1
EXHIBIT 4-2J
MORTGAGE
NEW JERSEY NATURAL GAS COMPANY
To
XXXXXX TRUST AND SAVINGS BANK,
As Trustee
---------------------------
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 1997
---------------------------
Supplemental to Indenture of Mortgage and
Deed of Trust Dated April 1, 1952
Prepared by: Xxxxxxx X. Xxxxx
Xxxxxxx and Xxxxxx
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
2
MORTGAGE
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 1, 1997,
between NEW JERSEY NATURAL GAS COMPANY, a corporation organized and existing
under the laws of the State of New Jersey (hereinafter called the "Company"),
having its principal office at 0000 Xxxxxxx Xxxx, Xxxx, Xxx Xxxxxx, party of the
first part, and XXXXXX TRUST AND SAVINGS BANK, a corporation organized and
existing under the laws of the State of Illinois and authorized to accept and
execute trusts (hereinafter called the "Trustee"), having its principal office
at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as Trustee under the Indenture of
Mortgage and Deed of Trust hereinafter mentioned, party of the second part.
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its Indenture of Mortgage and Deed of Trust dated April 1, 1952
(hereinafter sometimes called the "Original Indenture") to secure the payment of
the principal of and the interest and premium (if any) on all Bonds at any time
issued and outstanding thereunder, and to declare the terms and conditions upon
which Bonds are to be issued thereunder; and
WHEREAS, the Company thereafter executed and delivered to the Trustee
its First Supplemental Indenture dated February 1, 1958, its Second Supplemental
Indenture dated December 1, 1960, its Third Supplemental Indenture dated July 1,
1962, its Fourth Supplemental Indenture dated September 1, 1962, its Fifth
Supplemental Indenture dated December 1, 1963, its Sixth Supplemental Indenture
dated June 1, 1966, its Seventh Supplemental Indenture dated October 1, 1970,
its Eighth Supplemental Indenture dated May 1, 1975, its Ninth Supplemental
Indenture dated February 1, 1977, its Tenth Supplemental Indenture dated as of
September 1, 1980, its Eleventh Supplemental Indenture dated as of September 1,
1983, its Twelfth Supplemental Indenture dated as of August 1, 1984, its
Thirteenth Supplemental Indenture dated as of September 1, 1985, its Fourteenth
Supplemental Indenture dated as of May 1, 1986, its Fifteenth Supplemental
Indenture dated as of March 1, 1987, its Sixteenth Supplemental Indenture dated
as of December 1, 1987, its Seventeenth Supplemental Indenture dated as of June
1, 1988, its Eighteenth Supplemental Indenture dated as of June 1, 1989, its
Nineteenth Supplemental Indenture dated as of March 1, 1991, its Twentieth
Supplemental Indenture dated as of December 1, 1992, its Twenty-First
Supplemental Indenture dated as of August 1, 1993, its Twenty-Second
Supplemental Indenture dated as of October 1, 1993, its Twenty-Third
Supplemental Indenture dated as of August 15, 1994, its Twenty-Fourth
Supplemental Indenture dated as of October 1, 1994, its Twenty-Fifth
Supplemental Indenture dated as of July 15, 1995 and its Twenty-Sixth
Supplemental Indenture dated as of October 1, 1995, supplementing and amending
the Original Indenture; and
WHEREAS, Bonds in the aggregate principal amount of Twelve Million Five
Hundred Thousand Dollars ($12,500,000) were issued under and in accordance with
the terms of the Original Indenture, as an initial series designated "First
Mortgage Bonds, 4-1/4% Series A due 1977," herein sometimes called "1977 Series
A Bonds," which 1977 Series A Bonds have since been paid and redeemed by the
Company; and
3
WHEREAS, thereafter Bonds in the aggregate principal amount of Two
Million Two Hundred Fifty Thousand Dollars ($2,250,000) were issued under and in
accordance with the terms of the Original Indenture, as supplemented and amended
by the First Supplemental Indenture, as a second series designated "First
Mortgage Bonds, 5% Series B due 1983", herein sometimes called "1983 Series B
Bonds", which 1983 Series B Bonds have since been paid and redeemed by the
Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Four
Million Dollars ($4,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First Supplemental
Indenture and the Second Supplemental Indenture, as a third series designated
"First Mortgage Bonds, 5-1/8% Series C due 1985," herein sometimes called "1985
Series C Bonds," which 1985 Series C Bonds have since been paid and redeemed by
the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Five
Million Dollars ($5,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Fourth Supplemental Indentures, inclusive, as a fourth series designated "First
Mortgage Bonds, 4-7/8% Series D due 1987," herein sometimes called "1987 Series
D Bonds," which 1987 Series D Bonds have since been paid and redeemed by the
Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Four
Million Five Hundred Thousand Dollars ($4,500,000) were issued under and in
accordance with the terms of the Original Indenture, as supplemented and amended
by the First through the Fifth Supplemental Indentures, inclusive, as a fifth
series designated "First Mortgage Bonds, 4-3/4% Series E due 1988," herein
sometimes called "1988 Series E Bonds," which 1988 Series E Bonds have since
been paid and redeemed by the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Seventh Supplemental Indentures, inclusive, as a sixth series designated "First
Mortgage Bonds, 9-1/4% Series F due 1995," herein sometimes called "1995 Series
F Bonds," which 1995 Series F Bonds have since been paid and redeemed by the
Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten
Million Dollars ($10,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Eighth Supplemental Indentures, inclusive as a seventh series designated "First
Mortgage Bonds, 10% Series G due 1987," herein sometimes called "1987 Series G
Bonds," which 1987 Series G Bonds have since been paid and redeemed by the
Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten
Million Dollars ($10,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Ninth Supplemental Indentures, inclusive, as an eighth series designated "First
Mortgage Bonds, 9% Series H due 1992,"
-2-
4
herein sometimes called "1992 Series H Bonds," which 1992 Series H Bonds have
since been paid and redeemed by the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Nine
Million Five Hundred Forty-Five Thousand Dollars ($9,545,000) were issued under
and in accordance with the terms of the Original Indenture, as supplemented and
amended by the First through the Tenth Supplemental Indentures, inclusive, as a
ninth series designated "First Mortgage Bonds, 9-1/8% Series J due 2000," herein
sometimes called "2000 Series J Bonds," which 2000 Series J Bonds have since
been paid and redeemed by the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten
Million Three Hundred Thousand Dollars ($10,300,000) were issued under and in
accordance with the terms of the Original Indenture, as supplemented and amended
by the First through the Eleventh Supplemental Indentures, inclusive, as a tenth
series designated "First Mortgage Bonds, 10-3/8% Series K due 2013," herein
sometimes called "2013 Series K Bonds," which 2013 Series K Bonds have since
been paid and redeemed by the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten
Million Five Hundred Thousand Dollars ($10,500,000) were issued under and in
accordance with the terms of the Original Indenture, as supplemented and amended
by the First through the Twelfth Supplemental Indentures, inclusive, as an
eleventh series designated "First Mortgage Bonds, 10-l/2% Series L due 2014,"
herein sometimes called "2014 Series L Bonds," which 2014 Series L Bonds have
since been paid and redeemed by the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Twelve
Million Dollars ($12,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Thirteenth Supplemental Indentures, inclusive, as a twelfth series designated
"First Mortgage Bonds, 10.85% Series M due 2000," herein sometimes called "2000
Series M Bonds," which 2000 Series M Bonds have since been paid and redeemed by
the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten
Million Dollars ($10,000,000) were issued under and in accordance with the terms
of the Original Indenture as supplemented and amended by the First through the
Fourteenth Supplemental Indentures, inclusive, as a thirteenth series designated
"First Mortgage Bonds, 10% Series N due 2001," herein sometimes called "2001
Series N Bonds," which 2001 Series N Bonds have since been paid and redeemed by
the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Fifteenth Supplemental Indentures, inclusive, as a fourteenth series designated
"First Mortgage Bonds, 8.50% Series P due 2002," herein sometimes called "2002
Series P Bonds," which 2002 Series P Bonds have since been paid and redeemed by
the Company; and
-3-
5
WHEREAS, thereafter Bonds in the aggregate principal amount of Thirteen
Million Five Hundred Thousand Dollars ($13,500,000) were issued under and in
accordance with the terms of the Original Indenture, as supplemented and amended
by the First through the Sixteenth Supplemental Indentures, inclusive, as a
fifteenth series designated "First Mortgage Bonds, 9% Series Q due 2017," herein
sometimes called "2017 Series Q Bonds," of which Thirteen Million Five Hundred
Thousand Dollars ($13,500,000) in principal amount are outstanding at the date
hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under and in accordance
with the terms of the Original Indenture, as supplemented and amended by the
First through the Seventeenth Supplemental Indentures, inclusive, as a sixteenth
series designated "First Mortgage Bonds, 8.50% Series R due 2018," herein
sometimes called "2018 Series R Bonds," which 2018 Series R Bonds have since
been paid and redeemed by the Company; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Twenty
Million Dollars ($20,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Eighteenth Supplemental Indentures, inclusive, as a seventeenth series
designated "First Mortgage Bonds, 10.10% Series S due 2009," herein sometimes
called "2009 Series S Bonds," of which Twenty Million Dollars ($20,000,000) in
principal amount are outstanding at the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Nine
Million Five Hundred Forty-Five Thousand Dollars ($9,545,000) were issued under
and in accordance with the terms of the Original Indenture, as supplemented and
amended by the First through the Nineteenth Supplemental Indentures, inclusive,
as an eighteenth series designated "First Mortgage Bonds, 7.05% Series T due
2016," herein sometimes called "2016 Series T Bonds," of which Nine Million Five
Hundred Forty-Five Thousand Dollars ($9,545,000) in principal amount are
outstanding at the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were authorized, of which Fifteen Million Dollars
($15,000,000) have been issued under and in accordance with the terms of the
Original Indenture, as supplemented and amended by the First through the
Nineteenth Supplemental Indentures, inclusive, as a nineteenth series designated
"First Mortgage Bonds, 7.25% Series U due 2021," herein sometimes called "2021
Series U Bonds," of which Fifteen Million Dollars ($15,000,000) in principal
amount are outstanding at the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under and in accordance
with the terms of the Original Indenture, as supplemented and amended by the
First through the Twentieth Supplemental Indentures, inclusive, as a twentieth
series designated "First Mortgage Bonds, 7.50% Series V due 2002," herein
sometimes called "2002 Series V Bonds," of which Twenty-Five Million Dollars
($25,000,000) in principal amount are outstanding at the date hereof; and
-4-
6
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten
Million Three Hundred Thousand Dollars ($10,300,000) were issued under and in
accordance with the terms of the Original Indenture, as supplemented and amended
by the First through the Twenty-First Supplemental Indentures, inclusive, as a
twenty-first series designated "First Mortgage Bonds, 5-3/8% Series W due
2023," herein sometimes called "2023 Series W Bonds," of which Ten Million Three
Hundred Thousand Dollars ($10,300,000) in principal amount are outstanding at
the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Thirty
Million Dollars ($30,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Twenty-Second Supplemental Indentures, inclusive, as a twenty-second series
designated "First Mortgage Bonds, 6.27% Series X due 2008," herein sometimes
called "2008 Series X Bonds," of which Thirty Million Dollars ($30,000,000) in
principal amount are outstanding at the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten
Million Five Hundred Thousand Dollars ($10,500,000) were issued under and in
accordance with the terms of the Original Indenture, as supplemented and amended
by the First through the Twenty-Third Supplemental Indentures, inclusive, as a
twenty-third series designated "First Mortgage Bonds, 6.25% Series Y due 2024,"
herein sometimes called "2024 Series Y Bonds," of which Ten Million Five Hundred
Thousand Dollars ($10,500,000) in principal amount are outstanding at the date
hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under and in accordance
with the terms of the Original Indenture, as supplemented and amended by the
First through the Twenty-Fourth Supplemental Indentures, inclusive, as a
twenty-fourth series designated "First Mortgage Bonds, 8.25% Series Z due 2004,"
herein sometimes called "2004 Series Z Bonds," of which Twenty-Five Million
Dollars ($25,000,000) in principal amount are at the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under and in accordance
with the terms of the Original Indenture, as supplemented and amended by the
First through the Twenty-Fifth Supplemental Indentures, inclusive, as a
twenty-fifth series designated "First Mortgage Bonds, Adjustable Rate Series AA
due 2030," herein sometimes called "2030 Series AA Bonds," of which Twenty-Five
Million Dollars ($25,000,000) in principal amount are outstanding at the date
hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Sixteen
Million Dollars ($16,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Twenty-Fifth Supplemental Indentures, inclusive, as a twenty-sixth series
designated "First Mortgage Bonds, Adjustable Rate Series BB due 2030," herein
sometimes called "2030 Series BB Bonds," of which Sixteen Million Dollars
($16,000,000) in principal amount are outstanding at the date hereof; and
-5-
7
WHEREAS, thereafter Bonds in the aggregate principal amount of Twenty
Million Dollars ($20,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Twenty-Sixth Supplemental Indentures, inclusive, as a twenty-seventh series
designated "First Mortgage Bonds, 6-7/8 Series CC due 2010," herein sometimes
called "2010 Series CC Bonds," of which Twenty Million Dollars ($20,000,000) in
principal amount are outstanding at the date hereof; and
WHEREAS, the Original Indenture provides that, subject to certain
exceptions not presently relevant, such changes in or additions to the
provisions of the Indenture (the term "Indenture" and other terms used herein
having the meanings assigned thereto in the Original Indenture except as herein
expressly modified) may be made to add to the covenants and agreements of the
Company in the Indenture contained other covenants and agreements thereafter to
be observed by the Company; and to provide for the creation of any series of
Bonds, designating the series to be created and specifying the form and
provisions of the Bonds of such series as in the Indenture provided or
permitted; and
WHEREAS, the Indenture further provides that the Company and the
Trustee may enter into indentures supplemental to the Indenture to convey,
transfer and assign unto the Trustee and to subject to the lien of the Indenture
additional properties acquired by the Company; and
WHEREAS, the Company has entered into a Loan Agreement dated as of
September 1, 1997 (the "Loan Agreement") with the New Jersey Economic
Development Authority (herein sometimes called the "EDA"), a public body
corporate and politic of the State of New Jersey, pursuant to which the proceeds
of the issuance by the EDA of Thirteen Million Five Hundred Thousand Dollars
($13,500,000) in aggregate principal amount of its Natural Gas Facilities
Refunding Revenue Bonds, Series 1997A (New Jersey Natural Gas Company Project)
(the "1997A XXX Xxxxx") are to be loaned to the Company to provide for the
refinancing of certain natural gas and functionally related and subordinate
facilities (consisting of the refunding of $13,500,000 in aggregate principal
amount of the EDA's Natural Gas Facilities Revenue Bonds, Series 1987 (New
Jersey Natural Gas Company Project)); and
WHEREAS, the Company has duly determined to create a twenty-eighth
series of Bonds, to be known as "First Mortgage Bonds, Adjustable Rate Series DD
due 2027", herein sometimes called "2027 Series XX Xxxxx," to be issued and
delivered (in conjunction with the assignment by the EDA of certain of its
rights under the Loan Agreement) to First Union National Bank, as trustee (the
"EDA Loan Trustee") pursuant to an indenture of trust dated as of September 1,
1997 (the "XXX Xxxx Indenture") between the EDA and the EDA Loan Trustee for the
benefit and security of the holders of the 1997A Series XXX Xxxxx, all as herein
provided, and to add to the covenants and agreements contained in the Indenture
the covenants and agreements hereinafter set forth; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Indenture and
pursuant to appropriate
-6-
8
resolutions of its Board of Directors (including the Executive Committee
thereof), has duly resolved and determined to make, execute and deliver to the
Trustee a Twenty-Seventh Supplemental Indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Twenty-Seventh Supplemental Indenture a valid, binding and legal instrument have
been done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That NEW JERSEY NATURAL GAS COMPANY, by way of further assurance and in
consideration of the premises and of the acceptance by the Trustee of the trusts
hereby created and of One Dollar to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of principal of and any premium
which may be due and payable on and the interest on all Bonds at any time issued
and outstanding under the Indenture according to their tenor and effect, and the
performance and observance by the Company of all the covenants and conditions
herein and therein contained, has granted, bargained, sold, warranted, aliened,
remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over
and confirmed, and by these presents does grant, bargain, sell, warrant, alien,
remise, release, convey, assign, transfer, mortgage, pledge, set over and
confirm, unto the party of the second part, and to its successors in the trust,
and to it and its assigns forever, and has granted and does hereby grant
thereunto a security interest in, all of the property, real, personal and mixed,
now owned by the Company and situated in the Counties of Burlington, Middlesex,
Monmouth, Xxxxxx, Ocean, Passaic, Somerset and Sussex in the State of New
Jersey, or wherever situate (except property specifically excepted from the lien
of the Indenture by the terms of the Indenture) and also all of the property,
real, personal and mixed, hereafter acquired by the Company wherever situate
(except property specifically excepted from the lien of the Indenture by the
terms of the Indenture), including both as to property now owned and property
hereafter acquired, without in anywise limiting or impairing the enumeration of
the same, the scope and intent of the foregoing or of any general or specific
description contained in the Indenture, the following:
I. FRANCHISES
All and singular, the franchises, grants, permits, immunities,
privileges and rights of the Company owned and held by it at the date of the
execution hereof or hereafter acquired for the construction, maintenance, and
operation of the gas plants and systems now or hereafter subject to the lien
hereof, as well as all certificates, franchises, grants, permits, immunities,
privileges, and rights of the Company used or useful in the operation of the
property now or hereafter mortgaged hereunder, including all and singular the
franchises, grants, permits, immunities, privileges, and rights of the Company
granted by the governing authorities of any municipalities or other political
subdivisions and all renewals, extensions and modifications of said
certificates, franchises, grants, permits, privileges, and rights or any of
them.
-7-
9
II. GAS DISTRIBUTION SYSTEMS AND RELATED PROPERTY
All gas generating plants, gas storage plants and gas manufacturing
plants of the Company, all the buildings, erections, structures, generating and
purifying apparatus, holders, engines, boilers, benches, retorts, tanks,
instruments, appliances, apparatus, facilities, machinery, fixtures, and all
other property used or provided for use in the generation, manufacturing and
purifying of gas, together with the land on which the same are situated, and all
other lands and easements, rights-of-way, permits, privileges, and sites forming
a part of such plants or any of them or occupied, enjoyed or used in connection
therewith.
All gas distribution or gas transmission systems of the Company, all
buildings, erections, structures, generating and purifying apparatus, holders,
engines, boilers, benches, retorts, tanks, pipe lines, connections, service
pipes, meters, conduits, tools, instruments, appliances, apparatus, facilities,
machinery, fixtures, and all other property used or provided for use in the
construction, maintenance, repair or operations of such distribution or
transmission systems, together with all the certificates, rights, privileges,
rights-of-way, franchises, licenses, easements, grants, liberties, immunities,
permits of the Company, howsoever conferred or acquired, under, over, or upon
any private property or any public streets or highways within as well as without
the corporate limits of any municipal corporation. Without limiting the
generality of the foregoing, there are expressly included the gas distribution
or gas transmission systems located in the Counties of Burlington, Middlesex,
Monmouth, Xxxxxx, Ocean, Passaic, Somerset and Sussex in the State of New
Jersey, and in the following municipalities in said State and Counties: Aberdeen
Township (formerly Matawan Township), Allenhurst Borough, City of Xxxxxx Park,
Atlantic Highlands Borough, Avon Borough, Barnegat Light Borough, Barnegat
Township (formerly named Union Township), Bay Head Borough, Beach Haven Borough,
Beachwood Borough, Belmar Borough, Berkeley Township, Boonton Town, Boonton
Township, Xxxxxxx Beach Borough, Brick Township, Brielle Borough, Colts Neck
Township, Deal Borough, Denville Township, Dover Town, Dover Township,
Eagleswood Township, East Brunswick Township, Eatontown Borough, Englishtown
Borough, Fair Haven Borough, Farmingdale Borough, Franklin Township in Somerset
County, Freehold Borough, Freehold Township, Hanover Township, Xxxxxx Cedars
Borough, Hazlet Township, Highlands Borough, Holmdel Township, Hopatcong
Borough, Xxxxxx Township, Interlaken Borough, Island Heights Borough, Xxxxxxx
Township, Jefferson Township, Keansburg Borough, Keyport Borough, Lacey
Township, Lakehurst Borough, Lakewood Township, Lavallette Borough, Lincoln Park
Borough, Little Egg Harbor Township, Little Silver Borough, Loch Xxxxxx Village,
Long Beach Township, Long Branch City, Manalapan Township, Manasquan Borough,
Manchester Township, Mantoloking Borough, Marlboro Township, Matawan Borough,
Middletown Township, Milltown Borough, Mine Hill Township, Monmouth Beach
Borough, Monroe Township, Montville Township, Xxxxxx Plains Borough, Mount
Arlington Borough, Mount Olive Township, Mountain Lakes Borough, Neptune City
Borough, Neptune Township, Netcong Borough, New Brunswick City, North Brunswick
Township, Ocean Township in Monmouth County, Ocean Township in Ocean County,
Ocean Gate Borough, Oceanport Borough, Old Bridge Township (formerly named
Madison Township), Parsippany-Xxxx Hills Township, Pine Beach Borough, Point
Pleasant Borough, Point
-8-
10
Pleasant Beach Borough, Xxxxxxxx Township, Red Bank Borough, Rockaway Borough,
Rockaway Township, Roxbury Township, Rumson Borough, Sayreville Borough, Sea
Bright Borough, Sea Girt Borough, Seaside Heights Borough, Seaside Park Borough,
Ship Bottom Borough, Shrewsbury Borough, Shrewsbury Township, South Belmar
Borough, South Brunswick Township, South River Borough, South Toms River
Borough, Spring Lake Borough, Spring Lake Heights Borough, Xxxxxxxx Township,
Surf City Borough, Tinton Falls Borough (formerly named New Shrewsbury Borough),
Tuckerton Borough, Union Beach Borough, Union Township, Victory Gardens Borough,
Wall Township, Washington Township in Burlington County, Washington Township in
Xxxxxx County, West Long Branch Borough, West Milford Township and Xxxxxxx
Borough.
III. CONTRACTS
All of the Company's right, title and interest in and under all
contracts, licenses or leases for the purchase of gas, either in effect at the
date of execution hereof or hereafter made and any extension or renewal thereof.
TOGETHER WITH ALL AND SINGULAR the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the Trust Estate, or any
part thereof, with the reversion or reversions, remainder and remainders, rents,
issues, income and profits thereof, and all the right, title, interest and claim
whatsoever, at law or in equity, which the Company now has or which it may
hereafter acquire in and to the Trust Estate and every part and parcel thereof.
TO HAVE AND TO HOLD the Trust Estate and all and singular the lands,
properties, estates, rights, franchises, privileges and appurtenances hereby
mortgaged, conveyed, pledged or assigned, or intended so to be, together with
all the appurtenances thereto appertaining, unto the Trustee and its successors
and assigns forever;
SUBJECT, HOWEVER, as to property hereby conveyed, to Permitted
Encumbrances;
BUT IN TRUST, NEVERTHELESS, under and subject to the terms and
conditions hereafter set forth, for the equal and proportionate use, benefit,
security and protection of each and every person and corporation who may be or
become the holders of the Bonds and coupons hereby secured, if any, without
preference, priority or distinction as to the lien or otherwise of one Bond or
coupon over or from the others by reason of priority in the issue or negotiation
thereof, or by reason of the date of maturity thereof, or otherwise (except as
any sinking, amortization, improvement, renewal or other analogous fund,
established in accordance with the provisions of the Indenture, may afford
additional security for the Bonds of any particular series and except as
provided in Section 9.02 of the Indenture), and for securing the observance and
performance of all the terms, provisions and conditions of the Indenture.
THIS INDENTURE FURTHER WITNESSETH, that the Company has agreed and
covenanted, and hereby does agree and covenant, with the Trustee and its
successors and
-9-
11
assigns and with the respective holders from time to time of the
Bonds and coupons, or any thereof, as follows:
ARTICLE I.
CERTAIN AMENDMENTS OF INDENTURE
Section 1.1. The Original Indenture, as heretofore amended,
be and it hereby is further amended in the following respects, the section
numbers specified below being the sections of the Indenture in which such
amendments occur:
Section l.01. The following definition be and it hereby is
added immediately after the twenty-seventh sentence of Section 1.01B:
"'TWENTY-SEVENTH SUPPLEMENTAL INDENTURE' shall mean the Supplemental
Indenture dated as of September 1, 1997, supplemental to the
Indenture."
Section 1.01. The following definitions be and they hereby are
added immediately after the twenty-eighth sentence of Section 1.01F:
"'2027 SERIES XX XXXX' shall mean one of the First Mortgage Bonds,
Adjustable Rate Series DD due 2027, issued hereunder.
Section 2.11. The following be and it hereby is added at the
end of Section 2.11:
"No charge except for taxes or governmental charges shall be made
against any holder of any 2027 Series XX Xxxx for the exchange,
transfer or registration of transfer thereof."
Section 8.08. The period at the end of the first paragraph of
Section 8.08 be and it hereby is deleted and the following words and figures be
and they hereby are added thereto:
", and the 2027 Series XX Xxxxx shall be redeemed at the redemption
price specified in Section 10.71."
ARTICLE II.
2027 SERIES XX XXXXX
Section 2.1. There shall be a twenty-eighth series of Bonds,
known as and entitled "First Mortgage Bonds, Adjustable Rate Series DD due 2027"
or "First Mortgage Bonds, Adjustable Rate Series DD" (herein and in the
Indenture referred to as the "2027 Series XX Xxxxx"), and the form thereof shall
contain suitable provisions with respect to the matters hereinafter in this
Section specified and shall in other respects be substantially as set forth in
the preambles to the Original Indenture.
-10-
12
The aggregate principal amount of 2027 Series XX Xxxxx which may be
authenticated and delivered and outstanding under the Indenture is Thirteen
Million Five Hundred Thousand Dollars ($13,500,000).
The 2027 Series XX Xxxxx shall be payable to the EDA Loan Trustee, and
shall be nontransferable except to a successor of the EDA Loan Trustee.
The 2027 Series XX Xxxxx shall bear interest at the minimum rate per
annum necessary to yield interest in amounts sufficient, when taken together
with other amounts available therefor under the XXX Xxxx Indenture, to pay the
interest from time to time payable on the 1997A XXX Xxxxx, computed on the same
basis as the 1997A XXX Xxxxx (interest on overdue principal and premium, if any,
and, to the extent legally enforceable, interest, being at the rate of six
percent (6%) per annum), but in no event shall the interest rate on the 2027
Series XX Xxxxx exceed ten percent (10%) per annum; and the 2027 Series XX Xxxxx
shall mature on September 1, 2027, subject to prior redemption as described
herein. The amount of "annual interest charges" on the 2027 Series XX Xxxxx,
within the meaning of any provision of the Indenture requiring a determination
of said amount as a condition to the issuance of any Bonds thereunder
(including, without limitation, the 2027 Series XX Xxxxx), shall mean the amount
calculated by applying to the 2027 Series XX Xxxxx the interest rate of ten
percent (10%) per annum; provided, however, that if the rate of interest on the
1997A XXX Xxxxx shall have become fixed and determined at a per annum rate lower
than ten percent (10%) for a period not less than the remaining maturity of said
1997A XXX Xxxxx (whether said 1997A XXX Xxxxx shall mature at their stated
maturity, by earlier redemption or otherwise), then said lower rate shall be
used to determine the amount of the "annual interest charges" on the 2027 Series
XX Xxxxx.
The 2027 Series XX Xxxxx shall be in the form of registered Bonds
without coupons of denominations of Five Thousand Dollars ($5,000) and any
integral multiple thereof which may be authorized by the Company, the issue of a
registered Bond without coupons in any such denomination to be conclusive
evidence of such authorization. The 2027 Series XX Xxxxx shall be dated as
provided in Section 2.05 of the Indenture. All 2027 Series XX Xxxxx shall bear
interest from their respective dates, such interest to be payable, upon the
terms of and otherwise in accordance with the 2027 Series XX Xxxxx, on the first
business day preceding each date on which interest shall from time to time be
payable on the 1997A XXX Xxxxx; provided, that the obligation of the Company to
make payments with respect to the principal of, premium, if any, and interest on
the 2027 Series XX Xxxxx shall be fully or partially, as the case may be,
satisfied and discharged to the extent that at the time any such payment shall
be due, the then due principal of, premium, if any, and interest on any of the
1997A XXX Xxxxx shall have been fully or partially paid from payments made by
the Company under the Loan Agreement or from other moneys expressly available
therefor in the principal and interest account for the 1997A XXX Xxxxx under the
XXX Xxxx Indenture or, as far as principal is concerned, reduced by the
principal amount of any of the 1997A XXX Xxxxx deemed paid pursuant to Article X
of the XXX Xxxx Indenture. The principal of and the premium, if any, and
interest on the 2027 Series XX Xxxxx shall be payable at the principal office of
the Trustee, in the City of Chicago, Illinois, or, at the option of the Company,
at the "Principal Office" (as that term is defined in the XXX Xxxx Indenture) of
-11-
13
the EDA Loan Trustee, in any coin or currency of the United States of America
which at the time of payment shall be legal tender for the payment of public and
private debts.
Notwithstanding any other provision of the Indenture or of the 2027
Series XX Xxxxx, payments of the principal of and the premium, if any, and
interest on any 2027 Series XX Xxxx may be made directly to the registered
holder thereof without presentation or surrender thereof or the making of any
notation thereon if there shall be filed with the Trustee a Certificate of the
Company to the effect that such registered holder (or the person for whom such
registered holder is a nominee) and the company have entered into a written
agreement that payment shall be so made; provided, however, that before such
registered holder transfers or otherwise disposes of any 2027 Series XX Xxxx,
such registered holder will, at its election, either endorse thereon (or on a
paper annexed thereto) the principal amount thereof redeemed and the last date
to which interest has been paid thereon or make such Bond available to the
Company at the principal office of the Trustee for the purpose of making such
endorsement thereon.
The 2027 Series XX Xxxxx shall be subject to redemption at the option
of the Company or otherwise, in the manner provided in the applicable provisions
of Article Ten of the Indenture, as amended by Article III of this Supplemental
Indenture.
The 2027 Series XX Xxxxx shall be excluded from the benefits of, and
shall not be subject to redemption through the operation of, a Mandatory Sinking
Fund pursuant to Section 11.02 of the Indenture and shall also be excluded from
the benefits of the covenants of Section 9.08 and Section 11.01 of the
Indenture.
Notwithstanding the provisions of Section 10.04 or any other provision
of the Indenture, the selection of 2027 Series XX Xxxxx to be redeemed shall, in
case fewer than all of the outstanding 2027 Series XX Xxxxx are to be redeemed,
be made by the Trustee pro rata (to the nearest multiple of Five Thousand
Dollars ($5,000)) among the registered holders of the 2027 Series XX Xxxxx in
proportion, as nearly as practicable, to the respective unpaid principal amounts
of 2027 Series XX Xxxxx registered in the names of such holders, with
adjustments, to the extent practicable, to compensate for any prior redemption
not made exactly in such proportion (or otherwise as may be specified by a
written order signed by the registered holders of all outstanding 2027 Series XX
Xxxxx).
The definitive 2027 Series XX Xxxxx may be issued in the form of
engraved Bonds or Bonds printed or lithographed on steel engraved borders or
Bonds in typed form on normal bond paper. Subject to the foregoing provisions of
this Section and the provisions of Section 2.11 of the Indenture, all definitive
2027 Series XX Xxxxx shall be fully exchangeable for other Bonds of the same
series, of like aggregate principal amounts, and, upon surrender to the Trustee
at its principal office, shall be exchangeable for other Bonds of the same
series of a different authorized denomination or denominations, as requested by
the holder surrendering the same. The Company will execute, and the Trustee
shall authenticate and deliver, registered Bonds without coupons, whenever the
same shall be required for any such exchange.
-12-
14
Section 2.2. 2027 Series XX Xxxxx in the aggregate principal
amount of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) may
forthwith upon the execution and delivery of this Supplemental Indenture, or
from time to time thereafter, be executed by the Company and delivered to the
Trustee, and shall thereupon be authenticated and delivered by the Trustee upon
compliance by the Company with the provisions of Articles Four, Five or Six of
the Indenture, without awaiting the filing or recording of this Supplemental
Indenture. No additional 2027 Series XX Xxxxx shall be issued under Article
Four, Five or Six without the consent in writing of the holders of all the
outstanding 2027 Series XX Xxxxx.
ARTICLE III
REDEMPTION OF THE 2027 SERIES XX XXXXX
Section 3.1. The following Section 10.71 and Section 10.72 be
and they hereby are added to Article Ten of the Indenture:
"Section l0.71. The 2027 Series XX Xxxxx shall be subject to
mandatory redemption as follows: payments of principal of and premium on the
2027 Series XX Xxxxx shall be made to the EDA Loan Trustee to redeem 2027 Series
XX Xxxxx in such amounts as shall be necessary, in accordance with the
provisions of the Loan Agreement, to provide funds under the Loan Agreement to
(a) make, when due, payment at maturity (including, without limitation, maturity
upon acceleration of the 1997A XXX Xxxxx) and (b) make, when due, any prepayment
required by the Loan Agreement in connection with any mandatory or optional
redemption of 1997A XXX Xxxxx; provided, however, that the obligation of the
Company to make any redemption payments under this Section shall be fully or
partially, as the case may be, satisfied and discharged to the extent that at
any time such payment shall be due, the then due payment at maturity or
redemption payment on any of the 1997A XXX Xxxxx shall have been fully or
partially made from payments made by the Company under the Loan Agreement or
from other moneys expressly available therefor in a redemption account or
subaccount for the 1997A XXX Xxxxx under the XXX Xxxx Indenture or, as far as
principal is concerned, reduced by the principal amount of any 1997A XXX Xxxxx
deemed paid pursuant to Article X of the XXX Xxxx Indenture. Terms used and not
defined in this Section shall have the respective meanings given to them in the
Twenty-Seventh Supplemental Indenture dated as of September 1, 1997."
"Section l0.72. In the case of the redemption of 2027 Series XX
Xxxxx out of moneys deposited with the Trustee pursuant to Section 8.08, such
2027 Series XX Xxxxx shall, upon compliance with provisions of Section 10.04,
and subject to the provisions of Section 2.1 of the Twenty-Seventh Supplemental
Indenture, be redeemable at the principal amounts thereof, together with
interest accrued thereon to the date fixed for redemption, without premium."
-13-
15
ARTICLE IV
MISCELLANEOUS
Section 4.1. The Company is lawfully seized and possessed of
all the real estate, franchises and other property described or referred to in
the Indenture (except properties released from the lien of the Indenture
pursuant to the provisions thereof) as presently mortgaged, subject to the
exceptions stated therein, such real estate, franchises and other property are
free and clear of any lien prior to the lien of the Indenture except as set
forth in the Granting Clauses of the Indenture and the Company has good right
and lawful authority to mortgage the same as provided in and by the Indenture.
Section 4.2. The Trustee assumes no duties, responsibilities
or liabilities by reason of this Supplemental Indenture other than as set forth
in the Indenture, and this Supplemental Indenture is executed and accepted by
the Trustee subject to all the terms and conditions of its acceptance of the
trust under the Indenture, as fully as if said terms and conditions were herein
set forth at length.
Section 4.3. The terms used in this Supplemental Indenture
shall have the meanings assigned thereto in the Indenture. Reference by number
in this Supplemental Indenture to Articles or Sections shall be construed as
referring to Articles or Sections contained in the Indenture, unless otherwise
stated.
Section 4.4. As amended and modified by this Supplemental
Indenture, the Indenture is in all respects ratified and confirmed and the
Indenture and this Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
Section 4.5. Neither the approval by the Board of Public
Utilities of the State of New Jersey of the execution and delivery of this
Supplemental Indenture nor the approval by said Board of the issue of any Bonds
under the Indenture shall in any way be construed as the approval by said Board
of any other act, matter or thing which requires approval of said Board under
the laws of the State of New Jersey; nor shall approval by said Board of the
issue of any Bonds under the Indenture bind said Board or any other public body
or authority of the State of New Jersey having jurisdiction in the premises in
any future application for the issue of Bonds under the Indenture or otherwise.
Section 4.6. This Supplemental Indenture may be executed in
any number of counterparts and all said counterparts executed and delivered each
as an original shall constitute but one and the same instrument.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
-14-
16
NEW JERSEY NATURAL GAS COMPANY HEREBY DECLARES THAT IT HAS READ THIS
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE, HAS RECEIVED A COMPLETELY FILLED-IN TRUE
COPY OF IT WITHOUT CHARGE AND HAS SIGNED THIS TWENTY-SEVENTH SUPPLEMENTAL
INDENTURE ON THE DATE CONTAINED IN ITS ACKNOWLEDGMENT HEREOF.
IN WITNESS WHEREOF, NEW JERSEY NATURAL GAS COMPANY, party of the first
part, has caused these presents to be signed in its corporate name by its
President or a Vice President and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and XXXXXX TRUST AND
SAVINGS BANK, party of the second part, in evidence of its acceptance of the
trust hereby created, has caused these presents to be signed in its corporate
name by one of its Vice Presidents and its corporate seal to be hereunto affixed
and attested by its Secretary or one of its Assistant Secretaries.
NEW JERSEY NATURAL GAS COMPANY
By
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President, Financial
and Administrative Services
(Corporate Seal)
ATTEST:
------------------------------------
Xxxxx X. Xxxxxx
Secretary
-15-
17
Signed, sealed and delivered by NEW JERSEY
NATURAL GAS COMPANY in the presence of:
------------------------------------
Name:
------------------------------------
Name:
XXXXXX TRUST AND SAVINGS BANK, as
Trustee
By
------------------------------------
Name: X. Xxxxxxxxx
Title: Vice President
[Corporate Seal]
ATTEST:
------------------------------------
Name: X. Xxxxxxxx
Title: Assistant Secretary
Signed, sealed and delivered by XXXXXX
TRUST AND SAVINGS BANK in the presence of:
------------------------------------
Name:
------------------------------------
Name:
-16-
18
STATE OF NEW JERSEY )
) SS:
COUNTY OF MONMOUTH )
BE IT REMEMBERED that on this ----- day of October 1997, before me, the
subscriber, an Attorney-at-Law of the State of New Jersey, and I hereby certify
that I am such an Attorney-at-Law as witness my hand, personally appeared Xxxxx
X. Xxxxxx to me known who, being by me duly sworn according to law, on her oath,
does depose and make proof to my satisfaction that she is the Secretary of NEW
JERSEY NATURAL GAS COMPANY, the grantor or mortgagor in the foregoing
Supplemental Indenture named; that she well knows the seal of said corporation;
that the seal affixed to said Supplemental Indenture is the corporate seal of
said corporation, and that it was so affixed in pursuance of resolutions of the
Board of Directors (including the Executive Committee of said Board) of said
corporation; that Xxxxxxx X. Xxxxxx is a Senior Vice President, Financial and
Administrative Services of said corporation; that she saw said Xxxxxxx X.
Xxxxxx, as such Senior Vice President, Financial and Administrative Services,
affix said seal thereto, sign and deliver said Supplemental Indenture, and heard
him declare that he signed, sealed and delivered the same as the voluntary act
and deed of said corporation, in pursuance of said resolutions, and that this
deponent signed her name thereto, at the same time, as attesting witness.
------------------------------------
Xxxxx X. Xxxxxx
Secretary
Subscribed and sworn to before me,
an Attorney-at-Law of the State of
New Jersey, at Wall, New Jersey,
the day and year aforesaid.
------------------------------------
Name:
Attorney-at-Law of the
State of New Jersey
-17-
19
STATE OF ILLINOIS )
) SS:
COUNTY OF XXXX )
BE IT REMEMBERED that on this ----- day of October 1997, before me, the
subscriber, a Notary Public of the State of Illinois, personally appeared X.
Xxxxxxxx to me known who, being by me duly sworn according to law, on her oath,
does depose and make proof to my satisfaction that she is an Assistant Secretary
of XXXXXX TRUST AND SAVINGS BANK, the grantee or mortgagee and trustee in the
foregoing Supplemental Indenture named; that she well knows the seal of said
corporation; that the seal affixed to said Supplemental Indenture is the
corporate seal of said corporation, and that it was so affixed in pursuance of a
resolution of the Board of Directors of said corporation; that X. Xxxxxxxxx is a
Vice President of said corporation; that she saw said X. Xxxxxxxxx as such Vice
President affix said seal thereto, sign and deliver said Supplemental Indenture,
and heard said X. Xxxxxxxxx declare that she signed, sealed and delivered the
same as the voluntary act and deed of said corporation, in pursuance of said
resolution, and that this deponent signed her name thereto, at the same time, as
attesting witness.
------------------------------------
Name: X. Xxxxxxxx
Title: Assistant Secretary
Subscribed and sworn to before
me a Notary Public of the State
of Illinois at Chicago, the day
and year aforesaid.
------------------------------------
Notary Public of the State of Illinois
[SEAL]
-18-
