-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ivlTs5KNuzrr20MdCSClA4njHbA0HdDnghpHKrH9fNGYbN0uY5YU9lHIJK9eA8w5 sunySWs9j3/geGmmU5TW9Q== 0000081033-94-000011.txt : 19940316 0000081033-94-000011.hdr.sgml : 19940316 ACCESSION NUMBER: 0000081033-94-000011 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000081033 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 221212800 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 34 SEC FILE NUMBER: 001-00973 FILM NUMBER: 94516068 BUSINESS ADDRESS: STREET 1: 80 PARK PLZ STREET 2: PO BOX 570 CITY: NEWARK STATE: NJ ZIP: 07101 BUSINESS PHONE: 2014307000 8-A12B 1 BONDS 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PUBLIC SERVICE ELECTRIC AND GAS COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 22-1212800 ---------------------------------------- ---------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 80 Park Plaza, P. O. Box 570, Newark, New Jersey 07101-0570 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Public Service Electric and Gas Company First and Refunding Mortgage Bonds: 7 3/8% Series TT due 2014 ) New York Stock Exchange, Inc. ) 6 3/4% Series UU due 2006 ) New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None --------------- (Title of Class) 1 2 Public Service Electric and Gas Company - --------------------------------------- Item 1. Description of Registrant's Securities to be Registered. - ------ -------------------------------------------------------- Debt Securities. Description of the securities to be registered is set forth under "Description of the New Bonds" in the Prospectus dated and filed with the Securities and Exchange Commission (SEC) under Rule 424(b)(3) on March 2, 1994 to Registration Statement Nos. 33-50197 and 33-52435 and under "Certain Terms of the New Bonds" in the Prospectus Supplements dated March 8, 1994, which Series TT and Series UU were filed with the SEC under Rule 424(b)(5) on March 9, 1994 to Registration Statement Nos. 33-50197 and 33-52435. (See description of issuances below.) Pursuant to the instruction to Item 1. of Form 8-A copies of said Prospectus dated March 2, 1994 and Prospectus Supplements dated March 8, 1994 are being submitted with the copy of this Form 8-A being filed with the New York Stock Exchange, Inc. The following First and Refunding Mortgage Bonds were issued as described below: Registration Maturity Issue Principal Amount Number Rate Series Date Date - ------------------------ ------------- ------ ------ -------- ------- $175,000,000 ) 33-50197 7 3/8% TT 2014 3/15/94 $125,000,000 ) 33-50197 6 3/4% UU 2006 3/15/94 $ 50,000,000 ) 33-52435 6 3/4% UU 2006 3/15/94 Item 2. Exhibits. - ------- --------- Exhibit Number -------------- 4(a)(1) Indenture between the Company and Fidelity Union Trust Company (now First Fidelity Bank, National Association), as Trustee, dated August 1, 1924, securing the First and Refunding Mortgage Bonds, filed by the Registrant's registration statement under the Securities Exchange Act of 1934, File No. 1-973, effective July 1, 1935 and incorporated herein by this reference thereto. 4(a)(2) Supplemental Indenture between the Registrant and First Fidelity Bank, National Association, Trustee, dated March 1, 1994 (No. 1) providing for the issuance of $175,000,000 principal amount of First and Refunding Mortgage Bonds, 7 3/8% Series TT due 2014. 2 3 Item 2. Exhibits. (Continued) - ------- --------- Exhibit Number -------------- 4(a)(3) Supplemental Indenture between the Registrant and First Fidelity Bank, National Association, Trustee, dated March 1, 1994 (No.2) providing for the issuance of $175,000,000 principal amount of First and Refunding Mortgage Bonds, 6 3/4% Series UU due 2006. 99(a) "Description of the New Bonds" contained in Prospectus dated and filed on March 2, 1994 in accordance with Rule 424(b)(3). 99(b) "Certain Terms of the New Bonds" applicable to Series TT due 2014 contained in Prospectus Supplement dated March 8, 1994, filed in accordance with Rule 424(b)(5) on March 9, 1994. 99(c) "Certain Terms of the New Bonds" applicable to Series UU due 2006 contained in Prospectus Supplement dated March 8, 1994, filed in accordance with Rule 424(b)(5) on March 9, 1994. 3 4 SIGNATURE --------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized. PUBLIC SERVICE ELECTRIC AND GAS COMPANY (Registrant) By FRANCIS J. RIEPL ------------------------------------------- Francis J. Riepl Vice President and Treasurer Date: March 15, 1994 4 EX-4 2 EX-4(A)(2) SUPPLEMENTAL MORTGAGE - ------------------------------------------------------------------------------- Supplemental Indenture DATED MARCH 1, 1994 (NO. 1) ------------------ SUPPLEMENTAL TO FIRST AND REFUNDING MORTGAGE, DATED AUGUST 1, 1924 ------------------ PUBLIC SERVICE ELECTRIC AND GAS COMPANY TO FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE 765 BROAD STREET NEWARK, NEW JERSEY 07101 ------------------ PROVIDING FOR THE ISSUE OF $175,000,000 FIRST AND REFUNDING MORTGAGE BONDS, 7 3/8% SERIES TT DUE 2014 - ------------------------------------------------------------------------------ RECORD IN MORTGAGE BOOK AND RETURN TO: JAMES T. FORAN, ESQ. 80 PARK PLAZA, T5B P. O. BOX 570 NEWARK, N. J. 07101 Prepared by EDWARD C. FEDAK (Edward C. Fedak, Esq.) TABLE OF CONTENTS ------------------ PAGE ---- RECITALS................................................................ 1 FORM OF BOND [FACE]..................................................... 3 FORM OF CERTIFICATE OF AUTHENTICATION................................... 5 FORM OF BOND [REVERSE].................................................. 6 GRANTING CLAUSES........................................................ 10 ARTICLE I. BONDS OF THE SERIES TT. DESCRIPTION OF SERIES TT................................................ 12 ARTICLE II. REDEMPTION OF BONDS OF SERIES TT. SECTION 2.01. Redemption--Redemption Prices......................... 13 SECTION 2.02. Redemptions Pursuant to Section 4C of Article Eight of the Indenture.............................................. 13 SECTION 2.03. Redemption at Election of Company...................... 14 SECTION 2.04. Called Bonds to be Surrendered--Interest to Cease...... 15 SECTION 2.05. Bonds Called in Part................................... 16 SECTION 2.06. Provisions of Indenture Not Applicable................. 16 ARTICLE III. MISCELLANEOUS. SECTION 3.01. Authentication of Bonds of Series TT................... 16 SECTION 3.02. Authenticating Agent................................... 16 SECTION 3.03. Additional Restrictions on Authentication of Additional Bonds Under Indenture................................ 18 SECTION 3.04. Restriction on Dividends............................... 18 SECTION 3.05. Use of Facsimile Seal and Signatures................... 19 SECTION 3.06. Time for Making of Payment............................. 19 SECTION 3.07. Effective Period of Supplemental Indenture.............. 19 SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners of the State of New Jersey............................ 19 SECTION 3.09. Execution in Counterparts............................... 19 Acknowledgements.......................................................... 21 Certificate of Residence.................................................. 22 SUPPLEMENTAL INDENTURE, dated the 1st day of March, 1994 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 FIRST FIDELITY 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 FIRST FIDELITY 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. 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 & c. 2 PAGE COUNTY OFFICE BOOK NUMBER NUMBER - -------------- ----------- -------------------------------- --------------- 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. Warren 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 - -------------- ----------- -------------------------------- --------------- 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 Huntingdon 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 1,221 Westmoreland 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 February 1, 1994, 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 February 1, 1994, the Company has acquired property which, in 3 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 desires to provide for the issue of $175,000,000 principal amount of bonds secured by said Indenture of a series to be designated as "First and Refunding Mortgage Bonds, 7 3/8% Series TT due 2014" (hereinafter sometimes called "Series TT"); and WHEREAS, the text of the bonds of the Series TT and of the certificates of authentication to be borne by the bonds of the Series TT shall be substantially of the following tenor: [FORM OF BOND] [FACE] REGISTERED REGISTERED NUMBER AMOUNT RU $ PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST AND REFUNDING MORTGAGE BOND, 7 3/8% SERIES TT DUE 2014. 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 , or registered assigns, on the surrender hereof, the principal sum of Dollars, on March 1, 2014 and to pay interest thereon from the date hereof, at the rate of 7 3/8% per annum, and until payment of said principal sum, such interest to be payable March 1 and September 1 in each year. 4 Both the principal hereof and interest hereon shall be paid at the principal corporate trust office of First Fidelity Bank, National Association in the City of Newark, State of New Jersey, or (at the option of the registered owner) at the corporate trust office of Morgan Guaranty Trust Company of New York, in the Borough of Manhattan, City and State of New York, 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. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Bond shall not be entitled to any security or benefit under the indenture mentioned on the reverse hereof, 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 or on behalf of First Fidelity Bank, National Association, as Trustee, or by or on behalf of 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 5 [FORM OF CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the series designated therein which are described in the within-mentioned indenture and supplemental indenture dated March 1, 1994 (No. 1), as secured thereby. FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE By.................... Authorized Signatory [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] ALTERNATE CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the series designated therein which are described in the within-mentioned indenture and supplemental indenture dated March 1, 1994 (No. 1), as secured thereby. FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE By.................... Authenticating Agent By.................... Authorized Signatory 6 [FORM OF BOND] [REVERSE] PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST AND REFUNDING MORTGAGE BOND, 7 3/8% SERIES TT DUE 2014. 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 supplemental indentures dated March 1, 1942, June 1, 1949, May 1, 1950, October 1, 1953, May 1, 1954, November 1, 1956, September 1, 1957, August 1, 1958, June 1, 1959, September 1, 1960, August 1, 1962, June 1, 1963, September 1, 1964, September 1, 1965, June 1, 1967, June 1, 1968, April 1, 1969, March 1, 1970, May 15, 1971, November 15, 1971, April 1, 1972, March 1, 1974, October 1, 1974, April 1, 1976, September 1, 1976, October 1, 1976, June 1, 1977, September 1, 1977, November 1, 1978, July 1, 1979, September 1, 1979 (No.1), September 1, 1979 (No.2), November 1, 1979, June 1, 1980, August 1, 1981, April 1, 1982, September 1, 1982, December 1, 1982, June 1,1983, August 1, 1983, July 1, 1984, September 1, 1984, November 1, 1984 (No. 1), November 1, 1984 (No. 2), July 1, 1985, January 1, 1986, March 1, 1986, April 1, 1986 (No. 1), April 1, 1986 (No. 2), March 1, 1987, July 1, 1987 (No. 1), July 1, 1987 (No. 2), May 1, 1988, September 1, 1988, July 1, 1989, July 1, 1990 (No. 1), July 1, 1990 (No. 2), June 1, 1991 (No. 1), June 1, 1991 (No. 2), November 1, 1991 (No. 1), November 1, 1991 (No. 2), November 1, 1991 (No. 3), February 1, 1992 (No. 1), February 1, 1992 (No. 2), June 1, 1992 (No. 1), June 1, 1992 (No.2), June 1, 1992 (No.3), January 1, 1993 (No.1), January 1, 1993 (No. 2), March 1, 1993, May 1, 1993, May 1, 1993 (No. 2), May 1, 1993 (No.3), July 1, 1993, August 1, 1993, September 1, 1993, September 1, 1993 (No. 2), November 1, 1993, February 1, 1994, March 1, 1994 (No. 1) and March 1, 1994 (No. 2) each duly executed by the Company and First Fidelity Bank, National Association (formerly known as Fidelity Union Trust Company), a national banking association organized under the laws of the United States of America, as Trustee. This Bond is one of the 7 3/8% Series TT due 2014, which series is limited to the aggregate principal amount of 7 $175,000,000 and is issued pursuant to said supplemental indenture dated March 1, 1994 (No. 1). 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 not 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 7 3/8% Series TT due 2014, in which this Bond is included, are designated "First and Refunding Mortgage Bonds, 7 3/8% Series TT due 2014". 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. 8 As more fully provided in said supplemental indenture dated March 1, 1994 (No. 1), the Bonds of this series are subject to redemption prior to maturity, on notice given as below provided, (a) as a whole at any time or in part on any interest payment date, at the election of the Company (subject to the approval of the Board of Regulatory Commissioners of the State of New Jersey first applied for and obtained), upon payment of the percentages of the principal amount thereof specified below under "Regular Redemption Price" during the respective 12-month periods beginning March 1 of each of the years mentioned below, provided, however, that prior to March 1, 2004 no Bonds of this series may be so redeemed, and (b) at any time by the application of proceeds of released property or other money held by the Trustee and which, pursuant to the provisions of said indenture, as amended and supplemented, is applied to the redemption of Bonds of this series, upon payment of the percentages of the principal amount thereof specified below under "Special Redemption Price" during such respective 12-month periods: 12-MONTH 12-MONTH PERIOD REGULAR SPECIAL PERIOD REGULAR SPECIAL BEGINNING REDEMPTION REDEMPTION BEGINNING REDEMPTION REDEMPTION MARCH 1 PRICE PRICE MARCH 1 PRICE PRICE - ----------- ----------- ----------- ----------- ----------- ----------- 1994 -- 100.00% 2004 102.13% 100.00% 1995 -- 100.00 2005 101.70 100.00 1996 -- 100.00 2006 101.28 100.00 1997 -- 100.00 2007 100.85 100.00 1998 -- 100.00 2008 100.43 100.00 1999 -- 100.00 2009 100.00 100.00 2000 -- 100.00 2010 100.00 100.00 2001 -- 100.00 2011 100.00 100.00 2002 -- 100.00 2012 100.00 100.00 2003 -- 100.00 2013 100.00 100.00 together in each case with accrued interest to the date fixed for redemption. Notice of any such redemption shall be given by mailing the same to the respective registered owners of the Bonds of this series so called for redemption, not less than 30 nor more than 40 days in advance of the date fixed for redemption. In the case of redemption of Bonds of this series at the election of the Company, the notice of redemption may be conditioned upon the deposit of the total regular redemption price of all the Bonds so called, with accrued interest thereon to the redemption date, with the Trustee on or before the date fixed for redemption. 9 If this Bond or any portion thereof be called for redemption and payment be duly provided therefor, interest shall cease to accrue on this Bond or such portion on the date fixed for such redemption. This Bond is transferable, but only as provided in said indenture, 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 Bond similar hereto will be issued to the transferee. No service charge shall be made for any such transfer, 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 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 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 denominations of $1,000 and any multiple of $1,000. Such fully registered Bonds of the several denominations may be exchanged for fully registered Bonds of other authorized denominations, but only as provided in said indenture, upon surrender thereof, by the registered owner in person or by attorney duly authorized in writing, at either of said offices where the principal thereof and interest thereon are payable. No service charge shall be made for any such 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 shall not be required to issue or make transfers or exchanges of Bonds of this series for a period of ten days next preceding any interest payment date or next preceding the date of any drawing of such Bonds to be redeemed, and the Company shall not be required to make transfers or exchanges of any such Bonds drawn in whole or in part for such redemption. No recourse under or upon any obligation, covenant or agreement contained in said indenture or in any indenture supplemental thereto, or in any Bond or coupon 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 10 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 or coupons issued thereunder, or implied therefrom. ------------------------ 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 bonds of the series hereinafter described, when duly authenticated by or on behalf of the Trustee and issued by the Company, valid, binding and legal obligations 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 February 1, 1994 subsequent to the Indenture (except any such property duly 11 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: 12 ARTICLE I. BONDS OF THE SERIES TT. 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, 7 3/8% Series TT due 2014"; shall be limited to the aggregate principal amount of $175,000,000; shall mature March 1, 2014; shall bear interest at the rate of 7 3/8% per annum, payable on March 1 and September 1 of each year; 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 First Fidelity Bank, National Association in the City of Newark, State of New Jersey, or, as may be desired by the persons entitled to receive such principal and interest respectively, at the corporate trust office of Morgan Guaranty Trust Company of New York, in the Borough of Manhattan, City and State of New York; shall be issuable only in the form of fully registered bonds in the denominations of $1,000 and any multiple of $1,000; and the several denominations shall be interchangeable. The date of each bond of the Series TT shall be the semi-annual 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 March 1, 1994. The Company shall not be required to issue or make transfers or exchanges of bonds of the Series TT for a period of ten days next preceding any interest payment date or next preceding the date of any drawing of such bonds to be redeemed, and the Company shall not be required to make transfers or exchanges of any such bonds drawn in whole or in part for such redemption. 13 ARTICLE II. REDEMPTION OF BONDS OF SERIES TT. SECTION 2.01. Redemption--Redemption Prices. Bonds of the Series TT shall be subject to redemption (a) as a whole at any time or in part on any interest payment date, at the election of the Company (subject to the approval of the Board of Regulatory Commissioners of the State of New Jersey first applied for and obtained) as provided in Section 2.03 hereof, upon payment of the percentages of the principal amount thereof specified under "Regular Redemption Price" in the tabulation in the Form of Bond hereinbefore set forth during the respective 12-month periods beginning March 1 of each of the years mentioned in said tabulation, provided, however, that prior to March 1, 2004 no bonds of the Series TT may be so redeemed; and (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, is applied to the redemption of bonds of the Series TT, upon payment of the percentages of the principal amount thereof specified under "Special Redemption Price" in the tabulation in the Form of Bond hereinbefore set forth during the respective 12-month periods beginning March 1 of each of the years mentioned in said tabulation; together in each case with accrued interest to the date fixed for redemption. 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 bonds of the Series TT, the Trustee, not later than 30 days prior to the applicable redemption date, shall draw by lot according to such methods as it shall deem proper, from all the bonds of the Series TT then outstanding, such principal amount thereof as is to be redeemed. Bonds of said series so redeemed shall be cancelled. After such drawing the Trustee shall, beginning not later than 30 nor earlier than 40 days in advance of the date fixed for redemption, give, in the name of the Company, notice by mail that bonds of the Series TT bearing the serial numbers specified have been called for redemption pursuant to said 14 Section 4C of Article Eight, that they will be due and payable on such redemption date, at the principal office of the Trustee in Newark, New Jersey, or (at the option of the holder) at the office or agency of the Company in the Borough of Manhattan, City and State of New York, at a stated amount (which shall be the Special Redemption Price applicable upon such redemption date), that, if the date fixed for redemption be other than an interest payment date, the bonds will be payable at the stated redemption price, plus accrued interest to the redemption date, and that all interest thereon will cease to accrue after said date. Such notice shall be mailed to the several registered owners of the bonds so called, at their respective addresses as the same may appear on the registry books. Failure duly to give such notice of redemption to the registered owner of any bond called for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other bond. SECTION 2.03. Redemption at Election of Company. The election of the Company to redeem any of the bonds of the Series TT shall be evidenced by a resolution of the Board of Directors of the Company calling for redemption on a stated date all or a stated principal amount thereof. Any such call may be conditioned upon the deposit with the Trustee, on or before such redemption date, of the total Regular Redemption Price of the bonds so called, with accrued interest thereon to the redemption date. At least 40 days prior to such redemption date (or at such later time as shall be satisfactory to the Trustee) the Company shall file with the Trustee a certified copy of such resolution. Unless such call shall be conditioned upon the deposit of the Regular Redemption Price and accrued interest with the Trustee on or before the redemption date and unless the notice below provided for shall so state, the Company shall on or before such redemption date deposit with the Trustee the total Regular Redemption Price of all the bonds so called, with accrued interest thereon to the redemption date. If the Company elects to redeem less than all of the bonds of the Series TT, the particular bonds or portions thereof to be redeemed shall, upon request of the Company, be drawn by lot by the Trustee, according to such method as it shall deem proper, from the bonds of said series then outstanding. The Trustee shall certify to the Company the serial numbers of the bonds so drawn. After such drawing the Trustee shall, beginning not later than 30 nor earlier than 40 days in advance of the next ensuing interest payment date, give, in the name of the Company, notice by mail that bonds of the Series TT 15 bearing the serial numbers specified have been called for redemption at the election of the Company, that they will be due and payable on the next ensuing interest payment date, at the principal corporate trust office of the Trustee in Newark, New Jersey, or (at the option of the holder) at the office or agency of the Company in the Borough of Manhattan, City and State of New York, at a stated amount (which shall be the Regular Redemption Price applicable upon such redemption date), and that all interest thereon will cease to accrue after said date. Such notice shall be mailed to the several registered owners of the bonds so called, at their respective addresses as the same may appear on the registry books. Failure duly to give such notice of redemption to the registered owner of any bond called for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other bond. If all the bonds of the Series TT be called, the notice shall so state and may omit the serial numbers thereof and if the date fixed for redemption be other than an interest payment date, the notice shall state that the bonds will be payable at the stated redemption price, plus accrued interest to the redemption date. If the call of such bonds for redemption shall have been conditioned upon the deposit of the Regular Redemption Price and accrued interest with the Trustee on or before the redemption date, as above permitted, the notice shall so state, and shall state that unless such deposit is made on or before such date the call for redemption and the notice shall be of no effect. Before any money shall be applied by the Trustee to the redemption of bonds under this Section, the Company shall deliver to the Trustee a certificate or opinion by the President or a Vice President of the Company and an opinion of counsel, stating that all conditions precedent provided for herein (including any covenants compliance with which constitutes a condition precedent) relating to such redemption have been complied with. SECTION 2.04. Called Bonds to be Surrendered--Interest to Cease. Each bond or portion thereof of the Series TT so called under either Sections 2.02 or 2.03 hereof shall be due and payable (upon surrender thereof) at the places and price and on the date specified in such notice, anything herein or in such bond to the contrary notwithstanding, except that if the call of any bonds or portions thereof under Section 2.03 hereof shall have been conditioned upon the deposit of the redemption price with the Trustee on or before the redemption date specified in such notice, with accrued interest thereon to the redemption date, such bonds or such portions thereof shall not be due and payable on the specified redemption date unless such deposit shall 16 have been so made with the Trustee on or before such date. From and after the date when each bond or portion thereof of the Series TT shall be due and payable as aforesaid (unless upon said date the full amount due thereon shall not be held by the Trustee 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 2.05. Bonds Called in Part. If only a portion of any bond of the Series TT shall be drawn by lot by the Trustee pursuant to Sections 2.02 or 2.03 hereof, the notice of redemption hereinbefore provided for shall specify the serial number of such bond and the portion of the principal amount thereof to be redeemed. Upon surrender of such bond for partial redemption and upon payment of the portion so called for redemption, a new bond or bonds of the Series TT, in aggregate principal amount equal to the unredeemed portion of such surrendered bond, shall be executed by the Company, authenticated by or on behalf of the Trustee, and delivered to the registered owner thereof, without expense to such owner. SECTION 2.06 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 in this Article in respect of the bonds of the Series TT. There shall be no sinking fund for the bonds of Series TT. ARTICLE III. MISCELLANEOUS. SECTION 3.01. Authentication of Bonds of Series TT. None of the bonds of the Series TT, 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 3.02. Authenticating Agent. As long as any of the bonds of the Series TT remain outstanding, the Trustee may appoint an authenticating agent to act on its behalf and subject to its direction in connection with the authentication of bonds of the Series TT. Such authenticating agent shall be appointed by the Trustee by an instrument in writing and shall have no responsibility or liability for any action taken by it at the direction of the 17 Trustee. Such authenticating agent shall at all times be a corporation organ- ized and doing business under the laws of the United States or of any State or Territory or of the District of Columbia authorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority and, if there be such a corporation willing and able to act as authenticating agent on reasonable and customary terms, having its principal office and place of business in The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 3.02 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which any authenticating agent shall be a party, or any corporation succeeding to the corporate agency bus- iness of any authenticating agent, shall continue to be the authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or the authenticating agent. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible in accordance with the provisions of this Section 3.02, the Trustee may appoint a successor authenticating agent. The Trustee shall give written notice of such appointment to the Company and shall mail notice of such appointment to all registered owners of the bonds of the Series TT, at their respective addresses as the same may appear on the registry books. Any successor authenticating agent, upon acceptance of its appointment, shall become vested with all the rights, powers, duties and responsibilities of its predecessor, with like effect as if originally appointed authenticating agent. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section 3.02. 18 The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments as provided in the Indenture. SECTION 3.03. 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 1 3/4 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 3.04. 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. 19 SECTION 3.05. 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 Series TT may be facsimiles. SECTION 3.06. Time for Making of Payment. All payments of principal or redemption price of and interest on the bonds of the Series TT 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 3.07. 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 Series TT shall remain outstanding. SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners of the State of New Jersey. The approval of the Board of Regulatory Commissioners of the State of New Jersey of the execution and delivery of these presents and of the issue of any bonds of the Series TT 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 3.09. 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. 20 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 First Fidelity Bank, National Association, as Trustee, party hereto of the second part, has caused this supplemental indenture to be signed and acknowledged or proved by one of its Assistant Vice Presidents and its corporate seal to be hereunto affixed and to be attested by the signature of one of its Corporate Trust Officers. Executed and delivered this 9th day of March, 1994. PUBLIC SERVICE ELECTRIC AND GAS COMPANY By F. J. RIEPL ............................. (F. J. Riepl) Vice President Attest: E. J. BIGGINS, JR. .................................... (E. J. Biggins, Jr.) Assistant Secretary (CORPORATE SEAL) FIRST FIDELITY BANK, NATIONAL ASSOCIATION By J. WATERS .......................... (J. Waters) Assistant Vice President Attest: D. DOWDELL .................................... (D. Dowdell) Corporate Trust Officer (CORPORATE SEAL) 21 STATE OF NEW JERSEY) )ss.: COUNTY OF ESSEX ) BE IT REMEMBERED, that on this 9th day of March, 1994, before me, the subscriber, a Notary Public of the State of New Jersey, personally appeared F. J. Riepl 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. JEAN M. KILROY JEAN M. KILROY A NOTARY PUBLIC OF NEW JERSEY My Commission Expires Nov. 28, 1995 STATE OF NEW JERSEY) )ss.: COUNTY OF ESSEX ) BE IT REMEMBERED, that on this 9th day of March, 1994, before me, the subscriber, a Notary Public of the State of New Jersey, personally appeared J. Waters who, I am satisfied, is an Assistant Vice President of FIRST FIDELITY 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. JACQUELYN E. ONUFER JACQUELYN E. ONUFER Notary Public of New Jersey My Commission Expires July 14, 1997 22 CERTIFICATE OF RESIDENCE First Fidelity Bank, National Association, Mortgagee and Trustee within named, hereby certifies that its precise residence is 765 Broad Street, Newark, New Jersey 07101. FIRST FIDELITY BANK, NATIONAL ASSOCIATION By J. WATERS ................... (J. Waters) Vice President EX-4 3 EX-4(A)(3) SUPPLEMENTAL MORTGAGE ------------------------------------------------------------------------------ Supplemental Indenture DATED MARCH 1, 1994 (NO. 2) ------------------ SUPPLEMENTAL TO FIRST AND REFUNDING MORTGAGE, DATED AUGUST 1, 1924 ------------------ PUBLIC SERVICE ELECTRIC AND GAS COMPANY TO FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE 765 BROAD STREET NEWARK, NEW JERSEY 07101 ------------------ PROVIDING FOR THE ISSUE OF $175,000,000 FIRST AND REFUNDING MORTGAGE BONDS, 6 3/4% SERIES UU DUE 2006 - ------------------------------------------------------------------------------ RECORD IN MORTGAGE BOOK AND RETURN TO: JAMES T. FORAN, ESQ. 80 PARK PLAZA, T5B P. O. BOX 570 NEWARK, N. J. 07101 Prepared by DONALD S. LEIBOWITZ (Donald S. Leibowitz, Esq.) TABLE OF CONTENTS ------------------ PAGE ---- RECITALS......................................................... 1 FORM OF BOND [FACE].............................................. 3 FORMS OF CERTIFICATES OF AUTHENTICATION.......................... 5 FORM OF BOND [REVERSE]........................................... 6 GRANTING CLAUSES................................................. 9 ARTICLE I. BONDS OF THE SERIES UU. DESCRIPTION OF SERIES UU......................................... 11 ARTICLE II. REDEMPTION OF BONDS OF SERIES UU. SECTION 2.01. Redemption--Redemption Prices.................. 12 SECTION 2.02. Redemptions Pursuant to Section 4C of Article Eight of the Indenture................................ 12 SECTION 2.03. Called Bonds to be Surrendered--Interest to Cease 13 SECTION 2.04. Bonds Called in Part........................... 13 SECTION 2.05. Provisions of Indenture Not Applicable......... 14 ARTICLE III. MISCELLANEOUS. SECTION 3.01. Authentication of Bonds of Series UU........... 14 SECTION 3.02. Authenticating Agent........................... 14 SECTION 3.03. Additional Restrictions on Authentication of Additional Bonds Under Indenture........................ 15 SECTION 3.04. Restriction on Dividends....................... 16 SECTION 3.05. Use of Facsimile Seal and Signatures........... 16 SECTION 3.06. Time for Making of Payment..................... 16 SECTION 3.07. Effective Period of Supplemental Indenture..... 16 SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners of the State of New Jersey................... 17 SECTION 3.09. Execution in Counterparts...................... 17 Acknowledgements................................................. 19 Certificate of Residence......................................... 20 SUPPLEMENTAL INDENTURE, dated the 1st day of March, 1994 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 FIRST FIDELITY 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 FIRST FIDELITY 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. 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 & c. 2 PAGE COUNTY OFFICE BOOK NUMBER NUMBER - -------------- ----------- -------------------------------- --------------- 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. Warren 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 - -------------- ----------- -------------------------------- --------------- 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 Huntingdon 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 1,221 Westmoreland 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 February 1, 1994, 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 February 1, 1994, the Company has acquired property which, in 3 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 desires to provide for the issue of $175,000,000 principal amount of bonds secured by said Indenture of a series to be designated as "First and Refunding Mortgage Bonds, 6 3/4% Series UU due 2006" (hereinafter sometimes called "Series UU"); and WHEREAS, the text of the bonds of the Series UU and of the certificates of authentication to be borne by the bonds of the Series UU shall be substantially of the following tenor: [FORM OF BOND] [FACE] REGISTERED REGISTERED NUMBER Amount RU $ PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST AND REFUNDING MORTGAGE BOND, 6 3/4% SERIES UU DUE 2006. 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 , or registered assigns, on the surrender hereof, the principal sum of Dollars, on March 1, 2006 and to pay interest thereon from the date hereof, at the rate of 6 3/4% per annum, and until payment of said principal sum, such interest to be payable March 1 and September 1 in each year. 4 Both the principal hereof and interest hereon shall be paid at the principal corporate trust office of First Fidelity Bank, National Association in the City of Newark, State of New Jersey, or (at the option of the registered owner) at the corporate trust office of Morgan Guaranty Trust Company of New York, in the Borough of Manhattan, City and State of New York, 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. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Bond shall not be entitled to any security or benefit under the indenture mentioned on the reverse hereof, 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 or on behalf of First Fidelity Bank, National Association, as Trustee, or by or on behalf of 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 5 [FORM OF CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the series designated therein which are described in the within-mentioned indenture and supplemental indenture dated March 1, 1994 (No. 2), as secured thereby. FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE By.................... Authorized Signatory [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] ALTERNATE CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the series designated therein which are described in the within-mentioned indenture and supplemental indenture dated March 1, 1994 (No. 2), as secured thereby. FIRST FIDELITY BANK, NATIONAL ASSOCIATION, TRUSTEE By.................... Authenticating Agent By.................... Authorized Signatory 6 [FORM OF BOND] [REVERSE] PUBLIC SERVICE ELECTRIC AND GAS COMPANY FIRST AND REFUNDING MORTGAGE BOND, 6 3/4% SERIES UU DUE 2006. 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 supplemental indentures dated March 1, 1942, June 1, 1949, May 1, 1950, October 1, 1953, May 1, 1954, November 1, 1956, September 1, 1957, August 1, 1958, June 1, 1959, September 1, 1960, August 1, 1962, June 1, 1963, September 1, 1964, September 1, 1965, June 1, 1967, June 1, 1968, April 1, 1969, March 1, 1970, May 15, 1971, November 15, 1971, April 1, 1972, March 1, 1974, October 1, 1974, April 1, 1976, September 1, 1976, October 1, 1976, June 1, 1977, September 1, 1977, November 1, 1978, July 1, 1979, September 1, 1979 (No. 1), September 1, 1979 (No. 2), November 1, 1979, June 1, 1980, August 1, 1981, April 1, 1982, September 1, 1982, December 1, 1982, June 1, 1983, August 1, 1983, July 1, 1984, September 1, 1984, November 1, 1984 (No. 1), November 1, 1984 (No. 2), July 1, 1985, January 1, 1986, March 1, 1986, April 1, 1986 (No. 1), April 1, 1986 (No. 2), March 1, 1987, July 1, 1987 (No. 1), July 1, 1987 (No. 2), May 1, 1988, September 1, 1988, July 1, 1989, July 1, 1990 (No. 1), July 1, 1990 (No. 2), June 1, 1991 (No. 1), June 1, 1991 (No. 2), November 1, 1991 (No. 1), November 1, 1991 (No. 2), November 1, 1991 (No. 3), February 1, 1992 (No. 1), February 1, 1992 (No. 2), June 1, 1992 (No. 1), June 1, 1992 (No. 2), June 1, 1992 (No. 3), January 1, 1993 (No. 1), January 1, 1993 (No. 2), March 1, 1993, May 1, 1993, May 1, 1993 (No. 2), May 1, 1993 (No. 3), July 1, 1993, August 1, 1993, September 1, 1993, September 1, 1993 (No. 2), November 1, 1993, February 1, 1994, March 1, 1994 (No. 1) and March 1, 1994 (No. 2) each duly executed by the Company and First Fidelity Bank, National Association (formerly known as Fidelity Union Trust Company), a national banking association organized under the laws of the United States of America, as Trustee. This Bond is one of the 6 3/4% Series UU due 2006, which series is limited to the aggregate principal amount of 7 $175,000,000 and is issued pursuant to said supplemental indenture dated March 1, 1994 (No. 2). 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 not 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 6 3/4% Series UU due 2006, in which this Bond is included, are designated "First and Refunding Mortgage Bonds, 6 3/4% Series UU due 2006". 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. 8 As more fully provided in said supplemental indenture dated March 1, 1994 (No. 2), the Bonds of this series are subject to redemption prior to maturity, on notice given as below provided at any time by the application of proceeds of released property or other money held by the Trustee and which, pursuant to the provisions of said indenture, as amended and supplemented, is applied to the redemption of Bonds of this series, upon payment of the percentages of the principal amount thereof specified below under "Special Redemption Price" during such respective 12-month periods: 12-MONTH 12-MONTH PERIOD SPECIAL PERIOD SPECIAL BEGINNING REDEMPTION BEGINNING REDEMPTION MARCH 1 PRICE MARCH 1 PRICE - ----------- ----------- ----------- ----------- 1994 100.00% 2000 100.00% 1995 100.00 2001 100.00 1996 100.00 2002 100.00 1997 100.00 2003 100.00 1998 100.00 2004 100.00 1999 100.00 2005 100.00 together with accrued interest to the date fixed for redemption. Notice of any such redemption shall be given by mailing the same to the respective registered owners of the Bonds of this series so called for redemption, not less than 30 nor more than 40 days in advance of the date fixed for redemption. If this Bond or any portion thereof be called for redemption and payment be duly provided therefor, interest shall cease to accrue on this Bond or such portion on the date fixed for such redemption. This Bond is transferable, but only as provided in said indenture, 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 Bond similar hereto will be issued to the transferee. No service charge shall be made for any such transfer, 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 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 nor any paying agent shall be affected by any notice to the contrary. 9 The Bonds of this series are issuable only in fully registered form, in denominations of $1,000 and any multiple of $1,000. Such fully registered Bonds of the several denominations may be exchanged for fully registered Bonds of other authorized denominations, but only as provided in said indenture, upon surrender thereof, by the registered owner in person or by attorney duly authorized in writing, at either of said offices where the principal thereof and interest thereon are payable. No service charge shall be made for any such 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 shall not be required to issue or make transfers or exchanges of Bonds of this series for a period of ten days next preceding any interest payment date or next preceding the date of any drawing of such Bonds to be redeemed, and the Company shall not be required to make transfers or exchanges of any such Bonds drawn in whole or in part for such redemption. No recourse under or upon any obligation, covenant or agreement contained in said indenture or in any indenture supplemental thereto, or in any Bond or coupon 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 or coupons issued thereunder, or implied therefrom. ------------------------ 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 bonds of the series hereinafter described, when duly authenticated by or on behalf of the Trustee and issued by the Company, valid, binding and legal 10 obligations 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 February 1, 1994 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 11 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 SERIES UU. 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, 6 3/4% Series UU due 2006"; shall be limited to the aggregate principal amount of $175,000,000; shall mature March 1, 2006; shall bear interest at the rate of 6 3/4% per annum, payable on March 1 and September 1 of each year; 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 First Fidelity Bank, National Association in the City of Newark, State of New Jersey, or, as may be desired by the persons entitled to receive such principal and interest respectively, at the corporate trust office of Morgan Guaranty Trust Company of New York, in the Borough of Manhattan, City and State of New York; shall be issuable only in the form of fully registered bonds in the denominations of $1,000 and 12 any multiple of $1,000; and the several denominations shall be interchangeable. The date of each bond of the Series UU shall be the semi-annual 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 March 1, 1994. The Company shall not be required to issue or make transfers or exchanges of bonds of the Series UU for a period of ten days next preceding any interest payment date or next preceding the date of any drawing of such bonds to be redeemed, and the Company shall not be required to make transfers or exchanges of any such bonds drawn in whole or in part for such redemption. ARTICLE II. REDEMPTION OF BONDS OF SERIES UU. SECTION 2.01. Redemption--Redemption Prices. Bonds of the Series UU shall be subject to redemption 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, is applied to the redemption of bonds of the Series UU, upon payment of the percentages of the principal amount thereof specified under "Special Redemption Price" in the tabulation in the Form of Bond hereinbefore set forth during the respective 12-month periods beginning March 1 of each of the years mentioned in said tabulation together with accrued interest to the date fixed for redemption. 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 bonds of the Series UU, the Trustee, not later than 30 days prior to the applicable redemption date, shall draw by lot according to such methods as it shall deem proper, from all the bonds of the Series UU then outstanding, such principal amount thereof as is to be redeemed. Bonds of said series so redeemed shall be cancelled. 13 After such drawing the Trustee shall, beginning not later than 30 nor earlier than 40 days in advance of the date fixed for redemption, give, in the name of the Company, notice by mail that bonds of the Series UU bearing the serial numbers specified have been called for redemption pursuant to said Section 4C of Article Eight, that they will be due and payable on such redemption date, at the principal office of the Trustee in Newark, New Jersey, or (at the option of the holder) at the office or agency of the Company in the Borough of Manhattan, City and State of New York, at a stated amount (which shall be the Special Redemption Price applicable upon such redemption date), that, if the date fixed for redemption be other than an interest payment date, the bonds will be payable at the stated redemption price, plus accrued interest to the redemption date, and that all interest thereon will cease to accrue after said date. Such notice shall be mailed to the several registered owners of the bonds so called, at their respective addresses as the same may appear on the registry books. Failure duly to give such notice of redemption to the registered owner of any bond called for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other bond. SECTION 2.03. Called Bonds to be Surrendered--Interest to Cease. Each bond or portion thereof of the Series UU so called under Section 2.02 hereof shall be due and payable (upon surrender thereof) at the places and price and on the date specified in such notice, anything herein or in such bond to the contrary notwithstanding. From and after the date when each bond or portion thereof of the Series UU shall be due and payable as aforesaid (unless upon said date the full amount due thereon shall not be held by the Trustee 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 Series UU shall be drawn by lot by the Trustee pursuant to Section 2.02 hereof, the notice of redemption hereinbefore provided for shall specify the serial number of such bond and the portion of the principal amount thereof to be redeemed. Upon surrender of such bond for partial redemption and upon payment of the portion so called for redemption, a new bond or bonds of the Series UU, in aggregate principal amount equal to the unredeemed portion of such surrendered bond, shall be executed by the Company, authenticated by or on behalf of the Trustee, and delivered to the registered owner thereof, without expense to such owner. 14 SECTION 2.05 Provisions of Indenture Not Applicable. There shall be no sinking fund for the bonds of Series UU. ARTICLE III. MISCELLANEOUS. SECTION 3.01. Authentication of Bonds of Series UU. None of the bonds of the Series UU, 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 3.02. Authenticating Agent. As long as any of the bonds of the Series UU remain outstanding, the Trustee may appoint an authenticating agent to act on its behalf and subject to its direction in connection with the authentication of bonds of the Series UU. Such authenticating agent shall be appointed by the Trustee by an instrument in writing and shall have no responsibility or liability for any action taken by it at the direction of the Trustee. Such authenticating agent shall at all times be a corporation organized and doing business under the laws of the United States or of any State or Territory or of the District of Columbia authorized under such laws to act as authenticating agent, having a combined capital and surplus of at least $5,000,000, subject to supervision or examination by Federal, State, Territorial, or District of Columbia authority and, if there be such a corporation willing and able to act as authenticating agent on reasonable and customary terms, having its principal office and place of business in The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 3.02 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which any authenticating agent shall be a party, or any corporation succeeding to the corporate agency business of any authenticating agent, shall continue to be the authenticating 15 agent without the execution or filing of any paper or any further act on the part of the Trustee or the authenticating agent. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible in accordance with the provisions of this Section 3.02, the Trustee may appoint a successor authenticating agent. The Trustee shall give written notice of such appointment to the Company and shall mail notice of such appointment to all registered owners of the bonds of the Series UU, at their respective addresses as the same may appear on the registry books. Any successor authenticating agent, upon acceptance of its appointment, shall become vested with all the rights, powers, duties and responsibilities of its predecessor, with like effect as if originally appointed authenticating agent. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section 3.02. The Trustee agrees to pay to the authenticating agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments as provided in the Indenture. SECTION 3.03. 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 1 3/4 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 16 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 3.04. 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 3.05. 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 Series UU may be facsimiles. SECTION 3.06. Time for Making of Payment. All payments of principal or redemption price of and interest on the bonds of the Series UU 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 3.07. 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 Series UU shall remain outstanding. 17 SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners of the State of New Jersey. The approval of the Board of Regulatory Commissioners of the State of New Jersey of the execution and delivery of these presents and of the issue of any bonds of the Series UU 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 3.09. 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. 18 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 First Fidelity Bank, National Association, as Trustee, party hereto of the second part, has caused this supplemental indenture to be signed and acknowledged or proved by one of its Assistant Vice Presidents and its corporate seal to be hereunto affixed and to be attested by the signature of one of its Corporate Trust Officers. Executed and delivered this 9th day of March, 1994. PUBLIC SERVICE ELECTRIC AND GAS COMPANY By F. J. RIEPL ................................. (F. J. Riepl) Vice President Attest: E. J. BIGGINS, JR. .................................... (E. J. Biggins, Jr.) Assistant Secretary (CORPORATE SEAL) FIRST FIDELITY BANK, NATIONAL ASSOCIATION By J. WATERS ................................. (J. Waters) Assistant Vice President Attest: D. DOWDELL .................................... (D. Dowdell) Corporate Trust Officer (CORPORATE SEAL) 19 STATE OF NEW JERSEY ) ) ss.: COUNTY OF ESSEX ) BE IT REMEMBERED, that on this 9th day of March, 1994, before me, the subscriber, a Notary Public of the State of New Jersey, personally appeared F. J. Riepl 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. JEAN M. KILROY JEAN M. KILROY A NOTARY PUBLIC OF NEW JERSEY My Commission Expires Nov. 28, 1995 STATE OF NEW JERSEY ) ) ss.: COUNTY OF ESSEX ) BE IT REMEMBERED, that on this 9th day of March, 1994, before me, the subscriber, a Notary Public of the State of New Jersey, personally appeared J. Waters who, I am satisfied, is an Assistant Vice President of FIRST FIDELITY 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. JACQUELYN E. ONUFER JACQUELYN E. ONUFER Notary Public of New Jersey My Commission Expires July 14, 1997 20 CERTIFICATE OF RESIDENCE First Fidelity Bank, National Association, Mortgagee and Trustee within named, hereby certifies that its precise residence is 765 Broad Street, Newark, New Jersey 07101. FIRST FIDELITY BANK, NATIONAL ASSOCIATION By J. WATERS ........................ (J. Waters) Assistant Vice President EX-99 4 EX-99(A) DESCRIPTION OF THE NEW BONDS The New Bonds are to be issued under and secured by the indenture (the "First and Refunding Mortgage") dated August 1, 1924, between the Company and First Fidelity Bank, National Association, (formerly Fidelity Union Trust Company), as Trustee (the "Trustee"), as amended and supplemented by the eighty-three supplemental indentures now in effect and by the proposed supplemental indentures to be dated the first day of the month in which each series of the New Bonds are issued (the "New Supplements") providing for the New Bonds, which indenture and supplemental indentures are hereinafter collectively called the "Mortgage" and are filed as Exhibits 4a(1) through 4a(85) to the Registration Statement. The following statement includes brief summaries of certain provisions of the Mortgage. For a complete statement of such provisions reference is made to the above-mentioned Exhibits, and to the particular Articles and Sections of the First and Refunding Mortgage and of certain supplements. Bonds issued or issuable under the Mortgage are hereinafter sometimes called "Bonds". A copy of the Mortgage including a proposed New Supplement may be inspected at the office of the Trustee at 765 Broad Street, Newark, New Jersey or at the office of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. The New Bonds will be issuable only in fully registered form in denominations of $1,000 and any multiple thereof. The New Bonds will be transferable, and the several denominations thereof will be exchangeable for New Bonds of other authorized denominations, upon compliance with the applicable provisions of the Mortgage. No service charge will 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 Mortgage does not contain any covenant or other provision that specifically is intended to afford holders of the New Bonds special protection in the event of a highly leveraged transaction. INTEREST, MATURITY AND PAYMENT See the accompanying Prospectus Supplement. REDEMPTION See the accompanying Prospectus Supplement. LIEN AND SECURITY The New Bonds will be secured by the lien of the Mortgage equally and proportionately with all other Bonds. The Mortgage is a first lien on all the property and franchises of the Company now owned or hereafter acquired (except cash, accounts and bills receivable, merchandise bought, sold or manufactured for sale in the ordinary course of business, stocks, bonds or other corporate obligations or securities, other than those now or hereafter specifically 1 pledged thereunder, not acquired with the proceeds of Bonds) (the effectiveness of the after-acquired property clause being subject to certain possible exceptions under New Jersey law which are not regarded by the Company as of practical importance), subject only (i) to liens for taxes, assessments and governmental charges and other liens, encumbrances, and rights, none of which liens, encumbrances or rights, in the opinion of the Company, materially affects the use of the mortgaged property or the value thereof as security for the Bonds, (ii) to the lien of the Trustee for compensation, expenses and indemnity to which it may be entitled under the Mortgage, and (iii) as to after-acquired property, to encumbrances, if any, existing thereon at the time of acquisition. Under New Jersey law, the State of New Jersey owns in fee simple for the benefit of the public schools all lands now or formerly flowed by the tide up to the mean high-water line, unless it has made a valid conveyance of its interest in such property.In 1981, because of uncertainties raised as to possible claims of State ownership, the New Jersey Constitution was amended to provide that lands formerly tidal-flowed, but which were not then tidal-flowed at any time for a period of forty years, were not subject to State claims unless the State specifically defined and asserted a claim within the one year period ending November 2, 1982. As a result, the State published maps of the eastern (Atlantic) coast of New Jersey depicting claims to portions of many properties, including certain properties owned by the Company. The Company believes it has good title to such properties and will vigorously defend its title, or will obtain such grants from the State as may ultimately be required. The cost to acquire any such grants may be covered by title insurance policies. Assuming that all of such State claims were determined adversely to the Company, they would relate to land, which, together with the improvements thereon, would amount to less than 1% of net utility plant. No maps depicting State claims to property owned by the Company on the western(Delaware River) side of New Jersey were published within the one year period mandated by the Constitutional Amendment. Nevertheless, the Company believes it has obtained all necessary grants from the State for its improved properties along the Delaware River. The after-acquired property clause may not be effective as to property acquired subsequent to the filing of a petition with respect to the Company under the Federal Bankruptcy Code. The property of the Company subject to the lien of the Mortgage consists principally of its electric generating facilities, transmission lines, distribution lines, switching stations and substations, and its gas production plants and gas distribution facilities, and includes the Company's undivided interests as a tenant in common without right of partition in jointly-owned electric generating and gas production facilities and electric transmission lines. 2 ISSUANCE OF ADDITIONAL BONDS Additional Bonds may be authenticated and delivered in a principal amount not exceeding 60% of the cost or fair value to the Company (whichever is less) of additions or permanent improvements to the mortgaged property within 250 miles of Newark, New Jersey, after deducting the cost of property permanently abandoned and the difference between the cost and the net amount realized on the sale of property sold at a price to net less than half of its cost; but only if the net earnings of the Company (before income taxes, amortization of debt discount and expense, and fixed charges), for twelve consecutive months within the fifteen months preceding the application for the authentication of such additional Bonds, shall have been at least twice the fixed charges of the Company, including interest on the Bonds applied for. As of July 1, 1993, additions or improvements against which Bonds may be authenticated amounted to $4,300,946,619. No additional Bonds may be authenticated and delivered on the basis of the Company's 22.84% undivided interest in the Keystone Generating Station and 22.5% undivided interest in the Conemaugh Generating Station (both in western Pennsylvania) because such stations are not within 250 miles of Newark, New Jersey.The principal amount of additional Bonds which may be issued on account of the acquisition of property subject to prior liens is that amount which might be issued if there were no such liens, less the principal amount of obligations secured by such liens and not then deposited with the Trustee. Additional Bonds may also be authenticated and delivered under the Mortgage from time to time, in a principal amount equal to the principal amount of Bonds (excluding Bonds retired through a sinking fund or by the application of the proceeds of released property) or certain prior debt bonds purchased, paid, refunded, or retired by the Company and deposited with the Trustee, upon such deposit. Additional Bonds may also be issued (a) in a principal amount not exceeding the amount of cash deposited by the Company with the Trustee, to be subsequently withdrawn on account of additions or improvements or as otherwise permitted by the Mortgage, upon compliance with the conditions which, at the time of withdrawal, would authorize the authentication of Bonds in an amount equal to the cash withdrawn, or (b) in a principal amount not exceeding the principal amount of matured or maturing Bonds or prior debt bonds, to provide for the payment or purchase thereof, within 12 months before maturity (including a maturity resulting from a call for redemption) or at or after maturity, provided that cash equal to the principal amount of the Bonds so issued is simultaneously deposited with the Trustee in exchange therefor. The New Bonds will be issued under the above provisions. 3 MAINTENANCE AND DEPRECIATION PROVISIONS The Company must maintain the useful physical property subject to the Mortgage in good and businesslike working order and condition and make all needful and proper repairs, replacements, and improvements thereto. It must also maintain a reserve for renewals and replacements, reasonable according to the current standard practice of gas and electric utility companies or as approved or fixed by the Board of Regulatory Commissioners of the State of New Jersey. The New Supplements will contain no maintenance provisions with respect to the New Bonds. DIVIDEND RESTRICTIONS So long as there remain outstanding any of the New Bonds or any of the Bonds of any series now outstanding (other than the Bonds of the 5% Series due 2037 and the 8% Series due 2037), the Company may not pay any dividend on its common stock other than dividends payable in such stock, or make any other distribution thereon or purchase or otherwise acquire for value any such stock if such action would reduce its earned surplus below $10,000,000 less all amounts on the books of the Company on December 31, 1948, which shall have been thereafter required to be removed therefrom by charges to earned surplus pursuant to any order or rule of any regulatory body thereafter entered. AMENDMENT OF MORTGAGE The Mortgage may be modified by the Company and the Trustee with the consent of the holders of 85% in principal amount of the Bonds then outstanding (as defined in the Mortgage for such purposes), including, if the modification affects less than all series of Bonds outstanding, the holders of 85% in principal amount of the outstanding Bonds of each series affected. No such change, however, may alter the interest rate, redemption price or date, maturity date, or amount payable at maturity of any outstanding Bond or conflict with the Trust Indenture Act of 1939 as then in effect. RELEASE AND SUBSTITUTION OF PROPERTY Cash proceeds of released property held by the Trustee (i) may be paid to the Company to reimburse it for the full cost or fair value, whichever be less, of additions or improvements permitted under the Mortgage to be used as the basis for the issuance of additional Bonds, without any net earnings requirement; (ii) may be paid to the Company in an amount equal to the principal amount of Bonds or certain prior debt bonds purchased, paid, refunded, or retired by the Company and deposited with the Trustee; (iii) may be invested in obligations of the United States; or (iv) may be utilized by the Trustee for the purchase or redemption of Bonds at the lowest prices 4 obtainable. The Trustee must release pledged prior debt bonds of any issue if all prior debt bonds of such issue have been pledged and there is no lien on any of the mortgaged property senior to the lien of the Mortgage but junior to the lien of the prior debt bonds to be released. The Trustee must release franchises surrendered and structures removed or abandoned by the Company pursuant to a legal requirement or an agreement with a state or political subdivision thereof. Certain additional provisions as to the release of property are referred to above under Issuance of Additional Bonds and Maintenance and Depreciation Provisions. DEFAULTS The following constitute events of default under the Mortgage: (i) default in the payment of the principal of any Bonds or prior debt bonds; (ii) default, continued for three months, in the payment of interest on any Bonds or in the payment of any installment of any sinking fund provided for any series of Bonds; (iii) default, continued for three months after written notice to the Company from the Trustee or the holders of 5% in principal amount of the outstanding Bonds, in the observance or performance of any other covenant or condition in the Mortgage; and (iv) the adjudication of the Company as a bankrupt, the appointment of a receiver for the Company or its property or the approval of a petition for the reorganization of the Company under the Federal Bankruptcy Code, if no appeal from such action is taken within 30 days, or on the same becoming final. The Mortgage does not require the Company to furnish to the Trustee any periodic evidence as to the absence of default or as to compliance with the terms of the Mortgage. The holders of 25% in principal amount of the Bonds then outstanding (or a majority in principal amount of the Bonds of any series in default, if default occurs in payments due with respect to Bonds of less than all series) may require the Trustee to take all steps needful for the protection and enforcement of the rights of the Trustee and of the holders of Bonds. The holders of 76% in principal amount of the Bonds then outstanding have the right to direct and control the action of the Trustee in any judicial or other proceedings to enforce the Mortgage. If a default in the payment of principal, interest or sinking fund installment affects exclusively the Bonds of one or more series, the holders of a majority of the outstanding Bonds of the series so affected may require the Trustee to accelerate the maturity of such Bonds and also may require the Trustee to take other action for the protection of such bondholders. 5 CERTIFICATE OF COMPLIANCE Pursuant to the provisions of the Trust Indenture Act of 1939, as amended, the Company is required to certify to the Trustee, not less than annually, the Company's compliance with all conditions and covenants under the Mortgage. CONCERNING THE TRUSTEE First Fidelity Bank, National Association, Trustee and a paying agent under the Mortgage, is a subsidiary of First Fidelity Bancorporation. The Company also maintains other normal banking relationships with First Fidelity Bank, National Association. E. James Ferland, Chairman of the Board, President and Chief Executive Officer of Enterprise, and Chairman of the Board and Chief Executive Officer of the Company, is a director of First Fidelity Bancorporation and of First Fidelity Bank, National Association. 6 EX-99 5 EX-99(B) CERTAIN TERMS OF THE NEW BONDS The following supplemental information concerning the New Bonds should be read in conjunction with the statements under "Description of the New Bonds" in the accompanying Prospectus. INTEREST, MATURITY AND PAYMENT The New Bonds will mature on March 1, 2014 and will bear interest at the rate shown on the cover of this Prospectus Supplement, payable March 1 and September 1, commencing September 1, 1994. Principal and interest will be payable,and transfers and exchanges of the New Bonds may be made, at the corporate trust office of Morgan Guaranty Trust Company of New York, in New York, New York, or at the principal corporate trust office of First Fidelity Bank, National Association ("Trustee"), in Newark, New Jersey. REDEMPTION PROVISIONS The New Bonds will be subject to redemption prior to maturity, on not less than 30 days' notice by mail, (1) as a whole at any time or in part on any interest payment date, at the election of the Company (subject to the approval of the New Jersey Board of Regulatory Commissioners) upon payment of the percentage of the principal amount thereof specified below under Regular Redemption Price during the respective 12 month periods beginning March 1 of each year of the years mentioned, provided, however, that prior to March 1, 2004 no New Bonds may be so redeemed, and (2) at any time (provided there are no Bonds that can be purchased or redeemed at a lower price and provided any such redemption is pro rata with all other Bonds with the same redemption price) by the application of proceeds of released property or certain other money held by the Trustee in certain cases (see "Description of the New Bonds--Release and Substitution of Property" in the accompanying Prospectus), upon payment of the percentages of the principal amount thereof specified below 1 under Special Redemption Price during the respective 12 month periods beginning March 1 of each of the years mentioned: 12 MONTH PERIOD REGULAR SPECIAL BEGINNING REDEMPTION REDEMPTION MARCH 1 PRICE PRICE - -------------------------- ----------- ----------- 1994...................... -- 100.00% 1995...................... -- 100.00 1996...................... -- 100.00 1997...................... -- 100.00 1998...................... -- 100.00 1999...................... -- 100.00 2000...................... -- 100.00 2001...................... -- 100.00 2002...................... -- 100.00 2003...................... -- 100.00 12 MONTH PERIOD REGULAR SPECIAL BEGINNING REDEMPTION REDEMPTION MARCH 1 PRICE PRICE - -------------------------- ----------- ----------- 2004...................... 102.13% 100.00% 2005...................... 101.70 100.00 2006...................... 101.28 100.00 2007...................... 100.85 100.00 2008...................... 100.43 100.00 2009...................... 100.00 100.00 2010...................... 100.00 100.00 2011...................... 100.00 100.00 2012...................... 100.00 100.00 2013...................... 100.00 100.00 plus accrued interest to the redemption date. In case of redemption at the election of the Company, as described in (1) above, the notice of redemption may be conditioned upon the deposit with the Trustee, on or before the redemption date, of the redemption price, with accrued interest to the redemption date. There will be no sinking or improvement fund for the New Bonds. 2 EX-99 6 EX-99(C) CERTAIN TERMS OF THE NEW BONDS The following supplemental information concerning the New Bonds should be read in conjunction with the statements under "Description of the New Bonds" in the accompanying Prospectus. INTEREST, MATURITY AND PAYMENT The New Bonds will mature on March 1, 2006 and will bear interest at the rate shown on the cover of this Prospectus Supplement, payable March 1 and September 1, commencing September 1, 1994. Principal and interest will be payable,and transfers and exchanges of the New Bonds may be made, at the corporate trust office of Morgan Guaranty Trust Company of New York, in New York, N.Y., or at the principal corporate trust office of First Fidelity Bank, National Association ("Trustee") in Newark, N.J. REDEMPTION PROVISIONS The New Bonds will not be subject to redemption prior to maturity either as a whole or in part at the option of the Company. In certain cases, the New Bonds will be subject to mandatory redemption prior to maturity at any time on not less than 30 days' notice by mail (provided there are no Bonds that can be purchased or redeemed at a lower price and provided any such redemption is pro rata with all other Bonds with the same redemption price) by the application of proceeds of released property or certain other money held by the Trustee upon payment of 100% of the principal amount thereof. See "Description of the New Bonds--Release and Substitution of Property" in the accompanying Prospectus. There will be no sinking or improvement fund for the New Bonds. 1 -----END PRIVACY-ENHANCED MESSAGE-----