Exhibit 4
North Shore Gas Company
to
U.S. Bank Trust National Association,
as successor trustee to Continental Bank, National Association
Trustee
___________________
Thirteenth
Supplemental Indenture
___________________
Dated as of December 1, 1998
___________________
Supplementing the Indenture
Dated as of April 1, 1955
and
Creating First Mortgage
5.0% Bonds, Series M
This instrument was
prepared by and
Mail Subsequent Tax Bills to: when recorded return to:
Xxxxx X. Xxxxxxxx, Secretary R. Xxxxxxx Xxxxxx
Peoples Energy Corporation Xxxxxxx and Xxxxxx
000 Xxxx Xxxxxxxx Xxxxx 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
Thirteenth Supplemental Indenture, dated as of the 1st day
of December, 1998, by and between North Shore Gas Company, a
corporation duly organized on October 7, 1963, and existing under
and by virtue of the laws of the State of Illinois (hereinafter
sometimes called the "Company") and U.S. Bank Trust National
Association, as successor trustee to Continental Bank, National
Association, a national banking association organized and
existing under the laws of the United States of America and
having its office and place of business in the City of Chicago,
Illinois (hereinafter sometimes called the "Trustee"),
Witnesseth:
Whereas, North Shore Gas Company (hereinafter called "North
Shore") heretofore executed and delivered to the Trustee its
Indenture (hereinafter called the "Original Indenture"), dated as
of April 1, 1955, whereby North Shore granted, bargained, sold,
transferred, assigned, pledged, mortgaged, warranted and
conveyed, unto the Trustee and to its successors in said trust,
all property, real, personal and mixed, then owned or thereafter
acquired by it (other than property expressly excepted from the
lien thereof) to be held by said Trustee in trust in accordance
with the provisions of the Original Indenture for the equal
proportionate benefit and security of all bonds issued and to be
issued thereunder in accordance with the provisions thereof, and
said Original Indenture provided for the issuance of a series of
bonds designated "First Mortgage 3 1/2% Bonds, Series A"; and
Whereas, North Shore has heretofore executed and delivered
to the Trustee its First Supplemental Indenture, dated as of
July 1, 1957, providing for the issuance under the Original
Indenture of a series of bonds designated "First Mortgage 4 3/4%
Bonds, Series B" and its Second Supplemental Indenture, dated as
of December 1, 1961, providing for the issuance under the
Original Indenture of a series of bonds designated "First
Mortgage 5% Bonds, Series C"; and
Whereas, Lake Gas Company, having acquired on December 20,
1963, the name of North Shore Gas Company (hereinafter called the
"Company") and, subject to the lien of the Original Indenture,
all of its property then subject to said lien, thereafter, in
accordance with the provisions of Article XIV of the Original
Indenture, executed and delivered to the Trustee an indenture
entitled "Third Supplemental Indenture," dated as of December 20,
1963, whereby, among other things, the Company assumed and agreed
to pay the principal and interest of all bonds issued or to be
issued under the Original Indenture and secured thereby, and to
perform and fulfill all of the terms, covenants and conditions of
the Original Indenture binding upon North Shore, and in and by
said Third Supplemental Indenture the Company subjected to the
lien of the Original Indenture, subject to the exclusions and
exceptions set forth in said Third Supplemental Indenture, all of
the property then owned by the Company or thereafter acquired by
it (other than property of a character which is excluded from the
lien of the Original Indenture), all as more fully set forth in
said Third Supplemental Indenture; and by virtue of all of the
things done as in this paragraph recited, the Company has become
the successor corporation under the Original Indenture subject to
all of the terms, conditions and restrictions thereof, and, in
accordance with the provisions of Section 2 of Article XIV of the
Original Indenture, may issue bonds under the Original Indenture;
and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Fourth Supplemental Indenture dated as of
May 1, 1964, amending and supplementing the Original Indenture,
and the First and Second Supplemental Indentures and providing
for the issuance under the Original Indenture of a series of
bonds designated "First Mortgage 4.8% Bonds, Series D"; and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Fifth Supplemental Indenture dated as of
February 1, 1970, amending and supplementing the Original
Indenture and providing for the issuance under the Original
Indenture of a series of bonds designated "First Mortgage 9 1/2%
Bonds, Series E"; and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Sixth Supplemental Indenture dated as of
October 1, 1973, supplementing the Original Indenture and
providing for the issuance under the Original Indenture of a
series of bonds designated "First Mortgage 8 3/8% Bonds,
Series F"; and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Seventh Supplemental Indenture dated as of
February 15, 1977, supplementing the Original Indenture and
providing for the issuance under the Original Indenture of a
series of bonds designated "First Mortgage 8 3/8% Bonds,
Series G"; and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Eighth Supplemental Indenture dated as of
September 15, 1980, supplementing the Original Indenture and
providing for the issuance under the Original Indenture of a
series of bonds designated "First Mortgage 12% Bonds, Series H";
and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Ninth Supplemental Indenture dated as of
December 1, 1987, amending and supplementing the original
Indenture and providing for the issuance under the Original
Indenture of a series of bonds designated "First Mortgage 10.20%
Bonds, Series I"; and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Tenth Supplemental Indenture dated as of
November 1, 1990, supplementing the Original Indenture and
providing for the issuance under the Original Indenture of a
series of bonds designated "First Mortgage Adjustable-Rate Bonds,
Series J"; and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Eleventh Supplemental Indenture dated as of
October 1, 1992, supplementing the Original Indenture and
providing for the issuance under the Original Indenture of a
series of bonds designated "First Mortgage 6 3/8% Bonds,
Series K"; and
Whereas, the Company has heretofore executed and delivered
to the Trustee its Twelfth Supplemental Indenture dated as of
April 1, 1993, supplementing the Original Indenture and providing
for the issuance under the Original Indenture of a series of
bonds designated "First Mortgage Bonds, Series L Medium Term
Notes"; and
Whereas, it is provided in the Original Indenture, as
amended and supplemented by the aforesaid supplemental
indentures, (said Original Indenture, as so amended and
supplemented, collectively referred to hereinafter as the
"Indenture"), that bonds of any series may from time to time be
issued thereunder by the Company in an aggregate principal amount
equal to 66 2/3% of the amount of net expenditures for unfunded
bondable property as defined in the Indenture; and
Whereas, the Company has duly determined to create an
additional series of its bonds to be issued under the Indenture,
as supplemented by this Thirteenth Supplemental Indenture,
designated "First Mortgage 5.0% Bonds, Series M" (hereinafter
sometimes referred to as "bonds of Series M"), and to issue an
aggregate of $30,035,000 principal amount of said bonds, all of
which shall contain such provisions as are set forth in this
Thirteenth Supplemental Indenture; and
Whereas, the Illinois Development Finance Authority will
issue $30,035,000 in aggregate principal amount of its Gas Supply
Revenue Bonds (North Shore Gas Company Project), Series 1998,
which will be collateralized by an equal aggregate principal
amount of bonds of Series M, and lend the proceeds to the Company
for the purpose of financing the construction of certain gas
distribution and transmission facilities within Lake and Xxxx
Counties, Illinois; and
Whereas, the Company desires in and by this Thirteenth
Supplemental Indenture to set forth the description of, confirm
unto the Trustee and give further assurance to it with respect
to, certain property heretofore acquired by the Company and now
subject to the lien of the Indenture but not heretofore
specifically described herein; and
Whereas, the form of registered bond of Series M and the
form of the Trustee's Certificate to appear on all bonds of
Series M shall be substantially as follows:
(Form of Series M Registered Bond without Coupons)
No. R ___ $__________
North Shore Gas Company
First Mortgage ____% Bond, Series M
Due December 1, 2028
North Shore Gas Company, an Illinois corporation
(hereinafter called the "Company"), for value received, hereby
promises to pay to___________________________ ___________________
or registered assigns, the principal sum of ____________________
Dollars on the first day of December, 2028 and to pay to the
registered owner interest on said sum from the date hereof, at
the rate of 5.0% per annum, until said principal sum is paid.
Interest to the maturity of this bond will be payable
semi-annually on the first day of June and the first day of
December in each year, the first interest payment date being
June 1, 1999. The interest so payable on any interest payment
date (June 1 or December 1, as the case may be) will, so long as
there is no existing default in the payment of interest and
except for the payment of defaulted interest, be paid to the
person in whose name this bond is registered at the close of
business on the respective May 15 or November 15, as the case may
be, next preceding such interest payment date (the "Record
Date"), or, if such day is not a Business Day (as defined in the
Indenture), then the Business Day next preceding such day.
Defaulted interest shall be paid to the person in whose name this
bond is registered at the close of business on a subsequent
Record Date, which shall not be less than five (5) days prior to
the date of payment of such defaulted interest, established by
notice given by mail by or on behalf of the Company to the person
in whose name this bond is then registered and to the Trustee, as
hereinafter defined, not less than ten (10) days preceding such
subsequent Record Date. The principal of, premium, if any, and
the interest on the bonds of Series M shall be payable at the
principal corporate office of the Company in the City of Chicago,
State of Illinois, in any coin or currency of the United States
of America which at the time of payment is legal tender for
public and private debts.
This bond is continued on the reverse side hereof and the
additional provisions therein set forth shall for all purposes
have the same effect as if set forth at this place.
____________________
This bond is one of the bonds issued and to be issued from
time to time under and in accordance with and all secured by the
Indenture dated as of April 1, 1955, as supplemented and amended
by Supplemental Indentures dated as of July 1, 1957, December 1,
1961, December 20, 1963, May 1, 1964, February 1, 1970,
October 1, 1973, February 15, 1977, September 15, 1980,
December 1, 1987, November 1, 1990, October 1, 1992, April 1,
1993, and December 1, 1998 respectively (collectively referred to
herein as the "Indenture"), executed and delivered by the Company
to U.S. Bank Trust National Association, as successor trustee to
Continental Bank, National Association, as Trustee (the
"Trustee"). Reference to the Indenture is hereby made for a
description of the property mortgaged and pledged (except that
certain property described in the Indenture has been released
from the lien of the Indenture pursuant to the terms thereof),
the nature and extent of the security and the rights of the
holders and registered owners of said bonds and of the Trustee
and of the Company in respect of such security. By the terms of
the Indenture, the bonds to be secured thereby are issuable in
series which may vary as to date, amount, date of maturity, rate
of interest, redemption provisions, medium of payment and in
other respects as in the Indenture provided.
At the option of the Company, the bonds of Series M are
redeemable upon the notice and in the manner and with the effect
provided in the Indenture, in whole at any time or in part on any
interest payment date, beginning on December 1, 2005, at the
redemption prices (expressed as percentages of the principal
amount thereof) set forth below, plus accrued interest thereon,
if any, to the date of redemption:
Redemption
Redemption Dates (Inclusive) Prices
December 1, 2005 through November 30, 2006 102%
December 1, 2006 through November 30, 2007 101%
December 1, 2007 and thereafter 100%
The bonds of Series M are subject to mandatory redemption in
whole, upon the notice and on the manner and with the effect
provided in the Indenture, at a redemption price equal to 100% of
the principal amount thereof, plus accrued interest, if any, to
the redemption date in the event that all or substantially all of
the mortgaged property shall be sold or taken by the power of
eminent domain or otherwise.
The bonds of Series M are subject to mandatory redemption at
100% of the principal amount thereof, plus accrued interest, if
any, to the redemption date, in whole (or in part as provided
below) on any day within one hundred and twenty (120) days after
the Company receives written notice from a registered owner or
former registered owner of the Gas Supply Revenue Bonds (as
defined in the Indenture) or the Revenue Bond Trustee (as defined
in the Indenture) of a final determination by the Internal
Revenue Service or a court of competent jurisdiction that, as a
result of a failure by the Company to perform any of its
agreements in the Loan Agreement (as defined in the Indenture) or
the inaccuracy of any of its representations in the Loan
Agreement or any certificate submitted pursuant to the Revenue
Bond Indenture (as defined in the Indenture), the interest paid
or to be paid on any Gas Supply Revenue Bond (except to a
"substantial user" of the project or a "related person" within
the meaning of Section 147(a) of the Code (as defined in the
Indenture) is or was includible in the gross income of the
registered owner or former registered owner for federal income
tax purposes. For purposes of this paragraph, the "registered
owner" of a Gas Supply Revenue Bond includes the beneficial owner
(i.e., the actual purchaser as recorded on the records of the
Direct and Indirect Participants (as defined in the Indenture))
of such Bond. No such determination will be considered final
unless the registered owner or former registered owner involved
in the determination gives the Company, the Revenue Bond Trustee
and the Trustee prompt written notice of the commencement of the
proceedings resulting in the determination and offers the
Company, subject to the Company's agreeing to pay all expenses of
the proceeding and to indemnify the registered owner or former
registered owner against all liabilities that might result from
it, the opportunity to control the defense of the proceeding, and
either the Company does not agree within thirty (30) days to pay
the expenses, indemnify the registered owner or former registered
owner and control the defense or the Company exhausts or chooses
not to exhaust available procedures to contest or obtain review
of the result of the proceedings. Fewer than all the bonds of
Series M may be redeemed in the manner provided in the Indenture
if the redemption of fewer than all of the Gas Supply Revenue
Bonds would result in the interest payable on the Gas Supply
Revenue Bonds remaining outstanding being not includible for
federal income tax purposes in the gross income of any owner
other than a "substantial user" or "related person."
All of the outstanding bonds of Series M shall be redeemed
by the Company as soon as practicable, but not more than sixty
(60) days, after the Trustee receives written notice from the
Revenue Bond Trustee stating that the principal on the Gas Supply
Revenue Bonds has been declared to be immediately due and payable
as a result of an event of default under the Revenue Bond
Indenture. The redemption price for any such redemption shall be
100% of the principal amount of the bonds of Series M so to be
redeemed, plus accrued interest, if any, to the redemption date.
On December 1 of each year commencing December 1, 2000, the
Company will be required to redeem, upon notice from the Revenue
Bond Trustee, up to $25,000 in principal amount of the bonds of
Series M per registered owner of a Gas Supply Revenue Bond, upon
the death of any registered owner, following receipt by the
Revenue Bond Trustee of a request therefor from such registered
owner's personal representative or surviving joint tenant(s).
The Company will not be required to redeem more than $600,000 in
aggregate principal amount of bonds of Series M pursuant to such
redemptions in any twelve-month period. The redemption price for
any such redemption shall be 100% of the principal amount of the
bonds of Series M so to be redeemed, plus accrued interest, if
any, to the redemption date.
The death of a person who, during his or her lifetime, was
entitled to substantially all of the beneficial interest of
ownership of a Gas Supply Revenue Bond will be deemed the death
of a registered owner, regardless of the registered owner, if
such beneficial interest can be established to the satisfaction
of the Revenue Bond Trustee. Such beneficial interest shall be
deemed to exist in typical cases of street name or nominee
ownership, ownership under the Uniform Gifts to Minors Act,
community property or other joint ownership arrangements between
the husband and wife, and trust and certain other arrangements
where one person has substantially all of the beneficial
ownership interest in the Gas Supply Revenue Bond during his or
her lifetime. In the case of Gas Supply Revenue Bonds registered
in the name of banks, trust companies or broker-dealers who are
members of a national securities exchange or the National
Association of Securities Dealers, Inc. ("Qualified
Institutions"), the redemption limitations described above apply
to each beneficial owner of Gas Supply Revenue Bonds held by any
Qualified Institution. In connection with a redemption request,
such Qualified Institution must submit evidence, satisfactory to
the Revenue Bond Trustee, that it holds the Gas Supply Revenue
Bonds subject to request on behalf of such beneficial owner and
must certify the aggregate amount of redemption requests made on
behalf of such beneficial owner.
Except as is otherwise provided in the Indenture, notice of
any redemption of bonds of Series M shall be given by mailing,
postage prepaid, at least thirty (30) days and not more than
sixty (60) days prior to the redemption date, to the holders of
all such bonds to be redeemed at their last addresses that shall
appear upon the registry book, all as more fully provided in the
Indenture. Notice of redemption having been duly given, the
bonds called for redemption shall become due and payable upon the
redemption date and, if the redemption price shall have been
deposited with the Trustee, interest thereon shall cease to
accrue on or after the redemption date, and whenever the
redemption price thereof shall have been deposited with the
Trustee and notice of redemption shall have been duly given or
provision therefor made, such bonds shall no longer be entitled
to any lien or benefit of the Indenture.
In case of certain events of default specified in the
Indenture, the principal of bonds of Series M 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 interest on this bond, or for any
claim based hereon, or otherwise in respect hereof, or of the
Indenture, to or against any incorporator, shareholder, 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, shareholders, 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. This bond is transferable by the registered owner
hereof, in person or by attorney duly authorized, at the office
or place of business of the Trustee under the Indenture upon the
surrender and cancellation of this bond and, upon any such
transfer, a new registered bond or bonds, without coupons, of the
same series and maturity date and for the same aggregate
principal amount will be issued to the transferee in exchange
herefor.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the
execution by the Trustee or its successor in trust under the
Indenture of the certificate endorsed hereon.
In Witness Whereof, the Company has caused this bond to be
executed in its name by its President, or one of its Executive
Vice Presidents or Vice Presidents, manually or in facsimile, and
its corporate seal to be impressed or imprinted hereon and
attested by its Secretary or one of its Assistant Secretaries,
manually or in facsimile.
Dated:
North Shore Gas Company
By:__________________________
President
Attest:
_____________________
Secretary
(Form of Trustee's Certificate)
This bond is one of the bonds of the series designated
therein, referred to and described in the within mentioned
Indenture.
U.S. Bank Trust National
Association, as successor
trustee to Continental Bank,
National Association, as
Trustee,
By: ___________________________
Authorized Officer
and
Whereas, all acts and things necessary to make the bonds of
Series M, when authenticated by the Trustee and issued as in the
Indenture and in this Thirteenth Supplemental Indenture provided,
the valid, binding and legal obligations of the Company entitled
in all respects to the security of the Indenture have been done
and performed, and the creation, execution and delivery of this
Thirteenth Supplemental Indenture have in all respects been duly
authorized;
Now, Therefore, This Thirteenth Supplemental Indenture
Witnesseth, that, in order further to secure the payment of the
principal of and interest on all bonds at any time issued and
outstanding under the Indenture according to their tenor, purport
and effect, and to secure the performance and observance of all
the covenants and conditions therein and in the Indenture
contained and for and in consideration of the premises and of the
mutual covenants herein contained and of the purchase and
acceptance of the bonds of Series M by the holders thereof, and
of the sum of $1.00 duly paid to the Company by the Trustee at or
before the ensealing and delivery hereof, and for other valuable
considerations, the receipt whereof is hereby acknowledged, the
Company has executed and delivered this Thirteenth Supplemental
Indenture, and by these presents does grant, bargain, sell,
release, convey, assign, transfer, mortgage, pledge, set over and
confirm and warrant unto the Trustee, the properties (other than
properties of the character embraced within the definition of
excepted property as set forth in the Indenture) which are
described in Exhibit A which is annexed hereto and hereby
expressly made a part hereof;
To Have and to Hold all of said properties and all and
singular the lands, properties, estates, rights, franchises and
privileges hereby mortgaged, conveyed, pledged or assigned, or
intended so to be, by the Indenture, and this Thirteenth
Supplemental Indenture, together with all appurtenances thereunto
appertaining, unto the Trustee and its successors and assigns
forever;
Subject, however, to permitted encumbrances and liens (as
defined in the Indenture) and to the exceptions set forth in the
granting and pledging clauses of the Indenture, and, as to any
property hereafter acquired by the Company, to any liens thereon
existing, and to any liens for unpaid portions of the purchase
price placed thereon at the time of such acquisition, but only to
the extent that such liens are permitted by the Indenture.
In Trust, Nevertheless, upon the terms and trusts in the
Indenture and in this Thirteenth Supplemental Indenture set
forth, for the equal and proportionate use, benefit, security and
protection of those who from time to time shall hold the bonds
and coupons authenticated and delivered under the Indenture and
as supplemented by this Thirteenth Supplemental Indenture and as
may hereafter be further amended and supplemented, and duly
issued by the Company, without any discrimination, preference or
priority of any bond or coupon over any other by reason of
priority in time of issue, sale or negotiation thereof or
otherwise, except as provided in the Indenture, so that, subject
to said provisions, each and all of said bonds and coupons shall
have the same right, lien and privilege under the Indenture and
any indenture supplemental thereto and shall be equally secured
thereby (except as any sinking, amortization, improvement,
renewal or other fund, established in accordance with the
provisions of the Indenture or any indenture supplemental
thereto, may afford additional security for the bonds of any
particular series), and in trust for enforcing the payment of the
principal of the bonds and of the interest thereon according to
the tenor, purport and effect of the bonds and coupons and of the
Indenture and for enforcing the terms, provisions, covenants and
stipulations in the Indenture, and in this Thirteenth
Supplemental Indenture and in the bonds set forth.
Upon Condition that, until the happening of an Event of
Default (as defined in Section 1 of Article X of the Indenture),
the Company shall be suffered and permitted to possess, use and
enjoy said properties, except as limited in respect of money,
securities and other personal property pledged or deposited with
or required to be pledged or deposited with the Trustee, and to
receive and use the rents, issues, income, revenues, earnings and
profits therefrom.
Article I
Bonds of Series M
Section 1.01. There is hereby created and authorized a series of
bonds limited to the aggregate principal amount of $30,035,000
designated First Mortgage 5.0% Bonds, Series M, due December 1,
2028. All bonds of Series M shall be registered bonds without
coupons and shall be dated as provided in Section 1 of Article II
of the Indenture and so long as there is no existing default in
the payment of interest upon the bonds of Series M, any bond of
Series M issued after the close of business on any Record Date,
as hereinafter defined, with respect to any interest payment date
(June 1 or December 1, as the case may be) and prior to such
interest payment date shall be dated as of such interest payment
date; provided, however, that if and to the extent that the
Company shall default in the payment of interest due on such
interest payment date, then any such bond of Series M shall bear
interest from the June 1 or December 1, as the case may be, being
the interest payment date for bonds of Series M to which interest
has previously been paid or made available for payment on the
outstanding bonds of said series, or if the Company shall default
in the payment of interest on the first interest payment date for
bonds of Series M, then from the date of the commencement of the
first interest period of such bonds of Series M, which date shall
be June 1, 1999. Except as aforesaid and subject to the
following sentence, all bonds of Series M shall bear interest
from their date at the rate of 5.0% per annum, payable
semi-annually on June 1 and December 1 in each year, the first
interest payment date being June 1, 1999, and shall mature on
December 1, 2028.
So long as there is no existing default in the payment of
interest on the bonds of Series M, the interest payable on any
interest payment date shall be paid to the person in whose name
any bond of Series M is registered at the close of business on
the Record Date with respect to such interest payment date, and
such person shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of
any such bond of Series M on any exchange or transfer of
registration thereof subsequent to the Record Date and prior to
such interest payment date, except as and to the extent the
Company shall default in the payment of interest due on such
interest payment date, in which event such defaulted interest
shall be paid to the person in whose name each bond of Series M
is registered on the close of business on a subsequent Record
Date, which shall not be less than five (5) days prior to the
date of payment of such defaulted interest, established by notice
given by mail by or on behalf of the Company to the persons in
whose names such bonds of Series M are registered and to the
Trustee not less than ten (10) days preceding such subsequent
Record Date.
The principal of, premium, if any, and the interest on the
bonds of Series M shall be payable at the principal corporate
office of the Company in the City of Chicago, State of Illinois,
in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private debts.
As used in this Section 1.01, the term "Business Day" means
any day which is not a Sunday or a legal holiday or a day
(including Saturday) on which banking institutions in the city
where the principal corporate trust office of the Trustee is
located are authorized by law or executive order to close (and
the Trustee is in fact closed).
As used in this Section 1.01, the term "Record Date" means,
with respect to any interest payment date (June 1, or December 1,
as the case may be), the fifteenth day of May or the fifteenth
day of November, as the case may be, next preceding such interest
payment date, or, if such fifteenth day of May or fifteenth day
of November is not a Business Day, the Business Day next
preceding such fifteenth day of April or fifteenth day of
October, or with respect to the payment of defaulted interest,
the date established by the Company as hereinabove provided.
As used in this Section 1.01, the term "default in the
payment of interest" means failure to pay interest on the
applicable interest payment date disregarding any period of grace
permitted by the Indenture, as amended and supplemented.
Section 1.02. A. At the option of the Company, the bonds
of Series M shall be redeemable in the manner hereinafter
provided, in whole at any time or in part on any interest payment
date, beginning December 1, 2005, at the redemption prices
(expressed as percentages of the principal amount thereof) set
forth below, plus accrued interest thereon, if any, to the date
of redemption:
Redemption
Redemption Dates (Inclusive) Prices
December 1, 2005 through November 30, 2006 102%
December 1, 2006 through November 30, 2007 101%
December 1, 2007 and thereafter 100%
B. The bonds of Series M are subject to mandatory redemption
at 100% of the principal amount thereof, plus accrued interest,
if any, to the redemption date in whole (or in part as provided
below) on any day within one hundred and twenty (120) days after
the Company receives written notice from a registered owner or
former registered owner of the Gas Supply Revenue Bonds or the
Revenue Bond Trustee of a final determination by the Internal
Revenue Service or a court of competent jurisdiction that, as a
result of a failure by the Company to perform any of its
agreements in the Loan Agreement or the inaccuracy of any of its
representations in the Loan Agreement or any certificate
submitted pursuant to the Revenue Bond Indenture, the interest
paid or to be paid on any Gas Supply Revenue Bond (except to a
"substantial user" of the project or a "related person" within
the meaning of Section 147(a) of the Code) is or was includible
in the gross income of the registered owner or former registered
owner for federal income tax purposes. For purposes of this
paragraph, the "registered owner" of a Gas Supply Revenue Bond
includes the beneficial owner (i.e., the actual purchaser as
recorded on the records of the Direct and Indirect Participants)
of such Gas Supply Revenue Bond. No such determination will be
considered final unless the registered owner or former registered
owner involved in the determination gives the Company, the
Revenue Bond Trustee and the Trustee prompt written notice of the
commencement of the proceedings resulting in the determination
and offers the Company, subject to the Company's agreeing to pay
all expenses of the proceeding and to indemnify the registered
owner or former registered owner against all liabilities that
might result from it, the opportunity to control the defense of
the proceeding, and either the Company does not agree within 30
days to pay the expenses, indemnify the registered owner or
former registered owner and control the defense or the Company
exhausts or chooses not to exhaust available procedures to
contest or obtain review of the result of the proceedings. Fewer
than all the bonds of Series M may be redeemed if redemption of
fewer than all of the Gas Supply Revenue Bonds would result in
the interest payable on the Gas Supply Revenue Bonds remaining
outstanding being not includible for federal income tax purposes
in the gross income of any registered owner other than a
"substantial user" or "related person." If this redemption occurs
in accordance with the terms of this Section 1.02.B, the failure
by the Company to perform any of its agreements in the Loan
Agreement or inaccuracy of any of its representations in the Loan
Agreement or any certificate submitted pursuant to the Indenture
shall not in and of itself constitute an event of default under
the Indenture, the Thirteenth Supplemental Indenture or the
Revenue Bond Indenture. Any such redemption shall be at a price
equal to 100% of the principal amount of the bonds of Series M so
to be redeemed, plus accrued interest, if any, to the redemption
date.
C. The bonds of Series M are subject to mandatory redemption
in whole, upon the notice and in the manner and with the effect
provided in the Indenture, at a redemption price equal to 100% of
the principal amount thereof, plus accrued interest, if any, to
the redemption date in the event that all or substantially all of
the mortgaged property shall be sold or taken by the power of
eminent domain or otherwise.
D. All of the outstanding bonds of Series M shall be
redeemed by the Company as soon as practicable, but not more than
sixty (60) days, after the Trustee receives written notice from
the Revenue Bond Trustee stating that the principal on the Gas
Supply Revenue Bonds has been declared to be immediately due and
payable as a result of an event of default under the Revenue Bond
Indenture. The redemption price for any such redemption shall be
100% of the principal amount of the bonds of Series M so to be
redeemed, plus accrued interest, if any, to the redemption date.
E. On December 1 of each year commencing December 1, 2000,
the Company will be required to redeem, upon notice from the
Revenue Bond Trustee, up to $25,000 in principal amount of the
bonds of Series M per registered owner of a Gas Supply Revenue
Bond, upon the death of any registered owner, following receipt
by the Revenue Bond Trustee of a request therefor from such
registered owner's personal representative or surviving joint
tenant(s). The Company will not be required to redeem more than
$600,000 in aggregate principal amount of bonds of Series M
pursuant to such redemptions in any twelve-month period. The
bonds of Series M subject to redemption as described above may be
presented for redemption by delivering to the Trustee (i) a
written request for redemption from the Revenue Bond Trustee in
form satisfactory to the Trustee, and (ii) the bond(s) to be
redeemed. Any such redemption shall be at a price equal to 100%
of the principal amount of the bonds so to be redeemed, plus
accrued interest to the redemption date.
The death of a person who, during his or her lifetime, was
entitled to substantially all of the beneficial interest of
ownership of a Gas Supply Revenue Bond will be deemed the death
of a registered owner, regardless of the registered owner, if
such beneficial interest can be established to the satisfaction
of the Revenue Bond Trustee. Such beneficial interest shall be
deemed to exist in typical cases of street name or nominee
ownership, ownership under the Uniform Transfers to Minors Act,
community property or other joint ownership arrangements between
the husband and wife, and trust and certain other arrangements
where one person has substantially all of the beneficial
ownership interest in the Gas Supply Revenue Bond during his or
her lifetime. In the case of Gas Supply Revenue Bonds registered
in the name of banks, trust companies or broker-dealers who are
members of a national securities exchange or the National
Association of Securities Dealers, Inc. ("Qualified
Institutions"), the redemption limitations described above apply
to each beneficial owner of Gas Supply Revenue Bonds held by any
Qualified Institution. In connection with the redemption
request, such Qualified Institutions must submit evidence,
satisfactory to the Revenue Bond Trustee, that it holds the Gas
Supply Revenue Bonds subject to request on behalf of such
beneficial owner and must certify the aggregate amount of
redemption requests made on behalf of such beneficial owner.
Requests for redemption in excess of $25,000 per deceased
holder in a period may be honored by the Company in its sole
discretion. If the Company honors such a request, the amount by
which the redemption exceeds the $25,000 limitation will not be
included in the computation of the aggregate $600,000 limitation.
Any redemption requests not honored because of the $600,000
aggregate limitation will be carried over into the next and
succeeding periods.
X. Xxxxx of Series M shall be redeemable upon the notice
provided for in Section 1.03 of this Article I.
Section 1.03. The provisions of Section 2 of Article VI of the
Indenture shall not be applicable to the bonds of Series M.
Otherwise, the provisions of Article VI of the Indenture shall
apply to any redemption of the bonds of Series M under
Section 1.02 hereof.
Section 1.04. Upon the execution and delivery of this Thirteenth
Supplemental Indenture and upon compliance with the applicable
provisions of the Indenture, as supplemented by this Thirteenth
Supplemental Indenture, the Company shall execute and deliver to
the Trustee and the Trustee shall authenticate and deliver to or
upon the written order of the President, or an Executive Vice
President or a Vice President of the Company, bonds of Series M
in an aggregate principal amount of $30,035,000. All bonds of
Series M shall be executed on behalf of the Company by the manual
or facsimile signature of its President, or an Executive Vice
President or a Vice President of the Company and its corporate
seal shall be impressed or imprinted and attested by its
Secretary or one of its Assistant Secretaries, manually or in
facsimile, and be authenticated by the manual execution by the
Trustee of the certificate endorsed on said bonds of Series M.
Section 1.05. Bonds of Series M shall bear the following legend:
"This Bond may not be sold, transferred, pledged or hypothecated
except as required to effect assignment to the Revenue Bond
Trustee and to any successor trustee."
Section 1.06. In this Supplemental Indenture, the following terms
shall have the meanings specified in this Section 1.06, unless
the context otherwise requires:
"Loan Agreement" means the Loan Agreement executed by and
between the IDFA and the Company dated as of December 1, 1998, as
from time to time amended and supplemented.
"Direct Participant" means any broker-dealer, bank or other
financial institution for which DTC holds Gas Supply Revenue
Bonds from time to time as a securities depository.
"DTC" means The Depository Trust Company, a New York
corporation, and its successors and assigns.
"Gas Supply Revenue Bonds" means the Gas Supply Revenue
Bonds (North Shore Gas Company Project), Series 1998, issued by
the IDFA in the aggregate principal amount of $30,035,000.
"IDFA" means the Illinois Development Finance Authority.
"Indirect Participant" means any person on behalf of whom a
Direct Participant holds an interest in the Gas Supply Revenue
Bonds.
"Code" means the Internal Revenue Code of 1986, as amended,
and all regulations promulgated thereunder.
"Opinion of Tax Counsel" means a written opinion of counsel
who is acceptable to the Revenue Bond Trustee, which counsel may
be an employee of or counsel to the IDFA, the Revenue Bond
Trustee or the Company, and which counsel shall be experienced in
matters relating to the tax exemption of interest on obligations
issued by states and their political subdivisions and
instrumentalities thereof.
"Person" means any individual, corporation, partnership,
joint venture, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
"Project" means the land, structures, machinery, equipment,
systems or processes, or any portion thereof, which are described
in Exhibit A to the Loan Agreement, as said Exhibit A may from
time to time be amended.
"Revenue Bond Indenture" means that certain Indenture of
Trust executed by and between the IDFA and the Revenue Bond
Trustee, dated as of November 1, 1998, and any amendments or
supplements thereto.
"Revenue Bond Trustee" means The First National Bank of
Chicago, and any successor trustee appointed pursuant to Section
8.08 or 8.09 of the Revenue Bond Indenture at the time serving as
successor trustee thereunder and shall include any co-trustee
serving as such thereunder.
Section 1.07. The Company reserves the right, without any consent
or other action by holders of the bonds of Series M, or any
subsequent series of bonds, to amend the Indenture by inserting
the following language as Section 4 of Article XVI immediately
following current Section 3 of Article XVI of the Indenture:
"Section 4. Anything in Section 1 of this
Article XVI to the contrary notwithstanding, with
the consent of the holders and registered owners
of not less than sixty per centum (60%) in
aggregate principal amount of all the bonds then
outstanding (determined as provided in Section 2
of Article XVII of this Indenture) or their
attorneys-in-fact duly authorized, or, if the
rights of the holders of one or more, but not all,
series then outstanding are affected, the consent
of the holders and registered owners of not less
than sixty per centum (60%) in aggregate principal
amount of all the bonds then outstanding
(determined as provided in Section 2 of
Article XVII of this Indenture) of all affected
series, taken together, and of any other series,
the Company, when authorized by resolution of its
Board of Directors, and the Trustee from time to
time and at any time, subject to the restrictions
in this Indenture contained, may enter into an
indenture or indentures supplemental hereto for
the purpose of adding any provisions to or
changing in any manner or eliminating any of the
provisions of this Indenture or of any
supplemental indenture or modifying the rights and
obligations of the Company and the rights of the
holders of any of the bonds and coupons; provided,
however, that no such supplemental indenture shall
(1) extend the maturity of any of the bonds or
reduce the rate or extend the time of payment of
interest thereon, or reduce the amount of the
principal thereof, or reduce any premium payable
on the redemption thereof or change the coin or
currency in which any bond or interest thereon is
payable, without the consent of the holder or
registered owner of each bond so affected, or
(2) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien
of the Indenture, without the consent of the
holders and registered owners of all the bonds
then outstanding, or (3) reduce the aforesaid
percentage of the aggregate principal amount of
bonds the holders and registered owners of which
are required to approve any such supplemental
indenture, without the consent of the holders of
all the bonds then outstanding. For the purposes
of this Section 4, bonds shall be deemed to be
affected by a supplemental indenture if, in the
opinion of the Trustee, such supplemental
indenture would adversely affect or diminish the
rights of holders thereof against the Company or
against its property.
Upon the written request of the Company,
accompanied by a resolution of its Board of
Directors authorizing the execution of any such
supplemental indenture, and upon the filing with
the Trustee of evidence of the consent of
bondholders as aforesaid (the instrument or
instruments evidencing such consent to be dated
within one year of such request), the Trustee
shall join with the Company in the execution of
such supplemental indenture unless such
supplemental indenture affects the Trustee's own
rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter
into such supplemental indenture. The Trustee
shall be entitled to receive and, subject to
Section 1 of Article XV hereof, may rely upon, an
opinion of counsel as conclusive evidence that any
such supplemental indenture is authorized or
permitted by the provisions of this Section 4.
It shall not be necessary for the consent of
the bondholders under this Section to approve the
particular form of any proposed supplemental
indenture, but it shall be sufficient if such
consent shall approve the substance thereof.
The Company and the Trustee, if they so
elect, and either before or after such 60% or
greater consent has been obtained, may require the
holder or registered owner of any bond consenting
to the execution of any such supplemental
indenture to submit his bond to the Trustee or to
such bank, banker or trust company as may be
designated by the Trustee for the purpose, for the
notation thereon of the fact that the holder or
registered owner of such bond has consented to the
execution of such supplemental indenture, and in
such case such notation, in form satisfactory to
the Trustee, shall be made upon all bonds so
submitted, and such bonds bearing such notation
shall forthwith be returned to the persons
entitled thereto. All subsequent holders and
registered owners of bonds bearing such notation
shall be deemed to have consented to the execution
of such supplemental indenture, and consent, once
given or deemed to be given, may not be withdrawn.
Prior to the execution by the Company and the
Trustee of any supplemental indenture pursuant to
the provisions of this Section 4, the Company
shall publish a notice, setting forth in general
terms the substance of such supplemental
indenture, at least once in one daily newspaper of
general circulation in each city in which the
principal of any of the bonds shall be payable,
or, if all bonds outstanding shall be registered
bonds without coupons or coupon bonds registered
as to principal, such notice shall be sufficiently
given if mailed, first class, postage prepaid, and
registered if the Company so elects, to each
registered holder of bonds at the last address of
such holder appearing on the registry books, such
publication or mailing, as the case may be, to be
made not less than thirty (30) days prior to such
execution. Any failure of the Company to give
such notice, or any defect therein, shall not,
however, in any way impair or affect the validity
of any such supplemental indenture."
Article II
Additional Covenants
Section 2.01. The Company covenants that, so long as any bonds of
Series M are outstanding, the Company will comply with and
observe the covenants, terms and provisions contained in
Section 10 of Article IV of the Indenture which covenants, terms
and provisions shall remain in effect and shall be for the
benefit of the holders of the bonds of Series M as well as the
bonds of Series J, the bonds of Series K, and the bonds of Series
L.
Section 2.02. So long as any bonds of Series M are outstanding,
the Company will not declare or pay any dividends (other than
dividends payable solely in its common stock) or make any
distribution of any kind on, or make any expenditures to
purchase, redeem or retire (other than by exchange for other
shares, or through the application of the net cash proceeds of
the sale of other shares, exchanged or sold after the date of the
initial issuance of any bonds of Series M), any shares of its
common stock if:
(a) after giving effect to the dividend, distribution,
or expenditure concerned, the aggregate amount thereof
(except to the extent hereinbefore in this section excepted
from the effect hereof) shall be in excess of the sum of
$500,000 plus (or, in the event such accumulated surplus
earnings shall be a negative amount, minus) the surplus
earnings of the Company, determined in accordance with
generally accepted accounting principles, accumulated
subsequent to September 30, 1980; or
(b) any event of default hereunder shall then exist or
thereby occur or an event shall have occurred or a situation
shall then exist which by lapse of time alone would become
an event of default hereunder.
"Surplus earnings" for purposes of this Section 2.02 shall
be deemed to mean net earnings, as defined in paragraph 12 of
Article I of the Indenture, less all applicable interest charges
and less all taxes on income not deducted in computing said net
earnings.
Section 2.03. The term "default" or "event of default" wherever
used in this Thirteenth Supplemental Indenture shall mean any one
or more of the events set forth in Article X of the Indenture.
Article III
Miscellaneous
Section 3.01. For all purposes of this Thirteenth Supplemental
Indenture, all terms herein contained shall, except as the
context may otherwise require or as provided herein, have the
meanings given to such terms in the Indenture.
Section 3.02. The recitals contained in this Thirteenth
Supplemental Indenture are made by the Company and not by the
Trustee; and all of the provisions contained in the Indenture in
respect of the rights, privileges, immunities, powers and duties
of the Trustee shall be applicable in respect hereof as fully and
with like effect as set forth herein in full.
Section 3.03. This Thirteenth Supplemental Indenture may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original
and shall constitute but one and the same instrument.
In Witness Whereof, the Company has caused this instrument
to be executed in its corporate name by its President, or an
Executive Vice President or a Vice President and its corporate
seal to be hereunto affixed and to be attested by its Secretary
or an Assistant Secretary, and said U.S. Bank Trust National
Association, as successor trustee to Continental Bank, National
Association, to evidence its acceptance of its trust hereby
created, has caused this instrument to be executed in its
corporate name by an Executive Vice President or one of its Vice
Presidents and its corporate seal to be hereunto affixed and to
be attested by an Assistant Secretary, in several counterparts,
all as of the day and year first above written.
North Shore Gas Company
By: /s/ Xxxxx X. Xxxxxxxx
______________________
Vice President
Attest:
/s/ Xxxxx Xxxxxxxx
__________________
Secretary
U.S. Bank Trust National
Association, as successor
trustee to Continental Bank,
National Association
By: /s/ Xxxxx Xxxxxxxxxx
_____________________
Vice President
Attest:
/s/ X. X. Xxxx
________________
Assistant Secretary
State of Illinois )
) SS.
County of Xxxx )
I, Xxxxxx X. Xxxxxxxxx , a Notary public in and
for said County, in the State aforesaid, Do Hereby Certify that
X. X. Xxxxxxxx and X. Xxxxxxxx , personally known to me
to be the same persons whose names are subscribed to the
foregoing instrument, and personally known to me to be the duly
qualified and acting Vice President and Secretary, respectively,
of North Shore Gas Company, appeared before me this day in
person, and acknowledged that they signed, sealed and delivered
the said instrument as their free and voluntary acts as such Vice
President and Secretary, respectively, and as the free and
voluntary act of said North Shore Gas Company, for the uses and
purposes therein set forth.
In Witness Whereof, I have hereunto set my hand and have
affixed my Notarial Seal this 17 day of December, 1998.
/s/ Xxxxxx X. Xxxxxxxxx
_________________
Notary Public
My commission expires May 16 , 2001 .
State of Illinois )
) SS.
County of Xxxx )
I, Xxxxxxx Xxxxxxx , a Notary public in and for said
County, in the State aforesaid, Do Hereby Certify that Xxxxx
Xxxxxxxxxx and X. X. Xxxx , personally known to me
to be the same persons whose names are subscribed to the
foregoing instrument, and personally known to me to be the duly
elected, qualified and acting Vice President and Assistant
Secretary, respectively, of U.S. Bank Trust National Association,
as successor trustee to Continental Bank, National Association,
appeared before me this day in person, and acknowledged that they
signed, sealed and delivered the said instrument as their free
and voluntary acts as such Vice President and Assistant
Secretary, respectively, and as the free and voluntary act of
said U.S. Bank Trust National Association, as successor trustee
to Continental Bank, National Association, for the uses and
purposes therein set forth.
In Witness Whereof, I have hereunto set my hand and have
affixed my Notarial Seal this 16 day of December, 1998.
/s/ Xxxxxxx Xxxxxxx
_________________
Notary Public
My commission expires December 2 , 2000 .
Exhibit A
1. All rights of way, easements, franchises, licenses,
permit, privileges, leases, Leaseholds and other authority
granted to the Company for the purpose of constructing,
installing, operating, using, maintaining, renewing, replacing or
relocating gas mains, pipelines, services and other facilities
on, over or in private property owned by others and situated in
the Counties of Xxxx and Lake in the State of Illinois,
including, without limiting the generality of the foregoing,
those certain easements granted to the Company by the grantors
hereinafter named and filed for record and recorded as
hereinafter set forth to wit.
NSG Easements EXHIBIT A
12/11/98
EXHIBIT A
All rights of way, easements, franchises, licenses, permit, privileges,
leases, leaseholds and other authority granted to the Company for the purpose
of constructing, installing, operating, using, maintaining, renewing, replacing
or relocating gas mains, pipelines, services and other facilities on, over or
in private property owned by others and situated in the Counties of Xxxx and
Lake in the State of Illinois, including without limiting the generality of
the foregoing, those certain easements granted to the Company by the grantors
hereinafter named and filed for record and recorded as hereinafter set forth
to wit.
Grantor PIN Number Common Address Document Number County
LaSalle National Trust, N.A.
(Trustee) 00-00-000-000,030,032 Xxxxxx'x Xxxx County Home Addition 94869886 Xxxx
LaSalle State Real Estate Trust 04-02-101-021-0000 One Northbrook Place, Northbrook, IL 95377760 Xxxx
Commonwealth Edision Company Lake-Cook Road & Metra 04022436 Xxxx
Potomac Corp. 00-00-000-000 000 X. Xxxxxx Xxxx, Xxxxxxxx, XX 00000000 Xxxx
Village of Wheeling 00-00-000-000 100 W. Willow Road, Wheeling, IL 93713364 Xxxx
Allstate Insurance Company 03-23-401-012 0000 X. Xxxx Xxxx, Xxxxxxxx, XX 00000000 Xxxx
E-Z POR, Division of
Packaging Corp. of America 03-23-202-025 0000 X. Xxxx Xxxx, Xxxxxxxx, XX 00000000 Xxxx
Independent Trust Corp. (Trustee) 03-21-203-005 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 0000000 Lake
Factory Outlet Mall Associates 00-00-000-000 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, XX Not Recorded Lake
Chicago Title and Trust (Trustee) 00-00-000-000 & 000 Xxxxxxxx Xxxxx Subdivision, Zion, IL 3486660 Lake
American National Bank and Trust
Co. of Waukegan (Trustee) Willow Xxxxx Condo, Beach Park, IL 3437343 Xxxx
Xxxx Xxxxxxx Xxxxxx and Xxxx
Xxxxxxx Xxxxxx 00-00-000-000 00000 X. Xxxxxxx Xxxx, Xxxx, XX 0000000 Xxxx
Xxxxxxx X. Xxxxx, Xx. 00-00-000-000 00000 X. Xxxxxxxxx Xxxx, Xxxxxxx, XX 0000000 Lake
Bank of Waukegan (Trustee) 08-19-100-041 3130-3170 Monroe Street, Waukegan, IL 3495245 Lake
Xxxxx X. Xxxxxx and Xxxxxxxx
Xxxxxx 04-08-100-030 00000 Xxxxxxx Xxxx, Xxxx, XX 0000000 Lake
Xxxxxx X., Xxxx X., Xxx X.,
and Xxxxxx X. Xxxxxx 02-01-400-010 00000 X. Xxxxxxxxx Xxxx, Xxxxxxx, XX 0000000 Lake
Xxxxxxx X. Xxxxxxxxxx and
Xxxxxxx X. Xxxxxxxxxx 02-01-400-011 00000 X. Xxxxxxxxx Xxxx, Xxxxxxx, XX 0000000 Lake
Xxxxxxx X. & Xxxxxxx X. Xxxx,
Xxxxxxxx Xxx and Xxxx Xxxxx 12-18-400-20 & 21 12295-12355 W. Quassey Avenue, Lake Bluff, IL 3495244 Lake
Xxxxxxx X. Xxxxxxxxxx and
Xxxxxx Xxxxxxxxxx 02-01-400-012 00000 X. Xxxxxxxxx Xxxx, Xxxxxxx, XX 0000000 Lake
Xxxxxx Xxxxxx and Xxxxxxxx X.
Xxxxxx 02-01-300-011 00000 X. Xxxxxxxxx Xxxx, Xxxxxxx, XX 0000000 Lake
Commonwealth Edision Company Lorelei Drive, Zion, IL Not Recorded Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 00-00-000-000 00000 X. Xxxxxxxxx Xxxx, Xxxx, XX 0000000 Lake
Xxxxxx X Xxxx 00-00-000-000 Xxxxxx Court, Lindenhurst, IL 3311303 Lake
Buffalo Grove Park District 00-00-000-000 Candlewood Creek East Subdivision Not Recorded Lake
Bank of Waukegan (Trustee) 03-35-301-004 00000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 0000000 Lake
Albany Bank and Trust Company
(Trustee) 00-00-000-000 thru 000 000-000 Half Day Road, Highland Park, IL 3362510 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 00-00-000-000 00000 X. Xxxxxx Xxx., Xxxx, XX 0000000 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 03-04-300-011 00000 X. Xxxxxxxxx Xxxx, Xxxx, XX 0000000 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 03-04-300-036 00000 X. Xxxxxxxxx Xxxx, Xxxx, XX 0000000 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 03-04-300-036 West Stateline Road, Zion, IL 3323707 Lake
Xxxxxx X. Xxxxx and Xxxx X.
Xxxxx 00-00-000-000 00000 X. Xxxxxxxxx Xxxx, Xxxxxxx, XX 0000000 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 00-00-000-000 00000 X. Xxxxxxxxx Xxxx, Xxxx, XX 0000000 Lake
Chevy Chase Business Park
Limited Partnership 00-00-000-000 & 179 Chevy Chase Business Park 3559678 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 03-05-400-018 00000 X. Xxxxxxxxx Xxxx, Xxxx, XX 0000000 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 00-00-000-000 00000 X. Xxxxxxxxx Xxxx, Xxxx, XX 0000000 Lake
Concept 1, Inc. 00-00-000-000 thru 000 00000 thru 00000 Xxxxxx Xxxx, Xxxxxxxxx, XX 0000000 Lake
Xxxxxx X. Xxxxx 00-00-000-000 0000 Xxxxxxx Xxxxxx, Xxxx, XX 0000000 Lake
American National Bank and
Trust Co. of Chicago (Trustee) 00-00-000-000 Old Grove Farm Subdivision 3190587 Lake
American National Bank and
Trust Co. of Chicago (Trustee) 00-00-000-000 Old Grove Farm Subdivision 3190587 Lake
American National Bank and
Trust Co. of Chicago (Trustee) 00-00-000-000 Old Grove Farm Subdivision 3190587 Lake
American National Bank and
Trust Co. of Chicago (Trustee) 00-00-000-000 Old Grove Farm Subdivision 3190587 Xxxx
Xxxxxx and Xxxxxxx Xxxxxx 03-04-300-036 00000 Xxxxxxxxx Xxxx, Xxxx, XX 0000000 Lake
Xxxxxx X. and Xxxx X. Xxxxxx 00-00-000-000 00000 X. Xxx. 00, Xxxx Xxxxx, XX 0000000 Lake
Grand National Bank 00-00-000-000 000 X. Xxxxxxxxx Xxxxxx, Xxxxxx, XX 0000000 Lake
Deerfied State Bank (Trustee) 00-00-000-000 000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 0000000 Lake
G.B. Properties, Inc. 07-19-100-050 000000 X. Xxx. 00, Xxxx Xxxxx, XX 0000000 Lake
Xxxxxx Laboratories 00-00-000-000 Xxxxxxxx Xxxx, Xxxx Xxxxxx, XX 0000000 Lake
Teachers Insurance and Annuity
Association of America 00-00-000-000 000 Xxxxxxxxx Xxxx, Xxxxxxxx, XX 0000000 Lake
American National Bank and Trust
Company of Chicago (Trustee) 00-00-000-000 & 000 Xxxxxxxx Xx. & Xxxxx Xxxxxx, Xxxxxxxx, XX 0000000 Lake
Xxxx Xxxx (Trustee) 00-00-000-000 00000 Xxxxxxx Xxxx, Xxxx, XX 0000000 Lake
Village of Gurnee 00-00-000-000 & 000 Xxxxxx Xxxx at Bittersweet Drive, Gurnee, IL 3378255 Lake
LaSalle National Trust N.A.
(Trustee) 00-00-000-000 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, XX 0000000 Xxxx
Xxxx xx Xxxx Xxxxxx 00-00-000-000 Xxxxxxx Xxxx & Telegraph Road, Lake Forest, IL 0000000 Lake
Bank of Waukegan (Trustee) 00-00-000-000 000 Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 0000000 Lake
Vulcan Lands, Inc. 00-00-000-000,028,020 000 X. Xxx. 00, Xxxxxxxxx, XX 0000000 Lake
00-00-000-000 000 X. Xxx. 00, Xxxxxxxxx, XX 0000000 Xxxx
Xxxx Royal Crown Corporation 07-12-101-019 0000 Xxxxxx Xxxx, Xxxxxxxx, XX 0000000 Lake
Ebsco Industries, Inc. 07-12-101-021 0000 Xxxxxx Xxxx, Xxxxxxxx, XX 0000000 Lake
Candlewood Chicago, IL-
Libertyville, LLC 11 -18-103-031 XXX Xxxxx, Xxxxxxxxxxxx, XX 0000000 Lake
Xxxx Xxxx and Xxxxxx X. Xxxx 00-00-000-000 & 018 2869 Xxxx Flora, Waukegan, IL 4180170 Lake
LaSalle National Trust N.A.
(Trustee) 00-00-000-000 000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, XX 0000000 Lake
Commonwealth Edision Company Xxxxxxx Road, Gurnee, IL Not Recorded Lake
American National Bank and
Trust Co. of Waukegan (Trustee) Calmarin Gardens, Zion, IL 3437344 Lake
American National Bank &
Trust Co. of Chicago (Trustee) 00-00-000-000 Xxxxxxxxx Xx. & Xxxxx 00, Xxxxxxxxx, XX 0000000 Lake
First Midwest Trust Company,
N.A. (Trustee) 08-21-418-034 00 X. Xxxxxx Xxxxxx, Xxxxxxxx, XX 0000000 Lake
Village of Xxxxxx 00-00-000-000 Xxxx Xxxxx Not Recorded Lake
Northern Trust Bank/Lake Forest
(Trustee) 12-19-200-040 000 Xxxxxx Xxxxxxx, Xxxx Xxxxx, XX 0000000 Xxxx
Xxxx Xxxxxx Public Water District 00-00-000-000 000 00xx Xxxxxx, Xxxx, XX 0000000 Lake
Xxxx X. Xxxxxxx and Xxxx Xxxxxxx 00-00-000-000 0000 00xx Xxxxxx, Xxxx XX 0000000 Lake
LaSalle National Trust, N.A.
(Trustee) 11-18-100-016 000 X. Xxx 00, Xxxxxxxxxxxx, XX 0000000 Lake
Commonwealth Edision Company Xxxxxxx Drive, Gurnee, IL Not Recorded Lake
Commonwealth Edison Company Route 120, Waukegan, IL 3737692 Lake
Xxxx X. Xxxxx and Xxxx X. Xxxxx 00-00-000-000 00000 X. Xxxxxx Xxxxx, Xxxxxxxxx, XX 0000000 Lake
American National Bank & Trust
Co. of Chicago (Trustee) 00-00-000-000 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxx Xxxx, XX 0000000 Lake
American National Bank & Trust
Co. of Chicago (Trustee) 15-01-202-046 & 000 Xxxxxx Xxxxx Xxxxx 0, Xxxx Xxxxxx, XX 0000000 Lake
American National Bank & Trust
Co. of Chicago (Trustee) 00-00-000-000 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxx Xxxx, XX 0000000 Lake
Xxxxxx Xxxxxx and Xxxxxxxx 04-18-400-035 & 037 0000 Xxxxx 000, Xxxx, XX 0000000 Lake
City of Lake Forest 00-00-000-000 000 X. Xxxxxxxx, Xxxx Xxxxxx, XX 0000000 Lake
Xxxx Xxxxxx Bank (Trustee) 12-32-201-015 000 X. Xxxx Xxxx, Xxxx Xxxxxx, XX 0000000 Lake
Xxxx Xxxxxx Bank (Trustee) 12-19-209-010 000 Xxxxxxxx Xx. Xxxx Xxxxx, XX 0000000 Lake
State of Illinois Department
of Conservation Xxxxxxxx Xxxxx Xxxxx Xxxx 0000000 Xxxx
