Exhibit 4.4


 


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 “5.50% Senior Notes due 2015” (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, 2015;


 


(e) the
Notes shall bear interest at the rate of five and one-half percent (5.50%) 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 20 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