EXHIBIT 10.1
FIFTH SUPPLEMENTAL
ACQUISITION, FINANCING AND SALE
AGREEMENT
THIS FIFTH SUPPLEMENTAL ACQUISITION, FINANCING
AND SALE AGREEMENT, made and executed in multiple originals as of
October 1, 1995 (the "Fifth Supplemental Sale Agreement"), between
YORK COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the "Authority"), a
public instrumentality of the Commonwealth of Pennsylvania (the
"Commonwealth") and a public body corporate and politic, and THE
YORK WATER COMPANY, a public utility incorporated under the laws of
the Commonwealth of Pennsylvania (the "Company").
W I T N E S E T H
WHEREAS, the Authority has previously issued its
Water Facilities Revenue Bonds of various series to finance
projects for the Company and, in particular, issued its $4,300,000
aggregate principal amount Water Facilities Revenue Bonds (The York
Water Company Project) 1991 Series, dated December 1, 1991 (the
"1991 Bonds"), which are outstanding in the amount of $4,300,000;
and
WHEREAS, the Company has requested the Authority
to undertake a project (the "1995 Refunding Program") consisting of
the payment on December 1, 1995, an optional redemption date, (i)
from proceeds of the hereinafter described 1995 Bonds, of the
outstanding principal of the 1991 Bonds and (ii) from additional
moneys to be paid by the Company, of all accrued and unpaid
interest on such 1991 Bonds; and
WHEREAS, the 1995 Refunding Program will achieve
debt service savings for the Authority and the Company, which will
inure to the benefit of the Company's customers in York County;
and
WHEREAS, the Authority has made the necessary
findings under the Pennsylvania Economic Development Financing Law
(the "Law") and has duly resolved to undertake the 1995 Refunding
Program and to finance the same by the issuance of its Water
Facilities Revenue Refunding Bonds (The York Water Company Project)
1995 Series in the aggregate principal amount of $4,300,000 (the
"1995 Bonds"); and
WHEREAS, the 1991 Bonds were issued in
accordance with the terms of a Trust Indenture, dated as of May 15,
1984 (the "Original Indenture") as supplemented by various
supplemental indentures, in particular by a Third Supplemental
Trust Indenture dated as of December 1, 1991 (the "Third
Supplemental Indenture"), between the Authority and The York Bank
and Trust Company, as trustee (the "Trustee"); and
WHEREAS, in connection with the issuance of the
prior series of bonds for the Company, the Authority and the
Company entered into an Acquisition, Financing and
Sale Agreement,
dated as of May 15, 1984 and various supplements thereto, in
particular by a Third Supplemental Acquisition, Financing and Sale
Agreement dated as of December 1, 1991 in connection with the
issuance of the 1991 Bonds (such original agreement, together with
all prior supplements and this Fifth Supplemental Sale Agreement,
being collectively called the" Acquisition, Financing and Sale
Agreement"), which set forth the obligations of the Authority and
the Company with respect to the Project Facilities (as defined
t
