-----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, XNHQzrZvkWDrxh71SWm6ndeyD5bKeWfKw+HhyrG7xWwd4RN8LkTHEMWDZEOj1HZC 3urDZfYPCT3zO4HX1d9sJg== 0000091882-95-000002.txt : 19950609 0000091882-95-000002.hdr.sgml : 19950609 ACCESSION NUMBER: 0000091882-95-000002 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19950306 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH CAROLINA ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000091882 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570248695 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57955 FILM NUMBER: 95518633 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8037483000 MAIL ADDRESS: STREET 1: MAIL CODE 073 CITY: COLUMBIA STATE: SC ZIP: 29218 S-3 1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 SOUTH CAROLINA ELECTRIC & GAS COMPANY (Exact name of registrant as specified in its charter) South Carolina 57-0248695 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1426 Main Street Columbia, South Carolina 29201 (803) 748-3000 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) A. H. Gibbes Senior Vice President and General Counsel SCANA Corporation 1426 Main Street Columbia, South Carolina 29201 (803) 748-3101 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: John W. Currie, Esq. Robert G. Schuur, Esq. McNair & Sanford, P. A. Reid & Priest LLP 1301 Gervais Street - 17th Floor 40 West 57th Street Columbia, SC 29201 New York, NY 10019 (803) 799-9800 (212) 603-2000 Approximate date of commencement of proposed sale to the public: After the effective date of the Registration Statement, as determined by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ( ) 1 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. (X) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of each maximum maximum class of Amount offering aggregate Amount of securities to to be price offering registration be registered registered per unit* price* fee First Mortgage Bonds $200,000,000 100% $200,000,000 $68,966 * Determined solely for the purpose of calculating the registration fee. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 2 PROSPECTUS $200,000,000 SOUTH CAROLINA ELECTRIC & GAS COMPANY First Mortgage Bonds South Carolina Electric & Gas Company (the "Company") may offer and sell, from time to time or at one time, up to $200,000,000 aggregate principal amount of its First Mortgage Bonds (the "New Bonds"). The New Bonds may be offered as one or more series, to be determined at the time of offering. Each series of the New Bonds will be offered on terms to be determined by market conditions at the time of offering. The aggregate principal amount, maturity, interest rate (or method of calculating such rate), interest accrual date, interest payment dates and related record dates, optional redemption and sinking fund provisions, if any, authorized denominations, applicability of provisions for book-entry transfers and payments, if any, offering price, proceeds to the Company and other particular terms of each series of the New Bonds and of their offering will be set forth in an accompanying Prospectus Supplement or a supplement thereto with respect to such series (collectively the "Prospectus Supplement"). THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The New Bonds may be sold directly or through agents, underwriters or dealers designated from time to time. See "Plan of Distribution." If any agents of the Company or any underwriters are involved in the sale of the New Bonds in respect of which this Prospectus is being delivered, the names of such agents or underwriters and any applicable discounts or commissions with respect to such New Bonds will also be set forth in the Prospectus Supplement. The date of this Prospectus is , 1995. 3 IN CONNECTION WITH THIS OFFERING, ANY UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION South Carolina Electric & Gas Company (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street NW, Washington, D. C. 20549, and at the Commission's Regional Offices at Seven World Trade Center, Suite 1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can also be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street NW, Washington, D. C. 20549, at prescribed rates. All of the Company's issued and outstanding Common Stock, $4.50 par value, is held, beneficially and of record, by SCANA Corporation ("SCANA"). The Company's 5% Series Cumulative Preferred Stock and SCANA's Common Stock, without par value, are listed on the New York Stock Exchange (the "NYSE"), and such reports, proxy material and other information concerning the Company and SCANA may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the year ended December 31, 1993 ("Form 10-K"), the Company's Quarterly Reports on Forms 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994, and the Company's Current Reports on Forms 8-K filed January 13, 1994 and July 15, 1994, filed with the Commission by the Company pursuant to the Exchange Act (File No. 1-3375), are incorporated herein by reference. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering or offerings hereunder shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from their respective date of filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents. Written or telephone requests for such copies should be directed to H. John Winn, III, Manager-Investor Relations and Shareholder Services, SCANA Corporation, Columbia, South Carolina 29218, telephone number (803) 748-3240. 4 THE COMPANY The Company, a wholly-owned subsidiary of SCANA, is a regulated utility engaged in the generation, transmission, distribution and sale of electricity and in the purchase and sale at retail of natural gas in South Carolina. The Company also renders urban bus service in the metropolitan areas of Columbia and Charleston, South Carolina. The Company's electric service area covers over 15,000 square miles and extends into 24 counties in central, southern and southwestern portions of South Carolina. The service area for natural gas encompasses all or part of 29 counties of the 46 counties in South Carolina. The total population of the Company's combined electric and gas service area is approximately 2.3 million. The Company is a South Carolina corporation organized in 1924 and has its principal executive offices at 1426 Main Street, Columbia, South Carolina 29201, telephone number (803) 748-3000. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the Company's historical ratio of earnings to fixed charges for each of the periods presented: Years Ended December 31, 1994 1993 1992 1991 1990 3.46 3.57 2.73 3.32 3.33 For purposes of this ratio, earnings represent net income plus income taxes and fixed charges. Fixed charges represent interest charges and the estimated interest portion of annual rentals. USE OF PROCEEDS The net proceeds from the sale of the New Bonds may be used for general corporate purposes, including the financing of the Company's construction program and the reduction of short-term indebtedness incurred for such purposes and to refinance senior securities. DESCRIPTION OF THE NEW BONDS General The New Bonds will be issued in one or more series as fully registered bonds under an Indenture, dated as of April 1, 1993, between the Company and NationsBank of Georgia, National Association, as trustee (the "Trustee"), as it may be supplemented by one or more supplemental indentures relating to the New Bonds (the "Mortgage"). The New Bonds and all other debt securities hereafter issued under the Mortgage are collectively referred to herein as the "Bonds." The summaries under this heading do not purport to be complete and are subject to the detailed provisions of the Mortgage, a copy of which is included as an exhibit to the Registration Statement of which this Prospectus is a part. Capitalized terms used under this heading which are not otherwise defined in this Prospectus have the meanings ascribed thereto in the Mortgage. Whenever particular provisions of the Mortgage or terms defined therein are referred to, such statements are qualified in their entirety by such reference. References to article and section numbers herein, unless otherwise indicated, are references to article and section numbers of the Mortgage. 5 Reference is made to the Prospectus Supplement for a description (if different from those set forth hereinafter under the captions "Payment of Bonds; Transfers; Exchanges" and "Redemption") of the following terms of the series of New Bonds in respect of which this Prospectus is being delivered: (i) the title of such Bonds; (ii) the limit, if any, upon the aggregate principal amount of such Bonds; (iii) the date or dates on which the principal of such Bonds will be payable; (iv) the rate or rates at which such Bonds will bear interest, if any (or the method or methods of calculating such rate or rates); the date or dates from which such interest will accrue; the dates on which such interest will be payable ("Interest Payment Dates"); the record dates for the interest payable on such Interest Payment Dates; (v) the option, if any, of the Company to redeem such Bonds and terms and conditions upon which such Bonds may be redeemed; (vi) the obligation, if any, of the Company to redeem or purchase such Bonds pursuant to any sinking fund or analogous provisions or at the option of the Holder (hereinafter defined) and the terms and conditions upon which such Bonds will be redeemed or purchased pursuant to such obligation; (vii) the denominations in which such Bonds will be issuable; (viii) whether such Bonds are to be subject in whole or in part to a book- entry system of transfers and payments; and (ix) any other particular terms of such Bonds and of their offering. Payment of Bonds; Transfers; Exchanges With respect to Book-Entry Bonds, as hereinafter defined, representing beneficial interests in the New Bonds, reference is made to "Book-Entry System" for a description of the rights of the owners of such beneficial interests. Except as may be provided in the Prospectus Supplement, interest, if any, on each New Bond payable on each Interest Payment Date will be paid to the person in whose name such New Bond shall be registered (the registered holder of any Bond being hereinafter called a "Holder") as of the close of business on the record date relating to such Interest Payment Date; provided, however, that interest payable at maturity (whether at stated maturity, upon redemption or otherwise, hereinafter "Maturity") will be paid to the person to whom principal is paid. (Section 207) Principal of, and premium, if any, and interest on, the New Bonds will be payable at the office or agency of the Company in Atlanta, Georgia (currently, the Trustee). The Prospectus Supplement identifies any other Place of Payment and any other Paying Agent. The Company may change the place at which the New Bonds will be payable, may appoint one or more additional Paying Agents (including the Company) and may remove any Paying Agent, all at its discretion. (Section 702) Transfer of the New Bonds may be registered, and New Bonds may be exchanged for other New Bonds of the same series, of authorized denominations (which, unless otherwise stated in the Prospectus Supplement, will be $1,000 and any integral multiple thereof) and of like tenor and aggregate principal amount, at the office or agency of the Company in Atlanta, Georgia (currently, the Trustee). The Company may change the place for registration of transfer of the New Bonds, may appoint one or more additional Security Registrars (including the Company) and may remove any Security Registrar, all at its discretion. The Prospectus Supplement identifies any additional place for registration of transfer and any additional Security Registrar. Except as otherwise provided in the Prospectus Supplement, no service charge will be made for any transfer or exchange of the New Bonds, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the New Bonds. (Sections 202 and 205) 6 Redemption Any terms for the optional or mandatory redemption of the New Bonds are set forth in the Prospectus Supplement. Except as shall otherwise be provided therein, the New Bonds will be redeemable only upon notice by mail not less than 30 days prior to the date fixed for redemption, and, if less than all the New Bonds of a series are to be redeemed, the particular New Bonds to be redeemed will be selected by such method as shall be provided for any particular series, or in the absence of any such provision, by such method as the Security Registrar deems fair and appropriate. (Sections 903 and 904) Any notice of redemption, at the option of the Company, may state that such redemption shall be conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, upon such redemption and that, if such money has not been so received, such notice will be of no force and effect and the Company will not be required to make such redemption. (Section 904) Security General. The New Bonds, equally and ratably with all other Bonds issued under the Mortgage, will be secured by (i) a like principal amount of non- interest bearing first mortgage bonds (the "Class A Bonds") issued under the Company's Indenture, dated as of January 1, 1945 (the "Class A Mortgage") to Chemical Bank, successor to Central Hanover Bank and Trust Company, as trustee (the "Class A Trustee"), and delivered to the Trustee under the Mortgage, and (ii) the lien of the Mortgage on the Mortgaged Property (hereinafter defined), which lien is junior to the lien of the Class A Mortgage. As discussed under "The Class A Mortgage--Security," the Class A Mortgage constitutes, subject to certain exceptions, a first mortgage lien on substantially all of the public utility properties of the Company. Following a merger or consolidation of another corporation into the Company, the Company may, provided certain conditions set forth in the Mortgage are satisfied, deliver to the Trustee bonds issued under an existing mortgage on the properties of such other corporation in lieu of or in addition to Class A Bonds. In such event, the Bonds would be secured, additionally, by such bonds (which would become Class A Bonds) and by the lien of the Mortgage on the properties of such other corporation, subject to such existing mortgage, which lien would be junior to the liens of such existing mortgage (which would become a Class A Mortgage) and the Class A Mortgage. (Section 1206) When no Class A Bonds are outstanding under a Class A Mortgage except for Class A Bonds held by the Trustee, then, at the request of the Company and subject to the satisfaction of certain conditions, the Trustee will surrender such Class A Bonds for cancellation and the related Class A Mortgage will be satisfied and discharged. In such event, the lien of such Class A Mortgage on the Company's property will cease to exist and the Mortgage will constitute, subject to certain exceptions, a first mortgage lien on the Mortgaged Property. (Section 1207) Class A Bonds. The Class A Bonds will be registered in the name of the Trustee and will be owned and held, subject to the provisions of the Mortgage, for the benefit of the Holders of all of the Bonds Outstanding from time to time. The Company will have no interest in the Class A Bonds designated as the basis for authentication and delivery of Bonds. (Section 1201) 7 The Trustee may not sell, assign or otherwise transfer any Class A Bonds which have been designated as the basis for the authentication and delivery of Bonds, except to a successor trustee. At the time any Bonds which have been authenticated and delivered upon the basis of Class A Bonds shall cease to be Outstanding, the Company may request the Trustee to surrender for cancellation an equal principal amount of such Class A Bonds. (Sections 1203 and 1204) Lien of the Mortgage. The properties subject to the lien of the Mortgage (the "Mortgaged Property") are substantially all of the properties of the Company used in the generation, purchase, transmission, distribution and sale of electric energy, together with any other property which the Company may hereafter elect to subject to such lien. The Mortgaged Property is also subject to the prior first mortgage lien of the Class A Mortgage. Until such time as the Class A Mortgage shall have been discharged, the New Bonds will have the benefit of the lien of the Class A Mortgage on such Mortgaged Property, to the extent of the aggregate principal amount of Class A Bonds designated as the basis for the authentication and delivery of Bonds held by the Trustee. (Granting Clauses and Article Twelve) The lien of the Mortgage is also subject to liens on after-acquired property existing at the time of acquisition and to Permitted Liens, which include tax liens, mechanics', materialmen's and similar liens and certain employees' liens, in each case, which are not delinquent and which are being contested, certain judgment liens, easements, reservations and rights of others (including governmental entities) in, and defects of title to, the Mortgaged Property which do not materially impair its use by the Company, certain leases and certain other liens and encumbrances. (Granting Clauses and Section 101) There are excepted from the lien of the Mortgage, among other things, cash and securities not held under the Mortgage; contracts, leases and other agreements, bills, notes and other instruments, receivables, claims, certain intellectual property rights and other general intangibles; automotive and similar vehicles, movable equipment, and railroad, marine and flight equipment; all goods, stock in trade, wares and merchandise held for sale in the ordinary course of business; fuel (including nuclear fuel assemblies), materials, supplies and other personal property consumable in the operation of the Company's business; portable equipment; furniture and furnishings; computers, machinery and equipment used exclusively for corporate administrative or clerical purposes; electric energy, gas and other products generated, produced or purchased; substances mined, extracted or otherwise separated from the land and all rights thereto, leasehold interests; and, with certain exceptions, all property which is located outside of the State of South Carolina or Columbia County, Georgia. (Granting Clauses) The Mortgage contains provisions subjecting (with certain exceptions and limitations and subject to the prior lien of the Class A Mortgage) after- acquired electric utility property to the lien thereof. (Granting Clauses) The Mortgage provides that the Trustee will have a lien, prior to the lien on behalf of the holders of the Bonds, upon the Mortgaged Property, for the payment of its compensation and expenses. (Section 1607) 8 Issuance of Bonds The maximum principal amount of Bonds which may be issued under the Mortgage is unlimited. (Section 201) Bonds of any series may be issued from time to time on the basis of, and in an aggregate principal amount not exceeding: (i) the aggregate principal amount of Class A Bonds issued and delivered to the Trustee and designated by the Company as the basis for such issuance; (ii) 70% of the amount of Unfunded Net Property Additions (generally, Property Additions (net of retirements) which are not subject to the lien of the Class A Mortgage and which have not been made or deemed to have been made the basis of the authentication and delivery of Bonds or used for other purposes under the Mortgage); (iii) the aggregate principal amount of retired Bonds; and (iv) cash deposited with the Trustee. (Sections 101 and 302 and Articles Four, Five and Six) Property Additions, generally, include any Mortgaged Property which the Company may elect to designate as such, except (with certain exceptions) goodwill, going concern value rights, intangible property or any property the cost of acquisition or construction of which is properly chargeable to an operating expense account of the Company. (Section 104) Since the Mortgaged Property is subject to the lien of the Class A Mortgage, the Company will issue the New Bonds on the basis of Class A Bonds and the amount of Bonds it may issue on such basis will be limited by the amount of Class A Bonds which may be issued under the Class A Mortgage. See "The Class A Mortgage - Issuance of Additional Bonds." With certain exceptions in the case of Bonds issued pursuant to (i) and (iii) above, the issuance of Bonds is subject to Adjusted Net Earnings of the Company for 12 consecutive months within the preceding 18 months being at least twice the Annual Interest Requirements on all Bonds at the time outstanding, the Bonds then applied for and all outstanding Class A Bonds other than Class A Bonds held by the Trustee under the Mortgage. (Sections 103, 301, 302 and 501) Release of Property Property may be released from the lien of the Mortgage either upon the basis of an equal amount of Unfunded Net Property Additions or upon the basis of the deposit of cash or a credit for Retired Securities and certain other obligations. Property may also be released upon the basis of its release under the Class A Mortgage. (Article Ten) Withdrawal of Cash Cash deposited as the basis for the issuance of Bonds and cash representing payments in respect of Class A Bonds designated as the basis for the issuance of Bonds may be withdrawn upon the basis of (i) Unfunded Net Property Additions in an amount equal to ten-sevenths of such cash, (ii) an equal amount of Retired Securities or (iii) an equal amount of Class A Bonds not then designated as the basis for the issuance of Bonds or the withdrawal of cash. (Sections 601 and 1202) Any other cash may (i) be withdrawn or (b) upon the basis of (a) an equal amount of Unfunded Net Property Additions, or (b) ten-sevenths of the amount of Retired Securities, or (ii) be applied to (a) the purchase of Bonds (at prices not exceeding ten-sevenths of the principal amount thereof) or (b) the redemption or payment at Stated Maturity of Bonds. (Sections 601 and 1005) 9 Modification of Mortgage Except for modifications which will not have a material adverse effect upon the interests of the Holders of the Bonds, the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds (or if only certain series would be affected, the Outstanding Bonds of such series) is required for the purpose of amending the Mortgage; provided, however, that no such amendment may, without the consent of the Holder of each Outstanding Bond directly affected thereby, (i) change the Stated Maturity of the principal of or interest on such Bond, or reduce the principal amount thereof or the rate of interest thereon, or (ii) permit the creation of a lien prior to the lien of the Mortgage on substantially all of the Mortgaged Property or otherwise deprive such Holders of the security of the lien of the Mortgage. (Section 1702) Events of Default Each of the following events constitutes an Event of Default under the Mortgage: (i) failure to make payments of principal or premium within three days, or interest within 60 days, after the same shall become due and payable; (ii) failure to perform or breach of any other covenant or warranty for a period of 90 days after notice; (iii) certain events involving insolvency, receivership and bankruptcy; and (iv) the occurrence of a default under any Class A Mortgage. (Section 1101) If an Event of Default should occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Bonds then Outstanding may declare the principal amount of all of the Outstanding Bonds to be immediately due and payable. At any time after such declaration of maturity, but before the sale of any of the Mortgaged Property and before a judgment or decree for payment of money shall have been obtained by the Trustee, the Event of Default giving rise to such declaration of acceleration will be deemed to have been waived, and such declaration and its consequences will be deemed to have been rescinded and annulled, if the Company shall have cured such Event of Default. (Sections 1102 and 1117) The Holders of a majority in principal amount of the Outstanding Bonds may direct the time, method and place of conducting any proceeding for the enforcement of the Mortgage available to the Trustee or exercising any trust or power conferred on the Trustee. No Holder of any Bond shall have any right to institute any proceeding with respect to the Mortgage, or for the appointment of a receiver or for any other remedy thereunder, unless (i) such Holder shall previously have given to the Trustee written notice of an Event of Default, (ii) the Holders of not less than a majority in principal amount of Outstanding Bonds shall have tendered to the Trustee reasonable indemnity against costs and liabilities and requested that the Trustee take action, (iii) the Trustee shall have declined to take action and (iv) no inconsistent direction shall have been given by the Holders of a majority in principal amount of Outstanding Bonds; provided, however, that each Holder of a Bond shall have the right to enforce payment of such Bond when due. (Sections 1111, 1112 and 1116) In addition to the rights and remedies provided in the Mortgage, the Trustee may exercise any right or remedy available to the Trustee in its capacity as the owner and holder of Class A Bonds which arises as a result of a default under the Class A Mortgage. (Section 1119) Evidence of Compliance The Trust Indenture Act requires that the Company give the Trustee, not less often than annually, a brief statement as to the Company's compliance with the conditions and covenants under the Mortgage. (Article Eight) 10 Relationship with the Trustee The Trustee is a subsidiary of NationsBank Corporation, a multistate bank holding company. Several banking subsidiaries of the holding company have at various times, pursuant to lines of credit, made loans to the Company in the ordinary course of business. Such subsidiaries and investment banking subsidiaries of the holding company have also rendered various types of services to the Company, including serving as trustee under the decommissioning trust for the Company's nuclear generating station. Hugh M. Chapman, a director of the Company and its parent, SCANA Corporation, is Chairman and an executive officer of the Trustee, an affiliate of NationsBank Corporation. The Class A Mortgage General. The summaries under this heading do not purport to be complete and are subject to the detailed provisions of the Class A Mortgage, a copy of which is included as an exhibit to the Registration Statement of which this Prospectus is a part. Capitalized terms used under this heading which are not otherwise defined in this Prospectus shall have the meanings ascribed thereto in the Class A Mortgage. Whenever particular provisions of the Class A Mortgage or terms defined therein are referred to in this section, such provisions or definitions are qualified in their entirety by such reference. References to article and section numbers herein, unless otherwise indicated, are references to article and section numbers of the Class A Mortgage. Security. The Class A Bonds will be secured, equally and ratably with all other bonds heretofore or hereafter issued under the Class A Mortgage, by a direct lien (which is a first lien except as set forth below) on substantially all of the Company's fixed property and franchises used or useful in its public utility businesses (except cash, securities, contracts and accounts receivable, materials and supplies, natural gas, oil, certain minerals and mineral rights and certain other assets) now owned by the Company; subject, however (i) to excepted encumbrances and (ii) to the fact that titles to certain properties are subject to reservations and encumbrances such as are customarily encountered in the public utility business and which do not materially interfere with their use. The Class A Mortgage contains provisions for the subjection (with certain exceptions and limitations) of after-acquired property of the Company to the lien thereof. (Granting Clauses) The Class A Mortgage prohibits the acquisition by the Company of property subject to prior liens if, following such acquisition, prior lien bonds would exceed 15% of the aggregate of outstanding bonds unless the principal amount of indebtedness secured by such prior liens does not exceed 60% of the cost of such property to the Company and unless, in certain cases, the net earnings of such property meet certain tests. (Section 7.05) The Class A Trustee has a lien, prior to the lien on behalf of the holders of bonds, upon the property subject to the lien thereof for payment of its reasonable compensation and expenses and for indemnification against certain liabilities. (Section 16.10) Issuance of Additional Bonds. The principal amount of bonds which may be secured by the Class A Mortgage is limited to $1,500,000,000, but such limitation may be increased by a supplemental indenture or indentures without the consent of bondholders or stockholders. (Section 2.01 and Forty-ninth Supplemental Section 1.04) Additional bonds may from time to time be issued on the basis of (i) 60% of unfunded net property additions, (ii) deposit of cash or (iii) retirement of bonds. With certain exceptions in the case of (iii) above, the issuance of bonds is subject to the limit that net earnings for 12 consecutive months out of the preceding 15 months be at least twice the annual interest requirements on all bonds to be outstanding and all prior lien bonds. Cash deposited with the Class A Trustee pursuant to (ii) above may be withdrawn in an amount equal to the principal amount of bonds which the 11 Company is then entitled to have authenticated and delivered or may be applied to the purchase or redemption of bonds. (Section 1.03 and Articles IV, V and VI) At December 31, 1994 unfunded net property additions were approximately $499.8 million, sufficient to permit the issuance of approximately $299.9 million principal amount of bonds under the Class A Mortgage. No retirement credits were available at December 31, 1994. The Class A Bonds which are to be the basis of the issuance of Bonds will be issued on the basis of unfunded net property additions. Sinking Fund. The Company shall, on or before June 1 in each year, deposit with the Class A Trustee as a "sinking fund requirement" an amount equal to 1% of the aggregate principal amount of bonds (other than bonds authenticated on the basis of retirements of other bonds and certain retired bonds). Payment of the sinking fund requirement may be made in cash or bonds. After the holders of all outstanding bonds of all series created prior to the 1997 Series bonds shall have consented thereto, or all such bonds shall have been retired, the sinking fund requirement may also be satisfied by certifying to the Class A Trustee unfunded net property additions in an amount equal to 166 2/3% of the portion of the sinking fund requirement being satisfied. Any cash deposited may be applied to the purchase or redemption of bonds of any series or may be withdrawn by the Company against deposit of bonds. (Section 2.12, Second Supplemental Section 2, Third through Fifth, Seventh through Eleventh, Thirteenth through Fifty-second Supplementals, Section 1.03 and Sixth and Twelfth Supplementals Section 2.03) Maintenance and Replacement Fund. The Company is required either (i) to make expenditures on the mortgaged property for maintenance, renewals and replacements, (ii) to certify to the Class A Trustee unfunded net property additions or (iii) to deposit cash or bonds in amounts equal to the greater of (a) 15% of "gross operating revenues derived by the Company" during such period "from the mortgaged and pledged property" (other than certain property) after deducting from such revenues the cost of electric energy, gas and steam purchased for resale or (b) 4% of the principal amount of bonds outstanding, computed cumulatively at the end of each year. To the extent that such expenditures at any time exceed the greater of (a) or (b) above, cash or bonds so deposited may be withdrawn and net property additions so certified may be made available for other purposes of the Class A Mortgage. Cash so deposited may be withdrawn as above described or against the certification of unfunded net property additions or the deposit of bonds and, if in excess of certain amounts and not so withdrawn within two years, shall, except in certain circumstances, be used for the redemption or purchase of bonds having the earliest date of maturity. (Sections 7.07 and 10.05) Events of Default; Concerning the Trustee. The following events constitute defaults under the Class A Mortgage: failure to make payments of principal and interest; failure to make any sinking fund or purchase fund payment; certain events involving insolvency, receivership and bankruptcy; and failure to perform certain covenants or agreements. Certain of such events become defaults only after the lapse of prescribed periods of time and/or notice from the Trustee. (Section 11.01) The Company is required by the Trust Indenture Act to furnish the Class A Trustee with periodic evidence as to the absence of defaults and as to compliance with the terms of the Class A Mortgage. The Class A Mortgage provides that, upon the occurrence of a default, the Class A Trustee or the holders of not less than 20% in principal amount of outstanding bonds may declare the principal of all outstanding bonds immediately due and payable but that, upon the curing of any such default, the holders of a majority in principal amount of outstanding bonds may rescind such declaration and waive such default and its consequences. (Section 11.05) 12 The holders of a majority in principal amount of outstanding bonds may direct the time, method and place of conducting any proceeding for the enforcement of the Class A Mortgage. (Section 11.12) No holder of any bond shall have any right to institute any proceeding with respect to the Class A Mortgage unless (i) such holder shall previously have given to the Class A Trustee written notice of a default, (ii) the holders of not less than 20% in principal amount of outstanding bonds shall have tendered to the Class A Trustee indemnity against costs and liabilities and requested the Class A Trustee to take action, (iii) the Class A Trustee shall have declined to take action and (iv) no inconsistent direction shall have been given by the holders of a majority in principal amount of outstanding bonds; provided, however, that each holder of a Bond shall have the right to enforce payment of such Bond when due. (Section 11.14) Miscellaneous. Property subject to the lien of the Class A Mortgage may (subject to certain exceptions and limitations contained therein) be released only upon the substitution of cash, divisional bonds, bonds authenticated under the Class A Mortgage or certain other property. (Article X) Section 2.01 of the Fifty-second Supplemental Indenture provides that, at the earlier of (i) such date as no bonds created prior to the bonds of the 10 1/2% Series due May 1, 1990 shall remain outstanding or (ii) such date as the holders of all then outstanding bonds created prior to such bonds of the 10 1/2% Series due May 1, 1990 shall have consented thereto, Article XVII of the Class A Mortgage shall be amended so as to permit amendments of the Class A Mortgage with the consent of the holders of 66 2/3% in principal amount of bonds then outstanding. No further consent from the holders of such 10 1/2% Series due May 1, 1990 or of any other series thereafter created will be required. Similar provisions are contained in Section 2.01 of the Twenty-third through Fifty-first Supplemental Indentures and are expected to be contained in all subsequent supplemental indentures. Amendment of the Class A Mortgage The Mortgage provides that, if the holders of the Class A Bonds should be requested to do so, the Trustee, as such a holder, will vote to amend the Class A Mortgage to conform certain of its provisions to those of the Mortgage, including (i) the elimination of the maintenance and replacement fund and the sinking fund and the utilization of unfunded net property additions previously applied in satisfaction thereof as a basis for the issuance of bonds; (ii) the issuance of bonds in a principal amount equal to 70% of unfunded net property additions instead of 60%; and (iii) the conformance of the interest coverage requirements for the issuance of bonds to those of the Mortgage. With respect to any other amendments to the Class A Mortgage, the Trustee will vote proportionately with what it reasonably believes will be the vote of the holders of all other Class A Bonds; provided, however, that the Trustee will not so vote in favor of any such other amendment which, if it were an amendment of the Mortgage, would require the consent of Holders of the Bonds as described under "Modification of Mortgage," without the prior consent of Holders of Bonds which would be required for such an amendment or modification of the Mortgage. (Article Twelve) BOOK-ENTRY SYSTEM If so provided in the Prospectus Supplement, except under the circumstances described below, the New Bonds will be issued as one or more global Bonds (each a "Global Bond"), each of which will represent beneficial interests in the New Bonds (each such beneficial interest in a Global Bond being called a "Book-Entry Bond"), and such Global Bonds will be deposited with, or on behalf of, The Depository Trust Company, New York, New York ("DTC"), or such other depository as may be subsequently designated (the "Depository") relating to such New Bonds, and registered in the name of a nominee of the Depository. 13 So long as the Depository, or its nominee, is the registered owner of a Global Bond, such Depository or such nominee, as the case may be, will be considered the owner of such Global Bond for all purposes under the Mortgage, including notices and voting. Payments of principal of, and premium, if any, and interest on, the Global Bond will be made to the Depository or its nominee, as the case may be, as the registered owner of such Global Bond. Except as set forth below, owners of beneficial interest in a Global Bond will not be entitled to have any individual New Bonds registered in their names, will not receive or be entitled to receive physical delivery of any New Bonds and will not be considered the owners of New Bonds under the Mortgage. Accordingly, each person holding a beneficial interest in a Global Bond must rely on the procedures of the Depository and, if such person is not a Direct Participant (hereinafter defined), on procedures of the Direct Participant through which such person holds its interest, to exercise any of the rights of the registered owners of the New Bonds. The following information concerning DTC and DTC's book-entry system has been obtained from sources that the Company believes to be reliable, but neither the Company nor any underwriter takes any responsibility for the accuracy thereof. DTC will act as securities depository for the Global Bonds. The Global Bonds will be issued as fully registered securities registered in the name of CEDE & Co. (DTC's partnership nominee). One fully-registered New Bond certificate will be issued for each issue of the New Bonds each in the aggregate principal amount of such issue and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $150 million, one certificate will be issued with respect to each $150 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations ("Direct Participants"). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Commission. Purchases of the New Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the New Bonds on DTC's records. The ownership interest of each actual purchaser of each New Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmations from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners entered into the transactions. Transfers of ownership interests in the New Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the New Bonds, except in the event that use of the book-entry system for the New Bonds is discontinued. 14 To facilitate subsequent transfers, all New Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, CEDE & Co. The deposit of New Bonds with DTC and their registration in the name of CEDE & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the New Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such New Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. If the New Bonds are redeemable prior to the maturity date, redemption notices shall be sent to CEDE & Co. If less than all of the New Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor CEDE & Co. will consent or vote with respect to the New Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as possible after the record date. The Omnibus Proxy assigns CEDE & Co.'s consenting or voting rights to those Direct Participants to whose accounts the New Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the New Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the date on which interest is payable in accordance with their respective holdings shown on DTC's records, unless DTC has reason to believe that it will not receive payment on such payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such Participant and not of DTC, the Trustee or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Company and the Trustee. Disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing services as securities depository with respect to the New Bonds at any time by giving reasonable notice to the Company and the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, New Bonds in certificated form are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, New Bonds in certificated form will be delivered. Neither the Company nor the Trustee will have any responsibility or obligation to the Depositary, any Participant in the book-entry system or any Beneficial Owner with respect to (i) the accuracy of any records maintained by the Depository or any participant; (ii) the payment by the Depository or any participant of any amount due to any Beneficial Owner in respect of the principal amount or purchase price or redemption price of, or interest on, any Note; (iii) the delivery of any notice by the Depository or any participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Notes; or (v) any other action taken by the Depository or any Participant. 15 PLAN OF DISTRIBUTION The Company may offer the New Bonds in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. Each Prospectus Supplement with respect to New Bonds will set forth the terms of the offering of the New Bonds covered thereby and the proceeds to the Company from the sale thereof, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are utilized, the New Bonds being sold to them will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The New Bonds may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to the New Bonds being offered will be named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. Any underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent, and that the underwriters will be obligated to purchase all of the New Bonds to which such underwriting agreement relates if any are purchased. The Company may agree to indemnify any underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended (the "Act"). The New Bonds may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the New Bonds in respect of which this Prospectus is being delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. EXPERTS The statements made under "Description of the New Bonds," as to matters of law and legal conclusions, have been prepared or reviewed by Asbury H. Gibbes, Esq., and such statements are made upon the authority of such counsel as an expert. Mr. Gibbes is a Senior Vice President and General Counsel and a full-time employee of SCANA Corporation. The consolidated financial statements and related financial statement schedules incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1993 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference and has been so incorporated in reliance upon the report of such firm, given upon their authority as experts in accounting and auditing. 16 VALIDITY OF THE NEW BONDS The validity of the New Bonds will be passed upon for the Company by McNair & Sanford, P.A., of Columbia, South Carolina and by Asbury H. Gibbes, Esq. of Columbia, South Carolina, and for any underwriters by Reid & Priest LLP, of New York, New York. Reid & Priest LLP will rely as to all matters of South Carolina law upon the opinion of Asbury H. Gibbes, Esq. Reid & Priest LLP, from time to time, renders legal services to the Company. At December 31, 1994, Asbury H. Gibbes, Esq., owned beneficially 4,399 shares of SCANA Corporation's Common Stock, including shares acquired by the trustee under its Stock Purchase-Savings Program by use of contributions made by Mr. Gibbes and earnings thereon and including shares purchased by such trustee by use of SCANA contributions and earnings thereon. 17 No dealer, salesman or other person has $200,000,000 been authorized to give any information or to make any representations, other than those contained in this Prospectus, in connection with the offer contained herein, SOUTH CAROLINA and, if given or made, such information ELECTRIC & GAS and representations must not be relied COMPANY upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create the implication that there has been no change in the affairs of the Company since the date hereof or that the information contained or incorporated by reference herein is correct as of any time subsequent to its date. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the New Bonds offered hereby in any State to any person to whom it is unlawful to make such offer First Mortgage Bonds in such State. Table of Contents Page Prospectus Available Information............... 4 Incorporation of Certain Documents by Reference............ 4 The Company......................... 5 Ratio of Earnings to Fixed Charges.. 5 Use of Proceeds..................... 5 Description of the New Bonds........ 5 Prospectus Book Entry System................... 13 Plan of Distribution................ 16 Experts............................. 16 Dated , 1995 Validity of the New Bonds........... 17 18 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Securities and Exchange Commission filing fee....... $ 68,966 Printing Registration Statement, Prospectus Exhibits and Miscellaneous........................ 21,000# Blue Sky and Legal fees............................. 131,000# Rating Agency fees.................................. 31,000# Trustee fees........................................ 21,000# Accounting services................................. 21,000# Miscellaneous....................................... 12,000# Total.............................................. $305,966# # Estimated Item 15. Indemnification of Directors and Officers The South Carolina Business Corporation Act of 1988 permits, and the Registrant's By-Laws require, indemnification of the Registrant's directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act. Under Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina Business Corporation Act of 1988, a South Carolina corporation is authorized generally to indemnify its directors and officers in civil or criminal actions if they acted in good faith and reasonably believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The Registrant's By-Laws require indemnification of directors and officers with respect to expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they are made parties by reason of having been a director or officer, except in relation to matters as to which they shall be adjudged to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. In addition, the Registrant carries insurance on behalf of directors, officers, employees or agents that may cover liabilities under the Securities Act. Item 16. Exhibits Exhibits required to be filed with this Registration Statement are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are hereby incorporated herein by reference and made a part hereof. Item 17. Undertakings The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 19 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, except for the assignment of a security rating pursuant to transactions requirement B-2 of Form S-3, which requirement the Registrant reasonably believes will be met by the time of sale, and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbia, State of South Carolina, on March 3, 1995. (REGISTRANT) South Carolina Electric & Gas Company By: s/B. D. Kenyon (Name & Title): B. D. Kenyon, President and Chief Operating Officer and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated. (i) Principal executive officer: By: s/L. M. Gressette, Jr. (Name & Title): L. M. Gressette, Jr., Chairman of the Board, Chief Executive Officer and Director Date: March 3, 1995 (ii) Principal financial officer: By: s/W. B. Timmerman (Name & Title): W. B. Timmerman, Executive Vice President, Chief Financial Officer and Director Date: March 3, 1995 (iii) Principal accounting officer: By: s/J. E. Addison (Name & Title) J. E. Addison, Vice President and Controller Date: March 3, 1995 (iv) Other Directors: * B. L. Amick; W. B. Bookhart, Jr.; H. M. Chapman; J. B. Edwards; E. T. Freeman; B. A. Hagood; W. H. Hipp; F. C. McMaster; Henry Ponder; J. B. Rhodes; E. C. Wall, Jr. * Signed on behalf of each of these persons: s/W. B. Timmerman W. B. Timmerman (Attorney-in-Fact) Director who did not sign: W. T. Cassels, Jr. 21 SOUTH CAROLINA ELECTRIC & GAS COMPANY EXHIBIT INDEX Sequentially Numbered Number Pages 1. Underwriting Agreement Form of Underwriting Agreement relating to the New Bonds (Filed herewith).......................................... 25 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession Not Applicable 4. Instruments Defining the Rights of Security Holders, Including Indentures A. Indenture dated as of January 1, 1945, from the South Carolina Power Company (the "Power Company") to Central Hanover Bank and Trust Company, as Trustee, as supplemented by three Supplemental Indentures dated respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Exhibit 2-B to Registration No. 2-26459).............. # B. Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit 4A, pursuant to which the Company assumed said Indenture (Exhibit 2-C to Registration No. 2-26459)..................,,.......... # C. Fifth through Fifty-first Supplemental Indentures to Indenture referred to in Exhibit 4A dated as of the dates indicated below and filed as exhibits to the Registration Statements and whose file numbers numbers are set forth below: December 1, 1950 Exhibit 2-D to Registration No. 2-26459 July 1, 1951 Exhibit 2-E to Registration No. 2-26459 June 1, 1953 Exhibit 2-F to Registration No. 2-26459 June 1, 1955 Exhibit 2-G to Registration No. 2-26459 November 1, 1957 Exhibit 2-H to Registration No. 2-26459 September 1, 1958 Exhibit 2-I to Registration No. 2-26459 September 1, 1960 Exhibit 2-J to Registration No. 2-26459 June 1, 1961 Exhibit 2-K to Registration No. 2-26459 December 1, 1965 Exhibit 2-L to Registration No. 2-26459 June 1, 1966 Exhibit 2-M to Registration No. 2-26459 June 1, 1967 Exhibit 2-N to Registration No. 2-29693 September 1, 1968 Exhibit 4-O to Registration No. 2-31569 June 1, 1969 Exhibit 4-C to Registration No. 33-38580 December 1, 1969 Exhibit 4-Q to Registration No. 2-35388 June 1, 1970 Exhibit 4-R to Registration No. 2-37363 March 1, 1971 Exhibit 2-B-17 to Registration No.2-40324 January 1, 1972 Exhibit 4-C to Registration No. 33-38580 July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291 May 1, 1975 Exhibit 4-C to Registration No. 33-38580 July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908 February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304 December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936 March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662 # Incorporated herein by reference as indicated. 22 SOUTH CAROLINA ELECTRIC & GAS COMPANY Exhibit Index (Continued) Sequentially Numbered Number Pages 4. (Continued) May 1, 1977 Exhibit 4-C to Registration No. 33-38580 February 1, 1978 Exhibit 4-C to Registration No. 33-38580 June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653 April 1, 1979 Exhibit 4-C to Registration No. 33-38580 June 1, 1979 Exhibit 4-C to Registration No. 33-38580 April 1, 1980 Exhibit 4-C to Registration No. 33-38580 June 1, 1980 Exhibit 4-C to Registration No. 33-38580 December 1, 1980 Exhibit 4-C to Registration No. 33-38580 April 1, 1981 Exhibit 4-D to Registration No. 33-49421 June 1, 1981 Exhibit 4-D to Registration No. 2-73321 March 1, 1982 Exhibit 4-D to Registration No. 33-49421 April 15, 1982 Exhibit 4-D to Registration No. 33-49421 May 1, 1982 Exhibit 4-D to Registration No. 33-49421 December 1, 1984 Exhibit 4-D to Registration No. 33-49421 December 1, 1985 Exhibit 4-D to Registration No. 33-49421 June 1, 1986 Exhibit 4-D to Registration No. 33-49421 February 1, 1987 Exhibit 4-D to Registration No. 33-49421 September 1, 1987 Exhibit 4-D to Registration No. 33-49421 January 1, 1989 Exhibit 4-D to Registration No. 33-49421 January 1, 1991 Exhibit 4-D to Registration No. 33-49421 February 1, 1991 Exhibit 4-D to Registration No. 33-49421 July 15, 1991 Exhibit 4-D to Registration No. 33-49421 August 15, 1991 Exhibit 4-D to Registration No. 33-49421 April 1, 1993 Exhibit 4-E to Registration No. 33-49421 D. Fifty-second Supplemental Indenture to Indenture referred to in 4-A dated as of July 1, 1993 (Filed herewith)......... 44 E. Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4-F to Registration Statement No. 33-49421)........................ # F. First Supplemental Indenture to Indenture referred to in 4-E dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421)..................... # G. Second Supplemental Indenture to Indenture referred to in 4-E dated as of June 15, 1993 (Filed herewith)........... 66 5. Opinion Re Legality Opinion of Asbury H. Gibbes, Esq. (Filed herewith)............. 75 8. Opinion Re Tax Matters Not Applicable 12. Statement Re Computation of Ratios (Filed herewith)............................................... 76 15. Letter Re Unaudited Interim Financial Information Not Applicable 23. Consents of Experts and Counsel A. Consent of Deloitte & Touche LLP (Filed herewith)........... 77 B. Consent of Asbury H. Gibbes, Esq. is contained in his opinion filed as Exhibit 5. # Incorporated herein by reference as indicated. 23 SOUTH CAROLINA ELECTRIC & GAS COMPANY Exhibit Index (Continued) Sequentially Numbered Number Pages 24. Power of Attorney (Filed herewith)......................................... 78 25. Statement of Eligibility of Trustee Statement of eligibility of NationsBank of Georgia, National Association, as Trustee (Form T-1) (Filed herewith)............................ 79 26. Invitations for Competitive Bids Not Applicable 27. Financial Data Schedule Not Applicable 28. Additional Exhibits Not Applicable 29. Information from Reports Furnished to State Insurance Regulatory Authorities Not Applicable 24 EX-1 2 SOUTH CAROLINA ELECTRIC & GAS COMPANY First Mortgage Bonds, % Series due UNDERWRITING AGREEMENT , 1995 Gentlemen: The undersigned South Carolina Electric & Gas Company, a South Carolina corporation (the "Company"), addresses you as the representatives (the "Representatives") of each of the persons, firms and corporations listed in Schedule A hereto (the "Underwriters"). The term "Representatives" as used herein shall be deemed to mean the firms and/or corporations addressed hereby. If there is only one firm or corporation to which this Agreement (the "Agreement") is addressed, such term shall be deemed to mean such firm or corporation. If there are any Underwriters in addition to yourselves, you represent that you have been authorized by each of the Underwriters to enter into this Agreement on their behalf and to act for them in the manner herein provided in all matters relating to carrying out the provisions of this Agreement. If there are no Underwriters other than yourselves, the term "Underwriters" shall be deemed to mean the Representatives. All obligations of the Underwriters hereunder are several and not joint. The Company hereby confirms its agreement with the several Underwriters as follows: 1. Description of the Bonds. The Company has authorized the issuance and sale of $ principal amount of its First Mortgage Bonds, % Series due (the "Bonds"), to be issued under and secured by (i) the Indenture, dated as of April 1, 1993 (the "Indenture"), made by the Company to NationsBank of Georgia, National Association, as trustee (the "Trustee"), and (ii) a Supplemental Indenture from the Company to the Trustee (hereinafter called the "Supplemental Indenture"), dated as of June 15, 1993 (the Indenture as so supplemented being hereinafter collectively referred to as the "Indenture as Supplemented"). The Bonds are also entitled to the benefit of a like principal amount of the Company's First and Refunding Mortgage Bonds (the "Class A Bonds"), issued or to be issued under the Company's Indenture dated as of January 1, 1945, as supplemented (the "Class A Mortgage"), to Chemical Bank, successor to Central Hanover Bank and Trust Company, as trustee, delivered to and held by the Trustee under the Indenture as Supplemented. The Class A Mortgage constitutes, subject to certain exceptions, a first mortgage lien on substantially all of the public utility properties of the Company. The Bonds shall be dated, shall mature, shall bear interest, shall be payable and shall otherwise conform to the description thereof to be contained in the Prospectus relating to the Bonds referred to in Section 2(a) hereof and to the provisions of the Indenture as Supplemented. No amendment to the Indenture as Supplemented is to be made prior to the Closing Date hereinafter referred to unless said amendment is first approved by you. 25 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that: (a) A registration statement (File No. ) on Form S- 3 with respect to the Bonds, including a prospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission") under such Acts, and has been filed with and declared effective by the Commission. Copies of such registration statement and any amendments thereto heretofore filed (including all exhibits except those incorporated therein by reference) have heretofore been delivered to you. The Company will file with or mail for filing to the Commission a supplemented prospectus relating to the Bonds pursuant to Rule 424 under the Act. The registration statement when it became effective and as it may be amended as of the date of this Agreement is hereafter referred to as the "Registration Statement" and such supplemented prospectus including all documents incorporated therein by reference is hereafter referred to as the "Prospectus." If the Company files any documents pursuant to Sections 13 or 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the time the Registration Statement became effective and prior to the termination of the offering of the Bonds by the Underwriters, which documents are deemed to be incorporated by reference in the Prospectus, the term "Prospectus," unless the context otherwise indicates or requires, shall refer to said Prospectus as supplemented by the documents so filed from and after the time said documents are filed with the Commission. (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference, when they are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) When the Registration Statement became effective and at all times subsequent thereto up to and at the Closing Date (hereinafter defined), (i) the Registration Statement and Prospectus and any post-effective amendments or supplements thereto contained and will contain all statements and information which are required to be stated therein by the Act, the Trust Indenture Act and the rules and regulations of the Commission under such Acts, and in all material respects, conformed and will conform to the requirements thereof, and (ii) neither the Registration Statement nor the Prospectus nor any post-effective amendment or supplement thereto included or will include any untrue statement of a material fact or omitted or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations and warranties shall not apply to information contained in or omitted from the Registration Statement or Prospectus or any such amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof, or to any information relating to the book- entry system of payments and transfers of the Bonds or the depository therefor set forth under the caption "Book-Entry System" provided by the Depository Trust Company or to any statements in or omissions from the Statement of Eligibility (Form T-1) of the Trustee. 26 (d) The financial statements of the Company incorporated by reference in the Prospectus fairly present the financial condition of the Company as of the dates indicated and the results of operations and changes in financial position for the periods therein specified; and said financial statements have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods involved. Deloitte & Touche LLP, who have audited certain of such financial statements, as set forth in their report with respect to such financial statements, are independent public accountants with respect to the Company as required by the Act and the rules and regulations of the Commission thereunder. (e) The Company has been duly organized and is validly existing and in good standing under the laws of the State of South Carolina; the Company has the corporate power and authority to own and operate the properties now owned by it and to carry on its business as now being carried on by it, as described in the Prospectus; and neither the character of properties owned or leased by the Company nor the nature of the business transacted by it make the licensing or qualification of the Company as a foreign corporation necessary in any other state or jurisdiction. (f) The Company does not own any shares of capital stock of a "public utility company" or a "holding company" as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, and is not a "holding company" or a "subsidiary" of a "registered holding company" within the meaning of said Act. The Company has no subsidiaries. (g) The Bonds have been duly authorized and, when duly executed, authenticated and issued as provided in the Indenture as Supplemented and delivered pursuant to this Agreement, will constitute valid and legally binding obligations of the Company entitled to the security and benefits of the Indenture as Supplemented, will be secured equally and ratably with all other Bonds to be issued under the Indenture as Supplemented, and will conform to the description thereof contained in the Prospectus. The Indenture as Supplemented has been duly authorized, executed and delivered by the Company and is a valid and legally binding instrument in accordance with its terms. The Indenture as Supplemented has been qualified under the Trust Indenture Act. (h) The Indenture as Supplemented constitutes a legally valid and directly enforceable mortgage lien (except to the extent that enforcement of such lien may be limited by the effect of certain laws and judicial decisions upon the remedies provided in the Indenture as Supplemented, which, however, do not make the remedies afforded inadequate for the practical realization of the security and benefits provided by the Indenture as Supplemented, and except as enforceability of such lien may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and by general equity principles) upon the respective properties subject thereto (which properties constitute substantially all of the electric utility properties of the Company) subject only to Permitted Liens (as defined in the Indenture), the prior lien of the Class A Mortgage and to minor defects and irregularities customarily found in properties of like size and character which do not materially impair the use of the property affected thereby in the operations of the business of the Company, and the Indenture as Supplemented conforms to the description thereof contained in the Prospectus. (i) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, 27 not in the ordinary course of business, which are material to the Company and there has not been any material change in the capital stock or long-term debt of the Company, or any material adverse change, or any development which the Company has reasonable cause to believe will involve a prospective material adverse change, in the condition (financial or other), business, net worth or results of operations of the Company. (j) Except as set forth in the Prospectus, there is not pending or, to the knowledge of the Company, threatened, any action, suit or proceeding, to which the Company is a party, before or by any court or governmental agency or body, which might result in any material adverse change in the condition (financial or other), business, net worth or results of operations of the Company or might materially and adversely affect the properties or assets thereof; and there are no contracts or documents of the Company which are required to be filed as exhibits to the Registration Statement by the Act or by the rules and regulations of the Commission thereunder which have not been so filed. (k) The Company holds good and marketable title in fee simple, except as otherwise stated in the Prospectus, to all of the real property referred to therein as being owned by it, free and clear of all liens and encumbrances, except liens and encumbrances referred to in the Prospectus (or reflected in the financial statements included therein) and liens and encumbrances which are not material in the aggregate and do not materially interfere with the conduct of the business of the Company and the properties referred to in the Prospectus as held under lease by the Company are held by it under valid and enforceable leases with such exceptions as do not materially interfere with the conduct of the business of the Company. (l) The Class A Bonds which heretofore or on the date hereof have been issued or on the closing date shall have been issued to the Trustee under the Indenture as Supplemented as the basis for the issuance of the Bonds have been duly authorized, executed, authenticated and delivered to the Trustee under the Indenture as Supplemented, constitute valid and legally binding obligations of the Company, entitled to the security and benefits of the Class A Mortgage, and are equally and ratably issued with all other bonds issued under the Class A Mortgage. (m) The Class A Mortgage constitutes a legally valid and directly enforceable first mortgage lien (except to the extent that enforcement of such lien may be limited by the effect of certain laws and judicial decisions upon the remedies provided in the Class A Mortgage, which, however, do not make the remedies afforded inadequate for the practical realization of the security and benefits provided by the Class A Mortgage, and except as enforceability of such lien may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and by general equity principles) upon the respective properties subject thereto (which properties constitute substantially all of the utility properties of the Company) subject only to excepted encumbrances (as defined therein) and to minor defects and irregularities customarily found in properties of like size and character, which do not materially impair the use of the property affected thereby in the operation of the business of the Company, and the Class A Mortgage conforms to the description thereof contained in the Prospectus. 28 (n) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, the Company's Restated Articles of Incorporation, as amended, or by-laws, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Bonds by the Company hereunder, except such as may be required under the Act, the Trust Indenture Act or state securities laws and except for the approval of The Public Service Commission of South Carolina which has been obtained or will be obtained prior to the Closing Date and is or will be in full force and effect; and the Company has full power and authority to authorize, issue and sell the Bonds on the terms and conditions herein set forth. 3. Purchase, Sale and Delivery of the Bonds. On the basis of representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters named in Schedule A hereto, and each such Underwriter agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in such Schedule A the principal amount of Bonds set forth opposite the name of such Underwriter in such Schedule A. The Bonds will be delivered by the Company to you (1) for the accounts of the several Underwriters at the office of Reid & Priest LLP, 40 West 57th Street, New York, New York, against payment of the purchase price therefor by certified or official bank check payable in New York Clearing House (next day) funds at 10:00 A.M., New York City Time, on (or, if the New York and American Stock Exchanges and commercial banks in The City of New York are not open on such day, the next day on which such exchanges and banks are open), or at such other time not later than eight full business days thereafter as you and the Company determine, such time being herein referred to as the "Closing Date." It is understood that you, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter or Underwriters, for the Bonds to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (1) To be revised if bonds are to be deposited with DTC pursuant to a book-entry system of payments and transfers. 4. Covenants. The Company covenants and agrees with each Underwriter that: (a) The Company will file no amendment to the Registration Statement, and prior to the completion of the offering of the Bonds make no supplement to the Prospectus, including the initial supplement to the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof, of which you have not been advised and furnished with a copy or to which you have promptly and reasonably objected; it will notify you, promptly after it shall receive notice thereof, of the time when any post- effective amendment to the Registration Statement has become effective or any supplement to the Prospectus has been filed; it will notify you promptly of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; it will prepare and file 29 with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or Prospectus which, in your opinion, may be necessary or advisable in connection with the distribution of the Bonds by the Underwriters; it will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Bonds; and it will furnish to you at or prior to the filing thereof a copy of any document which upon filing is deemed to be incorporated by reference in the Prospectus. (b) The Company will advise you, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement of or any proceeding for that purpose having been instituted or threatened by the Commission; and it will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. (c) Within the time during which a prospectus relating to the Bonds is required to be delivered under the Act, the Company will comply as far as it is able with all requirements imposed upon it by the Act, as now and hereafter amended, and by the rules and regulations of the Commission thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Bonds as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Act or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, the Company will promptly notify you and, if such event occurs within nine months after the date hereof, the Company will at its own cost and expense amend or supplement the Prospectus in order to correct such statement or omission and in order that the Prospectus as so amended or supplemented will comply with the requirements of Section 10(a)(1) of the Act or file such document to effect such compliance. In case any Underwriter is required to deliver a Prospectus relating to the Bonds at any time nine months or more after the date hereof, the Company will, at the expense of the Underwriter requesting the same, prepare promptly such prospectus or prospectuses and thereafter amend or supplement the same as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act. (d) The Company will use its best efforts to qualify the Bonds for sale under the securities laws of such jurisdictions as you reasonably designate and to continue such qualifications in effect so long as required for the distribution of the Bonds, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any state. The Company will also arrange for the determination of the Bonds' eligibility for investment under the laws of such jurisdictions as you reasonably request. (e) The Company has furnished or will furnish to the Underwriters, as soon as available, copies of the Registration Statement ( of which will be signed and will include all exhibits except those incorporated by reference), the Prospectus (including all documents incorporated by reference therein but excluding exhibits to such documents), and all amendments and supplements to such documents, including any prospectus prepared to permit compliance with Section 10(a)(3) of the Act, all in such quantities as you may from time to time reasonably request. 30 (f) The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earning statement (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Act. (g) So long as any of the Bonds are outstanding, the Company agrees to furnish to you, and, upon request, to each of the other Underwriters, (i) as soon as they are available, copies of all the reports (financial or other) and any definitive proxy statements mailed to security holders or filed with the Commission and (ii) from time to time such other information concerning the business and financial condition of the Company as you may reasonably request. (h) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is prevented from becoming effective or is terminated under the provisions of Section 9 hereof, will pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including, without limitation, the fees and expenses of the Company's accountants and counsel for the Company, all costs incident to the preparation, printing and filing under the Act of the Registration Statement, the Prospectus and all amendments and supplements thereto, any fees charged by any investment rating agencies for rating the Bonds, all fees and disbursements incurred by the Company and by the Underwriters in connection with the qualification of the Bonds under the laws of various jurisdictions as provided in Section 4(d) hereof and the determination of their eligibility for investment under the laws of various jurisdictions (including the cost of furnishing to the Underwriters memoranda relating thereto and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith), the cost of furnishing to the Underwriters copies of the Registration Statement, the Prospectus and each amendment and supplement thereto, in such numbers as you may reasonably request, the cost of printing this Agreement, the costs and charges of the Trustee and of any depository in connection with a book-entry system of payments and transfers, and the cost of preparing the Bonds. If the sale of the Bonds provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters' obligation hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the several Underwriters for all reasonable out-of-pocket disbursements (including fees and disbursements of counsel) incurred by the Underwriters in connection with their investigation, preparing to market and marketing the Bonds or in contemplation of performing their obligations hereunder. The Company shall not in any event be liable to any of the Underwriters for loss of anticipated profits from the transactions covered by this Agreement. (i) The Company will apply the net proceeds from the sale of the Bonds to be sold by it hereunder for the purposes set forth under "Use of Proceeds" in the Prospectus. (j) The Company will not for a period of 30 days after the commencement of the public offering of the Bonds, without the prior written consent of the Representatives, sell, contract to sell or otherwise dispose of any other of its First Mortgage Bonds. 5. Conditions of Underwriters' Obligations. The obligations of the several Underwriters to purchase and pay for the Bonds, as provided herein, shall be subject to the accuracy, as of the date hereof and the Closing Date (as if made on the Closing Date), of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder, and to the following additional conditions: 31 (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, threatened by the Commission; and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to your satisfaction. (b) No Underwriter shall have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which in your opinion is material or omits to state a fact which in your opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change in the capital stock or long-term debt of the Company or any adverse change, or any development involving a prospective adverse change, in the condition (financial or other), business, net worth or results of operations of the Company which, in your judgment, makes it impractical or inadvisable to offer or deliver the Bonds on the terms and in the manner contemplated in the Prospectus. (d) On the Closing Date, you shall have received the opinion of McNair and Sanford, P.A., counsel for the Company, dated the Closing Date, to the effect that: (i) The Company is validly existing as a corporation in good standing under the laws of the State of South Carolina and is empowered by its Restated Articles of Incorporation, as amended, to own and operate the properties now owned and proposed to be owned by it and to carry on its business as now carried on and proposed to be carried on as described in the Prospectus. (ii) Each of the Indenture as Supplemented and the Class A Mortgage has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument enforceable against the Company in accordance with its terms and the Indenture as Supplemented has been qualified under the Trust Indenture Act. (iii) The Class A Bonds which heretofore or on the date hereof have been issued to the Trustee under the Indenture as Supplemented as the basis for the issuance of the Bonds have been duly authorized by all necessary corporate action, have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and the terms of the Class A Mortgage, are entitled to the security and benefits of the Class A Mortgage and are secured equally and ratably with all other bonds issued under the Class A Mortgage. (iv) The Bonds have been duly authorized by all necessary corporate action, have been duly executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and the terms of the Indenture as Supplemented, are entitled to the security and benefits of the Indenture as Supplemented and are secured equally and ratably with all other bonds issued under the Indenture as Supplemented. (v) This Agreement has been duly authorized, executed and delivered by the Company. (vi) The Indenture as Supplemented, the Bonds and the Class A Mortgage conform in all material respects to the statements concerning them in the Prospectus. 32 (vii) The documents incorporated by reference in the Prospectus (other than the financial statements and other financial or statistical data contained therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and, based upon such counsel's participation in conferences with representatives of the Company and its accountants and participation in certain prior financings of the Company, they have no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading. (viii) The Registration Statement has become effective under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and, based upon such counsel's participation in conferences with representatives of the Company and its accountants and participation in certain prior financings of the Company, they do not believe that on the date hereof or the Closing Date either the Registration Statement or the Prospectus (or the Registration Statement or Prospectus as amended or supplemented by any amendment or further supplement thereto made by the Company prior to the Closing Date) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, in their opinion, the Registration Statement and the Prospectus, as of the date hereof (or the Registration Statement or Prospectus as amended or supplemented by any amendment or further supplement thereto made by the Company prior to the Closing Date), appear on their face to be appropriately responsive in all material respects to the requirements of the Act, the Trust Indenture Act and the rules and regulations of the Commission under such acts (except that no opinion need be expressed as to financial statements and other financial or statistical data contained or incorporated by reference in the Registration Statement or to any information relating to the book-entry system of payments and transfers of the Bonds or the depository therefor set forth under the caption "Book- Entry System" provided by the Depository Trust Company or as to the Trustee's Statement of Eligibility on Form T-1). In rendering said opinion, (i) counsel may rely upon the opinion of Asbury H. Gibbes, Esquire, delivered pursuant to paragraph (e), with respect to matters of title, property descriptions, recording fees and taxes and the filing, recordation and liens of the Indenture as Supplemented and the Class A Mortgage; (ii) counsel may state that the enforceability of the Class A Mortgage, the Class A Bonds, the Indenture as Supplemented and the Bonds is subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and general principles of equity; and (iii) counsel may state that although certain provisions of the Class A Mortgage and the Indenture as Supplemented may not be enforceable in whole or in part, the inclusion of such provisions does not affect the validity of the Class A Mortgage or Indenture as Supplemented, which contain adequate provisions for the practical realization of the benefits and security provided therefor. (e) On the Closing Date, you shall have received the opinion of Asbury H. Gibbes, Esquire, General Counsel of SCANA Corporation, dated the Closing Date, covering the matters set forth in clauses (i) to (viii), inclusive, of paragraph (d) of this Section and such other matters incident to the transactions contemplated hereby as you may reasonably request, and also to the effect that (subject to such exceptions specified in such opinion with respect to the matters referred to in clauses (i), (ii), (iii), (iv) and (v) of this paragraph (e) as such counsel may deem appropriate, which exceptions in the opinion of the counsel rendering such opinion do not materially 33 interfere with the maintenance and operation by the Company of the properties now owned by it or with the conduct by the Company of the business now carried on by it), and in rendering the opinion set forth in clause (i) of paragraph (d) counsel shall also state that neither the character of property owned or leased by the Company nor the nature of the business transacted by it make the licensing or qualifications of the Company as a foreign corporation necessary in any other state or jurisdiction: (i) The Company has fee title to all the real property (except (i) rights-of-way, water rights and flowage rights, (ii) that electric transmission and electric and gas distribution lines are constructed principally on rights-of-way which are maintained under or held by easement and (iii) that the fee ownership of the lands upon which the Company's Stevens Creek dam is situated may extend only to the abutment sites on each side of the Savannah River) and has good and valid title to all of the personal property described or referred to in each of the Class A Mortgage and the Indenture as Supplemented as owned by it (except property heretofore released from the liens thereof or retired in accordance with the provisions thereof), subject to no liens or encumbrances other than (a) excepted encumbrances and Permitted Liens, (b) the lien of the Class A Mortgage, (c) the lien of the Indenture as Supplemented and (d) the fact that titles to certain properties are subject to reservations and encumbrances such as are customarily encountered in the public utility business and which do not materially interfere with their use, and the descriptions of and references to such real and personal property contained in each of the Class A Mortgage and the Indenture as Supplemented are adequate for the purposes thereof. No notice has been given to the Company by any governmental authority of any proceeding to condemn, purchase or otherwise acquire any of the properties of the Company and, so far as such counsel knows, no such proceeding is contemplated. (ii) The Indenture as Supplemented has been duly filed for recording and recorded, and constitutes a legally valid and direct enforceable mortgage lien upon the respective properties presently subject thereto subject only to Permitted Liens and the prior lien of the Class A Mortgage. (iii) The Class A Mortgage has been duly filed for recording and recorded and constitutes a valid direct first mortgage lien on the respective properties presently subject thereto subject only to excepted encumbrances. (iv) Except as set forth in "Security - Lien of the Mortgage" and "The Class A Mortgage - Security" under "Description of the New Bonds" in the Prospectus, substantially all fixed electric utility properties used or useful in its electric utility business (other than those of the character not subject to the lien of the Indenture as Supplemented as aforesaid and properties heretofore released from the lien thereof or retired in accordance with the provisions thereof) acquired by the Company after the date of the Indenture, and substantially all fixed properties and franchises used or useful in its public utility businesses (other than those of the character not subject to the lien of the Class A Mortgage as aforesaid and properties heretofore released from the lien thereof or retired in accordance with the provisions thereof) acquired by the Company after the date of the Class A Mortgage have become subject to the respective liens thereof, subject, however, to excepted encumbrances or Permitted Liens, as the case may be, the lien of the Class A Mortgage in the case of the Indenture as Supplemented, and to liens, if any, existing or placed thereon at the time of the acquisition thereof by the Company. 34 (v) Except as otherwise set forth in the Prospectus, the Company has such valid franchises, certificates of convenience and necessity, operating rights, licenses, permits, consents, approvals, authorizations and/or orders of governmental bodies, political subdivisions or regulatory authorities, free from burdensome restrictions, as are necessary for the acquisition, construction, ownership, maintenance and operation of the properties now owned by it and the conduct of the business now carried on by it as described in the Registration Statement and Prospectus, and the Company is not in default or violation of any thereof and is carrying on its business in accordance therewith and, to the best of his knowledge, with all applicable federal, state and other laws and regulations. (vi) The descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings, contracts and other documents are, to the best of his knowledge, accurate and fairly present the information required to be shown therein, and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or required to be incorporated by reference into the Prospectus or to be filed as exhibits to the Registration Statement which are not described or incorporated by reference or filed as required. (vii) An order has been or orders have been entered by The Public Service Commission of South Carolina permitting the issuance and sale of the Bonds as contemplated hereby, and no further authorization or consent of any public body or board is required for the issuance and sale by the Company of the Bonds as contemplated hereby, except as may be required under state securities or Blue Sky laws. (viii) The statements in the Prospectus which are stated therein to have been made on the authority of such counsel have been reviewed by such counsel and, as to matters of law and legal conclusions, are correct in all material respects. (ix) The consummation of the transactions contemplated herein and the fulfillment of the terms hereof and compliance by the Company with all terms and provisions of the Indenture as Supplemented and the Class A Mortgage will not result in a breach of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument known to such counsel to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, or the Restated Articles of Incorporation, as amended, or by-laws of the Company, or to the best of his knowledge, any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its property. (x) All recording fees and taxes applicable to or in connection with the recording of the Class A Mortgage and the Indenture as Supplemented and all applicable taxes on or in connection with the issuance of the Bonds have been paid. 35 In giving the opinion contemplated by clauses (ii) and (iii), counsel shall state what, if any, re-recording or re-filing of the Class A Mortgage and the Indenture as Supplemented is required and what, if any, further supplemental indentures or other instruments are required to be executed, filed and/or recorded or notices given, in order to extend the liens of the Class A Mortgage and Indenture as Supplemented to after-acquired property, or to maintain such liens with respect to future advances. Furthermore, in rendering said opinion, (i) counsel may state that the enforceability of the Class A Mortgage, the Class A Bonds, the Indenture as Supplemented and the Bonds, and the enforceability of the respective lien of the Class A Mortgage and the Indenture as Supplemented, are subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and general principles of equity and (ii) counsel may state that although certain provisions of the Class A Mortgage and the Indenture as Supplemented may not be enforceable in whole or in part, the inclusion of such provisions does not affect the validity of the Class A Mortgage or the Indenture as Supplemented, which contain adequate provisions for the practical realization of the benefits and security provided therefor. (f) On the Closing Date, you shall have received from Reid & Priest LLP, counsel for the several Underwriters, such opinion or opinions with respect to the incorporation of the Company, the validity of the Bonds, the Registration Statement, the Prospectus and other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering their opinion, such counsel may rely upon the opinion of Asbury H. Gibbes, Esquire referred to above as to all matters governed by South Carolina law. (g) On the Closing Date, you shall have received a letter from Deloitte & Touche LLP, dated the date of delivery thereof, in the form heretofore delivered to the Representatives. (h) On the Closing Date, you shall have received from the Company a certificate, signed by its Chairman, President or a Vice President and by its principal financial or accounting officer, dated the Closing Date, to the effect that, to the best of their knowledge based on reasonable investigation: (i) The representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or threatened, under the Act; (iii) The Registration Statement and the Prospectus, and any amendments or supplements thereto, contain all statements and information required to be included therein, and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, since the date hereof there has occurred no event required to be set 36 forth in an amended or supplemented prospectus which has not been so set forth and there has been no document required to be filed under the Exchange Act and the rules and regulations of the Commission thereunder and which upon such filing would be deemed to be incorporated by reference in the Prospectus, which has not been so filed; and (iv) As of the date of such certificate, the real and personal property owned by the Company and located in the State of Georgia does not have an aggregate depreciated cost, as reflected in the accounting records of the Company, in excess of $5,000,000. (i) The Company shall have furnished to you such further certificates and documents as you shall have reasonably requested. (j) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 430(g)(2) under the Act, that (i) it is downgrading its rating assigned to any debt securities of the Company, or (ii) it is reviewing its rating assigned to any debt securities of the Company with a view to possible downgrading, or with negative implications, or with direction not determined. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you. The Company will furnish you with such conformed copies of such opinions, certificates, letters and other documents as you shall reasonably request. In giving the opinions contemplated by paragraphs (d), (e) and (f) of this Section, counsel need not express any opinion either as to matters of Georgia law, including the enforceability of the Indenture as Supplemented thereunder, or with respect to real or personal property of the Company located in the State of Georgia, may rely upon certificates of state officials as to the Company's good standing and upon certificates of officers of the Company as to matters of fact relevant to such opinions and may assume (i) that the Bonds have been executed on behalf of the Company by the manual or facsimile signatures of the President or a Vice President and the Secretary or an Assistant Secretary of the Company and have been duly authenticated by the Trustee and (ii) that the signatures on all documents examined by them are genuine. 6. Indemnification. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof. 37 (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by such Underwriter through you, specifically for use in the preparation thereof; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any such loss, claim, damage, liability or action. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (d) If the indemnification provided for in this Section 6 is unavailable under subsection (a) or (b) above to a party that would have been an indemnified party under subsection (a) or (b) above ("Indemnified Party") in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder ("Indemnifying Party") shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Bonds. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under subsection (c) above, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the 38 total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the initial supplement to the Prospectus which is filed pursuant to Rule 424 under the Act referred to in Section 2(a) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the Indemnifying Party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 6 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within meaning of the Act. 7. Representations and Agreements to Survive Delivery. All representations, warranties and agreements of the Company herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements of the several Underwriters contained in Section 6 hereto, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling persons, or the Company or any of its officers, directors or any controlling persons and shall survive delivery of the Bonds to the Underwriters hereunder. 8. Substitution of Underwriters. (a) If any Underwriter or Underwriters shall fail to take up and pay for the principal amount of Bonds agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Bonds in accordance with the terms hereof, and the principal amount of Bonds not purchased does not aggregate more than 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective commitments hereunder except as 39 may otherwise be determined by you) the Bonds which any withdrawing or defaulting Underwriters agreed but failed to purchase; however, if such Bonds not purchased aggregate more than 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as shall be determined by you) the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase, the time for delivery of the Bonds shall be extended to the next business day to allow the several Underwriters the privilege of substituting within 24 hours (including non-business hours) another underwriter or underwriters satisfactory to the Company. If no such underwriter or underwriters shall have been substituted, as aforesaid, the time for delivery of the Bonds may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company the privilege of finding within 24 hours (including non-business hours) another underwriter or underwriters, satisfactory to you, to purchase the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If the remaining Underwriters shall not take up and pay for all such Bonds agreed to be purchased by the defaulting Underwriters, or substitute another underwriter or underwriters as aforesaid, and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Bonds as aforesaid, then this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(h) and in Section 6 hereof), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the principal amount of Bonds agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof). (b) If the remaining Underwriters or substituted underwriters take up the Bonds of the defaulting Underwriter or Underwriters as provided in this Section, (i) the Company shall have the right to postpone the time of delivery for a period of not more than seven full business days, in order to effect any changes which may be made necessary thereby in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may be made necessary thereby, and (ii) the respective principal amounts of Bonds to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. A substituted underwriter hereunder shall become an Underwriter for all purposes of this Agreement. (c) Nothing herein shall relieve a defaulting Underwriter from liability for its default. 9. Effective Date of this Agreement and Termination. (a) This Agreement shall become effective upon your accepting it in the manner indicated below. (b) You, as Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for 40 prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by the New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal or New York authorities, or (vi) an outbreak of major hostilities in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity, a default in payment when due of interest on or principal of any debt obligations of, or the institution of proceedings under the Federal bankruptcy laws by or against, any State of the United States or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement which, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Bonds. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by telephone or telegram, confirmed by letter. 10. Notices. All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and, if sent to you, shall be mailed, delivered or telegraphed and confirmed to you at , Attention: or if sent to the Company, shall be mailed, delivered or telegraphed and confirmed to the Company at 1426 Main Street, Columbia, South Carolina 29201. Attention: Secretary. Notice to any Underwriter pursuant to Section 6 shall be mailed, delivered or telegraphed and confirmed to such Underwriter in care of the Representatives at the address set forth below. Any party to this Agreement may change such address for notices by sending to the parties to this agreement written notice of a new address for such purpose. 11. Parties. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or corporation, other than the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 6, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns and said controlling persons and said officers and directors and for the benefit of no other person or corporation. No purchaser of any of the Bonds from any Underwriter shall be construed a successor or assign merely by reason of such purchase. In all dealings with the Company under this Agreement, you shall act on behalf of each of the several Underwriters, and any action under this Agreement taken by you will be binding upon all Underwriters. 12. Applicable Law. The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 41 If the foregoing correctly sets forth the understanding between the Company and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the several Underwriters. Very truly yours, SOUTH CAROLINA ELECTRIC & GAS COMPANY By................................... L. M. Gressette, Jr. Chief Executive Officer ACCEPTED at New York, New York as of the date first above written. By................................... 42 EXHIBIT 1 SCHEDULE A UNDERWRITERS Series due Name of Amount of Bonds Underwriters to be Purchased $ % plus accrued interest from 43 EX-2 3 Exhibit 4-D SOUTH CAROLINA ELECTRIC & GAS COMPANY TO CHEMICAL BANK, Trustee FIFTY-SECOND SUPPLEMENTAL INDENTURE (SUPPLEMENTAL TO INDENTURE OF SOUTH CAROLINA POWER COMPANY DATED AS OF JANUARY 1, 1945) PROVIDING FOR FIRST AND REFUNDING MORTGAGE BONDS, SERIES B DUE DECEMBER 31, 2093 ISSUED BY SOUTH CAROLINA ELECTRIC & GAS COMPANY, AS SUCCESSOR CORPORATION TO SOUTH CAROLINA POWER COMPANY Dated as of July l, 1993 THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO CHEMICAL BANK, AS TRUSTEE, DATED APRIL 1, 1945 (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 FIFTY-SECOND SUPPLEMENTAL INDENTURE THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE OF, THE PROVISIONS OF SECTIONS 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. 44 THIS FIFTY-SECOND SUPPLEMENTAL INDENTURE, dated as of July 1, 1993, made and entered into by and between SOUTH CAROLINA ELECTRIC & GAS COMPANY, a corporation organized and existing under the laws of the State of South Carolina, with its principal place of business in Columbia, Richland County, South Carolina (the "Company"), party of the first part, and CHEMICAL BANK (successor to Central Hanover Bank and Trust Company), a corporation organized and existing under the laws of the State of New York, with its principal office in the Borough of Manhattan, The City of New York (the "Trustee"), as Trustee under the Indenture dated as of January 1, 1945 between the South Carolina Power Company (the "Power Company") and Central Hanover Bank and Trust Company, as Trustee, party of the second part; Whereas, the Power Company heretofore executed and delivered to the Trustee an Indenture dated as of January 1, 1945 (the "Original Indenture"), a Supplemental Indenture thereto dated as of May 1, 1946, a Supplemental Indenture thereto dated as of May 1, 1947 and a Third Supplemental Indenture thereto dated as of July 1, 1949; and Whereas, the Company heretofore executed and delivered to the Trustee a Fourth Supplemental Indenture, dated as of April 1, 1950, wherein, among other things, (i) the Company assumed the due and punctual payment of the principal of, premium, if any, and interest on all bonds theretofore authenticated under the Original Indenture as theretofore supplemented, according to their tenor, and the due and punctual performance of all of the covenants and agreements of the Original Indenture, as theretofore supplemented, required to be kept or performed by the Power Company and (ii) the Company conveyed, transferred and mortgaged to the Trustee and subjected to the lien of the Original Indenture as theretofore supplemented, as supplemented by the Fourth Supplemental Indenture, and as it might thereafter be supplemented, all property then owned or thereafter to be acquired by the Company, except property of a character similar to that excluded from the lien of the Original Indenture; and Whereas, upon the execution and delivery of said Fourth Supplemental Indenture, dated as of April 1, 1950, the Company succeeded to and became substituted for the Power Company as Successor Corporation to the Power Company under the Original Indenture, as contemplated by Article XV of the Original Indenture; and 45 Whereas, the Company, as such Successor Corporation, has heretofore executed and delivered to the Trustee the following supplemental indentures: DESIGNATION DATED AS OF Fifth Supplemental Indenture December 1, 1950 Sixth Supplemental Indenture July 1, 1951 Seventh Supplemental Indenture June 1, 1953 Eighth Supplemental Indenture June 1, 1955 Ninth Supplemental Indenture November 1, 1957 Tenth Supplemental Indenture September 1, 1958 Eleventh Supplemental Indenture September 1, 1960 Twelfth Supplemental Indenture June 1, 1961 Thirteenth Supplemental Indenture December 1, 1965 Fourteenth Supplemental Indenture June 1, 1966 Fifteenth Supplemental Indenture June 1, 1967 Sixteenth Supplemental Indenture September 1, 1968 Seventeenth Supplemental Indenture June 1, 1969 Eighteenth Supplemental Indenture December 1, 1969 Nineteenth Supplemental Indenture June 1, 1970 Twentieth Supplemental Indenture March 1, 1971 Twenty-first Supplemental Indenture January 1, 1972 Twenty-second Supplemental Indenture July 1, 1974 Twenty-third Supplemental Indenture May 1, 1975 Twenty-fourth Supplemental Indenture July 1, 1975 Twenty-fifth Supplemental Indenture February 1, 1976 Twenty-sixth Supplemental Indenture December 1, 1976 Twenty-seventh Supplemental Indenture March 1, 1977 Twenty-eighth Supplemental Indenture May 1, 1977 Twenty-ninth Supplemental Indenture February 1, 1978 Thirtieth Supplemental Indenture June 1, 1978 Thirty-first Supplemental Indenture April 1, 1979 Thirty-second Supplemental Indenture June 1, 1979 Thirty-third Supplemental Indenture April 1, 1980 Thirty-fourth Supplemental Indenture June 1, 1980 Thirty-fifth Supplemental Indenture December 1, 1980 Thirty-sixth Supplemental Indenture April 1, 1981 Thirty-seventh Supplemental Indenture June 1, 1981 Thirty-eighth Supplemental Indenture March 1, 1982 Thirty-ninth Supplemental Indenture April 15, 1982 Fortieth Supplemental Indenture May 1, 1982 Forty-first Supplemental Indenture December 1, 1984 Forty-second Supplemental Indenture December 1, 1985 Forty-third Supplemental Indenture June 1, 1986 Forty-fourth Supplemental Indenture February 1, 1987 Forty-fifth Supplemental Indenture September 1, 1987 Forty-sixth Supplemental Indenture January 1, 1989 Forty-seventh Supplemental Indenture January 1, 1991 Forty-eighth Supplemental Indenture February 1, 1991 Forty-ninth Supplemental Indenture July 15, 1991 Fiftieth Supplemental Indenture August 15, 1991 Fifty-first Supplemental Indenture April 1, 1993 46 all 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 Fifty-second Supplemental Indenture (herein sometimes referred to as "this Supplemental Indenture"), being herein sometimes referred to collectively as the "Mortgage"; and Whereas, the Company, as such Successor Corporation, has executed certain mortgages, specifically subjecting to the lien of the Mortgage certain property purchased, constructed or otherwise acquired by the Company subsequent to January 1, 1965; and Whereas, there have been issued under the Original Indenture as heretofore supplemented, the following series of First and Refunding Mortgage Bonds, of which the following principal amounts were outstanding at the date of this Supplemental Indenture: PRINCIPAL PRINCIPAL AMOUNT AMOUNT SERIES ISSUED OUTSTANDING 3% Series due 1975 "Bonds of the First Series" $ 8,000,000 None 3% Series due 1977 "Bonds of the Second Series" 4,000,000 None 3 1/8% Series due 1979 "Bonds of the Third Series" 4,000,000 None 3% Series due 1980 "Bonds of the Fourth Series" 72,445,000 None 3% Series A due 1980 "Bonds of the Fifth Series" 4,000,000 None 3 3/4% Series due 1981 "Bonds of the Sixth Series" 6,000,000 None 4 1/8% Series due 1983 "Bonds of the Seventh Series" 4,000,000 None 3 1/2% Series due 1985 "Bonds of the Eighth Series" 5,000,000 None 5 1/2% Series due 1987 "Bonds of the Ninth Series" 10,000,000 None 4 7/8% Series due 1988 "Bonds of the Tenth Series" 10,000,000 None 5% Series due 1990 "Bonds of the Eleventh Series" 10,000,000 None 47 PRINCIPAL PRINCIPAL AMOUNT AMOUNT SERIES ISSUED OUTSTANDING 5% Series due June 1, 1991 "Bonds of the Twelfth Series" $ 8,000,000 None 4 7/8% Series due 1995 "Bonds of the Thirteenth Series" 16,000,000 $16,000,000 5.45% Series due 1996 "Bonds of the Fourteenth Series" 15,000,000 15,000,000 6% Series due June 1, 1997 "Bonds of the Fifteenth Series" 15,000,000 15,000,000 6 1/2% Series due September 1, 1998 "Bonds of the Sixteenth Series" 112,064,000 20,000,000 8% Series due June 1, 1999 "Bonds of the Seventeenth Series" 35,000,000 35,000,000 9 1/8% Series due December 1, 1999 "Bonds of the Eighteenth Series" 15,000,000 15,000,000 9 7/8% Series due June 1, 2000 "Bonds of the Nineteenth Series" 30,000,000 None 8% Series due March 1, 2001 "Bonds of the Twentieth Series" 35,000,000 35,000,000 7 1/4% Series due January 1, 2002 "Bonds of the Twenty-first Series" 30,000,000 30,000,000 10 1/2% Series due July 1, 1979 "Bonds of the Twenty-second Series" 35,000,000 None 10 1/2% Series due May 1, 1990 "Bonds of the Twenty-third Series" 15,000,000 None 9 3/8% Series due July 1, 1984 "Bonds of the Twenty-fourth Series" 25,000,000 None 9 1/8% Series due February 1, 2006 "Bonds of the Twenty-fifth Series" 50,000,000 50,000,000 8.40% Series due December 1, 2006 "Bonds of the Twenty-sixth Series" 50,000,000 50,000,000 8 3/8% Series due March 1, 2007 "Bonds of the Twenty-seventh Series" 30,000,000 30,000,000 7% Series due May 1, 1982 "Bonds of the Twenty-eighth Series" 50,000,000 None 8.90% Series due February 1, 2008 "Bonds of the Twenty-ninth Series" 30,000,000 30,000,000 8.45% Series due June 1, 1981 "Bonds of the Thirtieth Series" 40,000,000 None 10 1/8% Series due April 1, 2009 "Bonds of the Thirty-first Series" 35,000,000 None 9 7/8% Series due June 1, 2009 "Bonds of the Thirty-second Series" 50,000,000 37,035,000 48 PRINCIPAL PRINCIPAL AMOUNT AMOUNT SERIES ISSUED OUTSTANDING 14 1/2% Series due 1983-1987 "Bonds of the Thirty-third Series" $ 80,000,000 None 12.15% Series due June 1, 2010 "Bonds of the Thirty-fourth Series" 50,000,000 None 14 1/2% Series due April 1, 1982 "Bonds of the Thirty-fifth Series" 15,000,000 None 14 3/8% Series due October 1, 1986 "Bonds of the Thirty-sixth Series" 15,000,000 None 16% Series due June 1, 2011 "Bonds of the Thirty-seventh Series" 70,000,000 None 14 1/2% Series due April 1, 1984 "Bonds of the Thirty-eighth Series" 15,000,000 None 15 1/2% Series due April 15, 1989 "Bonds of the Thirty-ninth Series" 60,000,000 None 15 5/8% Series due May 1, 1987 "Bonds of the Fortieth Series" 25,000,000 None 15% Series due September 1, 2014 "Bonds of the Forty-first Series" 57,000,000 $ 56,820,000 15% Series A due September 1, 2014 "Bonds of the Forty-second Series" 5,500,000 5,210,000 15% Series B due September 1, 2014 "Bonds of the Forty-third Series" 1,100,000 1,090,000 8 3/4% Series due February 1, 2017 "Bonds of the Forty-fourth Series" 100,000,000 100,000,000 15% Series C due September 1, 2014 "Bonds of the Forty-fifth Series" 4,365,000 4,365,000 20% Series due February 1, 1991 "Bonds of the Forty-sixth Series" 75,000,000 None 20% Series due January 14, 1991 "Bonds of the Forty-seventh Series" 70,000,000 None 20% Series due February 4, 1992 "Bonds of the Forty-eighth Series" 75,000,000 None 9% Series due July 15, 2006 "Bonds of the Forty-ninth Series" 145,000,000 145,000,000 8 7/8% Series due August 15, 2021 "Bonds of the Fiftieth Series" 155,000,000 155,000,000 Series A due December 1, 2093 "Bonds of the Fifty-first Series" 375,000,000 375,000,000 ; and 49 Whereas, it is provided in Section 2.01 of the Original Indenture that the aggregate principal amount of bonds 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 pursuant to authorization by the Board of Directors and filed for record in all counties in which the mortgaged and pledged property is located, 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 $50,000,000; and Whereas, Section 1.01 of the aforesaid Sixth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $50,000,000 to $100,000,000; and Whereas, Section 1.01 of the aforesaid Twelfth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $100,000,000 to $200,000,000; and Whereas, Section 2.01 of the aforesaid Seventeenth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $200,000,000 to $300,000,000; and Whereas, Section 2.01 of the aforesaid Twenty-first Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $300,000,000 to $500,000,000; and Whereas, Section 2.01 of the aforesaid Twenty-seventh Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $500,000,000 to $1,000,000,000; and Whereas, Section 1.04 of the aforesaid Forty-ninth Supplemental Indenture increased the aggregate principal amount of bonds which may be secured by the Mortgage, including future advances and other indebtedness and sums, from $1,000,000,000 to $1,500,000,000; and Whereas, the Company heretofore executed and delivered to NationsBank of Georgia, National Association, as trustee (the "1993 Trustee"), an indenture, dated as of April 1, 1993, as supplemented (the "1993 Indenture"), which indenture constitutes a lien, junior to the lien of the Mortgage, on substantially all of the Company's property used or to be used in connection with its electric utility business, except premises, land and interests in land which have been specifically released from such liens from time to time or are specifically exempted therefrom, all to the extent provided in such indenture; and 50 Whereas, the Company, as Successor Corporation as aforesaid, by appropriate corporate action in conformity with the terms of the Original Indenture has duly determined to create a series of Bonds under the Original Indenture, to be issued under the name of the Company, to be designated as "First and Refunding Mortgage Bonds, Series B due December 31, 2093" (hereinafter sometimes referred to as the "bonds of the Fifty-second Series") and to be registered in the name of and delivered to the 1993 Trustee; and Whereas, all acts and things necessary to make the bonds of the Fifty-second Series, when authenticated by the Trustee and issued as in the Original Indenture and herein provided, valid, binding and legal obligations of the Company and to constitute the Original Indenture as heretofore supplemented and this Supplemental Indenture valid, binding and legal instruments for the security thereof, have been done and performed, and the execution and delivery of this Supplemental Indenture, and the creation, execution and issue of the bonds of the Fifty-second Series subject to the Original Indenture as heretofore and hereby supplemented, have in all respects been duly authorized; Now, therefore, in consideration of the premises and of the acceptance by the holders thereof of bonds of the Fifty-second Series, and to set forth the form and substance of the bonds of the Fifty-second Series and the terms, provisions and conditions thereof, the Company does hereby covenant and agree to and with the Trustee and its successor or successors in trust and its and their assigns forever for the benefit of those who shall hold the bonds of the Fifty-second Series, as follows: ARTICLE ONE BONDS OF THE FIFTY-SECOND SERIES AND CERTAIN PROVISIONS RELATING THERETO Section 1.01. A. Creation of bonds of the Fifty-second Series. There is hereby created a series of bonds designated First and Refunding Mortgage Bonds, Series B due December 31, 2093. Such bonds of the Fifty-second Series shall be issued by the Company in its name, shall be unlimited in principal amount, subject to the limitation on the maximum aggregate principal amount of bonds permitted to be secured by the Mortgage pursuant to Section 2.01 of the Original Indenture and Section 1.04 of the aforesaid Forty-ninth Supplemental Indenture ($1,500,000,000 as of the date hereof), as the same may hereafter be increased or decreased by amendment or supplement to the Mortgage, shall mature on December 31, 2093, unless previously redeemed pursuant to the provisions hereof, and shall be issuable only in fully registered form without coupons in denominations of $1,000 and any multiple thereof. The serial numbers of bonds of the Fifty- second Series shall be such as may be approved by any officer of the Company, the execution thereof by any such officer to be conclusive evidence of such approval. Bonds of the Fifty-second Series shall not bear interest. The principal of said bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the corporate trust offices of the 1993 Trustee. Bonds of the Fifty-second Series shall be dated as of their date of authentication, and shall be executed on behalf of the Company by its President or a Vice President by his manual signature or a facsimile thereof. 51 The bonds of the Fifty-second Series shall be issued by the Company, registered in the name of and delivered to the 1993 Trustee to provide for the payment when due (whether at maturity, by acceleration, or otherwise) of the principal of the Securities (as defined in the 1993 Indenture) to be issued from time to time by the Company under the 1993 Indenture. The bonds of the Fifty-second Series shall not be transferable by the 1993 Trustee, except to a successor trustee under the 1993 Indenture. Bonds of the Fifty-second Series may be transferred at the principal office of the Trustee in the Borough of Manhattan, the City of New York. The Company shall issue stop transfer instructions to such effect to the Trustee and/or any other transfer agent. B. Form of bonds of the Fifty-second Series. The bonds of the Fifty-second Series and the Trustee's authentication certificate to be executed on all of the bonds of the Fifty-second Series shall be substantially in the following forms, respectively: (Form of Bond of the Fifty-second Series) THIS BOND HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, MAY NOT BE TRANSFERRED WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION THEREFROM, AND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE UNDER THE INDENTURE, DATED AS OF APRIL 1, 1993, AS SUPPLEMENTED FROM TIME TO TIME, FROM SOUTH CAROLINA ELECTRIC & GAS COMPANY TO NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, AS TRUSTEE. 52 SOUTH CAROLINA ELECTRIC & GAS COMPANY First and Refunding Mortgage Bond, Series B due December 31, 2093 No. $ South Carolina Electric & Gas Company, a South Carolina corporation (hereinafter called the "Company"), for value received, hereby promises to pay to or registered assigns, the principal sum of Dollars on December 31, 2093, unless previously redeemed pursuant to the provisions hereof, without interest. The principal of this bond shall be payable at the offices of the trustee (the "1993 Trustee") under the Indenture dated as of April 1, 1993 as supplemented from time to time (the "1993 Indenture"), from the Company to NationsBank of Georgia, National Association, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by an indenture of mortgage or deed of trust dated as of January 1, 1945 (the "Original Indenture"), and indentures supplemental thereto, given by South Carolina Power Company to Central Hanover Bank and Trust Company (now Chemical Bank and hereinafter sometimes referred to as the "Trustee"), as trustee, and indentures supplemental thereto dated as of April 1, 1950, as of December 1, 1950, as of July 1, 1951, as of June 1, 1953, as of June 1, 1955, as of November 1, 1957, as of September 1, 1958, as of September 1, 1960, as of June 1, 1961, as of December 1, 1965, as of June 1, 1966, as of June 1, 1967, as of September 1, 1968, as of June 1, 1969, as of December 1, 1969, as of June 1, 1970, as of March 1, 1971, as of January 1, 1972, as of July 1, 1974, as of May 1, 1975, as of July 1, 1975, as of February 1, 1976, as of December 1, 1976, as of March 1, 1977, as of May 1, 1977, as of February 1, 1978, as of June 1, 1978, as of April 1, 1979, as of June 1, 1979, as of April 1, 1980, as of June 1, 1980, as of December 1, 1980, as of April 1, 1981, as of June 1, 1981, as of March 1, 1982, as of April 15, 1982, as of May 1, 1982, as of December 1, 1984, as of December 1, 1985, as of June 1, 1986, as of February 1, 1987, as of September 1, 1987, as of January 1, 1989, as of January 1, 1991, as of February 1, 1991, as of July 15, 1991, as of August 15, 1991, as of April 1, 1993, and as of July 1, 1993, respectively, given by the Company to said Trustee, to which Original Indenture and all indentures supplemental thereto (hereinafter referred to collectively as the "Indenture") reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security and the rights, duties and immunities thereunder of the Trustee and the rights of the holders of said bonds and of the Trustee and of the Company in respect of such security, and the limitations on such rights. By the terms of the Indenture, the bonds to be secured thereby are issuable in series which may vary as to date, amount, date of maturity, rate of interest and in other respects as in the Indenture provided. By the terms of the aforesaid supplemental indenture, dated as of April 1, 1950, the Company, among other things, assumed the due and punctual payment of the principal of, premium, if any, and interest on all of the 53 bonds of South Carolina Power Company then outstanding under the aforesaid indenture of mortgage or deed of trust, dated as of January 1, 1945, of South Carolina Power Company, as theretofore supplemented, and, except as therein provided, the due and punctual performance of all the covenants and agreements of South Carolina Power Company contained in said indenture of mortgage or deed of trust as so supplemented. Bonds of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any multiple thereof. This bond may be exchanged by the registered holder hereof, in person or by attorney duly authorized, at the principal office of the Trustee, in the Borough of Manhattan, City of New York, for a like aggregate principal amount of bonds of this series of any other authorized denomination or denominations, but only in the manner and subject to the conditions prescribed in the Indenture, upon the surrender and cancellation of this bond and the payment of any taxes or other governmental charges payable upon such exchange. Upon the giving of notice of redemption, by first class mail postage prepaid, not less than thirty nor more than forty-five days prior to the date fixed for redemption to each registered holder of a bond to be redeemed, in whole or in part, at the last address of such holder appearing on the registry books, any or all of the bonds of this series may be redeemed by the Company, at its option, or by operation of various provisions of the Indenture, at any time and from time to time, upon payment of the principal amount thereof. The bonds of this series shall also be redeemable, in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to the principal amount thereof, upon receipt by the Trustee of a written notice from the 1993 Trustee (i) delivered to the Trustee and the Company, (ii) signed by its President or a Vice President, (iii) stating that an Event of Default has occurred under the 1993 Indenture and is continuing and that, as a result, there then is due and payable a specified amount with respect to the 1993 Bonds, for the payment of which the 1993 Trustee has not received funds, and (iv) specifying the principal amount of the bonds of this series to be redeemed. Delivery of such notice shall constitute a waiver by the 1993 Trustee of notice of redemption under the Indenture. In case of certain defaults as specified in the Indenture, the principal of this bond may be declared or may become due and payable on the conditions, at the time, in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal of or premium, if any, or interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, to or against any incorporator, stockholder, director or officer, past, present or future, as such, of the Company, or of any predecessor or successor company, either directly or through the Company, or such predecessor or successor company, or otherwise, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture. 54 Subject to the restrictions noted hereon, this bond is transferable by the registered holder hereof, in person or by attorney duly authorized, at the principal office of the Trustee, in the Borough of Manhattan, the city of New York, but only in the manner and subject to the conditions prescribed in the Indenture, upon the surrender and cancellation of this bond and the payment of any taxes or other governmental charges payable upon such transfer, and upon any such transfer a new bond or bonds of the same series and for the same aggregate principal amount, in authorized denominations, will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner for the purpose of receiving payment and for all other purposes. This bond shall not be valid or become obligatory for any purpose unless and until it shall have been authenticated by the execution by the Trustee or its successor in trust under the Indenture of the certificate endorsed hereon. IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this bond to be executed in its name by its President or one of its Vice Presidents, by his manual signature or a facsimile thereof, and its corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries. Dated . . . . . . . . . . . . . . . . . . . . . . South Carolina Electric & Gas Company, By . . . . . . . . . Vice President and Treasurer Attest: . . . . . . . . . . . . . . . . . . . . . . . . . Secretary (FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE) TRUSTEE'S AUTHENTICATION CERTIFICATE This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture. as Trustee, By . . . . . . . . . . . . . . . Authorized Officer 55 Section 1.02. Redemption Provisions. Any or all of the bonds of the Fifty-second Series shall be redeemable, at the option of the Company, or by operation of various provisions of the Original Indenture, at any time and from time to time, prior to maturity, upon the giving of notice of redemption, by first class mail postage prepaid, not less than thirty nor more than forty-five days prior to the date fixed for redemption to each registered holder of a bond of the Fifty-second Series to be redeemed in whole or in part, at the last address of such holder appearing on the registry books, upon payment of the principal amount thereof. The bonds of the Fifty-second Series shall also be redeemable, in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to the principal amount thereof, upon receipt by the Trustee of a written notice from the 1993 Trustee (i) delivered to the Trustee and the Company, (ii) signed by its President or a Vice President, (iii) stating that an Event of Default has occurred under the 1993 Indenture and is continuing and that, as a result, there then is due and payable a specified amount with respect to the 1993 Bonds, for the payment of which the 1993 Trustee has not received funds, and (iv) specifying the principal amount of the bonds of the Fifty-second Series to be redeemed. Delivery of such notice shall constitute a waiver by the 1993 Trustee of notice of redemption under the Indenture. Section 1.03. Sinking Fund. From and after the time when the holders of all outstanding bonds of all series created prior to the bonds of the Fifteenth Series shall have consented thereto, the respective portions of the sinking fund requirement for any year which are measured by bonds of the Fifteenth through Twenty-second Series, bonds of the Twenty-fourth through Thirty- first Series, bonds of the Thirty-third Series, bonds of the Thirty-seventh Series, bonds of the Thirty-ninth Series, bonds of the Forty-first Series, bonds of the Forty-second Series, bonds of the Forty-fourth Series, bonds of the Forty-sixth Series, bonds of the Fiftieth Series, bonds of the Fifty-first Series and bonds of the Fifty-second Series or by bonds of any other series the holders of which shall have consented thereto may be satisfied by certifying to the Trustee unfunded net property additions in an amount equal to 166-2/3% of such portion of such sinking fund requirement; provided, further, however, that no unfunded net property additions shall be used to satisfy any portion of any sinking fund requirement unless there shall be delivered to the Trustee, with such certification, the applicable certificates, opinions of counsel, instruments and cash, if any, required by paragraphs (3), (4), (5), (7), (9) and (10) of Section 4.01 of the Original Indenture showing that the Company has unfunded net property additions equal to the amounts so certified. Section 1.04. Waiver of certain rights in respect of property additions. The Company covenants and agrees that the provisions of Section 3.01 of the Fourth Supplemental Indenture, dated as of April 1, 1950, shall remain in full force and effect so long as any bonds of the Fifty-second Series shall be outstanding under the Mortgage. 56 Section 1.05. Certain restriction on sale of property. The Company covenants and agrees that so long as any bonds of the Fifty-second Series shall be outstanding under the Mortgage it will not enter into any agreement with any governmental or public body, authority, agency or licensee, providing for the sale by the Company to such governmental or public body, authority, agency or licensee of any part of the mortgaged and pledged property for a consideration less than the current fair value of such property at the time of payment to the Company of such consideration. Section 1.06. Waiver of service charge for exchange or transfer of bonds of the Fifty-second Series. Notwithstanding the provisions of Section 2.05 of the Original Indenture, the Company covenants and agrees that so long as any bonds of the Fifty- second Series shall be outstanding under the Mortgage it will not impose any service charge for any new bond of the Fifty-second Series issued upon any exchange or transfer thereof as permitted by Section 2.06 of the Original Indenture, but the Company shall be entitled to receive funds sufficient to reimburse it for any tax or taxes or other governmental charge required to be paid by the Company in relation thereto. Section 1.07. Limitations on certain transfers of bonds of the Fifty-second Series. In case less than all of the bonds of the Fifty-second Series at the time outstanding are called for redemption, the Company shall not be required to transfer or exchange any bonds of the Fifty-second Series for a period of ten days before the mailing of a notice of redemption of bonds of the Fifty-second Series selected for redemption, to transfer or exchange any bond of the Fifty-second Series called for redemption in its entirety or to transfer or exchange any portion of a bond of the Fifty-second Series which portion has been called for redemption. ARTICLE TWO AMENDMENT OF MORTGAGE Section 2.01. Each holder of any bond of the Fifty-second Series, by his acceptance thereof, shall thereby consent that, at any time after the requisite consents, if any, of the holders of bonds of other series shall have been given as hereinafter provided, Article XVII of the Original Indenture shall be amended in the following respects: A. The introductory clause of Section 17.02, which presently reads "In each and every case provided for in this Article," shall be amended so as to read "In each and every case provided for in Section 17.01 above,". B. Section 17.02 shall be further amended by the addition of the following new paragraph immediately after the existing text, as amended by Paragraph A above: "Any supplemental indenture authorized by the provisions of Section 17.01 above may be executed by the Company and the Trustee without the consent of the holders of any of the bonds at the time outstanding, notwithstanding any of the provisions of Section 17.03 hereof." 57 C. There shall be inserted new Sections 17.03, 17.04 and 17.05, which Sections shall read as follows: "Section 17.03. With the consent (evidenced as provided in Section 12.01 hereof) of the holders of not less than sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of the bonds at the time outstanding which would be affected by the action proposed to be taken, the Company, when authorized by a resolution of its Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the bonds and coupons; provided, however, that anything in this Article to the contrary notwithstanding (a) the bondholders shall have no power (i) to extend the fixed maturity of any bonds, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or change in any manner provisions relating to the sinking fund or the redemption provisions of any series of bonds outstanding hereunder, without the express consent of the holder of each bond which would be so affected, or (ii) to reduce the aforesaid percentage of bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all bonds outstanding, or (iii) to permit the creation by the Company, after the date hereof, of any mortgage or pledge or lien in the nature thereof, ranking prior to or equal with the lien of this Indenture on any of the mortgaged property, or (iv) to deprive the holder of any bond outstanding hereunder of the lien of this Indenture on any of the mortgaged property; (b) no action hereinabove specified which would affect the rights of the holders of bonds of one or more but less than all series as evidenced by an opinion of counsel may be taken unless approved by holders of not less than sixty-six and two-thirds per centum (66 2/3%) in principal amount of outstanding bonds of such one or more series affected, but if any such action would affect the bonds of two or more series, the approval of such action on behalf of the holders of bonds of such two or more series may be approved by holders of not less than sixty-six and two-thirds per centum (66 2/3%) in aggregate principal amount of outstanding bonds of such two or more series, which approval need not include sixty-six and two-thirds per centum (66 2/3%) in principal amount of outstanding bonds of each of such series. Upon the request of the Company, accompanied by a copy of a resolution of its Board of Directors certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of any required evidence of the consent of bondholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the consent of the bondholders under this Section to approve the particular form of any proposed supplemental indenture. but it shall be sufficient if such consent shall approve the substance thereof. 58 Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall publish a notice, setting forth in general terms the substance of such supplemental indenture, at least once in a daily newspaper of general circulation in the Borough of Manhattan, The City of New York. Any failure of the Company to publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. "Section 17.04. Upon the execution of any supplemental indenture pursuant to the provisions of this Article, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, duties and obligations under this Indenture of the Company, the Trustee and the holders of bonds of all series outstanding thereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. "Section 17.05. Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new bonds so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered without cost to the holders of bonds then outstanding, upon surrender of such bonds and, in the case of coupon bonds, with all unmatured coupons and all matured coupons not fully paid, the new bonds so issued to be of an aggregate principal amount equal to the aggregate principal amount of those so surrendered." D. Section 17.03 shall be renumbered as Section 17.06. E. There shall be inserted a new Section 17.07, which Section shall read as follows: "Section 17.07. For all purposes of this Indenture, in any case in which the "sinking fund requirement" for any year (as such term is used in Section 2.12 of the Original Indenture as modified by any supplemental indenture) shall, because of the provisions of any supplemental indenture, include an amount in excess of one per centum (1%) of the aggregate principal amount of bonds of any series authenticated and delivered by the Trustee pursuant to the provisions of Articles III, IV and VI of the Original Indenture prior to January 1 of such year, to the extent that (i) the principal amount of bonds of such series deposited with the Trustee pursuant to said Section 2.12 in such year and/or the principal amount of bonds of such series purchased, paid or redeemed by the use of cash deposited pursuant to said Section 2.12 in such year, shall, as a result of the provisions of such supplemental indenture, exceed 59 (ii) an amount equal to one per centum (1%) of the aggregate principal amount of bonds of such series authenticated and delivered by the Trustee pursuant to the provisions of Articles III, IV and VI of the Original Indenture prior to January 1 of the year of such deposit of bonds and/or cash (after deducting from such aggregate principal amount of bonds of such series so authenticated, the principal amount of bonds of such series which, prior to such January 1, have been deposited with the Trustee for cancellation as the basis for the release of property or for the withdrawal of cash representing proceeds of released property or have been purchased, redeemed or paid at maturity by the use of proceeds of released property), from and after the time when all bonds of such series shall have ceased to be outstanding, such excess principal amount of bonds of such series shall be deemed not to have been cancelled or redeemed pursuant to the provisions of said Section 2.12 of the Original Indenture, but shall be deemed to have been redeemed pursuant to Section 9.01 of the Original Indenture." The amendments of Article XVII of the Original Indenture set forth above shall, subject to the Company and the Trustee entering into an indenture or indentures supplemental to the Original Indenture for the purpose of so amending said Article XVII, become effective at the earlier of (a) such date as no bonds created prior to the bonds of the Twenty-third Series shall remain outstanding or (b) such date as the holders of all then outstanding bonds of all series created prior to the bonds of the Twenty-third Series shall have consented thereto. No further vote or consent of the holders of bonds of the Twenty-third through Fifty-second Series shall be required to permit such amendments to become effective. ARTICLE THREE SUNDRY PROVISIONS Section 3.01. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and the Original Indenture as heretofore supplemented is hereby confirmed and adopted by the Company as its obligation. All terms used in this Supplemental Indenture shall be taken to have the same meaning as in the Original Indenture except in cases where the context clearly indicates otherwise. Section 3.02. All recitals in this Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture as heretofore supplemented in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company. 60 Section 3.03. Although this Supplemental Indenture is dated for convenience and for the purpose of reference as of July 1, 1993 the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgments hereto annexed. Section 3.04. Nothing in this Supplemental Indenture contained shall, or shall be construed to, confer upon any person other than a holder of bonds issued under the Mortgage, the Company and the Trustee any right or interest to avail himself of any benefit under any provision of the Mortgage. Section 3.05. This Supplemental Indenture may be simultaneously executed in several counterparts and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. Section 3.06. The headings of Articles, Sections and subsections contained in this Supplemental Indenture are included for convenient reference only and shall not be deemed to be a part of this Supplemental Indenture. Section 3.07. 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 (R.197, 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 both the Original Indenture, dated as of January 1, 1945, and all supplements and amendments thereto, consisting of Fifty-one Supplemental Indentures (and various other unnumbered, but recorded supplemental mortgages of after-acquired property for individual tracts or parcels), including the Fourth Supplemental Indenture, dated as of April 1, 1950, under which the Company assumed the Original Indenture as described on page two herein. The Original Indenture and the Fifty-one Supplemental Indentures and unnumbered supplements are recorded in the mortgage book of the appropriate counties; the Original Indenture and the Fourth Supplemental Indenture being recorded at the book and page numbers in such counties as set forth on Exhibit A attached hereto. The notice on the cover of this Fifty-second Supplemental Indenture is given pursuant to the aforesaid laws. Section 3.08. This 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. The debtor and its mailing address are South Carolina Electric & Gas Company, 1426 Main Street, Columbia, South Carolina 29218. The secured party and its address from which information concerning the security interest may be obtained are Chemical Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001. 61 ARTICLE FOUR REGARDING 1993 INDENTURE Section 4.01 Lien of 1993 Indenture. Certain of the mortgaged and pledged property under the Original Indenture and any supplements thereto has been subjected to the lien of that certain Indenture from Company to NationsBank of Georgia, National Association, dated as of April 1, 1993, as heretofore supplemented, and recorded prior to the recording hereof as shown in Exhibit B hereto. Reference is made to that certain Indenture, as supplemented, for a statement of the properties subject thereto. In Witness Whereof, South Carolina Electric & Gas Company has caused this Supplemental Indenture to be executed in its corporate name by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and Chemical Bank, to evidence its acceptance hereof, has caused this Supplemental Indenture to be executed in its corporate name by its President or one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, in several counterparts, all as of the day and year first above written. South Carolina Electric & Gas Company (Seal) By Vice President and Treasurer Attest: Secretary In the presence of: 62 CHEMICAL BANK (Seal) By Vice President Attest: Assistant Secretary In the presence of: 63 STATE OF SOUTH CAROLINA ) ss.: COUNTY OF RICHLAND ) Personally appeared before me Elaine S. Price, and, being duly sworn, made oath that she saw the corporate seal of South Carolina Electric & Gas Company affixed to the above written Supplemental Indenture, and that she also saw B. T. Horton, the Vice President and Treasurer, with Kevin B. Marsh, Secretary, of said South Carolina Electric & Gas Company sign and attest the same, and that she, deponent, with Sue A. Whitman, witnessed the execution and delivery thereof as the act and deed of South Carolina Electric & Gas Company. Elaine S. Price Subscribed and sworn to before me this 13th day of July, 1993. Sue A. Whitman Notary Public for South Carolina My Commission Expires December 7, 1997 STATE OF SOUTH CAROLINA ) ss.: COUNTY OF RICHLAND ) On this 13th day of July, in the year one thousand nine hundred and ninety-three, before me personally came B. T. Horton, to me known, who, being by me duly sworn, did depose and say that he resides at Columbia, South Carolina; that he is the Vice President and Treasurer of South Carolina Electric & Gas Company, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order. Sue A. Whitman Notary Public for South Carolina My Commission Expires December 7, 1997 (Notarial Seal) 64 STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) Personally appeared before me GLENN McKEEVER, and, being duly sworn, made oath that he saw the corporate seal of CHEMICAL BANK affixed to the above Supplemental Indenture, and that he also saw W. B. DODGE, Vice President, with DANIEL J. MAHONEY, Trust Officer, of said CHEMICAL BANK, sign and attest the same, and that he, deponent, with ANNE G. BRENNER, witnessed the execution and delivery thereof as the act and deed of CHEMICAL BANK. Subscribed and sworn to before me this 13th day of July, 1993. Glenn McKeever (NOTARIAL SEAL) Notary Public, State of No. Qualified in County Certificate filed in County Commission Expires STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On this 13th day of July, in the year one thousand nine hundred and ninety-three,before me personally came W. B. DODGE, to me known, who, being by me duly sworn, did depose and say that he resides at 3582 Kenora Place, Seaford, New York; that he is a Vice President of CHEMICAL BANK, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Notary Public, State of No. Qualified in County Certificate filed in County Commission Expires (NOTARIAL SEAL) 5 EX-3 4 Exhibit 4-G SOUTH CAROLINA ELECTRIC & GAS COMPANY TO NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, Trustee SECOND SUPPLEMENTAL INDENTURE (Supplemental To Indenture Dated As Of April 1, 1993) PROVIDING FOR FIRST MORTGAGE BONDS Dated as of June 15, 1993 THE INDENTURE OF SOUTH CAROLINA ELECTRIC & GAS COMPANY TO NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, AS 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 SECOND SUPPLEMENTAL INDENTURE THERETO IS SUBJECT TO, AND IS INTENDED TO TAKE ADVANTAGE OF, THE PROVISIONS OF SECTIONS 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. 66 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of June 15, 1993, 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 NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION, a national banking association, as trustee (herein called 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 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 indenture and this Second 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, may enter into one or more indentures supplemental to the Original Indenture, for various purposes including 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, the Company now desires to create additional series of Securities and to add to its covenants contained in the Mortgage certain other covenants to be observed by it; 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 Supplemental Indenture: PRINCIPAL PRINCIPAL AMOUNT AMOUNT SERIES ISSUED OUTSTANDING 0% Per Annum due 1993 "Bonds of the Original Series" $1,000 $1,000 7 5/8% Series due 2023 "Bonds of the First Series" $100,000,000 $100,000,000 ; and WHEREAS, the execution and delivery by the Company of this Second Supplemental Indenture, and the terms of the Securities, have been duly authorized by the Company as provided in the Mortgage; 67 THE PARTIES HEREBY COVENANT AND AGREE as follows: ARTICLE FIRST Additional Securities SECTION 1.01. Description of Series. There shall be one or more additional series of Securities designated "First Mortgage Bonds," to bear such further designations as hereafter provided, which series shall be unlimited in principal amount, subject to the limitation on the maximum aggregate principal amount of Securities permitted to be secured by the Mortgage pursuant to Section 201 of the Original Indenture ($5,000,000,000 as of the date hereof), as the same may hereafter be increased or decreased by amendment or supplement to the Mortgage. The forms of the Securities of each such Series shall be established by an Officer's Certificate delivered to the Trustee on or before the date of first authentication of Securities of each such Series and shall contain suitable provisions with respect to the matters hereinafter in this Article specified, including any further designation or descriptive title, the date or dates of Maturity for the Securities of each such Series, the rate or rates at which the Securities of each such Series shall bear interest, the date or dates on which such interest shall be payable, the date from which the Securities of each such Series shall bear interest if such date is not the date of first authentication of Securities of each such Series, and other matters permitted by Section 201 of the Mortgage. Such additional Securities shall be issued as fully registered Securities in denominations of One Thousand Dollars and, at the option of the Company, in any integral multiple or multiples thereof (the exercise of such option to be evidenced by the execution and delivery thereof). Unless otherwise provided in the Officer's Certificate establishing the form of the Securities of each such Series, the principal of, and premium, if any, and interest, if any, on the Securities of each such Series shall be payable at the office and agency of the Company in Atlanta, Georgia, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. The Securities of each such Series shall be dated as in the Mortgage provided. ARTICLE SECOND Miscellaneous SECTION 2.01. Definitions Subject to the amendments provided for in this Supplemental Indenture, the terms defined in the Original Indenture as heretofore supplemented shall, for all purposes of this 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 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 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 Supplemental Indenture. 68 SECTION 2.03. Successors and Assigns Whenever in this 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 agreements in this 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 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 Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in the 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 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 (S.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 both the Original Indenture, dated as of April 1, 1993, and the First Supplemental Indenture, dated as of June 1, 1993, and all supplements and amendments thereto. The Original Indenture and the First Supplemental Indenture are recorded in the counties and at the book and page numbers set forth on Exhibits A and B, respectively, attached hereto. The Notice on the cover of this Second Supplemental Indenture is given pursuant to the aforesaid laws. SECTION 2.07. Counterparts This 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. 69 IN WITNESS WHEREOF, South Carolina Electric & Gas Company has caused this Supplemental Indenture to be executed in its corporate name by its President or one of its Vice Presidents and its corporate seal to be hereunto affixed and to be attested by its Secretary or one of its Assistant Secretaries, and NationsBank of Georgia, National Association, to evidence its acceptance hereof, has caused this Supplemental Indenture to be executed in its corporate name by one of its Vice Presidents or Trust Officers and its corporate seal to be hereunto affixed and to be attested by one of its Vice Presidents or one of its Trust Officers, in several counterparts, all as of the day and year first above written. SOUTH CAROLINA ELECTRIC & GAS COMPANY By: Vice President and Treasurer Attest: Assistant Secretary In the presence of: 70 NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION By: Vice President Attest: Vice President In the presence of: 71 STATE OF SOUTH CAROLINA ) ) ss.: On the 25th day of June, 1993, personally appeared before me Cathy C. Boone, and, being duly sworn, made oath that she saw the corporate seal of South Carolina Electric & Gas Company affixed to the above written Indenture and that she also saw B. T. Horton, Vice President and Treasurer, with E. C. Roberts, Assistant Secretary, of said South Carolina Electric & Gas Company sign and attest the same, and that she, deponent, with Sue A. Whitman, witnessed the execution and delivery thereof as the act and deed of South Carolina Electric & Gas Company. Cathy C. Boone Subscribed and sworn to before me the 25th day of June, 1993. Notary Public for South Carolina My Commission expires December 7, 1997 72 STATE OF GEORGIA ) ) ss.: COUNTY OF FULTON ) On the 25 day of June 1993, personally appeared before me _______, and, being duly sworn, made oath that she saw the corporate seal of NationsBank of Georgia, National Association, affixed to the above written Indenture and that she also saw Harry G. Evans, Vice President, with _________________, Vice President, of said NationsBank of Georgia, National Association, sign and attest the same, and that she, deponent, with _______________, witnessed the execution and delivery thereof as the act and deed of NationsBank of Georgia, National Association. Subscribed and sworn to before me the 25 day of June, 1993. Notary Public for Georgia My Commission Expires______________ 73 EXHIBIT A The Collateral Trust Mortgage dated as of April 1, 1993 with NationsBank of Georgia, National Association, as Trustee, has been filed for the record and correctly indexed as a mortgage on real estate as of April 27, 1993, in the appropriate recording office in each of the following counties in the State of South Carolina: Real Estate County Mortgage BookPage 1. Abbeville 10-E 1 2. Aiken 1521 1 3. Allendale 81 360 4. Bamberg 105 1 5. Barnwell 225 1 6. Beaufort 543 2220 7. Berkeley 276 152 8. Calhoun 84 138 9. Charleston C-226 492 10. Chester 664 18 12. Colleton 529 124 13. Dorchester 1133 107 14. Edgefield 460 1 15. Fairfield 322 33 16. Greenwood 492 466 17. Hampton 185 73 18. Jasper 92 44 19. Kershaw 165 1 20. Lexington 2513 173 21. McCormick 89 96 22. Newberry 396 256 23. Orangeburg 598 0064 24. Richland M-1563 744 25. Saluda 262 328 26. Union 190 136 As the same may have been supplemented from time to time. 74 EX-4 5 Exhibit 5 SOUTH CAROLINA ELECTRIC & GAS COMPANY 1426 Main Street Columbia, South Carolina 29201 March 3, 1995 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Gentlemen: I refer to the proposed issue and sale from time to time in one or more series of up to $200,000,000 principal amount of First Mortgage Bonds (the "Bonds") by South Carolina Electric & Gas Company (the "Company"), with respect to which the Company proposes to file a Registration Statement on Form S-3 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and Rule 415 thereof. In connection therewith, I have examined (a) the proposed Registration Statement, dated March 3, 1995 (the "Registration Statement"), to which this opinion is attached as an exhibit; (b) the Indenture of Mortgage, dated as of January 1, 1945, made by South Carolina Power Company to Central Hanover Bank and Trust Company (now Chemical Bank), as trustee, as supplemented by three supplemental indentures thereto executed by South Carolina Power Company and by forty-nine supplemental indentures thereto executed by the Company (the "Class A Mortgage"); (c) the Indenture dated as of April 1, 1993 between the Company and NationsBank of Georgia, National Association, as trustee, as supplemented by two supplemental indentures thereto executed by the Company (the "Mortgage"); and (d) such other corporate documents, proceedings and matters of law as I have considered necessary. Based on the foregoing, I am of the opinion that, with respect to the Bonds of each series, when (a) the Registration Statement, and any amendments thereto, have become effective under the Securities Act of 1933, as amended, (b) the Mortgage has been qualified under the Trust Indenture Act of 1939, as amended, (c) an appropriate order relating to such Bonds has been obtained from The Public Service Commission of South Carolina, (d) the Board of Directors of the Company has authorized the issuance and sale of the Bonds of such series, (e) a prospectus supplement relating to such series has been filed with, or mailed for filing to, the Securities and Exchange Commission and (f) the Bonds of such series have been duly executed, authenticated, issued and delivered in accordance with the Mortgage and the corporate and governmental authorizations aforesaid, the Bonds of such series will be duly authorized and will constitute legal, valid and binding obligations of the Company and will be entitled to the benefits and security of the Mortgage. I hereby consent to filing of this opinion with the Registration Statement and to the use of my name under the caption "Experts" included therein. Sincerely, s/Asbury H. Gibbes Asbury H. Gibbes General Counsel SCANA Corporation 75 EX-5 6 Exhibit 12 SOUTH CAROLINA ELECTRIC & GAS COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES For Each of the Five Years Ended December 31, 1994 (Thousands of Dollars) Year Ended December 31, 1994 1993 1992 1991 1990 Fixed Charges as defined: Interest on long-term debt.................. $ 85,368 $ 77,975 $ 79,452 $ 73,474 $ 67,255 Amortization of debt premium, discount and expense (net).............................. 1,993 1,435 765 776 600 Interest on debt to affiliate............... 279 29 16 830 2,232 Other interest expense...................... 4,910 5,783 6,761 6,260 9,394 Interest component of rentals............... 2,692 2,823 923 885 948 Total Fixed Charges (A)................. $ 95,242 $ 88,045 $ 87,917 $ 82,225 $ 80,429 Earnings, as defined: Income...................................... $152,043 $145,968 $102,163 $122,836 $120,839 Income taxes................................ 82,716 80,738 50,158 67,863 66,389 Total fixed charges above................... 95,242 88,045 87,917 82,225 80,429 Total Earnings (B)...................... $330,001 $314,751 $240,238 $272,924 $267,657 Ratio of Earnings to fixed charges (B/A)...... 3.46 3.57 2.73 3.32 3.33
76 EX-6 7 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of South Carolina Electric & Gas Company on Form S-3 of the reports of Deloitte & Touche dated February 7, 1994 appearing in the Annual Report on Form 10-K of South Carolina Electric & Gas Company for the year ended December 31, 1993, and to the reference to Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is part of this Registration Statement. s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Columbia, South Carolina March 3, 1995 77 EX-7 8 Exhibit 24 POWER OF ATTORNEY The undersigned directors of South Carolina Electric & Gas Company (the "Company"), hereby appoint L. M. Gressette, Jr., W. B. Timmerman, and each of them severally, as the attorney-in-fact of the undersigned, to sign in the name and behalf of the undersigned, in any and all capacities stated therein, and to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a Registration Statement on Form S-3, and any and all amendments thereto, with respect to the issuance and sale from time to time of up to $200,000,000 of such Company's First Mortgage Bonds in one or more series. Dated February 15, 1994 Columbia, South Carolina s/B. L. Amick s/W. H. Hipp B. L. Amick W. H. Hipp Director Director s/W. B. Bookhart, Jr. s/B. D. Kenyon W. B. Bookhart, Jr. B. D. Kenyon Director Director s/H. M. Chapman s/F. C. McMaster H. M. Chapman F. C. McMaster Director Director s/J. B. Edwards s/Henry Ponder J. B. Edwards Henry Ponder Director Director s/E. T. Freeman s/J. B. Rhodes E. T. Freeman J. B. Rhodes Director Director s/B. A. Hagood s/E. C. Wall, Jr. B. A. Hagood E. C. Wall, Jr. Director Director 78 EX-8 9 Exhibit 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 58-0193243 (I.R.S. employer identification no.) 600 Peachtree Street, N.E. Suite 900 Atlanta, Georgia 30308 (Address of principal executive offices) (Zip Code) John T. Henderson NationsBank of Georgia, National Association Area Administration 6000 Feldwood Road College Park, Georgia 30349 (404) 774-6074 (Name, Address and telephone number of agent for service) with a copy to: NationsBank of Georgia, National Association Corporate Trust 600 Peachtree Street, Suite 900 Atlanta, GA 30308 SOUTH CAROLINA ELECTRIC & GAS COMPANY (Exact name of obligor as specified in its charter) South Carolina 57-0248695 (State of other jurisdiction (IRS Employer of incorporation or organization) identification no.) 1426 Main Street Columbia, South Carolina 29201 (803) 748-3000 (Name, address, including zip code, and telephone number, including area code, of principal executive office) First Mortgage Bonds (Title of the indenture securities) 79 1. General information. Furnish the following information as to the trustee- (a) Name and address of each examining or supervising authority to which it is subject. The Comptroller of the Currency, Washington, D.C. Federal Reserve Bank of Atlanta 104 Marietta Street, N.W. Atlanta, Georgia Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with obliger. If the obligor is an affiliate of the trust, describe each such affiliation. None. 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. (1) A copy of the Articles of Association of the trustee as now in effect. (See Exhibit 1 to Form T-1, Exhibit 25 to Registration No. 33-50233, which is incorporated herein by reference.) (2) A copy of the certificate of authority of the trustee to commence business. (3) A copy of the authorization of the trustee to exercise corporate trust powers. (4) A copy of the existing by-laws of the trustee, as amended to date. (See Exhibit 4 to Form T-1, Exhibit 25 to Registration No. 33-50233, which is incorporated herein by reference.) (6) The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939. (7) A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 80 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, NationsBank of Georgia, National Association, a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and the State of Georgia, on the 2nd day of March, 1995. NATIONSBANK OF GEORGIA NATIONAL ASSOCIATION By: s/Elizabeth Talley Elizabeth Talley Assistant Vice President 81 EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trustee Indenture Act of 1939 in connection with the proposed issuance of South Carolina Electric & Gas Company First Mortgage Bonds, NationsBank of Georgia, National Association hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. NATIONSBANK OF GEORGIA NATIONAL ASSOCIATION By: s/Elizabeth Talley Elizabeth Talley Assistant Vice President 82 EXHIBIT 2 TO FORM T-1 Comptroller of the Currency Administrator of National Banks Washington, D. C. 20219 CERTIFICATE I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq. as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations. 2. "NationsBank of Georgia, National Association", Atlanta, Georgia, (Charter No. 13068), a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this 27th day of October, 1994. s/Eugene A. Ludwig Comptroller of the Currency 83 EXHIBIT 3 TO FORM T-1 Comptroller of the Currency Administrator of National Banks Washington, D. C. 20219 Certification of Fiduciary Powers I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify the records of this Office evidence "NationsBank of Georgia, National Association", Atlanta, Georgia, (Charter No. 13068), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of The Act of Congress approved September 29, 1962, 76 Stat. 668, 12 U.S.C. 92a. I further certify the authority so granted remains in full force and effect. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of Office of the Comptroller of the Currency to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this 27th day of October, 1994. s/Eugene A. Ludwig Comptroller of the Currency 84 EXHIBIT 7 TO FORM T-1 Comptroller of the Currency Administrator of National Banks REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the NationsBank of Georgia, N.A. of Atlanta, in the state of Georgia, at the close of business on December 31, 1994 published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 13281, Comptroller of the Currency, Atlanta District. Statement of Resources and Liabilities Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin...... 1,461,889 Securities: Held-to-maturity securities........................... 2,262,381 Available-for-sale securities......................... 1,704,228 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold.................................... 327,598 Securities purchased under agreements to resell....... 50,963 Loans and lease financing receivables: Loans and leases, net of unearned income..........10,515,223 LESS: Allowance for loan and lease losses........ 144,407 Loans and leases, net of unearned income, allowance, and reserve............................... 10,370,816 Assets held in trading accounts.......................... 17,966 Premises and fixed assets (including capitalized leases). 185,993 Other real estate owned.................................. 7,316 Customer' liability to this bank on acceptances outstanding............................................ 185,160 Intangible assets........................................ 39,069 Other assets............................................. 170,761 Total assets............................................. 16,784,140 85 LIABILITIES Deposits: In domestic offices....................................... 8,563,349 Noninterest-bearing.......................................2,854,657 Interest-bearing..........................................5,708,692 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased.............................. 5,493,214 Securities sold under agreements to repurchase....... 305,789 Demand notes issued to the U.S. Treasury............... 49,994 Trading Liabilities.................................... 4,846 Other borrowed money: With original maturity of one year or less......... 144,728 With original maturity of more than one year....... 492 Bank's liability on acceptances executed and outstanding........................................... 185,160 Subordinated notes and debentures...................... 270,000 Other liabilities...................................... 706,065 Total liabilities...................................... 15,723,637 EQUITY CAPITAL Common stock........................................... 97,747 Surplus................................................ 232,803 Undivided profits and capital reserves................. 768,850 Less: Net unrealized gains (losses) on available-for-sale securities............................................ (38,897) Total equity capital................................... 1,060,503 Total liabilities, limited-life preferred stock, and equity capital............................................... 16,784,140 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. Jim Lientz Hugh M. Chapman Directors Ken Lewis 86 -----END PRIVACY-ENHANCED MESSAGE-----