Third_Supplemental_Indenture__SCEG_FMB


Counterpart #_______


Exhibit 4.12


SOUTH CAROLINA ELECTRIC & GAS COMPANY


TO


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., successor to
NationsBank of Georgia, National Association, as Trustee


____________________


THIRD SUPPLEMENTAL INDENTURE
(Supplemental to Indenture Dated as of April 1, 1993)


PROVIDING FOR


INCREASE IN MAXIMUM AMOUNT PERMITTED TO BE SECURED BY INDENTURE DATED AS OF APRIL 1, 1993


____________________








Dated as of September 1, 2013






THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, AS TRUSTEE, TO WHICH THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. IS SUCCESSOR TRUSTEE, DATED APRIL 1, 1993 (THE “INDENTURE”), RECORDED IN THE RMC OFFICE OF THIS COUNTY AS DESCRIBED ON EXHIBIT A HERETO, AS HERETOFORE AMENDED AND SUPPLEMENTED AND AS AMENDED AND SUPPLEMENTED BY THIS THIRD SUPPLEMENTAL INDENTURE THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE OF, THE PROVISIONS OF SECTION 29-1-10 AND 29-3-80, S.C. CODE OF LAWS (1976), AS AMENDED.  THE LIEN OF THE INDENTURE, AS SUPPLEMENTED OR AMENDED FROM TIME TO TIME, SHALL CONTINUE UNTIL SATISFIED OR RELEASED OF RECORD REGARDLESS OF WHETHER OR NOT SUCH INDENTURE STATES A MATURITY DATE.  FURTHER, AS SET FORTH IN THE INDENTURE, THE LIEN AFFECTS AFTER-ACQUIRED PROPERTY.













THIRD SUPPLEMENTAL INDENTURE


THIRD SUPPLEMENTAL INDENTURE, dated as of September 1, 2013, between SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation duly organized and existing under the laws of the State of South Carolina (herein called the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, successor to NationsBank of Georgia, National Association, as trustee (the “Trustee”);


WHEREAS, the Company heretofore executed and delivered to the Trustee an Indenture dated as of April 1, 1993 (herein referred to as the “Original Indenture”), which Original Indenture was executed and delivered by the Company to secure the payment of Securities issued or to be issued under and in accordance with the provisions thereof, the Original Indenture being recorded as shown as Exhibit A hereto; and


WHEREAS, the Company has heretofore executed and delivered to the Trustee the following supplemental indentures:


DESIGNATION    DATED AS OF


First Supplemental Indenture    June 1, 1993
Second Supplemental Indenture    June 15, 1993


supplemental to the Original Indenture; the Original Indenture, together with all instruments stated to be supplemental thereto to which the Trustee has heretofore been or shall hereafter be a party, including the aforesaid supplemental indentures and this Third Supplemental Indenture, being herein sometimes referred to collectively as the “Mortgage;” and


WHEREAS, Section 1701 of the Mortgage provides that the Company and the Trustee, at any time and from time to time, without the consent of any Holders, may enter into one or more indentures supplemental to the Original Indenture, for various purposes including to increase the amount of indebtedness and sums which may be secured by the Mortgage, to add one or more covenants of the Company and to establish the terms of Securities of any series as contemplated by Section 201 of the Mortgage; and


WHEREAS, there have been issued under the Original Indenture as heretofore supplemented the following series of First Mortgage Bonds, of which the following principal amounts were outstanding at the date of this Third Supplemental Indenture:











	
					
	



SERIES
	PRINCIPAL
AMOUNT
ISSUED
	PRINCIPAL AMOUNT
OUTSTANDING

	 
	 
	 

	Securities of the Original Series
	$
	1,000
	

	$           None

	First Mortgage Bonds, 7 5/8% Series due 2023
	100,000,000
	

	None

	First Mortgage Bonds, 6% Series due June 15, 2000
	100,000,000
	

	None

	First Mortgage Bonds, 7 1/2% Series due June 15, 2023
	150,000,000
	

	None

	First Mortgage Bonds, 6 1/4% Series due December 15, 2003
	100,000,000
	

	None

	First Mortgage Bonds, 7.70% Series due July 15, 2004
	100,000,000
	

	None

	First Mortgage Bonds, 7 5/8% Series due April 1, 2025
	100,000,000
	

	None

	First Mortgage Bonds, 7 1/8% Series due June 15, 2013
	150,000,000
	

	None

	First Mortgage Bonds, 6 1/8% Series due March 1, 2009
	100,000,000
	

	None

	First Mortgage Bonds, 6.70% Series due February 1, 2011
	150,000,000
	

	None

	First Mortgage Bonds, 6.625% Series due February 1, 2032
	300,000,000
	

	300,000,000

	First Mortgage Bonds, 2002 Deposited Series
	90,425,000
	

	None

	First Mortgage Bonds, 5.80% Series due January 15, 2033
	200,000,000
	

	200,000,000

	First Mortgage Bonds, 5.30% Series due May 15, 2033
	300,000,000
	

	300,000,000

	First Mortgage Bonds, 5.25% Series due November 1, 2018
	250,000,000
	

	250,000,000

	First Mortgage Bonds, 5.25% Series due March 1, 2035
	100,000,000
	

	100,000,000

	First Mortgage Bonds, 6.25% Series due July 1, 2036
	125,000,000
	

	125,000,000

	First Mortgage Bonds, 6.05% Series due January 15, 2038
	535,000,000
	

	535,000,000

	First Mortgage Bonds, 6.50% Series due November 1, 2018
	300,000,000
	

	300,000,000

	First Mortgage Bonds, 2008 Deposited Series
	35,000,000
	

	34,555,000

	First Mortgage Bonds, 5.50% Series due December 15, 2039
	150,000,000
	

	150,000,000

	First Mortgage Bonds, 5.450% Series due February 1, 2041
	350,000,000
	

	350,000,000

	First Mortgage Bonds, 3.22% Series due October 18, 2021
	30,000,000
	

	30,000,000

	First Mortgage Bonds, 4.35% Series due February 1, 2042
	500,000,000
	

	500,000,000

	First Mortgage Bonds, 2013 Deposited Series
	54,215,000
	

	54,215,000

	First Mortgage Bonds, 4.60% Series due June 15, 2043
	400,000,000
	

	400,000,000






WHEREAS, it is provided in Section 201 of the Original Indenture, as heretofore supplemented, that the aggregate principal amount of Securities which may be secured by the Mortgage shall be such aggregate principal amount as may from time to time be authenticated and delivered under the provisions thereof; provided, however, that until an indenture or indentures supplemental thereto shall be executed and delivered by the Company to the Trustee and filed for record in one or more places as may be required to make effective the Lien of the Mortgage, increasing or decreasing the amount of future advances and other indebtedness and sums which may be secured thereby, the Mortgage may secure future advances and other indebtedness and sums not to exceed in the aggregate Five Billion Dollars ($5,000,000,000); and


WHEREAS, the Company has determined to increase the aggregate principal amount of Securities which may be secured by the Mortgage, including future advances and other indebtedness and sums, from Five Billion Dollars ($5,000,000,000) to Ten Billion Dollars ($10,000,000,000) and has duly authorized the execution and delivery to the Trustee of this Third Supplemental Indenture to effect such increase; and

2










WHEREAS, the execution and delivery by the Company of this Third Supplemental Indenture, and the terms of the Securities, have been duly authorized by the Company as provided in the Mortgage;


    
THE PARTIES HEREBY COVENANT AND AGREE as follows:




ARTICLE FIRST


Increase in Amount Permitted to be Secured by Mortgage


SECTION 1.01. Increase in Amount Permitted to be Secured by Mortgage.


The aggregate principal amount of indebtedness which may be secured by the Mortgage, including future advances and other indebtedness and sums, is increased from Five Billion Dollars ($5,000,000,000) as specified in Section 201 of the Original Indenture, as heretofore supplemented, to Ten Billion Dollars ($10,000,000,000).  




ARTICLE SECOND


Miscellaneous


SECTION 2.01. Definitions.


Subject to the amendments provided for in this Third Supplemental Indenture, the terms defined in the Original Indenture as heretofore supplemented shall, for all purposes of this Third Supplemental Indenture, have the meanings specified in the Original Indenture.


SECTION 2.02. Acceptance of Trust.


The Trustee hereby accepts the trust herein created and agrees to perform the same upon the terms and conditions in the Original Indenture as heretofore supplemented set forth and upon the following terms and conditions:


The Trustee shall not be responsible in any manner whatsoever for or in respect to the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company alone.  In general each and every term and condition contained in Article Sixteen of the Mortgage shall apply to and form part of this Third Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Third Supplemental Indenture.


SECTION 2.03. Successors and Assigns.


Whenever in this Third Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles Fifteen and Sixteen of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and 

3








agreements in this Third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.


SECTION 2.04. Benefit of the Parties.


Nothing in this Third Supplemental Indenture, express or implied, is intended, or shall be construed, to confer upon, or to give to any person, firm or corporation, other than the parties hereto and the Holders of the Securities Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto and of the Holders of the Securities Outstanding under the Mortgage.


SECTION 2.05. Effect in Georgia.


This Third Supplemental Indenture is intended by the parties hereto, as to properties now or hereafter encumbered by the Mortgage and located within the State of Georgia, to operate and is to be construed as granting a Lien only on such properties and not as a deed passing title thereto.


SECTION 2.06. Notice of Claim of Benefit of Laws.


The Company gives notice that it claims the benefit of Sections 29-1-10 and 29-3-80, S.C. Code of Laws (1976), as amended (Section 589, enacted into law June 14, 1993), concerning the continuation of the lien until satisfied or released of record and attachment to after-acquired real property of the lien of the Original Indenture, dated as of April 1, 1993, the First Supplemental Indenture, dated as of June 1, 1993 and the Second Supplemental Indenture, dated as of June 15, 1993, and all supplements and amendments thereto.  The Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are recorded in the counties and at the book and page numbers set forth on Exhibit A attached hereto.  The Notice on the cover of this Third Supplemental Indenture is given pursuant to the aforesaid laws.


SECTION 2.07. Counterparts.


This Third Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.


SECTION 2.08. Governing Law.


This Third Supplemental Indenture shall be governed by and construed in accordance with the law of the State of South Carolina, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.



4










IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this Third Supplemental Indenture to be executed in its corporate name by its Treasurer and its corporate seal to be hereunto affixed and to be attested by its Secretary, and The Bank of New York Mellon Trust Company, N.A., to evidence its acceptance hereof, has caused this Third Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents or Trust Officers, in several counterparts, all as of the day and year first above written.


SOUTH CAROLINA ELECTRIC & GAS COMPANY


By:    /s/ Mark R Cannon            
Mark R. Cannon
Its:    Treasurer


Attest:


/s/ Gina Champion        
Gina Champion, Secretary




In the presence of:


/s/ Jonathan T Evans    
Jonathan T. Evans


/s/ Patricia K Haltiwanger    
Patricia K. Haltiwanger



[South Carolina Electric & Gas Company’s Signature Page]






IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this Third Supplemental Indenture to be executed in its corporate name by its Treasurer and its corporate seal to be hereunto affixed and to be attested by its Secretary, and The Bank of New York Mellon Trust Company, N.A., to evidence its acceptance hereof, has caused this Third Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents or Trust Officers, in several counterparts, all as of the day and year first above written.


THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Successor to
NationsBank of Georgia, National Association, as Trustee




By:    s/ Lawrence Dillard                    
Lawrence Dillard
Its:    Vice President


In the presence of:


s/ Lawrence M Kusch    
Lawrence M. Kusch




s/ R. Tarnas        
R. Tarnas



[The Bank of New York Mellon Trust Company, N.A.’s Signature Page]






STATE OF SOUTH CAROLINA        )
)        ACKNOWLEDGEMENT
COUNTY OF LEXINGTON            )


I, the undersigned notary public for the State of South Carolina, do hereby certify that Mark R. Cannon and Gina Champion, the Treasurer and Secretary, respectively, of South Carolina Electric & Gas Company personally appeared before me this day and acknowledged the due execution of the foregoing instrument.


Witness my hand and official seal this 5th day of September, 2013.






s/ Patricia K Haltiwanger            
Patricia K. Haltiwanger, Notary Public
(NOTARY SEAL)
My Commission Expires:  March 22, 2016







[South Carolina Electric & Gas Company’s Acknowledgement]






STATE OF ILLINOIS                )
)        ACKNOWLEDGEMENT
COUNTY OF COOK                )


I, the undersigned notary public for the State of Illinois, do hereby certify that Lawrence Dillard, a Vice President of the Bank of New York Mellon Trust Company, N.A. personally appeared before me this day and acknowledged the due execution of the foregoing instrument.


Witness my hand and official seal this 5th day of September, 2013.






s/ Colleen Sketch            
Notary Public
(NOTARY SEAL)
My Commission Expires:  May 20, 2017







[The Bank of New York Mellon Trust Company, N.A.’s Acknowledgement]






EXHIBIT A


The Indenture dated as of April 1, 1993 with NationsBank of Georgia, National Association, to which The Bank of New York Mellon Trust Company, N.A., is successor as Trustee (the “Original Indenture”), the First Supplemental Indenture thereto, dated as of June 1, 1993 (the “First Supplement”) and the Second Supplemental Indenture, dated as of June 15, 1993 (the “Second Supplement”), have each been filed for the record and correctly indexed as a mortgage on real estate in the appropriate recording office in each of the following counties in the State of South Carolina:
	
										
	 
	     Original Indenture
	    First Supplement
	 Second Supplement
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	



County
	Real Estate
Mortgage
Book
	



Page
	Real Estate
Mortgage Book
	



Page
	Real Estate
Mortgage
Book
	



Page

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	1
	Abbeville
	10E
	1
	10F
	209
	10F
	600

	 
	2
	Aiken
	1521
	1
	1540
	48
	1548
	298

	 
	3
	Allendale
	81
	360
	83
	20
	82
	131

	 
	4
	Bamberg
	105
	1
	105
	96
	106
	24

	 
	5
	Barnwell
	225
	1
	229
	329
	231
	205

	 
	6
	Beaufort
	543
	2220
	628
	404
	634
	545

	 
	7
	Berkeley
	276
	152
	301
	350/358
	313
	66

	 
	8
	Calhoun
	84
	138
	86
	179
	87
	29

	 
	9
	Charleston
	C-226
	492
	S-227
	723/732
	V-228
	632

	 
	10
	Chester
	664
	18
	669
	217
	671
	239

	 
	11
	Colleton
	529
	124
	535
	63
	537
	120

	 
	12
	Dorchester
	1133
	107
	1152
	222
	1163
	270

	 
	13
	Edgefield
	460
	1
	461
	24
	461
	138

	 
	14
	Fairfield
	322
	33
	325
	153
	326
	215

	 
	15
	Greenwood
	492
	466
	495
	829
	497
	922

	 
	16
	Hampton
	185
	73
	187
	19
	187
	267

	 
	17
	Jasper
	92
	44
	93
	272
	94
	103

	 
	18
	Kershaw
	165
	1
	177
	77
	182
	303

	 
	19
	Lexington
	2513
	173
	2573
	182
	2599
	1

	 
	20
	McCormick
	89
	96
	90
	46
	90
	92

	 
	21
	Newberry
	396
	256
	401
	318
	403
	305

	 
	22
	Orangeburg
	598
	64
	600
	967
	601
	1187

	 
	23
	Richland
	M-1563
	744
	M-1583
	157
	1592
	908

	 
	24
	Saluda
	263
	75
	266
	188
	268
	182

	 
	25
	Union
	190
	136
	190
	458
	190
	606






As the same may have been supplemented from time to time.



Exhibit A