Exhibit 4.5


 


Duquesne Light
Holdings, Inc.


 


OFFICER’S
CERTIFICATE


 


(Under Section 301
of the Indenture,


dated as of August 16,
2005)


 


I, Stevan R. Schott, the
Senior Vice President and Chief Financial Officer of Duquesne Light Holdings, Inc.
(the “Company”), in accordance with Section 301 of the Indenture, dated as
of August 16, 2005 (the “Indenture”, capitalized terms used herein and not
defined herein having the meanings specified in the Indenture), of the Company
to J.P. Morgan Trust Company, National Association, trustee (the “Trustee”), do
hereby establish a series of Securities having the terms and characteristics
set forth in this Officer’s Certificate.


 


PART I


 


Set forth below in this Part I
are the terms and characteristics of the series of Securities established
hereby referred to in clauses (a) through (u) in the second paragraph of Section 301
of the Indenture (the lettered clauses set forth herein corresponding to such
clauses in said Section 301).


 


(a) the title of the
Securities of such series, being Series No. 1 under the Indenture,
shall be “6.25% Senior Notes due 2035” (the Securities of such series, for
purposes of this Officer’s Certificate, being sometimes hereinafter called the “Notes”);


 


(b) the aggregate
principal amount of Notes which may be authenticated and delivered under the
Indenture shall not be limited;


 


(c) interest on the
Notes shall be payable to the Person or Persons in whose names the Notes are
registered at the close of business on the Regular Record Date for such
interest, except as otherwise expressly provided in the form of Note attached
hereto and hereby authorized and approved;


 


(d) the principal of
the Notes shall be payable on August 15, 2035;


 


(e) the Notes shall
bear interest at the rate of six and one-quarter percent (6.25%) per annum;
interest on the Notes shall accrue from August 16, 2005 or the most recent
date to which interest has been paid or duly provided for; interest on any
Notes shall be payable on August 15 and February 15 of each year
(each an “Interest Payment Date”), commencing February 15, 2006; and the
Regular Record Date with respect to each Interest Payment Date shall be the
close of business on August 1 or February 1, as the case may be,
immediately preceding


 





















 


such Interest
Payment Date whether or not such day is a business day.


 


(f) the corporate
trust office of the Trustee located at One Oxford Centre, 301 Grant Street, Suite 1100,
Pittsburgh, Pennsylvania 15219 shall be the place at which (i) the
principal of, premium, if any, and interest, if any, on the Notes at Maturity
shall be payable upon presentment, interest prior to Maturity to be paid as
specified in the form of Note attached hereto, (ii) registration of
transfer of the Notes may be effected, (iii) exchanges of Notes may be
effected and (iv) notices and demands to or upon the Company in respect of
the Notes and the Indenture may be served; and the Trustee shall be the
Security Registrar and a Paying Agent for the Notes; provided, however, that
the Company reserves the right to change, by one or more Officer’s Certificates
supplemental to this Officer’s Certificate, any such place or the Security
Registrar or such Paying Agent; and provided, further, that the Company
reserves the right to designate, by one or more Officer’s Certificates supplemental
to this Officer’s Certificate, its principal corporate office in Pittsburgh,
Pennsylvania as any such place or itself as the Security Registrar;


 


(g) The Notes are subject to redemption, in whole
at any time or in part from time to time, upon notice to the Holders of such
Notes to be redeemed by mail in accordance with the Indenture not less than
thirty (30) nor more than sixty (60) days before the date fixed for redemption,
at a redemption price equal to the greater of:


 


(1)   100% of the principal amount of the Notes then outstanding to be
redeemed, and


 


(2)   the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes being redeemed (not including any
portion of such interest payments accrued to the date of redemption) discounted
to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 30 basis points, as calculated by an Independent Investment Banker;


 


plus, in either of the above cases, accrued and unpaid
interest thereon to the date of redemption.


 


Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption.


 


 “Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be used, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.


 


 “Comparable
Treasury Price” means, with respect to any redemption date, (1) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York
and designated “Composite 3:30 p.m.


 





















 


Quotations for U.S. Government Securities” or (2) if
such release (or any successor release) is not published or does not contain
such prices on such third Business Day, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (B) if
the Independent Investment Bank obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such Quotations.


 


 “Independent
Investment Banker” means J.P. Morgan Securities Inc. or Lehman Brothers Inc.,
or either of the respective successors, or if both such firms are unwilling or
unable to serve as such, an independent investment banking institution of
national standing appointed by the Company.


 


 “Reference
Treasury Dealer” means J.P. Morgan Securities Inc. and Lehman Brothers Inc. and
their respective successors, and if either of these parties ceases to be a
primary U.S. Government Securities Dealer in New York City, the Company will
substitute another primary U.S. Government Securities Dealer selected by the
Company, and any other primary U.S. Government Securities Dealer selected by
the Company.


 


 “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker by such Reference Treasury
Dealer at or before 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.


 


 “Treasury Rate” means, with respect to any
redemption date, the rate per year equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date;


 


(h) inapplicable;


 


(i) the Notes shall
be issued in denominations of $1,000 and any integral multiple thereof;


 


(j) inapplicable;


 


(k) inapplicable;


 


(l) inapplicable;


 


(m) inapplicable;


 


(n) inapplicable;


 


(o) inapplicable;


 


(p) inapplicable;


 





















 


(q) the Notes are
initially to be issued in global form, registered in the name of Cede &
Co., as nominee for The Depository Trust Company (the “Depositary”).  Such Notes shall not be transferable or
exchangeable, nor shall any purported transfer be registered, except as
follows:


 


(i) such
Notes may be transferred in whole, and appropriate registration of transfer
effected, if such transfer is by such nominee to the Depositary, or by the
Depositary to another nominee thereof, or by any nominee of the Depositary to
any other nominee thereof, or by the Depositary or any nominee thereof to any
successor securities depositary or any nominee thereof; and


 


(ii) such
Notes may be exchanged for definitive Notes registered in the respective names
of the beneficial holders thereof, and thereafter shall be transferable without
restriction, if:


 


(A) The
Depositary, or any successor securities depositary, shall have notified the
Company and the Trustee that it is unwilling or unable to continue to act as
securities depositary with respect to such Notes and the Trustee shall not have
been notified by the Company within ninety (90) days of the identity of a
successor securities depositary with respect to such Notes; or


 


(B) the
Company shall have delivered to the Trustee a Company Order to the effect that
such Notes shall be so exchangeable on and after a date specified therein;


 


it being understood that
any such registration of transfer or exchange shall be effected in accordance
with Section 305 of the Indenture;


 


(r) inapplicable;


 


(s) no service charge
shall be made for the registration of transfer or exchange of the Notes;
provided, however, that the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with such
transfer or exchange;


 


(t) Section 113 of
the Indenture shall apply to the Notes; and


 


(u) Section 507 of
the Indenture shall apply to the Notes.


 


PART II


 


Set forth below in this Part II
are additional terms of the Notes, as contemplated by clause (v) of the
second paragraph of Section 301 of the Indenture.


 


(a) the Notes shall
have such further terms as are set forth in the form of note attached hereto as
Exhibit A;


 





















 


Exhibit A


 


CUSIP: 266233AB1


 


DUQUESNE LIGHT HOLDINGS, INC.


6.25% SENIOR NOTE DUE 2035


 


	
  No.  1

  	
  $120,000,000

  



 


Duquesne Light Holdings, Inc.,
a corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to


 


CEDE &
CO.


 


or registered assigns, the
principal sum of


 


ONE
HUNDRED TWENTY MILLION DOLLARS ($120,000,000)


 


on August 15, 2035 and
to pay interest thereon from August 16, 2005 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on August 15 and February 15 of each year,
commencing February 15, 2006 at the rate of 6.25% per annum, until the
principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be August 1 or February 1
(whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date.  The amount of
interest payable will be computed on the basis of a 360-day year consisting of
twelve 30-day months.  If any date on
which interest is payable on the Securities is not a Business Day, then payment
of the interest payable on that date will be made on the next succeeding day
which is a Business Day (and without any additional interest or other payment
in respect of any delay), with the same force and effect as if made on such
date.


 


Payment of the principal of (and premium, if any)
and any such interest on this Security will be made upon presentation at the
corporate trust office of the Trustee located at One Oxford Centre, 301 Grant
Street, Suite 1100, Pittsburgh, Pennsylvania 15219, in Dollars.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.


 


Dated: August 16, 2005


 





















 


	
   

  	
  DUQUESNE LIGHT HOLDINGS,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William F. Fields

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Treasurer

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
									



 





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is the 6.25% Senior Note due 2035 described in the within-mentioned Indenture
and authorized by the Officer’s Certificate dated August 16, 2005.


 


	
   

  	
   

  	
  J.P. Morgan
  Trust Company, National

  
	
   

  	
  Association,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: August 16,
  2005

  	
   

  	
   

  	
   

  
							



 





















 


Reverse of Security


 


This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and issuable in one or more series under an
Indenture, dated as of August 16, 2005 (such Indenture as originally
executed and delivered and as supplemented and amended from time to time
thereafter, together with any constituent instruments establishing the terms of
particular Securities, being herein called the “Indenture”), between the
Company and J.P. Morgan Trust Company, National Association, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms and
conditions upon which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the
series designated on the face hereof, initially limited in aggregate principal
amount to $120,000,000.


 


The Securities of this series are subject to
redemption, in whole at any time or in part from time to time, upon notice to
the Holders of such Securities to be redeemed by mail in accordance with the
Indenture not less than thirty (30) nor more than sixty (60) days before the
date fixed for redemption, at a redemption price equal to the greater of:


 


(1)   100% of
the principal amount of the Securities then outstanding to be redeemed, and


 


(2)   the sum
of the present values of the remaining scheduled payments of principal and
interest on the Securities being redeemed (not including any portion of such
interest payments accrued to the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis
points, as calculated by an Independent Investment Banker;


 


plus,
in either of the above cases, accrued and unpaid interest thereon to the date
of redemption.


 


Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the Securities or portions thereof called for redemption.


 





















 


 “Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Securities.


 


 “Comparable
Treasury Price” means, with respect to any redemption date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (2) if such release (or any successor release)
is not published or does not contain such prices on such third Business Day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Independent Investment Bank obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
Quotations.


 


 “Independent
Investment Banker” means J.P. Morgan Securities Inc. or Lehman Brothers Inc.,
or either of the respective successors, or if both such firms are unwilling or
unable to serve as such, an independent investment banking institution of
national standing appointed by the Company.


 


 “Reference
Treasury Dealer” means J.P. Morgan Securities Inc. and Lehman Brothers Inc. and
their respective successors, and if either of these parties ceases to be a
primary U.S. Government Securities Dealer in New York City, the Company will
substitute another primary U.S. Government Securities Dealer selected by the
Company, and any other primary


 





















 


U.S. Government Securities Dealer selected by the Company.


 


 “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker by such Reference Treasury
Dealer at or before 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.


 


 “Treasury Rate” means, with respect to any redemption
date, the rate per year equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.


 


If an Event of Default under the Indenture shall occur
and be continuing, the principal of this Security may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the Trustee to enter into one or more supplemental indentures
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, the Indenture with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series then Outstanding under the Indenture, considered as
one class; provided however, that if there shall be Securities of more than one
series Outstanding under the Indenture and if a proposed supplemental indenture
shall directly affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities 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 Securities 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 Outstanding Securities of all
Tranches so directly affected, considered as one class, shall be required; and
provided, further, that the Indenture permits the Trustee to enter into one or
more supplemental indentures for limited purposes without the consent of any
Holders of Securities. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.


 





















 


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of and
interest, if any, on this Security at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.


 


As provided in the Indenture and subject to certain
limitations therein set forth, this Security or any portion of the principal
amount hereof shall be deemed to have been paid for all purposes of the
Indenture and to be no longer outstanding thereunder, and, at the election of
the Company, the Company’s entire indebtedness in respect thereof shall be
deemed to have been satisfied and discharged, if there has been irrevocably
deposited with the Trustee or any Paying Agent (other than the Company), in
trust, money in an amount which shall be sufficient and/or, in the case of a
deposit made prior to the Maturity of such Securities or portions thereof,
Eligible Obligations, the principal of and interest on which when due, without
regard to any reinvestment thereof, shall provide moneys which, together with
moneys so deposited, shall be sufficient, to pay when due the principal of and
interest on this Security when due.


 


The Indenture contains terms, provisions and
conditions relating to the consolidation or merger of the Company with or into,
and the conveyance, or other transfer or lease of all of its properties, as or
substantially as an entity, to another Person, to the assumption by such other
Person, in certain circumstances, of all of the obligations of the Company
under the Indenture and on the Securities and to the release and discharge of
the Company, in certain circumstances, from such obligations.


 


The Securities of this series are issuable only as
registered Securities, without coupons, and except as otherwise provided in the
Indenture, in denominations of $1,000 and integral multiples thereof. Any
registration of transfer or exchange of the Securities shall be effected in
accordance with the Indenture.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the absolute owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


This Security shall be governed by and construed in
accordance with the laws of the State of New York.


 


As provided in the Indenture, no recourse shall be had
for the payment of the principal of or premium, if any, or interest, if any, on
any Securities, or any part thereof, or for any claim based thereon or otherwise
in respect thereof, or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement under the Indenture, against, any
incorporator, stockholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor corporation of either
of them (either directly or through the Company or a predecessor


 





















 


or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly agreed and
understood that the Indenture and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.


 


Unless the certificate of authentication hereon has
been executed by the Trustee or an Authenticating Agent by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


 





















 


IN WITNESS WHEREOF, I
have executed this Officer’s Certificate this 16th day of August, 2005.


 


 


	
   

  	
  DUQUESNE LIGHT
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stevan R. Schott

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and

  Chief Financial Officer