Mortgage New Jersey Natural Gas Company To BNY Midwest Trust Company, As Trustee Thirty-Second Supplemental Indenture Dated as of May 1, 2008 Supplemental to Indenture of Mortgage and Deed of Trust Dated April 1, 1952
CONFORMED
COPY
Mortgage
New
Jersey Natural Gas Company
To
BNY
Midwest Trust Company,
As
Trustee
___________________________
Thirty-Second
Supplemental Indenture
Dated as
of May 1, 2008
___________________________
Supplemental
to Indenture of Mortgage and
Deed of
Trust Dated April 1, 1952
Prepared
by: Xxxxxxx
X. Xxxxx
Xxxxxxx and Xxxxxx LLP
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx,
Xxxxxxxx 00000
Mortgage
Thirty-Second
Supplemental Indenture, dated as of May 1, 2008, 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 BNY Midwest Trust Company, a trust company organized and existing
under the laws of the State of Illinois (hereinafter called the “Trustee”), having its
principal office at 0 Xxxxx XxXxxxx 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, its Twenty-Sixth Supplemental Indenture dated as of
October 1, 1995, its Twenty-Seventh Supplemental Indenture dated as of
September 1, 1997, its Twenty-Eighth Supplemental Indenture dated as of
January 1, 1998, its Twenty-Ninth Supplemental Indenture dated as of
April 1, 1998, its Thirtieth Supplemental Indenture dated as of December 1,
2003 and its Thirty-First Supplemental Indenture dated as of October 1,
2005, 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
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,” herein sometimes called “1992 Series H Bonds,” which
1992 Series H Bonds have since been paid and redeemed by the Company;
and
1
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
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,”
which 2017 Series Q Bonds have since been paid and redeemed by the Company;
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,” which
2009 Series S 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 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,” which 2016 Series T 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 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,” which
2021 Series U Bonds have since been paid and redeemed by the Company;
and
2
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,” which
2002 Series V 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 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,” which 2023 Series W Bonds have since been paid and redeemed by
the Company; 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,” which 2024 Series Y Bonds have since been paid and
redeemed by the Company; 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,” which 2004 Series Z Bonds have since been paid and
redeemed by the Company; 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
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,
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 Twenty-Seventh Supplemental Indentures, inclusive, as a
twenty-eighth series designated “First Mortgage Bonds, Adjustable Rate
Series DD due 2027,” herein sometimes called “2027 Series XX Xxxxx,”
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 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 Twenty-Eighth Supplemental Indentures, inclusive, as a
twenty-ninth series designated “First Mortgage Bonds, Adjustable Rate Series EE
due 2028,” herein sometimes called “2028 Series XX Xxxxx,”
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 issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through the Twenty-Eighth
Supplemental Indentures, inclusive, as a thirtieth series designated “First
Mortgage Bonds, Adjustable Rate Series FF due 2028,” herein sometimes called
“2028 Series FF 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 Eighteen Million Dollars
($18,000,000) were issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through the Twenty-Ninth
Supplemental Indentures, inclusive, as a thirty-first series designated “First
Mortgage Bonds, Adjustable Rate Series GG due 2033,” herein sometimes
called “2033 Series XX
Xxxxx,” of which Eighteen Million Dollars ($18,000,000) in principal
amount are outstanding at the date hereof; 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 Thirtieth
Supplemental Indentures, inclusive, as a thirty-second series designated “First
Mortgage Bonds, Series HH due 2038,” herein sometimes called “2038 Series XX Xxxxx,”
of which Twelve Million Dollars ($12,000,000) in principal amount are
outstanding at the date hereof; and
3
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 Thirty-First Supplemental Indentures, inclusive, as a thirty-third
series designated “First Mortgage Bonds, Series II due 2023,” herein sometimes
called “2023 Series II
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 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 Thirty-First Supplemental Indentures, inclusive, as a thirty-fourth
series designated “First Mortgage Bonds, Series JJ due 2024,” herein sometimes
called “2024 Series XX
Xxxxx,” 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 Fifteen Million Dollars
($15,000,000) were authorized under and in accordance with the terms of the
Original Indenture, as supplemented and amended by the First through the
Thirty-First Supplemental Indentures, inclusive, as a thirty-fifth series
designated “First Mortgage Bonds, Series KK due 2040,” herein sometimes called
“2040 Series XX Xxxxx,”
of which Ten Million Eight Hundred Thousand Dollars ($10,800,000) in principal
amount are outstanding at the date hereof; and
Whereas,
that on May 17, 2000 BNY Midwest Trust Company, as transferee of the
corporate trust business of Xxxxxx Trust and Savings Bank, Trustee under the
Original Indenture, became successor Trustee under the Original Indenture;
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 Note Purchase Agreement dated as of May 15,
2008 (the “Note Purchase
Agreement”) with the Purchasers identified in Schedule A attached
thereto, pursuant
to which the Company issued its senior notes designated “5.60% Senior
Notes due May 15, 2018” in the aggregate principal amount of $125,000,000
(the “Senior Notes due
May 15, 2018”); and
Whereas,
the Company has duly determined to create a thirty-sixth series of Bonds, to be
known as “First Mortgage Bonds, Series LL due 2018,” herein sometimes called
“2018 Series LL Bonds,”
to be delivered and pledged to The Bank of New York, as collateral agent (the
“Collateral Agent”)
pursuant to the Note Purchase Agreement for the benefit and security of the
holders of the Senior Notes due May 15, 2018, all as herein provided and as
provided in the Note Purchase Agreement, and to add to the covenants and
agreements contained in the Indenture the covenants and agreements hereinafter
set forth; and
Whereas,
the Company, is seeking to amend certain provisions of the Indenture identified
in § 4.1 of this Thirty-Second Supplemental Indenture, in accordance with
the provisions of § 17.01I of the Indenture; 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
resolutions of its Board of Directors, has duly resolved and determined to make,
execute and deliver to the Trustee a Thirty-Second Supplemental Indenture in the
form hereof for the purposes herein provided; and
Whereas,
all conditions and requirements necessary to make this Thirty-Second
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:
4
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I. Franchises
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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.
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II. Gas
Distribution Systems and Related
Property
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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 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.
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III. Contracts
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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 § 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 assigns
and with the respective holders from time to time of the Bonds and coupons, or
any thereof, as follows:
5
Article
I
Certain
Amendments of Indenture
§ 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:
§ 1.01.The following definition be and it hereby is
added immediately after the thirty-second sentence of § 1.01B:
“‘Thirty-Second
Supplemental Indenture’ shall mean the Supplemental Indenture dated as of May 1,
2008, supplemental to the Indenture.”
§ 1.01.The following definition be and it hereby is
added immediately after the thirty-sixth sentence of § 1.01F:
“‘2018
Series LL Bond’ shall mean one of the First Mortgage Bonds, Series LL due 2018,
issued hereunder.”
§ 2.11.The following be and it hereby is added at
the end of § 2.11:
“No
charge except for taxes or governmental charges shall be made against any holder
of any 2018 Series LL Bond for the exchange, transfer or registration of
transfer thereof.”
§ 8.08.The period at the end of the first paragraph
of § 8.08 be and it hereby is deleted and the following words and figures
be and they hereby are added thereto:
“, and
the 2018 Series LL Bonds shall be redeemed at the redemption price specified in
§ 10.88.”
Article
II
2018
Series LL Bonds
§ 2.1.There shall be a thirty-sixth series of
Bonds, known as and entitled “First Mortgage Bonds, Series LL due 2018” or
“First Mortgage Bonds, Series LL” (herein and in the Indenture referred to as
the “2018 Series LL
Bonds”), 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.
The
aggregate principal amount of 2018 Series LL Bonds which may be authenticated
and delivered and outstanding under the Indenture is One Hundred Twenty Five
Million Dollars ($125,000,000).
The 2018
Series LL Bonds shall be payable to the Collateral Agent, and shall be
nontransferable except to a successor of the Collateral Agent, in accordance
with the Note Purchase Agreement.
The 2018
Series LL Bonds shall bear interest at the rate of 5.60% per annum, computed on
the basis of a 360-day year of twelve 30-day months, until the principal thereof
is paid or made available for payment, and shall mature on
May 15, 2018, subject to prior redemption as described herein; provided that any principal
and Make-Whole Amount (as defined in the Note Purchase Agreement), and any such
installment of interest which is overdue shall bear interest at the rate of six
percent (6%) per annum (to the extent that payment of such interest is
enforceable under applicable law).
The 2018
Series LL Bonds shall be in the form of registered Bonds without coupons of
denominations of One Thousand Dollars ($1,000) 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 2018 Series LL Bonds shall be dated as provided in
§ 2.05 of the Indenture. All 2018 Series LL Bonds shall bear
interest from their respective dates, such interest to be payable, upon the
terms of and otherwise in accordance with the 2018 Series LL Bonds, on each date
on which interest shall from time to time be payable on the Senior Notes due
May 15, 2018; provided, that the obligation
of the Company to make payments with respect to the principal of, Make-Whole
Amount, if any, and interest on the May 15, 2018 Series LL Bonds 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,
Make-Whole Amount, if any, and interest on any of the Senior Notes due
May 15, 2018 shall have been fully or partially paid from payments made by
the Company under the Note Purchase Agreement. The principal of and
the Make-Whole Amount, if any, and interest on the 2018 Series LL Bonds 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
indicated pursuant to the Note Purchase Agreement) of the Collateral Agent, 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 2018 Series LL Bonds, payments of
the principal of and the Make-Whole Amount, if any, and interest on any 2018
Series LL Bond 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 2018 Series LL Bond, 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 2018
Series LL Bonds shall be subject to redemption at the option of the Company or
otherwise, and shall be subject to mandatory redemption, in the manner provided
in the applicable provisions of Article Ten of the Indenture, as amended by
Article III of this Supplemental Indenture.
The 2018
Series LL Bonds shall be excluded from the benefits of, and shall not be subject
to redemption through the operation of, a Mandatory Sinking Fund pursuant to
§ 11.02 of the Indenture and shall also be excluded from the benefits of
the covenants of § 9.08 and § 11.01 of the Indenture.
6
Notwithstanding
the provisions of § 10.04 or any other provision of the Indenture, the
selection of 2018 Series LL Bonds to be redeemed shall, in case fewer than all
of the outstanding 2018 Series LL Bonds are to be redeemed, be made by the
Trustee pro rata (to the nearest multiple of One Thousand Dollars ($1,000))
among the registered holders of the 2018 Series LL Bonds in proportion, as
nearly as practicable, to the respective unpaid principal amounts of 2018 Series
LL Bonds 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 2018 Series LL Bonds).
The
definitive 2018 Series LL Bonds 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 § 2.11 of the Indenture, all definitive 2018
Series LL Bonds 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.
§ 2.2.2018 Series LL Bonds in the aggregate
principal amount of One Hundred Twenty Five Million Dollars ($125,000,000) 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 2018 Series LL Bonds shall be issued under
Article Four, Five or Six of the Indenture without the consent in writing of the
holders of all the outstanding 2018 Series LL Bonds.
§ 2.3.As provided in Section 2.2(d) of the
Note Purchase Agreement, from and after the Release Date (as defined in the Note
Purchase Agreement), the obligations of the Company with respect to the 2018
Series LL Bonds shall be deemed to be satisfied and discharged, the 2018 Series
LL Bonds shall cease to secure in any manner any Senior Notes due May 15,
2018 outstanding under the Note Purchase Agreement, and, following the
satisfaction of the requirements of Section 2.2(d) of the Note Purchase
Agreement, the Collateral Agent shall forthwith deliver the 2018 Series LL Bonds
to the Company together with such appropriate instruments of transfer or release
as may be reasonably required by the Company, and then the Company shall deliver
such 2018 Series LL Bonds to the Trustee for cancellation.
Article III
Redemption
of the 2018 Series LL Bonds
§ 3.1.The following § 10.87 and § 10.88
be and they hereby are added to Article Ten of the Indenture:
Ҥ 10.87.The 2018 Series LL Bonds shall be subject to
redemption as follows: payments of principal of and Make-Whole Amount, if any,
and interest on the 2018 Series LL Bonds shall be made to the Collateral Agent
to redeem 2018 Series LL Bonds in such amounts as shall be necessary, in
accordance with the provisions of the Note Purchase Agreement, to provide funds
under the Note Purchase Agreement to (a) make, when due, payment at
maturity (including, without limitation, maturity upon acceleration of the
Senior Notes due May 15, 2018) and (b) make, when due, any prepayment
required or permitted by the Senior Notes due May 15, 2018 in connection
with any prepayment of the Senior Notes due May 15, 2018; 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 Senior Notes due May 15, 2018
shall have been fully or partially made from payments made by the Company on the
Notes under the Note Purchase Agreement; provided, further, however,
that any principal and Make-Whole Amount, and any interest which is
overdue shall bear interest at the rate of six percent (6%) per annum (to the
extent that payment of such interest is enforceable under applicable
law). Terms used and not defined in this Section shall have the
respective meanings given to them in the Thirty-Second Supplemental Indenture
dated as of May 1, 2008.”
Ҥ 10.88.In the case of the redemption of 2018 Series
LL Bonds out of moneys deposited with the Trustee pursuant to § 8.08, such 2018
Series LL Bonds shall, upon compliance with provisions of § 10.04, and subject to
the provisions of § 2.1 of the Thirty-Second Supplemental Indenture, be
redeemable at the principal amounts thereof, together with interest accrued
thereon to the date fixed for redemption, without premium or Make-Whole
Amount.”
Article
IV
Consent
to Amendment
§ 4.1.Each holder of a 2018 Series LL Bond,
by holding such 2018 Series LL Bond, and as a fundamental term of the 2018
Series LL Bonds and this Supplemental Indenture, consents and shall be
deemed to have consented to the substance of the following amendments to the
Indenture.
The
definition of “Interest Charges on Indebtedness” in the Indenture will be
amended by adding the following paragraphs and definitions at the end of the
definition:
“In the
event any Bonds bear, are being issued which bear, or are to bear, interest at a
variable rate during such period, annual Interest Charges on Indebtedness on
such variable rate Bonds for any such period shall be computed by assuming that
the rate of interest applicable to such period is the highest of (A) the
actual rate at the date of calculation, or if the Bonds are not yet Outstanding,
the initial rate, (B) if the Bonds have been Outstanding for at least
12 months, the average rate over the 12 months immediately preceding
the date of calculation, and (C)(1) if the obligations which are secured by
such Bonds are issued as obligations the interest on which is excludable from
gross income under the applicable provisions of the Internal Revenue Code of
1986, as amended, the rate of interest shown in the most recently published
interest rate in The Bond
Buyer as the 30 Year Index of 25 Revenue Bonds or a comparable
index selected by a Vice President or the Treasurer or (2) if interest on
the obligations which are secured by such Bonds is not intended to be so
excludable or if such Bonds do not secure a separate obligation of the Company,
the interest rate on Government Obligations with comparable maturities, but in
each case not in excess of the lesser of (a) the maximum rate authorized by law
and (b) the maximum rate permitted in the supplement to the Indenture
authorizing the issuance of the related Bonds.
7
In the
event the Company has entered into a Hedging Transaction in connection with any
Bonds for such period, the computation of the annual Interest Charges on
Indebtedness for such Bonds for such period may, at the option of a Vice
President or the Treasurer, include payments made and received by the Company or
to be made and received by the Company under the related Hedging Transaction,
provided that at the
time such option is initially exercised the Company delivers a certificate to
the effect that (1) the institution other than the Company that is party to
such Hedging Transaction (the “Counterparty”) is obligated
under such Hedging Transaction to make payments thereunder for the period for
which the computation of the annual Interest Charges on Indebtedness on such
Bonds is being determined, and (2) as of the date the Company and the
Counterparty entered into such Hedging Transaction, the long-term debt
obligations of the Counterparty or of any guarantor of the Counterparty’s
obligations under such Hedging Transaction were rated “A” or better by Xxxxx’x
Investors Service, Inc. or Standard & Poor’s Ratings
Group.
“Government Obligations”
means securities which are direct obligations of the United States of
America (including trust receipts evidencing an interest therein) and securities
for which the United States of America has fully guaranteed the payment of
principal and interest.
“Hedging Transaction” means
an agreement, expressly identified in a certificate of a Vice President or
Treasurer of the Company as being entered into in order to hedge the interest
payable on all or a portion of any Bonds, which agreement may include, without
limitation, an interest rate swap, a forward or futures contract or an option
(e.g., a call, put,
cap, floor or collar) and which agreement does not constitute an obligation to
repay money borrowed, credit extended or the equivalent thereof.”
§ 9.17
of the Indenture will be amended to read as follows:
“The
Company covenants and agrees to deliver to the Trustee:
A. Within
fifty five (55) days after the end of each quarterly period, except the last, of
each fiscal year, a copy of its balance sheet and its statement of
capitalization as at the end of such quarterly period, its income statement for
the three months to the end of such quarterly period, and its statements of cash
flows for the three months to the end of such quarterly period together with the
figures for the corresponding date or period or fiscal year end prior thereto,
as the case may be, in reasonable detail, certified by a financial officer of
the Company; and
B. Within
one hundred and twenty (120) days after the end of each fiscal year, a copy of
its balance sheet as at the end of such year, its income statement for such
year, its statement of cash flows for such year, its statement of capitalization
for such year and its statement of common stock equity and comprehensive income
for such year, in reasonable detail, certified by Independent Accountants of
recognized standing selected by the Company.”
The
foregoing consent shall be irrevocable, shall be continuing and in effect at all
times and shall be deemed to be “concurrent” (within the meaning of § 13.01
of the Indenture) with the writings relating to the foregoing amendment by or on
behalf of all other Bondholders. Further, the foregoing consent shall
survive any transfer, exchange or substitution of any 2018 Series LL Bond
and shall bind all holders thereof and such holders’ transferees, successors,
assigns, heirs and legatees. Each holder of a 2018 Series LL
Bond (and such holder’s transferees, successors, assigns, heirs and legatees),
by holding such 2018 Series LL Bond, authorizes and shall be deemed to have
authorized the Trustee to sign, in the name of all holders of the 2018
Series LL Bonds, any consent or authorization deemed necessary or desirable
in the discretion of the Trustee to evidence the foregoing consent (it being
understood and agreed, however, that this § 4.1 shall constitute, for all
purposes of the Indenture, the written consent by the holders of the 2018
Series LL Bonds to the foregoing amendment without further act or
instrument).
The
foregoing amendments to the Indenture contained in this § 4.1 shall become
effective upon the consent of the holders of at least 66-2/3% in principal
amount of the Bonds at the time outstanding.
Article V
Miscellaneous
§ 5.1.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.
§ 5.2.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.
§ 5.3.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.
8
§ 5.4.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.
§ 5.5.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.
§ 5.6.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.
9
New
Jersey Natural Gas Company hereby declares that it has read this Thirty-Second
Supplemental Indenture, has received a completely filled-in true copy of it
without charge and has signed this Thirty-Second
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
Corporate Secretary, and BNY Midwest Trust Company, 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 one of its Vice
Presidents.
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New
Jersey Natural Gas Company
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By /s/
Xxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxx
X. Xxxxx
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Title:
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Executive
Vice President and
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Chief
Operating Officer
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[Corporate
Seal]
Attest:
/s/
Xxxxxx X.
Xxxxxxxx
Name: Xxxxxx
X. Xxxxxxxx
Title: Corporate
Secretary
Signed,
sealed and delivered by New Jersey
Natural
Gas Company in the presence of:
/s/
Xxxxxxx
Xxxxx
Name: Xxxxxxx
Xxxxx
/s/
Xxxxx X.
Xxxxxxxx
Name: Xxxxx
X. Xxxxxxxx
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BNY
Midwest Trust Company, as Trustee
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By /s/ X.
Xxxxxxxxx
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Name: X.
Xxxxxxxxx
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Title: Vice
President
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[Corporate
Seal]
Attest:
/s/ X.X.
Xxxxxxx
Name: X.X.
Xxxxxxx
Title: Vice
President
Signed,
sealed and delivered by BNY Midwest
Trust
Company in the presence of:
/s/ X.
Xxxxxxxx
Name: X.
Xxxxxxxx
/s/ X.
Xxxxxx
Name: X.
Xxxxxx
10
State
of New
Jersey )
) SS:
County
of
Monmouth )
Be it
remembered that on this 5th
day of May, 2008, 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 Xxxxxx 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 the Corporate 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 of said
corporation; that Xxxxxxxx X. Xxxxx is an Executive Vice President and Chief
Operating Officer of said corporation; that she saw said Xxxxxxxx X. Xxxxx as
such Executive Vice President and Chief Operating Officer, affix said seal
thereto, sign and deliver said Supplemental Indenture, and heard her declare
that she 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.
/s/ Xxxxxx
X.
Xxxxxxxx
Name: Xxxxxx
X. Xxxxxxxx
Title: Corporate
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.
/s/ Xxxxxxx
Xxxxx
Name: Xxxxxxx
Xxxxx
Attorney-at-Law
of the
State of New Jersey
11
State
of
Illinois )
) SS:
County
of
Xxxx )
Be it
remembered that on this 8th
day of May, 2008, before me, the subscriber, a Notary Public of the State of
Illinois, personally appeared X.X. Xxxxxxx to me known who, being by me duly
sworn according to law, on his oath, does depose and make proof to my
satisfaction that he is an Vice President of BNY Midwest Trust Company, the
grantee or mortgagee and trustee in the foregoing Supplemental Indenture named;
that he 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 he
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.
/s/ X.
X.
Xxxxxxx
Name: X.X.
Xxxxxxx
Title: Vice
President
Subscribed
and sworn to before
me a
Notary Public of the State
of
Illinois at Chicago, the day
and year
aforesaid.
/s/ Xxxxx
Xxxxxxx
Notary
Public of the State of Illinois
[Seal]
12
