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SUPPLEMENTAL MORTGAGE

Mortgage Agreement

SUPPLEMENTAL MORTGAGE | Document Parties: PSEG POWER LLC | Fidelity Union Trust Company | PUBLIC SERVICE ELECTRIC AND GAS COMPANY | US Bank National Association | Wachovia Bank, National Association You are currently viewing:
This Mortgage Agreement involves

PSEG POWER LLC | Fidelity Union Trust Company | PUBLIC SERVICE ELECTRIC AND GAS COMPANY | US Bank National Association | Wachovia Bank, National Association

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Title: SUPPLEMENTAL MORTGAGE
Governing Law: New Jersey     Date: 2/28/2008

SUPPLEMENTAL MORTGAGE, Parties: pseg power llc , fidelity union trust company , public service electric and gas company , us bank national association , wachovia bank  national association
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Exhibit 4a(28)

 

SUPPLEMENTAL MORTGAGE


Supplemental Indenture

Dated April 1, 2007



SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE
DATED AUGUST 1, 1924



 

PUBLIC SERVICE ELECTRIC AND GAS COMPANY

TO

US BANK NATIONAL ASSOCIATION

Trustee
21 South Street

Morristown, New Jersey 07960



 

PROVIDING FOR THE ISSUE OF

$850,000,000 FIRST AND REFUNDING MORTGAGE BONDS,

MEDIUM-TERM NOTES SERIES E

 


RECORD IN MORTGAGE BOOK AND RETURN TO:
JAMES T. FORAN, ESQ.
80 PARK PLAZA, T5B
NEWARK, N.J. 07102-4194

Prepared by

(DONALD S. LEIBOWITZ, ESQ.)


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

Page

R ECITALS

 

1

F ORM O F B OND

 

3

F ORM O F C ERTIFICATE O F A UTHENTICATION

 

5

G RANTING C LAUSES

 

6

 

ARTICLE I.

B ONDS OF THE M EDIUM -T ERM N OTES S ERIES E.

 

D ESCRIPTION OF SERIES

 

7

 

ARTICLE II.

R EDEMPTION OF B ONDS OF M EDIUM -T ERM N OTES S ERIES E.

 

S ECTION 2.01.

 

Redemption—Redemption Price

 

7

S ECTION 2.02.

 

Redemptions Pursuant to Section 4C of

 

 

 

 

Article Eight of the Indenture

 

7

S ECTION 2.03.

 

Interest on Called Bonds to Cease

 

8

S ECTION 2.04.

 

Bonds Called in Part

 

8

S ECTION 2.05.

 

Provisions of Indenture Not Applicable

 

8

 

ARTICLE III.

C REDITS WITH R ESPECT TO B ONDS OF THE

M EDIUM -T ERM N OTES S ERIES E.

 

S ECTION 3.01.

 

Credits

 

8

S ECTION 3.02.

 

Certificate of the Company

 

8

 

ARTICLE IV.

M ISCELLANEOUS .

 

S ECTION 4.01.

 

Authentication of Bonds of Medium-Term

 

 

 

 

Notes Series E

 

8

S ECTION 4.02.

 

Additional Restrictions on Authentication of

 

 

 

 

Additional Bonds Under Indenture

 

8

S ECTION 4.03.

 

Restriction on Dividends

 

9

S ECTION 4.04.

 

Use of Facsimile Seal and Signatures

 

9

S ECTION 4.05.

 

Time for Making of Payment

 

9

S ECTION 4.06.

 

Effective Period of Supplemental Indenture

 

9

S ECTION 4.07.

 

Effect of Approval of Board of Public Utilities

 

 

 

 

of the State of New Jersey

 

9

S ECTION 4.08.

 

Execution in Counterparts

 

9

A CKNOWLEDGEMENTS

 

10

C ERTIFICATE OF R ESIDENCE

 

12



 

          SUPPLEMENTAL INDENTURE, dated the 1st day of April 2007, for convenience of reference and effective from the time of execution and delivery hereof, between P UBLIC S ERVICE E LECTRIC AND G AS C OMPANY , a corporation organized under the laws of the State of New Jersey, hereinafter called the “Company”, party of the first part, and US Bank National Association, a national banking association organized under the laws of the United States of America, as successor Trustee to Wachovia Bank, National Association (previously known as Fidelity Union Trust Company) under the indenture dated August 1, 1924, below mentioned, hereinafter called the “Trustee”, party of the second part.

          WHEREAS, on July 25, 1924, the Company executed and delivered to F IDELITY U NION T RUST C OMPANY , 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

          W HEREAS , 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:

 

 

 

 

 

 

 

 

County

 

Office

 

 

Book Number   

 

Page
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.

 

 

 

 

177

 of Mortgages

 

Folio 354 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.

Hudson

 

Register’s

 

453

 of Chattel Mortgages

 

9 etc.

 

 

 

 

1245

 of Mortgages

 

484, etc.

Hunterdon

 

Clerk’s

 

151

 of Mortgages

 

344

Mercer

 

Clerk’s

 

67

 of Chattel Mortgages

 

1 etc.

 

 

 

 

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.

Morris

 

Clerk’s

 

N-3

 of Chattel Mortgages

 

446 etc.

 

 

 

 

F-10

 of Mortgages

 

269 etc.

Ocean

 

Clerk’s

 

1809

 of Mortgages

 

40

Passaic

 

Register’s

 

M-6

 of Chattel Mortgages

 

178, etc.

 

 

 

 

R-13

 of Mortgages

 

268 etc.

Salem

 

Clerk’s

 

267

 of Mortgages

 

249 etc.

Somerset

 

Clerk’s

 

46

 of Chattel Mortgages

 

207 etc.

 

 

 

 

N-10

 of Mortgages

 

1 etc.

Sussex

 

Clerk’s

 

123

 of Mortgages

 

10 & c.

Union

 

Register’s

 

9584

 of Mortgages

 

259 etc.

Warren

 

Clerk’s

 

124

 of Mortgages

 

141 etc.



 

2

and

          W HEREAS , 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
Number

County

 

Office

 

Book Number

 


Adams

 

Recorder’s

 

22 of Mortgages

 

105

Armstrong

 

Recorder’s

 

208 of Mortgages

 

381

Bedford

 

Recorder’s

 

90 of Mortgages

 

917

Blair

 

Recorder’s

 

671 of Mortgages

 

430

Cambria

 

Recorder’s

 

407 of Mortgages

 

352

Cumberland

 

Recorder’s

 

500 of Mortgages

 

136

Franklin

 

Recorder’s

 

285 of Mortgages

 

373

Huntington

 

Recorder’s

 

128 of Mortgages

 

47

Indiana

 

Recorder’s

 

197 of Mortgages

 

281

Lancaster

 

Recorder’s

 

984 of Mortgages

 

1

Montgomery

 

Recorder’s

 

5053 of Mortgages

 

1221

Westmoreland

 

Recorder’s

 

1281 of Mortgages

 

198

York

 

Recorder’s

 

31-V of Mortgages

 

446

and

          W HEREAS , 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

          W HEREAS , the Company, by various supplemental indentures, supplemental to the Indenture, the last of which was dated August 1, 2004 (No. 4), 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

          W HEREAS , since the execution and delivery of said supplemental indenture dated August 1, 2004 (No. 4), 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

          W HEREAS , the Indenture has been amended or supplemented from time to time; and

          W HEREAS , 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

          W HEREAS , the Company is making provisions for the issuance and sale of its Secured Medium-Term Notes, Series E (the “Series E Notes”), to be issued under an Indenture of Trust (the “Note Indenture”) dated as of July 1, 1993 between the Company and The Chase Manhattan Bank (National Association) as predecessor trustee (The Bank of New York, as successor trustee to the predecessor trustee), as Trustee (the “Note Trustee”); and

          W HEREAS , 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 E Notes; and for such purpose and in order to service and secure payment of the principal and interest in respect of the Series E Notes, the Company desires to provide for the issue of $850,000,000 aggregate principal amount of bonds under the Indenture of a series to be designated as “First and Refunding Mortgage Bonds, Medium-Term Notes Series E” (hereinafter sometimes called “Bonds of the Medium-Term Notes Series E”); and

          W HEREAS , the text of the Bonds of the Medium-Term Notes Series E and of the certificate of authentication to be borne by the Bonds of the Medium-Term Notes Series E shall be substantially of the following tenor:


 

3

(F ORM OF B OND )

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 The Chase Manhattan Bank (National Association) (The Bank of New York, successor trustee) as Trustee.

 

 

 

REGISTERED

REGISTERED

 

NUMBER

AMOUNT

 

R

$850,000,000

PUBLIC SERVICE ELECTRIC AND GAS COMPANY
F IRST AND R EFUNDING M ORTGAGE B OND ,
M EDIUM -T ERM N OTES S ERIES E

          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 The Bank of New York as succssor trustee to The Chase Manhattan Bank (National Association)), 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 Eight Hundred Fifty Million Dollars, on April 1, 2042, 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 April 1 and October 1 in each year; provided, however, that the Company shall receive certain credits against such obligations as set forth in the Supplemental Indenture dated April 1, 2007 referred to below.

          Both the principal hereof and interest hereon shall be paid at the principal corporate trust office of US Bank National Association in the City of Morristown, State of New Jersey, or (at the option of the registered owner) at the corporate trust office 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 April 1, 2007 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 April 1, 2007, duly executed by the Company and US Bank National Association as Trustee. This Bond is one of the Bonds of the Medium-Term Notes Series E, which series is limited to the aggregate principal amount of $850,000,000 and is issued pursuant to said Supplemental Indenture dated April 1, 2007. 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.


 

4

          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 E, in which this Bond is included, are designated “First and Refunding Mortgage Bonds, Medium-Term Notes Series E”.

          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 April 1, 2007.

          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 The Chase Manhattan Bank (National Association) as predecessor trustee (The Bank of New York, as successor trustee to the predecessor trustee), 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 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


 
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