Exhibit 4-29
SUPPLEMENTAL MORTGAGE
================================================================================
Supplemental Indenture
Dated March 1, 2008
----------
SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE
DATED AUGUST 1, 1924
----------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
TO
US BANK NATIONAL ASSOCIATION
Trustee
21 South Street
Morristown, New Jersey 07960
----------
PROVIDING FOR THE ISSUE OF
$ 300,000,000 FIRST AND REFUNDING MORTGAGE BONDS,
FLOATING RATE SERIES B DUE 2010
- --------------------------------------------------------------------------------
RECORD IN MORTGAGE BOOK AND RETURN TO:
JAMES T. FORAN, ESQ.
80 PARK PLAZA, T5B
NEWARK, N.J. 07102-4194
Prepared by
/s/ Edward C. Fedak
- -----------------------
(EDWARD C. FEDAK, ESQ.)
TABLE OF CONTENTS
Page
RECITALS.......................................................................1
FORM OF BOND...................................................................3
FORM OF CERTIFICATE OF AUTHENTICATION..........................................3
GRANTING CLAUSES...............................................................8
ARTICLE I.
BONDS OF THE FLOATING RATE SERIES B.
DESCRIPTION OF SERIES..........................................................8
ARTICLE II.
REDEMPTION OF BONDS OF THE FLOATING RATE SERIES B.
SECTION 2.01. Redemption--Redemption Price.................................9
SECTION 2.02. Redemptions Pursuant to Section 4C of
Article Eight of the Indenture.............................9
SECTION 2.03. Interest on Called Bonds to Cease...........................10
SECTION 2.04. Bonds Called in Part........................................10
SECTION 2.05. Provisions of Indenture Not Applicable......................10
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Floating Rate Series B...........11
SECTION 3.02. Authentication Agent........................................11
SECTION 3.03. Additional Restrictions on Authentication of
Additional Bonds Under Indenture..........................11
SECTION 3.04. Restriction on Dividends....................................12
SECTION 3.05. Use of Facsimile Seal and Signatures........................12
SECTION 3.06. Time for Making of Payment..................................12
SECTION 3.07. Effective Period of Supplemental Indenture..................12
SECTION 3.08 Effect of Approval of Board of Public Utilities
of the State of New Jersey................................12
Section 3.09. Execution in Counterparts...................................12
ACKNOWLEDGEMENTS..............................................................14
CERTIFICATE OF RESIDENCE......................................................15
SUPPLEMENTAL INDENTURE, dated the 1st day of MARCH 2008, for convenience
of reference and effective from the time of execution and delivery hereof,
between PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a corporation organized under
the laws of the State of New Jersey, hereinafter called the "Company", party of
the first part, and US Bank National Association, a national banking association
organized under the laws of the United States of America, as successor Trustee
to Wachovia Bank, National Association (previously known as Fidelity Union Trust
Company) under the indenture dated August 1, 1924, below mentioned, hereinafter
called the "Trustee", party of the second part.
WHEREAS, on July 25, 1924, the Company executed and delivered to FIDELITY
UNION TRUST COMPANY, a certain indenture dated August 1, 1924 (hereinafter
called the "Indenture") to secure and to provide for the issue of First and
Refunding Mortgage Gold Bonds of the Company; and
WHEREAS, the Indenture has been recorded in the following counties of the
State of New Jersey, in the offices, and therein in the books and at the pages,
as follows:
Page
County Office Book Number Number
- --------------------------------------------------------------------------------
Atlantic Clerk's 1955 of Mortgages 160
Bergen Clerk's 94 of Chattel Mortgages 123 etc.
Burlington Clerk's 693 of Mortgages 88 etc.
52 of Chattel Mortgages Folio 8 etc.
Camden Register's 177 of Mortgages Folio 354 etc.
45 of Chattel Mortgages 184 etc.
Cumberland Clerk's 239 of Mortgages 1 etc.
786 of Mortgages 638 & c.
Essex Register's 437 of Chattel Mortgages 1-48
T-51 of Mortgages 341-392
Gloucester Clerk's 34 of Chattel Mortgages 123 etc.
Hudson Register's 142 of Mortgages 7 etc.
453 of Chattel Mortgages 9 etc.
1245 of Mortgages 484, etc.
Hunterdon Clerk's 151 of Mortgages 344
Mercer Clerk's 67 of Chattel Mortgages 1 etc.
Middlesex Clerk's 384 of Mortgages 1 etc.
113 of Chattel Mortgages 3 etc.
437 of Mortgages 294 etc.
Monmouth Clerk's 951 of Mortgages 291 & c.
Morris Clerk's N-3 of Chattel Mortgages 446 etc.
F-10 of Mortgages 269 etc.
Ocean Clerk's 1809 of Mortgages 40
Passaic Register's M-6 of Chattel Mortgages 178, etc.
Salem Clerk's R-13 of Mortgages 268 etc.
267 of Mortgages 249 etc.
Somerset Clerk's 46 of Chattel Mortgages 207 etc.
N-10 of Mortgages 1 etc.
Sussex Clerk's 123 of Mortgages 10 & c.
Union Register's 9584 of Mortgages 259 etc.
Warren Clerk's 124 of Mortgages 141 etc.
2
and
WHEREAS, the Indenture has also been recorded in the following counties of
the Commonwealth of Pennsylvania, in the offices, and therein in the books and
at the pages, as follows:
Page
County Office Book Number Number
- --------------------------------------------------------------------------
Adams Recorder's 22 of Mortgages 105
Armstrong Recorder's 208 of Mortgages 381
Bedford Recorder's 90 of Mortgages 917
Blair Recorder's 671 of Mortgages 430
Cambria Recorder's 407 of Mortgages 352
Cumberland Recorder's 500 of Mortgages 136
Franklin Recorder's 285 of Mortgages 373
Huntington Recorder's 128 of Mortgages 47
Indiana Recorder's 197 of Mortgages 281
Lancaster Recorder's 984 of Mortgages 1
Montgomery Recorder's 5053 of Mortgages 1221
Westmoreland Recorder's 1281 of Mortgages 198
York Recorder's 31-V of Mortgages 446
and
WHEREAS, the Indenture granted, bargained, sold, aliened, remised,
released, conveyed, confirmed, assigned, transferred and set over unto the
Trustee certain property of the Company, more fully set forth and described in
the Indenture, then owned or which might thereafter be acquired by the Company;
and
WHEREAS, the Company, by various supplemental indentures, supplemental to
the Indenture, the last of which was dated April 1, 2007, has granted,
bargained, sold, aliened, remised, released, conveyed, confirmed, assigned,
transferred and set over unto the Trustee certain property of the Company
acquired by it after the execution and delivery of the Indenture; and
WHEREAS, since the execution and delivery of said supplemental indenture
dated April 1, 2007, the Company has acquired property which, in accordance with
the provisions of the Indenture, is subject to the lien thereof and the Company
desires to confirm such lien; and
WHEREAS, the Indenture has been amended or supplemented from time to time;
and
WHEREAS, it is provided in the Indenture that no bonds other than those of
the 5-1/2% Series due 1959 therein authorized may be issued thereunder unless a
supplemental indenture providing for the issue of such additional bonds shall
have been executed and delivered by the Company to the Trustee; and
WHEREAS, the Company desires to provide for the issue of $300,000,000
principal amount of bonds to be secured by said Indenture of a series to be
designated as "First and Refunding Mortgage Bonds, Floating Rate Series B due
2010" (hereinafter sometimes called "Floating Rate Series B"); and
WHEREAS, the text of the Bonds of the Floating Rate Series B and of the
certificate of authentication to be borne by the Bonds of the Floating Rate
Series B shall be substantially of the following tenor:
3
[FORM OF BOND]
[FACE]
REGISTERED
REGISTERED
NUMBER
AMOUNT
RV $
300,000,000
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
FLOATING RATE SERIES B DUE 2010
Public Service Electric and Gas Company (hereinafter called the "Company"),
a corporation of the State of New Jersey, for value received, hereby promises to
pay to _______________________ , or registered assigns, on the surrender hereof,
the principal sum of Three Hundred Million Dollars, on March 12, 2010, and
to pay interest thereon from the date hereof, at an annual rate of LIBOR plus
0.875% reset and calculated as more fully set forth on the reverse hereof, and
until payment of said principal sum, such interest to be payable March 12,
June 12, September 12 and December 12 in each year beginning June 12, 2008.
Both the principal hereof and interest hereon shall be paid at the
principal corporate trust office of US Bank National Association in the City of
Morristown, State of New Jersey, or (at the option of the registered owner) at
the corporate trust office or agency of any paying agent appointed by the
Company, in the Borough of Manhattan, City and State of New York, in such coin
or currency of the United States of America as at the time of payment shall
constitute legal tender for the payment of public and private debts.
IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed
by its proper officers under its corporate seal.
Dated
PUBLIC SERVICE ELECTRIC AND GAS COMPANY,
By
----------------------------------
(Vice) President
(Seal)
Attest:
- ----------------------------------
(Assistant) Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated therein which is
described in the within-mentioned indenture and supplemental indenture dated
March 1, 2008, as secured thereby.
US BANK NATIONAL ASSOCIATION, TRUSTEE,
By
----------------------------------
Authorized Signatory
4
(FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION)
ALTERNATE CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated therein which are
described in the within-mentioned indenture and supplemental indenture
dated March 1, 2008, as secured thereby.
US BANK NATIONAL ASSOCIATION, TRUSTEE
By
-------------------------------------------
Authenticating Agent
By
-------------------------------------------
Authorized Signatory
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
FLOATING RATE SERIES B DUE 2010
This Bond is one of the First and Refunding Mortgage Bonds of the Company
issued and to be issued under and pursuant to, and all equally secured by, an
indenture of mortgage or deed of trust dated August 1, 1924, as supplemented and
amended by supplemental indentures thereto, including the Supplemental Indenture
dated March 1, 2008, duly executed by the Company and US Bank National
Association as Trustee. This Bond is one of the Bonds of the Floating Rate
Series B due 2010, which series is limited to the aggregate principal amount of
$300,000,000 and is issued pursuant to said Supplemental Indenture dated March
1, 2008. Reference is hereby made to said indenture and all supplements thereto
for a specification of the principal amount of Bonds from time to time issuable
thereunder, and for a description of the properties mortgaged and conveyed or
assigned to said Trustee or its successors, the nature and extent of the
security, and the rights of the holders of said Bonds and any coupons
appurtenant thereto, and of the Trustee in respect of such security.
In and by said indenture, as amended and supplemented, it is provided that
with the written approval of the Company and the Trustee, any of the provisions
of said indenture may from time to time be eliminated or modified and other
provisions may be added thereto provided the change does nor alter the annual
interest rate, redemption price or date, date of maturity or amount payable on
maturity of any then outstanding Bond or conflict with the Trust Indenture Act
of 1939 as then in effect, and provided the holders of 85% in principal amount
of the Bonds secured by said indenture and then outstanding (including, if such
change affect the Bonds of one or more series but less than all series then
outstanding, a like percentage of the then outstanding Bonds of each series
affected by such change, and excluding Bonds owned or controlled by the Company
or by the parties owning at least 10% of the outstanding voting stock of the
Company, as more fully specified in said indenture) consent in writing thereto,
all as more fully set forth in said indenture, as amended and supplemented.
First and Refunding Mortgage Bonds issuable under said indenture are
issuable in series, and the Bonds of any series may be for varying principal
amounts and in the form of coupon bonds and of registered bonds without coupons,
and the Bonds of any one series may differ from the Bonds of any other series as
to date, maturity, interest rate and otherwise, all as in said indenture
provided and set forth. The Bonds of the Floating Rate Series B due 2010, in
which this Bond is included, are designated "First and Refunding Mortgage Bonds,
Floating Rate Series B due 2010".
5
In case of the happening of an event of default as specified in said
indenture and said supplemental indenture dated March 1, 1942, the principal sum
of the Bonds of this series may be declared or may become due and payable
forthwith, in the manner and with the effect in said indenture provided.
Interest on this Bond shall accrue from and including March 12, 2008 (or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for) to but excluding the applicable Interest Payment Date, stated
maturity or date of earlier redemption, as the case may be and shall be payable
quarterly in arrears on each March 12, June 12, September 12, and December 12,
commencing June 12, 2008. The interest rate on the Bonds of this series shall be
reset quarterly and the Bonds shall bear interest at a per annum rate (computed
by the Calculation Agent (as defined below) on the basis of the actual number of
days elapsed over a 360-day year) equal to LIBOR (as defined below) for the
applicable Interest Period (as defined below), plus 0.875 %, subject to the
maximum interest rate permitted by New Jersey law, as such law may be modified
by United States law of general application.
If any Interest Payment Date (other than at stated maturity or redemption
date) would otherwise be a day that is not a Business Day (as defined below),
such Interest Payment Date shall be postponed to the next succeeding day that is
a Business Day, unless that next succeeding Business Day falls in the next
succeeding calendar month, in which case the Interest Payment Date will be the
immediately preceding Business Day. If the stated maturity or redemption date of
this Bond would otherwise be a day that is not a Business Day, such stated
maturity or redemption date, as the case may be, will be the next succeeding day
that is a Business Day, and no additional interest shall accrue as a result of
such delayed payment.
Promptly upon such determination, the Calculation Agent will notify the
Company and the Trustee, if the Trustee is not then serving as the Calculation
Agent, of the interest rate for the new Interest Period. The interest rate
determined by the Calculation Agent, absent manifest error, shall be binding and
conclusive upon the Company, the beneficial owners and holders of the Bonds and
the Trustee.
"Calculation Agent" means US Bank National Association, or its successor
appointed by the Company, acting as Calculation Agent.
"Interest Determination Date" means the second London Business Day (as
defined below) immediately preceding the first day of the relevant Interest
Period.
"Interest Payment Date" means each March 12, June 12, September 12, and
December 12, commencing June 12, 2008.
"Interest Period" means the period commencing on an Interest Payment Date
for the Bonds of this series (or, with respect to the initial Interest Period
only, commencing on the issue date for the Bonds) and ending on the day before
the next succeeding Interest Payment Date for the Bonds.
"LIBOR" for any Interest Determination Date will be the offered rate for
deposits in U.S. dollars having an index maturity of three months for a period
commencing on the second London Business Day immediately following such Interest
Determination Date in amounts of not less than U.S. $1,000,000, as such rate
appears on Reuters Page LIBOR01 (as defined below) at approximately 11:00 a.m.,
London time, on such Interest Determination Date (the "Reported Rate"). "Reuters
Page LIBOR01" means the display designated on page LIBOR01 by Reuters Group plc
(or such other page as may replace the LIBOR01 page on that service (or any
successor service) or such other service as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits). ). If, on an Interest Determination Date, such
rate does not appear on Reuters Page LIBOR01 as of 11:00 a.m., London time, or
if Reuters Page LIBOR01 is not available on such date, the Calculation Agent
will obtain such rate from Bloomberg L.P.'s page "BBAM."
If the following circumstances exist on any Interest Determination Date,
the Calculation Agent shall determine "LIBOR" for the Bonds of this series as
follows:
(1) In the event no Reported Rate appears on Reuters Page LIBOR01 or
Bloomberg L.P. page BBAM as of approximately 11:00 a.m., London
time, on such Interest Determination Date, the Calculation Agent
shall request the principal London offices of each of four major
banks in the
6
London interbank market selected by the Calculation Agent (after
consultation with the Company) to provide a quotation (the "Rate
Quotation") at which three month U.S. dollar deposits in amounts of
not less than U.S. $1,000,000 are offered by it to prime banks in
the London interbank market, as of approximately 11:00 a.m., London
time, on such Interest Determination Date, that is representative of
a single transaction at such time (the "Representative Amounts"). If
at least two Rate Quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of such quotations
obtained by the Calculation Agent.
(2) In the event no Reported Rate appears on Reuters Page LIBOR01 or
Bloomberg L.P. page BBAM as of approximately 11:00 a.m., London
time, on such Interest Determination Date and there are fewer than
two Rate Quotations provided as contemplated in clause (1) above,
LIBOR for such Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m., New York City
time, on such Interest Determination Date by three major banks in
New York City selected by the Calculation Agent (after consultation
with the Company) for loans in Representative Amounts in U.S.
dollars to leading European banks having an index maturity of three
months for a period commencing on the second London Business Day
immediately following such Interest Determination Date; provided,
however, that if fewer than three banks selected by the Calculation
Agent are quoting such rates, LIBOR for such Interest Determination
Date will be the same as LIBOR in effect for the Interest Period in
which such Interest Determination Date falls (or, if none, shall be
the offered rate for deposits in U. S. Dollars that appears on the
most recent London Business Day preceding the Interest Determination
Date for such Interest Period for which the rate was displayed on
Reuters Page LIBOR01 or Bloomberg L.P. page BBAM with respect to
deposits commencing on the second London Business Day following that
date).
"Business Day" means any day, other than a Saturday or Sunday, (i) on
which banking institutions in New York, New York are not required or authorized
by law, regulation or executive order to close, (ii) which is also a London
Business Day and (iii) a day on which the Trustee's corporate trust office is
not closed for business. "London Business Day" means a day that is a day on
which dealings in deposits in U.S. dollars are transacted in the London
interbank market.
All percentages resulting from any calculation of any interest rate for
this Bond shall be rounded, if necessary, to the nearest one hundred thousandth
of a percentage point, with five one millionths of a percentage point rounded
upward and all dollar amounts shall be rounded to the nearest cent, with
one-half cent being rounded upward.
As more fully provided in said supplemental indenture dated March 1, 2008,
the Bonds of this series are subject to redemption prior to maturity, on notice
given as below provided, (a) beginning on or after September 12, 2008, as a
whole at any time or in part from time to time on any Interest Payment Date at
the election of the Company, upon payment of 100% of the principal amount of the
bonds of the Floating Rate Series B to be redeemed (said amount (exclusive of
accrued interest) is herein referred to as the "regular redemption price") and
(b) at any time prior to maturity, on notice given as below provided by the
application of proceeds of released property or other money held by the Trustee
and which, pursuant to the provisions of said indenture, as amended and
supplemented, is applied to the redemption of Bonds of this series, upon payment
of the "Special Redemption Price" of 100% of the principal amount thereof;
together, in each case, with accrued interest to the date fixed for redemption;
provided, however, that interest payable on the Bonds with respect to an
interest payment date that falls on or before a redemption date shall be made to
the holder of the Bonds on the record date related to such interest payment
date. Notice of any such redemption shall be given by mailing the same to the
respective registered owners of the Bonds of this series so called for
redemption, not less than 30 nor more than 40 days in advance of the date fixed
for redemption. In the case of redemption of Bonds of this series at the
election of the Company the notice of redemption may be conditioned upon the
deposit of the total regular redemption price of all the Bonds so called, with
accrued interest thereon to the redemption date, with the Trustee on or before
the date fixed for redemption. .
If this Bond or any portion thereof be called for redemption and payment
be duly provided therefor, interest shall cease to accrue on this Bond or such
portion on the date fixed for such redemption.
7
This Bond is transferable, but only as provided in said indenture, upon
surrender hereof, by the registered owner in person or by attorney duly
authorized in writing, at any office where the principal hereof and interest
hereon are payable; upon any such transfer a new Bond similar hereto will be
issued to the transferee. No service charge shall be made for any such transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto.
The Company and the Trustee hereunder and any paying agent may deem and treat
the person in whose name this Bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of the principal hereof
and the interest hereon and for all other purposes; and neither the Company nor
the Trustee hereunder nor any paying agent shall be affected by any notice to
the contrary.
The Bonds of this series are issuable only in fully registered form, in
denominations of $1,000 and any multiple of $1,000. Such fully registered Bonds
of the several denominations may be exchanged for fully registered Bonds of
other authorized denominations, but only as provided in said indenture, upon
surrender thereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal thereof and
interest thereon are payable. No service charge shall be made for any such
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.
The Company shall not be required to issue or make transfers or exchanges
of Bonds of this series for a period of ten days next preceding any Interest
Payment Date or next preceding the date of any drawing of such Bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such Bonds drawn in whole or in part for such redemption.
No recourse under or upon any obligation, covenant or agreement contained
in said indenture or in any indenture supplemental thereto, or in any Bond
issued thereunder, or because of any indebtedness arising thereunder, shall be
had against any incorporator, or against any past, present or future
stockholder, officer, or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, it being expressly agreed and understood that said indenture, any
indenture supplemental thereto and the obligations issued thereunder, are solely
corporate obligations, and that no personal liability whatever shall attach to,
or be incurred by, such incorporators, stockholders, officers or directors, as
such, of the Company, or of any successor corporation, or any of them, because
of the incurring of the indebtedness thereby authorized, or under or by reason
of any of the obligations, covenants or agreements contained in the indenture or
in any indenture supplemental thereto or in any of the Bonds issued thereunder,
or implied therefrom.
This Bond shall not be entitled to any security or benefit under said
indenture, as amended and supplemented, and shall not become valid or obligatory
for any purpose, until the certificate of authentication, hereon endorsed, shall
have been signed by US Bank National Association as Trustee, or by its successor
in trust under said indenture.
WHEREAS, the execution and delivery of this supplemental indenture have
been duly authorized by the Board of Directors of the Company; and
WHEREAS, the Company represents that all things necessary to make the bond
of the series hereinafter described, when duly authenticated by the Trustee and
issued by the Company, a valid, binding and legal obligation of the Company, and
to make this supplemental indenture a valid and binding agreement supplemental
to the Indenture, have been done and performed:
8
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that the Company,
in consideration of the premises and the execution and delivery by the Trustee
of this supplemental indenture, and in pursuance of the covenants and agreements
contained in the Indenture and for other good and valuable consideration, the
receipt of which is hereby acknowledged, has granted, bargained, sold, aliened,
remised, released, conveyed, confirmed, assigned, transferred and set over, and
by these presents does grant, bargain, sell, alien, remise, release, convey,
confirm, assign, transfer and set over unto the Trustee, its successors and
assigns, forever, all the right, title and interest of the Company in and to all
property of every kind and description (except cash, accounts and bills
receivable and all merchandise bought, sold or manufactured for sale in the
ordinary course of the Company's business, stocks, bonds or other corporate
obligations or securities, other than such as are described in Part V of the
Granting Clauses of the Indenture, not acquired with the proceeds of bonds
secured by the Indenture, and except as in the Indenture and herein otherwise
expressly excluded) acquired by the Company since the execution and delivery of
the supplemental indenture dated April 1, 2007, subsequent to the Indenture
(except any such property duly released from, or disposed of, free from the lien
of the Indenture, in accordance with the provisions thereof) and all such
property which at any time hereafter may be acquired by the Company;
All of which property it is intended shall be included in and granted by
this supplemental indenture and covered by the lien of the Indenture as
heretofore and hereby amended and supplemented;
UNDER AND SUBJECT to any encumbrances or mortgages existing on property
acquired by the Company at the time of such acquisition and not heretofore
discharged of record; and
SUBJECT also, to the exceptions, reservations and provisions in the
Indenture and in this supplemental indenture recited, and to the liens,
reservations, exceptions, limitations, conditions and restrictions imposed by or
contained in the several deeds, grants, franchises and contracts or other
instruments through which the Company acquired or claims title to the aforesaid
property; and Subject, also, to the existing leases, to liens on easements or
rights of way, to liens for taxes, assessments and governmental charges not in
default or the payment of which is deferred, pending appeal or other contest by
legal proceedings, pursuant to Section 4 of Article Five of the Indenture, or
the payment of which is deferred pending billing, transfer of title or final
determination of amount, to easements for alleys, streets, highways, rights of
way and railroads that may run across or encroach upon the said property, to
joint pole and similar agreements, to undetermined liens and charges, if any,
incidental to construction, and other encumbrances permitted by the Indenture as
heretofore and hereby amended and supplemented;
TO HAVE AND TO HOLD the property hereby conveyed or assigned, or intended
to be conveyed or assigned, unto the Trustee, its successor or successors and
assigns, forever;
IN TRUST, NEVERTHELESS, upon the terms, conditions and trusts set forth in
the Indenture as heretofore and hereby amended and supplemented, to the end that
the said property shall be subject to the lien of the Indenture as heretofore
and hereby amended and supplemented, with the same force and effect as though
said property had been included in the Granting Clauses of the Indenture at the
time of the execution and delivery thereof;
AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH that for the
considerations aforesaid, it is hereby covenanted between the Company and the
Trustee as follows:
ARTICLE I.
BONDS OF THE FLOATING RATE SERIES B.
The series of bonds authorized by this supplemental indenture to be issued
under and secured by the Indenture shall be designated "First and Refunding
Mortgage Bonds, Floating Rate Series B due 2010"; shall be limited to the
aggregate principal amount of $300,000,000; shall mature on March 12, 2010;
shall bear interest at a per annum rate of LIBOR plus 0.875%, calculated and
reset as more fully set forth in the form of the Bond hereinbefore described,
payable in arrears on March 12, June 12, September 12, and December 12 of each
year, commencing June 12, 2008; shall be payable as to both principal and
interest in such coin or currency of the United States of America as at the time
of payment shall constitute legal tender for the payment of public and private
debts, at the principal corporate trust office of US Bank, National Association,
in the City of Morristown, State of New Jersey, or, as may be desired by the
persons entitled to receive such principal and interest respectively, at the
office or agency of the Company in the Borough of Manhattan, City and State of
New York; and shall be issuable only in the form of fully registered bonds in
the denominations of $1,000 and any multiple of $1,000 and the several
denominations shall be interchangeable. The date of each bond of the Floating
Rate Series B shall be the Interest Payment Date next preceding the date of
authentication, unless such date of authentication be an Interest Payment Date,
in which case the date shall be the date of authentication, or unless such date
of authentication be prior to the first Interest Payment Date, in which case the
date shall be March 12, 2008.
9
The Company shall not be required to issue or make transfers or exchanges
of bonds of the Floating Rate Series B for a period of ten days next preceding
any Interest Payment Date or next preceding the date of any drawing of such
bonds to be redeemed, and the Company shall not be required to make transfers or
exchanges of any such bonds drawn in whole or in part for such redemption.
Bonds of the Floating Rate Series B shall be transferable and
exchangeable, but only as provided in the Indenture, upon surrender thereof for
cancellation by the registered owner in person or by attorney duly authorized in
writing at either of said offices. The Company hereby waives any right to make a
charge for any transfer or exchange of Bonds of the Floating Rate Series B, but
the Company may require payment of a sum sufficient to cover any tax or any
other governmental charge that may be imposed in relation thereto.
ARTICLE II.
REDEMPTION OF BONDS OF FLOATING RATE SERIES B.
SECTION 2.01. Redemption--Redemption Prices. Bonds of the Floating Rate
Series B shall be subject to redemption at any time:
a) as a whole at any time on or after September 12, 2008, or in part
from time to time on any Interest Payment Date on or after September
12, 2008 at the election of the Company as provided in Section 2.02
hereof, upon payment of 100% of the principal amount of the bonds of
the Floating Rate Series B to be redeemed (said amount (exclusive of
accrued interest) is herein referred to as the "regular redemption
price");
(b) at any time by the application of any proceeds of released property
or other money held by the Trustee and which, pursuant to Section 4C
of Article Eight of the Indenture, as amended and supplemented, is
applied to the redemption of bonds of the Floating Rate Series B,
upon payment of 100% of the principal amount thereof specified as
the "Special Redemption Price" in the form of Bond hereinbefore set
forth (said amount (exclusive of accrued interest) is herein
referred to as the "special redemption price");
together in each case with accrued interest to the date fixed for
redemption.
SECTION 2.02. Redemption at Election of Company. The election of the
Company to redeem any of the bonds of the Floating Rate Series B shall be
evidenced by a resolution of the Board of Directors of the Company calling for
redemption on an Interest Payment Date all or a stated principal amount thereof.
Any such call may be conditioned upon the deposit with the Trustee, on or before
such redemption date, of the total regular redemption price of the bonds so
called, with accrued interest thereon to the redemption date. At least 40 days
prior to such redemption date (or at such later time as shall be satisfactory to
the Trustee) the Company shall file with the Trustee a certified copy of such
resolution. Unless such call shall be conditioned upon the deposit of the
regular redemption price and accrued interest with the Trustee on or before the
redemption date and unless the notice below provided for shall so state, the
Company shall on or before such redemption date deposit with the Trustee the
total regular redemption price of all the bonds so called, with accrued interest
thereon to the redemption date.
If the Company elects to redeem less than all of the bonds of the Floating
Rate Series B, the particular bonds or portions thereof to be redeemed shall,
upon request of the Company, be drawn by lot by the Trustee, according to such
method as it shall deem proper, from the bonds of said series then outstanding.
The Trustee shall certify to the Company the serial numbers of the bonds so
drawn.
The Company shall thereupon give notice of such redemption, in the manner
and substantially in the form provided in Section 2.03 hereof to be given in the
case of bonds of the Floating Rate Series B called pursuant to Section 4C of
Article Eight of the Indenture, except that (1) such notice shall state that the
bonds specified have been called for redemption at the election of the Company,
and that they will be payable on the date specified in the resolution of the
Board of Directors of the Company at a stated amount (which shall be the regular
redemption price plus any accrued and unpaid interest to the redemption date),
(2) if all the bonds of the Floating Rate Series B be called, the notice shall
so state and may omit the serial numbers thereof, (3) if the date fixed for
redemption be other than an Interest Payment Date, the notice shall state that
the bonds will be payable at the regular redemption price plus accrued interest
to the redemption date, (4) the mailing of such notice to registered owners of
bonds of said series shall take place not less than 30 nor more than 40 days in
advance of the date fixed for redemption, but failure
10
duly to give such notice of redemption to the registered owner of any bond
called for redemption in whole or in part shall not affect the validity of the
proceedings for the redemption of any other bond, and (5) if the call of such
bonds for redemption shall have been conditioned upon the deposit of the regular
redemption price and accrued interest with the Trustee on or before the
redemption date, as above permitted, the notice shall so state, and shall state
that unless such deposit is made on or before such date the call for redemption
and the notice shall be of no effect.
Before any money shall be applied by the Trustee to the redemption of
bonds under this Section, the Company shall deliver to the Trustee a certificate
or opinion by the President or a Vice President of the Company and an opinion of
counsel, stating that all conditions precedent provided for herein (including
any covenants compliance with which constitutes a condition precedent) relating
to such redemption have been complied with.
SECTION 2.03. Redemptions Pursuant to Section 4C of Article Eight of the
Indenture. If, pursuant to Section 4C of Article Eight of the Indenture, as
amended and supplemented, any proceeds of released property or other money then
held by the Trustee shall be applied to the redemption of the bonds of the
Floating Rate Series B, the Trustee not later than 30 days prior to the
applicable redemption date, shall draw by lot according to such method as it
shall deem proper, from all the bonds of the Floating Rate Series B then
outstanding, such principal amount thereof as is to be redeemed. Bonds of said
series so redeemed shall be cancelled.
After such drawing the Trustee shall, not later than 30 nor more than 40
days in advance of the date fixed for redemption, give, in the name of the
Company, notice by mail that bonds of the Floating Rate Series B bearing the
serial numbers specified have been called for redemption pursuant to said
Section 4C of Article Eight, that they will be due and payable on such
redemption date, at the office of the Trustee in Morristown, New Jersey, or (at
the option of the registered owner) at the office or agency of the Company in
the Borough of Manhattan, City and State of New York, at a stated amount (which
shall be the Special Redemption Price (plus any accrued and unpaid interest to
the redemption date), that, if the date fixed for redemption be other than an
Interest Payment Date, the bonds will be payable at the Special Redemption
Price, plus accrued interest to the redemption date, and that all interest
thereon will cease to accrue after said date. Such notice shall be mailed to the
registered owners of the bonds so called, at their respective addresses as the
same may appear on the registry books. Failure duly to give such notice of
redemption to the registered owner of any bond called for redemption in whole or
in part shall not affect the validity of the proceedings for the redemption of
any other bond.
SECTION 2.04. Called Bonds to be Surrendered--Interest to Cease. Each bond
or portion thereof of the Floating Rate Series B so called under either Section
2.02 or 2.03 hereof shall be due and payable (upon surrender thereof) at the
places and price and on the date specified in such notice, anything herein or in
such bond to the contrary notwithstanding. From and after the date when each
bond or portion thereof of the Floating Rate Series B shall be due and payable
as aforesaid (unless upon said date the full amount due thereon shall not be
held by the Trustee and be immediately available for payment), all further
interest shall cease to accrue on such bond or on such portion thereof, as the
case may be.
SECTION 2.05. Bonds Called in Part. If only a portion of any bond of the
Floating Rate Series B shall be drawn by lot by the Trustee pursuant to Section
2.02 or 2.03 hereof, the notice of redemption hereinbefore provided for shall
specify the serial number of such bond and the portion of the principal amount
thereof to be redeemed. Upon surrender of such bond for partial redemption and
upon payment of the portion so called for redemption, a new bond or bonds of the
Floating Rate Series B, in aggregate principal amount equal to the unredeemed
portion of such surrendered bond, shall be executed by the Company,
authenticated by or on behalf of the Trustee, and delivered to the registered
owner thereof, without expense to such owner.
SECTION 2.06. Provisions of Indenture Not Applicable. There shall be no
sinking fund for the bonds of Floating Rate Series B. The provisions of Article
Four of the Indenture, as amended and supplemented, shall not apply to the
procedure for the exercise of any right of redemption reserved by the Company in
this Article in respect of the bonds of the Floating Rate Series B.
11
ARTICLE III
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Floating Rate Series B. None of
the Bonds of the Floating Rate Series B, the issue of which is provided for by
this supplemental indenture, shall be authenticated by or on behalf of the
Trustee except in accordance with the provisions of the Indenture, as amended
and supplemented, and this supplemental indenture, and upon compliance with the
conditions in that behalf therein contained.
SECTION 3.02. Authenticating Agent. As long as any of the bonds of the
Floating Rate Series B remain outstanding, the Trustee may appoint an
authenticating agent to act on its behalf and subject to its direction in
connection with the authentication of bonds of the Floating Rate Series B. Such
authenticating agent shall be appointed by the Trustee by an instrument in
writing and shall have no responsibility or liability for any action taken by it
at the direction of the Trustee. Such authenticating agent shall at all times be
a corporation organized and doing business under the laws of the United States
or of any State or Territory or of the District of Columbia authorized under
such laws to act as authenticating agent, having a combined capital and surplus
of at least $5,000,000, subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority and, if there be such a
corporation willing and able to act as authenticating agent on reasonable and
customary terms, having its principal office and place of business in The City
of New York. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 3.02 the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.
Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate agency business
of any authenticating agent, shall continue to be the authenticating agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the authenticating agent.
Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee may appoint a successor
authenticating agent. The Trustee shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all registered
owners of the bonds of the Floating Rate Series B, at their respective addresses
as the same may appear on the registry books. Any successor authenticating
agent, upon acceptance of its appointment, shall become vested with all the
rights, powers, duties and responsibilities of its predecessor, with like effect
as if originally appointed authenticating agent. No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section
3.02.
The Trustee agrees to pay to the authenticating agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments as provided in the Indenture.
SECTION 3.03. Additional Restrictions on Authentication of Additional
Bonds Under Indenture. The Company covenants that from and after the date of
execution of this supplemental indenture no additional bonds (as defined in
Section 1 of Article Two of the Indenture) shall be authenticated and delivered
by the Trustee under Subdivision A of Section 4 of said Article Two on account
of additions or improvements to the mortgaged property;
(1) unless the net earnings of the Company for the period required
by Subdivision C of Section 6 of said Article Two shall have been at least
twice the fixed charges (in lieu of 1-3/4 times such fixed charges, as
required by said Subdivision C); and for the purpose of this condition (a)
such fixed charges shall in each case include interest on the bonds
applied for, notwithstanding the parenthetical provision contained in
clause (4) of said Subdivision C, and (b) in computing such net earnings
there shall be included in expenses of operation (under paragraph (c) of
said Subdivision C) all charges against earnings for depreciation,
renewals or replacements, and all certificates with respect to net
earnings delivered to the Trustee in connection with any authentication of
additional bonds under said Article Two shall so state; and
(2) except to the extent of 60% (in lieu of 75% as permitted by
Subdivision A of Section 7 of said Article Two) of the cost or fair value
to the Company of the additions or improvements forming the basis for such
authentication of additional bonds.
12
SECTION 3.04. Restriction on Dividends. The Company will not declare or
pay any dividend on any shares of its common stock (other than dividends payable
in shares of its common stock) or make any other distribution on any such
shares, or purchase or otherwise acquire any such shares (except shares acquired
without cost to the Company) whenever such action would reduce the earned
surplus of the Company to an amount less than $10,000,000 or such lesser amount
as may remain after deducting from said $10,000,000 all amounts appearing in the
books of account of the Company on December 31, 1948, which shall thereafter,
pursuant to any order or rule of any regulatory body entered after said date, be
required to be removed, in whole or in part, from the books of account of the
Company by charges to earned surplus.
SECTION 3.05. Use of Facsimile Seal and Signatures. The seal of the
Company and any or all signatures of the officers of the Company upon any of the
Bonds of the Floating Rate Series B may be facsimiles.
SECTION 3.06. Time for Making of Payment. All payments of principal or
redemption price of, and interest on, the Bonds of the Floating Rate Series B
shall be made either prior to the due date thereof or on the due date thereof in
immediately available funds. If any Interest Payment Date (other than a stated
maturity or redemption date) would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be postponed to the next succeeding day
that is a Business Day. If the stated maturity or redemption date of this Bond
would otherwise be a day that is not a Business Day, such stated maturity or
redemption date, as the case may be, will be the next succeeding day that is a
Business Day, and no additional interest shall accrue as a result of such
delayed payment.
SECTION 3.07. Effective Period of Supplemental Indenture. The preceding
provisions of Articles I, II and III of this supplemental indenture shall remain
in effect only so long as any of the Bonds of the Floating Rate Series B shall
remain outstanding.
SECTION 3.08. Effect of Approval of Board of Public Utilities of the State
of New Jersey. The approval of the Board of Public Utilities of the State of New
Jersey of the execution and delivery of these presents and of the issue of any
Bond of the Floating Rate Series B shall not be construed as approval of said
Board of any other act, matter or thing which requires approval of said Board
under the laws of the State of New Jersey.
SECTION 3.09. Execution in Counterparts. For the purpose of facilitating
the recording hereof, this supplemental indenture has been executed in several
counterparts, each of which shall be and shall be taken to be an original, and
all collectively but one instrument.
13
IN WITNESS WHEREOF, Public Service Electric and Gas Company, party hereto
of the first part, after due corporate and other proceedings, has caused this
supplemental indenture to be signed and acknowledged or proved by its President
or one of its Vice Presidents and its corporate seal hereunto to be affixed and
to be attested by the signature of its Secretary or an Assistant Secretary; and
US Bank National Association, as Trustee, party hereto of the second part, has
caused this supplemental indenture to be signed and acknowledged or proved by
its President or one of its Vice Presidents, and its corporate seal to be
hereunto affixed and to be attested by the signature of its Secretary, Assistant
Secretary, Vice President, or an Assistant Vice President. Executed and
delivered this 5th day of March 2008.
Attest:
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By /s/ M. A. Plawner
-----------------------------------------
M. A. Plawner
Vice President
Attest:
/s/ S. L. Guibord
- -----------------------------------
S. L. Guibord
Assistant Secretary
US BANK NATIONAL ASSOCIATION
By /s/ N. Barnes
-----------------------------------------
N. Barnes
Vice President
Attest:
/s/ P. O'Brien
- -----------------------------------
P. O'Brien
Vice President
14
STATE OF NEW JERSEY )
SS:)
COUNTY OF ESSEX )
Be it Remembered, that on this 5th day of March 2008, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared M.A.
Plawner, who, I am satisfied, is a Vice President of Public Service Electric and
Gas Company, one of the corporations named in and which executed the foregoing
instrument, and is the person who signed the said instrument as such officer,
for and on behalf of such corporation, and I having first made known to him the
contents thereof, he did acknowledge that he signed the said instrument as such
officer, that the said instrument was made by such corporation and sealed with
its corporate seal, that the said instrument is the voluntary act and deed of
such corporation, made by virtue of authority from its Board of Directors, and
that said corporation the mortgagor, has received a true copy of said
instrument.
/s/ Michelle Zelinski
-----------------------------------------
Michelle Zelinski
Notary Public of New Jersey
My Commission Expires August 15, 2011
STATE OF NEW JERSEY )
SS:)
COUNTY OF ESSEX )
Be it Remembered, that on this 5th day of March 2008, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared
Norman Barnes, who, I am satisfied, is a Vice President of US Bank National
Association, one of the corporations named in and which executed the foregoing
instrument, and is the person who signed the said instrument as such officer,
for and on behalf of such corporation, and I having first made known to him the
contents thereof, he did acknowledge that he signed the said instrument as such
officer, that the said instrument was made by such corporation and sealed with
its corporate seal, and that the said instrument is the voluntary act and deed
of such corporation, made by virtue of authority from its Board of Directors.
/s/ Melody Nedrick
----------------------------------
Melody Nedrick
Notary Public of New Jersey
My Commission Expires March 3, 2010
15
CERTIFICATE OF RESIDENCE
US Bank National Association, Mortgagee and Trustee within named, hereby
certifies that its precise residence is 21 South Street, Morristown, New Jersey
07960.
US BANK NATIONAL ASSOCIATION
By /s/ N. Barnes
----------------------------------------
N. Barnes
Vice President