EXHIBIT 4.19
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Supplemental Indenture
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DATED
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NORTHERN ILLINOIS GAS COMPANY
TO
BNY MIDWEST TRUST COMPANY
TRUSTEE UNDER INDENTURE DATED AS OF
JANUARY 1, 1954 AND SUPPLEMENTAL
INDENTURES THERETO
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FIRST MORTGAGE BONDS
% SERIES DUE
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This instrument was prepared by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Return to: Nicor Gas
Attn: ▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
THIS SUPPLEMENTAL INDENTURE, dated the day of , , between NORTHERN
ILLINOIS GAS COMPANY, a corporation organized and existing under the laws of the
State of Illinois (hereinafter called the "Company"), and BNY MIDWEST TRUST
COMPANY, an Illinois trust company, (hereinafter called the "Trustee"), as
successor 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, Apri1 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, February 15, 1998,
June 1, 1998, February 1, 1999, February 1, 2001 and May 15, 2001, 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, % Series due , " (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, % Series due ,
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 day of , , 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 per centum (%) per annum,
payable semiannually on the day of and the day of 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 o f 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 or the (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.
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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
NORTHERN ILLINOIS GAS COMPANY
BY___________________________________
President
ATTEST:
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Secretary
(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
BNY MIDWEST TRUST COMPANY, 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 BNY Midwest Trust
Company, 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, % Series
due , " (herein called "bonds of this Series"), the issuance of which is
provided for by a Supplemental Indenture dated , (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
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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 (662/3%) 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 extension of the time or times of
payment of the principal of or the interest or the premium, if any, on this
bond, or the reduction in the principal amount hereof or in the rate of interest
or the amount of any premium hereon, or any other modification in the terms of
payment of such principal, interest or premium, 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.
(Alternative Redemption Provisions)
[The bonds of this Series may not be called for redemption by the Company
prior to On , and thereafter until maturity on , , upon
notice hereinafter stated and in the manner and with the effect provided in the
Indenture, the bonds of this Series are redeemable at the option of the Company,
as a whole at any time or in part from time to time prior to the maturity
thereof, at the applicable redemption price (expressed as a percentage of
principal amount) set forth below under "General Redemption Prices," plus
accrued and unpaid interest to the redemption date:
General Redemption Prices
---------------------------------------------------
If Redeemed During Twelve Months'
Period Beginning :
---------------------------------------------------
(The years and the percentages of prinicpal amount set froth under "General
Redemption Prices" in Section 4 of Article I of this Supplemental Indenture are
to be inserted here).]
[The bonds of this Series may not be called for redemption by the Company
prior to . On, and thereafter until maturity on , , the bonds of
this Series, upon the notice hereinafter stated and in the manner and with the
effect provided in the Indenture, will be redeemable at the option of the
Company, as a whole at any time or in part from time to time, at 100% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date.]
[The bonds of this Series may be called for redemption by the Company, as a
whole at any time or in part from time to time, at a redemption price equal to
the greater of (i) 100% of the principal amount of the bonds of this Series to
be redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the
date of redemption) discounted, at the then current Treasury Rate (as defined in
the Supplemental Indenture) plus basis points, to the date of redemption on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
plus in each case, accrued and unpaid interest on the principal amount being
redeemed to the date of redemption.]
Notice of each redemption shall be mailed to all registered owners not less
than thirty nor more than forty-five days before the redemption date.
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 or the premium, if any, on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, to or against
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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 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 BNY Midwest Trust
Company, 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, % Series due , "
The bonds of this Series which may be issued and outstanding shall not exceed
$ ,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
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execution thereof on behalf of the Company. The bonds of this Series shall be
numbered, RU-l 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 , , 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 and before the next succeeding or on or after
and before the next succeeding 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 , and shall bear interest at the rate of
% 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 day of and the day of 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 or (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 and premium, if any, 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.
(Alternative Redemption Provisions)
[SECTION 4. The bonds of this Series may not be called for redemption by
the Company prior to . On , and thereafter until maturity on , ,
upon the mailing of notice and in the manner provided in Section 7.01 of the
Indenture (except that no published notice shall be required for the bonds of
this Series), and with the effect provided in Section 7.02 thereof, the bonds of
this Series shall be redeemable at the option of the Company, as a whole at any
time or in part from time to time prior to the maturity thereof, at the
applicable redemption price (expressed as a percentage of principal amount) set
forth below under "General Redemption Prices," plus accrued and unpaid interest
to the redemption date:
General Redemption Prices
---------------------------------------------------
If Redeemed During Twelve Months'
Period Beginning :
---------------------------------------------------
YEAR PERCENTAGE YEAR PERCENTAGE
---- ---------- ---- ----------
% % ]
[SECTION 4. The bonds of this Series may not be called for redemption by
the Company prior to . On , and thereafter until maturity on ,
, the bonds of this Series, upon the mailing of notice and in the manner
provided in Section 7.01 of the Indenture (except that no published notice shall
be required for the bonds of this Series) and with the effect provided in
Section 7.02
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thereof, will be redeemable at the option of the Company, as a whole at any time
or in part from time to time, at 100% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date.]
[SECTION 4. The bonds of this Series, upon the mailing of notice and in the
manner provided in Section 7.01 of the Indenture (except that no published
notice shall be required for the bonds of this Series) and with the effect
provided in Section 7.02 thereof, shall be redeemable at the option of the
Company, as a whole at any time or in part from time to time, at a redemption
price equal to the greater of (i) 100% of the principal amount of the bonds of
this Series to be redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted, at the then current
Treasury Rate plus basis points, to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) plus in each
case, accrued and unpaid interest on the principal amount being redeemed to the
date of redemption.
"Treasury Rate" means, for any redemption date, (i) the yield, under the
heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the remaining term of the bonds of this Series, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price. The Treasury Rate shall be calculated on the third Business Day
preceding the redemption date.
"Business Day" means, for the purpose of this Section 4, any day other than
a Saturday or Sunday and other than a day on which banking institutions in
Chicago, Illinois, or New York, New York, are authorized or obligated by law or
executive order to close.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the bonds of this Series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the bonds of this Series.
"Comparable Treasury Price" means the average of two Reference Treasury
Dealer Quotations obtained with respect to any redemption date.
"Independent Investment Banker" means or one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Company.
"Reference Treasury Dealer" means and their successors;
provided, however, that if any of the foregoing or their successors shall cease
to be a primary United States government securities dealer (a "Primary Treasury
Dealer"), the Company will substitute for it another nationally recognized
investment bank that is a Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.]
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SECTION 5. No sinking fund is to be provided for the bonds of this Series.
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 , , 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 BNY Midwest Trust
Company, as Trustee under the Indenture, has caused this Supplemental Indenture
to be executed in its name by one of its Assistant 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
------------------------------------
Vice President and Treasurer
ATTEST:
----------------------------------
Assistant Secretary
BNY MIDWEST TRUST COMPANY,
as Trustee
BY
------------------------------------
Assistant Vice President
ATTEST:
----------------------------------
Assistant Secretary
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STATE OF ILLINOIS } SS:
COUNTY OF }
I , a Notary Public in the State aforesaid, DO HEREBY CERTIFY
that , Vice President and Treasurer 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 Vice President and Treasurer and
Assistant Secretary, respectively, and who are both personally known to me to be
Vice President and Treasurer 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 Vice President and Treasurer 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 day of , A.D.
------------------------------------------
Notary Public
My Commission expires ,
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STATE OF ILLINOIS } SS:
COUNTY OF }
I, , a Notary Public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that , Assistant Vice President of BNY
Midwest Trust Company, an Illinois trust company, one of the parties described
in and which executed the foregoing instrument, and , an Assistant
Secretary of said trust company, who are both personally known to me to be the
same persons whose names are subscribed to the foregoing instrument as such
Assistant Vice President and Assistant Secretary, respectively, and who are both
personally known to me to be an Assistant Vice President and an Assistant
Secretary, respectively, of said trust company, 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 Assistant Vice
President and Assistant Secretary, respectively, of said trust company, and as
the free and voluntary act of said trust company, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal this day of , A.D.
------------------------------------------
Notary Public
My Commission expires ,
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RECORDING DATA
This Supplemental Indenture was recorded on and , , 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
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Champaign
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DeKalb
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DuPage
Ford
Grundy
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Iroquois
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Kankakee
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La Salle
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Rock Island
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Tazewell
Vermillon
Whiteside
Will
Winnebago
Woodford
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