EXHIBIT 4(b)
South Jersey Gas Company
_% Deferrable Interest Subordinated Debenture,
No. __
South Jersey Gas Company, a New Jersey corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ____________________
or registered assigns, the principal sum of __________ Dollars on __________,
____, and to pay interest on said principal sum from __________, ____ or from
the most recent Interest Payment Date (as defined below) to which interest has
been paid or duly provided for, quarterly in arrears on March 31, June 30,
September 30 and December 31, commencing [ ] (each, an "Interest
Payment Date") at the rate of ___% per annum until the principal hereof shall
have become due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months, and for any period shorter than thirty
days, interest will be computed on the basis of the actual number of days
elapsed in such period based on a 30-day month. In the event that any Interest
Payment Date is not a Business Day, then interest will be payable on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Debenture is registered at the close of
business on the Regular Record Date for such interest installment, which shall
be the 15th day (whether or not a Business Day) of the last month of each
quarter, provided that if all of the Debentures (as defined below) are then held
by SJG Capital Trust (the "Trust") or the Debentures are held in book-entry-only
form, the Regular Record Date shall be the close of business on the Business Day
next preceding such Interest Payment Date. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Debenture is registered at the close of business on a Special Record Date
to be fixed by the Trustee (as defined below) for the payment of such defaulted
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interest, notice whereof shall be given to the Holders of the Debentures not
less than 7 days prior to such Special Record Date, as more fully provided in
the Indenture.
Payment of the principal of and interest on this Debenture will be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. Payments of
interest on an Interest Payment Date will be made by check mailed to the Holder
hereof at the address shown in the Register or, at the option of the Holder
hereof, to such other place in the United States of America as the Holder hereof
shall designate to the Trustee in writing. At the request of a Holder of at
least $10,000,000 aggregate principal amount of Debentures, interest on such
Debentures will be payable by wire transfer within the continental United States
in immediately available funds to the bank account number specified in writing
by such Holder to the Registrar prior to the Regular Record Date.
The principal amount hereof and any interest due on the Stated
Maturity Date or a Redemption Date (other than an Interest Payment Date) will be
paid only upon surrender of this Debenture at the principal corporate office of
The Bank of New York, Paying Agent in New York, or at such other office or
agency of the Paying Agent as the Company shall designate by written notice to
the Holder of this Debenture.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is issued
subject to the provisions of the Indenture with respect thereto. The Holder of
this Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for
any and all such purposes. The Holder of this Debenture, by his acceptance
hereof, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.
This Debenture is one of the duly authorized Debentures of the Company
(herein sometimes referred to as the "Debentures"), specified in the Indenture,
limited in aggregate principal amount to [$36,082,475], issued under
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and pursuant to an Indenture dated as [ ], 1997 (the "Indenture") executed and
delivered between the Company and The Bank of New York, as trustee (the
"Trustee"). The Debentures are initially being issued to the Trust, to be held
on behalf of the Trust by its property trustee (the "Property Trustee").
Concurrently with the issuance of the Debentures, the Trust is issuing its trust
securities, representing undivided beneficial interests in the assets of the
Trust and having an aggregate liquidation amount equal to the principal amount
of the Debentures, including the Trust's [ ]% Preferred Securities (the
"Preferred Securities"). Reference is made to the Indenture for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and Holders of the Debentures. Each term
used in this Debenture which is defined in the Indenture and not defined herein
shall have the meaning assigned to it in the Indenture.
At the option of the Company, the Debentures are redeemable prior to
maturity (i) at any time on or after __________, [2002], in whole or in part,
and (ii) if a Special Event shall occur and be continuing, in whole (but not in
part) within 90 days following the occurrence of such Special Event, in each
case at 100% of the principal amount thereof plus accrued interest to the
Redemption Date. A "Special Event" shall mean either a "Tax Event" or an
"Investment Company Event." "Tax Event" shall mean that the Company shall have
received an opinion of nationally recognized independent tax counsel (which must
be acceptable to the Property Trustee of the Trust) experienced in such matters
to the effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein affecting taxation, or as a result of any official administrative
pronouncement, administrative action, or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement, administrative action or decision is announced or taken on
or after the date of original issuance of Preferred Securities, there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of
the date thereof, subject to United States Federal income tax with respect to
interest received on the Debentures, (ii) interest payable by the Company to the
Trust on the Debentures is not or will not be within 90 days of the date thereof
deductible for United States Federal income tax purposes or (iii) the Trust is,
or will be within 90 days of the date thereof, subject to more than a de minimis
amount of other taxes, duties, assessments or other governmental charges.
"Investment Company Event" shall mean
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the occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law") to the effect that
the Trust is or will be considered an "investment company" that is required to
be registered under the Investment Company Act of 1940, as amended, which Change
in 1940 Act Law becomes effective on or after the date of original issuance of
the Preferred Securities.
At least 30 days but not more than 60 days before the Redemption Date,
the Trustee shall mail or caused to be mailed a notice of redemption by first-
class mail, postage prepaid, to each Holder of Debentures to be redeemed.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancelation hereof. In case an Event of
Default with respect to the Debentures occurs and is continuing, the principal
of and interest on the Debentures may (and, in certain circumstances, shall) be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Debenture upon compliance by the Company with
certain conditions set forth therein.
Subject to certain exceptions in the Indenture which require the
consent of every Holder, the Company and the Trustee may amend the Indenture or
may waive future compliance by the Company with any provisions of the Indenture,
with the consent of the Holders of at least a majority in aggregate principal
amount of the Debentures, provided that if the Debentures are held by the Trust,
no such amendment or waiver that adversely affects the holders of the Preferred
Securities shall be effective without the prior consent of the holders of at
least a majority in aggregate liquidation amount of the outstanding Preferred
Securities. Subject to certain exceptions in the Indenture, without the consent
of any Debentureholder, the Company and the Trustee may amend the Indenture to
cure any ambiguity, defect or inconsistency, to bind a successor to the
obligations of the Indenture, to provide for uncertificated Debentures in
addition to certificated Debentures, to comply with any requirements of the
Debentures and the Securities and Exchange Commission in connection with the
qualification of the Indenture under the TIA, or to make any change that,
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in the reasonable judgment of the Company, does not adversely affect the rights
of any Debentureholder. Amendments bind all Holders and subsequent Holders.
No reference herein to the Indenture and no provision of this
Debenture or the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Debenture at the time and place and at the rate and in the money herein
prescribed.
So long as no Event of Default with respect to the Debentures has
occurred and is continuing, the Company shall have the right at any time and
from time to time to extend the interest payment period of the Debentures for up
to 20 consecutive quarters (the "Extension Period"), provided that no Extension
Period shall extend beyond the Stated Maturity Date or Redemption Date of any
Debenture. At the end of the Extension Period, the Company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Debentures, compounded quarterly, to the extent that payment
of such interest is enforceable under applicable law). During such Extension
Period, the Company may not declare or pay any dividend on, redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock.
Prior to the termination of any such Extension Period, the Company may further
extend such Extension Period, provided that such Extension Period, together with
all such previous and further extensions, shall not exceed 20 consecutive
quarters and shall not extend beyond the Stated Maturity Date or Redemption Date
of any Debenture. At the termination of any such Extension Period and upon the
payment of all amounts then due, the Company may elect to begin a new Extension
Period, subject to the foregoing restrictions.
Debentures are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, this Debenture
is exchangeable for a like aggregate principal amount of Debentures of a
different authorized denomination, as requested by the Holder surrendering the
same.
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the Holder hereof upon
surrender of this Debenture for registration of transfer at the office or agency
of the Registrar accompanied by a written instrument or instruments of transfer
inform satisfactory to the Registrar duly executed by the Holder hereof or his
attorney
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duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.
Prior to presentment for registration of transfer of this Debenture,
the Company, the Trustee, any Paying Agent and any Registrar may deem and treat
the Holder hereof as the absolute owner hereof (whether or not this Debenture
shall be overdue and notwithstanding any notice of ownership or writing hereon
made by anyone other than the Registrar) for the purpose of receiving payment of
or on account of the principal hereof and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any Paying Agent nor any
Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder officer or director, past, present or future, as such,
of the Company or of any predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.
This Debenture shall not be valid until an authorized signatory of the
Trustee manually signs and dates the Trustee's Certificate of Authentication
below.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
manually or by facsimile by its duly
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authorized officers and a facsimile of its corporate seal to be affixed hereto
or imprinted hereon.
SOUTH JERSEY GAS COMPANY,
[SEAL]
by___________________________
Name:
Title:
Attest:___________________________
(Assistant) Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures referred to in the within-mentioned
Indenture.
The Bank of New York, as Trustee
By:__________________________
Authorized Signatory
Dated:_______________________
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ASSIGNMENT FORM
To assign this Debenture, fill in the form below: (I) or (we) assign
and transfer this Debenture to:
________________________________________________________________________________
(Insert assignee's social security or tax I.D. number)
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ____________________ agent to transfer this Debenture on
the books of the Register. The agent may substitute another to act for him.
Dated:_________________________
Signature:_____________________
(Sign exactly as your name appears on the other
side of this Debenture)
Signature Guaranty: ____________________
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