SOUTH CAROLINA ELECTRIC & GAS COMPANY
TO
THE CHASE MANHATTAN BANK,
Trustee
______________________________
FIFTY-THIRD SUPPLEMENTAL INDENTURE
(SUPPLEMENTAL TO INDENTURE OF SOUTH CAROLINA POWER COMPANY
DATED AS OF JANUARY 1, 1945)
PROVIDING FOR
FIRST AND REFUNDING MORTGAGE BONDS,
0% SERIES DUE DECEMBER 31, 2098
ISSUED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY, AS SUCCESSOR
CORPORATION
TO SOUTH CAROLINA POWER COMPANY
Dated as of May 1, 1999
THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO CENTRAL HANOVER
BANK AND TRUST COMPANY, PREDECESSOR TRUSTEE TO THE CHASE MANHATTAN BANK, AS
TRUSTEE, DATED AS OF JANUARY 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-THIRD
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.
(The Chase Manhattan Bank, formerly known as Chemical Bank)
45
THIS FIFTY-THIRD SUPPLEMENTAL INDENTURE, dated as of May 1, 1999, 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 THE CHASE MANHATTAN 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
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
46
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
Fifty-second Supplemental Indenture.......................July 1, 1993
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-third 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:
47
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
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 None
5.45% Series due 1996
"Bonds of the Fourteenth Series"............... 15,000,000 None
6% Series due June 1, 1997
"Bonds of the Fifteenth Series"................ 15,000,000 None
6 1/2% Series due September 1, 1998
"Bonds of the Sixteenth Series"................ 112,064,000 None
8% Series due June 1 1999
"Bonds of the Seventeenth Series".............. 35,000,000 None
9 1/8% Series due December 1, 1999
"Bonds of the Eighteenth Series"............... 15,000,000 None
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 None
48
PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
7 1/4% series due January 1, 2002
"Bonds of the Twenty-first Series".................. $30,000,000 None
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 None
8.40% Series due December 1, 2006
"Bonds of the Twenty-sixth Series".................. 50,000,000 None
8 3/8% Series due March 1, 2007
"Bonds of the Twenty-seventh Series"................ 30,000,000 None
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 None
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 None
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
49
PRINCIPAL
SERIES ISSUED OUTSTANDING
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 None
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"............... 145,000,000 130,771,000
8 7/8% Series due August 15, 2021
"Bonds of the Fiftieth Series".................. 155,000,000 113,450,000
Series A due December 1, 2093
"Bonds of the Fifty-first Series"............... 375,000,000 375,000,000
Series B due December 1, 2093
"Bonds of the Fifty-second Series".............. 740,035,000 425,000,000
; and
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
50
Whereas, Section 2.01 of the aforesaid Twenty-first Supplemental Indenture
increased the aggregate principal amount of bonds 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, as Successor Corporation as aforesaid, by appropriate
corporate action taken by its Board of Directors in accordance with the
provisions of said Section 2.01 of the Original Indenture, has determined to
increase the aggregate principal amount of bonds which may be secured by the
Mortgage, including future advances and other indebtedness and sums, from
$1,500,000,000 to $5,000,000,000 and has duly authorized the execution and
delivery to the Trustee of this Fifty-third Supplemental Indenture to effect
such increase; and
Whereas, it is provided in Section 2.01 of the Twenty-third Supplemental
Indenture that Article XVII of the Original Indenture shall be amended as set
forth therein at such time after the required consents, if any, of the holders
of bonds of other series shall have been given as therein provided; and
Whereas, it is further provided in Section 2.01 of the Twenty-third
Supplemental Indenture that the amendments to Article XVII of the Original
Indenture set forth therein 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 series created prior to the bonds of the Twenty-third Series shall have
consented thereto; and
Whereas, no bonds created prior to the bonds of the Twenty-third Series
remain outstanding on the date of this Supplemental Indenture and the holders of
all bonds of other series thereafter issued and now outstanding under the
Original Indenture have consented to the aforesaid amendments to Article XVII of
the Original Indenture; and
Whereas, the Company, as Successor Corporation as aforesaid, by appropriate
corporate action taken by its Board of Directors in accordance with the
provisions of the Original Indenture as heretofore supplemented, has duly
authorized the execution and delivery to the Trustee of this Fifty-third
Supplemental Indenture to effect such amendments to said Article XVII; and
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, 0% Series due December 31, 2098" (hereinafter sometimes referred
to as the "bonds of the Fifty-third Series"); and
51
Whereas, all acts and things necessary to make the bonds of the Fifty-third
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-third 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-third Series, and to set forth the
form and substance of the bonds of the Fifty-third 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-third Series, as follows:
ARTICLE ONE
BONDS OF THE FIFTY-THIRD SERIES AND CERTAIN
PROVISIONS RELATING THERETO
Section 1.01. A. Creation of bonds of the Fifty-third Series. There is
hereby created a series of bonds designated First and Refunding Mortgage Bonds,
0% Series due December 31, 2098. Such bonds of the Fifty-third 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 this Supplemental Indenture ($5,000,000,000 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, 2098,
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-third
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-third 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 Trustee. Bonds of the Fifty-third
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.
Bonds of the Fifty-third Series may be transferred at the principal office
of the Trustee in the Borough of Manhattan, the City of New York.
B. Form of bonds of the Fifty-third Series. The bonds of the Fifty-third
Series and the Trustee's authentication certificate to be executed on all of the
bonds of the Fifty-third Series shall be substantially in the following forms,
respectively:
52
(Form of Bond of the Fifty-third Series)
SOUTH CAROLINA ELECTRIC & GAS COMPANY
First and Refunding Mortgage Bond,
0% Series due December 31, 2098
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, 2098, unless previously redeemed pursuant to the
provisions hereof, without interest. The principal of this bond shall be payable
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, designated for such purpose, 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 The Chase Manhattan 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, as of July 1, 1993, and as of May 1, 1999,
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 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.
53
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.
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.
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.
53
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
President or Vice President
Attest:
.....................................................
Secretary or Assistant 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
Section 1.02. Redemption Provisions. Any or all of the bonds of the
Fifty-third 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-third 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.
Section 1.03. Sinking Fund. 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, bonds of
the Fifty-second Series and bonds of the Fifty-third Series or by bonds of any
other series the holders of which shall have consented thereto may be satisfied
by certifying to the
54
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. Increase in amount of indebtedness which may be secured by
the Mortgage. The aggregate principal amount of bonds which may be secured by
the Mortgage, including future advances and other indebtedness and sums, is
increased from $1,500,000,000 as specified in Section 2.01 of the Original
Indenture, as amended by Section 1.01 of the Sixth Supplemental Indenture dated
as of July 1, 1951, by Section 1.01 of the Twelfth Supplemental Indenture dated
as of June 1, 1961, by Section 2.01 of the Twenty-first Supplemental Indenture
dated as of January 1, 1972, by Section 2.01 of the Twenty-seventh Supplemental
Indenture dated as of March 1, 1977, and by Section 1.04 of the Forty-ninth
Supplemental Indenture dated as of July 15, 1991, to $5,000,000,000.
Section 1.05. 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-third Series shall be
outstanding under the Mortgage.
Section 1.06. Certain restriction on sale of property. The Company
covenants and agrees that so long as any bonds of the Fifty-third 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 1.07. Waiver of service charge for exchange or transfer of bonds of
the Fifty-third 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-third Series shall be outstanding under the Mortgage it will not
impose any service charge for any new bond of the Fifty-third 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 1.08 . Limitations on certain transfers of bonds of the Fifty-third
Series. In case less than all of the bonds of the Fifty-third Series at the time
outstanding are called for redemption, the Company shall not be required to
transfer or exchange any bonds of the Fifty-third Series for a period of ten
days before the mailing of a notice of redemption of bonds of the Fifty-third
Series selected for redemption, to transfer or exchange any bond of the
Fifty-third Series called for redemption in its entirety or to transfer or
exchange any portion of a bond of the Fifty-third Series which portion has been
called for redemption.
55
ARTICLE TWO
AMENDMENT OF MORTGAGE
Section 2.01. Amendments described in Twenty-third Supplemental Indenture
and subsequent supplemental indentures. Article XVII of the Original Indenture
is hereby 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."
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.
56
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.
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,
57
shall, as a result of the provisions of such supplemental indenture, exceed
(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."
Section 2.02. Additional amendments requiring consent of requisite holders
of outstanding bonds. The holder of all of the outstanding bonds of the
Fifty-first and Fifty-second Series, being the holder of 82.0% of the
outstanding bonds under the Original Indenture, having consented thereto, the
Original Indenture is further amended in the following respects:
A. Clause (a) of Section 1.11 of the Original Indenture shall be amended to
read as follows:
"(a) ten-sevenths (10\7ths) of the aggregate principal amount of bonds
theretofore authenticated and delivered upon the basis of unfunded net property
additions or for the authentication and delivery of which upon such basis any
other application is then pending;"
B. Section 7.07 of the Original Indenture (except the first paragraph of
such Section) and all provisions and references relating to Section 7.07 in the
Mortgage, and clause (c) of Section 1.11 of the Original Indenture, shall be
deleted.
C. The fraction set forth at the beginning of clause (b) of Section 1.11 of
the Original Mortgage is hereby amended from "ten-sixths (10/6ths)" to
"ten-sevenths (10/7ths)".
D. The first paragraph of Section 4.01 and paragraph 3(b) of Section 10.03
of the Original Mortgage shall be amended by changing the percentage therein
from "sixty per centum (60%)" to "seventy per centum (70%)".
E. Section 1.03 of the Original Indenture shall be amended to read as
follows:
"Section 1.03. The term 'net earnings certificate' shall mean an
accountant's certificate stating:
I. for a period of twelve (12) consecutive calendar months within the
eighteen (18) consecutive calendar months immediately preceding the date of the
application for the authentication and delivery of bonds of which the net
earnings certificate is a part, the 'net earnings' of the Company, which shall
be the amount stated in (7) below;
and specifying
58
(1) its gross operating revenues (which may include revenues of the Company
subject when collected to possible refund at a future date);
(2) its operating expenses, including, without limitation, (A) expenses and
accruals for repairs and maintenance, (B) expenses for taxes (other than income,
profits and other taxes measured by, or dependent on, net income), (C)
assessments, (D) rentals and (E) insurance, but excluding (W) provisions for
reserves for renewals, replacements, depreciation, depletion or retirement of
property (or any expenditures therefor), or provisions for amortization of
property, (X) expenses or provisions for interest on any indebtedness of the
Company, for the amortization of debt discount, premium, expense or loss on
reacquired debt, for any maintenance and replacement, improvement or sinking
fund or other device for the retirement of any indebtedness, or for other
amortization, (Y) expenses or provisions for any non-recurring charge to income
of whatever kind or nature (including without limitation the recognition of
expense due to the non-recoverability of investment), whether or not recorded as
an extraordinary item in the Company's books of account, and (Z) provisions for
any refund of revenues subject to possible refund at a future date;
(3) the amount remaining after deducting the amount required to be stated
in such certificate by clause (2) above from the amount required to be stated
therein by clause (1) above;
(4) its non-operating revenues, which amount may include any portion of the
allowance for funds used during construction (or any analogous amount);
(5) the sum of the amounts required to be stated in such certificate by
clauses (3) and (4) above;
(6) the amount, if any, by which the amount required to be stated in such
certificate by clause (4) above exceeds twenty per centum (20%) of the sum
required to be stated by clause (5) above; and
(7) the Company's 'net earnings' for such period (being the amount
remaining after deducting in such certificate the amount required to be stated
by clause (6) above from the sum required to be stated by clause (5) above).
II. (A) the interest requirements for one year, at the respective interest
rates, if any, borne prior to maturity, upon;
(i) all bonds authenticated hereunder and outstanding at the date of such
certificate, except any for the payment or redemption of which the bonds applied
for are to be issued; provided, however, that, if outstanding bonds of any
series bear interest at a variable rate or rates, then the interest requirement
on the bonds of such series shall be determined by reference to the rate or
rates in effect on the date next preceding the date of such certificate;
(ii) all bonds then applied for in pending applications for new bonds,
including the application in connection with which such certificate is made;
provided, however, that if bonds of any series are to bear interest at a
variable rate or rates, then the interest requirement on the bonds of such
series shall be determined by reference to the rate or rates to be in effect at
the time of the initial authentication and delivery of such bonds; and
59
(iii) the principal amount of all other indebtedness (except indebtedness
for the payment of which the bonds applied for are to be issued and indebtedness
secured by a lien, prior to the lien of this Indenture, for the payment of which
money in the necessary amount shall have been irrevocably deposited in trust
with the trustee or other holder of such lien) outstanding on the date of such
certificate and secured by a lien prior to the lien of this Indenture on any
property subject to the lien of this Indenture, if such indebtedness has been
issued, assumed or guaranteed by the Company or if the Company customarily pays
the interest on the principal thereof; provided, however, that if any such
indebtedness bears interest at a variable rate or rates, then the interest
requirement on such indebtedness shall be determined by reference to the rate or
rates in effect on the date next preceding the date of such certificate.
(B) the principal amount of the respective bonds and other obligations and
indebtedness on which the annual interest charges referred to in subdivision
II.(A) of this Section are calculated and the respective interest rates at which
computed; and
III. the 'interest earnings requirement', which shall be a figure equal to
200% of the aggregate annual interest charges specified in accordance with
subdivision II (A) of this Section.
"Notwithstanding anything herein to the contrary, neither profits nor
losses from the sale or other disposition of property, nor extraordinary items
of any kind or nature, whether items of revenue or expense, shall be included in
calculating the 'interest earnings requirement'.
"If any of the property of the Company owned by it at the time of the
making of any net earnings certificate (a) shall have been acquired during or
after any period for which the Company's net earnings are to be computed, (b)
shall not have been acquired in exchange or substitution for property the net
earnings of which have been included in the Company's net earnings and (c) had
been operated as a separate unit and items of revenue and expense attributable
thereto are readily ascertainable, then the net earnings of such property
(computed in the manner in this Section provided for the computation of the
Company's net earnings, during such period or such part of such period as shall
have preceded the acquisition thereof, to the extent that the same have not
otherwise been included in the Company's net earnings, shall be so included.
"In any case where a net earnings certificate is required as a condition
precedent to the authentication and delivery of bonds, such certificate shall
also be made and signed by an independent public accountant, if the aggregate
principal amount of bonds then applied for plus the aggregate principal amount
of bonds authenticated and delivered hereunder since the commencement of the
then current calendar year (other than those with respect to which a net
earnings certificate is not required, or with respect to which a net earnings
certificate made and signed by an independent public accountant has previously
been furnished to the Trustee) is ten per centum (10%) or more of the aggregate
principal amount of the bonds at the time outstanding; but no net earnings
certificate need be made and signed by any person other than an accountant, as
to dates or periods not covered by annual reports required to be filed by the
Company, in the case of conditions precedent which depend upon a state of facts
as of a date or dates or for a period or periods different from that required to
be covered by such annual reports."
6. Section 7.05 of the Original Indenture shall be amended by changing the
second percentage therein from "sixty per centum (60%)" to "seventy per centum
(70%)".
G. Section 7.15 of the Original Indenture shall be deleted.
60
H. Section 7.06 of the Original Indenture shall be amended by substituting
for the amount of "$50,000", wherever the same appears therein, the phrase "an
amount equal to the greater of $10,000,000 and 3% of the aggregate principal
amount of the bonds then outstanding hereunder".
I. The first paragraph of Section 10.04 shall be amended to read as
follows:
"The Trustee shall, whenever from time to time requested by the Company,
such request to be evidenced by an officer's certificate, without requiring
compliance with any of the foregoing provisions of Section 10.03 hereof unless,
under the provisions of said Section 10.03, the Company would then be required
to furnish an independent engineer's certificate, in which event this paragraph
shall not be applicable, release from the lien hereof any property, the fair
value of which shall be stated in an engineer's certificate delivered to the
Trustee simultaneously with such officer's certificate, which property, as
stated in such engineer's certificate, is not useful or necessary in the conduct
of the business of the Company, and provided further that the aggregate fair
value of all property released pursuant to this Section in any calendar year
shall not exceed an amount equal to the greater of $5,000,000 and 3% of the
aggregate principal amount of bonds outstanding hereunder. Said engineer's
certificate shall also state that such release will not impair the security
under this Indenture in contravention of the provisions thereof. The Company
covenants that it will deposit with the Trustee the consideration, if any,
received by it upon the sale or other disposition of any property so released."
J. A new Section 15.04 reading as follows shall be added:
"Section 15.04.
(a) Nothing in this Indenture shall be deemed to prevent or restrict any
consolidation or merger after the consummation of which the Company would be the
surviving or resulting corporation or any conveyance or other transfer or lease,
subject to the lien of this Indenture, of any part of the mortgaged and pledged
property which does not constitute the entirety, or substantially the entirety,
thereof.
(b) Unless, in the case of a consolidation or merger described in
subsection (a) of this Section, an indenture supplemental hereto shall otherwise
provide, this Indenture shall not become or be, or be required to become or be,
a lien upon any of the properties acquired by the Company in or as a result of
such transaction or any improvements, extensions or additions to such properties
or any renewals, replacements or substitutions of or for any part or parts of
such
properties."
K. Section 7.16 of the Original Indenture shall be amended by deleting the
word "independent" therefrom wherever it
appears.
L. The proviso at the end of paragraph (1) of Section 10.02 of the Original
Indenture shall be deleted.
Section 2.03. Additional amendments requiring consent of holders of all
outstanding bonds. Each holder of a bond of the Fifty-third Series, by his
acceptance thereof, shall thereby consent that at any time after the requisite
consents, if any, of the holders of the bonds of other Series shall have been
given as hereinafter provided, the Mortgage shall be amended in the following
respects:
61
A. Section 2.12 of the Original Indenture and all references to Section
2.12 within the Mortgage shall be deleted.
B. Clause (a) of Section 1.11 of the Original Indenture shall be amended to
read as follows:
"(a) ten-sevenths (10\7ths) of the aggregate principal amount of bonds
theretofore authenticated and delivered upon the basis of unfunded net property
additions (other than bonds deposited with the Trustee in satisfaction of
sinking fund requirements under former Section 2.12 hereof) or for the
authentication and delivery of which upon such basis any other application is
then pending;"
The amendments to the Mortgage set forth above shall become effective at
the earlier of (a) such date as no bonds created prior to the bonds of the
Fifty-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
Fifty-third Series shall have consented thereto. No further vote or consent of
the holders of bonds of the Fifty-third 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.
Section 3.03. Although this Supplemental Indenture is dated for convenience
and for the purpose of reference as of May 1, 1999 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.
62
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, 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-two 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-two 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-third 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 The Chase Manhattan Bank, 450 West 33rd, New York, New York 10001.
63
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 The Chase
Manhattan 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 ...............................................
President or Vice President
Attest:
.................................................
Secretary or Assistant Secretary
In the presence of:
.................................................
.................................................
THE CHASE MANHATTAN BANK
(SEAL)
By ....................................................
Vice President
Attest:
.............................................
Assistant Secretary
In the presence of:
.............................................
.............................................
64
CONSENT
The Bank of New York, as successor to NationsBank of Georgia, N.A., as the
holder under the Indenture of the South Carolina Electric & Gas Company, dated
as of April 1, 1993, as supplemented, of $1,115,035,000 principal amount of the
First and Refunding Mortgage Bonds, hereby consents to the amendments set forth
in Sections 2.02 and 2.03 of the Fifty-third Supplemental Indenture of South
Carolina Electric & Gas Company dated as of May 1, 1999.
THE BANK OF NEW YORK, as successor to NATIONSBANK OF GEORGIA, N.A.
(SEAL)
By ...............................................
Its .............................................
ATTEST:
By .....................................................................
Its ......................................................................
65
STATE OF SOUTH CAROLINA ) ss.:
COUNTY OF RICHLAND )
Personally appeared before me _______________, and, being duty 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
______________, the ___________________, with ____________, Secretary, of said
SOUTH CAROLINA ELECTRIC & GAS COMPANY sign and attest the same, and that she,
deponent, with ______________, witnessed the execution and delivery thereof as
the act and deed of SOUTH CAROLINA ELECTRIC & GAS COMPANY.
Kelly Elkins
Subscribed and sworn to before me this
____ day of _______________, ______. (NOTARIAL SEAL)
Patricia K. Haltiwanger
Notary Public for South Carolina
My Commission Expires May 15, 2006.
STATE OF SOUTH CAROLINA ) ss.:
COUNTY OF RICHLAND )
On this 1st day of May, in the year one thousand nine hundred and
ninety-nine, before me personally came Kevin Marsh, to me known, who, being by
me duly sworn, did depose and say that he resides at 1003 Steeple Ridge Road,
Irmo, South Carolina; that he is the Senior Vice President and Chief Financial
Officer 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.
Patricia K. Haltiwanger...................
Notary Public for South Carolina
My Commission Expires May 15, 2006
(NOTARIAL SEAL)
66
STATE OF NEW YORK ) ss:
COUNTY OF NEW YORK )
Personally appeared before me Eric Butler, and, being duly sworn, made oath
that he saw the corporate seal of THE CHASE MANHATTAN BANK affixed to the above
Supplemental Indenture, and that he also saw Glenn G. McKeever, Vice President,
with William G. Keenan, Trust Officer, of said THE CHASE MANHATTAN BANK, sign
and attest the same, and that he, deponent, with Natalia Rodriguez, witnessed
the execution and delivery thereof as the act and deed of THE CHASE MANHATTAN
BANK.
Subscribed and sworn to before me this Eric Butler
1st day of May, 1999.
Emily Fayan (NOTARIAL SEAL)
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New York County
Commission Expires December 31, 1999
STATE OF NEW YORK ) ss:
COUNTY OF NEW YORK )
On this 1st day of May, in the year one thousand nine hundred and
ninety-nine, before me personally came Glenn G. McKeever, to me known, who,
being by me duly sworn, did depose and say that he resides at 213-08 73rd
Avenue, Bayside, New York; that he is a Vice President of THE CHASE MANHATTAN
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.
Emily Fayan
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate filed in New York County
Commission Expires December 31, 1999 (NOTARIAL SEAL)
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