SUPPLEMENTAL MORTGAGE
--------------------------------------------------------------------------------
Supplemental Indenture
Dated September 1, 2002
---------------------
SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE,
DATED AUGUST 1, 1924
---------------------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
TO
WACHOVIA BANK, NATIONAL ASSOCIATION,
TRUSTEE
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
PROVIDING FOR THE ISSUE OF
$600,000,000 FIRST AND REFUNDING MORTGAGE BONDS,
MEDIUM-TERM NOTES SERIES B
---------------------
RECORD IN MORTGAGE BOOK AND RETURN TO:
▇▇▇▇▇ ▇. ▇▇▇▇▇, ESQ.
80 PARK PLAZA, T5B
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Prepared by
(▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.)
TABLE OF CONTENTS
---------------------
Page
----
RECITALS .................................................................. 1
FORM OF BOND .............................................................. 4
FORM OF CERTIFICATE OF AUTHENTICATION ..................................... 8
GRANTING CLAUSES .......................................................... 9
ARTICLE I.
BONDS OF THE MEDIUM-TERM NOTES SERIES B.
Description of Series 10
ARTICLE II.
REDEMPTION OF BONDS OF MEDIUM-TERM NOTES SERIES B.
SECTION 2.01. Redemption--Redemption Price ............................... 11
SECTION 2.02. Redemptions Pursuant to Section 4C of
Article Eight of the Indenture ............................. 12
SECTION 2.03. Interest on Called Bonds to Cease .......................... 12
SECTION 2.04. Bonds Called in Part ....................................... 13
SECTION 2.05. Provisions of Indenture Not Applicable...................... 13
ARTICLE III.
CREDITS WITH RESPECT TO BONDS OF THE
MEDIUM-TERM NOTES SERIES B.
SECTION 3.01. Credits..................................................... 13
SECTION 3.02. Certificate of the Company.................................. 13
ARTICLE IV.
MISCELLANEOUS.
SECTION 4.01. Authentication of Bonds of Medium-Term
Notes Series B.............................................. 14
SECTION 4.02. Additional Restrictions on Authentication of
Additional Bonds Under Indenture............................ 14
SECTION 4.03. Restriction on Dividends.................................... 14
SECTION 4.04. Use of Facsimile Seal and Signatures........................ 15
SECTION 4.05. Time for Making of Payment.................................. 15
SECTION 4.06. Effective Period of Supplemental Indenture.................. 15
SECTION 4.07. Effect of Approval of Board of Public Utilities
of the State of New Jersey.................................. 15
SECTION 4.08. Execution in Counterparts................................... 15
Acknowledgements........................................................... 17
Certificate of Residence................................................... 18
SUPPLEMENTAL INDENTURE, dated the 1st day of September 2002, 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 WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association organized under the laws of the United States of America, as
Trustee 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 (now known as WACHOVIA BANK, NATIONAL ASSOCIATION), 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.
693 of Mortgages 88 etc.
Burlington Clerk's 52 of Chattel Mortgages Folio 8, etc
Folio 354,
177 of Mortgages etc.
Camden Register's 45 of Chattel Mortgages 184 etc.
239 of Mortgages 1 etc.
Cumberland Clerk's 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.
142 of Mortgages 7, etc.
▇▇▇▇▇▇ Register's 453 of Chattel Mortgages 9, etc.
1245 of Mortgages 484, etc.
Hunterdon Clerk's 151 of Mortgages 344
▇▇▇▇▇▇ Clerk's 67 of Chattel Mortgages 1 etc.
384 of Mortgages 1 etc.
Middlesex Clerk's 113 of Chattel Mortgages 3 etc.
437 of Mortgages 294, etc.
Monmouth Clerk's 951 of Mortgages 291 & c.
Page
County Office Book Number Number
------ ------ ----------- ------
▇▇▇▇▇▇ 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.
R-13 of Mortgages 268 etc.
Salem Clerk's 267 of Mortgages 249 & c.
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 128 of Chattel Mortgages 28 & c.
664 of Mortgages 259 etc.
▇▇▇▇▇▇ Clerk's 124 of Mortgages 141 etc.
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
------ ------ ----------- ------
▇▇▇▇▇ Recorder's 22 of Mortgages 105
Bedford Recorder's 90 of Mortgages 917
▇▇▇▇▇ 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
Huntingdon Recorder's 128 of Mortgages 47
Indiana Recorder's 197 of Mortgages 281
▇▇▇▇▇▇▇▇▇▇ Recorder's 5033 of Mortgages 1,221
▇▇▇▇▇▇▇▇▇▇▇▇ 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 May 1, 1998, 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 May 1, 1998, 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 is making provisions for the issuance and sale of its
Secured Medium-Term Notes, Series B (the "Series B Notes"), to be issued under
an Indenture of Trust (the "Note Indenture") to be dated as of July 1, 1993
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank (National Association)), as Trustee (the "Note Trustee"); and
WHEREAS, such Note Indenture provides, among other things, for the pledge
and delivery by the Company of a series of First and Refunding Mortgage Bonds of
the Company to evidence the Company's obligation to pay the principal and
interest with respect to outstanding Series B Notes; and for such purpose and in
order to service and secure payment of the principal and interest in respect of
the Series B Notes, the Company desires to provide for the issue of $600,000,000
aggregate principal amount of bonds under the Indenture of a series to be
designated as "First and Refunding Mortgage Bonds, Medium-Term Notes Series B"
(hereinafter sometimes called "Bonds of the Medium-Term Notes Series B"); and
WHEREAS, the text of the Bonds of the Medium-Term Notes Series B and of
the certificate of authentication to be borne by the Bonds of the Medium-Term
Notes Series B shall be substantially of the following tenor:
(FORM OF BOND)
This Bond is not transferable except as provided in the Indenture and in the
Indenture of Trust dated as of July 1, 1993 between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank (National Association)),
as Trustee.
REGISTERED REGISTERED
NUMBER AMOUNT
R $600,000,000
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
MEDIUM-TERM NOTES SERIES B
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 JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank (National Association)), as trustee under the Indenture of Trust dated as
of July 1, 1993 between the Company and such trustee, or registered assigns, on
the surrender hereof, the principal sum of Six Hundred Million Dollars, on
September 1, 2037, and to pay interest thereon from the date hereof, at the rate
of 10% per annum, and until payment of said principal sum, such interest to be
payable March 1 and September 1 in each year; provided, however, that the
Company shall receive certain credits against such obligations as set forth in
the Supplemental Indenture dated September 1, 2002 referred to below.
Both the principal hereof and interest hereon shall be paid at the
principal corporate trust office of Wachovia 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 of any paying agent appointed by the
Company, in such coin or currency of the United States of America as at the time
of payment shall constitute legal tender for the payment of public and private
debts; 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 Supplemental Indenture dated September 1, 2002 referred to below.
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 September 1, 2002, each duly executed by the Company and Wachovia Bank,
National Association (formerly known as Fidelity Union Trust Company) as
Trustee. This Bond is one of the Bonds of the Medium-Term Notes Series B, which
series is limited to the aggregate principal amount of $600,000,000 and is
issued pursuant to said Supplemental Indenture dated September 1, 2002.
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 Medium-Term Notes Series B, in which
this Bond is included, are designated "First and Refunding Mortgage Bonds,
Medium-Term Notes Series B".
In case of the happening of an event of default as specified in said
indenture and said supplemental indenture dated March 1, 1942, the principal sum
of the Bonds of this series may be declared or may become due and payable
forthwith, in the manner and with the effect in said indenture provided.
The Bonds of this series are subject to redemption as provided in the
Supplemental Indenture dated September 1, 2002.
This Bond is transferable, but only as provided in said indenture and the
Indenture of Trust dated as of July 1, 1993 between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank (National Association)),
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 he 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
any denomination authorized by the Company.
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 Wachovia Bank, National Association as Trustee, or by its
successor in trust under said indenture.
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
September 1, 2002, as secured thereby.
WACHOVIA BANK, NATIONAL
ASSOCIATION, TRUSTEE
By -------------------------------------
Authorized Officer
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:
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 May 1, 1998, 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 MEDIUM-TERM NOTES 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, Medium-Term Notes Series B"; shall be limited to the aggregate
principal amount of $600,000,000; shall be issued initially to the Note Trustee
and shall mature and bear interest as set forth in the form of bond set forth
herein; provided, however, that the Company shall receive certain credits
against principal and interest as set forth in Section 3.01 hereof. The date of
each Bond of the Medium-Term Notes 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
semi-annual interest payment date, in which case the date shall be September 1,
2002. Bonds of the Medium-Term Notes Series B shall be issuable only in the form
of fully registered bonds in any denomination authorized by the Company.
Interest on the Bonds of the Medium-Term Notes Series B shall be payable
semi-annually in arrears on March 1 and September 1 of each year, payable
initially on March 1, 2003, subject to receipt of certain credits against
principal and interest as set forth in Section 3.01 hereof and 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
the Trustee, or at the corporate trust office of any paying agent appointed.
Bonds of the Medium-Term Notes Series B 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 Medium-Term
Notes 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 MEDIUM-TERM NOTES SERIES B.
SECTION 2.01. Redemption--Redemption Price. Bonds of the Medium-Term Notes
Series B shall be subject to redemption prior to maturity under the conditions,
and upon payment of the amounts as may be specified in the following conditions:
(a) at any time in whole or in part at the option of the Company upon
receipt by the Trustee of written certification of the Company and of the
Note Trustee that the principal amount of the Series B Notes then
outstanding under the Note Indenture is not in excess of such principal
amount of the Bonds of the Medium-Term Notes Series B as shall remain
pledged to the Note Trustee after giving effect to such redemption; or (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, are applied to
the redemption of Bonds of the Medium-Term Notes Series B, upon payment of
100% of the principal amount thereof, together with interest accrued to the
redemption date, provided that any such payment shall be subject to receipt
by the Company of certain credits against such obligations as set forth in
Section 3.01 hereof.
SECTION 2.02. 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
Medium-Term Notes Series B, the Trustee shall give at least 45 days prior
written notice of such redemption to the Note Trustee whereupon on the date
fixed for redemption such principal amount thereof as is equal to such proceeds
shall be redeemed; provided that no such redemption shall be made unless the
Trustee shall be in receipt of a written certification of the Company and the
Note Trustee that a like principal amount of Series B Notes shall have been
theretofore redeemed in accordance with the provisions of the Note Indenture.
For purposes of determining which of the Company's First and Refunding Mortgage
Bonds are subject to such mandatory redemption, the Mortgage Trustee shall
consider the 10% stated annual interest rate of the Bonds of the Medium-Term
Notes Series B, not the weighted average interest rate of outstanding Series B
Notes. Bonds of said series so redeemed shall be cancelled.
SECTION 2.03. Interest on Called Bonds to Cease. Each Bond of the
Medium-Term Notes Series B or portion thereof called for redemption under
Section 2.02 hereof shall be due and payable at the office of the Note Trustee,
as paying agent hereunder, at its redemption price and on the specified
redemption date, anything herein or in such Bond to the contrary
notwithstanding. From and after the date when each Bond of the Medium-Term Notes
Series B or portion thereof shall be due and payable as aforesaid (unless upon
said date the full amount due thereon shall not be held by the Note Trustee, as
paying agent hereunder, 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 2.04. Bonds Called in Part. If only a portion of any Bond of the
Medium-Term Notes Series B shall be called for redemption pursuant to Section
2.02 hereof, upon payment of the portion so called for redemption, the Note
Trustee shall make an appropriate notation upon the Bond of the principal amount
so redeemed. SECTION 2.05. Provisions of Indenture Not Applicable. 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, or to any mandatory redemption provided, in this Article in
respect of the Bonds of the Medium-Term Notes Series B. There shall be no
sinking fund for the Bonds of the Medium-Term Notes Series B.
ARTICLE III.
CREDITS WITH RESPECT TO BONDS OF THE MEDIUM-TERM NOTES SERIES B.
SECTION 3.01. Credits. In addition to any other credit, payment or
satisfaction to which the Company is entitled with respect to the Bonds of the
Medium-Term Notes Series B, the Company shall be entitled to credits against
amounts otherwise payable in respect of the Bonds of the Medium-Term Notes
Series B in an amount corresponding to (i) the principal amount of any of the
Company's Series B 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 or redemption price (exclusive of any premium) of,
and/or interest on, the Series B 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 Medium-Term Notes Series B exceeds principal of
and interest due on the Series B Notes. The Note Trustee shall make notation on
such Bonds authorized hereby of any such credit.
SECTION 3.02. Certificate of the Company. 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 3.01 hereof or that Bonds of
the Medium-Term Notes Series B have been cancelled, 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.
ARTICLE IV.
MISCELLANEOUS.
SECTION 4.01. Authentication of Bonds of Medium-Term Notes Series B. None
of the Bonds of the Medium-Term Notes 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 4.02. 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 13/4 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.
SECTION 4.03. 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 4.04. 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 Medium-Term Notes Series B may be facsimiles.
SECTION 4.05. Time for Making of Payment. All payments of principal or
redemption price of, and interest on, the Bonds of the Medium-Term Notes Series
B shall be made either prior to the due date thereof or on the due date thereof
in immediately available funds. In any case where the date of any such payment
shall be a Saturday or Sunday or a legal holiday or a day on which banking
institutions in the city of payment are authorized by law to close, then such
payment need not be made on such date but may be made on the next succeeding
business day with the same force and effect as if made on the due date, and no
interest on such payment shall accrue for the period after such date.
SECTION 4.06. 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 Medium-Term Notes Series B
shall remain outstanding.
SECTION 4.07. Effect of Approval of Board of Regulatory Commissioners 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 Medium-Term Notes 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 4.08. 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.
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
Wachovia 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 6th day of September, 2002.
PUBLIC SERVICE ELECTRIC
AND GAS COMPANY,
By -------------------------------------
M.A. Plawner
Vice President
Attest:
--------------------------------------
▇.▇. ▇▇▇▇▇▇▇, ▇▇.
Secretary
WACHOVIA BANK, NATIONAL
ASSOCIATION
By -------------------------------------
▇. ▇▇▇▇▇▇▇▇▇
Vice President
Attest:
--------------------------------------
▇. ▇▇▇▇▇▇▇▇
Vice President
STATE OF NEW JERSEY
COUNT OF ESSEX SS:
BE IT REMEMBERED, that on this 6th day of September 2002, 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.
STATE OF NEW JERSEY
COUNT OF ESSEX SS:
BE IT REMEMBERED, that on this 6th day of September 2002, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared ▇.
▇▇▇▇▇▇▇▇▇, who, I am satisfied, is a Vice President of WACHOVIA 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.
CERTIFICATE OF RESIDENCE
Wachovia Bank, National Association, Mortgagee and Trustee within named,
hereby certifies that its precise residence is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇.
WACHOVIA BANK, NATIONAL
ASSOCIATION,
By -------------------------------------
▇. ▇▇▇▇▇▇▇▇▇
Vice President