EXHIBIT 4(b) (ix)
This instrument was prepared by
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
MORTGAGE
________________________________________________________________________________
SOUTH JERSEY GAS COMPANY
TO
THE BANK OF NEW YORK,
TRUSTEE
_____________________________________
TWENTY-SECOND SUPPLEMENTAL INDENTURE
DATED AS OF______________, 1998
______________________________________
PROVIDING FOR THE ISSUANCE OF FIRST MORTGAGE BONDS,
10% MEDIUM TERM NOTES SERIES A
AND
FURTHER SUPPLEMENTING THE INDENTURE OF MORTGAGE
DATED OCTOBER 1, 1947
______________________________________
(THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)
________________________________________________________________________________
THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE dated as of_____, 1998_____
between SOUTH JERSEY GAS COMPANY, a New Jersey corporation, with principal
offices at Number ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
party of the first part, hereinafter called the "Company," and The Bank of New
York (successor trustee to Guarantee Bank), a New York banking corporation with
a corporate trust office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, party of the second part, hereinafter called "Trustee," as Trustee under
the Indenture of Mortgage hereinafter mentioned, Witnesseth that:
Whereas, the Company has heretofore duly executed, acknowledged and
delivered to Guarantee Bank and Trust Company (name later changed to Guarantee
Bank), as Trustee, a certain Indenture of Mortgage dated October 1, 1947
(hereinafter called the "Original Indenture" and collectively with all
supplements thereto, the "Indenture") to provide for the issuance of, and to
secure, its First Mortgage Bonds (the "Bonds"), issuable in series and without
limit as to aggregate principal amount (except as provided under Article III of
the Original Indenture), and by the Original Indenture granted and conveyed unto
the Trustee, upon the trusts and for the uses and purposes therein specifically
set forth, certain real estate, franchises and other property therein described
or which might be thereafter acquired by it, to secure the payment of the
principal of and interest on the Bonds from time to time issued thereunder, and
pursuant to which the Company provided for the creation of an initial series of
First Mortgage Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 4 1/8% Series due 1977" (herein and in the Original Indenture sometimes
called the "Bonds of the Initial Series"); and
Whereas, the Original Indenture provides that Bonds may be issued
thereunder from time to time and in one or more series, upon conditions therein
fully provided, the Bonds of each series to be substantially in the forms
therein recited for the Bonds of the Initial Series but with such omissions,
variations and insertions as are authorized or permitted by the Original
Indenture and determined and specified by the Board of Directors of the Company;
and
Whereas, the Company has heretofore duly executed, acknowledged and
delivered to the Trustee a First Supplemental Indenture dated as of October 1,
1952, a Second Supplemental Indenture dated as of February 1, 1961, a Third
Supplemental Indenture dated as of July 1, 1963, a Fourth Supplemental Indenture
dated as of August 1, 1966, a Fifth Supplemental Indenture dated as of September
1, 1968, a Sixth Supplemental Indenture dated as of July 1, 1969, a Seventh
Supplemental Indenture dated as of July 1, 1971, an Eight Supplemental Indenture
dated as of June 1, 1973, a Ninth Supplemental Indenture dated as of July 1,
1974, a Tenth Supplemental Indenture dated as of November 10, 1976, an Eleventh
Supplemental Indenture dated as of December 1, 1979, a Twelfth Supplemental
Indenture dated as of June 1, 1980, a Thirteenth Supplemental Indenture dated as
of August 1, 1981, a Fourteenth Supplemental Indenture dated as of August 1,
1984, a Fifteenth Supplemental Indenture dated as of July 1, 1986, a Sixteenth
Supplemental Indenture dated as of April 1, 1988, a Seventeenth Supplemental
Indenture dated of as May 1, 1989, an Eighteenth Supplemental Indenture dated as
of March 1, 1990, a Nineteenth Supplemental Indenture dated as of April 1,
1992, a Twentieth Supplemental Indenture dated as of June 1, 1993 and a Twenty-
First Supplemental Indenture dated as of
-2-
March 1, 1997 (hereinafter called, respectively, the "First Supplement," the
"Second Supplement," the "Third Supplement," the "Fourth Supplement," the "Fifth
Supplement," the "Sixth Supplement," the "Seventh Supplement," the "Eighth
Supplement," the "Ninth Supplement," the "Tenth Supplement," the "Eleventh
Supplement," the "Twelfth Supplement," the "Thirteenth Supplement," the
"Fourteenth Supplement," the "Fifteenth Supplement," the "Sixteenth Supplement,"
the "Seventeenth Supplement," the "Eighteenth Supplement," the Nineteenth
Supplement," the "Twentieth Supplement" and the "Twenty-First Supplement") (the
Original Indenture, all such supplemental indentures and the Twenty-Second
Supplemental Indenture being hereinafter collectively referred to as the
"Indenture"), pursuant to which the Company provided for the creation of a
second series of Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 3 7/8% Series due 1977" (herein and in the First Supplement sometimes
called the "Bonds of the Second Series"), a third series of Bonds designated as
"South Jersey Gas Company First Mortgage Bonds, 5% Series due 1986" (herein and
in the Second Supplement sometimes called the "Bonds of the Third Series"), a
fourth series of Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 4 1/2% Series due 1988" (herein and in the Third Supplement sometimes
called the "Bonds of the Fourth Series"), a fifth series of Bonds designated as
"South Jersey Gas Company First Mortgage Bonds, 5.70% Series due 1991" (herein
and in the Fourth Supplement sometimes called the "Bonds of the Fifth Series"),
a sixth series of Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 7% Series due 1993" (herein and in the Fifth Supplement sometimes called
the "Bonds of the Sixth Series"), a seventh series of Bonds designated as "South
Jersey Gas Company First Mortgage Bonds, 7 7/8% Series due 1994" (herein and in
the Sixth Supplement sometimes called the "Bonds of the Seventh Series"), an
eighth series of Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 8 1/4% Series due 1996" (herein and in the Seventh Supplement sometimes
called the "Bonds of the Eighth Series"), a ninth series of Bonds designated as
"South Jersey Gas Company First Mortgage Bonds, 8 1/4% Series due 1998" (herein
and in the Eighth Supplement sometimes called the "Bonds of the Ninth Series"),
a tenth series of Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 9 1/2% Series due 1989" (herein and in the Ninth Supplement sometimes
called the "Bonds of the Tenth Series"), an eleventh series of Bonds designated
as "South Jersey Gas Company First Mortgage Bonds, 8% Series due 1995" (herein
and in the Twelfth Supplement sometimes called the "Bonds of the Eleventh
Series"), a twelfth series of Bonds designated as "South Jersey Gas Company
First Mortgage Bonds, 15 3/4% Series due 1996" (herein and in the Thirteenth
Supplement sometimes called the "Bonds of the Twelfth Series"), a thirteenth
series of Bonds designated as "South Jersey Gas Company First Mortgage Bonds, 14
3/8% Series due 1996" (herein and in the Fourteenth Supplement sometimes called
the "Bonds of the Thirteenth Series"), a fourteenth series of Bonds designated
as "South Jersey Gas Company First Mortgage Bonds, 9.20% Series due 1998"
(herein and in the Fifteenth Supplement sometimes called the "Bonds of the
Fourteenth Series"), a fifteenth series of Bonds designated as "South Jersey Gas
-3-
Company First Mortgage Bonds, 10 1/4% Series due 2008" (herein and in the
Sixteenth Supplement sometimes called the "Bonds of the Fifteenth Series"), a
sixteenth series of Bonds designated as "South Jersey Gas Company First Mortgage
Bonds, 9% Series due 2010" (herein and in the Eighteenth Supplement sometimes
called the "Bonds of the Sixteenth Series"), a seventeenth series of Bonds
designated as "South Jersey Gas Company First Mortgage Bonds, 8.19% Series due
2007" (herein and in the Nineteenth Supplement sometimes called the "Bonds of
the Seventeenth Series"), an eighteenth series of Bonds designated "South Jersey
Gas Company First Mortgage Bonds 6.95% Series Due 2013 (herein and in the
Twentieth Supplement sometimes called the "Bonds of the Eighteenth Series") and
a nineteenth series of Bonds designated as "South Jersey Gas Company First
Mortgage Bonds, 7.70% Series due 2027 (herein and in the Twenty-First Supplement
sometimes called the "Bonds of the Nineteenth Series") and
Whereas, pursuant to the Indenture there have been executed,
authenticated and issued, and there are outstanding as of the date of execution
hereof by the Company, First Mortgage Bonds of series and in principal amounts
as follows:
SERIES ISSUED NOW OUTSTANDING
Bonds of the Initial Series $ 4,000,000 -0-
Bonds of the Second Series $ 4,500,000 -0-
Bonds of the Third Series $ 4,500,000 -0-
Bonds of the Fourth Series $ 5,000,000 -0-
Bonds of the Fifth Series $ 5,000,000 -0-
Bonds of the Sixth Series $ 6,000,000 -0-
Bonds of the Seventh Series $ 6,000,000 -0-
Bonds of the Eighth Series $ 4,000,000 -0-
Bonds of the Ninth Series $ 6,000,000 -0-
Bonds of the Tenth Series $ 6,000,000 -0-
Bonds of the Eleventh Series $ 1,000,000 -0-
Bonds of the Twelfth Series $20,000,000 -0-
Bonds of the Thirteenth Series $10,000,000 -0-
Bonds of the Fourteenth Series $20,000,000 -0-
Bonds of the Fifteenth Series $25,000,000 $20,454,000
Bonds of the Sixteenth Series $35,000,000 $26,250,000
Bonds of the Seventeenth Series $25,000,000 $20,454,000
Bonds of the Eighteenth Series $35,000,000 $35,000,000
Bonds of the Nineteenth Series $35,000,000 $35,000,000
; and
Whereas, said Bonds of the Fifteenth Series, Bonds of the Sixteenth Series,
Bonds of the Seventeenth Series, Bonds of the Eighteenth Series and Bonds of the
Nineteenth constitute the only Bonds outstanding under the Indenture; and
Whereas, the Company is making provisions for the issuance and sale of its
Medium-Term Notes Series A (the "Notes"), to be issued under an Indenture of
Trust (the "Note Indenture") to be dated as of________, 1998 between the Company
and The Bank of New York, as
-4-
trustee (the "Note Trustee") and to be secured by ▇▇▇▇▇ of the Twentieth Series
(as defined below); and
Whereas, the Company, by appropriate resolutions adopted by its Board of
Directors pursuant to the terms of the Original Indenture, has duly determined
to create a new series of Bonds to be issued under the Indenture, including this
Twenty-Second Supplemental Indenture dated as of , 1998 (hereinafter
called the "Twenty-Second Supplement"), to be designated as "South Jersey Gas
Company First Mortgage Bonds, 10% Medium Term Notes Series A (hereinafter
sometimes called the "Bonds of the Twentieth Series"), and has duly determined
that the terms and form of the Bonds of the Twentieth Series, which will be
fully registered bonds, and the form of the Trustee's Certificate of
Authentication to be set forth on the Bonds of the Twentieth Series, shall be
substantially as follows respectively:
-5-
[FORM OF BOND]
This Bond is not transferable except as provided in the Indenture and in the
Indenture of Trust dated as of_______, 1998 between the Company and The Bank of
New York, as Trustee.
REGISTERED REGISTERED
NUMBER AMOUNT
R $100,000,000
SOUTH JERSEY GAS COMPANY
FIRST MORTGAGE BOND, 10% MEDIUM TERM NOTES SERIES A
South Jersey Gas Company, a New Jersey corporation (hereinafter called the
"Company"), for value received, promises to pay on________, 2038 to The Bank of
New York, as trustee under the Indenture of Trust dated as of________, 1998,
between the Company and such trustee (the "Trustee") or registered assigns, on
the surrender hereof, the principal sum of One Hundred Million Dollars, and to
pay interest thereon from the date hereof, at the rate of 10% per annum
(computed on the basis of a 360 day year of twelve 30 day months), such interest
to be payable May 1 and November 1 in each year until the obligation of the
Company with respect to the payment thereof shall be discharged; provided,
however that the Company shall receive certain credits against such obligations
as set forth in the Twenty-Second Supplemental Indenture dated________, 1998
referred to below.
All payments of principal hereof and interest hereon shall be paid at the
corporate trust office of the Trustee, or at such other places as the Company
may agree, 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; provided however, that any such payments of principal and
interest shall be subject to receipt of certain credits against such payment
obligations as set forth in the Twenty-Second Supplemental Indenture dated
________, 1998 referred to below.
This Bond is one of an authorized issue of Bonds of the Company, designated
as its First Mortgage Bonds, without specified limit as to aggregate authorized
principal amount and issuable in one or more series (each of which is
hereinafter referred to as a "Series"), all issued or to be issued under and
(except in respect of any sinking, replacement, purchase, or other analogous
fund provided in said indenture or in any supplement thereto for any one or more
particular series of Bonds) equally and ratably secured by an indenture dated
October 1, 1947 (hereinafter called the "Original Indenture") between the
Company and Guarantee Bank and Trust Company, as predecessor trustee, as
supplemented by indentures supplemental thereto, including a Twenty-Second
Supplemental Indenture dated as of_______, 1998 (hereinafter called the "Twenty-
Second Supplement"), duly executed by the Company to the Trustee, to which
Original
-6-
Indenture and all indentures supplemental thereto (herein sometimes collectively
called the "Indenture") reference is hereby made for a description of the
property mortgaged and pledged and the respective rights of the Company, the
Trustee, and the Bondholders in respect thereof, and for a specification of the
principal amount of said Bonds from time to time issuable thereunder and the
conditions upon which said Bonds may be issued and shall be secured.
The Bonds of the 10% Medium Term Notes Series A, of which this Bond is one,
are of similar tenor hereto, and are limited to the aggregate authorized
principal amount of $100,000,000, except as provided in Section 2.11 of the
Original Indenture (relating to replacement of mutilated, lost, destroyed or
stolen Bonds).
On certain defaults by the Company, as provided in the Indenture, the
principal of said Bonds may become payable in advance of the expressed maturity
thereof.
As more fully provided in the Indenture, the Bonds of this Series are
subject to redemption, either as a whole or in part from time to time, on not
more than 60 nor less than 30 days' written notice in advance of the date fixed
for redemption through the application of proceeds from the condemnation of
property subject to the lien of the Indenture, or proceeds of sale of such
property to a governmental body or agency having the power of eminent domain
made as the result of the threat (evidenced in writing by such body or agency)
of condemnation of such property, but not through the application of funds from
any other source, upon payment of the principal amount thereof together with
accrued interest to the date fixed for redemption. Except as set forth in this
paragraph, the Bonds of this Series are not subject to redemption.
This Bond is transferable, but only as provided in the Indenture and the
Indenture of Trust dated as of_______, 1998, between the Company and The Bank of
New York, as trustee, upon surrender hereof, by the registered owner in person
or by attorney duly authorized in writing, at either of said offices where the
principal hereof and interest hereon are payable. Upon any such transfer a new
fully registered Bond similar hereto will be issued to the transferee. This
Bond may in like manner be exchanged for one or more new fully registered Bonds
of the same series of other authorized denominations but of the same aggregate
principal amount. 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 ▇▇▇▇ 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 any
denomination authorized by the Company.
As more fully provided in the Indenture, any of the provisions of the
Indenture or any Bonds issued pursuant thereto may be altered, amended, or
eliminated, or additional provisions
-7-
added, with the consent of the holders or registered owners (evidenced as
provided in the Indenture) of at least 66 2/3% in principal amount of the bonds
issued thereunder and then outstanding, or, if such change pertains only to the
Bonds of one or more Series but less than all Series of Bonds outstanding, the
holders or registered owners of at least 66 2/3% in principal amount of the then
outstanding Bonds of each Series to which such change pertains; provided,
however, that none of the provisions of any Bond with respect to the time,
terms, manner, or amount of any payment of the principal thereof or interest
thereon shall be changed without the consent of the holder or registered owner
of such Bond nor shall there be reduced the percentage of Bonds the holders of
which are required to consent to the execution of any supplemental indenture.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto, or in any Bond issued
under the Indenture or coupon thereby secured or because of any indebtedness
thereby secured, 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 or law, statue 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 the Indenture and
any indenture supplemental thereto, and the obligations thereby secured, 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 or
coupons thereby secured, or implied therefrom.
The execution by the Trustee, or by its successor in trust under the
Indenture, of the Trustee's certificate of authentication set forth hereon is
essential to the validity of this Bond.
IN WITNESS WHEREOF, SOUTH JERSEY GAS COMPANY has caused this Bond to be
duly executed by the manual or facsimile signatures of its proper officers under
its corporate seal or a facsimile thereof.
Date:__________________,_______
SOUTH JERSEY GAS COMPANY
By:________________________________
President
[CORPORATE SEAL]
Attest:
-8-
__________________________________
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
The within Bond is one of the Bonds of the Series designated therein, which
are described or provided for in the within-mentioned Indenture.
The Bank of New York, Trustee
By ________________________
Authorized Signatory
; and
WHEREAS, the Company deems it advisable and has determined pursuant to the
provisions of the Original Indenture, to convey, transfer and assign to the
Trustee and to subject to the lien of the Indenture with the same effect as
though included in the granting clauses of the Original Indenture certain
additional property now owned by the Company; and
WHEREAS, the execution and delivery of the Twenty-Second Supplement have
been duly authorized by the Board of Directors of the Company at a meeting duly
called and held according to the law; and
WHEREAS, all acts and things prescribed by law, by the charter and bylaws
of the Company and by the Indenture necessary to make the Bonds of the Twentieth
Series, when executed by the Company and authenticated by the Trustee as in the
Indenture provided, valid, binding and legal obligations of the Company, and to
make the Twenty-Second Supplement a valid, binding and legal instrument in
accordance with its terms, have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS TWENTY-SECOND SUPPLEMENT WITNESSETH, that by way of
further assurance and in consideration of the premises and of the acceptance by
the Trustee of the trusts hereby created, and in order to secure further payment
of the principal of, the premium, if any, and the interest on all Bonds at any
time issued and outstanding under the Indenture, according to their tenor and
effect, and the performance and observance by the Company of the covenants and
conditions contained in the Indenture and in said Bonds, the Company has
executed and delivered the Twenty-Second Supplement, and has granted, bargained,
sold, conveyed, aliened, enfeoffed, mortgaged, pledged, released, confirmed,
assigned, transferred and set over, and by these presents does ▇▇▇▇▇, bargain,
sell, convey, alien, enfeoff, mortgage, pledge, release, confirm, assign,
transfer and set over unto the Trustee, its successors in the trust and its and
their assigns, the following described property:
1. All and singular its lands, real estate and any and every interest in
lands or real estate wheresoever situate.
-10-
2. All buildings, structures, machinery, apparatus and equipment situate
upon the premises referred to above or appurtenant thereto or used in connection
therewith, and all property of the Company used or useful in and about the
business of manufacturing, transmitting and disposing of gas for light, heat,
power or other purposes and consisting of, inter alia, gas works and plants,
engines, furnaces, boilers generators, machinery, shafting, belting, retorts,
tanks, condensers, pumps, steam holders, gas holders, purifiers, scrubbers, tar
extractors, separators, dehydrators, pressure regulators, blowers, compressors,
motors, exhausters, tracks and sidings, oil-gas generators, expansions tanks,
gas mains, pipes, gas transmissions systems, gas distribution systems, tunnels,
service pipes, pipe line fittings, gates, valves, connections, implements, gas
meters, lamps and all other appliances, instruments, equipment, stores, repair
parts and the like, now owned by the Company, and all other property for similar
uses hereafter in any way acquired by the Company or to which it may hereafter
be entitled, it being hereby expressly agreed that any and all personal property
covered by the foregoing description, whether or not located in or upon the real
property of the Company, shall be considered as fixtures and appurtenances
constituting part of the real property of the Company.
3. All easements, rights of way, rights, franchises, contracts, permits,
leases, licenses, privileges and appurtenances belonging or in any way
appertaining to the premises and property hereinbefore referred to, or to any
other property now owned by the Company or hereafter acquired by it, and every
part thereof, or derived or acquired by the Company in any manner whatsoever;
and all the reversions, remainders, revenues, rents, issues, and profits of all
property at any time subject hereto and all the estate, right, title, interest,
property, possession, claim, and demand whatsoever, as well at law as in equity,
of the Company, of, in, and to the same and every part thereof.
4. All other property of whatever kind and description, whether real or
personal, now owned or which may at any time hereafter be acquired by the
Company, and whether or not specifically described or referred to herein,
excepting, however, all materials and supplies consumable in the operation of
the properties of the Company, all merchandise and products acquired,
manufactured, produced, or held for sale in the usual course of business, all
automobiles and motor vehicles, and all cash, accounts receivable, stocks,
bonds, notes, and other securities which are neither specifically pledged with
the Trustee nor required by any provision of the Indenture to be pledged with
the Trustee.
5. All money, securities, or property of any kind which may at any time
be paid, conveyed, assigned, transferred or delivered to the Trustee by the
Company or any other person, to be held hereunder as additional security for all
the Bonds, which money, securities, or property the Trustee is hereby authorized
to receive and accept.
UNDER AND SUBJECT to any excepted encumbrances of the character defined in
Subdivision A of Section 3.04 of the Original Indenture.
-11-
TO HAVE AND TO HOLD the same unto the Trustee, its 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;
PROVIDED, HOWEVER, and these presents are upon the condition that if the
Company, its successors or assigns, shall pay or cause to be paid the principal
of and interest on all said Bonds, or shall provide, as permitted by the
Indenture, for the payment thereof by depositing with the Trustee the entire
amount due or to become due thereon for principal, interest and premium, if any,
and if the Company shall also pay or cause to be paid all other sums payable
under the Indenture by it, then the Indenture, including this Twenty-Second
Supplement, and the estate and rights thereby granted shall cease, determine and
be void, otherwise to be and remain in full force and effect.
IT IS HEREBY FURTHER COVENANTED, DECLARED AND AGREED by and between the
Company and the Trustee for the benefit of those who shall hold Bonds of the
Twentieth Series, or any of them, as follows:
ARTICLE I
DESCRIPTION OF BONDS OF THE TWENTIETH SERIES
SECTION 1.1 The Bonds of the Twentieth Series shall be designated
as "South Jersey Gas Company First Mortgage Bonds, 10% Medium Term Notes Series
A," and shall be issuable as fully registered Bonds, substantially in the form
hereinbefore recited, but they may bear and contain such legends and
modifications as may be required by law or as may be necessary to comply with
requirements of any stock exchange or of any regulatory board, body or official
and shall be issued initially to the Trustee. Except as provided in Section
2.11 of the Original Indenture, the aggregate principal amount of Bonds
authorized by the Twenty-Second Supplement is limited to $100,000,000, and
except as aforesaid, and except for exchanges and transfers, the Company shall
not execute and the Trustee shall not authenticate or deliver Bonds of the
Twentieth Series in excess of such aggregate principal amount.
SECTION 1.2 Except as otherwise provided in Section 2.11 of the Original
Indenture, Bonds of the Twentieth Series shall be dated and shall bear interest
from the May 1 or November 1 next preceding the date of authentication thereof
by the Trustee, except that if the authentication date is an interest payment
date, such Bonds shall be dated, and shall bear interest from, the
authentication date; provided, however, that if upon authentication of any Bonds
of the Twentieth Series upon transfer or in exchange for other such Bonds,
interest on the Bonds of the Twentieth Series shall be in default, the date from
which such Bond shall bear interest shall be the date to which interest shall
have been paid upon the Bonds transferred or surrendered in exchange for the
Bond so authenticated; and provided further, however, that in the case of the
authentication of Bonds of the
-12-
Twentieth Series upon an original issue hereunder, such Bonds may be dated the
date of authentication thereof and in such case shall bear interest from such
date of authentication.
SECTION 1.3 Bonds of the Twentieth Series shall mature_______, 2038, and
shall bear interest on the unpaid principal amount thereof at the rate of 10%
per annum (computed on the basis of a 360-day year of twelve 30-day months),
payable on May 1 and November 1 in each year, until the obligation of the
Company with respect to the payment thereof shall be discharged; provided,
however, that the Company shall receive certain credits against principal and
interest as set forth in Section 2.1 hereof. Subject to the provisions of
Section 2.1 below, all payments of principal and interest shall be made at the
corporate trust office of the Trustee, or at such other places as the Company
may agree, 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.
SECTION 1.4 Bonds of the Twentieth Series shall be issuable only in the
form of fully registered Bonds in any denomination authorized by the Company.
SECTION 1.5 Bonds of the Twentieth Series shall be transferable and
exchangeable, but only as provided in the Indenture and the Note 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 Twentieth Series, but the Company may require payment of a sum sufficient
to cover any tax or any other governmental charge that may be imposed in
relation thereto.
SECTION 1.6 On the Substitution Date (as defined below), the Trustee
will deliver to the Company for cancellation all Bonds of the Twentieth Series.
The Company will cause the Trustee to provide notice to all holders of Bonds of
the Twentieth Series prior to the occurrence of the Substitution Date.
"Substitution Date" shall mean the date that all Bonds issued and outstanding
under the Indenture, other than the Bonds of the Twentieth Series (the "First
Mortgage Bonds"), have been retired (at, before or after the maturity thereof)
through payment, redemption or otherwise (including those First Mortgage Bonds
deemed to be paid within the meaning of the Indenture).
-13-
SECTION 1.7 Bonds of the Twentieth Series shall be subject to
redemption, either as a whole or in part from time to time upon payment of the
principal amount thereof through the application pursuant to Subdivision C of
Section 6.07 of the Original Indenture of proceeds from the condemnation of
property subject to the lien of the Indenture, or proceeds of sale of such
property to a governmental body or agency having the power of eminent domain
made as a result of the threat (evidenced in writing by such body or agency) or
condemnation of such property, but not through the application of money from any
other source together with accrued interest to the date fixed for redemption.
Except as set forth in this Section 1.7, the Bonds of the Twentieth Series are
not subject to redemption.
The election of the Company to redeem any of the Bonds of the Twentieth
Series shall be evidenced by a resolution of its Board of Directors calling all
or a stated principal amount thereof for redemption on a stated 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. The Company shall on or before such
redemption date deposit with the Trustee the total redemption price of all 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 Twentieth
Series, the particular Bonds to be redeemed shall be selected by the Trustee in
the manner set forth in this Section 1.7 of the Twenty-Second Supplement from
the Bonds of the Twentieth Series then outstanding. The Trustee shall certify
to the Company the numbers of the Bonds selected and the portion of the
principal amount of each Bond that is to be redeemed.
The Trustee shall, not more than 60 nor less than 30 days in advance of
such redemption date, give, in the name of the Company, written notice that
Bonds of the Twentieth Series bearing the serial numbers specified have been
called for redemption, that they will be due and payable on such redemption date
at the corporate trust office of the Trustee at a stated amount (which shall be
the applicable redemption price), and that all interest thereon will cease to
accrue after said date (unless the Company shall default in payment of the
amount necessary to effect such redemption). If all the Bonds of the Twentieth
Series be called, the notice shall so state and may omit the numbers thereof.
The notice shall state that the Bonds will be payable at the stated redemption
price, plus accrued interest to the redemption date. If the redemption date is
an interest payment date, the notice may state that the interest payment due on
such date will be paid in the usual manner. Such notice of redemption shall be
given to the registered owners of Bonds which, or portions of which, are to be
redeemed by mailing the same to such registered owners, at their respective
addresses as the same appear on the aforementioned registry books.
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 of
the President or a Vice President of the Company stating that all conditions
precedent provided for herein (including compliance with all applicable
covenants) relating to such redemption have been complied with.
-14-
Each Bond so called for redemption shall be due and payable at the places
and price and on the date specified in such notice. Subject to any agreement as
described below, beginning on the date when each Bond shall be due and payable
as aforesaid, the holder thereof may present the same for redemption, in
negotiable form, and the Trustee shall, out of the money deposited with it under
the provisions of this Section, cause the same to be paid and redeemed; after
said date (unless upon such presentation on or after the due date the Trustee
shall have refused or failed to make such payment) all further interest shall
cease to accrue thereon. In any case where the redemption date is an interest
payment date, the interest payment due on such date on Bonds called for
redemption may be paid in the usual manner.
Whenever less than all of the outstanding Bonds of the Twentieth Series are
to be redeemed, the principal amount of Bonds of the Twentieth Series to be
redeemed, shall be prorated among the holders of the Bonds of the Twentieth
Series in the proportion, as nearly as practicable, that their respective
holdings bear to the aggregate principal amount of Bonds of the Twentieth Series
outstanding on the date of selection. In making any proration pursuant to this
provision, the Trustee may make such adjustment as it may determine, with the
approval of the Company, to the end that the principal amount prorated to each
holder of Bonds shall be in each instance $1,000 or an integral multiple
thereof.
If only a part of any fully registered Bond shall be selected by the
Trustee in the manner set forth above, the notice of redemption hereinbefore
provided for shall specify the distinctive 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 Twentieth Series, in aggregate principal amount equal
to the unredeemed portion of such surrendered Bond, shall be executed by the
Company, authenticated by the Trustee, and delivered to the registered owner
thereof, without expense to such holder.
The Company may enter into an agreement with the registered owners of any
Bond of the Twentieth Series (or prospective registered owner of any such Bond)
providing for the payment without the surrender of such Bond to such registered
owner (or to such prospective registered owner, upon becoming a registered owner
of any such Bond) of the principal of and the premium, if any, and interest on
such Bond or any part thereof at a place other than the offices or agencies
therein specified, and for the making of notation as to principal payments, if
any, on such Bond by such registered owner or by any agent of the Company or of
the Trustee. A copy of any such agreement shall be filed with the Trustee. The
Trustee is authorized to approve any such agreement, and shall thereafter make
all payments on such Bond as provided in such agreement. The Trustee shall not
be liable for any act or omission to act on the part of the Company, any such
registered owner or any agent of the Company in connection with any such
agreement.
So long as any of the Bonds of the Twentieth Series shall remain
outstanding, upon any application by the Trustee of funds from sources described
in this Section 1.7 of the Twenty-Second Supplement to the redemption of Bonds
pursuant to Subdivision C of Section 6.07 of the
-15-
Original Indenture, if less than all Bonds of all Series then outstanding are to
be redeemed, a principal amount of Bonds of the Twentieth Series shall be
redeemed by the application of a portion of such funds, such portion to be
determined by multiplying the total amount of such funds so to be applied by a
fraction the numerator of which shall be the aggregate amount required for the
redemption, pursuant to Subdivision C of Section 6.07 (exclusive of accrued
interest, if any), of all of the Bonds of the Twentieth Series outstanding on
the date of the selection for such redemption and the denominator of which shall
be the aggregate amount required for the redemption, pursuant to such
Subdivision C of Section 6.07 (exclusive of accrued interest, if any), of all of
the Bonds of all Series outstanding on such date; provided, however, that
nothing in this Section 1.7 shall restrict the manner (pro rata, by lot or
otherwise) by which the remaining balance of such funds shall be applied to the
redemption of Bonds of any Series other than the Twentieth Series.
ARTICLE II
CREDITS WITH RESPECT TO BONDS OF THE TWENTIETH SERIES
SECTION 2.1 In addition to any other credit, payment or satisfaction to
which the Company is entitled with respect to the Bonds of the Twentieth Series,
the Company shall be entitled to credits against amounts otherwise payable in
respect of the Bonds of the Twentieth Series in an amount corresponding to (i)
the principal amount of any of the Company's Notes issued under the Note
Indenture surrendered to the Note Trustee by the Company, or purchased by the
Note Trustee, for cancellation, (ii) the amount of money held by the Note
Trustee and available and designated for the payment of principal of, and/or
interest on, the Notes, regardless of the source of payment to the Note Trustee
of such moneys and (iii) the amount by which principal of and interest due on
the Bonds of the Twentieth Series exceeds principal of and interest due on the
Notes. The Note Trustee shall make notation on such Bonds authorized hereby of
any such credit.
SECTION 2.2 A certificate of the Company signed by the President or any
Vice President, and attested to by the Secretary or any Assistant Secretary, and
consented to by the Note Trustee, stating that the Company is entitled to a
credit under Section 2.1 hereof or that Bonds of the Twentieth Series have been
canceled, and setting forth the basis therefor in reasonable detail, shall be
conclusive evidence of such entitlement, and the Trustee shall accept such
certificate as such evidence without further investigation or verification of
the matters stated therein.
SECTION 2.3 Notwithstanding anything in this Supplemental Indenture to
the contrary the obligation of the Company to make payment with respect to the
principal of and premium, if any, and interest on the Bonds of the Twentieth
Series shall be deemed satisfied and discharged: (i) on the Substitution Date or
(ii) if at any time: (x) the Company shall have paid or caused to be paid the
principal of and premium, if any, and interest on all the outstanding Notes, as
and when the same shall have become due and payable, (y) the Company shall have
delivered
-16-
to the Note Trustee for cancellation all outstanding Notes, or (z) the
Company shall have irrevocably deposited or caused to be irrevocably deposited
with the Note Trustee as trust funds the entire amount in (A) cash, (B) U.S.
Government obligations maturing as to principal and interest in such amounts and
at such times as will insure the availability of cash, or (C) a combination of
cash and U.S. Government obligations, in any case sufficient, without
reinvestment, as certified by an independent public accounting firm of national
reputation in a written certification delivered to the Trustee, to pay at
maturity or the applicable redemption date (provided that notice of redemption
shall have been duly given or irrevocable provision satisfactory to the Note
Trustee shall have been duly made for the giving of any notice of redemption)
all outstanding Notes, including principal and any premium and interest due or
to become due to such date of maturity, as the case may be.
When the obligation of the Company to make payment with respect to the
principal of and premium, if any, and interest on the Bonds of the Twentieth
Series shall be satisfied or deemed satisfied pursuant to this Section 2.3
hereof, the holders of Bonds of the Twentieth Series shall, upon written request
of the Company, deliver without cost to the Company all of the Bonds of the
Twentieth Series, together with such appropriate instruments of transfer or
release as may be reasonably requested by the Company. All Bonds of the
Twentieth Series delivered to the Company in accordance with this Section 2.3
shall be delivered by the Company to the Trustee for cancellation.
ARTICLE III
ADDITIONAL COVENANTS OF THE COMPANY
SECTION 3.1 So long as any Bonds of the Twentieth Series shall remain
outstanding, 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 distribution on such shares, or purchase or otherwise acquire any such
shares (except shares acquired without cost to the Company), or advance any
amount to or invest any amount in the property, securities or indebtedness of,
or guarantee any indebtedness of, any subsidiary if, after giving effect to such
action, the sum of the aggregate amounts so declared, paid, distributed,
purchased, acquired, advanced, invested or guaranteed after December 31, 1997
would exceed the aggregate net income of the Company available for dividends on
its Common Stock earned after such date plus the sum of $56,000,000. For the
purposes of this Section 3.1, "subsidiary" shall mean any corporation directly
or indirectly controlled by or under common control with the Company.
For the purpose of calculating the requirements of this Section 3.1, the
net income of the Company available for dividends on its Common Stock shall be
determined in accordance with such system of accounts as may be prescribed by
any governmental authority having jurisdiction in the premises or in the absence
thereof in accordance with generally accepted accounting principles as in effect
at such time; provided, however, that (a) the deductions for depreciation or
renewal or
-17-
replacement reserves in respect of each year shall be the amount taken therefor
on the accounts of the Company or the amount required to be stated in item (1)
of the Replacement Fund Certificate to be filed under Section 5.19 of the
Original Indenture with respect to the period ending at the close of such year,
whichever be greater, and (b) no deduction or adjustment shall be made from
gross income for or in respect of (i) expenses in connection with the redemption
or retirement of any securities issued by the Company, including any amount paid
in excess of the principal or par or stated value of securities redeemed or
retired, and, if such redemption or retirement is effected with the proceeds of
sale of other securities of the Company, interest on the securities redeemed or
retired from the date on which the funds required for such redemption or
retirement shall be deposited in trust for such purpose to the date of such
redemption or retirement, (ii) profits or losses from sales of capital assets or
taxes in respect of such profits, (iii) any adjustments to retained earnings
(including tax adjustments) applicable to any period prior to January 1, 1998,
(iv) charges for the write-off of unamortized debt discount and expense carried
on the books of the Company at December 31, 1997, or (v) charges for the write-
off or write-down of the amount at which any property of the Company was carried
on its books at December 31, 1997, to the extent that the same shall be approved
by, or be made pursuant to any rule, regulation, or order of, any governmental
authority having jurisdiction in the premises and shall not be required by such
authority to be charged against earnings accumulated after December 31, 1997.
SECTION 3.2 So long as any Bonds of the Twentieth Series shall remain
outstanding, the Company will satisfy its obligations under the Replacement Fund
provided for in Section 5.19 of the Original Indenture first through the use of
all available property additions and retired Bonds of any Series and then, if
and only to the extent that said property additions and retired Bonds are not
sufficient to satisfy such obligations, through the use of cash.
SECTION 3.3 So long as any Bonds of the Twentieth Series remain
outstanding, in the event that the Company shall consolidate or merge with or
into any corporation or corporations, or the Company shall transfer all of its
property and franchises to any other corporation, the corporation formed by any
such consolidation, or into which the Company shall be so merged, or which shall
acquire such property of the Company, shall be a corporation incorporated under
the laws of the United States, any State or the District of Columbia.
SECTION 3.4 So long as any Bonds of the Twentieth Series shall remain
outstanding, no owner of any portion of the mortgaged property will be entitled
to any credit against interest payable on any Bonds by reason of the payment of
any tax on such property.
-18-
ARTICLE IV
ISSUE AND AUTHENTICATION OF BONDS OF THE TWENTIETH SERIES
Upon compliance by the Company with the requirements of the Indenture,
including the Twenty-Second Supplement, for the issuance of additional Bonds,
Bonds of the Twentieth Series up to an aggregate principal amount of
$100,000,000 may forthwith, or from time to time, be executed by the Company and
delivered to the Trustee, and the Trustee shall thereupon authenticate and
deliver said Bonds in accordance with the provisions of Article III of the
Original Indenture. The signature of the officers of the Company on Bonds of
the Twentieth Series may be by facsimile if so authorized by the Company's Board
of Directors.
ARTICLE V
AMENDMENT TO THE ORIGINAL INDENTURE
SECTION 5.1 Section 3.06. of the Original Indenture shall be amended to
delete paragraph (2) of subsection A thereof, so that such Section shall
thereafter read in full as follows:
"SECTION 3.06. ADDITIONAL BONDS - CONDITIONS FOR AUTHENTICATION
- ACQUISITION OR REFUNDING OF BONDS ISSUED HEREUNDER. Whenever any
Bonds shall have been acquired, paid, or retired by the Company, or
whenever the Company shall have made provision for the payment of any
Bonds (as such provision for payment is defined in Article I), or
shall surrender any Bonds to the Trustee, thereupon or at any time
thereafter additional Bonds shall be authenticated and delivered by
the Trustee in a principal amount not exceeding the principal amount
of the Bonds so acquired, paid, retired, surrendered, or for the
payment of which such provision shall have been made, upon application
by the Company and upon compliance with the following conditions, in
addition to those specified in Section 3.03:
A. Any Bonds so acquired, paid, retired or surrendered, or
for which payment shall have been so provided, may, when deposited
with the Trustee as below provided in Subdivision B, be uncancelled or
may have been cancelled; provided, however, that in respect of any
which shall have been cancelled prior to or concurrently with the
application for such authentication (and, for the purposes of this
Subdivision A, in case payment shall have been so provided for such
Bonds, the same shall be deemed to have been cancelled upon the date
of such provision for payment) no Bond shall have been authenticated
in lieu thereof or in exchange therefor or by virtue of the
acquisition, payment, retirement, cancellation, or such provision for
payment thereof; nor shall any money have been withdrawn hereunder by
virtue of such acquisition, payment, retirement, cancellation, or
provision.
-19-
B. There shall be delivered to the Trustee the following
documents:
(1) The Bonds so acquired, paid, retired, or
surrendered. Any of such Bonds which shall be uncancelled
shall be in negotiable form or accompanied by proper
instruments of assignment and transfer, and shall be
accompanied by all unmatured coupons, if any, appertaining
thereto. In the case of any Bonds for which payment shall
have been so provided, such Bonds shall not then be required
to be deposited, but in lieu thereof the Company shall
deliver to the Trustee a statement describing the same;
thereafter, upon payment of such Bonds, the same shall
forthwith be delivered to the Trustee for cancellation. In
the case of any Bonds which shall have been paid or retired
or surrendered and which shall have theretofore been
cancelled and cremated by the Trustee, such Bonds shall not
be required to be deposited, but in lieu thereof the Company
shall deliver to the Trustee a statement describing the same
and specifying the date upon which the same were paid or
retired or surrendered and were cancelled and cremated.
(2) If the Bonds so deposited shall be cancelled Bonds,
or if in lieu of such deposit of Bonds a statement by the
Company shall be delivered as provided in subparagraph (1)
of this Subdivision B, a certificate by the President or a
Vice-President of the Company, stating such facts in
connection therewith as may reasonably be required to show
compliance with the conditions specified in Subdivision A.
C. If the Bonds so acquired, paid, retired, surrendered, or
the payment of which has been so provided for, shall not at any time
theretofore have been bona fide issued by the Company, and if they
shall bear interest at a lower rate per annum than the new Bonds the
authentication of which is then applied for, the net earnings
condition specified in Subdivision C of Section 3.04 shall be complied
with, and the Company shall deliver to the Trustee (i) a net earnings
certificate, conforming to the provision of Subdivision E (3) of
Section 3.04, showing the fixed charges and net earnings of the
Company in such reasonable detail as may be required to show
compliance with said condition, (ii) an opinion of counsel conforming
to the provisions of Subdivision E(4)(b) of Section 3.04, and (iii) a
certificate by the trustee or mortgagee of each prior lien conforming
to the provisions of Subdivision E(5) of Section 3.04"
-20-
SECTION 5.2 The foregoing amendment to Section 3.06 of the Original
Indenture shall become effective upon the earlier to occur of the following:
(a) the date as of which no Bonds remain outstanding that were part of
a series of Bonds initially issued prior to the issuance of Bonds of the
Twentieth Series;
(b) the date as of which a supplemental indenture to the Indenture is
executed by the Company and the Trustee setting forth the foregoing amendment to
Section 3.06 of the Original Indenture, after the holders of at least 66 2/3% of
the Bonds then outstanding have consented to and approved the execution of such
supplemental indenture, all in accordance with Article X and the other relevant
provisions of the Original Indenture.
SECTION 5.3 Each holder of any Bonds of the Twentieth Series, by the
acceptance by such holder of such Bonds, (a) consents to and approves the
foregoing amendment to Section 3.06 of the Original Indenture, and consents to
and approves the execution by the Company and the Trustee of a supplemental
indenture to the Indenture setting forth such amendment, and (b) agrees to
execute such instrument or instruments as may be requested by the Company or the
Trustee to evidence such consent and approval in accordance with Section 10.02
of the Original Indenture.
ARTICLE VI
CONCERNING THE TRUSTEE
SECTION 6.1 The Trustee, for itself and its successors in said trusts,
▇▇▇▇▇▇ accepts the trust hereby provided and agrees to perform the same upon the
terms and conditions contained in the Indenture, including the Twenty-Second
Supplement. The Trustee shall not be responsible in any manner whatsoever for
the recitals in the Twenty-Second Supplement.
SECTION 6.2 So long as any Bonds of the Twentieth Series shall remain
outstanding, any successor trustee to the Trustee shall at all times be a
corporation which shall have at all times a combined capital and surplus of not
less than $100,000,000. If any such successor trustee publishes reports of
condition annually, pursuant to law or to the requirements of a supervising or
examining authority, the combined capital and surplus of such successor trustee
at any time for the purposes of this Section shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.
ARTICLE VII
CONCERNING EVENTS OF DEFAULT
-21-
SECTION 7.1 So long as any Bonds of the Twentieth Series shall remain
outstanding, the following shall constitute events of default within the meaning
of Section 9.02 of the Original Indenture (in addition to the events of default
set forth in Section 9.02 of the Original Indenture);
(a) If the Company shall default in the payment of any portion of the
principal of any Bond of the Twentieth Series, as and when the same shall have
become due, whether at the stated maturity thereof or upon proceedings for
redemption (pursuant to the provisions of any sinking, replacement, purchase or
other analogous fund established in the Original Indenture or pursuant to any
optional or other redemption) or otherwise; provided, however, that in the event
the Company and the Trustee shall have taken all action required to be taken so
that each such payment of principal by means of wire transfer could reasonably
be expected to be effective on the due date thereof, but nevertheless, any such
transfer shall not have been credited to the account of a registered owner of
Bonds of the Twentieth Series to whom such payment is required to be made
effective as of the due date, the Company shall not be deemed to have defaulted
upon the obligation to make such payment until the expiration of five days
following said due date;
(b) if the Company shall default in the payment of any installment of
interest due on any Bond of the Twentieth Series and such default shall continue
for a period of 10 days; or
(c) if the Company shall default in the performance of or compliance
with any other covenant, condition or term contained in the Indenture, including
the Twenty-Second Supplement, and such default shall continue for 30 days after
the Company shall have knowledge thereof.
SECTION 7.2 So long as any Bonds of the Twentieth Series shall remain
outstanding, the Company covenants that if at any time or times or from time to
time an event of default referred to in Section 6.1 of the Twenty-Second
Supplement shall occur, the Company will, on demand of the Trustee, forthwith
pay to the Trustee, for the benefit of all holders of Bonds then outstanding
under the Indenture, a sum equal to the total amount then due for principal and
interest on all Bonds then outstanding under the Indenture, with interest
thereon (to the extent that payment of such interest is enforceable under
applicable law) in accordance with the terms of the respective Bonds.
Should said sum not be so paid to the Trustee, it shall be entitled, at any
time or times and from time to time, in its own name and as Trustee of an
express trust and without the possession or production of any Bonds of any
Series or coupons, to recover judgment for the same against the Company or any
other obligor upon such Bonds.
-22-
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 As supplemented by the Twenty-Second Supplement, the
Indenture is in all respects ratified and confirmed, and the Indenture,
including the Twenty-Second Supplement, shall be read as one instrument. All
terms used in the Twenty-Second Supplement shall have the same meaning as used
elsewhere in the Indenture except where the context clearly indicates otherwise.
SECTION 8.2 The Twenty-Second Supplement has been dated as of , 1998
for convenience. The date of actual execution hereof by each of the parties is
the date shown by the acknowledgment of execution hereof by its officers.
SECTION 8.3 The Twenty-Second Supplement may be executed in several
counterparts, each of which shall be considered an original and all collectively
as but one instrument.
SECTION 8.4 The approval of the New Jersey BPU of the execution and
delivery of these presents, and of the issue of any Bonds of the Twentieth
Series, shall not be construed as approval of said New Jersey BPU of any other
act, matter or thing which requires approval of said New Jersey BPU under the
laws of the States of New Jersey; nor shall the approval of said New Jersey BPU
of the issue of any such Bonds bind said New Jersey BPU or any other public body
or authority of the State of New Jersey having jurisdiction in the premises in
any future application for the issuance of Bonds under the Indenture.
-23-
IN WITNESS WHEREOF, the Company and the Trustee have caused these presents
to be duly executed under the respective corporate seals by their respective
proper officers, all duly authorized thereunto, and have caused these presents
to be dated as of the day and year first above written.
SOUTH JERSEY GAS COMPANY
By: _________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President
ATTEST: [SEAL]
______________________
▇. ▇. ▇▇▇▇▇▇
Secretary
THE BANK OF NEW YORK
By: _________________________
ATTEST:
[SEAL]
______________________
-24-
STATE OF NEW JERSEY :
: ss:
COUNTY OF ATLANTIC :
Be it remembered, that on this ____________, before me, a Notary Public of
New Jersey, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, who, I am satisfied, is
President of South Jersey Gas Company, one of the corporations named in the
foregoing deed or instrument, and I having first made known to him the contents
thereof, he acknowledged that he had signed the same as such officer for and on
behalf of such corporation, that the same was made by such corporation as its
voluntary act and deed, and sealed with its corporate seal, by virtue of
authority of its board of directors, and that he has received, without charge, a
true copy of said foregoing deed or instrument. All of which is hereby
certified.
_____________________________
Notary Public of New Jersey
My Commission Expires:
STATE OF NEW JERSEY :
: ss:
COUNTY OF ▇▇▇▇▇▇ :
Be it remembered, that on this ____________, before me, a Notary Public of
New Jersey, personally appeared, who, I am satisfied, is an Assistant Vice
President of The Bank of New York, one of the corporations named in the
foregoing deed or instrument, and I have first made known to him the contents
thereof, he acknowledged that he had signed the same as such officer for and on
behalf of such corporation, that the same was made by such corporation as its
voluntary act and deed, and sealed with its corporate seal, by virtue of
authority of its board of directors. All of which is hereby certified.
_____________________________
Notary Public of New Jersey
My Commission Expires:
-25-
The within Twenty-Second Supplemental Indenture has been recorded and
filed as follows:
County Date of Recordation Book Page
------ ------------------- ---- ----
New Jersey:
Atlantic
Burlington
Camden
Cape May
Cumberland
Gloucester
Salem
-26-