Exhibit 4-D
SOUTH CAROLINA ELECTRIC & GAS COMPANY
TO
CHEMICAL BANK,
Trustee
FIFTY-SECOND SUPPLEMENTAL INDENTURE
(SUPPLEMENTAL TO INDENTURE OF SOUTH CAROLINA POWER COMPANY
DATED AS OF JANUARY 1, 1945)
PROVIDING FOR
FIRST AND REFUNDING MORTGAGE BONDS,
SERIES B DUE DECEMBER 31, 2093
ISSUED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY, AS SUCCESSOR
CORPORATION
TO SOUTH CAROLINA POWER COMPANY
Dated as of July l, 1993
THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO
CHEMICAL BANK, AS TRUSTEE, DATED APRIL 1, 1945 (THE "INDENTURE"),
RECORDED IN THE RMC OFFICE OF THIS COUNTY AS DESCRIBED ON EXHIBIT
A HERETO, AS HERETOFORE AMENDED AND SUPPLEMENTED AND AS AMENDED
AND SUPPLEMENTED BY THIS FIFTY-SECOND SUPPLEMENTAL INDENTURE
THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE OF, THE
PROVISIONS OF SECTIONS 29-1-10 AND 29-3-80, S. C. CODE OF LAWS (1976),
AS AMENDED. THE LIEN OF THE INDENTURE, AS SUPPLEMENTED OR
AMENDED FROM TIME TO TIME, SHALL CONTINUE UNTIL SATISFIED OR
RELEASED OF RECORD REGARDLESS OF WHETHER OR NOT SUCH INDENTURE
STATES A MATURITY DATE. FURTHER, AS SET FORTH IN THE INDENTURE,
THE LIEN AFFECTS AFTER-ACQUIRED PROPERTY.
44
THIS FIFTY-SECOND SUPPLEMENTAL INDENTURE, dated as of July
1, 1993, made and entered into by and between SOUTH CAROLINA
ELECTRIC & GAS COMPANY, a corporation organized and existing
under the laws of the State of South Carolina, with its principal
place of business in Columbia, Richland County, South Carolina
(the "Company"), party of the first part, and CHEMICAL BANK
(successor to Central Hanover Bank and Trust Company), a
corporation organized and existing under the laws of the State of
New York, with its principal office in the Borough of Manhattan,
The City of New York (the "Trustee"), as Trustee under the
Indenture dated as of January 1, 1945 between the South Carolina
Power Company (the "Power Company") and Central Hanover Bank and
Trust Company, as Trustee, party of the second part;
Whereas, the Power Company heretofore executed and delivered
to the Trustee an Indenture dated as of January 1, 1945 (the
"Original Indenture"), a Supplemental Indenture thereto dated as
of May 1, 1946, a Supplemental Indenture thereto dated as of May
1, 1947 and a Third Supplemental Indenture thereto dated as of
July 1, 1949; and
Whereas, the Company heretofore executed and delivered to
the Trustee a Fourth Supplemental Indenture, dated as of April 1,
1950, wherein, among other things, (i) the Company assumed the
due and punctual payment of the principal of, premium, if any,
and interest on all bonds theretofore authenticated under the
Original Indenture as theretofore supplemented, according to
their tenor, and the due and punctual performance of all of the
covenants and agreements of the Original Indenture, as
theretofore supplemented, required to be kept or performed by the
Power Company and (ii) the Company conveyed, transferred and
mortgaged to the Trustee and subjected to the lien of the
Original Indenture as theretofore supplemented, as supplemented
by the Fourth Supplemental Indenture, and as it might thereafter
be supplemented, all property then owned or thereafter to be
acquired by the Company, except property of a character similar
to that excluded from the lien of the Original Indenture; and
Whereas, upon the execution and delivery of said Fourth
Supplemental Indenture, dated as of April 1, 1950, the Company
succeeded to and became substituted for the Power Company as
Successor Corporation to the Power Company under the Original
Indenture, as contemplated by Article XV of the Original
Indenture; and
45
Whereas, the Company, as such Successor Corporation, has
heretofore executed and delivered to the Trustee the following
supplemental indentures:
DESIGNATION DATED AS OF
Fifth Supplemental Indenture December 1, 1950
Sixth Supplemental Indenture July 1, 1951
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture June 1, 1955
Ninth Supplemental Indenture November 1, 1957
Tenth Supplemental Indenture September 1, 1958
Eleventh Supplemental Indenture September 1, 1960
Twelfth Supplemental Indenture June 1, 1961
Thirteenth Supplemental Indenture December 1, 1965
Fourteenth Supplemental Indenture June 1, 1966
Fifteenth Supplemental Indenture June 1, 1967
Sixteenth Supplemental Indenture September 1, 1968
Seventeenth Supplemental Indenture June 1, 1969
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture June 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture January 1, 1972
Twenty-second Supplemental Indenture July 1, 1974
Twenty-third Supplemental Indenture May 1, 1975
Twenty-fourth Supplemental Indenture July 1, 1975
Twenty-fifth Supplemental Indenture February 1, 1976
Twenty-sixth Supplemental Indenture December 1, 1976
Twenty-seventh Supplemental Indenture March 1, 1977
Twenty-eighth Supplemental Indenture May 1, 1977
Twenty-ninth Supplemental Indenture February 1, 1978
Thirtieth Supplemental Indenture June 1, 1978
Thirty-first Supplemental Indenture April 1, 1979
Thirty-second Supplemental Indenture June 1, 1979
Thirty-third Supplemental Indenture April 1, 1980
Thirty-fourth Supplemental Indenture June 1, 1980
Thirty-fifth Supplemental Indenture December 1, 1980
Thirty-sixth Supplemental Indenture April 1, 1981
Thirty-seventh Supplemental Indenture June 1, 1981
Thirty-eighth Supplemental Indenture March 1, 1982
Thirty-ninth Supplemental Indenture April 15, 1982
Fortieth Supplemental Indenture May 1, 1982
Forty-first Supplemental Indenture December 1, 1984
Forty-second Supplemental Indenture December 1, 1985
Forty-third Supplemental Indenture June 1, 1986
Forty-fourth Supplemental Indenture February 1, 1987
Forty-fifth Supplemental Indenture September 1, 1987
Forty-sixth Supplemental Indenture January 1, 1989
Forty-seventh Supplemental Indenture January 1, 1991
Forty-eighth Supplemental Indenture February 1, 1991
Forty-ninth Supplemental Indenture July 15, 1991
Fiftieth Supplemental Indenture August 15, 1991
Fifty-first Supplemental Indenture April 1, 1993
46
all supplemental to the Original Indenture; the Original
Indenture, together with all instruments stated to be
supplemental thereto to which the Trustee has heretofore been or
shall hereafter be a party, including the aforesaid supplemental
indentures and this Fifty-second Supplemental Indenture (herein
sometimes referred to as "this Supplemental Indenture"), being
herein sometimes referred to collectively as the "Mortgage"; and
Whereas, the Company, as such Successor Corporation, has
executed certain mortgages, specifically subjecting to the lien
of the Mortgage certain property purchased, constructed or
otherwise acquired by the Company subsequent to January 1, 1965;
and
Whereas, there have been issued under the Original Indenture
as heretofore supplemented, the following series of First and
Refunding Mortgage Bonds, of which the following principal
amounts were outstanding at the date of this Supplemental
Indenture:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
3% Series due 1975
"Bonds of the First Series" $ 8,000,000 None
3% Series due 1977
"Bonds of the Second Series" 4,000,000 None
3 1/8% Series due 1979
"Bonds of the Third Series" 4,000,000 None
3% Series due 1980
"Bonds of the Fourth Series" 72,445,000 None
3% Series A due 1980
"Bonds of the Fifth Series" 4,000,000 None
3 3/4% Series due 1981
"Bonds of the Sixth Series" 6,000,000 None
4 1/8% Series due 1983
"Bonds of the Seventh Series" 4,000,000 None
3 1/2% Series due 1985
"Bonds of the Eighth Series" 5,000,000 None
5 1/2% Series due 1987
"Bonds of the Ninth Series" 10,000,000 None
4 7/8% Series due 1988
"Bonds of the Tenth Series" 10,000,000 None
5% Series due 1990
"Bonds of the Eleventh Series" 10,000,000 None
47
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
5% Series due June 1, 1991
"Bonds of the Twelfth Series" $ 8,000,000 None
4 7/8% Series due 1995
"Bonds of the Thirteenth Series" 16,000,000 $16,000,000
5.45% Series due 1996
"Bonds of the Fourteenth Series" 15,000,000 15,000,000
6% Series due June 1, 1997
"Bonds of the Fifteenth Series" 15,000,000 15,000,000
6 1/2% Series due September 1, 1998
"Bonds of the Sixteenth Series" 112,064,000 20,000,000
8% Series due June 1, 1999
"Bonds of the Seventeenth Series" 35,000,000 35,000,000
9 1/8% Series due December 1, 1999
"Bonds of the Eighteenth Series" 15,000,000 15,000,000
9 7/8% Series due June 1, 2000
"Bonds of the Nineteenth Series" 30,000,000 None
8% Series due March 1, 2001
"Bonds of the Twentieth Series" 35,000,000 35,000,000
7 1/4% Series due January 1, 2002
"Bonds of the Twenty-first Series" 30,000,000 30,000,000
10 1/2% Series due July 1, 1979
"Bonds of the Twenty-second Series" 35,000,000 None
10 1/2% Series due May 1, 1990
"Bonds of the Twenty-third Series" 15,000,000 None
9 3/8% Series due July 1, 1984
"Bonds of the Twenty-fourth Series" 25,000,000 None
9 1/8% Series due February 1, 2006
"Bonds of the Twenty-fifth Series" 50,000,000 50,000,000
8.40% Series due December 1, 2006
"Bonds of the Twenty-sixth Series" 50,000,000 50,000,000
8 3/8% Series due March 1, 2007
"Bonds of the Twenty-seventh Series" 30,000,000 30,000,000
7% Series due May 1, 1982
"Bonds of the Twenty-eighth Series" 50,000,000 None
8.90% Series due February 1, 2008
"Bonds of the Twenty-ninth Series" 30,000,000 30,000,000
8.45% Series due June 1, 1981
"Bonds of the Thirtieth Series" 40,000,000 None
10 1/8% Series due April 1, 2009
"Bonds of the Thirty-first Series" 35,000,000 None
9 7/8% Series due June 1, 2009
"Bonds of the Thirty-second Series" 50,000,000 37,035,000
48
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
14 1/2% Series due 1983-1987
"Bonds of the Thirty-third Series" $ 80,000,000 None
12.15% Series due June 1, 2010
"Bonds of the Thirty-fourth Series" 50,000,000 None
14 1/2% Series due April 1, 1982
"Bonds of the Thirty-fifth Series" 15,000,000 None
14 3/8% Series due October 1, 1986
"Bonds of the Thirty-sixth Series" 15,000,000 None
16% Series due June 1, 2011
"Bonds of the Thirty-seventh Series" 70,000,000 None
14 1/2% Series due April 1, 1984
"Bonds of the Thirty-eighth Series" 15,000,000 None
15 1/2% Series due April 15, 1989
"Bonds of the Thirty-ninth Series" 60,000,000 None
15 5/8% Series due May 1, 1987
"Bonds of the Fortieth Series" 25,000,000 None
15% Series due September 1, 2014
"Bonds of the Forty-first Series" 57,000,000 $ 56,820,000
15% Series A due September 1, 2014
"Bonds of the Forty-second Series" 5,500,000 5,210,000
15% Series B due September 1, 2014
"Bonds of the Forty-third Series" 1,100,000 1,090,000
8 3/4% Series due February 1, 2017
"Bonds of the Forty-fourth Series" 100,000,000 100,000,000
15% Series C due September 1, 2014
"Bonds of the Forty-fifth Series" 4,365,000 4,365,000
20% Series due February 1, 1991
"Bonds of the Forty-sixth Series" 75,000,000 None
20% Series due January 14, 1991
"Bonds of the Forty-seventh Series" 70,000,000 None
20% Series due February 4, 1992
"Bonds of the Forty-eighth Series" 75,000,000 None
9% Series due July 15, 2006
"Bonds of the Forty-ninth Series" 145,000,000 145,000,000
8 7/8% Series due August 15, 2021
"Bonds of the Fiftieth Series" 155,000,000 155,000,000
Series A due December 1, 2093
"Bonds of the Fifty-first Series" 375,000,000 375,000,000
; and
49
Whereas, it is provided in Section 2.01 of the Original
Indenture that the aggregate principal amount of bonds which may
be secured by the Mortgage shall be such aggregate principal
amount as may from time to time be authenticated and delivered
under the provisions thereof, provided, however, that until an
indenture or indentures supplemental thereto shall be executed
and delivered by the Company to the Trustee pursuant to
authorization by the Board of Directors and filed for record in
all counties in which the mortgaged and pledged property is
located, increasing or decreasing the amount of future advances
and other indebtedness and sums which may be secured thereby, the
Mortgage may secure future advances and other indebtedness and
sums not to exceed in the aggregate $50,000,000; and
Whereas, Section 1.01 of the aforesaid Sixth Supplemental
Indenture increased the aggregate principal amount of bonds which
may be secured by the Mortgage, including future advances and
other indebtedness and sums, from $50,000,000 to $100,000,000;
and
Whereas, Section 1.01 of the aforesaid Twelfth Supplemental
Indenture increased the aggregate principal amount of bonds which
may be secured by the Mortgage, including future advances and
other indebtedness and sums, from $100,000,000 to $200,000,000;
and
Whereas, Section 2.01 of the aforesaid Seventeenth
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $200,000,000 to
$300,000,000; and
Whereas, Section 2.01 of the aforesaid Twenty-first
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $300,000,000 to
$500,000,000; and
Whereas, Section 2.01 of the aforesaid Twenty-seventh
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $500,000,000 to
$1,000,000,000; and
Whereas, Section 1.04 of the aforesaid Forty-ninth
Supplemental Indenture increased the aggregate principal amount
of bonds which may be secured by the Mortgage, including future
advances and other indebtedness and sums, from $1,000,000,000 to
$1,500,000,000; and
Whereas, the Company heretofore executed and delivered to
NationsBank of Georgia, National Association, as trustee (the
"1993 Trustee"), an indenture, dated as of April 1, 1993, as
supplemented (the "1993 Indenture"), which indenture constitutes
a lien, junior to the lien of the Mortgage, on substantially all
of the Company's property used or to be used in connection with
its electric utility business, except premises, land and
interests in land which have been specifically released from such
liens from time to time or are specifically exempted therefrom,
all to the extent provided in such indenture; and
50
Whereas, the Company, as Successor Corporation as aforesaid,
by appropriate corporate action in conformity with the terms of
the Original Indenture has duly determined to create a series of
Bonds under the Original Indenture, to be issued under the name
of the Company, to be designated as "First and Refunding Mortgage
Bonds, Series B due December 31, 2093" (hereinafter sometimes
referred to as the "bonds of the Fifty-second Series") and to be
registered in the name of and delivered to the 1993 Trustee; and
Whereas, all acts and things necessary to make the bonds of
the Fifty-second Series, when authenticated by the Trustee and
issued as in the Original Indenture and herein provided, valid,
binding and legal obligations of the Company and to constitute
the Original Indenture as heretofore supplemented and this
Supplemental Indenture valid, binding and legal instruments for
the security thereof, have been done and performed, and the
execution and delivery of this Supplemental Indenture, and the
creation, execution and issue of the bonds of the Fifty-second
Series subject to the Original Indenture as heretofore and hereby
supplemented, have in all respects been duly authorized;
Now, therefore, in consideration of the premises and of the
acceptance by the holders thereof of bonds of the Fifty-second
Series, and to set forth the form and substance of the bonds of
the Fifty-second Series and the terms, provisions and conditions
thereof, the Company does hereby covenant and agree to and with
the Trustee and its successor or successors in trust and its and
their assigns forever for the benefit of those who shall hold the
bonds of the Fifty-second Series, as follows:
ARTICLE ONE
BONDS OF THE FIFTY-SECOND SERIES AND CERTAIN
PROVISIONS RELATING THERETO
Section 1.01. A. Creation of bonds of the Fifty-second
Series. There is hereby created a series of bonds designated
First and Refunding Mortgage Bonds, Series B due December 31,
2093. Such bonds of the Fifty-second Series shall be issued by
the Company in its name, shall be unlimited in principal amount,
subject to the limitation on the maximum aggregate principal
amount of bonds permitted to be secured by the Mortgage pursuant
to Section 2.01 of the Original Indenture and Section 1.04 of the
aforesaid Forty-ninth Supplemental Indenture ($1,500,000,000 as
of the date hereof), as the same may hereafter be increased or
decreased by amendment or supplement to the Mortgage, shall
mature on December 31, 2093, unless previously redeemed pursuant
to the provisions hereof, and shall be issuable only in fully
registered form without coupons in denominations of $1,000 and
any multiple thereof. The serial numbers of bonds of the Fifty-
second Series shall be such as may be approved by any officer of
the Company, the execution thereof by any such officer to be
conclusive evidence of such approval. Bonds of the Fifty-second
Series shall not bear interest. The principal of said bonds
shall be payable in any coin or currency of the United States of
America which at the time of payment is legal tender for public
and private debts, at the corporate trust offices of the 1993
Trustee. Bonds of the Fifty-second Series shall be dated as of
their date of authentication, and shall be executed on behalf of
the Company by its President or a Vice President by his manual
signature or a facsimile thereof.
51
The bonds of the Fifty-second Series shall be issued by the
Company, registered in the name of and delivered to the 1993
Trustee to provide for the payment when due (whether at maturity,
by acceleration, or otherwise) of the principal of the Securities
(as defined in the 1993 Indenture) to be issued from time to time
by the Company under the 1993 Indenture.
The bonds of the Fifty-second Series shall not be
transferable by the 1993 Trustee, except to a successor trustee
under the 1993 Indenture. Bonds of the Fifty-second Series may
be transferred at the principal office of the Trustee in the
Borough of Manhattan, the City of New York. The Company shall
issue stop transfer instructions to such effect to the Trustee
and/or any other transfer agent.
B. Form of bonds of the Fifty-second Series.
The bonds of the Fifty-second Series and the Trustee's
authentication certificate to be executed on all of the bonds of
the Fifty-second Series shall be substantially in the following
forms, respectively:
(Form of Bond of the Fifty-second Series)
THIS BOND HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION
THEREFROM, AND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE
UNDER THE INDENTURE, DATED AS OF APRIL 1, 1993, AS SUPPLEMENTED
FROM TIME TO TIME, FROM SOUTH CAROLINA ELECTRIC & GAS COMPANY TO
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, AS TRUSTEE.
52
SOUTH CAROLINA ELECTRIC & GAS COMPANY
First and Refunding Mortgage Bond,
Series B due December 31, 2093
No. $
South Carolina Electric & Gas Company, a South Carolina
corporation (hereinafter called the "Company"), for value
received, hereby promises to pay to or registered
assigns, the principal sum of Dollars on December 31,
2093, unless previously redeemed pursuant to the provisions
hereof, without interest. The principal of this bond shall be
payable at the offices of the trustee (the "1993 Trustee") under
the Indenture dated as of April 1, 1993 as supplemented from time
to time (the "1993 Indenture"), from the Company to NationsBank
of Georgia, National Association, in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts.
This bond is one of the bonds issued and to be issued from
time to time under and in accordance with and all secured by an
indenture of mortgage or deed of trust dated as of January 1,
1945 (the "Original Indenture"), and indentures supplemental
thereto, given by South Carolina Power Company to Central Hanover
Bank and Trust Company (now Chemical Bank and hereinafter
sometimes referred to as the "Trustee"), as trustee, and
indentures supplemental thereto dated as of April 1, 1950, as of
December 1, 1950, as of July 1, 1951, as of June 1, 1953, as of
June 1, 1955, as of November 1, 1957, as of September 1, 1958, as
of September 1, 1960, as of June 1, 1961, as of December 1, 1965,
as of June 1, 1966, as of June 1, 1967, as of September 1, 1968,
as of June 1, 1969, as of December 1, 1969, as of June 1, 1970,
as of March 1, 1971, as of January 1, 1972, as of July 1, 1974,
as of May 1, 1975, as of July 1, 1975, as of February 1, 1976, as
of December 1, 1976, as of March 1, 1977, as of May 1, 1977, as
of February 1, 1978, as of June 1, 1978, as of April 1, 1979, as
of June 1, 1979, as of April 1, 1980, as of June 1, 1980, as of
December 1, 1980, as of April 1, 1981, as of June 1, 1981, as of
March 1, 1982, as of April 15, 1982, as of May 1, 1982, as of
December 1, 1984, as of December 1, 1985, as of June 1, 1986, as
of February 1, 1987, as of September 1, 1987, as of January 1,
1989, as of January 1, 1991, as of February 1, 1991, as of July
15, 1991, as of August 15, 1991, as of April 1, 1993, and as of
July 1, 1993, respectively, given by the Company to said Trustee,
to which Original Indenture and all indentures supplemental
thereto (hereinafter referred to collectively as the "Indenture")
reference is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and
the rights of the holders of said bonds and of the Trustee and of
the Company in respect of such security, and the limitations on
such rights. By the terms of the Indenture, the bonds to be
secured thereby are issuable in series which may vary as to date,
amount, date of maturity, rate of interest and in other respects
as in the Indenture provided. By the terms of the aforesaid
supplemental indenture, dated as of April 1, 1950, the Company,
among other things, assumed the due and punctual payment of the
principal of, premium, if any, and interest on all of the
53
bonds of South Carolina Power Company then outstanding under the
aforesaid indenture of mortgage or deed of trust, dated as of
January 1, 1945, of South Carolina Power Company, as theretofore
supplemented, and, except as therein provided, the due and
punctual performance of all the covenants and agreements of South
Carolina Power Company contained in said indenture of mortgage or
deed of trust as so supplemented.
Bonds of this series are issuable only in fully registered
form without coupons in denominations of $1,000 and any multiple
thereof. This bond may be exchanged by the registered holder
hereof, in person or by attorney duly authorized, at the
principal office of the Trustee, in the Borough of Manhattan,
City of New York, for a like aggregate principal amount of bonds
of this series of any other authorized denomination or
denominations, but only in the manner and subject to the
conditions prescribed in the Indenture, upon the surrender and
cancellation of this bond and the payment of any taxes or other
governmental charges payable upon such exchange.
Upon the giving of notice of redemption, by first class mail
postage prepaid, not less than thirty nor more than forty-five
days prior to the date fixed for redemption to each registered
holder of a bond to be redeemed, in whole or in part, at the last
address of such holder appearing on the registry books, any or
all of the bonds of this series may be redeemed by the Company,
at its option, or by operation of various provisions of the
Indenture, at any time and from time to time, upon payment of the
principal amount thereof.
The bonds of this series shall also be redeemable, in whole
at any time, or in part from time to time, prior to maturity, at
a redemption price equal to the principal amount thereof, upon
receipt by the Trustee of a written notice from the 1993 Trustee
(i) delivered to the Trustee and the Company, (ii) signed by its
President or a Vice President, (iii) stating that an Event of
Default has occurred under the 1993 Indenture and is continuing
and that, as a result, there then is due and payable a specified
amount with respect to the 1993 Bonds, for the payment of which
the 1993 Trustee has not received funds, and (iv) specifying the
principal amount of the bonds of this series to be redeemed.
Delivery of such notice shall constitute a waiver by the 1993
Trustee of notice of redemption under the Indenture.
In case of certain defaults as specified in the Indenture,
the principal of this bond may be declared or may become due and
payable on the conditions, at the time, in the manner and with
the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture,
to or against any incorporator, stockholder, director or officer,
past, present or future, as such, of the Company, or of any
predecessor or successor company, either directly or through the
Company, or such predecessor or successor company, or otherwise,
under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such
liability of incorporators, stockholders, directors and officers,
as such, being waived and released by the holder and owner hereof
by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture.
54
Subject to the restrictions noted hereon, this bond is
transferable by the registered holder hereof, in person or by
attorney duly authorized, at the principal office of the Trustee,
in the Borough of Manhattan, the city of New York, but only in
the manner and subject to the conditions prescribed in the
Indenture, upon the surrender and cancellation of this bond and
the payment of any taxes or other governmental charges payable
upon such transfer, and upon any such transfer a new bond or
bonds of the same series and for the same aggregate principal
amount, in authorized denominations, will be issued to the
transferee in exchange herefor. The Company and the Trustee may
deem and treat the person in whose name this bond is registered
as the absolute owner for the purpose of receiving payment and
for all other purposes.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the
execution by the Trustee or its successor in trust under the
Indenture of the certificate endorsed hereon.
IN WITNESS WHEREOF, South Carolina Electric & Gas Company
has caused this bond to be executed in its name by its President
or one of its Vice Presidents, by his manual signature or a
facsimile thereof, and its corporate seal or a facsimile thereof
to be affixed hereto or imprinted hereon and attested by its
Secretary or one of its Assistant Secretaries.
Dated . . . . . . . . . . . . . . . . . . . . . .
South Carolina Electric &
Gas Company,
By . . . . . . . . .
Vice President and Treasurer
Attest:
. . . . . . . . . . . . . . . . . . . . . . . . .
Secretary
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
as Trustee,
By . . . . . . . . . . . . . . .
Authorized Officer
55
Section 1.02. Redemption Provisions. Any or all of the
bonds of the Fifty-second Series shall be redeemable, at the
option of the Company, or by operation of various provisions of
the Original Indenture, at any time and from time to time, prior
to maturity, upon the giving of notice of redemption, by first
class mail postage prepaid, not less than thirty nor more than
forty-five days prior to the date fixed for redemption to each
registered holder of a bond of the Fifty-second Series to be
redeemed in whole or in part, at the last address of such holder
appearing on the registry books, upon payment of the principal
amount thereof.
The bonds of the Fifty-second Series shall also be
redeemable, in whole at any time, or in part from time to time,
prior to maturity, at a redemption price equal to the principal
amount thereof, upon receipt by the Trustee of a written notice
from the 1993 Trustee (i) delivered to the Trustee and the
Company, (ii) signed by its President or a Vice President, (iii)
stating that an Event of Default has occurred under the 1993
Indenture and is continuing and that, as a result, there then is
due and payable a specified amount with respect to the 1993
Bonds, for the payment of which the 1993 Trustee has not received
funds, and (iv) specifying the principal amount of the bonds of
the Fifty-second Series to be redeemed. Delivery of such notice
shall constitute a waiver by the 1993 Trustee of notice of
redemption under the Indenture.
Section 1.03. Sinking Fund. From and after the time when
the holders of all outstanding bonds of all series created prior
to the bonds of the Fifteenth Series shall have consented
thereto, the respective portions of the sinking fund requirement
for any year which are measured by bonds of the Fifteenth through
Twenty-second Series, bonds of the Twenty-fourth through Thirty-
first Series, bonds of the Thirty-third Series, bonds of the
Thirty-seventh Series, bonds of the Thirty-ninth Series, bonds of
the Forty-first Series, bonds of the Forty-second Series, bonds
of the Forty-fourth Series, bonds of the Forty-sixth Series,
bonds of the Fiftieth Series, bonds of the Fifty-first Series and
bonds of the Fifty-second Series or by bonds of any other series
the holders of which shall have consented thereto may be
satisfied by certifying to the Trustee unfunded net property
additions in an amount equal to 166-2/3% of such portion of such
sinking fund requirement; provided, further, however, that no
unfunded net property additions shall be used to satisfy any
portion of any sinking fund requirement unless there shall be
delivered to the Trustee, with such certification, the applicable
certificates, opinions of counsel, instruments and cash, if any,
required by paragraphs (3), (4), (5), (7), (9) and (10) of
Section 4.01 of the Original Indenture showing that the Company
has unfunded net property additions equal to the amounts so
certified.
Section 1.04. Waiver of certain rights in respect of
property additions. The Company covenants and agrees that the
provisions of Section 3.01 of the Fourth
Supplemental Indenture, dated as of April 1, 1950, shall remain
in full force and effect so long as any bonds of the Fifty-second
Series shall be outstanding under the Mortgage.
56
Section 1.05. Certain restriction on sale of property. The
Company covenants and agrees that so long as any bonds of the
Fifty-second Series shall be outstanding under the Mortgage it
will not enter into any agreement with any governmental or public
body, authority, agency or licensee, providing for the sale by
the Company to such governmental or public body, authority,
agency or licensee of any part of the mortgaged and pledged
property for a consideration less than the current fair value of
such property at the time of payment to the Company of such
consideration.
Section 1.06. Waiver of service charge for exchange or
transfer of bonds of the Fifty-second Series. Notwithstanding the
provisions of Section 2.05 of the Original Indenture, the Company
covenants and agrees that so long as any bonds of the Fifty-
second Series shall be outstanding under the Mortgage it will not
impose any service charge for any new bond of the Fifty-second
Series issued upon any exchange or transfer thereof as permitted
by Section 2.06 of the Original Indenture, but the Company shall
be entitled to receive funds sufficient to reimburse it for any
tax or taxes or other governmental charge required to be paid by
the Company in relation thereto.
Section 1.07. Limitations on certain transfers of bonds of
the Fifty-second Series. In case less than all of the bonds of
the Fifty-second Series at the time outstanding are called for
redemption, the Company shall not be required to transfer or
exchange any bonds of the Fifty-second Series for a period of ten
days before the mailing of a notice of redemption of bonds of the
Fifty-second Series selected for redemption, to transfer or
exchange any bond of the Fifty-second Series called for
redemption in its entirety or to transfer or exchange any portion
of a bond of the Fifty-second Series which portion has been
called for redemption.
ARTICLE TWO
AMENDMENT OF MORTGAGE
Section 2.01. Each holder of any bond of the Fifty-second
Series, by his acceptance thereof, shall thereby consent that, at
any time after the requisite consents, if any, of the holders of
bonds of other series shall have been given as hereinafter
provided, Article XVII of the Original Indenture shall be amended
in the following respects:
A. The introductory clause of Section 17.02, which
presently reads "In each and every case provided for in this
Article," shall be amended so as to read "In each and every case
provided for in Section 17.01 above,".
B. Section 17.02 shall be further amended by the addition
of the following new paragraph immediately after the existing
text, as amended by Paragraph A above:
"Any supplemental indenture authorized by the provisions of
Section 17.01 above may be executed by the Company and the
Trustee without the consent of the holders of any of the bonds at
the time outstanding, notwithstanding any of the provisions of
Section 17.03 hereof."
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C. There shall be inserted new Sections 17.03, 17.04 and
17.05, which Sections shall read as follows:
"Section 17.03. With the consent (evidenced as provided in
Section 12.01 hereof) of the holders of not less than sixty-six
and two-thirds per centum (66 2/3%) in aggregate principal amount
of the bonds at the time outstanding which would be affected by
the action proposed to be taken, the Company, when authorized by
a resolution of its Board of Directors, and the Trustee may, from
time to time and at any time, enter into an indenture or
indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the holders of the bonds
and coupons; provided, however, that anything in this Article to
the contrary notwithstanding (a) the bondholders shall have no
power (i) to extend the fixed maturity of any bonds, or reduce
the rate or extend the time of payment of interest thereon, or
reduce the principal amount thereof, or change in any manner
provisions relating to the sinking fund or the redemption
provisions of any series of bonds outstanding hereunder, without
the express consent of the holder of each bond which would be so
affected, or (ii) to reduce the aforesaid percentage of bonds,
the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all
bonds outstanding, or (iii) to permit the creation by the
Company, after the date hereof, of any mortgage or pledge or lien
in the nature thereof, ranking prior to or equal with the lien of
this Indenture on any of the mortgaged property, or (iv) to
deprive the holder of any bond outstanding hereunder of the lien
of this Indenture on any of the mortgaged property; (b) no action
hereinabove specified which would affect the rights of the
holders of bonds of one or more but less than all series as
evidenced by an opinion of counsel may be taken unless approved
by holders of not less than sixty-six and two-thirds per centum
(66 2/3%) in principal amount of outstanding bonds of such one or
more series affected, but if any such action would affect the
bonds of two or more series, the approval of such action on
behalf of the holders of bonds of such two or more series may be
approved by holders of not less than sixty-six and two-thirds per
centum (66 2/3%) in aggregate principal amount of outstanding
bonds of such two or more series, which approval need not include
sixty-six and two-thirds per centum (66 2/3%) in principal amount
of outstanding bonds of each of such series.
Upon the request of the Company, accompanied by a copy of a
resolution of its Board of Directors certified by the Secretary
or an Assistant Secretary of the Company authorizing the
execution of any such supplemental indenture, and upon the filing
with the Trustee of any required evidence of the consent of
bondholders as aforesaid, the Trustee shall join with the Company
in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture.
It shall not be necessary for the consent of the bondholders
under this Section to approve the particular form of any proposed
supplemental indenture. but it shall be sufficient if such
consent shall approve the substance thereof.
58
Promptly after the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of this
Section, the Company shall publish a notice, setting forth in
general terms the substance of such supplemental indenture, at
least once in a daily newspaper of general circulation in the
Borough of Manhattan, The City of New York. Any failure of the
Company to publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such
supplemental indenture.
"Section 17.04. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, duties and
obligations under this Indenture of the Company, the Trustee and
the holders of bonds of all series outstanding thereunder shall
thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.
"Section 17.05. Bonds authenticated and delivered after the
execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new
bonds so modified as to conform, in the opinion of the Trustee
and the Board of Directors of the Company, to any modification of
this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by
the Trustee and delivered without cost to the holders of bonds
then outstanding, upon surrender of such bonds and, in the case
of coupon bonds, with all unmatured coupons and all matured
coupons not fully paid, the new bonds so issued to be of an
aggregate principal amount equal to the aggregate principal
amount of those so surrendered."
D. Section 17.03 shall be renumbered as Section 17.06.
E. There shall be inserted a new Section 17.07, which
Section shall read as follows:
"Section 17.07. For all purposes of this Indenture, in any
case in which the "sinking fund requirement" for any year (as
such term is used in Section 2.12 of the Original Indenture as
modified by any supplemental indenture) shall, because of the
provisions of any supplemental indenture, include an amount in
excess of one per centum (1%) of the aggregate principal amount
of bonds of any series authenticated and delivered by the Trustee
pursuant to the provisions of Articles III, IV and VI of the
Original Indenture prior to January 1 of such year, to the extent
that
(i) the principal amount of bonds of such series
deposited with the Trustee pursuant to said Section 2.12 in such
year and/or the principal amount of bonds of such series
purchased, paid or redeemed by the use of cash deposited pursuant
to said Section 2.12 in such year,
shall, as a result of the provisions of such supplemental
indenture, exceed
59
(ii) an amount equal to one per centum (1%) of the
aggregate principal amount of bonds of such series authenticated
and delivered by the Trustee pursuant to the provisions of
Articles III, IV and VI of the Original Indenture prior to
January 1 of the year of such deposit of bonds and/or cash (after
deducting from such aggregate principal amount of bonds of such
series so authenticated, the principal amount of bonds of such
series which, prior to such January 1, have been deposited with
the Trustee for cancellation as the basis for the release of
property or for the withdrawal of cash representing proceeds of
released property or have been purchased, redeemed or paid at
maturity by the use of proceeds of released property),
from and after the time when all bonds of such series shall have
ceased to be outstanding, such excess principal amount of bonds
of such series shall be deemed not to have been cancelled or
redeemed pursuant to the provisions of said Section 2.12 of the
Original Indenture, but shall be deemed to have been redeemed
pursuant to Section 9.01 of the Original Indenture."
The amendments of Article XVII of the Original Indenture set
forth above shall, subject to the Company and the Trustee
entering into an indenture or indentures supplemental to the
Original Indenture for the purpose of so amending said Article
XVII, become effective at the earlier of (a) such date as no
bonds created prior to the bonds of the Twenty-third Series shall
remain outstanding or (b) such date as the holders of all then
outstanding bonds of all series created prior to the bonds of the
Twenty-third Series shall have consented thereto. No further vote
or consent of the holders of bonds of the Twenty-third through
Fifty-second Series shall be required to permit such amendments
to become effective.
ARTICLE THREE
SUNDRY PROVISIONS
Section 3.01. This Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Original
Indenture, and shall form a part thereof, and the Original
Indenture as heretofore supplemented is hereby confirmed and
adopted by the Company as its obligation. All terms used in this
Supplemental Indenture shall be taken to have the same meaning as
in the Original Indenture except in cases where the context
clearly indicates otherwise.
Section 3.02. All recitals in this Supplemental Indenture
are made by the Company only and not by the Trustee; and all of
the provisions contained in the Original Indenture as heretofore
supplemented in respect of the rights, privileges, immunities,
powers and duties of the Trustee shall be applicable in respect
hereof as fully and with like effect as if set forth herein in
full. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or the due execution hereof by the
Company.
60
Section 3.03. Although this Supplemental Indenture is dated
for convenience and for the purpose of reference as of July 1,
1993 the actual date or dates of execution by the Company and by
the Trustee are as indicated by their respective acknowledgments
hereto annexed.
Section 3.04. Nothing in this Supplemental Indenture
contained shall, or shall be construed to, confer upon any person
other than a holder of bonds issued under the Mortgage, the
Company and the Trustee any right or interest to avail himself of
any benefit under any provision of the Mortgage.
Section 3.05. This Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
Section 3.06. The headings of Articles, Sections and
subsections contained in this Supplemental Indenture are included
for convenient reference only and shall not be deemed to be a
part of this Supplemental Indenture.
Section 3.07. The Company gives notice that it claims the
benefit of Sections 29-1-10 and 29-3-80, S.C. Code of Laws
(1976), as amended (R.197, enacted into law June 14, 1993),
concerning the continuation of the lien until satisfied or
released of record and attachment to after-acquired real property
of the lien of both the Original Indenture, dated as of January
1, 1945, and all supplements and amendments thereto, consisting
of Fifty-one Supplemental Indentures (and various other
unnumbered, but recorded supplemental mortgages of after-acquired
property for individual tracts or parcels), including the Fourth
Supplemental Indenture, dated as of April 1, 1950, under which
the Company assumed the Original Indenture as described on page
two herein. The Original Indenture and the Fifty-one
Supplemental Indentures and unnumbered supplements are recorded
in the mortgage book of the appropriate counties; the Original
Indenture and the Fourth Supplemental Indenture being recorded at
the book and page numbers in such counties as set forth on
Exhibit A attached hereto. The notice on the cover of this
Fifty-second Supplemental Indenture is given pursuant to the
aforesaid laws.
Section 3.08. This Supplemental Indenture is intended by the
parties hereto, as to properties now or hereafter encumbered by
the Mortgage and located within the State of Georgia, to operate
and is to be construed as granting a lien only on such properties
and not as a deed passing title thereto.
The debtor and its mailing address are South Carolina
Electric & Gas Company, 1426 Main Street, Columbia, South
Carolina 29218. The secured party and its address from which
information concerning the security interest may be obtained are
Chemical Bank, 450 West 33rd Street, 15th Floor, New York, New
York 10001.
61
ARTICLE FOUR
REGARDING 1993 INDENTURE
Section 4.01 Lien of 1993 Indenture. Certain of the
mortgaged and pledged property under the Original Indenture and
any supplements thereto has been subjected to the lien of that
certain Indenture from Company to NationsBank of Georgia,
National Association, dated as of April 1, 1993, as heretofore
supplemented, and recorded prior to the recording hereof as shown
in Exhibit B hereto. Reference is made to that certain
Indenture, as supplemented, for a statement of the properties
subject thereto.
In Witness Whereof, South Carolina Electric & Gas Company
has caused this Supplemental Indenture to be executed in its
corporate name by its President or one of its Vice Presidents and
its corporate seal to be hereunto affixed and to be attested by
its Secretary or one of its Assistant Secretaries, and Chemical
Bank, to evidence its acceptance hereof, has caused this
Supplemental Indenture to be executed in its corporate name by
its President or one of its Vice Presidents or Assistant Vice
Presidents and its corporate seal to be hereunto affixed and to
be attested by its Secretary or one of its Assistant Secretaries,
in several counterparts, all as of the day and year first above
written.
South Carolina Electric & Gas Company
(Seal)
By
Vice President and Treasurer
Attest:
Secretary
In the presence of:
62
CHEMICAL BANK
(Seal)
By
Vice President
Attest:
Assistant Secretary
In the presence of:
63
STATE OF SOUTH CAROLINA ) ss.:
COUNTY OF RICHLAND )
Personally appeared before me Elaine S. Price, and, being duly
sworn, made oath that she saw the corporate seal of South Carolina
Electric & Gas Company affixed to the above written Supplemental
Indenture, and that she also saw B. T. Horton, the Vice President and
Treasurer, with Kevin B. Marsh, Secretary, of said South Carolina
Electric & Gas Company sign and attest the same, and that she,
deponent, with Sue A. Whitman, witnessed the execution and delivery
thereof as the act and deed of South Carolina Electric & Gas Company.
Elaine S. Price
Subscribed and sworn to before me this
13th day of July, 1993.
Sue A. Whitman
Notary Public for South Carolina
My Commission Expires December 7, 1997
STATE OF SOUTH CAROLINA ) ss.:
COUNTY OF RICHLAND )
On this 13th day of July, in the year one thousand nine hundred
and ninety-three, before me personally came B. T. Horton, to me known,
who, being by me duly sworn, did depose and say that he resides at
Columbia, South Carolina; that he is the Vice President and Treasurer
of South Carolina Electric & Gas Company, the corporation described in
and which executed the foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that he signed his name thereto by
like order.
Sue A. Whitman
Notary Public for South Carolina
My Commission Expires December 7, 1997
(Notarial Seal)
64
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
Personally appeared before me GLENN McKEEVER, and, being
duly sworn, made oath that he saw the corporate seal of CHEMICAL BANK
affixed to the above Supplemental Indenture, and that he also saw W.
B. DODGE, Vice President, with DANIEL J. MAHONEY, Trust Officer, of
said CHEMICAL BANK, sign and attest the same, and that he, deponent,
with ANNE G. BRENNER, witnessed the execution and delivery thereof as
the act and deed of CHEMICAL BANK.
Subscribed and sworn to before me this
13th day of July, 1993.
Glenn McKeever
(NOTARIAL SEAL)
Notary Public, State of
No.
Qualified in County
Certificate filed in County
Commission Expires
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
On this 13th day of July, in the year one thousand nine hundred
and ninety-three,before me personally came W. B. DODGE, to me known,
who, being by me duly sworn, did depose and say that he resides at
3582 Kenora Place, Seaford, New York; that he is a Vice President of
CHEMICAL BANK, the corporation described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said corporation,
and that he signed his name thereto by like order.
Notary Public, State of
No.
Qualified in County
Certificate filed in County
Commission Expires
(NOTARIAL SEAL)
5