Amendment No. 1 to the Distribution Agreement, dated March 2, 2021, among PSE&G and the agents named therein relating to the Secured Medium-Term Notes, Series N
Exhibit 1-2(b)
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
Secured Medium-Term Notes, Series N
Due From 1 Year to 30 Years from Date of Issue
AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT
March 2, 2021
BARCLAYS CAPITAL INC. 745 Seventh Avenue New York, New York 10019 | MIZUHO SECURITIES USA LLC New York, New York 10020 | |
BNP PARIBAS SECURITIES CORP. New York, New York 10019 | MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036 | |
BNY MELLON CAPITAL MARKETS, LLC 240 Greenwich Street, 3rd Floor New York, NY 10286 | MUFG SECURITIES AMERICAS INC. 1221 Avenue of the Americas, 6th Floor New York, New York 10020 | |
BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 | PNC CAPITAL MARKETS LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222 | |
CIBC WORLD MARKETS CORP. 300 Madison Avenue, 5th Floor New York, New York 10017 | RBC CAPITAL MARKETS, LLC 200 Vesey Street, 8th Floor New York, New York 10281 | |
CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 | SCOTIA CAPITAL (USA) INC. 250 Vesey Street New York, New York 10281 | |
CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010 | TD SECURITIES (USA) LLC 1 Vanderbilt Avenue, 12th Floor New York, New York 10017 | |
GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282 | U.S. BANCORP INVESTMENTS, INC. 214 N. Tryon Street, 26th Floor Charlotte, North Carolina 28202 | |
J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 | WELLS FARGO SECURITIES, LLC 550 South Tryon Street Charlotte, North Carolina 28202 |
Ladies and Gentlemen:
Reference is made to the Distribution Agreement, dated January 7, 2020 (the Distribution Agreement), by and among Public Service Electric and Gas Company, a New Jersey corporation (the Company), and Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC (each, an Agent and collectively, the Agents and, together with the Company, the Parties).
WHEREAS, on November 20, 2020, the Company filed with the Securities and Exchange Commission (the SEC) an automatic shelf registration statement as defined under Rule 405 under the Securities Act of 1933, as amended (the 1933 Act), on Form S-3 (File No. 333-250829) (the New Registration Statement), in respect of certain of the Companys securities, in anticipation of the expiration of the Companys automatic shelf registration statement on Form S-3 (File No. 333-221639) (the Expiring Registration Statement); and
WHEREAS, the Parties wish to amend the Distribution Agreement through this Amendment No. 1 (this Amendment) to (i) reference the New Registration Statement in lieu of the Expiring Registration Statement and (ii) update the notice information for the identified Agents, as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the amendment set forth below, with effect on and after March 2, 2021 (the Effective Date).
Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Distribution Agreement.
1. Registration Statement File Number. On and after the Effective Date, the first sentence of the third paragraph of the Distribution Agreement is hereby amended so that the reference to the file number of the automatic shelf registration statement on Form S-3 filed by the Company with the SEC shall be File No. 333-250829.
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2. Amendment to Section 13. On and after the Effective Date, the notice information for the Agents identified below is hereby revised as follows:
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Attention: Debt Capital Markets
Telecopy: (212) 205-7812
TD Securities (USA) LLC
1 Vanderbilt Avenue, 12th Floor
New York, New York 10017
Attention: Transaction Management Group
Email: ***@***
3. Effectiveness. This Amendment shall become effective as of the Effective Date. Except as specifically amended by this Amendment, the Distribution Agreement shall remain in full force and effect and is hereby ratified and confirmed.
4. Counterparts. This Amendment may be executed in any number of counterparts and by the different Parties in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
5. Governing Law. This Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed in such State.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment along with all counterparts will become a binding agreement between the Agents and the Company in accordance with its terms.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY | ||
By: | /s/ Bradford D. Huntington | |
Name: | Bradford D. Huntington | |
Title: | Vice President and Treasurer |
ACCEPTED:
BARCLAYS CAPITAL INC. | ||
By: | /s/ Lindsey VanEgmond | |
Name: | Lindsey VanEgmond | |
Title: | Managing Director | |
BNP PARIBAS SECURITIES CORP. | ||
By: | /s/ Pasquale A. Perraglia | |
Name: | Pasquale A. Perraglia IV | |
Title: | Director | |
BNY MELLON CAPITAL MARKETS, LLC | ||
By: | /s/ Dan Klinger | |
Name: | Dan Klinger | |
Title: | Managing Director |
BOFA SECURITIES, INC. | ||
By: | /s/ Patrick Boultinghouse | |
Name: | Patrick Boultinghouse | |
Title: | Managing Director | |
CIBC WORLD MARKETS CORP. | ||
By: | /s/ Michael Kim | |
Name: | Michael Kim | |
Title: | Managing Director | |
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Brian D. Bednarski | |
Name: | Brian D. Bednarski | |
Title: | Managing Director | |
CREDIT SUISSE SECURITIES (USA) LLC | ||
By: | /s/ Ted Michaels | |
Name: | Ted Michaels | |
Title: | Managing Director | |
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Sam Chaffin | |
Name: | Sam Chaffin | |
Title: | Vice President | |
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Som Bhattacharya | |
Name: | Som Bhattacharya | |
Title: | Executive Director |
MIZUHO SECURITIES USA LLC | ||
By: | /s/ John McCabe | |
Name: | John McCabe | |
Title: | Managing Director | |
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Yurij Slyz | |
Name: | Yurij Slyz | |
Title: | Executive Director | |
MUFG SECURITIES AMERICAS INC. | ||
By: | /s/ Richard Testa | |
Name: | Richard Testa | |
Title: | Managing Director | |
PNC CAPITAL MARKETS LLC | ||
By: | /s/ Valerie Shadeck | |
Name: | Valerie Shadeck | |
Title: | Director | |
RBC CAPITAL MARKETS, LLC | ||
By: | /s/ Scott G. Primrose | |
Name: | Scott G. Primrose | |
Title: | Authorized Signatory | |
SCOTIA CAPITAL (USA) INC. | ||
By: | /s/ Elsa Wang | |
Name: | Elsa Wang | |
Title: | Managing Director |
TD SECURITIES (USA) LLC | ||
By: | /s/ Luiz Lanfredi | |
Name: | Luiz Lanfredi | |
Title: | Director | |
U.S. BANCORP INVESTMENTS, INC. | ||
By: | /s/ Vanessa L. Clark | |
Name: | Vanessa L. Clark | |
Title: | Vice President | |
WELLS FARGO SECURITIES, LLC | ||
By: | /s/ Carolyn Hurley | |
Name: | Carolyn Hurley | |
Title: | Director |