SUPPLEMENTAL MORTGAGE
-------------------------------------------------------------------------------
Supplemental Indenture
DATED JUNE 1, 1997
------------------
SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE
DATED AUGUST 1, 1924
------------------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
TO
FIRST UNION NATIONAL BANK
TRUSTEE
000 XXXXX XXXXXX
XXXXXX, XXX XXXXXX 00000
------------------
PROVIDING FOR THE ISSUE OF
$235,000,000 FIRST AND REFUNDING MORTGAGE BONDS,
6 1/2% SERIES XX DUE 2000
--------------------------------------------------------------------------------
RECORD IN MORTGAGE BOOK AND RETURN TO:
XXXXX X. XXXXX, ESQ.
80 PARK PLAZA, T5B
X.X. XXX 000
XXXXXX, X.X. 00000
PREPARED BY
(XXXXXX X. XXXXX, ESQ.)
TABLE OF CONTENTS
------------------
PAGE
----
RECITALS.......................................................................... 1
FORM OF BOND [FACE]............................................................... 3
FORMS OF CERTIFICATES OF AUTHENTICATION........................................... 5
FORM OF BOND [REVERSE]............................................................ 6
GRANTING CLAUSES.................................................................. 11
ARTICLE I.
BONDS OF THE SERIES XX
DESCRIPTION OF SERIES XX.......................................................... 13
ARTICLE II.
REDEMPTION OF BONDS
OF SERIES XX
SECTION 2.01. Redemption -- Redemption Prices................................ 14
SECTION 2.02. Redemption at Election of Company.............................. 15
SECTION 2.03. Redemptions Pursuant to Section 4C of Article Eight of the
Indenture.................................................... 17
SECTION 2.04. Called Bonds to be Surrendered -- Interest to Cease............ 17
SECTION 2.05. Bonds Called in Part........................................... 18
SECTION 2.06. Provisions of Indenture Not Applicable......................... 18
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Series XX........................... 18
SECTION 3.02. Authenticating Agent........................................... 18
SECTION 3.03. Additional Restrictions on Authentication of Additional Bonds
Under Indenture.............................................. 20
SECTION 3.04. Restriction on Dividends....................................... 20
SECTION 3.05. Use of Facsimile Seal and Signatures........................... 21
SECTION 3.06. Time for Making of Payment..................................... 21
SECTION 3.07. Effective Period of Supplemental Indenture..................... 21
SECTION 3.08. Effect of Approval of Board of Public Utilities of the State of
New Jersey................................................... 21
SECTION 3.09. Execution in Counterparts...................................... 22
Acknowledgments..................................................................... 23
Certificate of Residence............................................................ 24
SUPPLEMENTAL INDENTURE, dated the 1st day of June, 1997 for convenience of
reference and effective from the time of execution and delivery hereof, between
PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a corporation organized under the laws
of the State of New Jersey, hereinafter called the "Company", party of the first
part, and FIRST UNION NATIONAL BANK, a national banking association organized
under the laws of the United States of America, as Trustee under the indenture
dated August 1, 1924, below mentioned, hereinafter called the "Trustee", party
of the second part.
WHEREAS, on July 25, 1924, the Company executed and delivered to FIDELITY
UNION TRUST COMPANY (now known as FIRST UNION NATIONAL BANK), a certain
indenture dated August 1, 1924 (hereinafter called the "Indenture"), to secure
and to provide for the issue of First and Refunding Mortgage Gold Bonds of the
Company; and
WHEREAS, the Indenture has been recorded in the following counties of the
State of New Jersey, in the offices, and therein in the books and at the pages,
as follows:
PAGE
COUNTY OFFICE BOOK NUMBER NUMBER
----------- ------------ ---------------------------- ----------------
Atlantic Clerk's 1955 of Mortgages 160
Bergen Clerk's 94 of Chattel Mortgages 123 etc.
693 of Mortgages 85 etc.
Burlington Clerk's 52 of Chattel Mortgages Folio 8, etc.
177 of Mortgages Folio 354, etc.
Camden Register's 45 of Chattel Mortgages 184 etc.
239 of Mortgages 1 etc.
Cumberland Clerk's 786 of Mortgages 638 & c.
Essex Register's 437 of Chattel Mortgages 1-48
T-51 of Mortgages 341-392
Gloucester Clerk's 34 of Chattel Mortgages 123 etc.
142 of Mortgages 7, etc.
Xxxxxx Register's 453 of Chattel Mortgages 9, etc.
1245 of Mortgages 484, etc.
Hunterdon Clerk's 151 of Mortgages 344
Xxxxxx Clerk's 67 of Chattel Mortgages 1 etc.
384 of Mortgages 1 etc.
Middlesex Clerk's 113 of Chattel Mortgages 3 etc.
437 of Mortgages 294, etc.
Monmouth Clerk's 951 of Mortgages 291 & x.
Xxxxxx Clerk's N-3 of Chattel Mortgages 446 etc.
F-10 of Mortgages 269 etc.
Ocean Clerk's 1809 of Mortgages 40
Passaic Register's M-6 of Chattel Mortgages 178, etc.
R-13 of Mortgages 268 etc.
Salem Clerk's 267 of Mortgages 249 & c.
2
PAGE
COUNTY OFFICE BOOK NUMBER NUMBER
--------- ------------ --------------------------- ---------
Somerset Clerk's 46 of Chattel Mortgages 207 etc.
N-10 of Mortgages I etc.
Sussex Clerk's 123 of Mortgages 10 & c.
Union Register's 128 of Chattel Mortgages 28 & c.
664 of Mortgages 259 etc.
Xxxxxx Clerk's 124 of Mortgages 141 etc.
and
WHEREAS, the Indenture has also been recorded in the following counties of
the Commonwealth of Pennsylvania, in the offices, and therein in the books and
at the pages, as follows:
PAGE
COUNTY OFFICE BOOK NUMBER NUMBER
------------- ------------ ------------------- ------
Xxxxx Recorder's 22 of Mortgages 105
Xxxxxxxxx Recorder's 208 of Mortgages 381
Bedford Recorder's 90 of Mortgages 917
Xxxxx Recorder's 671 of Mortgages 430
Cambria Recorder's 407 of Mortgages 352
Cumberland Recorder's 500 of Mortgages 136
Franklin Recorder's 285 of Mortgages 373
Huntingdon Recorder's 128 of Mortgages 47
Indiana Recorder's 197 of Mortgages 281
Lancaster Recorder's 984 of Mortgages 1
Xxxxxxxxxx Recorder's 5053 of Mortgages 1,221
Xxxxxxxxxxxx Recorder's 1281 of Mortgages 198
York Recorder's 31-V of Mortgages 446
and
WHEREAS, the Indenture granted, bargained, sold, aliened, remised,
released, conveyed, confirmed, assigned, transferred and set over unto the
Trustee certain property of the Company, more fully set forth and described in
the Indenture, then owned or which might thereafter be acquired by the Company;
and
WHEREAS, the Company, by various supplemental indentures, supplemental to
the Indenture, the last of which was dated April 1, 1997, has granted,
bargained, sold, aliened, remised, released, conveyed, confirmed, assigned,
transferred and set over unto the Trustee certain property of the Company
acquired by it after the execution and delivery of the Indenture; and
3
WHEREAS, since the execution and delivery of said supplemental indenture
dated April 1, 1997, the Company has acquired property which, in accordance with
the provisions of the Indenture, is subject to the lien thereof and the Company
desires to confirm such lien; and
WHEREAS, the Indenture has been amended or supplemented from time to time;
and
WHEREAS, it is provided in the Indenture that no bonds other than those of
the 5 1/2% Series due 1959 therein authorized may be issued thereunder unless a
supplemental indenture providing for the issue of such additional bonds shall
have been executed and delivered by the Company to the Trustee; and
WHEREAS, the Company desires to provide for the issue of $235,000,000
principal amount of bonds secured by said Indenture of a series to be designated
as "First and Refunding Mortgage Bonds, 6 1/2% Series XX due 2000" (hereinafter
sometimes called "Series XX"); and
WHEREAS, the text of the bonds of the Series XX and of the certificates of
authentication to be borne by the bonds of the Series XX shall be substantially
of the following tenor:
[FORM OF BOND]
[FACE]
REGISTERED REGISTERED
NUMBER AMOUNT
RU $
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
6 1/2% SERIES XX DUE 2000.
Public Service Electric and Gas Company (hereinafter called the "Company"),
a corporation of the State of New Jersey, for value received, hereby promises to
pay to , or registered assigns, on the surrender hereof, the
principal sum of Dollars, on June 1, 2000 and to pay interest thereon from
the date hereof, at the rate of 6 1/2% per annum, and until payment of said
principal sum, such interest to be payable June 1 and December 1 in each year.
4
Both the principal hereof and interest hereon shall be paid at the
corporate trust office of First Union National Bank, in the City of Newark,
State of New Jersey, or (at the option of the registered owner) at the corporate
trust office of First Chicago Trust Company of New York, in the Borough of
Manhattan, City and State of New York, in such coin or currency of the United
States of America as at the time of payment shall constitute legal tender for
the payment of public and private debts.
Reference is hereby made to the further provisions of this Bond set forth
on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Bond shall not be entitled to any security or benefit under the
indenture mentioned on the reverse hereof, as amended and supplemented, and
shall not become valid or obligatory for any purpose, until the certificate of
authentication, hereon endorsed, shall have been signed by or on behalf of First
Union National Bank, as Trustee, or by or on behalf of its successor in trust
under said indenture.
IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed by
its proper officers under its corporate seal.
Dated
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY,
By .................................
(Vice) President
(Seal)
Attest:
....................................
(Assistant) Secretary
5
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated therein which are
described in the within-mentioned indenture and supplemental indenture dated
June 1, 1997, as secured thereby.
FIRST UNION NATIONAL BANK, TRUSTEE
By ..................................
Authorized Signatory
[FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION]
ALTERNATE CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated therein which are
described in the within-mentioned indenture and supplemental indenture dated
June 1, 1997, as secured thereby.
FIRST UNION NATIONAL BANK, TRUSTEE
By ..................................
Authenticating Agent
By ..................................
Authorized Signatory
6
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
6 1/2% SERIES XX DUE 2000.
This Bond is one of the First and Refunding Mortgage Bonds of the Company
issued and to be issued under and pursuant to, and all equally secured by, an
indenture of mortgage or deed of trust dated August 1, 1924, as supplemented and
amended by supplemental indentures thereto, including supplemental indentures
dated March 1, 1942, June 1, 1949, May 1, 1950, October 1, 1953, May 1, 1954,
November 1, 1956, September 1, 1957, August 1, 1958, June 1, 1959, September 1,
1960, August 1, 1962, June 1, 1963, September 1, 1964, September 1, 1965, June
1, 1967, June 1, 1968, April 1, 1969, March 1, 1970, May 15, 1971, November 15,
1971, April 1, 1972, March 1, 1974, October 1, 1974, April 1, 1976, September 1,
1976, October 1, 1976, June 1, 1977, September 1, 1977, November 1, 1978, July
1, 1979, September 1, 1979 (No. 1), September 1, 1979 (No. 2), November 1, 1979,
June 1, 1980, August 1, 1981, April 1, 1982, September 1, 1982, December 1,
1982, June 1, 1983, August 1, 1983, July 1, 1984, September 1, 1984, November 1,
1984 (No. 1), November 1, 1984 (No. 2), July 1, 1985, January 1, 1986, March 1,
1986, April 1, 1986 (No. 1), April 1, 1986 (No. 2), March 1, 1987, July 1, 1987
(No. 1), July 1, 1987 (No. 2), May 1, 1988, September 1, 1988, July 1, 1989,
July 1, 1990 (No. 1), July 0, 0000 (Xx. 0), Xxxx 0, 0000 (Xx. 1), June 0, 0000
(Xx. 0), Xxxxxxxx 0, 0000 (Xx. 1), November 0, 0000 (Xx. 0), Xxxxxxxx 0, 0000
(Xx. 3), February 1, 1992 (No. 1), February 0, 0000 (Xx. 0), Xxxx 0, 0000 (Xx.
1), June 0, 0000 (Xx. 0), Xxxx 0, 0000 (Xx. 3), January 1, 1993 (No. 1), January
1, 1993 (No. 2), March 1, 1993, May 1, 1993, May 0, 0000 (Xx. 0), Xxx 0, 0000
(Xx. 3), July 1, 1993, August 1, 1993, September 1, 1993, September 1, 1993 (No.
2), November 1, 1993, February 1, 1994, March 1, 1994 (No. 1), March 1, 1994
(No. 2), May 1, 1994, June 1, 1994, August 1, 1994, October 0, 0000 (Xx. 0),
Xxxxxxx 0, 0000 (Xx. 2), October 0, 0000 (Xx. 0), Xxxxxxx 0, 0000 (Xx. 2),
January 0, 0000 (Xx. 0), Xxxxxxx 0, 0000 (Xx. 2), December 1, 1996, April 1,
1997 and June 1, 1997 each duly executed by the Company and First Union National
Bank (formerly known as Fidelity Union Trust Company), a national banking
association organized under the laws of the United States of America, as
Trustee. This Bond is one of the 6 1/2%
7
Series XX due 2000, which series is limited to aggregate principal amount of
$235,000,000 and is issued pursuant to said supplemental indenture dated June 1,
1997. Reference is hereby made to said indenture and all supplements thereto for
a specification of the principal amount of Bonds from time to time issuable
thereunder, and for a description of the properties mortgaged and conveyed or
assigned to said Trustee or its successors, the nature and extent of the
security, and the rights of the holders of said Bonds and any coupons
appurtenant thereto, and of the Trustee in respect of such security.
In and by said indenture, as amended and supplemented, it is provided that
with the written approval of the Company and the Trustee, any of the provisions
of said indenture may from time to time be eliminated or modified and other
provisions may be added thereto provided the change does not alter the annual
interest rate, redemption price or date, date of maturity or amount payable on
maturity of any then outstanding Bond or conflict with the Trust Indenture Act
of 1939 as then in effect, and provided the holders of 85% in principal amount
of the Bonds secured by said indenture and then outstanding (including, if such
change affect the Bonds of one or more series but less than all series then
outstanding, a like percentage of the then outstanding Bonds of each series
affected by such change, and excluding Bonds owned or controlled by the Company
or by the parties owning at least 10% of the outstanding voting stock of the
Company, as more fully specified in said indenture) consent in writing thereto,
all as more fully set forth in said indenture, as amended and supplemented.
First and Refunding Mortgage Bonds issuable under said indenture are
issuable in series, and the Bonds of any series may be for varying principal
amounts and in the form of coupon bonds and of registered bonds without coupons,
and the Bonds of any one series may differ from the Bonds of any other series as
to date, maturity, interest rate and otherwise, all as in said indenture
provided and set forth. The Bonds of the 6 1/2% Series XX due 2000, in which
this Bond is included, are designated "First and Refunding Mortgage Bonds,
6 1/2% Series XX due 2000."
In case of the happening of an event of default as specified in said
indenture and said supplemental indenture dated March 1, 1942, the principal sum
of the Bonds of this series my be declared or may become due and payable
forthwith, in the manner and with the effect in said indenture provided.
8
As more fully provided in said supplemental indenture dated June 1, 1997,
the Bonds of this series are subject to redemption at any time prior to
maturity, on notice given as below provided (a) as a whole or in part, at the
option of the Company, at a redemption price equal to the greater of (i) 100% of
the principal amount of the Bonds of this series to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 10 basis points, plus accrued interest thereon to the date of
redemption; where, "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, in each case calculated on the third
business day preceding such redemption date. "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 Bonds of this
series to be redeemed that would be utilized, 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 Bonds of
this series; "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company and acceptable to the Trustee; "Comparable
Treasury Price" means, with respect to any redemption date, (i) the yield, under
the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities", for the maturity comparable to
the remaining term of the Bonds of this series to be redeemed or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, (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
Trustee is unable to obtain five such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations so obtained; "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date,
9
the average, as determined by the Trustee, 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 Trustee 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; and "Reference Treasury Dealer" means a primary
U.S. Government Securities Dealer in New York City selected by the Company and
acceptable to the Trustee, the foregoing being the "Regular Redemption Price";
and (b) by the application of proceeds of released property or other money held
by the Trustee and which, pursuant to the provisions of said indenture, as
amended and supplemented, is applied to the redemption of Bonds of this series,
upon payment of the percentages of the principal amount thereof specified below
under "Special Redemption Price" during such respective 12-month periods:
12-MONTH
PERIOD SPECIAL
BEGINNING REDEMPTION
JUNE 1 PRICE
---------- -----------
1997 100%
1998 100%
1999 100%
together in each case with accrued interest to the date fixed for redemption.
Notice of any such redemption shall be given by mailing the same to the
respective registered owners of the Bonds of this series so called for
redemption, not less than 30 nor more than 40 days in advance of the date fixed
for redemption.
If this Bond or any portion thereof be called for redemption and payment be
duly provided therefor, interest shall cease to accrue on this Bond or such
portion on the date fixed for such redemption.
This Bond is transferable, but only as provided in said indenture, upon
surrender hereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal hereof and
interest hereon are payable; upon any such transfer a new Bond similar hereto
will be issued to the transferee. No service charge shall be made for any such
transfer, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto. The
Company and the Trustee and any paying agent may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof for the purpose
of receiving payment of or on account of the principal hereof and the interest
hereon and for all
10
other purposes; and neither the Company nor the Trustee nor any paying agent
shall be affected by any notice to the contrary.
The Bonds of this series are issuable only in fully registered form, in
denominations of $1,000 and any multiple of $1,000. Such fully registered Bonds
of the several denominations may be exchanged for fully registered Bonds of
other authorized denominations, but only as provided in said indenture, upon
surrender thereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal thereof and
interest thereon are payable. No service charge shall all be made for any such
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that my be imposed in relation thereto.
The Company shall not be required to issue or make transfers or exchanges
of Bonds of this series for a period of ten days next preceding any interest
payment date or next preceding the date of any drawing of such Bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such Bonds drawn in whole or in part for such redemption.
No recourse under or upon any obligation, covenant or agreement contained
in said indenture or in any indenture supplemental thereto, or in any Bond or
coupon issued thereunder, or because of any indebtedness arising thereunder,
shall be had against any incorporator, or against any past, present or future
stockholder, officer, or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, it being expressly agreed and understood that said indenture, any
indenture supplemental thereto and the obligations issued thereunder, are solely
corporate obligations, and that no personal liability whatever shall attach to,
or be incurred by, such incorporators, stockholders, officers or directors, as
such, of the Company, or of any successor corporation, or any of them, because
of the incurring of the indebtedness thereby authorized, or under or by reason
of any of the obligations, covenants or agreements contained in the indenture or
in any indenture supplemental thereto or in any of the Bonds or coupons issued
thereunder, or implied therefrom.
------------------------
11
WHEREAS, the execution and delivery of this supplemental indenture have
been duly authorized by the Board of Directors of the Company; and
WHEREAS, the Company represents that all things necessary to make the bonds
of the series hereinafter described, when duly authenticated by or on behalf of
the Trustee and issued by the Company, valid, binding and legal obligations of
the Company, and to make this supplemental indenture a valid and binding
agreement supplemental to the Indenture, have been done and performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that the Company, in
consideration of the premises and the execution and delivery by the Trustee of
this supplemental indenture, and in pursuance of the covenants and agreements
contained in the Indenture and for other good and valuable consideration, the
receipt of which is hereby acknowledged, has granted, bargained, sold, aliened,
remised, released, conveyed, confirmed, assigned, transferred and set over, and
by these presents does grant, bargain, sell, alien, remise, release, convey,
confirm, assign, transfer and set over unto the Trustee, its successors and
assigns, forever, all the right, title and interest of the Company in and to all
property of every kind and description (except cash, accounts and bills
receivable and all merchandise bought, sold or manufactured for sale in the
ordinary course of the Company's business, stocks, bonds or other corporate
obligations or securities, other than such as are described in Part V of the
Granting Clauses of the Indenture, not acquired with the proceeds of bonds
secured by the Indenture, and except as in the Indenture and herein otherwise
expressly excluded) acquired by the Company since the execution and delivery of
the supplemental indenture dated April 1, 1997 subsequent to the Indenture
(except any such property duly released from, or disposed of, free from the lien
of the Indenture, in accordance with the provisions thereof) and all such
property which at any time hereafter may be acquired by the Company;
All of which property it is intended shall be included in and granted by
this supplemental indenture and covered by the lien of the Indenture as
heretofore and hereby amended and supplemented;
12
UNDER AND SUBJECT to any encumbrances or mortgages existing on property
acquired by the Company at the time of such acquisition and not heretofore
discharged of record; and
SUBJECT also, to the exceptions, reservations and provisions in the
Indenture and in this supplemental indenture recited, and to the liens,
reservations, exceptions, limitations, conditions and restrictions imposed by or
contained in the several deeds, grants, franchises and contracts or other
instruments through which the Company acquired or claims title to the aforesaid
property; and SUBJECT, also, to the existing leases, to liens on easements or
rights of way, to liens for taxes, assessments and governmental charges not in
default or the payment of which is deferred, pending appeal or other contest by
legal proceedings, pursuant to Section 4 of Article Five of the Indenture, or
the payment of which is deferred pending billing, transfer of title or final
determination of amount, to easements for alleys, streets, highways, rights of
way and railroads that may run across or encroach upon the said property, to
joint pole and similar agreements, to undetermined liens and charges, if any,
incidental to construction, and other encumbrances permitted by the Indenture as
heretofore and hereby amended and supplemented;
TO HAVE AND TO HOLD the property hereby conveyed or assigned, or intended
to be conveyed or assigned, unto the Trustee, its successor or successors and
assigns, forever;
IN TRUST, NEVERTHELESS, upon the terms, conditions and trusts set forth in
the Indenture as heretofore and hereby amended and supplemented, to the end that
the said property shall be subject to the lien of the Indenture as heretofore
and hereby amended and supplemented, with the same force and effect as though
said property had been included in the Granting Clauses of the Indenture at the
time of the execution and delivery thereof;
AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH that for the
considerations aforesaid, it is hereby covenanted between the Company and the
Trustee as follows:
13
ARTICLE I.
BONDS OF THE SERIES XX
The series of bonds authorized by this supplemental indenture to be issued
under and secured by the Indenture shall be designated "First and Refunding
Mortgage Bonds, 6 1/2% Series XX due 2000"; shall be limited to the aggregate
principal amount of $235,000,000; shall mature June 1, 2000; shall bear interest
at the rate of 6 1/2% per annum, payable on June 1 and December 1 of each year;
shall be payable as to both principal and interest in such coin or currency of
the United States of America as at the time of payment shall constitute legal
tender for the payment of public and private debts, at the corporate trust
office of First Union National Bank, in the City of Newark, State of New Jersey,
or, as may be desired by the persons entitled to receive such principal and
interest respectively, at the corporate trust office of First Chicago Trust
Company of New York, in the Borough of Manhattan, City and State of New York;
shall be issuable only in the form of fully registered bonds in the
denominations of $1,000 and any multiple of $1,000; and the several
denominations shall be interchangeable. The date of each bond of the Series XX
shall be the semi-annual interest payment date next preceding the date of
authentication, unless such date of authentication be an interest payment date,
in which case the date shall be the date of authentication, or unless such date
of authentication be prior to the first semi-annual interest payment date, in
which case the date shall be June 1, 1997.
The Company shall not be required to issue or make transfers or exchanges
of bonds of the Series XX for a period of ten days next preceding any interest
payment date or next preceding the date of any drawing of such bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such bonds drawn in whole or in part for such redemption.
14
ARTICLE II.
REDEMPTION OF BONDS OF SERIES XX.
SECTION 2.01. REDEMPTION -- REDEMPTION PRICES. Bonds of the Series XX shall
be subject to redemption at any time:
(a) as a whole or in part, at the option of the Company, at a
redemption price equal to the greater of (i) 100% of the principal amount
of the Series XX Bonds to be redeemed and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 10 basis points, plus accrued interest thereon to the date of
redemption where:
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, in each case calculated
on the third business day preceding such redemption date;
"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 Series XX Bonds to be redeemed that
would be utilized, 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 such Series XX
Bonds;
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company and acceptable to the Trustee;
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any sucessor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury
15
securities adjusted to constant maturity under the caption "Treasury
Constant Maturities", for the maturity comparable to the remaining term of
the Bonds of this series to the redeemed or (ii) if such release (or any
successor release) is not published during the week preceding the
calculation date or does not contain such yields, the Trustee shall seek at
least five Reference Treasury Dealer Quotations and the Comparable Treasury
Price will be (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 Trustee is unable to
obtain five such Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations so obtained; "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, 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
Trustee by such Treasury Reference Dealer at 5:00 p.m., New York City time,
on the third business day preceding such redemption date;
"Reference Treasury Dealer" means a primary U.S. Government Securities
Dealer in New York City selected by the Company and acceptable to the
Trustee; and
(b) by the application of any proceeds of released property or other
money held by the Trustee and which, pursuant to Section 4C of Article
Eight of the Indenture, as amended and supplemented, is applied to the
redemption of bonds of the Series XX, upon payment of the percentages of
the principal amount thereof specified under "Special Redemption Price" in
the tabulation in the Form of Bond hereinbefore set forth during the
respective 12-month periods beginning June 1 of each of the years mentioned
in said tabulation together with accrued interest to the date fixed for
redemption.
SECTION 2.02. REDEMPTION AT ELECTION OF COMPANY. The election of the
Company to redeem any of the bonds of the Series XX shall be evidenced by a
resolution of the Board of Directors of the Company calling for redemption on a
stated date all or a stated principal amount thereof. Any such call may be
conditioned upon the deposit with the Trustee, on or before such redemption
date, of the total regular redemption price of the bonds so called, with accrued
interest
16
thereon to the redemption date. At least 40 days prior to such redemption date
(or at such later time as shall be satisfactory to the Trustee) the Company
shall file with the Trustee a certified copy of such resolution. Unless such
call shall be conditioned upon the deposit of the regular redemption price and
accrued interest with the Trustee on or before the redemption date and unless
the notice below provided for shall so state, the Company shall on or before
such redemption date deposit with the Trustee the total regular redemption price
of all the bonds so called, with accrued interest thereon to the redemption
date.
If the Company elects to redeem less than all of the bonds of the Series
XX, the particular bonds or portions thereof to be redeemed shall, upon request
of the Company, be drawn by lot by the Trustee, according to such method as it
shall deem proper, from the bonds of said series then outstanding. The Trustee
shall certify to the Company the serial numbers of the bonds so drawn.
The Company shall thereupon give notice of such redemption, in the manner
and substantially in the form provided in Section 2.03 hereof to be given in the
case of bonds of the Series XX called pursuant to Section 4C of Article Eight of
the Indenture, except that (1) such notice shall state that the bonds specified
have been called for redemption at the election of the Company, and that they
will be payable on the date specified in the resolution of the Board of
Directors of the Company at a stated amount (which shall be the regular
redemption price applicable upon such redemption date), (2) if all the bonds of
the Series XX be called, the notice shall so state and may omit the serial
numbers thereof, (3) if the date fixed for redemption be other than an interest
payment date, the notice shall state that the bonds will be payable at the
stated redemption price, plus accrued interest to the redemption date, (4) the
mailing of such notice to registered owners of bonds of said series shall take
place not less than 30 nor more than 40 days in advance of the date fixed for
redemption, but failure duly to give such notice of redemption to the registered
owner of any bond called for redemption in whole or in part shall not affect the
validity of the proceedings for the redemption of any other bond, and (5) if the
call of such bonds for redemption shall have been conditioned upon the deposit
of the regular redemption price and accrued interest with the Trustee on or
before the redemption date, as above permitted, the notice shall so state, and
shall state that unless such deposit is made on or before such date the call for
redemption and the notice shall be of no effect.
17
Before any money shall be applied by the Trustee to the redemption of bonds
under this Section, the Company shall deliver to the Trustee a certificate or
opinion by the President or a Vice President of the Company and an opinion of
counsel, stating that all conditions precedent provided for herein (including
any covenants compliance with which constitutes a condition precedent) relating
to such redemption have been complied with.
SECTION 2.03. REDEMPTIONS PURSUANT TO SECTION 4C OF ARTICLE EIGHT OF THE
INDENTURE. If, pursuant to Section 4C of Article Eight of the Indenture, as
amended and supplemented, any proceeds of released property or other money then
held by the Trustee shall be applied to the redemption of bonds of the Series
XX, the Trustee, not later than 30 days prior to the applicable redemption date,
shall draw by lot according to such methods as it shall deem proper, from all
the bonds of the Series XX then outstanding, such principal amount thereof as is
to be redeemed. Bonds of said series so redeemed shall be cancelled.
After such drawing the Trustee shall, beginning not later than 30 nor
earlier than 40 days in advance of the date fixed for redemption, give, in the
name of the Company, notice by mail that bonds of the Series XX bearing the
serial numbers specified have been called for redemption pursuant to said
Section 4C of Article Eight, that they will be due and payable on such
redemption date, at the office of the Trustee in Newark, New Jersey, or (at the
option of the holder) at the office or agency of the Company in the Borough of
Manhattan, City and State of New York, at a stated amount (which shall be the
Special Redemption Price applicable upon such redemption date), that, if the
date fixed for redemption be other than an interest payment date, the bonds will
be payable at the stated redemption price, plus accrued interest to the
redemption date, and that all interest thereon will cease to accrue after said
date. Such notice shall be mailed to the several registered owners of the bonds
so called, at their respective addresses as the same may appear on the registry
books. Failure duly to give such notice of redemption to the registered owner of
any bond called for redemption in whole or in part shall not affect the validity
of the proceedings for the redemption of any other bond.
SECTION 2.04. CALLED BONDS TO BE SURRENDERED -- INTEREST TO CEASE. Each
bond or portion thereof of the Series XX so called under Section 2.02 or 2.03
hereof shall be due and payable (upon surrender thereof) at the places and price
and on the date specified in such notice, anything herein or in such bond to the
18
contrary notwithstanding. From and after the date when each bond or portion
thereof of the Series XX shall be due and payable as aforesaid (unless upon said
date the full amount due thereon shall not be held by the Trustee and be
immediately available for payment), all further interest shall cease to accrue
on such bond or on such portion thereof, as the case may be.
SECTION 2.05. BONDS CALLED IN PART. If only a portion of any bond of the
Series XX shall be drawn by lot by the Trustee pursuant to Section 2.02 or 2.03
hereof, the notice of redemption hereinbefore provided for shall specify the
serial number of such bond and the portion of the principal amount thereof to be
redeemed. Upon surrender of such bond for partial redemption and upon payment of
the portion so called for redemption, a new bond or bonds of the Series XX, in
aggregate principal amount equal to the unredeemed portion of such surrendered
bond, shall be executed by the Company, authenticated by or on behalf of the
Trustee, and delivered to the registered owner thereof, without expense to such
owner.
SECTION 2.06. PROVISIONS OF INDENTURE NOT APPLICABLE. There shall be no
sinking fund for the bonds of Series XX.
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. AUTHENTICATION OF BONDS OF SERIES XX. None of the bonds of
the Series XX, the issue of which is provided for by this supplemental
indenture, shall be authenticated by or on behalf of the Trustee except in
accordance with the provisions of the Indenture, as amended and supplemented,
and this supplemental indenture, and upon compliance with the conditions in that
behalf therein contained.
SECTION 3.02. AUTHENTICATING AGENT. As long as any of the bonds of the
Series XX remain outstanding, the Trustee may appoint an authenticating agent to
act on its behalf and subject to its direction in connection with the
authentication of bonds of the Series XX. Such authenticating agent shall be
appointed by the Trustee by an instrument in writing and shall have no
responsibility or liability for any action taken by it at the direction of the
Trustee. Such authenticating agent shall at all times be a corporation organized
and doing business under the
19
laws of the United States or of any State or Territory or of the District of
Columbia authorized under such laws to act as authenticating agent, having a
combined capital and surplus of at least $5,000,000, subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority
and, if there be such a corporation willing and able to act as authenticating
agent on reasonable and customary terms, having its principal office and place
of business in the City of New York. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 3.02 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.
Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate agency business
of any authenticating agent, shall continue to be the authenticating agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the authenticating agent.
Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee may appoint a successor
authenticating agent. The Trustee shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all registered
owners of the bonds of the Series XX, at their respective addresses as the same
may appear on the registry books. Any successor authenticating agent, upon
acceptance of its appointment, shall become vested with all the rights, powers,
duties and responsibilities of its predecessor, with like effect as if
originally appointed authenticating agent. No successor authenticating agent
shall be appointed unless eligible under the provisions of this Section 3.02.
20
The Trustee agrees to pay to the authenticating agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments as provided in the Indenture.
SECTION 3.03. ADDITIONAL RESTRICTIONS ON AUTHENTICATION OF ADDITIONAL BONDS
UNDER INDENTURE. The Company covenants that from and after the date of execution
of this supplemental indenture, no additional bonds (as defined in Section 1 of
Article Two of the Indenture) shall be authenticated and delivered by the
Trustee under Subdivision A of Section 4 of said Article Two on account of
additions or improvements to the mortgaged property:
(1) unless the net earnings of the Company for the period required by
Subdivision C of Section 6 of said Article Two shall have been at least
twice the fixed charges (in lieu of 1 3/4 times such fixed charges, as
required by said Subdivision C); and for the purpose of this condition (a)
such fixed charges shall in each case include interest on the bonds applied
for, notwithstanding the parenthetical provision contained in clause (4) of
said Subdivision C, and (b) in computing such net earnings there shall be
included in expenses of operation (under paragraph (c) of said Subdivision
C) all charges against earnings for depreciation, renewals or replacements,
and all certificates with respect to net earnings delivered to the Trustee
in connection with any authentication of additional bonds under said
Article Two shall so state; and
(2) except to the extent of 60% (in lieu of 75% as permitted by
Subdivision A of Section 7 of said Article Two) of the cost or fair value
to the Company of the additions or improvements forming the basis for such
authentication of additional bonds.
SECTION 3.04. RESTRICTION ON DIVIDENDS. The Company will not declare or pay
any dividend on any shares of its common stock (other than dividends payable in
shares of its common stock) or make any other distribution on any such shares,
or purchase or otherwise acquire any such shares (except shares acquired without
cost to the Company) whenever such action would reduce the earned surplus of the
Company to an amount less than $10,000,000 or such lesser amount as may remain
after deducting from said $10,000,000 all amounts appearing in the books of
account of the Company on December 31, 1948, which shall thereafter, pursuant to
any order or rule of any regulatory body entered after
21
said date, be required to be removed, in whole or in part, from the books of
account of the Company by charges to earned surplus.
SECTION 3.05. USE OF FACSIMILE SEAL AND SIGNATURES. The seal of the Company
and any or all signatures of the officers of the Company upon any of the bonds
of the Series XX may be facsimiles.
SECTION 3.06. TIME FOR MAKING PAYMENT. All payments of principal or
redemption price of, interest on and sinking or improvement fund installments
for, the bonds of the Series XX shall be made either prior to the due date
thereof, or on the due date thereof in immediately available funds. In any case
where the date of any such payment shall be a Saturday or Sunday or a legal
holiday or a day on which banking institutions in the city of payment are
authorized by law to close, then such payment need not be made on such date but
may be made on the next succeeding business day with the same force and effect
as if made on the due date, and no interest on such payment shall accrue for the
period after such date.
SECTION 3.07. EFFECTIVE PERIOD OF SUPPLEMENTAL INDENTURE. The preceding
provisions of Articles I, II and III of this supplemental indenture shall remain
in effect only so long as any of the bonds of the Series XX shall remain
outstanding.
SECTION 3.08. EFFECT OF APPROVAL OF BOARD OF PUBLIC UTILITIES OF THE STATE
OF NEW JERSEY. The approval of the Board of Public Utilities of the State of New
Jersey of the execution and delivery of these presents and of the issue of any
bonds of the Series XX shall not be construed as approval of said Board of any
other act, matter or thing which requires approval of said Board under the laws
of the State of New Jersey.
SECTION 3.09. EXECUTION IN COUNTERPARTS. For the purpose of facilitating
the recording hereof, this supplemental indenture has been executed in several
counterparts, each of which shall be and shall be taken to be an original, and
all collectively but one instrument.
22
IN WITNESS WHEREOF, Public Service Electric and Gas Company, party hereto
of the first part, after due corporate and other proceedings, has caused this
supplemental indenture to be signed and acknowledged or proved by its President
or one of its Vice Presidents and its corporate seal hereunto to be affixed and
to be attested by the signature of its Secretary or an Assistant Secretary; and
First Union National Bank, as Trustee, party hereto of the second part, has
caused this supplemental indenture to be signed and acknowledged or proved by
one of its Vice Presidents and its corporate seal to be hereunto affixed and to
be attested by the signature of one of its Vice Presidents. Executed and
delivered this 13th day of June, 1997.
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
By /s/ X.X. Xxxxx
..................................
(X.X. Xxxxx)
Vice President
Attest:
/s/ X.X. Xxxxxxx, Xx.
....................................
(X.X. Xxxxxxx, Xx.)
Secretary
(CORPORATE SEAL)
FIRST UNION NATIONAL BANK
By /s/ X. Xxxxxxxxx
..................................
(X. Xxxxxxxxx)
Vice President
Attest:
/s/ X. Xxxxxx
....................................
(X. Xxxxxx)
Vice President
(CORPORATE SEAL)
23
STATE OF NEW JERSEY }
} ss.:
COUNTY OF ESSEX }
BE IT REMEMBERED, that on this 13th day of June, before me, the subscriber,
a Notary Public of the State of New Jersey, personally appeared X.X. Xxxxx who,
I am satisfied, is a Vice President of PUBLIC SERVICE ELECTRIC AND GAS COMPANY,
one of the corporations named in and which executed the foregoing instrument,
and is the person who signed the said instrument as such officer, for and on
behalf of such corporation, and I having first made known to him the contents
thereof, he did acknowledge that he signed the said instrument as such officer,
that the said instrument was made by such corporation and sealed with its
corporate seal, that the said instrument is the voluntary act and deed of such
corporation, made by virtue of authority from its Board of Directors, and that
said corporation, the mortgagor, has received a true copy of said instrument.
/s/ XXXXXXXXX X. XXXXX
..................................
XXXXXXXXX X. XXXXX
A NOTARY PUBLIC OF NEW JERSEY
My Commission Expires 5-14-2000
STATE OF NEW JERSEY }
} ss.:
COUNTY OF ESSEX }
BE IT REMEMBERED, that on this 13th day of June, before me, the subscriber,
a Notary Public of the State of New Jersey, personally appeared X. Xxxxxxxxx
who, I am satisfied, is a Vice President of FIRST UNION NATIONAL BANK, one of
the corporations named in and which executed the foregoing instrument, and is
the person who signed the said instrument as such officer, for and on behalf of
such corporation, and I having first made known to him the contents thereof, he
did acknowledge that he signed the said instrument as such officer, that the
said instrument was made by such corporation and sealed with its corporate seal,
and that the said instrument is the voluntary act and deed of such corporation,
made by virtue of authority from its Board of Directors.
/s/ XXXXXXX XXXXXX
..................................
XXXXXXX XXXXXX
A NOTARY PUBLIC OF NEW JERSEY
Commission Expires May 10, 2001
24
CERTIFICATE OF RESIDENCE
First Union National Bank, Mortgagee and Trustee within named, hereby
certifies that its precise residence is 000 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx
00000.
FIRST UNION NATIONAL BANK
By /s/ X. XXXXXXXXX
................................
(X. Xxxxxxxxx)
VICE PRESIDENT
