Nicor Gas
Form 10-Q
Exhibit 4.01
SUPPLEMENTAL INDENTURE
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DATED OCTOBER 15, 1997
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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
7 3/8% SERIES DUE OCTOBER 15, 2027
This instrument was prepared by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇-
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Return to: Northern Illinois Gas Company
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
This Supplemental Indenture, dated the fifteenth day of October, ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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, Febru-
ary 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, Febru-
ary 1, 1993, March 15, 1993, May 1, 1993, July 1, 1993, August 15, 1994, Oc-
▇▇▇▇▇ 15, 1995, May 10, 1996, August 1, 1996 and June 1, 1997, such Inden-
ture 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 thereun-
der, 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, 7 3/8% Series due October 15, 2027"
(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 substan-
tially as follows:
(FORM OF FACE OF BOND)
No. RU _______ $
NORTHERN ILLINOIS GAS COMPANY
First Mortgage Bond, 7 3/8% Series due October 15, 2027
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 fifteenth day of
October, 2027, 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 seven and
three-eighths per centum (7 3/8%) per annum, payable semiannually on the fif-
teenth day of April and the fifteenth day of October 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 in-
terest 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 April 1 or the October 1
(whether or not a business day), as the case may be, next preceding such in-
terest 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 in-
terest 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 de-
faulted 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 Inden-
ture 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 succes-
sor 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
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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:
-----------------------------------
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 October 15,
1997.
▇▇▇▇▇▇ Trust and Savings Bank,
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 Sav-
ings Bank, as Trustee, as supplemented by certain indentures supplemental
thereto, executed and delivered to the Trustee; and this bond is one of a se-
▇▇▇▇ of such bonds, designated "Northern Illinois Gas Company First Mortgage
Bonds, 7 3/8% Series due October 15, 2027" (herein called "bonds of this Se-
▇▇▇▇"), the issuance of which is provided for by a Supplemental Indenture
dated October 15, 1997 (hereinafter called the "Supplemental Indenture"), exe-
cuted 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
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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 pro-
vided 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 compli-
ance 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 out-
standing 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 disquali-
fied 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 inter-
est 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 pay-
ment 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 In-
denture with respect to any of the mortgaged property, all as more fully pro-
vided in the Indenture.
The bonds of this Series may not be called for redemption by the Company
prior to October 15, 2002. On October 15, 2002 and thereafter until maturity
on October 15, 2027, upon the notice hereinafter stated and in the manner and
with the effect provided in the Indenture, the bonds of this Series are re-
deemable at the option of the Company, as a whole at any time or in part from
time to time, at the following redemption prices (expressed as percentages of
principal amount) set forth under "General Redemption Prices", plus accrued
and unpaid interest to the redemption date:
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GENERAL REDEMPTION PRICES
-----------------------------------
IF REDEEMED DURING TWELVE MONTHS'
PERIOD BEGINNING OCTOBER 15:
-----------------------------------
(THE YEARS AND THE PERCENTAGES OF PRINCIPAL AMOUNT SET FORTH UNDER
"GENERAL REDEMPTION PRICES" IN SECTION 4 OF ARTICLE I OF THIS
SUPPLEMENTAL INDENTURE ARE TO BE INSERTED HERE.)
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 princi-
pal 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 other-
wise 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 ac-
ceptance 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 re-
quired to exchange or transfer this bond if this bond or a portion hereof has
been selected for redemption.
(end of bond form)
and
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Whereas, all acts and things necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid, binding and legal instrument in ac-
cordance 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 considera-
tions, the receipt of which is hereby acknowledged, for the purpose of secur-
ing the due and punctual payment of the principal of and the interest and pre-
mium, 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 sup-
plemental 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 ex-
cepted 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 person-
al, 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 suc-
cessor 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 desig-
nated as the Company's "First Mortgage Bonds, 7 3/8% Series due October 15,
2027." 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 cou-
pons, and the form of such bonds, and of the Trustee's certificate of authen-
tication to
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be endorsed on all bonds of this Series, shall be substantially as hereinbe-
fore 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 de-
termination, the authorization of the denomination of any bond to be conclu-
sively 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 October 15, 1997, 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; pro-
vided, however, that bonds issued on or after April 1 and before the next suc-
ceeding April 15 or on or after October 1 and before the next succeeding Octo-
ber 15 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 Octo-
ber 15, 2027, and shall bear interest at the rate of 7 3/8% 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 pay-
able semiannually on the fifteenth day of April and the fifteenth day of Octo-
ber 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 April 1 and October 1
(whether or not a business day), as the case may be, next preceding the re-
spective interest payment dates; provided, however, if and to the extent that
the Company shall default in the payment of interest due on such interest pay-
ment 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 Com-
pany for the payment of such defaulted interest.
The principal of and interest and premium, if any, on the bonds of this Se-
▇▇▇▇ 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,
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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 Sec-
tions 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 prior to October 15, 2002. On October 15, 2002 and thereafter until
maturity on October 15, 2027, 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
the following redemption prices (expressed as percentages of principal amount)
set forth below under "General Redemption Prices," plus accrued and unpaid in-
terest to the redemption date:
GENERAL REDEMPTION PRICES
-----------------------------------
IF REDEEMED DURING TWELVE MONTHS'
PERIOD BEGINNING OCTOBER 15:
-----------------------------------
YEAR PERCENTAGE YEAR PERCENTAGE
---- ---------- ---- ----------
2002 105.16% 2014 101.04%
2003 104.82 2015 100.69
2004 104.47 2016 100.35
2005 104.13 2017 100.00
2006 103.79 2018 100.00
2007 103.44 2019 100.00
2008 103.10 2020 100.00
2009 102.75 2021 100.00
2010 102.41 2022 100.00
2011 102.07 2023 100.00
2012 101.72 2024 100.00
2013 101.38 2025 100.00
2026 100.00
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 sup-
plemented and as supplemented by this Supplemental Indenture, is in all re-
spects ratified and confirmed.
Section 2. This Supplemental Indenture shall bind and, subject to the provi-
sions 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 October 15, 1997, 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 respec-
tive 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.
9
In Witness Whereof, Northern Illinois Gas Company has caused this Supplemen-
tal Indenture to be executed in its name by its President, a Senior Vice Pres-
ident, or Treasurer, and its corporate seal to be hereunto affixed and at-
tested by its Secretary or its Assistant Secretary, and ▇▇▇▇▇▇ Trust and Sav-
ings Bank, as Trustee under the Indenture, has caused this Supplemental Inden-
ture to be executed in its name by one of its Vice Presidents, and its seal to
be hereunto affixed and attested by its Assistant Secretary, all as of the day
and year first above written.
Northern Illinois Gas Company
By ________________________________
Senior Vice President
Attest:
--------------------------------------------
Assistant Secretary
▇▇▇▇▇▇ Trust and Savings Bank,
as Trustee
By ________________________________
Vice President
Attest:
--------------------------------------------
Assistant Secretary
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State of Illinois } ss:
County of DuPage
I, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Notary Public in the State aforesaid, Do Hereby Cer-
tify that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice President of Northern Illinois Gas
Company, an Illinois corporation, one of the parties described in and which
executed the foregoing instrument, and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Assistant Secre-
tary 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 and Assistant Secretary, respectively, and who are both person-
ally known to me to be the Senior Vice President 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 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 24th day of October A.D. 1997.
--------------------------------------------
Notary Public
My Commission expires August 1, 2001.
11
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 de-
scribed in and which executed the foregoing instrument, and ▇. ▇. ▇▇▇▇▇▇▇, As-
sistant Secretary of said banking corporation, who are both personally known
to me to be the same persons whose names are subscribed to the foregoing in-
strument as such Vice President and Assistant Secretary, respectively, and who
are both personally known to me to be a Vice President and an Assistant Secre-
tary, respectively, of said banking 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 Presi-
dent and Assistant Secretary, respectively, of said banking corporation, and
as the free and voluntary act of said banking corporation, for the uses and
purposes therein set forth.
Given under my hand and notarial seal this 24th day of October A.D. 1997.
--------------------------------------------
Notary Public
My Commission expires December 14, 1997.
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RECORDING DATA
This Supplemental Indenture was recorded on October 27 or 28, 1997, in the
office of the Recorder of Deeds in certain counties in the State of Illinois,
as follows:
COUNTY BOOK PAGE DOCUMENT NO.
------ ---- ---- ------------
▇▇▇▇▇
▇▇▇▇▇
Bureau
▇▇▇▇▇▇▇
Champaign
▇▇▇▇
DeKalb
▇▇▇▇▇▇
DuPage
Ford
Grundy
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
Iroquois
▇▇ ▇▇▇▇▇▇▇
▇▇▇▇
Kankakee
▇▇▇▇▇▇▇
▇▇▇▇
La Salle
▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇▇
Rock Island
▇▇▇▇▇▇▇▇▇▇
Tazewell
Vermilion
Whiteside
Will
Winnebago
Woodford
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