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Exhibit 4a(28)
Supplemental Indenture
Dated April 1,
2007
SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE
DATED AUGUST 1, 1924
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PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
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TO
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US BANK NATIONAL
ASSOCIATION
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Trustee
21 South Street
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Morristown, New Jersey
07960
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PROVIDING FOR THE ISSUE
OF
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$850,000,000 FIRST AND
REFUNDING MORTGAGE BONDS,
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MEDIUM-TERM NOTES SERIES
E
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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
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Page
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R ECITALS
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1
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F ORM O F B
OND
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3
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F ORM O F C
ERTIFICATE O F A
UTHENTICATION
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5
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G RANTING C
LAUSES
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6
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ARTICLE I.
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B ONDS OF THE M
EDIUM -T ERM N OTES S
ERIES E.
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D ESCRIPTION OF SERIES
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7
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ARTICLE II.
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R EDEMPTION OF B
ONDS OF M EDIUM -T ERM
N OTES S ERIES E.
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S ECTION 2.01.
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Redemption—Redemption Price
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7
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S ECTION 2.02.
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Redemptions Pursuant to Section 4C of
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Article Eight of the Indenture
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7
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S ECTION 2.03.
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Interest on Called Bonds to Cease
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8
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S ECTION 2.04.
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Bonds Called in Part
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8
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S ECTION 2.05.
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Provisions of Indenture Not Applicable
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8
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ARTICLE III.
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C REDITS WITH R
ESPECT TO B ONDS OF THE
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M EDIUM -T
ERM N OTES S ERIES
E.
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S ECTION 3.01.
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Credits
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8
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S ECTION 3.02.
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Certificate of the Company
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8
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ARTICLE IV.
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M ISCELLANEOUS
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S ECTION 4.01.
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Authentication of Bonds of Medium-Term
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Notes Series E
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8
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S ECTION 4.02.
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Additional Restrictions on Authentication
of
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Additional Bonds Under Indenture
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8
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S ECTION 4.03.
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Restriction on Dividends
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9
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S ECTION 4.04.
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Use of Facsimile Seal and Signatures
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9
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S ECTION 4.05.
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Time for Making of Payment
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9
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S ECTION 4.06.
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Effective Period of Supplemental
Indenture
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9
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S ECTION 4.07.
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Effect of Approval of Board of Public
Utilities
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of the State of New Jersey
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S ECTION 4.08.
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Execution in Counterparts
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9
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A CKNOWLEDGEMENTS
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10
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C ERTIFICATE OF R
ESIDENCE
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12
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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:
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County
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Office
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Book Number
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Page
Number
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Atlantic
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Clerk’s
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1955
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of Mortgages
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160
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Bergen
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Clerk’s
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94
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of Chattel Mortgages
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123 etc.
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693
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of Mortgages
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88 etc.
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Burlington
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Clerk’s
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52
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of Chattel Mortgages
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Folio 8 etc.
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177
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of Mortgages
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Folio 354 etc.
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Camden
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Register’s
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45
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of Chattel Mortgages
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184 etc.
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239
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of Mortgages
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1 etc.
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Cumberland
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Clerk’s
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786
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of Mortgages
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638 & c.
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Essex
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Register’s
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437
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of Chattel Mortgages
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1-48
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T-51
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of Mortgages
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341-392
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Gloucester
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Clerk’s
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34
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of Chattel Mortgages
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123 etc.
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142
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of Mortgages
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7 etc.
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Hudson
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Register’s
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453
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of Chattel Mortgages
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9 etc.
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1245
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of Mortgages
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484, etc.
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Hunterdon
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Clerk’s
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151
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of Mortgages
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344
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Mercer
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Clerk’s
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67
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of Chattel Mortgages
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1 etc.
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384
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of Mortgages
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1 etc.
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Middlesex
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Clerk’s
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113
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of Chattel Mortgages
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3 etc.
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437
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of Mortgages
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294 etc.
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Monmouth
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Clerk’s
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951
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of Mortgages
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291 & c.
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Morris
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Clerk’s
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N-3
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of Chattel Mortgages
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446 etc.
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F-10
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of Mortgages
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269 etc.
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Ocean
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Clerk’s
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1809
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of Mortgages
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40
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Passaic
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Register’s
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M-6
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of Chattel Mortgages
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178, etc.
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R-13
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of Mortgages
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268 etc.
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Salem
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Clerk’s
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267
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of Mortgages
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249 etc.
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Somerset
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Clerk’s
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46
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of Chattel Mortgages
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207 etc.
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N-10
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of Mortgages
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1 etc.
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Sussex
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Clerk’s
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123
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of Mortgages
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10 & c.
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Union
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Register’s
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9584
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of Mortgages
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259 etc.
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Warren
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Clerk’s
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124
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of Mortgages
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141 etc.
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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:
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Page
Number
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County
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Office
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Book Number
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Adams
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Recorder’s
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22 of Mortgages
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105
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Armstrong
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Recorder’s
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208 of Mortgages
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381
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Bedford
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Recorder’s
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90 of Mortgages
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917
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Blair
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Recorder’s
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671 of Mortgages
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430
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Cambria
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Recorder’s
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407 of Mortgages
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352
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Cumberland
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Recorder’s
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500 of Mortgages
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136
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Franklin
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Recorder’s
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285 of Mortgages
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373
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Huntington
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Recorder’s
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128 of Mortgages
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47
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Indiana
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Recorder’s
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197 of Mortgages
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281
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Lancaster
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Recorder’s
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984 of Mortgages
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1
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Montgomery
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Recorder’s
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5053 of Mortgages
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1221
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Westmoreland
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Recorder’s
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1281 of Mortgages
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198
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York
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Recorder’s
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31-V of Mortgages
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446
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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.
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REGISTERED
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REGISTERED
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NUMBER
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AMOUNT
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$850,000,000
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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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