Northern Illinois Gas Company
Form 10-Q
Exhibit 4.01
SUPPLEMENTAL INDENTURE
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DATED JUNE 1, 1997
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NORTHERN ILLINOIS GAS COMPANY
TO
XXXXXX TRUST AND SAVINGS BANK
TRUSTEE UNDER INDENTURE DATED AS OF
JANUARY 1, 1954 AND SUPPLEMENTAL
INDENTURES THERETO
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FIRST MORTGAGE BONDS
6.75% SERIES DUE JUNE 1, 2002
This instrument was prepared by Xxxxxx X. Xxxxxxxx, 0000 Xxxxx Xxxx, Xxxxx-
xxxxx, Xxxxxxxx 00000-0000.
Return to: Northern Illinois Gas Company
Attn: Xxx X. Xxxxxxx
X.X. Xxx 000, Xxxxxx, XX 00000-0000
This Supplemental Indenture, dated the first day of June, 1997, between North-
ern Illinois Gas Company, a corporation organized and existing under the
laws of the State of Illinois (hereinafter called the "Company"), and Xxxxxx
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 and August 1, 1996, such Indenture dated as of Janu-
ary 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, 6.75% Series due June 1, 2002" (hereinaf-
ter 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, 6.75% Series due June 1, 2002
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,
2002, 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 six and seventy-five
hundredths per centum (6.75%) per annum, payable semiannually on the first 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 Com-
pany in the City of Chicago, State of Illinois, or, at the option of the reg-
istered owner, at the office or agency of the Company in the Borough of Man-
xxxxxx, 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 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 June 1,
1997.
Xxxxxx 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 Xxxxxx 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-
xxxx of such bonds, designated "Northern Illinois Gas Company First Mortgage
Bonds, 6.75% Series due June 1, 2002" (herein called "bonds of this Series"),
the issuance of which is provided for by a Supplemental Indenture dated June
1, 1997 (hereinafter called the "Supplemental Indenture"), executed and deliv-
ered by the Company to the Trustee. The term "Indenture", as hereinafter used,
means said Indenture dated as of January 1, 1954, and all indentures supple-
mental 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
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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 on this bond, or the reduction in
the principal amount hereof or in the rate of interest or any other modifica-
tion 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
prior to June 1, 2001. On June 1, 2001 and thereafter until maturity on June
1, 2002, upon the notice hereinafter stated and in the manner and with the ef-
fect 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, at
100% of the principal amount thereof, plus accrued and unpaid interest to the
redemption date.
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.
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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
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 xx-
xxxxxx, past, present or future, of the Company or of any predecessor or suc-
cessor 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 lia-
bility of incorporators, stockholders, directors and officers being waived and
released by the registered owner hereof by the acceptance of this bond and be-
ing 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
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
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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 sup-
plemental thereto, the Company by these presents does grant, bargain, sell,
transfer, assign, pledge, mortgage, warrant and convey unto Xxxxxx 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, 6.75% Series due June 1, 2002."
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 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
determina-
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tion, the authorization of the denomination of any bond to be conclusively ev-
idenced 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 ap-
propriate manner as shall be determined and authorized by the Board of Direc-
tors of the Company.
All bonds of this Series shall be dated June 1, 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; 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 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,
2002, and shall bear interest at the rate of 6.75% per annum until the princi-
pal 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 and November 15 (whether
or not a business day), as the case may be, next preceding the respective in-
terest 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 pay-
ment 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 or-
der of the person entitled thereto to the address of such person as it appears
on the registra-
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tion 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 Inden-
ture, 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 June 1, 2001. On June 1, 2001 and thereafter until maturity
on June 1, 2002, 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 100% of the
principal amount thereof, plus accrued and unpaid interest to redemption date.
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 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 June 1, 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.
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In Witness Whereof, Northern Illinois Gas Company has caused this Supplemen-
tal 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 Xxxxxx 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 here-
unto affixed and attested by its Assistant Secretary, all as of the day and
year first above written.
Northern Illinois Gas Company
By ________________________________
Vice President and Treasurer
Attest:
--------------------------------------------
Assistant Secretary
Xxxxxx Trust and Savings Bank,
as Trustee
By ________________________________
Vice President
Attest:
--------------------------------------------
Assistant Secretary
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State of Illinois } ss:
County of DuPage
I, Xxx X. Xxxxxxx, Notary Public in the State aforesaid, Do Hereby Certify
that Xxxxxx X. Xxxxxxxx, 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 Xxxxxxxxx X. Xxxxxxx, 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 Vice
President and Assistant Secretary, respectively, and who are both personally
known to me to be the Vice President and the Assistant Secretary, respective-
ly, 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 Assistant Secre-
tary, 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 4th day of June A.D. 1997.
--------------------------------------------
Notary Public
My Commission expires February 21, 1999.
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State of Illinois ss:
}
County of Xxxx
I, Xxxxxxxxx Xxxxx, a Notary Public in and for said County, in the State
aforesaid, Do Hereby Certify that X. Xxxxxxxxx, Vice President of Xxxxxx Trust
and Savings Bank, an Illinois banking corporation, one of the parties de-
scribed in and which executed the foregoing instrument, and X. X. Xxxxxxx, 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 4th day of June A.D. 1997.
--------------------------------------------
Notary Public
My Commission expires December 14, 1997.
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RECORDING DATA
This Supplemental Indenture was recorded on June 6, 1997, in the office of
the Recorder of Deeds in certain counties in the State of Illinois, as fol-
lows:
COUNTY BOOK PAGE DOCUMENT NO.
------ ---- ---- ------------
Xxxxx
Xxxxx
Bureau
Xxxxxxx
Champaign
Xxxx
DeKalb
XxXxxx
DuPage
Ford
Grundy
Xxxxxxx
Xxxxxxxxx
Xxxxx
Iroquois
Xx Xxxxxxx
Xxxx
Kankakee
Xxxxxxx
Xxxx
La Salle
Xxx
Xxxxxxxxxx
XxXxxxx
XxXxxx
Xxxxxx
Xxxx
Xxxxx
Xxxx
Rock Island
Xxxxxxxxxx
Tazewell
Vermilion
Whiteside
Will
Winnebago
Woodford
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