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THE PEOPLES GAS LIGHT AND COKE COMPANY
TO
BANK OF AMERICA ILLINOIS
TRUSTEE
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SUPPLEMENTAL INDENTURE
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DATED AS OF JUNE 1, 1995
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FIRST AND REFUNDING MORTGAGE 6.10% BONDS, SERIES FF
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This Supplemental Indenture, dated as of June 1, 1995, made and entered
into by and between THE PEOPLES GAS LIGHT AND COKE COMPANY, a corporation
organized and existing under the laws of the State of Illinois (hereinafter
called the "Company") and BANK OF AMERICA ILLINOIS (hereinafter called the
"Trustee"), a corporation organized and existing under laws of the United States
of America and successor to Illinois Merchants Trust Company, as trustee under
the indenture of Chicago By-Product Coke Company to said Illinois Merchants
Trust Company, as trustee, dated January 2, 1926,
WITNESSETH:
WHEREAS, Chicago By-Product Coke Company, a corporation organized and
existing under the laws of the State of Delaware, heretofore gave its mortgage
in the form of an indenture (hereinafter called the "Original Mortgage") to
Illinois Merchants Trust Company, as trustee, under date of the second day of
January, 1926; and
WHEREAS, the Company executed and delivered to said Illinois Merchants
Trust Company, as trustee under the Original Mortgage, an indenture bearing date
the first day of March, 1928, 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 Mortgage and secured thereby, and to perform and fulfill all
of the terms, covenants, and conditions of the Original Mortgage binding upon
said Chicago By-Product Coke Company, and in and by said indenture the Company
subjected to the lien of the Original Mortgage, subject to the existing liens
permitted by Section 2 of Article XIV of the Original Mortgage but with
statements required by said Section 2 with regard to such existing liens, all of
the property then owned by the Company or thereafter acquired by it (excepting
such of its property as the Company was by said Section 2 of Article XIV of the
Original Mortgage expressly authorized to reserve from the lien of the Original
Mortgage); and
WHEREAS, by virtue of all the things done as in the next preceding
paragraph recited, the Company has become the successor corporation under the
Original Mortgage, subject to all the terms, conditions and restrictions
thereof; and
WHEREAS, thereafter the Company has made, executed and delivered other
indentures supplemental to the Original Mortgage, of which the indentures
supplemental to the Original Mortgage delivered to Bank of America Illinois
(formerly known as Continental Bank, National Association), as Trustee,
successor to Illinois Merchants Trust Company, as Trustee under the Original
Mortgage, dated, respectively, May 20, 1936, March 10, 1950, as of June 1, 1951,
as of August 15, 1967, as of September 15, 1970, as of June 1, 1984, as of June
1, 1984, as of October 1, 1984, as of March 1, 1985, as of March 1, 1985, as of
March 1, 1985, as of March 1, 1985, as of May 1, 1990, as of April 1, 1993 as of
December 1, 1993 and as of December 1, 1993 are wholly or partially in full
force and effect (said Original Mortgage, and said Indenture dated March 1,
1928, as so supplemented and amended, being collectively called the "Mortgage",
and said Mortgage, as supplemented by this Supplemental Indenture, being
collectively called the "Mortgage as supplemented"); and
WHEREAS, all bonds which have heretofore been issued and outstanding under
the Mortgage have been retired and cancelled, except that as of June 1, 1995,
there were bonds of the following series outstanding in the aggregate principal
amounts indicated below:
Aggregate
Bonds Due Date Principal Amount
----- -------- ----------------
Series U June 1, 1999 $43,375,000
Series V June 1, 1999 $43,375,000
Series W October 1, 1999 $10,400,000
Series X March 1, 2015 $50,000,000
Series Y March 1, 2015 $50,000,000
Series Z March 1, 2015 $50,000,000
Series AA March 1, 2015 $50,000,000
Series BB May 1, 2020 $75,000,000
Series CC May 1, 2003 $75,000,000
Series DD December 1, 2023 $75,000,000
Series EE December 1, 2023 $27,000,000
and;
WHEREAS, it is provided in Article III of the Mortgage that bonds of any
series may from time to time be issued by the Company under the Mortgage in a
principal amount equal to 75% of expenditures made for the acquisition of any
permanent property as defined in the mortgage or upon the deposit of cash with
the Trustee equal to the aggregate principal amount of bonds whose
authentication and delivery is then applied for; and
WHEREAS, the Company has duly determined to create an additional series of
its bonds to be issued under the Mortgage as supplemented designated "The
Peoples Gas Light and Coke Company First and Refunding Mortgage 6.10% Bonds,
Series FF" (herein sometimes referred to as "bonds of Series FF") and to issue
an aggregate of $50,000,000 principal amount of said bonds all of which bonds
shall be fully registered without coupons; and
WHEREAS, the Company desires to reserve the right to amend the Mortgage
without any consent or other action by holders of the bonds of Series FF or any
subsequent series, to provide that the Mortgage, the rights and obligations of
the Company and the rights of the bondholders may be modified with the consent
of the holders of not less than 60% in aggregate principal amount of the bonds
adversely affected; provided, however, that no modification shall (1) extend the
time or reduce the amount of any payment on any bond without the consent of the
holder of each bond so affected, (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the Mortgage,
without the consent of the holders of all bonds then outstanding, or (3) reduce
the above percentage of the aggregate principal amount of bonds the holders of
which are required to approve any such modification without the consent of the
holders of all bonds then outstanding; and
2
WHEREAS, the Company also desires in and by this Supplemental Indenture to
record the description of, and confirm unto the Trustee, certain property which
is subject to the lien of the Mortgage; and
WHEREAS, the form of registered bond of Series FF and the form of the
Trustee's Certificate to appear on all bonds of Series FF shall be substantially
as follows:
(Form of Series FF Registered Bond Without Coupons)
No. R . . . . . . . . $. . . . . . .
THE PEOPLES GAS LIGHT AND COKE COMPANY
FIRST AND REFUNDING MORTGAGE 6.10% BOND,
SERIES FF
DUE June 1, 2025
THE PEOPLES GAS LIGHT AND COKE COMPANY, an Illinois corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . ., or registered assigns on June 1, 2025 unless this
Bond shall have been called for redemption and payment of the redemption price
shall have been duly made or provided for in accordance with the hereinafter
described Mortgage, the principal sum of . . . . . . . . . . . . . . . Dollars
($ ), and to pay interest on the balance of said principal sum from
time to time remaining unpaid from the June 1 or December 1 to which interest
has been paid next preceding the date of authentication of this Bond, unless
this Bond is authenticated on a June 1 or December 1 to which interest has been
paid, in which event this Bond shall bear interest from such June 1 or December
1, or unless no interest has been paid on this Bond, in which event this Bond
shall bear interest from June 1, 1995, at the rate of six and one-tenth percent
(6.10%) per annum (calculated on the basis of a year of 360 days consisting of
twelve 30-day months), payable at or before 9:00 a.m., Chicago time, on June 1
and December 1 of each year, commencing December 1, 1995, until payment in full
of such principal sum. Interest shall also accrue on any overdue principal,
premium, if any, and (to the extent that such interest shall be legally
enforceable) on any overdue installment of interest until paid at the same rate
per annum. The interest so payable on any interest payment date will, subject
to certain exceptions provided in the Mortgage hereinafter referred to, be paid
to the person who is the registered owner of this Bond at the close of business
on the applicable record date, as provided in the Mortgage, next preceding such
interest payment date. Principal of, premium, if any, and interest on this Bond
shall be payable in lawful money of the United States of America at the
principal corporate office or agency of the Company in Chicago, Illinois.
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This Bond is one of the First and Refunding Mortgage Bonds of the Company,
all issued and to be issued in series, from time to time, under and in
accordance with and, irrespective of the time of issue or of the series in which
issued or the designation thereof, equally secured by an Indenture, dated the
second day of January, 1926, executed by Chicago By-Product Coke Company, a
Delaware corporation, to Illinois Merchants Trust Company, as trustee, and
recorded on January 19, 1926, as Document No. 9154395 in Book 22219 of Records,
at page 283, in the Recorder's Office of Xxxx County, Illinois, which Indenture
was assumed by the Company as a successor corporation, as defined therein, by an
indenture, dated the first day of March, 1928, executed by the Company to said
trustee, and recorded on April 7, 1928, as Document No. 9980547 in Book 25701 of
Records, at page 599, in the Recorder's Office of Xxxx County, Illinois, and has
heretofore been, and from time to time hereafter may be, amended and
supplemented by indentures supplemental thereto, including the Supplemental
Indenture dated as of June 1, 1995 relating to the hereinafter described Series
FF Bonds (the "Supplemental Indenture"). The word "Mortgage", as used in this
Bond, shall mean said Indenture, as amended and supplemented from time to time
by indentures supplemental thereto, including the Supplemental Indenture. The
word "Company", as used in this Bond, shall be construed to include any
successor corporation, as defined in the Mortgage. The word "Trustee", as used
in this Bond, shall be construed to mean and include Bank of America Illinois
(successor to Illinois Merchants Trust Company), as trustee under the Mortgage,
and any successor trustee thereunder. Reference is hereby made to the Mortgage
and all indentures supplemental thereto for a description of the property
mortgaged and pledged (except that certain parcels described in the Mortgage and
in said supplemental indentures have been released from the lien of the Mortgage
pursuant to the terms thereof), the nature and extent of the security and the
terms and conditions governing the issuance and security of the bonds issued or
to be issued under the Mortgage. As provided in the Mortgage, the bonds may be
for various principal sums, are issuable in series, may bear interest at
different rates and may otherwise vary as provided therein. This Bond is one of
the series of such First and Refunding Mortgage Bonds designated as "The Peoples
Gas Light and Coke Company First and Refunding Mortgage 6.10% Bonds, Series FF",
hereinafter called the "Series FF Bonds".
As more fully described in the Supplemental Indenture, the Company reserves
the right, without any consent or other action by holders of the Series FF Bonds
or the bonds of any subsequent series, to amend the Mortgage to provide that the
Mortgage, the rights and obligations of the Company and the rights of the
bondholders may be modified with the consent of the holders of not less than 60%
in aggregate principal amount of the bonds adversely affected; provided,
however, that no modification shall (1) extend the time or reduce the amount of
any payment on any bond without the consent of the holder of each bond so
affected, (2) permit the creation of any lien, not otherwise permitted, prior to
or on a parity with the lien of the Mortgage, without the consent of the holders
of all bonds then outstanding, or (3) reduce the above percentage of the
principal amount of bonds the holders of which are required to approve any such
modification without the consent of the holders of all bonds then outstanding.
The Series FF Bonds are subject to optional redemption prior to maturity by
the Company, in whole or in part, on any date on or after June 1, 2005, and at
the redemption prices
4
(expressed as percentages of principal amount) set forth below, plus accrued
interest, if any, to the redemption date:
REDEMPTION DATES REDEMPTION PRICES
---------------- -----------------
June 1, 2005 through
May 31, 2006 102%
June 1, 2006 through
May 31, 2007 101%
June 1, 2007 and 100%
thereafter
All of the outstanding Series FF Bonds may be redeemed at any time by the
Company, by the payment of the principal amount thereof and accrued interest
thereon to the date of redemption, without the payment of any premium, in the
event of the acquisition by any federal, state or municipal authority of any
substantial portion (which shall be not less than one-third as determined by
book values) of the income-producing properties of the Company which are subject
to the lien of the Mortgage.
All of the outstanding bonds under the Mortgage shall be redeemed by the
Company by the payment of the respective applicable redemption price or prices
and accrued interest thereon to the date of redemption, without the payment of
any premium, in the event of the acquisition by any federal, state or municipal
authority of all or substantially all of the income-producing properties of the
Company which are subject to the lien of the Mortgage.
All of the outstanding Series FF Bonds shall be redeemed by the Company not
more than sixty (60) days after the Trustee receives written notice from the
Revenue Bond Trustee (as defined in the Supplemental Indenture) stating that the
principal on the Chicago Refunding Revenue Bonds (as defined in the Supplemental
Indenture) has been declared to be immediately due and payable as a result of an
event of default under the Refunding Revenue Bond Indenture (as defined in the
Supplemental Indenture). The redemption price for any such redemption shall be
100% of the principal amount of the Series FF Bonds to be redeemed, plus
interest thereon accrued to the date fixed for redemption.
The Series FF Bonds are subject to optional redemption by the Company, in
whole but not in part, at any time, at a redemption price of 100% of the
principal amount thereof, plus accrued interest, if any, to the redemption date,
upon the occurrence of certain events described in the Supplemental Indenture
(relating to unreasonable burdens or excessive liabilities imposed upon the
Company; changes in the economic availability of raw materials, operating
supplies, fuel or other energy sources or supplies or technological or other
changes rendering the Project (as defined in the Supplemental Indenture)
uneconomic; court order or decree preventing operations at the Project or
rendering the continuation of the Project's operations economically unfeasible).
5
Series FF Bonds are also subject to mandatory redemption at any time, in
whole (or in part as hereinafter provided), at 100% of the principal amount
thereof, plus accrued interest, if any, to the redemption date, in the event
that it is finally determined by the Internal Revenue Service or by a court of
competent jurisdiction that, as a result of the failure by the Company to
observe any covenant, agreement or representation in that certain Loan Agreement
dated as of June 1, 1995 between the Company and the City of Chicago, Illinois,
the interest payable on the Chicago Refunding Revenue Bonds is includable for
federal income tax purposes in the gross income of any owner thereof, other than
an owner who is a "substantial user" of the Project or a "related person", as
provided in Section 147(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the applicable regulations thereunder. Any such determination will
not be considered final for this purpose unless the Company has been given
written notice and, if it so desires, has been afforded the opportunity to
contest the same, either directly or in the name of any owner of a Chicago
Refunding Revenue Bond, and until the conclusion of any appellate review, if
sought. The Series FF Bonds shall be redeemed in whole after such determination
unless redemption of a portion of the Chicago Refunding Revenue Bonds
outstanding would have the result that interest payable on the Chicago Refunding
Revenue Bonds remaining outstanding after such redemption would not be
includable for federal income tax purposes in the gross income of any owner of
the Chicago Refunding Revenue Bonds (other than an owner who is a "substantial
user" of the Project or a "related person" within the meaning of Section 147(a)
of the Code), and in such event the Series FF Bonds shall be redeemed in such
amount as to accomplish that result.
Notice of any redemption of the Series FF Bonds shall be given by mailing
by first-class mail, 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 Mortgage. 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 and 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 Mortgage. Whenever payment or provision therefor has been
made in respect of the principal of or interest on all or any portion of the
Chicago Refunding Revenue Bonds in accordance with the Refunding Revenue Bond
Indenture (whether at maturity or upon redemption or acceleration), the Series
FF Bonds shall be deemed paid to the extent such payment or provision therefor
has been made and is considered to be a payment of principal of or interest on
the Chicago Refunding Revenue Bonds. If the Chicago Refunding Revenue Bonds are
thereby deemed paid in full, the Series FF Bonds shall be cancelled and returned
to the Company.
In case of certain events of default specified in the Mortgage, the
principal of all bonds issued and outstanding thereunder may be declared or may
become due and payable in the manner and with the effect provided in the
Mortgage.
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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 Mortgage, to or against any incorporator, stockholder, director or officer,
past, present or future, of the Company, either directly or through the Company,
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 released by the holder hereof by the
acceptance of this Bond, and being likewise waived and released by the terms of
the Mortgage.
This Bond is transferable by the registered holder hereof in person or by a
duly authorized attorney at the office or agency of the Company in the City of
Chicago, State of Illinois, upon surrender and cancellation of this Bond, and
thereupon a new registered bond or bonds, without coupons, of the same series
and for the same aggregate principal amount will be issued to the transferee in
exchange herefor. In the manner provided in the Mortgage, registered Bonds
without coupons of this series may, at the option of the registered owner and
upon surrender at said office or agency of the Company, be exchanged for
registered Bonds without coupons of this series of the same aggregate principal
amount of other authorized denominations. Notwithstanding the foregoing, 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.
The Company and the Trustee and any paying agent may deem and treat the
person in whose name this Bond is registered as the absolute owner hereof for
the purpose of receiving payment and for all other purposes and neither the
Company nor the Trustee nor any paying agent shall be affected by any notice to
the contrary.
This Bond shall not be entitled to any security or benefit under the
Mortgage, and shall not become valid or obligatory for any purpose, until this
Bond shall have been authenticated by the execution of the certificate, hereon
endorsed, by the Trustee or its successor in trust under the Mortgage.
IN WITNESS WHEREOF, the Company has caused this Bond to be executed in its
name by its President, an Executive Vice President or a Vice President manually
or in facsimile, and has caused its corporate seal manually or in facsimile to
be hereto affixed, attested by the manual or facsimile signature of its
Secretary or of an Assistant Secretary.
Dated: . . . . . . . . . . . . .
THE PEOPLES GAS LIGHT AND COKE COMPANY
By . . . . . . . . . . . . . . . .
. . . . .President
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Attest:
. . . . . . . . . . . . . . . .
. . . . .Secretary
(Form of Trustee's Certificate)
This bond is one of the bonds of the series designated, referred to and
described in the within-mentioned Mortgage.
BANK OF AMERICA ILLINOIS
By . . . . . . . . . . . . . . .
Authorized Officer.
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ASSIGNMENT
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
For value received, the undersigned hereby sell(s) and transfer(s) unto:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE: _____________________
______________________________________________________
______________________________________________________
(Please print or typewrite name and address, including zip code of assignee)
the within Bond and all rights thereunder, hereby irrevocably constituting and
appointing _____________ Attorney to transfer said Note on the books of the
Trustee with full power of substitution in the premises.
Dated: __________________ _______________________
8
Notice: The signature to this Assignment must
correspond with the name as written upon the face
of the within instrument in every particular,
without alteration or enlargement, or any changes
whatever.
and
WHEREAS, all acts and things necessary to make the bonds of Series FF, when
authenticated by the Trustee and issued as in the Mortgage and in this
Supplemental Indenture provided, the valid, binding and legal obligations of the
Company, entitled in all respects to the security of the Mortgage, have been
done and performed and the creation, execution and delivery of this Supplemental
Indenture have in all respects been duly authorized by a resolution adopted by
the Board of Directors of the Company; and
WHEREAS, the Company has requested the Trustee, pursuant to the provisions
of Article XVI of the Mortgage, to enter into this Supplemental Indenture for
the purpose of supplementing and amending the Mortgage as herein provided;
NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) duly paid by the Trustee to the Company and for other good and
valuable considerations, the receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF
THE MORTGAGE
The Company hereby mortgages and conveys unto the Trustee, its successor or
successors in trust, the property described in Schedule A hereto attached and
expressly made a part hereof.
TO HAVE AND TO HOLD all of said property hereby conveyed and mortgaged or
intended to be conveyed and mortgaged, together with the rents, issues and
profits thereof, unto Trustee, and its successor or successors in trust and
their assigns in trust, under the and subject to all of the terms, conditions
and provisions of the Mortgage (as the Mortgage is defined herein) and of this
Supplemental Indenture as fully and in all respects as if said property had
originally been described in said Mortgage.
Subject, however, to the reservations, exceptions, limitations and
restrictions contained in the several deeds, leases, servitudes, contracts or
other instruments through which the Company acquired and/or claimed title to
and/or enjoys the use of the mortgaged property, and subject also to any
mortgages or easements existing or placed on any of said property at the time of
its acquisition, liens for taxes and assessments not due or, if due, in the
course of contests, judgments in the course of appeal or otherwise in contest
and secured by sufficient
9
bond, liens arising out of proceedings in court in the course of contests and
undetermined liens or charges (if any) incidental to construction, and subject
also to such servitude, easements, rights and privileges in, over, on or through
said property as may have been granted by the Company to other persons prior to
the date of this Supplemental Indenture.
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders of all bonds and interest coupons now or hereafter
issued under the Mortgage and for the enforcement of and payment of said bonds
and coupons when payable and the performance of and compliance with the
covenants and conditions of the Mortgage without any preference, distinction or
priority as to lien or otherwise of any bond or bonds over others by reason of
difference in time of the actual issue, sale or negotiation thereof; but so that
each and every bond now or hereafter issued under the Mortgage shall have the
same lien so that the interest and principal of any and all of such bonds shall,
subject to the terms of the Mortgage, be equally and proportionately secured
thereby, as if they had been made, executed, delivered, sold and negotiated
simultaneously with the execution thereof.
UPON CONDITION that, until the happening of an event of default as provided
in the Mortgage, the Company shall be suffered and permitted to possess, use
and enjoy the property, rights, privileges and franchises conveyed herein and to
receive and use the rents, issues, income, revenues, earnings and profits
thereof.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the Company and
the Trustee, and its successor or successors in trust, as follows:
ARTICLE I
FIRST AND REFUNDING MORTGAGE 6.10% BONDS,
SERIES FF
SECTION 1. A new series of bonds of the Company shall be issued under and
secured by the Mortgage as supplemented, which shall be designated as the
Company's "First and Refunding Mortgage 6.10% Bonds, Series FF". The aggregate
principal amount of bonds of Series FF which may be executed by the Company and
authenticated by the Trustee shall be limited to $50,000,000 (exclusive of bonds
authenticated and delivered upon interdenominational or other exchanges and
transfers pursuant to Section 3 of Article I hereof and Sections 2, 5, 11 and 12
of Article I of the Original Mortgage and delivered pursuant to Section 3 of
Article VI of the Original Mortgage as the same may relate to fully registered
bonds). Bonds of Series FF all shall be registered bonds without coupons, and
shall be due and payable June 1, 2025. All bonds of Series FF shall bear
interest from the date thereof, payable half-yearly at or before 9:00 o'clock
a.m. Chicago time on the first day of June and the first day of December in each
year, commencing December 1, 1995, until the principal thereof shall have become
due and payable, at the rate of 6.10% per annum, and on any overdue principal
and (to the extent that payment of such interest is enforceable under the
applicable law) on any overdue installment of interest at the same rate per
annum, and shall be payable
10
both as to principal and interest, and as to premium, if any, in 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, at the office or agency of
the Company in the City of Chicago, Illinois. The Company shall act as paying
agent with respect to the bonds of Series FF; provided, however, that the
Company may, from time to time, designate a successor paying agent or agents
with respect thereto if authorized by resolution adopted by the Board of
Directors of the Company and upon the delivery of written notice of such
designation to the Trustee and the Revenue Bond Trustee.
So long as there is no existing default in the payment of interest on the
bonds of Series FF, the interest payable on any interest payment day shall be to
the person in whose name any bond of Series FF is registered at the close of
business on any record date with respect to any interest payment day, and such
person shall be entitled to receive the interest payable on such interest
payment day notwithstanding any transfer or exchange of such bond of Series FF
subsequent to the record date and on or prior to such interest payment day,
except as and to the extent the Company shall default in the payment of the
interest due on such interest payment day, in which case such defaulted interest
shall be paid to the person in whose name such bond of Series FF 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 such bond of Series FF is then registered and to the Trustee not
less than ten (10) days preceding such subsequent record date.
The term "record date" as used herein with respect to any interest payment
day (June 1 or December 1, as the case may be) shall mean the fifteenth day of
the calendar month next preceding such interest payment day.
As used in this Section I, the term "default in the payment of interest"
means failure to pay interest on the applicable interest payment day
disregarding any period of grace permitted by Article X of the Mortgage.
SECTION 2. Bonds of Series FF may be issued only as registered bonds
without coupons (hereinafter sometimes referred to as "registered bonds"), and
they shall be substantially in the form hereinbefore recited. They shall be
issuable in denominations which shall be multiples of $5,000 and the execution
by the Company of any bond of Series FF shall evidence conclusively the due
authorization of the denomination of such bond. Each registered bond of Series
FF shall be dated as of the date of the interest payment day on which interest
was paid on other bonds of said Series next preceding the date of issue of such
registered bond, except that (i) so long as there is no existing default in the
payment of interest upon the bonds of Series FF, any bond of Series FF issued
after the close of business on any record date, as hereinbefore defined, with
respect to any interest payment day (June 1 or December 1, as the case may be)
and prior to such interest payment day, shall be dated as of such interest
payment day, and (ii) any bond of Series F issued on an interest payment day on
which interest on other bonds of Series FF was paid shall be dated as of the
date of issue and (iii) any bond of Series FF issued before December 1, 1995
shall be dated June 1, 1995, the date of
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commencement of the first interest period for the bonds of Series FF, unless (i)
above is applicable.
The registered owner of any bond of Series FF dated as of an interest
payment day as provided in (i) above shall, if the Company shall default in the
payment of interest due on such interest payment day and such default shall be
continuing, be entitled to exchange such bond for a bond or bonds of Series FF
of the same aggregate principal amount dated as of the interest payment day next
preceding the interest payment day first mentioned in this sentence, or, if the
Company shall default in the payment of interest on the first interest payment
day for bonds of Series FF, such owner shall be entitled to exchange such bond
for a bond or bonds of Series FF of the same aggregate principal amount dated as
of June 1, 1995. If the Trustee shall have knowledge at any time that any
registered owner of a bond of Series FF shall be entitled by the provision of
the next preceding sentence to exchange such bond, the Trustee shall within
thirty (30) days mail to such owner at the address of such owner appearing upon
the registry book, a notice informing such owner that such owner has such right
of exchange.
SECTION 3. In the manner prescribed in the Mortgage, the holder of a
registered bond or bonds of Series FF may, at the office or agency of the
Company in the City of Chicago, State of Illinois, surrender such bond or bonds
in exchange for a like aggregate principal amount of one or more registered
bonds of Series FF of any authorized denomination or denominations.
No charge will be made by the Company to the registered owner of a bond of
Series FF for the transfer thereof or for the exchange thereof for bonds of
Series FF of other authorized denominations, except, in the case of transfer, a
charge sufficient to reimburse the Company for any stamp or other tax or
governmental charge required to be paid by the Company or the Trustee.
SECTION 4. All bonds of Series FF 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 and shall have affixed thereon the manual or
facsimile seal of the Company attested by the manual or facsimile signature of
its Secretary or one of its Assistant Secretaries and be authenticated by the
execution by the Trustee of the certificate endorsed on said bonds, and said
bonds shall be issued from time to time, as the Board of Directors of the
Company may determine, but in accordance with the terms, provisions, conditions
and restrictions set forth in the Mortgage and in this Supplemental Indenture.
The definitive bonds of Series FF may be issued in typewritten or printed form
or otherwise as provided in the Mortgage.
SECTION 5. (a) The bonds of Series FF are subject to optional redemption
by the Company, in whole but not in part, at any time, at a redemption price of
100% of the principal amount thereof plus accrued interest, if any, to the
redemption date, if any of the following shall have occurred and if within one
hundred and eighty (180) days following said occurrence the Company files
written notice with the City and the Revenue Bond Trustee and directs that the
Chicago Refunding Revenue Bonds are to be redeemed:
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(i) if, in the Company's reasonable judgment, unreasonable burdens or
excessive liabilities shall, have been imposed upon the City or the Company
with respect to the Project or the operation thereof, including, without
limitation, federal, state or other ad valorem property, income or other
taxes, other than ad valorem taxes presently levied upon privately owned
property used for the same general purposes as the Project; or
(ii) if changes in the economic availability of raw materials,
operating supplies, fuel or other energy sources or supplies, or facilities
necessary for the operation of the Project or such technological or other
changes shall have occurred which, in the Company's reasonable judgment,
render the Project uneconomic for such purposes; or
(iii) any court or administrative body shall enter an order or decree
preventing operations at the Project for six consecutive months; or
(iv) any court or administrative agency shall issue an order, decree
or regulation the compliance with which would, in the opinion of the
Company, render the continuation of the Project's operations economically
unfeasible.
(b) The bonds of Series FF are subject to optional redemption prior to
maturity by the Company, in whole or in part, on any date on or after June 1
2005, and at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued interest, if any, to the redemption date:
REDEMPTION DATES REDEMPTION PRICES
---------------- -----------------
June 1, 2005 through
May 31, 2006 102%
June 1, 2006 through
May 31, 2007 101%
June 1, 2007 and 100%
thereafter
(c) All of the outstanding bonds of Series FF may be redeemed at any time
by the Company, by the payment of the principal amount thereof and accrued
interest thereon to the date of redemption, without the payment of any premium,
in the event of the acquisition by any federal, state or municipal authority of
any substantial portion (which shall be not less than one-third as determined by
book values) of the income-producing properties of the Company which are subject
to the lien of the Mortgage.
(d) The bonds of Series FF are subject to mandatory redemption at any time,
in whole (or in part, as hereinafter provided), at 100% of the principal amount
thereof, plus accrued
13
interest, if any, to the redemption date, in the event that it is finally
determined by the Internal Revenue Service or by a court of competent
jurisdiction that, as a result of the failure by the Company to observe any
covenant, agreement or representation in the Agreement, the interest payable on
the Chicago Refunding Revenue Bonds is includable for federal income tax
purposes in the gross income of any owner thereof, other than an owner who is a
"substantial user" of the Project or a "related person", as provided in Section
147(a) of the Code, and the applicable regulations thereunder. For purposes of
this paragraph (d), the "owner" of a Chicago Refunding Revenue Bond includes the
"Beneficial Owner", as defined in the Refunding Revenue Bond Indenture. Any
such determination will not be considered final for this purpose unless the
Company has been given written notice and, if it so desires, has been afforded
the opportunity to contest the same, either directly or in the name of any owner
of a Chicago Refunding Revenue Bond, and until the conclusion of any appellate
review, if sought. The bonds of Series FF shall be redeemed in whole after such
determination unless redemption of a portion of the Chicago Refunding Revenue
Bonds outstanding would have the result that interest payable on the Chicago
Refunding Revenue Bonds remaining outstanding after such redemption would not be
includable for federal income tax purposes in the gross income of any owner of
the Chicago Refunding Revenue Bonds (other than an owner who is a "substantial
user" of the Project or a "related person" within the meaning of Section 147(a)
of the Code) and in such event the bonds of Series FF shall be redeemed (in the
principal amount of $5,000 or any integral multiple thereof) in such amount as
to accomplish that result. Any redemption pursuant to this subparagraph (d)
shall be on any date within one hundred and eighty (180) days from the time of
such final determination.
(e) All of the outstanding bonds of Series FF shall be redeemed by the
Company not more than sixty (60) days after the Trustee receives written notice
from the Revenue Bond Trustee stating that the principal on the Chicago
Refunding Revenue Bonds has been declared to be immediately due and payable as a
result of an event of default under the Refunding Revenue Bond Indenture. The
redemption price for any such redemption shall be 100% of the principal amount
of the bonds of Series FF to be redeemed, plus interest thereon accrued to the
date fixed for redemption.
SECTION 6. If bonds of Series FF are to be redeemed as provided in
Section 5 of this Article I, notice of redemption shall be mailed by or on
behalf of the Company, postage prepaid, at least thirty (30) days and not more
than sixty (60) days prior to such date of redemption, to the registered owners
of all bonds of Series FF to be so redeemed, at their respective addresses
appearing upon the registry book. Any notice which is mailed as herein provided
shall be conclusively presumed to have been properly and sufficiently given on
the date of such mailing, whether or not the holder receives the notice. In any
case, failure to give due notice by mail, or any defect in the notice, to the
registered owners of any bonds of Series FF designated for redemption as a whole
or in part, shall not affect the validity of the proceedings for the redemption
of any other bond of Series FF. In case of any redemption of bonds of Series FF
by the Trustee pursuant to the provisions of the Mortgage or any indenture
supplemental thereto, notice of redemption shall be given in a similar manner by
the Trustee. Whenever payment or provision therefor has been made in respect of
the principal of or interest on all or any portion of the Chicago Refunding
Revenue Bonds in accordance with the
14
Refunding Revenue Bond Indenture (whether at maturity or upon redemption or
acceleration), the bonds of Series FF shall be deemed paid to the extent such
payment or provision therefor has been made and is considered to be a payment of
principal of or interest on the Chicago Refunding Revenue Bonds. If the Chicago
Refunding Revenue Bonds are thereby deemed paid in full, the bonds of Series FF
shall be cancelled and returned to the Company.
Except as provided above, the provisions of Article VI of the Mortgage
shall in all respects apply to any such redemption.
SECTION 7. Bonds of Series FF 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 8. In any case where the date of maturity of interest on or
principal of the bonds of Series FF or the date fixed for redemption of any
bonds of Series FF shall be in the location of the principal office of the
Revenue Bond Trustee, a Saturday, Sunday or a legal holiday or a day on which
banking institutions are authorized by law to close in the State of Illinois,
then payment of interest or principal (and premium, if any) need not be made on
such date but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.
SECTION 9. In this Supplemental Indenture, the following terms shall have
the meanings specified in this Section 9, unless the context otherwise requires:
"Agreement" or "Loan Agreement" means that certain Loan Agreement
executed by and between the City and the Company dated as of June 1, 1995,
as from time to time amended and supplemented.
"Business Day" means any day which is not a Saturday, a Sunday, a
legal holiday or a day on which banking institutions located in Chicago,
Illinois, in New York, New York, or in the city where the principal
corporate trust office of the Revenue Bond Trustee is located are required
or authorized to remain closed.
"Chicago Refunding Revenue Bonds" means the Gas Supply Refunding
Revenue Bonds, 1995 Series A (The Peoples Gas Light and Coke Company
Project), issued by the City in the aggregate principal amount of
$50,000,000.
"City" means the City of Chicago, Illinois.
"Code" means the Internal Revenue Code of 1986, as amended, and all
regulations promulgated thereunder.
15
"Project" means the land, structures, machinery, equipment, systems or
processes, or any portion thereof, which are described in Exhibit A to that
certain Loan Agreement executed by and between the City and the Company
dated as of March 1, 1985 relating to the City of Chicago, Illinois, Fixed-
Rate Gas Supply Revenue Bonds, 1985 Series D (The Peoples Gas Light and
Coke Company Project).
"Refunding Revenue Bond Indenture" means that certain Indenture of
Trust executed by and between the City and the Revenue Bond Trustee, dated
as of June 1, 1995, and any amendments or supplements thereto, pursuant to
which the Chicago Refunding Revenue Bonds may be issued.
"Revenue Bond Trustee" means The First National Bank of Chicago, and
any successor trustee appointed pursuant to Sections 1105 or 1108 of the
Refunding Revenue Bond Indenture at the time serving as successor trustee
thereunder and shall include any co-trustee serving as such thereunder.
SECTION 10. The Company reserves the right, without any consent or other
action by holders of the bonds of Series FF or any subsequent series of bonds,
to amend the Mortgage by inserting the following language as Section 4 of
Article XVI immediately following current Section 3 of Article XVI of the
Mortgage:
SECTION 4. Anything in Section 1 of this Article to the contrary
notwithstanding, with the consent of the holders of not less than sixty per
centum (60%) in aggregate principal amount of the bonds at the time
outstanding 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 of not less than sixty per centum
(60%) in aggregate principal amount of the bonds at the time outstanding of
all affected series, taken together, and not 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
Mortgage 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 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 Mortgage, without the consent of the holders of all the bonds then
outstanding, or (3)
16
reduce the aforesaid percentage of the aggregate principal amount of bonds
the holders 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 such supplemental indenture
adversely affects or diminishes the rights of holders thereof against the
Company or against its property.
Upon the written request of the Company, accompanied by 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 Mortgage 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 7 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 4 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
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 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 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
17
payable, or, if all bonds outstanding of any series shall be registered
bonds without coupons or coupon bonds registered as to principal, such
notice with respect to such series shall be mailed first class, postage
prepaid, and registered if the Company so elects, to each registered holder
of bonds of such series 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
COVENANTS OF THE COMPANY
SECTION 1. The Company covenants and agrees, so long as any of the bonds
of Series FF are outstanding or until provision shall have been made for the
redemption or payment thereof by the deposit with the Trustee of money necessary
to effect such redemption or payment, as follows:
(a) The Company, during or at the close of the calendar year 1995, and
during or at the close of each calendar year thereafter, shall charge
against the income for such calendar year and place to the credit of a
"depreciation reserve account" to be kept on its books, the greater of the
following two amounts: (i) the amount of $1,550,000, or (ii) an amount
equal to 2 1/2% of the sum of
(i) the aggregate principal amount of all bonds which, at the
time such credit is placed to said "depreciation reserve account",
shall be outstanding and shall have been outstanding under the
Mortgage as supplemented for a period of not less than six (6) months,
or which at such time shall have been outstanding under the Mortgage
supplemented for less than six (6) months, if such bonds shall have
been issued, or the proceeds thereof shall have been used, directly or
indirectly, for or on account of the pledge, acquisition, exchange,
cancellation, payment, refundment, redemption or discharge at, before
or after maturity of the bonds of any series theretofore issued under
the Mortgage or of any "underlying bonds" or "specified obligations"
as defined in Section 4 of Article III of the Mortgage; and
(ii) the aggregate principal of all indebtedness of the Company
secured by a mortgage lien upon the properties or assets of the
Company, which is a lien superior to the lien of the Mortgage, except
(A) any such mortgage indebtedness the evidences of which shall then
be pledged with the Trustee under the provisions of the Mortgage or
pledged with the Trustee under any mortgage constituting a lien
superior to the lien of the Mortgage on any part of the properties or
assets of the Company, and (B) any such mortgage indebtedness for
18
the payment or redemption of which the necessary moneys shall have
been deposited with the Trustee under the Mortgage securing the same;
provided, however, that (1) the amount required by this subparagraph (a) to
be placed to the credit of such "depreciation reserve account" in or for
any calendar year shall be deemed to include and not to be in addition to
amounts which, by the provisions of the Mortgage, the Company is required
to add to any depreciation reserve account for such year, (2) nothing in
this subparagraph (a) shall prevent the Company from crediting to such
"depreciation reserve account", during or at the close of any calendar
year, an amount greater than the amount required by this subparagraph (a)
for such year, and (3) the Company may, from time to time, during each such
calendar year, charge against such "depreciation reserve account" the cost
of depreciable property retired by it during such year, including the cost,
if any, of dismantling such retired property, less any salvage credits
applicable thereto.
(b) The Company after it shall have issued bonds of Series FF in the
aggregate principal amount of $50,000,000, shall not request the Trustee
(i) to authenticate bonds of any series under the Mortgage
(A) pursuant to Section 2 of Article III of the Mortgage
for or on account of the acquisition and cancellation, or of the
payment, cancellation, redemption or other discharge at, before
or after maturity, affected prior to January 1, 1951, of any
bonds of any series theretofore issued under the Mortgage, or
(B) pursuant to Section 4 of Article III of the Mortgage,
for or on account of the pledge, acquisition, exchange,
cancellation, payment, refundment, redemption or discharge
effected prior to January 1, 1951, of "underlying bonds" or
"specified obligations" mentioned in said Section 4, or
(C) pursuant to Section 5 of Article III of the Mortgage,
for or in respect of expenditures made prior to January 1, 1951,
for or on account of "permanent property", or
(ii) to pay to the Company any cash pursuant to Section 6 of said
Article III for or on account of any transactions mentioned in clause
(A) or clause (B) of subdivision (i) of this subparagraph (b) or for
or in respect of any expenditures mentioned in clause (C) of
subdivision (i) of this subparagraph (b).
Neither shall the Company request the Trustee to authenticate bonds of any
series under the provisions of Section 4 of Article III of the Mortgage or
to pay the Company any moneys under Section 6 of said Article III or under
Article IX of the Mortgage for or on account of the payment, discharge and
cancellation effected on or
19
after January 1, 1944, at, before or after maturity of any of the Refunding
Mortgage Five Per Cent Gold Bonds of the Company, dated September 1, 1897,
due September 1, 1947.
(c) The Company shall not request the Trustee to authenticate bonds of
any series under the Mortgage or to pay to the Company any cash deposited
with or received by the Trustee under the Mortgage (except cash deposited
with or received by the Trustee as and for a sinking fund for any series of
bonds which have been or may hereafter be issued under the Mortgage),
unless the Company as a part of such request, and in addition to all other
documents required by the Mortgage to be delivered to the Trustee in
connection with such request, shall deliver to the Trustee a certificate or
certificates, signed by the President or an Executive Vice President or a
Vice President and by the Treasurer or an Assistant Treasurer of the
Company
(i) showing, in case such request is for the authentication of
bonds pursuant to Section 5 of Article III of the Mortgage or for the
payment of cash pursuant to Section 6 of said Article III for or in
respect of expenditures made by the Company on or after January 1,
1951, for or on account of "permanent property":
(A) the total amount of expenditures (reduced to the extent
required, if any, by the provisions of clause (G) of this
subdivision (i)) made on or after January 1, 1951, for or on
account of "permanent property";
(B) the original cost of all properties, subject to the lien
of the Mortgage at any time on or after January 1, 1951, replaced
or retired on or after January 1, 1951, less, if any such
property shall have been released from the lien of the Mortgage
pursuant to any applicable provision of the Mortgage and to
obtain such release cash shall have been deposited with the
Trustee, the amount of such cash;
(C) an amount equal to the sum of (1) 133-1/3% of the
aggregate principal amount of bonds which have been authenticated
after January 1, 1951, pursuant to Section 5 of Article III of
the Mortgage for or on account of such expenditures made on or
after January 1, 1951, plus (2) 133-1/3% of the aggregate amount
of deposited cash withdrawn after January 1, 1951, pursuant to
the provisions of Section 6 of Article III of the Mortgage for or
in respect of such expenditures made on or after January 1, 1951,
plus (3) 133-1/3% of the aggregate amount of excess of the nature
described in subdivision (2) of Section 4 of Article III of the
Mortgage eliminated or compensated, as in said subdivision (2)
provided, for or in respect of expenditures of the Company for or
on account of "permanent property" during said period commencing
January 1, 1951;
20
(D) an amount equal to 100% of the aggregate amount of
moneys withdrawn by the Company pursuant to the provisions of
Article IX of the Mortgage on or after January 1, 1951, for or in
respect of expenditures made for or on account of "permanent
property";
(E) an amount equal to the excess, if any, of the amount
shown pursuant to clause (A) above over the sum of the amounts
shown pursuant to clauses (B), (C) and (D) above;
(F) that, for a period of twelve (12) consecutive calendar
months (to be selected by the Company) ending within ninety (90)
days next preceding such request, the "net earnings of the
Company" shall have been at least twice the amount of the annual
interest requirement of all "mortgage and prior lien debt of the
Company";
(G) that the amount of the expenditure, if any, included in
the expenditures set forth in clause (A) above in respect of any
particular "permanent property", which at the time of its
acquisition was subject to the lien of any mortgage existing or
placed thereon at the time of its acquisition, does not exceed an
amount equal to the excess, if any, of the value (determined as
provided in the first paragraph of Section 8 of Article III of
the Mortgage) of such particular "permanent property" at the time
of acquisition of such property over 133-1/3% of the principal
amount of all indebtedness secured by all such mortgages existing
or placed on such particular property at the time of the
acquisition thereof, and that the amount of the expenditure, if
any, included in the expenditures set forth in clause (A) above
in respect of any particular "permanent property", which at the
time of its acquisition was not subject to any such lien, does
not exceed an amount equal to the value (determined as provided
in the first paragraph of Section 8 of Article III of the
Mortgage) of such particular "permanent property" at the time of
acquisition of such property;
(ii) showing, in case such request is for the authentication of
bonds pursuant to Section 4 of Article III of the Mortgage or for the
payment of cash pursuant to Section 6 of said Article III for or on
account of the pledge, acquisition, exchange, cancellation, payment,
refundment, redemption or discharge effected on or after January 1,
1951, at, before or after maturity of any "specified obligations"
mentioned in said Section 4, that at the time such "specified
obligations" became "specified obligations" or at some later date the
Company, pursuant to the provisions of Section 5 of Article III of the
Mortgage, as limited by the provisions of this Section I, shall have
obtained, or shall have had the right to obtain, the authentication
and delivery of bonds in any principal amount for or in respect of
expenditures made on or after January 1, 1951, for or on account of
"permanent property";
21
(iii) showing, in case such request shall be for the payment of
moneys pursuant to Article IX of the Mortgage for or in respect of
expenditures made for or on account of "permanent property", that none
of such expenditures were made (1) prior to January 1, 1951, or (2)
for or on account of "permanent property" acquired more than six
months prior to the date when the Trustee received the moneys so to be
paid (or in case of moneys representing the proceeds of obligations,
referred to in said Article IX, the date when the Trustee received
such obligations); and
(iv) showing, in case such request is for the application of any
moneys pursuant to Article IX of the Mortgage to the payment,
redemption or purchase of any "specified obligations", that such
"specified obligations", if pledged under the Mortgage, would permit
the Company to obtain the authentication of bonds in a principal
amount equal to the principal amount of such "specified obligations"
pursuant to the provisions of Section 4 of Article III of the Mortgage
as limited by the provisions of this Section 1.
(d) In connection with any request for the authentication of bonds
pursuant to Section 5 of Article III of the Mortgage or the payment of cash
pursuant to Section 6 of said Article III of Mortgage, for or in respect of
expenditures made by the Company on or after January 1, 1951, the Company
shall not obtain the authentication of bonds of any series under the
Mortgage or the payment of any cash in excess of 75% of the amount shown in
the certificate delivered as a part of such request pursuant to clause (E)
of subdivision (i) of subparagraph (c) of this Section 1; and the Company
shall not obtain the authentication of any bonds or the payment of any cash
deposited with or received by the Trustee under the Mortgage otherwise than
in accordance with the provisions of the Mortgage as supplemented.
(e) Wherever used in this Supplemental Indenture
(i) "mortgage and prior lien debt of the Company", as of the
date of any request to the Trustee for the authentication of bonds or
the payment of cash, shall mean:
(A) all the bonds then outstanding under the Mortgage, less
the amount of any of such bonds which shall then be held by or be
delivered to the Trustee for cancellation under any of the
provisions of the Mortgage, and less the amount of any such bonds
for the payment or redemption of which the necessary moneys shall
have been deposited under the Mortgage with the Trustee to effect
such payment or redemption;
(B) the bonds then requested to be authenticated under the
Mortgage; and
22
(C) all mortgage indebtedness secured by a lien superior to
the lien of the Mortgage on any part of the properties and assets
of the Company, except any such mortgage indebtedness the
evidences of which shall then be pledged with the Trustee under
the provisions of the Mortgage or pledged with the Trustee under
any mortgage constituting a lien superior to the lien of the
Mortgage on any part of the properties and assets of the Company,
and except any such mortgage indebtedness for the payment or
redemption of which the necessary moneys shall have been
deposited with the trustee under the mortgage securing the same
to effect such payment or redemption;
(ii) "net earnings of the Company" for any twelve (12) months'
period shall mean the amount remaining after deducting from the sum of
(A) the gross operating revenues of the Company for such
period derived from its property subject to the lien of the
Mortgage, including but not limited to revenues derived from
electrical energy, gas or steam purchased by the Company and
resold by it, and the net income derived by the Company from its
merchandising and jobbing operations; and
(B) other income of the Company for such period derived from
interest on bank balances and from current working capital
invested in unpledged obligations of the United States of America
or of any state or of any municipality or subdivision thereof,
and other currently earned income of the Company derived from the
ownership of securities, in the treasury of the Company and
unpledged, of operating electric, gas or steam companies
(including natural or mixed gas production, storage,
transportation or distribution companies) or from unpledged
advances to such companies any of the securities of which are so
owned,
the sum of the following:
(C) operating expenses of the Company for such period,
including maintenance and repairs, rentals, taxes (except taxes
based upon net income), insurance and the cost of electrical
energy, gas or steam purchased for resale, but excepting expenses
in connection with operations, the net income only of which is
included in clause (A) of subdivision (ii) of this subparagraph
(e), and excepting all reserves or charges for amortization of
debt discount and expense; and
(D) an amount, if such period shall end with the close of a
calendar year, equal to the amount which the Company is required
by subparagraph (a) of this Section 1 to place, during or at the
close of such calendar year, to the credit of the "depreciation
reserve account", mentioned in said subparagraph (a) (all
determined without deduction for any charge made to
23
the "depreciation reserve account" permitted by clause (3) of the
proviso of subparagraph (a) of this Section 1), or, if such
period shall include parts of two (2) calendar years, then an
amount which shall be determined by (1) prorating, on a monthly
basis over the portion of the earlier year thus included, the
amount which the Company shall have been so required to credit to
the "depreciation reserve account" during or at the close of such
earlier year, and (2) prorating, on a monthly basis over the
portion of the later of said two (2) years thus included, the
amount which the Company would be required to credit to such
"depreciation reserve account" if such credit were placed to such
account at the close of such period;
provided, however, that the amount of other income of the Company, referred
to in clause (B) of subdivision (ii) of this subparagraph (e), shall
not exceed 10% of said net earnings; and income in the form of dividends
received by the Company upon stock of any class owned by it shall be
considered as currently earned under the provisions of said clause (B) to
the extent that during such period the earnings of the paying company shall
be sufficient for the payment of dividends upon all stock of such class
during such period; and income in the form of interest received by the
Company upon evidences of indebtedness of any class owned by it shall be
considered as currently earned under the provisions of said clause (B) to
the extent that during such period the earnings of the paying company shall
be available for the payment of the interest accruing during such period
upon all indebtedness of such class, after deducting from such earnings all
interest charges accruing during such period upon obligations secured by
prior liens; and, in case any property owned by the Company at the date of
the request to the Trustee for the authentication of bonds or payment or
withdrawal of cash shall not have been owned by it during any part of any
such period, or shall have been owned by it during a part only of such
period, then and in every such case the net earnings (or net losses) of
such property (ascertained in like manner as above provided) during said
period, or during such part thereof as shall have preceded the acquisition
of such property by the Company, shall be considered and treated as net
earnings (or net losses) of the Company for such period, and shall be
included in (or, if a net loss, deducted in determining) such net earnings
of the Company;
(iii) "permanent property" shall mean any and all plants,
equipment, additions, improvements, betterments, facilities, or other
property of any kind (and includes "extensions" and "purchased
property" as those terms are used in the Mortgage) acquired through
construction, purchase, consolidation, exchange or otherwise, as and
for a part of the permanent or fixed investment for the business of
the Company and used or useful in connection with the generation and
conversion of electrical energy or in the manufacture of gas or steam
or in the distribution or transmission of electrical energy or gas or
steam in the territory in which the Company is now operating its
present properties, or in territory contiguous thereto, or in
territory capable of economic interconnection therewith, but
"permanent property" shall not include cash,
24
accounts or bills receivable, securities, supplies, fuel or other
assets ordinarily classed as quick assets, or leasehold estates;
(iv) "original cost" of property shall mean the original cost of
such property to the Company if ascertainable from its records or, if
such original cost is not ascertainable, the value of such property at
the time of its acquisition, such value to be determined by an
engineer or firm of engineers to be selected by the Company and to be
acceptable to the Trustee, and the Trustee under such circumstances
shall be furnished with a certificate of such value signed by such
engineer or firm of engineers.
(f) In connection with any request to the Trustee for the
authentication of bonds, pursuant to the provisions of Section 5 of Article
III of the Mortgage or the payment of cash pursuant to the provisions of
Section 6 of said Article III or the provisions of Article IX of the
Mortgage or the elimination or compensation of any excess of the nature
described in subdivision (2) of Section 4 of said Article III, for or on
account of expenditures for "permanent property", the Company shall furnish
to the Trustee, in addition to the certificates and other documents
required to be delivered by the provisions of the Mortgage and the
provisions of other subparagraphs of this Section 1, the following:
(i) An opinion of counsel (who may be counsel for the Company),
selected by the Company and satisfactory to the Trustee, stating that
the Company has acquired good title to the property for or on account
of the expenditures for which additional bonds are requested to be
authenticated and that such property is subject to the Mortgage as a
direct lien thereon, subject only to the lien of any mortgages or
easements existing or placed on any of such property at the time of
its acquisition, liens for taxes and assessments not due or, if due,
in the course of contest, judgments in the course of appeal or
otherwise in contest and secured by sufficient bond, liens arising out
of proceedings in court in the course of contest and undetermined
liens charges (if any) incidental to current construction; and
(ii) A certificate signed by the President or an Executive Vice
President or a Vice President and also by the Treasurer or an
Assistant Treasurer of the Company certifying that the property for or
on account of the expenditures for which bonds are requested to be
authenticated or cash is requested to be paid is "permanent property".
(g) The Company shall not hereafter issue any bonds under any
"underlying mortgage" as defined in Section 4 of Article III of the
Mortgage, or under any mortgage which could become such an "underlying
mortgage" upon compliance with clause (b) of the proviso of subdivision (2)
of said Section 4.
25
(h) The Company shall not request the Trustee to authenticate any
bonds under the provisions of Section 2 or Section 3 or Section 4 of
Article III of the Mortgage and shall not apply for the payment of cash
under Section 6 of said Article or under Article IX of the Mortgage (i) for
or on account of bonds of Series J deposited by the Company with the
Trustee in lieu of cash under the provisions of the sinking fund provided
for in the supplemental indenture, dated as of May 1, 1961, or for or on
account of bonds of Series J redeemed through the operation of said sinking
fund, or (ii) for or on account of bonds of Series K redeemed through the
operation of the sinking fund provided for in the supplemental indenture
dated as of July 15, 1966, or (iii) for or on account of bonds of Series L
redeemed through the operation of the sinking fund provided for in the
supplemental indenture dated as of August 15, 1967, or (iv) for or on
account of bonds of Series M redeemed through the operation of the sinking
fund provided for in the supplemental indenture dated as of September 15,
1970, or (v) for or on account of bonds of Series N redeemed through the
operation of the sinking fund provided for in the supplemental indenture
dated as of April 1, 1972, or (vi) for or on account of bonds of Series 0
redeemed through the operation of the sinking fund provided for in the
supplemental indenture dated as of July 15, 1973, or (vii) for or on
account of bonds of Series T redeemed through the operation of the sinking
fund provided for in the supplemental indenture dated as of August 15,
1980, or (viii) on account of any cancelled or uncancelled underlying bonds
(or any uncancelled underlying bonds deposited as collateral under Section
4 of Article III of the Mortgage) which shall have been deposited under the
provisions of the supplemental indenture, dated as of August 1, 1941, in
lieu of cash.
(i) In the event of the acquisition at any time by any federal, state
or municipal authority of all or substantially all of the income-producing
properties of the Company which are subject to the lien of the Mortgage,
the Company shall be deemed to have elected to redeem and to have requested
the Trustee to redeem all the bonds of all series at the respective
applicable redemption price or prices (together with accrued interest to
the date of redemption), without the payment of any premium, on a date
determined by the Trustee in its discretion to be the earliest practicable
redemption date after receipt by the Trustee of all cash which the Trustee
is entitled to receive in respect of such acquisition by such federal,
state or municipal authority. If the cash so received by the Trustee and
all other cash then held by the Trustee as such, except funds held in trust
for the benefit of the holders of particular bonds and coupons, is not
sufficient to effect the redemption of all the bonds of all series as
aforesaid and to pay all amounts owing to the Trustee under the Mortgage as
supplemented (including fees and expenses to be incurred by the Trustee in
connection with such redemption), the Company covenants and agrees that,
within five (5) days after receipt by the Trustee of all cash which the
Trustee is entitled to receive as aforesaid in respect of such acquisition,
the Company will deposit with the Trustee for that purpose cash in an
amount sufficient to make up such deficiency.
Upon receipt by the Trustee of moneys sufficient for said purposes, notice
of such redemption shall be given by the Trustee for and on behalf and in
the name of the
26
Company. To the extent that such cash received, held and deposited as
aforesaid shall be required for the purpose of redeeming bonds pursuant to
this subparagraph (i), the Company shall be deemed to have directed the
Trustee to apply the same for the purpose, and the balance, if any, after
payment of all said amounts owing to the Trustee, shall be paid to or upon
the order of the Company.
(j) The Company shall promptly classify as "property replaced or
retired", for the purposes of clause (B) of subdivision (i) of subparagraph
(c) of this Section 1 during any period, all property which has been
replaced or has permanently ceased to be used or useful in the business of
the Company, but the Company shall not, in making such classification, be
bound by determinations, rulings or orders made by regulatory authorities
for rate-making or other purposes.
(k) The Company shall not consolidate with or merge into any other
corporation or transfer or lease all or substantially all the mortgaged
property as an entirety to any other corporation, unless the corporation
resulting from such consolidation or the corporation into which the Company
shall have been merged or the corporation to which such transfer or lease
shall have been made shall, by an instrument executed and delivered to the
Trustee, assume the due and punctual payment of the principal of and
premium, if any, and interest on all the bonds of all series according to
their tenor at the time outstanding under the Mortgage and the due and
punctual performance and observance of all the covenants and conditions of
the Mortgage and all indentures supplemental thereto to be performed or
observed by the Company.
SECTION 2. The Company covenants and agrees that any and all property
hereafter acquired by the Company and any and all improvements, extensions,
betterments or additions to property of the Company which by the Original
Mortgage or any indenture supplemental thereto are to become subject to the
Mortgage, immediately upon the acquisition thereof by the Company or upon such
improvements, extension, betterments, or addition being made, as the case may
be, and without any further conveyance, mortgage, assignment or act on the part
of the Company or the Trustee, or either of them, shall become and be subject to
the lien of the Mortgage fully and completely as though owned by the Company at
the date of the execution of the Original Mortgage and at the date of the
Indenture dated the first day of March, 1928, mentioned in the second paragraph
of the recitals of this Supplemental Indenture and at the dates of the
supplemental indentures dated May 20, 1936, May 10, 1950, as of June 1, 1951, as
of August 15, 1967, as of September 15, 1970, as of June 1, 1984, as of June 1,
1984, as of October 1, 1984, as of March 1, 1985, as of March 1, 1985, as of
March 1, 1985, as of March 1, 1985, as of May 1, 1990, as of April 1, 1993, as
of December 1, 1993 and as of December 1, 1993, respectively, mentioned in the
fourth paragraph of the recitals of this Supplemental Indenture, and at the date
of this Supplemental Indenture, and specifically described in the granting
clauses of the Original Mortgage or said Indenture or said supplemental
indentures, but the provisions of this Section 2 shall not limit the generality
of the provisions of Sections 12 and 13 of Article IV of the Original Mortgage.
27
SECTION 3. The Company covenants and agrees that in the furtherance of, but
without limiting the generality of, the provisions of Sections 12 and 13 of
Article IV of the Mortgage or of Section 2 of this Article II, the Company will
furnish to the Trustee on November 1, 1944, and thereafter within sixty (60)
days after and as often as the Company shall have acquired, subsequent to
September 3, 1944, any additional land or lands or interest or interests in
land, or any new plant or plants, not included in any certificate theretofore
furnished pursuant to this Section 3, the aggregate cost of which shall equal or
exceed $500,000, and at such other times as thirty-six (36) months shall have
elapsed since the date of furnishing the last preceding certificate to the
Trustee pursuant to this Section 3, the following:
(a) a certificate, signed by the President or an Executive Vice
President or a Vice President and by the Treasurer or an Assistant
Treasurer of the Company and dated as of a date not more than sixty (60)
days preceding the date as of which such certificate is required to be
filed pursuant to this Section 3, briefly describing any additional land or
interest in land and any new plant which the Company may have acquired
since the date of the most recent Certificate furnished to the Trustee
pursuant to this Section, or, in the case of the first such certificate,
since the date of the execution and delivery of the Indenture dated the
first day of March, 1928 mentioned in the second paragraph of the recitals
of this Supplemental Indenture, which is required by the provisions of the
Mortgage and this Supplemental Indenture to be subjected to the lien of the
Mortgage;
(b) the mortgages, deeds, covenants, assignments, transfers and
instruments of further assurance, if any, specified in the opinion of
counsel referred to in the following subparagraph (c); and
(c) an opinion of counsel, who may be counsel for the Company,
specifying the mortgages, deeds, covenants, assignments, transfers and
instruments of further assurance which will be sufficient to subject to the
direct lien of the Mortgage (so far as permitted by law) all the Company's
right, title and interest in and to the land and interest in land and any
plant described in said certificate, or stating that no such mortgage,
deed, conveyance, assignment, transfer or instrument of further assurance
is necessary for such purpose, and that, upon the recordation or filing or
registering, in the manner stated in such opinion, of the instruments so
specified, if any, and upon the recordation and filing and registering of
the Mortgage or any supplemental indenture in the manner stated in such
opinion, or without any such recordation or filing or registering if such
opinion shall so state, the Mortgage will (so far as permitted by law)
constitute a valid lien upon all the Company's right, title and interest in
and to such land, interest in land or plant as against all creditors and
subsequent purchasers, subject only to the lien of any mortgages or
easements existing or placed on such property at the time of its
acquisition by the Company, liens for taxes and assessments not due, or, if
due, in the course of appeal or otherwise in contest, liens arising out of
proceedings in court in the course of contest and undetermined liens and
charges (if any) incidental to current construction.
28
For the purposes of this Section 3, any certificate heretofore or hereafter
delivered to the Trustee pursuant to Section 3 of Article III of Division B of
the supplemental indenture dated as of June 1, 1951, or pursuant to Section 3 of
Article II of the supplemental indenture dated as of July 1, 1954, or pursuant
to Section 3 of Article III of the supplemental indenture dated as of May 1,
1961, or pursuant to Section 3 of Article III of the supplemental indenture
dated as of July 15, 1966, or pursuant to Section 3 of Article III of the
supplemental indenture dated as of August 15, 1967, or pursuant to Section 3 of
Article III of the supplemental indenture dated as of September 15, 1970, or
pursuant to Section 3 of Article III of the supplemental indenture dated as of
April 1, 1972, or pursuant to Section 3 of Article III of the supplemental
indenture dated as of July 15, 1973, or pursuant to Section 3 of Article II of
the supplemental indenture dated as of October 1, 1973, or pursuant to Section 3
of Article II of the supplemental indenture dated as of October 1, 1974, or
pursuant to Section 3 of Article II of the supplemental indenture dated as of
December 1, 1974, or pursuant to Section 3 of Article II of the supplemental
indenture dated as of April 1, 1975, or pursuant to Section 3 of Article III of
the supplemental indenture dated as of August 15, 1980, or pursuant to Section 3
of Article II of the supplemental indenture dated as of June 1, 1984, or
pursuant to Section 3 of Article II of the supplemental indenture dated as of
June 1, 1984, or pursuant to Section 3 of Article II of the supplemental
indenture dated as of October 1, 1984, or pursuant to Section 3 of Article II of
the supplemental indenture dated as of March 1, 1985, or pursuant to Section 3
of Article II of the supplemental indenture dated as of March 1, 1985, or
pursuant to Section 3 of Article II of the supplemental indenture dated as of
March 1, 1985, or pursuant to Section 3 of Article II of the supplemental
indenture dated as of March 1, 1985, or pursuant to Section 3 of Article II of
the supplemental indenture dated as of May 1, 1990, or pursuant to Section 3 of
Article II of the supplemental indenture dated as of April 1, 1993, or pursuant
to Section 3 of Article II of the supplemental indenture dated as of December 1,
1993 or pursuant to Section 3 of Article II of the supplemental indenture dated
as of December 1, 1993, shall be deemed to have been delivered in compliance
with this Section 3.
SECTION 4. The Company covenants and agrees that, upon cancellation and
discharge of any "prior lien", the Company shall cause all cash or obligations
then held by the trustee or other holder of such prior lien, which were received
by such trustee or other holder by reason of the release of, or which represent
the proceeds of the taking by eminent domain or any disposition of, or the
proceeds of insurance on, any of the properties at any time subject to the lien
of the Mortgage (including all proceeds of or substitutions for any thereof), to
be paid to or deposited and pledged with the Trustee, subject to any lien or
charge prior to the lien of the Mortgage, such cash to be held and paid over or
applied by the Trustee, and such obligations to be held and disposed of, as
provided in Article IX of the Mortgage; provided, however, that in lieu of
taking or delivering to the Trustee all or any part of such cash or obligations,
the Company may deliver to the Trustee a certificate of the trustee or such
other holder of such prior lien, stating that a specified amount thereof has
been deposited with such trustee or other holder pursuant to the requirements of
such other prior lien, in which case there shall also be delivered to the
Trustee an opinion of counsel, who may be counsel for the Company, stating that
such deposit is required by such other prior lien. The term "prior lien" as
used in this Section 4 shall mean and include any "underlying mortgage" and
shall also mean and
29
include any other lien (except liens for taxes and assessments not due, or, if
due, in the course of appeal or otherwise in contest, liens arising out of
proceedings in court in course of contest and undetermined liens and charges, if
any, incidental to current construction) prior to the lien of the Mortgage upon
property acquired by the Company after the execution and delivery of the
Indenture, dated the first day of March, 1928, referred to in the second
paragraph of the recitals of this Supplemental Indenture, existing on said
property or placed thereon to secure unpaid portions of the purchase price, at
the time of such acquisition.
ARTICLE III
MISCELLANEOUS
SECTION 1. The Trustee hereby accepts the trusts hereunder and agrees to
perform the same upon the terms and subject to the applicable provisions of the
Mortgage and the indentures supplemental thereto now in effect.
SECTION 2. This Supplemental Indenture is executed by the parties hereto
pursuant to the provisions of Article XVI of the Mortgage, and so long as any of
the bonds of Series FF are or shall be outstanding the terms and conditions of
this Supplemental Indenture shall be deemed to be a part of the terms and
conditions of the Mortgage for any and all purposes. The provisions of this
Supplemental Indenture shall be inapplicable and shall terminate and become void
and of no effect upon the payment or redemption of all of the bonds of Series FF
in accordance with the provisions of the Mortgage and of the bonds of Series FF.
SECTION 3. All covenants, conditions and provisions contained in this
Supplemental Indenture by or on behalf of the Company shall bind its successors
and assigns, whether so expressed or not, legally or equitably under or by
reason of this Supplemental Indenture.
SECTION 4. Although this Supplemental Indenture is dated as of June 1,
1995, it shall be effective only from the actual time of its execution and
delivery by the Company and the Trustee on the date indicated by their
respective acknowledgments hereto annexed.
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 entered into by the
parties hereto pursuant to the provisions of Article XVI of the Mortgage.
IN WITNESS WHEREOF, THE PEOPLES GAS LIGHT AND COKE COMPANY has caused this
instrument to be executed in its corporate name by its Chairman, President, an
Executive Vice President or a Vice President, and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant Secretary, and
Bank of America Illinois, as Trustee under the Mortgage, has caused this
instrument to be executed in its corporate name by one
30
of its Vice Presidents and its corporate seal to be hereto affixed and attested
by one of its Vice Presidents, all as of the day and year first above written.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By /s/ XXXXXXX X. XXXXXXXXXXX
--------------------------------
Xxxxxxx X. Xxxxxxxxxxx
Vice President and Controller
ATTEST:
/s/ X. X. XXXXXXX
---------------------------
X. X. Xxxxxxx
Secretary
BANK OF AMERICA ILLINOIS
By /s/ XXXXXXX X. XXXXX
--------------------------------
Xxxxxxx X. Xxxxx
Vice President
ATTEST:
/s/ XXXX X. XXXXXX
---------------------------
Xxxx X. Xxxxxx
Vice President
31
STATE OF ILLINOIS)
) ss.
COUNTY OF XXXX )
I, XXXXXXXX XXXXXX-XXXXXXXX, a Notary Public in and for said County and
State aforesaid, DO HEREBY CERTIFY that XXXXXXX X. XXXXXXXXXXX, a Vice President
of The Peoples Gas Light and Coke Company, an Illinois corporation, and X. X.
XXXXXXX, Secretary of said corporation, who are both personally known to me to
be the same persons whose names are subscribed to the foregoing instrument as
such Vice President and Secretary, respectively, and who are both personally
known to me to be Vice President and Secretary, respectively, of said
corporation, appeared before me this day in person and severally acknowledged
that they signed, sealed and delivered said instrument as their free and
voluntary act as such Vice President and Secretary, respectively, of said
corporation, and as the free and voluntary act of said corporation, for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this 29th day of June, 1995.
/s/ XXXXXXXX XXXXXX-XXXXXXXX
---------------------------------------
Xxxxxxxx Xxxxxx-Xxxxxxxx
Notary Public
My commission expires July 29, 1995.
32
STATE OF ILLINOIS)
) ss.
COUNTY OF XXXX )
I, XXXXXXXX XXXXXX-XXXXXXXX, a Notary Public in and for said County and
State aforesaid, DO HEREBY CERTIFY that XXXXXXX X. XXXXX, a Vice President of
Bank of America Illinois, a corporation organized under the laws of the State of
Illinois, and XXXX X. XXXXXX, a Vice President 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 Vice President, respectively,
and who are both personally known to me to be Vice Presidents of said
corporation, appeared before me this day in person and severally acknowledged
that they signed, sealed and delivered said instrument as their free and
voluntary act as Vice Presidents 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 29th day of June, 1995.
/s/ XXXXXXXX XXXXXX-XXXXXXXX
---------------------------------------
Xxxxxxxx Xxxxxx-Xxxxxxxx
Notary Public
My commission expires July 29, 1995.
33
SCHEDULE A
EASEMENTS AND OTHER INTERESTS IN LAND
1. All rights of way, easements, franchises, licenses, permits,
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
County of Xxxx 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:
Permanent
Index Document Date of Date
Number Number Instrument Recorded
--------- -------- ---------- --------
Grantor
-------
XXXX COUNTY
Metra Commuter Rail Division of
the Regional Transportation
Authority
Illinois Central Railroad Co. 1/7/93
LaSalle National Trust 00-00-000-000 93989294 11/23/93 12/3/93
The Catholic Xxxxxx of Chicago 00-00-000-000 3057206 10/15/93 12/22/93
World Equities 00-00-000-000 93713363 8/26/93 9/7/93
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
Xxxxxx X. Xxxxx & The Habitat 00-00-000-000 93664653 8/9/93 8/20/93
Co.
Xxxxxx X. Xxxxx & The Habitat 00-00-000-000 93664655 8/9/93 8/20/93
Co.
Xxxxxx X. Xxxxx & The Habitat 00-00-000-000 93664654 8/9/93 8/20/93
Co.
Xxxxxx X. Xxxxx & The Habitat 00-00-000-000 93664652 8/9/93 8/20/93
Co.
Vuk Builders 00-00-000-000 94137520 1/24/94 2/10/94
34
Permanent
Index Document Date of Date
Number Number Instrument Recorded
--------- -------- ---------- --------
Grantor
-------
XXXX COUNTY
Standard Bank & Trust Co. 00-00-000-000 94137522 1/20/94 2/10/94
00-00-000-000
00-00-000-000
Voice of The People in Uptown 14-08-405-11 94137521 12/7/93 2/10/94
Voice of The People in Uptown 00-00-000-000 94432910 2/24/94 5/13/94
Voice of The People in Uptown 00-00-000-000 94432909 2/24/94 5/13/94
American National Bank & Trust 94432908 5/9/94 5/13/94
Co.
Chicago Title & Trust Co. 94432907 11/11/93 5/13/94
Baltimore & Ohio Chicago 4/16/94
Terminal
CSX Transportation 12/2/93
Consolidated Rail Corp. 12/15/93
Burlington Northern Railroad 4/11/94
Commonwealth Edison 12/8/93
The Board of Trustees of the 94775505 7/12/94 9/2/94
University of Illinois
Illinois Central Railroad 6/2/93
Commonwealth Edison 9/20/94
Chicago Board of Trade 95094031 8/12/94 2/8/95
Chicago Title & Trust Co. 95094029 9/20/94 2/8/95
Trust Xx. 0000000,
Dated 8/16/94
Chicago Title & Trust Co. 95094026 11/11/93 2/8/95
Trust Xx. 0000000,
Dated 6/27/89 and Trust
No. 1080000, Dated 0/0/00
Xxxxx Xxxxxxx Xxxxxxxx Co. 2/7/95
Illinois Central Railroad 3/29/95
35
Permanent
Index Document Date of Date
Number Number Instrument Recorded
--------- -------- ---------- --------
Grantor
-------
Xxxxxxxxx Xxxxxxx 00-00-000-0000 95094027 5/16/94 2/8/95
Chicago Housing Authority 95094030 7/31/94 2/8/95
Metropolitan Water Reclamation 94432906 4/13/93 0/00/00
Xxxxxxxx xx Xxxxxxx Xxxxxxx;
(Cal Sag & SW Highway)
Metropolitan Water Reclamation 94432905 9/24/93 5/13/94
District of Greater Chicago;
(North Shore Channel and
Francisco Ave. and Ainslie)
36
