Exhibit 4-30
SUPPLEMENTAL MORTGAGE
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Supplemental Indenture
Dated ______________
----------
SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE
DATED AUGUST 1, 1924
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PUBLIC SERVICE ELECTRIC AND GAS COMPANY
TO
US BANK NATIONAL ASSOCIATION
Trustee
00 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
----------
PROVIDING FOR THE ISSUE OF
$______________ FIRST AND REFUNDING MORTGAGE BONDS,
______________ SERIES ______ DUE __________
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RECORD IN MORTGAGE BOOK AND RETURN TO:
, ESQ.
00 XXXX XXXXX, X0X
XXXXXX, X.X. 00000-0000
Prepared by
-----------------------
(______________, ESQ.)
TABLE OF CONTENTS
Page
RECITALS......................................................................
FORM OF BOND..................................................................
FORM OF CERTIFICATE OF AUTHENTICATION.........................................
GRANTING CLAUSES..............................................................
ARTICLE I.
BONDS OF THE ______________ SERIES __.
DESCRIPTION OF SERIES.........................................................
ARTICLE II.
REDEMPTION OF BONDS OF THE ______________ SERIES __.
SECTION 2.01. Redemption--Redemption Price................................
SECTION 2.02. Redemptions Pursuant to Section 4C of
Article Eight of the Indenture............................
SECTION 2.03. Interest on Called Bonds to Cease...........................
SECTION 2.04. Bonds Called in Part........................................
SECTION 2.05. Provisions of Indenture Not Applicable......................
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of ______________ Series __ ........
SECTION 3.02. Authentication Agent........................................
SECTION 3.03. Additional Restrictions on Authentication of
Additional Bonds Under Indenture..........................
SECTION 3.04. Restriction on Dividends....................................
SECTION 3.05. Use of Facsimile Seal and Signatures........................
SECTION 3.06. Time for Making of Payment..................................
SECTION 3.07. Effective Period of Supplemental Indenture..................
SECTION 3.08 Effect of Approval of Board of Public Utilities
of the State of New Jersey................................
Section 3.09. Execution in Counterparts...................................
ACKNOWLEDGEMENTS..............................................................
CERTIFICATE OF RESIDENCE......................................................
SUPPLEMENTAL INDENTURE, dated the ___ day of __________, for convenience
of reference and effective from the time of execution and delivery hereof,
between PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a corporation organized under
the laws of the State of New Jersey, hereinafter called the "Company", party of
the first part, and US Bank National Association, a national banking association
organized under the laws of the United States of America, as successor Trustee
to Wachovia Bank, National Association (previously known as Fidelity Union Trust
Company) under the indenture dated August 1, 1924, below mentioned, hereinafter
called the "Trustee", party of the second part.
WHEREAS, on July 25, 1924, the Company executed and delivered to FIDELITY
UNION TRUST COMPANY, a certain indenture dated August 1, 1924 (hereinafter
called the "Indenture") to secure and to provide for the issue of First and
Refunding Mortgage Gold Bonds of the Company; and
WHEREAS, the Indenture has been recorded in the following counties of the
State of New Jersey, in the offices, and therein in the books and at the pages,
as follows:
Page
County Office Book Number Number
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Atlantic Clerk's 1955 of Mortgages 160
Bergen Clerk's 94 of Chattel Mortgages 123 etc.
Burlington Clerk's 693 of Mortgages 88 etc.
52 of Chattel Mortgages Folio 8 etc.
Camden Register's 177 of Mortgages Folio 354 etc.
45 of Chattel Mortgages 184 etc.
Cumberland Clerk's 239 of Mortgages 1 etc.
786 of Mortgages 638 & c.
Essex Register's 437 of Chattel Mortgages 1-48
T-51 of Mortgages 341-392
Gloucester Clerk's 34 of Chattel Mortgages 123 etc.
Xxxxxx Register's 142 of Mortgages 7 etc.
453 of Chattel Mortgages 9 etc.
1245 of Mortgages 484, etc.
Hunterdon Clerk's 151 of Mortgages 344
Xxxxxx Clerk's 67 of Chattel Mortgages 1 etc.
Middlesex Clerk's 384 of Mortgages 1 etc.
113 of Chattel Mortgages 3 etc.
437 of Mortgages 294 etc.
Monmouth Clerk's 951 of Mortgages 291 & x.
Xxxxxx Clerk's N-3 of Chattel Mortgages 446 etc.
F-10 of Mortgages 269 etc.
Ocean Clerk's 1809 of Mortgages 40
Passaic Register's M-6 of Chattel Mortgages 178, etc.
Salem Clerk's R-13 of Mortgages 268 etc.
267 of Mortgages 249 etc.
Somerset Clerk's 46 of Chattel Mortgages 207 etc.
N-10 of Mortgages 1 etc.
Sussex Clerk's 123 of Mortgages 10 & c.
Union Register's 9584 of Mortgages 259 etc.
Xxxxxx Clerk's 124 of Mortgages 141 etc.
2
and
WHEREAS, the Indenture has also been recorded in the following counties of
the Commonwealth of Pennsylvania, in the offices, and therein in the books and
at the pages, as follows:
Page
County Office Book Number Number
--------------------------------------------------------------------------
Xxxxx Recorder's 22 of Mortgages 105
Xxxxxxxxx Recorder's 208 of Mortgages 381
Bedford Recorder's 90 of Mortgages 917
Xxxxx Recorder's 671 of Mortgages 430
Cambria Recorder's 407 of Mortgages 352
Cumberland Recorder's 500 of Mortgages 136
Franklin Recorder's 285 of Mortgages 373
Huntington Recorder's 128 of Mortgages 47
Indiana Recorder's 197 of Mortgages 281
Lancaster Recorder's 984 of Mortgages 1
Xxxxxxxxxx Recorder's 5053 of Mortgages 1221
Xxxxxxxxxxxx Recorder's 1281 of Mortgages 198
York Recorder's 31-V of Mortgages 446
and
WHEREAS, the Indenture granted, bargained, sold, aliened, remised,
released, conveyed, confirmed, assigned, transferred and set over unto the
Trustee certain property of the Company, more fully set forth and described in
the Indenture, then owned or which might thereafter be acquired by the Company;
and
WHEREAS, the Company, by various supplemental indentures, supplemental to
the Indenture, the last of which was dated ______________, has granted,
bargained, sold, aliened, remised, released, conveyed, confirmed, assigned,
transferred and set over unto the Trustee certain property of the Company
acquired by it after the execution and delivery of the Indenture; and
WHEREAS, since the execution and delivery of said supplemental indenture
dated _____________, the Company has acquired property which, in accordance with
the provisions of the Indenture, is subject to the lien thereof and the Company
desires to confirm such lien; and
WHEREAS, the Indenture has been amended or supplemented from time to time;
and
WHEREAS, it is provided in the Indenture that no bonds other than those of
the 5-1/2% Series due 1959 therein authorized may be issued thereunder unless a
supplemental indenture providing for the issue of such additional bonds shall
have been executed and delivered by the Company to the Trustee; and
WHEREAS, the Company desires to provide for the issue of $___________
principal amount of bonds to be secured by said Indenture of a series to be
designated as "First and Refunding Mortgage Bonds, ______________ Series __ due
____" (hereinafter sometimes called "______________ Series __"); and
WHEREAS, the text of the Bonds of the ______________ Series __ and of the
certificate of authentication to be borne by the Bonds of the ______________
Series __ shall be substantially of the following tenor:
3
[FORM OF BOND]
[FACE]
REGISTERED
REGISTERED
NUMBER
AMOUNT
RV $
____________
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
______________ SERIES __ DUE ____
Public Service Electric and Gas Company (hereinafter called the
"Company"), a corporation of the State of New Jersey, for value received, hereby
promises to pay to _______________________, or registered assigns, on the
surrender hereof, the principal sum of ___________ Million Dollars, on
___________, and to pay interest thereon from the date hereof, at an annual rate
of ___________ ___________% reset and calculated as more fully set forth on the
reverse hereof, and until payment of said principal sum, such interest to be
payable _________, ___________, ___________ and ___________ in each year
beginning ___________.
Both the principal hereof and interest hereon shall be paid at the
principal corporate trust office of US Bank National Association in the City of
Morristown, State of New Jersey, or (at the option of the registered owner) at
the corporate trust office or agency of any paying agent appointed by the
Company, in such coin or currency of the United States of America as at the time
of payment shall constitute legal tender for the payment of public and private
debts.
IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed
by its proper officers under its corporate seal.
Dated
PUBLIC SERVICE ELECTRIC AND GAS COMPANY,
By
----------------------------------
(Vice) President
(Seal)
Attest:
----------------------------------
(Assistant) Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated therein which is
described in the within-mentioned indenture and supplemental indenture dated
___________, as secured thereby.
US BANK NATIONAL ASSOCIATION, TRUSTEE,
By
----------------------------------
Authorized Signatory
4
(FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION)
ALTERNATE CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated therein which are
described in the within-mentioned indenture and supplemental indenture
dated ___________, as secured thereby.
US BANK NATIONAL ASSOCIATION, TRUSTEE
By
-------------------------------------------
Authenticating Agent
By
-------------------------------------------
Authorized Signatory
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
______________ SERIES __ DUE ____
This Bond is one of the First and Refunding Mortgage Bonds of the Company
issued and to be issued under and pursuant to, and all equally secured by, an
indenture of mortgage or deed of trust dated August 1, 1924, as supplemented and
amended by supplemental indentures thereto, including the Supplemental Indenture
dated ___________, duly executed by the Company and US Bank National Association
as Trustee. This Bond is one of the Bonds of the ______________ Series __ due
____, which series is limited to the aggregate principal amount of $___________
and is issued pursuant to said Supplemental Indenture dated ___________.
Reference is hereby made to said indenture and all supplements thereto for a
specification of the principal amount of Bonds from time to time issuable
thereunder, and for a description of the properties mortgaged and conveyed or
assigned to said Trustee or its successors, the nature and extent of the
security, and the rights of the holders of said Bonds and any coupons
appurtenant thereto, and of the Trustee in respect of such security.
In and by said indenture, as amended and supplemented, it is provided that
with the written approval of the Company and the Trustee, any of the provisions
of said indenture may from time to time be eliminated or modified and other
provisions may be added thereto provided the change does nor alter the annual
interest rate, redemption price or date, date of maturity or amount payable on
maturity of any then outstanding Bond or conflict with the Trust Indenture Act
of 1939 as then in effect, and provided the holders of 85% in principal amount
of the Bonds secured by said indenture and then outstanding (including, if such
change affect the Bonds of one or more series but less than all series then
outstanding, a like percentage of the then outstanding Bonds of each series
affected by such change, and excluding Bonds owned or controlled by the Company
or by the parties owning at least 10% of the outstanding voting stock of the
Company, as more fully specified in said indenture) consent in writing thereto,
all as more fully set forth in said indenture, as amended and supplemented.
First and Refunding Mortgage Bonds issuable under said indenture are
issuable in series, and the Bonds of any series may be for varying principal
amounts and in the form of coupon bonds and of registered bonds without coupons,
and the Bonds of any one series may differ from the Bonds of any other series as
to date, maturity, interest rate and otherwise, all as in said indenture
provided and set forth. The Bonds of the ______________ Series __ due ____, in
which this Bond is included, are designated "First and Refunding Mortgage Bonds,
______________ Series __ due ____".
5
In case of the happening of an event of default as specified in said
indenture and said supplemental indenture dated March 1, 1942, the principal sum
of the Bonds of this series may be declared or may become due and payable
forthwith, in the manner and with the effect in said indenture provided.
The Bonds of this series are subject to redemption as provided in the
Supplemental Indenture dated ______________.
6
This Bond is transferable, but only as provided in said indenture, upon
surrender hereof, by the registered owner in person or by attorney duly
authorized in writing, at any office where the principal hereof and interest
hereon are payable; upon any such transfer a new Bond similar hereto will be
issued to the transferee. No service charge shall be made for any such transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto.
The Company and the Trustee hereunder and any paying agent may deem and treat
the person in whose name this Bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of the principal hereof
and the interest hereon and for all other purposes; and neither the Company nor
the Trustee hereunder nor any paying agent shall be affected by any notice to
the contrary.
The Bonds of this series are issuable only in fully registered form, in
denominations of $_____ and any multiple of $_____. Such fully registered Bonds
of the several denominations may be exchanged for fully registered Bonds of
other authorized denominations, but only as provided in said indenture, upon
surrender thereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal thereof and
interest thereon are payable. No service charge shall be made for any such
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.
The Company shall not be required to issue or make transfers or exchanges
of Bonds of this series for a period of ten days next preceding any interest
payment date or next preceding the date of any drawing of such Bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such Bonds drawn in whole or in part for such redemption.
No recourse under or upon any obligation, covenant or agreement contained
in said indenture or in any indenture supplemental thereto, or in any Bond
issued thereunder, or because of any indebtedness arising thereunder, shall be
had against any incorporator, or against any past, present or future
stockholder, officer, or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, it being expressly agreed and understood that said indenture, any
indenture supplemental thereto and the obligations issued thereunder, are solely
corporate obligations, and that no personal liability whatever shall attach to,
or be incurred by, such incorporators, stockholders, officers or directors, as
such, of the Company, or of any successor corporation, or any of them, because
of the incurring of the indebtedness thereby authorized, or under or by reason
of any of the obligations, covenants or agreements contained in the indenture or
in any indenture supplemental thereto or in any of the Bonds issued thereunder,
or implied therefrom.
This Bond shall not be entitled to any security or benefit under said
indenture, as amended and supplemented, and shall not become valid or obligatory
for any purpose, until the certificate of authentication, hereon endorsed, shall
have been signed by US Bank National Association as Trustee, or by its successor
in trust under said indenture.
WHEREAS, the execution and delivery of this supplemental indenture have
been duly authorized by the Board of Directors of the Company; and
WHEREAS, the Company represents that all things necessary to make the bond
of the series hereinafter described, when duly authenticated by the Trustee and
issued by the Company, a valid, binding and legal obligation of the Company, and
to make this supplemental indenture a valid and binding agreement supplemental
to the Indenture, have been done and performed:
7
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that the Company,
in consideration of the premises and the execution and delivery by the Trustee
of this supplemental indenture, and in pursuance of the covenants and agreements
contained in the Indenture and for other good and valuable consideration, the
receipt of which is hereby acknowledged, has granted, bargained, sold, aliened,
remised, released, conveyed, confirmed, assigned, transferred and set over, and
by these presents does grant, bargain, sell, alien, remise, release, convey,
confirm, assign, transfer and set over unto the Trustee, its successors and
assigns, forever, all the right, title and interest of the Company in and to all
property of every kind and description (except cash, accounts and bills
receivable and all merchandise bought, sold or manufactured for sale in the
ordinary course of the Company's business, stocks, bonds or other corporate
obligations or securities, other than such as are described in Part V of the
Granting Clauses of the Indenture, not acquired with the proceeds of bonds
secured by the Indenture, and except as in the Indenture and herein otherwise
expressly excluded) acquired by the Company since the execution and delivery of
the supplemental indenture dated ___________, subsequent to the Indenture
(except any such property duly released from, or disposed of, free from the lien
of the Indenture, in accordance with the provisions thereof) and all such
property which at any time hereafter may be acquired by the Company;
All of which property it is intended shall be included in and granted by
this supplemental indenture and covered by the lien of the Indenture as
heretofore and hereby amended and supplemented;
UNDER AND SUBJECT to any encumbrances or mortgages existing on property
acquired by the Company at the time of such acquisition and not heretofore
discharged of record; and
SUBJECT also, to the exceptions, reservations and provisions in the
Indenture and in this supplemental indenture recited, and to the liens,
reservations, exceptions, limitations, conditions and restrictions imposed by or
contained in the several deeds, grants, franchises and contracts or other
instruments through which the Company acquired or claims title to the aforesaid
property; and Subject, also, to the existing leases, to liens on easements or
rights of way, to liens for taxes, assessments and governmental charges not in
default or the payment of which is deferred, pending appeal or other contest by
legal proceedings, pursuant to Section 4 of Article Five of the Indenture, or
the payment of which is deferred pending billing, transfer of title or final
determination of amount, to easements for alleys, streets, highways, rights of
way and railroads that may run across or encroach upon the said property, to
joint pole and similar agreements, to undetermined liens and charges, if any,
incidental to construction, and other encumbrances permitted by the Indenture as
heretofore and hereby amended and supplemented;
TO HAVE AND TO HOLD the property hereby conveyed or assigned, or intended
to be conveyed or assigned, unto the Trustee, its successor or successors and
assigns, forever;
IN TRUST, NEVERTHELESS, upon the terms, conditions and trusts set forth in
the Indenture as heretofore and hereby amended and supplemented, to the end that
the said property shall be subject to the lien of the Indenture as heretofore
and hereby amended and supplemented, with the same force and effect as though
said property had been included in the Granting Clauses of the Indenture at the
time of the execution and delivery thereof;
AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH that for the
considerations aforesaid, it is hereby covenanted between the Company and the
Trustee as follows:
ARTICLE I.
BONDS OF THE ______________ SERIES __.
The series of bonds authorized by this supplemental indenture to be issued
under and secured by the Indenture shall be designated "First and Refunding
Mortgage Bonds, ______________ Series __ due ____"; shall be limited to the
aggregate principal amount of $____________; shall mature on ___________; shall
bear interest at a rate and on the dates set forth in the form of the Bond
hereinbefore described, shall be payable as to both principal and interest in
such coin or currency of the United States of America as at the time of payment
shall constitute legal tender for the payment of public and private debts, at
the principal corporate trust office of US Bank National Association, or at the
corporate trust office of any paying agent appointed, and shall be issuable only
in the form of fully registered bonds in the denominations of $_____ and any
multiple of $_____ and the several denominations shall be interchangeable.
8
The Company shall not be required to issue or make transfers or exchanges
of bonds of the _____________ Series __ for a period of ten days next preceding
any interest payment date or next preceding the date of any drawing of such
bonds to be redeemed, and the Company shall not be required to make transfers or
exchanges of any such bonds drawn in whole or in part for such redemption.
Bonds of the ______________ Series __ shall be transferable and
exchangeable, but only as provided in the Indenture, upon surrender thereof for
cancellation by the registered owner in person or by attorney duly authorized in
writing at either of said offices. The Company hereby waives any right to make a
charge for any transfer or exchange of Bonds of the _____________ Series __, but
the Company may require payment of a sum sufficient to cover any tax or any
other governmental charge that may be imposed in relation thereto.
ARTICLE II.
REDEMPTION OF BONDS OF ______________ SERIES __.
SECTION 2.01. Redemption--Redemption Prices. Bonds of the ______________
Series __ shall be subject to redemption at any time:
a) as a whole at any time on or after ___________, or in part from time
to time on any interest payment date on or after ___________ at the
election of the Company as provided in Section 2.02 hereof, upon
payment of 100% of the principal amount of the bonds of the
______________ Series __ to be redeemed (said amount (exclusive of
accrued interest) is herein referred to as the "regular redemption
price");
(b) at any time by the application of any proceeds of released property
or other money held by the Trustee and which, pursuant to Section 4C
of Article Eight of the Indenture, as amended and supplemented, is
applied to the redemption of bonds of the ______________ Series __,
upon payment of 100% of the principal amount thereof specified as
the "Special Redemption Price" in the form of Bond hereinbefore set
forth (said amount (exclusive of accrued interest) is herein
referred to as the "special redemption price");
together in each case with accrued interest to the date fixed for
redemption.
SECTION 2.02. Redemption at Election of Company. The election of the
Company to redeem any of the bonds of the ______________ Series __ shall be
evidenced by a resolution of the Board of Directors of the Company calling for
redemption on an interest payment date all or a stated principal amount thereof.
Any such call may be conditioned upon the deposit with the Trustee, on or before
such redemption date, of the total regular redemption price of the bonds so
called, with accrued interest thereon to the redemption date. At least 40 days
prior to such redemption date (or at such later time as shall be satisfactory to
the Trustee) the Company shall file with the Trustee a certified copy of such
resolution. Unless such call shall be conditioned upon the deposit of the
regular redemption price and accrued interest with the Trustee on or before the
redemption date and unless the notice below provided for shall so state, the
Company shall on or before such redemption date deposit with the Trustee the
total regular redemption price of all the bonds so called, with accrued interest
thereon to the redemption date.
If the Company elects to redeem less than all of the bonds of the
______________ Series __, the particular bonds or portions thereof to be
redeemed shall, upon request of the Company, be drawn by lot by the Trustee,
according to such method as it shall deem proper, from the bonds of said series
then outstanding. The Trustee shall certify to the Company the serial numbers of
the bonds so drawn.
The Company shall thereupon give notice of such redemption, in the manner
and substantially in the form provided in Section 2.03 hereof to be given in the
case of bonds of the ______________ Series __ called pursuant to Section 4C of
Article Eight of the Indenture, except that (1) such notice shall state that the
bonds specified have been called for redemption at the election of the Company,
and that they will be payable on the date specified in the resolution of the
Board of Directors of the Company at a stated amount (which shall be the regular
redemption price plus any accrued and unpaid interest to the redemption date),
(2) if all the bonds of the ______________ Series __ be called, the notice shall
so state and may omit the serial numbers thereof, (3) if the date fixed for
redemption be other than an interest payment date, the notice shall state that
the bonds will be payable at the regular redemption price plus accrued interest
to the redemption date, (4) the mailing of such notice to registered owners of
bonds of said series shall take place not less than 30 nor more than 40 days in
advance of the date fixed for redemption, but failure
9
duly to give such notice of redemption to the registered owner of any bond
called for redemption in whole or in part shall not affect the validity of the
proceedings for the redemption of any other bond, and (5) if the call of such
bonds for redemption shall have been conditioned upon the deposit of the regular
redemption price and accrued interest with the Trustee on or before the
redemption date, as above permitted, the notice shall so state, and shall state
that unless such deposit is made on or before such date the call for redemption
and the notice shall be of no effect.
Before any money shall be applied by the Trustee to the redemption of
bonds under this Section, the Company shall deliver to the Trustee a certificate
or opinion by the President or a Vice President of the Company and an opinion of
counsel, stating that all conditions precedent provided for herein (including
any covenants compliance with which constitutes a condition precedent) relating
to such redemption have been complied with.
SECTION 2.03. Redemptions Pursuant to Section 4C of Article Eight of the
Indenture. If, pursuant to Section 4C of Article Eight of the Indenture, as
amended and supplemented, any proceeds of released property or other money then
held by the Trustee shall be applied to the redemption of the bonds of the
______________ Series __, the Trustee not later than 30 days prior to the
applicable redemption date, shall draw by lot according to such method as it
shall deem proper, from all the bonds of the ______________ Series __ then
outstanding, such principal amount thereof as is to be redeemed. Bonds of said
series so redeemed shall be cancelled.
After such drawing the Trustee shall, not later than 30 nor more than 40
days in advance of the date fixed for redemption, give, in the name of the
Company, notice by mail that bonds of the ______________ Series __ bearing the
serial numbers specified have been called for redemption pursuant to said
Section 4C of Article Eight, that they will be due and payable on such
redemption date, at the principal corporate trust office of the Trustee or at
the corporate trust office of any paying agent appointed, at a stated amount
(which shall be the Special Redemption Price (plus any accrued and unpaid
interest to the redemption date), that, if the date fixed for redemption be
other than an interest payment date, the bonds will be payable at the Special
Redemption Price, plus accrued interest to the redemption date, and that all
interest thereon will cease to accrue after said date. Such notice shall be
mailed to the registered owners of the bonds so called, at their respective
addresses as the same may appear on the registry books. Failure duly to give
such notice of redemption to the registered owner of any bond called for
redemption in whole or in part shall not affect the validity of the proceedings
for the redemption of any other bond.
SECTION 2.04. Called Bonds to be Surrendered--Interest to Cease. Each bond
or portion thereof of the ______________ Series __ so called under either
Section 2.02 or 2.03 hereof shall be due and payable (upon surrender thereof) at
the places and price and on the date specified in such notice, anything herein
or in such bond to the contrary notwithstanding. From and after the date when
each bond or portion thereof of the ______________ Series __ shall be due and
payable as aforesaid (unless upon said date the full amount due thereon shall
not be held by the Trustee and be immediately available for payment), all
further interest shall cease to accrue on such bond or on such portion thereof,
as the case may be.
SECTION 2.05. Bonds Called in Part. If only a portion of any bond of the
______________ Series __ shall be drawn by lot by the Trustee pursuant to
Section 2.02 or 2.03 hereof, the notice of redemption hereinbefore provided for
shall specify the serial number of such bond and the portion of the principal
amount thereof to be redeemed. Upon surrender of such bond for partial
redemption and upon payment of the portion so called for redemption, a new bond
or bonds of the ______________ Series __, in aggregate principal amount equal to
the unredeemed portion of such surrendered bond, shall be executed by the
Company, authenticated by or on behalf of the Trustee, and delivered to the
registered owner thereof, without expense to such owner.
SECTION 2.06. Provisions of Indenture Not Applicable. There shall be no
sinking fund for the bonds of ______________ Series __. The provisions of
Article Four of the Indenture, as amended and supplemented, shall not apply to
the procedure for the exercise of any right of redemption reserved by the
Company in this Article in respect of the bonds of the ______________ Series __.
10
ARTICLE III
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of ______________ Series __. None of
the Bonds of the ______________ Series __, the issue of which is provided for by
this supplemental indenture, shall be authenticated by or on behalf of the
Trustee except in accordance with the provisions of the Indenture, as amended
and supplemented, and this supplemental indenture, and upon compliance with the
conditions in that behalf therein contained.
SECTION 3.02. Authenticating Agent. As long as any of the bonds of the
______________ Series __ remain outstanding, the Trustee may appoint an
authenticating agent to act on its behalf and subject to its direction in
connection with the authentication of bonds of the ______________ Series __.
Such authenticating agent shall be appointed by the Trustee by an instrument in
writing and shall have no responsibility or liability for any action taken by it
at the direction of the Trustee. Such authenticating agent shall at all times be
a corporation organized and doing business under the laws of the United States
or of any State or Territory or of the District of Columbia authorized under
such laws to act as authenticating agent, having a combined capital and surplus
of at least $5,000,000, subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority and, if there be such a
corporation willing and able to act as authenticating agent on reasonable and
customary terms, having its principal office and place of business in The City
of New York. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 3.02 the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.
Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate agency business
of any authenticating agent, shall continue to be the authenticating agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the authenticating agent.
Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee may appoint a successor
authenticating agent. The Trustee shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all registered
owners of the bonds of the ______________ Series __, at their respective
addresses as the same may appear on the registry books. Any successor
authenticating agent, upon acceptance of its appointment, shall become vested
with all the rights, powers, duties and responsibilities of its predecessor,
with like effect as if originally appointed authenticating agent. No successor
authenticating agent shall be appointed unless eligible under the provisions of
this Section 3.02.
The Trustee agrees to pay to the authenticating agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments as provided in the Indenture.
SECTION 3.03. Additional Restrictions on Authentication of Additional
Bonds Under Indenture. The Company covenants that from and after the date of
execution of this supplemental indenture no additional bonds (as defined in
Section 1 of Article Two of the Indenture) shall be authenticated and delivered
by the Trustee under Subdivision A of Section 4 of said Article Two on account
of additions or improvements to the mortgaged property;
(1) unless the net earnings of the Company for the period required
by Subdivision C of Section 6 of said Article Two shall have been at least
twice the fixed charges (in lieu of 1-3/4 times such fixed charges, as
required by said Subdivision C); and for the purpose of this condition (a)
such fixed charges shall in each case include interest on the bonds
applied for, notwithstanding the parenthetical provision contained in
clause (4) of said Subdivision C, and (b) in computing such net earnings
there shall be included in expenses of operation (under paragraph (c) of
said Subdivision C) all charges against earnings for depreciation,
renewals or replacements, and all certificates with respect to net
earnings delivered to the Trustee in connection with any authentication of
additional bonds under said Article Two shall so state; and
(2) except to the extent of 60% (in lieu of 75% as permitted by
Subdivision A of Section 7 of said Article Two) of the cost or fair value
to the Company of the additions or improvements forming the basis for such
authentication of additional bonds.
11
SECTION 3.04. Restriction on Dividends. The Company will not declare or
pay any dividend on any shares of its common stock (other than dividends payable
in shares of its common stock) or make any other distribution on any such
shares, or purchase or otherwise acquire any such shares (except shares acquired
without cost to the Company) whenever such action would reduce the earned
surplus of the Company to an amount less than $10,000,000 or such lesser amount
as may remain after deducting from said $10,000,000 all amounts appearing in the
books of account of the Company on December 31, 1948, which shall thereafter,
pursuant to any order or rule of any regulatory body entered after said date, be
required to be removed, in whole or in part, from the books of account of the
Company by charges to earned surplus.
SECTION 3.05. Use of Facsimile Seal and Signatures. The seal of the
Company and any or all signatures of the officers of the Company upon any of the
Bonds of the ______________ Series __ may be facsimiles.
SECTION 3.06. Time for Making of Payment. All payments of principal or
redemption price of, and interest on, the Bonds of the ______________ Series __
shall be made either prior to the due date thereof or on the due date thereof in
immediately available funds. If any interest payment date (other than a stated
maturity or redemption date) would otherwise be a day that is not a business
day, such interest payment date shall be postponed to the next succeeding day
that is a business day. If the stated maturity or redemption date of this Bond
would otherwise be a day that is not a business day, such stated maturity or
redemption date, as the case may be, will be the next succeeding day that is a
business day, and no additional interest shall accrue as a result of such
delayed payment.
SECTION 3.07. Effective Period of Supplemental Indenture. The preceding
provisions of Articles I, II and III of this supplemental indenture shall remain
in effect only so long as any of the Bonds of the ______________ Series __ shall
remain outstanding.
SECTION 3.08. Effect of Approval of Board of Public Utilities of the State
of New Jersey. The approval of the Board of Public Utilities of the State of New
Jersey of the execution and delivery of these presents and of the issue of any
Bond of the ______________ Series __ shall not be construed as approval of said
Board of any other act, matter or thing which requires approval of said Board
under the laws of the State of New Jersey.
SECTION 3.09. Execution in Counterparts. For the purpose of facilitating
the recording hereof, this supplemental indenture has been executed in several
counterparts, each of which shall be and shall be taken to be an original, and
all collectively but one instrument.
12
IN WITNESS WHEREOF, Public Service Electric and Gas Company, party hereto
of the first part, after due corporate and other proceedings, has caused this
supplemental indenture to be signed and acknowledged or proved by its President
or one of its Vice Presidents and its corporate seal hereunto to be affixed and
to be attested by the signature of its Secretary or an Assistant Secretary; and
US Bank National Association, as Trustee, party hereto of the second part, has
caused this supplemental indenture to be signed and acknowledged or proved by
its President or one of its Vice Presidents, and its corporate seal to be
hereunto affixed and to be attested by the signature of its Secretary, Assistant
Secretary, Vice President, or an Assistant Vice President. Executed and
delivered this ____ day of ___________.
Attest:
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By ____________________________
-----------------------------------------
__________________
Vice President
Attest:
_______________________
-----------------------------------
__________________
Assistant Secretary
US BANK NATIONAL ASSOCIATION
By _____________________________
-----------------------------------------
__________________
Vice President
Attest:
_______________________
-----------------------------------
__________________
Vice President
00
XXXXX XX XXX XXXXXX )
SS:)
COUNTY OF ESSEX )
Be it Remembered, that on this ___ day of ___________, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared
___________, who, I am satisfied, is a Vice President of Public Service Electric
and Gas Company, one of the corporations named in and which executed the
foregoing instrument, and is the person who signed the said instrument as such
officer, for and on behalf of such corporation, and I having first made known to
him the contents thereof, he did acknowledge that he signed the said instrument
as such officer, that the said instrument was made by such corporation and
sealed with its corporate seal, that the said instrument is the voluntary act
and deed of such corporation, made by virtue of authority from its Board of
Directors, and that said corporation the mortgagor, has received a true copy of
said instrument.
___________________
-----------------------------------------
_______________________
Notary Public of New Jersey
My Commission Expires
STATE OF NEW JERSEY )
SS:)
COUNTY OF ESSEX )
Be it Remembered, that on this ___ day of ___________, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared
___________, who, I am satisfied, is a Vice President of US Bank National
Association, one of the corporations named in and which executed the foregoing
instrument, and is the person who signed the said instrument as such officer,
for and on behalf of such corporation, and I having first made known to him the
contents thereof, he did acknowledge that he signed the said instrument as such
officer, that the said instrument was made by such corporation and sealed with
its corporate seal, and that the said instrument is the voluntary act and deed
of such corporation, made by virtue of authority from its Board of Directors.
___________________
-----------------------------------------
_______________________
Notary Public of New Jersey
My Commission Expires ___________
14
CERTIFICATE OF RESIDENCE
US Bank National Association, Mortgagee and Trustee within named, hereby
certifies that its precise residence is 00 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000.
US BANK NATIONAL ASSOCIATION
By _____________________
----------------------------------------
_________________________
Vice President