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MORTGAGE
NEW JERSEY NATURAL GAS COMPANY
To
XXXXXX TRUST AND SAVINGS BANK,
As Trustee
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TWENTY-SIXTH SUPPLEMENTAL INDENTURE
Dated as of October 1, 1995
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Supplemental to Indenture of Mortgage and
Deed of Trust Dated April 1, 1952
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Prepared by: Xxxxxx X. Xxxxxxx, Esq.
LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MORTGAGE
TWENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of October 1, 1995, 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 and its Twenty-Fifth
Supplemental Indenture dated as of July 15, 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
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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
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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
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, 10-1/2% 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
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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", of which Six Million Dollars ($6,000,000) 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
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", 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 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
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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
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
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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 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 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-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 authorized, of which Three Million Five
Hundred Thousand Dollars have been 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 Three Million Five Hundred
Thousand Dollars ($3,500,000) 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
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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 duly determined to create a twenty-seventh series
of Bonds, to be known as "First Mortgage Bonds, 6-7/8% Series CC due 2010",
herein sometimes called "2010 Series CC Bonds", 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 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-Sixth Supplemental Indenture in the form hereof
for the purposes herein provided; and
WHEREAS, all conditions and requirements necessary to make this
Twenty-Sixth 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,
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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.
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,
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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,
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Xxxxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxxxxx 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 ss.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
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respective holders from time to time of the Bonds and coupons, or any thereof,
as follows:
ARTICLE I.
CERTAIN AMENDMENTS OF INDENTURE
ss.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:
ss.1.01. The following definition be and it hereby is added immediately
after the twenty-sixth sentence of ss.1.01B:
"'TWENTY-SIXTH SUPPLEMENTAL INDENTURE' shall mean the Supplemental
Indenture dated as of October 1, 1995, supplemental to the Indenture."
ss.1.01. The following definition be and it hereby is added immediately
after the twenty-seventh sentence of ss.1.01F:
"'2010 SERIES CC BOND' shall mean one of the First Mortgage Bonds, 6-7/8%
Series CC due 2010, issued hereunder."
ss.2.11. The following be and it hereby is added at the end of ss.2.11:
"No charge except for taxes or governmental charges shall be made against
any holder of any 2010 Series CC Bond for the exchange, transfer or registration
of transfer thereof."
ss.8.08. The period at the end of the first paragraph of ss.8.08 be and it
hereby is deleted and the following words and figures be and they hereby are
added thereto:
", and the 2010 Series CC Bonds shall be redeemed at the redemption price
specified in ss.10.70."
ARTICLE II.
2010 SERIES CC BONDS
ss.2.1. There shall be a twenty-seventh series of Bonds, known as and
entitled "First Mortgage Bonds, 6-7/8% Series CC due 2010" or "First Mortgage
Bonds, 6-7/8% Series CC" (herein and in the Indenture referred to as the "2010
Series CC Bonds"), and the form thereof shall contain suitable provisions with
respect to the matters hereinafter in this Section specified and shall in
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other respects be substantially as set forth in the preambles to the Original
Indenture.
The aggregate principal amount of 2010 Series CC Bonds which may be
authenticated and delivered and outstanding under the Indenture is Twenty
Million Dollars ($20,000,000).
The 2010 Series CC Bonds shall bear interest at the rate of 6-7/8% per
annum, computed on the basis of a 360-day year consisting of twelve 30-day
months, and shall mature on October 1, 2010, subject to prior redemption as
described herein.
The 2010 Series CC Bonds shall be in the form of registered Bonds without
coupons of minimum denominations of Two Hundred and Fifty Thousand Dollars
($250,000) and integral multiples of Five Thousand Dollars ($5,000) in excess
thereof. The 2010 Series CC Bonds shall be dated as provided in ss.2.05 of the
Indenture. All 2010 Series CC Bonds shall bear interest from their respective
dates, such interest to be payable, upon the terms of and otherwise in
accordance with the 2010 Series CC Bonds, semiannually on the first day of April
and October in each year, the first interest payment date being April 1, 1996.
The principal of and the premium, if any, and interest on the 2010 Series CC
Bonds shall be payable at the principal office of the Trustee, in the City of
Chicago, Illinois, 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 2010 Series
CC Bonds, payments of the principal of and the premium, if any, and interest on
any 2010 Series CC 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 2010 Series CC 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 2010 Series CC Bonds shall not be subject to redemption at the option
of the Company, but shall be subject to mandatory redemption pursuant to ss.8.08
of the Indenture in the manner provided in the applicable provisions of Article
Ten of the Indenture, as amended by Article III of this Supplemental Indenture.
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The 2010 Series CC 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 ss.11.02 of the Indenture and shall also be excluded from the
benefits of the covenants of ss.9.08 and ss.11.01 of the Indenture. Each holder
of a 2010 Series CC Bond consents and shall be deemed to have consented to the
substance of the amendment to ss.9.08 of the Indenture as set forth in Article
IV of this Supplemental Indenture. Such consent shall constitute a fundamental
term of the 2010 Series CC Bonds and this Supplemental Indenture.
Notwithstanding the provisions of ss.10.04 or any other provision of the
Indenture, the selection of 2010 Series CC Bonds to be redeemed shall, in case
fewer than all of the outstanding 2010 Series CC Bonds 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 2010 Series CC Bonds in
proportion, as nearly as practicable, to the respective unpaid principal amounts
of 2010 Series CC 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 2010 Series CC
Bonds).
The definitive 2010 Series CC 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 ss.2.11 of the Indenture, all definitive 2010
Series CC 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.
In connection with the transfer of any 2010 Series CC Bonds, the Trustee or
the Company may (but shall not be required to) require certifications or other
evidence that such transfer is in compliance with the transfer restrictions set
forth in the 2010 Series CC Bonds.
Except at such times as the Company is a reporting company under Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or has
complied with the requirements for the exemption from registration under the
Exchange Act set forth in Rule 12g3-2(b) under such Act, for so long as any of
the 2010 Series CC Bonds are outstanding and constitute "restricted securities"
within the meaning of Rule
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144(a)(3) under the Securities Act of 1933 (the "1933 Act"), the Company shall
provide such financial or other information required by Rule 144A(d)(4) as any
holder of the 2010 Series CC Bonds or any entity designated by such holder may
reasonably determine is required to permit such holder to comply with the
requirements of Rule 144A as in effect on the original issue date of the 2010
Series CC Bonds in connection with the resale by it of the 2010 Series CC Bonds,
in any such case promptly after the same is requested.
ss.2.2. 2010 Series CC Bonds in the aggregate principal amount of Twenty
Million Dollars ($20,000,000) 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 2010 Series CC Bonds
shall be issued under Article Four, Five or Six without the consent in writing
of the holders of all the outstanding 2010 Series CC Bonds.
ARTICLE III.
REDEMPTION OF THE 2010 SERIES CC BONDS
ss.3.1. The following ss.10.70 be and it hereby is added to Article Ten of
the Indenture:
"ss.10.70. In the case of the redemption of 2010 Series CC Bonds out of
moneys deposited with the Trustee pursuant to ss.8.08, such 2010 Series CC Bonds
shall, upon compliance with provisions of ss.10.04, and subject to the
provisions of ss.2.1 of the Twenty-Sixth Supplemental Indenture, be redeemable
at the principal amounts thereof, together with interest accrued thereon to the
date fixed for redemption, without premium."
ARTICLE IV.
CONSENT TO AMENDMENT
ss.4.1. Each holder of a 2010 Series CC Bond, by holding such 2010 Series
CC Bond, and as a fundamental term of the 2010 Series CC Bonds and this
Supplemental Indenture, consents and shall be deemed to have consented to the
substance of the following amendment to ss.9.08 of the Indenture (the 2010
Series CC Bonds being excluded from the benefit of the covenants in said ss.9.08
by operation of ss.2.1 of this Supplemental Indenture):
"Section 9.08 of the Indenture including all indentures supplemental
thereto (in
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particular, but without limitation, the Thirteenth, Fourteenth,
Fifteenth and Eighteenth Supplemental Indentures) is hereby amended by
deleting subparagraph (1) thereof and inserting in its stead the following:
(1) The Company may make Stock Payments if and to the extent that, after
giving effect thereto, the aggregate amount of all Stock Payments for the
period from October 1, 1993 to and including the date of the Stock Payment
in question will not exceed the sum of (or difference between, in the event
of a loss) $50,000,000 and the Net Earnings (or loss) of the Company for
such period, taken as one accounting period."
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 ss.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 2010 Series CC Bond and shall bind
all holders thereof and such holders' transferees, successors, assigns, heirs
and legatees. Each holder of a 2010 Series CC Bond (and such holder's
transferees, successors, assigns, heirs and legatees), by holding such 2010
Series CC Bond, authorizes and shall be deemed to have authorized the Trustee to
sign, in the name of all holders of the 2010 Series CC 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 ss.4.1 shall constitute, for all purposes of the Indenture, the written
consent by the holders of the 2010 Series CC Bonds to the foregoing amendment
without further act or instrument).
ARTICLE V.
MISCELLANEOUS
ss.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.
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ss.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.
ss.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.
ss.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.
ss.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.
ss.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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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NEW JERSEY NATURAL GAS COMPANY HEREBY DECLARES THAT IT HAS READ THIS
TWENTY-SIXTH SUPPLEMENTAL INDENTURE, HAS RECEIVED A COMPLETELY FILLED-IN TRUE
COPY OF IT WITHOUT CHARGE AND HAS SIGNED THIS TWENTY-SIXTH 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 /s/ XXXXXXX X. XXXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
[Corporate Seal]
Attest:
/s/ XXXXX X. XXXXXX
-------------------------------
Xxxxx X. Xxxxxx
Secretary
Signed, sealed and delivered by
NEW JERSEY NATURAL GAS COMPANY
in the presence of:
/s/ XXXX X. XXXXXX
-------------------------------
Name: Xxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
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XXXXXX TRUST AND SAVINGS BANK,
as Trustee
By /s/ X. XXXXXXXXX
------------------------
Name: X. Xxxxxxxxx
Title: Vice President
[Corporate Seal]
Attest:
/s/ X. XXXXXXXX
-------------------------------
Name: X. Xxxxxxxx
Title: Assistant Secretary
Signed, sealed and delivered by
XXXXXX TRUST AND SAVINGS BANK
in the presence of:
/s/ X. XXXXXXXXX
-------------------------------
Name: X. Xxxxxxxxx
/s/ X. XXXXXXXXXX
-------------------------------
Name: X. Xxxxxxxxxx
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XXXXX XX XXX XXXXXX:
SS:
COUNTY OF MONMOUTH :
BE IT REMEMBERED that on this 11th day of October 1995, 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 Vice President of said corporation;
that she saw said Xxxxxxx X. Xxxxxx, as such Vice President, 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.
/s/ XXXXX X. XXXXXX
-------------------------------
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.
/s/ XXXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Attorney-at-Law of the
State of New Jersey
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STATE OF ILLINOIS:
SS:
COUNTY OF XXXX :
BE IT REMEMBERED that on this 10th day of October 1995, 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.
/s/ X. XXXXXXXX
---------------------------
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.
/s/ XXXXXXXXX XXXXX
--------------------------------------
Notary Public of the State of Illinois
Xxxxxxxxx Xxxxx
[SEAL]
OFFICIAL SEAL
XXXXXXXX XXXXX
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES 12-14-97
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