1
================================================================================
MORTGAGE
NEW JERSEY NATURAL GAS COMPANY
To
XXXXXX TRUST AND SAVINGS BANK,
As Trustee
---------------------------
TWENTY-NINTH SUPPLEMENTAL INDENTURE
Dated as of April 1, 1998
---------------------------
Supplemental to Indenture of Mortgage and
Deed of Trust Dated April 1, 1952
================================================================================
Prepared by: Xxxxxxx X. Xxxxx
Xxxxxxx and Xxxxxx
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
2
MORTGAGE
TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of April 1, 1998, between
NEW JERSEY NATURAL GAS COMPANY, a corporation organized and existing under the
laws of the State of New Jersey (hereinafter called the "Company"), having its
principal office at 0000 Xxxxxxx Xxxx, Xxxx, Xxx Xxxxxx, party of the first
part, and XXXXXX TRUST AND SAVINGS BANK, a corporation organized and existing
under the laws of the State of Illinois and authorized to accept and execute
trusts (hereinafter called the "Trustee"), having its principal office at 000
Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as Trustee under the Indenture of
Mortgage and Deed of Trust hereinafter mentioned, party of the second part.
WHEREAS, the Company has heretofore executed and delivered to the Trustee
its Indenture of Mortgage and Deed of Trust dated April 1, 1952 (hereinafter
sometimes called the "Original Indenture") to secure the payment of the
principal of and the interest and premium (if any) on all Bonds at any time
issued and outstanding thereunder, and to declare the terms and conditions upon
which Bonds are to be issued thereunder; and
WHEREAS, the Company thereafter executed and delivered to the Trustee its
First Supplemental Indenture dated February 1, 1958, its Second Supplemental
Indenture dated December 1, 1960, its Third Supplemental Indenture dated July 1,
1962, its Fourth Supplemental Indenture dated September 1, 1962, its Fifth
Supplemental Indenture dated December 1, 1963, its Sixth Supplemental Indenture
dated June 1, 1966, its Seventh Supplemental Indenture dated October 1, 1970,
its Eighth Supplemental Indenture dated May 1, 1975, its Ninth Supplemental
Indenture dated February 1, 1977, its Tenth Supplemental Indenture dated as of
September 1, 1980, its Eleventh Supplemental Indenture dated as of September 1,
1983, its Twelfth Supplemental Indenture dated as of August 1, 1984, its
Thirteenth Supplemental Indenture dated as of September 1, 1985, its Fourteenth
Supplemental Indenture dated as of May 1, 1986, its Fifteenth Supplemental
Indenture dated as of March 1, 1987, its Sixteenth Supplemental Indenture dated
as of December 1, 1987, its Seventeenth Supplemental Indenture dated as of June
1, 1988, its Eighteenth Supplemental Indenture dated as of June 1, 1989, its
Nineteenth Supplemental Indenture dated as of March 1, 1991, its Twentieth
Supplemental Indenture dated as of December 1, 1992, its Twenty-First
Supplemental Indenture dated as of August 1, 1993, its Twenty-Second
Supplemental Indenture dated as of October 1, 1993, its Twenty-Third
Supplemental Indenture dated as of August 15, 1994, its Twenty-Fourth
Supplemental Indenture dated as of October 1, 1994, its Twenty-Fifth
Supplemental Indenture dated as of July 15, 1995, its Twenty-Sixth Supplemental
Indenture dated as of October 1, 1995, and its Twenty-Seventh Supplemental
Indenture dated as of September 1, 1997, 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
3
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
-2-
4
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-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
-3-
5
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," of which Twenty Million Dollars ($20,000,000) in
principal amount are outstanding at the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Nine
Million Five Hundred Forty-Five Thousand Dollars ($9,545,000) were issued under
and in accordance with the terms of the Original Indenture, as supplemented and
amended by the First through the Nineteenth Supplemental Indentures, inclusive,
as an eighteenth series designated "First Mortgage Bonds, 7.05% Series T due
2016," herein sometimes called "2016 Series T Bonds," 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
-4-
6
2021," herein sometimes called "2021 Series U Bonds," which 2021 Series U 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
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
WHEREAS, thereafter Bonds in the aggregate principal amount of Ten Million
Five Hundred Thousand Dollars ($10,500,000) were issued under and in accordance
with the terms of the Original Indenture, as supplemented and amended by the
First through the Twenty-Third Supplemental Indentures, inclusive, as a
twenty-third series designated "First Mortgage Bonds, 6.25% Series Y due 2024,"
herein sometimes called "2024 Series Y Bonds," of which Ten Million Five Hundred
Thousand Dollars ($10,500,000) in principal amount are outstanding at the date
hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Twenty-Five
Million Dollars ($25,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and amended by the First through the
Twenty-Fourth Supplemental Indentures, inclusive, as a twenty-fourth series
designated "First Mortgage Bonds, 8.25% Series Z due 2004," herein sometimes
called "2004 Series Z Bonds," of which Twenty-Five Million Dollars ($25,000,000)
in principal amount are at the date hereof; and
WHEREAS, thereafter Bonds in the aggregate principal amount of Twenty-Five
Million Dollars ($25,000,000) were issued under and in accordance with the terms
of the Original Indenture, as supplemented and
-5-
7
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
-6-
8
Fifteen Million Dollars ($15,000,000) in principal amount are outstanding at the
date hereof; and
WHEREAS, the Original Indenture provides that, subject to certain
exceptions not presently relevant, such changes in or additions to the
provisions of the Indenture (the term "Indenture" and other terms used herein
having the meanings assigned thereto in the Original Indenture except as herein
expressly modified) may be made to add to the covenants and agreements of the
Company in the Indenture contained other covenants and agreements thereafter to
be observed by the Company; and to provide for the creation of any series of
Bonds, designating the series to be created and specifying the form and
provisions of the Bonds of such series as in the Indenture provided or
permitted; and
WHEREAS, the Indenture further provides that the Company and the Trustee
may enter into indentures supplemental to the Indenture to convey, transfer and
assign unto the Trustee and to subject to the lien of the Indenture additional
properties acquired by the Company; and
WHEREAS, the Company has entered into a Loan Agreement dated as of April
1, 1998 (the "Loan Agreement") with the New Jersey Economic Development
Authority (herein sometimes called the "EDA"), a public body corporate and
politic of the State of New Jersey, pursuant to which the proceeds of the
issuance by the EDA of Eighteen Million Dollars ($18,000,000) in aggregate
principal amount of its Natural Gas Facilities Revenue Bonds, Series 1998C (New
Jersey Natural Gas Company Project) (the "1998C XXX Xxxxx") are to be loaned
from time to time to the Company to finance a portion of the cost of the
construction of natural gas pipelines and auxiliary equipment throughout the
franchise portion of Xxxxxx County, New Jersey, which 1998C XXX Xxxxx are being
issued pursuant to the XXX Xxxx Indenture (as defined below); and
WHEREAS, the Company has duly determined to create a thirty-first series
of Bonds, to be known as "First Mortgage Bonds, Adjustable Rate Series GG due
2033," herein sometimes called "2032 Series XX Xxxxx," to be issued and
delivered (in conjunction with the assignment by the EDA of certain of its
rights under the Loan Agreement) to First Union National Bank, as trustee (the
"EDA Loan Trustee") pursuant to an indenture of trust dated as of April 1, 1998
(the "XXX Xxxx Indenture") between the EDA and the EDA Loan Trustee for the
benefit and security of the holders of the 1998C XXX Xxxxx, all as herein
provided, and to add to the covenants and agreements contained in the Indenture
the covenants and agreements hereinafter set forth; and
WHEREAS, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Indenture and
pursuant to appropriate 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-Ninth Supplemental Indenture in the form
hereof for the purposes herein provided; and
-7-
9
WHEREAS, all conditions and requirements necessary to make this
Twenty-Ninth Supplemental Indenture a valid, binding and legal instrument have
been done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That NEW JERSEY NATURAL GAS COMPANY, by way of further assurance and in
consideration of the premises and of the acceptance by the Trustee of the trusts
hereby created and of One Dollar to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of principal of and any premium
which may be due and payable on and the interest on all Bonds at any time issued
and outstanding under the Indenture according to their tenor and effect, and the
performance and observance by the Company of all the covenants and conditions
herein and therein contained, has granted, bargained, sold, warranted, aliened,
remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over
and confirmed, and by these presents does grant, bargain, sell, warrant, alien,
remise, release, convey, assign, transfer, mortgage, pledge, set over and
confirm, unto the party of the second part, and to its successors in the trust,
and to it and its assigns forever, and has granted and does hereby grant
thereunto a security interest in, all of the property, real, personal and mixed,
now owned by the Company and situated in the Counties of Burlington, Middlesex,
Monmouth, Xxxxxx, Ocean, Passaic, Somerset and Sussex in the State of New
Jersey, or wherever situate (except property specifically excepted from the lien
of the Indenture by the terms of the Indenture) and also all of the property,
real, personal and mixed, hereafter acquired by the Company wherever situate
(except property specifically excepted from the lien of the Indenture by the
terms of the Indenture), including both as to property now owned and property
hereafter acquired, without in anywise limiting or impairing the enumeration of
the same, the scope and intent of the foregoing or of any general or specific
description contained in the Indenture, the following:
I. FRANCHISES
All and singular, the franchises, grants, permits, immunities, privileges
and rights of the Company owned and held by it at the date of the execution
hereof or hereafter acquired for the construction, maintenance, and operation of
the gas plants and systems now or hereafter subject to the lien hereof, as well
as all certificates, franchises, grants, permits, immunities, privileges, and
rights of the Company used or useful in the operation of the property now or
hereafter mortgaged hereunder, including all and singular the franchises,
grants, permits, immunities, privileges, and rights of the Company granted by
the governing authorities of any municipalities or other political subdivisions
and all renewals, extensions and modifications of said certificates, franchises,
grants, permits, privileges, and rights or any of them.
II. GAS DISTRIBUTION SYSTEMS AND RELATED PROPERTY
-8-
10
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
-9-
11
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.
III. CONTRACTS
All of the Company's right, title and interest in and under all contracts,
licenses or leases for the purchase of gas, either in effect at the date of
execution hereof or hereafter made and any extension or renewal thereof.
TOGETHER WITH ALL AND SINGULAR the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the Trust Estate, or any
part thereof, with the reversion or reversions, remainder and remainders, rents,
issues, income and profits thereof, and all the right, title, interest and claim
whatsoever, at law or in equity, which the Company now has or which it may
hereafter acquire in and to the Trust Estate and every part and parcel thereof.
TO HAVE AND TO HOLD the Trust Estate and all and singular the lands,
properties, estates, rights, franchises, privileges and appurtenances hereby
mortgaged, conveyed, pledged or assigned, or intended so to be, together with
all the appurtenances thereto appertaining, unto the Trustee and its successors
and assigns forever;
SUBJECT, HOWEVER, as to property hereby conveyed, to Permitted
Encumbrances;
BUT IN TRUST, NEVERTHELESS, under and subject to the terms and conditions
hereafter set forth, for the equal and proportionate use, benefit, security and
protection of each and every person and corporation who may be or become the
holders of the Bonds and coupons hereby secured, if any, without preference,
priority or distinction as to the lien or otherwise of one Bond or coupon over
or from the others by reason of priority in the issue or negotiation thereof, or
by reason of the date of maturity thereof, or otherwise (except as any sinking,
amortization, improvement, renewal or other analogous fund, established in
accordance with the provisions of the Indenture, may afford additional security
for the Bonds of any particular series and except as provided in Section 9.02 of
the Indenture), and for securing
-10-
12
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:
ARTICLE I.
CERTAIN AMENDMENTS OF INDENTURE
Section 1.1. The Original Indenture, as heretofore amended, be and it
hereby is further amended in the following respects, the section numbers
specified below being the sections of the Indenture in which such amendments
occur:
Section l.01. The following definition be and it hereby is added
immediately after the twenty-eighth sentence of Section 1.01B:
"'TWENTY-NINTH SUPPLEMENTAL INDENTURE' shall mean the Supplemental
Indenture dated as of April 1, 1998, supplemental to the Indenture."
Section 1.01. The following definition be and it hereby is added
immediately after the thirtieth sentence of Section 1.01F:
"'2033 SERIES XX XXXX' shall mean one of the First Mortgage Bonds,
Adjustable Rate Series GG due 2033, issued hereunder."
Section 2.11. The following be and it hereby is added at the end of
Section 2.11:
"No charge except for taxes or governmental charges shall be made against
any holder of any 2033 Series XX Xxxx for the exchange, transfer or
registration of transfer thereof."
Section 8.08. The period at the end of the first paragraph of Section
8.08 be and it hereby is deleted and the following words and figures be and they
hereby are added thereto:
", and the 2033 Series XX Xxxxx shall be redeemed at the redemption price
specified in Section 10.74 and Section 10.77."
ARTICLE II.
2033 SERIES XX XXXXX
Section 2.1. There shall be a thirty-first series of Bonds, known as
and entitled "First Mortgage Bonds, Adjustable Rate Series GG due 2033"
-11-
13
or "First Mortgage Bonds, Adjustable Rate Series GG" (herein and in the
Indenture referred to as the "2033 Series XX Xxxxx"), and the form thereof shall
contain suitable provisions with respect to the matters hereinafter in this
Section specified and shall in other respects be substantially as set forth in
the preambles to the Original Indenture.
The aggregate principal amount of 2033 Series XX Xxxxx which may be
authenticated and delivered and outstanding under the Indenture is Eighteen
Million Dollars ($18,000,000).
The 2033 Series XX Xxxxx shall be payable to the EDA Loan Trustee, and
shall be nontransferable except to a successor of the EDA Loan Trustee.
The 2033 Series XX Xxxxx shall bear interest at the minimum rate per annum
necessary to yield interest in amounts sufficient, when taken together with
other amounts available therefor under the XXX Xxxx Indenture, to pay the
interest from time to time payable on the 1998C XXX Xxxxx, computed on the same
basis as the 1998C XXX Xxxxx (interest on overdue principal and premium, if any,
and, to the extent legally enforceable, interest, being at the rate of six
percent (6%) per annum), but in no event shall the interest rate on the 2033
Series XX Xxxxx exceed ten percent (10%) per annum; and the 2033 Series XX Xxxxx
shall mature on April 1, 2033, subject to prior redemption as described herein.
The amount of "annual interest charges" on the 2033 Series XX Xxxxx, within the
meaning of any provision of the Indenture requiring a determination of said
amount as a condition to the issuance of any Bonds thereunder (including,
without limitation, the 2033 Series XX Xxxxx), shall mean the amount calculated
by applying to the 2033 Series XX Xxxxx the interest rate of ten percent (10%)
per annum; provided, however, that if the rate of interest on the 1998C XXX
Xxxxx shall have become fixed and determined at a per annum rate lower than ten
percent (10%) for a period not less than the remaining maturity of said 1998C
XXX Xxxxx (whether said 1998C XXX Xxxxx shall mature at their stated maturity,
by earlier redemption or otherwise), then said lower rate shall be used to
determine the amount of the "annual interest charges" on the 2033 Series XX
Xxxxx.
The 2033 Series XX Xxxxx shall be in the form of registered Bonds without
coupons of denominations of Five Thousand Dollars ($5,000) and any integral
multiple thereof which may be authorized by the Company, the issue of a
registered Bond without coupons in any such denomination to be conclusive
evidence of such authorization. The 2033 Series XX Xxxxx shall be dated as
provided in Section 2.05 of the Indenture. All 2033 Series XX Xxxxx shall bear
interest from their respective dates, such interest to be payable, upon the
terms of and otherwise in accordance with the 2033 Series XX Xxxxx, on the first
business day preceding each date on which interest shall from time to time be
payable on the 1998C XXX Xxxxx; provided, that the obligation of the Company to
make payments with respect to the principal of, premium, if any, and interest on
the 2033 Series XX Xxxxx shall be fully or partially, as the case may be,
satisfied and discharged to the extent that at the time any such payment shall
be due, the
-12-
14
then due principal of, premium, if any, and interest on any of the 1998C XXX
Xxxxx shall have been fully or partially paid from payments made by the Company
under the Loan Agreement or from other moneys expressly available therefor in
the principal and interest account for the 1998C XXX Xxxxx under the XXX Xxxx
Indenture or, as far as principal is concerned, reduced by the principal amount
of any of the 1998C XXX Xxxxx deemed paid pursuant to Article X of the XXX Xxxx
Indenture. The principal of and the premium, if any, and interest on the 2033
Series XX Xxxxx shall be payable at the principal office of the Trustee, in the
City of Chicago, Illinois, or, at the option of the Company, at the "Principal
Office" (as that term is defined in the XXX Xxxx Indenture) of the EDA Loan
Trustee, in any coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public and private
debts.
Notwithstanding any other provision of the Indenture or of the 2033 Series
XX Xxxxx, payments of the principal of and the premium, if any, and interest on
any 2033 Series XX Xxxx may be made directly to the registered holder thereof
without presentation or surrender thereof or the making of any notation thereon
if there shall be filed with the Trustee a Certificate of the Company to the
effect that such registered holder (or the person for whom such registered
holder is a nominee) and the Company have entered into a written agreement that
payment shall be so made; provided, however, that before such registered holder
transfers or otherwise disposes of any 2033 Series XX Xxxx, such registered
holder will, at its election, either endorse thereon (or on a paper annexed
thereto) the principal amount thereof redeemed and the last date to which
interest has been paid thereon or make such Bond available to the Company at the
principal office of the Trustee for the purpose of making such endorsement
thereon.
The 2033 Series XX Xxxxx shall be subject to redemption at the option of
the Company or otherwise, in the manner provided in the applicable provisions of
Article Ten of the Indenture, as amended by Article IV of this Supplemental
Indenture.
The 2033 Series XX Xxxxx shall be excluded from the benefits of, and shall
not be subject to redemption through the operation of, a Mandatory Sinking Fund
pursuant to Section 11.02 of the Indenture and shall also be excluded from the
benefits of the covenants of Section 9.08 and Section 11.01 of the Indenture.
Notwithstanding the provisions of Section 10.04 or any other provision of
the Indenture, the selection of 2033 Series XX Xxxxx to be redeemed shall, in
case fewer than all of the outstanding 2033 Series XX Xxxxx are to be redeemed,
be made by the Trustee pro rata (to the nearest multiple of Five Thousand
Dollars ($5,000)) among the registered holders of the 2033 Series XX Xxxxx in
proportion, as nearly as practicable, to the respective unpaid principal amounts
of 2033 Series XX Xxxxx registered in the names of such holders, with
adjustments, to the extent practicable, to compensate for any prior redemption
not made exactly in such proportion (or otherwise as may be specified by a
written order signed by the registered holders of all outstanding 2033 Series XX
Xxxxx).
-13-
15
The definitive 2033 Series XX Xxxxx may be issued in the form of engraved
Bonds or Bonds printed or lithographed on steel engraved borders or Bonds in
typed form on normal bond paper. Subject to the foregoing provisions of this
Section and the provisions of Section 2.11 of the Indenture, all definitive 2033
Series XX Xxxxx shall be fully exchangeable for other Bonds of the same series,
of like aggregate principal amounts, and, upon surrender to the Trustee at its
principal office, shall be exchangeable for other Bonds of the same series of a
different authorized denomination or denominations, as requested by the holder
surrendering the same. The Company will execute, and the Trustee shall
authenticate and deliver, registered Bonds without coupons, whenever the same
shall be required for any such exchange.
Section 2.2. 2033 Series XX Xxxxx in the aggregate principal amount
of Eighteen Million Dollars ($18,000,000) 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 2033
Series XX Xxxxx shall be issued under Article Four, Five or Six without the
consent in writing of the holders of all the outstanding 2033 Series XX Xxxxx.
ARTICLE III
REDEMPTION OF THE 2033 SERIES XX XXXXX
Section 3.1. The following Section 10.77 and Section 10.78 be and
they hereby are added to Article Ten of the Indenture:
"Section 10.77. The 2033 Series XX Xxxxx shall be subject to mandatory
redemption as follows: payments of principal of and premium on the 2033 Series
XX Xxxxx shall be made to the EDA Loan Trustee to redeem 2033 Series XX Xxxxx in
such amounts as shall be necessary, in accordance with the provisions of the
Loan Agreement, to provide funds under the Loan Agreement to (a) make, when due,
payment at maturity (including, without limitation, maturity upon acceleration
of the 1998C XXX Xxxxx) and (b) make, when due, any prepayment required by the
Loan Agreement in connection with any mandatory or optional redemption of 1998C
XXX Xxxxx; provided, however, that the obligation of the Company to make any
redemption payments under this Section shall be fully or partially, as the case
may be, satisfied and discharged to the extent that at any time such payment
shall be due, the then due payment at maturity or redemption payment on any of
the 1998C XXX Xxxxx shall have been fully or partially made from payments made
by the Company under the Loan Agreement or from other moneys expressly available
therefor in a redemption account or subaccount for the 1998C XXX Xxxxx under the
XXX Xxxx Indenture or, as far as principal is concerned, reduced by the
principal amount of any 1998C XXX Xxxxx deemed paid pursuant to Article X of the
XXX Xxxx Indenture. Terms used and not defined in this
-14-
16
Section shall have the respective meanings given to them in the Twenty-Ninth
Supplemental Indenture dated as of April 1, 1998."
"Section 10.78. In the case of the redemption of 2033 Series XX Xxxxx
out of moneys deposited with the Trustee pursuant to Section 8.08, such 2033
Series XX Xxxxx shall, upon compliance with provisions of Section 10.04, and
subject to the provisions of Section 2.1 of the Twenty-Ninth Supplemental
Indenture, be redeemable at the principal amounts thereof, together with
interest accrued thereon to the date fixed for redemption, without premium."
ARTICLE IV
MISCELLANEOUS
Section 4.1. The Company is lawfully seized and possessed of all the
real estate, franchises and other property described or referred to in the
Indenture (except properties released from the lien of the Indenture pursuant to
the provisions thereof) as presently mortgaged, subject to the exceptions stated
therein, such real estate, franchises and other property are free and clear of
any lien prior to the lien of the Indenture except as set forth in the Granting
Clauses of the Indenture and the Company has good right and lawful authority to
mortgage the same as provided in and by the Indenture.
Section 4.2. The Trustee assumes no duties, responsibilities or
liabilities by reason of this Supplemental Indenture other than as set forth in
the Indenture, and this Supplemental Indenture is executed and accepted by the
Trustee subject to all the terms and conditions of its acceptance of the trust
under the Indenture, as fully as if said terms and conditions were herein set
forth at length.
Section 4.3. The terms used in this Supplemental Indenture shall have
the meanings assigned thereto in the Indenture. Reference by number in this
Supplemental Indenture to Articles or Sections shall be construed as referring
to Articles or Sections contained in the Indenture, unless otherwise stated.
Section 4.4. As amended and modified by this Supplemental Indenture,
the Indenture is in all respects ratified and confirmed and the Indenture and
this Supplemental Indenture shall be read, taken and construed as one and the
same instrument.
Section 4.5. Neither the approval by the Board of Public Utilities of
the State of New Jersey of the execution and delivery of this Supplemental
Indenture nor the approval by said Board of the issue of any Bonds under the
Indenture shall in any way be construed as the approval by said Board of any
other act, matter or thing which requires approval of said Board under the laws
of the State of New Jersey; nor shall approval by said Board of the issue of any
Bonds under the Indenture bind said Board or any other public body or authority
of the State of New Jersey having jurisdiction in the premises in any future
application for the issue of Bonds under the Indenture or otherwise.
-15-
17
Section 4.6. This Supplemental Indenture may be executed in any
number of counterparts and all said counterparts executed and delivered each as
an original shall constitute but one and the same instrument.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
-16-
18
NEW JERSEY NATURAL GAS COMPANY HEREBY DECLARES THAT IT HAS READ THIS
TWENTY-NINTH SUPPLEMENTAL INDENTURE, HAS RECEIVED A COMPLETELY FILLED-IN TRUE
COPY OF IT WITHOUT CHARGE AND HAS SIGNED THIS TWENTY-NINTH SUPPLEMENTAL
INDENTURE ON THE DATE CONTAINED IN ITS ACKNOWLEDGMENT HEREOF.
IN WITNESS WHEREOF, NEW JERSEY NATURAL GAS COMPANY, party of the first
part, has caused these presents to be signed in its corporate name by its
President or a Vice President and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and XXXXXX TRUST AND
SAVINGS BANK, party of the second part, in evidence of its acceptance of the
trust hereby created, has caused these presents to be signed in its corporate
name by one of its Vice Presidents and its corporate seal to be hereunto affixed
and attested by its Secretary or one of its Assistant Secretaries.
NEW JERSEY NATURAL GAS COMPANY
By
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice
President, Financial and Administrative Services
(Corporate Seal)
ATTEST:
------------------------------------
Xxxxx X. Xxxxxx
Secretary
-17-
19
Signed, sealed and delivered by NEW JERSEY NATURAL GAS COMPANY in the presence
of:
------------------------------------
Name:
------------------------------------
Name:
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
By
Name: X. Xxxxxxxxx
Title: Vice President
[Corporate Seal]
ATTEST:
------------------------------------
Name: X. Xxxxxxxx
Title: Assistant Secretary
Signed, sealed and delivered by XXXXXX
TRUST AND SAVINGS BANK in the
presence of:
------------------------------------
Name:
------------------------------------
Name:
-18-
20
STATE OF NEW JERSEY )
) SS:
COUNTY OF MONMOUTH )
BE IT REMEMBERED that on this _____ day of April 1998, before me, the
subscriber, an Attorney-at-Law of the State of New Jersey, and I hereby certify
that I am such an Attorney-at-Law as witness my hand, personally appeared Xxxxx
X. Xxxxxx to me known who, being by me duly sworn according to law, on her oath,
does depose and make proof to my satisfaction that she is the Secretary of NEW
JERSEY NATURAL GAS COMPANY, the grantor or mortgagor in the foregoing
Supplemental Indenture named; that she well knows the seal of said corporation;
that the seal affixed to said Supplemental Indenture is the corporate seal of
said corporation, and that it was so affixed in pursuance of resolutions of the
Board of Directors (including the Executive Committee of said Board) of said
corporation; that Xxxxxxx X. Xxxxxx is a Senior Vice President, Financial and
Administrative Services of said corporation; that she saw said Xxxxxxx X.
Xxxxxx, as such Senior Vice President, Financial and Administrative Services,
affix said seal thereto, sign and deliver said Supplemental Indenture, and heard
him declare that he signed, sealed and delivered the same as the voluntary act
and deed of said corporation, in pursuance of said resolutions, and that this
deponent signed her name thereto, at the same time, as attesting witness.
--------------------------------
Xxxxx X. Xxxxxx
Secretary
Subscribed and sworn to before me,
an Attorney-at-Law of the State of
New Jersey, at Wall, New Jersey,
the day and year aforesaid.
------------------------------------
Name:
Attorney-at-Law of the
State of New Jersey
-19-
21
STATE OF ILLINOIS )
) SS:
COUNTY OF XXXX )
BE IT REMEMBERED that on this ____ day of April 1998, before me, the
subscriber, a Notary Public of the State of Illinois, personally appeared X.
Xxxxxxxx to me known who, being by me duly sworn according to law, on her oath,
does depose and make proof to my satisfaction that she is an Assistant Secretary
of XXXXXX TRUST AND SAVINGS BANK, the grantee or mortgagee and trustee in the
foregoing Supplemental Indenture named; that she well knows the seal of said
corporation; that the seal affixed to said Supplemental Indenture is the
corporate seal of said corporation, and that it was so affixed in pursuance of a
resolution of the Board of Directors of said corporation; that X. Xxxxxxxxx is a
Vice President of said corporation; that she saw said X. Xxxxxxxxx as such Vice
President affix said seal thereto, sign and deliver said Supplemental Indenture,
and heard said X. Xxxxxxxxx declare that she signed, sealed and delivered the
same as the voluntary act and deed of said corporation, in pursuance of said
resolution, and that this deponent signed her name thereto, at the same time, as
attesting witness.
---------------------------------
Name: X. Xxxxxxxx
Title: Assistant Secretary
Subscribed and sworn to before
me a Notary Public of the State
of Illinois at Chicago, the day
and year aforesaid.
------------------------------------
Notary Public of the State of Illinois
[SEAL]
-20-
