ex4_bviii.htm











Exhibit (4)(b)(viii)


 



	 	This instrument was prepared by
	 	 
	 	/s/ Ira G. Megdal
	 	Ira G. Megdal, Esquire





 


MORTGAGE


 








 


SOUTH JERSEY GAS COMPANY


 


TO


 


THE BANK OF NEW YORK MELLON,


Trustee


 











 


SECOND AMENDMENT TO TWENTY-FOURTH SUPPLEMENTAL INDENTURE


 


Dated as of December 20, 2010


 











 


With Respect to the Issuance of First Mortgage Bonds,


10% Medium Term Notes Series C


 


and


 


Amending the Indenture of Mortgage


Dated October 1, 1947,


 


As amended by Amendment to Twenty-Fourth Supplemental Indenture


Dated as of March 31, 2006


 











 




  





  











  






 


THIS SECOND AMENDMENT TO TWENTY-FOURTH SUPPLEMENTAL INDENTURE dated as of December 20, 2010 between SOUTH JERSEY GAS COMPANY, a New Jersey corporation with principal offices at One South Jersey Plaza, Route 54, Folsom, New Jersey 08037, party of the first part, hereinafter called the “Company,” and The Bank of New York Mellon (successor trustee to Guarantee Bank and previously known as The Bank of New York), a New York banking corporation with a corporate trust office at 101 Barclay Street, Floor 21 West, New York, New York 10286, party of the second part, hereinafter called “Trustee,” as Trustee under the Indenture of Mortgage hereinafter mentioned, Witnesseth that:


 


Whereas, the Company has heretofore duly executed, acknowledged and delivered to Guarantee Bank and Trust Company (name later changed to Guarantee Bank), as Trustee, a certain Indenture of Mortgage dated October 1, 1947 (hereinafter called the “Original Indenture”) to provide for the issuance of, and to secure, its First Mortgage Bonds (the “Bonds”), issuable in series and without limit as to aggregate principal amount (except as provided under Article III of the Original Indenture), and by the Original Indenture granted and conveyed unto the Trustee, upon the trusts and for the uses and purposes therein specifically set forth, certain real estate, franchises and other property therein described or which might be thereafter acquired by it, to secure the payment of the principal of and interest on the Bonds from time to time issued thereunder, and pursuant to which the Company provided for the creation of an initial series of First Mortgage Bonds designated as “South Jersey Gas Company First Mortgage Bonds, 4 1/8% Series due 1977” (herein and in the Original Indenture sometimes called the “Bonds of the Initial Series”); and


 


Whereas, the Original Indenture provides that Bonds may be issued thereunder from time to time and in one or more series, upon conditions therein fully provided, the Bonds of each series to be substantially in the forms therein recited for the Bonds of the Initial Series but with such omissions, variations and insertions as are authorized or permitted by the Original Indenture and determined and specified by the Board of Directors of the Company; and


 


Whereas, the Company has heretofore duly executed, acknowledged and delivered to the Trustee supplemental indentures, including a Twenty-Fourth Supplemental Indenture dated as of September 1, 2005 and recorded as set forth on Schedule 1 annexed hereto, as amended by Amendment to Twenty-Fourth Supplemental Indenture dated as of March 31, 2006 (as amended, hereinafter called the “Twenty-Fourth Supplement”) pursuant to which the Company provided for the creation of a twenty-second series of Bonds designated as “South Jersey Gas Company First Mortgage Bonds, 10% Medium Term Notes Series C” (hereinafter sometimes called the “Bonds of the Twenty-Second Series”) (the Original Indenture, all such supplemental indentures, including the Twenty-Fourth Supplement, as amended by this Second Amendment to Twenty-Fourth Supplemental Indenture, are hereinafter sometimes collectively referred to as the “Indenture”); and


 




  





  











  






 


Whereas, it is the intent of the Company and the Trustee that this Second Amendment to Twenty-Fourth Supplemental Indenture evidences the terms and provisions of the Original Indenture, together with all twenty-four (24) previous indentures supplemental thereto (it being acknowledged that the Original Indenture and each of the first (1st) through twenty-fourth (24th) supplemental indentures thereto are currently of record in each of the counties within the State of New Jersey in which the real properties identified on Exhibit “A” hereto are located (except for (i) Cape May County, in which the Original Indenture and the first (1st) through thirteenth (13th) supplemental indentures thereto are being filed of record as Exhibit “B” attached hereto and incorporated by reference herein and (ii) the Amendment to Twenty-Fourth Supplemental Indenture, attached as Exhibit “C” hereto, which is being filed of record in each of the counties in which the real properties identified on Exhibit “A” hereto are located and incorporated by reference herein); and


 


Whereas, the Company deems it advisable and appropriate to amend the Twenty-Fourth Supplement to include a listing of certain real estate to be encumbered by the Indenture (the “Properties”) and to spread the lien of the Indenture to the Properties;


 


NOW THEREFORE, the Company, in further consideration of the acceptance by the Trustee of the trusts hereby created and of the purchase or acceptance of the Bonds by the Bondholders, and of One Dollar ($1.00) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt of which is hereby acknowledged, and in order to further secure to the Bondholders the payment of the principal of and interest on all bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance and observance by the Company of all the covenants and conditions in such bonds and in the Indenture contained, and intending to be legally bound, does hereby ratify and confirm that it has granted, bargained, sold, conveyed, aliened, enfeoffed, mortgaged, pledged, released, confirmed, assigned, transferred and set over unto Trustee, its successors in the trust and its and their assigns, all property described in the granting clause of the Indenture (except such thereof as may heretofore have been released from the lien of the Indenture in accordance with the terms thereof) and does, by these presents, hereby grant, bargain, sell, convey, alien, enfeoff, mortgage, pledge, release, confirm, assign, transfer, and set over unto Trustee, its successors in the trust and its and their assigns, all property described in the granting clauses of the Indenture and relating to the Properties described on Exhibit “A” hereto (except such thereof as may heretofore have been released from the lien of the Indenture in accordance with the terms thereof).


 


SUBJECT, HOWEVER, to the exceptions, reservations and matters of the kind and type recited in the Indenture as excepted encumbrances.


 


AND FURTHER PROVIDED, that the Company, by appropriate resolutions adopted by its Board of Directors has duly determined to amend the Twenty-Fourth Supplement as follows:


 


ARTICLE I


 


MORTGAGE SPREADER


 


The lien of the Indenture is hereby extended to and spread to the Properties described on Exhibit “A” attached hereto and all buildings and improvements now or hereafter erected thereon.


 




  





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ARTICLE II


 


GRANTING CLAUSE TO ORIGINAL INDENTURE


 


Section 1 of the Granting Clause to the Original Indenture is hereby amended to also include the Properties set forth on Exhibit “A” attached hereto, so that all references in the Indenture to the “mortgaged property” shall hereafter be deemed to also include the Properties and all buildings and improvements now or hereafter erected thereon.


 


ARTICLE III


 


MISCELLANEOUS


 


(A)           As amended by this Second Amendment to Twenty-Fourth Supplemental Indenture, each of the Twenty-Fourth Supplement and the Indenture is in all respects ratified and confirmed and will remain in full force and effect, and the Indenture, including each supplemental indenture thereto, including, without limitation, the Twenty-Fourth Supplemental Indenture, as amended by this Second Amendment to Twenty-Fourth Supplemental Indenture, shall be read as one instrument.  All terms used in this Second Amendment to Twenty-Fourth Supplemental Indenture shall have the same meaning as used elsewhere in the Indenture except where the context clearly indicates otherwise.


 


(B)           The Company and Trustee hereby incorporate herein by reference, as if fully set forth herein at length, all of the terms and provisions of the Original Indenture and each supplemental indenture thereto, as amended.


 


(C)           This Second Amendment to Twenty-Fourth Supplemental Indenture has been dated as of December 20, 2010 for convenience.  The date of actual execution hereof by each of the parties is the date shown by the acknowledgment of execution hereof by its officers.


 


(D)           This Second Amendment to Twenty-Fourth Supplemental Indenture may be executed in several counterparts, each of which shall be considered an original and all collectively as but one instrument.


 


(E)           The Trustee makes no representations as to the validity or sufficiency of this Second Amendment to Twenty-Fourth Supplemental Indenture.  The recitals and statements herein are deemed to be those of the Company and not of the Trustee.


 




  





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IN WITNESS WHEREOF, the Company and the Trustee have caused these presents to be duly executed under the respective corporate seals by their respective proper officers, all duly authorized thereunto, and have caused these presents to be dated as of the day and year first above written.


 




	 	 	SOUTH JERSEY GAS COMPANY
	 	 	 	 
	
 

	 	
By:

	 /s/ David A. Kindlick
	 	 	 	 David A. Kindlick
	 	 	 	 Senior Vice President & Chief Financial Officer
	 	 	 	 
	ATTEST:	 	 	 [SEAL]
	 	 	 	 
	/s/ Gina Merritt-Epps	 	 	 
	Gina Merritt-Epps	 	 	 
	Corporate Counsel and Secretary	 	 	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON
	 	 	 	 
	 	 	By:	 /s/ Thomas J. Provenzano	 
	 	 	 	 
	ATTEST:	 	 	 [SEAL]
	 	 	 	 
	/s/	 	 	 







 




  





4











  






 



	STATE OF NEW JERSEY 	:	 
	 	:	ss:
	COUNTY OF ATLANTIC 	:	 





 


Be it remembered, that on December 16, 2010, before me, a Notary Public of New Jersey, personally appeared David A. Kindlick, who, I am satisfied, is Senior Vice President & Chief Financial Officer of South Jersey Gas Company, one of the corporations named in the foregoing deed or instrument, and I having first made known to him the contents thereof, he acknowledged that he had signed the same as such officer for and on behalf of such corporation, that the same was made by such corporation as its voluntary act and deed, and sealed with its corporate seal, by virtue of authority of its board of directors, and that he has received, without charge, a true copy of said foregoing deed or instrument.  All of which is hereby certified.




	 	 	 
	
 

	/s/ Julia G. Frazier	 
	 	Notary Public of New Jersey	 
	 	 	 
	 	My Commission Expires:	 







 




  





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	COMMONWEALTH OF PENNSYLVANIA	:	 
	 	:	ss:
	COUNTY OF ALLEGHENY	:	 







 


Be it remembered, that on December 20, 2010, before me, a Notary Public of Pennsylvania, personally appeared  Tom Provenzano, who, I am satisfied, is  Vice President of The Bank of New York Mellon, one of the corporations named in the foregoing deed or instrument, and I having first made known to him the contents thereof, he acknowledged that he had signed the same as such officer for and on behalf of such corporation, that the same was made by such corporation as its voluntary act and deed, and sealed with its corporate seal, by virtue of authority of its board of directors.  All of which is hereby certified.





	 	 	 
	
 

	/s/ Patrick S. Smith	 
	 	Notary Public of Pennsylvania	 
	 	 	 
	 	My Commission Expires:	 





 




  





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SCHEDULE 1


 


The Twenty-Fourth Supplemental Indenture was recorded as follows:





	
County

	 	
Date of Recordation

	 	
Book

	 	
Page


	  	 	  	 	  	 	  
	
New Jersey:

	 	  	 	  	 	  
	  	 	  	 	  	 	  
	
Atlantic

	 	
9/30/05

	 	
12151

	 	
1189


	  	 	  	 	  	 	  
	
Burlington

	 	
9/30/05

	 	
10589

	 	
541


	  	 	  	 	  	 	  
	
Camden

	 	
9/30/05

	 	
7962

	 	
1984


	  	 	  	 	  	 	  
	
Cape May

	 	
9/30/05

	 	
4219

	 	
429


	  	 	  	 	  	 	  
	
Cumberland

	 	
9/30/05

	 	
3762

	 	
237


	  	 	  	 	  	 	  
	
Gloucester

	 	
9/30/05

	 	
9053

	 	
221


	  	 	  	 	  	 	  
	
Salem

	 	
9/30/05

	 	
1942

	 	
240









 




  





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EXHIBIT A


 



	
County

	 	
Municipality

	 	
Map Location

	 	
Street Location


	
Gloucester

	 	
Glassboro

	 	
Block 43, Lot 1

	 	
142 S. Main Street, Glassboro, NJ 08028


	
Cape May

	 	
Ocean City

	 	
Block 4505, Lot 3

	 	
4504-18 Haven Avenue, Ocean City, NJ 08226


	
Gloucester

	 	
Glassboro

	 	
Block 62, Lot 1

	 	
103 Union Street, Glassboro, NJ 08028


	
Cape May

	 	
Ocean City

	 	
Block 4505, Lot 2

	 	
4501-15 Simpson Avenue, Ocean City NJ 08226


	
Cumberland

	 	
Millville City

	 	
Block 259, Lot 3

	 	
1211 2nd Street, Millville City, NJ


	
Gloucester

	 	
Elk Township

	 	
Block 67, Lot 31

	 	
1084 Whig Lane Road, Elk Township, NJ


	
Atlantic

	 	
Egg Harbor Township & Hamilton Township

	 	
Block 2903, Lot 1 (Egg Harbor Township) and Block 1301, Lot 2 (Hamilton Township)

	 	
215 Cates Road, Egg Harbor Township, NJ


	
Atlantic

	 	
Atlantic City

	 	
Block 387, Lot 1

	 	
304 Turnpike Road, Atlantic City, NJ


	
Camden

	 	
Winslow Township

	 	
Block 4706, Lot 2

	 	
305 Center Avenue, Winslow Township, NJ


	
Cape May

	 	
Middle Township

	 	
Block 13.02, Lot 22

	 	
1708 Route 9 North, Middle Township, NJ


	
Atlantic

	 	
Pleasantville

	 	
Block 132, Lot 6

	 	
122-126 N. Franklin Boulevard, Pleasantville, NJ


	
Atlantic

	 	
Folsom Borough

	 	
Block 502, Lot 2

	 	
1608 12th Street, Folsom Borough, NJ


	
Atlantic

	 	
Pleasantville

	 	
Block 130, Lot 5

	 	
111 N. Franklin Boulevard, Pleasantville, NJ







 




  





  











  






 


EXHIBIT B


 


Original Indenture and First through Thirteen Supplemental Indentures


 



	
1.

	
Indenture of Mortgage dated October 1, 1947 between South Jersey Gas Company and Guarantee Bank and Trust Company.







 



	
2.

	
First Supplemental Indenture dated October 1, 1952 between South Jersey Gas Company and Guarantee Bank and Trust Company.







 



	
3.

	
Second Supplemental Indenture dated February 1, 1961 between South Jersey Gas Company and Guarantee Bank and Trust Company.







 



	
4.

	
Third Supplemental Indenture dated July 1, 1963 between South Jersey Gas Company and Guarantee Bank and Trust Company.







 



	
5.

	
Fourth Supplemental Indenture dated August 1, 1966 between South Jersey Gas Company and Guarantee Bank and Trust Company.







 



	
6.

	
Fifth Supplemental Indenture dated September 1, 1968 between South Jersey Gas Company and Guarantee Bank and Trust Company.







 



	
7.

	
Sixth Supplemental Indenture dated July 1, 1969 between South Jersey Gas Company and Guarantee Bank and Trust Company.







 



	
8.

	
Seventh Supplemental Indenture dated July 1, 1971 between South Jersey Gas Company and Guarantee Bank.







 



	
9.

	
Eighth Supplemental Indenture dated June 1, 1973 between South Jersey Gas Company and Guarantee Bank.







 



	
10.

	
Ninth Supplemental Indenture dated July 1, 1974 between South Jersey Gas Company and Guarantee Bank.







 



	
11.

	
Tenth Supplemental Indenture dated November 10, 1976 between South Jersey Gas Company and Guarantee Bank.







 



	
12.

	
Eleventh Supplemental Indenture dated December 1, 1979 between South Jersey Gas Company and Guarantee Bank.







 



	
13.

	
Twelfth Supplemental Indenture dated June 1, 1980 between South Jersey Gas Company and Guarantee Bank.







 



	
14.

	
Thirteenth Supplemental Indenture dated August 1, 1981 between South Jersey Gas Company and Guarantee Bank.







 




  





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Exhibit C







Amendment to Twenty-Fourth Supplement Indenture


 


10