation or (ii) any preliminary prospectus or Prospectus used by an
Underwriter or securities dealer after the same has been superseded by an
amended or supplemented preliminary prospectus or Prospectus supplied by the
Company to the Representative for the use of the Underwriters and securities
dealers. As used in this Section 7(d), the terms "preliminary prospectus" and
"Prospectus" do not include any Incorporated Document.
(e) If the indemnification provided for in subparagraph (a) or
(b) above should not be available to an indemnified party in respect of any
losses, claims, damages, liabilities and expenses referred to therein, then the
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as
is appropriate to reflect the relative benefits received by the
<PAGE> 26
-26-
indemnifying party on the one hand and such indemnified party on the other from
the offering of the Bonds, and also the relative fault of the indemnifying party
on the one hand and such indemnified party on the other in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities and expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the
Underwriters shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bears to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company and the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(f) The parties hereto agree that it would not be just and
equitable if contribution were to be determined by pro rata allocation (even if
the Underwriters were to be treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim (which shall be limited as provided in
subparagraph (c) above if the indemnifying party shall have assumed the defense
of any such action in accordance with the provisions thereof). No person guilty
of fraudulent misrepresentation shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
8. Representations and Indemnities to Survive. All representations
and warranties of the Company contained herein and in the certificate or
certificates delivered pursuant to Section 5(g) and the indemnity agreements
contained in Section 7 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company or any officer, director
or controlling person, and shall survive delivery of and payment for the Bonds
and, in the case of the indemnity agreements contained in Section 7, any
termination of this Agreement.
<PAGE> 27
-27-
9. Notices. Except as otherwise provided herein, all communications
hereunder shall be in writing and if sent to the Underwriters shall be mailed,
delivered or transmitted by facsimile and confirmed to the Representative at the
address set forth in Schedule I hereto, or if sent to the Company shall be
mailed, delivered or transmitted by facsimile and confirmed to it, c/o Senior
Vice President, Treasurer and Chief Financial Officer, 800 King Street, P.O. Box
231, Wilmington, Delaware 19899. Any such address may be changed from time to
time by notice as aforesaid.
10. Parties. This Agreement shall inure to the benefit of and be
binding upon the Underwriters and the Company and their respective successors
and assigns. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person or corporation, other than the parties
hereto, their respective successors and assigns and the controlling persons,
officers and directors referred to in Section 7, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained; this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of the parties
hereto, their respective successors and assigns and said controlling persons,
officers and directors, and for the benefit of no other person or corporation.
No purchaser of any of the Bonds through or from any Underwriter shall be
construed a successor or assign by reason merely of such purchase.
11. Underwriters Not Agents of the Company. Nothing herein contained
shall constitute the Underwriters, or any of them, agents or representatives of
the Company, or authorize them to act for or on behalf of the Company in any
capacity.
12. Controlling Law. Although the place of performance of certain
obligations under this Agreement is stated to be outside of Delaware, it is the
express intention of the parties hereto that this Agreement shall be governed by
and construed in accordance with the laws of Delaware, without regard to choice
of law principles.
13. Effect of Agreement. It is the intent of the parties hereto
that, with respect to the offering and sale of the Bonds contemplated hereby,
the terms and conditions of this Agreement supersede those contained in the
Distribution Agreement, dated _____________, by and among the Company and
_________________________________________________________________ ______, as
agents.
<PAGE> 28
-28-
If the foregoing correctly sets forth the understanding between the
Company and the Underwriters, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement between
the Company and the Underwriters severally.
Very truly yours,
DELMARVA POWER & LIGHT COMPANY
By:_______________________________
Senior Vice President
ACCEPTED as of the date first
above written, as Underwriters
and as Representatives of the
other Underwriters named in
Schedule II.
[REPRESENTATIVES]
By:_______________________________
Title:
<PAGE> 29
-29-
SCHEDULE I
Underwriting Agreement dated
Registration Statement No.
Representatives and Address:
SECURITIES:
DESIGNATION: First Mortgage Bonds, Series _,
__% Bonds Due ______ __, 20__
PRINCIPAL AMOUNT: $___________
Supplemental Indenture dated as of October
1, 1994
DATE OF MATURITY: ______ __, 20__
INTEREST RATE: __% per annum, payable _______ 1
and __________ 1 of each year, commencing
_____________
PURCHASE PRICE: _____% of the principal amount
thereof, plus accrued interest, if any,
from ______ __, 199_, to the date of
payment and delivery
PUBLIC OFFERING PRICE: ___% of the principal
amount thereof, plus accrued interest, if
any, from ______ __, 199_ to the date of
payment and delivery
<PAGE> 30
-30-
REDEMPTION TERMS: redeemable on and after
______ 1, 20__ on any date prior to
maturity at the following general
redemption prices, plus accrued interest:
<TABLE>
<CAPTION>
If redeemed during If redeemed
the General during the General
12 month period Redemption 12 month period Redemption
ending ___ Price ending ____ Price
___________ ______ ____________ _____
<S> <C> <C> <C>
</TABLE>
SINKING FUND: None
CLOSING DATE AND LOCATION:
<PAGE> 31
-31-
SCHEDULE II
<TABLE>
<CAPTION>
Principal Amount
Underwriter of Bonds
- ----------- ----------------
<S> <C>
</TABLE>
<PAGE> 32
-32-
SCHEDULE III
(i) They are independent public accountants within the meaning of the Act
and the applicable published rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements of the
Company and subsidiary companies ("Companies") examined by them and incorporated
by reference in the Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the Act and the Exchange
Act and the published rules and regulations thereunder;
(iii) On the basis of procedures performed specified by the American
Institute of Public Accountants for a review of interim financial information as
described in SAS No. 71 (but not an examination in accordance with generally
accepted auditing standards) on the unaudited interim consolidated financial
statements of the Company as set forth in the Company's Quarterly Reports on
Form 10-Q incorporated by reference in the Prospectus, if any, a reading of the
the latest available unaudited interim consolidated financial statements, if
any, of the Company subsequent to the financial statements incorporated by
reference in the Prospectus and the minutes of meetings of the Board of
Directors and stockholders of the Company and inquiries of officers and other
employees of the Company responsible for accounting matters and other specified
procedures, nothing has come to their attention which causes them to believe
that (A) the unaudited consolidated financial statements incorporated by
reference in the Prospectus, if any, do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act as it
applies to Form 10-Q and the related published rules and regulations thereunder
or that any material modifications should be made to such unaudited consolidated
financial statements for them to be in conformity with generally accepted
accounting principles; (B) the unaudited interim consolidated financial
statements, if any, for periods subsequent to the financial statements
incorporated by reference in the Prospectus are not fairly stated on a basis
substantially consistent with that of the audited consolidated financial
statements; (C) at a specified date not more than three days prior to the date
of such letter, there was any change in the capital stock of the Companies or in
their
<PAGE> 33
-33-
long-term debt, any increase in their short-term debt or any decrease in their
consolidated net assets, in each case as compared with amounts shown in the most
recent unaudited interim consolidated balance sheet incorporated by reference in
the Prospectus; or (D) for the period from the date of the most recent audited
or unaudited consolidated financial statements incorporated by reference in the
Prospectus to a subsequent date not more than five days prior to the date of
such letter, there were any decreases, as compared with the corresponding period
in the preceding year, in consolidated operating revenues, operating income, net
income, earnings applicable to common stock and earnings per average share of
common stock of the Company; except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur or which (i) are
described in such letter and (ii) as so described, are determined by the
Representative in its discretion, not to be material; and
(iv) They have compared the dollar amounts (or percentages derived from
such dollar amounts), ratios and other financial information as agreed upon
contained in (A) the Prospectus, (B) the Company's latest Annual Report on Form
10-K incorporated by reference into the Prospectus, and (C) the Company's latest
Quarterly Report on Form 10-Q incorporated by reference into the Prospectus and
(D) the Company's Current Reports on Form 8-K incorporated by reference into the
Prospectus, (in each case to the extent that such dollar amounts, percentages,
ratios and other financial information are derived from the general accounting
records of the Company subject to the internal controls of the Company's
accounting system, or are derived directly from such records by analysis or
computation) with the results obtained from inquiries, a reading of such general
accounting records and other procedures specified in such letter, and have found
such dollar amounts, percentages, ratios and other financial information to be
in agreement with such results except as otherwise specified in such letter.
<PAGE> 1
EXHIBIT 4-L
THIS INSTRUMENT PREPARED BY:
/s/Terry L. Latimer
----------------------------------
Terry L. Latimer
Delmarva Power & Light Company
800 King Street
Wilmington, DE 19801
DELMARVA POWER & LIGHT COMPANY
TO
CHEMICAL BANK,
Trustee.
NINETY-FIRST SUPPLEMENTAL
INDENTURE
Dated as of January 1, 1996
(but executed on the dates shown on the execution page)
<PAGE> 2
This NINETY-FIRST SUPPLEMENTAL INDENTURE, dated as of the first day of
January, 1996 (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 Ninety-First 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 ninety indentures supplemental to said Original Indenture
dated as of October 1, 1943, of which ninety supplemental indentures the
Ninetieth Supplemental Indenture is dated as of June 1, 1995, the Original
Indenture has been modified and supplemented (hereinafter, as so supplemented
and amended, called the "Indenture"); and
WHEREAS, the execution and delivery of this Ninety-First 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 Ninety-First Supplemental Indenture a valid,
binding and legal instrument in accordance with its terms, for the purposes
herein expressed, and the execution and delivery hereof, have been in all
respects duly authorized; and
WHEREAS, it is provided in and by the 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 heretofore has not been specifically conveyed to the
Trustee;
NOW, THEREFORE, this NINETY-FIRST SUPPLEMENTAL INDENTURE WITNESSETH
that for and in consideration of the premises and in pursuance of the provisions
of the 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 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 the Indenture and particularly of Article
IX thereof:
-2-
<PAGE> 3
No. 1 - All that lot or parcel of land situate in Dorchester County,
Maryland containing 4.233 acres, more or less, and described in a survey of Mc
Crone, Inc. dated January 1994 and being more particularly described in and was
conveyed to Delmarva Power & Light Company by deed of Roland Witt and Rhonda L.
Witt, his wife, dated January 13, 1995 and recorded in the land records of
Dorchester County, Maryland in Liber 315, Folio 770.
No. 2 - All that lot or parcel of land situate in Dorchester County,
Maryland containing 1.69 acres, more or less, and described in a survey of Mc
Crone, Inc. dated January 1994 and being more particularly described in and was
conveyed to Delmarva Power & Light Company by deed of Roland Witt and Rhonda L.
Witt, his wife, dated January 13, 1995 and recorded in the land records of
Dorchester County, Maryland in Liber 315, Folio 770.
No. 3 - An individual 7.4% interest in all that parcel of land, with
building and improvements thereon, situate in Lower Providence Township,
Montgomery County, Pennsylvania containing 4.208 acres, more or less, and
described in a survey of Yerkes Engineering Co., dated August 17, 1959 and being
more particularly described in and was conveyed as tenants in common to Delmarva
Power & Light Company, Public Service Electric and Gas Company, Philadelphia
Electric Company, Pennsylvania Power & Light Company, Baltimore Gas and Electric
Company, Jersey Central Power & Light Company, Metropolitan Edison Company,
Pennsylvania Electric Company, Potomac Electric Power Company, and Atlantic City
Electric Company by deed of Philadelphia Electric Company, dated July 17, 1992,
and recorded in the land records of Montgomery County, Pennsylvania in Book
5031, Page 583.
No. 4 - An individual 7.4% interest in all that tract or parcel of
ground with the buildings and improvements thereon, situate in Lower Providence
Township, Montgomery County, Pennsylvania containing 4.696 acres, more or less,
and described in a survey by George C. Bebe, Registered Professional Engineer,
for Robert E. Lamb, Inc., dated May 16, 1968 and being more particularly
described in and was conveyed as tenants in common to Delmarva Power & Light
Company, Public Service Electric and Gas Company, PECO Energy Company,
Pennsylvania Power & Light Company, Baltimore Gas and Electric Company, Jersey
Central Power & Light Company, Metropolitan Edison Company, Pennsylvania
Electric Company, Potomac Electric Power Company, and Atlantic City Electric
Company by deed of PECO Energy Company, dated July 13, 1995, and recorded in the
land records of Montgomery County, Pennsylvania in Book 5129, Page 1538.
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, 1995, and not heretofore specifically subjected to the lien of the
Indenture.
Also without limitation of the generality of the foregoing, the
easements and rights-of-way and other rights in or not used in connection with
the Company's operations, which are conveyed to the Company and recorded in the
following Real Property Deed Record to which reference is made for a more
particular description, to wit:
-3-
<PAGE> 4
STATE AND COUNTY
DELAWARE
KENT
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
10/07/94 RMW 102 125 01/05/95 RMW 112 303
10/07/94 RMW 102 127 01/05/95 RMW 112 305
10/07/94 RMW 102 129 01/05/95 RMW 112 308
10/07/94 RMW 102 131 01/10/95 RMW 112 297
10/07/94 RMW 102 133 01/30/95 MTSD 115 130
10/07/94 RMW 102 135 02/24/95 MTSD 118 111
10/07/94 RMW 102 137 02/24/95 MTSD 118 113
11/01/94 RMW 105 040 05/03/95 RMW 121 268
11/01/94 RMW 105 042 05/11/95 RMW 125 198
12/06/94 RMW 109 029 05/11/95 RMW 125 200
12/06/94 RMW 109 031 08/04/95 RMW 136 332
12/06/94 RMW 109 033 08/04/95 RMW 136 334
01/05/95 RMW 112 299 02/06/96 RMW 158 012
01/05/95 RMW 112 301 02/06/96 RMW 158 015
</TABLE>
STATE AND COUNTY
DELAWARE
NEW CASTLE
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
02/09/95 MBB 1880 015 03/29/95 MBB 1899 210
02/28/95 MBB 1887 009 03/29/95 MBB 1899 212
02/28/95 MBB 1887 011 03/29/95 MBB 1899 214
02/28/95 MBB 1887 013 03/29/95 MBB 1899 216
02/28/95 MBB 1887 015 03/29/95 MBB 1899 218
02/28/95 MBB 1887 017 03/29/95 MBB 1899 220
02/28/95 MBB 1887 019 04/07/95 MBB 1905 258
03/29/95 MBB 1899 196 05/04/95 MBB 1917 311
03/29/95 MBB 1899 200 05/04/95 MBB 1917 314
03/29/95 MBB 1899 204 05/04/95 MBB 1917 317
03/29/95 MBB 1899 208 05/04/95 MBB 1917 319
</TABLE>
-4-
<PAGE> 5
(CONTINUED)
STATE AND COUNTY
DELAWARE
NEW CASTLE
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
05/04/95 MBB 1917 321 06/30/95 MBB 1943 128
05/04/95 MBB 1917 323 06/30/95 MBB 1943 130
05/04/95 MBB 1917 325 06/30/95 MBB 1943 132
05/04/95 MBB 1917 327 06/30/95 MBB 1943 134
05/04/95 MBB 1917 329 08/02/95 MBB 1959 279
05/04/95 MBB 1917 331 08/02/95 MBB 1959 285
05/04/95 MBB 1917 333 08/02/95 MBB 1959 287
05/04/95 MBB 1917 335 08/02/95 MBB 1959 291
05/04/95 MBB 1917 337 08/02/95 MBB 1959 293
05/04/95 MBB 1917 339 08/02/95 MBB 1959 295
05/04/95 MBB 1917 341 08/02/95 MBB 1959 297
06/06/95 MBB 1931 250 08/02/95 MBB 1959 299
06/06/95 MBB 1931 252 08/02/95 MBB 1959 301
06/06/95 MBB 1931 254 08/02/95 MBB 1959 304
06/06/95 MBB 1931 256 09/12/95 MBB 1979 276
06/06/95 MBB 1931 258 09/12/95 MBB 1979 278
06/06/95 MBB 1931 260 09/12/95 MBB 1979 280
06/06/95 MBB 1931 262 09/12/95 MBB 1979 282
06/06/95 MBB 1931 264 09/12/95 MBB 1979 285
06/06/95 MBB 1931 266 09/12/95 MBB 1979 288
06/06/95 MBB 1931 268 09/25/95 MBB 1984 178
06/06/95 MBB 1931 270 09/25/95 MBB 1984 180
06/06/95 MBB 1931 272 09/25/95 MBB 1984 189
06/06/95 MBB 1931 274 09/25/95 MBB 1984 192
06/06/95 MBB 1931 276 09/25/95 MBB 1984 194
06/30/95 MBB 1943 112 09/25/95 MBB 1984 196
06/30/95 MBB 1943 114 09/25/95 MBB 1984 198
06/30/95 MBB 1943 116 09/25/95 MBB 1984 200
06/30/95 MBB 1943 118 09/25/95 MBB 1984 202
06/30/95 MBB 1943 120 09/25/95 MBB 1984 204
06/30/95 MBB 1943 122 09/25/95 MBB 1984 207
06/30/95 MBB 1943 124 09/25/95 MBB 1984 210
06/30/95 MBB 1943 126 09/25/95 MBB 1984 212
</TABLE>
-5-
<PAGE> 6
(CONTINUED)
STATE AND COUNTY
DELAWARE
NEW CASTLE
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
09/25/95 MBB 1984 225 11/30/95 MBB 2017 215
09/25/95 MBB 1984 242 12/19/95 MBB 2029 032
10/27/95 MBB 2003 125 12/19/95 MBB 2029 034
10/27/95 MBB 2003 127 12/19/95 MBB 2029 036
10/27/95 MBB 2003 129 12/19/95 MBB 2029 038
10/27/95 MBB 2003 131 12/19/95 MBB 2029 040
10/27/95 MBB 2003 133 12/19/95 MBB 2029 042
10/27/95 MBB 2003 135 12/19/95 MBB 2029 044
10/27/95 MBB 2003 137 12/19/95 MBB 2029 048
10/27/95 MBB 2003 139 12/19/95 MBB 2029 052
10/27/95 MBB 2003 141 12/19/95 MBB 2029 056
10/27/95 MBB 2003 143
</TABLE>
STATE AND COUNTY
DELAWARE
SUSSEX
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/20/95 FXR 2039 332 06/19/95 FXR 2057 057
03/20/95 FXR 2039 332 06/19/95 FXR 2057 059
03/20/95 FXR 2040 116 06/19/95 FXR 2057 061
04/28/95 FXR 2047 018 06/19/95 FXR 2057 063
04/28/95 FXR 2047 020 06/19/95 FXR 2057 065
04/28/95 FXR 2047 022 06/19/95 FXR 2057 067
04/28/95 FXR 2047 024 06/19/95 FXR 2057 069
04/28/95 FXR 2047 027 06/19/95 FXR 2057 071
04/28/95 FXR 2047 029 06/19/95 FXR 2057 073
06/19/95 FXR 2057 053 06/19/95 FXR 2057 075
06/19/95 FXR 2057 055 06/19/95 FXR 2057 077
</TABLE>
-6-
<PAGE> 7
(CONTINUED)
STATE AND COUNTY
DELAWARE
SUSSEX
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
06/19/95 FXR 2057 079 10/27/95 FXR 2084 069
06/19/95 FXR 2057 081 10/27/95 FXR 2084 072
06/19/95 FXR 2057 083 10/27/95 FXR 2084 075
06/19/95 FXR 2057 085 12/06/95 FXR 2092 192
06/19/95 FXR 2057 087 12/06/95 FXR 2092 194
06/19/95 FXR 2057 089 12/06/95 FXR 2092 196
06/19/95 FXR 2057 091 12/06/95 FXR 2092 199
06/29/95 FXR 2059 142 12/06/95 FXR 2092 202
06/29/95 FXR 2059 144 12/06/95 FXR 2092 204
06/29/95 FXR 2059 146 12/06/95 FXR 2092 206
06/29/95 FXR 2059 148 12/06/95 FXR 2092 208
06/29/95 FXR 2059 150 12/06/95 FXR 2092 210
06/29/95 FXR 2059 152 12/06/95 FXR 2092 215
07/27/95 FXR 2065 095 12/06/95 FXR 2092 218
07/27/95 FXR 2065 097 12/12/95 FXR 2094 060
07/27/95 FXR 2065 099 12/18/95 FXR 2095 146
07/27/95 FXR 2065 101 02/01/96 FXR 2103 317
08/16/95 FXR 2069 114 02/01/96 FXR 2103 326
08/16/95 FXR 2069 116 02/01/96 FXR 2103 328
08/16/95 FXR 2069 119 02/01/96 FXR 2103 330
08/16/95 FXR 2069 121 02/01/96 FXR 2103 332
09/25/95 FXR 2077 006 02/01/96 FXR 2103 334
09/25/95 FXR 2077 008 02/01/96 FXR 2103 336
09/25/95 FXR 2077 010 02/01/96 FXR 2103 338
10/27/95 FXR 2084 063 02/01/96 FXR 2103 340
10/27/95 FXR 2084 065 02/22/96 FXR 2107 247
10/27/95 FXR 2084 067
</TABLE>
-7-
<PAGE> 8
STATE AND COUNTY
VIRGINIA
ACCOMACK
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
05/04/95 SHC 0690 182 07/01/95 SHC 694 557
05/04/95 SHC 0690 182 07/01/95 SHC 694 560
05/04/95 SHC 0690 182 07/01/95 SHC 694 563
05/30/95 SHC 692 065 07/11/95 SHC 696 028
05/30/95 SHC 692 427 09/26/95 SHC 699 704
07/01/95 SHC 694 551 10/30/95 SHC 702 225
07/01/95 SHC 694 554 02/23/96 SHC 709 415
</TABLE>
STATE AND COUNTY
VIRGINIA
NORTHAMPTON
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
06/01/95 CEG 274 739 06/22/95 CEG 275 225
06/01/95 CEG 274 741 02/27/95 KFA 273 173
06/01/95 CEG 274 743 02/27/95 KFA 273 175
</TABLE>
-8-
<PAGE> 9
STATE AND COUNTY
MARYLAND
SOMERSET
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
09/25/95 ITP 432 492 02/23/96 ITP 436 320
09/25/95 ITP 432 495 02/23/96 ITP 436 323
</TABLE>
STATE AND COUNTY
MARYLAND
WICOMICO
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/22/95 MSB 1432 806 10/30/95 MSB 1460 296
05/03/95 MSR 1438 039 10/30/95 MSB 1460 299
05/03/95 MSR 1438 041 10/30/95 MSB 1460 301
05/03/95 MSR 1438 043 10/30/95 MSB 1460 303
05/03/95 MSR 1438 045 10/30/95 MSB 1460 309
05/03/95 MSR 1438 047 10/30/95 MSB 1460 311
06/02/95 MSB 1441 536 10/30/95 MSB 1460 313
06/02/95 MSB 1441 538 10/30/95 MSB 1460 315
06/30/95 MSB 1444 651 12/05/95 MSB 1464 537
06/30/95 MSB 1444 654 12/05/95 MSB 1464 539
06/30/95 MSB 1444 657 12/05/95 MSB 1464 541
06/30/95 MSB 1444 660 12/26/95 MSB 1467 379
07/27/95 MSB 1447 509
07/27/95 MSB 1447 511
07/27/95 MSB 1447 513
07/27/95 MSB 1447 515
08/07/95 MSB 1448 657
08/17/95 MSB 1450 682
08/17/95 MSB 1450 684
09/25/95 MSB 1455 448
09/25/95 MSB 1455 450
01/30/96 MSB 1471 297
02/06/96 MSB 1472 158
</TABLE>
-9-
<PAGE> 10
STATE AND COUNTY
MARYLAND
TALBOT
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/22/95 MAS 799 141 07/28/95 MAS 807 581
05/04/95 MAS 802 320 08/17/95 MAS 809 301
05/04/95 MAS 802 323 08/17/95 MAS 809 304
05/04/95 MAS 802 326 08/17/95 MAS 809 307
05/04/95 MAS 802 329 08/17/95 MAS 809 310
05/04/95 MAS 802 332 10/02/95 MAS 812 808
06/05/95 MAS 804 337 10/30/95 MAS 814 421
06/05/95 MAS 804 340 10/30/95 MAS 814 424
06/05/95 MAS 804 343 02/23/96 MAS 822 294
06/05/95 MAS 804 346 02/23/96 MAS 822 297
07/06/95 MAS 806 377 02/23/96 MAS 822 300
07/06/95 MAS 806 380 02/23/96 MAS 822 303
07/06/95 MAS 806 383 02/23/96 MAS 822 306
07/06/95 MAS 806 386 02/23/96 MAS 822 309
07/06/95 MAS 806 389 02/23/96 MAS 822 312
</TABLE>
STATE AND COUNTY
MARYLAND
DORCHESTER
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/10/95 MLB 317 644 08/22/95 MLB 324 651
03/10/95 MLB 317 647 08/22/95 MLB 324 654
03/10/95 MLB 317 650 08/22/95 MLB 324 657
05/12/95 MLB 320 051 09/25/95 MLB 326 107
</TABLE>
-10-
<PAGE> 11
STATE AND COUNTY
MARYLAND
QUEEN ANNE
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/29/95 SM 490 630 07/27/95 SM 501 331
03/29/95 SM 490 632 07/27/95 SM 501 334
04/12/95 SM 491 899 07/27/95 SM 501 337
04/12/95 SM 491 902 09/25/95 SM 507 140
04/12/95 SM 491 905 09/25/95 SM 507 143
05/03/95 SM 493 750 09/25/95 SM 507 146
05/03/95 SM 493 753 09/25/95 SM 507 149
05/03/95 SM 493 756 10/30/95 SM 510 345
05/03/95 SM 493 759 10/30/95 SM 510 348
05/03/95 SM 493 762 10/30/95 SM 510 351
06/02/95 SM 496 318 10/30/95 SM 510 354
06/02/95 SM 496 321 10/30/95 SM 510 361
06/02/95 SM 496 324 10/30/95 SM 510 369
07/27/95 SM 501 325 10/30/95 SM 510 373
07/27/95 SM 501 328 02/23/96 SM 521 616
02/23/96 SM 521 619
</TABLE>
STATE AND COUNTY
MARYLAND
CAROLINE
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
04/04/95 FDM 281 621 09/27/95 FDM 287 836
04/04/95 FDM 281 624 11/03/95 FDM 289 750
04/04/95 FDM 281 627 12/06/95 FDM 291 180
06/02/95 FDM 282 746 12/06/95 FDM 291 183
06/02/95 FDM 282 750 12/18/95 FDM 291 683
06/29/95 FDM 283 995 02/23/96 FDM 294 219
09/27/95 FDM 287 827 02/23/96 FDM 294 222
09/27/95 FDM 287 830 02/23/96 FDM 294 225
02/23/96 FDM 294 228
02/23/96 FDM 294 231
</TABLE>
-11-
<PAGE> 12
STATE AND COUNTY
MARYLAND
WORCESTER
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/28/95 RHO 2146 132 08/30/95 RHO 2192 299
05/03/95 RHO 2158 029 08/30/95 RHO 2192 302
05/03/95 RHO 2158 032 08/30/95 RHO 2192 308
05/03/95 RHO 2158 035 10/30/95 RHO 2207 367
05/03/95 RHO 2166 262 10/30/95 RHO 2207 369
05/03/95 RHO 2166 265
</TABLE>
STATE AND COUNTY
MARYLAND
KENT
<TABLE>
<CAPTION>
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/27/95 MLM 074 233 07/27/95 MLM 080 497
05/03/95 MLM 076 426 08/30/95 MLM 082 366
05/03/95 MLM 076 429 08/30/95 MLM 082 369
05/03/95 MLM 076 432 09/25/95 MLM 083 432
06/08/95 MLM 078 243 09/25/95 MLM 083 435
07/27/95 MLM 080 494 01/31/96 MLM 090 511
01/31/96 MLM 090 514
</TABLE>
-12-
<PAGE> 13
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
10/23/45 RRC 012 209 12/11/45 RRC 012 451
10/23/45 RRC 012 211 12/11/45 RRC 012 453
10/23/45 RRC 012 213 12/11/45 RRC 012 455
10/23/45 RRC 012 215 12/13/45 RRC 012 465
10/23/45 RRC 012 217 12/13/45 RRC 012 467
10/23/45 RRC 012 219 12/18/45 RRC 012 485
10/23/45 RRC 012 221 12/22/45 RRC 012 499
10/23/45 RRC 012 223 01/08/46 RRC 014 017
10/23/45 RRC 012 225 01/08/46 RRC 014 019
10/23/45 RRC 012 227 01/22/46 RRC 014 073
11/15/45 RRC 012 339 01/22/46 RRC 014 075
11/15/45 RRC 012 341 01/22/46 RRC 014 077
11/15/45 RRC 012 343 01/22/46 RRC 014 079
11/15/45 RRC 012 345 01/22/46 RRC 014 081
11/15/45 RRC 012 347 01/22/46 RRC 014 083
11/29/45 RRC 012 391 02/09/46 RRC 014 161
11/29/45 RRC 012 393 02/09/46 RRC 014 163
11/29/45 RRC 012 395 02/09/46 RRC 014 165
11/29/45 RRC 012 397 02/09/46 RRC 014 167
11/29/45 RRC 012 399 02/13/46 RRC 014 193
12/11/45 RRC 012 432 02/13/46 RRC 014 195
12/11/45 RRC 012 433 02/13/46 RRC 014 197
12/11/45 RRC 012 437 02/13/46 RRC 014 199
12/11/45 RRC 012 439 02/13/46 RRC 014 201
12/11/45 RRC 012 441 02/13/46 RRC 014 203
12/11/45 RRC 012 443 02/13/46 RRC 014 205
12/11/45 RRC 012 445 02/13/46 RRC 014 207
12/11/45 RRC 012 447 03/04/46 RRC 014 285
12/11/45 RRC 012 449 03/04/46 RRC 014 287
</TABLE>
-13-
<PAGE> 14
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/04/46 RRC 014 289 03/27/46 RRC 014 498
03/04/46 RRC 014 291 03/28/46 RRC 014 509
03/04/46 RRC 014 293 04/09/46 RRC 016 065
03/04/46 RRC 014 295 04/09/46 RRC 016 067
03/04/46 RRC 014 297 04/09/46 RRC 016 069
03/04/46 RRC 014 299 04/18/46 RRC 016 145
03/04/46 RRC 014 301 04/18/46 RRC 016 147
03/04/46 RRC 014 303 04/18/46 RRC 016 149
03/04/46 RRC 014 305 04/18/46 RRC 016 151
03/06/46 RRC 014 345 04/18/46 RRC 016 153
03/06/46 RRC 014 347 04/18/46 RRC 016 155
03/06/46 RRC 014 349 04/18/46 RRC 016 157
03/06/46 RRC 014 353 04/18/46 RRC 016 159
03/06/46 RRC 014 355 04/18/46 RRC 016 161
03/08/46 RRC 014 367 04/18/46 RRC 016 163
03/08/46 RRC 014 367 04/18/46 RRC 016 165
03/08/46 RRC 014 369 04/18/46 RRC 016 167
03/14/46 RRC 014 351 04/18/46 RRC 016 169
03/27/46 RRC 014 477 04/18/46 RRC 016 171
03/27/46 RRC 014 479 04/22/46 RRC 016 187
03/27/46 RRC 014 481 04/22/46 RRC 016 189
03/27/46 RRC 014 483 04/22/46 RRC 016 191
03/27/46 RRC 014 485 04/22/46 RRC 016 193
03/27/46 RRC 014 487 04/22/46 RRC 016 195
03/27/46 RRC 014 489 04/22/46 RRC 016 197
03/27/46 RRC 014 491 05/07/46 RRC 016 315
03/27/46 RRC 014 493 05/07/46 RRC 016 317
03/27/46 RRC 014 495 05/07/46 RRC 016 319
03/27/46 RRC 014 497 05/07/46 RRC 016 321
</TABLE>
-14-
<PAGE> 15
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
05/07/46 RRC 016 323 07/23/46 RRC 017 311
05/14/46 RRC 016 357 07/23/46 RRC 017 313
05/14/46 RRC 016 359 07/23/46 RRC 017 315
05/14/46 RRC 016 361 07/25/46 RRC 017 323
05/14/46 RRC 016 363 07/25/46 RRC 017 325
06/03/46 RRC 016 481 08/07/46 RRC 017 383
06/03/46 RRC 016 483 08/07/46 RRC 017 385
06/03/46 RRC 016 485 08/07/46 RRC 017 387
06/03/46 RRC 016 487 08/07/46 RRC 017 389
06/03/46 RRC 016 489 08/07/46 RRC 017 391
06/20/46 RRC 017 087 08/07/46 RRC 017 393
06/20/46 RRC 017 089 08/07/46 RRC 017 395
06/20/46 RRC 017 091 08/07/46 RRC 017 397
06/20/46 RRC 017 093 08/07/46 RRC 017 399
06/20/46 RRC 017 095 08/22/46 RRC 017 477
06/20/46 RRC 017 097 08/22/46 RRC 017 481
06/20/46 RRC 017 099 08/22/46 RRC 017 483
06/20/46 RRC 017 101 08/22/46 RRC 017 485
06/20/46 RRC 017 103 08/22/46 RRC 017 489
06/20/46 RRC 017 105 09/14/46 RRC 019 063
06/20/46 RRC 017 107 09/14/46 RRC 019 065
07/01/46 RRC 017 169 09/14/46 RRC 019 067
07/01/46 RRC 017 171 09/14/46 RRC 019 069
07/01/46 RRC 017 173 09/14/46 RRC 019 071
07/01/46 RRC 017 175 09/14/46 RRC 019 073
07/01/46 RRC 017 177 09/17/46 RRC 019 083
07/01/46 RRC 017 179 09/17/46 RRC 019 085
07/01/46 RRC 017 181 09/17/46 RRC 019 087
07/23/46 RRC 017 309 09/17/46 RRC 019 089
</TABLE>
-15-
<PAGE> 16
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
09/17/46 RRC 019 091 11/12/46 RRC 019 485
09/17/46 RRC 019 093 11/12/46 RRC 019 487
09/17/46 RRC 019 095 11/12/46 RRC 019 489
09/17/46 RRC 019 097 11/12/46 RRC 019 491
09/17/46 RRC 019 099 11/12/46 RRC 019 493
09/17/46 RRC 019 101 11/12/46 RRC 019 495
09/17/46 RRC 019 103 11/12/46 RRC 019 497
09/17/46 RRC 019 105 11/12/46 RRC 019 499
09/17/46 RRC 019 107 11/12/46 RRC 019 501
09/17/46 RRC 019 109 11/12/46 RRC 019 503
10/09/46 RRC 019 273 11/12/46 RRC 019 505
10/09/46 RRC 019 275 11/12/46 RRC 019 507
10/09/46 RRC 019 277 11/29/46 RRC 021 107
10/09/46 RRC 019 279 11/29/46 RRC 021 109
10/09/46 RRC 019 281 11/29/46 RRC 021 111
10/30/46 RRC 019 409 11/29/46 RRC 021 113
10/30/46 RRC 019 411 11/29/46 RRC 021 115
10/30/46 RRC 019 413 11/29/46 RRC 021 117
10/30/46 RRC 019 415 11/29/46 RRC 021 119
10/30/46 RRC 019 417 11/29/46 RRC 021 121
10/30/46 RRC 019 419 11/29/46 RRC 021 123
10/30/46 RRC 019 421 11/29/46 RRC 021 125
10/30/46 RRC 019 423 11/29/46 RRC 021 127
10/30/46 RRC 019 425 12/17/46 RRC 021 195
10/30/46 RRC 019 427 12/17/46 RRC 021 197
10/30/46 RRC 019 429 12/17/46 RRC 021 199
10/30/46 RRC 019 431 12/17/46 RRC 021 201
10/30/46 RRC 019 433 12/17/46 RRC 021 203
11/12/46 RRC 019 483 12/17/46 RRC 021 205
</TABLE>
-16-
<PAGE> 17
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
12/17/46 RRC 021 207 02/21/47 RRC 023 029
12/17/46 RRC 021 209 02/21/47 RRC 023 031
12/23/46 RRC 021 222 02/28/47 RRC 023 059
12/24/46 RRC 021 243 02/28/47 RRC 023 061
01/13/47 RRC 021 345 02/28/47 RRC 023 063
01/13/47 RRC 021 347 03/12/47 RRC 023 123
01/13/47 RRC 021 349 03/12/47 RRC 023 125
01/13/47 RRC 021 351 03/12/47 RRC 023 127
01/13/47 RRC 021 353 03/12/47 RRC 023 129
01/13/47 RRC 021 355 03/12/47 RRC 023 133
01/16/47 RRC 021 365 03/24/47 RRC 023 190
01/16/47 RRC 021 367 03/24/47 RRC 023 191
01/20/47 RRC 021 383 03/24/47 RRC 023 193
01/27/47 RRC 021 425 03/24/47 RRC 023 195
02/06/47 RRC 021 485 03/24/47 RRC 023 197
02/06/47 RRC 021 487 03/24/47 RRC 023 199
02/06/47 RRC 021 490 03/24/47 RRC 023 201
02/06/47 RRC 021 493 03/26/47 RRC 023 205
02/06/47 RRC 021 495 04/16/47 RRC 023 347
02/21/47 RRC 023 009 04/16/47 RRC 023 349
02/21/47 RRC 023 011 04/16/47 RRC 023 351
02/21/47 RRC 023 013 04/16/47 RRC 023 353
02/21/47 RRC 023 015 04/18/47 RRC 023 361
02/21/47 RRC 023 017 04/18/47 RRC 023 363
02/21/47 RRC 023 019 04/18/47 RRC 023 365
02/21/47 RRC 023 021 04/18/47 RRC 023 367
02/21/47 RRC 023 023 04/18/47 RRC 023 369
02/21/47 RRC 023 025 04/18/47 RRC 023 371
02/21/47 RRC 023 027 05/02/47 RRC 023 451
</TABLE>
-17-
<PAGE> 18
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
05/02/47 RRC 023 453 07/01/47 RRC 025 271
05/02/47 RRC 023 455 07/01/47 RRC 025 272
05/02/47 RRC 023 457 07/01/47 RRC 025 273
05/02/47 RRC 023 459 07/01/47 RRC 025 274
05/02/47 RRC 023 461 07/01/47 RRC 025 275
05/12/47 RRC 023 512 07/01/47 RRC 025 276
05/20/47 RRC 025 019 07/01/47 RRC 025 277
05/20/47 RRC 025 021 07/01/47 RRC 025 278
05/20/47 RRC 025 023 07/01/47 RRC 025 279
05/20/47 RRC 025 025 07/03/47 RRC 025 423
05/20/47 RRC 025 027 07/03/47 RRC 025 425
06/07/47 RRC 025 103 07/03/47 RRC 025 427
06/07/47 RRC 025 105 07/23/47 RRC 025 345
06/07/47 RRC 025 107 07/23/47 RRC 025 347
06/07/47 RRC 025 109 07/23/47 RRC 025 349
06/07/47 RRC 025 111 07/23/47 RRC 025 351
06/07/47 RRC 025 113 07/23/47 RRC 025 353
06/07/47 RRC 025 114 07/23/47 RRC 025 355
06/19/47 RRC 025 173 07/23/47 RRC 025 357
06/19/47 RRC 025 175 07/23/47 RRC 025 359
06/19/47 RRC 025 177 07/23/47 RRC 025 361
06/19/47 RRC 025 179 07/23/47 RRC 025 363
06/19/47 RRC 025 181 07/23/47 RRC 025 365
06/27/47 RRC 025 227 07/30/47 RRC 025 399
06/27/47 RRC 025 229 07/30/47 RRC 025 401
06/27/47 RRC 025 231 07/30/47 RRC 025 403
06/27/47 RRC 025 233 07/30/47 RRC 025 405
06/27/47 RRC 025 235 07/30/47 RRC 025 407
07/01/47 RRC 025 270 07/30/47 RRC 025 409
</TABLE>
-18-
<PAGE> 19
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/30/47 RRC 025 411 09/19/47 RRC 027 185
07/30/47 RRC 025 413 09/19/47 RRC 027 187
07/30/47 RRC 025 415 09/19/47 RRC 027 225
07/30/47 RRC 025 417 09/19/47 RRC 027 227
07/30/47 RRC 025 419 09/19/47 RRC 027 229
07/30/47 RRC 025 421 09/19/47 RRC 027 231
08/27/47 RRC 027 029 10/05/47 RRC 027 371
08/27/47 RRC 027 031 10/05/47 RRC 027 373
08/27/47 RRC 027 033 10/05/47 RRC 027 375
08/27/47 RRC 027 035 10/05/47 RRC 027 377
08/27/47 RRC 027 037 10/05/47 RRC 027 379
08/27/47 RRC 027 039 10/05/47 RRC 027 381
08/27/47 RRC 027 041 10/05/47 RRC 027 383
08/27/47 RRC 027 043 01/12/48 RRC 029 257
08/27/47 RRC 027 045 01/12/48 RRC 029 259
08/27/47 RRC 027 047 01/12/48 RRC 029 261
08/27/47 RRC 027 049 01/12/48 RRC 029 263
08/27/47 RRC 027 051 01/12/48 RRC 029 267
08/27/47 RRC 027 053 01/20/48 RRC 029 297
09/03/47 RRC 027 083 01/20/48 RRC 029 299
09/19/47 RRC 027 167 01/20/48 RRC 029 301
09/19/47 RRC 027 169 01/20/48 RRC 029 303
09/19/47 RRC 027 171 01/20/48 RRC 029 305
09/19/47 RRC 027 173 01/20/48 RRC 029 307
09/19/47 RRC 027 175 01/20/48 RRC 029 309
09/19/47 RRC 027 177 02/25/48 RRC 029 397
09/19/47 RRC 027 179 02/25/48 RRC 029 398
09/19/47 RRC 027 181 02/25/48 RRC 029 399
09/19/47 RRC 027 183 02/25/48 RRC 029 401
</TABLE>
-19-
<PAGE> 20
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
02/25/48 RRC 029 403 07/22/48 RRC 033 109
02/25/48 RRC 029 405 08/05/48 RRC 033 183
02/25/48 RRC 029 407 08/05/48 RRC 033 185
02/25/48 RRC 029 409 08/05/48 RRC 033 187
03/11/48 RRC 029 475 08/05/48 RRC 033 189
03/11/48 RRC 029 477 08/05/48 RRC 033 191
03/11/48 RRC 029 479 09/16/48 RRC 033 339
03/24/48 RRC 031 005 09/16/48 RRC 033 341
04/26/48 RRC 031 135 09/16/48 RRC 033 343
04/26/48 RRC 031 137 09/16/48 RRC 033 345
05/12/48 RRC 031 319 09/16/48 RRC 033 347
05/12/48 RRC 031 321 09/16/48 RRC 033 349
05/12/48 RRC 031 323 09/16/48 RRC 033 351
05/12/48 RRC 031 325 09/16/48 RRC 033 353
05/21/48 RRC 031 355 09/16/48 RRC 033 355
06/24/48 RRC 031 509 09/16/48 RRC 033 356
06/24/48 RRC 031 511 10/26/48 RRC 035 001
06/24/48 RRC 031 513 10/26/48 RRC 035 003
06/24/48 RRC 031 515 10/26/48 RRC 035 005
06/24/48 RRC 031 518 10/26/48 RRC 035 007
06/24/48 RRC 031 521 10/26/48 RRC 035 009
06/24/48 RRC 031 525 10/26/48 RRC 033 533
07/22/48 RRC 033 093 10/26/48 RRC 033 535
07/22/48 RRC 033 095 10/26/48 RRC 033 537
07/22/48 RRC 033 097 10/26/48 RRC 033 539
07/22/48 RRC 033 099 11/08/48 RRC 035 095
07/22/48 RRC 033 103 11/08/48 RRC 035 097
07/22/48 RRC 033 105 01/03/49 RRC 035 341
07/22/48 RRC 033 107 01/03/49 RRC 035 343
</TABLE>
-20-
<PAGE> 21
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/03/49 RRC 035 345 05/11/49 RRC 037 395
02/01/49 RRC 035 488 05/31/49 RRC 037 503
02/01/49 RRC 035 489 05/31/49 RRC 037 504
02/01/49 RRC 035 490 05/31/49 RRC 037 507
02/01/49 RRC 035 491 05/31/49 RRC 037 509
02/16/49 RRC 037 002 05/31/49 RRC 037 511
02/16/49 RRC 037 007 05/31/49 RRC 037 513
02/16/49 RRC 037 009 06/28/49 RRC 040 065
02/16/49 RRC 037 011 06/29/49 RRC 040 075
03/02/49 RRC 037 051 06/29/49 RRC 040 077
03/02/49 RRC 037 052 06/29/49 RRC 040 079
03/02/49 RRC 037 053 06/29/49 RRC 040 081
03/02/49 RRC 037 055 06/29/49 RRC 040 083
03/02/49 RRC 037 057 06/29/49 RRC 040 085
03/02/49 RRC 037 059 06/29/49 RRC 040 087
03/02/49 RRC 037 061 07/14/49 RRC 040 136
03/24/49 RRC 037 171 07/14/49 RRC 040 137
03/24/49 RRC 037 173 07/14/49 RRC 040 139
03/24/49 RRC 037 177 07/14/49 RRC 040 141
03/24/49 RRC 037 179 09/08/49 RRC 040 523
03/24/49 RRC 037 181 09/08/49 RRC 040 525
03/24/49 RRC 037 183 09/08/49 RRC 040 527
03/28/49 RRC 037 186 09/08/49 RRC 040 529
04/25/49 RRC 037 305 09/08/49 RRC 040 530
04/25/49 RRC 037 307 09/28/49 RRC 042 099
04/25/49 RRC 037 309 09/28/49 RRC 042 101
04/25/49 RRC 037 311 09/28/49 RRC 042 103
04/25/49 RRC 037 313 09/28/49 RRC 042 105
05/11/49 RRC 037 393 09/28/49 RRC 042 107
</TABLE>
-21-
<PAGE> 22
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
09/28/49 RRC 042 109 03/09/50 RRC 046 227
10/05/49 RRC 042 161 03/30/50 RRC 046 320
11/03/49 RRC 042 281 03/30/50 RRC 046 321
11/03/49 RRC 042 283 03/30/50 RRC 046 322
11/03/49 RRC 042 285 03/30/50 RRC 046 323
11/03/49 RRC 042 287 03/30/50 RRC 046 324
11/03/49 RRC 042 289 03/30/50 RRC 046 325
11/03/49 RRC 042 291 04/24/50 RRC 046 499
11/03/49 RRC 042 293 04/24/50 RRC 046 500
11/03/49 RRC 042 297 04/24/50 RRC 046 501
11/03/49 RRC 042 299 04/24/50 RRC 046 502
11/22/49 RRC 044 020 04/24/50 RRC 046 503
11/22/49 RRC 044 021 04/24/50 RRC 046 504
11/22/49 RRC 044 022 04/24/50 RRC 046 505
11/22/49 RRC 044 023 04/24/50 RRC 046 506
11/22/49 RRC 044 024 04/24/50 RRC 046 507
11/22/49 RRC 044 025 06/15/50 RRC 048 472
11/22/49 RRC 044 026 06/15/50 RRC 048 473
11/22/49 RRC 044 027 06/15/50 RRC 048 474
01/04/50 RRC 044 269 06/15/50 RRC 048 479
01/04/50 RRC 044 270 06/28/50 RRC 050 054
01/04/50 RRC 044 271 08/30/50 RRC 052 296
01/30/50 RRC 044 447 08/30/50 RRC 052 297
01/30/50 RRC 044 448 08/30/50 RRC 052 298
03/09/50 RRC 046 222 08/30/50 RRC 052 302
03/09/50 RRC 046 223 08/30/50 RRC 052 303
03/09/50 RRC 046 224 10/23/50 RRC 054 291
03/09/50 RRC 046 225 10/23/50 RRC 054 292
03/09/50 RRC 046 226 10/23/50 RRC 054 293
</TABLE>
-22-
<PAGE> 23
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
10/23/50 RRC 054 294 05/18/51 RRC 061 372
10/23/50 RRC 054 295 05/18/51 RRC 061 373
10/23/50 RRC 054 296 05/18/51 RRC 061 374
10/23/50 RRC 054 297 05/18/51 RRC 061 375
10/23/50 RRC 054 298 05/18/51 RRC 061 376
10/23/50 RRC 054 299 06/15/51 RRC 062 330
10/23/50 RRC 054 300 06/15/51 RRC 062 331
12/11/50 RRC 055 387 06/15/51 RRC 062 332
12/11/50 RRC 055 388 06/15/51 RRC 062 333
12/11/50 RRC 055 389 06/15/51 RRC 062 334
12/11/50 RRC 055 390 06/15/51 RRC 062 335
12/11/50 RRC 055 391 06/15/51 RRC 062 336
04/13/51 RRC 059 508 06/15/51 RRC 062 337
04/13/51 RRC 059 509 06/15/51 RRC 062 338
04/13/51 RRC 059 510 06/15/51 RRC 062 339
04/13/51 RRC 059 511 06/15/51 RRC 062 340
04/13/51 RRC 059 512 06/15/51 RRC 062 341
04/13/51 RRC 059 513 06/15/51 RRC 062 342
04/13/51 RRC 059 514 07/20/51 RRC 063 432
04/13/51 RRC 059 515 07/20/51 RRC 063 433
04/13/51 RRC 059 516 07/20/51 RRC 063 434
04/13/51 RRC 059 517 07/20/51 RRC 063 435
04/13/51 RRC 059 518 07/20/51 RRC 063 436
04/13/51 RRC 059 519 07/20/51 RRC 063 437
04/13/51 RRC 059 520 07/20/51 RRC 063 438
04/13/51 RRC 059 521 07/20/51 RRC 063 439
05/18/51 RRC 061 368 07/20/51 RRC 063 440
05/18/51 RRC 061 370 07/20/51 RRC 063 441
05/18/51 RRC 061 371 07/20/51 RRC 063 442
</TABLE>
-23-
<PAGE> 24
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/20/51 RRC 063 443 10/05/51 RRC 067 030
07/20/51 RRC 063 444 10/05/51 RRC 067 031
07/20/51 RRC 063 445 10/05/51 RRC 067 032
07/20/51 RRC 063 446 10/05/51 RRC 067 033
07/20/51 RRC 063 447 10/05/51 RRC 067 034
09/13/51 RRC 066 025 10/05/51 RRC 067 035
09/13/51 RRC 066 026 10/05/51 RRC 067 036
09/13/51 RRC 066 027 10/05/51 RRC 067 037
09/13/51 RRC 066 027 10/05/51 RRC 067 038
09/13/51 RRC 066 028 10/05/51 RRC 067 039
09/13/51 RRC 066 029 10/05/51 RRC 067 040
09/13/51 RRC 066 030 10/05/51 RRC 067 041
09/13/51 RRC 066 031 10/05/51 RRC 067 042
09/13/51 RRC 066 032 10/05/51 RRC 067 043
09/13/51 RRC 066 033 10/05/51 RRC 067 044
09/13/51 RRC 066 034 11/13/51 RRC 068 297
09/13/51 RRC 066 035 12/07/51 RRC 069 277
10/05/51 RRC 067 018 12/07/51 RRC 069 278
10/05/51 RRC 067 019 12/07/51 RRC 069 279
10/05/51 RRC 067 020 12/07/51 RRC 069 280
10/05/51 RRC 067 021 12/07/51 RRC 069 281
10/05/51 RRC 067 022 12/07/51 RRC 069 282
10/05/51 RRC 067 023 12/07/51 RRC 069 283
10/05/51 RRC 067 024 12/07/51 RRC 069 284
10/05/51 RRC 067 025 12/07/51 RRC 069 285
10/05/51 RRC 067 026 12/07/51 RRC 069 286
10/05/51 RRC 067 027 01/03/52 RRC 070 103
10/05/51 RRC 067 028 01/03/52 RRC 070 104
10/05/51 RRC 067 029 01/03/52 RRC 070 105
</TABLE>
-24-
<PAGE> 25
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/03/52 RRC 070 106 06/10/52 RRC 077 479
01/03/52 RRC 070 107 06/10/52 RRC 077 480
01/14/52 RRC 070 286 06/10/52 RRC 077 481
01/14/52 RRC 070 287 06/10/52 RRC 077 482
01/14/52 RRC 070 288 06/10/52 RRC 077 483
01/14/52 RRC 070 289 06/10/52 RRC 077 484
01/14/52 RRC 070 290 08/18/52 RRC 081 019
01/14/52 RRC 070 291 08/18/52 RRC 081 020
02/01/52 RRC 071 148 08/18/52 RRC 081 021
02/21/52 RRC 072 053 08/18/52 RRC 081 022
02/21/52 RRC 072 054 08/18/52 RRC 081 023
02/21/52 RRC 072 055 08/19/52 RRC 081 051
02/21/52 RRC 072 056 10/15/52 RRC 083 431
02/21/52 RRC 072 057 10/15/52 RRC 083 432
02/21/52 RRC 072 058 10/15/52 RRC 083 433
02/21/52 RRC 072 059 10/15/52 RRC 083 434
02/21/52 RRC 072 060 10/15/52 RRC 083 435
02/21/52 RRC 072 061 10/15/52 RRC 083 436
02/21/52 RRC 072 062 10/15/52 RRC 083 437
02/21/52 RRC 072 063 10/15/52 RRC 083 438
04/25/52 RRC 074 151 10/15/52 RRC 083 439
04/25/52 RRC 074 152 10/15/52 RRC 083 440
04/25/52 RRC 074 153 11/25/52 RRC 085 227
04/25/52 RRC 074 154 11/25/52 RRC 085 228
04/25/52 RRC 074 155 11/25/52 RRC 085 233
04/25/52 RRC 074 156 11/25/52 RRC 085 234
04/25/52 RRC 074 157 11/25/52 RRC 085 235
06/10/52 RRC 077 477 11/25/52 RRC 085 236
06/10/52 RRC 077 478 11/25/52 RRC 085 237
</TABLE>
-25-
<PAGE> 26
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
11/25/52 RRC 085 238 07/28/53 RRC 095 257
01/14/53 RRC 087 089 07/28/53 RRC 095 258
01/14/53 RRC 087 090 07/28/53 RRC 095 260
01/14/53 RRC 087 091 07/28/53 RRC 095 262
01/14/53 RRC 087 092 08/18/53 RRC 096 367
01/14/53 RRC 087 093 08/20/53 RRC 095 429
01/14/53 RRC 087 094 09/24/53 RRC 098 229
01/14/53 RRC 087 095 09/24/53 RRC 098 230
02/16/53 RRC 088 167 09/24/53 RRC 098 231
02/16/53 RRC 088 168 09/24/53 RRC 098 232
02/16/53 RRC 088 169 09/24/53 RRC 098 233
02/16/53 RRC 088 170 09/24/53 RRC 098 234
02/16/53 RRC 088 171 09/24/53 RRC 098 235
02/16/53 RRC 088 172 09/24/53 RRC 098 236
02/16/53 RRC 088 173 09/24/53 RRC 098 237
02/16/53 RRC 088 174 09/24/53 RRC 098 238
05/14/53 RRC 092 202 09/24/53 RRC 098 239
05/14/53 RRC 092 203 09/24/53 RRC 098 240
05/14/53 RRC 092 204 10/28/53 RRC 100 091
05/14/53 RRC 092 205 11/25/53 RRC 101 115
05/14/53 RRC 092 207 11/25/53 RRC 101 116
05/14/53 RRC 092 208 11/25/53 RRC 101 117
07/28/53 RRC 095 248 11/25/53 RRC 101 118
07/28/53 RRC 095 251 11/25/53 RRC 101 119
07/28/53 RRC 095 252 11/25/53 RRC 101 120
07/28/53 RRC 095 253 11/25/53 RRC 101 121
07/28/53 RRC 095 254 11/25/53 RRC 101 122
07/28/53 RRC 095 255 11/25/53 RRC 101 123
07/28/53 RRC 095 256 11/25/53 RRC 101 124
</TABLE>
-26-
<PAGE> 27
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
11/25/53 RRC 101 125 05/21/54 RRC 108 204
11/27/53 RRC 101 144 05/21/54 RRC 108 205
11/27/53 RRC 101 145 05/21/54 RRC 108 206
02/15/54 RRC 103 342 05/21/54 RRC 108 207
02/25/54 RRC 104 105 05/21/54 RRC 108 208
02/25/54 RRC 104 106 05/21/54 RRC 108 209
02/25/54 RRC 104 107 05/21/54 RRC 108 210
02/25/54 RRC 104 108 05/21/54 RRC 108 211
02/25/54 RRC 104 109 05/21/54 RRC 108 212
02/25/54 RRC 104 110 08/04/54 RRC 111 199
02/25/54 RRC 104 111 08/04/54 RRC 111 200
02/25/54 RRC 104 112 08/04/54 RRC 111 201
02/25/54 RRC 104 113 08/04/54 RRC 111 202
02/25/54 RRC 104 114 08/04/54 RRC 111 203
02/25/54 RRC 104 115 08/23/54 RRC 112 249
03/04/54 RRC 104 265 08/23/54 RRC 112 250
03/11/54 RRC 104 434 08/23/54 RRC 112 251
03/11/54 RRC 104 435 08/23/54 RRC 112 252
03/29/54 RRC 105 347 10/05/54 RRC 114 242
03/29/54 RRC 105 348 10/05/54 RRC 114 243
03/29/54 RRC 105 349 10/05/54 RRC 114 244
03/29/54 RRC 105 351 10/05/54 RRC 114 245
04/06/54 RRC 106 044 10/05/54 RRC 114 246
04/06/54 RRC 106 045 10/05/54 RRC 114 247
04/06/54 RRC 106 046 10/05/54 RRC 114 248
04/06/54 RRC 106 047 10/05/54 RRC 114 249
04/21/54 RRC 107 024 10/05/54 RRC 114 250
04/21/54 RRC 107 025 10/05/54 RRC 114 251
05/21/54 RRC 108 203 10/05/54 RRC 114 252
</TABLE>
-27-
<PAGE> 28
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
10/05/54 RRC 114 253 03/29/55 WAS 005 521
10/27/54 RRC 115 213 03/29/55 WAS 005 522
10/29/54 RRC 115 261 05/03/55 WAS 007 490
10/29/54 RRC 115 262 05/03/55 WAS 007 491
10/29/54 RRC 115 263 05/03/55 WAS 007 492
10/29/54 RRC 115 264 05/03/55 WAS 007 493
10/29/54 RRC 115 265 05/03/55 WAS 007 494
12/09/54 WAS 001 138 05/16/55 WAS 008 291
12/09/54 WAS 001 139 06/01/55 WAS 009 222
12/09/54 WAS 001 140 06/01/55 WAS 009 223
01/12/55 WAS 002 281 06/01/55 WAS 009 224
01/12/55 WAS 002 282 06/01/55 WAS 009 226
01/12/55 WAS 002 291 06/08/55 WAS 009 393
02/04/55 WAS 003 217 07/12/55 WAS 011 325
02/04/55 WAS 003 218 08/02/55 WAS 014 272
02/04/55 WAS 003 219 08/02/55 WAS 014 273
02/21/55 WAS 004 012 08/02/55 WAS 014 274
02/21/55 WAS 004 013 09/01/55 WAS 017 031
02/21/55 WAS 004 014 09/01/55 WAS 017 032
03/08/55 WAS 004 494 09/01/55 WAS 017 033
03/08/55 WAS 004 495 09/01/55 WAS 017 034
03/08/55 WAS 004 496 09/01/55 WAS 017 035
03/08/55 WAS 004 497 09/01/55 WAS 017 036
03/08/55 WAS 004 498 09/01/55 WAS 017 037
03/08/55 WAS 004 499 09/01/55 WAS 017 038
03/08/55 WAS 004 500 09/01/55 WAS 017 039
03/08/55 WAS 004 501 09/01/55 WAS 017 040
03/15/55 WAS 005 208 09/01/55 WAS 017 041
03/15/55 WAS 005 209 09/01/55 WAS 017 042
03/15/55 WAS 005 210 09/01/55 WAS 017 043
03/15/55 WAS 005 211 09/01/55 WAS 017 044
</TABLE>
-28-
<PAGE> 29
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
09/01/55 WAS 017 045 11/17/55 WAS 021 226
09/01/55 WAS 017 046 11/17/55 WAS 021 227
09/01/55 WAS 017 047 11/22/55 WAS 021 333
10/05/55 WAS 019 147 11/22/55 WAS 021 334
10/05/55 WAS 019 149 11/22/55 WAS 021 335
10/05/55 WAS 019 152 11/23/55 WAS 021 430
10/05/55 WAS 019 154 11/23/55 WAS 021 431
10/05/55 WAS 019 155 12/09/55 WAS 022 226
10/05/55 WAS 019 156 12/14/55 WAS 022 348
10/05/55 WAS 019 157 12/14/55 WAS 022 349
10/05/55 WAS 019 158 12/14/55 WAS 022 350
10/05/55 WAS 019 159 12/14/55 WAS 022 351
10/05/55 WAS 019 160 12/14/55 WAS 022 352
10/05/55 WAS 019 161 01/06/56 WAS 023 269
10/05/55 WAS 019 162 01/06/56 WAS 023 270
11/14/55 WAS 021 110 01/06/56 WAS 023 271
11/14/55 WAS 021 111 01/06/56 WAS 023 272
11/14/55 WAS 021 112 01/06/56 WAS 023 273
11/14/55 WAS 021 113 01/24/56 WAS 024 149
11/14/55 WAS 021 114 01/27/56 WAS 024 211
11/14/55 WAS 021 116 01/27/56 WAS 024 212
11/14/55 WAS 021 117 01/27/56 WAS 024 213
11/14/55 WAS 021 119 01/27/56 WAS 024 214
11/14/55 WAS 021 123 01/27/56 WAS 024 215
11/17/55 WAS 021 221 01/27/56 WAS 024 216
11/17/55 WAS 021 222 01/27/56 WAS 024 217
11/17/55 WAS 021 223 01/27/56 WAS 024 218
11/17/55 WAS 021 224 01/27/56 WAS 024 219
11/17/55 WAS 021 225 01/27/56 WAS 024 220
</TABLE>
-29-
<PAGE> 30
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/27/56 WAS 024 221 06/27/56 WAS 033 162
01/27/56 WAS 024 222 06/27/56 WAS 033 163
02/27/56 WAS 025 502 06/27/56 WAS 033 164
02/27/56 WAS 025 503 08/06/56 WAS 034 482
02/27/56 WAS 025 504 08/06/56 WAS 034 483
02/27/56 WAS 025 505 08/06/56 WAS 034 484
02/27/56 WAS 025 506 08/06/56 WAS 034 485
02/27/56 WAS 025 507 10/11/56 WAS 038 084
02/27/56 WAS 025 508 10/11/56 WAS 038 085
02/27/56 WAS 025 509 10/11/56 WAS 038 086
02/27/56 WAS 025 510 10/11/56 WAS 038 087
05/07/56 WAS 030 189 10/11/56 WAS 038 094
05/07/56 WAS 030 190 10/11/56 WAS 038 095
05/07/56 WAS 030 191 10/11/56 WAS 038 096
05/07/56 WAS 030 192 11/13/56 WAS 038 449
05/23/56 WAS 031 054 11/13/56 WAS 038 450
05/23/56 WAS 031 055 11/13/56 WAS 038 451
05/23/56 WAS 031 056 11/13/56 WAS 038 452
05/23/56 WAS 031 057 11/13/56 WAS 038 453
05/23/56 WAS 031 058 11/13/56 WAS 038 454
05/23/56 WAS 031 059 11/19/56 WAS 040 058
06/13/56 WAS 032 250 11/19/56 WAS 040 059
06/13/56 WAS 032 251 11/19/56 WAS 040 060
06/13/56 WAS 032 252 11/19/56 WAS 040 061
06/13/56 WAS 032 253 01/15/57 WAS 042 284
06/13/56 WAS 032 254 01/15/57 WAS 042 285
06/27/56 WAS 033 159 01/15/57 WAS 042 286
06/27/56 WAS 033 160 01/15/57 WAS 042 287
06/27/56 WAS 033 161 01/15/57 WAS 042 288
</TABLE>
-30-
<PAGE> 31
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/15/57 WAS 042 289 04/18/57 WAS 046 094
01/15/57 WAS 042 290 04/18/57 WAS 046 095
01/15/57 WAS 042 291 04/18/57 WAS 046 097
01/15/57 WAS 042 292 04/18/57 WAS 046 098
01/15/57 WAS 042 293 04/18/57 WAS 046 099
01/15/57 WAS 042 294 04/18/57 WAS 046 100
01/15/57 WAS 042 295 05/02/57 WAS 046 437
01/15/57 WAS 042 296 05/02/57 WAS 046 438
01/15/57 WAS 042 297 05/02/57 WAS 046 439
01/15/57 WAS 042 298 05/02/57 WAS 046 440
01/15/57 WAS 042 299 05/02/57 WAS 046 441
02/08/57 WAS 043 358 05/02/57 WAS 046 442
02/18/57 WAS 043 515 06/20/57 WAS 048 490
02/18/57 WAS 043 516 06/20/57 WAS 048 491
02/18/57 WAS 043 517 06/20/57 WAS 048 492
02/18/57 WAS 043 518 06/20/57 WAS 048 493
02/18/57 WAS 043 519 06/20/57 WAS 048 494
02/18/57 WAS 043 520 06/20/57 WAS 048 495
02/18/57 WAS 043 521 06/20/57 WAS 048 496
02/18/57 WAS 043 522 06/20/57 WAS 048 497
02/18/57 WAS 043 523 06/20/57 WAS 048 498
02/18/57 WAS 043 524 06/20/57 WAS 048 499
02/18/57 WAS 043 525 06/20/57 WAS 048 500
02/18/57 WAS 043 526 07/17/57 WAS 049 590
02/18/57 WAS 043 527 07/17/57 WAS 049 591
04/18/57 WAS 046 090 07/17/57 WAS 049 592
04/18/57 WAS 046 091 07/17/57 WAS 049 593
04/18/57 WAS 046 092 07/17/57 WAS 049 594
04/18/57 WAS 046 093 07/17/57 WAS 049 595
</TABLE>
-31-
<PAGE> 32
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/17/57 WAS 049 596 11/08/57 WAS 054 559
09/04/57 WAS 052 043 12/11/57 WAS 055 475
09/04/57 WAS 052 044 12/11/57 WAS 055 476
09/04/57 WAS 052 045 12/11/57 WAS 055 477
09/04/57 WAS 052 046 12/11/57 WAS 055 478
09/04/57 WAS 052 047 12/11/57 WAS 055 479
09/04/57 WAS 052 048 12/11/57 WAS 055 480
09/04/57 WAS 052 049 12/11/57 WAS 055 481
09/04/57 WAS 052 050 12/11/57 WAS 055 482
09/04/57 WAS 052 052 12/11/57 WAS 055 483
10/31/57 WAS 054 332 02/21/58 WAS 057 594
10/31/57 WAS 054 333 02/21/58 WAS 057 595
10/31/57 WAS 054 334 02/21/58 WAS 057 596
10/31/57 WAS 054 335 02/21/58 WAS 057 597
10/31/57 WAS 054 336 02/21/58 WAS 057 598
10/31/57 WAS 054 337 02/21/58 WAS 057 599
10/31/57 WAS 054 338 03/18/58 WAS 058 411
10/31/57 WAS 054 339 05/02/58 WAS 060 044
10/31/57 WAS 054 340 05/02/58 WAS 060 045
10/31/57 WAS 054 341 05/02/58 WAS 060 046
11/05/57 WAS 054 414 05/02/58 WAS 060 047
11/05/57 WAS 054 415 05/02/58 WAS 060 048
11/05/57 WAS 054 416 05/02/58 WAS 060 049
11/05/57 WAS 054 417 07/25/58 WAS 063 209
11/05/57 WAS 054 418 07/25/58 WAS 063 210
11/05/57 WAS 054 419 07/25/58 WAS 063 211
11/05/57 WAS 054 420 07/25/58 WAS 063 212
11/05/57 WAS 054 421 07/25/58 WAS 063 213
11/05/57 WAS 054 422 07/25/58 WAS 063 214
</TABLE>
-32-
<PAGE> 33
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/25/58 WAS 063 215 11/07/58 WAS 067 417
07/25/58 WAS 063 216 11/07/58 WAS 067 418
07/25/58 WAS 063 217 11/07/58 WAS 067 419
07/25/58 WAS 063 218 11/07/58 WAS 067 420
07/25/58 WAS 063 219 11/07/58 WAS 067 421
08/07/58 WAS 063 536 11/07/58 WAS 067 422
08/07/58 WAS 063 538 11/07/58 WAS 067 423
09/10/58 WAS 064 596 11/07/58 WAS 067 424
09/10/58 WAS 064 597 11/07/58 WAS 067 425
09/10/58 WAS 064 598 11/07/58 WAS 067 426
09/10/58 WAS 064 599 11/07/58 WAS 067 427
09/10/58 WAS 064 600 12/01/58 WAS 068 356
09/10/58 WAS 064 601 12/01/58 WAS 068 360
09/10/58 WAS 064 602 12/01/58 WAS 068 361
09/10/58 WAS 064 603 02/02/59 WAS 070 529
09/10/58 WAS 064 604 03/19/59 WAS 072 519
09/10/58 WAS 064 606 03/19/59 WAS 072 520
09/10/58 WAS 064 607 03/19/59 WAS 072 521
09/10/58 WAS 064 608 03/19/59 WAS 072 522
09/10/58 WAS 064 609 03/19/59 WAS 072 523
09/10/58 WAS 064 610 03/19/59 WAS 072 524
09/22/58 WAS 065 329 03/19/59 WAS 072 525
11/07/58 WAS 067 410 03/19/59 WAS 072 526
11/07/58 WAS 067 411 03/19/59 WAS 072 527
11/07/58 WAS 067 412 03/19/59 WAS 072 528
11/07/58 WAS 067 413 03/19/59 WAS 072 529
11/07/58 WAS 067 414 03/19/59 WAS 072 530
11/07/58 WAS 067 415 03/19/59 WAS 072 531
11/07/58 WAS 067 416 03/19/59 WAS 072 532
</TABLE>
-33-
<PAGE> 34
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
04/14/59 WAS 074 407 09/04/59 WAS 080 579
04/14/59 WAS 074 408 10/19/59 WAS 083 127
04/14/59 WAS 074 409 10/19/59 WAS 083 128
04/14/59 WAS 074 410 10/19/59 WAS 083 129
04/14/59 WAS 074 411 10/19/59 WAS 083 130
04/14/59 WAS 074 412 10/19/59 WAS 083 131
04/14/59 WAS 074 413 10/19/59 WAS 083 132
06/12/59 WAS 077 309 10/19/59 WAS 083 133
06/12/59 WAS 077 310 12/01/59 WAS 085 004
06/12/59 WAS 077 311 12/01/59 WAS 085 005
06/12/59 WAS 077 312 12/01/59 WAS 085 006
06/12/59 WAS 077 313 12/01/59 WAS 085 007
06/12/59 WAS 077 314 12/01/59 WAS 085 008
06/12/59 WAS 077 315 12/01/59 WAS 085 009
08/19/59 WAS 080 121 12/01/59 WAS 085 010
08/19/59 WAS 080 122 12/01/59 WAS 085 011
08/19/59 WAS 080 123 12/01/59 WAS 085 012
08/19/59 WAS 080 124 12/01/59 WAS 085 013
08/19/59 WAS 080 125 12/01/59 WAS 085 014
08/19/59 WAS 080 126 12/01/59 WAS 085 015
08/19/59 WAS 080 127 12/01/59 WAS 085 016
09/04/59 WAS 080 571 12/01/59 WAS 085 017
09/04/59 WAS 080 572 12/01/59 WAS 085 018
09/04/59 WAS 080 573 12/01/59 WAS 085 019
09/04/59 WAS 080 574 12/01/59 WAS 085 020
09/04/59 WAS 080 575 12/01/59 WAS 085 021
09/04/59 WAS 080 576 12/01/59 WAS 085 022
09/04/59 WAS 080 577 12/04/59 WAS 085 132
09/04/59 WAS 080 578 12/08/59 WAS 085 213
</TABLE>
-34-
<PAGE> 35
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
12/08/59 WAS 085 214 06/09/60 WAS 092 222
12/08/59 WAS 085 215 06/09/60 WAS 092 223
12/08/59 WAS 085 216 06/09/60 WAS 092 225
12/08/59 WAS 085 217 06/09/60 WAS 092 226
12/08/59 WAS 085 218 06/09/60 WAS 092 227
12/08/59 WAS 085 219 06/09/60 WAS 092 228
12/08/59 WAS 085 220 06/09/60 WAS 092 229
12/08/59 WAS 085 221 06/09/60 WAS 092 230
01/26/60 WAS 086 568 06/09/60 WAS 092 231
01/26/60 WAS 086 569 08/09/60 WAS 094 368
01/26/60 WAS 086 570 08/09/60 WAS 094 369
01/26/60 WAS 086 571 08/09/60 WAS 094 370
01/26/60 WAS 086 572 08/09/60 WAS 094 371
01/26/60 WAS 086 573 08/09/60 WAS 094 372
01/26/60 WAS 086 574 08/09/60 WAS 094 373
01/26/60 WAS 086 575 10/20/60 WAS 097 454
01/26/60 WAS 086 576 10/20/60 WAS 097 455
02/04/60 WAS 087 167 10/20/60 WAS 097 456
04/14/60 WAS 089 560 10/20/60 WAS 097 457
04/14/60 WAS 089 561 11/28/60 WAS 099 147
04/14/60 WAS 089 562 12/09/60 WAS 099 389
04/14/60 WAS 089 563 12/09/60 WAS 099 390
04/14/60 WAS 089 564 12/09/60 WAS 099 391
04/14/60 WAS 089 565 12/09/60 WAS 099 392
04/14/60 WAS 089 566 12/09/60 WAS 099 393
04/14/60 WAS 089 567 12/09/60 WAS 099 395
04/14/60 WAS 089 568 01/10/61 WAS 100 380
04/21/60 WAS 090 130 01/10/61 WAS 100 381
06/09/60 WAS 092 221 01/10/61 WAS 100 382
</TABLE>
-35-
<PAGE> 36
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/10/61 WAS 100 383 10/10/61 WAS 111 069
01/10/61 WAS 100 384 10/10/61 WAS 111 070
01/10/61 WAS 100 385 10/10/61 WAS 111 071
01/10/61 WAS 100 386 12/04/61 WAS 113 225
01/10/61 WAS 100 387 12/04/61 WAS 113 226
02/27/61 WAS 102 183 12/04/61 WAS 113 227
02/27/61 WAS 102 184 12/04/61 WAS 113 228
02/27/61 WAS 102 185 12/04/61 WAS 113 229
02/27/61 WAS 102 186 12/04/61 WAS 113 230
02/27/61 WAS 102 187 12/04/61 WAS 113 231
05/22/61 WAS 105 254 12/04/61 WAS 113 232
05/22/61 WAS 105 255 12/04/61 WAS 113 233
05/22/61 WAS 105 256 12/04/61 WAS 113 234
05/22/61 WAS 105 257 12/06/61 WAS 113 313
05/22/61 WAS 105 258 12/06/61 WAS 113 314
05/22/61 WAS 105 259 12/06/61 WAS 113 315
08/01/61 WAS 108 182 12/06/61 WAS 113 316
08/01/61 WAS 108 183 12/06/61 WAS 113 317
08/01/61 WAS 108 184 12/06/61 WAS 113 318
08/01/61 WAS 108 185 12/06/61 WAS 113 319
08/01/61 WAS 108 186 12/06/61 WAS 113 320
08/01/61 WAS 108 187 12/06/61 WAS 113 321
08/01/61 WAS 108 188 12/06/61 WAS 113 322
08/01/61 WAS 108 189 12/06/61 WAS 113 323
08/31/61 WAS 109 306 12/06/61 WAS 113 324
10/04/61 WAS 110 569 12/06/61 WAS 113 325
10/10/61 WAS 111 066 01/22/62 WAS 115 032
10/10/61 WAS 111 067 04/12/62 WAS 118 001
10/10/61 WAS 111 068 04/12/62 WAS 118 002
</TABLE>
-36-
<PAGE> 37
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
04/12/62 WAS 118 003 09/21/62 WAS 125 201
04/18/62 WAS 118 106 09/21/62 WAS 125 202
04/18/62 WAS 118 107 12/12/62 WAS 128 483
04/18/62 WAS 118 108 12/12/62 WAS 128 484
04/18/62 WAS 118 109 12/12/62 WAS 128 485
04/18/62 WAS 118 110 12/12/62 WAS 128 486
04/18/62 WAS 118 111 12/12/62 WAS 128 487
04/26/62 WAS 118 346 12/18/62 WAS 129 001
04/26/62 WAS 118 347 12/18/62 WAS 129 002
04/26/62 WAS 118 348 12/18/62 WAS 129 003
04/26/62 WAS 118 349 12/18/62 WAS 129 004
05/18/62 WAS 119 244 12/18/62 WAS 128 599
05/18/62 WAS 119 245 12/18/62 WAS 128 600
05/18/62 WAS 119 246 04/05/63 WAS 133 220
05/18/62 WAS 119 247 04/05/63 WAS 133 221
05/18/62 WAS 119 248 04/05/63 WAS 133 222
05/18/62 WAS 119 249 04/05/63 WAS 133 223
05/29/62 WAS 119 534 04/05/63 WAS 133 224
05/29/62 WAS 119 535 06/10/63 WAS 136 290
05/29/62 WAS 119 536 06/10/63 WAS 136 291
06/07/62 WAS 120 203 06/10/63 WAS 136 292
06/07/62 WAS 120 204 06/10/63 WAS 136 293
06/07/62 WAS 120 205 06/10/63 WAS 136 294
06/22/62 WAS 121 011 06/10/63 WAS 136 295
08/20/62 WAS 123 390 06/10/63 WAS 136 296
08/20/62 WAS 123 391 06/10/63 WAS 136 297
09/21/62 WAS 125 198 06/10/63 WAS 136 299
09/21/62 WAS 125 199 06/12/63 WAS 136 388
09/21/62 WAS 125 200 07/23/63 WAS 138 424
</TABLE>
-37-
<PAGE> 38
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/23/63 WAS 138 425 12/05/63 WAS 145 368
07/23/63 WAS 138 426 12/05/63 WAS 145 369
07/23/63 WAS 138 427 12/05/63 WAS 145 370
07/23/63 WAS 138 428 02/10/64 WAS 148 174
07/23/63 WAS 138 429 02/10/64 WAS 148 175
07/23/63 WAS 138 430 02/10/64 WAS 148 176
07/23/63 WAS 138 431 02/10/64 WAS 148 177
07/23/63 WAS 138 432 02/10/64 WAS 148 178
07/23/63 WAS 138 433 02/10/64 WAS 148 179
07/23/63 WAS 138 434 02/10/64 WAS 148 180
07/23/63 WAS 138 435 02/10/64 WAS 148 181
07/23/63 WAS 138 436 02/10/64 WAS 148 182
07/23/63 WAS 138 437 02/10/64 WAS 148 183
07/23/63 WAS 138 438 03/12/64 WAS 149 385
07/23/63 WAS 138 439 03/12/64 WAS 149 386
07/23/63 WAS 138 440 03/12/64 WAS 149 387
07/23/63 WAS 138 441 03/12/64 WAS 149 388
07/23/63 WAS 138 442 03/12/64 WAS 149 389
10/23/63 WAS 143 326 03/12/64 WAS 149 390
10/23/63 WAS 143 327 03/12/64 WAS 149 391
10/23/63 WAS 143 328 03/12/64 WAS 149 392
10/23/63 WAS 143 329 03/12/64 WAS 149 393
10/23/63 WAS 143 330 03/20/64 WAS 150 303
10/23/63 WAS 143 331 03/20/64 WAS 150 305
10/23/63 WAS 143 332 03/20/64 WAS 150 307
12/05/63 WAS 145 364 03/20/64 WAS 149 394
12/05/63 WAS 145 365 04/20/64 WAS 151 260
12/05/63 WAS 145 366 04/20/64 WAS 151 270
12/05/63 WAS 145 367 04/20/64 WAS 151 271
</TABLE>
-38-
<PAGE> 39
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
04/28/64 WAS 151 539 09/21/64 WAS 159 342
04/28/64 WAS 151 540 09/21/64 WAS 159 343
06/16/64 WAS 154 449 09/21/64 WAS 159 344
06/16/64 WAS 154 450 09/21/64 WAS 159 345
06/16/64 WAS 154 451 09/21/64 WAS 159 346
06/16/64 WAS 154 452 09/21/64 WAS 159 347
06/16/64 WAS 154 453 10/19/64 WAS 161 187
06/16/64 WAS 154 454 10/19/64 WAS 161 188
07/08/64 WAS 155 452 10/19/64 WAS 161 189
07/08/64 WAS 155 453 10/19/64 WAS 161 190
07/08/64 WAS 155 454 10/19/64 WAS 161 192
07/08/64 WAS 155 455 10/19/64 WAS 161 193
07/08/64 WAS 155 456 10/19/64 WAS 161 194
07/08/64 WAS 155 457 10/19/64 WAS 161 195
07/08/64 WAS 155 458 10/19/64 WAS 161 196
08/10/64 WAS 157 183 10/19/64 WAS 161 197
08/10/64 WAS 157 184 10/19/64 WAS 161 198
08/10/64 WAS 157 185 11/09/64 WAS 162 310
08/10/64 WAS 157 186 11/09/64 WAS 162 311
08/10/64 WAS 157 187 11/09/64 WAS 162 312
08/10/64 WAS 157 188 11/09/64 WAS 162 313
08/10/64 WAS 157 189 11/09/64 WAS 162 314
08/10/64 WAS 157 190 11/09/64 WAS 162 315
08/10/64 WAS 157 191 11/09/64 WAS 162 316
08/10/64 WAS 157 192 11/09/64 WAS 162 317
08/10/64 WAS 157 193 11/09/64 WAS 162 318
09/21/64 WAS 159 339 11/09/64 WAS 162 319
09/21/64 WAS 159 340 11/09/64 WAS 162 320
09/21/64 WAS 159 341 11/09/64 WAS 162 321
</TABLE>
-39-
<PAGE> 40
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
11/09/64 WAS 162 322 02/19/65 WAS 166 382
11/09/64 WAS 162 323 02/19/65 WAS 166 383
11/19/64 WAS 163 008 02/19/65 WAS 166 384
11/20/64 WAS 163 029 02/19/65 WAS 166 385
12/16/64 WAS 164 001 02/19/65 WAS 166 386
12/16/64 WAS 164 002 04/26/65 WAS 169 462
12/16/64 WAS 164 003 04/26/65 WAS 169 462
12/16/64 WAS 164 004 04/26/65 WAS 169 463
12/17/64 WAS 164 046 04/26/65 WAS 169 464
12/17/64 WAS 164 047 04/26/65 WAS 169 465
12/17/64 WAS 164 048 04/26/65 WAS 169 466
12/17/64 WAS 164 049 04/26/65 WAS 169 467
12/17/64 WAS 164 050 04/26/65 WAS 169 468
12/17/64 WAS 164 051 04/26/65 WAS 169 469
12/17/64 WAS 164 052 04/26/65 WAS 169 470
12/17/64 WAS 164 053 04/26/65 WAS 169 471
12/17/64 WAS 164 054 06/01/65 WAS 172 149
12/17/64 WAS 164 055 06/01/65 WAS 172 150
12/17/64 WAS 164 056 06/01/65 WAS 172 151
12/17/64 WAS 164 057 06/01/65 WAS 172 152
12/17/64 WAS 164 058 06/01/65 WAS 172 153
01/04/65 WAS 164 431 06/01/65 WAS 172 154
01/04/65 WAS 164 432 06/01/65 WAS 172 155
01/04/65 WAS 164 433 07/12/65 WAS 174 507
01/04/65 WAS 164 436 07/12/65 WAS 172 508
01/04/65 WAS 164 437 07/12/65 WAS 172 509
02/19/65 WAS 166 379 07/12/65 WAS 172 510
02/19/65 WAS 166 380 07/12/65 WAS 172 511
02/19/65 WAS 166 381 07/12/65 WAS 172 512
</TABLE>
-40-
<PAGE> 41
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/12/65 WAS 172 513 10/18/65 WAS 180 147
07/12/65 WAS 172 514 10/18/65 WAS 180 148
07/12/65 WAS 172 515 10/18/65 WAS 180 149
07/12/65 WAS 172 516 01/11/66 WAS 184 353
08/09/65 WAS 176 094 01/11/66 WAS 184 354
08/09/65 WAS 176 095 01/11/66 WAS 184 355
08/09/65 WAS 176 096 01/11/66 WAS 184 356
08/09/65 WAS 176 097 03/04/66 WAS 186 571
08/09/65 WAS 176 098 03/04/66 WAS 186 572
08/09/65 WAS 176 099 03/04/66 WAS 186 573
08/09/65 WAS 176 100 03/04/66 WAS 186 574
08/09/65 WAS 176 101 03/04/66 WAS 186 575
08/09/65 WAS 176 102 04/04/66 WAS 188 563
08/09/65 WAS 176 103 04/04/66 WAS 188 564
10/18/65 WAS 180 132 04/04/66 WAS 188 565
10/18/65 WAS 180 133 04/04/66 WAS 188 566
10/18/65 WAS 180 134 04/04/66 WAS 188 567
10/18/65 WAS 180 135 04/04/66 WAS 188 568
10/18/65 WAS 180 136 04/27/66 WAS 190 321
10/18/65 WAS 180 137 04/27/66 WAS 190 322
10/18/65 WAS 180 138 04/27/66 WAS 190 324
10/18/65 WAS 180 139 04/27/66 WAS 190 325
10/18/65 WAS 180 140 07/11/66 WAS 195 085
10/18/65 WAS 180 141 07/11/66 WAS 195 086
10/18/65 WAS 180 142 07/11/66 WAS 195 087
10/18/65 WAS 180 143 07/11/66 WAS 195 088
10/18/65 WAS 180 144 07/11/66 WAS 195 089
10/18/65 WAS 180 145 07/11/66 WAS 195 090
10/18/65 WAS 180 146 07/11/66 WAS 195 091
</TABLE>
-41-
<PAGE> 42
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/11/66 WAS 195 092 01/30/67 WAS 204 324
07/11/66 WAS 195 093 01/30/67 WAS 204 325
07/11/66 WAS 195 094 01/30/67 WAS 204 326
07/11/66 WAS 195 095 01/30/67 WAS 204 327
07/11/66 WAS 195 096 01/30/67 WAS 204 328
07/11/66 WAS 195 097 01/30/67 WAS 204 329
07/11/66 WAS 195 098 01/30/67 WAS 204 330
07/11/66 WAS 195 099 01/30/67 WAS 204 331
07/11/66 WAS 195 100 01/30/67 WAS 204 332
07/11/66 WAS 195 101 01/30/67 WAS 204 333
07/12/66 WAS 195 142 01/30/67 WAS 204 334
07/12/66 WAS 195 143 01/30/67 WAS 204 335
07/12/66 WAS 195 144 02/06/67 WAS 204 465
07/12/66 WAS 195 145 02/06/67 WAS 204 466
07/12/66 WAS 195 146 02/15/67 WAS 205 039
07/12/66 WAS 195 147 02/15/67 WAS 205 040
09/16/66 WAS 198 378 02/15/67 WAS 205 041
09/16/66 WAS 198 379 02/15/67 WAS 205 042
09/16/66 WAS 198 380 02/15/67 WAS 205 043
09/16/66 WAS 198 381 02/15/67 WAS 205 044
09/16/66 WAS 198 382 02/15/67 WAS 205 045
09/16/66 WAS 198 383 02/15/67 WAS 205 046
09/16/66 WAS 198 384 02/15/67 WAS 205 047
09/16/66 WAS 198 385 02/15/67 WAS 205 048
10/31/66 WAS 201 025 02/15/67 WAS 205 049
10/31/66 WAS 201 026 02/15/67 WAS 205 050
10/31/66 WAS 201 027 03/02/67 WAS 205 309
10/31/66 WAS 201 028 03/02/67 WAS 205 310
01/30/67 WAS 204 323 06/08/67 WAS 210 125
</TABLE>
-42-
<PAGE> 43
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
06/08/67 WAS 210 126 12/04/67 WAS 219 054
06/08/67 WAS 210 127 12/04/67 WAS 219 055
06/08/67 WAS 210 128 12/04/67 WAS 219 056
06/08/67 WAS 210 129 12/04/67 WAS 219 057
06/08/67 WAS 210 130 12/04/67 WAS 219 058
06/08/67 WAS 210 131 12/04/67 WAS 219 059
06/08/67 WAS 210 132 12/04/67 WAS 219 060
06/08/67 WAS 210 133 12/04/67 WAS 219 061
06/08/67 WAS 210 134 12/04/67 WAS 219 062
06/15/67 WAS 210 447 03/11/68 WAS 222 253
08/24/67 WAS 214 205 03/11/68 WAS 222 254
08/24/67 WAS 214 206 03/11/68 WAS 222 255
08/24/67 WAS 214 207 03/11/68 WAS 222 256
08/24/67 WAS 214 208 03/11/68 WAS 222 257
08/24/67 WAS 214 209 03/11/68 WAS 222 258
08/24/67 WAS 214 210 05/03/68 WAS 224 431
08/24/67 WAS 214 211 05/03/68 WAS 224 432
08/24/67 WAS 214 212 05/03/68 WAS 224 433
08/24/67 WAS 214 213 05/03/68 WAS 224 434
11/10/67 WAS 218 074 05/03/68 WAS 224 435
11/10/67 WAS 218 075 05/03/68 WAS 224 436
11/10/67 WAS 218 076 05/31/68 WAS 225 654
11/10/67 WAS 218 077 05/31/68 WAS 225 655
11/10/67 WAS 218 078 05/31/68 WAS 225 656
12/04/67 WAS 219 049 05/31/68 WAS 225 657
12/04/67 WAS 219 050 05/31/68 WAS 225 658
12/04/67 WAS 219 051 05/31/68 WAS 225 659
12/04/67 WAS 219 052 05/31/68 WAS 225 660
12/04/67 WAS 219 053 05/31/68 WAS 225 661
</TABLE>
-43-
<PAGE> 44
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
05/31/68 WAS 225 662 08/23/68 WAS 229 619
06/14/68 WAS 226 460 08/23/68 WAS 229 620
06/14/68 WAS 226 461 09/27/68 WAS 231 117
06/14/68 WAS 226 462 09/27/68 WAS 231 118
06/14/68 WAS 226 463 09/27/68 WAS 231 119
06/14/68 WAS 226 464 09/27/68 WAS 231 120
06/14/68 WAS 226 465 09/27/68 WAS 231 121
06/14/68 WAS 226 466 09/27/68 WAS 231 122
06/14/68 WAS 226 467 09/27/68 WAS 231 124
06/28/68 WAS 227 223 10/28/68 WAS 232 251
06/28/68 WAS 227 224 10/28/68 WAS 232 252
06/28/68 WAS 227 225 10/28/68 WAS 232 253
06/28/68 WAS 227 226 10/28/68 WAS 232 254
06/28/68 WAS 227 227 10/28/68 WAS 232 255
07/16/68 WAS 228 166 10/28/68 WAS 232 256
07/16/68 WAS 228 167 10/28/68 WAS 232 257
07/16/68 WAS 228 168 10/28/68 WAS 232 258
07/16/68 WAS 228 169 10/28/68 WAS 232 259
07/16/68 WAS 228 170 11/12/68 WAS 233 186
07/16/68 WAS 228 171 11/18/68 WAS 233 196
07/16/68 WAS 228 172 11/18/68 WAS 233 197
07/16/68 WAS 228 173 11/18/68 WAS 233 198
07/16/68 WAS 228 174 11/18/68 WAS 233 199
07/16/68 WAS 228 175 11/18/68 WAS 233 200
07/26/68 WAS 228 470 11/18/68 WAS 233 201
07/26/68 WAS 228 471 11/18/68 WAS 233 202
07/26/68 WAS 228 472 11/18/68 WAS 233 203
08/16/68 WAS 229 423 01/24/69 WAS 235 396
08/16/68 WAS 229 424 01/24/69 WAS 235 397
</TABLE>
-44-
<PAGE> 45
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/24/69 WAS 235 398 08/05/69 WAS 243 148
01/24/69 WAS 235 399 08/13/69 WAS 243 337
01/24/69 WAS 235 400 08/13/69 WAS 243 338
01/24/69 WAS 235 401 08/13/69 WAS 243 339
01/24/69 WAS 235 402 08/13/69 WAS 243 340
02/07/69 WAS 235 596 08/13/69 WAS 243 341
02/21/69 WAS 236 311 08/13/69 WAS 243 342
02/21/69 WAS 236 312 08/13/69 WAS 243 343
02/21/69 WAS 236 313 08/13/69 WAS 243 344
02/21/69 WAS 236 314 08/13/69 WAS 243 345
02/21/69 WAS 236 315 08/13/69 WAS 243 354
04/15/69 WAS 238 153 08/13/69 WAS 243 363
04/15/69 WAS 238 154 08/13/69 WAS 243 364
04/15/69 WAS 238 155 08/13/69 WAS 243 365
04/15/69 WAS 238 156 08/13/69 WAS 243 366
04/15/69 WAS 238 157 08/13/69 WAS 243 367
05/20/69 WAS 239 581 08/13/69 WAS 243 368
05/20/69 WAS 239 582 08/13/69 WAS 243 369
06/06/69 WAS 240 430 08/13/69 WAS 243 370
06/06/69 WAS 240 431 08/13/69 WAS 243 371
06/10/69 WAS 240 519 08/13/69 WAS 243 372
08/05/69 WAS 243 139 08/13/69 WAS 243 373
08/05/69 WAS 243 140 08/13/69 WAS 243 374
08/05/69 WAS 243 141 09/15/69 WAS 244 449
08/05/69 WAS 243 142 09/15/69 WAS 244 450
08/05/69 WAS 243 144 09/15/69 WAS 244 451
08/05/69 WAS 243 145 09/15/69 WAS 244 452
08/05/69 WAS 243 146 09/15/69 WAS 244 453
08/05/69 WAS 243 147 10/23/69 WAS 246 455
</TABLE>
-45-
<PAGE> 46
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
10/23/69 WAS 246 456 05/18/70 WAS 253 153
10/23/69 WAS 246 457 05/18/70 WAS 253 154
10/23/69 WAS 246 458 06/11/70 WAS 254 220
10/23/69 WAS 246 459 06/29/70 WAS 255 019
10/23/69 WAS 246 460 06/29/70 WAS 255 020
12/02/69 WAS 248 050 06/29/70 WAS 255 021
12/02/69 WAS 248 051 06/29/70 WAS 255 022
12/02/69 WAS 248 052 12/28/70 WAS 262 340
12/04/69 WAS 248 187 12/28/70 WAS 262 341
12/04/69 WAS 248 188 01/05/71 WAS 262 490
12/12/69 WAS 248 419 01/05/71 WAS 262 491
12/12/69 WAS 248 420 01/05/71 WAS 262 492
12/12/69 WAS 248 421 01/05/71 WAS 262 493
12/23/69 WAS 249 061 01/05/71 WAS 262 494
01/05/70 WAS 249 276 01/05/71 WAS 262 495
01/05/70 WAS 249 277 01/07/71 WAS 262 578
01/05/70 WAS 249 278 01/07/71 WAS 262 579
02/24/70 WAS 250 500 01/07/71 WAS 262 580
02/24/70 WAS 250 501 01/07/71 WAS 262 581
02/24/70 WAS 250 502 01/07/71 WAS 262 582
02/24/70 WAS 250 503 01/11/71 WAS 262 659
04/02/70 WAS 251 619 01/11/71 WAS 262 660
04/02/70 WAS 251 620 01/11/71 WAS 262 661
04/02/70 WAS 251 621 01/11/71 WAS 262 662
04/06/70 WAS 251 648 01/11/71 WAS 262 663
04/06/70 WAS 251 649 01/25/71 WAS 263 308
04/06/70 WAS 251 650 01/25/71 WAS 263 309
05/18/70 WAS 253 151 01/25/71 WAS 263 310
05/18/70 WAS 253 152 01/25/71 WAS 263 311
</TABLE>
-46-
<PAGE> 47
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/25/71 WAS 263 312 06/21/71 WAS 270 542
01/25/71 WAS 263 313 06/22/71 WAS 270 598
02/18/71 WAS 264 338 06/22/71 WAS 270 599
02/18/71 WAS 264 339 06/22/71 WAS 270 600
02/18/71 WAS 264 340 06/22/71 WAS 270 601
02/18/71 WAS 264 341 07/06/71 WAS 271 624
02/19/71 WAS 264 364 07/09/71 WAS 272 081
02/19/71 WAS 264 365 07/09/71 WAS 272 081
02/19/71 WAS 264 366 07/09/71 WAS 272 082
02/19/71 WAS 264 367 07/09/71 WAS 272 083
02/26/71 WAS 264 545 07/09/71 WAS 272 084
02/26/71 WAS 264 546 11/17/71 WAS 279 176
02/26/71 WAS 264 547 11/17/71 WAS 279 177
02/26/71 WAS 264 548 11/17/71 WAS 279 178
02/26/71 WAS 264 549 11/17/71 WAS 279 179
03/01/71 WAS 264 656 11/17/71 WAS 279 180
03/01/71 WAS 264 657 11/24/71 WAS 279 394
03/01/71 WAS 264 658 11/24/71 WAS 279 395
03/01/71 WAS 264 659 11/24/71 WAS 279 396
03/01/71 WAS 264 660 11/24/71 WAS 279 397
03/18/71 WAS 265 507 11/24/71 WAS 279 398
03/18/71 WAS 265 508 11/24/71 WAS 279 399
03/18/71 WAS 265 509 11/24/71 WAS 279 400
03/18/71 WAS 265 510 01/25/72 WAS 282 267
03/18/71 WAS 265 511 01/25/72 WAS 282 268
06/21/71 WAS 270 538 01/25/72 WAS 282 270
06/21/71 WAS 270 539 01/25/72 WAS 282 271
06/21/71 WAS 270 540 01/25/72 WAS 282 272
06/21/71 WAS 270 541 01/25/72 WAS 282 273
</TABLE>
-47-
<PAGE> 48
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/25/72 WAS 282 274 08/16/74 WAS 335 894
09/13/72 WAS 295 582 08/16/74 WAS 335 897
09/13/72 WAS 295 583 08/16/74 WAS 335 899
09/13/72 WAS 295 584 08/16/74 WAS 335 900
09/19/72 WAS 296 276 08/16/74 WAS 335 902
09/19/72 WAS 296 277 08/16/74 WAS 335 905
09/19/72 WAS 296 278 08/16/74 WAS 335 908
09/19/72 WAS 296 279 08/16/74 WAS 335 910
08/16/74 WAS 335 861 08/16/74 WAS 335 912
08/16/74 WAS 335 862 08/16/74 WAS 335 914
08/16/74 WAS 335 863 08/16/74 WAS 335 916
08/16/74 WAS 335 864 08/16/74 WAS 335 918
08/16/74 WAS 335 865 08/16/74 WAS 335 920
08/16/74 WAS 335 866 08/16/74 WAS 335 922
08/16/74 WAS 335 867 08/16/74 WAS 335 923
08/16/74 WAS 335 868 10/04/74 WAS 338 100
08/16/74 WAS 335 869 10/04/74 WAS 338 102
08/16/74 WAS 335 870 10/04/74 WAS 338 105
08/16/74 WAS 335 871 10/28/74 WAS 338 994
08/16/74 WAS 335 872 12/04/74 WAS 340 417
08/16/74 WAS 335 873 12/04/74 WAS 340 419
08/16/74 WAS 335 874 12/04/74 WAS 340 421
08/16/74 WAS 335 875 12/04/74 WAS 340 424
08/16/74 WAS 335 879 12/30/74 WAS 341 318
08/16/74 WAS 335 882 12/30/74 WAS 341 320
08/16/74 WAS 335 884 01/20/75 WAS 341 987
08/16/74 WAS 335 886 01/20/75 WAS 341 989
08/16/74 WAS 335 888 01/20/75 WAS 341 991
08/16/74 WAS 335 891 02/19/75 WAS 342 723
</TABLE>
-48-
<PAGE> 49
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
02/19/75 WAS 342 725 05/26/75 WAS 346 154
02/19/75 WAS 342 727 05/26/75 WAS 346 156
02/19/75 WAS 342 728 05/26/75 WAS 346 158
02/19/75 WAS 342 730 03/03/76 WAS 357 260
02/19/75 WAS 342 731 03/03/76 WAS 357 261
02/19/75 WAS 342 732 03/03/76 WAS 357 264
02/19/75 WAS 342 734 03/03/76 WAS 357 266
02/19/75 WAS 342 736 03/03/76 WAS 357 268
02/19/75 WAS 342 738 03/03/76 WAS 357 270
02/19/75 WAS 342 740 03/03/76 WAS 357 272
02/19/75 WAS 342 742 03/03/76 WAS 357 274
02/19/75 WAS 342 744 03/03/76 WAS 357 276
02/19/75 WAS 342 746 03/03/76 WAS 357 278
02/19/75 WAS 342 749 03/03/76 WAS 357 280
02/19/75 WAS 342 751 03/03/76 WAS 357 282
02/19/75 WAS 342 753 03/03/76 WAS 357 284
02/19/75 WAS 342 757 03/03/76 WAS 357 286
02/19/75 WAS 342 761 03/03/76 WAS 357 288
02/19/75 WAS 342 763 03/03/76 WAS 357 290
02/19/75 WAS 342 765 03/03/76 WAS 357 292
05/07/75 WAS 345 482 03/03/76 WAS 357 294
05/26/75 WAS 346 138 03/03/76 WAS 357 296
05/26/75 WAS 346 140 03/03/76 WAS 357 298
05/26/75 WAS 346 142 03/03/76 WAS 357 300
05/26/75 WAS 346 144 03/03/76 WAS 357 302
05/26/75 WAS 346 146 03/03/76 WAS 357 304
05/26/75 WAS 346 148 03/03/76 WAS 357 306
05/26/75 WAS 346 150 03/03/76 WAS 357 308
05/26/75 WAS 346 152 03/03/76 WAS 357 310
</TABLE>
-49-
<PAGE> 50
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/03/76 WAS 357 312 06/23/76 WAS 362 452
03/03/76 WAS 357 314 06/23/76 WAS 362 454
03/03/76 WAS 357 316 06/23/76 WAS 362 456
03/03/76 WAS 357 318 06/23/76 WAS 362 458
03/03/76 WAS 357 320 06/23/76 WAS 362 460
03/03/76 WAS 357 322 06/23/76 WAS 362 462
03/03/76 WAS 357 324 06/23/76 WAS 362 464
03/03/76 WAS 357 326 06/23/76 WAS 362 466
03/03/76 WAS 357 328 06/23/76 WAS 362 468
03/03/76 WAS 357 330 06/23/76 WAS 362 470
03/03/76 WAS 357 332 06/23/76 WAS 362 472
03/03/76 WAS 357 334 06/23/76 WAS 362 474
03/03/76 WAS 357 336 06/23/76 WAS 362 477
03/03/76 WAS 357 338 06/23/76 WAS 362 479
03/03/76 WAS 357 340 06/23/76 WAS 362 481
03/03/76 WAS 357 342 11/01/76 WAS 368 512
03/03/76 WAS 357 344 11/01/76 WAS 368 514
03/03/76 WAS 357 346 11/01/76 WAS 368 515
03/03/76 WAS 357 348 11/01/76 WAS 368 516
03/03/76 WAS 357 350 11/01/76 WAS 368 517
03/03/76 WAS 357 352 11/01/76 WAS 368 518
06/01/76 WAS 361 343 11/01/76 WAS 368 519
06/01/76 WAS 361 345 11/01/76 WAS 368 520
06/01/76 WAS 361 347 11/01/76 WAS 368 521
06/01/76 WAS 361 349 11/01/76 WAS 368 522
06/01/76 WAS 361 351 02/17/77 WAS 372 686
06/01/76 WAS 361 353 02/17/77 WAS 372 688
06/23/76 WAS 362 448 02/17/77 WAS 372 689
06/23/76 WAS 362 450 02/17/77 WAS 372 691
</TABLE>
-50-
<PAGE> 51
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
02/17/77 WAS 372 693 05/22/77 WAS 377 307
02/17/77 WAS 372 695 06/24/77 WAS 379 082
02/17/77 WAS 372 697 06/24/77 WAS 379 085
02/17/77 WAS 372 699 06/27/77 WAS 379 187
02/17/77 WAS 372 701 06/27/77 WAS 379 188
02/17/77 WAS 372 703 06/27/77 WAS 379 189
04/15/77 WAS 374 808 06/27/77 WAS 379 190
04/15/77 WAS 374 811 06/27/77 WAS 379 191
04/15/77 WAS 374 813 06/27/77 WAS 379 192
04/15/77 WAS 374 814 06/27/77 WAS 379 193
04/15/77 WAS 374 816 06/27/77 WAS 379 194
04/15/77 WAS 374 819 06/27/77 WAS 379 195
04/15/77 WAS 374 822 06/27/77 WAS 379 196
04/15/77 WAS 374 825 06/27/77 WAS 379 197
04/15/77 WAS 374 828 06/27/77 WAS 379 198
04/15/77 WAS 374 831 06/27/77 WAS 379 199
04/15/77 WAS 374 834 06/27/77 WAS 379 200
04/15/77 WAS 374 837 06/27/77 WAS 379 201
04/15/77 WAS 374 839 06/27/77 WAS 379 202
04/15/77 WAS 374 841 06/27/77 WAS 379 203
04/15/77 WAS 374 843 06/27/77 WAS 379 204
04/15/77 WAS 374 845 06/27/77 WAS 379 205
04/15/77 WAS 374 847 06/27/77 WAS 379 206
04/15/77 WAS 374 849 06/27/77 WAS 379 207
04/15/77 WAS 374 850 06/27/77 WAS 379 208
04/15/77 WAS 374 852 06/27/77 WAS 379 209
04/15/77 WAS 374 853 06/27/77 WAS 379 210
04/15/77 WAS 374 854 06/27/77 WAS 379 211
04/15/77 WAS 374 855 06/27/77 WAS 379 211
</TABLE>
-51-
<PAGE> 52
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
06/27/77 WAS 379 212 06/27/77 WAS 379 257
06/27/77 WAS 379 213 06/27/77 WAS 379 259
06/27/77 WAS 379 214 06/27/77 WAS 379 262
06/27/77 WAS 379 215 06/27/77 WAS 379 264
06/27/77 WAS 379 216 06/27/77 WAS 379 266
06/27/77 WAS 379 217 06/27/77 WAS 379 269
06/27/77 WAS 379 218 08/29/77 NDS 003 938
06/27/77 WAS 379 219 12/01/77 NDS 009 043
06/27/77 WAS 379 220 12/01/77 NDS 009 044
06/27/77 WAS 379 221 12/01/77 NDS 009 045
06/27/77 WAS 379 222 12/01/77 NDS 009 046
06/27/77 WAS 379 223 12/01/77 NDS 009 047
06/27/77 WAS 379 224 12/01/77 NDS 009 048
06/27/77 WAS 379 225 12/01/77 NDS 009 049
06/27/77 WAS 379 227 12/01/77 NDS 009 050
06/27/77 WAS 379 229 12/01/77 NDS 009 051
06/27/77 WAS 379 231 12/01/77 NDS 009 052
06/27/77 WAS 379 233 12/01/77 NDS 009 053
06/27/77 WAS 379 235 12/01/77 NDS 009 054
06/27/77 WAS 379 237 12/01/77 NDS 009 055
06/27/77 WAS 379 239 12/01/77 NDS 009 056
06/27/77 WAS 379 241 12/01/77 NDS 009 057
06/27/77 WAS 379 243 12/01/77 NDS 009 058
06/27/77 WAS 379 245 12/01/77 NDS 009 059
06/27/77 WAS 379 247 12/01/77 NDS 009 060
06/27/77 WAS 379 249 12/01/77 NDS 009 061
06/27/77 WAS 379 251 12/01/77 NDS 009 062
06/27/77 WAS 379 253 12/01/77 NDS 009 063
06/27/77 WAS 379 255 12/01/77 NDS 009 064
</TABLE>
-52-
<PAGE> 53
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
12/01/77 NDS 009 065 12/01/77 NDS 009 094
12/01/77 NDS 009 066 12/01/77 NDS 009 095
12/01/77 NDS 009 067 12/01/77 NDS 009 096
12/01/77 NDS 009 068 12/01/77 NDS 009 097
12/01/77 NDS 009 069 12/01/77 NDS 009 098
12/01/77 NDS 009 070 12/01/77 NDS 009 099
12/01/77 NDS 009 071 12/01/77 NDS 009 100
12/01/77 NDS 009 072 12/01/77 NDS 009 101
12/01/77 NDS 009 073 12/01/77 NDS 009 102
12/01/77 NDS 009 074 12/01/77 NDS 009 103
12/01/77 NDS 009 075 12/01/77 NDS 009 104
12/01/77 NDS 009 076 12/01/77 NDS 009 105
12/01/77 NDS 009 077 12/01/77 NDS 009 106
12/01/77 NDS 009 078 12/01/77 NDS 009 107
12/01/77 NDS 009 079 12/01/77 NDS 009 108
12/01/77 NDS 009 080 12/01/77 NDS 009 109
12/01/77 NDS 009 081 12/01/77 NDS 009 110
12/01/77 NDS 009 082 12/01/77 NDS 009 111
12/01/77 NDS 009 083 12/01/77 NDS 009 112
12/01/77 NDS 009 084 12/01/77 NDS 009 113
12/01/77 NDS 009 085 12/01/77 NDS 009 114
12/01/77 NDS 009 086 12/01/77 NDS 009 115
12/01/77 NDS 009 087 12/01/77 NDS 009 116
12/01/77 NDS 009 088 12/01/77 NDS 009 118
12/01/77 NDS 009 089 12/01/77 NDS 009 120
12/01/77 NDS 009 090 12/01/77 NDS 009 122
12/01/77 NDS 009 091 12/01/77 NDS 009 124
12/01/77 NDS 009 092 12/01/77 NDS 009 126
12/01/77 NDS 009 093 12/01/77 NDS 009 128
</TABLE>
-53-
<PAGE> 54
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
12/01/77 NDS 009 130 02/15/78 NDS 012 017
12/01/77 NDS 009 132 02/15/78 NDS 012 020
12/01/77 NDS 009 134 02/15/78 NDS 012 021
12/01/77 NDS 009 137 02/15/78 NDS 012 022
12/01/77 NDS 009 140 02/15/78 NDS 012 023
12/19/77 NDS 009 895 02/27/78 NDS 012 526
12/19/77 NDS 009 898 04/26/78 NDS 015 433
12/19/77 NDS 009 901 04/26/78 NDS 015 434
12/19/77 NDS 009 902 04/26/78 NDS 015 436
12/19/77 NDS 009 903 04/26/78 NDS 015 437
12/19/77 NDS 009 904 04/26/78 NDS 015 438
12/19/77 NDS 009 905 04/26/78 NDS 015 439
12/19/77 NDS 009 906 04/26/78 NDS 015 443
12/19/77 NDS 009 907 04/26/78 NDS 015 444
12/19/77 NDS 009 908 04/26/78 NDS 015 445
12/19/77 NDS 009 909 04/26/78 NDS 015 448
12/19/77 NDS 009 910 04/26/78 NDS 015 449
12/19/77 NDS 009 911 04/26/78 NDS 015 450
12/19/77 NDS 009 912 04/26/78 NDS 015 451
12/19/77 NDS 009 913 04/26/78 NDS 015 452
12/19/77 NDS 009 916 04/26/78 NDS 015 455
12/19/77 NDS 009 917 04/26/78 NDS 015 456
12/19/77 NDS 009 918 04/26/78 NDS 015 457
12/19/77 NDS 009 919 04/26/78 NDS 015 458
12/19/77 NDS 009 920 04/26/78 NDS 015 459
02/15/78 NDS 012 010 04/26/78 NDS 015 460
02/15/78 NDS 012 014 08/15/78 NDS 022 195
02/15/78 NDS 012 015 08/21/78 NDS 022 508
02/15/78 NDS 012 016 08/21/78 NDS 022 509
</TABLE>
-54-
<PAGE> 55
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
08/21/78 NDS 022 510 09/05/78 NDS 023 462
08/21/78 NDS 022 511 09/05/78 NDS 023 465
08/21/78 NDS 022 512 09/05/78 NDS 023 466
08/21/78 NDS 022 513 09/05/78 NDS 023 467
08/21/78 NDS 022 514 09/05/78 NDS 023 468
08/21/78 NDS 022 515 09/05/78 NDS 023 469
08/21/78 NDS 022 516 09/05/78 NDS 023 470
08/21/78 NDS 022 517 11/13/78 NDS 027 555
08/21/78 NDS 022 518 11/13/78 NDS 027 556
08/21/78 NDS 022 519 11/13/78 NDS 027 557
08/21/78 NDS 022 520 11/13/78 NDS 027 560
08/21/78 NDS 022 521 11/13/78 NDS 027 563
08/21/78 NDS 022 522 11/13/78 NDS 027 566
08/21/78 NDS 022 523 11/13/78 NDS 027 569
08/21/78 NDS 022 524 11/13/78 NDS 027 572
08/21/78 NDS 022 525 11/13/78 NDS 027 575
09/05/78 NDS 023 441 11/13/78 NDS 027 578
09/05/78 NDS 023 442 11/13/78 NDS 027 581
09/05/78 NDS 023 443 01/10/79 NDS 029 808
09/05/78 NDS 023 444 01/10/79 NDS 029 811
09/05/78 NDS 023 445 01/10/79 NDS 029 814
09/05/78 NDS 023 448 01/10/79 NDS 029 817
09/05/78 NDS 023 449 01/10/79 NDS 029 820
09/05/78 NDS 023 450 01/10/79 NDS 029 821
09/05/78 NDS 023 451 01/10/79 NDS 029 824
09/05/78 NDS 023 454 01/10/79 NDS 029 827
09/05/78 NDS 023 457 01/10/79 NDS 029 829
09/05/78 NDS 023 458 01/10/79 NDS 029 831
09/05/78 NDS 023 459 01/10/79 NDS 029 833
</TABLE>
-55-
<PAGE> 56
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/17/79 NDS 030 107 06/26/79 NDS 036 796
01/17/79 NDS 030 110 06/26/79 NDS 036 798
01/17/79 NDS 030 113 06/26/79 NDS 036 800
01/17/79 NDS 030 116 06/26/79 NDS 036 802
01/17/79 NDS 030 119 06/26/79 NDS 036 805
01/17/79 NDS 030 121 06/26/79 NDS 036 808
01/17/79 NDS 030 123 06/26/79 NDS 036 809
01/17/79 NDS 030 126 06/26/79 NDS 036 810
01/17/79 NDS 030 130 06/26/79 NDS 036 812
01/17/79 NDS 030 133 06/26/79 NDS 036 814
01/17/79 NDS 030 135 06/26/79 NDS 036 816
01/17/79 NDS 030 137 06/26/79 NDS 036 818
01/17/79 NDS 030 139 06/26/79 NDS 036 820
02/14/79 NDS 031 144 06/26/79 NDS 036 821
02/14/79 NDS 031 146 07/16/79 NDS 038 001
02/14/79 NDS 031 148 07/16/79 NDS 038 005
02/14/79 NDS 031 150 07/16/79 NDS 038 007
02/14/79 NDS 031 152 07/16/79 NDS 038 009
02/14/79 NDS 031 154 07/16/79 NDS 038 011
02/14/79 NDS 031 156 07/16/79 NDS 038 013
02/14/79 NDS 031 158 07/16/79 NDS 038 015
03/14/79 NDS 032 154 07/16/79 NDS 038 017
03/14/79 NDS 032 157 07/16/79 NDS 038 019
03/14/79 NDS 032 159 07/16/79 NDS 038 021
03/14/79 NDS 032 161 07/16/79 NDS 038 023
04/06/79 NDS 033 131 07/16/79 NDS 038 025
06/26/79 NDS 036 789 07/16/79 NDS 038 027
06/26/79 NDS 036 791 07/16/79 NDS 038 029
06/26/79 NDS 036 793 07/16/79 NDS 038 032
</TABLE>
-56-
<PAGE> 57
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
09/25/79 NDS 041 412 05/14/80 NDS 051 507
09/25/79 NDS 041 414 05/14/80 NDS 051 509
09/25/79 NDS 041 416 05/14/80 NDS 051 511
09/25/79 NDS 041 418 05/14/80 NDS 051 513
09/25/79 NDS 041 420 05/14/80 NDS 051 515
09/25/79 NDS 041 422 05/14/80 NDS 051 517
09/25/79 NDS 041 424 05/14/80 NDS 051 519
09/25/79 NDS 041 426 05/14/80 NDS 051 521
09/25/79 NDS 041 429 05/14/80 NDS 051 523
09/25/79 NDS 041 431 05/14/80 NDS 051 525
09/25/79 NDS 041 434 05/14/80 NDS 051 527
09/25/79 NDS 041 437 05/14/80 NDS 051 529
09/25/79 NDS 041 440 05/14/80 NDS 051 531
09/25/79 NDS 041 443 05/14/80 NDS 051 533
09/25/79 NDS 041 445 05/14/80 NDS 051 535
09/25/79 NDS 041 447 05/14/80 NDS 051 537
09/25/79 NDS 041 450 05/14/80 NDS 051 539
09/25/79 NDS 041 452 05/14/80 NDS 051 541
09/25/79 NDS 041 455 05/14/80 NDS 051 543
09/25/79 NDS 041 457 05/14/80 NDS 051 545
09/25/79 NDS 041 459 05/14/80 NDS 051 547
02/15/80 NDS 048 363 05/14/80 NDS 051 549
05/05/80 NDS 051 166 05/14/80 NDS 051 551
05/14/80 NDS 051 495 05/14/80 NDS 051 553
05/14/80 NDS 051 497 05/14/80 NDS 051 555
05/14/80 NDS 051 499 05/14/80 NDS 051 557
05/14/80 NDS 051 501 05/14/80 NDS 051 558
05/14/80 NDS 051 503 05/14/80 NDS 051 560
05/14/80 NDS 051 505 05/14/80 NDS 051 562
</TABLE>
-57-
<PAGE> 58
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
05/14/80 NDS 051 564 07/28/80 NDS 054 411
05/14/80 NDS 051 566 07/28/80 NDS 054 413
05/14/80 NDS 051 567 07/28/80 NDS 054 415
05/14/80 NDS 051 568 07/28/80 NDS 054 417
07/02/80 NDS 053 581 07/28/80 NDS 054 419
07/02/80 NDS 053 583 07/28/80 NDS 054 421
07/02/80 NDS 053 585 07/28/80 NDS 054 423
07/02/80 NDS 053 587 07/28/80 NDS 054 425
07/02/80 NDS 053 589 09/04/80 NDS 056 178
07/02/80 NDS 053 591 09/04/80 NDS 056 180
07/02/80 NDS 053 593 09/04/80 NDS 056 182
07/02/80 NDS 053 595 09/04/80 NDS 056 184
07/02/80 NDS 053 597 09/04/80 NDS 056 186
07/02/80 NDS 053 599 10/07/80 NDS 057 544
07/02/80 NDS 053 601 10/07/80 NDS 057 552
07/02/80 NDS 053 603 10/07/80 NDS 057 554
07/02/80 NDS 053 605 10/07/80 NDS 057 556
07/02/80 NDS 053 607 10/07/80 NDS 057 558
07/02/80 NDS 053 609 10/07/80 NDS 057 560
07/02/80 NDS 053 612 10/07/80 NDS 057 562
07/02/80 NDS 053 615 10/07/80 NDS 057 564
07/02/80 NDS 053 618 10/07/80 NDS 057 566
07/02/80 NDS 053 621 10/07/80 NDS 057 568
07/28/80 NDS 054 399 10/07/80 NDS 057 570
07/28/80 NDS 054 401 10/07/80 NDS 057 572
07/28/80 NDS 054 403 10/07/80 NDS 057 574
07/28/80 NDS 054 405 11/21/80 NDS 059 331
07/28/80 NDS 054 407 11/21/80 NDS 059 334
07/28/80 NDS 054 409 11/21/80 NDS 059 336
</TABLE>
-58-
<PAGE> 59
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
11/21/80 NDS 059 338 06/12/81 NDS 068 218
11/21/80 NDS 059 340 06/12/81 NDS 068 220
01/09/81 NDS 061 627 06/12/81 NDS 068 223
01/09/81 NDS 061 629 06/22/81 NDS 068 536
01/09/81 NDS 061 631 06/22/81 NDS 068 538
01/09/81 NDS 061 633 06/22/81 NDS 068 539
01/09/81 NDS 061 635 06/22/81 NDS 068 541
01/09/81 NDS 061 638 06/22/81 NDS 068 543
01/09/81 NDS 061 640 06/22/81 NDS 068 544
01/09/81 NDS 061 642 06/22/81 NDS 068 546
02/25/81 NDS 063 293 09/23/81 NDS 072 881
02/25/81 NDS 063 295 09/23/81 NDS 072 883
02/25/81 NDS 063 297 09/23/81 NDS 072 884
02/25/81 NDS 063 299 09/23/81 NDS 072 886
02/25/81 NDS 063 300 09/23/81 NDS 072 888
02/25/81 NDS 063 302 09/23/81 NDS 072 890
02/25/81 NDS 063 305 09/23/81 NDS 072 892
02/25/81 NDS 063 307 09/23/81 NDS 072 894
02/25/81 NDS 063 309 09/23/81 NDS 072 896
02/25/81 NDS 063 312 09/23/81 NDS 072 898
04/29/81 NDS 066 039 09/23/81 NDS 072 900
06/12/81 NDS 068 201 09/23/81 NDS 072 903
06/12/81 NDS 068 203 09/23/81 NDS 072 905
06/12/81 NDS 068 205 09/23/81 NDS 072 907
06/12/81 NDS 068 207 09/23/81 NDS 072 909
06/12/81 NDS 068 209 09/23/81 NDS 072 911
06/12/81 NDS 068 211 10/19/81 NDS 074 072
06/12/81 NDS 068 214 10/19/81 NDS 074 075
06/12/81 NDS 068 216 10/19/81 NDS 074 077
</TABLE>
-59-
<PAGE> 60
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
11/30/81 NDS 075 628 03/15/82 NDS 079 136
11/30/81 NDS 075 630 03/15/82 NDS 079 138
11/30/81 NDS 075 632 03/22/82 NDS 079 381
11/30/81 NDS 075 635 03/22/82 NDS 079 383
11/30/81 NDS 075 639 03/22/82 NDS 079 385
01/08/82 NDS 076 946 03/31/82 NDS 079 744
01/08/82 NDS 076 948 03/31/82 NDS 079 746
01/08/82 NDS 076 950 04/26/82 NDS 080 686
01/08/82 NDS 076 952 05/21/82 NDS 081 695
01/08/82 NDS 076 954 05/21/82 NDS 081 699
01/08/82 NDS 076 957 05/21/82 NDS 081 701
01/08/82 NDS 076 963 05/21/82 NDS 081 703
01/08/82 NDS 076 965 05/21/82 NDS 081 705
01/08/82 NDS 076 967 05/21/82 NDS 081 709
01/08/82 NDS 076 971 05/21/82 NDS 081 711
01/08/82 NDS 076 973 05/21/82 NDS 081 713
01/08/82 NDS 076 975 05/21/82 NDS 081 715
02/05/82 NDS 077 764 05/21/82 NDS 081 717
02/05/82 NDS 077 766 06/18/82 NDS 082 757
02/11/82 NDS 077 877 06/18/82 NDS 082 758
02/11/82 NDS 077 879 07/21/82 NDS 084 188
02/11/82 NDS 077 881 07/21/82 NDS 084 190
02/11/82 NDS 077 883 07/21/82 NDS 084 193
02/11/82 NDS 077 885 07/21/82 NDS 084 196
02/11/82 NDS 077 888 07/21/82 NDS 084 198
02/11/82 NDS 077 890 07/21/82 NDS 084 200
02/11/82 NDS 077 892 07/21/82 NDS 084 203
02/11/82 NDS 077 894 07/21/82 NDS 084 206
02/11/82 NDS 077 896 07/21/82 NDS 084 209
</TABLE>
-60-
<PAGE> 61
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/21/82 NDS 084 211 10/08/82 NDS 087 339
07/21/82 NDS 084 213 11/05/82 NDS 088 464
08/04/82 NDS 084 654 11/05/82 NDS 088 466
08/04/82 NDS 084 656 11/05/82 NDS 088 468
08/04/82 NDS 084 658 11/05/82 NDS 088 470
08/04/82 NDS 084 660 11/12/82 NDS 088 863
08/04/82 NDS 084 664 11/12/82 NDS 088 865
08/04/82 NDS 084 666 11/12/82 NDS 088 867
08/09/82 NDS 084 788 11/12/82 NDS 088 869
08/09/82 NDS 084 790 12/13/82 NDS 090 055
08/30/82 NDS 085 554 12/13/82 NDS 090 057
08/30/82 NDS 085 556 12/13/82 NDS 090 059
08/30/82 NDS 085 558 12/13/82 NDS 090 062
08/30/82 NDS 085 560 12/13/82 NDS 090 080
09/01/82 NDS 085 669 12/13/82 NDS 090 082
09/01/82 NDS 085 671 12/29/82 NDS 090 659
09/01/82 NDS 085 673 12/29/82 NDS 090 661
09/01/82 NDS 085 675 12/29/82 NDS 090 663
09/15/82 NDS 085 213 01/26/83 NDS 091 773
09/15/82 NDS 085 215 01/26/83 NDS 091 776
09/15/82 NDS 085 217 01/26/83 NDS 091 778
09/15/82 NDS 085 219 01/26/83 NDS 091 780
09/15/82 NDS 085 221 01/26/83 NDS 091 782
09/15/82 NDS 085 223 01/31/83 NDS 091 890
10/06/82 NDS 087 155 01/31/83 NDS 091 892
10/06/82 NDS 087 157 01/31/83 NDS 091 894
10/06/82 NDS 087 159 03/07/83 NDS 093 085
10/08/82 NDS 087 335 03/07/83 NDS 093 089
10/08/82 NDS 087 337 03/07/83 NDS 093 091
</TABLE>
-61-
<PAGE> 62
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
03/07/83 NDS 093 093 09/14/83 NDS 106 202
03/07/83 NDS 093 095 09/14/83 NDS 106 204
03/09/83 NDS 093 218 09/14/83 NDS 106 206
03/09/83 NDS 093 220 09/14/83 NDS 106 208
03/09/83 NDS 093 222 09/14/83 NDS 106 210
03/09/83 NDS 093 224 09/14/83 NDS 106 212
05/04/83 NDS 095 781 09/14/83 NDS 106 214
05/04/83 NDS 095 783 09/14/83 NDS 106 216
05/04/83 NDS 095 785 09/14/83 NDS 106 218
05/04/83 NDS 095 787 09/14/83 NDS 106 220
06/13/83 NDS 098 154 09/14/83 NDS 106 226
06/13/83 NDS 098 156 09/21/83 NDS 106 597
06/13/83 NDS 098 158 09/21/83 NDS 106 599
06/13/83 NDS 098 160 09/21/83 NDS 106 601
06/13/83 NDS 098 162 09/21/83 NDS 106 603
06/13/83 NDS 098 164 10/14/83 NDS 107 953
06/13/83 NDS 098 166 10/14/83 NDS 107 955
07/13/83 NDS 099 801 10/14/83 NDS 107 956
07/13/83 NDS 099 803 10/14/83 NDS 107 958
07/13/83 NDS 099 805 11/07/83 NDS 109 594
07/13/83 NDS 099 807 11/07/83 NDS 109 596
08/01/83 NDS 100 662 11/07/83 NDS 109 598
08/01/83 NDS 100 664 11/07/83 NDS 109 600
08/01/83 NDS 100 666 12/16/83 NDS 111 554
08/01/83 NDS 100 668 12/16/83 NDS 111 556
08/01/83 NDS 100 670 12/16/83 NDS 111 558
08/01/83 NDS 100 672 12/16/83 NDS 111 560
08/01/83 NDS 100 674 01/04/84 NDS 112 324
09/14/83 NDS 106 200 01/04/84 NDS 112 326
</TABLE>
-62-
<PAGE> 63
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/04/84 NDS 112 327 05/18/84 NDS 119 050
01/04/84 NDS 112 329 05/18/84 NDS 119 052
01/04/84 NDS 112 331 05/18/84 NDS 119 054
01/18/84 NDS 112 883 05/18/84 NDS 119 056
01/18/84 NDS 112 885 06/08/84 NDS 120 347
01/18/84 NDS 112 888 06/08/84 NDS 120 349
01/18/84 NDS 112 890 06/08/84 NDS 120 351
02/08/84 NDS 113 654 06/08/84 NDS 120 353
02/08/84 NDS 113 656 06/22/84 NDS 121 378
02/08/84 NDS 113 658 06/22/84 NDS 121 380
02/08/84 NDS 113 660 06/22/84 NDS 121 382
03/14/84 NDS 115 407 06/22/84 NDS 121 384
03/14/84 NDS 115 409 07/16/84 NDS 122 714
03/14/84 NDS 115 411 07/16/84 NDS 122 716
03/14/84 NDS 115 414 07/16/84 NDS 122 718
04/09/84 NDS 116 482 07/16/84 NDS 122 720
04/09/84 NDS 116 484 07/16/84 NDS 122 722
04/09/84 NDS 116 486 08/01/84 NDS 123 535
04/09/84 NDS 116 489 08/01/84 NDS 123 538
04/23/84 NDS 117 446 08/01/84 NDS 123 540
04/23/84 NDS 117 447 08/01/84 NDS 123 542
04/23/84 NDS 117 449 08/10/84 NDS 123 906
04/23/84 NDS 117 451 08/10/84 NDS 123 910
04/23/84 NDS 117 453 08/10/84 NDS 123 912
04/25/84 NDS 117 611 08/10/84 NDS 123 914
04/25/84 NDS 117 613 08/17/84 NDS 124 258
04/25/84 NDS 117 615 08/17/84 NDS 124 260
04/25/84 NDS 117 617 08/17/84 NDS 124 262
05/18/84 NDS 119 048 08/17/84 NDS 124 265
</TABLE>
-63-
<PAGE> 64
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
08/17/84 NDS 124 267 02/11/85 NDS 133 081
08/17/84 NDS 124 269 02/11/85 NDS 133 083
09/07/84 NDS 125 238 02/11/85 NDS 133 085
09/07/84 NDS 125 240 02/11/85 NDS 133 087
09/07/84 NDS 125 242 04/12/85 NDS 136 316
09/07/84 NDS 125 245 04/12/85 NDS 136 317
09/19/84 NDS 125 776 04/12/85 NDS 136 319
09/19/84 NDS 125 778 04/12/85 NDS 136 322
09/19/84 NDS 125 780 05/03/85 NDS 137 628
09/19/84 NDS 125 783 05/03/85 NDS 137 630
09/19/84 NDS 125 785 05/03/85 NDS 137 632
09/19/84 NDS 125 787 05/03/85 NDS 137 633
09/19/84 NDS 125 789 05/03/85 NDS 137 635
10/17/84 NDS 127 276 05/03/85 NDS 137 637
10/17/84 NDS 127 278 05/15/85 NDS 138 321
10/17/84 NDS 127 280 05/15/85 NDS 138 323
10/17/84 NDS 127 282 05/15/85 NDS 138 325
10/17/84 NDS 127 284 05/15/85 NDS 138 327
10/17/84 NDS 127 286 05/15/85 NDS 138 330
10/17/84 NDS 127 288 05/29/85 NDS 139 028
11/05/84 NDS 128 462 05/29/85 NDS 139 030
11/05/84 NDS 128 465 05/29/85 NDS 139 033
11/05/84 NDS 128 467 05/29/85 NDS 139 035
11/05/84 NDS 128 469 05/29/85 NDS 139 037
11/05/84 NDS 128 471 05/29/85 NDS 139 039
11/05/84 NDS 128 473 05/29/85 NDS 139 041
01/02/85 NDS 131 511 06/14/85 NDS 140 406
02/11/85 NDS 133 077 06/14/85 NDS 140 408
02/11/85 NDS 133 079 06/14/85 NDS 140 410
</TABLE>
-64-
<PAGE> 65
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
06/14/85 NDS 140 413 09/18/85 NDS 147 383
06/14/85 NDS 140 416 10/02/85 NDS 148 509
06/28/85 NDS 141 512 10/02/85 NDS 148 513
06/28/85 NDS 141 514 10/02/85 NDS 148 516
06/28/85 NDS 141 516 10/16/85 NDS 149 567
07/15/85 NDS 142 636 10/16/85 NDS 149 569
07/15/85 NDS 142 638 10/16/85 NDS 149 571
07/15/85 NDS 142 641 10/16/85 NDS 149 573
07/15/85 NDS 142 643 10/16/85 NDS 149 575
08/09/85 NDS 144 531 10/16/85 NDS 149 800
08/09/85 NDS 144 533 10/16/85 NDS 149 802
08/09/85 NDS 144 536 10/16/85 NDS 149 804
08/09/85 NDS 144 538 10/21/85 NDS 149 798
08/09/85 NDS 144 541 11/22/85 NDS 152 393
08/12/85 NDS 144 587 11/22/85 NDS 152 395
08/12/85 NDS 144 589 11/22/85 NDS 152 397
08/12/85 NDS 144 593 11/22/85 NDS 152 399
09/11/85 NDS 146 962 11/22/85 NDS 152 401
09/11/85 NDS 146 964 12/20/85 NDS 154 339
09/11/85 NDS 146 966 12/20/85 NDS 154 341
09/11/85 NDS 146 968 12/20/85 NDS 154 343
09/11/85 NDS 146 970 12/20/85 NDS 154 346
09/11/85 NDS 146 972 12/20/85 NDS 154 348
09/18/85 NDS 147 369 01/08/86 NDS 155 484
09/18/85 NDS 147 372 01/08/86 NDS 155 489
09/18/85 NDS 147 374 01/08/86 NDS 155 491
09/18/85 NDS 147 376 01/22/86 NDS 156 280
09/18/85 NDS 147 378 01/22/86 NDS 156 282
09/18/85 NDS 147 380 01/22/86 NDS 156 284
</TABLE>
-65-
<PAGE> 66
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/22/86 NDS 156 286 09/05/86 NDS 174 573
03/07/86 NDS 159 021 09/05/86 NDS 174 575
03/07/86 NDS 159 023 09/05/86 NDS 174 577
03/07/86 NDS 159 025 10/06/86 NDS 177 630
03/07/86 NDS 159 027 10/06/86 NDS 177 632
03/31/86 NDS 160 610 10/06/86 NDS 177 634
03/31/86 NDS 160 618 10/06/86 NDS 177 636
04/18/86 NDS 162 015 10/27/86 NDS 179 668
05/09/86 NDS 163 646 10/27/86 NDS 179 670
05/09/86 NDS 163 648 11/19/86 NDS 181 870
05/09/86 NDS 163 650 11/19/86 NDS 181 872
05/09/86 NDS 163 652 11/19/86 NDS 181 874
05/09/86 NDS 163 656 11/19/86 NDS 181 876
06/18/86 NDS 167 198 12/31/86 NDS 185 810
06/18/86 NDS 167 200 12/31/86 NDS 185 812
06/18/86 NDS 167 202 12/31/86 NDS 185 814
06/18/86 NDS 167 205 12/31/86 NDS 185 816
07/07/86 NDS 169 087 12/31/86 NDS 185 818
07/07/86 NDS 169 089 01/14/87 NDS 187 373
08/06/86 NDS 171 745 01/14/87 NDS 187 375
08/06/86 NDS 171 748 01/14/87 NDS 187 377
08/06/86 NDS 171 750 01/14/87 NDS 187 380
08/06/86 NDS 171 753 01/14/87 NDS 187 383
08/06/86 NDS 171 756 02/02/87 NDS 188 579
08/15/86 NDS 172 592 02/02/87 NDS 188 581
08/15/86 NDS 172 594 02/02/87 NDS 188 583
08/15/86 NDS 172 596 02/02/87 NDS 188 585
08/15/86 NDS 172 598 02/25/87 NDS 190 430
09/05/86 NDS 174 571 02/25/87 NDS 190 433
</TABLE>
-66-
<PAGE> 67
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
02/25/87 NDS 190 436 07/27/87 NDS 205 912
02/25/87 NDS 190 439 09/16/87 NDS 210 853
04/01/87 NDS 193 968 09/16/87 NDS 210 856
04/01/87 NDS 193 970 09/16/87 NDS 210 858
04/01/87 NDS 193 972 09/16/87 NDS 210 860
04/01/87 NDS 193 975 09/16/87 NDS 210 862
05/06/87 NDS 197 219 09/16/87 NDS 210 864
05/06/87 NDS 197 222 09/16/87 NDS 210 866
05/06/87 NDS 197 224 09/16/87 NDS 210 871
05/06/87 NDS 197 226 09/16/87 NDS 210 876
06/01/87 NDS 199 640 09/16/87 NDS 210 878
06/01/87 NDS 199 642 09/16/87 NDS 210 880
06/01/87 NDS 199 644 10/14/87 NDS 214 390
06/01/87 NDS 199 646 10/14/87 NDS 214 392
06/01/87 NDS 199 648 10/28/87 NDS 215 632
06/03/87 NDS 200 042 10/28/87 NDS 215 637
06/08/87 NDS 200 485 10/28/87 NDS 215 639
06/08/87 NDS 200 487 11/09/87 NDS 216 833
06/08/87 NDS 200 490 11/09/87 NDS 216 835
06/08/87 NDS 200 492 11/09/87 NDS 216 837
06/08/87 NDS 200 494 11/09/87 NDS 216 839
06/08/87 NDS 200 496 12/28/87 NDS 221 486
07/06/87 NDS 204 021 12/28/87 NDS 221 488
07/06/87 NDS 204 023 12/28/87 NDS 221 490
07/06/87 NDS 204 025 01/06/88 NDS 222 224
07/06/87 NDS 204 027 01/06/88 NDS 222 226
07/27/87 NDS 205 906 01/06/88 NDS 222 228
07/27/87 NDS 205 908 02/19/88 NDS 225 456
07/27/87 NDS 205 910 02/19/88 NDS 225 458
</TABLE>
-67-
<PAGE> 68
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
02/19/88 NDS 225 460 09/28/88 NDS 247 912
02/19/88 NDS 225 462 09/28/88 NDS 247 914
02/19/88 NDS 225 464 09/28/88 NDS 247 916
03/30/88 NDS 228 587 10/07/88 NDS 249 174
03/30/88 NDS 228 589 10/07/88 NDS 249 178
03/30/88 NDS 228 591 10/07/88 NDS 249 180
03/30/88 NDS 228 593 10/14/88 NDS 249 833
04/20/88 NDS 230 627 10/14/88 NDS 249 835
04/20/88 NDS 230 629 10/14/88 NDS 249 837
04/20/88 NDS 230 631 10/14/88 NDS 249 839
05/16/88 NDS 233 186 10/26/88 NDS 250 974
05/16/88 NDS 233 188 10/26/88 NDS 250 976
06/15/88 NDS 236 482 10/26/88 NDS 250 978
06/15/88 NDS 236 484 10/26/88 NDS 250 980
06/15/88 NDS 236 486 11/07/88 NDS 252 246
06/15/88 NDS 236 488 11/07/88 NDS 252 248
07/15/88 NDS 240 153 11/07/88 NDS 252 250
07/15/88 NDS 240 155 11/07/88 NDS 252 252
07/15/88 NDS 240 157 11/07/88 NDS 252 254
07/15/88 NDS 240 160 11/07/88 NDS 252 256
08/10/88 NDS 242 751 12/09/88 NDS 255 601
08/10/88 NDS 242 753 12/09/88 NDS 255 603
08/10/88 NDS 242 755 12/09/88 NDS 255 605
08/10/88 NDS 242 757 01/09/89 NDS 258 156
08/22/88 NDS 243 884 01/09/89 NDS 258 158
08/22/88 NDS 243 886 01/09/89 NDS 258 160
09/28/88 NDS 247 906 01/09/89 NDS 258 162
09/28/88 NDS 247 908 01/09/89 NDS 258 164
09/28/88 NDS 247 910 01/09/89 NDS 258 166
</TABLE>
-68-
<PAGE> 69
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/20/89 NDS 259 300 05/03/89 NDS 268 346
01/20/89 NDS 259 302 05/03/89 NDS 268 348
02/15/89 NDS 261 316 05/03/89 NDS 268 350
02/15/89 NDS 261 318 05/03/89 NDS 268 353
02/15/89 NDS 261 320 06/26/89 NDS 274 277
02/15/89 NDS 261 322 06/26/89 NDS 274 279
02/15/89 NDS 261 324 06/26/89 NDS 274 281
02/15/89 NDS 261 326 06/26/89 NDS 274 283
03/03/89 NDS 262 634 06/26/89 NDS 274 285
03/03/89 NDS 262 636 07/14/89 NDS 276 530
03/03/89 NDS 262 638 07/14/89 NDS 276 532
03/03/89 NDS 262 640 07/14/89 NDS 276 534
03/03/89 NDS 262 642 07/26/89 NDS 277 690
03/03/89 NDS 262 644 07/26/89 NDS 277 692
03/13/89 NDS 263 204 07/26/89 NDS 277 694
03/13/89 NDS 263 206 07/26/89 NDS 277 696
03/13/89 NDS 263 208 07/26/89 NDS 277 698
03/13/89 NDS 263 210 07/26/89 NDS 277 700
04/07/89 NDS 265 515 07/26/89 NDS 277 702
04/14/89 NDS 266 296 08/09/89 NDS 279 189
04/14/89 NDS 266 298 08/09/89 NDS 279 190
04/14/89 NDS 266 300 08/09/89 NDS 279 192
04/14/89 NDS 266 302 08/09/89 NDS 279 194
04/14/89 NDS 266 304 08/09/89 NDS 279 196
04/14/89 NDS 266 306 08/09/89 NDS 279 198
04/14/89 NDS 266 311 08/09/89 NDS 279 200
04/14/89 NDS 266 313 08/18/89 NDS 279 987
04/14/89 NDS 266 315 08/18/89 NDS 279 989
05/03/89 NDS 268 344 08/18/89 NDS 279 991
</TABLE>
-69-
<PAGE> 70
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
08/18/89 NDS 279 996 12/20/89 NDS 293 111
10/06/89 NDS 284 920 12/20/89 NDS 293 114
10/06/89 NDS 284 922 12/20/89 NDS 293 116
10/06/89 NDS 284 924 12/20/89 NDS 293 118
10/06/89 NDS 284 926 12/20/89 NDS 293 120
10/06/89 NDS 284 928 02/23/90 NDS 299 142
10/13/89 NDS 285 636 02/23/90 NDS 299 144
10/13/89 NDS 285 638 02/23/90 NDS 299 146
10/13/89 NDS 285 640 02/23/90 NDS 299 148
10/13/89 NDS 285 642 02/23/90 NDS 299 150
10/13/89 NDS 285 644 02/23/90 NDS 299 152
10/13/89 NDS 285 646 03/02/90 NDS 300 055
10/13/89 NDS 285 648 03/02/90 NDS 300 057
10/13/89 NDS 285 650 03/02/90 NDS 300 059
10/13/89 NDS 285 652 03/02/90 NDS 300 061
10/13/89 NDS 285 654 03/02/90 NDS 300 063
11/06/89 NDS 288 231 03/02/90 NDS 300 065
11/06/89 NDS 288 233 05/04/90 NDS 306 663
11/06/89 NDS 288 235 05/04/90 NDS 306 665
11/06/89 NDS 288 237 05/04/90 NDS 306 667
11/17/89 NDS 289 722 05/04/90 NDS 306 669
11/17/89 NDS 289 724 01/04/91 NDS 329 869
11/17/89 NDS 289 726 01/04/91 NDS 329 871
11/17/89 NDS 289 728 01/04/91 NDS 329 873
11/17/89 NDS 289 730 01/04/91 NDS 329 875
11/17/89 NDS 289 732 01/10/91 NDS 330 105
11/17/89 NDS 289 734 01/10/91 NDS 330 107
12/20/89 NDS 293 107 01/10/91 NDS 330 109
12/20/89 NDS 293 109 01/10/91 NDS 330 111
</TABLE>
-70-
<PAGE> 71
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/25/91 NDS 331 055 04/05/91 NDS 337 091
01/25/91 NDS 331 057 04/05/91 NDS 337 093
01/25/91 NDS 331 059 04/05/91 NDS 337 095
01/25/91 NDS 331 061 04/05/91 NDS 337 097
02/12/91 NDS 332 263 04/05/91 NDS 337 099
02/12/91 NDS 332 266 04/05/91 NDS 337 101
02/12/91 NDS 332 268 04/05/91 NDS 337 103
02/26/91 NDS 333 280 04/05/91 NDS 337 105
02/26/91 NDS 333 282 05/14/91 NDS 341 271
02/26/91 NDS 333 284 05/14/91 NDS 341 273
02/26/91 NDS 333 289 05/14/91 NDS 341 275
02/26/91 NDS 333 294 05/14/91 NDS 341 277
02/26/91 NDS 333 299 05/14/91 NDS 341 279
02/26/91 NDS 333 301 05/14/91 NDS 341 281
02/26/91 NDS 333 303 05/14/91 NDS 341 283
02/26/91 NDS 333 305 05/14/91 NDS 341 288
02/28/91 NDS 333 586 06/17/91 NDS 344 957
02/28/91 NDS 333 588 06/17/91 NDS 344 959
02/28/91 NDS 333 590 06/17/91 NDS 344 961
02/28/91 NDS 333 592 06/21/91 NDS 345 674
02/28/91 NDS 333 594 07/19/91 NDS 348 421
02/28/91 NDS 333 596 07/19/91 NDS 348 423
02/28/91 NDS 333 598 07/19/91 NDS 348 425
02/28/91 NDS 333 600 07/19/91 NDS 348 427
02/28/91 NDS 333 602 07/19/91 NDS 348 429
02/28/91 NDS 333 604 07/19/91 NDS 348 431
02/28/91 NDS 333 606 07/24/91 NDS 348 807
02/28/91 NDS 333 608 07/29/91 NDS 349 062
04/05/91 NDS 337 089 08/05/91 NDS 350 078
</TABLE>
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<PAGE> 72
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
08/05/91 NDS 350 080 02/24/92 NDS 372 104
08/09/91 NDS 350 745 02/24/92 NDS 372 106
08/09/91 NDS 350 747 02/24/92 NDS 372 108
08/23/91 NDS 351 929 03/20/92 NDS 375 863
08/23/91 NDS 351 931 03/20/92 NDS 375 869
08/29/91 NDS 352 526 03/27/92 NDS 377 115
08/29/91 NDS 352 531 03/27/92 NDS 377 117
09/18/91 NDS 354 576 04/10/92 NDS 379 542
09/18/91 NDS 354 578 04/10/92 NDS 379 544
09/18/91 NDS 354 580 04/21/92 NDS 381 011
09/18/91 NDS 354 582 05/08/92 NDS 384 309
10/11/91 NDS 357 435 05/08/92 NDS 384 311
10/11/91 NDS 357 437 05/08/92 NDS 384 313
10/11/91 NDS 357 439 05/08/92 NDS 384 318
11/22/91 NDS 361 895 05/08/92 NDS 384 320
12/06/91 NDS 363 422 05/08/92 NDS 384 322
12/06/91 NDS 363 424 05/08/92 NDS 384 327
12/06/91 NDS 363 426 05/08/92 NDS 384 329
12/06/91 NDS 363 428 05/19/92 NDS 385 789
01/08/92 NDS 366 885 05/19/92 NDS 385 791
01/08/92 NDS 366 887 05/19/92 NDS 385 793
01/08/92 NDS 366 892 06/05/92 NDS 388 387
01/08/92 NDS 366 894 06/05/92 NDS 388 389
01/08/92 NDS 366 896 06/05/92 NDS 388 392
01/17/92 NDS 367 745 06/19/92 NDS 390 282
02/07/92 NDS 370 255 06/19/92 NDS 390 284
02/07/92 NDS 370 257 07/20/92 NDS 394 080
02/07/92 NDS 370 260 07/20/92 NDS 394 082
02/24/92 NDS 372 102 07/20/92 NDS 394 084
</TABLE>
-72-
<PAGE> 73
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
07/20/92 NDS 394 086 01/29/93 NDS 420 701
08/05/92 NDS 396 324 02/03/93 NDS 421 373
08/21/92 NDS 398 146 02/11/93 NDS 422 338
08/21/92 NDS 398 148 02/11/93 NDS 422 340
08/21/92 NDS 398 150 02/22/93 NDS 423 481
08/21/92 NDS 398 152 02/22/93 NDS 423 483
08/21/92 NDS 396 326 02/22/93 NDS 423 485
08/28/92 NDS 398 903 02/22/93 NDS 423 487
08/31/92 NDS 399 252 02/22/93 NDS 423 489
08/31/92 NDS 399 293 03/02/93 NDS 424 448
08/31/92 NDS 399 296 03/02/93 NDS 424 451
08/31/92 NDS 399 298 03/02/93 NDS 424 453
08/31/92 NDS 399 300 03/02/93 NDS 424 456
08/31/92 NDS 399 302 03/02/93 NDS 424 459
09/18/92 NDS 401 902 03/02/93 NDS 424 461
10/02/92 NDS 404 145 03/02/93 NDS 424 463
10/02/92 NDS 404 147 03/17/93 NDS 426 211
10/02/92 NDS 404 150 04/07/93 NDS 429 177
10/02/92 NDS 404 153 04/27/93 NDS 431 233
10/09/92 NDS 404 968 04/27/93 NDS 431 235
10/09/92 NDS 404 970 05/05/93 NDS 432 757
10/09/92 NDS 404 972 05/05/93 NDS 432 760
10/28/92 NDS 407 448 06/09/93 NDS 437 815
10/28/92 NDS 407 451 06/09/93 NDS 437 817
11/30/92 NDS 412 422 06/09/93 NDS 437 820
11/30/92 NDS 412 425 06/09/93 NDS 437 822
11/30/92 NDS 412 427 06/09/93 NDS 437 824
01/22/93 NDS 419 753 06/09/93 NDS 437 827
01/22/93 NDS 419 755 06/09/93 NDS 437 829
</TABLE>
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<PAGE> 74
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
06/09/93 NDS 437 831 12/14/93 NDS 468 083
07/26/93 NDS 445 001 12/14/93 NDS 468 085
07/26/93 NDS 445 003 12/14/93 NDS 468 087
07/26/93 NDS 445 005 12/14/93 NDS 468 089
07/26/93 NDS 445 007 12/14/93 NDS 468 091
07/26/93 NDS 444 985 12/14/93 NDS 468 093
07/26/93 NDS 444 987 12/14/93 NDS 468 095
07/26/93 NDS 444 989 12/14/93 NDS 468 097
07/26/93 NDS 444 991 12/14/93 NDS 468 099
07/26/93 NDS 444 993 12/14/93 NDS 468 101
07/26/93 NDS 444 995 12/14/93 NDS 468 103
10/04/93 NDS 456 113 12/14/93 NDS 468 105
12/14/93 NDS 468 037 12/14/93 NDS 468 107
12/14/93 NDS 468 039 05/10/94 NDS 492 001
12/14/93 NDS 468 041 05/10/94 NDS 492 003
12/14/93 NDS 468 044 05/10/94 NDS 492 006
12/14/93 NDS 468 047 05/10/94 NDS 492 008
12/14/93 NDS 468 049 05/10/94 NDS 492 010
12/14/93 NDS 468 051 05/10/94 NDS 492 012
12/14/93 NDS 468 053 05/10/94 NDS 492 014
12/14/93 NDS 468 056 05/10/94 NDS 492 016
12/14/93 NDS 468 059 05/10/94 NDS 492 018
12/14/93 NDS 468 066 05/10/94 NDS 492 020
12/14/93 NDS 468 069 05/10/94 NDS 492 022
12/14/93 NDS 468 071 05/10/94 NDS 492 024
12/14/93 NDS 468 074 05/10/94 NDS 492 026
12/14/93 NDS 468 076 05/10/94 NDS 492 028
12/14/93 NDS 468 079 05/10/94 NDS 492 031
12/14/93 NDS 468 081 05/10/94 NDS 492 033
</TABLE>
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<PAGE> 75
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
05/10/94 NDS 492 035 10/06/94 NDS 513 691
05/10/94 NDS 492 037 10/06/94 NDS 513 693
05/10/94 NDS 492 039 10/06/94 NDS 513 696
05/10/94 NDS 492 041 10/06/94 NDS 513 698
05/10/94 NDS 492 043 10/06/94 NDS 513 700
05/10/94 NDS 492 045 10/06/94 NDS 513 702
05/10/94 NDS 492 047 10/06/94 NDS 513 704
05/10/94 NDS 492 049 10/06/94 NDS 513 706
05/10/94 NDS 492 051 10/06/94 NDS 513 708
05/10/94 NDS 492 054 10/06/94 NDS 513 710
05/10/94 NDS 492 056 10/06/94 NDS 513 712
05/10/94 NDS 492 058 10/06/94 NDS 513 714
05/10/94 NDS 492 060 10/06/94 NDS 513 716
05/10/94 NDS 491 964 10/06/94 NDS 513 718
05/10/94 NDS 491 967 10/06/94 NDS 513 720
05/10/94 NDS 491 970 10/06/94 NDS 513 723
05/10/94 NDS 491 972 10/06/94 NDS 513 725
05/10/94 NDS 491 974 10/06/94 NDS 513 727
05/10/94 NDS 491 976 10/06/94 NDS 513 729
05/10/94 NDS 491 978 10/06/94 NDS 513 731
05/10/94 NDS 491 981 10/06/94 NDS 513 733
05/10/94 NDS 491 984 10/06/94 NDS 513 735
05/10/94 NDS 491 986 10/06/94 NDS 513 737
05/10/94 NDS 491 988 10/06/94 NDS 513 739
05/10/94 NDS 491 991 10/06/94 NDS 513 741
05/10/94 NDS 491 993 10/06/94 NDS 513 743
05/10/94 NDS 491 995 10/06/94 NDS 513 745
09/13/94 NDS 510 403 10/06/94 NDS 513 747
10/06/94 NDS 513 688 10/06/94 NDS 513 749
</TABLE>
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<PAGE> 76
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
10/06/94 NDS 513 751 04/07/95 WLB 535 623
10/06/94 NDS 513 753 04/07/95 WLB 535 626
10/06/94 NDS 513 755 04/07/95 WLB 535 628
10/06/94 NDS 513 757 04/07/95 WLB 535 630
10/06/94 NDS 513 760 04/07/95 WLB 535 632
10/06/94 NDS 513 763 04/07/95 WLB 535 635
10/06/94 NDS 513 766 04/07/95 WLB 535 638
10/06/94 NDS 513 768 04/07/95 WLB 535 640
10/06/94 NDS 513 770 04/07/95 WLB 535 642
10/06/94 NDS 513 772 04/07/95 WLB 535 644
10/06/94 NDS 513 774 04/07/95 WLB 535 646
10/06/94 NDS 513 777 04/07/95 WLB 535 648
04/07/95 WLB 535 585 04/07/95 WLB 535 651
04/07/95 WLB 535 588 04/07/95 WLB 535 654
04/07/95 WLB 535 591 04/07/95 WLB 535 656
04/07/95 WLB 535 593 06/06/95 WLB 543 126
04/07/95 WLB 535 595 06/06/95 WLB 543 130
04/07/95 WLB 535 597 06/14/95 WLB 544 356
04/07/95 WLB 535 599 06/14/95 WLB 544 358
04/07/95 WLB 535 601 06/14/95 WLB 544 360
04/07/95 WLB 535 603 06/14/95 WLB 544 362
04/07/95 WLB 535 605 06/14/95 WLB 544 364
04/07/95 WLB 535 607 06/14/95 WLB 544 366
04/07/95 WLB 535 609 06/14/95 WLB 544 371
04/07/95 WLB 535 611 06/14/95 WLB 544 373
04/07/95 WLB 535 613 06/14/95 WLB 544 376
04/07/95 WLB 535 615 06/14/95 WLB 544 378
04/07/95 WLB 535 618 06/14/95 WLB 544 380
04/07/95 WLB 535 621 06/14/95 WLB 544 382
</TABLE>
-76-
<PAGE> 77
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
06/14/95 WLB 544 384 11/02/95 WLB 566 602
06/14/95 WLB 544 386 11/02/95 WLB 566 605
06/14/95 WLB 544 388 11/02/95 WLB 566 608
06/14/95 WLB 544 391 11/02/95 WLB 566 611
06/14/95 WLB 544 393 11/02/95 WLB 566 614
07/28/95 WLB 551 623 11/02/95 WLB 566 617
07/28/95 WLB 551 626 11/02/95 WLB 566 620
07/28/95 WLB 551 630 12/06/95 WLB 571 521
07/28/95 WLB 551 633 12/06/95 WLB 571 524
08/21/95 WLB 554 396 12/06/95 WLB 571 527
08/21/95 WLB 554 399 12/06/95 WLB 571 530
08/21/95 WLB 554 403 12/06/95 WLB 571 533
08/21/95 WLB 554 406 12/06/95 WLB 571 536
08/21/95 WLB 554 409 12/06/95 WLB 571 539
08/21/95 WLB 554 412 12/06/95 WLB 571 542
08/21/95 WLB 554 415 12/06/95 WLB 571 545
08/21/95 WLB 554 419 12/06/95 WLB 571 548
08/21/95 WLB 554 423 12/06/95 WLB 571 551
08/21/95 WLB 554 426 12/06/95 WLB 571 554
08/21/95 WLB 554 429 12/18/95 WLB 573 051
08/21/95 WLB 554 433 12/18/95 WLB 573 054
09/05/95 WLB 557 161 12/18/95 WLB 573 057
11/02/95 WLB 566 581 12/18/95 WLB 573 060
11/02/95 WLB 566 584 01/31/96 WLB 578 800
11/02/95 WLB 566 587 01/31/96 WLB 578 803
11/02/95 WLB 566 590 01/31/96 WLB 578 806
11/02/95 WLB 566 593 01/31/96 WLB 578 809
11/02/95 WLB 566 596 01/31/96 WLB 578 812
11/02/95 WLB 566 599 01/31/96 WLB 578 815
</TABLE>
-77-
<PAGE> 78
(CONTINUED)
STATE AND COUNTY
MARYLAND
CECIL
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
01/31/96 WLB 578 818 02/05/96 WLB 579 554
01/31/96 WLB 578 821 02/23/96 WLB 582 152
01/31/96 WLB 578 824 02/23/96 WLB 582 158
01/31/96 WLB 578 827 02/23/96 WLB 582 161
</TABLE>
-78-
<PAGE> 79
(CONTINUED)
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1933 SWC 225 490 1936 SWC 241 317
1933 SWC 225 491 1936 SWC 241 319
1934 SWC 230 156 1936 SWC 241 320
1934 SWC 230 456 1936 SWC 241 406
1934 SWC 230 457 1937 SWC 244 176
1935 SWC 237 483 1937 SWC 248 210
1936 SWC 241 051 1937 SWC 248 211
1936 SWC 241 249 1937 SWC 248 212
1936 SWC 241 250 1937 SWC 248 213
1936 SWC 241 258 1937 SWC 248 214
1936 SWC 241 259 1937 SWC 248 327
1936 SWC 241 260 1937 SWC 248 328
1936 SWC 239 302 1937 SWC 244 356
1936 SWC 239 303 1937 SWC 248 358
1936 SWC 239 304 1937 SWC 248 359
1936 SWC 239 305 1937 SWC 246 429
1936 SWC 241 316 1937 SWC 246 430
1936 SWC 242 019 1937 SWC 246 431
1936 SWC 244 054 1937 SWC 246 432
1936 SWC 244 055 1938 MEWR 253 172
1936 SWC 244 056 1938 MEWR 253 173
1936 SWC 244 057 1938 MEWR 253 174
1936 SWC 244 058 1938 MEWR 253 175
1936 SWC 244 059 1938 MEWR 253 176
1936 SWC 244 060 1938 MEWR 253 177
1936 SWC 244 061 1938 MEWR 253 178
1936 SWC 244 062 1938 MEWR 253 179
1936 SWC 244 064 1938 MEWR 253 180
1936 SWC 242 077 1938 MEWR 253 181
1936 SWC 242 078 1938 MEWR 253 182
</TABLE>
-79-
<PAGE> 80
(CONTINUED)
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1938 MEWR 253 183 1938 MEWR 253 497
1938 MEWR 253 184 1938 MEWR 253 498
1938 MEWR 253 185 1939 GCB 257 108
1938 MEWR 253 186 1939 GCB 257 109
1938 MEWR 253 187 1939 GCB 255 138
1938 MEWR 251 315 1939 GCB 255 139
1938 MEWR 251 316 1939 GCB 255 140
1938 MEWR 251 317 1939 GCB 257 225
1938 MEWR 251 318 1939 GCB 257 226
1938 MEWR 251 319 1939 GCB 257 227
1938 MEWR 251 320 1939 GCB 257 228
1938 MEWR 251 321 1939 GCB 257 229
1938 MEWR 251 322 1939 GCB 257 230
1938 MEWR 251 432 1939 GCB 257 231
1938 MEWR 251 433 1939 GCB 257 232
1938 MEWR 251 435 1939 GCB 257 233
1938 MEWR 254 484 1939 GCB 257 248
1938 MEWR 254 485 1939 GCB 255 481
1938 MEWR 254 486 1939 GCB 255 482
1938 MEWR 254 487 1939 GCB 255 483
1938 MEWR 254 488 1939 GCB 255 484
1938 MEWR 253 489 1939 GCB 255 485
1938 MEWR 253 490 1939 GCB 255 486
1938 MEWR 253 491 1939 GCB 257 494
1938 MEWR 253 492 1939 GCB 257 496
1938 MEWR 253 493 1939 GCB 257 497
1938 MEWR 253 494 1939 GCB 255 498
1938 MEWR 253 495 1939 GCB 257 498
1938 MEWR 253 496 1939 GCB 255 499
</TABLE>
-80-
<PAGE> 81
(CONTINUED)
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1939 GCB 257 499 1940 GCB 259 143
1939 GCB 255 500 1940 GCB 259 144
1940 GCB 259 094 1940 GCB 259 145
1940 GCB 259 095 1940 GCB 259 146
1940 GCB 259 096 1940 GCB 259 147
1940 GCB 259 097 1940 GCB 263 148
1940 GCB 259 098 1940 GCB 259 148
1940 GCB 259 099 1940 GCB 263 149
1940 GCB 259 100 1940 GCB 259 149
1940 GCB 259 101 1940 GCB 263 150
1940 GCB 259 102 1940 GCB 259 173
1940 GCB 259 103 1940 GCB 259 174
1940 GCB 259 104 1940 GCB 259 175
1940 GCB 259 105 1940 GCB 261 220
1940 GCB 259 106 1940 GCB 261 221
1940 GCB 259 107 1940 GCB 261 223
1940 GCB 259 108 1940 GCB 263 223
1940 GCB 259 109 1940 GCB 263 225
1940 GCB 259 110 1940 GCB 263 226
1940 GCB 259 111 1940 GCB 259 226
1940 GCB 259 112 1940 GCB 263 227
1940 GCB 259 113 1940 GCB 259 227
1940 GCB 259 114 1940 GCB 261 365
1940 GCB 259 115 1940 GCB 261 366
1940 GCB 259 116 1940 GCB 261 367
1940 GCB 261 136 1940 GCB 259 474
1940 GCB 261 138 1940 GCB 259 475
1940 GCB 259 141 1940 GCB 261 476
1940 GCB 259 142 1940 GCB 259 476
</TABLE>
-81-
<PAGE> 82
(CONTINUED)
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1940 GCB 263 492 1944 GCB 284 175
1940 GCB 263 493 1944 GCB 284 176
1940 GCB 263 494 1944 GCB 284 177
1940 GCB 263 495 1944 GCB 284 178
1940 GCB 263 496 1944 GCB 284 179
1941 GCB 267 041 1944 GCB 284 180
1941 GCB 267 042 1944 GCB 284 181
1941 GCB 267 043 1944 GCB 284 182
1941 GCB 267 044 1944 GCB 284 183
1941 GCB 269 142 1944 GCB 286 253
1941 GCB 269 143 1944 GCB 286 254
1941 GCB 265 155 1944 GCB 286 255
1941 GCB 265 156 1944 GCB 286 336
1941 GCB 265 157 1944 GCB 286 337
1941 GCB 265 158 1945 GCB 288 070
1941 GCB 265 202 1945 GCB 290 077
1941 GCB 265 203 1945 GCB 290 078
1941 GCB 265 204 1945 GCB 290 079
1942 GCB 276 036 1945 GCB 290 080
1942 GCB 271 410 1945 GCB 290 081
1942 GCB 275 456 1945 GCB 290 082
1942 GCB 275 457 1945 GCB 290 083
1942 GCB 275 458 1945 GCB 290 084
1942 GCB 275 459 1945 GCB 290 085
1943 GCB 280 279 1945 GCB 290 086
1943 GCB 280 385 1945 GCB 290 087
1943 GCB 280 386 1945 GCB 289 137
1943 GCB 280 446 1945 GCB 288 149
1944 GCB 284 041 1945 GCB 288 150
</TABLE>
-82-
<PAGE> 83
(CONTINUED)
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1945 GCB 288 151 1946 GCB 297 075
1945 GCB 288 152 1946 GCB 297 076
1945 GCB 288 153 1946 GCB 297 077
1945 GCB 288 154 1946 GCB 297 078
1945 GCB 288 194 1946 GCB 297 079
1945 GCB 288 195 1946 GCB 297 080
1945 GCB 288 197 1946 GCB 293 117
1945 GCB 290 206 1946 GCB 293 118
1945 GCB 290 207 1946 GCB 293 119
1945 GCB 288 298 1946 GCB 293 121
1945 GCB 288 299 1946 GCB 295 122
1945 GCB 288 300 1946 GCB 295 127
1945 GCB 288 301 1946 GCB 295 128
1945 GCB 288 302 1946 GCB 295 129
1945 GCB 291 332 1946 GCB 295 130
1945 GCB 291 333 1946 GCB 295 131
1945 GCB 288 342 1946 GCB 295 132
1945 GCB 291 357 1946 GCB 294 177
1945 GCB 291 358 1946 GCB 294 178
1946 GCB 293 001 1946 GCB 294 179
1946 GCB 295 030 1946 GCB 294 180
1946 GCB 294 031 1946 GCB 294 181
1946 GCB 294 032 1946 GCB 294 182
1946 GCB 294 033 1946 GCB 290 206
1946 GCB 294 034 1946 GCB 290 207
1946 GCB 297 061 1946 GCB 293 254
1946 GCB 297 072 1946 GCB 293 255
1946 GCB 297 073 1946 GCB 293 256
1946 GCB 297 074 1946 GCB 298 327
</TABLE>
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<PAGE> 84
(CONTINUED)
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1946 GCB 298 328 1946 GCB 293 462
1946 GCB 298 329 1946 GCB 293 463
1946 GCB 291 332 1946 GCB 292 499
1946 GCB 291 333 1947 GRG 310 023
1946 GCB 297 353 1947 GRG 310 024
1946 GCB 297 354 1947 GRG 311 134
1946 GCB 297 355 1947 GRG 311 135
1946 GCB 291 357 1947 GRG 311 136
1946 GCB 291 358 1947 GRG 311 137
1946 GCB 299 376 1947 GRG 310 177
1946 GCB 299 377 1947 GRG 309 200
1946 GCB 299 378 1947 GRG 308 201
1946 GCB 299 379 1947 GRG 309 201
1946 GCB 299 380 1947 GRG 308 202
1946 GCB 299 381 1947 GRG 309 202
1946 GCB 299 382 1947 GRG 308 203
1946 GCB 299 383 1947 GRG 308 204
1946 GCB 299 384 1947 GRG 308 205
1946 GCB 301 388 1947 GRG 303 236
1946 GCB 301 421 1947 GRG 303 242
1946 GCB 293 439 1947 GRG 311 262
1946 GCB 293 440 1947 GRG 308 299
1946 GCB 293 441 1947 GRG 308 300
1946 GCB 293 442 1947 GRG 308 301
1946 GCB 293 443 1947 GRG 308 302
1946 GCB 293 444 1947 GRG 308 303
1946 GCB 293 451 1947 GRG 308 304
1946 GCB 293 452 1947 GRG 305 394
1946 GCB 293 461 1947 GRG 305 395
</TABLE>
-84-
<PAGE> 85
(CONTINUED)
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1947 GRG 305 396 1948 GRG 313 132
1947 GRG 305 397 1948 GRG 313 133
1947 GRG 305 398 1948 GRG 313 177
1947 GRG 305 399 1948 GRG 317 211
1947 GRG 305 400 1948 GRG 317 212
1947 GRG 305 411 1948 GRG 317 213
1947 GRG 305 413 1948 GRG 317 278
1947 GRG 310 429 1948 GRG 324 295
1947 GRG 310 430 1948 GRG 324 297
1947 GRG 309 431 1948 GRG 324 298
1947 GRG 305 477 1948 GRG 316 356
1947 GRG 309 477 1948 GRG 315 479
1947 GRG 305 478 1948 GRG 315 480
1947 GRG 309 478 1948 GRG 315 481
1947 GRG 305 479 1949 GRG 335 144
1947 GRG 309 479 1949 GRG 335 145
1947 GRG 309 480 1949 GRG 335 146
1947 GRG 309 481 1949 GRG 329 165
1947 GRG 309 482 1949 GRG 329 166
1947 GRG 309 483 1949 GRG 329 167
1947 GRG 309 484 1949 GRG 329 168
1948 GRG 316 021 1949 GRG 329 169
1948 GRG 316 022 1949 GRG 329 170
1948 GRG 316 023 1949 GRG 329 171
1948 GRG 316 024 1949 GRG 329 172
1948 GRG 316 025 1949 GRG 329 173
1948 GRG 316 026 1949 GRG 329 174
1948 GRG 325 054 1949 GRG 329 175
1948 GRG 319 105 1949 GRG 329 176
</TABLE>
-85-
<PAGE> 86
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1949 GRG 329 177 1950 GRG 342 410
1949 GRG 326 226 1950 GRG 342 411
1949 GRG 326 227 1950 GRG 346 510
1949 GRG 326 228 1950 GRG 346 511
1949 GRG 326 229 1950 GRG 346 512
1949 GRG 326 230 1950 GRG 346 513
1949 GRG 326 231 1950 GRG 346 514
1949 GRG 326 232 1950 GRG 346 515
1949 GRG 332 520 1950 GRG 346 516
1949 GRG 332 521 1950 GRG 346 517
1949 GRG 332 522 1950 GRG 346 518
1949 GRG 332 523 1951 GRG 353 037
1949 GRG 332 524 1951 GRG 353 038
1949 GRG 332 525 1951 GRG 357 094
1949 GRG 332 526 1951 GRG 357 096
1949 GRG 332 527 1951 GRG 358 287
1949 GRG 332 528 1951 GRG 367 345
1950 GRG 339 375 1951 GRG 367 346
1950 GRG 339 376 1951 GRG 367 347
1950 GRG 339 377 1951 GRG 367 348
1950 GRG 342 400 1951 GRG 361 450
1950 GRG 342 401 1952 GRG 380 134
1950 GRG 342 402 1952 GRG 380 135
1950 GRG 342 403 1952 GRG 377 490
1950 GRG 342 404 1952 GRG 374 520
1950 GRG 342 405 1952 GRG 374 521
1950 GRG 342 406 1952 GRG 374 522
1950 GRG 342 407 1952 GRG 374 523
1950 GRG 342 408 1952 GRG 374 524
1950 GRG 342 409 1952 GRG 387 577
</TABLE>
-86-
<PAGE> 87
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1952 GRG 387 578 1954 GRG 412 422
1952 GRG 387 579 1954 GRG 412 423
1952 GRG 387 580 1954 GRG 412 424
1952 GRG 387 581 1954 GRG 412 425
1952 GRG 387 582 1954 GRG 412 426
1952 GRG 387 583 1954 GRG 412 427
1952 GRG 387 584 1954 GRG 412 428
1953 GRG 390 063 1954 GRG 412 429
1953 GRG 390 064 1954 GRG 412 430
1953 GRG 390 065 1954 GRG 412 431
1953 GRG 390 066 1954 GRG 412 432
1953 GRG 390 067 1954 GRG 412 433
1953 GRG 394 241 1954 GRG 412 434
1953 GRG 394 242 1954 GRG 412 435
1953 GRG 394 243 1954 GRG 412 436
1953 GRG 394 245 1954 GRG 412 437
1953 GRG 394 246 1954 GRG 429 117
1953 GRG 402 355 1954 GRG 429 118
1953 GRG 402 356 1954 GRG 429 119
1953 GRG 402 357 1954 GRG 429 120
1953 GRG 402 361 1954 GRG 429 121
1953 GRG 402 362 1954 GRG 429 122
1954 GRG 412 414 1954 GRG 429 123
1954 GRG 412 415 1954 GRG 429 124
1954 GRG 412 416 1954 GRG 429 125
1954 GRG 412 417 1954 GRG 429 126
1954 GRG 412 418 1954 GRG 429 127
1954 GRG 412 419 1954 GRG 429 128
1954 GRG 412 420 1954 GRG 429 129
1954 GRG 412 421 1954 GRG 412 438
</TABLE>
-87-
<PAGE> 88
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1955 GRG 435 123 1958 GRG 507 071
1955 GRG 435 124 1958 GRG 507 072
1955 GRG 435 125 1958 GRG 507 073
1955 GRG 435 126 1958 GRG 507 074
1955 GRG 435 127 1958 GRG 507 075
1955 GRG 435 128 1958 GRG 507 076
1955 GRG 435 129 1958 GRG 507 077
1955 GRG 435 130 1958 GRG 507 078
1955 GRG 449 503 1958 GRG 503 079
1955 GRG 439 520 1958 GRG 503 080
1956 GRG 479 026 1958 GRG 518 579
1956 GRG 497 070 1958 GRG 518 580
1956 GRG 479 227 1958 GRG 518 581
1956 GRG 479 228 1958 GRG 518 582
1956 GRG 479 229 1959 GRG 544 082
1956 GRG 479 230 1959 GRG 544 083
1956 GRG 479 231 1959 GRG 544 084
1957 GRG 498 182 1959 GRG 527 099
1957 GRG 498 183 1959 GRG 527 100
1957 GRG 498 184 1959 GRG 527 101
1957 GRG 498 186 1959 GRG 527 102
1957 GRG 481 272 1959 GRG 527 103
1957 GRG 481 273 1959 GRG 527 104
1957 GRG 490 328 1959 GRG 527 105
1957 GRG 490 329 1959 GRG 527 106
1957 GRG 490 330 1959 GRG 533 498
1957 GRG 490 331 1959 GRG 533 499
1957 GRG 490 332 1959 GRG 533 500
1958 GRG 507 069 1959 GRG 533 501
1958 GRG 507 070 1959 GRG 533 502
</TABLE>
-88-
<PAGE> 89
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1959 GRG 533 503 1962 GRG 609 082
1959 GRG 533 504 1962 GRG 609 083
1959 GRG 533 505 1962 GRG 598 169
1960 GRG 551 103 1962 GRG 598 170
1960 GRG 551 104 1962 GRG 598 171
1960 GRG 551 105 1962 GRG 598 173
1960 GRG 551 106 1962 GRG 598 174
1960 GRG 560 458 1962 GRG 595 184
1961 GRG 574 285 1962 GRG 595 185
1961 GRG 574 286 1962 GRG 595 186
1961 GRG 574 287 1962 GRG 595 187
1961 GRG 574 288 1962 GRG 595 188
1961 GRG 574 289 1962 GRG 595 189
1961 GRG 574 290 1962 GRG 595 190
1961 GRG 574 291 1963 GRG 621 186
1961 GRG 574 292 1963 GRG 621 188
1961 GRG 584 526 1963 GRG 621 189
1961 GRG 584 527 1963 GRG 621 190
1961 GRG 584 528 1963 GRG 621 191
1961 GRG 584 529 1963 GRG 621 192
1961 GRG 584 530 1963 GRG 621 193
1962 GRG 609 073 1963 GRG 621 194
1962 GRG 609 074 1963 GRG 621 195
1962 GRG 609 075 1963 GRG 621 196
1962 GRG 609 076 1963 GRG 638 318
1962 GRG 609 077 1963 GRG 638 319
1962 GRG 609 078 1963 GRG 638 320
1962 GRG 609 079 1963 GRG 638 321
1962 GRG 609 080 1963 GRG 638 322
1962 GRG 609 081 1964 GRG 663 064
</TABLE>
-89-
<PAGE> 90
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1964 GRG 663 065 1965 GRG 696 572
1964 GRG 663 066 1965 GRG 696 573
1964 GRG 663 067 1965 GRG 696 574
1964 GRG 663 068 1965 GRG 696 575
1964 GRG 663 069 1966 GRG 730 032
1964 GRG 663 070 1966 GRG 730 033
1964 GRG 663 071 1966 GRG 730 034
1964 GRG 663 072 1966 GRG 730 035
1964 GRG 663 073 1966 GRG 730 036
1964 GRG 655 200 1966 GRG 708 059
1964 GRG 655 201 1966 GRG 708 060
1964 GRG 655 202 1966 GRG 708 061
1964 GRG 653 414 1966 GRG 736 061
1964 GRG 653 415 1966 GRG 708 062
1964 GRG 653 416 1966 GRG 736 062
1964 GRG 653 417 1966 GRG 708 063
1964 GRG 653 418 1966 GRG 736 063
1964 GRG 653 419 1966 GRG 708 064
1964 GRG 653 420 1966 GRG 736 064
1964 GRG 653 421 1966 GRG 708 065
1964 GRG 653 422 1966 GRG 736 065
1964 GRG 653 423 1966 GRG 736 066
1964 GRG 653 424 1966 GRG 736 067
1964 GRG 653 425 1966 GRG 736 068
1964 GRG 653 426 1967 GRG 744 408
1964 GRG 649 459 1967 GRG 744 409
1964 GRG 649 460 1967 GRG 752 145
1965 GRG 675 503 1967 GRG 752 146
1965 GRG 675 504 1967 GRG 752 147
1965 GRG 675 505 1967 GRG 752 148
</TABLE>
-90-
<PAGE> 91
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1967 GRG 744 410 1969 GRG 822 134
1967 GRG 744 411 1969 GRG 822 135
1967 GRG 744 412 1969 GRG 822 136
1967 GRG 744 413 1969 GRG 822 137
1967 GRG 744 413 1969 GRG 822 138
1967 GRG 766 470 1969 GRG 829 144
1967 GRG 766 471 1969 GRG 829 145
1967 GRG 766 472 1969 GRG 829 146
1967 GRG 766 473 1969 GRG 815 156
1967 GRG 766 474 1969 GRG 815 157
1967 GRG 766 475 1969 GRG 803 351
1967 GRG 765 553 1969 GRG 803 352
1967 GRG 765 554 1969 GRG 803 374
1968 GRG 784 013 1969 GRG 833 415
1968 GRG 784 014 1969 GRG 833 416
1968 GRG 784 016 1969 GRG 829 447
1968 GRG 784 017 1969 GRG 829 448
1968 GRG 784 018 1969 GRG 809 459
1968 GRG 784 019 02/06/70 GRG 837 299
1968 GRG 784 020 04/01/70 GRG 840 571
1968 GRG 784 021 05/12/70 GRG 844 051
1968 GRG 799 156 05/12/70 GRG 844 052
1968 GRG 796 213 05/12/70 GRG 844 053
1968 GRG 793 259 07/09/70 GRG 849 066
1968 GRG 802 259 07/09/70 GRG 849 067
1968 GRG 793 260 12/09/70 GRG 862 493
1968 GRG 793 261 01/08/71 HDC 864 359
1968 GRG 793 262 01/08/71 HDC 864 360
1968 GRG 797 421 01/08/71 HDC 864 361
1968 GRG 795 517 01/18/71 HDC 865 320
</TABLE>
-91-
<PAGE> 92
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
01/18/71 HDC 865 321 08/16/74 HDC 956 590
01/18/71 HDC 865 322 08/16/74 HDC 956 591
01/18/71 HDC 865 323 08/16/74 HDC 956 592
01/18/71 HDC 865 324 08/16/74 HDC 956 593
01/18/71 HDC 865 325 08/16/74 HDC 956 594
02/08/71 HDC 866 749 08/16/74 HDC 956 595
03/16/71 HDC 868 483 08/16/74 HDC 956 596
03/16/71 HDC 868 484 08/16/74 HDC 956 597
07/12/71 HDC 876 334 08/16/74 HDC 956 598
07/12/71 HDC 876 335 08/16/74 HDC 956 599
07/12/71 HDC 876 336 06/12/75 HDC 973 994
11/18/71 HDC 886 492 06/12/75 HDC 973 996
11/18/71 HDC 886 493 06/12/75 HDC 973 999
11/18/71 HDC 886 494 06/12/75 HDC 973 1000
11/18/71 HDC 886 495 06/12/75 HDC 973 1002
09/21/72 HDC 907 282 06/12/75 HDC 973 1004
09/21/72 HDC 907 283 06/12/75 HDC 973 1006
09/21/72 HDC 907 287 06/12/75 HDC 973 1007
09/21/72 HDC 907 288 06/12/75 HDC 973 1009
09/21/72 HDC 907 289 06/12/75 HDC 973 1011
09/21/72 HDC 907 290 06/12/75 HDC 973 1013
09/21/72 HDC 907 291 06/12/75 HDC 973 1015
09/21/72 HDC 907 292 09/23/75 HDC 981 980
12/12/72 HDC 914 330 03/04/76 HDC 993 061
03/05/73 HDC 920 174 03/04/76 HDC 993 063
08/16/74 HDC 956 584 03/04/76 HDC 993 065
08/16/74 HDC 956 585 03/04/76 HDC 993 067
08/16/74 HDC 956 586 03/04/76 HDC 993 069
08/16/74 HDC 956 587 03/04/76 HDC 993 071
08/16/74 HDC 956 589 03/04/76 HDC 993 073
</TABLE>
-92-
<PAGE> 93
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
03/04/76 HDC 993 075 04/28/77 HDC 1026 518
03/04/76 HDC 993 077 11/28/77 HDC 1048 157
03/04/76 HDC 993 079 11/28/77 HDC 1048 158
03/04/76 HDC 993 081 11/28/77 HDC 1048 161
03/04/76 HDC 993 083 11/28/77 HDC 1048 163
03/04/76 HDC 993 085 11/28/77 HDC 1048 165
03/04/76 HDC 993 087 11/28/77 HDC 1048 167
03/04/76 HDC 993 089 11/28/77 HDC 1048 168
03/04/76 HDC 993 091 11/28/77 HDC 1048 169
03/04/76 HDC 993 093 11/28/77 HDC 1048 170
03/04/76 HDC 993 095 12/21/77 HDC 1050 190
04/28/77 HDC 1026 486 12/21/77 HDC 1050 191
04/28/77 HDC 1026 488 12/21/77 HDC 1050 194
04/28/77 HDC 1026 490 02/15/78 HDC 1054 474
04/28/77 HDC 1026 492 02/15/78 HDC 1054 475
04/28/77 HDC 1026 495 02/15/78 HDC 1054 476
04/28/77 HDC 1026 496 05/08/78 HDC 1060 1069
04/28/77 HDC 1026 497 05/08/78 HDC 1060 1070
04/28/77 HDC 1026 499 05/08/78 HDC 1060 1071
04/28/77 HDC 1026 500 05/08/78 HDC 1060 1072
04/28/77 HDC 1026 501 05/08/78 HDC 1060 1075
04/28/77 HDC 1026 503 08/22/78 HDC 1072 1028
04/28/77 HDC 1026 504 08/22/78 HDC 1072 1029
04/28/77 HDC 1026 506 08/22/78 HDC 1072 1030
04/28/77 HDC 1026 508 08/22/78 HDC 1072 1031
04/28/77 HDC 1026 510 08/22/78 HDC 1072 1032
04/28/77 HDC 1026 511 08/22/78 HDC 1072 1033
04/28/77 HDC 1026 513 08/22/78 HDC 1072 1034
04/28/77 HDC 1026 515 08/22/78 HDC 1072 1035
04/28/77 HDC 1026 517 08/31/78 HDC 1072 1094
</TABLE>
-93-
<PAGE> 94
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
08/31/78 HDC 1072 1095 05/16/80 HDC 1120 562
08/31/78 HDC 1072 1098 05/16/80 HDC 1120 564
10/10/78 HDC 1076 697 05/16/80 HDC 1120 566
10/10/78 HDC 1076 700 05/16/80 HDC 1120 570
10/10/78 HDC 1076 703 05/16/80 HDC 1120 571
10/10/78 HDC 1076 704 05/16/80 HDC 1120 573
10/10/78 HDC 1076 705 05/16/80 HDC 1120 574
10/10/78 HDC 1076 706 05/16/80 HDC 1120 575
11/02/78 HDC 1078 721 05/16/80 HDC 1120 577
11/02/78 HDC 1078 724 05/16/80 HDC 1120 579
11/02/78 HDC 1078 727 09/04/80 HDC 1127 100
02/14/79 HDC 1086 548 09/04/80 HDC 1127 103
02/14/79 HDC 1086 550 09/04/80 HDC 1127 108
02/14/79 HDC 1086 553 09/04/80 HDC 1127 111
07/16/79 HDC 1098 762 09/04/80 HDC 1127 113
07/16/79 HDC 1098 764 09/04/80 HDC 1127 116
04/02/80 HDC 1117 852 09/04/80 HDC 1127 119
04/02/80 HDC 1117 854 12/03/80 HDC 1133 849
04/02/80 HDC 1117 856 12/03/80 HDC 1133 852
04/02/80 HDC 1117 858 12/03/80 HDC 1133 855
04/02/80 HDC 1117 860 12/03/80 HDC 1133 857
05/15/80 HDC 1120 487 12/03/80 HDC 1133 859
05/15/80 HDC 1120 489 12/03/80 HDC 1133 861
05/15/80 HDC 1120 492 01/05/81 HDC 1135 985
05/15/80 HDC 1120 493 01/05/81 HDC 1135 987
05/15/80 HDC 1120 495 01/23/81 HDC 1137 118
05/16/80 HDC 1120 554 01/23/81 HDC 1137 121
05/16/80 HDC 1120 556 03/02/81 HDC 1138 1008
05/16/80 HDC 1120 558 03/02/81 HDC 1138 1010
05/16/80 HDC 1120 560 03/02/81 HDC 1138 1012
</TABLE>
-94-
<PAGE> 95
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
06/15/81 HDC 1144 836 06/22/83 HDC 1191 929
06/15/81 HDC 1144 839 06/22/83 HDC 1191 931
06/15/81 HDC 1144 842 06/22/83 HDC 1191 933
09/14/81 HDC 1150 542 07/11/83 HDC 1193 1087
09/14/81 HDC 1150 544 08/10/83 HDC 1197 383
09/14/81 HDC 1150 546 08/10/83 HDC 1197 385
09/14/81 HDC 1150 548 09/30/83 HDC 1202 913
11/30/81 HDC 1154 503 02/03/84 HDC 1216 233
11/30/81 HDC 1154 505 02/03/84 HDC 1216 236
11/30/81 HDC 1154 508 02/03/84 HDC 1216 238
11/30/81 HDC 1154 511 06/11/84 HDC 1229 421
11/30/81 HDC 1154 513 06/11/84 HDC 1229 424
02/05/82 HDC 1157 730 06/11/84 HDC 1229 426
02/05/82 HDC 1157 732 01/30/85 HDC 1258 752
02/26/82 HDC 1158 653 01/30/85 HDC 1258 754
03/22/82 HDC 1158 805 01/30/85 HDC 1258 757
05/24/82 HDC 1163 134 05/22/85 HDC 1270 382
06/11/82 HDC 1164 469 05/22/85 HDC 1270 385
06/11/82 HDC 1164 471 05/22/85 HDC 1270 388
06/11/82 HDC 1164 473 05/22/85 HDC 1270 391
07/19/82 HDC 1166 1085 05/22/85 HDC 1270 393
07/19/82 HDC 1166 1088 10/18/85 HDC 1291 318
07/19/82 HDC 1166 1090 10/18/85 HDC 1291 320
07/30/82 HDC 1167 796 05/15/86 CGH 1319 616
10/27/82 HDC 1173 387 05/15/86 CGH 1319 618
10/27/82 HDC 1173 389 05/15/86 CGH 1319 620
02/02/83 HDC 1179 971 05/15/86 CGH 1319 622
04/11/83 HDC 1184 662 05/15/86 CGH 1319 624
04/11/83 HDC 1184 665 03/09/87 CGH 1382 003
05/09/83 HDC 1187 479 03/09/87 CGH 1382 005
</TABLE>
-95-
<PAGE> 96
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
03/09/87 CGH 1381 1098 10/25/89 CGH 1584 1051
03/09/87 CGH 1381 1100 02/12/90 CGH 1609 214
09/28/88 CGH 1502 378 02/12/90 CGH 1609 216
09/28/88 CGH 1502 380 02/12/90 CGH 1609 218
09/28/88 CGH 1502 382 02/12/90 CGH 1609 220
09/28/88 CGH 1502 384 02/12/90 CGH 1609 222
09/28/88 CGH 1502 386 02/12/90 CGH 1609 225
09/28/88 CGH 1502 388 02/12/90 CGH 1609 228
09/28/88 CGH 1502 390 02/12/90 CGH 1609 231
11/09/88 CGH 1511 498 02/12/90 CGH 1609 234
11/09/88 CGH 1511 501 05/08/90 CGH 1628 095
11/09/88 CGH 1511 503 05/08/90 CGH 1628 097
11/09/88 CGH 1511 505 05/08/90 CGH 1628 099
11/09/88 CGH 1511 507 05/08/90 CGH 1628 102
11/09/88 CGH 1511 509 05/08/90 CGH 1628 105
12/05/88 CGH 1516 905 02/25/91 CGH 1693 131
12/05/88 CGH 1516 908 03/12/91 CGH 1696 359
12/05/88 CGH 1516 911 03/12/91 CGH 1696 362
12/05/88 CGH 1516 913 03/12/91 CGH 1696 364
04/17/89 CGH 1541 906 03/12/91 CGH 1696 366
04/17/89 CGH 1541 908 03/12/91 CGH 1696 370
04/17/89 CGH 1541 910 03/12/91 CGH 1696 372
04/17/89 CGH 1541 913 03/12/91 CGH 1696 374
04/17/89 CGH 1541 916 03/12/91 CGH 1696 376
04/17/89 CGH 1541 918 03/12/91 CGH 1696 378
10/25/89 CGH 1584 1041 03/12/91 CGH 1696 380
10/25/89 CGH 1584 1043 03/12/91 CGH 1696 382
10/25/89 CGH 1584 1045 03/12/91 CGH 1696 384
10/25/89 CGH 1584 1047 03/12/91 CGH 1696 386
10/25/89 CGH 1584 1049 03/12/91 CGH 1696 388
</TABLE>
-96-
<PAGE> 97
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
03/12/91 CGH 1696 390 09/18/91 CGH 1744 080
04/02/91 CGH 1699 881 09/18/91 CGH 1744 082
04/02/91 CGH 1699 883 11/22/91 CGH 1762 811
04/02/91 CGH 1699 885 11/22/91 CGH 1762 813
04/02/91 CGH 1699 887 11/22/91 CGH 1762 815
05/06/91 CGH 1707 451 03/27/92 CGH 1801 446
05/06/91 CGH 1707 451 03/27/92 CGH 1801 448
05/06/91 CGH 1707 453 03/27/92 CGH 1801 450
05/06/91 CGH 1707 454 05/04/92 CGH 1814 813
05/06/91 CGH 1707 457 05/05/92 CGH 1814 815
05/06/91 CGH 1707 459 07/21/92 CGH 1841 1070
05/06/91 CGH 1707 461 07/21/92 CGH 1841 1072
05/06/91 CGH 1707 463 08/05/92 CGH 1846 435
05/06/91 CGH 1707 465 08/05/92 CGH 1846 437
05/06/91 CGH 1707 467 09/08/92 CGH 1858 243
05/06/91 CGH 1707 469 09/08/92 CGH 1858 245
05/20/91 CGH 1711 155 09/18/92 CGH 1862 622
05/20/91 CGH 1711 157 09/18/92 CGH 1862 624
05/20/91 CGH 1711 159 10/02/92 CGH 1867 732
05/20/91 CGH 1711 161 10/02/92 CGH 1867 734
05/20/91 CGH 1711 166 10/28/92 CGH 1878 717
05/20/91 CGH 1711 171 10/28/92 CGH 1878 719
05/20/91 CGH 1711 173 10/28/92 CGH 1878 721
05/20/91 CGH 1711 175 12/15/92 CGH 1897 578
05/20/91 CGH 1711 179 12/15/92 CGH 1897 580
05/20/91 CGH 1711 181 02/03/93 CGH 1914 424
06/26/91 CGH 1722 285 03/02/93 CGH 1922 855
06/26/91 CGH 1722 287 05/24/93 CGH 1954 1025
09/18/91 CGH 1744 075 05/24/93 CGH 1954 1027
09/18/91 CGH 1744 077 05/24/93 CGH 1954 1029
</TABLE>
-97-
<PAGE> 98
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
05/24/93 CGH 1954 1031 09/30/94 CGH 2183 259
07/19/93 CGH 1983 604 09/30/94 CGH 2183 261
07/19/93 CGH 1983 606 09/30/94 CGH 2183 263
07/19/93 CGH 1983 608 09/30/94 CGH 2183 265
01/11/94 CGH 2020 242 09/30/94 CGH 2183 267
01/11/94 CGH 2020 244 09/30/94 CGH 2183 269
01/11/94 CGH 2020 247 09/30/94 CGH 2183 271
01/11/94 CGH 2020 249 09/30/94 CGH 2183 273
01/11/94 CGH 2020 251 09/30/94 CGH 2183 275
01/11/94 CGH 2020 253 09/30/94 CGH 2183 277
01/11/94 CGH 2020 255 09/30/94 CGH 2183 279
01/11/94 CGH 2020 257 06/14/95 CGH 2257 403
01/11/94 CGH 2020 259 06/14/95 CGH 2257 406
01/11/94 CGH 2020 261 06/14/95 CGH 2257 408
01/11/94 CGH 2020 263 06/14/95 CGH 2257 410
01/11/94 CGH 2020 265 06/14/95 CGH 2257 412
01/11/94 CGH 2020 267 06/14/95 CGH 2257 414
01/11/94 CGH 2020 269 06/14/95 CGH 2257 416
01/11/94 CGH 2020 274 06/14/95 CGH 2257 418
01/11/94 CGH 2020 277 06/14/95 CGH 2257 420
01/11/94 CGH 2020 279 06/14/95 CGH 2257 422
01/11/94 CGH 2020 281 06/14/95 CGH 2257 424
01/11/94 CGH 2020 283 07/31/95 CGH 2272 535
09/30/94 CGH 2183 245 07/31/95 CGH 2272 538
09/30/94 CGH 2183 247 07/31/95 CGH 2272 541
09/30/94 CGH 2183 249 11/06/95 CGH 2308 250
09/30/94 CGH 2183 251 11/06/95 CGH 2308 252
09/30/94 CGH 2183 253 12/14/95 CGH 2322 405
09/30/94 CGH 2183 255 12/14/95 CGH 2322 408
09/30/94 CGH 2183 257 02/01/96 CGH 2338 021
</TABLE>
-98-
<PAGE> 99
STATE AND COUNTY
MARYLAND
HARFORD
<TABLE>
<CAPTION>
Deed Records Deed Records
------------ ------------
Received Received
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
02/01/96 CGH 2338 024 02/01/96 CGH 2338 030
02/01/96 CGH 2338 027 02/26/96 CGH 2346 1046
</TABLE>
-99-
<PAGE> 100
The following is a schedule of bonds issued under the Eighty-Eighth
Supplemental Indenture and Credit Line Deed of Trust, effective as of October 1,
1994, that can be designated as First Mortgage Bonds, Series I, which may also
be designated as Secured Medium Term Notes, Series I; and First Mortgage Bonds,
Pledged Series I.
FIRST MORTGAGE BONDS, SERIES I/SECURED MEDIUM TERM NOTES, SERIES I
<TABLE>
<CAPTION>
ISSUANCE DATE TRANCHE MATURITY PRINCIPAL
<S> <C> <C> <C>
06/19/95 7.71% Bonds 06/01/25 $100,000,000
06/19/95 6.95% Amortizing Bonds 06/01/08 $ 25,800,000
------------
</TABLE>
FIRST MORTGAGE BONDS, PLEDGED SERIES I
<TABLE>
<CAPTION>
ISSUANCE DATE TRANCHE MATURITY PRINCIPAL
<S> <C> <C> <C>
10/12/94 1994 10/01/29 $ 33,750,000
------------
TOTAL BONDS ISSUED: $159,550,000
============
</TABLE>
As supplemented and amended by this Ninety-First 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 Ninety-First Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
This Ninety-First 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 Trust Department.
The Company acknowledges that it received a true and correct copy of
this Ninety-First Supplemental Indenture.
This Ninety-First 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 Ninety-First 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.
-100-
<PAGE> 101
The recitals hereinabove set forth are made solely by the Company and
the Trustee shall have no responsibility therefor.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed
in its name and behalf by its Senior Vice President, Treasurer and Chief
Financial Officer, 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 January,
1996.
DELMARVA POWER & LIGHT COMPANY
Date of Execution By /s/ Barbara S. Graham
------------------------------------------
April 23, 1996 BARBARA S. GRAHAM, SENIOR VICE PRESIDENT
TREASURER & CHIEF FINANCIAL OFFICER
[Seal]
Attest:
/s/ Donald P. Connelly
------------------------------------------
DONALD P. CONNELLY, SECRETARY
-101-
<PAGE> 102
CHEMICAL BANK
Date of Execution By /s/ John Generale
------------------------------------------
April 23, 1996 JOHN GENERALE, VICE PRESIDENT
[Seal]
Attest:
/s/ Wanda Eiland
------------------------------------------
WANDA EILAND, TRUST OFFICER
-102-
<PAGE> 103
STATE OF DELAWARE )
) SS.
NEW CASTLE COUNTY )
BE IT REMEMBERED that on this 23rd day of April, 1996, personally came
before me, a notary public for the State of Delaware, BARBARA S. GRAHAM, Senior
Vice President, Treasurer and Chief Financial Officer 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 23, 1999
[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/ Terry L. Latimer
--------------------
Terry L. Latimer
-103-
<PAGE> 104
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 23rd day of April, 1996, personally came
before me, a Notary Public for the State of New York, JOHN GENERALE, a 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/ Emily Fayan
---------------
Notary Public, State of New York
[Seal]
-104-
<PAGE> 105
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/ John Generale
------------------------------------------
JOHN GENERALE, VICE PRESIDENT
-105-
<PAGE> 106
RECORDATION DATA
Executed Counterparts of the Ninety-First Supplemental Indenture were
recorded in Real Property Mortgage Records as follows:
<TABLE>
<CAPTION>
Mortgage Records
Received ----------------
State and County for Record Book Page
- ---------------- ---------- ---- ----
DELAWARE:
<S> <C> <C> <C>
Kent 04-30-96 249 1
New Castle 04-30-96 4149 1
Sussex 04-30-96 2258 215
PENNSYLVANIA:
Adams 04-26-96 1182 155
Armstrong 04-30-96 1568 57
Bedford 04-29-96 617 239
Blair 04-29-96 1173 606
Cambria 04-29-96 1409 719
Cumberland 04-26-96 1316 280
Delaware 04-26-96 1465 466
Franklin 04-29-96 1060 125
Huntingdon 04-26-96 407 525
Indiana 04-26-96 528 417
Lancaster 04-26-96 4950 111
Montgomery 04-30-96 7748 20
Westmoreland 04-26-96 3777 544
York 04-26-96 1260 2100
NEW JERSEY:
Burlington 04-30-96 6317 268
Camden 04-26-96 4509 0011
Gloucester 04-26-96 3104 201
Mercer 04-26-96 3599 001
Middlesex 04-26-96 5071 258
Salem 04-26-96 880 175
Somerset 04-26-96 2638 391
Warren 04-26-96 1693 42
MARYLAND:
Caroline 04-26-96 297 370
Cecil 04-30-96 592 489
Dorchester 04-26-96 336 001
Harford 04-30-96 2372 763
Kent 04-30-96 95 499
Queen Anne's 04-29-96 529 355
Somerset 04-26-96 438 199
Talbot 04-26-96 827 001
Wicomico 04-26-96 1483 602
Worcester 04-26-96 2266 255
VIRGINIA:
Accomack 04-29-96 714 212
Northampton 04-29-96 280 495
</TABLE>
-106-
<PAGE> 1
EXHIBIT 5-A
March 27, 1997
Delmarva Power & Light Company
800 King Street
P. O. Box 231
Wilmington, DE 19899
Re: Issuance and Sale of up to $250 Million of
Common Stock, Preferred Stock and Debt Securities
Ladies and Gentlemen:
Delmarva Power & Light Company (the "Company") is filing, on or about the
date hereof, a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement covers up to $250,000,000 aggregate initial
offering price of the Company's Common Stock, par value $2.25 per share (the
"Common Stock"), and/or its Preferred Stock, par value $100 per share, and/or
Preferred Stock -- $25 Par (collectively, the "Preferred Stock"), and/or its
debt securities, comprised of its First Mortgage Bonds, which may be designated
"Secured Medium-Term Notes" (collectively, the "Bonds") to be issued under a
Mortgage and Deed of Trust dated as of October 1, 1943, between the Company and
The Chase Manhattan Bank, formerly known as Chemical Bank, as successor trustee
(the "Bond Trustee"), as amended and supplemented and to be further amended and
supplemented (the "Mortgage"), and/or its unsecured Medium-Term Notes (the
"Notes") to be issued under an Indenture dated as of November 1, 1988, between
the Company and The Chase Manhattan Bank, formerly known as Chemical Bank, as
successor trustee (the "Note Trustee"), as amended and supplemented (the
"Indenture") (the Common Stock, the Preferred Stock, the Bonds and the Notes
herein collectively are called the "Securities"), or any combination thereof.
The corporate proceedings and other actions taken by the Company in connection
with the authorization and issuance and the registration by the Company of the
Securities have been reviewed by me or taken under my advice and direction as
General Counsel for the Company.
I am of the opinion that the Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware
and the Commonwealth of Virginia.
<PAGE> 2
Delmarva Power & Light Company
March 27, 1997
Page 2
I am also of the opinion that:
(a) When all corporate action necessary to the valid authorization and
issuance of the Securities shall have been duly taken by the
Company; and
(b) When the Registration Statement, as it may be amended, with
respect to the Securities shall have become effective; and
(c) When the Delaware Public Service Commission and the Virginia State
Corporation Commission shall have entered appropriate orders
approving the issuance of the Securities; then
(1) When the Common Stock has been listed for trading on the New
York Stock Exchange and the Philadelphia Stock Exchange; then
(A) So long as the Common Stock is issued on or before
the expiration of the authority for such issuance as
reflected in the Orders of the Delaware Public
Service Commission and the Virginia State Corporation
Commission, the Common Stock may be issued for the
purposes and upon the terms stated in the
Registration Statement, as then amended and
effective, and in the Orders of the Delaware Public
Service Commission and the Virginia State Corporation
Commission, as then amended and effective; and
(B) When so issued and paid for, the Common Stock will be
validly issued, fully paid and non-assessable capital
stock of the Company; and
(2) When the Certificate of Designation and Articles of Amendment
establishing the Preferred Stock has been executed, filed and
recorded, as necessary, with the appropriate offices in
Delaware and Virginia; then
(A) So long as the Preferred Stock is issued on or before
the expiration of the authority for such issuance as
reflected in the Orders of the Delaware Public
Service Commission and the Virginia State Corporation
Commission, the Preferred Stock may be issued for the
purposes and upon the terms stated in the
Registration Statement, as then amended and
effective, and in the Orders of the Delaware Public
Service Commission and the Virginia State Corporation
Commission, as then amended and effective; and,
<PAGE> 3
Delmarva Power & Light Company
March 27, 1997
Page 3
(B) When so issued and paid for, the Preferred Stock will be
validly issued, fully paid and non-assessable capital
stock of the Company.
(3) When the Company and the Note Trustee shall have taken all
action required by the Indenture for the issuance of the
Notes; then
(A) So long as the Notes are issued on or before the
expiration of the authority for such issuance as
reflected in the Orders of the Delaware Public
Service Commission and the Virginia State Corporation
Commission, the Notes may be issued for the purposes
and upon the terms stated in the Registration
Statement, as then amended and effective, and in the
Orders of the Delaware Public Service Commission and
the Virginia State Corporation Commission, as then
amended and effective; and
(B) When so issued and paid for, the Notes will be validly
issued, binding upon and enforceable against the Company
in accordance with their terms, except as remedies may
be limited by the laws and principles of equity
affecting generally the enforcement of creditors'
rights, including, without limitation, bankruptcy and
insolvency laws; and
(4) When the Company and the Bond Trustee shall have taken all
action required by the Mortgage for the issuance of the
Bonds; and
(5) When a supplemental indenture with respect to the Bonds shall
have been executed and delivered by the Company to the Bond
Trustee and shall have been duly recorded in the appropriate
counties in Delaware, Virginia, Maryland and any other
appropriate states, all as contemplated by, and in conformity
with, the Mortgage; then
(A) So long as the Bonds are issued on or before the
expiration of the authority for such issuance as
reflected in the Orders of the Delaware Public
Service Commission and the Virginia State Corporation
Commission, the Bonds may be issued for the purposes
and upon the terms stated in the Registration
Statement, as then amended and effective, and in the
Orders of the Delaware
<PAGE> 4
Delmarva Power & Light Company
March 27, 1997
Page 4
Public Service Commission and the Virginia State
Corporation Commission, as then amended and effective;
and
(B) When so issued and paid for, the Bonds will be validly
issued, binding upon and enforceable against the Company
in accordance with their terms, except as remedies may
be limited by the laws and principles of equity
affecting generally the enforcement of creditors'
rights, including, without limitation, bankruptcy and
insolvency laws.
I am a member of the Bar of the State of Delaware and am not an expert on
the law of any jurisdiction other than laws of the State of Delaware and the
Federal law of the United States. To the extent that matters addressed in this
opinion are governed by the laws of the Commonwealth of Virginia, I have relied
on the opinion of the Company's Assistant General Counsel, Peter F. Clark.
I hereby authorize and consent to the use of this opinion as an exhibit to
the Company's Registration Statement on Form S-3 and to any references to me in
the Registration Statement and the Prospectus constituting a part thereof.
Very truly yours,
Dale G. Stoodley
<PAGE> 1
EXHIBIT 5-B
March 27, 1997
Delmarva Power & Light Company
800 King Street
P. O. Box 231
Wilmington, DE 19899
Attention: Dale G. Stoodley, Esquire
Re: Issuance and Sale of up to $250 Million of
Common Stock, Preferred Stock and Debt Securities
Ladies and Gentlemen:
Delmarva Power & Light Company (the "Company") is filing, on or about the
date hereof, a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement covers up to $250,000,000 aggregate initial
offering price of the Company's Common Stock, par value $2.25 per share (the
"Common Stock"), and/or its Preferred Stock, par value $100 per share, and/or
Preferred Stock -- $25 Par (collectively, the "Preferred Stock"), and/or its
debt securities, comprised of its First Mortgage Bonds, which may be designated
"Secured Medium-Term Notes" (collectively, the "Bonds") to be issued under a
Mortgage and Deed of Trust dated as of October 1, 1943, between the Company and
The Chase Manhattan Bank, formerly known as Chemical Bank, as successor trustee
(the "Bond Trustee"), as amended and supplemented and to be further amended and
supplemented (the "Mortgage"), and/or its unsecured Medium-Term Notes (the
"Notes") to be issued under an Indenture dated as of November 1, 1988, between
the Company and The Chase Manhattan Bank, formerly known as Chemical Bank, as
successor trustee (the "Note Trustee"), as amended and supplemented (the
"Indenture") (the Common Stock, the Preferred Stock, the Bonds and the Notes
herein collectively are called the "Securities"), or any combination thereof. I
am Assistant General Counsel for the Company and have acted in that capacity in
connection with the authorization and issuance and the registration by the
Company of the Securities.
I am of the opinion that the Company is a corporation duly organized,
validly existing, and in good standing under the laws of the Commonwealth of
Virginia.
<PAGE> 2
Delmarva Power & Light Company
March 27, 1997
Page 2
I am also of the opinion, but only to the extent that the matters
addressed in this opinion are governed by Virginia law, that:
(a) When all corporate action necessary to the valid authorization and
issuance of the Securities shall have been duly taken by the
Company; and
(b) When the Registration Statement, as it may be amended, with
respect to the Securities shall have become effective; and
(c) When the Virginia State Corporation Commission shall have entered
appropriate orders approving the issuance of the Securities; then
(1) When the Common Stock has been listed for trading on the New
York Stock Exchange and the Philadelphia Stock Exchange; then
(A) So long as the Common Stock is issued on or before
the expiration of the authority for such issuance as
reflected in the Order of the Virginia State
Corporation Commission, the Common Stock may be
issued for the purposes and upon the terms stated in
the Registration Statement, as then amended and
effective, and in the Order of the Virginia State
Corporation Commission, as then amended and
effective; and
(B) When so issued and paid for, the Common Stock will be
validly issued, fully paid and non-assessable capital
stock of the Company; and
(2) When the Certificate of Designation and Articles of Amendment
establishing the Preferred Stock has been executed, filed and
recorded, as necessary, with the appropriate offices in
Virginia; then
(A) So long as the Preferred Stock is issued on or before
the expiration of the authority for such issuance as
reflected in the Order of the Virginia State
Corporation Commission, the Preferred Stock may be
issued for the purposes and upon the terms stated in
the Registration Statement, as then amended and
effective, and in the Order of the Virginia State
Corporation Commission, as then amended and
effective; and,
<PAGE> 3
Delmarva Power & Light Company
March 27, 1997
Page 3
(B) When so issued and paid for, the Preferred Stock will be
validly issued, fully paid and non-assessable capital
stock of the Company.
(3) When the Company and the Note Trustee shall have taken all
action required by the Indenture for the issuance of the
Notes; then
(A) So long as the Notes are issued on or before the
expiration of the authority for such issuance as
reflected in the Order of the Virginia State
Corporation Commission, the Notes may be issued for
the purposes and upon the terms stated in the
Registration Statement, as then amended and
effective, and in the Order of the Virginia State
Corporation Commission, as then amended and
effective; and
(B) When so issued and paid for, the Notes will be validly
issued, binding upon and enforceable against the Company
in accordance with their terms, except as remedies may
be limited by the laws and principles of equity
affecting generally the enforcement of creditors'
rights, including, without limitation, bankruptcy and
insolvency laws; and
(4) When the Company and the Bond Trustee shall have taken all
action required by the Mortgage for the issuance of the
Bonds; and
(5) When a supplemental indenture with respect to the Bonds shall
have been executed and delivered by the Company to the Bond
Trustee and shall have been duly recorded in the appropriate
counties in Virginia and any other appropriate states, all as
contemplated by, and in conformity with, the Mortgage; then
(A) So long as the Bonds are issued on or before the
expiration of the authority for such issuance as
reflected in the Order of the Virginia State
Corporation Commission, the Bonds may be issued for
the purposes and upon the terms stated in the
Registration Statement, as then amended and
effective, and in the Order of the Virginia State
Corporation Commission, as then amended and
effective; and
(B) When so issued and paid for, the Bonds will be validly
issued, binding upon and enforceable against the Company
in accordance with their terms, except as remedies may
be limited by the laws and
<PAGE> 4
Delmarva Power & Light Company
March 27, 1997
Page 4
principles of equity affecting generally the enforcement
of creditors' rights, including, without limitation,
bankruptcy and insolvency laws.
I am a member of the Bars of the Commonwealth of Virginia and the State of
Delaware, but, for purposes of rendering this opinion, I have been engaged as an
expert only with respect to the laws of the Commonwealth of Virginia as such
laws might affect the issuance and sale of the Securities.
I hereby authorize and consent to the use of this opinion as an exhibit to
the Company's Registration Statement on Form S-3 and to any references to me in
the Registration Statement and the Prospectus constituting a part thereof.
Very truly yours,
Peter F. Clark
<PAGE> 1
EXHIBIT 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
DELMARVA POWER & LIGHT COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE & VIRGINIA 51-0084283
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
800 KING STREET
P.O. BOX 231
WILMINGTON, DELAWARE 19899
(Address of principal executive offices) (Zip Code)
---------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 18TH day of MARCH, 1997.
THE CHASE MANHATTAN BANK
By /s/W. B. Dodge
--------------------
W. B. Dodge
Vice President
-3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................ $ 11,509
Interest-bearing balances ........................ 8,457
Securities:
Held to maturity securities ........................... 3,128
Available for sale securities ......................... 40,534
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................... 9,222
Securities purchased under agreements to resell .. 422
Loans and lease financing receivables:
Loans and leases, net of unearned income $133,935
Less: Allowance for loan and lease losses 2,789
Less: Allocated transfer risk reserve 16
--------
Loans and leases, net of unearned income,
allowance, and reserve ........................... 131,130
Trading Assets ........................................ 49,876
Premises and fixed assets (including capitalized
leases) .......................................... 2,877
Other real estate owned ............................... 290
Investments in unconsolidated subsidiaries and
associated companies ............................. 124
Customer's liability to this bank on acceptances
outstanding ...................................... 2,313
Intangible assets ..................................... 1,316
Other assets .......................................... 11,231
--------
TOTAL ASSETS .......................................... $272,429
========
</TABLE>
-4-
<PAGE> 5
LIABILITIES
<TABLE>
Deposits
<S> <C>
In domestic offices .................................................... $ 87,006
Noninterest-bearing $35,783
Interest-bearing 51,223
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .............................................................. 73,206
Noninterest-bearing $ 4,347
Interest-bearing 68,859
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 14,980
Securities sold under agreements to repurchase ......................... 10,125
Demand notes issued to the U.S. Treasury .................................... 1,867
Trading liabilities ......................................................... 34,783
Other Borrowed money:
With a remaining maturity of one year or less .......................... 14,639
With a remaining maturity of more than one year ........................ 425
Mortgage indebtedness and obligations under capitalized
leases ................................................................. 40
Bank's liability on acceptances executed and outstanding .................... 2,267
Subordinated notes and debentures ........................................... 5,471
Other liabilities ........................................................... 11,343
TOTAL LIABILITIES ........................................................... 256,152
---------
Limited-Life Preferred stock and related surplus ............................ 550
EQUITY CAPITAL
Common stock ................................................................ 1,251
Surplus ..................................................................... 10,243
Undivided profits and capital reserves ...................................... 4,526
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ (309)
Cumulative foreign currency translation adjustments ......................... 16
TOTAL EQUITY CAPITAL ........................................................ 15,727
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $ 272,429
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
-5-
