Mortgage
New Jersey Natural Gas Company
To
BNY Midwest Trust Company,
As
Trustee
___________________________
Thirty-Second Supplemental Indenture
Dated
as of May 1, 2008
___________________________
Supplemental
to Indenture of Mortgage and
Deed
of Trust Dated April 1, 1952
Prepared
by: William
M. Libit
Chapman and Cutler
LLP
111 West Monroe
Street
Chicago,
Illinois 60603
Mortgage
Thirty-Second
Supplemental Indenture, dated as of May 1, 2008, between
New Jersey Natural Gas Company, a corporation organized and
existing under the laws of the State of New Jersey
(hereinafter called the “Company”
), having its principal office at 1415 Wyckoff Road,
Wall, New Jersey, party of the first part, and BNY Midwest
Trust Company, a trust company organized and existing under
the laws of the State of Illinois (hereinafter called the
“Trustee”
), having its principal office at 2 North LaSalle Street,
Chicago, Illinois, as Trustee under the Indenture of Mortgage
and Deed of Trust hereinafter mentioned, party of the second
part.
Whereas,
the Company has heretofore executed and delivered to the
Trustee its Indenture of Mortgage and Deed of Trust dated
April 1, 1952 (hereinafter sometimes called the
“Original
Indenture” ) to secure the payment of the
principal of and the interest and premium (if any) on all
Bonds at any time issued and outstanding thereunder, and to
declare the terms and conditions upon which Bonds are to be
issued thereunder; and
Whereas,
the Company thereafter executed and delivered to the Trustee
its First Supplemental Indenture dated February 1, 1958,
its Second Supplemental Indenture dated December 1, 1960,
its Third Supplemental Indenture dated July 1, 1962, its
Fourth Supplemental Indenture dated September 1, 1962,
its Fifth Supplemental Indenture dated December 1, 1963,
its Sixth Supplemental Indenture dated June 1, 1966, its
Seventh Supplemental Indenture dated October 1, 1970, its
Eighth Supplemental Indenture dated May 1, 1975, its
Ninth Supplemental Indenture dated February 1, 1977, its
Tenth Supplemental Indenture dated as of September 1,
1980, its Eleventh Supplemental Indenture dated as of
September 1, 1983, its Twelfth Supplemental Indenture
dated as of August 1, 1984, its Thirteenth Supplemental
Indenture dated as of September 1, 1985, its Fourteenth
Supplemental Indenture dated as of May 1, 1986, its
Fifteenth Supplemental Indenture dated as of March 1,
1987, its Sixteenth Supplemental Indenture dated as of
December 1, 1987, its Seventeenth Supplemental Indenture
dated as of June 1, 1988, its Eighteenth Supplemental
Indenture dated as of June 1, 1989, its Nineteenth
Supplemental Indenture dated as of March 1, 1991, its
Twentieth Supplemental Indenture dated as of December 1,
1992, its Twenty-First Supplemental Indenture dated as of
August 1, 1993, its Twenty-Second Supplemental Indenture
dated as of October 1, 1993, its Twenty-Third
Supplemental Indenture dated as of August 15, 1994, its
Twenty-Fourth Supplemental Indenture dated as of
October 1, 1994, its Twenty-Fifth Supplemental Indenture
dated as of July 15, 1995, its Twenty-Sixth Supplemental
Indenture dated as of October 1, 1995, its Twenty-Seventh
Supplemental Indenture dated as of September 1, 1997, its
Twenty-Eighth Supplemental Indenture dated as of
January 1, 1998, its Twenty-Ninth Supplemental Indenture
dated as of April 1, 1998, its Thirtieth Supplemental
Indenture dated as of December 1, 2003 and its Thirty-First
Supplemental Indenture dated as of October 1, 2005,
supplementing and amending the Original Indenture;
and
Whereas,
Bonds in the aggregate principal amount of Twelve Million Five
Hundred Thousand Dollars ($12,500,000) were issued under and
in accordance with the terms of the Original Indenture, as an
initial series designated “First Mortgage Bonds, 4-1/4%
Series A due 1977,”
herein sometimes called “1977 Series A
Bonds,” which 1977 Series A Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Two
Million Two Hundred Fifty Thousand Dollars ($2,250,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First
Supplemental Indenture, as a second series designated
“First Mortgage Bonds, 5% Series B due 1983”,
herein sometimes called “1983 Series B
Bonds” , which 1983 Series B Bonds have since
been paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Four
Million Dollars ($4,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First Supplemental Indenture
and the Second Supplemental Indenture, as a third series
designated “First Mortgage Bonds, 5-1/8% Series C due
1985,” herein sometimes called “1985 Series C
Bonds,” which 1985 Series C Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Five
Million Dollars ($5,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Fourth
Supplemental Indentures, inclusive, as a fourth series
designated “First Mortgage Bonds, 4-7/8% Series D due
1987,” herein sometimes called “1987 Series D
Bonds,” which 1987 Series D Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Four
Million Five Hundred Thousand Dollars ($4,500,000) were issued
under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Fifth Supplemental Indentures, inclusive, as a fifth
series designated “First Mortgage Bonds, 4-3/4% Series E
due 1988,” herein sometimes called “1988 Series E
Bonds,” which 1988 Series E Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Seventh
Supplemental Indentures, inclusive, as a sixth series
designated “First Mortgage Bonds, 9-1/4% Series F due
1995,” herein sometimes called “1995 Series F
Bonds,” which 1995 Series F Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Dollars ($10,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Eighth
Supplemental Indentures, inclusive as a seventh series
designated “First Mortgage Bonds, 10% Series G due
1987,” herein sometimes called “1987 Series G
Bonds,” which 1987 Series G Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Dollars ($10,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Ninth
Supplemental Indentures, inclusive, as an eighth series
designated “First Mortgage Bonds, 9% Series H due
1992,” herein sometimes called “1992 Series H
Bonds,” which 1992 Series H Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Nine
Million Five Hundred Forty-Five Thousand Dollars ($9,545,000)
were issued under and in accordance with the terms of the
Original Indenture, as supplemented and amended by the First
through the Tenth Supplemental Indentures, inclusive, as a
ninth series designated “First Mortgage Bonds, 9-1/8%
Series J due 2000,” herein sometimes called “2000 Series J
Bonds,” which 2000 Series J Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Three Hundred Thousand Dollars ($10,300,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Eleventh Supplemental Indentures, inclusive, as a tenth
series designated “First Mortgage Bonds, 10-3/8% Series
K due 2013,” herein sometimes called “2013 Series K
Bonds,” which 2013 Series K Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Five Hundred Thousand Dollars ($10,500,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Twelfth Supplemental Indentures, inclusive, as an eleventh
series designated “First Mortgage Bonds, 10-l/2% Series
L due 2014,” herein sometimes called “2014 Series L
Bonds,” which 2014 Series L Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Twelve
Million Dollars ($12,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Thirteenth
Supplemental Indentures, inclusive, as a twelfth series
designated “First Mortgage Bonds, 10.85% Series M due
2000,” herein sometimes called “2000 Series M
Bonds,” which 2000 Series M Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Dollars ($10,000,000) were issued under and in
accordance with the terms of the Original Indenture as
supplemented and amended by the First through the Fourteenth
Supplemental Indentures, inclusive, as a thirteenth series
designated “First Mortgage Bonds, 10% Series N due
2001,” herein sometimes called “2001 Series N
Bonds,” which 2001 Series N Bonds have since
been paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Fifteenth
Supplemental Indentures,
inclusive,
as a fourteenth series designated “First Mortgage Bonds,
8.50% Series P due 2002,” herein sometimes called
“2002
Series P Bonds,” which 2002 Series P Bonds
have since been paid and redeemed by the Company;
and
Whereas,
thereafter Bonds in the aggregate principal amount of Thirteen
Million Five Hundred Thousand Dollars ($13,500,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Sixteenth Supplemental Indentures, inclusive, as a
fifteenth series designated “First Mortgage Bonds, 9%
Series Q due 2017,” herein sometimes called “2017 Series Q
Bonds,” which 2017 Series Q Bonds have since
been paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under
and in accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Seventeenth
Supplemental Indentures, inclusive, as a sixteenth series
designated “First Mortgage Bonds, 8.50% Series R due
2018,” herein sometimes called “2018 Series R
Bonds,” which 2018 Series R Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Twenty
Million Dollars ($20,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Eighteenth
Supplemental Indentures, inclusive, as a seventeenth series
designated “First Mortgage Bonds, 10.10% Series S due
2009,” herein sometimes called “2009 Series S
Bonds,” which 2009 Series S Bonds have since
been paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Nine
Million Five Hundred Forty-Five Thousand Dollars ($9,545,000)
were issued under and in accordance with the terms of the
Original Indenture, as supplemented and amended by the First
through the Nineteenth Supplemental Indentures, inclusive, as
an eighteenth series designated “First Mortgage Bonds,
7.05% Series T due 2016,” herein sometimes called
“2016
Series T Bonds,” which 2016 Series T Bonds have
since been paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were authorized, of which
Fifteen Million Dollars ($15,000,000) have been issued under
and in accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Nineteenth
Supplemental Indentures, inclusive, as a nineteenth series
designated “First Mortgage Bonds, 7.25% Series U due
2021,” herein sometimes called “2021 Series U
Bonds,” which 2021 Series U Bonds have since been
paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under
and in accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Twentieth
Supplemental Indentures, inclusive, as a twentieth series
designated “First Mortgage Bonds, 7.50% Series V
due
2002,” herein sometimes called “2002 Series V
Bonds,” which 2002 Series V Bonds have since
been paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Three Hundred Thousand Dollars ($10,300,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Twenty-First Supplemental Indentures, inclusive, as a
twenty-first series designated “First Mortgage Bonds,
5-3/8% Series W due 2023,” herein sometimes called
“2023
Series W Bonds,” which 2023 Series W Bonds have
since been paid and redeemed by the Company; and
Whereas,
thereafter Bonds in the aggregate principal amount of Thirty
Million Dollars ($30,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the
Twenty-Second Supplemental Indentures, inclusive, as a
twenty-second series designated “First Mortgage Bonds,
6.27% Series X due 2008,” herein sometimes called
“2008
Series X Bonds,” of which Thirty Million Dollars
($30,000,000) in principal amount are outstanding at the date
hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Five Hundred Thousand Dollars ($10,500,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Twenty-Third Supplemental Indentures, inclusive, as a
twenty-third series designated “First Mortgage Bonds,
6.25% Series Y due 2024,” herein sometimes called
“2024
Series Y Bonds,” which 2024 Series Y Bonds
have since been paid and redeemed by the Company;
and
Whereas,
thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under
and in accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the
Twenty-Fourth Supplemental Indentures, inclusive, as a
twenty-fourth series designated “First Mortgage Bonds,
8.25% Series Z due 2004,” herein sometimes called
“2004
Series Z Bonds,” which 2004 Series Z Bonds
have since been paid and redeemed by the Company;
and
Whereas,
thereafter Bonds in the aggregate principal amount of
Twenty-Five Million Dollars ($25,000,000) were issued under
and in accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Twenty-Fifth
Supplemental Indentures, inclusive, as a twenty-fifth series
designated “First Mortgage Bonds, Adjustable Rate Series
AA due 2030,” herein sometimes called “2030 Series AA
Bonds,” of which Twenty-Five Million Dollars
($25,000,000) in principal amount are outstanding at the date
hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Sixteen
Million Dollars ($16,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Twenty-Fifth
Supplemental Indentures, inclusive, as a twenty-sixth series
designated “First Mortgage Bonds, Adjustable Rate Series
BB due 2030,” herein sometimes called “2030 Series BB
Bonds,” of which Sixteen Million Dollars
($16,000,000) in principal amount are outstanding at the date
hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Twenty
Million Dollars ($20,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Twenty-Sixth
Supplemental Indentures, inclusive, as a twenty-seventh series
designated “First Mortgage Bonds, 6-7/8 Series CC due
2010,” herein sometimes called “2010 Series CC
Bonds,” of which Twenty Million Dollars
($20,000,000) in principal amount are outstanding at the date
hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Thirteen
Million Five Hundred Thousand Dollars ($13,500,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Twenty-Seventh Supplemental Indentures, inclusive, as a
twenty-eighth series designated “First Mortgage Bonds,
Adjustable Rate Series DD due 2027,” herein
sometimes called “2027
Series DD Bonds,” of which Thirteen Million
Five Hundred Thousand Dollars ($13,500,000) in principal
amount are outstanding at the date hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Nine
Million Five Hundred Forty-Five Thousand Dollars ($9,545,000)
were issued under and in accordance with the terms of the
Original Indenture, as supplemented and amended by the First
through the Twenty-Eighth Supplemental Indentures, inclusive,
as a twenty-ninth series designated “First Mortgage
Bonds, Adjustable Rate Series EE due 2028,” herein
sometimes called “2028
Series EE Bonds,” of which Nine Million Five
Hundred Forty-Five Thousand Dollars ($9,545,000) in principal
amount are outstanding at the date hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the
Twenty-Eighth Supplemental Indentures, inclusive, as a
thirtieth series designated “First Mortgage Bonds,
Adjustable Rate Series FF due 2028,” herein sometimes
called “2028 Series FF
Bonds,” of which Fifteen Million Dollars
($15,000,000) in principal amount are outstanding at the date
hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Eighteen
Million Dollars ($18,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Twenty-Ninth
Supplemental Indentures, inclusive, as a thirty-first series
designated “First Mortgage Bonds, Adjustable Rate
Series GG due 2033,” herein sometimes called
“2033
Series GG Bonds,” of which Eighteen Million
Dollars ($18,000,000) in principal amount are outstanding at
the date hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Twelve
Million Dollars ($12,000,000) were issued under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Thirtieth
Supplemental Indentures, inclusive, as a thirty-second series
designated “First Mortgage Bonds, Series HH due
2038,” herein sometimes called “2038
Series HH Bonds,” of which Twelve Million
Dollars ($12,000,000) in principal amount are outstanding at
the date hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Three Hundred Thousand Dollars ($10,300,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Thirty-First Supplemental Indentures, inclusive, as a
thirty-third series designated “First Mortgage Bonds,
Series II due 2023,” herein sometimes called “2023 Series II
Bonds,” of which Ten Million Three Hundred
Thousand Dollars ($10,300,000) in principal amount are
outstanding at the date hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Ten
Million Five Hundred Thousand Dollars ($10,500,000) were
issued under and in accordance with the terms of the Original
Indenture, as supplemented and amended by the First through
the Thirty-First Supplemental Indentures, inclusive, as a
thirty-fourth series designated “First Mortgage Bonds,
Series JJ due 2024,” herein sometimes called “2024 Series JJ
Bonds,” of which Ten Million Five Hundred
Thousand Dollars ($10,500,000) in principal amount are
outstanding at the date hereof; and
Whereas,
thereafter Bonds in the aggregate principal amount of Fifteen
Million Dollars ($15,000,000) were authorized under and in
accordance with the terms of the Original Indenture, as
supplemented and amended by the First through the Thirty-First
Supplemental Indentures, inclusive, as a thirty-fifth series
designated “First Mortgage Bonds, Series KK due
2040,” herein sometimes called “2040 Series KK
Bonds,” of which Ten Million Eight Hundred
Thousand Dollars ($10,800,000) in principal amount are
outstanding at the date hereof; and
Whereas,
that on May 17, 2000 BNY Midwest Trust Company, as
transferee of the corporate trust business of Harris Trust and
Savings Bank, Trustee under the Original Indenture, became
successor Trustee under the Original Indenture;
and
Whereas,
the Original Indenture provides that, subject to certain
exceptions not presently relevant, such changes in or
additions to the provisions of the Indenture (the term
“Indenture”
and other terms used herein having the meanings assigned
thereto in the Original Indenture except as herein expressly
modified) may be made to add to the covenants and agreements
of the Company in the Indenture contained other covenants and
agreements thereafter to be observed by the Company; and to
provide for the creation of any series of Bonds, designating
the series to be created and specifying the form and
provisions of the Bonds of such series as in the Indenture
provided or permitted; and
Whereas,
the Indenture further provides that the Company and the
Trustee may enter into indentures supplemental to the
Indenture to convey, transfer and assign unto the Trustee and
to subject to the lien of the Indenture additional properties
acquired by the Company; and
Whereas,
the Company has entered into a Note Purchase Agreement dated
as of May 15, 2008 (the “Note Purchase
Agreement” ) with the Purchasers identified in
Schedule A attached thereto, pursuant
to which the Company issued its senior notes designated
“5.60% Senior
Notes due May 15, 2018” in the aggregate principal
amount of $125,000,000 (the “Senior Notes due
May 15, 2018” ); and
Whereas,
the Company has duly determined to create a thirty-sixth
series of Bonds, to be known as “First Mortgage Bonds,
Series LL due 2018,” herein sometimes called “2018 Series LL
Bonds,” to be delivered and pledged to
The
