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Delmarva Power & Light Co/DE – ‘POSASR’ on 11/18/08 – ‘EX-4.24’

On:  Tuesday, 11/18/08, at 9:25am ET   ·   Effective:  11/18/08   ·   Accession #:  1193125-8-238219   ·   File #:  333-145691-02

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/18/08  Delmarva Power & Light Co/DE      POSASR     11/18/08    5:579K                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: POSASR      Post Effective Amendment #1                         HTML    211K 
 2: EX-4.24     Exhibit 4.24(K)                                     HTML    265K 
 3: EX-5.05     Opinion re: Legality                                HTML     15K 
 4: EX-23.10    Consent of Experts or Counsel                       HTML      6K 
 5: EX-25.09    Statement re: Eligibility of Trustee -- Form T-1|2  HTML     45K 

Exhibit 4.24 (k)

DELMARVA POWER & LIGHT COMPANY

TO

THE CHASE MANHATTAN BANK

(formerly known as Chemical Bank),

Trustee.

NINETY-FIFTH SUPPLEMENTAL

INDENTURE

Dated as of January 1, 2000

(but executed on the dates shown on the execution page)

This NINETY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the first day of January, 2000 (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 THE CHASE MANHATTAN BANK (formerly known as 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-Fifth 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 The Chase Manhattan 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 four indentures supplemental to said Original Indenture dated as of October 1, 1943, of which ninety four supplemental indentures the Ninety Fourth Supplemental Indenture is dated as of January 1, 1999, 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-Fifth Supplemental Indenture has been duly authorized by the Board of Directors of the Company by Unanimous Written Consent and passed according to law, and all conditions and requirements necessary to make this Ninety-Fifth 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, Article IX, Section 9.03(a) permits the release of property pledged hereunder by substituting cash and Article IX, Section 9.06 permits the release of cash collateral on the basis of certain bondable property additions or on the basis of bonds which have been retired;

WHEREAS, Article IX, Section 9.07 permits the release of purchase money obligations pledged hereunder by payment in cash of the unpaid portion of such obligations and Article IX, Section 9.06 permits the release of cash collateral on the basis of certain bondable property additions or on the basis of bonds which have been retired;

WHEREAS, for the simplification of administration of the trusts created under the Indenture the Company desires to amend the Indenture to permit the accomplishment in one step of what now requires two successive steps;

WHEREAS, it is provided in and by the Original Indenture under Article XVII, Section 17.01 that the Company when authorized by a resolution of its Board of Directors, and the Trustee may at any time enter into an indenture or indentures supplemental thereto (which shall

2

not contain any provisions which are in conflict with the Trust Indenture Act of 1939 as then in effect) without the consent of the holders of any outstanding bonds, for the purpose of curing any ambiguity or correcting or supplementing any provision contained therein or in any supplemental indenture which may be defective or inconsistent with any other provision contained therein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under the Original Indenture as long as such indenture or indentures are not inconsistent with the provisions of the Original Indenture and do not adversely affect the interests of the holders of the bonds; and

WHEREAS, the Company, by appropriate corporate action pursuant to Article XVII, Section 17.01(e) and in conformity with the terms of the Original Indenture, has duly determined to amend Article IX, Section 9.03 and Article IX, Section 9.07; and

WHEREAS, the amendments contained herein are permitted under the provisions of Article XVII, Section 17.01;

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-FIFTH SUPPLEMENTAL INDENTURE WITNESETH that for and in consideration of the premises and in pursuance of the provisions of the Indenture:

A. The Company and the Trustee hereby agree that the Original Indenture is hereby amended pursuant to the provisions of Section 17.01(e) thereof as follows:

No. 1 — Article IX, Section 9.03 is amended by inserting the following subsections directly after subsection (d):

“(e) the amount of bondable value of property additions which the Company elects to make the basis of a release under this Section; and

(f) the principal amount of bonds authenticated and delivered hereunder which might then be made the basis for the authentication and delivery of bonds under the provisions of Section 4.05 hereof and which the Company elects to make the basis of a release under this Section in lieu of the right of the Company to the authentication and delivery of bonds on such basis;”

3

No. 2 — Article IX, Section 9.03, the clause labeled “(9)” is amended by deleting the word “and” that appears at its end.

No. 3 — Article IX, Section 9.03, subparagraph (iv) of the clause labeled “(10)” is amended by deleting the period at the end thereof and inserting in its place the following: “, and”

No. 4 — Article IX, Section 9.03 is amended by inserting the following directly after subparagraph (iv) of the clause labeled “(10)”:

No. 5 — Article IX, Section 9.07 is amended by deleting the first sentence in the second paragraph thereof and inserting in its place the following language:

“Any purchase money obligations, obligations of a governmental body or agency and any other evidences of indebtedness (other than indebtedness of a Subsidiary and prior lien bonds), held by the Trustee, may be released by the Trustee from the lien of this Indenture either (i) upon payment to the Trustee of cash in the amount of the unpaid portion of such obligations or evidences of indebtedness to be released, or (ii) by the Company’s election to use bondable value of property additions in an amount equal to the unpaid portion of such obligations or evidences of indebtedness to be released or (iii) by the Company’s election to use, as the basis for release hereunder, the principal amount of bonds authenticated and delivered hereunder which might then be made the basis for the authentication and delivery of bonds under the provisions of Section 4.05 hereof in lieu of the right of the Company to the authentication and delivery of bonds on such basis; provided that, in case the release is applied for in whole or in part upon the basis of bonds authenticated and delivered hereunder which might then be made the basis for the authentication and delivery of bonds under the provisions of Section 4.05, the Company shall comply with the provisions of Section 4.05, except the provisions therein relating to Section 4.07 hereof “

B. The Company by these presents does hereby 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 acquire, in which its ownership shall be as tenant in common, except as permitted by, and in conformity with, the provisions of the Indenture and particularly of Article IX thereof:

4

All the coal of the Upper Freeport of “E” seam or vein of coal in and underlying that certain tract situate in South Bend Township, Armstrong County, Pennsylvania bounded and described as follows:

BEGINNING at a red oak corner said corner being the southeast corner of the original tract of coal known as the Henderson Heirs Tract thence along coal lands now or formerly owned by the Strong Coal Company North 77° 30’ West a distance of 113.267 feet to a point; thence through lands of which this was a part North 13° 02’ 59” East a distance of 243.426 feet to a point on line of the Henderson Heirs Tract and coal now or formerly owned by the Strong Coal Company; thence through the Henderson Heirs Tract of which this was a part North 40° 34’ 30” West a distance of 984.966 feet to a point on line; thence along said line between Henderson Heirs and Strong Coal Company South 77° 30’ East a distance of 687.366 feet to a point; thence along same the following two courses and distances: South 15° 00’ West a distance of 340.00 feet to a point; South 12° 00’ East a distance of 544.50 feet to a red oak corner, the place of beginning.

CONTAINING 4.49 acres,

And being a portion of the coal under Tax Map Number 204.00-06-25.

BEING part of the same coal tract described in Deed to Grantor from T.J.S. Mining, Inc. In deed dated February 23, 1999, and recorded in Armstrong County Deed Book Volume 1941, Page 160.

TO HAVE AND TO HOLD, the same with all and singular appurtenances, unto the said Grantee, its successors and assigns, to and for the only proper use and behoof of the said Grantee, its successors and assigns, forever.

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, 1999, 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:

State and County

DELAWARE

New Castle

5

State and County

DELAWARE

Kent

State and County

DELAWARE

Sussex

6

State and County

MARYLAND

Caroline

State and County

MARYLAND

Cecil

7

State and County

MARYLAND

Dorchester

8

State and County

MARYLAND

Harford

State and County

MARYLAND

Kent

9

State and County

MARYLAND

Queen Anne’s

State and County

MARYLAND

Somerset

10

State and County

MARYLAND

Talbot

State and County

MARYLAND

Wicomico

11

State and County

MARYLAND

Worcester

State and County

VIRGINIA

Accomack

State and County

VIRGINIA

Northampton

12

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

First Mortgage Bonds, Pledged Series I

As supplemented and amended by this Ninety-Fifth 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-Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

This Ninety-Fifth 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 The Chase Manhattan 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-Fifth Supplemental Indenture.

13

This Ninety-Fifth Supplemental Indenture is executed and delivered pursuant to the provisions of Section 5.11 and paragraphs (a) and (e) 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 and for the purpose of making certain amendments to the Indenture; but nothing contained in this Ninety-Fifth Supplemental Indenture shall be deemed in any manner to affect (except for such purposes and except as otherwise specifically provided herein) 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 as hereby amended are hereby expressly confirmed.

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 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 an Assistant Vice President and its corporate seal to be hereunto affixed and attested by a Trust Officer, effective as of the 1st day of January, 2000.

(INTENTIONALLY BLANK)

14

15

BE IT REMEMBERED that on this 8 day of March, 2000, personally came before me, a notary public for the State of Delaware, JOHN C. VAN RODEN, JR., Senior Vice President 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 his own act and deed and the act and deed of the Company; that his signature is in his own proper handwriting; that the seal affixed is the common or corporate seal of the Company; and that his 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.

[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.

16

BE IT REMEMBERED that on this 14 day of March, 2000, personally came before me, a Notary Public for the State of New York, WANDA EILAND, an Assistant Vice President of THE CHASE MANHATTAN 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 her own act and deed and the act and deed of the Trustee; that her signature is her own proper handwriting; that the seal affixed is the common or corporate seal of the Trustee; and that her 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.

[Seal]

17

CERTIFICATE OF RESIDENCE

THE CHASE MANHATTAN 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.

THE CHASE MANHATTAN BANK

18

RECORDATION DATA

Executed Counterparts of the Ninety-Fifth Supplemental Indenture were recorded in Real Property Mortgage Records as follows: