SUPPLEMENTAL MORTGAGE
------------------------------------------------------------------------
Supplemental Indenture
DATED JANUARY 1, 1996 (NO. 2)
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SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE,
DATED AUGUST 1, 1924
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PUBLIC SERVICE ELECTRIC AND GAS COMPANY
TO
FIRST UNION NATIONAL BANK
TRUSTEE
000 XXXXX XXXXXX
XXXXXX, XXX XXXXXX 00000
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PROVIDING FOR THE ISSUE OF
$150,000,000 FIRST AND REFUNDING MORTGAGE BONDS,
6 1/4% SERIES WW DUE 2007
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RECORD IN MORTGAGE BOOK AND RETURN TO:
XXXXX X. XXXXX, XXX.
00 XXXX XXXXX, X0X
X. O. BOX 570
NEWARK, N. J. 07101
Prepared by
(Xxxx X. Xxxxxxxx, Esq.)
TABLE OF CONTENTS
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PAGE
----
RECITALS........................................................ 1
FORM OF BOND [FACE]............................................. 3
FORMS OF CERTIFICATES OF AUTHENTICATION......................... 5
FORM OF BOND [REVERSE].......................................... 6
GRANTING CLAUSES................................................ 10
ARTICLE I.
BONDS OF THE SERIES WW.
DESCRIPTION OF SERIES WW........................................ 12
ARTICLE II.
REDEMPTION OF BONDS OF SERIES WW.
SECTION 2.01. Redemption--Redemption Prices................... 12
SECTION 2.02. Redemption at Election of Company............... 14
SECTION 2.03. Redemptions Pursuant to Section 4C of Article Eight
of the Indenture.............................. 15
SECTION 2.04. Called Bonds to be Surrendered--Interest to
Cease......................................... 16
SECTION 2.05. Bonds Called in Part............................ 16
SECTION 2.06. Provisions of Indenture Not Applicable.......... 16
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Series WW............ 16
SECTION 3.02. Authenticating Agent............................ 17
SECTION 3.03. Additional Restrictions on Authentication of
Additional Bonds Under Indenture.............. 18
SECTION 3.04. Restriction on Dividends........................ 18
SECTION 3.05. Use of Facsimile Seal and Signatures............ 18
SECTION 3.06. Time for Making of Payment...................... 19
SECTION 3.07. Effective Period of Supplemental Indenture...... 19
SECTION 3.08. Effect of Approval of Board of Public Utilities of
the State of New Jersey....................... 19
SECTION 3.09. Execution in Counterparts....................... 19
Acknowledgements................................................ 21
Certificate of Residence........................................ 22
SUPPLEMENTAL INDENTURE, dated the 1st day of January, 1996 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 88 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.
Somerset Clerk's 46 of Chattel Mortgages 207 etc.
N-10 of Mortgages 1 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
2
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 were dated October 1,
1995, 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
WHEREAS, since the execution and delivery of said supplemental
indentures dated October 1, 1995, 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
3
WHEREAS, the Company desires to provide for the issue of
$150,000,000 principal amount of bonds secured by said Indenture of a
series to be designated as "First and Refunding Mortgage Bonds, 6 1/4%
Series WW due 2007" (hereinafter sometimes called "Series WW"); and
WHEREAS, the text of the bonds of the Series WW and of the
certificates of authentication to be borne by the bonds of the Series WW
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 1/4% SERIES WW DUE 2007.
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 January 1, 2007 and to pay interest thereon from the date hereof, at
the rate of 6 1/4% per annum, and until payment of said principal sum,
such interest to be payable January 1 and July 1 in each year.
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
4
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 January 1, 1996 (No. 2), 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 January 1, 1996 (No. 2), 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 1/4% SERIES WW DUE 2007.
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 1, 1994 (No. 1), October 0,
0000 (Xx. 0), Xxxxxxx 0, 0000 (Xx. 1), October 0, 0000 (Xx. 0), Xxxxxxx
0, 0000 (Xx. 1) and January 1, 1996 (No. 2) 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
1/4% Series WW due 2007, which series is limited to the aggregate
principal amount of $150,000,000 and is issued pursuant to said
supplemental indenture dated January 1, 1996 (No. 2). Reference is
hereby made to said indenture and all supplements thereto for a
7
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 1/4% Series WW due 2007, in which this Bond is included, are
designated "First and Refunding Mortgage Bonds, 6 1/4% Series WW due
2007".
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 may be declared or may become
due and payable forthwith, in the manner and with the effect in said
indenture provided.
As more fully provided in said supplemental indenture dated January
1, 1996 (No. 2), 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 Series
XX Xxxxx 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
8
(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;
"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 Xxxxx 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 Xxxxx; "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 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 (ii) if such release (or
any successor release) is not published or does not contain such prices
on such third business day, the Trustee will seek at least four
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 four 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 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; 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
9
payment of the percentages of the principal amount thereof specified
below under "Special Redemption Price" during such respective 12-month
periods:
12-MONTH 12-MONTH
PERIOD SPECIAL PERIOD SPECIAL
BEGINNING REDEMPTION BEGINNING REDEMPTION
JANUARY(1) PRICE JANUARY(1) PRICE
-------- ---------- -------- ----------
1996 100.00% 2002 100.00%
1997 100.00 2003 100.00
1998 100.00 2004 100.00
1999 100.00 2005 100.00
2000 100.00 2006 100.00
2001 100.00
together 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 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 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 may be imposed in relation thereto.
10
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.
-------------------
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
11
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 indentures dated October 1, 1995 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;
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;
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AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH that for the
considerations aforesaid, it is hereby covenanted between the Company
and the Trustee as follows:
ARTICLE I.
BONDS OF THE SERIES WW.
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 1/4% Series WW due 2007"; shall be limited
to the aggregate principal amount of $150,000,000; shall mature January
1, 2007; shall bear interest at the rate of 6 1/4% per annum, payable on
January 1 and July 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 WW 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
January 1, 1996.
The Company shall not be required to issue or make transfers or
exchanges of bonds of the Series WW 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.
ARTICLE II.
REDEMPTION OF BONDS OF SERIES WW.
SECTION 2.01. Redemption--Redemption Prices. Bonds of the Series WW
shall be subject to redemption at any time:
13
(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 Xxxxx 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;
"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 Xxxxx 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 Xxxxx; "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 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 (ii)
if such release (or any successor release) is not published or does not
contain such prices on such third business day, the Trustee shall seek
at least four 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 four 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;
14
"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 WW, 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 January 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 WW 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 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 WW, 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 WW 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 WW be called, the notice shall so state and may omit the
15
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 or 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.
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 WW, 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 WW 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 WW 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
16
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 WW 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 contrary notwithstanding. From and after
the date when each bond or portion thereof of the Series WW 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 WW 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 WW, 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 WW.
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Series WW. None of the
bonds of the Series WW, 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.
17
SECTION 3.02. Authenticating Agent. As long as any of the bonds of
the Series WW 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 WW. 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 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 WW, 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.
18
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 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 WW may be facsimiles.
19
SECTION 3.06. Time for Making of Payment. All payments of principal
or redemption price of and interest on the bonds of the Series WW 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 WW 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 WW 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 may be
executed in several counterparts, each of which shall be and shall be
taken to be an original, and all collectively but one instrument.
20
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 another of its Vice Presidents. Executed
and delivered this 24th day of January, 1996.
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
By ....................................
(X. X. Xxxxx)
Vice President
Attest:
......................................
(X. X. Xxxxxxx, Xx.)
Secretary
(CORPORATE SEAL)
FIRST UNION NATIONAL BANK
By ....................................
(X. Xxxxxxxx)
Vice President
Attest:
......................................
(X. Xxxxxxxxx)
Vice President
(CORPORATE SEAL)
21
]
STATE OF NEW JERSEY ]
COUNTY OF ESSEX ] ss.:
BE IT REMEMBERED, that on this 24th day of January, 1996, 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.
]
STATE OF NEW JERSEY ]
COUNTY OF ESSEX ] ss.:
BE IT REMEMBERED, that on this 24th day of January, 1996, before me,
thesubscriber, a Notary Public of the State of New Jersey, personally
appeared X. Xxxxxxxx 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 her the contents thereof, she did acknowledge
that she 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.
22
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 ...........................
Vice President
