SUPPLEMENTAL INDENTURE
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DATED JUNE 1, 1998
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NORTHERN ILLINOIS GAS COMPANY
TO
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
TRUSTEE UNDER INDENTURE DATED AS OF
JANUARY 1, 1954 AND SUPPLEMENTAL
INDENTURES THERETO
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FIRST MORTGAGE BONDS
5 3/4% SERIES DUE JUNE 1, 2003
This instrument was prepared by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Return to: Nicor Gas Company
Attn: ▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
THIS SUPPLEMENTAL INDENTURE, dated the first day of June, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ GAS COMPANY, a corporation organized and existing under the laws
of the State of Illinois (hereinafter called the "Company"), and ▇▇▇▇▇▇
TRUST AND SAVINGS BANK, an Illinois banking corporation, (hereinafter
called the "Trustee"), as Trustee under an Indenture dated as of January 1,
1954, as supplemented by Supplemental Indentures dated, respectively,
February 9, 1954, April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963,
July 1, 1963, August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966,
July 1, 1967, June 1, 1968, December 1, 1969, August 1, 1970, June 1, 1971,
July 1, 1972, July 1, 1973, April 1, 1975, April 30, 1976, April 30, 1976,
July 1, 1976, August 1, 1976, December 1, 1977, January 15, 1979, December
1, 1981, March 1, 1983, October 1, 1984, December 1, 1986, March 15, 1988,
July 1, 1988, July 1, 1989, July 15, 1990, August 15, 1991, July 15, 1992,
February 1, 1993, March 15, 1993, May 1, 1993, July 1, 1993, August 15,
1994, October 15, 1995, May 10, 1996, August 1, 1996, June 1, 1997, October
15, 1997 and February 15, 1998, such Indenture dated as of January 1, 1954,
as so supplemented, being hereinafter called the "Indenture."
WITNESSETH:
WHEREAS, the Indenture provides for the issuance from time to time
thereunder, in series, of bonds of the Company for the purposes and subject to
the limitations therein specified; and
WHEREAS, the Company desires, by this Supplemental Indenture, to create an
additional series of bonds to be issuable under the Indenture, such bonds to be
designated "First Mortgage Bonds, 5 3/4% Series due June 1, 2003" (hereinafter
called the "bonds of this Series"), and the terms and provisions to be contained
in the bonds of this Series or to be otherwise applicable thereto to be as set
forth in this Supplemental Indenture; and
WHEREAS, the forms, respectively, of the bonds of this Series, and
Trustee's certificate to be endorsed on all bonds of this Series, are to be
substantially as follows:
(FORM OF FACE OF BOND)
NO. RU _____ $________
NORTHERN ILLINOIS GAS COMPANY
FIRST MORTGAGE BOND, 5 3/4% SERIES DUE JUNE 1, 2003
NORTHERN ILLINOIS GAS COMPANY, an Illinois corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to
or registered assigns, the sum of
Dollars, on the first day of June, 2003, and to pay to the
registered owner hereof interest on said sum from the date hereof until said sum
shall be paid, at the rate of five and three quarters per centum (5 3/4%) per
annum, payable semiannually on the first
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day of June and the first day of December in each year. Both the principal of
and the interest on this bond shall be payable at the office or agency of the
Company in the City of Chicago, State of Illinois, or, at the option of the
registered owner, at the office or agency of the Company in the Borough of
Manhattan, The City and State of New York, in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts. Any installment of interest on the bonds may, at
the Company's option, be paid by mailing checks for such interest payable to or
upon the written order of the person entitled thereto to the address of such
person as it appears on the registration books.
So long as there is no existing default in the payment of interest on this
bond, the interest so payable on any interest payment date will be paid to the
person in whose name this bond is registered on the May 15 or the November 15
(whether or not a business day), as the case may be, next preceding such
interest payment date. If and to the extent that the Company shall default in
the payment of interest due on such interest payment date, such defaulted
interest shall be paid to the person in whose name this bond is registered on
the record date fixed, in advance, by the Company for the payment of such
defaulted interest.
Additional provisions of this bond are set forth on the reverse hereof.
This bond shall not be entitled to any security or benefit under the
Indenture or 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, Northern Illinois Gas Company has caused this bond to
be executed in its name by its Chairman, President, or a Vice President,
manually or by facsimile signature, and has caused its corporate seal to be
impressed hereon or a facsimile thereof to be imprinted hereon and to be
attested by its Secretary or its Assistant Secretary, manually or by facsimile
signature.
Dated
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NORTHERN ILLINOIS GAS COMPANY
By
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President
ATTEST:
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Secretary
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(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)
This bond is one of the bonds of the series designated therein, referred to
and described in the within-mentioned Supplemental Indenture dated June 1, 1998.
▇▇▇▇▇▇ TRUST AND SAVINGS,
TRUSTEE
By
---------------------------------
Authorized Officer
(FORM OF REVERSE SIDE OF BOND)
This bond is one, of the series hereinafter specified, of the bonds issued
and to be issued in series from time to time under and in accordance with and
secured by an Indenture dated as of January 1, 1954, to ▇▇▇▇▇▇ Trust and Savings
Bank, as Trustee, as supplemented by certain indentures supplemental thereto,
executed and delivered to the Trustee; and this bond is one of a series of such
bonds, designated "Northern Illinois Gas Company First Mortgage Bonds, 5 3/4%
Series due June 1, 2003" (herein called "bonds of this Series"), the issuance of
which is provided for by a Supplemental Indenture dated June 1, 1998
(hereinafter called the "Supplemental Indenture"), executed and delivered by the
Company to the Trustee. The term "Indenture", as hereinafter used, means said
Indenture dated as of January 1, 1954, and all indentures supplemental thereto
from time to time in effect. Reference is made to the Indenture for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders and registered owners of said bonds, of the
Company and of the Trustee in respect of the security, and the terms and
conditions governing the issuance and security of said bonds.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, modifications or alterations of the Indenture or of
any supplemental indenture and of the rights and obligations of the Company and
of the holders and registered owners of the bonds may be made, and compliance
with any provision of the Indenture or of any supplemental indenture may be
waived, by the affirmative vote of the holders and registered owners of not less
than sixty-six and two-thirds per centum (66 2/3%) in principal amount of the
bonds then outstanding under the Indenture, and by the affirmative vote of the
holders and registered owners of not less than sixty-six and two-thirds per
centum (66 2/3%) in principal amount of the bonds of any series then outstanding
under the Indenture and affected by such modification or alteration, in case one
or more but less than all of the series of bonds then outstanding under the
Indenture are so affected, but in any case excluding bonds disqualified from
voting by reason of the Company's interest therein as provided in the Indenture;
subject, however, to the condition, among other conditions stated in the
Indenture, that no such modification or alteration shall be made which, among
other things, will permit the
4
extension of the time or times of payment of the principal of or the interest on
this bond, or the reduction in the principal amount hereof or in the rate of
interest hereon, or any other modification in the terms of payment of such
principal or interest, which terms of payment are unconditional, or, otherwise
than as permitted by the Indenture, the creation of any lien ranking prior to or
on a parity with the lien of the Indenture with respect to any of the mortgaged
property, all as more fully provided in the Indenture.
The bonds of this Series may not be called for redemption by the Company.
In case of certain completed defaults specified in the Indenture, the
principal of this bond may be declared or may become due and payable in the
manner and with the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
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, officer
or director, past, present or future, of the Company or of any predecessor or
successor corporation, either directly or through the Company or such
predecessor or successor corporation, 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 being
waived and released by the registered owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the Indenture, all
as more fully provided therein.
This bond is transferable by the registered owner hereof, in person or by
duly authorized attorney, at the office or agency of the Company in the City of
Chicago, State of Illinois, or, at the option of the registered owner, at the
office or agency of the Company in the Borough of Manhattan, The City and State
of New York, upon surrender and cancellation of this bond; and thereupon a new
registered bond or bonds without coupons of the same aggregate principal amount
and series will, upon the payment of any transfer tax or taxes payable, be
issued to the transferee in exchange herefor. The Company shall not be required
to exchange or transfer this bond if this bond or a portion hereof has been
selected for redemption.
(END OF BOND FORM)
and
WHEREAS, all acts and things necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid, binding and legal instrument in
accordance with its terms and for the purposes herein expressed, have been done
and performed, and the execution and delivery of this Supplemental Indenture
have in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar paid by the Trustee to the Company, and for other good and valuable
considerations, the receipt of which is hereby acknowledged, for the purpose of
securing the due and punctual payment of the principal of and the interest and
premium, if any, on all bonds
5
which shall be issued under the Indenture, and for the purpose of securing the
faithful performance and observance of all the covenants and conditions set
forth in the Indenture and in all indentures supplemental thereto, the Company
by these presents does grant, bargain, sell, transfer, assign, pledge, mortgage,
warrant and convey unto ▇▇▇▇▇▇ Trust and Savings Bank, as Trustee, and its
successor or successors in the trust hereby created, all property, real and
personal (other than property expressly excepted from the lien and operation of
the Indenture), which, at the actual date of execution and delivery of this
Supplemental Indenture, is solely used or held for use in the operation by the
Company of its gas utility system and in the conduct of its gas utility business
and all property, real and personal, used or useful in the gas utility business
(other than property expressly excepted from the lien and operation of the
Indenture) acquired by the Company after the actual date of execution and
delivery of this Supplemental Indenture or (subject to the provisions of Section
16.03 of the Indenture) by any successor corporation after such execution and
delivery, and it is further agreed by and between the Company and the Trustee as
follows:
ARTICLE I
BONDS OF THIS SERIES
SECTION 1. The bonds of this Series shall, as hereinbefore recited, be
designated as the Company's "First Mortgage Bonds, 5 3/4% Series due June 1,
2003." The bonds of this Series which may be issued and outstanding shall not
exceed $50,000,000 in aggregate principal amount, exclusive of bonds of such
series authenticated and delivered pursuant to the provisions of Section 4.12 of
the Indenture.
SECTION 2. The bonds of this Series shall be registered bonds without
coupons, and the form of such bonds, and of the Trustee's certificate of
authentication to be endorsed on all bonds of this Series, shall be
substantially as hereinbefore recited, respectively.
SECTION 3. The bonds of this Series shall be issued in the denomination of
$1,000 each and in such multiple or multiples thereof as shall be determined and
authorized by the Board of Directors of the Company or by any officer or
officers of the Company authorized by the Board of Directors to make such
determination, the authorization of the denomination of any bond to be
conclusively evidenced by the execution thereof on behalf of the Company. The
bonds of this Series shall be numbered, RU-1 and consecutively upwards, or in
such other appropriate manner as shall be determined and authorized by the Board
of Directors of the Company.
All bonds of this Series shall be dated June 1, 1998, except that each bond
issued on or after the first payment of interest thereon shall be dated as of
the date of the interest payment date thereof to which interest shall have been
paid on the bonds of such series next preceding the date of issue, unless issued
on an interest payment date to which interest shall have been so paid, in which
event such bonds shall be dated as of the date of issue; provided, however, that
bonds issued on or after May 15 and before the next succeeding June 1 or on or
after November 15 and before the next succeeding
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December 1 shall be dated the next succeeding interest payment date if interest
shall have been paid to such date. All bonds of this Series shall mature June 1,
2003, and shall bear interest at the rate of 5 3/4% per annum until the
principal thereof shall be paid. Such interest shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months and shall be payable
semiannually on the first day of June and the first day of December in each
year. So long as there is no existing default in the payment of interest on the
bonds of this Series, such interest shall be payable to the person in whose name
each such bond is registered on the May 15 or the November 15 (whether or not a
business day), as the case may be, next preceding the respective interest
payment dates; provided, however, if and to the extent that the Company shall
default in the payment of interest due on such interest payment date, such
defaulted interest shall be paid to the person in whose name each such bond is
registered on the record date fixed, in advance, by the Company for the payment
of such defaulted interest.
The principal of and interest on the bonds of this Series shall be payable
in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, and shall
be payable at the office or agency of the Company in the City of Chicago, State
of Illinois, or, at the option of the registered owner, at the office or agency
of the Company in the Borough of Manhattan, The City and State of New York. Any
installment of interest on the bonds may, at the Company's option, be paid by
mailing checks for such interest payable to or upon the written order of the
person entitled thereto to the address of such person as it appears on the
registration books. The bonds of this Series shall be registrable, transferable
and exchangeable in the manner provided in Sections 4.08 and 4.09 of the
Indenture, at either of such offices or agencies.
SECTION 4. The bonds of this Series may not be called for redemption by the
Company.
SECTION 5. No sinking fund is to be provided for the bonds of this Series.
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ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 1. This Supplemental Indenture is executed by the Company and the
Trustee pursuant to provisions of Section 4.02 of the Indenture and the terms
and conditions hereof shall be deemed to be a part of the terms and conditions
of the Indenture for any and all purposes. The Indenture, as heretofore
supplemented and as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed.
SECTION 2. This Supplemental Indenture shall bind and, subject to the
provisions of Article XVI of the Indenture, inure to the benefit of the
respective successors and assigns of the parties hereto.
SECTION 3. Although this Supplemental Indenture is dated June 1, 1998, it
shall be effective only from and after the actual time of its execution and
delivery by the Company and the Trustee on the date indicated by their
respective acknowledgments hereto annexed.
SECTION 4. This Supplemental Indenture may be simultaneously executed in
any number of counterparts, and all such counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Northern Illinois Gas Company has caused this
Supplemental Indenture to be executed in its name by its President, a Vice
President, or Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or its Assistant Secretary, and ▇▇▇▇▇▇ Trust and
Savings Bank, as Trustee under the Indenture, has caused this Supplemental
Indenture to be executed in its name by one of its Vice Presidents, and its seal
to be hereunto affixed and attested by one of its Assistant Secretaries, all as
of the day and year first above written.
NORTHERN ILLINOIS GAS COMPANY
BY
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Senior Vice President,
Secretary and Controller
ATTEST:
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Assistant Secretary
▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
as Trustee
BY
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Vice President
ATTEST:
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Assistant Secretary
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STATE OF ILLINOIS SS:
COUNTY OF DUPAGE
I, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in the State aforesaid, DO HEREBY
CERTIFY that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice President, Secretary and Controller
of Northern Illinois Gas Company, an Illinois corporation, one of the parties
described in and which executed the foregoing instrument, and ▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Assistant Secretary of said corporation, who are both personally known
to me to be the same persons whose names are subscribed to the foregoing
instrument as such Senior Vice President, Secretary and Controller and Assistant
Secretary, respectively, and who are both personally known to me to be the
Senior Vice President, Secretary and Controller and the Assistant Secretary,
respectively, of said corporation, appeared before me this day in person and
severally acknowledged that they signed, sealed, executed and delivered said
instrument as their free and voluntary act as such Senior Vice President,
Secretary and Controller and Assistant Secretary, respectively, of said
corporation, and as the free and voluntary act of said corporation, for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this 3rd day of June A.D. 1998.
Notary Public
My Commission expires August 4, 2001
9
STATE OF ILLINOIS SS:
COUNTY OF ▇▇▇▇
I, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that ▇. ▇▇▇▇▇▇▇▇▇, Vice President of ▇▇▇▇▇▇ Trust
and Savings Bank, an Illinois banking corporation, one of the parties described
in and which executed the foregoing instrument, and ▇. ▇. ▇▇▇▇▇▇▇, an Assistant
Secretary of said banking association, who are both personally known to me to be
the same persons whose names are subscribed to the foregoing instrument as such
Vice President and Assistant Secretary, respectively, and who are both
personally known to me to be a Vice President and an Assistant Secretary,
respectively, of said banking association, appeared before me this day in person
and severally acknowledged that they signed, sealed, executed and delivered said
instrument as their free and voluntary act as such Vice President and Assistant
Secretary, respectively, of said banking association, and as the free and
voluntary act of said banking association, for the uses and purposes therein set
forth.
GIVEN under my hand and notarial seal this 3rd day of June A.D. 1998.
Notary Public
My Commission expires May 21, 2001
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RECORDING DATA
This Supplemental Indenture was recorded on June 4 and 5, 1998, in the
office of the Recorder of Deeds in certain counties in the State of Illinois, as
follows:
COUNTY BOOK PAGE DOCUMENT NO.
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▇▇▇▇▇
▇▇▇▇▇
Bureau
▇▇▇▇▇▇▇
Champaign
▇▇▇▇
DeKalb
▇▇▇▇▇▇
DuPage
Ford
Grundy
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
Iroquois
▇▇ ▇▇▇▇▇▇▇
▇▇▇▇
Kankakee
▇▇▇▇▇▇▇
▇▇▇▇
La Salle
▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
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Rock Island
▇▇▇▇▇▇▇▇▇▇
Tazewell
Vermillon
Whiteside
Will
Winnebago
Woodford