Supplemental Indenture MADE AS OF [ ], TO BE EFFECTIVE [ ] NORTHERN ILLINOIS GAS COMPANY TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE UNDER INDENTURE DATED AS OF JANUARY 1, 1954 AND SUPPLEMENTAL INDENTURES THERETO FIRST MORTGAGE BONDS [...
EXHIBIT 4.11
When recorded return to: |
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Space Above this Line Reserved for Recorder’s Use Only |
MADE AS OF [ ], TO BE EFFECTIVE [ ]
NORTHERN ILLINOIS GAS COMPANY
TO
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
TRUSTEE UNDER INDENTURE DATED AS OF
JANUARY 1, 1954
AND
SUPPLEMENTAL
INDENTURES THERETO
FIRST MORTGAGE BONDS
[ ] SERIES DUE [ ]
[ ] SERIES DUE [ ]
THIS SUPPLEMENTAL INDENTURE, made as of the [ ] and effective the [ ],
between NORTHERN ILLINOIS GAS COMPANY, a corporation organized and existing under the laws of the
State of Illinois (hereinafter called the “Company”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. (hereinafter called the “Trustee”), as successor Trustee under an Indenture dated as
of January 1, 1954, as supplemented by Supplemental Indentures dated (or made effective),
respectively, February 9, 1954, April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1,
1963, August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966, July 1, 1967, June 1, 1968,
December 1, 1969, August 1, 1970, June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April
30, 1976, April 30, 1976, July 1, 1976, August 1, 1976, December 1, 1977, January 15, 1979,
December 1, 1981, March 1, 1983, October 1, 1984, December 1, 1986, March 15, 1988, July 1, 1988,
July 1, 1989, July 15, 1990, August 15, 1991, July 15, 1992, February 1, 1993, March 15, 1993, May
1, 1993, July 1, 1993, August 15, 1994, October 15, 1995, May 10, 1996, August 1, 1996, June 1,
1997, October 15, 1997, February 15, 1998, June 1, 1998, February 1, 1999, February 1, 2001, May
15, 2001, August 15, 2001, December 15, 2001, December 1, 2003, December 15, 2006, and August 1,
2008 effective August 15, 2008 such Indenture dated as of January 1, 1954, as so supplemented,
being hereinafter called the “Indenture.”
WITNESSETH:
WHEREAS, the Indenture provides for the issuance from time to time thereunder, in series, of
bonds of the Company for the purposes and subject to the limitations therein specified; and
WHEREAS, the Company desires, by this Supplemental Indenture, to create an additional series
of bonds to be issuable under the Indenture, such bonds to be designated “First Mortgage Bonds,
[ ]Series due [ ]” (hereinafter called the “bonds of this Series”), and the terms and
provisions to be contained in the bonds of this Series or to be otherwise applicable thereto to be
as set forth in this Supplemental Indenture; and
WHEREAS, the forms, respectively, of the bonds of this Series, and the Trustee’s certificate
to be endorsed on all bonds of this Series, are to be substantially as follows:
(FORM OF FACE OF BOND)
NO. RU-
|
$______ | |
Ill. Commerce Commission No.[___]
|
CUSIP No. ______ |
NORTHERN ILLINOIS GAS COMPANY
First Mortgage Bond, [ ]% Series due [ ]
NORTHERN ILLINOIS GAS COMPANY, an Illinois corporation (hereinafter called the “Company”), for
value received, hereby promises to pay to or registered assigns, the sum of Dollars, on the [ ], and to pay to the registered owner hereof
interest on said sum from the date hereof until said sum shall be paid, at the rate of [ ]
per annum, payable semi-annually on the [ ] and the [ ] 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 this bond 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 [ ] or [ ](whether or not a business day), as the case may be, next
preceding such interest payment date. If and to the extent that the Company shall default in the
payment of interest due on such interest payment date, such defaulted interest shall be paid to the
person in whose name this bond is registered on the record date fixed, in advance, by the Company
for the payment of such defaulted interest.
Additional provisions of this bond are set forth on the reverse hereof.
This bond shall not be entitled to any security or benefit under the Indenture or be valid or
become obligatory for any purpose unless and until it shall have been authenticated by the
execution by the Trustee, or its successor in trust under the Indenture, of the certificate
endorsed hereon.
IN WITNESS WHEREOF, Northern Illinois Gas Company has caused this bond to be executed in its
name by its Vice President, manually or by facsimile signature, and has caused its corporate seal
to be impressed hereon or a facsimile thereof to be imprinted hereon and to be attested by its
Assistant Secretary, manually or by facsimile signature.
Dated: [ ]
| NORTHERN ILLINOIS GAS COMPANY |
||||||
| BY: | ||||||
| Vice President | ||||||
ATTEST: |
||||||
(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 as of [ ], effective [ ].
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 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 Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by
certain indentures supplemental thereto, executed and delivered to the Trustee; and this bond is
one of a series of such bonds, designated “Northern Illinois Gas Company First Mortgage Bonds,
[ ]Series due [ ](“herein called “bonds of this Series”), the issuance of which is
provided for by a Supplemental Indenture dated as of [ ], effective [ ](hereinafter
called the “Supplemental Indenture”), executed and delivered by the Company to the Trustee. The
term “Indenture”, as hereinafter used, means said Indenture dated as of January 1, 1954, and all
indentures supplemental thereto (including, without limitation, the Supplemental Indenture) from
time to time in effect. Reference is made to the Indenture for a description of the property
mortgaged and pledged, the nature and extent of the security, the rights of the holders and
registered owners of said bonds, of the Company and of the Trustee in respect of the security, and
the terms and conditions governing the issuance and security of said bonds.
With the consent of the Company and to the extent permitted by and as provided in the
Indenture, modifications or alterations of the Indenture or of any supplemental indenture and of
the rights and obligations of the Company and of the holders and registered owners of the bonds may
be made, and compliance with any provision of the Indenture or of any supplemental indenture may be
waived, by the affirmative vote of the holders and registered owners of not less than sixty-six and
two-thirds per centum (66 2/3%) in principal amount of the bonds then outstanding under the
Indenture, and by the affirmative vote of the holders and registered owners of not less than
sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds of any series then
outstanding under the Indenture and affected by such modification or alteration, in case one or
more but less than all of the series of bonds then outstanding under the Indenture are so affected,
but in any case excluding bonds disqualified from voting by reason of the Company’s interest
therein as provided in the Indenture; subject, however, to the condition, among other conditions
stated in the Indenture, that no such modification or alteration shall be made which, among other
things, will permit the extension of the time or times of payment of the principal of or the
interest or the premium, if any, on this bond, or the reduction in the principal amount hereof or
in the rate of interest or the amount of any premium hereon, or any other modification in the terms
of payment of such principal, interest or premium, which terms of payment are unconditional, or,
otherwise than as permitted by the Indenture, the creation of any lien ranking prior to or on a
parity with the lien of the Indenture with respect to any of the mortgaged property, all as more
fully provided in the Indenture.
The bonds of this Series may be called for redemption by the Company, as a whole at any time
or in part from time to time, at a redemption price equal to 100% of the principal amount of the
bonds of this Series to be redeemed plus accrued and unpaid interest on the principal amount being
redeemed to the date of redemption and the Make-Whole Amount (as defined in the Supplemental
Indenture) applicable thereto.
Notice of each redemption shall be mailed to all registered owners not less than thirty nor
more than forty-five days before the redemption date.
In case of certain completed defaults specified in the Indenture, the principal of this bond
may be declared or may become due and payable in the manner and with the effect provided in the
Indenture.
No recourse shall be had for the payment of the principal of or the interest or the premium,
if any, on this bond, or for any claim based hereon, or otherwise in respect hereof or of the
Indenture, to or against any incorporator, stockholder, officer or director, past, present or
future, of the Company or of any predecessor or successor corporation, either directly or through
the Company or such predecessor or successor corporation, under any constitution or statute or rule
of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of
incorporators, stockholders, directors and officers being waived and released by the registered
owner hereof by the acceptance of this bond and being likewise waived and released by the terms of
the Indenture, all as more fully provided therein.
This bond is transferable by the registered owner hereof, in person or by duly authorized
attorney, at the office or agency of the Company in the City of Chicago, State of Illinois, or, at
the option of registered owner, at the office or agency of the Company in the Borough of Manhattan,
The City and State of New York, upon surrender and cancellation of this bond; and thereupon a new
registered bond or bonds without coupons of the same aggregate principal amount and series will,
upon the payment of any transfer tax or taxes payable, be issued to the transferee in exchange
herefor. The Company shall not be required to exchange or transfer this bond if this bond or a
portion hereof has been selected for redemption.
(END OF BOND FORM)
and
WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed
and delivered, a valid, binding and legal instrument in accordance with its terms, and for the
purposes herein expressed, have been done and performed, and the execution and delivery of this
Supplemental Indenture have in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises and of the sum of one dollar paid by the
Trustee to the Company, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, for the purpose of securing the due and punctual payment of the principal of
and the interest and premium, if any, on all bonds which shall be issued under the Indenture, and
for the purpose of securing the faithful performance and observance of all the covenants and
conditions set forth in the Indenture and in all indentures supplemental thereto, the Company by
these presents does grant, bargain, sell, transfer, assign, pledge, mortgage, warrant and convey
unto Bank of New York Mellon Trust Company, N.A., as Trustee, and its successor or successors in
the trust hereby created, all property, real and personal (other than property expressly excepted
from the lien and operation of the Indenture), which, at the actual date of execution and delivery
of this Supplemental Indenture, is solely used or held for use in the operation by the Company of
its gas utility system and in the conduct of its gas utility business
and all property, real and personal, used or useful in the gas utility business (other than
property expressly excepted from the lien and operation of the Indenture) acquired by the Company
after the actual date of execution and delivery of this Supplemental Indenture or (subject to the
provisions of Section 16.03 of the Indenture) by any successor corporation after such execution and
delivery, and it is further agreed by and between the Company and the Trustee as follows:
ARTICLE I.
BONDS OF THIS SERIES
Section 1. The bonds of this Series shall, as hereinbefore recited, be designated as the
Company’s “First Mortgage Bonds, [ ] Series due [ ]”. The bonds of this Series which
may be issued and outstanding shall not exceed [ ]in aggregate principal amount, exclusive of
bonds of such series authenticated and delivered pursuant to Section 4.12 of the Indenture.
Section 2. The bonds of this Series shall be registered bonds without coupons, and the form of
such bonds, and of the Trustee’s certificate of authentication to be endorsed on all bonds of this
Series, shall be substantially as hereinbefore recited, respectively.
Section 3. The bonds of this Series shall be issued in the denomination of $1,000 each and in
such integral multiple or multiples thereof as shall be determined and authorized by the Board of
Directors of the Company or by any officer of the Company authorized by the Board of Directors to
make such determination, the authorization of the denomination of any bond to be conclusively
evidenced by the execution thereof on behalf of the Company. The bonds of this Series shall be
numbered RU-1 and consecutively upwards, or in such other appropriate manner as shall be determined
and authorized by the Board of Directors of the Company.
All bonds of this Series shall be dated [ ]except that each bond issued on or after the
first payment of interest thereon shall be dated as of the date of the interest payment date
thereof to which interest shall have been paid on the bonds of such series next preceding the date
of issue, unless issued on an interest payment date to which interest shall have been so paid, in
which event such bonds shall be dated as of the date of issue; provided, however, that bonds issued
on or after [ ]and before the next succeeding [ ]or on or after [ ]and before the
next succeeding [ ]shall be dated the next succeeding interest payment date if interest shall
have been paid to such date. All bonds of this Series shall mature [ ]and shall bear
interest at the rate of [ ]% per annum until the principal thereof shall be paid. Such
interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and
shall be payable semi-annually on the [ ]day of [
]
and the [
]day of
[
]
in each year, beginning [ ]. So long as there is no existing default in the payment of
interest on the bonds of this Series, such interest shall be payable to the person in whose name
each such bond is registered on the [ ]or [ ] (whether or not a business day), as the
case may be, next preceding the respective interest payment dates; provided, however, if and to the
extent that the Company shall default in the payment of interest due on such interest payment date,
such defaulted interest shall be paid to the person in whose name each such bond is registered on
the record date fixed, in advance, by
the Company for the payment of such defaulted interest. Interest will accrue on overdue
interest installments at the rate of [ ]% per annum.
The principal of and interest and premium, if any, on the bonds of this Series shall be
payable in any coin or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts, and shall be payable at the office or
agency of the Company in the City of Chicago, State of Illinois, or, at the option of the
registered owner, at the office or agency of the Company in the Borough of Manhattan, The City and
State of New York. Any installment of interest on the bonds may, at the Company’s option, be paid
by mailing checks for such interest payable to or upon the written order of the person entitled
thereto to the address of such person as it appears on the registration books. The bonds of this
Series shall be registrable, transferable and exchangeable in the manner provided in Sections 4.08
and 4.09 of the Indenture, at either of such offices or agencies.
Section 4. The bonds of this Series, upon the mailing of notice and in the manner provided in
Section 7.01 of the Indenture (except that no published notice shall be required for the bonds of
this Series) and with the effect provided in Section 7.02 thereof, shall be redeemable at the
option of the Company, as a whole at any time or in part from time to time, at a redemption price
equal to 100% of the principal amount of the bonds of this Series to be redeemed plus accrued and
unpaid interest of the principal amount being redeemed to the date of redemption plus the
Make-Whole Amount applicable thereto. “Make-Whole Amount” means, with respect to any bond of this
Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such bond of this Series over the amount of such
Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the
purposes of determining the Make-Whole Amount, the following terms have the following meanings:
“Called Principal” means, with respect to any bond of this Series, the principal of
such bond of this Series that is to be redeemed.
“Discounted Value” means, with respect to the Called Principal of any bond of this
Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to
such Called Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which interest on the bond of
this Series is payable) equal to the Reinvestment Yield with respect to such Called
Principal.
“Reinvestment Yield” means, with respect to the Called Principal of any bond of this
Series, .50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m.
(New York City time) on the second Business Day preceding the Settlement Date with respect
to such Called Principal, on the display designated as “Page PX1” (or such other display as
may replace Page PX1) on Bloomberg Financial Markets (“Bloomberg”) or, if Page PX1 (or its
successor screen on Bloomberg) is unavailable, the Telerate Access Service screen which
corresponds most closely to Page PX1 for the most recently issued actively traded U.S.
Treasury securities having a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported as of such time are
not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date. Such implied yield will
be determined, if necessary, by (a) converting U.S. Treasury xxxx quotations to bond
equivalent yields in accordance with accepted financial practice and (b) interpolating
linearly between (1) the actively traded U.S. Treasury security with the maturity closest to
and greater than such Remaining Average Life and (2) the actively traded U.S. Treasury
security with the maturity closest to and less than such Remaining Average Life. The
Reinvestment Yield shall be rounded to the number of decimal places as appears in the
interest rate of the applicable bond of this Series.
“Remaining Average Life” means, with respect to any Called Principal, the number of
years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the principal
component of each Remaining Scheduled Payment with respect to such Called Principal by (b)
the number of years (calculated to the nearest one-twelfth year) that will elapse between
the Settlement Date with respect to such Called Principal and the scheduled due date of such
Remaining Scheduled Payment.
“Remaining Scheduled Payments” means, with respect to the Called Principal of any bond
of this Series, all payments of such Called Principal and interest thereon that would be due
after the Settlement Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such Settlement Date
is not a date on which interest payments are due to be made under the terms of the bond of
this Series, then the amount of the next succeeding scheduled interest payment will be
reduced by the amount of interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to the terms of this Supplemental Indenture.
“Settlement Date” means, with respect to the Called Principal of any bond of this
Series, the date on which such Called Principal is to be redeemed.
Section 5. No sinking fund is to be provided for the bonds of this Series.
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 1. This Supplemental Indenture is executed by the Company and the Trustee pursuant to
provisions of Section 4.02 of the Indenture and the terms and conditions hereof shall be deemed to
be a part of the terms and conditions of the Indenture for any and all purposes. The Indenture, as
heretofore supplemented and as supplemented by this Supplemental Indenture, is in all respects
ratified and confirmed.
Section 2. This Supplemental Indenture shall bind and, subject to the provisions of Article
XVI of the Indenture, inure to the benefit of the respective successors and assigns of the parties
hereto.
Section 3. Although this Supplemental Indenture is made as of [
], effective[
],
it shall be effective only from and after the actual time of its execution and delivery by the
Company and the Trustee on the date indicated by their respective acknowledgements hereto.
Section 4. This Supplemental Indenture may be simultaneously executed in any number of
counterparts, and all such counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, Northern Illinois Gas Company has caused this Supplemental Indenture to be
executed in its name by its President, a Vice President, or Treasurer, and its corporate seal to be
hereunto affixed and attested by its Assistant Secretary, and Bank of New York Mellon Trust
Company, N.A., as Trustee under the Indenture, has caused this Supplemental Indenture to be
executed in its name by one of its Assistant Vice Presidents, and its seal to be hereunto affixed
and attested by one of its Assistant Secretaries, all as of the day and year first above written.
| NORTHERN ILLINOIS GAS COMPANY |
||||
| BY: | ||||
| ATTEST: |
||||
| BY: | ||||
BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
COMPANY, N.A.,
as Trustee
| BY: | ||||
| Name: | ||||
| Title: | ||||
| ATTEST: |
||||
| BY: | ||||
| Name: | ||||
| Title: | ||||
| STATE OF ILLINOIS | } | SS: | ||
| COUNTY OF DUPAGE | } |
I, , a Notary Public in the State aforesaid, DO HEREBY CERTIFY that
[ ] of Northern Illinois Gas Company, an Illinois corporation, one of the parties described
in and which executed the foregoing instrument, and [ ] 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 [ ] and [ ], respectively, and who are both personally known to me
to be the [ ] and [ ], 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 [ ] and [ ], respectively, of said
corporation, and as the free and voluntary act of said corporation, for the uses and purposes
therein set forth.
GIVEN under my hand and notarial seal this
day of
, [
] A.D.
| Notary Public | ||||
My Commission expires
__, 20__.
| STATE OF ILLINOIS | } | SS: | ||
| COUNTY OF XXXX | } |
I,
, a Notary Public in and for the said County, in the State aforesaid,
DO HEREBY CERTIFY that , [Assistant Vice President] of Bank of New York Mellon
Trust Company, N.A., one of the parties described in and which executed the foregoing instrument,
and , an [Assistant Secretary] of said trust company, who are both personally
known to me to be the same persons whose names are subscribed to the foregoing instrument as such
[Assistant Vice President and Assistant Secretary], respectively, and who are both personally known
to me to be an [Assistant Vice President and an Assistant Secretary], respectively, of said trust
company, appeared before me this day in person and severally acknowledged that they signed, sealed,
executed and delivered said instrument as their free and voluntary act as such [Assistant Vice
President and Assistant Secretary], respectively, of said trust company, and as the free and
voluntary act of said trust company, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this
day of
, [
] A.D.
| Notary Public | ||||
My Commission expires
___, 20__.
RECORDING DATA
This Supplemental Indenture was recorded on , ___, in the office of the Recorder of
Deeds in certain counties in the State of Illinois, as follows:
| County | Document No. | |
Xxxx
|
||
Xxxxx |
||
Xxxxx |
||
Bureau |
||
Xxxxxxx |
||
Champaign |
||
DeKalb |
||
XxXxxx |
||
DuPage |
||
Ford |
||
Grundy |
||
Xxxxxxx |
||
Xxxxxxxxx |
||
Xxxxx |
||
Iroquois |
||
JoDaviess |
||
Xxxx |
||
Kankakee |
||
Xxxxxxx |
||
Xxxx |
||
LaSalle |
||
Xxx |
||
Xxxxxxxxxx |
||
XxXxxxx |
||
XxXxxx |
||
Xxxxxx |
||
Xxxx |
||
Xxxxx |
||
Pike |
||
Rock Island |
||
Xxxxxxxxxx |
||
Tazewell |
||
Vermilion |
||
Whiteside |
||
Will |
||
Winnebago |
||
Woodford |
