FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] For the fiscal year ended December 31, 1995
or
[ ] For the transition period from to
Commission file number 1-7296
NORTHERN ILLINOIS GAS COMPANY
(Exact name of registrant as specified in its charter)
Illinois 36-2863847
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 983-8888
Registrant meets the conditions set forth in General Instruction J(1)(a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
Securities registered pursuant to Sections 12(b) or 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
Shares of common stock, par value $5, outstanding at February 29, 1996, were
15,232,414, all of which are owned by NICOR Inc.
Northern Illinois Gas Page i
Table of Contents
Item No. Page
Part I
1. Business................................................... 1
2. Properties................................................. 6
3. Legal Proceedings.......................................... 6
4. Submission of Matters to a Vote of Security Holders........ *
Part II
5. Market for Registrant's Common Equity and Related
Stockholder Matters...................................... 6
6. Selected Financial Data.................................... *
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 7
8. Financial Statements and Supplementary Data................ 14
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...................... 30
Part III
10. Directors and Executive Officers of the Registrant......... *
11. Executive Compensation..................................... *
12. Security Ownership of Certain Beneficial Owners
and Management........................................... *
13. Certain Relationships and Related Transactions............. *
Part IV
14. Exhibits, Financial Statement Schedule, and Reports
on Form 8-K.............................................. 30
Signatures................................................. 32
Supplemental Information................................... 33
Exhibit Index.............................................. 34
Selected abbreviations:
FERC - Federal Energy Regulatory Commission
Ill.C.C. - Illinois Commerce Commission
Mcf, MMcf, Bcf - Thousand cubic feet, million cubic feet,
billion cubic feet
* The Registrant meets the conditions set forth in General Instruction
J(1)(a) and (b) of Form 10-K and is therefore omitting the information
called for by the otherwise required Item.
Northern Illinois Gas Page 1
PART I
Item 1. Business
Northern Illinois Gas, formed in 1954, is a wholly owned subsidiary of
NICOR Inc., a diversified holding company.
GENERAL
Northern Illinois Gas is one of the nation's largest gas distribution
utilities, serving more than 1.8 million customers. The company has
approximately 2,300 employees, of which about 70 percent are covered by
provisions of a collective bargaining agreement which expires on
February 28, 1997. The company's service territory spans over 17,000 square
miles, covering more than 600 communities and adjacent areas in 35 counties
and encompasses most of the northern third of Illinois, excluding the city
of Chicago. Northern Illinois Gas maintains franchise agreements with 475
municipalities with terms ranging up to 50 years. More than 50%, or
approximately 250 franchise agreements, will expire in 20 years or more.
Only seven agreements, or approximately 1%, will expire in less than five
years. These agreements allow the company to construct, operate and
maintain distribution facilities in the municipalities served.
The Northern Illinois Gas service territory has a stable economic base that
provides strong and balanced demand among residential, commercial and
industrial customers. Residential customers account for about 45 percent of
the company's total gas deliveries, while industrial and commercial
customers account for approximately 30 percent and 25 percent of deliveries,
respectively (refer to Operating Statistics on page 11). In addition, the
company's industrial and commercial customer base is well-diversified,
lessening the impact of industry-specific swings.
Gas deliveries are seasonal since nearly 50 percent are used for space
heating. Typically, 70 to 75 percent of deliveries and revenues occur from
October 1 to March 31.
CUSTOMER SERVICES
In addition to gas sales to all customer classes, Northern Illinois Gas
provides transportation, storage and backup services to commercial and
industrial customers who purchase their own gas supplies. Transportation
service provides customers the opportunity to lower their overall costs by
purchasing gas directly and transporting it to their facilities through the
company's distribution system. The company provides transportation
customers with supply backup which may vary from zero to 100 percent.
Northern Illinois Gas continues to make additional underground storage
capacity available to its transportation customers. About 21 Bcf, or
15 percent of company-owned storage capacity, is available under the
company's two existing programs and approximately 4,500 customers, brokers
and marketers contracted to use the company's storage-for-fee services
during the 1995-1996 heating season. In addition to these two programs, in
1995 the company entered into one-year agreements to lease 2 Bcf of storage
capacity to two gas marketers.
Northern Illinois Gas Page 2
Item 1.Business (continued)
Northern Illinois Gas is continuing to explore ways of enhancing
profitability through nontraditional opportunities that benefit ratepayers
and shareholders alike. During 1995, these nontraditional activities
included: selling storage services for a fee to various customers as noted
above; providing transportation service to pipelines and gas distribution
companies adjacent to its facilities; owning a hub which serves as a market
center for various transactions between buyers and sellers of natural gas
and related services; selling space for advertising material to be inserted
in gas bill envelopes; and offering account management services to
transportation customers. While the combined operating results from these
activities are modest, these ventures demonstrate the company's commitment
to developing nontraditional sources of income.
SOURCES OF GAS SUPPLY
As a result of FERC Order 636, Northern Illinois Gas contracts separately
for gas supply, pipeline transportation and leased storage services. The
company purchases gas supplies on a deregulated basis directly from
producers, marketers and affiliates of pipelines. Pipeline transportation
and storage services are contracted for at rates regulated by the FERC. For
further information on FERC Order 636, see page 22.
Northern Illinois Gas owns extensive underground storage facilities located
within its service territory. The company's gas supply, pipeline
transportation and storage service contracts, when combined with company-
owned storage, were sufficient to meet peak day, seasonal and annual
requirements during 1995.
Northern Illinois Gas has been able to obtain sufficient supplies of natural
gas to meet customer requirements. The company, however, is unable to make
specific representations as to natural gas supply availability, but believes
supply will be sufficient to meet market demands in the foreseeable future.
Gas supply. Northern Illinois Gas maintains a diversified portfolio of gas
supply contracts. Firm direct gas supply contracts are diversified by
supplier, producing region, quantity, available transportation, contract
length and contract expiration date. Contract pricing is generally tied to
published price indices so as to approximate current market rates for spot
gas. The contracts also generally provide for the payment of fixed demand
charges to ensure the availability of supplies on any given day. At the end
of 1995, the company had approximately 40 firm direct gas supply contracts
with terms generally ranging from three months to five years. Nearly
60 percent of the contracted volumes expire in 1996. The company also
purchases gas supplies on the spot market to fulfill its supply requirements
or to take advantage of favorable short-term pricing.
Northern Illinois Gas Page 3
Item 1.Business (continued)
The sources of gas purchased for the past three years were:
Year ended December 31
1995 1994 1993
Source Bcf % Bcf % Bcf %
Firm direct supply 237.4 78.2 246.8 84.6 139.3 46.8
Spot gas 66.2 21.8 44.8 15.4 115.8 38.9
Pipeline suppliers - - - - 42.8 14.3
303.6 100.0 291.6 100.0 297.9 100.0
The company's transportation customers also purchase gas supplies. Nearly
45 percent of the gas that the company delivered in 1995 was purchased by
transportation customers directly from producers and marketers rather than
from the company.
Pipeline transportation contracts. Northern Illinois Gas is directly
connected to five interstate pipelines which provide access to most of the
major natural gas producing regions in the United States and Canada. The
company's primary firm transportation contracts with these pipelines are
summarized below:
Total maximum
Year of service daily contract
agreement capacity
Major pipelines expiration (Bcf)
Natural Gas Pipeline Company
of America (NGPL) 2000 .92(a)
Midwestern Gas Transmission
Company (Midwestern) 2000 .33
Northern Natural Gas Company
(Northern Natural) 1997 .19
1.44
(a) Excludes .49 Bcf of delivered storage service.
The company contracts for transportation capacity necessary to meet peak day
requirements. Contracted capacity that is not needed during off-peak
periods can be released to other shippers under FERC-mandated capacity
release provisions, with proceeds directly reducing the company's cost of
gas charged to customers.
Northern Illinois Gas Page 4
Item 1.Business (continued)
Storage. Northern Illinois Gas owns and operates seven underground gas
storage facilities. This storage system is one of the largest in the gas
distribution industry and is able to meet up to 60 percent of the company's
peak day deliveries and approximately 30 percent of its normal winter
deliveries. On an annual basis, the company cycles about 130 Bcf in and out
of storage. In addition to the company-owned facilities, Northern Illinois
Gas leases about 43 Bcf of storage from interstate pipelines and other
storage facility operators. Storage facilities provide supply flexibility,
improve reliability of deliveries and help reduce costs.
In 1994 and 1995, the company significantly enhanced its transmission and
storage capabilities with construction of the Elgin-Volo project, a two-
year, $65 million system improvement. The project improved withdrawal
capacities at its storage field in Troy Grove, Illinois and added 17 miles
of parallel main to increase the capacity of the transmission system that
delivers gas from Troy Grove to the market. In addition, 28 miles of
transmission main was added in the northern region of the company's service
territory.
COMPETITION/DEMAND
Northern Illinois Gas is one of the largest utility energy suppliers in
Illinois, delivering about one-third of all utility energy consumed in the
state. More than 95 percent of all single-family homes in Northern Illinois
Gas' service territory are heated with natural gas. The company's gas
services compete with other forms of energy, such as electricity and oil.
Demand for gas may be influenced by such factors as weather, the economy,
new sources and uses of energy, customer conservation efforts, technological
advances, pricing of gas and competitive fuels, environmental
considerations, state and federal regulatory policies and the customers'
overall expectations about the future.
Changes are expected to occur in the electric utility industry, the result
of which will lead to more competitive pricing between natural gas and
electric utilities. Retail prices for electricity will become more market
driven and vary based on such factors as demand, available capacity and the
variable costs associated with bringing incremental generating capacity on
line. Customers will benefit from the increase in competition, and the
energy providers that fare well will be the ones that provide the best
service at the lowest cost.
Additional information on competition and demand is presented in Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, on page 7.
Northern Illinois Gas Page 5
Item 1.Business (concluded)
REGULATION
Northern Illinois Gas is regulated by the Ill.C.C., which establishes the
rules and regulations governing utility rates and services in Illinois.
Rates are designed to allow Northern Illinois Gas to recover its costs and
provide an opportunity to earn a fair return on investment.
The cost of gas the company purchases for customers is recovered through a
monthly gas supply charge, which accounts for approximately 70 percent of a
typical residential customer's annual bill. The company's cost of gas is
passed on to the customer with no markup.
On May 8, 1995, Northern Illinois Gas filed with the Ill.C.C. for a
5.4 percent, $73 million general rate increase. For further information,
see Rate Proceeding on page 22.
ENVIRONMENTAL MATTERS
Information with respect to environmental matters is presented in the
Contingencies section of the Notes to the Consolidated Financial Statements
on page 28.
OPERATING STATISTICS
Year ended December 31
1995 1994 1993
Percent of customers with gas
space heating 97% 97% 97%
Peak-day sendout (Bcf) 3.8 4.6 3.4
Average temperature on peak day
(degrees in Fahrenheit) 3 (14) 6
Degree days* (Normal 6,117) 6,111 5,865 6,129
Customers per employee (average) 777 775 748
* Degree days - The number of degrees by which the daily mean temperature
falls below 65 degrees Fahrenheit.
See Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 11, for operating revenues, deliveries and
customers by class.
Northern Illinois Gas Page 6
Item 2. Properties
The company's properties are located in the territory described under
Item 1 and are suitable, adequate and utilized in its operations.
The gas distribution, transmission and storage system includes approximately
28,000 miles of steel, plastic and cast iron main; approximately 24,000
miles of steel, plastic/aluminum composite, plastic and copper service pipe
connecting the mains to customers' premises; and seven underground storage
fields. Other properties include buildings, land, motor vehicles, meters,
regulators, compressors, construction equipment, tools, and communication,
computer and office equipment.
The principal real properties are held under easements, permits, licenses or
in fee. Land in fee is owned for essentially all administrative offices and
for certain transmission mains and underground storage fields.
Substantially all properties are subject to the lien of the indenture
securing the company's first mortgage bonds.
Item 3. Legal Proceedings
On December 20, 1995, Northern Illinois Gas filed suit against certain
insurance carriers in the Circuit Court of Cook County. This suit seeks to
declare the insurance carriers liable under policies in effect primarily
between the years 1954 and 1985 for costs associated with environmental
cleanup of former manufactured gas plant sites.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
All of the outstanding common stock of Northern Illinois Gas is owned by
NICOR Inc. There is no public trading market for the company's common
stock. During 1995 and 1994, the company declared quarterly common
dividends totaling $70.9 million and $77.7 million, respectively.
Northern Illinois Gas Page 7
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FACTORS AFFECTING BUSINESS PERFORMANCE
The following factors can impact year-to-year comparisons and may affect the
future performance of Northern Illinois Gas.
Since nearly 50 percent of gas deliveries are used for space heating,
fluctuations in weather can have a significant impact on year-to-year
comparisons of operating income and cash flow. In addition, significant
changes in gas prices or economic conditions can impact gas usage. However,
Northern Illinois Gas' large residential customer base provides relative
stability during weak economic periods. Also, the industrial and commercial
customer base is well-diversified, lessening the impact of industry-specific
economic swings.
Northern Illinois Gas competes with other suppliers of energy based on such
factors as price, service and reliability. The company is well-positioned
to deal with the possibility of fuel switching by customers because it has
rates and services designed to compete against alternative fuels, and
because of its competitively priced supply of gas. In addition, the company
has a rate which allows negotiation with potential bypass customers, and no
customer has bypassed since the rate became effective in 1987. Northern
Illinois Gas also offers commercial and industrial customers flexibility and
alternatives in rates and service, increasing its ability to compete in
these markets.
Direct connection to five interstate pipelines and extensive underground
storage capacity allow the company to maintain rates that are among the
lowest in the nation, while providing transportation customers with direct
access to gas supplies and storage services. In 1995, Northern Illinois
Gas' storage capabilities enabled the company to reduce purchases of
premium-cost pipeline services. In addition, in an effort to ensure supply
reliability, the company purchases gas from several different producing
regions under varied contract terms.
In April 1992, the FERC issued Order 636. This order, which required
implementation by the pipelines for the 1993-1994 heating season,
substantially restructured the interstate sale and transportation of gas.
For further information, see page 22, FERC Order 636.
Northern Illinois Gas has significantly enhanced its transmission and
storage capabilities with the Elgin-Volo project. The project improved
withdrawal capacities at the company's storage field in Troy Grove,
Illinois, and added 17 miles of parallel main to increase the capacity of
the transmission system that delivers gas from Troy Grove to the market. In
addition, 28 miles of main was added in the northern region of the Northern
Illinois Gas service territory between the towns of Elgin, Crystal Lake and
Volo. The project is expected to provide an estimated $28 million in annual
gas cost savings to customers, enable the company to meet future demand and
provide the opportunity to sell additional transportation and storage
services.
Northern Illinois Gas Page 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Northern Illinois Gas has been able to increase gas deliveries in recent
years in part because of more diversified uses of natural gas. While the
majority of the company's growth in the past has been driven by customer
additions, diversified uses, such as electric power generation, large-
tonnage gas air conditioning and gas-fired cogeneration, are expected to
continue to account for a significant portion of Northern Illinois Gas'
growth in deliveries.
In 1993, Northern Illinois Gas began a 10-year contract to transport natural
gas for electric generation. Deliveries under this contract, which may vary
widely from year to year depending on demand for electricity, operation of
other plants and the cost of natural gas relative to other fuels,
contributed significantly to the overall growth in deliveries in each of the
last two years. Northern Illinois Gas delivered 34.4 Bcf and 31.4 Bcf of
gas for electric power generation in 1995 and 1994, respectively.
Beyond efforts to increase natural gas deliveries in its service territory,
Northern Illinois Gas is working to increase profitability through
nontraditional opportunities. During 1995, these nontraditional activities
included: selling storage services for a fee to various customers;
providing transportation service to pipelines and gas distribution companies
adjacent to its facilities; owning a hub which serves as a market center for
various transactions between buyers and sellers of natural gas and related
services; selling space for advertising materials to be inserted in gas bill
envelopes; and offering account management services to transportation
customers. These activities generated approximately $6 million in pretax
income in 1995 and 1994, and approximately $3 million in 1993. These
ventures demonstrate the company's commitment to developing nontraditional
sources of income.
Northern Illinois Gas is examining its operations in light of the changing
regulatory environment. With efficiency and customer service in mind, the
company has made several organizational changes. The company's sales and
marketing departments were centralized to enhance the level of service to
existing markets and to focus resources on markets with the most potential
to increase natural gas deliveries. In field operations, Northern Illinois
Gas has reorganized from a "division" structure based on geography to a
company-wide "process" approach based on closely related activities and
customer services. The more centralized structure improves the planning and
prioritization of work throughout the company's service territory, leading
to increased efficiency on service calls, maintenance of the operating
system and installation of new services and main. The company has also
taken steps to streamline its gas storage and transmission operations and is
in the process of reviewing its support and administrative functions.
Northern Illinois Gas also initiated a program in 1994 to reduce the level
of capital expenditures on an ongoing basis while continuing to maintain a
high level of service and reliability. The company made progress toward
this objective in 1995 as spending on capital items other than the Elgin-
Volo project was significantly below the 1994 level.
Northern Illinois Gas Page 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Northern Illinois Gas is regulated by the Ill.C.C. which establishes the
rules and regulations governing utility rates and services in Illinois.
Rates are designed to allow the company to recover its costs and provide an
opportunity to earn a fair return for its investors. Changes in the
regulatory environment could affect the longer-term performance of Northern
Illinois Gas.
On May 8, 1995, Northern Illinois Gas filed with the Ill.C.C. for a
5.4 percent, $73 million general rate increase. The filing requested a rate
of return on original-cost rate base of 10.67 percent, reflecting a
12.95 percent cost of common equity. The increase is needed to recover
costs associated with enhancements to the company's transmission and storage
system, other capital costs and rising operating costs. The filing also
proposes revisions to some services provided to commercial and industrial
customers. The last time the company filed for a general rate increase was
1981.
On January 12, 1996, the Ill.C.C. hearing examiners issued a proposed order
under which Northern Illinois Gas would receive a general rate increase of
approximately $31 million, of which $12 million is due to the proposed
change in the company's depreciation rate. The proposed order reflects a
rate of return on original-cost rate base of 9.77 percent and an 11.3
percent cost of common equity. The Ill.C.C. is expected to issue a final
decision by April 4, 1996, which could be different from the proposed order.
As a result of a bill passed by the Illinois legislature in 1995,
performance-based ratemaking is now allowed in the state on an experimental
basis. Northern Illinois Gas' rate case filing in 1995 was based on the
traditional cost-of-service approach, but the company is studying
performance-based rate opportunities and is considering appropriate actions.
The company is conducting environmental investigations at former gas
manufacturing plant sites. Although unable to determine the outcome of
these contingencies, management believes that appropriate accruals have been
recorded. Final disposition of these matters is not expected to have a
material impact on the company's financial condition or results of
operations. For further information, see page 28, Contingencies.
RESULTS OF OPERATIONS
Net income decreased $7.7 million in 1995 to $85.4 million due mainly to
higher depreciation and higher operating and maintenance expenses, which
more than offset additional margin. A higher effective tax rate also had a
negative impact on 1995 earnings. In 1994, net income decreased $1.8
million to $93.1 million as higher operating and maintenance expenses and
depreciation more than offset the impact of additional margin and lower
interest expense.
Revenues. Operating revenues of $1,312.7 were down 10 percent in 1995 as a
result of the recovery from customers of lower gas costs. In 1994,
operating revenues decreased 5 percent to $1,455 million as a result of the
recovery from customers of lower gas costs, customers switching from sales
to transportation service and the effect of 4 percent warmer weather.
Northern Illinois Gas Page 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Margin. Margin, defined as operating revenues less cost of gas and revenue
taxes which are both passed directly through to customers, rose $6 million
in both 1995 and 1994 to $442.3 million and $436.3 million, respectively.
Factors contributing to the change in margin included the positive impact of
increased deliveries unrelated to weather, the effect of variations in
weather and a nonrecurring $4.2 million gain on the sale of interests in oil
and gas properties in 1994. Margin per Mcf delivered in 1995 and 1994 was
adversely affected by increases in lower margin deliveries for electric
power generation.
1995 1994 1993
Margin (Millions) $ 442.3 $ 436.3 $ 430.3
Margin per Mcf delivered .83 .87 .88
Average gas cost per Mcf sold 2.52 3.14 3.26
Degree days (Normal 6,117) 6,111 5,865 6,129
Operating and maintenance. Operating and maintenance expenses rose
$6.1 million in 1995 to $155.1 million. The increase was due to several
factors, including a higher pension provision, increased expenditures for
information technology and the incurrence of costs associated with the
company's rate filing. In 1994, operating and maintenance expenses rose
$7.6 million to $149 million. The increase related to several items, the
largest being payroll, a new system maintenance program and damage claims.
Depreciation. Depreciation expense rose 10 percent in 1995 to $98.8
million, and 8 percent in 1994 to $90 million, mainly as a result of plant
additions.
Interest expense. In 1995, interest expense increased $.7 million to
$38.9 million largely as a result of the impact of higher interest rates
which more than offset higher interest capitalized. Interest expense
declined to $38.2 million in 1994 from $41.6 million in 1993 because of
reduced borrowing levels and lower interest on potential income tax
adjustments.
Income taxes. The effective combined federal and state income tax rate was
36.9 percent, 35.4 percent and 35.8 percent for 1995, 1994 and 1993,
respectively. The increase in 1995 was primarily the result of less excess
deferred taxes turning around.
Northern Illinois Gas Page 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Operating Statistics
Year ended December 31
1995 1994 1993
Operating revenues (Millions)
Sales
Residential $ 849.8 $ 939.2 $ 989.2
Commercial 217.8 260.0 292.1
Industrial 35.9 50.2 55.4
1,103.5 1,249.4 1,336.7
Transportation
Commercial 50.3 41.8 38.8
Industrial 62.5 51.2 48.1
112.8 93.0 86.9
Revenue taxes and other 96.4 112.6 109.7
$1,312.7 $1,455.0 $1,533.3
Deliveries (Bcf)
Sales
Residential 231.4 215.8 222.7
Commercial 59.3 60.5 67.0
Industrial 10.5 12.4 13.7
301.2 288.7 303.4
Transportation
Commercial 64.0 54.2 50.0
Industrial 165.6 156.9 135.4
229.6 211.1 185.4
530.8 499.8 488.8
Customers at end of period (Thousands)
Sales
Residential 1,660.6 1,632.0 1,601.2
Commercial 141.7 141.5 141.7
Industrial 11.6 11.6 11.6
1,813.9 1,785.1 1,754.5
Transportation
Commercial 17.1 15.3 13.2
Industrial 2.5 2.3 2.1
19.6 17.6 15.3
1,833.5 1,802.7 1,769.8
Northern Illinois Gas Page 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
FINANCIAL CONDITION AND LIQUIDITY
Overall, Northern Illinois Gas' financial condition is sound. Long-term
debt continues to be about 40 percent of capitalization. The company's
ratio of earnings to fixed charges was 4.4, 4.8 and 4.6 for the years ended
December 31, 1995, 1994 and 1993, respectively.
The company believes it has access to adequate resources to meet planned
capital expenditures, debt redemptions, dividends and working capital needs.
These resources include net cash flow from operating activities, access to
capital markets and unused lines of credit.
Operating. Net cash flow from operating activities, the company's primary
source of cash, was $254.1 million in 1995, $280.6 million in 1994 and
$207.1 million in 1993. The changes between years were due primarily to the
timing of the recovery of gas costs from customers.
The working capital component of net cash flow from operating activities can
swing sharply from year to year due primarily to certain factors including
weather, the timing of collections from customers and gas-purchasing
practices. The company generally relies on short-term financing to meet
temporary increases in working capital needs.
In 1996, net cash flow from operating activities is expected to decrease
significantly because of working capital changes. Factors contributing to
this decrease include the impact of an increase in company storage
requirements, timing of gas cost recoveries, a return to normal levels of
customer advance payments and the impact of a 1995 gas pipeline refund.
Investing. Capital expenditures were $152.2 million in 1995 compared with
$160.3 million in 1994 and $127.4 million in 1993. Capital expenditures in
1995 and 1994 included amounts related to construction of the Elgin-Volo
project, a two-year, $65 million transmission and storage system
improvement. In 1995, capital spending on projects other than the Elgin-
Volo project was below historical levels, reflecting, in part, efforts to
reduce capital expenditures.
Capital spending in 1996 is anticipated to be about $115 million. Capital
expenditures are expected to decrease as a result of the completion of the
Elgin-Volo project and company-wide efforts to reduce capital expenditures.
Financing. Northern Illinois Gas' long-term debt outstanding was $446.2
million at December 31, 1995 and $446.4 million for the years ended
December 31, 1994 and 1993. Long-term debt as a percentage of
capitalization was 38.6 percent, 39 percent and 39.5 percent at year-end
1995, 1994 and 1993, respectively.
Long-term debt. In October 1995, Northern Illinois Gas issued $50 million
of 7.26% First Mortgage Bonds due in 2025. The net proceeds of the sale
replenished corporate funds which were used for the maturity of $50 million
of 5-1/2% unsecured notes due in July 1995.
Northern Illinois Gas Page 13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (concluded)
In August 1994, Northern Illinois Gas issued $50 million of 8-1/4% First
Mortgage Bonds due in 2024, which represented the remaining $50 million of a
December 1992 shelf registration statement. The net proceeds from the sale
of the bonds were used for general corporate purposes, including
construction programs.
In July 1994, Northern Illinois Gas redeemed $50 million of 8.70% First
Mortgage Bonds due in 1995 with proceeds from the issuance of $50 million of
5-1/2% unsecured notes due in July 1995.
In April 1994, Northern Illinois Gas filed a $225 million First Mortgage
Bond shelf registration statement with the Securities and Exchange
Commission, of which $175 million remained available for issuance at
December 31, 1995. The net proceeds from any securities issued are expected
to be used for the refinancing of certain outstanding debt, for construction
programs to the extent not provided by internally generated funds and for
general corporate purposes.
During 1993, the company refinanced about half of its long-term debt at
lower interest rates, reducing annual interest expense by approximately
$5.5 million on the portion of the debt refinanced.
In 1996, Northern Illinois Gas anticipates issuing, depending upon market
conditions, $50 million of debt to finance maturing debt and $25 million of
debt to replenish funds used in 1995 to finance the Elgin-Volo project.
Short-term debt. Northern Illinois Gas maintains short-term credit
agreements with major domestic and foreign banks. At December 31, 1995,
these agreements, which serve as backup for the issuance of commercial
paper, totaled $250 million and the company had $151.6 million and
$188.2 million of commercial paper outstanding at year-end 1995 and 1994,
respectively. At December 31, 1995, the unused lines of credit under these
credit agreements were $98.4 million.
Common and preferred stock. The company paid dividends of $71.4 million,
$78.3 million and $70.6 million in 1995, 1994 and 1993, respectively.
ACCOUNTING PRONOUNCEMENT
In 1995, the Financial Accounting Standards Board (FASB) issued Statement
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of. Implementation of this statement is not
expected to have a material impact on the company's financial condition or
results of operations. For further information, see New Accounting
Pronouncement on page 21.
Northern Illinois Gas Page 14
Item 8. Financial Statements and Supplementary Data
Page
Report of Independent Public Accountants 15
Financial Statements:
Consolidated Statement of Income 16
Consolidated Statement of Cash Flows 17
Consolidated Balance Sheet 18
Consolidated Statement of Capitalization 19
Consolidated Statement of Retained Earnings 20
Notes to the Consolidated Financial Statements 21
Northern Illinois Gas Page 15
Report of Independent Public Accountants
To Northern Illinois Gas Company:
We have audited the accompanying consolidated balance sheet and statement of
capitalization of NORTHERN ILLINOIS GAS COMPANY (an Illinois corporation and
a wholly owned subsidiary of NICOR Inc.) and subsidiary company as of
December 31, 1995 and 1994, and the related consolidated statements of
income, retained earnings and cash flows for each of the three years in the
period ended December 31, 1995. These financial statements and the schedule
referred to below are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements and
the schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Northern Illinois Gas
Company and subsidiary company as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1995, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedule
listed in the accompanying index (page 30) is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not
part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
January 24, 1996
<TABLE>
Northern Illinois Gas Page 16
Consolidated Statement of Income
(Millions)
<CAPTION>
Year ended December 31
1995 1994 1993
<S> <C> <C> <C>
Operating revenues $ 1,312.7 $ 1,455.0 $ 1,533.3
Operating expenses
Cost of gas 787.2 924.9 1,007.1
Operating and maintenance 155.1 149.0 141.4
Depreciation 98.8 90.0 83.7
Taxes, other than income taxes 100.9 112.0 113.5
Income taxes 48.6 49.8 52.3
1,190.6 1,325.7 1,398.0
Operating income 122.1 129.3 135.3
Other income (expense)
Interest income 2.5 1.3 .6
Other, net 1.0 1.9 1.2
Income taxes on other income (1.3) (1.2) (.6)
2.2 2.0 1.2
Interest expense
Interest on debt, net of amounts capitalized 38.1 37.7 40.0
Other .8 .5 1.6
38.9 38.2 41.6
Net income 85.4 93.1 94.9
Dividends on preferred stock .5 .6 .5
Earnings applicable to common stock $ 84.9 $ 92.5 $ 94.4
<F1>
Note: Northern Illinois Gas is a wholly owned subsidiary of NICOR Inc. Earnings and dividends per share
information is therefore omitted.
<F2>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Northern Illinois Gas Page 17
Consolidated Statement of Cash Flows
(Millions)
<CAPTION>
Year ended December 31
1995 1994 1993
Operating activities
<S> <C> <C> <C>
Net income $ 85.4 $ 93.1 $ 94.9
Adjustments to reconcile net income to net
cash flow provided from operating activities:
Depreciation 98.8 90.0 83.7
Deferred income tax expense 5.0 .8 4.7
Change in working capital items and other:
Accounts receivable, less allowances (40.6) 59.3 14.1
Gas in storage 7.0 6.6 23.0
Deferred/accrued gas costs 25.9 22.3 (14.5)
Accounts payable 50.3 26.7 8.4
Accrued taxes 2.8 (18.9) (4.4)
Gas refunds due customers 21.9 .7 1.1
Other (2.4) - (3.9)
Net cash flow provided from operating activities 254.1 280.6 207.1
Investing activities
Capital expenditures (152.2) (160.3) (127.4)
Other .3 .5 .6
Net cash flow used for investing activities (151.9) (159.8) (126.8)
Financing activities
Net proceeds from issuing long-term debt 49.5 99.1 223.1
Disbursements to retire long-term debt (50.0) (50.0) (262.0)
Short-term borrowings, net (36.6) (84.8) 29.0
Dividends paid (71.4) (78.3) (70.6)
Other (.5) (.5) (.4)
Net cash flow used for financing activities (109.0) (114.5) (80.9)
Net increase (decrease) in cash and cash equivalents (6.8) 6.3 (.6)
Cash and cash equivalents, beginning of year 6.8 .5 1.1
Cash and cash equivalents, end of year $ - $ 6.8 $ .5
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Northern Illinois Gas Page 18
Consolidated Balance Sheet
(Millions, except share data)
<CAPTION>
December 31
Assets 1995 1994
<S> <C> <C>
Gas distribution plant, at cost $ 2,851.8 $ 2,693.4
Less accumulated depreciation 1,182.2 1,094.8
1,669.6 1,598.6
Other property and investments, net of accumulated
depletion of $34.4 8.4 7.9
Current assets
Cash and cash equivalents - 6.8
Accounts receivable, less allowances of $4.7
and $4.4, respectively 242.8 202.2
Gas in storage, at last-in, first-out cost 63.0 91.2
Deferred gas costs 8.7 34.6
Other 25.1 25.7
339.6 360.5
Other assets 69.1 50.5
$ 2,086.7 $ 2,017.5
Capitalization and Liabilities
Capitalization
Long-term debt $ 446.2 $ 446.4
Preferred stock
Redeemable 9.1 9.6
Nonredeemable 1.4 1.4
Common equity
Common stock, par value $5, authorized 25,000,000 shares
(reserved for conversion 32,365 shares), outstanding
15,232,414 shares 76.2 76.2
Paid-in capital 107.9 107.8
Retained earnings 516.0 502.0
1,156.8 1,143.4
Current liabilities
Long-term obligations due within one year 50.5 50.5
Short-term borrowings 151.6 188.2
Accounts payable 281.0 230.7
Accrued interest 37.4 37.7
Gas refunds due customers 24.2 2.3
Accrued taxes 14.2 11.4
558.9 520.8
Deferred credits and other liabilities
Deferred income taxes 172.8 163.4
Regulatory income tax liability 86.5 89.9
Unamortized investment tax credits 50.8 53.5
Other 60.9 46.5
371.0 353.3
$ 2,086.7 $ 2,017.5
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Northern Illinois Gas Page 19
Consolidated Statement of Capitalization
(Millions, except share data)
<CAPTION>
December 31
1995 1994
Long-term debt
First mortgage bonds
Maturity Interest rate
<S> <S> <C> <C> <C> <C>
1996 4.50 % $ 50.0 $ 50.0
1997 5.50 25.0 25.0
1998 5.875 25.0 25.0
1999 6.25 25.0 25.0
2000 5.875 50.0 50.0
2019 9.0 50.0 50.0
2021 8.875 50.0 50.0
2022 8.25 75.0 75.0
2023 7.375 50.0 50.0
2024 8.25 50.0 50.0
2025 7.26 50.0 -
500.0 450.0
Less: Amount due within one year 50.0 -
Unamortized debt discount, net of premium 3.8 3.6
446.2 38.6% 446.4 39.0%
Other long-term debt
Notes payable due 1995, 5.50% - 50.0
Less amount due within one year - 50.0
- - - -
Preferred stock, cumulative, par value $100, authorized
800,000 shares
Redeemable preferred stock, 4.48% and 5.00% series,
outstanding 66,000 and 30,000 shares, respectively,
in 1995, and 69,000 and 32,000 shares, respectively,
in 1994 9.6 10.1
Less amount due within one year .5 .5
9.1 .8 9.6 .9
Nonredeemable preferred stock, 4.60% and 5.00%
convertible series, outstanding 8,750 and 5,258
shares, respectively, in 1995 and 1994 1.4 .1 1.4 .1
Common equity
Common stock 76.2 76.2
Paid-in capital 107.9 107.8
Retained earnings 516.0 502.0
700.1 60.5 686.0 60.0
$ 1,156.8 100.0% $ 1,143.4 100.0%
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
Northern Illinois Gas Page 20
Consolidated Statement of Retained Earnings
(Millions)
<CAPTION>
Year ended December 31
1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of year $ 502.0 $ 487.2 $ 462.9
Net income 85.4 93.1 94.9
587.4 580.3 557.8
Dividends declared on:
Common stock 70.9 77.7 70.1
Preferred stock .5 .6 .5
71.4 78.3 70.6
Balance at end of year $ 516.0 $ 502.0 $ 487.2
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
Northern Illinois Gas Page 21
Notes to the Consolidated Financial Statements
Northern Illinois Gas is one of the nation's largest gas distribution
companies, serving over 1.8 million customers in a service territory that
encompasses most of the northern third of Illinois, excluding the city of
Chicago.
ACCOUNTING POLICIES
General. Northern Illinois Gas Company is a wholly owned subsidiary of
NICOR Inc. Northern Illinois Gas and its affiliates reimburse each other
for transactions between the companies.
Consolidation. The consolidated financial statements include the accounts
of Northern Illinois Gas and its subsidiary. All significant intercompany
balances and transactions have been eliminated. The preparation of the
consolidated financial statements requires management to make estimates that
affect the reported amounts. Actual results could differ from those
estimates. Certain reclassifications were made to conform the prior years'
financial statements to the current year presentation.
Operating revenues and gas costs. The cost of gas purchased, adjusted for
inventory activity, is reflected in volumetric charges to customers through
operation of the Uniform Purchased Gas Adjustment Clause (PGA). Any
difference between PGA revenues and recoverable gas costs is deferred or
accrued with a corresponding decrease or increase in cost of gas. This
difference is amortized as it is collected from or refunded to customers
through the PGA.
Depreciation. Property, plant and equipment are depreciated over estimated
useful lives on a straight-line basis using a composite depreciation rate of
3.7 percent.
Income taxes. Deferred income taxes are provided for temporary differences
between the tax basis of an asset or liability and its reported amount in
the financial statements. Although the federal investment tax credit has
been eliminated, Northern Illinois Gas continues to amortize prior deferred
amounts to income over the lives of the applicable properties.
Cash and cash equivalents. The company considers investments purchased with
a maturity of three months or less to be cash equivalents.
Receivable credit risk. The company has a diversified base of customers,
typical for its industry, and prudent creditworthiness policies which limit
risk.
NEW ACCOUNTING PRONOUNCEMENT
Impairment of long-lived assets. In March 1995, the Financial Accounting
Standards Board issued Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. This
statement requires recognition of impairment losses on long-lived assets
when an asset's book value exceeds its expected future undiscounted cash
flows. This statement requires adoption no later than the company's
Northern Illinois Gas Page 22
Notes to the Consolidated Financial Statements (continued)
1996 fiscal year and must be adopted as a cumulative effect of a change in
accounting principle. The company adopted Statement No. 121 on January 1,
1996. Implementation of this statement is not expected to have a material
impact on the company's financial condition or results of operations.
CASH FLOW INFORMATION
Income taxes paid, net of refunds, and interest paid, net of amounts
capitalized, for the periods ended December 31 were:
(Millions) 1995 1994 1993
Income taxes paid $ 45.0 $ 69.2 $ 51.3
Interest paid 38.3 36.7 42.0
REGULATORY MATTERS
Rate proceeding. On May 8, 1995, Northern Illinois Gas filed with the
Ill.C.C. for a 5.4 percent, $73 million general rate increase. The filing
requested a rate of return on original-cost rate base of 10.67 percent,
reflecting a 12.95 percent cost of common equity. The increase is needed to
recover costs associated with enhancements to the company's transmission and
storage system, other capital costs and rising operating costs. The filing
also proposes revisions to some services provided to commercial and
industrial customers. The last time the company filed for a general rate
increase was 1981.
On January 12, 1996, the Ill.C.C. hearing examiners issued a proposed order
under which Northern Illinois Gas would receive a general rate increase of
approximately $31 million, of which $12 million is due to the proposed
change in the company's depreciation rate. The proposed order reflects a
rate of return on original-cost rate base of 9.77 percent and an 11.3
percent cost of common equity. The Ill.C.C. is expected to issue a final
decision by April 4, 1996, which could be different from the proposed order.
FERC Order 636. In April 1992, the FERC issued Order 636. This order,
which required implementation by the pipelines for the 1993-1994 heating
season, substantially restructured the interstate sale and transportation of
gas. The FERC also authorized pipelines to recover transition costs, such
as gas supply realignment and certain other costs, caused by compliance with
Order 636. The company estimates that the total transition costs from all
pipeline transporters could exceed $300 million. However, the ultimate
level of costs is dependent upon the future market price of natural gas,
pipeline negotiations with producers and other factors. Approximately
$171 million of such costs has been recorded, of which $151 million has been
paid to the pipeline transporters, subject to refund. Since 1994, the
company has been recovering these costs through the PGA in accordance with
Ill.C.C. authorization.
The company believes that the changes required by Order 636 will not have a
material impact on its financial condition or results of operations.
Northern Illinois Gas Page 23
Notes to the Consolidated Financial Statements (continued)
GAS IN STORAGE
Based on the average cost of gas purchased in December 1995 and 1994, the
estimated current replacement cost of gas in inventory at December 31, 1995
and 1994 exceeded the last-in, first-out cost by approximately $161 million
and $236 million, respectively.
INCOME TAXES
The components of income tax expense are presented below:
(Millions) 1995 1994 1993
Current
Federal $ 40.1 $ 44.3 $ 42.1
State 7.5 8.3 8.4
47.6 52.6 50.5
Deferred
Federal 3.2 (.1) 3.2
State 1.8 .9 1.5
5.0 .8 4.7
Amortization of ITC, net (2.7) (2.4) (2.3)
Income tax expense $ 49.9 $ 51.0 $ 52.9
The temporary differences which gave rise to significant portions of the net
deferred tax liability at December 31, 1995 and 1994 were as follows:
(Millions) 1995 1994
Deferred tax liabilities
Plant $ 236.4 $ 232.2
Other 3.9 9.4
240.3 241.6
Deferred tax assets
Unamortized investment tax credits 33.6 35.2
Regulatory income tax liability 21.0 21.7
Other 26.5 34.1
81.1 91.0
Net deferred tax liability $ 159.2 $ 150.6
Northern Illinois Gas Page 24
Notes to the Consolidated Financial Statements (continued)
The effective combined federal and state income tax rate was 36.9 percent,
35.4 percent and 35.8 percent in 1995, 1994 and 1993, respectively.
Differences between federal income taxes computed using the statutory rate
and reported income tax expense are shown below:
(Millions) 1995 1994 1993
Federal income taxes using
statutory rate $ 47.4 $ 50.4 $ 51.7
State income taxes, net 6.7 6.3 6.7
Timing differences reversed
at originating tax rates (2.4) (.7) (.4)
Amortization of investment
tax credits (2.6) (2.7) (2.7)
Other, net .8 (2.3) (2.4)
Income tax expense $ 49.9 $ 51.0 $ 52.9
POSTEMPLOYMENT BENEFITS
Pension benefits. Northern Illinois Gas maintains noncontributory defined
benefit pension plans covering substantially all employees. Pension
benefits consider job level or the highest average salary earned during five
consecutive years of employment and years of service. The plans are funded
currently to the extent deductible for federal income tax purposes. Plan
assets are invested primarily in corporate and government securities.
Net periodic pension cost (benefit) included:
(Millions) 1995 1994 1993
Service cost $ 6.4 $ 7.0 $ 6.7
Interest cost 19.3 18.5 20.4
Loss (return) on plan assets (61.5) (17.1) (41.9)
Net amortization and deferral 27.0 (19.4) 3.7
$ (8.8) $(11.0) $(11.1)
Expected long-term rate of return
on plan assets 9.0% 8.5% 8.5%
Northern Illinois Gas Page 25
Notes to the Consolidated Financial Statements (continued)
The following table reflects the funded status of the pension plans at
October 1, 1995 and 1994 reconciled to amounts recorded in the financial
statements at December 31, 1995 and 1994, respectively:
(Millions) 1995 1994
Vested benefits $ 217.8 $ 202.9
Nonvested benefits 25.7 21.2
Accumulated benefit obligation 243.5 224.1
Effect of assumed increase in
compensation level 32.5 29.4
Projected benefit obligation 276.0 253.5
Plan assets at market value 379.4 352.0
Plan assets in excess of projected
benefit obligation 103.4 98.5
Unrecognized net gain (40.7) (42.5)
Unrecognized net transition asset (23.9) (27.8)
Unrecognized prior service cost 4.5 5.0
Other 3.4 2.9
Prepaid pension cost $ 46.7 $ 36.1
Weighted average discount rate 7.5% 8.0%
Rate of compensation increase 4-5 4-5
Northern Illinois Gas has historically amended the collectively bargained
pension plan every two to three years so that such pension benefits are
based on the most current wages. Northern Illinois Gas intends, subject to
collective bargaining, to continue making similar amendments to the plan.
These future amendments have been anticipated and are reflected in the
projected benefit obligation and pension expense.
Other postretirement benefits. Health care and life insurance benefits are
provided for retired employees if they become eligible for retirement while
working for Northern Illinois Gas. The plans are funded currently to the
extent deductible for federal income tax purposes. Plan assets are invested
primarily in corporate and government securities.
Northern Illinois Gas Page 26
Notes to the Consolidated Financial Statements (continued)
Net periodic postretirement benefit cost included:
(Millions) 1995 1994 1993
Service cost $ 2.3 $ 2.3 $ 1.9
Interest cost 9.0 8.1 7.5
Loss (return) on plan assets (1.8) (.4) (1.0)
Amortization of transition obligation 3.7 3.7 3.7
Net amortization and deferral 1.0 (.1) .3
$ 14.2 $ 13.6 $ 12.4
Expected long-term rate of return
on plan assets 9.0% 8.5% 8.5%
The following table reflects the funded status of the postretirement health
care and life insurance plans at October 1, 1995 and 1994 reconciled to
amounts recorded in the financial statements at December 31, 1995 and 1994,
respectively:
(Millions) 1995 1994
Accumulated postretirement benefit
obligation (APBO):
Retirees $ 76.9 $ 71.2
Fully eligible active plan participants 16.9 17.2
Other active plan participants 29.6 28.0
Total APBO 123.4 116.4
Plan assets at market value 11.5 9.7
APBO in excess of plan assets (111.9) (106.7)
Unrecognized transition obligation 63.5 67.3
Unrecognized prior service cost (1.2) (1.3)
Unrecognized net loss 12.8 11.9
Other (2.1) (2.3)
Accrued postretirement benefit cost $ (38.9) $ (31.1)
Weighted average discount rate 7.5% 8.0%
Rate of compensation increase 4-5 4-5
The health care cost trend rate for pre-Medicare benefits was assumed to be
10 percent for 1996, gradually declining to 5 percent for 2001 and remaining
at that level thereafter. The health care cost trend rate for post-Medicare
benefits was assumed to be 7 percent for 1996, gradually declining to
5 percent for 1998 and remaining at that level thereafter. The health care
cost trend rate assumption has a significant effect on the amounts reported.
Increasing the assumed health care cost trend rate by 1 percentage point
would increase the APBO as of December 31, 1995, by about $16 million, the
aggregate of the service and interest cost components of 1995 net
postretirement health care costs by $1.9 million, and operating expense by
$1.4 million, after capitalization.
Northern Illinois Gas Page 27
Notes to the Consolidated Financial Statements (continued)
SHORT- AND LONG-TERM DEBT
The company's short-term borrowings consisted of commercial paper. The
balance and weighted average interest rate at December 31 are as follows:
1995 1994 1993
Balance at year-end (Millions) $ 151.6 $ 188.2 $ 273.0
Weighted average interest rate
on year-end balance 5.68% 5.92% 3.26%
The company establishes lines of credit with major domestic and foreign
banks to support outstanding commercial paper to satisfy short-term
borrowing needs. At December 31, 1995, lines of credit totaled $250
million, of which $151.6 million served as backup for commercial paper
borrowings. Commitment fees of 7 basis points per annum were paid on these
lines. All credit agreements have variable interest-rate options tied to
short-term markets.
Bank cash balances averaged $2.8 million during 1995, which partially
compensated for the cost of maintaining accounts and other banking services.
Such demand balances may be withdrawn at any time.
First mortgage bonds are secured by liens on substantially all gas
distribution property and franchises.
Interest on debt was net of amounts capitalized of $.9 million, $.2 million
and $.1 million in 1995, 1994 and 1993, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The recorded amount of short-term borrowings approximates fair value because
of the short maturity of the instruments. Based on quoted market interest
rates, the recorded amount of the long-term debt outstanding, including
current maturities, also approximates fair value.
SINKING FUND AND MATURITIES
The amounts necessary to fulfill mandatory sinking fund requirements and
maturities are shown below:
(Millions) 1996 1997 1998 1999 2000
Long-term debt $ 50.0 $ 25.0 $ 25.0 $ 25.0 $ 50.0
Preferred stock .5 .5 .5 .5 .5
$ 50.5 $ 25.5 $ 25.5 $ 25.5 $ 50.5
Northern Illinois Gas Page 28
Notes to the Consolidated Financial Statements (continued)
REDEEMABLE PREFERRED STOCK
A description of redeemable preferred stock follows:
Optional
Annual cumulative redemption
sinking fund and
requirement liquidation
Series Shares Price price
4.48% 3,000 $101.00 $ 102.12
5.00 2,000 101.00 102.00
The default provisions generally state that no redemption may take place
unless all shares of each respective series are redeemed. They also provide
that no shares may be purchased except pursuant to offers of sale made by
holders of shares in response to an invitation for tenders.
CONTINGENCIES
The company is involved in legal or administrative proceedings before
various courts and agencies with respect to rates, taxes and other matters.
Until the early 1950s, manufactured gas facilities were operated in the
Northern Illinois Gas service territory. Manufactured gas is now known to
have created various by-products that may still be present at these sites.
Current environmental laws may require cleanup of these former manufactured
gas plant sites ("MGPs"). The company has identified up to 40 properties in
its service territory believed to be the location of such sites. Of these
40 properties, Northern Illinois Gas currently owns 15 and formerly owned or
leased 13. The remaining 12 were never owned or leased by the company.
Information has been presented regarding preliminary reviews of the
company's currently owned and formerly owned or leased properties to the
Illinois Environmental Protection Agency. More detailed investigations are
currently in progress or planned at many of these sites. At four of the
sites, the current owners are seeking to allocate cleanup costs to all
former owners or lessees, including Northern Illinois Gas.
The results of continued testing and analysis should determine to what
extent remediation is necessary and may provide a basis for estimating any
additional future costs, which based on industry experience, could be
significant. Costs are currently being recovered pursuant to Ill.C.C.
authorization.
In December 1995, Northern Illinois Gas filed suit against certain insurance
carriers seeking recovery of environmental cleanup costs of former MGPs.
Presently, management cannot predict the timing or outcome of this lawsuit.
Any recoveries from such litigation or other sources will be flowed back to
the company's customers.
Northern Illinois Gas Page 29
Notes to the Consolidated Financial Statements (concluded)
Although unable to determine the outcome of these contingencies, management
believes that appropriate accruals have been recorded. Final disposition of
these matters is not expected to have a material impact on the company's
financial condition or results of operations.
QUARTERLY RESULTS (Unaudited)
Quarterly results fluctuate due mainly to the seasonal nature of the gas
distribution business.
1995 Quarter ended
(Millions) Mar. 31 June 30 Sept. 30 Dec. 31
Operating revenues $569.4 $208.9 $117.5 $416.9
Operating income 47.1 22.7 12.3 39.9
Net income 36.7 15.1 4.0 29.7
1994 Quarter ended
Mar. 31 June 30 Sept. 30 Dec. 31
Operating revenues $743.2 $231.3 $129.2 $351.3
Operating income 55.3 21.4 14.2 38.3
Net income 45.8 12.9 4.9 29.5
Northern Illinois Gas Page 30
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART IV
Item 14.Exhibits, Financial Statement Schedule, and Reports on
Form 8-K
(a) 1)Financial Statements:
For the following information, see Part II, Item 8 on page 14.
Report of Independent Public Accountants
Consolidated Financial Statements:
As of December 31, 1995 and 1994 -
Balance Sheet
Statement of Capitalization
For the years ended December 31, 1995, 1994 and 1993 -
Statement of Income
Statement of Cash Flows
Statement of Retained Earnings
Notes to the Consolidated Financial Statements
2)Financial Statement Schedule:
Schedule
Number Page
Report of Independent Public Accountants 15
II Valuation and Qualifying Accounts 31
Schedules other than those listed are omitted because they are
either not required or not applicable.
3) Exhibits Filed:
See Exhibit Index on pages 34 through 36 filed herewith.
(b) The company did not file a report on Form 8-K during the fourth
quarter of 1995.
<TABLE>
Northern Illinois Gas Page 31
Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(Millions)
<CAPTION>
Column A Column B Column C Column D Column E
Additions
Balance at Charged to Charged Balance at
beginning costs and to Other end of
Description of period expenses accounts Deductions(a) period
1995
Allowance
for uncollectible
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
accounts receivable $ 4.4 $ 7.3 $ - $ 7.0 $ 4.7
1994
Allowance
for uncollectible
accounts receivable $ 5.5 $ 8.2 $ - $ 9.3 $ 4.4
1993
Allowance
for uncollectible
accounts receivable $ 6.1 $ 8.2 $ - $ 8.8 $ 5.5
<F1>
(a) Accounts receivable written off, net of recoveries.
</TABLE>
Northern Illinois Gas Page 32
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NORTHERN ILLINOIS GAS COMPANY
Date March 22, 1996 By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
THOMAS L. FISHER Chairman, President, Chief
Thomas L. Fisher Executive Officer and Director
DAVID L. CYRANOSKI Senior Vice President,
David L. Cyranoski Secretary and Controller and
Principal Financial Officer
ROBERT M. BEAVERS, JR.* Director
JOHN H. BIRDSALL, III* Director
W. H. CLARK* Director
JOHN E. JONES* Director March 22, 1996
DENNIS J. KELLER* Director
CHARLES S. LOCKE* Director
SIDNEY R. PETERSEN* Director
DANIEL R. TOLL* Director
PATRICIA A. WIER* Director
*By THOMAS D. GREENBERG
Thomas D. Greenberg (Attorney-in-fact)
Northern Illinois Gas Page 33
Supplemental Information
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act:
No annual report has been sent to security holders as Northern Illinois Gas
is a wholly owned subsidiary of NICOR Inc. The proxy statement, dated
January 26, 1996, provided to holders of all series of Northern Illinois Gas
First Mortgage Bonds for the purpose of voting on the adoption of certain
proposed amendments to the Indenture dated as of January 1, 1954, is
included herewith as Exhibit 99.01 but shall not be deemed to be "filed"
with the Commission for purposes of the Securities Exchange Act of 1934.
Northern Illinois Gas Page 34
Exhibit Index
Exhibit
Number Description of Document
3.01 * Articles of Incorporation of the company. (File
No. 1-7296, Form 10-K for 1980, Exhibit 3-01.)
3.02 * Amendment to Articles of Incorporation of the company. (File
No. 1-7296, Form 10-Q for June 1994,
Exhibit 3.01.)
3.03 * By-Laws of the company as amended by the company's Board of
Directors on May 3, 1995. (File No. 1-7296, Form 10-Q for March
1995, Exhibit 3(ii).01.)
4.01 Indenture of Commonwealth Edison Company to Continental Illinois
National Bank and Trust Company of Chicago, Trustee, dated as of
January 1, 1954.
4.02 Indenture of Adoption of the company to Continental Illinois
National Bank and Trust Company of Chicago, Trustee, dated
February 9, 1954.
4.03 * Supplemental Indenture, dated June 1, 1963, of the company to
Continental Illinois National Bank and Trust Company of Chicago,
Trustee, under Indenture dated as of January 1, 1954. (File
No. 2-21490, Form S-9, Exhibit 2-8.)
4.04 * Supplemental Indenture, dated May 1, 1966, of the company to
Continental Illinois National Bank and Trust Company of Chicago,
Trustee, under Indenture dated as of January 1, 1954. (File
No. 2-25292, Form S-9,
Exhibit 2-4.)
4.05 * Supplemental Indenture, dated June 1, 1971, of the company to
Continental Illinois National Bank and Trust Company of Chicago,
Trustee, under Indenture dated as of January 1, 1954. (File
No. 2-44647, Form S-7,
Exhibit 2-03.)
4.06 * Supplemental Indenture, dated April 30, 1976, between NICOR Inc.
and Continental Illinois National Bank and Trust Company of
Chicago, Trustee, under Indenture dated as of January 1, 1954.
(File No. 2-56578,
Form S-9, Exhibit 2-25.)
4.07 * Supplemental Indenture, dated April 30, 1976, of the company to
Continental Illinois National Bank and Trust Company of Chicago,
Trustee, under Indenture dated as of January 1, 1954. (File
No. 2-56578, Form S-9,
Exhibit 2-21.)
4.08 * Supplemental Indenture, dated July 1, 1989, of the company to
Continental Bank, National Association, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 8-K for June
1989, Exhibit 4-01.)
Northern Illinois Gas Page 35
Exhibit Index
Exhibit
Number Description of Document
4.09 * Supplemental Indenture, dated August 15, 1991, of the company to
Continental Bank, National Association, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 8-K for
August 1991, Exhibit 4-01.)
4.10 * Supplemental Indenture, dated July 15, 1992, of the company to
Continental Bank, National Association, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
June 1992, Exhibit 4-01.)
4.11 * Supplemental Indenture, dated February 1, 1993, of the company to
Continental Bank, National Association, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-K for
1992, Exhibit 4-17.)
4.12 * Supplemental Indenture, dated March 15, 1993, of the company to
Continental Bank, National Association, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
March 1993, Exhibit 4-01.)
4.13 * Supplemental Indenture, dated May 1, 1993, of the company to
Continental Bank, National Association, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
March 1993, Exhibit 4-02.)
4.14 * Supplemental Indenture, dated July 1, 1993, of the company to
Continental Bank, National Association, Trustee, under Indenture
dated as of January 1, 1954. (File No. 1-7296, Form 10-Q for
June 1993, Exhibit 4-01.)
4.15 * Supplemental Indenture, dated August 15, 1994, of the company to
Continental Bank, Trustee, under Indenture dated as of January 1,
1954. (File No. 1-7296, Form 10-Q for September 1994,
Exhibit 4.01.)
4.16 * Supplemental Indenture, dated October 15, 1995, of the company to
Bank of America Illinois, Trustee, under Indenture dated as of
January 1, 1954. (File No. 1-7296, Form 10-Q for September 1995,
Exhibit 4.01.)
Other debt instruments are omitted in accordance with Item
601(b)(4)(iii)(A) of Regulation S-K. Copies of such agreements
will be furnished to the Commission upon request.
12.01 Computation of Consolidated Ratio of Earnings to Fixed Charges.
23.01 Consent of Independent Public Accountants.
24.01 Powers of Attorney.
Northern Illinois Gas Page 36
Exhibit Index
Exhibit
Number Description of Document
27.01 Financial Data Schedule.
99.01 Proxy Solicitation Material, dated January 26, 1996 and March 11,
1996, for the purpose of voting on the adoption of certain
proposed amendments to the Indenture dated as of January 1, 1954.
* These exhibits have been previously filed with the Securities and Exchange
Commission as exhibits to registration statements or to other filings with
the Commission and are incorporated herein as exhibits by reference. The
file number and exhibit number of each such exhibit, where applicable, are
stated in parentheses in the description of such exhibit.
Under written request, the company will furnish free of charge a copy of
any exhibit. Requests should be sent to Investor Relations at the
corporate headquarters.
INDENTURE
COMMONWEALTH EDISON COMPANY
TO
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
TRUSTEE
DATED AS OF JANUARY 1, 1954
COMMONWEALTH EDISON COMPANY
INDENTURE DATED AS OF JANUARY 1, 1954
TABLE OF CONTENTS*
PAGE
Parties 1
Recitals:
Purposes of Indenture 1
Form of bond of 1979 Series issuable by
Commonwealth Edison Company 2
Form of assumption endorsement to appear on
bonds of 1979 Series 6
General form of coupon bond issuable by
Northern Illinois Gas Company. 7
General form of interest coupon 10
General form of registered bond without
coupons issuable by Northern
Illinois Gas Company 10
Form of Trustee's certificate of
authentication 13
Authorization of Indenture 13
Grant to Trustee 14
Legal descriptions of real estate granted to Trustee 14
Reservations to Commonwealth Edison Company 52
Descriptions of other property granted to Trustee 53
Property excepted from lien 55
Certain excepted property to cease to be
excepted upon default 59
Grant subject to certain liens 59
Trust on which grant to Trustee made 60
Condition on which grant to Trustee made 60
ARTICLE I
DEFINITIONS
General statement as to meaning of defined terms 60
Sec. 1.01.accountant 61
Sec. 1.02.accountant's certificate 61
Sec. 1.03.accountant, independent 61
Sec. 1.04.accountant's certificate, independent 61
Sec. 1.05.annual certificate 61
Sec. 1.06.appraiser, independent 61
*NOTE: The Table of Contents was not a part
of the Indenture in the form in
which it was executed.
ii
PAGE
Sec. 1.07.appraiser's certificate, independent 61
Sec. 1.08.authenticated and delivered 61
Sec. 1.09.Board of Directors 62
Sec. 1.10.bondable bond retirements 62
Sec. 1.11.bondholder; holder of bonds 62
Sec. 1.12.bonds 62
Sec. 1.13.Company 63
Sec. 1.14.cost; fair value 63
Sec. 1.15.counsel, opinion of 63
Sec. 1.16.current provisions for depreciation 63
Sec. 1.17.default 64
Sec. 1.18.default, completed 64
Sec. 1.19.engineer 64
Sec. 1.20.engineer's certificate 64
Sec. 1.21.engineer, independent 64
Sec. 1.22.engineer's certificate, independent 64
Sec. 1.23.Indenture 65
Sec. 1.24.interim certificate 65
Sec. 1.25.lien hereof; lien of this Indenture 65
Sec. 1.26.mortgage date of acquisition 65
Sec. 1.27.mortgaged property 66
Sec. 1.28.net earnings 66
Sec. 1.29.net earnings certificate 67
Sec. 1.30.net salvage 67
Sec. 1.31.newspaper, authorized 68
Sec. 1.32.office of the Trustee 68
Sec. 1.33.officers' certificate 68
Sec. 1.34.order of the Company; request of the Company 68
Sec. 1.35.outstanding 68
Sec. 1.36.permitted liens 69
Sec. 1.37.prior lien 70
Sec. 1.38.prior lien bonds 70
Sec. 1.39.property additions 70
Sec. 1.40.property additions, exclusions there from 70
Sec. 1.41.property additions, net 70
Sec. 1.42.property, gas utility 71
Sec. 1.43.property of the character of property
additions 71
Sec. 1.44.renewal fund payment 71
Sec. 1.45.renewal fund requirement 71
Sec. 1.46.resolution 71
Sec. 1.47.retired 71
Sec. 1.48.sinking fund 72
Sec. 1.49.Trustee 72
Sec. 1.50.trustee 72
Sec. 1.51.utilized under this Indenture 72
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PAGE
Sec. 1.52. year 72
Acceptance by Trustee of any certificate or
opinion to constitute evidence of acceptability
to or approval by Trustee of signer or signers 72
ARTICLE II
ADOPTION OF INDENTURE AND ASSUMPTION OF BONDS
OF 1979 SERIES BY GAS COMPANY
Sec. 2.01.Recital of agreement of Commonwealth Edison
Company to convey mortgaged property and certain
other properties to Northern Illinois Gas Company
and of agreement of Northern Illinois Gas
Company to adopt Indenture and to assume bonds of
1979 Series of Commonwealth Edison Company 73
Adoption of Indenture to be effected
by execution and delivery by Northern
Illinois Gas Company of indenture to Trustee 73
Assumption of bonds of 1979 Series to be
effected by execution by Northern Illinois
Gas Company of assumption endorsement 73
Redesignation of bonds of 1979 Series as bonds
of Northern Illinois Gas Company 74
Sec. 2.02.Trustee authorized to join with Northern
Illinois Gas Company in indenture of adoption
and to authenticate and deliver bonds of
1979 Series bearing new designation 74
Trustee to receive:
(a) officers' certificate as to compliance
with conditions precedent. 74
(b) opinion of counsel as to certain matters 74
(c) authenticated orders of Illinois Commerce
Commission referred to in opinion of counsel 75
Sec.2.03. Commonwealth Edison Company to be discharged
from all liability and obligation in respect
of Indenture and bonds of 1979 Series and
Northern Illinois Gas Company to become sole
mortgagor and obligor 75
ARTICLE III
ANNUAL AND INTERIM CERTIFICATES
Sec. 3.01. Covenant to file annual certificates with
Trustee 76
Contents of annual certificate:
(a) balance, if any, of net property additions
not previously utilized under Indenture at
end of year covered by most recent annual
certificate; sum of $9,000,000 to be stated
if no annual certificate previously filed 76
(b) with respect to property additions during
preceding year: (1) to (10), inclusive,
specifying certain matters to be covered
under (b) 76
iv
PAGE
(11) specification of certificates,etc.,
to accompany, under certain circumstances,
annual certificate with respect to (b):
(i) independent engineer's certificate 78
(ii) independent appraiser's certificate 78
(iii) independent accountant's certificate 78
(iv) opinion of counsel 78
(v) instruments of conveyance, assignment
or transfer 79
(c) with respect to current provisions for
depreciation for preceding year:
(1) to (5), inclusive, specifying matters
to be covered under (c) 79
(d) amount of renewal fund requirement,
if any,for preceding year 79
(e) aggregate amount of net property additions,
if any, utilized under Indenture during
preceding year 79
(f) amount, if any, necessary to be added to
net property additions to avoid negative
balance of net property additions not utilized
under Indenture at end of preceding year 80
(g) balance, if any, of net property additions
not utilized under Indenture at end of
preceding year 80
(h) balance, if any, of bondable bond
retirements not utilized under Indenture
at end of year covered by most recent annual
certificate 80
(i) with respect to bondable bond retirements,
if any, during preceding year:
(1) and (2) specifying matters to be covered
under (i) 80
(j) aggregate amount of bondable bond
retirements, if any, utilized under
Indenture during preceding year 80
(k) balance, if any, of bondable bond
retirements not utilized under Indenture at
end of preceding year 80
(l) with respect to amount of cash, if any,
to be deposited with Trustee at time of
filing of annual certificate:
(1) to (6), inclusive, specifying matters
to be covered under (1)
Opinion of counsel, officers' certificates and,
in certain circumstances, independent engineer's
certificate to be filed with annual certificate 81
Sec. 3.02. Contents of each interim certificate filed
with Trustee 81
(a) balance, if any, of net property additions
not previously utilized under Indenture at
end of year covered by most recent annual
certificate; sum of $9,000,000 to be stated if no
annual certificate previously filed 81
(b) aggregate amount of property additions,
if any, previously included in an interim
certificate but not in an annual certificate 82
(c) aggregate amount of current provisions for
depreciation, if any, previously deducted in an
interim certificate but not in an annual
certificate 82
V
PAGE
(d) with respect to property additions, if
any, not previously included in an annual
certificate or in an interim certificate, but
which Company elects to include in interim
certificate then being filed:
(1) to (8), inclusive, specifying certain
matters to be covered under (d) 82
(9) specification of certificates, etc., to
accompany, under certain circumstances,
interim certificate with respect to (d):
(i) independent engineer's certificate 83
(ii) independent appraiser's certificate 84
(iii) independent accountant's certificate 84
(iv) opinion of counsel 84
(v) instruments of conveyance, assignment
or transfer 84
(e) with respect to current provisions for
depreciation, not previously deducted in an
annual certificate or in an interim cer-
tificate, for period from end of year covered
by most recent annual certificate, if any,
filed with Trustee, or, if no such
annual certificate filed, from February 1,
1954, to date not earlier than latest mortgage
date of acquisition of any of property additions,
if any, included under (d) of Section 3.02:
(1) to (5), inclusive, specifying matters
to be covered under (e) 85
(f) aggregate amount of net property additions,
if any, previously utilized under Indenture
on basis of interim certificates but not
included as net property additions utilized under
Indenture in an annual certificate 85
(g) aggregate amount of net property additions
which may be utilized under Indenture 85
(h) with respect to net property additions
which are being utilized under Indenture on
basis of interim certificate then being filed:
(1) to (6), inclusive, specifying matters
to be covered under (h) 85
(i) balance, if any, of bondable bond
retirements not utilized under Indenture at
end of year covered by most recent annual
certificate 86
(j) aggregate amount of bondable bond
retirements, if any, previously included in
an interim certificate but not in an annual
certificate 86
(k) with respect to bondable bond retirements,
if any, not previously included in an annual
certificate or in an interim certificate, but
which Company elects to include in interim cer-
tificate then being filed:
(1), (2) and (3) specifying matters to be
covered under (k) 86
(1) aggregate amount of bondable bond
retirements, if any, previously utilized
under Indenture on basis of interim
certificates but not included as bondable
bond retirements utilized under Indenturen
an annual certificate 87
vi
PAGE
(m) aggregate amount of bondable bond
retirements which may be utilized under
Indenture 87
(n) with respect to bondable bond retirements
which are being utilized under Indenture on
basis of interim certificate then being filed:
(1) to (6), inclusive, specifying matters to
be covered under (n) 87
(o) with respect to current provisions for
depreciation for period from end of year
covered by most recent annual certificate, if
any, or, if no such certificate theretofore
filed, from February 1, 1954, to date within
sixty days of date of interim certificate
then being filed:
(1) to (6), inclusive, specifying matters to
be covered under (o) 88
(p) no defaults and compliance with conditions
precedent 89
Opinion of counsel to be filed with each interim
certificate re compliance with conditions
precedent 89
Net property additions or bondable bond
retirements may in certain circumstances be
utilized for complete elimination of cash
otherwise required to be deposited with Trustee 89
ARTICLE IV
DESIGNATION, FORM, EXECUTION, REGISTRATION AND EXCHANGE OF BONDS
Sec. 4.01.Issue in series 89
General designation of bonds issuable
by Northern Illinois Gas Company 90
Change in designation 90
Characteristics with respect to which
bonds of different series to be identical 90
Date of bonds 90
Sec. 4.02.Designation, terms and provisions of bonds
of each series, to extent not set forth in
Indenture, to be set forth in a supplemental
indenture 91
Authorized terms, provisions and
characteristics of bonds of several series 91
Sec. 4.03.Bonds, interest coupons and Trustee's
certificate to be substantially in forms set
forth in recitals in Indenture 92
Bonds may be engraved, lithographed or printed 92
Legends upon bonds 93
Sec. 4.04.Denominations of definitive coupon bonds
and registered bonds 93
Sec. 4.05.Execution of bonds and coupons 93
Sec. 4.06.Maintenance of offices or agencies and
keeping of books for registration, transfer
and exchange of bonds 94
Sec. 4.07.Registration of coupon bonds as to principal 94
Sec. 4.08.Transfer of registered bonds 94
Sec. 4.09.Exchange of coupon bonds as between
denominations 95
vii
PAGE
Exchange of coupon bonds for registered bonds 95
Exchange of registered bonds as between
denominations 95
Exchange of registered bonds for coupon bonds 95
Sec. 4.10.Temporary bonds 95
Sec. 4.11.Conditions with respect to exchanges of bonds 97
Sec. 4.12.Lost, destroyed or mutilated bonds 97
Sec. 4.13.Persons deemed owners of bonds and coupons 98
Sec. 4.14.Authentication of bonds 98
Sec. 4.15.Conditions with respect to previously
authenticated bonds delivered by Company
to Trustee 99
Sec. 4.16.Disposition of bonds delivered to Trustee 99
ARTICLE V
BONDS OF 1979 SERIES
Sec. 5.01.Designations of bonds of 1979 Series 99
Bonds of 1979 Series outstanding not to exceed
$60,000,000 principal amount 99
Sec. 5.02.Bonds of 1979 Series issuable by
Commonwealth Edison Company to be registered
bonds without coupons 100
Bonds of 1979 Series issuable by Northern
Illinois Gas Company to be coupon bonds
registrable as to principal and registered bonds
without coupons 100
Sec. 5.03.Denominations and numbering of bonds of
1979 Series 100
Date, maturity date, interest rate and interest
payment dates of bonds of 1979 Series 100
Medium of payment of principal of and interest
on bonds of 1979 Series 100
Places of payment of principal and interest and
for registration, transfer and exchange of bonds
of 1979 Series 100
Sec. 5.04. Redemption of bonds of 1979 Series 101
Sec. 5.05. Sinking fund for bonds of 1979 Series 101
I. Time and amount of sinking fund payments to be
made by Company 101
Sinking fund payments subject to reduction by
amount equal to principal amount of bonds of
1979 Series reacquired by Company and delivered
to Trustee for cancellation 101
Trustee to receive within period for each sinking
fund payment:
(a) officers' certificate as to certain matters 102
(b) uncancelled bonds of 1979 Series, if any 102
(c) cash, if any, specified in officers'
certificate 102
II. Application by Trustee of sinking fund cash
toward redemption of bonds of 1979 Series by
payment of applicable sinking fund redemption
price set forth in Section 5.04 102
(a) Company may direct Trustee to apply specified
amount of sinking fund cash toward redemption of
bonds of 1979 Series. 103
viii
PAGE
(b) Sinking fund cash in excess of specified
amount on deposit with Trustee to be applied by
Trustee toward redemption of bonds of 1979 Series
under specified circumstances 103
(c) If sinking fund cash on deposit with
Trustee is less than specified amount, Company
may direct Trustee to apply specified amount of
such cash toward redemption of bonds of 1979
Series under specified circumstances 103
Covenant of Company to deposit, in case of
each redemption pursuant to Division II, cash
equal to premium and accrued interest on bonds
of 1979 Series to be redeemed 103
Sinking fund cash to be applied toward
redemption of bonds of 1979 Series pursuant
to Division II may, and in case of (b) above
shall, be deemed to include, to extent specified,
cash received by Trustee from sale of government
obligations 103
Amount of sinking fund cash expended by Trustee
in purchase of government obligations to be
included in determination of amount of sinking
fund cash on deposit with Trustee for purposes
of (b) and (c) above 104
III. Sinking fund cash on deposit with Trustee
may be paid to Company in amount equal to
principal amount of bonds of 1979 Series
reacquired by Company and certified to
Trustee as basis for such withdrawal 104
Trustee to receive:
(a) request of Company for such payment 104
(b) officers' certificate as to certain matters 104
(c) uncancelled bonds of 1979 Series, if any 105
(d) opinion of counsel as to compliance with
conditions precedent. 105
IV. Principal amounts of bonds of 1979 Series
to be certified to Trustee, and amounts of
sinking fund cash to be applied toward redemption
of bonds of 1979 Series, only in multiples of
$1,000. 105
V. On retirement of all bonds of 1979 Series,
sinking fund cash on deposit with Trustee to
be paid to Company on request therefor 105
ARTICLE Vl
ISSUANCE OF BONDS
Sec. 6.01. Aggregate principal amount of bonds
issuable under Indenture not limited 105
Power of Board of Directors to fix terms of
sale of bonds not limited 106
Trustee not to authenticate bonds if Company
in default 106
Sec. 6.02 Not exceeding $60,000,000 principal
amount of bonds of 1979 Series may be executed
by Commonwealth Edison Company and authenticated
and delivered by Trustee 106
ix
PAGE
Trustee to receive:
(a) request of Commonwealth Edison Company for
authentication 106
(b) officers' certificate as to compliance with
conditions precedent. 106
(c) opinion of counsel as to certain matters 106
(d) authenticated orders of Illinois Commerce
Commission referred to in opinion of counsel 106
Sec. 6.03.Exchange of bonds of 1979 Series
issued by Commonwealth Edison Company for bonds
designated as bonds of Northern Illinois Gas
Company 107
Sec. 6.04.Trustee to receive upon application
for authentication of bonds:
(a) resolution of Board of Directors 107
(b) officers' certificate, in certain cases,
with respect to certain matters 108
(c) opinion of counsel with respect to
certain matters 108
(d) authenticated orders, if any, of governmental
authorities 108
(e) supplemental indenture in case bonds
constitute initial issue of particular series 108
Sec. 6.05.Bonds other than bonds of 1979 Series
issuable in principal amount equal to 66 2/3%
of amount of net property additions not pre-
viously utilized under Indenture 108
Trustee to receive:
(a) instruments and documents specified in
Section 6.04 109
(b) interim certificate, to be accompanied by
certain certificates, etc., as required under
particular circumstances 109
(c) net earnings certificate, to be signed by
independent accountant under certain
circumstances 109
Sec. 6.06. Bonds other than bonds of 1979 Series
issuable in principal amount equal to amount of
deposited cash 109
Trustee to receive:
(a) instruments and documents specified in
Section 6.04 109
(b) cash 109
(c) net earnings certificate, to be signed
by independent accountant under certain
circumstances 109
Cash deposited under Section 6.06 to be
held and applied under Section 11.02 110
Sec. 6.07. Bonds other than bonds of 1979
Series issuable in principal amount equal to
amount of bondable bond retirements not previously
utilized under Indenture 110
Trustee to receive:
(a) instruments and documents specified
in Section 6.04 110
(b) interim certificate, together with bonds,
if any to be surrendered, and cash, if any to
be deposited 110
x
PAGE
(c) net earnings certificate in certain cases,
to be signed by independent accountant under
certain circumstances 110
ARTICLE VII
REDEMPTION OF BONDS
Sec. 7.01.Redemptions of bonds to be effected in
manner set forth in Section 7.01 in absence of
different provisions in any agreement of
bondholders or supplemental indenture 111
Manner of effecting redemption 111
Sec. 7.02.Bonds called for redemption to become
due and payable on redemption date, first
publication of notice having been made 113
Effect upon rights of bondholders of
completion of notice of redemption and deposit
of redemption funds with Trustee 113
Payment of bonds redeemed 114
Issuance of fully registered bonds in lieu of
unredeemed portions of fully registered bonds 114
Upon first publication of redemption notice
Company's direction to Trustee to apply cash
on deposit toward redemption deemed irrevocable 114
Sec. 7.03.Manner of effecting redemption when
made pursuant to agreement of bondholders 114
ARTICLE VIII
RENEWAL FUND
Sec. 8.01. Covenant with respect to renewal
fund requirement 115
Determination of renewal fund payment
and manner and date of making of such payment
in each year 115
Cash deposited with Trustee under renewal fund
requirement to be held and applied under
Section 11.03 115
Sec. 8.02. Renewal fund requirement subject to
reduction by amount equal to amount of net
property additions or bondable bond retirements
not previously utilized under Indenture 115
Trustee to receive:
(a) request of Company for such reduction 115
(b) interim certificate, to be accompanied by
certain certificates, etc., bonds and cash,
as required under particular circumstances 116
xi
PAGE
ARTICLE IX
PARTICULAR COVENANTS OF COMPANY
Sec. 9.01.Covenant to pay principal, interest and
premium, if any, on bonds outstanding 116
Covenant not to issue bonds except in
accordance with Indenture and to perform all
conditions and covenants of Indenture and of
bonds 116
Sec. 9.02.Covenant to maintain offices or
agencies for specified purposes 116
Sec. 9.03.Covenant as to seisin and title,
warranty, etc 116
Sec. 9.04.Covenant to give further assurances,
etc 117
Sec. 9.05.Covenant to transfer into name of
Company real estate in name of nominee upon
which property of character of property addi-
tions has been installed 117
Covenant to transfer to Trustee real
estate excepted from lien upon installation
thereon of property of character of property
additions 117
Sec. 9.06.Covenant re recording and filing; and
covenant to furnish opinions of counsel with
respect thereto 117
Sec. 9.07.Covenant to maintain corporate existence
of Company and its right to carry on business 118
Sec. 9.08.Covenant to maintain, preserve and
repair mortgaged property 118
Covenant as to periodic filing with Trustee of
independent engineer's certificates re adequacy
of maintenance 118
Sec. 9.09. Covenant to pay taxes and assessments 119
Covenant to protect mortgaged property against
mechanics' and other liens 119
Covenant to file annually with Trustee officers'
certificate re payment of taxes and assessments 119
Sec. 9.10. Covenant with respect to insurance
of mortgaged property against certain risks;
Company may maintain own plan of protection,
subject to certain conditions 120
Trustee to receive in latter event:
(1) officers' certificate as to certain matters 120
(2) independent engineer's certificate as to
certain matters 120
Insurance proceeds aggregating more than $10,000
in the case of any one loss to be payable to
Trustee 120
Officers' certificate regarding compliance with
insurance covenantto be filed with Trustee
annually and at request of Trustee 120
Trustee may require policies of insurance to be
submitted to it annually for inspection 121
Insurance proceeds received by Trustee to be
held and applied under Section 11.03 121
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PAGE
Sec. 9.11. Covenant to permit bondholders to make
advances to perform covenants under Sections
9.09 and 9.10 in event of failure of Company
so to do 121
Sec. 9.12.In case mortgage date of acquisition
of any property addition is before actual date
of acquisition or, in the case of property subject
to prior liens, before actual date of discharge
of last prior lien, covenant to file and deposit
with Trustee, under certain circumstances,
officers' certificate as to certain matters and
cash equal to proceeds of property disposed of
during period from such mortgage date of
acquisition to such actual date of acquisition
or actual date of discharge 121
Cash required to be deposited with Trustee under
Section 9.12 subject to reduction by amount
equal to amount of net property additions or
bondable bond retirements not previously utilized
under Indenture 122
Trustee to receive:
(a) request of Company for such reduction 122
(b) interim certificate, to be accompanied by
certain certificates, etc., bonds and cash,
as required under particular circumstances 122
Cash deposited with Trustee under Section
9.12 to be held and applied under Section
11.03 122
Sec. 9.13. Covenant to deposit with Trustee,
at time of filing of each annual certificate,
cash in amount equal to any negative balance
requirement stated in such certificate 122
Such cash subject to reduction by amount equal
to amount of net property additions or bondable
bond retirements not previously utilized under
Indenture 122
Trustee to receive:
(a) request of Company for such reduction 123
(b) interim certificate, to be accompanied by
certain certificates, etc., bonds and cash,
as required under particular circumstances 123
Cash deposited with Trustee under Section 9.13
to be held and applied under Section 11.03 123
Sec. 9.14. Covenant not to acquire property
subject to prior lien or to transfer all
property to another corporation, property of
which is subject to lien of certain nature,
except under specified conditions 123
Prior to any such acquisition or transfer
Trustee to receive:
(1) officers' certificate as to certain matters 124
(2) independent engineer's certificate as to
certain matters 124
(3) independent accountant's certificate as
to certain matters 124
(4) opinion of counsel as to certain matters 124
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Sec. 9.15. Covenant to pay principal of and
interest and premium, if any, on prior lien
bonds; not to issue additional prior lien
bonds under prior liens; to deposit with Trustee
cash and securities received as consideration for
property released from a prior lien to extent
not deposited with prior lien trustee; to procure
discharge of any prior lien upon retirement of all
prior lien bonds and thereupon to deposit with
Trustee cash and securities on deposit under such
prior lien to extent not required to be deposited
under another prior lien 124
Cash deposited with Trustee under Section 9.15
subject to reduction by amount equal to amount of
net property additions or bondable bond retirements
not previously utilized under Indenture 125
Trustee to receive:
(a) request of Company for such reduction 125
(b) interim certificate, to be accompanied by
certain certificates, etc., bonds and cash,
as required under particular circumstances 125
Cash deposited with Trustee under Section 9.15
to be held and applied under Section 11.03, and
securities deposited with Trustee under Section
9.15 to be dealt with and disposed of under
Section 12.01 125
Sec. 9.16. Covenant to permit Trustee to
examine mortgaged property and books and
records 126
Sec. 9.17. Covenant to file with Trustee and
Securities and Exchange Commission certain
information and reports; to transmit summaries
of certain documents and reports to bondholders;
and to furnish Trustee with names and addresses of
bondholders 126
Sec. 9.18. Covenant to cause any paying agent,
other than Trustee, to deliver to Trustee
agreement to hold funds in trust for benefit of
bondholders and to notify Trustee of failure of
Company to make payments 127
In case Company acts as its own paying agent,
covenant to set aside and hold in trust for
benefit of bondholders sum sufficient to
pay principal, interest and premium, if any 127
In order to obtain discharge of Indenture,
Company may pay or cause to be paid to Trustee
funds held by Company or any paying agent 127
ARTICLE X
POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY
Sec. 10.01. Right of Company to possession
until occurrence of a completed default 127
Sec. 10.02. Without release by Trustee, Company may:
(a) sell or otherwise dispose of machinery,
equipment, etc., which is inadequate, obsolete,
unnecessary or not advantageous to retain for
use in gas Utility business 128
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(b) cancel, make changes in or substitutions
of leases, easements, etc., and enter into
and make changes in agreements affecting
mortgaged property, unless use of gas utility
property by Company thereby materially
interfered with 128
(c) abandon any of mortgaged property,
subject to certain opinion of Board of
Directors with respect to effect of such
abandonment 128
(d) assent to or procure modification
of or surrender any franchise, license, etc.,
subject to certain conditions 128
(e) assent to or procure modification
of or surrender any franchise, license, etc.,
subject to certain opinion of Board of
Directors with respect thereto 129
(f) alter, repair, replace, change
location of or add to facilities,
equipment, etc., subject to certain conditions 129
(g) grant easements, licenses, etc., over or
upon mortgaged property for certain purposes,
subject to certain conditions 129
(h) dedicate portions of mortgaged property
for public highways, subject to certain
conditions 129
Cash received by Company as proceeds of
property of character of property additions
not subject to prior lien disposed of under
Section 10.02 without deposit of proceeds with
Trustee to be included in net salvage 129
Sec. 10.03. Release by Trustee of portions of
mortgaged property 130
Trustee to receive:
(a) resolution requesting such release 130
(b) officers' certificate as to certain matters 130
(c) independent appraiser's certificate if
securities involved in consideration for release 130
(d) independent engineer's certificate if
property, other than securities, involved in
consideration for release 131
(e) if consideration relates both to property
to be released and property excepted from lien of
Indenture, independent engineer's certificate as
to fair value of such excepted property 131
(f)engineer's certificate as to fair value of
property to be released 131
(g) independent engineer's certificate, under
certain circumstances, as to fair value of
property to be released 131
(h) cash equal to fair value of property to be
released 131
(i) opinion of counsel as to compliance with
conditions precedent 131
Cash deposited with Trustee under Section
10.03 to be held and applied under Section
11.03 132
Sec. 10.04. Cash deposited under Section 10.03
subject to reduction by any one or more of following:
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PAGE
(a) principal amount of purchase money
obligations deposited with Trustee, subject to
certain limitations 132
(b) principal amount of prior lien bonds
assumed by purchaser of property released,
subject to certain limitations 132
(c) amount equal to amount of net property
additions or bondable bond retirements not
previously utilized under Indenture 132
Trustee to receive:
(1) request of Company for such reduction 133
(2) in case of reduction under (a)
above, opinion of counsel and officers'
certificate as to certain matters 133
(3) in case of reduction under (b)
above, officers' certificate and opinion of
counsel as to certain matters 133
(4) in case of reduction under (c)
above, interim certificate, to be accompanied
by certain certificates, etc., bonds and cash,
as required under particular circumstances 134
(5) in case of reduction otherwise than under
(c) above, officers' certificate as to certain
matters 134
(6) in case of reduction otherwise than under
(c) above, opinion of counsel as to compliance
with conditions precedent 134
(7) purchase money obligations, if any, referred
to under (a) above 134
Purchase money obligations deposited
with Trustee under Section 10.04 to be dealt
with and disposed of under Section 12.01. 134
Sec. 10.05.Release by Trustee of mortgaged
property subject to and to be released from
prior lien 134
Trustee to receive:
(a) resolution requesting such release 134
(b) officers' certificate as to certain matters 135
(c) opinion of counsel as to compliance with
conditions precedent 135
(d) certificate of trustee under prior lien
with respect to release of property from
such lien 135
(e) engineer's certificate as to fair value of
property to be released 135
(f) independent engineer's certificate, under
certain circumstances, as to fair value of
property to be released 135
Sec. 10.06. Delivery by Trustee, for purposes
of record, of instruments releasing property
excepted from lien 135
Trustee to receive:
(a) resolution requesting such release 135
(b) officers' certificate as to certain matters 136
(c) opinion of counsel as to certain matters 136
Sec. 10.07. Release by Trustee of mortgaged
property taken by eminent domain or by exercise
of right of municipal purchase 136
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Trustee to receive:
(a) opinion of counsel as to certain matters 136
(b) cash in amount equal to consideration for
property taken or purchased 136
Cash deposited with Trustee under Section 10.07,
subject to reduction by amount equal to amount of
net property additions or bondable bond
retirements not previously utilized under
Indenture 136
Trustee to receive:
(a) request of Company for such reduction 137
(b) interim certificate, to be accompanied by
certain certificates, etc., bonds and cash,
as required under particular circumstances 137
Cash deposited with Trustee under Section 10.07
to be held and applied under Section 11.03 137
Sec. 10.08.Receiver or trustee in possession
may, with approval of Trustee, exercise powers
of Company under Article X; and Trustee, if in
possession, may exercise such powers 137
Sec. 10.09.Trustee not required to, but may, in
its discretion, release mortgaged property when
Company in default 137
Sec. 10.10.Purchaser in good faith of released
mortgaged property not bound to ascertain
authority of Trustee to execute release 138
ARTICLE XI
APPLICATION OF CASH RECEIVED BY THE TRUSTEE
Sec. 11.01.All cash deposited with Trustee under
provisions of Indenture to be held and applied
under provisions of Article XI 138
Sec. 11.02. Cash deposited with Trustee under
Section 6.06 as basis for issuance of bonds shall be:
(a) paid over by Trustee in amount equal to 66 2/3%
of amount of net property additions not previously
utilized under Indenture or in amount equal to amount
of bondable bond retirements not previously utilized
under Indenture 138
Trustee to receive:
(1) request of Company for such payment 138
(2) interim certificate, to be accompanied by
certain certificates, etc., bonds and cash, as
required under particular circumstances; or 138
(b) applied to purchase or redemption
of bonds as provided in Section 11.04 139
Sec. 11.03. Cash deposited with Trustee under
Sections 8.01, 9.10, 9.12, 9.13, 9.15, 10.03,
10.07 and 12.04, and cash (other than cash re-
ceived as income) referred to in Section 12.03,
shall be:
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(a) paid over in amount equal to amount of
net property additions or bondable bond
retirements not previously utilized under
Indenture 139
Trustee to receive:
(1) request of Company for such payment 139
(2) interim certificate, to be accompanied by
certain certificates, etc., bonds and cash, as
required under particular circumstances; or 139
(b) in the case of proceeds of insurance
deposited with Trustee under Section 9.10,
paid over in amount equal to maintenance
expenditures made in repair or replacement of
property damaged or destroyed, but not in excess
of fair value of property acquired or
constructed in repair or replacement
of property damaged or destroyed 139
Trustee to receive:
(1) request of Company for such payment 139
(2) officers' certificate as to certain matters 139
(3) engineer's certificate as to fair value of
property acquired or constructed in repair or
replacement of property damaged or destroyed 140
(4) opinion of counsel as to compliance with
conditions precedent; or 140
(c) applied to purchase or redemption of bonds
under Section 11.04 140
Sec. 11.04. Cash deposited with Trustee and
not paid over pursuant to Section 11.02 or
11.03 shall, on direction of Company accompanied
by resolution and officers' certificate as to
no default, be used by Trustee for purchase or
redemption of bonds 140
Cash in excess of $50,000 on deposit with
Trustee for five years and as to which no
direction shall have been received, shall be
used for purchase or redemption of bonds 140
Limitations on price at which bonds may be
purchased by Trustee 140
Trustee may purchase from Company outstanding
bonds tendered by Company, and accompanied by
officers' certificate as to certain matters,
at not in excess of cost of such bonds to
Company 141
Direction to Trustee to, or requirement that
Trustee, redeem bonds out of cash on deposit
constitutes irrevocable direction to Trustee
to apply required cash to such redemption 141
Unless all bonds of particular series have
been purchased or redeemed, cash deposited
with Trustee for purchase or redemption
of such bonds may not be used otherwise than
for such purchase or redemption 141
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PAGE
Sec. 11.05.Cash on deposit with Trustee and not
required for other purposes shall on request
of Company be invested in United States
Government obligations 141
Trustee to pay interest to Company on request
accompanied by officers' certificate as to no
defaults 142
Government obligations shall be sold at
request of Company or when Trustee deems
sale advisable 142
If net proceeds of sale are less than amount
expended for such obligations, Company shall pay
deficiency to Trustee 142
If net proceeds of sale exceed amount expended
for such obligations, Trustee shall pay excess to
Company on request accompanied by officers'
certificate as to no defaults 142
For purposes of Section 11.05 payment of
government obligations shall be treated as
sale and acquisition of government obligations
in exchange for other government obligations
shall be treated as purchase at amount expended in
purchase of obligations surrendered 142
Company to accept government obligations held
by Trustee pursuant to Section 11.05 in lieu of
cash 142
Sec. 11.06.Receiver or trustee in possession
may, with approval of Trustee, exercise powers
of Company under Article XI; and Trustee, if in
possession, may exercise such powers 143
Sec. 11.07.Trustee not required to, but may, in
its discretion, pay over cash on deposit with
Trustee when Company in default 143
ARTICLE XII
CONCERNING SECURITIES DEPOSITED WITH THE TRUSTEE
Sec. 12.01.All securities deposited with Trustee
under Section 9.15, all purchase money obligations
deposited with Trustee under Section 10.04, and
all other securities deposited with Trustee under
provisions of Indenture, other than government
obligations, to be held and disposed of under
provisions of Article XII 143
Sec. 12.02. General powers of Trustee with
respect to deposited securities 144
Trustee, in certain cases, to receive officers'
certificate as to no default and independent
appraiser's certificate as to fair value of
securities 144
Right of Company to vote deposited shares of
stock 145
Powers of Trustee with respect to defaulted
deposited securities. 145
Sec. 12.03. Prior to default, Trustee to pay
over cash income in respect of deposited
securities upon order of Company but only upon
receipt, if requested, of officers' certificate
as to no default 145
Cash received by Trustee in respect of
deposited securities, otherwise than as income,
to be held and applied under Section 11.03 146
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PAGE
Sec. 12.04.Release from lien and delivery by
Trustee of securities held under Section 12.01,
including all but not less than all of any purchase
money obligations secured by a particular lien 146
Trustee to receive:
(a) resolution requesting such release 146
(b) officers' certificate as to certain matters 146
(c) independent appraiser's certificate as to
fair value of securities to be released 146
(d) opinion of counsel as to compliance with
conditions precedent 146
(e) cash equal to fair value of securities to
be released 146
Release from lien and delivery by Trustee of
all but not less than all purchase money obligations
secured by a particular lien 146
Trustee to receive:
(a) resolution requesting such release 147
(b) officers' certificate as to certain matters 147
(c) opinion of counsel as to compliance with
conditions precedent 147
(d) cash equal to principal amount of such
purchase money obligations 147
Cash deposited with Trustee under Section
12.04 subject to reduction by amount equal
to amount of net property additions or bondable
bond retirements not previously utilized under
Indenture 147
Trustee to receive:
(a) request of Company for such reduction 147
(b) interim certificate, to be accompanied
by certain certificates, etc., bonds and cash,
as required under particular circumstances 147
Cash received by Trustee under Section 12.04
to be held and applied under Section 11.03 147
Sec. 12.05.Receiver or trustee in possession
may, with approval of Trustee, exercise powers
of Company under Article XII; and Trustee,
if in possession, may exercise such powers 147
Sec. 12.06.Trustee not required to, but may, in
discretion of Trustee, deliver released
securities when Company in default 148
ARTICLE XIII
REMEDIES OF TRUSTEE AND BONDHOLDERS UPON DEFAULT
Sec. 13.01. Coupons transferred or pledged
separately from bonds, and extended coupons,
entitled to benefit of Indenture only after
prior payment of all bonds and coupons not
transferred, pledged or extended 148
Sec. 13.02. Completed defaults enumerated 149
Trustee or holders of not less than 25% of
bonds may declare bonds due and payable
if completed default occurs 150
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PAGE
Sec. 13.03.Trustee may enter and operate
mortgaged property upon completed default;
application of income; restoration of
possession 150
Sec. 13.0 4.Power of sale of Trustee upon
completed default 152
Sec. 13.05.Trustee may enforce rights and
foreclose Indenture upon completed default 152
Sec. 13.06.Judicial sale of mortgaged property;
appointment of receiver 152
Sec. 13.07.Sale of mortgaged property as an
entirety or in several parcels. 152
Sec. 13.08.Notice of sale 153
Sec. 13.09.Adjournment of sale 153
Sec. 13.10.Receipt of Trustee for purchase money
sufficient discharge to purchaser at sale 153
Sec. 13.11.Use of bonds in payment of purchase
price 154
Sec. 13.12.Trustee to execute and deliver deed to
purchaser 154
Sec. 13.13.Entire title and interest of Company
divested by sale 155
Sec. 13.14.Application of proceeds of sale 155
Sec. 13.15.Principal of bonds to become due in
case of sale 156
Sec. 13.16.Covenant to pay principal and interest
to Trustee in case of default 156
Right of Trustee to enforce payment and recover
judgment 156
Application of moneys collected by Trustee 157
Sec. 13.17.Trustee empowered to institute suits
to prevent impairment of lien 157
Sec. 13.18.Waiver of stay, extension, valuation,
appraisement and redemption laws 157
Sec. 13.19.Company may surrender possession of
mortgaged property to Trustee; voluntary
receivership; application of income 158
Sec. 13.20.Exercise of remedies by bondholders;
conditions precedent 159
Court may assess costs against parties seeking
to enforce rights in certain cases 160
Sec. 13.21.Waiver of default; rescission of
acceleration of maturity; restoration of parties
to former position; delay or omission not a waiver;
remedies cumulative 160
Sec. 13.22.Right of Trustee to file proof of
debt, claim, etc., on behalf of bondholders;
Trustee appointed attorney-in-fact of bond-
holders for such purpose 161
Trustee may act without possession of
bonds or coupons 162
Sec. 13.23. Rights, remedies and powers under
Article XIII subject to applicable laws, etc 162
ARTICLE XIV
BONDHOLDERS' ACTS AND HOLDINGS
Sec. 14.01. Execution of instruments by
bondholders 162
Proof of execution 163
Proof of ownership of bonds 163
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PAGE
Sec. 14.02.Request or consent of present
bondholders to bind future holders of bonds 163
ARTICLE XV
IMMUNITY OF OFFICERS, STOCKHOLDERS AND DIRECTORS
Sec. 15.01.Incorporators, stockholders, officers
and directors of Company not personally liable 163
ARTICLE XVI
CONSOLIDATIONS, MERGERS AND SALES
Sec. 16.01. Subject to certain conditions,
Company may consolidate with, merge into, or
sell or lease all or substantially all of
mortgaged property to, another corporation 164
Sec. 16.02. Successor corporation (other
than a lessee of all or substantially all of
mortgaged property) under Section 16.01 to
succeed to rights of Company under Indenture,
subject to certain conditions 165
Company to furnish Trustee with opinion of
counsel as to compliance with stated conditions 166
Sec. 16.03. Extent to which property of
successor corporation to become subject to
lien of Indenture 167
ARTICLE XVII
THE TRUSTEE
Sec. 17.01. Conditions of Trustee's acceptance
of trust 167
(a) Compensation of Trustee; expenses;
lien; indemnity by Company 167
(b) May act through agents or attorneys 168
(c) Not responsible for recitals inIndenture
or bonds, validity or sufficiency of Indenture or
bonds, title, security or value of mortgaged
property; not accountable for use by Company
of bonds or proceeds thereof 168
(d) No obligation to act at request of
bondholders without security or indemnity,
subject to Section 17.02 168
(e) May rely on opinions of counsel to
extent permitted by Section 17.02 168
(f) Adoption and effectiveness of
resolutions may be evidenced by certificate
of Secretary or Assistant Secretary 168
(g) Action taken at request of bondholders
binding on future bondholders 169
(h) Not liable for debts or damages incurred
in case of entry upon and operation of mortgaged
property 169
(i) May rely on resolutions,certificates,
statements, etc., to extent permitted by
Section 17.02 169
(j) Cash received by Trustee constitutes trust
funds but need not be segregated 169
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PAGE
Trustee not liable, in absence of agreement
with Company, for interest on cash received by
Trustee under Indenture. While any such agreement
is in effect, Trustee shall pay such interest on
request of Company and receipt of officers'
certificate as to no defaults 169
Sec. 17.02.Trustee not relieved from liability
for negligent or wilful misconduct 169
Prior to completed default, Trustee liable
only for performance of duties specified in
Indenture, and may rely on certificates
and opinions furnished it pursuant to
Indenture 169
Trustee not liable for error of judgment
made in good faith by responsible officer
unless negligent in ascertaining facts 170
Trustee not liable for action taken or
omitted in good faith when directed by holders
of majority of bonds 170
After completed default, Trustee to use same
degree of care and skill as prudent man 170
Trustee may, and if requested by holders of
majority of bonds shall, make further
investigation of matters stated in certificates
or opinions; conditions precedent 170
Right to examine books, records and premises
of Company at expense of Company 171
Sec. 17.03.Trustee to notify bondholders of
defaults; withholding of notice 171
No notice of default required if
default has been cured 171
Sec. 17.04.Trustee to eliminate any conflicting
interest or resign 171
Certain interests deemed to be conflicting 172
Definitions of "security," "obligation
in default," "owner or holder," "underwriter,"
and "person" for purposes of Section 17.04 174
Method of calculation of percentages of
securities for purposes of Section 17.04 175
Sec. 17.05.Resignation of Trustee upon its
ceasing to be bank or trust company in good
standing with combined capital and surplus of not
less than $5,000,000; procedure upon failure of
Trustee to eliminate conflicting interest or
to resign 176
Sec. 17.06. Resignation of Trustee; notice 177
Removal of Trustee; appointment of successor
Trustee; qualifications of successor Trustee 177
Sec. 17.07. Execution of instruments by
successor and retiring Trustee and by Company;
vesting of mortgaged property in successor
Trustee; notice 178
Sec. 17.08.Merger or consolidation of Trustee;
authentication of bonds by successor Trustee 179
Sec. 17.09.(a) Trustee, if creditor of Company,
to set apart and hold in special account
amounts realized on certain claims against
Company within four months prior to default or
subsequent to default 179
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PAGE
(b) Right of Trustee to retain for own account
certain amounts realized on claims against
Company 180
(c) Apportionment of funds and property held
in special account 181
(d) Effect of resignation or removal of Trustee 182
(e)Definitions of "default" and "indenture
security holders" 182
(f)Trustee not required to account if creditor
relationship arises from certain transactions;
definitions of "security," "cash transaction"
and "self-liquidating paper" 152
Sec. 17.10. (a) Trustee to transmit to
bondholders annual report as to:
(1) eligibility and qualification of Trustee 184
(2) advances, remaining unpaid, made as Trustee 184
(3) indebtedness owed by Company to Trustee in
individual capacity and property held as
collateral security therefor 184
(4) property and funds in possess/on of Trustee 184
(5) release or substitution of mortgaged property
not previously reported 184
(6) any additional issue of bonds under
Indenture not previously reported 184
(7) any action materially affecting bonds or
mortgaged property taken by Trustee and
not previously reported 184
(b) Trustee to transmit to bondholders,
within ninety days, brief report with respect to:
(1) release or substitution of property if
fair value is 10% or more of outstanding bonds 185
(2) advances made by Trustee as such since date
of last report if amount unpaid at any time
exceeds 10% of outstanding bonds 185
(c) Reports and notices to be transmitted by
mail to registered owners of bonds, bondholders
who have within two years filed names with
Trustee, and bondholders whose names are
preserved by Trustee pursuant to Section 17.11(a)185
Trustee to file copies of reports and notices
with each stock exchange upon which bonds are
listed and with Securities and Exchange
Commission 185
Sec. 17.11. (a) Trustee to preserve, in
current form, names and addresses of bondholders;
destruction of old lists 186
(b) Application by bondholders desiring to
communicate with other bondholders; Trustee
may elect either to afford access to list of
bondholders or mail, at applicants' expense,
communication specified in request; application
to Securities and Exchange Commission where
in opinion of Trustee mailing would be contrary
to best interests of bondholders or in
violation of applicable law 186
Trustee not liable for disclosure of names and
addresses of bondholders or for mailing any
material pursuant to Section 17.11 188
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PAGE
Sec. 17.12.Acquisition of bonds and coupons by
Trustee 188
See. 17.13.Trustee protected in complying with
rules or orders of Securities and Exchange
Commission made pursuant to Trust Indenture
Act of 1939 188
ARTICLE XVIII
DISCHARGE OF INDENTURE
Sec. 18.01.Trustee to cancel and discharge lien
of Indenture upon payment of bonds and coupons 188
Bonds and coupons for payment or redemption of
which necessary cash is held by Trustee to be
deemed to be paid, subject to certain conditions189
Bonds surrendered by Company to Trustee for
cancellation to be deemed to be paid 189
Liability of Company on bonds and coupons to
cease on maturity date or redemption date,
subject to certain conditions 189
Sec. 18.02.Cash deposited with Trustee for
payment of bonds and coupons remaining unclaimed
for specified period to be repaid to Company 190
ARTICLE XIX
MEETINGS OF BONDHOLDERS
Sec. 19.01.Modification of Indenture, supplemental
indentures, rights and obligations of Company or of
bondholders permitted, subject to provisions of
Article XIX 190
Sec. 19.02.Calling of meetings of bondholders 190
Sec. 19.03.Attendance and voting at meetings of
bondholders 191
Method of establishing right to vote without
production of bonds payable to bearer 191
Sec. 19.04.Further provisions with respect to
establishment of right to vote 192
Execution and filing of proxies 192
Sec. 19.05.Chairman and Secretary of meetings of
bondholders 193
Sec. 19.06.Quorum 193
Adjournment of meetings and notice thereof 193
Sec. 19.07.Vote required for modifications or
alterations, etc 194
Certain modifications or alterations prohibited 194
Sec. 19.08.Record of proceedings at meetings of
bondholders 195
Conditions to validity of resolutions
adopted at meetings 195
Mailing and publication of copies of
resolutions adopted 195
Sec. 19.09. Notation upon bonds outstanding
and to be issued as to action taken at meetings
of bondholders 196
Execution of supplemental indentures with
respect to modifications or alterations 196
Sec. 19.10. Method of terminating
effectiveness of Article XlX 197
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PAGE
ARTICLE XX
SUPPLEMENTAL INDENTURES
Sec. 20.01.Purposes for which supplemental
indentures may be executed 197
Supplemental indentures to conform to
requirements of Trust Indenture Act of 1939 198
Sec. 20.02.Trustee authorized to join in
supplemental indentures upon receipt of officers'
certificate and opinion of counsel as to
compliance with conditions precedent 198
Sec. 20.03.Supplemental indentures to be deemed
part of Indenture 199
Reference to supplemental indenture in bonds 199
ARTICLE XXI
MISCELLANEOUS PROVISIONS
Sec. 21.01.Covenants, conditions and provisions
contained in Indenture to bind successors and
assigns of Company 199
Sec. 21.02.Provisions of Indenture to be for
exclusive benefit of parties thereto and of
bondholders 199
Sec. 21.03.Bonds of particular series may have
benefit of special covenants, agreements or
rights as provided in supplemental indenture
creating such series 200
Sec. 21.04.Publication otherwise than in
authorized newspaper during suspension of
publication of such newspaper 200
Sec. 21.05.Execution of orders, requests,
certificates, opinions, resolutions, etc 200
Sec. 21.06.Evidence of compliance with conditions
precedent 200
Sec. 21.07.Statements to be included in
certificates or opinions with respect to
compliance with conditions precedent 200
Sec. 21.08.Saving clause 201
Sec. 21.09.Required provisions under Trust
Indenture Act of 1939 to control
provisions of Indenture 201
Sec. 21.10.Headings of Articles not to be deemed
part of Indenture 201
Sec. 21.11.Effectiveness of Indenture 201
Sec. 21.12.Execution in counterparts 201
Testimonium 201
Execution 202
Acknowledgment by Commonwealth Edison Company 203
Acknowledgment by Trustee 204
THIS INDENTURE, dated as of the first day of January, 1954, but
actually executed and delivered the 9th day of
February, 1954, between COMMONWEALTH EDISON
COMPANY, a corporation organized and existing
under the laws of the State of Illinois, and
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, a national banking
association organized and existing under the
laws of the United States of America, as
Trustee,
WITNESSETH:
WHEREAS, it is desired that provision be
made hereby (a) for the issuance by said
Commonwealth Edison Company (hereinafter
sometimes called the "Edison Company"), for
its lawful corporate purposes, of its Gas
Divisional Lien Bonds, 3-1/2% Series due
January 1, 1979, limited to $60,000,000 in
aggregate principal amount (hereinafter
commonly called "bonds of the 1979 Series"),
the terms and provisions of such bonds to be
as provided in Articles IV and V, (b) after
the adoption of this Indenture and the assump-
tion of such bonds, in the manner provided in
Section 2.01, by Northern Illinois Gas
Company, an Illinois corporation (hereinafter
sometimes called the "Gas Company"), for the
authentication and delivery by the Trustee, in
replacement of the bonds of the 1979 Series
issued by the Edison Company, of bonds of the
1979 Series, in like aggregate principal
amount, executed by the Gas Company and
designated "Northern Illinois Gas Company
First Mortgage Bonds, 3-1/2% Series due
January 1, 1979", the designation to which such bonds
issued by the Edison Company will have been
changed, as provided in Section 2.01, as a
result of such adoption and assumption, and
(c) for the future issuance by the Gas
Company, for its lawful corporate purposes, of
additional bonds, unlimited in aggregate
principal amount except as hereinafter
otherwise provided and to be issuable from
time to time in one or more series, other than
the 1979 Series, the terms and provisions of
the bonds of each such other series to be as
provided in, or as fixed and determined
pursuant to the provisions of, Article IV; and
WHEREAS, the bonds of the 1979 Series and
of all such other series are to be secured by
the mortgage and pledge of certain properties,
hereinafter described and referred to, owned
by the Edison Company at the actual date of
execution and delivery of this Indenture but
which, together with certain other properties
of the Edison Company, are to be transferred
and con-
2
veyed by the Edison Company to the Gas
Company in consideration of, among other things, the
above mentioned adoption of this Indenture by
the Gas Company and the assumption by it of
the bonds of the 1979 Series; and
WHEREAS, (a) the form of bond of the 1979
Series issuable by the Edison Company (the
bonds of such series to be issuable by it only
in the form of definitive registered bonds
without coupons), (b) the form of assumption
endorsement, to appear upon each of such
bonds, for execution by the Gas Company, (c)
the general form of definitive coupon bond
issuable by the Gas Company, (d) the general
form of coupon to evidence the interest pay-
able upon coupon bonds issuable by the Gas
Company, (e) the general form of definitive
registered bond without coupons issuable by
the Gas Company, and (f) the form of
certificate of authentication, to appear upon
each of the bonds above referred to, for
execution by the Trustee, shall be,
respectively, as hereinafter set forth,
insertions to be made in or omissions to be
made from such general forms of bonds and
coupon issuable by the Gas Company, or such
forms to be otherwise varied, all as may be
necessary or appropriate to express or reflect
the designation and the particular terms and
provisions of the series of bonds in respect
of which such forms are used:
[FORM OF BOND OF 1979 SERIES ISSUABLE BY
EDISON COMPANY]
No. R. . . . . . . . . . $ ......
COMMONWEALTH EDISON COMPANY
Gas Divisional Lien Bond, 3-1/2% Series due
January 1, 1979
COMMONWEALTH EDISON COMPANY, an Illinois
corporation (hereinafter called the
"Company"), for value received, hereby
promises to pay to ...........................................,
or registered assigns, on the first day of
January, 1979, the sum of ................................... Dollars,
and to pay to the registered owner hereof
interest on said sum from the date hereof
until said sum shall be paid, at the rate of
three and one-half per centurn (3-1/2%) per
annum, payable semi-annually on the first day
of January and the first day of July in each
year. Both the principal of and the interest
on this bond shall be payable at the office or
agency of the Company in the City of Chicago,
State of Illinois, or, at the option of the
registered owner, at the office or agency of
the
Company in the Borough of Manhattan, The City
of New York, State of New York, in any coin or
currency of the United States of America which
at the time of payment is legal tender for the
payment of public and private debts.
3
This bond is one, of the series
hereinafter specified, of the bonds issued and
to be issued in series from time to time under
and in accordance with and secured by an
Indenture dated as of January 1, 1954
(hereinafter called the "Indenture"), executed
and delivered by the Company to Continental
Illinois National Bank and Trust Company of
Chicago, as Trustee; and this bond is one of
the initial series of such bonds designated
"Commonwealth Edison Company Gas Divisional
Lien Bonds, 3-1/2% Series due January 1, 1979"
(hereinafter called "bonds of the 1979
Series"), limited to $60,000,000 in aggregate
principal amount. Reference is made to the
Indenture and all indentures supplemental
thereto (including the indenture, hereinafter
referred to, by which the Indenture is to be
adopted by Northern Illinois Gas Company) for
a description of the property mortgaged and
pledged, the nature and extent of the
security, the rights of the holders and regis-
tered owners of said bonds, of the Company and
of the Trustee in respect of the security, and
the terms and conditions governing the is-
suance and security of said bonds.
With the consent of the Company and to the
extent permitted by and as provided in the
Indenture, modifications or alterations of the
Indenture or of any indenture supplemental
thereto and of the rights and obligations of
the Company and of the holders and registered
owners of the bonds may be made, and
compliance with any provision of the Indenture
or any such supplemental indenture may be
waived, by the affirmative vote of the holders
and registered owners of not less than sixty-
six and two-thirds per centum (66-2/3%) in
principal amount of the bonds then outstanding
under the Indenture, and by the affirmative
vote of the holders and registered owners of
not less than sixty-six and two-thirds per
centurn (66-2/3%) in principal amount of the
bonds of any series then outstanding under the
Indenture and affected by such modification or
alteration, in case one or more but less than
all of the series of bonds then outstanding
under the Indenture are so affected, but in
any case excluding bonds disqualified from
voting by reason of the Company's interest
therein as provided in the Indenture; subject,
however, to the condition, among other
conditions stated in the Indenture, that no
such modification or alteration shall be made
which, among other things, will permit the
extension of the time or times of payment of
the principal of or the interest or the
premium, if any, on this bond, or the
reduction in the principal amount hereof or in
the rate of interest or the amount of any
premium hereon, or any other modification in
the terms of payment of such principal,
interest or premium, which terms of payment
are unconditional, or, otherwise than as
permitted by the Indenture, the creation of
any lien ranking prior to or on a parity with
the lien of the Indenture with respect to any
of the mortgaged property, all as more fully
provided in the Indenture.
4
Upon the notice hereinafter stated and in
the manner and with the effect provided in the
Indenture, the bonds of the 1979 Series (a)
are redeemable at the option of the Company,
as a whole at any time or in part from time to
time prior to the maturity thereof, at the
applicable redemption price (expressed as a
percentage of principal amount) set forth
below under "General Redemption Prices", plus
accrued and unpaid interest to the redemption
date, and (b) are subject to redemption
pursuant to the sinking fund provided for in
the Indenture, in part, on April I or during
the four months' period preceding April 1 of
each of the years 1958 to 1978, both
inclusive, at the applicable redemption price
(expressed as a percentage of principal
amount) set forth below under "Sinking Fund
Redemption Prices", plus accrued and unpaid
interest to the redemption date:
General Redemption Prices Sinking Fund
Redemption Prices
If Redeemed During Twelve Months' If Redeemed on April 1
Period Beginning January 1 or During Four
Months' Period Preceding April 1
1966...102.75% 1966...101.26%
1954...105.50% 1967...102.53% 1967...101.18%
1955...105.28% 1968...102.30% 1968...101.10%
1956...105.05% 1969...102.07% 1969...101.02%
1957...104.82% 1970...101.84% 1970...100.93%
1958...104.59% 1971...101.61% 1958...101.80% 1971...100.84%
1959...104.36% 1972...101.38% 1959...101.74% 1972...100.75%
1960...104.13% 1973...101.15% 1960...101.68% 1973...100.65%
1961...103.90% 1974...100.92% 1961...101.61% 1974...100.55%
1962...103.67% 1975...100.69% 1962...101.55% 1975...100.45%
1963...103.44% 1976...100.46% 1963...101.48% 1976...100.34%
1964...103.21% 1977...100.24% 1964...101.41% 1977...100.24%
1965...102.98% 1978...100.12% 1965...101.33% 1978...100.12%
Notice of each redemption shall be published
in a newspaper printed in the English
language, of general circulation and published
in the City of Chicago, State of Illinois, and
in a similar newspaper of general circulation
and published in the Borough of Manhattan, The
City of New York, State of New York, at least
once in each of three calendar weeks on any
day of each of such weeks, the first
publication to be not less than thirty nor
more than forty-five days before the
redemption date.
In case of certain completed
defaults specified in the
Indenture, the principal of this
bond may be declared or may
become due and payable in the
manner and with the effect
provided in the Indenture.
5
No recourse shall be had for the payment
of the principal of or the interest or
premium, if any, on this bond, or for any
claim based hereon, or otherwise in respect
hereof or of the Indenture, to or against any
incorporator, stockholder, officer or
director, past, present or future, of the
Company or of any successor corporation,
either directly or through the Company or such
successor corporation, under any constitution
or statute or rule of law, or by the
enforcement of any assessment or penalty, or
otherwise, all such liability of
incorporators, stockholders, directors and
officers being waived and released by the
registered owner hereof by the acceptance of
this bond and being likewise waived and re-
leased by the terms of the Indenture, all as
more fully provided therein.
Under a certain agreement, referred to in
the Indenture, between the Company and
Northern Illinois Gas Company, an Illinois
corporation (hereinafter called the "Gas
Company"), the Company has agreed to transfer
and convey to the Gas Company all of the
properties subject to the lien of the
Indenture, together with certain other
properties of the Company, and the Gas Company
has agreed, as part consideration therefor, to
adopt the Indenture as its own, by an in-
denture of adoption to be entered into by it
with the Trustee as provided in the Indenture,
and to assume the bonds of the 1979 Series by
the execution, as provided in the Indenture,
of an assumption endorsement upon each of such
bonds. Upon such adoption and assumption the
Company, as provided in the Indenture, shall
be released and completely discharged from all
liability under, upon or in respect of the
Indenture and such bonds. By the acceptance of
this bond, the registered owner hereof
consents and agrees to such release and dis-
charge of liability, when and as such adoption
and assumption shall be duly effected in the
manner provided in the Indenture.
The Indenture further provides that upon
such adoption and assumption the designation
of the bonds of the 1979 Series shall, without
further act, be changed to "Northern Illinois
Gas Company First Mortgage Bonds, 3-1/2% Series
due January 1, 1979." Accordingly, as soon
thereafter as bonds bearing such new
designation are ready for delivery, the
registered owner of this bond, upon the
surrender hereof at the office of the Trustee
in the City of Chicago, Illinois, accompanied
by a written instrument of transfer, in form
approved by the Trustee, duly executed by such
registered owner or by duly authorized
attorney, will be entitled to receive in
replacement of this bond, without charge to
such registered owner, bonds bearing such new
designation, in aggregate principal amount
equal to the principal amount of this bond,
and in the form of definitive coupon bonds or
temporary bearer bonds without coupons (or
with one or more coupons), of the denomination
of $1,000 each, or, at the option of such
registered owner, definitive or
6
temporary registered bonds without coupons, of
the denomination of $1,000 each or of any
authorized multiple thereof, the determination
as to whether such bonds shall be deliverable
in definitive form or in temporary form to be
made by the Gas Company. If any such temporary
bonds are so delivered, they will be
exchangeable for definitive bonds, without
charge to the respective holders or registered
owners of the temporary bonds and otherwise
upon the terms and in the manner provided in
the Indenture.
This bond shall not be entitled to any
security or benefit under the Indenture or be
valid or become obligatory for any purpose
unless and until it shall have been
authenticated by the execution by the Trustee
of the certificate endorsed hereon.
IN WITNESS WHEREOF, Commonwealth Edison
Company has caused this bond to be executed in
its name by its President or one of its Vice-
Presidents, manually or by facsimile
signature, and has caused its corporate seal
to be impressed hereon or a facsimile thereof
to be imprinted hereon and to be attested by
its Secretary or one of its Assistant Secre-
taries, as of the first day of January, 1954.
COMMONWEALTH EDISON COMPANY
ATTEST: By
............................
......
...
President
......... Secretary
[FORM OF ASSUMPTION ENDORSEMENT]
Pursuant to the within mentioned agreement
between Commonwealth Edison Company and
Northern Illinois Gas Company, and for and
upon the consideration therein recited, the
undersigned, Northern Illinois Gas Company,
hereby assumes this bond and all liability of
Commonwealth Edison Company hereunder,
hereupon or in respect hereof, whether for the
payment of principal, interest, premium, or
otherwise, it being agreed with the registered
owner of this bond and with the Trustee under
the within mentioned Indenture, which (also
pursuant to said agreement) has this date been
adopted by said Northern Illinois Gas Company,
that by virtue of such assumption and adoption
said Northern Illinois Gas Company shall and
does hereby become the sole obligor upon this
bond and under said Indenture. Contem-
poraneously with the execution of this
assumption endorsement, said Northern Illinois
Gas Company has executed an identical
assumption
7
endorsement upon each of the other outstanding
bonds of the series of which this bond is one.
NORTHERN ILLINOIS GAS COMPANY
ATTEST: By
............................
......
...
President
......... Secretary
Dated: February , 1954
[GENERAL FORM OF COUPON BOND ISSUABLE BY GAS
COMPANY]
No. M . . . . . . . . . . . . . . . . .$
.........
NORTHERN ILLINOIS GAS COMPANY
First Mortgage Bond, .....% Series due
.............
NORTHERN ILLINOIS GAS COMPANY, an Illinois
corporation (hereinafter called the
"Company"), for value received, hereby
promises to pay to the bearer or, if this bond
be registered as to principal, then to the
registered owner hereof, on the . . . . . day
of . . . . . . . . . . . . ., . . . . . ,
the sum of . . . . . . .Dollars, and to pay
interest on
said sum from the date hereof until said sum
shall be paid, at the rate
of . . . . . . . . . . .per centurn (...%)
per annum,
payable semi-annually on the . . . day of
and the ......
day of ............ in each year. Until the
maturity of this bond such interest shall be
paid only in accordance with and upon
presentation and surrender of the annexed
interest coupons as they severally become due.
Both the principal of and the interest on this
bond shall be payable at the office or agency
of the Company in ....................
in any coin or currency of the United States
of America which at the time of payment is
legal tender for the payment of public and
private debts.
This bond is one, of the series
hereinafter specified, of the bonds issued and
to be issued in series from time to time under
and in accordance with and secured by an
Indenture dated as of January 1, 1954
(hereinafter called the "Indenture"), executed
and delivered by Commonwealth Edison Company
to Continental Illinois National Bank and
Trust Company of Chicago, as Trustee, and
adopted by the Company by an indenture dated
February .., 1954, executed and delivered to
the Trustee; and this bond is one of a series
of such bonds designated
8
"Northern Illinois Gas Company First Mortgage
Bonds, ...% Series due .................."
Reference is made to the Indenture and all
indentures supplemental thereto (including
said indenture of adoption dated February ..,
1954) for a description of the property
mortgaged and pledged, the nature and extent
of the security, the rights of the holders and
registered owners of said bonds, of the
Company and of the Trustee in respect of the
security, and the terms and conditions
governing the issuance and security of said
bonds.
With the consent of the Company and to the
extent permitted by and as provided in the
Indenture, modifications or alterations of the
Indenture or of any indenture supplemental
thereto and of the rights and obligations of
the Company and of the holders and registered
owners of the bonds may be made, and
compliance with any provision of the Indenture
or any such supplemental indenture may be
waived, by the affirmative vote of the holders
and registered owners of not less than sixty-
six and two-thirds per centum (66-2/3%) in
principal amount of the bonds then outstanding
under the Indenture, and by the affirmative
vote of the holders and registered owners of
not less than sixty-six and two-thirds per
centum (66-2/3%) in principal amount of the
bonds of any series then outstanding under the
Indenture and affected by such modification or
alteration, in case one or more but less than
all of the series of bonds then outstanding
under the Indenture are so affected, but in
any case excluding bonds disqualified from
voting by reason of the Company's interest
therein as provided in the Indenture; subject,
however, to the condition, among other
conditions stated in the Indenture, that no
such modification or alteration shall be made
which, among other things, will permit the
extension of the time or times of payment of
the principal of or the interest or the
premium, if any, on this bond, or the
reduction in the principal amount hereof or in
the rate of interest or the amount of any
premium hereon, or any other modification in
the terms of payment of such principal,
interest or premium, which terms of payment
are unconditional, or, otherwise than as
permitted by the Indenture, the creation of
any lien ranking prior to or on a parity with
the lien of the Indenture with respect to any
of the mortgaged property, all as more fully
provided in the Indenture.
In case of certain completed defaults
specified in the Indenture, the principal of
this bond may be declared or may become due
and payable in the manner and with the effect
provided in the Indenture.
No recourse shall be had for the payment
of the principal of or the interest or
premium, if any, on this bond, or for any
claim based hereon, or otherwise in respect
hereof or of the Indenture, to or against any
incorporator, stockholder, officer or
director, past, present or future, of the
Company or of any predecessor or successor
corporation, either
9
directly or through the Company or such
predecessor or successor corporation, under
any constitution or statute or rule of law, or
by the enforcement of any assessment or
penalty, or otherwise, all such liability of
incorporators, stockholders, directors and
officers being waived and released by the
holder or registered owner hereof by the
acceptance of this bond and being likewise
waived and released by the terms of the
Indenture, all as more fully provided therein.
This bond shall pass by delivery unless
registered as to principal in the holder's
name at the office or agency of the Company in
........on registry books to be kept for such
purpose at such place(s), such registration
being noted hereon as provided in the
Indenture. After such registration no further
transfer of this bond shall be valid unless
made on such books by the registered owner in
person or by duly authorized attorney, and
similarly noted hereon; but this bond may be
discharged from registration by being in like
manner transferred to bearer, whereupon
transferability by delivery shall be restored;
and this bond may again and from time to time
be registered or discharged from registration as before. Such
registration, however, shall not affect the
negotiability of the annexed interest coupons,
which shall always be transferable by delivery
and be payable to bearer. Unless a taxable
transfer of ownership shall be involved, no
charge shall be made for any such
registration, transfer or discharge from
registration.
Coupon bonds of this series are issuable in
the denomination(s) of
............................ , and registered
bonds without coupons of this series are
issuable in the denominations of
............................... As provided in
the Indenture, coupon bonds of the same series
are exchangeable as between authorized
denominations, coupon bonds are exchangeable
for registered bonds without coupons of the
same series, registered bonds without coupons
are exchangeable for coupon bonds of the same
series, and registered bonds without coupons
of the same series are exchangeable as between
authorized denominations. The Company
covenants that, upon the payment of charges as
provided in the Indenture, any such exchange
may be made by the holder or registered owner
of any such bond or bonds upon presentation
thereof for that purpose at the office or
agency of the Company in
..............................................
....
Neither this bond nor any interest coupon
hereto annexed shall be entitled to any
security or benefit under the Indenture or be
valid or become obligatory for any purpose
unless and until this bond shall have been
authenticated by the execution by the Trustee,
or its successor in trust under the Indenture,
of the certificate endorsed hereon.
10
IN WITNESS WHEREOF, Northern Illinois Gas
Company has caused this bond to be executed in
its name by its President or one of its Vice-
Presidents, manually or by facsimile
signature, and has caused its corporate seal
to be impressed hereon or a facsimile thereof
to be imprinted hereon and to be attested by
its Secretary or one of its Assistant
Secretaries, and has caused the interest
coupons hereto annexed to be authenticated by
the facsimile signature of its Treasurer,
as of the . day of ., .....
. . . . . . NORTHERN ILLINOIS GAS
COMPANY
ATTEST: By
.............................
.........
President
......... Secretary
[GENERAL FORM OF INTEREST COUPON]
No . . . . . . . . . . . . . . . . . .$
..........
On the first day of
................................. , ....... ,
unless the bond herein mentioned shall have
been called for previous redemption and
payment duly provided for, Northern Illinois
Gas Company will pay to bearer, upon the
surrender of this coupon, at the office or
agency of the Company in
..........................
............................... Dollars in any
coin or currency of the United States of
America which at the time of payment is legal
tender for the payment of public and private
debts, being six months' interest then payable
on its First Mortgage Bond, . . . . . %
Series due
.............. , No .....
Treasurer
[GENERAL FORM OF REGISTERED BOND WITHOUT
COUPONS ISSUABLE
BY GAS COMPANY]
No. R . . . . . . . . . . . . . . . . .$
..........
NORTHERN ILLINOIS GAS COMPANY
First Mortgage Bond, ...% Series due
...........
NORTHERN ILLINOIS GAS COMPANY, an Illinois
corporation (herein-
after called the "Company"), for value
received, hereby promises to
pay to . . . . . . . . . . . . ., or
registered assigns,
on the . . day of . ., ., the sum of
.................
11
............................ Dollars, and
to pay to the registered owner hereof interest
on said sum from the date hereof until said
sum shall be paid, at the rate of
....................... per centum ( .... %)
per annum, payable semi-annually on the first
day of ......and the ........ day of
.......... in each year. Both the principal of
and the interest on this bond shall be payable
at the office or agency of the Company in
............................................ ,
in any coin or currency of the United States
of America which at the time of payment is
legal tender for the payment of public and
private debts.
This bond is one, of the series
hereinafter specified, of the bonds issued and
to be issued in series from time to time under
and in accordance with and secured by an
Indenture dated as of January 1, 1954 (here-
inafter called the "indenture"), executed and
delivered by Commonwealth Edison Company to
Continental Illinois National Bank and Trust
Company of Chicago, as Trustee, and adopted by
the Company by an indenture dated February ..,
1954, executed and delivered to the Trustee;
and this bond is one of a series of such
bonds designated "Northern Illinois Gas
Company First Mortgage Bonds, ...... % Series
due ................ "Reference is made to the
Indenture and all indentures supplemental
thereto (including said indenture of adoption
dated February .., 1954) for a description of
the property mortgaged and pledged, the nature
and extent of the security, the rights of the
holders and registered owners of said bonds,
of the Company and of the Trustee in respect
of the security, and the terms and conditions
governing the issuance and security of said
bonds.
With the consent of the Company and to the
extent permitted by and as provided in the
Indenture, modifications or alterations of the
Indenture or of any indenture supplemental
thereto and of the rights and obligations of
the Company and of the holders and registered
owners of the bonds may be made, and
compliance with any provision of the Indenture
or any such supplemental indenture may be
waived, by the affirmative vote of the holders
and registered owners of not less than sixty-
six and two-thirds per centum (66-2/3%) in
principal amount of the bonds then outstanding
under the Indenture, and by the affirmative
vote of the holders and registered owners of
not less than sixty-six and two-thirds per
centurn (66-2/3%) in principal amount of the
bonds of any series then outstanding under the
Indenture and affected by such modification or
alteration, in case one or more but less than
all of the series of bonds then outstanding
under the Indenture are so affected, but in
any case excluding bonds disqualified from
voting by reason of the Company's interest
therein as provided in the Indenture; subject,
however, to the condition, among other
conditions stated in the Indenture, that no
such modification or alteration shall be made
which,
12
among other things, will permit the extension
of the time or times of payment of the
principal of or the interest or the premium,
if any, on this bond, or the reduction in the
principal amount hereof or in the rate of
interest or the amount of any premium hereon,
or any other modification in the terms of
payment of such principal, interest or
premium, which terms of payment are
unconditional, or, otherwise than as permitted
by the Indenture, the creation of any lien
ranking prior to or on a parity with the lien
of the Indenture with respect to any of the
mortgaged property, all as more fully provided
in the Indenture.
In case of certain completed defaults
specified in the Indenture, the principal of
this bond may be declared or may become due
and payable in the manner and with the effect
provided in the Indenture.
No recourse shall be had for the payment
of the principal of or the interest or the
premium, if any, on this bond, or for any
claim based hereon, or otherwise in respect
hereof or of the Indenture, to or against any
incorporator, stockholder, officer or
director, past, present or future, of the
Company or of any predecessor or successor
corporation, either directly or through the
Company or such predecessor or successor
corporation, under any constitution or statute
or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such
liability of incorporators, stockholders,
directors and officers being waived and
released by the registered owner hereof by the
acceptance of this bond and being likewise
waived and released by the terms of the
Indenture, all as more fully provided therein.
This bond is transferable by the
registered owner hereof, in person or by duly
authorized attorney, at the office or agency
of the Company in
..............................................
........ , upon surrender and cancellation of
this bond; and thereupon a new registered bond
or bonds without coupons of the same aggregate
principal amount and series will, upon the
payment of charges as provided in the
Indenture, be issued to the transferee in
exchange herefor.
Coupon bonds of this series are issuable
in the denomination(s) of
....................... , and registered bonds
without coupons of this series are issuable in
the denominations of .....................
As provided in the Indenture, coupon bonds of
the same series are exchangeable as between
authorized denominations, coupon bonds are
exchangeable for registered bonds without
coupons of the same series, registered bonds
without coupons are exchangeable for coupon
bonds of the same series, and registered bonds
without coupons of the same series are
exchangeable as between authorized
denominations. The Company covenants that,
upon the payment of charges as provided in the
Indenture, any such exchange may be made by
the holder or registered owner of any such
bond or bonds upon presentation thereof
13
for that purpose at the office or agency of
the Company in ....
This bond shall not be entitled to any
security or benefit under the Indenture or be
valid or become obligatory for any purpose
unless and until it shall have been
authenticated by the execution by the Trustee,
or its successor in trust under the Indenture,
of the certificate endorsed hereon.
IN WITNESS WHEREOF, Northern Illinois Gas
Company has caused this bond to be executed in
its name by its President or one of its Vice-
Presidents, manually or by facsimile
signature, and has caused its corporate seal
to be impressed hereon or a facsimile thereof
to be imprinted hereon and to be attested by
its Secretary or one of its Assistant
Secretaries, as of the first day of
.................... , ........
NORTHERN ILLINOIS GAS COMPANY
ATTEST: . . . . . . . . . . . . .
President
........ Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF
AUTHENTICATION]
This bond is one of the bonds of the
series designated therein, referred to
and described in the within mentioned
Indenture [Supplemental Indenture dated
............ ..... ].
CONTINENTAL ILLINOIS
NATIONAL BANK
AND TRUST COMPANY OF
CHICAGO, Trustee
By Authorized
Offcer
and
WHEREAS, all acts and things necessary to
make this Indenture, when duly executed and
delivered by the Edison Company and the
Trustee, a valid mortgage and deed of trust
for the security of all bonds issued hereunder
have been done and performed; and the
execution and delivery of this Indenture have
in all respects been duly authorized;
14
NOW, THEREFORE, in consideration of the
premises, and of the acceptance and purchase
of the bonds by the holders thereof, and of
the sum of One Dollar duly paid by the Trustee
to the Edison Company, the receipt whereof is
hereby acknowledged, and for the purpose of
securing the due and punctual payment of the
principal of and the interest and premium, if
any, on all bonds which shall be issued
hereunder, and for the purpose of securing the
faithful performance and observance of all the
covenants and conditions set forth in this
Indenture and in all indentures supplemental
hereto (including the indenture, to be
executed and delivered by the Gas Company, by
which this Indenture is to be adopted by the
Gas Company), the Edison Company has granted,
bargained, sold, transferred, assigned,
pledged, mortgaged, warranted and conveyed,
and by these presents does grant, bargain,
sell, transfer, assign, pledge, mortgage,
warrant and convey unto Continental Illinois
National Bank and Trust Company of Chicago, as
Trustee, and its successor or successors in
the trust hereby created, the following
described property:
FIRST
Real estate situated in Boone County,
Illinois, described as follows:
(1) Part of the East half of the
Northeast quarter of Section one (1),
Township forty three (43) North, Range
three (3) East of the Third Principal
Meridian: Beginning at an iron stake in
the East line of said Northeast quarter
Section, two hundred sixty four (264)
feet South of the Northeast corner
thereof; thence South along said East
line, seven hundred eight (708) feet to
an iron stake; thence West and parallel
with the North quarter Section line, one
thousand three hundred twenty six and
seventy-five hundredths (1326.75) feet to
a point in the West line of the East half
of said quarter Section; thence North
along said West line (and center line of
a public highway) seven hundred eight
(708) feet to a point; thence East and
parallel with said North quarter Section
line, one thousand three hundred twenty
six and seventy hundredths (1326.70) feet
to the place of beginning.
(2) A part of the Northeast quarter
of the Northwest quarter of Section
thirty five (35), Township forty four
(44) North, Range three (3) East of the
Third Principal Meridian, commencing in
the center of the River Road, so-called,
eight (8) chains and five (5) links South
of the Northeast corner of said quarter
Section; thence running South along the
East line of said quarter Section about
four (4) chains and
15
eighty eight (88) links, to the Northerly
line of the right-of-way of the Chicago &
North Western Railway Company; thence
Westerly along said right-of-way three
(3) chains and three (3) feet; thence
North parallel with said East quarter
line about four (4) chains and eighty
eight (88) links to the center of said
River Road; thence Easterly along the
center of said road three (3) chains and
three (3) feet to the place of beginning.
Real estate situated in Cook County, Illinois,
described as follows:
(1) Lot two (2) in Block one (1) in
McIntosh and Company's Main Street
Addition to Barrington in Section one
(1), Township forty two (42) North, Range
nine (9) East of the Third Principal
Meridian.
(2) Lot four (4) in Owner's Division
in the Southeast quarter of Section nine
(9), Township thirty nine (39) North,
Range twelve (12) East of the Third
Principal Meridian, reserving unto the
Edison Company, its successors and
assigns, and from the lien and operation
of this Indenture, a perpetual easement
for electric utility purposes on, over or
in that part of said Lot four (4) lying
Easterly of a line extending from a point
on the Northerly line of said Lot four
(4) one hundred (100) feet West of the
Northeast corner thereof Southerly
perpendicular to said North line to the
South line of said Lot four (4).
(3) Block thirteen (13) in
Robinson's Addition to Blue Island, a
Subdivision of the East half of the
Southeast quarter of Section thirty six
(36), Township thirty seven (37) North,
Range thirteen (13) East of the Third
Principal Meridian, (except a strip of
land formerly a Canal Feeder South of and
adjoining said Block thirteen (13),
subject to the rights of the public for
street purposes in the East twenty five
(25) feet of said Block and the East
twenty five (25) feet of said strip of
land, and excepting the following sold by
Public Service Company of Northern
Illinois to the Sanitary District,
Document #6293134, beginning at the
Southeast corner of Block thirteen (13);
thence North on the East line of the said
Block and said line extended North to the
center of Stony Creek as located by
Sanitary District Survey of 1909; thence
Northwesterly along center of Creek to a
line, which extends from point in West
line of Lot eight (8) in Domberker's
Subdivision of Block twelve (12) of said
Robinson's Addition, forty (40) feet
South of the Northwest corner of Lot
eight (8) to a point in the West line one
thousand five hundred seventy nine and
eighty-seven hundredths (1579.87) feet
North of and parallel to the South line
of the Southwest quarter of said Section,
two hundred forty (240) feet West of the
East line of said Block thirteen (13),
extended North; thence Southwesterly on
said line to said parallel line; thence
West on said parallel line to the East
line of the West half of said Southeast
quarter of Section thirty six (36), being
the West line of said Block thirteen
(13); thence
16
South on said West line of said Block to the
Southwest corner thereof; thence Southeasterly
on the South line of said Block thirteen (13)
to the place of beginning, except that portion
thereof dedicated for public use by plat
recorded as Document #4626189).
ALSO
Lot four (4) in Robinson's Subdivision of
the West half of the Southeast quarter of
Section thirty six (36), Township thirty seven
(37) North, Range thirteen (13) East of the
Third Principal Meridian, (except that part
bounded by a line described as follows:
Beginning at a point in the East line of said
West half of the Southeast quarter, one
thousand five hundred seventy nine and eighty-
seven hundredths (1579.87) feet North of the
Southeast corner thereof; thence South on said
East line to Calumet Feeder; thence North
seventy (70) degrees, thirty (30) minutes West
along the Northerly bank of said Feeder to the
West line of Lot four (4), five and twenty-
five hundredths (5.25) chains; thence North on
a line parallel with the East line of said
West half of said Southeast quarter to an
intersection with a line one thousand five
hundred seventy nine and eighty-seven
hundredths (1579.87) feet North of and
parallel to the South line of said West half
of the Southeast quarter of Section thirty six
(36); thence East on said parallel line to the
point of beginning).
ALSO
That part of Lots one (1) and two (2) in
the Subdivision of Lot one (1) in the
Subdivision of Lot three (3) in Robinson's
Subdivision of the West half of the Southeast
quarter of Section thirty six (36), Township
thirty seven (37) North, Range thirteen (13)
East of the Third Principal Meridian, lying
East of a line beginning at a point in the
North line of said Southeast quarter of
Section thirty six (36) seven hundred three
and twenty-three hundredths (703.23) feet East
of the Northwest corner of said quarter
Section; thence Southeasterly to a point in
the South line of said quarter Section one
thousand one hundred forty eight and sixty-
eight hundredths (1148.68) feet East of the
Southwest corner thereof and lying North of a
line one thousand five hundred seventy nine
and eighty-seven hundredths (1579.87) feet
North of and parallel to the South line of
said quarter Section.
(4) Lot or Block thirty one (31) together
with that part of Lot or Block thirty (30)
lying Easterly of the sixty six (66) foot
right-of-way of the Baltimore and Ohio Chicago
Terminal Railroad Company in the Subdivision
(by Peter England) of the Northwest quarter of
Section six (6), Township thirty six (36)
North, Range fourteen (14) East of the Third
Principal Meridian, (expressly excepting
however from the above described land, any
part thereof which lies Northerly of the
17
Southerly line of Calumet Slough as the same
is shown on the plat of said Subdivision,
which said Southerly line of slough is more
particularly described as follows: Beginning
at a point on the Northeasterly line of said
Lot or Block thirty one (31), being the
Southwesterly line of Thornton Road, which is
six hundred twenty seven (627) feet
Northwesterly from the point of intersection
of said Southwesterly line with the East line
of said Lot or Block thirty one (31), which
East line is the West line of Division Street
and a line thirty three (33) feet West of and
parallel with the East line of said Northwest
quarter, and running thence Westwardly a
distance of two hundred nineteen and sixty-
five hundredths (219.65) feet to a point on
the West line of said Lot or Block thirty one
(31) which is eight hundred thirty two (832)
feet three (3) inches North of the Southwest
corner of said Lot or Block thirty one (31)
and thence Southwestwardly a distance of seven
hundred eleven and eighty-seven hundredths
(711.87) feet to a point on the West line of
said Lot or Block thirty (30) which is five
hundred seventy six (576) feet ten (10) inches
North of the Southwest corner of said Lot or
Block thirty (30)).
(5) That part of original Block five (5)
(now vacated) and the vacated alley Westerly
of and adjoining said Block five (5) in Harmon
and Young's Addition to Blue Island, a
Subdivision in the Southeast quarter of the
Southwest quarter of Section twenty five (25),
Township thirty seven (37) North, Range
thirteen (13) East of the Third Principal
Meridian, more particularly described as
follows: Commencing at the intersection of the
Easterly line of the right-of-way of the
Chicago and Grand Trunk Railroad with the East
line of said Block five (5) extended South
(being also the West line of Francisco Avenue
in the City of Blue Island); thence North, on
the East line and the East line extended South
of said Block five (5), a distance of sixty
(60) feet; thence Westerly, parallel to the
South line of said Section twenty five (25), a
distance of thirty two and twenty-two
hundredths (32.22) feet to the Easterly line
of said Railroad right-of-way; thence
Southeasterly, on said Easterly right-of-way
line, a distance of sixty eight and seventeen
hundredths (68.17) feet to the point of
beginning.
(6) The East fifteen (15) feet of Lot four
(4) in the Subdivision of Lots two (2) and
three (3) and seven (7) of Assessor's Division
of Lot one (1) in the Assessor's Division of
the Southwest quarter of the Northeast quarter
of Section thirty one (31), Township thirty
seven (37) North, Range fourteen (14) East of
the Third Principal Meridian.
(7) The South forty (40) feet of Lot five
(5) in Bourke's Subdivision of Block eleven
(11) in Sander's Second Addition to Blue
Island in the Northwest quarter of Section
thirty one (31), Township thirty seven (37)
North, Range fourteen (14) East of the Third
Principal Meridian.
18
(8) Lot one (1) and the North one-half
(1/2) of Lot two (2) in Block one (1) in
Burnham Avenue Highlands, being a Subdivision
of lot "A" Tanis Heirs Subdivision of property
located in that part of the East one-half of
the Southeast quarter of Section eighteen
(18), Township thirty six (36) North, Range
fifteen (15) East of the Third Principal
Meridian, lying North of the Public Road.
(9) Lots forty five (45) and forty six
(46) in Block ten (10) in Burnham's West
Hammond Subdivision of the Southwest quarter
of the Southwest quarter and the South half of
the Southeast quarter of the Southwest quarter
of Section eight (8), Township thirty six (36)
North, Range fifteen (15) East of the Third
Principal Meridian.
(10) That part of the North half of the
Southeast quarter of the Southeast quarter of
Section twenty one (21), Township thirty five
(35) North, Range fourteen (14) East of the
Third Principal Meridian, described as
follows: Beginning at a point on a line drawn
parallel to and one hundred seventy six (176)
feet North of the line dividing the North half
and the South half of the Southeast quarter of
the Southeast quarter of Section twenty one
(21) aforesaid; and which point is two hundred
twenty five and four tenths (225.4) feet West
of the East line of said Section twenty one
(21); thence West on a line parallel to the
line dividing the North half and the South
half of the Southeast quarter of the Southeast
quarter of said Section twenty one (21) a
distance of three hundred seventeen (317)
feet; thence North on a line drawn at right
angles to the last described line a distance
of two hundred (200) feet; thence East on a
line parallel to the line between the North
half and the South half of the Southeast quar-
ter of the Southeast quarter of said Section
twenty one (21) for a distance of two hundred
thirty five (235) feet; thence Southeasterly
along a line drawn at an angle of
approximately one hundred thirty five (135)
degrees and thirty nine (39) minutes a
distance of one hundred fifteen (115) feet to
a point on a line drawn parallel to and two
hundred twenty five and four tenths (225.4)
feet West of the East line of said Section
twenty one (21) and which point of
intersection is two hundred ninety six (296)
feet North of the line between the North half
and the South half of the Southeast quarter of
the Southeast quarter of said Section twenty
one (21); thence South on a line parallel to
the East line of said Section twenty one (21)
a distance of one hundred twenty (120) feet to
the point of beginning.
ALSO
A parcel of land described as follows:
Beginning at the Southwest corner of Lot two
(2) in Block two hundred thirty eight (238),
Chicago Heights, (being a Subdivision of that
part of the Southeast quarter of Section
twenty one (21), Township thirty five (35)
North, Range
19
fourteen (14) East of the Third Principal
Meridian, lying East of a line drawn parallel
to and five hundred forty one (541) feet West
from the East line of Section twenty one (21),
except the South seven hundred twenty nine and
four tenths (729.4) feet thereof) and running
thence West twenty three (23) feet along the
South line of said Lot two (2), produced
Westward; thence North along a line parallel
to and twenty three (23) feet West of the West
line of said Lot two (2) for a distance of two
hundred (200) feet; thence East a distance of
twenty three (23) feet to the Northwest corner
of said Lot two (2); thence South along the
West line of said Lot two (2) to the point of
beginning.
ALSO
Lot three (3) in Block two hundred thirty
eight (238) (excepting therefrom the South one
hundred ten (110) feet of the East one hundred
ninety one and twenty-three hundredths
(191.23) feet thereof; also excepting the
South one hundred (100) feet of the North one
hundred twenty five (125) feet of the East one
hundred seventeen (117) feet thereof) in
Chicago Heights, which is a Subdivision in
Township thirty five (35) North, Range
fourteen (14) East of the Third Principal
Meridian.
(11) The West eight (8) feet of Lot twenty
(20) and the East seventeen (17) feet of Lot
twenty one (21) in Block forty eight (48) in
Grant Locomotive Works Addition to Chicago, in
Section twenty one (21), Township thirty nine
(39) North, Range thirteen (13) East of the
Third Principal Meridian.
(12) That part of Lots eighty one (81) and
eighty two (82) in the Town of Rand, a
Subdivision of parts of Sections sixteen (16),
seventeen (17), twenty (20) and twenty one
(21), Township forty one (41) North, Range
twelve (12) East of the Third Principal
Meridian, described as follows: Beginning at a
point in the Northerly line of Lot eighty one
(81), twelve (12) feet Northwesterly from the
Northeast corner of said Lot eighty one (81);
thence Southwesterly along a line twelve (12)
feet distant from and parallel to the Easterly
line of said Lot eighty one (81) to a point
eight (8) feet North of the Southerly line of
said Lot eighty one (81); thence Southeasterly
along a line eight (8) feet distant from and
parallel to the Southerly line of Lots eighty
one (81) and eighty two (82) to a point twenty
five (25) feet West of the Easterly line of
said Lot eighty two (82); thence Northeasterly
in a line twenty five (25) feet distant from
and parallel to the Easterly line of said Lot
eighty two (82), to the Northerly line of said
Lot eighty two (82); thence Northwesterly
along the Northerly line of said Lots eighty
two (82) and eighty one (81) to the point of
beginning, subject to an easement granted over
the Northwesterly three (3) feet of said
property for purposes of passageway, light and
air.
2O
(13) The West fifty (50) feet (except the
South two hundred nineteen and seventy-eight
hundredths (219.78) feet thereof) of Lot six
(6) in Redeker's Garden Addition to
DesPlaines, being a Subdivision of Lot six (6)
and Lot seven (7), except the South four (4)
acres thereof, in Redeker Estate Subdivision
of parts of Sections eight (8), nine (9),
sixteen (16) and seventeen (17), Township
forty one (41) North, Range twelve (12) East
of the Third Principal Meridian.
(14) That part of the East half of the
Southeast quarter of Section twenty six (26),
Township forty one (41) North, Range eleven
(11) East of the Third Principal Meridian
described as follows: Beginning at the
Northeast corner of the Southeast quarter of
said Section; thence West along the North line
of said Southeast quarter, six hundred eighty
one and nine hundredths (681.09) feet; thence
Southwest three hundred fourteen and twenty-
four hundredths (314.24) feet to a point two
hundred ninety eight (298) feet South of the
North line of the Southeast quarter and seven
hundred eighty and eight tenths (780.8) feet
West of the East line of the aforesaid
Southeast quarter; thence East along a line
two hundred ninety eight (298) feet South of
and parallel to the North line of said
Southeast quarter seven hundred eighty and
eight tenths (780.8) feet to the East line of
said Southeast quarter; thence North along the
said East line two hundred ninety eight (298)
feet to place of beginning, (excepting
therefrom the South one hundred (100) feet of
the East one hundred seventy five (175) feet
thereof).
(15) The South forty (40) feet of the West
fifty eight (58) feet of Lot ten (10) in Block
seventeen (17) of the Second Addition to Ells-
worth, being a Subdivision of part of the West
half of the Southeast quarter of Section
twenty five (25), Township forty (40) North,
Range twelve (12) East of the Third Principal
Meridian.
(16) That part of Blocks twenty nine (29),
thirty (30) and thirty one (31) in Nickerson's
Subdivision of the East half of Section six
(6), Township thirty eight (38) North, Range
thirteen (13) East of the Third Principal
Meridian described as follows: Commencing at a
point in a line two hundred nineteen (219)
feet North of and parallel with the South line
of said East half of Section six (6), which is
one hundred eighty seven and seventy-nine
hundredths (187.79) feet East of the West
line of said East half, said parallel line
being the North line of the one hundred fifty
(150) foot Joint Fee Section of the Powerton-
Crawford Transmission line right-of-way as
described in Deed dated June 21, 1946,
recorded in the Recorder's Office of Cook
County, Illinois on July 10, 1946, as Document
#13840026 in Book 41227, page 398; thence
North thirty two and thirteen hundredths
(32.13) feet; thence Northeasterly along the
arc of a circle, convex Northwesterly, having
a radius of six thousand seven hundred forty
seven (6747) feet, a distance of five
21
hundred fifteen and sixty-five hundredths
(515.65) feet to a point (the chord of said
arc being five hundred fifteen and fifty-three
hundredths (515.53) feet long and bearing
North seventy five (75) degrees forty six (46)
minutes forty (40) seconds East); thence North
seventy eight (78) degrees one (1) minute
fifteen (15) seconds East, a distance of three
hundred fifty eight and seven hundredths
(358.07) feet; thence Northeasterly along the
arc of a circle, convex Northwest, having a
radius of two thousand eight hundred fifty
three and forty-three hundredths (2853.43)
feet (the chord of said arc being three
hundred sixty two and ninety-one hundredths
(362.91) feet long and bearing North eighty
one (81) degrees twenty four (24) minutes
forty nine and one-half (49-1/2) seconds East);
thence North eighty five (85) degrees East,
fifty nine and twenty-five hundredths (59.25)
feet; thence South thirty one and thirteen
hundredths (31.13) feet to a point in the
Northerly right-of-way line of The Sanitary
District Sludge Railroad as described in
Easement dated August 8, 1930, and recorded in
the Recorder's Office of Cook County, Illinois
on November 20, 1931 as Document #11008152 in
Book 29851, page 613; thence South eighty
seven (87) degrees one (1) minute fifteen and
one-half (15-1/2) seconds West along said
Sludge Railroad right-of-way line, a distance
of one hundred sixty four and six hundredths
(164.06) feet; thence Southwesterly along the
arc of a circle, convex Northwesterly, having
a radius of nine hundred ninety five and
seventy-seven hundredths (995.77) feet, a
distance of five hundred eighty nine and
fifty-one hundredths (589.51) feet to a point
of tangency (the chord of said arc being five
hundred eighty and ninety-two hundredths
(580.92) feet long and bearing South sixty
eight (68) degrees nine (9) minutes one and
one-half (1-1/2) seconds West); thence South
fifty one (51) degrees eleven (11) minutes
twenty nine (29) seconds West, continuing
along said right-of-way line, a distance of
sixty one and five hundredths (61.05) feet to
a point in a line two hundred nineteen (219)
feet North of and parallel with the South line
of aforesaid East half of Section six (6),
said line being the North line of aforesaid
Transmission line right-of-way; thence North
eighty nine (89) degrees forty eight (48)
minutes and thirty one (31) seconds West,
along said line, five hundred seventeen and
twenty-four hundredths (517.24) feet to the
point of beginning, together with a perpetual
easement for existing roadway for the purpose
of ingress and egress to Oak Park Avenue.
ALSO
That part of Blocks twenty nine (29) and
thirty (30) in Nickerson's Subdivision of the
East half of Section six (6), Township thirty
eight (38) North, Range thirteen (13) East of
the Third Principal Meridian, described as
follows: Commencing at a point in a line which
is two hundred nineteen (219) feet North of
and parallel with the South line of said
22
East half of Section six (6) (said parallel
line being the North line of aforesaid
Transmission line right-of-way), which is
eight hundred thirty three and twenty-five
hundredths (833.25) feet East of the West line
of said East half, said point being in the
Southerly right-of-way line of aforesaid The
Sanitary District Sludge Railroad; thence
South eighty nine (89) degrees forty eight
(48) minutes thirty one (31) seconds East,
along said parallel line and North line of
aforesaid Transmission line right-of-way, a
distance of one hundred twenty four and
seventy-four hundredths (124.74) feet to a
point of curve; thence Northeasterly along
said right-of-way line, being the arc of a
circle, convex Southerly, tangent to the last
described course, having a radius of three
thousand one hundred eighty nine and ninety-
two hundredths (3189.92) feet, a distance of
five hundred one and fifty-five hundredths
(501.55) feet; thence North eleven (11)
degrees thirty eight (38) minutes forty eight
(48) seconds West, one hundred fifty six and
forty-five hundredths (156.45) feet to a point
in the Southerly right-of-way line of
aforesaid The Sanitary District Sludge
Railroad; thence South eighty three (83)
degrees eleven (11) minutes fifty two and one-
half (52-1/2) seconds West, along said right-
of-way line, a distance of one hundred twenty
eight and thirty-seven hundredths (128.37)
feet; thence Southwesterly along said right-
of-way line, said line being the arc of a
circle, convex Northerly, having a radius of
nine hundred fifteen and seventy-seven hun-
dredths (915.77) feet, a distance of five
hundred three and fifty-two hundredths
(503.52) feet to the point of beginning,
together with a perpetual easement for
existing roadway for the purpose of ingress
and egress to the property described in the
following paragraph.
ALSO
That part of Blocks twenty nine (29),
thirty (30) and thirty one (31) in Nickerson's
Subdivision of the East half of Section six
(6), Township thirty eight (38) North, Range
thirteen (13) East of the Third Principal
Meridian and that part of Lots eighty nine
(89), eighty nine A (89A), ninety one (91),
ninety one A (91A), ninety three (93) and
ninety three A (93A), taken as a tract, in
Sanitary District Trustees' Subdivision of
right-of-way from North and South center line
of Section thirty (30), Township thirty nine
(39) North, Range fourteen (14) East of the
Third Principal Meridian to Will County Line,
described as follows: Commencing at a point in
a line sixty nine (69) feet North of and
parallel with the South line of said East half
of Section six (6) (said parallel line being
the South line of the aforesaid Transmission
line right-of-way which is six hundred sixty
two (662) feet East of the West line of said
East half, said point being in the Southerly
right-of-way line of aforesaid The Sanitary
District Sludge Railroad; thence South eighty
nine (89) degrees forty eight (48) minutes
thirty one (31) seconds East along said
parallel line and South line of aforesaid
Transmission line right-of-way, a distance of
two hundred ninety five and thirty-seven
hundredths
23
(295.37) feet to a point of curve; thence
Easterly along said South line of aforesaid
Transmission line right-of-way, being the arc
of a circle, convex Southerly, tangent to the
last described course, having a radius of
three thousand three hundred thirty nine and
ninety-two hundredths (3339.92) feet, a
distance of three hundred sixty nine and two
hundredths (369.02) feet to a point in the
line between Blocks twenty nine (29) and
thirty (30) in Nickerson's Subdivision,
aforesaid, said line being also the East line
of the West half of the Southeast quarter of
said Section six (6); thence North zero (0)
degrees three (3) minutes five (5) seconds
West, along said line, a distance of seven and
four hundredths (7.04) feet; thence Easterly
along the Northerly line of the strip of land
conveyed by Chicago & Illinois Western
Railroad to Commonwealth Edison Company by
Deed dated July 1, 1949 recorded in the
Recorder's Office of Cook County, Illinois as
Document #14616764 in Book 44718, page 206,
being the arc of a circle, convex Southerly,
having a radius of two thousand four hundred
eighty eight and thirty-four hundredths
(2488.34) feet, a distance of one hundred
sixty one and ninety-five hundredths (161.95)
feet (the chord of said arc being one hundred
sixty one and ninety-three hundredths (161.93)
feet long and bearing North eighty one (81)
degrees fifty nine (59) minutes four (4)
seconds East); thence South eleven (11)
degrees thirty eight (38) minutes forty eight
(48) seconds East, fifty four and twenty-five
hundredths (54.25) feet to a point in a line
which is two hundred sixty four and thirty-
seven hundredths (264.37) feet (measured at
right angles) Northwesterly of and parallel
with the Northwesterly line of the Chicago
Sanitary and Ship Canal; thence South sixty
eight (68) degrees thirty one (31) minutes ten
(10) seconds West along said parallel line a
distance of seven hundred sixty five and
sixteen hundredths (765.16) feet to a point in
the Northeasterly right-of-way line of The
Atchison, Topeka and Santa Fe Railway; thence
Northwesterly along said right-of-way line,
being the arc of a circle, convex
Northeasterly, having a radius of one thousand
nine hundred sixty and eight hundredths
(1960.08) feet, a distance of three hundred
twenty six and fifty-five hundredths (326.55)
feet to a point of tangency (the chord of said
arc being three hundred twenty six and
eighteen hundredths (326.18) feet long and
bearing North sixty two (62) degrees twenty
four (24) minutes fifteen (15) seconds West);
thence continuing along said right-of-way
line, North sixty seven (67) degrees ten (10)
minutes thirty seven (37) seconds West,
tangent to the last described arc, a distance
of zero and eighty hundredths (0.80) feet to a
point in the Southeasterly right-of-way line
of The Sanitary District Sludge Railroad;
thence North fifty one (51) degrees eleven
(11) minutes twenty nine (29) seconds East,
two hundred fourteen and four hundredths
(214.04) feet to the point of beginning,
reserving unto the Edison Company, its
successors and assigns, and from the lien and
operation of this Indenture, a perpetual
easement for electric utility purposes on,
over or in that part of said parcel lying
within
24
a strip of land thirty (30) feet in width the
Northwesterly line of which is two hundred
ninety four and thirty-seven hundredths
(294.37) feet Northwesterly of (measured at
right angles to) the Northwesterly line of
said Chicago Sanitary and Ship Canal.
(17) The South two (2) acres of that part
of the Southeast quarter of Section four (4),
Township thirty eight (38) North, Range twelve
(12) East of the Third Principal Meridian,
lying Easterly of the center line of Bluff
Avenue and West of the Westerly line of the
right-of-way of the Chicago, Hammond and
Western Railroad Company, (now the Chicago
Junction Railway Company, also known as
Indiana Harbor Belt Railroad), the North line
of said premises being parallel with the
center line of 47th Street.
ALSO
Block eight (8) in E. S. Badger's
Subdivision of part of Southeast quarter of
Section four (4), Township thirty eight (38)
North, Range twelve (12) East of the Third
Principal Meridian, lying East of Bluff
Avenue, as per plat recorded January 23, 1905,
as Document #3646569.
(18) That part of Block nine (9) in
Lemont, a Subdivision of part of South
fractional quarter of Section twenty (20),
Township thirty seven (37) North, Range eleven
(11) East of the Third Principal Meridian,
described as commencing at Southwesterly
corner of said Block nine (9); thence Easterly
along the Southerly line of said Block, one
hundred forty four and two tenths (144.2)
feet; thence Northerly parallel with the
Westerly line of said Block, fifty eight (58)
feet for a point of beginning; thence
continuing Northerly along said parallel line
seventy and forty-six hundredths (70.46) feet
to the Southerly line of New Avenue; thence
Westerly along the Southerly line of New
Avenue thirty nine and eighty-eight hundredths
(39.88) feet; thence Southerly parallel to the
West line of said Block, seventy eight and
eighty hundredths (78.80) feet to a point
fifty eight (58) feet Northerly of, measured
at right angles to the Southerly line of said
Block; thence Easterly thirty nine (39) feet
more or less to the point of beginning.
(19) The South thirty (30) feet of the
West fifty (50) feet of Lot nine (9) in
Riverside Acres Subdivision, a Subdivision in
the South Half of Section one (1), Township
thirty eight (38) North, Range twelve (12)
East of the Third Principal Meridian.
ALSO
The South thirty (30) feet of Lot thirty
(30) in State Road Subdivision No. 2, a
Resubdivision of Lots ten (10), fourteen (14),
thirty three (33), thirty seven (37) and
(except the South fifty (50) feet) Lot fifty
six (56) in Riverside Acres, being a
Subdivision in the South
25
half of Section one (1), Township thirty eight
(38) North, Range twelve (12) East of the
Third Principal Meridian.
(20) The Easterly fifty (50) feet (as
measured on the North and South Lines thereof)
of the following described tract of land: That
part of the East one half of the Northwest
quarter of the Southwest quarter of Section
fifteen (15), Township forty one (41) North,
Range twelve (12) East of the Third Principal
Meridian, described as follows: Commencing at
a point ninety two and fifty-eight hundredths
(92.58) feet South of the North line of the
South sixty five (65) acres of the West one
half of the Southwest quarter of said Section
fifteen (15), on a line fifty (50) feet West
of and parallel with the East line thereof;
thence Westerly one hundred twenty eight and
thirty-four hundredths (128.34) feet to a
point eighty nine and forty-four hundredths
(89.44) feet South of the North line of the
South sixty five (65) acres of the West one
half of the Southwest quarter of said Section
fifteen (15), on a line one hundred seventy
eight and thirty-four hundredths (178.34) feet
West of and parallel with the East line
thereof; thence South, on said parallel line,
seventy eight (78) feet; thence East, on a
line parallel with the North line hereof to a
line fifty (50) feet West of and parallel with
the East line of the West one half of said
Southwest quarter; thence North, on said
parallel line, seventy eight (78) feet to the
place of beginning, reserving unto the Edison
Company, its successors and assigns, and from
the lien and operation of this Indenture, a
perpetual easement for ingress and egress
across the South twenty two and five tenths
(22.5) feet thereof.
(21) The Southeast quarter of Section
twenty nine (29), (excepting therefrom the
North one hundred fifty (150) feet thereof),
in Township thirty five (35) North, Range
thirteen (13) East of the Third Principal
Meridian.
(22) A tract of land composed of parts of
Lots one (1), two (2) and three (3) in
Stannard's Subdivision of that part of the
Northeast quarter lying West of DesPlaines
River and South of the North twenty three and
thirty-six hundredths (23.36) chains thereof
of Section fourteen (14), Township thirty nine
(39) North, Range twelve (12) East of the
Third Principal Meridian and of parts of Lots
sixty eight (68) to eighty six (86) inclusive,
together with part of the alley South of said
Lots sixty eight (68) to eighty six (86), in
Block two (2) of DesPlaines Addition to
Maywood, Cook County, Illinois, which tract of
land is more particularly described as
follows: Beginning at the point of inter-
section of the South line of said Lot three
(3) in Stannard's Subdivision with the East
line of the West one thousand seven hundred
one and seventy-three hundredths (1701.73)
feet of said Northeast quarter of Section
fourteen (14) and running thence North along
said East line of West one thousand seven
hundred one and seventy-three hundredths
(1701.73) feet a distance of one thousand one
hundred twenty six and
26
thirty-one hundredths (1126.31) feet to a
point one hundred two and ten hundredths
(102.10) feet South of the point of
intersection of said East line of West one
thousand seven hundred one and seventy-three
hundredths (1701.73) feet with the Southerly
line of the one hundred (100) foot right-of-
way of the Chicago Great Western Railway Com-
pany; thence Eastward along the arc of a
circle having a radius of three hundred eighty
three (383) feet and convex Northerly a
distance of two hundred forty four and twenty-
nine hundredths (244.29) feet to a point on
said Southerly right-of-way line which is two
hundred thirty two and ten hundredths (232.10)
feet, measured on said right-of-way line,
Easterly from said point of intersection of
said right-of-way line with the East line of
the West one thousand seven hundred one and
seventy-three hundredths (1701.73) feet;
thence continuing Eastwardly along said
Southerly right-of-way line to its
intersection with the center line of the
DesPlaines River; thence Southwardly along
said center line of river to its intersection
with said South line of Lot three (3) of Stan-
nard's Subdivision and the South line of said
Northeast quarter and thence West along said
South line of Lot three (3) and along said
South line of Northeast quarter to the point
of beginning (excepting therefrom the South
three hundred (300) feet thereof), together
with a perpetual easement for ingress and
egress and any other gas utility purpose on,
over or in a strip of land fifty (50) feet in
width parallel with and adjoining the
Southerly right-of-way line of said one
hundred (100) foot railroad right-of-way
extending from said hereinabove described
property to First Avenue, Maywood.
(23) That part of the East half of the
Northeast quarter of Section eleven (11),
Township thirty eight (38) North, Range twelve
(12) East of the Third Principal Meridian,
described as follows: Beginning at a point on
the West line of said East half which is
seventy seven and twenty-five hundredths
(77.25) feet North of the point of
intersection of said West line with the
Northerly line of the eighteen (18) foot strip
of land heretofore conveyed by Mary A.
Prescott MacArthur and Robert A. MacArthur,
her husband, to the Chicago and Illinois West-
ern Railroad by deed recorded in the
Recorder's Office of Cook County, Illinois, as
Document #10718075, which point is five
hundred seventy two and thirty-seven
hundredths (572.37) feet, more or less, North
of the Southwest corner of said East half and
running thence North along said West line of
East half a distance of one hundred ten (110)
feet; thence East along a line perpendicular
to said West line of East half, which
perpendicular line is the North line of land
described herein, a distance of one hundred
seventy two (172) feet; thence South along a
line parallel with said West line of East half
a distance of fifty nine (59) feet; thence
Southwestwardly a distance of eighty five and
eighty-five hundredths (85.85) feet to a point
which is one hundred two (102) feet
27
(measured perpendicularly) South of the herein
before mentioned North line of the property
herein described, and ninety seven and sixty-
seven hundredths (97.67) feet (measured
perpendicularly) East of said West line of
East half, and thence Westwardly a distance of
ninety eight (98) feet to the point of
beginning.
(24) The Northeast quarter (except the
East fifty (50) feet thereof and except that
part thereof described as follows: Commencing
at a point where the West line of Wolf Road
intersects a line thirty three (33) feet North
of the South line of the Northeast quarter;
thence North, along the West line of said Wolf
Road, one hundred seventy five (175) feet;
thence West, parallel to the South line of
said Northeast quarter, two hundred (200)
feet; thence South, parallel to the West line
of Wolf Road, one hundred seventy five (175)
feet; thence East, parallel to the South line
of said Northeast quarter, two hundred (200)
feet to the place of beginning), of Section
thirty five (35), Township forty two (42)
North, Range eleven (11) East of the Third
Principal Meridian.
ALSO
The East ten (10) acres of the West half
of the Northwest quarter and the East half of
the Northwest quarter of Section thirty five
(35), Township forty two (42) North, Range
eleven (11) East of the Third Principal
Meridian.
ALSO
The West half (except the East ten (10)
acres thereof also except the West one hundred
(100) feet of the North two hundred (200) feet
thereof) of the Northwest quarter of Section
thirty five (35), Township forty two (42)
North, Range eleven (11) East of the Third
Principal Meridian.
ALSO
The East seventy five (75) feet of the
South one hundred ten (110) feet of the
Southeast quarter of the Northeast quarter of
Section thirty four (34), Township forty two
(42) North, Range eleven (11) East of the
Third Principal Meridian.
ALSO
The North one hundred (100) feet of that
part of the Northeast quarter of the Southeast
quarter of Section thirty four (34), Township
forty two (42) North, Range eleven (11) East
of the Third Principal Meridian, lying
Easterly of the center line of Rand Road.
ALSO
All that part of West one hundred (100)
rods of the Northwest quarter of Section
thirty six (36), Township forty two (42)
North,
28
Range eleven (11) East of the Third Principal
Meridian, which lies Easterly of Easterly line
of one hundred (100) foot right-of-way of
Minneapolis, St. Paul and Sault Ste. Marie
Railroad Company together with that part of
the North three hundred (300) feet (measured
perpendicularly) of said West one hundred
(100) rods (except West fifty (50) feet) which
lies Westerly of Westerly line of said right-
of-way.
ALSO
That part of South four hundred twenty
five (425) feet of the North seven hundred
twenty five (725) feet (both measured per-
pendicularly) of said West one hundred (100)
rods which lies Westerly of Westerly line of
said one hundred (100) foot right-of-way and
Easterly of a line one hundred (100) feet
(measured perpendicularly) Westerly of, and
parallel to, said Westerly right-of-way line.
Reserving unto the Edison Company, its
successors and assigns, and from the lien and
operation of this Indenture, a perpetual
easement for electric utility purposes on,
over or in that part of the property described
in the two preceding paragraphs lying within a
strip of land two hundred ten (210) feet in
width measured at right angles to and lying
immediately West of and adjoining the Westerly
right-of-way line of the Minneapolis, St. Paul
and Sault Ste. Marie Railroad in the Northwest
quarter of said Section thirty six (36).
(25) That part of the North half of the
Northeast quarter of Section twenty three
(23), Township forty two (42) North, Range
twelve (12) East of the Third Principal
Meridian, described as follows: Beginning at a
point in the South line of the North half of
the Northeast quarter of said Section twenty
three (23) twenty (20) rods West of the
Southeast corner thereof and running thence
North, parallel with the East line of said
North half of said Northeast quarter, one
hundred twenty five (125) feet; thence West,
parallel with the South line of said North
half of said Northeast quarter, twenty five
(25) feet; thence South, parallel with the
East line of said North half of said Northeast
quarter, one hundred twenty five (125) feet to
the South line thereof; thence East, along
said South line, twenty five (25) feet to the
point of beginning, (excepting from said
premises the South fifty (50) feet thereof in
Willow Road); also known and described as the
East twenty five (25) feet of the South one
hundred twenty five (125) feet (except the
South fifty (50) feet thereof in Willow Road)
of Lot thirteen (13) in the County Clerk's
Division of said Section twenty three (23).
(26) The West fifty (50) feet of Lot
thirty six (36) in Block eight (8) in Midland
Development Company's North Lake Village Unit
#8, being a Subdivision of the Northeast
quarter of the Northeast quarter
29
of Section thirty one (31), Township
forty (40) North, Range twelve (12)
East of the Third Principal
Meridian.
(27) The North sixteen (16) feet
of Lots twenty seven (27) and twenty
eight (28) in Montrose Lawns, being
a Subdivision of the East half of
the West half of the West half of
the Northeast quarter and the West
ten (10) acres of the East half of
the West half of the Northeast
quarter (except the North one
thousand seven hundred twenty seven
and five tenths (1727.5) feet of
said tracts) of Section thirteen
(13), Township forty (40) North,
Range twelve (12) East of the Third
Principal Meridian.
(28) Sub-Lot "A" in Cicero Gas
Company's Subdivision of Lots one
(1) to eighteen (18) and thirty
seven (37) to forty three (43)
inclusive, in Block five (5) in
Austin Park, a Subdivision of the
East half of the Southwest quarter
of Section seventeen (17), Township
thirty nine (39) North, Range
thirteen (13) East of the Third
Principal Meridian.
ALSO
Lots nineteen (19) to thirty six
(36) inclusive, together with
vacated alley adjoining, in Block
five (5) in Austin Park, being a
Subdivision of the East half of the
Southwest quarter of Section
seventeen (17), Township thirty nine
(39) North, Range thirteen (13) East
of the Third Principal Meridian.
(29) Lots fifty six (56) and
fifty seven (57) in Kedzie Avenue
Addition to Blue Island said
Addition being a Subdivision in the
Southwest quarter of the Southwest
quarter of Section thirty six (36),
Township thirty seven (37) North,
Range thirteen (13) East of the
Third Principal Meridian.
(30) That part of the North half
of the Northeast quarter of Section
twenty six (26), Township forty one
(41) North, Range thirteen (13) East
of Third Principal Meridian
described as follows: Beginning on
the North line of said North half of
the Northeast quarter at a point two
hundred eighty one and twenty
hundredths (281.20) feet East of the
Northwest corner thereof and running
thence south along a line drawn
perpendicular to said North line of
the North half of the Northeast
quarter a distance of one hundred
thirty seven and twenty-seven
hundredths (137.27) feet; thence
Southwesterly along a straight line
a distance of two hundred seventy
four and forty-five hundredths
(274.45) feet to its intersection
with a line one hundred fifty seven
(157) feet (measured along said
North line of the North half of the
Northeast quarter) East of and
parallel with the West line of said
North half of the Northeast quarter
at a point thereon which is three
hundred seventy six and seventy-six
hundredths (376.76) feet South of
30
the North line of the North half of the
Northeast quarter; thence South along a line
parallel with the West line of said Northeast
quarter to its intersection with a line two
hundred fifty (250) feet (measured per-
pendicularly) North of and parallel with the
South line of said North half of the Northeast
quarter of Section twenty six (26); thence
East along the last described parallel line a
distance of six hundred twenty seven and
seventy-nine hundredths (627.79) feet to a
point seven hundred eighty four and seventy-
nine hundredths (784.79) feet East of the West
line of said Northeast quarter; thence North
along a straight line a distance of one
hundred sixty one and two hundredths (161.02)
feet to its intersection with a line four
hundred eleven (411) feet (measured
perpendicularly) North of and parallel with
the South line of said North half of the
Northeast quarter (said point of intersection
being seven hundred seventy eight and one
hundredth (778.01) feet, measured along said
parallel line, East of the West line of said
Northeast quarter); thence East along the last
described parallel line a distance of one
thousand one hundred ninety four and thirty-
eight hundredths (1194.38) feet to its
intersection with the East line of the West
half of the Northeast quarter of the Northeast
quarter of said Section twenty six (26);
thence North along the East line of the West
half of the Northeast quarter of the Northeast
quarter to its intersection with the North
line of the Northeast quarter of said section;
thence West along said North line of the
Northeast quarter to the point of beginning.
(31) A tract of land bounded by a line
described as follows: Commencing at the
Southeast corner of the Southwest quarter of
Section nine (9), Township forty one (41)
North, Range thirteen (13) East of the Third
Principal Meridian; thence North, along the
East line of the Southwest quarter of said
Section, one hundred fifty eight (158) feet;
thence West, along a line parallel with the
South line of the Southwest quarter of said
Section, to the Easterly right-of-way line of
the Commonwealth Edison Company; thence
Southeasterly, along said Easterly right-of-
way line, to the South line of said Section;
thence East, along the South line of said
Section, to the place of beginning.
(32) The South twenty (20) feet of Lots
forty eight (48) and forty nine (49) in John
H. Curtis Subdivision of Blocks one (1) and
eight (8) of Nickerson's Subdivision of the
East half of Section six (6), Township thirty
eight (38) North, Range thirteen (13) East of
the Third Principal Meridian.
(33) The South thirty three and five
tenths (33.5) feet of Lots one (1) and two (2)
in Mike Kristich's Seventy-ninth Street
Subdivision of Lot one hundred thirty one
(131) in Frederick H. Bartlett's First
31
Addition to Frederick H. Bartlett's
Seventy-ninth Street Acres in the
Northwest quarter of Section thirty one
(31), Township thirty eight (38) North,
Range thirteen (13) East of the Third
Principal Meridian, according to the plat
of said Subdivision recorded September
12, 1951, as Document #15167992.
Real estate situated in DeKalb County,
Illinois, described as follows:
(1) That part of Section twelve (12),
Township forty (40) North, Range four (4)
East of the Third Principal Meridian,
bounded and described as follows:
Commencing at a point which is the
intersection of the North line of Lot one
(1) of Love's Subdivision of parts of
Assessor's Lots three (3) and thirty four
(34), as shown by plat recorded in the
Office of the Recorder of DeKalb County,
Illinois, on September 13, 1905, in Book
"C" of Plats, at page 66, extended East,
with the center line of State Route 23;
thence West on the North line of Lot one
(1) aforesaid three hundred fifty four
and sixty hundredths (354.60) feet, more
or less, to the Northwest corner thereof;
thence South along the West line of said
Lot one (1), one hundred fifty (150) feet
to the Southwest corner thereof being
also the North line of "Oaklands" a
Subdivision, the plat of which was
recorded in the Office of the Recorder of
DeKalb County, Illinois, on October 20,
1906, in Book "D" of Plats, at page 14;
thence West along the North line of said
0aklands, a distance of six hundred
twenty three and eighty hundredths
(623.80) feet, more or less, to a point
which is fifteen (15) feet East of the
Northwest corner of Lot six (6) of
Oaklands; thence North and parallel to
the West line of said Lot six (6), two
hundred seventy seven (277) feet; thence
West and parallel to the North line of
said Lot six (6), three hundred forty one
(341) feet to the center line of Love's
Lane; thence North along the center line
of Love's Lane, nine hundred eighty and
fifteen hundredths (980.15) feet, more or
less, to the Northwest corner of Lot "F"
as shown on the Partition Plat in F. D.
Love Estate in Court Record "N", page
377; thence Easterly along the North line
of said Lot "F" of said Plat, four
hundred sixty two and five hundredths
(462.05) feet to a point; thence
continuing along the North line of Lots
"F" and "E" of said Plat, one thousand
two hundred fifty one and five hundredths
(1251.05) feet to the center line of
State Route 23, as widened, said widening
being shown on survey filed in the Office
of the Recorder of DeKalb County,
Illinois, on July 1, 1942, as
Document #171603; thence Southerly along
the center line of State Route 23 to the
place of beginning; (excepting therefrom
the following: Commencing at the
Northwest corner of Lot one (1) of Love's
Subdivision aforesaid; thence North along
a line which is the extension North of
the West line of said Lot one (1), a
distance of two hundred thirty (230)
feet; thence East parallel to the North
line of Lot one (1) aforesaid, a distance
of three hundred ninety one and ten
32
hundredths (391.10) feet to the center line of
State Route 23; thence Southerly along the
center line of State Route 23, a distance of
two hundred thirty two and ninety-five
hundredths (232.95) feet to the extension East
of the North line of said Lot one (1); thence
West along the extended North line and the
North line of said Lot one (1), a distance of
three hundred fifty four and sixty hundredths
(354.60) feet to the place of beginning).
(2) Commencing on the South line of Block
fourteen (14) of the Original Village (now
City) of DeKalb, Illinois, as shown by the re-
corded plat thereof, at a point ninety one
(91) feet Westerly from the Southeast corner
of said Block and running thence Northerly
parallel with the East line of said Block, one
hundred thirty two (132) feet; thence Westerly
parallel with the South line of said Block,
twenty four and one-half (24-1/2) feet; thence
Southerly parallel with the East line of said
Block, one hundred thirty two (132) feet;
thence Easterly along the South line of said
Block to the place of beginning.
(3) Lot "B" in Block fifteen (15) in W. L.
Ellwood's Addition to DeKalb, as resubdivided
by plat filed for record May 7, 1912, in the
Recorder's Office of DeKalb County, Illinois,
in Book "D" of Plats at page 47, as
Document #52121, (excepting therefrom a tract
of land described as follows: Beginning on the
North line of said Block at a point one
hundred forty seven (147) feet West of the
Northeast corner thereof and running thence
East on said North line a distance of one hun-
dred forty seven (147) feet to the Northeast
corner of said Block; thence Southwesterly
along the Easterly line of said Block, fifty
five (55) feet; thence Northwesterly to the
point of beginning).
ALSO
Block two (2), (excepting the Westerly
fifteen (15) feet thereof) in Rew's Addition
to the City of DeKalb, in the Southeast
quarter of the Northeast quarter of Section
twenty three (23), Township forty (40) North,
Range four (4) East of the Third Principal
Meridian, together with vacated Market Street
lying South and adjoining.
ALSO
Lot "B" in Block three (3), in Rew's
Addition to DeKalb.
(4) Lots eleven (11) and twelve (12), in
Block three (3) in Citizen's Addition to
Genoa.
(5) The West twenty six and one-half
(26-1/2) feet of Lots one (1) and two (2) in
Block two (2) in Lattin's Addition to the
Original Town (now City) of Sycamore.
33
Real estate situated in Du Page County,
Illinois, described as follows:
(1) Part of Lot fifty five (55) of
Assessor's Subdivision of Sections seven
(7) and eight (8), Township thirty eight
(38) North, Range eleven (11) East of the
Third Principal Meridian, according to
the plat thereof recorded October 2,
1871, in Book 2 of Plats, pages 29 and
30, as Document #14481, described as
follows: Commencing at the intersection
of the West line of Main Street and the
North line of Curtiss Street in the
Village of Downers Grove, Illinois;
thence South sixty one (61) degrees
thirty three (33) minutes West one
hundred four and seven tenths (104.7)
feet to an iron stake on the South side
of said Curtiss Street for a place of
beginning; thence South zero (0) degrees
eleven (11) minutes West one hundred
sixty three and eight tenths (163.8) feet
to an iron stake on the North line of
Village Hall Lot; thence North eighty
seven (87) degrees fifty one (51) minutes
West forty four and five tenths (44.5)
feet to an iron stake; thence North three
(3) degrees forty six (46) minutes East
to the South line of Curtiss Street;
thence South eighty three (83) degrees
eleven (11) minutes East thirty three and
four tenths (33.4) feet along the South
line of Curtiss Street to the place of
beginning.
ALSO
Lot three (3) of Owners' Agreement
Plat of part of Lot fifty five (55) of
Assessor's Subdivision of Sections seven
(7) and eight (8), Township thirty eight
(38) North, Range eleven (11) East of the
Third Principal Meridian, according to
the plat thereof, recorded September 27,
1927, in Book 18 of Plats, page 12 as
Document #243771.
(2) Lot two (2) (except that part
thereof included in Hinsdale Avenue,
being a strip off the North side, twenty
(20) feet wide, measured at right angles
to the North line of said Lot) of Roth's
Subdivision of Lots two (2), five (5),
six (6), nine (9) and ten (10) in Block
two (2) in Hinsdale, in the Northwest
quarter of Section twelve (12), Township
thirty eight (38) North, Range eleven
(11) East of the Third Principal
Meridian, according to the plat thereof,
recorded October 22, 1872, in Book 2 of
Plats, page 32, as Document #15636.
(3) The West twenty one and four
tenths (21.4) feet of Lot five (5) in
Block sixteen (16) of the Plat of the
Town of Naperville, being a part of the
Southeast quarter of Section thirteen
(13), Township thirty eight (38) North,
Range nine (9) East of the Third
Principal Meridian, according to the plat
thereof, recorded February 15, 1842, as
Document #131.
(4) The East half of Lot seven (7)
and the West half of Lot eight (8) in
Block six (6) of the Town of Wheaton,
also that part of the Southwest quarter
of Section sixteen (16), Township thirty
nine (39) North,
34
Range ten (10) East of the Third
Principal Meridian, described by
commencing at a point ninety nine (99)
feet East of the Southwest corner of
Block six (6) of said Town of Wheaton;
thence East on the South line of said
Block, sixty six (66) feet to a stake;
thence south twenty nine and nine-
twelfths (29-9/12) feet to a stake;
thence in a Southwesterly direction,
sixty seven (67) feet; thence North forty
one (41) feet to the place of beginning
(excepting from all of the above
described property, the West twenty (20)
feet thereof).
Real estate situated in Grundy County,
Illinois, described as follows:
(1) Commencing at a point in the
South line of Block twenty six (26) of
Chapin's Second Addition to Morris,
Illinois, thirty four (34) feet West of
the Southwest corner of Lot two (2),
Block seventeen (17) of Chapin's Addition
to Morris, Illinois; thence West along
the South line of said Block twenty six
(26), fifty six and five tenths (56.5)
feet; thence North parallel to the West
line of said Lot two (2), fifty seven
(57) feet; thence East parallel to the
South line of said Block twenty six (26),
fifty six and five tenths (56.5) feet to
a point fifty seven (57) feet North of
the point of beginning; thence South
fifty seven (57) feet to the point of
beginning.
(2) Part of Block thirteen (13) of C.
H. and H. C. Goold's Addition to Morris,
Illinois, in the Southwest quarter of
Section four (4), Township thirty three
(33) North, Range seven (7) East of the
Third Principal Meridian, and part of the
Northwest quarter of Section nine (9),
Township thirty three (33) North, Range
seven (7) East of the Third Principal
Meridian, according to the plat recorded
April 26, 1927, in Book "C" of Plats,
page 43, as Document #91815, described
as follows: Beginning at the intersection
of the center line of the public highway
known as Canal Road with the West section
line of Section four (4); thence South
two hundred eighteen (218) feet, more or
less, along the West section lines of
said Sections four (4) and nine (9) to
the Northerly property line of the
Illinois Michigan Canal; thence Easterly
along the Northerly property line of the
Illinois Michigan Canal one hundred fifty
(150) feet; thence North to the center
line of said Canal Road thence
Southwesterly along' the center line of
said Canal Road to the point of
beginning.
(3) The North twenty five (25) feet
of the West twenty five (25) feet of Lot
thirteen (13) in Cunnea and Hynds
Subdivision of the North half of Original
Block two (2) of the Canal Trustees
Subdivision of the Southwest quarter of
Section three (3), Township thirty three
(33) North, Range seven (7) East of the
Third Principal Meridian.
(4) Beginning at a point on the
Northwest corner of Southwest Quarter of
Section seventeen (17), Township thirty
four (34) North,
35
Range seven (7) East of the Third
Principal Meridian; thence measuring in a
Southerly direction along the Western
boundary of said Section, for a distance
of four hundred five (405) feet, to a
point; thence continuing in a
Southeasterly direction at an angle of
thirty four (34) degrees two (2) minutes
left, along centerline Highway No. 27,
for a distance of six hundred thirty two
and seven tenths (632.7) feet, for the
point of beginning; thence continuing in
a Southwesterly direction at an angle of
ninety (90) degrees zero (0) minutes
right, for a distance of eighty (80)
feet, to a point; thence continuing in a
Southeasterly direction at an angle of
ninety (90) degrees zero (0) minutes
left, for a distance of twenty (20) feet,
to a point; thence continuing in an
Easterly direction at an angle of fifty
six (56) degrees thirty five (35) minutes
left, for a distance of ninety four and
five tenths (94.5) feet, to a point on
the centerline of Highway No. 27; thence
continuing in a Northwesterly direction
at an angle of one hundred twenty three
(123) degrees twenty five (25) minutes
left, along said centerline, for a
distance of seventy two and sixty-nine
hundredths (72.69) feet, to the point of
beginning.
Real estate situated in Henry County,
Illinois, described as follows:
(1) Lots one (1), two (2), sixteen
(16), seventeen (17), eighteen (18) and
nineteen (19), all in Lot two (2) in
Munson's First Addition to the Town (now
City) of Geneseo, which said premises are
more particularly described as follows:
Commencing at the corner of First Street
in said City and the alley in said Lot
two (2) in said Addition at a point one
hundred three (103) feet West of the
Northeast corner of said Lot two (2),
said Northeast corner being the Southwest
comer of First Street and Oakwood Avenue
(formerly Perry Street); thence South
parallel with said Oakwood Avenue two
hundred twenty six (226) feet; thence
East parallel with said First Street one
hundred three (103) feet to said Avenue;
thence North along the West line of said
Avenue two hundred twenty six (226) feet
to the Northeast corner of said Lot two
(2); thence West along the South line of
First Street to the place of beginning,
said parcel of land being two hundred
twenty six (226) feet North and South and
one hundred three (103) feet East and
West and in the Northeast corner of said
Lot two (2) in said Munson's First
Addition aforesaid, together with all
rights of the grantor in said alley, and
in said First Street and Oakwood Avenue.
(2) The Northwest quarter of the
Northwest quarter of the Southwest
quarter of Section twenty two (22),
Township seventeen (17) North, Range
three (3) East of the Fourth Principal
Meridian; (except a tract of land fifty
(50) feet East and West and sixty (60)
feet North and South located in the
Northwest quarter of the said Southwest
quarter, described as follows: Beginning
at a point five hundred fifty
36
six and seventy hundredths (556.70) feet
South and thirty three (33) feet East of
the Northwest corner of said Southwest
quarter of Section twenty two (22);
thence East fifty (50) feet; thence North
sixty (60) feet; thence West fifty (50)
feet; thence South along the East line of
the highway sixty (60) feet to the place
of beginning; also except a tract
described as follows: Beginning at a
point five hundred fifty six and seventy
hundredths (556.70) feet South and thirty
(30) feet East of the Northwest corner of
the Southwest quarter of Section twenty
two (22); thence East fifty (50) feet;
thence South one hundred (100)
feet thence West fifty (50) feet; thence
North along the East right-of-way of
highway, one hundred (100) feet to the
place of beginning).
Real estate situated in Kane County, Illinois,
described as follows:
(1) The South fifty one (51) feet of
Lot three (3) and all of Lots four (4),
five (5) and six (6) in Block thirty (30)
of the Original Town of Aurora, on the
East side of Fox River, in the City of
Aurora.
(2) That part of Lots two (2), three
(3), four (4), five (5), six (6) and
seven (7) in Block two (2) of Wagner's
Addition to West Aurora, lying Easterly
of the Easterly line of Chicago,
Burlington and Quincy Railroad Company.
Also the vacated portion of River Street,
lying Westerly of a line that begins in
the Northerly line of First Street, seven
(7) feet Easterly of the Westerly line of
South River Street as the same is
platted, and running thence in a straight
line in a Northerly direction to the
intersection of said Westerly line of
River Street and Southerly line of Lot
three (3) in Block two (2) of said
Wagner's Addition in the City of Aurora.
ALSO
That part of Block one (1) of
Holbrook's Addition to West Aurora, lying
South of the Southerly line of North
Avenue; also Lots two (2), three (3),
four (4), five (5), six (6), seven (7)
and eight (8) in Block one (1) and Lot
one (1) in Block six (6) of Wagner's
Addition to West Aurora, and that part of
vacated First Street in said Wagner's
Addition, lying East of the Easterly line
of River Street, all in the City of
Aurora.
(3) Lots six (6) and seven (7) of the
Northeast quarter of Section twenty eight
(28), Township thirty eight (38) North,
Range eight (8) East of the Third
Principal Meridian, including also such
portion of "Hurd's Island", which said
Lots comprise, as lies in the Southeast
quarter of Section twenty one (21),
Township and Range aforesaid, according
to the Assessor's Map for the year 1885,
all in the City of Aurora (excepting
therefrom that part lying Southeasterly
of the Northwesterly line of the premises
conveyed to the Chicago, Burlington
37
and Quincy Railroad Company, by deed recorded
August 18, 1914, as Document #141430, in Book
579, page 352).
ALSO
A strip of land connecting "Hurd's Island"
with the North Avenue Bridge together with all
additions, accretions and made land that are
now a part and parcel of said "Hurd's Island",
and particularly that part of said "Hurd's
Island" that has been built up and added to on
the Northerly end thereof, in the City of
Aurora (excepting therefrom that part lying
Southeasterly of the Northwesterly line of the
premises conveyed to the Chicago, Burlington
and Quincy Railroad Company by deed recorded
August 18, 1914, as Document #141430, in Book
579, page 352).
(4) The Westerly twenty two and one-half
(22-1/2) feet of Lot five (5) in Block two (2)
of Assessor's Second Addition to the Town (now
City) of Batavia.
(5) Part of the North half of Section
twenty five (25), Township forty one (41)
North, Range eight (8) East of the Third
Principal Meridian described as follows:
Beginning at a point in the North line of said
Section twenty five (25) three hundred seventy
two and nine tenths (372.9) feet Westerly from
the Northeast corner of the West half of the
Northeast quarter of said Section twenty five
(25); thence South zero (0) degrees forty nine
(49) minutes West along the center line
extended and the center line of St. Charles
Road a distance of five hundred fifty (550)
feet; thence West in a line at right angles to
the center line of St. Charles Road and its
Northerly extension a distance of one hundred
seventeen (117) feet; thence South in a line
making an angle of ninety (90) degrees with
the last described course (as measured from
East to South) a distance of ninety five (95)
feet; thence East in a line making an angle of
ninety (90) degrees with the last described
course (as measured from North to East) a
distance of one hundred seventeen (117) feet
to the center line of the aforesaid St.
Charles Road; thence South zero (0) degrees
forty nine (49) minutes West along the center
line of St. Charles Road four hundred seven
(407) feet to the Easterly line of the right-
of-way of the Chicago Milwaukee & St. Paul
Railway Company; thence Northwesterly along
said Easterly line of said Railway Company to
the North line of said Section twenty five
(25); thence East along said North line nine
hundred eighteen and twenty hundredths
(918.20) feet more or less to the place of
beginning.
(6) That part of Lots five (5) and six (6)
in Block three (3) of O. Davidson's Addition
to Elgin, lying Easterly of a line drawn from
a point in the North line of Lot five (5)
aforesaid, two hundred fifteen
38
(215) feet Westerly of the Westerly line of
Grove Avenue to a point in the South line of
Lot six (6) aforesaid, two hundred fifteen
(215) feet Westerly of the Westerly line of
Grove Avenue in the City of Elgin, (excepting
that part, if any, lying within the right-of-
way of the Chicago, Aurora and Elgin Railway
Company).
(7) That part of Sections three (3), four
(4) and ten (10), Township forty one (41)
North, Range eight (8) East of the Third
Principal Meridian, described as follows:
Beginning at the intersection of the center
line of the Crystal Lake Road and the North
line of the right-of-way of the Chicago,
Milwaukee, St. Paul and Pacific Railroad:
thence South eighty nine (89) degrees nineteen
(19) minutes West along said North line, two
hundred fifty (250) feet for a point of
beginning; thence continuing West along said
North line of the right-of-way of the Chicago,
Milwaukee, St. Paul and Pacific Railroad, one
thousand one hundred ninety six and seventy
hundredths (1196.70) feet to the center line
of the Huntley Road; thence North fifty eight
(58) degrees thirty eight (38) minutes West
along center line of said Road, nine hundred
eighty two and fifty hundredths (982.50) feet;
thence North fourteen (14) degrees nine (9)
minutes East one thousand six hundred sixty
six and thirty hundredths (1666.30) feet;
thence South eighty nine (89) degrees thirty
three (33) minutes East one thousand eight
hundred eighteen and eighty hundredths
(1818.80) feet to the center line of Crystal
Lake Road; thence South one (1) degree thirty
eight (38) minutes East along the center line
of said Road, one thousand seven hundred
ninety six and twenty hundredths (1796.20)
feet; thence West parallel to said North line
of the right-of-way of the Chicago, Milwaukee,
St. Paul and Pacific Railroad a distance of
two hundred fifty (250) feet; thence South
parallel to said center line of Crystal Lake
Road to the place of beginning; subject,
however, to the rights of the public in and to
any part thereof dedicated for streets or
highways.
(8) That part of Lot five (5) in Block
forty five (45) of the Original Town of St.
Charles, described as follows: Beginning at
the Southwest corner of said Lot five (5);
thence Easterly along the Southerly line of
said Lot, twenty two (22) feet; thence
Northerly parallel to the Westerly line of
said Lot five (5), one hundred twenty two
(122) feet to a private alley; thence Westerly
parallel with the Southerly line of said Lot
to the Westerly line of said Lot; thence
Southerly along the Westerly line of said Lot
one hundred twenty two (122) feet to the
Southwest corner of said Lot and the place of
beginning.
(9) That part of the North half of Lot
twelve (12) of the Southeast quarter of
Section twenty two (22), Township forty two
(42) North, Range eight (8) East of the Third
Principal Meridian, as shown by the Assessor's
Map of Dundee for the year 1885, described as
follows:
39
Beginning at a point on the West line of
said Lot twelve (12) at a distance of
eight (8) feet North of the Southwest
corner of the North half of said Lot
twelve (12); thence running North on said
West line of said Lot for a distance of
fifteen (15) feet; thence East parallel
with the North line of said Lot, ten (10)
feet; thence South parallel with the West
line of said Lot, fifteen (15) feet;
thence West ten (10) feet to the place of
beginning.
Real estate situated in Kankakee County,
Illinois, described as follows:
(1) That part of the East half of the
Southeast quarter of Section seventeen
(17), Township thirty one (31) North,
Range twelve (12) East of Third Principal
Meridian, described as follows: Beginning
at the point of intersection of the
Westerly line of the two hundred (200)
foot right-of-way of the Illinois Central
Railroad Company with the South line of
said Southeast quarter and running thence
West along said South line a distance of
one hundred twenty two and fifty-one
hundredths (122.51) feet; thence North,
perpendicular to said South line, a
distance of one hundred twenty five (125)
feet; thence East and parallel with said
South line a distance of one hundred
forty and forty-six hundredths (140.46)
feet to said Westerly right-of-way line
and thence Southwardly along said
Westerly right-of-way line a distance of
one hundred twenty six and twenty-eight
hundredths (126.28) feet to the point of
beginning, (excepting therefrom that part
thereof conveyed by Thomas A. Legris and
Evangeline P. Legris, his wife, to
Illinois Central Railroad Company by War-
ranty Deed dated June 25, 1929, and
recorded July 8, 1929, in Book 381, page
117).
(2) Lot one (1), Block one (1),
Brookmont River Subdivision, as platted
November 30, 1928, recorded in Plat Book
E, page 19, Records of Kankakee County,
Illinois.
(3) Lots one (1) through seven (7),
inclusive; Lots ten (10) through sixteen
(16), inclusive; together with that part
of the vacated alley lying between said
Lots, all in Block two (2) in Associate's
North Addition to the Town of Kankakee
City.
ALSO
That part of vacated North Chicago
Avenue lying North of Cypress Street for
a distance of one block North to the
South line of First Street, also called
Birch Street, in Associate's North
Addition to the Town of Kankakee City,
bounded and described as follows:
Commencing at the intersection of the
Easterly line of vacated Chicago Avenue
with the Southerly line of Birch Street,
thence Southerly along the Easterly line
of vacated Chicago Avenue one hundred and
seven tenths (100.7)
40
feet; thence deflecting thirty eight (38)
degrees and forty five (45) minutes to the
right measure Southwesterly seventy nine and
nine tenths (79.9) feet; thence deflecting
thirty eight (38) degrees and forty five (45)
minutes to the left measure Southerly one
hundred twenty two and one tenth (122.1) feet;
thence deflecting twenty nine (29) degrees and
two (2) minutes to the left measure
Southeasterly seventy four and two tenths
(74.2) feet to a point which is fourteen (14)
feet (measured at right angles) Westerly of
the Easterly line of vacated Chicago Avenue,
at a point which is three hundred fifty (350)
feet South of the point of beginning; thence
deflecting one hundred nineteen (119) degrees
and two (2) minutes to the right measure
Westerly fifty six (56) feet to the Westerly
line of vacated Chicago Avenue; thence
deflecting ninety (90) degrees to the right
measure Northerly three hundred fifty (350)
feet along the Westerly line of vacated
Chicago Avenue to its intersection with the
Southerly line of Birch Street; thence
deflecting ninety (90) degrees to the right
measure Easterly seventy (70) feet along the
Southerly line of Birch Street produced to the
point of beginning.
(4) That part of the West half of Section
eighteen (18), Township thirty (30) North,
Range thirteen (13) West of the Second
Principal Meridian, described as follows:
Beginning at a point on the West line of said
Section eighteen (18), said point being the
East quarter corner of Section thirteen (13),
Township thirty (30) North, Range fourteen
(14) West of the Second Principal Meridian,
and running thence Southward, along the true
West line of the Southwest quarter of said
Section eighteen (18), a distance of two
hundred sixty three and sixty-six hundredths
(263.66) feet to its intersection with the
North line of a public highway as the same is
now occupied and monumented, said intersection
being three and eighty-seven hundredths (3.87)
feet East of the West line of said Southwest
quarter as the same is now occupied to the
North of said highway; and also being two
thousand nine hundred twenty nine and sixty
hundredths (2929.60) feet, more or less, South
of the Northeast corner of said Section
thirteen (13); thence Eastward, along said
North line of public highway, a distance of
nine hundred forty seven and thirteen
hundredths (947.13) feet to its intersection
with the center line of a drainage ditch as
excavated and monumented, said last
intersection being nine hundred fifty one
(951) feet East of the above mentioned West
line of Southwest quarter as occupied; thence
Northward, along a straight line and along
said center line of ditch, a distance of eight
hundred seventy five and seven hundredths
(875.07) feet to its intersection with a line
eight hundred seventy five (875) feet measured
perpendicularly North of and parallel to said
North line of highway; thence Westward, along
said parallel line, a distance of nine hundred
twenty five and ninety-seven hun-
41
dredths (925.97) feet to its intersection
with the West line of the Northwest
quarter of said Section eighteen (18);
and thence Southward, along said West
line of the Northwest quarter, a distance
of six hundred eleven and forty-two
hundredths (611.42) feet to the point of
beginning.
(5) The North seventy five (75) feet
of the South three hundred seventy five
(375) feet of the East five (5) acres of
the West six (6) acres of the Southeast
quarter of the Southwest quarter of
Section thirty four (34), Township thirty
one (31) North, Range twelve (12) East of
the Third Principal Meridian, subject to
West thirty three (33) feet thereof
reserved for roadway purposes.
ALSO
A perpetual right, easement,
permission and authority to install,
operate, use, maintain, relocate, renew
and remove a roadway, gas, water and
sewer mains and telephone lines, together
with necessary appurtenances and fixtures
upon, over, under and across the West
thirty three (33) feet of the South three
hundred (300) feet of the East five (5)
acres of the West six (6) acres of the
Southeast quarter of the Southwest
quarter of Section thirty four (34),
Township thirty one (31) North, Range
twelve (12) East of the Third Principal
Meridian.
(6) The North twenty five (25) feet
of the West twenty five (25) feet of Lot
seven (7) in Block thirty five (35) in
the Subdivision of a part of the
Northwest fractional quarter of Section
six (6), Township thirty (30) North,
Range thirteen (13) West of the Second
Principal Meridian, and a part of the
Northeast fractional quarter of Section
one (1), Township thirty (30) North,
Range fourteen (14) West of the Second
Principal Meridian, as platted by Len
Small, July 26, 1902, Plat recorded
October 27, 1902, in Book of Plats "C" at
page 18, Records of Kankakee County,
Illinois, being the Second West Kankakee
Subdivision.
(7) The East forty five (45) feet of
Lots one (1) and four (4) in Block
seventeen (17) in the Town of Kankakee
City, subject to the rights of the public
to use the South ten (10) feet of said
Lot four (4) for alley purposes.
Real estate situated in Lake County, Illinois,
described as follows:
(1) The North two hundred thirty
three (233) feet of the East two hundred
thirty three (233) feet of the Southeast
quarter of the Northeast quarter of
Section twenty three (23), Township forty
five (45) North, Range nine (9) East of
the Third Principal Meridian, (excepting
therefrom the West one hundred fifty
(150) feet of the North one hundred five
(105) feet thereof).
42
Real estate situated in LaSalle County,
Illinois, described as follows:
(1) All that part of the North
fraction of Section fourteen (14),
Township thirty three (33) North, Range
four (4) East of the Third Principal
Meridian, described as follows: Beginning
at a point on the Southerly line of the
Southerly Reserve of the Illinois and
Michigan Canal which is North seventy
three (73) degrees seventeen (17) minutes
twenty (20) seconds West four hundred
fifty six and eighty-five hundredths
(456.85) feet from a stone monument at
the intersection of said Southerly
Reserve line with the East line of the
Southeast fractional quarter of said
Section fourteen (14) (said stone monu-
ment being South six (6) minutes ten (10)
seconds West five hundred twenty eight
and thirty-four hundredths (528.34) feet
from another stone monument at the
Northeast corner of said Southeast
fractional quarter of Section fourteen
(14)) and running thence South sixteen
(16) degrees forty two (42) minutes forty
(40) seconds West forty and eleven
hundredths (40.11) feet to the Northerly
line of the former right-of-way of the
Chicago, Ottawa and Peoria Railroad Com-
pany; thence Northwestwardly, along said
Northerly right-of-way line, being the
arc of a circle having a radius of one
thousand nine hundred thirty five and
eight hundredths (1935.08) feet and
convex Northerly, to its intersection
with said Southerly line of said Canal
Reserve; and thence South seventy three
(73) degrees seventeen (17) minutes
twenty (20) seconds East, along said
Southerly Reserve line, to the point of
beginning.
(2) Lots ten (10), eleven (11),
twelve (12) and thirteen (13), in Block
forty four (44), in the Original Town of
Mendota, located in the Southwest quarter
of Section thirty three (33), Township
thirty six (36) North, Range one (1) East
of the Third Principal Meridian.
(3) A part of the Northwest
fractional quarter of Section four (4),
Township thirty five (35) North, Range
one (1) East of the Third Principal
Meridian, described as follows:
Commencing at a point on the North line
of said fractional Northwest quarter
which is two thousand twenty three (2023)
feet East of the Northwest corner of said
Section four (4); thence Southerly at an
angle of ninety one (91) degrees twenty
six (26) minutes measured counter-
clockwise from the said North line of
said Northwest quarter, a distance of six
hundred eighty three and twenty
hundredths (683.20) feet; thence Easterly
at an angle of ninety two (92) degrees
two (2) minutes measured clockwise from
the last described course a distance of
four hundred eighty three (483) feet to a
point on the West right-of-way line of
the Chicago, Milwaukee, St. Paul and
Pacific Railroad Company; thence
Northerly along the said West right-of-
way line to its intersection with the
said North line of said Northwest quarter
of Section four (4); thence Westerly
along the said North line of said
Northwest quarter
43
of Section four (4) to the place of beginning;
(excepting therefrom the property of the
Natural Gas Pipe Line Co. of America,
described in a warranty deed recorded in the
Office of the Recorder of LaSalle County,
Illinois, in Book 861 of Deeds, at page 111,
described as follows: Beginning at a point two
thousand four hundred ten and fifty hundredths
(2410.50) feet East of said Northwest corner
of Section four (4), said point being the
intersection of the North and South fence line
with the North line of said Section four (4);
thence South one (1) degree thirty (30)
minutes East fifty (50) feet to a point;
thence East ninety five and fifty hundredths
(95.50) feet to a point; thence North one (1)
degree thirty (30) minutes West fifty (50)
feet to a point; thence West ninety five and
fifty hundredths (95.50) feet to the place of
beginning).
(4) The following described real estate
situated in a Subdivision of the Southwest
fractional quarter of Section eleven (11),
Township thirty three (33) North, Range three
(3) East of the Third Principal Meridian, in
the City of Ottawa, viz: That portion of
Outlots sixty one (61) (except the North ten
and one-half (10-1/2) feet thereof), sixty two
(62), sixty three (63) and sixty four (64)
lying Westerly of a line drawn parallel with
and two hundred sixty three and five tenths
(263.5) feet East of the East line of Walker
Street in the City of Ottawa, lying South of
the switch track of the Chicago, Burlington &
Quincy Railroad Company and East of the East
line of Walker Street; also, that portion of
Outlots sixty five (65) sixty six (66), sixty
seven (67), sixty eight (68), sixty nine (69),
seventy (70) and seventy one (71) which lies
East of the East line of Walker Street in the
City of Ottawa, (excepting therefrom the East
fifty (50) feet of each of said Outlots).
(5) That part of Lot three (3) in the
Southwest quarter of Section one (1), Township
thirty three (33) North, Range three (3) East
of the Third Principal Meridian, according to
the plat thereof recorded in Plat Book "F",
page 32, described as follows: Beginning at
the Southwest corner of said Lot three (3) and
running thence North zero (0) degrees thirteen
(13) minutes West along the West line of said
Lot three (3), three hundred fifty four and
five tenths (354.5) feet; thence North eighty
nine (89) degrees two (2) minutes East four
hundred seventy five (475) feet for a place of
beginning; from said place of beginning
running thence South zero (0) degrees eleven
(11) minutes East three hundred thirty nine
and one tenth (339.1) feet to a point; thence
North eighty nine (89) degrees two (2) minutes
East on a line parallel with and fifteen and
four tenths (15.4) feet North of the South
line of said above described Lot three (3), a
distance of three hundred sixty five and two
tenths (365.2) feet to a point on the West
line of the Dayton Road (now Champlain St.);
thence
44
North six (6) degrees forty two (42) minutes
East along the West line of Champlain St.
three hundred forty one and seventy-one
hundredths (341.71) feet to a point where the
West line of Champlain St. intersects the
North line of that part of Lot three (3)
conveyed to the State of Illinois by Special
Warranty Deed recorded in Book 788, page 20,
produced East; thence South eighty nine (89)
degrees two (2) minutes West four hundred six
and nineteen hundredths (406.19) feet to the
place of beginning.
(6) The East twenty five (25) feet of the
South twenty two (22) feet of the North thirty
eight (38) feet of Lot five (5), in Block four
(4) in Allen's Addition to Ottawa according to
the Plat recorded September 9, 1887, in Book
"E", page 28.
(7) That part of the North half of the
Southwest fractional quarter of Section
eighteen (18), Township thirty three (33)
North, Range four (4) East of the Third
Principal Meridian, lying South of the North
line of said Southwest fractional quarter
South of the center of State Aid Route No. 15,
and North of the South line of the abandoned
road in Fall River Township, more particularly
described as follows: Beginning at the
Northwest corner of the Southwest quarter of
said Section eighteen (18), thence South on
the West line of said Section eighteen (18), a
distance of two hundred thirty and eight
tenths (230.8) feet to a point; thence South
thirty one (31) degrees fifty two (52) minutes
East, one hundred two and four tenths (102.4)
feet to a point; thence South twenty seven
(27) degrees forty five (45) minutes East
fifty seven and seven tenths (57.7) feet to a
point; thence South fifty three (53) degrees
three (3) minutes East three hundred ninety
five and one tenth (395.1) feet to a point;
thence South forty seven (47) degrees forty
nine (49) minutes East ninety and six tenths
(90.6) feet to a point; thence South seventy
nine (79) degrees zero (0) minutes East sixty
eight and one tenth (68.1) feet to the center
of the Black Top Road, also State Aid Route
No. 15; thence along the center line of said
Road the following courses and distances;
thence North thirty (30) degrees three (3)
minutes West one hundred (100) feet to a
point; thence North twenty seven (27) degrees
forty one (41) minutes West three hundred
eighty eight and six tenths (388.6) feet to a
point; thence North thirty three (33) degrees
twenty one (21) minutes West one hundred (100)
feet to a point; thence North forty three (43)
degrees three (3) minutes West one hundred
(100) feet to a point; thence North fifty four
(54) degrees eighteen (18) minutes West one
hundred (100) feet to a point; thence North
sixty five (65) degrees thirty one (31)
minutes West eighty three and five tenths
(83.5) feet to the North line of said
Southwest quarter; thence West eighteen and
eight tenths (18.8) feet to the place of
beginning.
45
(8) The West thirty (30) feet of the East
thirty six (36) feet of Lot nine (9) in Block
six (6) in Day's Addition to Ottawa in the
East half of the Northeast quarter of Section
fourteen (14), Township thirty three (33)
North, Range three (3) East of the Third
Principal Meridian.
(9) The South thirty five (35) feet of the
West twenty five (25) feet of Lot two (2) in
Block six (6) in Norris' Addition to Ottawa in
the East fractional half of the Southeast
fractional quarter of Section ten (10),
Township thirty three (33) North, Range three
(3) East of the Third Principal Meridian
according to the plat thereof recorded May 8,
1852, in Book "A" of Plats, page 32.
(10) The South twenty five (25) feet of
the East thirty five (35) feet of Lot three
(3) in Block thirteen (13), in Champlin's
Addition to the City of Ottawa, a subdivision
in Section two (2), Township thirty three (33)
North, Range three (3) East of the Third
Principal Meridian.
(11) Commencing at the point of
intersection of the North line of Lot nine
(9), Block fifty two (52), Old Town of
Streator with the East line of the Southwest
quarter of the Southeast quarter of Section
twenty six (26), Township thirty one (31)
North, Range three (3) East of the Third
Principal Meridian which point of intersection
is eleven (11) feet Southeast of the Northwest
corner of said Lot nine (9); thence North on
the East line of the Southwest quarter of the
Southeast quarter of said Section twenty six
(26), one hundred twenty four (124) feet;
thence West at right angles to the East line
of said Southwest quarter of the Southeast
quarter of said Section twenty six (26),
seventy seven and seven tenths (77.7) feet;
thence South parallel to the East line of the
Southeast quarter of the Southwest quarter of
said Section twenty six (26), one hundred
fourteen and eight tenths (114.8) feet; thence
South seventy eight (78) degrees eight (8)
minutes West, three hundred six (306) feet;
thence North thirty one (31) degrees thirty
five (35) minutes West, forty five and sixteen
hundredths (45.16) feet; thence South seventy
nine (79) degrees zero (0) minutes West,
thirty eight (38) feet; thence South thirty
one (31) degrees zero (0) minutes West, twenty
eight (28) feet; thence South seventy seven
(77) degrees fifty five (55) minutes West, one
hundred ninety and five tenths (190.5) feet;
thence South eight (8) degrees five (5)
minutes East, two hundred eighty (280) feet to
the center line of the Vermillion River;
thence in an Easterly and Northeasterly
direction along the center line of the
Vermillion River a distance of six hundred
fifteen (615) feet more or less to its
intersection with the East line of the
Southwest quarter of the Southeast quarter of
said Section twenty six (26); thence North
along the East line of the Southwest quarter
of the Southeast quarter of said Section
twenty six (26), one hundred forty five (145)
feet to its
46
intersection with the South line of Lot
nine (9), Block fifty two (52), Old Town
of Streator, Illinois; thence Southwest
along the South line of said Lot nine
(9), sixty four (64) feet to the
Southwest corner of said Lot nine (9);
thence Northeasterly along the West line
of said Lot nine (9) to the Northwest
corner thereof; thence Southeast along
the North line of said Lot nine (9),
eleven (11) feet to the place of
beginning, the East line of the Southwest
quarter of the Southeast quarter of
Section twenty six (26) having an assumed
North and South bearing for the purpose
of this description.
(12) Commencing at the Northwest
corner of Section thirty (30) Township
thirty one (31) North, Range four (4)
East of the Third Principal Meridian;
thence East along the North line of said
Section thirty (30) a distance of ninety
seven and eighty-three hundredths (97.83)
feet; thence South parallel to the West
line of said Section thirty (30) a
distance of ninety and ninety-one
hundredths (90.91) feet; thence West
parallel to the North line of said
Section thirty (30) to the West line
thereof; thence North along the West line
of said Section thirty (30) to the place
of beginning.
(13) The South twenty (20) feet of
the West fifteen (15) feet of Lot three
(3) in Block eighty four (84) in the
Vermillion Coal Company's Addition to
Streator, situate in the City of
Streator, in the Northwest quarter of
Section thirty six (36), Township thirty
one (31) North, Range three (3) East of
the Third Principal Meridian, excepting
coal and other minerals underlying the
surface thereof.
(14) The West twelve (12) feet of Lot
five (5); also, the East eighteen (18)
feet of the West thirty (30) feet of the
South thirty (30) feet of Lot five (5),
all in Block four (4) in Dinsmore's
Addition to Streator, being a subdivision
in the Northwest quarter of Section
twenty five (25), Township thirty one
(31) North, Range three (3) East of the
Third Principal Meridian, excepting coal
and other minerals underlying the surface
thereof.
Real estate situated in Lee County, Illinois,
described as follows:
(1) All of Block eight (8) and twenty
five (25) feet off from the East side of
Madison Street on the West side of Block
eight (8) and between First Street and
River Street in the City of Dixon,
formerly Original Town of Dixon,
(excepting that part of said Block eight
(8) described as follows, to-wit:
Commencing at the Southeast corner of
Block eight (8), running thence Westerly
on the South line of said Block, two
hundred thirty five (235) feet; thence
Northerly at right angles to last named
line one hundred fifty (150) feet; thence
Easterly at right angles to last named
line sixty (60) feet; thence Northerly at
right angles to last named line to the
North line of said
47
Block eight (8); thence Easterly to the
Northeast corner of said Block eight (8)
and thence Southerly to the place of
beginning).
(2) Lot one (1) and all that part of
Lot two (2) lying East of the Illinois
Central Railroad Company right-of-way,
all in Block ten (10) in the Town (now
City) of Dixon, according to the recorded
plat of said Town, as recorded in the
Office of the Recorder of Lee County,
Illinois in Book "A" of Deeds, at page
62, and also to Assessor's Plat thirteen
(13), recorded in the Office of the
Recorder of Lee County, Illinois, in Book
"B" of Plats, at page 25.
Real estate situated in Livingston County,
Illinois, described as follows:
(1) The East twenty five (25) feet of the North fifty five
(55) feet of the Northwest quarter of Section
sixteen (16), Township thirty (30) North,
Range seven (7) East of the Third Principal
Meridian.
(2) Lots three (3), four (4), five
(5), six (6), seven (7) and eight (8) in
Block twenty one (21) in Fell's Addition
to Pontiac, being located on a part of
the East half of the Southwest quarter of
Section twenty two (22), Township twenty
eight (28) North, Range five (5) East of
the Third Principal Meridian, according
to the plat thereof recorded in Book "D",
page 392.
ALSO
Lots thirteen (13), fourteen (14),
fifteen (15) and sixteen (16) in Block
twenty (20) in Fell's Addition to
Pontiac, being located on a part of the
East half of the Southwest quarter of
Section twenty two (22), Township twenty
eight (28) North, Range five (5) East of
the Third Principal Meridian.
(3) The North twenty five (25) feet
of the East half of the Southwest quarter
of Block sixteen (16) in Pontiac, being
located on a part of the East half of the
Northeast quarter of Section twenty two
(22), Township twenty eight (28) North,
Range five (5) East of the Third
Principal Meridian together with an
easement for ingress and egress thereto
over the West ten (10) feet of the East
half of the Southwest quarter of said
Block sixteen (16) South of the property
herein conveyed.
(4) That part of Lot two (2) as said
Lot is shown by the plat of the
Subdivision records in the Recorder's
Office in Livingston County, Illinois,
made by D. J. Stanford, County Surveyor,
of said Livingston County, from survey
made September 24th to 28th A.D. 1908, of
a part of the South half of Section
eleven (11) and a part of the North half
of Section fourteen (14) all in Township
twenty eight (28) North, Range five (5)
East of the Third Principal Meridian
bounded and described as follows:
Commencing in the East line of Aurora
Street (sixty six (66) feet wide) at a
point which is seventy six (76) feet
South of the intersection of said East
line of Aurora Street with the North line
of the
48
former Bloomington, Pontiac & Joliet
Electric Railroad right-of-way, being the
Northwesterly line of said Lot two (2);
thence West, at right angles to said East
line of Aurora Street, thirty three (33)
feet to the West line of the Northwest
quarter of said Section fourteen (14)
(being a center line of Aurora Street);
thence South along said West line, twenty
five (25) feet; thence East, at right
angles to said West line, fifty eight
(58) feet; thence North, at fight angles,
twenty five (25) feet; thence West, at
right angles, twenty five (25) feet to
the place of beginning.
Real estate situated in McHenry County,
Illinois, described as follows:
(1) All that part of the Southeast
quarter of the Southwest quarter of
Section two (2), Township forty five (45)
North, Range five (5) East of the Third
Principal Meridian, bounded and described
as follows, to-wit: Commencing at the
Northeast corner of the said Southeast
quarter of the Southwest quarter of
Section two (2) and in the center of the
highway and running thence South along
the center of the highway, fifty (50)
feet; thence West on a line parallel with
the North line of said Southeast quarter
of the Southwest quarter of Section two
(2), one hundred thirty three (133) feet;
thence North fifty (50) feet, more or
less, to a point on said North line that
is one hundred thirty three (133) feet
West of the place of beginning; thence
East along said North line, one hundred
thirty three (133) feet to the place of
beginning.
(2) All that part of the Northwest
quarter of the Southeast quarter of
Section thirty five (35), Township forty
five (45) North, Range eight (8) East of
the Third Principal Meridian, bounded and
described as follows, to-wit: Commencing
at the Southwest corner of the said
Northwest quarter of the Southeast
quarter, and running thence East along
the South line of said Northwest quarter
of the Southeast quarter, forty four and
five tenths (44.5) feet to the East line
of the highway, for a place of beginning;
thence East along said South line one
hundred thirty two (132) feet; thence
North parallel with the East line of said
highway sixty six (66) feet; thence West
parallel with said South line of said
Northwest quarter of the Southeast
quarter, one hundred thirty two (132)
feet to said East line of said highway;
thence South along said East line of said
highway, sixty six (66) feet to the place
of beginning.
(3) Lots one (1), two (2), three (3)
and four (4) in Block three (3) and the
North seven (7) feet of vacated Taft
Street from the West line of Amsterdam
Street to the West line, if extended, of
said Lot four (4), all being in D. F.
Quinlan's Addition to the City of
Woodstock, according to the plat thereof,
recorded in the Recorder's Office of
McHenry County, Illinois, in Book 3 of
Plats, page 38.
49
Real estate situated in Ogle County, Illinois,
described as follows:
(1) Part of the Northwest quarter of
the Northwest quarter of Section thirty
five (35), Township twenty four (24)
North, Range nine (9) East of the Fourth
Principal Meridian, described as follows:
Beginning at the Northwest corner of the
Northwest quarter of said Section thirty
five (35) and running thence East one
hundred thirty two (132) feet; thence
South forty (40) feet; thence West one
hundred thirty two (132) feet to the
Section line and thence North forty (40)
feet to the place of beginning.
(2) A part of the Subdivision of Lot
two (2) of the fractional Northeast
quarter of Section four (4), Township
twenty three (23) North, Range ten (10)
East of the Fourth Principal Meridian,
described as follows: Commencing at a
point on the center line of the public
road which is six hundred fifty (650)
feet Southeasterly along the center line
of said road from a point which is the
intersection of the center line of said
road and the West quarter Section line;
thence Southerly, parallel with said
quarter Section line, one hundred eighty
four (184) feet to a point; thence
Easterly, at an angle of ninety (90)
degrees zero (0) minutes measured
clockwise from the last described course,
seventy five (75) feet to a point; thence
Northerly, parallel with said quarter
Section line, one hundred seventy seven
and ten hundredths (177.10) feet, more or
less, to the center line of said road;
thence Northwesterly, along the center
line of said road, seventy five and
thirty hundredths (75.30) feet, more or
less, to the point of beginning.
(3) Lot nine (9) in Block eight (8)
in Potter's Addition to the City of
Oregon.
(4) Lot eight (8) in Block seven (7)
in Cutt's Addition to the Town (now City)
of Polo.
Real estate situated in Whiteside County,
Illinois, described as follows:
(1) Commencing at the point of
intersection of the East line of Jackson
Street and the Northerly right-of-way
line of the Chicago and North Western
Railway, in the City of Morrison; thence
North, on said East line of Jackson
Street, one hundred eighty (180) feet;
thence East, perpendicular to the last
described course, two hundred sixty (260)
feet; thence Southeasterly, at an angle
of one hundred two (102) degrees forty
three (43) minutes measured counter-
clockwise from the last described course,
two hundred two and fifteen hundredths
(202.15) feet to said Northerly right-of-
way line of the Chicago and North Western
Railway; thence Westerly, on said
Northerly right-of-way line, three
hundred five (305) feet to the place of
beginning.
50
(2) Lots seven (7) and eight (8) in Block
twenty one (21) in the City of Morrison.
(3) The East half of the Northwest quarter
of Section thirty five (35) and that part of
the East half of the Southwest quarter of
Section twenty six (26) which lies South of
the center of the public highway between Rock
Falls and Dixon, Illinois, said last named
tract being known as Lot six (6) of the
Southwest quarter of Section twenty six (26),
all in Township twenty one (21) North, Range
seven (7) East of the Fourth Principal
Meridian, (except the following described
tract: Commencing at a point on the West line
of the East half of the Southwest quarter of
Section twenty six (26), four hundred eighty
four and twenty-five hundredths (484.25) feet
North of the Southwest corner of said East
half of the Southwest quarter of Section
twenty six (26) and extending thence North,
along said West line eight hundred seventeen
and seventy-five hundredths (817.75) feet to
the center line of Rock Island Road; thence
extending Southeasterly, along said center
line at an angle of sixty six (66) degrees
thirty seven (37) minutes measured counter-
clockwise from the last described course, four
hundred thirty five and seventy-nine hundredths
(435.79) feet; thence South, at an angle of
one hundred thirteen (113) degrees twenty
three (23) minutes measured counter-clockwise
from the last described course, six hundred
forty four and seventy-nine hundredths
(644.79) feet; thence West, perpendicular to
the last described course, four hundred (400)
feet to the place of beginning, also excepting
therefrom the South six hundred (600) feet of
the East half of the Northwest quarter of said
Section thirty five (35)).
(4) Lot sixteen (16) in plat of Emmons
Place, being a Subdivision of the Southeast
part of Lot ten (10) of the Northeast quarter
of Section twenty seven (27), Township twenty
one (21) North, Range seven (7) East of the
Fourth Principal Meridian.
(5) That part of the Northwest fractional
quarter of Section twenty eight (28), Township
twenty one (21) North, Range seven (7) East of
the Fourth Principal Meridian, described as
follows: Beginning at a point where a line
drawn nineteen (19) feet West of and parallel
with the center line of Bass Street in
Wallace's Second Addition to Sterling,
extended, crosses the South line of Miller
Street; thence Easterly along the South line
of Miller Street two hundred (200) feet;
thence Southerly along a line parallel with
the center line of Bass Street extended, to
Rock River; thence Westerly along the North
bank of Rock River to the intersection of the
North bank of Rock River with a line nineteen
(19) feet West of and parallel with the center
line of Bass Street, extended; thence
Northerly along a line parallel with the
center line of Bass Street extended to the
place of beginning; also that part of the
51
South half of vacated Miller Street lying
North of and adjoining the above
described property.
ALSO
Part of the Northwest fractional
quarter of Section twenty eight (28),
Township twenty one (21) North, Range
seven (7) East of the Fourth Principal
Meridian, described as follows, to-wit:
Commencing at a point where a line drawn
nineteen (19) feet West of and parallel
with the center line of Bass Street in
the City of Sterling extended crosses the
South line of Miller Street running
Easterly and Westerly, said South line of
Miller Street being the South side of
Wallace's Second Addition to said City;
thence Westerly along the South line of
said Miller Street one hundred fifty
(150) feet; thence Southerly on a line
parallel with the center line of said
Bass Street extended to the water's edge
at normal stage at North Bank of Rock
River; thence Easterly along said water's
edge of said Rock River to a point where
said line drawn nineteen (19) feet West
of said center line of Bass Street ex-
tended would intersect said Rock River;
thence Northerly to place of beginning,
subject to switch track rights reserved
in deed dated March 30, 1926 and recorded
in Whiteside County, June 12, 1926 in
Book 266 of Deed Records at page 108.
Real estate situated in Will County, Illinois,
described as follows:
(1) Lot nine (9), (except the North
sixty one and twenty-five hundredths
(61.25) feet thereof), and all of Lot ten
(10), in County Clerk's Subdivision of
part of the Northwest quarter of Section
three (3) and part of the Northeast
quarter of Section four (4), in Township
thirty five (35) North, Range ten (10)
East of the Third Principal Meridian,
(excepting therefrom that part of said
Lot nine (9) bounded and described as
follows: Commencing at a point on the
Westerly line of said Lot nine (9) which
point is one hundred sixty one and
twenty-five hundredths (161.25) feet
South of the North line of said Lot nine
(9) measured perpendicularly thereto;
thence East parallel with the North line
of said Lot nine (9) a distance of one
hundred (100) feet; thence North at right
angles to the North line of said Lot nine
(9) to the South line of the North sixty
one and twenty-five hundredths (61.25)
feet of said Lot nine (9); thence West
along said South line of the North sixty
one and twenty-five hundredths (61.25)
feet of said Lot nine (9) to the Westerly
line of said Lot nine (9); thence
Southerly along the Westerly line of said
Lot nine (9) to the point of beginning).
(2) That part of the Southwest
quarter of Section twenty seven (27) and
the Southeast quarter of Section twenty
eight (28), in Township thirty six (36)
North, Range ten (10) East of the Third
Principal Meridian, described as follows:
Beginning at a point eighteen hundred
twenty (1820) feet North and two hundred
ninety six and forty-seven hun-
52
dredths (296.47) feet East of the
Southwest corner of said Section twenty
seven (27) and running thence North
eighty nine (89) degrees, fifty two (52)
minutes West two hundred ninety six and
forty-seven hundredths (296.47) feet to a
point on the North and South Section line
between said Sections twenty seven (27)
and twenty eight (28), said point being
eight hundred twenty seven and twenty-
seven hundredths (827.27) feet South of
the East and West half Section line in
said Sections twenty seven (27) and
twenty eight (28); thence North eighty
nine (89) degrees, fifty four (54)
minutes West five hundred twelve and
seventy-five hundredths (512.75) feet;
thence Southwestwardly to a point in the
South line of said Section twenty eight
(28) which is one thousand five and five
tenths (1005.5) feet West of the
Southeast corner of said Section twenty
eight (28); thence East along the South
line of said Section twenty eight (28),
to a point two hundred (200) feet West of
the Southeast corner of said Section
twenty eight (28); thence North fifteen
(15) degrees, twelve (12) minutes East,
to the place of beginning.
ALSO
A perpetual easement thirty three
(33) feet in width for existing roadway
for the purpose only of ingress and
egress to Chicago and Joliet Road.
(3) The West three quarters (3/4) of
the Southwest quarter of Section twenty
nine (29), (excepting therefrom the West
ninety nine (99) feet thereof), in
Township thirty six (36) North, Range Ten
(10) East of the Third Principal
Meridian.
RESERVING, HOWEVER, unto the Edison
Company, its successors and assigns, and from
the lien and operation of this Indenture, all
electric facilities located, at the actual
date of execution and delivery of this
Indenture, on, over or in the property
described above in this Division First or
hereafter located on, over or in such
property, the term "electric facilities", as
used herein, meaning towers, poles, pole
structures, push poles, anchors, guys, stubs,
vaults, manholes, tunnels, conduits, wires,
cables, transformers, meters, communication
facilities, and other facilities, equipment,
apparatus, fixtures and appurtenances
comprising any part of the electric utility
system of the Edison Company; and reserving,
also, unto the Edison Company, its successors
and assigns, and from the lien and operation
of this Indenture, a perpetual right, easement
and authority to construct, install, operate,
use, maintain, renew, replace, remove or
relocate on, over or in the property described
above in this Division First (with such rights
of access to such portions of said property as
may be necessary or incidental to the exercise
of such right, easement and authority) (a)
existing electric facilities, (b) electric
facilities in process of construction at the
actual date of ex-
53
ecution and delivery of this Indenture, and
(c) electric facilities the construction of
which has not been commenced but which has
been or shall be authorized, on or before the
actual date of execution and delivery of this
Indenture, by the Board of Directors of the
Edison Company.
SECOND
All rights-of-way, easements, franchises,
licenses, permits, privileges, leases,
leaseholds, agreements and other authority
granted to the Edison Company or its
predecessors, and owned by the Edison Company
at the actual date of execution and delivery
of this Indenture, for the sole purpose of
constructing, installing, operating, using,
maintaining, renewing, replacing, removing or
relocating gas facilities (as defined in
Division Fourth of these Granting Clauses) on,
over or in property owned by others than the
Edison Company and situated in the Counties of
Boone, Cook, DeKalb, DuPage, Grundy, Henry,
Kane, Kankakee, Kendall, Lake, LaSalle, Lee,
Livingston, McHenry, Ogle, Whiteside and Will,
in the State of Illinois.
THIRD
All rights of the Edison Company to
construct, install, operate, use, maintain,
renew, replace, remove or relocate gas
facilities on, over or in property owned by
others than the Edison Company and covered by
rights-of-way, easements, franchises,
licenses, permits, privileges, leases,
leaseholds, agreements and other authority
granted to the Edison Company or its predeces-
sors and owned by the Edison Company at the
actual date of execution and delivery of this
Indenture, alone or jointly with others, for
purposes including, but not solely for, the
aforementioned gas utility purposes, such
property being located in the Counties of
Boone, Cook, DeKalb, DuPage, Grundy, Henry,
Kane, Kankakee, Kendall, Lake, LaSalle, Lee,
Livingston, McHenry, Ogle, Whiteside and Will,
in the State of Illinois; provided, however,
that the conveyance and mortgaging of such
rights of the Edison Company in respect of
each of said rights-of-way, easements,
franchises, licenses, permits, privileges,
leases, leaseholds, agreements and other
grants of authority shall be effective only
upon the condition and to the extent that such
rights can be conveyed and mortgaged hereby
without impairment of the estate or interest
of the Edison Company, for purposes other than
the aforementioned gas utility purposes, in
such right-of-way, easement, franchise,
license, permit, privilege, lease, leasehold,
agreement or other grant of authority, and
without impairment of the estates or
interests, if any, therein of others than the
Edison Company.
54
FOURTH
All gas facilities located on, over or in
the property described or referred to in
Divisions First, Second and Third of these
Granting Clauses, or otherwise located,
including gas facilities in process of
construction at the actual date of execution
and delivery of this Indenture, the term "gas
facilities", as used herein, meaning
facilities used or held for use in connection
with the purchase and receipt of gas from
suppliers or transporters, gas production
plants and facilities, and facilities for the
handling, storage and gasification of
liquefied petroleum products; gas tanks and
holders, and underground high-pressure gas
storage facilities: gas compressors and
boosters; gas mixing, regulating and control
facilities;gas mains, laterals, services,
regulators, meters, pipes, conduits, valves
and fittings, regulating and metering equip-
ment (including regulating and metering
equipment, but excluding service pipes and
fuel runs, installed on property of the Edison
Company for the purpose of receiving gas for
boiler fuel at electric generating stations of
the Edison Company and for its other
industrial customer uses on such property),
and communication facilities; buildings,
structures and works (including
appurtenant switch tracks) solely used or held
for use in the operation of the gas utility
system conveyed and mortgaged hereby and in
the conduct of the gas utility business
relating thereto; machinery, engines, pumps,
electric power and lighting equipment
(excluding all primary service cable in con-
duit, primary overhead service connections,
secondary service drops, service stations, and
metering equipment, which constitute electric
facilities) solely used or held for use in the
operation of said gas utility system and in
the conduct of said gas utility business; and
other facilities, equipment, tools,
implements, apparatus, fixtures and
appurtenances solely so used or held for use
and comprising any part of said gas utility
system.
FIFTH
All property (if any), real and personal,
in addition to that described or referred to
above in Divisions First, Second, Third and
Fourth of these Granting Clauses (other than
property hereinafter expressly excepted from
the lien and operation of this Indenture),
which, at the actual date of execution and
delivery of this Indenture, is solely used or
held for use in the operation by the Edison
Company of its gas utility system and in the
conduct of its gas utility business.
SIXTH
All property, real and personal, used or
useful in the gas utility business (other than
property hereinafter expressly excepted from
the lien and opera-
55
tion of this Indenture) acquired by the Edison
Company after the actual date of execution and
delivery of this Indenture and prior to the
adoption thereof by the Gas Company, and all
property of such character (with like
exception) acquired by the Gas Company or
(subject to tile provisions of Section
16.03) any successor corporation after such
adoption, this convey-anco and mortgage of
after-acquired property on the part of the Gas
Company to become and be effective upon its
execution and delivery of, and by virtue of
provisions expressly to be contained in, the
indenture of adoption provided for in Section
2.01.
SEVENTH
All property (including property
hereinafter expressly excepted from the lien
and operation of this Indenture) which at any
time hereafter, by delivery or by an
instrument in writing, may be expressly
conveyed or mortgaged to or pledged or
deposited hereunder with the Trustee by the
Edison Company or by the Gas Company or any
successor corporation, or by anyone on behalf
of any of such corporations and with its
written consent, as and for additional
security hereunder, the Trustee being hereby
authorized at any and all times to accept and
receive any such conveyance, mortgage, pledge
or deposit and to hold and apply any such
property upon and subject to the terms and
provisions upon which such conveyance,
mortgage, pledge or deposit shall be made.
EIGHTH
All and singular the tenements,
hereditaments and appurtenances belonging or
in any wise appertaining to the property
hereinabove described or referred to and
mortgaged hereby or intended so to be, or any
part of such property, with the reversion and
reversions, remainder and remainders, and
(subject to the provisions of Section 10.01)
the income, revenues, rents, issues and
profits thereof; and all of the estate, right,
title, interest and claim whatsoever which the
Edison Company now has or which the Edison
Company or the Gas Company or any successor
corporation, as the case may be, may hereafter
acquire in and to the aforesaid property and
every part and parcel thereof, excluding
always property of the character of that
hereinafter expressly excepted from the lien
and operation hereof.
EXCEPTED PROPERTY
There is expressly excepted from the lien
and operation of this Indenture the following
described real estate:
56
Real estate situated in Cook County, Illinois,
described as follows:
(1) Lots nineteen (19) and twenty
(20) in Block seventeen (17) in
Grossdale, a Subdivision in the Southeast
quarter of Section thirty four (34),
Township thirty nine (39) North, Range
twelve (12) East of the Third Principal
Meridian.
(2) Lots fifteen (15), sixteen (16),
seventeen (17) and eighteen (18) in Block
one (1) in H. C. Gray's Addition to West
Pullman, a Subdivision of the North
fifteen (15) acres of the North twenty
six and two-thirds (26-2/3) acres of the
Northeast quarter of the Southeast
quarter of Section twenty nine (29),
Township thirty seven (37) North, Range
fourteen (14) East of the Third Principal
Meridian.
ALSO
Lot ten (10) in Block four (4) in the
Subdivision of the South eleven and two-
thirds (11-2/3) acres of the North twenty
six and two-thirds (26-2/3) acres of the
Northeast quarter of the Southeast
quarter of Section twenty nine (29),
Township thirty seven (37) North, Range
fourteen (14) East of the Third Principal
Meridian.
(3) A parcel of land in Lot six (6)
in George H. Geils' Subdivision of that
part of the South half of the North half
and of the South fourteen and seventy
hundredths (14.70) feet of the North half
of the North half of Section thirty (30),
Township forty one (41) North, Range
twelve (12) East of the Third Principal
Meridian, lying West of the right-of-way
of the DesPlaines Valley Railroad, as
shown on plat recorded September 10,
1928, as Document #10142179, said parcel
being bounded and described as follows:
Beginning at the Northeast corner of said
Lot; thence West to the Northwest corner
of said Lot; thence South to the
Southwest corner of said Lot; thence East
along the South line of said Lot, thirty
and three one-hundredths (30.03) feet;
thence North six hundred seventy five and
four one-hundredths (675.04) feet to a
point which is thirty (30) feet East of
the West line of said Lot six (6)
measured at right angles thereto; thence
East five hundred seventy one and thirty
hundredths (571.30) feet more or less to
a point in the East line of said Lot
which is six hundred seventy and eighteen
hundredths (670.18) feet South of the
place of beginning; thence North to the
place of beginning (excepting that part
of the above described property lying
within a strip of land one hundred (100)
feet wide across Lot six (6) in George H.
Geils' Subdivision of that part of the
South half of the North half and of the
South fourteen and seventy hundredths
(14.70) feet of the North half of the
North half of Section thirty (30),
Township forty one (41) North, Range
twelve (12) East of the Third Principal
Meridian, lying West of the right-of-way
of the
57
Des Plaines Valley Railroad as shown on plat
recorded September 10, 1928, as Document
#10142179 in Cook County, Illinois, the center
line of said one hundred (100) foot strip
being described as follows: Beginning at a
point on the North line of said Lot six (6)
ninety eight and four tenths (98.4) feet West
of the Northeast corner of said Lot; thence
Southwesterly along a curve to the right with
a radius of five thousand seven hundred twenty
nine and sixty-five hundredths (5729.65) feet
to a point of intersection with the South line
of the Northwest fractional Quarter of said
Section thirty (30) which is six hundred seven
and eleven hundredths (607.11) feet West of
the Southeast corner of said Lot).
ALSO
The East thirty (30) feet of Lot three (3)
in Grewe's Subdivision of that part of the
Northwest fractional quarter and the West half
of the West half of the Northeast quarter of
Section thirty (30), Township forty one (41)
North, Range twelve (12) East of the Third
Principal Meridian, lying North of a line
fourteen and seven tenths (14.7) feet North of
the East and West center line of the North
half of said Section (except the right-of-way
of the DesPlaines Valley Railroad).
ALSO
The East one hundred two (102) feet of Lot
one (1) in George H. Geils' Subdivision of
that part of the South half of the North half
and the South fourteen and seventy hundredths
(14.70) feet of the North half of the North
half of Section thirty (30), Township forty
one (41) North, Range twelve (12) East of the
Third Principal Meridian, lying West of the
right-of-way of the DesPlaines Valley Railroad
as shown by plat recorded September 10, 1928,
as Document #10142179.
ALSO
An easement for ingress and egress over
and across that part of Lot five (5) in George
H. Geils' Subdivision of that part of the
South half of the North half and of the South
fourteen and seventy hundredths (14.70) feet
of the North half of the North half of Section
thirty (30), Township forty one (41) North,
Range twelve (12) East of the Third Principal
Meridian, lying West of the right-of-way of
the Des Plaines Valley Railroad in Cook
County, Illinois, as shown on the plat
recorded September 10, 1928, as Document
#10142179, described as follows, to-wit:
Beginning at the Southeast corner of said Lot
five (5); thence Westerly along the South line
of said Lot five (5), a distance of eighty two
(82) feet; thence Northerly and at right
angles to the South line of said Lot five (5),
a distance of forty (40) feet; thence
Northeasterly along a line to its intersection
with the East line of said Lot five (5), one
hundred ninety eight (198) feet North of the
Southeast corner of said
58
Lot five (5); thence Southerly along the
East line of said Lot five (5), one
hundred ninety eight (198) feet to the
point of beginning (excepting therefrom
that part of a one hundred (100) foot
strip of land situated in said Lot five
(5), the centerline of which is described
as follows: Beginning at a point of
intersection with the South line of the
Northwest fractional quarter of said
Section at a point one thousand two
hundred eighty five and sixty-two
hundredths (1285.62) feet Easterly of the
Southwest corner of Lot five (5) in said
George H. Geils' Subdivision; thence
Northeasterly along a curve to the left
with a radius of five thousand seven
hundred twenty nine and sixty-five
hundredths (5729.65) feet to the point of
intersection with the East line of Lot
five (5) in said George H. Geils'
Subdivision, distant twenty two and nine
tenths (22.9) feet Northerly from the
Southeast corner thereof).
Real estate situated in Du Page County,
Illinois, described as follows:
(1) A part of the Northeast quarter
of the Northeast quarter of Section nine
(9), Township thirty nine (39) North,
Range nine (9) East of the Third
Principal Meridian, described as follows,
to-wit: Commencing at a point in the
Northerly line of North Street (now
Washington Street) in the City of West
Chicago two (2) feet Northeasterly from
the Southwesterly corner of a tract of
land heretofore conveyed from the Chicago
and North Western Railroad Company to
John H. Lakey by deed dated April 27,
1869, for a place of beginning; thence
Northwesterly parallel with the Westerly
line of a tract of land so conveyed to
said John H. Lakey, seventy nine (79)
feet, thence Southwesterly and parallel
with said Northerly line of said North
Street twenty two (22) feet; thence
Southeasterly and parallel with the
Westerly line of said tract of land
conveyed to John H. Lakey as aforesaid,
seventy nine (79) feet to the Northerly
line of said North Street; thence
Northeasterly along the Northerly line of
said North Street twenty two (22) feet to
the place of beginning, (excepting
therefrom a strip of land one (1) foot in
width off the Northwesterly end of said
property).
Real estate situated in Will County, Illinois,
described as follows:
(1) Lot one (1) in Block fourteen
(1/4) in South Lockport lying East of the
Illinois and Michigan Canal; also all of
Lot six (6) in Block thirteen (13) in
South Lockport lying East of the Illinois
and Michigan Canal; also the following
described Lots or tract of land, to-wit:
Bounded on the West by said Illinois and
Michigan Canal, on the North by the North
line of Lot six (6) in Block thirteen
(13), South Lockport, extended to the
Chicago and Alton Railroad right-of-way,
on the East by the Chicago and Alton
Railroad right-of-way, and on the South
by the South line of Lot four (4) in
Block fourteen (14), South Lockport,
extended to the Chicago and Alton
Railroad right-of-way; said tract last
herein described being on the East side
of the Illinois and Michigan Canal in
South Lockport, situated in the Township
of Lockport.
59
There is also excepted from the lien and
operation of this Indenture the following
described property, whether owned by the
Edison Company at the actual date of execution
and delivery of this Indenture or hereafter
acquired by the Edison Company or by the Gas
Company or any successor corporation:
(a) all real estate held or acquired
in the name or names of a nominee or
nominees;
(b) the last day of the demised term
created by any lease or leasehold which
is or may become subject to the lien
hereof;
(c) all shares of stock, bonds and
other obligations and other evidences of
indebtedness, and other securities, not
hereafter specifically deposited and
pledged with the Trustee or required so
to be by any of the provisions of this
Indenture;
(d) all cash (except cash deposited
with the Trustee pursuant to any of the
provisions of this Indenture), and all
bills, notes, accounts receivable,
contracts (other than leases) and choses
in action;
(c) all materials and supplies
(including all gas in tanks and holders,
in underground high-pressure gas storage
facilities and in mains and pipes, all
gas in storage, wherever stored, and all
liquefied petroleum and petroleum
products), not included in utility plant
accounts, and all merchandise, appliances
and supplies owned or acquired for the
purpose of resale or leasing to customers
in the ordinary course and conduct of
business;
(f) all automobiles, trucks and other
transportation equipment, and all office
furniture and equipment; and
(g) all natural gas wells, natural
gas leases and natural gas gathering
lines, and all other property used in the
production and gathering of natural gas;
provided, however, that all of the property
hereinabove described or referred to under
this Division "Excepted Property", other than
that referred to in (b) and (c) above, shall,
to the extent permitted by law, cease to be so
excepted in the event that the Trustee or a
trustee or a receiver shall enter upon and
take possession of the mortgaged property by
reason of one or more of the completed
defaults specified in Section 13.02.
To HAVE AND TO HOLD the mortgaged property
unto the Trustee, its successor or successors
in trust, and its assigns forever:
SUBJECT, HOWEVER, to permitted liens,
as defined in Section 1.36, and, with
respect to property hereafter acquired,
subject also to any mortgages or other
liens which may exist thereon at the time
of acquisition, including any purchase
money mortgages or liens upon such prop-
erty created at the time of acquisition.
6O
BUT IN TRUST, NEVERTHELESS, for the equal
and proportionate security and benefit of the
present and future holders of all bonds and
interest coupons from time to time issued
hereunder, pursuant to the provisions hereof,
and for the enforcement of the payment of such
bonds and coupons when payable and of the
performance of and compliance with the
covenants and conditions of this Indenture,
without any preference, distinction or
priority as to lien or otherwise of any bond
or bonds over others by reason of the
difference in time of the actual issue, sale
or negotiation thereof or for any other reason
whatsoever, except as herein otherwise
expressly provided; but so that each and every
bond from time to time issued hereunder shall
have the same lien, and so that the principal
of and the interest and premium, if any, on
every such bond shall, subject to the terms
hereof, be equally and proportionately secured
hereby, as if such bond had been issued, sold
and negotiated simultaneously with the
execution and delivery of this Indenture;
PROVIDED, HOWEVER, and these presents are
upon the condition, that if the principal of
and the interest and premium, if any, on the
bonds shall promptly be paid when due or, as
permitted hereby, provision shall be made for
such payment by the deposit with the Trustee
of the entire amount due or to become due on
such bonds for principal, interest and
premium, if any, and if there shall also be
paid all other sums payable hereunder, then
this Indenture and the estate and rights
hereby granted shall cease, determine and be
void, otherwise to be and remain in full force
and effect.
IT IS HEREBY COVENANTED, DECLARED AND
AGREED that all bonds issued under and secured
hereby are to be authenticated, delivered,
issued and held, and that the mortgaged
property is to be held by the Trustee, upon
and subject to all of the terms, conditions,
covenants, agreements, uses, purposes and
trusts hereinafter in this Indenture set
forth.
ARTICLE I
DEFINITIONS
The terms defined in this Article shall,
for all purposes of this Indenture, have the
meanings herein specified, unless the context
otherwise indicates or requires. Unless
otherwise defined herein, all terms used in
those provisions of this Indenture which are
required to be inserted in an indenture to be
qualified under the Trust Indenture Act of
1939 shall have the meaning, if any, assigned
to such terms in such Act, unless the context
otherwise indicates or requires.
61
SECTION 1.01. accountant. The term
"accountant" shall mean an individual, co-
partnership or corporation engaged in the
accounting profession, whether or not employed
by the Company, or an individual employed by
the Company in the capacity of an accountant.
SECTION 1.02. accountant's certificate.
The term "accountant's certificate" shall
mean a certificate signed and verified by an
accountant appointed by the Board of Directors
and acceptable to the Trustee.
SECTION 1.03. accountant, independent. The
'term "independent accountant" shall mean an
independent accountant, who may be the regular
auditors of the Company.
SECTION 1.04. accountant's certificate,
independent. The term " independent
accountant's certificate" shall mean a
certificate signed by an independent
accountant appointed by the Board of Directors
and approved by the Trustee in the exercise of
reasonable care.
SECTION 1.05. annual certificate. The term
" annual certificate" shall mean a certificate
to be filed with the Trustee, in accordance
with the requirements of Section 3.01, on or
before June 30 in each year beginning with the
year 1955, and signed and verified by the
President or a Vice-President of the Company,
and also (a) as to matters with respect to the
fair value of property additions, signed and
verified by an engineer appointed by the Board
of Directors and acceptable to the Trustee,
and (b) as to the matters specified under
Section 3.01(b)(9) and. Section 3.01(c),
signed by an independent accountant appointed
by the Board of Directors and approved by the
Trustee in the exercise of reasonable care.
SECTION 1.06. appraiser, independent. The
term "independent appraiser" shall mean an
independent individual, co-partnership or
corporation engaged in the business of
appraising property or competent to appraise
the value of the particular property in
question, but not regularly in the employ of
the Company.
SECTION 1.07. appraiser's certificate,
independent. The term " independent
appraiser's certificate" shall mean a
certificate signed by an independent appraiser
appointed by the Board of Directors and
approved by the Trustee in the exercise of
reasonable care.
SECTION 1.08. authenticated and delivered.
The term "authenticated and delivered", when
used with respect to bonds, shall mean as of
any particular time all bonds theretofore
authenticated and delivered hereunder by the
Trustee, except bonds upon transfer of or in
exchange for which pursuant to the provisions
of Section 4.08, 4.09 or 4.10, or in
substitution for which
62
pursuant to the provisions of Section 4.12, or
in replacement of which pursuant to the
provisions of Section 6.03, other bonds shall
have been authenticated and delivered.
SECTION 1.09. Board of Directors. The term
"Board of Directors" shall mean either the
Board of Directors of the Company or the
Executive Committee of the Board of Directors.
SECTION 1.10. bondable bond retirements.
The term "bondable bond retirements" shall
mean (a) the principal amount of bonds retired
by application of cash deposited, for the
purpose of such retirement, with the Trustee
otherwise than pursuant to the provisions of
any sinking fund, or by delivery of bonds to
the Trustee, for cancellation, otherwise than
for the purpose of or pursuant to the
provisions of any sinking fund, all as shown,
in the case of each such deposit of cash or
delivery of bonds, by the request or order of
the Company, filed with the Trustee, in
connection with such deposit of cash or such
delivery of bonds, as the case may be; (b)
66-2/3% of the principal amount of bonds of the
1979 Series retired by application of sinking
fund cash paid to the Trustee pursuant to the
provisions of Section 5.05, or by delivery of
bonds of such series to the Trustee, for
cancellation, and the certification thereof to
the Trustee, pursuant to such provisions,
either in lieu of the payment of a specified
amount of sinking fund cash otherwise required
to be paid to the Trustee or as a basis for
the withdrawal of sinking fund cash on deposit
with the Trustee; and (c) in the case of bonds
of each series, other than the 1979 Series,
for the retirement of which a sinking fund
shall be established, the percentage, if any,
specified in the supplemental indenture
creating such series, of the principal amount
of bonds of such series retired by application
of sinking fund cash paid to the Trustee
pursuant to the provisions of such sinking
fund, or by delivery of bonds of such series
to the Trustee, for cancellation, and the
certification thereof to the Trustee, pursuant
to such provisions, either in lieu of the
payment of a specified amount of sinking fund
cash otherwise required to be paid to the
Trustee or as a basis for the withdrawal of
sinking fund cash on deposit with the Trustee.
SECTION 1.11. bondholder; holder of bonds.
The terms "bondholder" or "holder of bonds",
or other similar term, shall mean, in the case
of any coupon bond not registered as to
principal, the bearer thereof, and, in the
case of any registered bond without coupons or
any coupon bond registered as to principal,
the registered owner of such bond.
SECTION 1.12. bonds. The term "bonds"
shall mean bonds to be issued under and
secured by this Indenture.
63
SECTION 1.13. Company. The term "Company",
when read as of a time prior to the adoption
of this Indenture by the Gas Company, in the
manner provided in Section 2.01, shall mean
the Edison Company; and such term, when read
as of a time after such adoption, shall mean
the Gas Company and, subject to the provisions
of Article XVI, its successors and assigns.
SECTION 1.14. cost; fair value. The term
"cost", when used with respect to property
additions, shall mean, except as hereinafter
in this Section 1.14 otherwise provided, the
sum of (a) any cash forming a part of the
expenditures for such property additions,
which, for all purposes of this Indenture,
shall include all amounts for the payment of
which in cash the Company has actually
incurred a liability, and (b) an amount
equivalent to the fair market value in cash,
as of the date of delivery thereof by the
Company, of any securities delivered in
payment, in whole or in part, for such
property additions or for the acquisition
thereof. The term "cost", when used with
respect to property additions acquired by
merger or consolidation, with respect to
property additions acquired by distribution
upon securities, with respect to property
additions acquired in exchange for other
property, and with respect to property
additions acquired or constructed subject to a
prior lien or prior liens which have been
discharged, shall mean an amount which, in the
opinion of an independent accountant evidenced
by an independent accountant's certificate
flied with the Trustee, is the cost of such
property additions as of the mortgage date of
acquisition thereof, such cost, in the case of
property additions acquired or constructed
subject to a prior lien or prior liens which
have been discharged, to be determined after
appropriate deduction for any depreciation
accrued since the actual date of acquisition
or construction of the property subject to
such prior lien or prior liens.
The term "fair value", when used with
respect to property additions or property
other than securities acquired or constructed
by the Company, shall mean the fair value
thereof to the Company. The term "fair value",
when used with respect to securities of
issuers other than the Company, shall mean the
fair value thereof in cash to the Company.
SECTION 1.15. counsel, opinion of. The
term "opinion of counsel" shall mean an
opinion in writing signed by counsel, who may
be of counsel for the Company, appointed by
the Board of Directors and acceptable to the
Trustee.
SECTION 1.16. current provisions for
depreciation. The term "current provisions for
depreciation" for any period shall mean the
greater of:
(a) the total of the amounts
appropriated by the Company for de-
preciation during such period on all
property of the character of prop-
64
erty additions not subject to a prior
lien, increased or decreased, as the case
may be, by net salvage for such period,
such amounts not to include, however,
provisions for depreciation charged to
surplus, charges to income or surplus for
the amortization, write-down or write-off
of acquisition adjustments or
intangibles, property losses charged to
operations or surplus, or charges to
income in lieu of income and excess or
other profits taxes; or
(b) an amount equal to one-twelfth of
2% for each calendar month of such period
(or such lesser percentage as may be
adequate in the opinion of an independent
engineer evidenced by an independent en-
gineer's certificate filed with the
Trustee, not earlier than June 30, 1959,
or by any such certificate thereafter
filed with the Trustee, not earlier than
five years after the date of filing of
the last previous such certificate) of
the original cost, as of the beginning of
such month, as shown by the books of the
Company, of all depreciable property of
the character of property additions not
subject to a prior lien.
SECTION 1.17. default. The term "default"
shall mean default by the Company in the
performance or observance of any of the
covenants, agreements or conditions on its
part contained in this Indenture or in the
bonds outstanding hereunder, exclusive of any
period of grace provided for in Section 13.02.
SECTION 1.18. default, completed. The term
"completed default" shall mean any default
specified in Section 13.02, continued for the
period of time, if any, therein designated.
SECTION 1.19. engineer. The term
"engineer" shall mean an individual, co-
partnership or corporation engaged in the
engineering business, whether or not employed
by the Company, or an individual employed by
the Company in the capacity of an engineer.
SECTION 1.20. engineer's certificate. The
term "engineer's certificate" shall mean a
certificate signed and verified by an engineer
appointed by the Board of Directors and
acceptable to the Trustee.
SECTION 1.21. engineer, independent. The
term "independent engineer" shall mean an
independent engineer who is not regularly in
the employ of the Company.
SECTION 1.22. engineer's certificate,
independent. The term "independent engineer's
certificate" shall mean a certificate signed
by an independent engineer appointed by the
Board of Directors and approved by the Trustee
in the exercise of reasonable care.
65
SECTION 1.23. Indenture. The term
"Indenture" shall mean this instrument and all
indentures supplemental hereto from time to
time in effect, including the indenture
provided for in Section 2.01, to be executed
and delivered by the Gas Company, by which
this Indenture is to be adopted by the Gas
Company.
SECTION 1.24. interim certificate. The
term "interim certificate" shall mean a
certificate setting forth the matters
specified in Section 3.02, signed and verified
by the President or a Vice-President of the
Company, and also (a) as to matters with
respect to the fair value of property
additions, signed and verified by an engineer
appointed by the Board of Directors and ac-
ceptable to the Trustee, and (b) as to the
matters specified under Section 3.02(d)(7),
Section 3.02(e) and Section 3.02(o), signed
and verified by an accountant, appointed by
the Board of Directors and acceptable to the
Trustee, or signed by an independent
accountant, appointed by the Board of
Directors and approved by the Trustee in the
exercise of reasonable care, in case (1)
application is being made for the
authentication and delivery of bonds on the
basis of such interim certificate, (2) the
period specified under Section 3.02(o) is a
period with respect to which an annual report
is required to be filed by the Company under
Section 9.17, and (3) the aggregate principal
amount of bonds authenticated and delivered
since the beginning of the then current year
(other than those authenticated and delivered
on the basis of an interim certificate
previously filed and signed by an independent
accountant) is 10% or more of the principal
amount of the bonds at the time outstanding
hereunder.
SECTION 1.25. lien hereof; lien of this
Indenture. The terms "lien hereof" and "lien
of this Indenture" shall mean the lien created
by this Indenture (including the after-
acquired property clauses hereof) and the lien
created by any subsequent conveyance to or
pledge or deposit hereunder with the Trustee
(whether made by the Company or any successor
corporation or by any one on behalf of the
Company or such successor corporation) effec-
tively constituting any property a part of the
security held by the Trustee for the benefit
of all bonds outstanding hereunder.
SECTION 1.26. mortgage date of
acquisition. The term "mortgage date of
acquisition", (a) when used with respect to
property acquired or constructed by the
Company and not subject to a prior lien at the
time of its acquisition or construction, shall
mean the actual date of acquisition or
construction or a date selected by the Company
not more than sixty days before such actual
date; (b) when used with respect to property
acquired or constructed by the Company and
subject to a prior lien or prior liens at the
time of its acquisi-
66
tion or construction, shall mean the actual
date of discharge of the last prior lien on
such property or a date selected by the
Company not more than sixty days before such
actual date; (c) when used with respect to
property formerly held in the name or names of
a nominee or nominees, shall mean the actual
date of transfer of such property into the
name of the Company or a date selected by the
Company not more than sixty days before such
actual date; and (d) when used with respect to
property held in the name of the Company but
theretofore excepted from the lien of this
Indenture, shall mean the actual date of
conveyance, assignment or transfer of such
property to the Trustee or a date selected by
the Company not more than sixty days before
such actual date.
SECTION 1.27. mortgaged property The term
"mortgaged property" shall mean as of any
particular time the property which at such
time is covered or is intended to be covered
by the lien of this Indenture.
SECTION 1.28. net carryings. The term "net
earnings" shall mean the earnings of the
Company computed, in accordance with accepted
principles of accounting, by deducting from
the revenues of the Company (a) any net non-
operating income not permitted to be included
as hereinafter in this Section 1.28 provided,
and (b) the operating expenses (after
deducting any net profit or adding any net
loss, as the case may be, from merchandising
and jobbing), depreciation and taxes of the
Company, except (1) charges for the
amortization, write-down or write-off of
acquisition adjustments or intangibles, (2)
property losses charged to operations, (3)
provisions for income and excess or other
profits taxes imposed on income after the
deduction of interest charges, or charges made
in lieu of such taxes, (4) interest charges,
and (5) amortization of debt and stock
discount and expense or premium. Net non-
operating income from property and securities
not subject to the lien of this Indenture may
be included in revenues for the computation of
net earnings but only to the extent of not
more than 10% of the total of such net
earnings. No profits or losses on the
disposition of property or securities or on
the reacquisition of securities shall be in-
eluded in net earnings. In case, within or
after the particular period for which the
computation is made, the Company shall have
acquired as an entirety any property which has
been used or operated in the gas utility
business by others than the Company, then
there shall be included in the computation of
such net earnings, to the extent not otherwise
included, the net earnings or net losses,
estimated if necessary, of such acquired
property for the whole of such period. In
case, within or after the particular period
for which the computation is made, (i) any
property shall have been
67
released pursuant to the provisions of Section
10.03 of a fair value in excess of $300,000 as
shown by the engineer's certificate specified
under Section 10.03(f), or (ii) any property
shall have been released pursuant to the pro-
visions of Section 10.05 of a fair value in
excess of $300,000 as shown by the engineer's
certificate specified under Section 10.05(e),
or (iii) any property shall have been taken by
eminent domain or purchased in the manner
specified in Section 10.07, and the proceeds
of such taking or purchase shall have exceeded
$300,000, then and in any such case there
shall be excluded in the computation of such
net earnings the net earnings or net losses,
estimated if necessary, of such property for
the whole of such period.
In case at any time hereafter there shall
be subsidiaries of the Company the accounts of
which, in the ordinary practice of the
Company, are consolidated with its accounts,
such net earnings shall be computed on a con-
solidated basis.
SECTION 1.29. net earnings certificate.
The term "net earnings certificate" shall mean
an accountant's certificate or an independent
accountant's certificate, to be filed with the
Trustee in connection with the Company's ap-
plication for the authentication and delivery
of bonds under Section 6.05 or 6.06 or,
subject to the provisions thereof, Section
6.07, showing in substance:
(a) that net earnings, for a period
of any twelve consecutive calendar months
selected by the Company within the
fifteen calendar months immediately
preceding the first day of the month in
which the application for the
authentication and delivery of the bonds
then applied for is made, have been in
the aggregate equal to not less than two
and one-half times the amount of the
annual interest, to be specified in each
case, on (1) all bonds outstanding
hereunder at the time of the authenti-
cation and delivery of the bonds then
applied for, including the bonds then
applied for but not including any bonds
being retired concurrently with the
authentication and delivery of the bonds
then applied for, and (2) all prior lien
bonds outstanding at the time of the
authentication and delivery of the bonds
then applied for, but not including any
prior lien bonds being retired
concurrently with the authentication and
delivery of the bonds then applied for;
and
(b) that such net earnings have been
calculated in accordance with the
definition thereof contained in Section
1.28, specifying the revenues of the
Company and the deductions therefrom, as
required by such definition.
SECTION 1.30. net salvage. The term "net
salvage" shall mean the proceeds, including
proceeds of insurance, of property of the
character of property additions not subject to
a prior lien disposed of by the Company with-
out deposit of such proceeds under this
Indenture, less the costs incurred
68
by the Company in connection with the recovery
and removal of property of the character of
property additions not subject to a prior lien
disposed of by the Company, whether or not the
proceeds thereof shall have been deposited
under this Indenture.
SECTION 1.31. newspaper, authorized. The
term "authorized newspaper", when used in
connection with the name of a particular city,
shall mean a newspaper printed in the English
language, of general circulation and
customarily published in such city, at least
once in each of five days (except in case of
legal holidays) in each calendar week.
SECTION 1.32. office of the Trustee. The
term "office of the Trustee" shall mean the
office of the Trustee in the City of Chicago,
State of Illinois.
SECTION 1.33. offiers' certificate. The
term "officers' certificate" shall mean a
certificate signed and verified by the
President or a Vice-President and by the
Treasurer or an Assistant Treasurer of the
Company.
SECTION 1.34. order of the Company;
request of the Company. The terms "order of
the Company" and "request of the Company"
shall mean a written order or request, as the
case may be, signed in the name of the Company
by its President or one of its Vice-
Presidents.
SECTION 1.35. outstanding. The term
"outstanding", when used with respect to
bonds, shall mean as of any particular time
all bonds authenticated and delivered, except
bonds theretofore retired, provided, however,
that in any determination of the holders of
bonds entitled to vote or to take any action
under any of the provisions of this Indenture,
the term "outstanding," when used with respect
to bonds, shall not include bonds owned by the
Company or any other obligor upon the bonds,
or by any person directly or indirectly
controlling or controlled by or under direct
or indirect common control with the Company or
any such obligor, except that for the purposes
of determining whether the Trustee shall be
protected in relying on any direction or
consent of bondholders, only bonds which the
Trustee knows are so owned shall be so
excluded.
The term "outstanding", when used with
respect to prior lien bonds, shall mean as of
any particular time all prior lien bonds,
theretofore issued under or secured by the
prior lien securing such bonds, except (a)
prior lien bonds theretofore retired, (b)
prior lien bonds deposited with or held in
pledge by the trustee under such prior lien
and not subject to withdrawal prior to the
release and discharge of such prior lien, and
(c) prior lien bonds upon transfer of or in
exchange for which, or in lieu of or in
substitution for which,
69
other prior lien bonds have been issued under
any of the provisions of such prior lien.
SECTION 1.36. permitted liens. The term
"permitted liens" shall mean:
(a) liens for taxes, assessments or
governmental charges for the then current
year or any prior year, in each ease not
delinquent, and taxes, assessments or
governmental charges at the time due but
the validity of which is being contested
by the Company in good faith, unless
thereby in the opinion of counsel any of
the mortgaged property may be lost or
forfeited;
(b) liens of judgments, including
workmen's compensation awards, the
execution of which has been stayed, or
with respect to which the time for appeal
shall not have expired, or which shall be
in course of appeal and, if necessary,
secured by sufficient bond;
(c) liens, neither assumed by the
Company nor on which the Company
customarily pays interest charges, which
may exist upon real estate, or rights in
or relating to real estate, (i) acquired
or used by the Company for pumping,
mixing, regulation, control, metering,
distribution or right-of-way purposes, or
(ii) acquired or used by the Company for
office, storeroom or service buildings;
(d) rights which at any time are
reserved to or vested in any municipality
or public authority by the terms of any
right, power, franchise, grant, license
or permit, or by any provision of law, to
terminate such right, power, franchise,
grant, license or permit or to purchase
or to recapture or to designate a
purchaser of any property of the Company;
rights which at any time are reserved to
or vested in any municipality or public
authority to use or control or regulate
any property of the Company; and
obligations or duties affecting any
property of the Company to any
municipality or public authority with
respect to any franchise, grant, license
or permit;
(e) leases (under which the Company
is the lessor) upon any part of the
mortgaged property; and easements,
reservations, exceptions, conditions,
limitations and restrictions, affecting
any of the mortgaged property, with
respect to building lines and buildings,
party walls, agreements for the common or
joint use of property, and other like
matters, and with respect to roads,
highways, streets, railroads, switch
tracks, electric transmission and
distribution lines, telephone lines,
telegraph lines, radio, radar and
television towers, pipe lines and mains,
drainage tiles and ditches, sewers,
tunnels, conduits and cables, and other
like uses, which do not in any case
materially interfere with the use of such
property in the proper conduct of the gas
utility business of the Company;
(f) undetermined liens and charges
incidental to construction;
(g) zoning laws and ordinances; and
7O
(h) possible adverse rights or
interests and inconsequential defects or
irregularities in title which, in the
opinion of counsel, may be properly
disregarded.
SECTION 1.37. prior lien. The term "prior
lien" shall mean a mortgage or other lien (not
including permitted liens) prior to the lien
of this Indenture, existing at any particular
time upon any property owned by the Company.
SECTION 1.38. prior lien bonds. The term
"prior lien bonds" shall mean bonds,
obligations, including purchase money
obligations, or other evidences of
indebtedness issued under or secured by a
prior lien.
SECTION 1.39. property additions. The term
"property additions" shall mean all property,
real or personal (except property of the
character specifically excluded under the
provisions of Section 1.40), including
improvements, extensions and additions, the
mortgage date of acquisition of which is after
January 31, 1954, acquired by the Company by
purchase, consolidation, merger or otherwise,
or constructed by the Company, or in the proc-
ess of construction in so far as actually
constructed, and used or useful in the
business of purchasing, producing,
manufacturing, storing, distributing and
supplying gas (natural, artificial or mixed)
for fuel, heating or other purposes (such
business being herein called the "gas utility
business"), and located in the State of
Illinois or, if interconnected or capable of
economic interconnection with the property of
the Company, in contiguous states.
The term "amount", when used with respect
to property additions, shall mean the cost or
fair value as of the mortgage date of
acquisition thereof, whichever is less, of
such property additions.
SECTION 1.40. property additions,
exclusions therefrom. The term "property
additions" shall not include:
(a) any property at the time excepted
from this Indenture and from the lien and
operation hereof;
(b) any leases; or
(c) any going concern value, good
will, or franchises or governmental
permits granted to or acquired by the
Company separate and distinct from the
property operated thereunder.
SECTION 1.41. property additions, net. The
term "net property additions" shall mean the
amount of $9,000,000, plus the cost or fair
value as of the mortgage date of acquisition
thereof, whichever is less, of property addi-
71
tions, less all current provisions for
depreciation made by the Company after January
31, 1954, after deducting from such current
provisions for depreciation the aggregate
amount of the renewal fund requirement, if
any, for the year 1954 and subsequent years.
SECTION 1.42. property, gas utility. The
term "gas utility property" shall
mean property used or useful in the gas
utility business.
SECTION 1.43. property of the character of
property additions. The term "property of the
character of property additions" shall mean
all property acquired or constructed by the
Company, whether or not at any time subject to
a prior lien, used or useful in the gas
utility business, and located within the
territory, specified in the definition of
property additions, but not including property
of the character specified under Section 1.40.
SECTION 1.44. renewal fund payment. The
term "renewal fund payment" shall mean the
amount of any cash which under Section 8.01,
after reduction of the renewal fund
requirement as permitted under Section 8.02,
the Company pays to the Trustee, for the year
1954 and each year thereafter, as and for a
renewal fund.
SECTION 1.45. renewal fund requirement.
The term "renewal fund requirement" shall mean
the amount of any cash which under Section
8.01, subject to reduction as permitted under
Section 8.02, the Company covenants to pay to
the Trustee, for the year 1954 and each year
thereafter, as and for a renewal fund.
SECTION 1.46. resolution. The term
"resolution" shall mean a resolution certified
under the corporate seal of the Company by the
Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board
of Directors and not to have been amended or
rescinded.
SECTION 1.47. retired. The term "retired",
when used with respect to bonds, shall mean
bonds authenticated and delivered and which
shall have been paid, redeemed or cancelled,
or delivered for cancellation to the Trustee,
or for the payment or redemption of which cash
in the necessary amount shall have been
deposited with or shall then be held by the
Trustee, with irrevocable direction so to
apply such cash and with irrevocable
authorization, in the case of bonds to be
redeemed, to give and complete notice of
redemption, by publication or mail or by both
publication and
72
mail as may be required, in the event such
notice shall not theretofore have been given.
The term "retired", when used with respect
to prior lien bonds, shall mean prior lien
bonds paid, redeemed or cancelled, or
delivered for cancellation to the trustee
under such prior lien, or for the payment or
redemption of which cash in the necessary
amount shall have been deposited with or shall
then be held by the trustee under such prior
lien or the Trustee hereunder, with
irrevocable direction so to apply such cash
and with irrevocable authorization, in the
case of prior lien bonds to be redeemed, to
give and complete notice of redemption in the
manner required, in the event such notice
shall not theretofore have been given.
SECTION 1.48. sinking fund. The term
"sinking fund" shall mean a sinking fund,
purchase fund or similar fund established for
the retirement of bonds of any series, but
such term shall not be deemed to include the
renewal fund provided for in Article VIII.
SECTION 1.49. Trustee. The term "Trustee"
shall mean Continental Illinois National Bank
and Trust Company of Chicago and, subject to
the provisions of Article XVII, its successors
in the trust hereby created.
SECTION 1.50. trustee. The term "trustee",
when used with respect to a prior lien, shall
mean the trustee under or other holder of such
prior lien.
SECTION 1.51. utilized under this
Indenture. The term "utilized under this
Indenture," when used with respect to net
property additions or bondable bond
retirements, shall mean made the basis under
any of the provisions of this Indenture for
the authentication and delivery of bonds, the
withdrawal of cash or the reduction of cash
required to be deposited with the Trustee
under any of the provisions of this Indenture.
SECTION 1.52. year. The term "year" shall
mean a calendar year except when used with
respect to 1954, in which case it shall mean
the last eleven months thereof.
The acceptance by the Trustee of any
certificate or opinion defined in this Article
shall, for the purposes hereof, be sufficient
evidence of the fact that the signer or
signers of such certificate or opinion are
acceptable to or are approved by the Trustee,
as the case may be.
73
Certain terms, in addition to those
defined in this Article, are defined in the
recitals, in the Granting Clauses, and in
certain other Articles hereof.
ARTICLE II
ADOPTION OF INDENTURE AND ASSUMPTION OF BONDS
OF 1979 SERIES BY GAS COMPANY
SECTION 2.01. By agreement dated
January 22, 1954, between the Edison Company and the
Gas Company, the Edison Company has agreed,
after its execution of the bonds of the 1979
Series, the authentication thereof by the
Trustee, and the sale and delivery thereof by
the Edison Company to the respective
purchasers thereof, to transfer and convey to
the Gas Company all of the mortgaged property,
together with certain other properties of the
Edison Company, subject, as to the mortgaged
property, to the lien of this Indenture but
free, as to all such properties, from the lien
of the Edison Company's Mortgage dated July 1,
1923, and indentures supplemental thereto,
under which Continental Illinois National Bank
and Trust Company of Chicago and Edmond B.
Stofft are Trustees; and the Gas Company has
agreed, as part consideration for such
transfer and conveyance, to adopt this
Indenture as its own and to assume the bonds
of the 1979 Series so executed, sold and
delivered by the Edison Company.
Such adoption of this Indenture shall be
effected by the execution and delivery by the
Gas Company to the Trustee of an indenture, in
form approved by the Trustee, under which the
Gas Company will agree to observe, perform and
discharge all covenants, agreements and
undertakings whatsoever in respect of which
the Edison Company shall have become obligated
by virtue of its execution and delivery of
this Indenture, and will confirm the lien of
this Indenture upon the mortgaged property,
including, as and to the extent contemplated
by the Granting Clauses hereof, the lien
hereof upon property acquired by the Gas
Company or (subject to the provisions of
Section 16.03) any successor corporation after
the execution and delivery by the Gas Company
of such indenture of adoption.
Such assumption of the bonds of the 1979
Series issued by the Edison Company shall be
effected by the execution by the Gas Company
of the
74
assumption endorsement (the form of which is
set forth in the recitals hereof) appearing
upon each of such bonds. Upon such adoption of
this Indenture by the Gas Company and such
assumption by it of the bonds of the 1979
Series, and upon the execution by the Trustee,
as provided in Section 2.02, of the indenture
of adoption executed by the Gas Company, the
designation of such bonds shall, without
further act, be changed from "Commonwealth
Edison Company Gas Divisional Lien Bonds,
3-1/2% Series due January 1, 1979", to
"Northern Illinois Gas Company First Mortgage
Bonds, 3-1/2% Series due January 1, 1979",
bonds bearing such new designation to be
executed, authenticated and delivered in
replacement of bonds of such series bearing
such superseded designation, as provided in
Section 6.03.
SECTION 2.02. The Trustee is authorized to
join with the Gas Company in the execution of
the indenture of adoption provided for in
Section 2.01 for the purpose of evidencing the
Trustee's acceptance of the provisions
thereof, and, as provided in Section 6.03, to
authenticate and deliver bonds of the 1979
Series bearing the aforesaid new designation
in replacement of bonds of such series bearing
the aforesaid superseded designation, but only
upon the prior or concurrent receipt by the
Trustee of the following:
(a) an officers' certificate stating
that all conditions precedent provided
for in this Indenture relating to the
adoption of this Indenture by the Gas
Company and the assumption by it of the
bonds of the 1979 Series have been
complied with; and
(b) an opinion of counsel stating, in
the signer's opinion, (1) that the
transfer and conveyance by the Edison
Company to the Gas Company of the
mortgaged property, together with certain
other properties of the Edison Company,
have been duly authorized by the
necessary corporate action and by order
or orders duly entered by Illinois
Commerce Commission, the only
governmental authority the consent of
which is required for such transfer and
conveyance; (2) that by proper instrument
or instruments duly executed and
delivered by the Edison Company to the
Gas Company, and duly recorded, the Gas
Company has become vested with all right,
title and interest of the Edison Company
in and to the mortgaged property and such
other properties, and that the Gas
Company has good title to the mortgaged
property, subject only to the lien of
this Indenture and to permitted liens;
(3) that the Gas Company has all
necessary corporate and governmental
authority to own and operate the
mortgaged property; (4) that as to such
part
75
of the mortgaged property as has been
constructed on, over or in land owned by
others than the Gas Company, the Gas
Company holds subsisting easements,
rights-of-way, leases, franchises,
licenses, permits or other rights on,
over or in such land, which are valid in
accordance with their respective terms,
and that the terms thereof are such as to
permit the construction and operation of
such part of the mortgaged property on,
over or in such land; (5) that the
adoption of this Indenture by the Gas
Company and the assumption by it of the
bonds of the 1979 Series have been duly
authorized by the necessary corporate
action and by order or orders duly
entered by Illinois Commerce Commission,
the only governmental authority the
consent of which is required for such
adoption and assumption; (6) that the
indenture of adoption provided for in
Section 2.01 has been duly executed by
the Gas Company and that, when such
indenture is duly executed and delivered
by the Trustee, this Indenture will have
been duly and validly adopted by the Gas
Company; that the bonds of the 1979
Series have been duly and validly assumed
by the Gas Company in the manner provided
in Section 2.01; and that when such
indenture of adoption has been duly
executed and delivered by the Trustee the
legal consequences of such adoption and
assumption, with respect to the sub-
stitution of the Gas Company for the
Edison Company as mortgagor and obligor,
will be as stated in Section 2.03; and
(7) that all conditions precedent
provided for in this Indenture relating
to such adoption and assumption have been
complied with; and
(c) the order or orders of Illinois
Commerce Commission, officially
authenticated, referred to in such
opinion of counsel.
SECTION 2.03. Upon the adoption of this
Indenture by the Gas Company and the
assumption by it of the bonds of the 1979
Series, in the manner provided in Section
2.01, and upon the execution by the Trustee,
as provided in Section 2.02, of the indenture
of adoption executed by the Gas Company, the
Edison Company shall be released and
completely discharged from all liability and
obligation under, upon or in respect of this
Indenture and the covenants, agreements and
undertakings of every character therein on
behalf of the Edison Company contained, and
from all liability and obligation under, upon
or in respect of the bonds of the 1979 Series,
whether for the payment of principal,
interest, premium or otherwise; and the Gas
Company thereupon shall become and be, in
substitution for the Edison Company, the sole
mortgagor and obligor under, upon or in
respect of this Indenture and such bonds.
76
ARTICLE III
ANNUAL AND INTERIM CERTIFICATES
SECTION 3.01. The Company covenants that
so long as any bonds shall be outstanding
under this Indenture, it will, on or before
June 30 in each year beginning with the year
1955, file with the Trustee a certificate
(defined in Section 1.05 as an "annual
certificate") covering the preceding year,
stating in substance:
(a) the balance, if any, of net
property additions not previously
utilized under this Indenture at the end
of the year covered by and as stated in
the most recent annual certificate, if
any, filed with the Trustee, or, if no
such certificate has theretofore been
filed with the Trustee, stating the sum
of $9,000,000;
(b) with respect to property additions
during the preceding year:
(1) the aggregate amount of the
cost or fair value at the mortgage
date of acquisition thereof,
whichever is less, of such property
additions, such property additions
to be described in reasonable detail
and the total cost thereof and the
total fair value thereof to be
separately stated;
(2) whether the fair value of
any of such property additions is
less than the cost thereof, and, if
so, such property additions shall be
separately described and the cost
and fair value thereof shall be
separately stated;
(3) whether any of such property
additions consists of property
acquired, which, within six months
prior to the actual date of
acquisition thereof, has been used
or operated in the gas utility
business by others than the Company,
and, if so, such property additions
shall be separately described and
the cost, fair value and mortgage
date of acquisition thereof shall be
separately stated;
(4) whether any of such property
additions has been acquired or
constructed and paid for, in whole
or in part, through the delivery of
securities, and, if so, such
property additions shall be
separately described and the cost
thereof shall be separately stated,
the securities so delivered shall be
briefly described and the date of
delivery thereof shall be stated,
and, if such property additions
shall have been acquired or
constructed and paid for only in
part through the delivery of
securities, the cost of such
property additions represented by a
consideration other than securities
shall be separately stated;
(5) whether any of such property
additions has been acquired by
merger or consolidation, by
distribution upon securities, or in
77
exchange for other property, and whether any
of such property additions has been acquired
or constructed subject to a prior lien or
prior liens which have been discharged, and,
if so, such property additions shall be
separately described and the cost and mortgage
date of acquisition thereof shall be
separately stated;
(6) whether any property additions are
omitted from the annual certificate then being
filed with the Trustee, and, if so, such prop-
erty additions shall be separately described,
such omitted property additions to include any
property additions as to which the opinion of
counsel specified under (b)(11)(iv) of this
Section 3.01 cannot be obtained by the time of
the filing of such annual certificate, which
omitted property additions may, however, be
included in a subsequent annual certificate;
(7) whether there are included in such
property additions any property additions
omitted from a previous annual certificate as
permitted under (b)(6) of this Section 3.01,
and, if so, such property additions shall be
separately described;
(8) that such property additions are
property additions as defined in Section 1.39,
and that none of such property additions has
been included in any previous annual
certificate filed with the Trustee;
(9) that under the uniform systems of
accounts, regulations, rules and orders, if
any, in force at the time, of Illinois
Commerce Commission or other governmental
agency having jurisdiction over the accounts
of the Company, or, if there are no such
uniform systems of accounts, regulations,
rules and orders, then, in the signers'
opinion, (i) all of such property additions
are properly chargeable to utility plant
accounts; (ii) the charges, if any, for
engineering and supervision, administrative
and legal expenses, injuries and damages,
employees' pensions and welfare expenses,
taxes, interest and other items during
construction, included in any of such property
additions which were constructed by or for the
Company, are such as are proper in respect of
the particular property additions; and (iii)
none of such property additions includes
expenditures which should be charged to
operating expenses as maintenance;
(10) that none of such property additions
is subject to any prior lien; and that as to
such part, if any, of such property additions
as shall be constructed on, over or in land
owned by others than the Company, the Company
has easements, rights-of-way, leases,
franchises, licenses, permits or other rights
on, over or in such land sufficient by their
terms for the purposes for which such property
additions shall have been acquired or
constructed; and
78
(11) the independent engineer's
certificate, if any, independent appraiser's
certificate, if any, independent accountant's
certificate, if any, opinion of counsel and
instruments of conveyance, assignment or
transfer, if any, which are being filed with
the Trustee with such annual certificate, and
which shall be as follows:
(i) in case any such property
additions are shown by such annual
certificate to consist of property
acquired, which, within six months prior
to the actual date of acquisition
thereof, has been used or operated in the
gas utility business by others than the
Company, an independent engineer's
certificate stating as to such property
additions which shall have been so used
or operated, in the signer's opinion, the
aggregate fair value of such property
additions as of the mortgage date of
acquisition thereof, and in case such
fair value so stated shall be less than
the cost and less than the fair value set
forth in such annual certificate, then
the fair value stated in such independent
engineer's certificate shall be
controlling;
(ii) in case any such property
additions are shown by such annual
certificate to have been acquired or
constructed and paid for, in whole or in
part, through the delivery of securities,
an independent appraiser's certificate
stating, in the signer's opinion, the
fair market value in cash of such
securities at the date of such delivery
thereof;
(iii) in case any such property
additions are shown by such annual
certificate to have been acquired by
merger or consolidation, by distribution
upon securities, or in exchange for other
property or to have been acquired or
constructed subject to a prior lien or
prior liens which have been discharged,
an independent accountant's certificate
stating, in the signer's opinion, the
cost of such property additions as of the
mortgage date of acquisition thereof;
(iv) an opinion of counsel with
respect to such property additions,
except such as have been disposed of,
specifying the instruments of conveyance,
assignment or transfer, if any, necessary
to vest in the Trustee, to hold as a part
of the mortgaged property, all right,
title and interest of the Company in and
to such property additions or stating
that no such instruments are necessary
for such purpose, and also stating, in
the signer's opinion, (aa) that the
Company has acquired good title to such
property additions, subject only to per-
mitted liens, and that this Indenture is
or, upon the delivery
79
of the instruments of conveyance,
assignment or transfer specified in such
opinion, will be a lien upon such
property additions, subject to no lien,
charge or encumbrance thereon except
permitted liens; (bb) that the Company
has all necessary corporate and
governmental authority to own and operate
such property additions; and (cc) that,
in case any part of such property
additions shall be stated in such annual
certificate to have been constructed on,
over or in land owned by others than the
Company, the easements, rights-of-way,
leases, franchises, licenses, permits or
other rights, referred to in such annual
certificate, on, over or in such land,
are subsisting and are valid in
accordance with their respective terms,
and that the terms thereof are such as to
permit the construction and operation of
the property additions so constructed on,
over or in such land; and
(v) the instruments of conveyance,
assignment or transfer, if any, specified
in such opinion of counsel;
(c) with respect to current provisions for
depreciation for the preceding year:
(1) the aggregate amount of such
current provisions for depreciation;
(2) whether such amount has been
computed under Section 1.16(a) or under
Section 1.16(b);
(3) in case such amount has been
computed under Section 1.16(a), the
amount by which such amount has been
increased or decreased by net salvage;
(4) in case such amount has been
computed under Section 1.16(a), that such
amount is greater than it would be if
computed under Section 1.16(b); and
(5) in case such amount has been
computed under Section 1.16(b), that such
amount is greater than it would be if
computed under Section 1.16(a);
(d) the amount of the renewal fund
requirement, if any, for the preceding year,
which shall be the excess, if any, of the
aggregate amount stated under (c)(1) of this
Section 3.01 over the aggregate amount stated
under (b)(1) of this Section 3.01;
(e) the aggregate amount of net property
additions, if any, utilized under this
Indenture during the preceding year, which
shall be iden-
8O
tified by reference to each interim
certificate filed with the Trustee during such
year on the basis of which certificate net
property additions were utilized under this
Indenture;
(f) the amount, if any, which it is
necessary to add to net property additions to
avoid a resultant negative balance of net
property additions not utilized under this
Indenture at the end of the preceding year,
which shall be the excess, if any, of the sum
of (i) the aggregate amount stated under
(c)(1) of this Section 3.01, and (ii) the
aggregate amount stated under (e) of this
Section 3.01, over the sum of (iii) the amount
stated under (a) of this Section 3.01, (iv)
the aggregate amount stated under (b)(1) of
this Section 3.01, and (v) the amount stated
under (d) of this Section 3.01;
(g) the balance, if any, of net property
additions not utilized under this Indenture at
the end of the preceding year, which shall be
the excess, if any, of the sum of (i) the
amount stated under (a) of this Section 3.01,
(ii) the aggregate amount stated under (b)(1)
of this Section 3.01, (iii) the amount stated
under (d) of this Section 3.01, and (iv) the
amount stated under (f) of this Section 3.01,
over the sum of (v) the aggregate amount
stated under (c)(1) of this Section 3.01, and
(vi) the aggregate amount stated under (e) of
this Section 3.01;
(h) the balance, if any, of bondable bond
retirements not utilized under this Indenture
at the end of the year covered by and as
stated in the most recent annual certificate,
if any, filed with the Trustee;
(i) with respect to bondable bond
retirements, if any, during the preceding
year:
(1) the aggregate amount of such
bondable bond retirements, the date,
amount and character of each such
retirement to be specified; and
(2) that none of such bondable bond
retirements has been included in any
previous annual certificate;
(j) the aggregate amount of bondable bond
retirements, if any, utilized under this
Indenture during the preceding year, which
shall be identified by reference to each
interim certificate filed with the Trustee
during such year on the basis of which
certificate bondable bond retirements were
utilized under this Indenture;
(k) the balance, if any, of bondable bond
retirements not utilized under this Indenture
at the end of the preceding year, which shall
be the excess of the sum of (i) the amount
stated under (h) of this Section
81
3.01, and (ii) the amount stated under
(i)(1) of this Section 3.01, over (iii)
the amount stated under (j) of this
Section 3.01; and
(1) with respect to the amount of
cash, if any, to be deposited with the
Trustee at the time of the filing of such
annual certificate:
(1) the amount of the renewal
fund requirement, if any, for the
preceding year, which shall be the
amount stated under (d) of this
Section 3.01;
(2) the amount, if any, by which
such renewal fund requirement is
being reduced under Section 8.02 on
the basis of an interim certificate
filed with the Trustee at the time
of the filing of such annual
certificate;
(3) the amount, if any, of the
renewal fund payment for the
preceding year, which shall be the
excess, if any, of the amount stated
under (l)(1) of this Section 3.01,
over the amount stated under (1)(2)
of this Section 3.01;
(4) the amount of the negative
balance requirement, if any, for
such preceding year, which shall be
the amount stated under (f) of this
Section 3.01;
(5) the amount, if any, by which
such negative balance requirement is
being reduced under Section 9.13 on
the basis of an interim certificate
filed with the Trustee at the time
of the filing of such annual
certificate; and
(6) the amount, if any, of the
negative balance payment for the
preceding year, which shall be the
excess, if any, of the amount stated
under (1)(4) of this Section 3.01
over the amount stated under (1)(5)
of this Section 3.01.
With and as a part of each annual
certificate filed with the Trustee, there
shall be filed the opinion of counsel
specified under Section 9.06(b), the
independent engineer's certificate, if any,
specified under Section 9.08, the officers'
certificate specified under Section 9.09, and
the officers' certificate specified under
Section 9.10(c).
SECTION 3.02. Each interim certificate
filed with the Trustee under any of the
provisions of this Indenture shall state in
substance:
(a) the balance, if any, of net
property additions not previously
utilized under this Indenture at the end
of the year covered by and as stated in
the most recent annual certificate, if
any, filed with the Trustee, or, if no
such certificate has theretofore been
filed with the Trustee, stating the sum
of $9,000,000;
82
(b) the aggregate amount of property
additions, if any, previously included in an
interim certificate but not in an annual
certificate, which shall be identified by
reference to each such interim certificate;
(c) the aggregate amount of current
provisions for depreciation, if any,
previously deducted in an interim certificate
but not in an annual certificate, which shall
be identified by reference to each such
interim certificate;
(d) with respect to property additions, if
any, not previously in-eluded in an annual
certificate or in an interim certificate, but
which the Company elects to include in the
interim certificate then being filed with the
Trustee:
(1) the aggregate amount of the cost
or fair value at the mortgage date of
acquisition thereof, whichever is less,
of such property additions, such property
additions to be described in reasonable
detail and the total cost thereof and the
total fair value thereof to be separately
stated;
(2) whether the fair value of any of
such property additions is less than the
cost thereof, and, if so, such property
additions shall be separately described
and the cost and fair value thereof shall
be separately stated;
(3) whether any of such property
additions consists of property acquired,
which, within six months prior to the
actual date of acquisition thereof, has
been used or operated in the gas utility
business by others than the Company, and,
if so, such property additions shall be
separately described and the cost, fair
value and mortgage date of acquisition
thereof shall be separately stated;
(4) whether any of such property
additions has been acquired or
constructed and paid for, in whole or in
part, through the delivery of securities,
and, if so, such property additions shall
be separately described and the cost
thereof shall be separately stated, the
securities so delivered shall be briefly
described and the date of delivery
thereof shall be stated, and, if such
property additions shall have been
acquired or constructed and paid for only
in part through the delivery of
securities, the cost of such property ad-
ditions represented by a consideration
other than securities shall be separately
stated;
(5) whether any of such property
additions has been acquired by merger or
consolidation, by distribution upon
securities, or in exchange for other
property, and whether any of such
property additions has been acquired or
constructed subject to a prior lien or
prior liens which have been discharged,
and, if so, such property
83
additions shall be separately described and
the cost and mortgage date of acquisition
thereof shall be separately stated;
(6) that such property additions are
property additions as defined in Section 1.39,
and that none of such property additions has
been included in any previous annual or
interim certificate filed with the Trustee;
(7) that under the uniform systems of
accounts, regulations, rules and orders, if
any, in force at the time, of Illinois
Commerce Commission or other governmental
agency having jurisdiction over the accounts
of the Company, or, if there are no such
uniform systems of accounts, regulations,
rules and orders, then, in the signers'
opinion, (i) all of such property additions
are properly chargeable to utility plant
accounts; (ii) the charges, if any, for
engineering and supervision, administrative
and legal expenses, injuries and damages,
employees' pensions and welfare expenses,
taxes, interest and other items during
construction, included in any of such property
additions which were constructed by or for the
Company, are such as are proper in respect of
the particular property additions; and (iii)
none of such property additions includes
expenditures which should be charged to
operating expenses as maintenance;
(8) that none of such property additions
is subject to any prior lien; and that as to
such part, if any, of such property additions
as shall be constructed on, over or in land
owned by others than the Company, the Company
has easements, rights-of-way, leases,
franchises, licenses, permits or other rights
on, over or in such land sufficient by their
terms for the purposes for which such property
additions shall have been acquired or
constructed; and
(9) the independent engineer's
certificate, if any, independent appraiser's
certificate, if any, independent accountant's
certificate, if any, opinion of counsel and
instruments of conveyance, assignment or
transfer, if any, which are being filed with
the Trustee with such interim certificate, and
which shall be as follows:
(i) in case any such property
additions are shown by such interim
certificate to consist of property
acquired, which, within six months prior
to the actual date of acquisition
thereof, has been used or operated in the
gas utility business by others than the
Company, an independent engineer's
certificate stating as to such property
additions which shall have been so used
or operated, in the signer's opinion, the
aggregate fair value of such property
additions as of the mortgage date of
acquisition thereof, and in case such
fair value so stated shall be less than
the cost and less than the
84
fair value set forth in such interim
certificate, then the fair value stated in
such independent engineer's certificate shall
be controlling;
(ii) in case any such property additions
are shown by such interim certificate to have
been acquired or constructed and paid for, in
whole or in part, through the delivery of
securities, an independent appraiser's
certificate stating, in the signer's opinion,
the fair market value in cash of such
securities at the date of such delivery
thereof;
(iii) in case any such property additions
are shown by such interim certificate to have
been acquired by merger or consolidation, by
distribution upon securities, or in exchange
for other property or to have been acquired or
constructed subject to a prior lien or prior
liens which have been discharged, an
independent accountant's certificate stating,
in the signer's opinion, the cost of such
property additions as of the mortgage date of
acquisition thereof;
(iv) an opinion of counsel with respect to
such property additions, except such as have
been disposed of, specifying the instruments
of conveyance, assignment or transfer, if any,
necessary to vest in the Trustee, to hold as a
part of the mortgaged property, all right,
title and interest of the Company in and to
such property additions or stating that no
such instruments are necessary for such
purpose, and also stating, in the signer's
opinion, (aa) that the Company has acquired
good title to such property additions, subject
only to permitted liens, and that this
Indenture is or, upon the delivery of the
instruments of conveyance, assignment or
transfer specified in such opinion, will be a
lien upon such property additions, subject to
no lien, charge or encumbrance thereon except
permitted liens; (bb) that the Company has all
necessary corporate and governmental authority
to own and operate such property additions;
and (cc) that, in case any part of such
property additions shall be stated in such
interim certificate to have been constructed
on, over or in land owned by others than the
Company, the easements, rights-of-way, leases,
franchises, licenses, permits or other rights,
referred to in such interim certificate, on,
over or in such land, are subsisting and are
valid in accordance with their respective
terms, and that the terms thereof are such as
to permit the construction and operation of
the property additions so constructed on, over
or in such land; and
(v) the instruments of conveyance,
assignment or transfer, if any, specified in
such opinion of counsel;
85
(e) with respect to current provisions for
depreciation, not previously deducted in an
annual certificate or in an interim
certificate, for the period from the end of
the year covered by the most recent annual
certificate, if any, filed with the Trustee,
or, if no such annual certificate has been
filed with the Trustee, from February 1, 1954,
to a date not earlier than the latest mortgage
date of acquisition of any of the property
additions, if any, included under (d) of this
Section 3.02:
(1) the aggregate amount of such
current provisions for depreciation and
the period in which made;
(2) whether such amount has been
computed under Section 1.16(a) or under
Section 1.16(b);
(3) in case such amount has been
computed under Section 1.16(a), the
amount by which such amount has been
increased or decreased by net salvage;
(4) in case such amount has been
computed under Section 1.16(a), that such
amount is greater than it would be if
computed under Section 1.16(b); and
(5) in case such amount has been
computed under Section 1.16(b), that such
amount is greater than it would be if
computed under Section 1.16(a);
(f) the aggregate amount of net property
additions, if any, previously utilized under
this Indenture on the basis of interim
certificates but not included as net property
additions utilized under this Indenture in an
annual certificate, which shall be identified
by reference to each such interim certificate;
(g) the aggregate amount of net property
additions which may be utilized under this
Indenture, which shall be the excess of the
sum of (i) the amount stated under (a) of this
Section 3.02, (ii) the aggregate amount stated
under (b) of this Section 3.02, and (iii) the
aggregate amount stated under (d) (1) of this
Section 3.02, over the sum of (iv) the
aggregate amount stated under (c) of this
Section 3.02, (v) the aggregate amount stated
under (e)(1) of this Section 3.02, and (vi)
the aggregate amount stated under (f) of this
Section 3.02;
(h) with respect to net property additions
which are being utilized under this Indenture
on the basis of the interim certificate then
being filed with the Trustee:
(1) an amount equal to one hundred
fifty per centum (150%) of the principal
amount of any bonds for the
authentication and delivery of which
application is being made under Section
6.05 on the basis of such net property
additions, which bonds shall be
86
identified by reference to the resolution
requesting such authentication and
delivery;
(2) an amount equal to one hundred
fifty per centum (150%) of the amount of
any cash which is being withdrawn under
Section 11.02 on the basis of such net
property additions, which cash shall be
identified by reference to the request of
the Company for such withdrawal;
(3) the amount of any cash which is
being withdrawn under Section 11.03 on
the basis of such net property additions,
which cash shall be identified by
reference to the request of the Company
for such withdrawal;
(4) the amount, if any, by which cash
required to be deposited with the Trustee
under any of the provisions of this
Indenture is being reduced as permitted
by such provisions, which cash shall be
identified by reference to the request of
the Company for such reduction;
(5) the aggregate amount of net
property additions which are being
utilized under this Indenture on the
basis of such interim certificate, which
shall be the sum of the amounts stated
under (h) (1), (h) (2), (h) (3) and (h)
(4) of this Section 3.02; and
(6) that the aggregate amount of such
net property additions which are being
utilized under this Indenture on the
basis of such interim certificate does
not exceed the amount of net property
additions which may be so utilized as
stated under (g) of this Section 3.02;
(i) the balance, if any, of bondable bond
retirements not utilized under this Indenture
at the end of the year covered by and as
stated in the most recent annual certificate,
if any, filed with the Trustee;
(j) the aggregate amount of bondable bond
retirements, if any, previously included in an
interim certificate but not in an annual
certificate, which shall be identified by
reference to each such interim certificate;
(k) with respect to bondable bond
retirements, if any, not previously included
in an annual certificate or in an interim
certificate, but which the Company elects to
include in the interim certificate then being
filed with the Trustee:
(1) the aggregate amount of such
bondable bond retirements, the date,
amount and character of each such
retirement to be specified;
87
(2) that none of such bondable bond
retirements has been included in any
previous annual certificate or interim
certificate; and
(3) the principal amount and series
of the bonds, if any, included in such
bondable bond retirements, which are to
be retired concurrently with the filing
of such interim certificate; the
principal amount and series of any such
bonds which are so to be concurrently
retired by delivery to the Trustee for
cancellation and which are being
delivered to the Trustee at the time of
the filing of such interim certificate;
the principal amount and series of any
such bonds which are so to be
concurrently retired by deposit of cash
with the Trustee for their payment or
redemption; and the amount of any cash
which is being deposited with the Trustee
at the time of the filing of such interim
certificate, and which shall be
sufficient in amount for the payment or
redemption of any such bonds so to be
concurrently retired but which are not
being delivered to the Trustee;
(1) the aggregate amount of bondable bond
retirements, if any, previously utilized under
this Indenture on the basis of interim
certificates but not included as bondable bond
retirements utilized under this Indenture in
an annual certificate, which shall be
identified by reference to each such interim
certificate;
(m) the aggregate amount of bondable bond
retirements which may be utilized under this
Indenture, which shall be the excess of the
sum of (i) the amount stated under (i) of this
Section 3.02, (ii) the aggregate amount stated
under (j) of this Section 3.02, and (iii) the
aggregate amount stated under (k)(1) of this
Section 3.02, over (iv) the aggregate amount
stated under (1) of this Section 3.02; and in
case any of such bondable bond retirements is
being made the basis for the issuance of bonds
under Section 6.07 under circumstances which
do not require the filing of a net earnings
certificate, there shall be separately stated
the principal amount, interest rate and
maturity date of the bonds retired or to be
retired and made the basis for the issuance of
such bonds to be issued;
(n) with respect to bondable bond
retirements which are being utilized under
this Indenture on the basis of the interim
certificate then being filed with the Trustee:
(1) the principal amount of any bonds
for the authentication and delivery of
which application is being made under
Section 6.07 on the basis of such
bondable bond retirements, which bonds
shall be identified by reference to the
resolution requesting such
88
authentication and delivery, and, in case
such bonds are to be issued under
circumstances which do not require the
filing of a net earnings certificate, the
principal amount, interest rate and
maturity date of the bonds retired or to
be retired and made the basis for the
issuance of such bonds to be issued;
(2) the amount of any cash which is
being withdrawn under Section 11.02 on
the basis of such bondable bond
retirements, which cash shall be
identified by reference to the request of
the Company for such withdrawal;
(3) the amount of any cash which is
being withdrawn under Section 11.03 on
the basis of such bondable bond
retirements, which cash shall be
identified by reference to the request of
the Company for such withdrawal;
(4) the amount, if any, by which cash
required to be deposited with the Trustee
under any of the provisions of this
Indenture is being reduced as permitted
by such provisions, which cash shall be
identified by reference to the request of
the Company for such reduction;
(5) the aggregate amount of bondable
bond retirements which are being utilized
under this Indenture on the basis of such
interim certificate, which amount shall
be the sum of the amounts stated under
(n) (1), (n) (2), (n) (3), and (n) (4) of
this Section 3.02; and
(6) that the aggregate amount of such
bondable bond retirements which are being
utilized under this Indenture on the
basis of such interim certificate does
not exceed the amount of bondable bond
retirements which may be so utilized as
stated under (m) of this Section 3.02;
(o) with respect to current provisions for
depreciation for the period from the end of
the year covered by the most recent annual
certificate, if any, filed with the Trustee,
or, if no such certificate has theretofore
been filed with the Trustee, from February 1,
1954, to a date within sixty days of the date
of the interim certificate then being filed
with the Trustee:
(1) the aggregate amount of such
current provisions for depreciation;
(2) whether such amount has been
computed under Section 1.16(a) or under
Section 1.16(b);
(3) in case such amount has been
computed under Section 1.16(a), the
amount by which such amount has been
increased or decreased by net salvage;
89
(4) in case such amount has been
computed under Section 1.16(a), that
such amount is greater than it would
be if computed under Section
1.16(b);
(5) in case such amount has been
computed under Section 1.16(b), that
such amount is greater than it would
be if computed under Section
1.16(a); and
(6) that the facts stated under
(o) of this Section 3.02 are solely
for the purpose of informing the
Trustee as to the amount of such
current provisions for depreciation,
which, except as otherwise provided
in this Section 3.02, are not to be
deducted in the determination of the
amount of any net property additions
or bondable bond retirements which
may be utilized under this
Indenture; and
(p) that to the knowledge of the
President or Vice-President signing such
interim certificate the Company is not in
default under any of the provisions of
this Indenture, and that all conditions
precedent provided for in this Indenture
relating to the particular action to be
taken by the Trustee on the basis of such
interim certificate have been complied
with.
With and as a part of each interim
certificate filed with the Trustee, there
shall be filed an opinion of counsel stating,
in the signer's opinion, that all conditions
precedent provided for in this Indenture
relating to the particular action to be taken
by the Trustee on the basis of such interim
certificate have been complied with.
Wherever under this Indenture it is
provided that cash required to be deposited
with the Trustee may be reduced by an amount
equal to the amount of net property additions
or bondable bond retirements, or both, not
previously utilized under this Indenture, upon
receipt by the Trustee, among other things, of
an interim certificate evidencing the right of
the Company to such reduction, the term
"reduced" shall not be construed to preclude
the utilization of such net property additions
or bondable bond retirements, if sufficient in
amount, for the complete elimination of the
cash otherwise required to be deposited.
ARTICLE IV
DESIGNATION, FORM, EXECUTION, REGISTRATION
AND EXCHANGE OF BONDS
SECTION 4.01. At the option of the
Company, the bonds may be issued from time to
time in one or more series and (except as to
the bonds of the 1979 Series issuable by the
Edison Company, the designation of which is
9O
specified in Section 5.01) shall be designated
generally as the First Mortgage Bonds of the
Company.
Subject to the approval of the Trustee,
the Company may at any time or from time to
time, by resolution, change the general
designation of the bonds (other than the bonds
of the 1979 Series issuable by the Edison Com-
pany) from First Mortgage Bonds to such other
general designation as may in the opinion of
the Trustee be appropriate under the
circumstances existing at the particular time.
In the case of any such change, and until a
further change, all bonds of additional series
which may thereafter be authenticated and
delivered pursuant to the provisions of
Article VI shall bear such new general
designation. If additional bonds of any
particular series, of which series bonds are
outstanding at the time of any such change,
shall at any time thereafter be authenticated
and delivered, or if any bonds bearing such
new designation shall at any time thereafter
be authenticated and delivered pursuant to the
provisions of this Article IV upon transfer of
or in exchange for other bonds, or in
substitution for lost, destroyed or mutilated
bonds, the Company shall, at the option of and
without expense to the holders of bonds of
such series at the time outstanding, provide
for the issuance in exchange for such
outstanding bonds of new bonds of like series
and maturity date and bearing the new general
designation.
All bonds of any one series shall be
identical with respect to date of maturity
(unless the bonds are of serial maturities),
rate of interest (unless the bonds are of
serial maturities), dates of payment of
interest, place or places of payment of
principal and interest, terms of redemption
and redemption price or prices, if redeemable
(unless the bonds are of serial maturities),
terms of convertibility, if convertible, and
with respect to sinking fund provisions, if
any, and tax provisions, if any; but bonds of
the same series may be of different
denominations, and bonds of any series may be
of serial maturities and, in that case, may
differ with respect to interest rate or
redemption prices, or both.
All bonds of any one series shall be dated
as of the same date, except that each
registered bond without coupons (if such bonds
are authorized to be issued in such series)
issued on or after the interest payment date
next succeeding the date of issue of the
coupon bonds of such series shall be dated as
of the date of the interest payment date
thereof to which interest shall have been paid
on the bonds of such series next preceding the
date of issue unless issued on an interest
payment date to which interest shall have been
so paid, in which event such bond shall be
dated as of the date of issue.
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SECTION 4.02. Except as to the bonds of
the 1979 Series, provisions with respect to
which are contained in Article V, the
designation of the bonds of each series and
all of the terms and provisions to be
contained in such bonds or to be otherwise
applicable thereto shall, to the extent not
set forth in this Article IV, be set forth in
an indenture supplemental hereto, to be
executed by the Company, when and as
authorized by the Board of Directors, and the
Trustee, and the bonds of each such series:
(a) shall bear such particular
designation, in addition to the general
designation provided for in Section 4.01,
as shall be determined and authorized by
the Board of Directors;
(b) shall, in the case of the coupon
bonds of such series, be dated as of such
date as shall be determined and
authorized by the Board of Directors and
expressed in such bonds, and shall, in
the case of registered bonds without
coupons of such series, if such bonds are
authorized to be issued in such series,
be dated as provided in Section 4.01;
(c) shall mature on such date or, in
the case of serial maturities, on such
dates and in such respective principal
amounts, all as shall be determined and
authorized by the Board of Directors and
expressed in such bonds;
(d) shall bear interest at such rate
or, in the case of serial maturities, at
such rates, payable on such dates, all as
shall be determined and authorized by the
Board of Directors and expressed in such
bonds;
(e) shall be payable, both as to
principal and interest, in such coin or
currency of the United States of America
(but only in a coin or currency which at
the time of payment is legal tender for
the payment of public and private debts),
and at such place or places, all as shall
be determined and authorized by the Board
of Directors and expressed in such bonds;
(f) shall be either coupon bonds
registrable as to principal or registered
bonds without coupons, or both, and,
subject to the provisions of Section
4.04, shall be of such denominations, and
shall be numbered, all as shall be
determined and authorized by the Board of
Directors;
(g) shall be registrable,
transferable or exchangeable at such
place or places as shall be determined
and authorized by the Board of Directors
and expressed in such bonds;
(h) may, if so determined and
authorized by the Board of Directors, be
limited as to the aggregate principal
amount thereof which may at any one time
be outstanding, and an appropriate
insertion in respect of any such
limitation may, but need not, be made in
such bonds;
92
(i) may be made redeemable, at the
option of the Company, as a whole at any
time or in part from time to time, at
such redemption price or prices and at
such time or times and upon such other
terms, all as shall be determined and
authorized by the Board of Directors and
expressed in such bonds;
(j) may be made convertible into or
exchangeable for, at the option of the
holders thereof, shares of stock of any
class or other securities of the Company
or of any other corporation, at such
times and upon such terms and conditions
and subject to such adjustments in the
conversion price, all as shall be
determined and authorized by the Board of
Directors and expressed in such bonds;
(k) may contain such provisions for
the establishment of a sinking fund, in
such amount, payable at such time or
times, in such manner and upon such terms
and conditions, for the retirement of
bonds of such series, in whole or in
part, all as shall be determined and
authorized by the Board of Directors;
(l) may contain such lawful
provisions with respect to the reim-
bursement of, or the payment of interest
without deduction for, such taxes, as
shall be determined and authorized by the
Board of Directors; and
(m) may contain such other special
terms, provisions and conditions, not
contrary to the provisions of this
Indenture, and shall be entitled to the
benefit of such covenants and agreements,
in addition to those contained in this
Indenture, as may be set forth in the
supplemental indenture providing for the
issuance of bonds in such series, all as
shall be determined and authorized by the
Board of Directors.
SECTION 4.03. The bonds of each series
other than the bonds of the 1979 Series
issuable by the Edison Company, the interest
coupons to be attached to the coupon bonds of
such series, and the Trustee's certificate of
authentication to be endorsed on all bonds of
such series shall be substantially in the
general forms of coupon bond, coupon and
registered bond without coupons issuable by
the Gas Company, and general form of Trustee's
certificate of authentication, all as set
forth in the recitals of this Indenture, but
with such insertions therein, omissions
therefrom and variations thereof as shall be
necessary or appropriate to express or reflect
the designation and the particular terms and
provisions of the bonds of such series, all as
determined and authorized by the Board of
Directors pursuant to the provisions of
Section 4.02.
The bonds of any series may be in
engraved, lithographed or printed form as
determined and authorized by the Board of
Directors.
93
The bonds of any series may have imprinted
thereon or included therein any legend or
legends required in order to comply with any
law or with any rules or regulations made
pursuant thereto or with the rules or regu-
lations of any stock exchange or in order to
conform to usage, and the Board of Directors
by resolution may at any time amend any legend
or legends on bonds then outstanding so as to
comply with any such law, rule or regulation
or so as to conform to usage.
SECTION 4.04. Definitive coupon bonds of
each series may be issued in the denomination
of $1,000 each and (except as to the bonds of
the 1979 Series) in such denominations less
than $1,000 as shall be determined and
authorized by the Board of Directors or by any
officer or officers of the Company authorized
by the Board of Directors to make such
determination, and registered bonds without
coupons may be issued in the denomination of
$1,000 each and in such multiple or multiples
thereof as shall be determined and authorized
by the Board of Directors or by any officer or
officers of the Company authorized by the
Board of Directors to make such determination,
the authorization of the denomination of any
bond to be conclusively evidenced by the
execution thereof on behalf of the Company.
The principal amount of coupon bonds and of
registered bonds without coupons of any series
to be authenticated hereunder in each of the
authorized denominations in which such bonds
may be authenticated, shall be as set forth in
the order of the Company given to the Trustee
in connection with the authentication and
delivery of such bonds.
SECTION 4.05. All bonds issued hereunder
shall, from time to time, be executed on
behalf of the Company by its President or one
of its Vice-Presidents, manually or by
facsimile signature, and shall have its
corporate seal impressed thereon or a
facsimile thereof imprinted thereon, attested
by its Secretary or one of its Assistant
Secretaries, or by such other form of
execution as shall be prescribed by statute,
by-law or resolution. In case any officer or
officers who shall have signed any bonds,
manually or by facsimile signature, shall
cease to be such officer or officers before
the bonds so signed shall have been actually
authenticated and delivered, such bonds
nevertheless may be issued, authenticated and
delivered with the same force and effect as
though the person or persons who so signed
such bonds had not ceased to be such officer
or officers of the Company. The interest
coupons to be attached to coupon bonds issued
hereunder shall be
94
authenticated by the facsimile signature of
the present Treasurer or of any future
Treasurer of the Company, and the Company may
also adopt and use for that purpose the
facsimile signature of any person who shall
have been such Treasurer, notwithstanding the
fact that he may have ceased to be such
Treasurer at the time of the execution thereof
or at the time when such bonds shall be
actually authenticated and delivered. Before
authenticating any coupon bonds the Trustee
shall detach and cancel all matured coupons
thereto attached and, upon the request of the
Company, the Trustee shall deliver such
coupons to the Company or shall cremate such
coupons and deliver a certificate of cremation
to the Company, as may be specified in such
request.
SECTION 4.06. The Company shall maintain
an office or agency for the registration,
transfer and exchange of bonds of a particular
series at each place at which the bonds of
such series shall be registrable, transferable
and exchangeable, and shall keep at each such
office or agency books for the registration,
transfer and exchange of such bonds. All bonds
presented or surrendered to the Company for
registration, transfer or exchange in accord-
ance with the provisions hereinafter in this
Article IV contained, shall be so presented or
surrendered at one of such offices or agencies
to be maintained by the Company as above
provided. Each such agency, other than the
Trustee, established by the Company, shall be
subject to approval by the Trustee.
SECTION 4.07. The holder of any coupon
bond issued hereunder, upon the presentation
thereof to the Company, may have the ownership
thereof registered, as to principal only, on
said registry books of the Company, and such
registration noted on the bond. After such
registration no further transfer of such bond
shall be valid unless made on said books by
the registered owner in person or by his duly
authorized attorney and similarly noted on
such bond; but such bond may be discharged
from registration by being in like manner
transferred to bearer, and thereupon transfer-
ability by delivery shall be restored; and
such bond may again and from time to time be
registered or discharged from registration as
before. Such registration, however, shall not
affect the negotiability of the coupons at-
tached to such bond but every such coupon
shall continue to be transferable by delivery
merely, and shall remain payable to bearer.
SECTION 4.08. The registered owner of any
registered bond without coupons may, in person
or by duly authorized attorney, have such bond
transferred, upon the surrender thereof to the
Company, accompanied by
95
a written instrument of transfer in form
approved by the Trustee, and thereupon the
Company shall execute in the name of the
transferee or his nominee and the Trustee
shall authenticate and deliver a new
registered bond or bonds without coupons of
the same series and maturity date as the
surrendered bond, for a like aggregate
principal amount, and in any denomination or
denominations in which the registered bonds
without coupons of such series are authorized
to be issued.
SECTION 4.09. Coupon bonds of any series
in which such bonds are authorized to be
issued in different denominations may, upon
the surrender thereof to the Company, be
exchanged for one or more other coupon bonds
of the same series and maturity date as the
surrendered bonds, for a like aggregate
principal amount, and in any denomination or
denominations in which the coupon bonds of
such series are authorized to be issued.
Coupon bonds of any series in which
registered bonds without coupons are
authorized to be issued, equal in aggregate
principal amount to any authorized
denomination of such registered bonds without
coupons, may, upon the surrender of such
coupon bonds to the Company, be exchanged for
a registered bond or bonds without coupons of
the same series and maturity date as the
surrendered bonds, for a like aggregate
principal amount, and in any denomination or
denominations in which the registered bonds
without coupons of such series are authorized
to be issued.
Registered bonds without coupons of any
series in which such bonds are authorized to
be issued in different denominations may, upon
the surrender thereof to the Company, be
exchanged for one or more other registered
bonds without coupons of the same series and
maturity date as the surrendered bonds, for a
like aggregate principal amount, and in any
denomination or denominations in which the
registered bonds without coupons of such
series are authorized to be issued.
Any registered bond or bonds without
coupons of any series may, upon the surrender
thereof to the Company, be exchanged for a
coupon bond or bonds of the denomination of
$1,000 each, of the same series and maturity
date, and for a like aggregate principal
amount.
SECTION 4.10. Until definitive bonds of
any series are ready for delivery, there may,
if authorized by the Board of Directors, be
authenticated and delivered in lieu of any
thereof temporary bonds of such series, in
bearer or registered form, substantially of
the same tenor as that of the definitive
96
bonds of such series, except that such
temporary bearer bonds may be issued without
coupons or with one or more coupons, may be
issued without provision for registration as
to principal, may contain, in lieu of a
statement of the redemption prices required to
be set forth in the definitive bonds, a
reference to this Indenture (in the case of
the bonds of the 1979 Series) or to the
applicable supplemental indenture (in the case
of bonds of any other series) for a statement
of such redemption prices, and may be issued
with such other appropriate variations from
the forms of the definitive bonds, all as
shall be determined and authorized by the
Board of Directors. Such temporary bonds shall
be in such denominations as shall be specified
in the order of the Company given to the
Trustee in connection with the authentication
and delivery of such bonds.
Definitive bonds of such series shall
(except in the case of the holder of any
temporary bond who shall not require the
delivery to him of a definitive bond in
exchange for such temporary bond) be prepared
by the Company as soon as practicable after
the issuance of the temporary bonds, and as
soon as such definitive bonds are ready for
delivery, the holders of the temporary bonds
of such series, upon the surrender thereof to
the Company, shall be entitled to receive such
definitive bonds in exchange therefor, either
in the form of coupon bonds or (if registered
bonds without coupons are authorized to be
issued in such series and if the temporary
bonds so surrendered aggregate in principal
amount any authorized denomination of such
registered bonds without coupons) in the form
of registered bonds without coupons, of the
same series and maturity date, for a like
aggregate principal amount, and in any
denomination or denominations in which such
coupon bonds or registered bonds without
coupons, as the case may be, are authorized to
be issued.
Until exchanged for definitive bonds, the
temporary bonds of any series issued hereunder
shall be entitled to the same rights under
this Indenture as the definitive bonds of such
series. When and as interest is paid upon
temporary bonds, the fact of such payment
shall be noted thereon unless made upon
presentation and surrender of a coupon
appertaining thereto. Until definitive bonds
of any series are ready for delivery,
temporary bonds of such series, whether in
bearer or registered form, if issued in more
than one denomination, may be exchanged as
between denominations and, if issued in both
bearer and registered form, such temporary
bearer bonds may be exchanged for temporary
registered bonds and such temporary registered
bonds may be exchanged for temporary bearer
bonds, all in the manner
97
and subject to the limitations specified in
Section 4.09 with respect to the exchange of
definitive bonds.
SECTION 4.11. In every case in which the
privilege of exchange of bonds is desired to
be exercised under any of the provisions of
this Article IV, the bonds surrendered for
exchange shall, in the case of coupon bonds,
be accompanied by all unmatured coupons
thereto appertaining and all matured coupons,
if any, thereto appertaining representing
interest not paid or made available for
payment, and shall, in the case of registered
bonds without coupons and coupon bonds
registered as to principal, be accompanied by
a written instrument of transfer, in form
approved by the Trustee, duly executed by the
holder thereof or by duly authorized attorney.
Upon each such surrender of bonds the Company
shall execute and the Trustee shall
authenticate and deliver, in exchange for such
bonds so surrendered, the bond or bonds which
the bondholder making the exchange shall be
entitled to receive.
Upon each exchange of bonds pursuant to
any of the provisions of this Article IV,
other than upon exchange of temporary bonds
for definitive bonds (and except as provided
in Section 6.03 with respect to the authenti-
cation and delivery of bonds in replacement of
bonds of the 1979 Series issued by the Edison
Company), and upon each transfer of ownership
of registered bonds without coupons or of
coupon bonds registered as to principal, the
Company may make a charge therefor sufficient
to reimburse it for any stamp or other tax or
governmental charge required to be paid by the
Company or the Trustee, and in addition may
charge a sum not exceeding two dollars for
each new bond issued upon any such exchange or
transfer.
The Company shall not be required to make
exchanges or transfers of bonds for a period
of ten days next preceding an interest payment
date thereof. In the case of a redemption of
less than all of the bonds of a particular
series at the time outstanding, the Company
shall not be required to make exchanges or
transfers of bonds of such series which are to
be redeemed, or portions of the principal
amounts of which are to be redeemed, after
such bonds or portions thereof shall have been
drawn for redemption in the manner provided in
Section 7.01.
SECTION 4.12. Upon receipt by the Company
and the Trustee of evidence satisfactory to
them of the loss or destruction of any
outstanding bond of any series, and of
indemnity satisfactory to them, or in case of
the mutilation of any such bond, upon
surrender and cancellation of such bond, and
98
upon receipt of indemnity satisfactory to
them, if requested, the Company in its
discretion may execute, and the Trustee may
authenticate and deliver, a new bond of the
same series, maturity date and denomination
and of like tenor and bearing the same serial
number (to which the Trustee may add a
distinguishing mark), in substitution for such
lost, destroyed or mutilated bond, as the case
may be. Upon the issuance of any such bond,
the Company may, in its discretion, make a
charge therefor sufficient to reimburse it for
any stamp or other tax or governmental charge
or other expense connected therewith required
to be paid by the Company or the Trustee, and
in addition may charge a sum not exceeding two
dollars for each bond so issued as aforesaid.
Any bond issued under the provisions of this
Section 4.12 shall constitute an additional
contractual obligation of the Company whether
or not the bond in substitution for which such
new bond is issued shall be enforceable by any
holder thereof, and such new bond and all
coupons, if any, thereto appertaining shall be
entitled to the security and benefit of this
Indenture equally and ratably with all other
bonds and coupons issued hereunder.
SECTION 4.13. As to each registered bond
without coupons and each coupon bond
registered as to principal, the person in
whose name such bond shall be registered shall
be deemed and regarded as the owner thereof
for all purposes, and neither the Company nor
the Trustee shall be affected by any notice to
the contrary, and payment of or on account of
the principal of such bond, if it be a coupon
bond registered as to principal, and of the
principal and interest, if it be a registered
bond without coupons, shall be made only to or
upon the order in writing of the registered
owner thereof. All such payments shall be
valid and effectual to satisfy and discharge
the liability upon such bonds to the extent of
the sum or sums so paid. The Company and the
Trustee, each in its discretion, may deem and
treat the bearer of any coupon bond, which
shall not at the time be registered as to
principal, and the bearer of any coupon for
interest appertaining to such bond, whether
such bond shall be registered as to principal
or not, as the absolute owner of such bond or
coupon for the purpose of receiving payment
thereof, and for all other purposes
whatsoever, and neither the Company nor the
Trustee shall be affected by any notice to the
contrary.
SECTION 4.14. No bond shall be issued
hereunder unless there shall be endorsed
thereon the executed certificate of
authentication of the Trustee, substantially
in the general form hereinbefore recited, that
it is one of the bonds of the series
designated therein, referred to and described
in this
99
Indenture or (in the case of bonds of a series
other than the 1979 Series) in the applicable
supplemental indenture; and such certificate
on any bond shall be conclusive evidence that
it is duly issued hereunder.
SECTION 4.15. All bonds authenticated and
delivered which shall at any time be delivered
by the Company to the Trustee pursuant to any
of the provisions of this Indenture shall, in
the case of coupon bonds, be accompanied by
all unmatured coupons thereto appertaining and
all matured coupons, if any, thereto
appertaining representing interest not paid or
made available for payment, and shall, in the
case of registered bonds without coupons and
coupon bonds registered as to principal, be
accompanied by a written instrument of
transfer in form approved by the Trustee, duly
executed by the holder thereof or by duly
authorized attorney.
SECTION 4.16. Whenever under any of the
provisions of this Indenture bonds
authenticated and delivered, or coupons
appertaining thereto, shall be delivered by
the Company to the Trustee pursuant to or as
permitted by any of the provisions of this
Indenture or shall be surrendered by the
holders thereof or by any paying agent to the
Trustee upon any replacement, exchange,
transfer or substitution, or upon payment or
redemption, all such bonds and coupons shall
be forthwith cancelled by the Trustee, and
from time to time, upon the request of the
Company, the Trustee shall deliver such bonds
and coupons to the Company or shall cremate
such bonds and coupons and deliver a
certificate of cremation to the Company, as
may be specified in such request.
ARTICLE V
BONDS OF 1979 SERIES
SECTION 5.01. As indicated in the recitals
of this Indenture, the bonds of the 1979
Series issuable by the Edison Company shall be
designated "Commonwealth Edison Company Gas
Divisional Lien Bonds, 3-1/2% Series due
January 1, 1979", and the bonds of such series
to be executed by the Gas Company and
authenticated and delivered by the Trustee in
replacement of such bonds issuable by the
Edison Company, as provided in Section 6.03,
shall be designated "Northern Illinois Gas
Company First Mortgage Bonds, 3-1/2% Series due
1979." The bonds of the 1979 Series which may
be issued and outstanding under this Indenture
shall not exceed $60,000,000 in aggregate
principal amount, exclusive of bonds of such
series authenticated and delivered pursuant to
the provisions of Section 4.12.
100
SECTION 5.02. The bonds of the 1979 Series
issuable by the Edison Company shall be
registered bonds without coupons and shall be
substantially in the form of bond of such
series, issuable by the Edison Company, set
forth in the recitals of this Indenture. The
bonds of the 1979 Series to be executed by the
Gas Company shall be coupon bonds registrable
as to principal and registered bonds without
coupons, and the forms of such bonds, of the
interest coupons to be attached to such coupon
bonds, and of the Trustee's certificate of
authentication to be endorsed on all bonds of
the 1979 Series, shall be as provided in
Section 4.03.
SECTION 5.03. The registered bonds without
coupons of the 1979 Series issuable by the
Edison Company and the bonds of such series to
be executed by the Gas Company shall be in the
denomination of $1,000 each and in such
multiple or multiples thereof as shall be
determined and authorized in the manner
provided in Section 4.04. The coupon bonds of
the 1979 Series shall be in the denomination
of $1,000 each. The registered bonds without
coupons of the 1979 Series issuable by the
Edison Company shall be numbered R-1 and
consecutively upwards, the registered bonds of
such series to be executed by the Gas Company
shall be likewise numbered, and the coupon
bonds of such series shall be numbered M-1 and
consecutively upwards, or any or all of such
bonds may be numbered in such other appro-
priate manner as shall from time to time be
determined and authorized by the Board of
Directors.
The coupon bonds of the 1979 Series shall
be dated January 1, 1954, and the registered
bonds without coupons of such series shall be
dated as provided in Section 4.01. All bonds
of the 1979 Series shall mature January 1,
1979, and shall bear interest at the rate of
3-1/2% per annum until the principal thereof
shall be paid, such interest to be payable
semi-annually on the first day of January and
July in each year.
Both the principal of and the interest on
the bonds of the 1979 Series shall be payable
in any coin or currency of the United States
of America which at the time of payment is
legal tender for the payment of public and
private debts, and both such principal and
interest shall be payable at the office or
agency of the Company in the City of Chicago,
State of Illinois, or, at the option of the
holder, at the office or agency of the Company
in the Borough of Manhattan, The City of New
York, State of New York. The bonds of the 1979
Series shall be registrable, transferable and
exchangeable, in the manner provided in
Sections 4.07, 4.08 and 4.09, at either of
such offices or agencies.
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SECTION 5.04. Upon the notice and in the
manner provided in Section 7.01, and with the
effect provided in Section 7.02, the bonds of
the 1979 Series (a) shall be redeemable at the
option of the Company, as a whole at any time
or in part from time to time prior to the
maturity thereof, at the applicable redemption
price (expressed as a percentage of principal
amount) set forth below under "General
Redemption Prices", plus accrued and unpaid
interest to the redemption date, and (b) shall
be subject to redemption pursuant to the
sinking fund provided for in Section 5.05, in
part, on April 1 or during the four months'
period preceding April 1 of each of the years
1958 to 1978, both inclusive, at the
applicable redemption price (expressed as a
percentage of principal amount) set forth
below under "Sinking Fund Redemption Prices",
plus accrued and unpaid interest to the
redemption date:
General Redemption Prices Sinking Fund Redemption Prices
If Redeemed During Twelve If Redeemed on April 1 or
Months' Period Beginning During Four Months'Period
January 1 Preceding April 1
1966...102.75% 1966...101.26%
1954...105.50% 1967...102.53% 1967...101.18%
1955...105.28% 1968...102.30% 1968...101.10%
1956...105.05% 1969...102.07% 1969...101.02%
1957...104.82% 1970...101.84% 1970...100.93%
1958...104.59% 1971...101.61% 1958...101.80% 1971...100.84%
1959...104.36% 1972...101.38% 1959...101.74% 1972...100.75%
1960...104.13% 1973...101.15% 1960...101.68% 1973...100.65%
1961...103.90% 1974...100.92% 1961...101.61% 1974...100.55%
1962...103.67% 1975...100.69% 1962...101.55% 1975...100.45%
1963...103.44% 1976...100.46% 1963...101.48% 1976...100.34%
1964...103.21% 1977...100.24% 1964...101.41% 1977...100.24%
1965...102.98% 1978...100.12% 1965...101.33% 1978...100.12%
SECTION 5.05. The provisions relating to the
sinking fund to be established for the
retirement of bonds of the 1979 Series are as
follows:
(I) The Company covenants that it will, on a
date to be selected by it within the three
months' period beginning November 1 of each of
the years 1957 to 1977, both inclusive
(hereinafter called a "sinking fund payment
period"), pay to the Trustee, as and for a
sinking fund, the amount of $1,200,000 in cash
(hereinafter called "sinking fund cash", and the
amount of each such payment being hereinafter
called a "sinking fund payment"); provided,
however, that at the election of the Company any
102
sinking fund payment may be satisfied, in whole
or in part, by the certification to the Trustee,
in lieu of the payment of a specified amount of
sinking fund cash, of an equal principal amount
of bonds of the 1979 Series, theretofore
outstanding, reacquired by the Company and
delivered to the Trustee, for cancellation,
pursuant to the provisions of this Section 5.05,
either upon such certification or prior thereto,
but not previously certified to the Trustee
either in lieu of the payment of sinking fund
cash under the provisions of this Division (I)
or as a basis for the withdrawal, under the pro-
visions of Division (III) of this Section 5.05,
of sinking fund cash held by the Trustee.
On the date selected by the Company within
each sinking fund payment period for the making
of the current sinking fund payment, the Company
shall deliver to the Trustee the following:
(a) an officers' certificate stating:
(1) the principal amount, if any, of
bonds of the 1979 Series, theretofore
outstanding, reacquired by the Company and
delivered with such certificate to the
Trustee, for cancellation, or previously
delivered to the Trustee, for cancellation,
pursuant to the provisions of this Section
5.05, which the Company certifies in lieu
of the payment of an equal amount of
sinking fund cash; that no portion of such
principal amount so certified has
previously been certified to the Trustee
either in lieu of the payment of sinking
fund cash under the provisions of this
Division (I) or as a basis for the
withdrawal, under the provisions of
Division (III) of this Section 5.05, of
sinking fund cash held by the Trustee; and
the balance, if any, of principal amount of
such bonds not so certified and not
previously so certified; and
(2) the amount of sinking fund cash, if
any, required to satisfy the current
sinking fund payment;
(b) the uncancelled bonds of the 1979
Series, if any, to be delivered to the
Trustee with such officers' certificate;
and
(c) the sinking fund cash, if any,
specified pursuant to (2) of such officers'
certificate.
(II) Sinking fund cash on deposit with the
Trustee may or shall be applied toward the
redemption of bonds of the 1979 Series in
accordance with the provisions of (a), (b) and
(c) of this Division (II), each such redemption
to be effected by the payment of the applicable
sinking fund redemption price set forth in
Section 5.04.
103
(a) On any date within any sinking fund
payment period or on any date subsequent thereto
but prior to the next succeeding February 15,
the Company may, at its election, by the
delivery to the Trustee of a notice of the
character specified in Section 7.01 and upon
compliance with all of the applicable provisions
of Section 7.01, direct the Trustee to apply a
specified amount of sinking fund cash (all or
any part thereof) then on deposit with the
Trustee toward the redemption, on a date not
later than the next succeeding April 1, of an
equal principal amount of bonds of the 1979
Series then outstanding.
(b) If on February 15 next succeeding any
sinking fund payment period the amount of
sinking fund cash on deposit with the Trustee,
and not at the time required to be applied
toward the redemption of bonds of the 1979
Series pursuant to (a) of this Division (II),
shall equal or exceed $500,000, such cash shall
be applied by the Trustee toward the redemption,
on the next succeeding April 1, of an equal
principal amount of bonds of the 1979 Series
then outstanding. For all purposes of this
Indenture the Trustee shall be deemed to have
been irrevocably directed by the Company so to
apply such cash.
(c) If on February 15 next succeeding any
sinking fund payment period the amount of
sinking fund cash on deposit with the Trustee,
and not at the time required to be applied
toward the redemption of bonds of the 1979
Series pursuant to (a) of this Division (II),
shall be less than $500,000, the Company may, at
its election and in the manner provided in (a)
of this Division (II), direct the Trustee to
apply a specified amount of such cash (all or
any part thereof) toward the redemption, on the
next succeeding April 1, of an equal principal
amount of bonds of the 1979 Series then
outstanding.
In the case of each redemption of bonds of
the 1979 Series pursuant to the provisions of
this Division (II), the Company covenants that
it will deposit with the Trustee, not later than
the opening of business on the redemption date,
a sum in cash equal to the premium on the bonds
of the 1979 Series to be redeemed and accrued
and unpaid interest on such bonds to such
redemption date, and upon such deposit the
Trustee shall be deemed to have been irrevocably
directed to apply such cash toward the
redemption of such bonds.
Whenever under the provisions of this
Division (II) any sinking fund cash at the time
on deposit with the Trustee may or shall be
applied toward the redemption of bonds of the
1979 Series, such cash may and, in the
104
case of (b) of this Division (II), shall be
deemed to include cash to be received by the
Trustee, prior to the proposed redemption date,
upon and as the result of the sale of government
obligations, to the extent of the amount,
including accrued interest, expended by the
Trustee out of such sinking fund cash in the
purchase, under the provisions of Section 11.05,
of the government obligations sold or to be
sold. For the purpose of determining, under the
provisions of (b) or (c) of this Division (II),
the amount of sinking fund cash on deposit with
the Trustee on February 15 next succeeding any
sinking fund payment period, such cash shall be
deemed to include an amount equal to the amount,
including accrued interest, expended by the
Trustee out of such sinking fund cash in the
purchase, under the provisions of Section 11.05,
of government obligations then held by the
Trustee.
(III) Unless the Company shall be in default
under any of the provisions of this Indenture,
any sinking fund cash on deposit with the
Trustee, and not at the time required to be
applied toward the redemption of bonds of the
1979 Series pursuant to the provisions of
Division (II) of this Section 5.05, shall be
paid over by the Trustee to the Company in an
amount equal to the principal amount of bonds of
the 1979 Series, theretofore outstanding,
reacquired by the Company and certified to the
Trustee (upon or subsequent to the delivery
thereof to the Trustee, for cancellation, pur-
suant to the provisions of this Section 5.05) as
a basis for such withdrawal of sinking fund
cash, but not previously certified to the
Trustee either in lieu of the payment of sinking
fund cash under the provisions of Division (I)
of this Section 5.05 or as a basis for the
withdrawal, under the provisions of this
Division (III), of sinking fund cash held by the
Trustee, such payment to be made by the Trustee
to the Company upon receipt by the Trustee of
the following:
(a) a request of the Company for the
payment to it of a specified amount of
sinking fund cash;
(b) an officers' certificate stating:
(1) the principal amount, if any,
of bonds of the 1979 Series,
theretofore outstanding, reacquired by
the Company and delivered with such
certificate to the Trustee, for
cancellation, pursuant to the
provisions of this Section 5.05 or
previously delivered to the Trustee,
for cancellation, pursuant to such
provisions, which the Company
certifies as a basis for the
withdrawal of such sinking fund cash;
that no portion of such principal
amount so certified has been
previously certified to the Trustee
either in lieu of the payment of
sinking fund cash under the provisions
105
of Division (I) of this Section 5.05
or as a basis for the withdrawal,
under the provisions of this Division
(III), of sinking fund cash held by
the Trustee; and
(2) that to the knowledge of the
signers the Company is not in default
under any of the provisions of this
Indenture, and that all conditions
precedent provided for in this
Indenture relating to the withdrawal
of such sinking fund cash have been
complied with;
(c) the uncancelled bonds of the 1979
Series, if any, to be delivered to the
Trustee with such officers' certificate;
and
(d) an opinion of counsel stating that
in the signer's opinion all conditions
precedent provided for in this Indenture
relating to the withdrawal of such sinking
fund cash have been complied with.
(IV) Nothing in this Section 5.05 contained
shall be construed to permit the certification
by the Company, for the purpose of reducing the
amount of any sinking fund payment or as a basis
for the withdrawal of any sinking fund cash, of
a principal amount of bonds of the 1979 Series
which is not a multiple of $1,000, or to permit
the Company to direct the Trustee, or to require
or permit the Trustee, to apply toward the
redemption of outstanding bonds of the 1979
Series an amount of sinking fund cash which is
not a multiple of $1,000.
(V) When all bonds of the 1979 Series shall
have been retired, all sinking fund cash, if
any, then on deposit with the Trustee, and not
required for the redemption of any bonds of such
series which previously shall have been called
for redemption, shall be paid over by the
Trustee to or upon the order of the Company upon
receipt by the Trustee of a request of the
Company for such payment.
ARTICLE VI
ISSUANCE OF BONDS
SECTION 6.01. Except as provided in Section
5.01 with respect to the bonds of the 1979 Series and except as may
hereafter be otherwise expressly determined and
authorized by the Board of Directors with
respect to the aggregate principal amount of
bonds issuable in a particular series other than
the 1979 Series, the aggregate principal amount
of bonds which may be issued under this
Indenture is not limited, but shall be such
aggregate principal amount as may from time to
time be authenticated and delivered under the
provisions hereof.
106
Nothing in this Indenture contained shall
limit the power of the Board of Directors to fix
the terms upon which and the price at which the
bonds authenticated and delivered under any of
the provisions of this Indenture may be issued,
sold or otherwise disposed of.
No bonds, except upon transfer of or in
exchange for other bonds, or in substitution for
lost, destroyed or mutilated bonds, shall be
authenticated or delivered by the Trustee if the
Company is at the time in default under any of
the provisions of this Indenture.
SECTION 6.02. Bonds of the 1979 Series, not
exceeding $60,000,000 in aggregate principal
amount, may at any time be executed by the
Edison Company and be delivered to the Trustee
for authentication, and such bonds shall,
without awaiting the recording of this
Indenture, be authenticated and delivered by the
Trustee to or upon the order of the Company upon
receipt by the Trustee of the following:
(a) a request of the Company for such
authentication;
(b) an officers' certificate stating
that all conditions precedent provided for
in this Indenture relating to the
authentication and delivery of such bonds
have been complied with;
(c) an opinion of counsel stating, in
the signer's opinion, (1) that the issuance
of such bonds has been duly authorized by
the necessary corporate action and by order
or orders duly entered by Illinois Commerce
Commission, the only governmental authority
the consent of which is required for the
legal issuance of such bonds; (2) that the
Edison Company has good title to the
mortgaged property, subject only to the
lien of this Indenture and to permitted
liens; (3) that the Edison Company has all
necessary corporate and governmental
authority to own and operate the mortgaged
property; (4) that as to such part of the
mortgaged property as has been constructed
on, over or in land owned by others than
the Edison Company, the Edison Company
holds subsisting easements, rights-of-way,
leases, franchises, licenses, permits or
other rights on, over or in such land,
which are valid in accordance with their
respective terms, and that the terms
thereof are such as to permit the
construction and operation of such part of
the mortgaged property on, over or in such
land; and (5) that all conditions precedent
provided for in this Indenture relating to
the authentication and delivery of such
bonds have been complied with; and
(d) the order or orders of Illinois
Commerce Commission, officially
authenticated, referred to in such opinion
of counsel.
107
SECTION 6.03. After the authentication and
delivery by the Trustee of the bonds of the 1979
Series, as provided in Section 6.02, and after
the adoption of this Indenture by the Gas
Company and the assumption by it of the bonds of
the 1979 Series, in the manner provided in
Section 2.01, and after the execution by the
Trustee, as provided in Section 2.02, of the
indenture of adoption executed by the Gas
Company, the holder of any such bond (as soon as
bonds of the 1979 Series bearing the new
designation "Northern Illinois Gas Company First
Mortgage Bonds 3-1/2% Series due January 1, 1979"
as specified in Section 2.01, are ready for
delivery) shall, upon the surrender of such bond
at the office of the Trustee, accompanied by a
written instrument of transfer, in form approved
by the Trustee, duly executed by such holder or
by duly authorized attorney, be entitled to
receive in replacement of such bond, without
charge to such holder, bonds bearing such new
designation, in aggregate principal amount equal
to the principal amount of the bond so
surrendered, and in the form of definitive
coupon bonds or temporary bonds without coupons
(or with one or more coupons), of the
denomination of $1000 each, or, at the option of
such holder, definitive or temporary registered
bonds without coupons, of the denomination of
$1000 each or of any authorized multiple
thereof, the determination as to whether such
bonds shall be deliverable in definitive form or
in temporary form to be made by the Gas Company.
If any such temporary bonds are so delivered,
they shall be exchangeable for definitive bonds,
without charge to the respective holders of the
temporary bonds and otherwise upon the terms and
in the manner provided in Section 4.10. Upon
each such surrender of a bond of the 1979 Series
issued by the Edison Company, the Gas Company
shall execute and the Trustee, after it shall
have received the certificate, opinion and order
or orders specified in Section 2.02, shall
authenticate and deliver, in replacement of such
bond so surrendered, the bond or bonds of the
1979 Series, bearing such new designation, which
the holder of the bond so surrendered shall be
entitled to receive.
SECTION 6.04. Upon application by the
Company to the Trustee for the authentication
and delivery of bonds under the provisions of
Section 6.05, 6.06 or 6.07, the Company shall
deliver to the Trustee the following:
(a) a resolution authorizing the
execution and issuance of and requesting
the Trustee to authenticate and deliver
bonds, specifying the principal amount and
series thereof, and any other matters with
respect thereto required or permitted by
this Indenture;
108
(b) if an interim certificate is not
filed in connection with the particular
application for the authentication and
delivery of bonds, an officers' certificate
stating that to the knowledge of the
signers the Company is not in default under
any of the provisions of this Indenture,
and that all conditions precedent provided
for in this Indenture relating to the
authentication and delivery of the bonds
applied for have been complied with;
(c) an opinion of counsel stating, in
the signer's opinion, (1) that the issuance
of such bonds has been duly authorized by
the necessary corporate action and by any
and all governmental authorities the
consent of which is required for the legal
issuance of such bonds, and specifying any
officially authenticated orders or other
documents by which such consent is or may
be evidenced, or that no such consent is
required; (2) that, since the date of the
last previous opinion of counsel filed with
the Trustee pursuant to the provisions of
this Article VI, or since the actual date
of execution and delivery of this Indenture
in the case of the first such opinion filed
under this Article VI, none of the
mortgaged property has become subject to
any lien or encumbrance prior to the lien
of this Indenture as security for the
additional bonds then applied for, except
(i) permitted liens and (ii) prior liens on
property, including additions thereto,
acquired by the Company after January 31,
1954; and (3) if an interim certificate is
not filed in connection with the particular
application for the authentication and
delivery of bonds, that all conditions
precedent provided for in this Indenture
relating to the authentication and delivery
of the bonds applied for have been complied
with;
(d) the officially authenticated orders
or other documents, if any, specified in
such opinion of counsel; and
(e) in case such bonds constitute the
initial issue of bonds of a particular
series, a supplemental indenture of the
character referred to in Section 4.02.
SECTION 6.05. Bonds of any one or more
series, other than the 1979 Series, may be
authenticated and delivered under and subiect to
the provisions of this Section 6.05 upon the
basis of and in a principal amount equal to
66-2/3% of the amount of net property additions
not previously utilized under this Indenture.
Such bonds shall be authenticated and delivered
to or upon the order of the Company upon receipt
by the Trustee of the following:
109
(a) the resolution, opinion of counsel,
orders or documents, if any, and
supplemental indenture, if required,
specified in Section 6.04;
(b) an interim certificate evidencing
the right of the Company to the
authentication and delivery of such bonds
on the basis of net property additions,
together with the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
all as specified in such interim
certificate; and
(c) a net earnings certificate, which
shall be signed by an independent
accountant in case the twelve months'
period covered by such net earnings
certificate is a period with respect to
which an annual report is required to be
filed by the Company under Section 9.17,
and in case the aggregate principal amount
of bonds authenticated and delivered since
the beginning of the then current year
(other than those with respect to which a
net earnings certificate is not required or
with respect to which a net earnings
certificate signed by an independent
accountant has previously been filed) is
10% or more of the principal amount of the
bonds at the time outstanding hereunder.
SECTION 6.06. Bonds of any one or more
series, other than the 1979 Series, may be
authenticated and delivered under and subject to
the provisions of this Section 6.06 upon the
basis of and in a principal amount equal to the
amount of cash deposited by the Company with the
Trustee as a basis for the issuance of such
bonds. Such bonds shall be authenticated and
delivered to or upon the order of the Company
upon receipt by the Trustee of the following:
(a) the resolution, officers'
certificate, opinion of counsel, orders or
documents, if any, and supplemental
indenture, if required, specified in
Section 6.04;
(b) an amount of cash equal to the
principal amount of bonds for the
authentication and delivery of which
application is made under the provisions of
this Section 6.06; and
(c) a net earnings certificate, which
shall be signed by an independent
accountant in case the twelve months'
period covered by such net earnings
certificate is a period with respect to
which an annual report is required to be
filed by the Company under Section 9.17,
and in case the aggregate principal amount
of bonds authenticated and delivered
110
since the beginning of the then current
year (other than those with respect to
which a net earnings certificate is not
required or with respect to which a net
earnings certificate signed by an
independent accountant has previously been
filed) is 10% or more of the principal
amount of the bonds at the time outstanding
hereunder.
All cash deposited with the Trustee under
this Section 6.06 shall be held by the Trustee
as a part of the mortgaged property and shall be
paid over, withdrawn, used or applied in the
manner, to the extent, for the purposes and
subject to the conditions set forth in Section
11.02.
SECTION 6.07. Bonds of any one or more
series, other than the 1979 Series, may be
authenticated and delivered under and subject to
the provisions of this Section 6.07 upon the
basis of and in a principal amount equal to the
amount of bondable bond retirements not
previously utilized under this Indenture. Such
bonds shall be authenticated and delivered to or
upon the order of the Company upon receipt by
the Trustee of the following:
(a) the resolution, opinion of counsel,
orders or documents, if any, and
supplemental indenture, if required,
specified in Section 6.04;
(b) an interim certificate evidencing
the right of the Company to the
authentication and delivery of such bonds
on the basis of bondable bond retirements,
together with the bonds, if any, to be
delivered to the Trustee, and cash, if any,
to be deposited with the Trustee, all as
specified in such interim certificate; and
(c) in case the bonds to be
authenticated and delivered shall bear a
rate of interest in excess of the rate of
interest borne by the bonds retired or to
be retired and made the basis for the
issuance of the bonds applied for, and such
application is made on a date more than two
years prior to the date of maturity of such
bonds so retired or to be retired, then,
and in that case only, a net earnings
certificate, which shall be signed by an
independent accountant in case the twelve
months' period covered by such net earnings
certificate is a period with respect to
which an annual report is required to be
filed by the Company under Section 9.17,
and in case the aggregate principal amount
of bonds authenticated and delivered since
the beginning of the then current year
(other than those with respect to which a
net earnings certificate is not required or
with respect to which a net earnings
certificate signed by an independent
accountant has previously been filed) is
10% or more of the principal amount of the
bonds at the time outstanding hereunder.
111
ARTICLE VII
REDEMPTION OF BONDS
SECTION 7.01. Subject to the provisions of
any agreement of bondholders of the character
referred to in Section 7.03, and of any
supplemental indenture prescribing a different
method of redemption for the bonds of the series
created by such supplemental indenture, each
redemption of bonds of any series which by their
terms are redeemable, whether such redemption be
at the option of the Company or otherwise, shall
be effected in the manner hereinafter in this
Section 7.01 set forth.
In the case of each redemption of bonds of
any series, except a redemption required by any
of the provisions of this Indenture to be
effected by the Trustee without any action on
the part of the Company, the Company shall
deliver to the Trustee a written notice with
respect to such redemption, specifying the
series of the bonds to be redeemed, the
redemption date, the applicable redemption price
stated or referred to in such bonds, and, if
less than all the outstanding bonds of such
series are to be redeemed, the principal amount
of the bonds to be redeemed. If less than all
the outstanding bonds of such series are to be
redeemed, such notice shall be delivered to the
Trustee not less than ten days before the date
upon which the first publication of notice of
redemption is to be made, as hereinafter
provided. The delivery to the Trustee of such
notice shall not, however, be construed to
obligate the Company to consummate the
redemption of the bonds proposed to be redeemed.
Except in the case of a redemption required by
any of the provisions of this Indenture to be
effected by the Trustee without any action on
the part of the Company, the Company shall also
deliver to the Trustee, prior to such first
publication of notice of redemption, a
resolution calling for redemption the bonds
proposed to be redeemed.
In the case of each redemption of bonds of
any series, the Company shall publish, or shall
irrevocably authorize the Trustee to publish in
the name and on behalf of the Company, in one
authorized newspaper in the City of Chicago,
State of Illinois, and in one authorized
newspaper in the Borough of Manhattan, The City
of New York, State of New York, at least once in
each of three calendar weeks on any day of each
of such weeks, the first publication to be not
less than thirty nor more than forty-five days
before the redemption date, notice of such
intended redemption, such notice to specify the
series of the bonds to be redeemed, the place of
redemption,
112
which shall be the office of the Trustee or the
office of a designated agency of the Trustee, or
both, and the applicable redemption price as
stated or referred to in such bonds. If less
than all the outstanding bonds of such series
are to be redeemed, such notice shall also
specify the principal amount of the bonds to be
redeemed and the serial numbers of such bonds,
determined as hereinafter provided (which serial
numbers may be stated individually, in groups
from one number up to another, inclusive, or in
groups from one number up to another, inclusive,
excluding the serial numbers of bonds of such
series which shall have been retired), and, if
less than the whole principal amount of any
registered bond without coupons is to be
redeemed, the serial number of such bond and the
portion of the principal amount thereof,
determined as hereinafter provided, which is to
be redeemed. In the latter event (unless
provision shall be made in such registered bond
without coupons for the notation thereon of
redeemed portions of the principal amount
thereof) such notice shall state that upon
surrender of such registered bond without
coupons there will be issued, in lieu of the
unredeemed portion of the principal amount
thereof, a new registered bond or bonds without
coupons of the same series and maturity date and
of a principal amount or an aggregate principal
amount equal to such unredeemed portion. Such
notice shall state in every case that on the
redemption date the bonds, or the specified
portions thereof, to be redeemed shall cease to
bear interest.
The Company shall also mail, or shall
irrevocably authorize the Trustee to mail in the
name and on behalf of the Company, a similar
notice to the registered owners of all
registered bonds without coupons to be redeemed,
in whole or in part, and of all coupon bonds
registered as to principal to be redeemed, not
less than thirty nor more than forty-five days
before the redemption date, at their respective
addresses appearing upon the registry books;
provided, however, that the mailing of notice to
such registered owners shall not be a condition
precedent to redemption, and neither failure to
mail such notice to such registered owners nor
any imperfection or defect in such notice shall
affect the validity of the proceedings for
redemption.
In each case in which the Trustee shall
propose to apply cash on deposit with it
hereunder to the redemption of bonds of any
series pursuant to any of the provisions of this
Indenture authorizing or requiring such
application of cash by the Trustee, the Trustee,
in case the Company shall fail to give notice of
such redemption by publication or mail or by
both publication and mail, as may be required by
the provisions of this Section 7.01, is hereby
113
irrevocably authorized to give such notice in
the name and on behalf of the Company.
If less than all the outstanding bonds of
any series are to be redeemed, the Trustee, as
soon as practicable after the receipt by it from
the Company of the notice hereinabove in this
Section 7.01 provided for or, in case the
Trustee shall be required to apply cash on
deposit with it hereunder toward the redemption
of such bonds without any action on the part of
the Company, then as soon as practicable after
such cash shall have become so applicable, shall
determine the serial numbers of the bonds of
such series to be redeemed, in whole or in part,
such determination to be by lot in any manner
deemed to be proper by the Trustee. For the
purpose of any such determination, the Trustee
is authorized to draw bonds individually or in
groups consecutively numbered or by both such
methods, either including or excluding, for the
purpose of any such grouping, the serial numbers
of bonds which shall have been retired. In any
such determination by lot, each registered bond
without coupons, if any be issued in such
series, shall be represented by a separate
number for each $1,000 of its principal amount.
Promptly upon the determination by the Trustee
of the serial numbers of the bonds of such
series to be redeemed, in whole or in part, and
of the portions, if any, of the principal
amounts of registered bonds without coupons
which are to be redeemed, the Trustee shall
certify such serial numbers and portions of
principal amounts to the Company.
SECTION 7.02. The first publication of
notice of redemption having been made as
provided in Section 7.01, the bonds, or the
specified portions thereof, to be redeemed
shall, on the redemption date, become due and
payable, at the applicable redemption price
stated or referred to in such bonds, at the
office of the Trustee or at the office of a
designated agency of the Trustee, or both, as
may be stated in such notice.
Notice of redemption having been given and
completed as above provided and a sum in cash
having been deposited with the Trustee, not
later than the opening of business on the
redemption date, sufficient to redeem the bonds,
or the specified portions thereof, to be
redeemed and then outstanding, with irrevocable
direction to apply such cash to such redemption,
or the Trustee having been irrevocably directed
by the Company to apply to such redemption a sum
sufficient for such purpose out of cash then on
deposit with the Trustee and available for such
redemption, such bonds, or
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the specified portions thereof, so to be
redeemed shall, on the redemption date, cease to
bear interest and any and all coupons for
interest thereon maturing subsequent to the
redemption date shall be void, and the holders
of such bonds shall, on the redemption date,
cease to have any rights as bondholders other
than the right to receive payment of the
redemption moneys. All unpaid interest coupons
appertaining to coupon bonds which shall have
matured prior to the redemption date shall
continue to be payable to the respective holders
thereof. Upon the presentation and surrender of
such bonds so to be redeemed, or bonds of which
specified portions are so to be redeemed, with,
in the case of coupon bonds, the interest
coupons maturing on the redemption date, if the
redemption date is an interest payment date, and
all interest coupons maturing after the
redemption date, and, in the case of registered
bonds without coupons or of coupon bonds which
shall at the time be registered as to principal,
accompanied by duly executed assignments or
transfer powers, such bonds, or the specified
portions thereof, shall be paid and redeemed at
their redemption price. Upon the surrender of a
registered bond without coupons of which only a
portion of the principal amount thereof is to be
redeemed, the Company (unless provision shall be
made in such bond for the notation thereon of
redeemed portions of the principal amount
thereof) shall issue, without charge therefor,
and the Trustee shall authenticate and deliver,
in lieu of the unredeemed portion of such
principal amount, a new registered bond or bonds
without coupons of the same series and maturity
date and of a principal amount or an aggregate
principal amount equal to such unredeemed
portion.
If, prior to the first publication of notice
of redemption, the Company shall have directed
the Trustee, but not irrevocably, to apply
toward such redemption cash then on deposit with
the Trustee, such direction, upon such
publication, shall be deemed to have become
irrevocable for all purposes of this Indenture.
SECTION 7.03. In the case of each redemption
of bonds of any series, if there shall be in
effect an agreement with respect to the method
of redemption (an executed counterpart of which
shall be on file with the Trustee) executed by
the registered owners, in their respective names
appearing upon the registry books, of all then
outstanding registered bonds without coupons of
such series and all coupon bonds of such series
registered as to principal, and executed by the
holders, in their respective names as furnished
to the Trustee by instrument or instruments
signed by such holders, respectively,
115
or by their duly authorized agents or attorneys,
of all then outstanding coupon bonds of such
series not registered as to principal, such
bonds shall be redeemed upon the notice, if any,
and in the manner and with the effect provided
by such agreement. For the purposes of such
redemption, the Trustee may require that there
be furnished to it proof, satisfactory to it, of
the fact that the holders of all then
outstanding coupon bonds of such series not
registered as to principal are parties to such
agreement.
ARTICLE VIII
RENEWAL FUND
SECTION 8.01. The Company covenants that so
long as any bonds shall be outstanding under
this Indenture, it will, for the year 1954 and
each year thereafter, pay to the Trustee an
amount of cash, as and for a renewal fund, equal
to the excess, if any, of current provisions for
depreciation for such year over the cost or fair
value as of the mortgage date of acquisition
thereof, whichever is less, of property
additions for such year, such amount, which
shall be the renewal fund requirement for such
year, to be subject to reduction as permitted
under Section 8.02.
The renewal fund requirement for any year,
after any reduction permitted under Section
8.02, shall be the renewal fund payment for such
year which shall be made by the Company on or
before June 30 in the following year, upon the
filing of the annual certificate covering the
preceding year as provided under Section 3.01.
All cash deposited with the Trustee pursuant
to the provisions of this Section 8.01 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.
SECTION 8.02. Unless the Company is in
default under any of the provisions of this
Indenture, the renewal fund requirement for any
year shall be subject to reduction by an amount
equal to the amount of net property additions
not previously utilized under this Indenture or
by an amount equal to the amount of bondable
bond retirements not previously utilized under
this Indenture, or both, upon receipt by the
Trustee of the following:
(a) a request of the Company for such reduction;
and
116
(b) an interim certificate evidencing
the right of the Company to such reduction,
together with, in case net property
additions are to be made the basis for such
reduction, the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
all as specified in such interim
certificate, and together with, in case
bondable bond retirements are to be made
the basis for such reduction, the bonds, if
any, to be delivered to the Trustee, and
cash, if any, to be deposited with the
Trustee, as specified in such interim
certificate.
ARTICLE IX
PARTICULAR COVENANTS OF COMPANY
SECTION 9.01. The Company covenants that it
will duly and punctually pay the principal of
and the interest and premium, if any, on all
bonds outstanding hereunder, according to the
terms thereof; that it will not issue or permit
to be issued hereunder any bonds in any manner
other than in accordance with the provisions of
this Indenture; and that it will faithfully
observe and perform all of the conditions,
covenants and requirements in this Indenture and
in the bonds contained.
SECTION 9.02. The Company covenants that it
will maintain offices or agencies in the manner
required by the provisions of and for the
purposes specified in Section 4.06, and that it
will also maintain an office or agency at each
place at which the principal of or the interest
on any of the bonds shall be payable, and where
notices, presentations and demands to or upon
the Company in respect of such bonds or coupons
as may be payable at such place or in respect of
this Indenture may be given or made; and that
from time to time it will file with the Trustee
notice in writing of the location, and of change
in the location, of each such office or agency.
In case the Company shall fail to maintain any
such office or agency or shall fail to give
notice of the location or change in the location
thereof, presentation and demand may be made,
and notices may be served, upon the Company at
the office of the Trustee.
SECTION 9.03. The Company covenants that
every part of the mortgaged property will at all
times be lawfully possessed by the Company free
and clear of all liens except permitted liens
and, to the extent permitted by the provisions
of this Indenture, prior liens; that the Company
will warrant and
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defend unto the Trustee, for the benefit of the
holders of the bonds from time to time
outstanding, the mortgaged property and the lien
and interest of the Trustee thereon and therein
under this Indenture against all claims and
demands of any person whomsoever; that it will
maintain and preserve the lien of this Indenture
so long as any of the bonds are outstanding; and
that every part of the mortgaged property is or
will be mortgaged pursuant to good right and
lawful authority of the Company so to do.
SECTION 9.04. The Company covenants that it
will from time to time, upon the written request
of the Trustee, execute and deliver any and all
such further instruments and do any and all such
further acts as may be necessary or proper to
carry out more effectually the purposes of this
Indenture, and to subject to the lien hereof any
property which is intended to be covered hereby,
and in general to facilitate the execution of
the trust created hereby and to secure the
rights and remedies of the holders of the bonds
from time to time outstanding.
SECTION 9.05. The Company covenants that it
will not hold or acquire, in the name or names
of a nominee or nominees, any real estate upon
which there is or shall be installed any
property of the character of property additions
and that any real estate so held or acquired
shall, promptly upon the installation of any
such property thereon, be transferred into the
name of the Company. The Company further
covenants that if and when any property of the
character of property additions is installed
upon any real estate held in the name of the
Company but theretofore excepted from the lien
of this Indenture, the Company will, by proper
instrument or instruments of conveyance,
assignment or transfer to the Trustee, cause
such real estate to be subjected to the lien of
this Indenture.
SECTION 9.06. The Company covenants that it
will cause this Indenture and each supplemental
indenture at all times to be recorded and filed
in such manner and in such places as may in the
opinion of counsel be required by law in order
fully to preserve and protect the rights of the
bondholders and the Trustee, and that the
Company will furnish to the Trustee:
(a) promptly after the execution and
delivery of this Indenture and promptly
after the execution and delivery of each
supplemental inden-
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ture hereafter executed and delivered, an
opinion of counsel stating, in the signer's
opinion, that this Indenture and each
supplemental indenture have been properly
recorded and filed so as to make effective
the lien intended to be created thereby,
including the lien of this Indenture upon
after-acquired property, and reciting the
details of such action, or stating, in the
signer's opinion, that no such action is
necessary to make such lien effective; and
(b) on or before June 30 in each year,
beginning with the year 1955, an opinion of
counsel stating, in the signer's opinion,
that such action has been taken with
respect to the recording, filing, re-
recording and refiling of this Indenture
and of each supplemental indenture as is
necessary to maintain the lien thereof,
including the lien of this Indenture upon
after-acquired property, and reciting the
details of such action, or stating, in the
signer's opinion, that no such action is
necessary to maintain such lien.
SECTION 9.07. The Company covenants that,
subject to the provisions of Section 10.02 and
of Article XVI, it will at all times maintain
its corporate existence and right to carry on
business, and duly procure all renewals and
extensions thereof and will use its best efforts
to maintain, preserve and renew all of its
rights, powers, privileges and franchises.
SECTION 9.08. The Company covenants that,
subject to the provisions of Section 10.02, it
will at all times maintain, preserve and keep
the mortgaged property, with the appurtenances
and every part thereof as an operating system,
in good repair, working order and condition and
equipped with suitable equipment and appliances,
and from time to time will make all necessary
repairs, renewals and replacements thereof, and
will maintain and preserve all the rights,
powers, privileges and franchises by it owned.
At any time upon the written request of the
Trustee and within a reasonable time after such
request, and in any event within the six months'
period ending June 30, 1959, and within the last
six months of each five-year period thereafter,
the Company shall file with the Trustee an inde-
pendent engineer's certificate stating, in the
signer's opinion, whether or not such covenant
has been complied with and, if not, specifying
the actions which should be taken by the Company
to effect such compliance; provided, however,
that the Company shall not be required to file
more than one such independent engineer's
certificate in any period of twenty-four
consecutive months. In case such certificate
shall specify any actions which should be so
taken by the Company, it shall, within a
reasonable
119
time, either cause such actions to be taken or
request the Trustee to submit the matter to
three independent engineers, one of whom shall
be the signer of such certificate. In case a
majority of such three independent engineers
shall recommend the taking of particular actions
by the Company to effect compliance with such
covenant, the Company shall, within a reasonable
time, cause such actions to be taken.
SECTION 9.09. The Company covenants that it
will pay or cause to be paid all taxes and
assessments lawfully levied or assessed upon the
mortgaged property or upon any part thereof or
upon any income therefrom or upon the interest
of the Trustee in the mortgaged property, before
such taxes or assessments shall become
delinquent; that it will duly observe and
conform to all valid requirements of any
governmental authority relative to any of the
mortgaged property, and all covenants, terms and
conditions under which any of the mortgaged
property is held; that it will not suffer any
lien to be hereafter created or to remain
outstanding upon any part of the mortgaged
property, or the income therefrom, prior to the
lien of this Indenture, except permitted liens
and, to the extent permitted by the provisions
of this Indenture, prior liens; that it will not
permit any mechanics' or laborers' lien or other
similar lien for labor, materials or supplies,
which if unpaid might by law be given precedence
over this Indenture as a lien or charge upon the
mortgaged property or any part thereof, or the
income therefrom, to be created or to remain
outstanding upon any property at any time
subject to the lien of this Indenture; provided,
however, that nothing in this Section 9.09
contained shall require the Company to observe
or conform to any requirement of governmental
authority or to cause to be paid or discharged,
or to make provision for, any such lien or
charge or to pay any such tax or assessment so
long as the validity thereof shall be contested
in good faith and by appropriate proceedings,
unless thereby, in the opinion of counsel, any
of the mortgaged property shall be lost or
forfeited; that it will, on or before June 30 in
each year, beginning with the year 1955, file
with the Trustee an officers' certificate
stating either that all taxes and assessments
then due and payable upon all of the mortgaged
property have been paid or are not delinquent
or, if any of such taxes or assessments are
delinquent, stating the amounts thereof and
further stating that all such delinquent taxes
and assessments are being contested in good
faith by appropriate proceedings; and that, save
as aforesaid, the Company will not suffer any
matter or thing to occur or be done whereby the
lien hereof might or could be impaired.
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SECTION 9.10. The Company covenants that it
will:
(a) at all times cause all of the
mortgaged property which is of a character
usually insured by companies similarly
situated and operating like property, to be
insured against loss or damage from such
hazards and risks as are usually insured
against by companies similarly situated and
operating like property, to a reasonable
amount in responsible insurance
organizations; the maintenance by the
Company of a method or plan of protection
against such loss or damage substantially
in the form of the insurance plan of the
Company in effect at the actual date of
execution and delivery of this Indenture
(such plan consisting in part of insurance
in insurance organizations and in part of
self-insurance) shall be deemed to be full
compliance with the foregoing covenant, but
the Company may from time to time adopt
another method or plan of protection
against such loss or damage if such other
method or plan shall afford protection, in
the opinion of the signer of an independent
engineer's certificate, at least equal to
the method or plan of protection against
such loss or damage then adopted by
companies similarly situated and operating
property subject to similar or greater
hazards or risks, but before any such other
method or plan may be adopted by the
Company, there shall be filed with the
Trustee:
(1) an officers' certificate setting
forth the details of such other method or
plan; and
(2) an independent engineer's
certificate stating, in the signer's
opinion, that such other method or plan of
protection is in accordance with the
requirements of (a) of this Section 9.10
and will afford reasonable protection
against loss and damage from hazards and
risks covered thereby, and will not
materially lessen the protection against
such loss or damage existing immediately
prior to the date of such certificate;
(b) cause any proceeds aggregating more
than $10,000 payable under policies of
insurance in adjustment of a particular
loss, to be made payable to and to be paid
to the Trustee, to be held by the Trustee
as a part of the mortgaged property, unless
the payment of such proceeds to the trustee
under a prior lien or the application
thereof in some other manner shall be
required by the provisions of such prior
lien;
(c) at any time upon the written
request of the Trustee and within a
reasonable time after such request, and in
any event on or before June 30 in each
year, beginning with the year 1955, furnish
to the Trustee an officers' certificate
stating that the Company has complied with
all the terms and conditions of (a) of this
Section 9.10, and con-
121
taining a detailed statement of all
insurance then outstanding and in force,
including the names of the insurers, the
amounts of insurance written by each, and
the property, hazards and risks covered
thereby, and generally describing any self-
insurance plan then in effect; and
(d) if requested in writing by the
Trustee, once in each year cause the
policies of insurance carried pursuant to
this Section 9.10, other than policies
deposited with the trustee under a prior
lien pursuant to the requirements of such
prior lien, to be delivered to the Trustee
for examination or inspection, and the
Trustee shall within thirty days from the
date of such delivery, return such policies
to the Company.
All cash deposited with the Trustee pursuant
to the provisions of this Section 9.10 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.
SECTION 9.11. The Company covenants that, if
it shall fail to perform any of the covenants
contained in Sections 9.09 and 9.10, any
bondholder or bondholders may make advances to
perform such covenants in the Company's behalf;
and all sums so advanced shall on demand be at
once re-payable by the Company, and shall bear
interest from the date of such demand at the
rate of 5% per annum until paid, and shall be
secured hereby, having the benefit of the lien
hereby created in priority to the indebtedness
evidenced by the bonds and coupons outstanding,
but no such advance shall be deemed to relieve
the Company from any default hereunder.
SECTION 9.12. The Company covenants that in
case the mortgage date of acquisition of any
property addition is before the actual date of
its acquisition or, in the case of property
subject to a prior lien or prior liens, before
the actual date of discharge of the last prior
lien thereon, it will, within sixty days after
the actual date of acquisition of such property
addition or, in the case of property subject to
a prior lien or prior liens, after the actual
date of discharge of such last prior lien
thereon, as the case may be, (a) file with the
Trustee an officers' certificate stating the
amount of the proceeds of any property disposed
of, during the period from such mortgage date of
acquisition to such actual date of acquisition
or actual date of discharge, as the case may be,
under circumstances which would have required
the deposit of such proceeds under this
Indenture if such property addition had actually
been acquired on its mortgage date of
acquisition or if such last prior lien
122
had actually been discharged on the mortgage
date of acquisition of such property addition,
as the case may be, and (b) deposit with the
Trustee an amount of cash equal to any such
proceeds, such cash to be subject, however, to
reduction as hereinafter in this Section 9.12
permitted.
Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited with the
Trustee under this Section 9.12 shall be subject
to reduction by an amount equal to the amount of
net property additions not previously utilized
under this Indenture or by an amount equal to
the amount of bondable bond retirements not
previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:
(a) a request of the Company for such
reduction; and
(b) an interim certificate evidencing
the right of the Company to such reduction,
together with, in case net property
additions are to be made the basis for such
reduction, the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
all as specified in such interim
certificate, and together with, in case
bondable bond retirements are to be made
the basis for such reduction, the bonds, if
any, to be delivered to the Trustee, and
cash, if any, to be deposited with the
Trustee, as specified in such interim
certificate.
All cash deposited with the Trustee under
the provisions of this Section 9.12 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.
SECTION 9.13. The Company covenants that it
will, at the time of the filing of each annual
certificate pursuant to the provisions of
Section 3.01, deposit with the Trustee cash in
an amount, subject to reduction as hereinafter
in this Section 9.13 permitted, equal to any
negative balance requirement stated in such
annual certificate under Section 3.01(f).
Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited by the Com-
pany with the Trustee under this Section 9.13
shall be subject to reduction by an amount equal
to the amount of net property additions not
previously utilized under this Indenture or by
an amount equal to the amount of
123
bondable bond retirements not previously
utilized under this Indenture, or both, upon
receipt by the Trustee of the following:
(a) a request of the Company for such
reduction; and
(b) an interim certificate evidencing
the right of the Company to such reduction,
together with, in ease net property
additions are to be made the basis for such
reduction, the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
all as specified in such interim
certificate, and together with, in ease
bondable bond retirements are to be made
the basis for such reduction, the bonds, if
any, to be delivered to the Trustee, and
cash, if any, to be deposited with the
Trustee, as specified in such interim
certificate.
All cash deposited with the Trustee under
the provisions of this Section 9.13 shall be
held by the Trustee as part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.
SECTION 9.14. The Company covenants that:
(a) except as hereinafter in this
Section 9.14 otherwise provided, it will
not acquire, by purchase or otherwise, any
property subject to a prior lien, and will
not transfer, by sale or otherwise, all or
substantially all of its property to any
other corporation the property of which is
subject to a lien (hereinafter in this
Section 9.14 included within the term
"prior lien") which would constitute a
prior lien if such property subject to such
lien were owned by the Company (such
property which may be so acquired, subject
to the limitations hereinafter stated, and
such property of such other corporation to
which such transfer may be made, subject to
the limitations hereinafter stated, being
hereinafter in this Section 9.14 called
"prior lien property"):
(1) if at the time of such acquisition
or such transfer, the principal amount of
outstanding prior lien bonds secured by
such prior lien and by other prior liens,
if any, upon such prior lien property shall
exceed 66-2/3% of the fair value of such
part of such prior lien property as shall
consist of property of the character of
property additions; and
(2) unless the net earnings (determined
in substantially the manner provided in
Section 1.28 for the determination of the
net earnings of the Company) of such prior
lien property, whether or not of the
character of property additions, for any
twelve consecutive calendar months selected
by the Company within the
124
fifteen calendar months immediately
preceding the first day of the month in
which such acquisition or such transfer is
to be made, shall have been in the
aggregate at least equal to two and one-
half times the annual interest on all prior
lien bonds, secured by such prior lien or
prior liens, outstanding at the time of
such acquisition or such transfer; and
(b) in case the Company shall propose
to make any such acquisition or any such
transfer, it will, prior thereto or
simultaneously therewith, file with the
Trustee:
(1) an officers' certificate describing
such prior lien property in reasonable
detail and stating the principal amount of
prior lien bonds, secured by the prior lien
or prior liens to which such property is
subject, which will be outstanding at the
time of such acquisition or transfer;
(2) an independent engineer's
certificate stating, in the signer's
opinion, that the fair value, as of a date
within sixty days of the date of such
acquisition or transfer, of that part of
such prior lien property as shall consist
of property of the character of property
additions, is not less than 150% of the
principal amount of prior lien bonds,
secured by the prior lien or prior liens to
which such property is subject, which will
be outstanding at the time of such
acquisition or such transfer;
(3) an independent accountant's
certificate stating, in the signer's
opinion, that the net earnings of such
prior lien property are as required under
(a)(2) of this Section 9.14; and
(4) an opinion of counsel stating, in
the signer's opinion, that the nature and
extent of the prior lien or prior liens on
such prior lien property are correctly
stated in the officers' certificate
specified under (b)(1) of this Section
9.14, and, in case of the acquisition of
such prior lien property, that the Company
has acquired good title thereto subject to
the lien of this Indenture and free and
clear of all other liens except permitted
liens and the prior lien or prior liens
specified in such officers' certificate.
SECTION 9.15. The Company covenants that (a)
it will duly and punctually pay or cause to be
paid the principal of and the interest and
premium, if any, on all prior lien bonds from
time to time outstanding, according to the terms
thereof; (b) it will not at any time issue
additional prior lien bonds under any prior
lien; (c) it will forthwith upon receipt thereof
deposit or cause to be deposited with the
Trustee any cash, subject to reduction as
hereinafter in this Section 9.15 permitted, and
securities comprising
125
consideration received for property released
from the lien of a prior lien, which cash and
securities shall not have been deposited with
the trustee under such prior lien or with the
trustee under another prior lien pursuant to the
provisions of such other prior lien; and (d) as
soon as all prior lien bonds shall cease to be
outstanding under any prior lien, it will
procure or cause to be procured the cancellation
and discharge of such prior lien and will cause
any cash and securities then on deposit with the
trustee under such prior lien (other than cash
deposited for the payment or redemption of prior
lien bonds outstanding thereunder) to be
deposited with the Trustee except to the extent
that such cash and securities may, by the
provisions of any other prior lien, be required
to be deposited with the trustee under such
other prior lien.
Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited with the
Trustee under this Section 9.15 shall be subject
to reduction by an amount equal to the amount of
net property additions not previously utilized
under this Indenture or by an amount equal to
the amount of bondable bond retirements not
previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:
(a) a request of the Company for such
reduction; and
(b) an interim certificate evidencing
the right of the Company to such reduction,
together with, in case net property
additions are to be made the basis for such
reduction, the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
all as specified in such interim
certificate, and together with, in case
bondable bond retirements are to be made
the basis for such reduction, the bonds, if
any, to be delivered to the Trustee, and
cash, if any, to be deposited with the
Trustee, as specified in such interim
certificate.
All cash deposited with the Trustee pursuant
to the provisions of this Section 9.15 shall be
held by the Trustee as a part of the mortgaged
property, and shall be paid over, withdrawn,
used or applied in the manner, to the extent,
for the purposes and subject to the conditions
set forth in Section 11.03. All securities
deposited with the Trustee under the provisions
of this Section 9.15 shall be held by the
Trustee as a part of the mortgaged property and
shall be dealt with and disposed of by the
Trustee as provided in Section 12.01.
126
SECTION 9.16. The Company covenants that it
will, at any and all reasonable times, upon the
written request of the Trustee, permit the
Trustee, by its agents and attorneys, to
examine, in so far as such examination pertains
to the performance by the Company of its
obligations under this Indenture, the mortgaged
property and all of the books of account,
records, reports and other papers of the
Company, and to make copies thereof and extracts
therefrom.
SECTION 9.17. The Company covenants that:
(a) it will file with the Trustee,
within fifteen days after it is required to
file the same with the Securities and
Exchange Commission, copies of the annual
reports and of the information, documents
and other reports which the Company may be
required to file with such Commission,
pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (or
copies of such portions thereof as may be
prescribed by such Commission under the
Trust Indenture Act of 1939); or, if the
Company is not required to file with such
Commission information, documents or
reports pursuant to either Section 13 or
Section 15(d) of the Securities Exchange
Act of 1934, then the Company will file
with the Trustee and will file with such
Commission such of the supplementary and
periodic information, documents and reports
as are required to be filed pursuant to
Section 13 of the Securities Exchange Act
of 1934 in respect of a security listed and
registered on a national securities
exchange, and as are required to be filed
with such Commission by any rules and
regulations prescribed by such Commission
under the provisions of the Trust Indenture
Act of 1939;
(b) it will file with the Trustee and
with the Securities and Exchange
Commission, in accordance with the rules
and regulations prescribed from time to
time by such Commission, such additional
information, documents and reports with
respect to compliance by the Company with
the conditions and covenants provided for
in this Indenture as may be required by
such rules and regulations;
(c) it will transmit to the
bondholders, in the manner and to the
extent provided under Section 17.10(c),
such summaries of any information,
documents and reports required to be filed
with the Trustee under (a) and (b) of this
Section 9.17 as may be required by the
rules and regulations of the Securities and
Exchange Commission under the provisions of
the Trust Indenture Act of 1939; and
(d) it will furnish or cause to be
furnished to the Trustee between February
15 and the last day of February and between
August 15 and August 31 in each year,
beginning with the year 1955, and at such
other times as the Trustee may request in
writing, all information in the possession
or control of the Company, or of any paying
agent for
127
the bonds, as to the names and addresses of
the bondholders as of a date not more than
fifteen days prior to the date on which
such information shall be furnished to the
Trustee.
SECTION 9.18. The Company covenants that it
will cause any paying agent, other than the
Trustee, which it may appoint, to execute and
deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject
to the provisions of this Section 9.18:
(a) that it will hold all sums held by
it as such agent for the payment of the
principal of and premium, if any, or
interest on any of the bonds, in trust for
the benefit of the holders of such bonds or
of the coupons for such interest, as the
case may be; and
(b) that it will give the Trustee
notice of any failure of the Company or of
any other obligor upon the bonds to make
any payment of the principal of and
premium, if any, or interest on the bonds
when the same shall be due and payable.
The Company covenants that if it should at
any time act as its own paying agent, it will,
on or before each due date of the principal of
and premium, if any, or interest on any of the
bonds, set aside and segregate and hold in trust
for the benefit of the holders of such bonds or
of the coupons for such interest, as the case
may be, a sum sufficient to pay such principal
and premium, if any, or interest so becoming
due, and will notify the Trustee of any failure
to take such action.
Anything in this Section 9.18 to the
contrary notwithstanding, the Company may at any
time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or
for any other purpose, pay or cause to be paid
to the Trustee all sums held in trust by it or
any paying agent as required by this Section
9.18, such sums to be held by the Trustee upon
the trusts hereinabove in this Section 9.18
referred to.
ARTICLE X
POSSESSION, USE AND RELEASE OF MORTGAGED
PROPERTY
SECTION 10.01. Unless a completed default
shall have occurred and be continuing, the
Company shall be permitted to possess, use and
enjoy the mortgaged property (except any cash or
securities deposited or required to be deposited
with the Trustee hereunder) and to receive, use
and dispose of
128
the income, revenues, rents, issues and profits
thereof, with power, in the ordinary course of
business, freely and without hindrance on the
part of the Trustee or the bondholders, to use,
consume and dispose of any materials, supplies
and appliances subject to the lien of this
Indenture, and to exercise any and all rights
under franchises, licenses, permits, contracts,
and other choses in action.
SECTION 10.02. So long as the Company shall
remain in possession of the mortgaged property,
it may at any time and from time to time,
without any release or consent by the Trustee:
(a) sell or otherwise dispose of, free
from the lien of this Indenture, any
machinery, equipment, tools or implements
which shall have become inadequate,
obsolete or otherwise unfit or unnecessary
for use or which it is not advantageous to
retain for use in the proper conduct of the
gas utility business of the Company and in
the operation of its gas utility property;
(b) cancel, make changes or alterations
in or substitutions of any leases, grants
of rights-of-way or easements, and enter
into and make changes or alterations in
agreements affecting any of the mortgaged
property, provided that no such action
shall materially interfere with the use of
the gas utility property of the Company in
the proper conduct of its gas utility
business;
(c) abandon any of the mortgaged
property if, in the opinion of the Board of
Directors, the abandonment of such property
is desirable in the conduct of the gas
utility business of the Company and in the
operation of its gas utility property, or
is otherwise in the best interests of the
Company;
(d) assent to or procure a modification
of or surrender any franchise, license,
permit, privilege or authority which the
Company may hold or under which it may be
operating any of its gas utility property,
provided that the Company shall have the
right, in the opinion of counsel, under the
modified franchise, license, permit,
privilege or authority, in the event of any
such modification, or under a new
franchise, license, permit, privilege or
authority received in exchange, in the
event of any such surrender, or under some
other franchise, license, permit, privilege
or authority, to conduct the same or an
extended business in the same or an
extended territory during the same or an
extended or unlimited or indeterminate or
indefinite period of time; for the purposes
of this subparagraph (d) and of any opinion
of counsel to be rendered pursuant hereto,
any right of any municipality to terminate
a franchise, license, permit, privilege or
authority by purchase of the
129
property operated thereunder shall not be
deemed to abridge or affect its duration;
(e) assent to or procure a modification
of or surrender any franchise, license,
permit, privilege or authority which the
Company may hold or under which it may be
operating any of its gas utility property
if, in the opinion of the Board of
Directors, such modification or surrender
is desirable in the conduct of the gas
utility business of the Company and in the
operation of its gas utility property, or
is otherwise in the best interests of the
Company;
(f) alter, repair, replace, change the
location or position of or add to any
machinery, equipment, apparatus, fixtures
and appurtenances, or other gas facilities,
of the Company in such manner as it shall
deem expedient, provided that the location
of none of the mortgaged property may be
changed so as to impair the lien of this
Indenture thereon unless such property is
sold or otherwise disposed of as permitted
by the provisions of this Article X;
(g) grant, free from the lien of this
Indenture, easements, licenses or permits
on, over or in portions of the mortgaged
property for roads, highways, streets,
railroads, switch tracks, electric
transmission and distribution lines,
telephone lines, telegraph lines, radio,
radar and television towers, pipe lines and
mains, drainage tiles and ditches, sewers,
tunnels, conduits and cables, and for other
like uses, provided that the granting
thereof shall not materially interfere with
the use of the gas utility property of the
Company in the proper conduct of its gas
utility business, and provided, further,
that the consideration (other than in the
form of easements, licenses or permits, of
the character of those above specified, on,
over or in the property of others) to be
received upon any one such grant does not
exceed the sum of $2,000, if the entire
consideration is to be paid in one sum, or,
if such consideration is to be paid in
installments, does not exceed the sum of
$2,000 per year; or
(h) grant, convey or dedicate, free
from the lien of this Indenture, portions
of the mortgaged property for public roads,
highways and streets, provided that the
granting, conveyance or dedication thereof
shall not materially interfere with the use
of the gas utility property of the Company
in the proper conduct of its gas utility
business, and provided, further, that the
consideration to be received upon any one
such grant, conveyance or dedication does
not exceed the sum of $2,000.
All cash received by the Company as proceeds
of property of the character of property
additions not subject to a prior lien disposed
of as permitted by this Section 10.02 without
deposit of such proceeds with the Trustee shall
be included in net salvage.
130
SECTION 10.03. Unless the Company is in
default under any of the provisions of this
Indenture, the Company may, if deemed desirable
in the conduct of its gas utility business, sell
or otherwise dispose of at any time, under and
subject to the provisions of this Section 10.03,
any part of the mortgaged property, and the
Trustee shall from time to time release from the
lien hereof any part of the mortgaged property
so sold or otherwise disposed of, or contracted
to be so sold or otherwise disposed of, upon
receipt by the Trustee of the following:
(a) a resolution requesting such
release and stating that such release is,
in the opinion of the Board of Directors,
desirable in the conduct of the gas utility
business of the Company;
(b) an officers' certificate stating:
(1) that the property to be released
has been sold or otherwise disposed of or
contracted to be sold or otherwise disposed
of, such property to be described in
reasonable detail;
(2) the amount of the consideration
received or to be received for the property
to be released which shall be the sum of
(i) the amount of any cash received or to
be received, (ii) the principal amount of
any purchase money obligations received or
to be received, (iii) the principal amount
of any obligations assumed or to be assumed
by the purchaser, (iv) the fair value, as
stated in an independent appraiser's
certificate, of any securities, other than
purchase money obligations, received or to
be received, and (v) the fair value, as
stated in an independent engineer's
certificate, of any property, other than
securities, received or to be received,
after deducting from such sum, at the
election of the Company, the fair value, as
stated in an independent engineer's
certificate, of any property excepted from
the lien of this Indenture and sold or
otherwise disposed of or contracted to be
sold or otherwise disposed of in the same
transaction but not for a separate
consideration; and
(3) that to the knowledge of the
signers the Company is not in default under
any of the provisions of this Indenture,
and that all conditions precedent provided
for in this Indenture relating to such
release have been complied with;
(c) in case the determination of the
amount of the consideration received or to
be received for the property to be released
shall require the stating of the fair value
of securities received or to be received,
an independent appraiser's certificate
stating, in the signer's opinion, the fair
value, as of a date within sixty days of
the date of such application, of such
securities;
131
(d) in case the determination of the amount
of the consideration received or to be received
for the property to be released shall require
the stating of the fair value of property, other
than securities, received or to be received, an
independent engineer's certificate stating, in
the signer's opinion, the fair value, as of a
date within sixty days of the date of such
application, of such property;
(e) in case the determination of the amount
of the consideration received or to be received
for the property to be released shall require
the stating of the fair value of property
excepted from the lien of this Indenture and
sold or otherwise disposed of or contracted to
be sold or otherwise disposed of in the same
transaction but not for a separate
consideration, an independent engineer's
certificate stating, in the signer's opinion,
the fair value, as of a date within sixty days
of the date of such application, of such
excepted property;
(f) an engineer's certificate stating, in
the signer's opinion, the fair value, as of a
date within sixty days of the date of such
application, of the property to be released,
which fair value, as stated in such certificate,
shall not be less than the amount of the
consideration received or to be received for the
property to be released, and that such release
will not impair the security under this
Indenture in contravention of the provisions
hereof;
(g) in case the fair value of the property
to be released, as shown by the engineer's
certificate specified under (f) of this Section
10.03, is 1% or more of the aggregate principal
amount of the bonds outstanding at the time of
such application, an independent engineer's
certificate stating, in the signer's opinion,
the fair value, as of a date within sixty days
of the date of such application, of the property
to be released, which fair value, as stated in
such certificate, shall not be less than the
amount of the consideration received or to be
received for the property to be released, and
that such release will not impair the security
under this Indenture in contravention of the
provisions hereof;
(h) cash in an amount, subject to reduction
as permitted under Section 10.04, equal to the
fair value of the property to be released as
stated in the engineer's certificate specified
under (f) of this Section 10.03, or as stated in
the independent engineer's certificate, if any,
filed pursuant to (g) of this Section 10.03 if
such fair value as stated in such independent
engineer's certificate shall be greater than
such fair value as stated in such engineer's
certificate; and
(i) an opinion of counsel stating, in the
signer's opinion, that all conditions precedent
provided for in this Indenture relating to such
release have been complied with.
132
All cash deposited with the Trustee pursuant
to the provisions of this Section 10.03 shall be
held by the Trustee as a part of the mortgaged
property, and shall be paid over, withdrawn,
used or applied in the manner, to the extent,
for the purposes and subject to the conditions
set forth in Section 11.03.
SECTION 10.04. Unless the Company is in
default under any of the provisions of this
Indenture, the amount of any cash required to be
deposited with the Trustee under Section
10.03(h) shall, at the election of the Company,
be subject to reduction by any one or more of
the following:
(a) an amount not in excess of the
principal amount of any obligations secured
by purchase money mortgage upon the
property to be released, such purchase
money obligations to constitute in any case
all purchase money obligations secured by
purchase money mortgage upon the property
to be released; provided, however, that the
principal amount of such purchase money
obligations shall not exceed 75% of the
fair value of such property as stated in
the engineer's certificate specified under
Section 10.03(f), or as stated in the
independent engineer's certificate, if any,
filed pursuant to Section 10.03(g) if such
fair value as stated in such independent
engineer's certificate shall be greater
than such fair value as stated in such
engineer's certificate, and provided,
further, that the principal amount of such
purchase money obligations deposited upon
the release of such property, together with
the principal amount of any other purchase
money obligations then held by the Trustee
and secured by purchase money mortgage or
mortgages upon property theretofore
released, shall not exceed in the aggregate
15% of the principal amount of bonds then
outstanding hereunder;
(b) an amount not in excess of the
principal amount of any prior lien bonds
secured by a prior lien constituting a lien
on the property to be released from the
lien of this Indenture (but not from the
lien of such prior lien), the payment of
which prior lien bonds has been assumed by
the purchaser as consideration or part
consideration for such property; provided,
however, that such property includes all or
substantially all of the property subject
to such prior lien and that such prior lien
bonds so assumed constitute all of the
prior lien bonds outstanding under such
prior lien; and
(c) an amount equal to the amount of
net property additions not previously
utilized under this Indenture or the amount
of bondable bond retirements not previously
utilized under this Indenture, or both;
133
but only upon receipt by the Trustee of the
following:
(1) a request of the Company for such
reduction;
(2) in case of reduction under (a) of
this Section 10.04 on the basis of purchase
money obligations, (i) an opinion of
counsel stating, in the signer's opinion,
that such obligations are valid
obligations, that any purchase money
mortgage securing such obligations is
sufficient to afford a valid purchase money
lien upon the property to be released,
subject to no lien prior thereto except
such liens, if any, as shall have existed
thereon immediately prior to such release
as liens prior to the lien of this
Indenture, and that such purchase money
obligations constitute all purchase money
obligations secured by purchase money
mortgage upon the property to be released,
and (ii) an officers' certificate stating
facts sufficient to demonstrate that the
principal amount of such purchase money
obligations does not exceed 75% of the fair
value of such property as stated in the
engineer's certificate specified under
Section 10.03(f), or as stated in the
independent engineer's certificate, if any,
filed pursuant to Section 10.03(g) if such
fair value as stated in such independent
engineer's certificate shall be greater
than such fair value as stated in such
engineer's certificate, and that the
principal amount of such purchase money
obligations deposited upon the release of
such property, together with the principal
amount of any other purchase money
obligations then held by the Trustee and
secured by purchase money mortgage or
mortgages upon property theretofore
released, does not exceed in the aggregate
15% of the principal amount of bonds then
outstanding hereunder;
(3) in case of reduction under (b) of
this Section 10.04 on the basis of prior
lien bonds the payment of which has been
assumed in the manner specified under (b)
of this Section 10.04, (i) an officers'
certificate stating the principal amount of
such prior lien bonds so assumed, stating
that the property subject to the prior lien
securing such prior lien bonds has been
sold in its entirety or substantially in
its entirety, and that such prior lien
bonds the payment of which has been assumed
by the purchaser of such property
constitute all of the prior lien bonds
outstanding under such prior lien, and
further stating that such assumption has
been effected by the execution and delivery
by such purchaser to the trustee under such
prior lien of an instrument of assumption,
and (ii) an opinion of counsel stating, in
the signer's opinion, that the prior lien
referred to in such officers' certificate
constitutes a prior lien upon such property
so sold, and that the instrument of
assumption referred to in such officers'
certificate has been duly executed and de-
livered by such purchaser to such trustee
and is legally sufficient to constitute a
valid and binding assumption with respect
to the payment of such prior lien bonds;
134
(4) in case of reduction under (c) of
this Section 10.04 on the basis of net
property additions or bondable bond
retirements, or both, an interim
certificate evidencing the right of the
Company to such reduction, together with,
in case net property additions are to be
made the basis for such reduction, the
independent engineer's certificate, if any,
independent appraiser's certificate, if
any, independent accountant's certificate,
if any, opinion of counsel, and instruments
of conveyance, assignment or transfer, if
any, all as specified in such interim cer-
tificate, and together with, in case
bondable bond retirements are to be made
the basis for such reduction, the bonds, if
any, to be delivered to the Trustee, and
cash, if any, to be deposited with the
Trustee, as specified in such interim
certificate;
(5) in case of reduction otherwise than
under (c) of this Section 10.04, an
officers' certificate stating that to the
knowledge of the signers the Company is not
in default under any of the provisions of
this Indenture, and that all conditions
precedent provided for in this Indenture
relating to such reduction have been
complied with;
(6) in case of reduction otherwise than
under (c) of this Section 10.04, an opinion
of counsel stating, in the signer's
opinion, that all conditions precedent
provided for in this Indenture relating to
such reduction have been complied with; and
(7) the purchase money obligations, if
any, specified under (a) of this Section
10.04.
All purchase money obligations deposited
with the Trustee under the provisions of this
Section 10.04 shall be held as a part of the
mortgaged property and shall be dealt with and
disposed of by the Trustee as provided in
Section 12.01.
SECTION 10.05. Unless the Company is in
default under any of the provisions of this
Indenture, it may, if deemed desirable in the
conduct of its gas utility business, sell or
otherwise dispose of at any time, under and
subject to the provisions of this Section 10.05,
any part of the mortgaged property subject to
and which is to be released from a prior lien,
and the Trustee shall from time to time release
from the lien hereof any part of such mortgaged
property so sold or otherwise disposed of, or
contracted to be so sold or otherwise disposed
of, upon receipt by the Trustee of the
following:
(a) a resolution requesting such
release and stating that such release is,
in the opinion of the Board of Directors,
desirable in the conduct of the gas utility
business of the Company;
135
(b) an officers' certificate describing
in reasonable detail the property to be
released, stating that such property has
been sold or otherwise disposed of or has
been contracted to be sold or otherwise
disposed of, and stating that to the
knowledge of the signers the Company is not
in default under any of the provisions of
this Indenture, and that all conditions
precedent provided for in this Indenture
relating to such release have been complied
with;
(c) an opinion of counsel stating, in
the signer's opinion, that all conditions
precedent provided for in this Indenture
relating to such release have been complied
with;
(d) a certificate of the trustee under
the prior lien to which such property is
subject, stating that such property has
been released from the lien of such prior
lien upon compliance with all of the
provisions of such prior lien with respect
to the release of property;
(e) an engineer's certificate stating,
in the signer's opinion, the fair value, as
of a date within sixty days of the date of
such application, of the property to be
released, that such release will not impair
the security under this Indenture in
contravention of the provisions hereof, and
that the statement of such fair value is
solely for the purpose of informing the
Trustee thereof, which fair value so stated
is not to be taken into account for the
purposes of such release; and
(f) in case the fair value of the
property to be released, as shown by the
engineer's certificate specified under (e)
of this Section 10.05, is 1% or more of the
aggregate principal amount of the bonds
outstanding at the time of such
application, an independent engineer's
certificate stating, in the signer's
opinion, the fair value, as of a date
within sixty days of the date of such
application, of the property to be
released, that such release will not impair
the security under this Indenture in
contravention of the provisions hereof, and
that the statement of such fair value is
solely for the purpose of informing the
Trustee thereof, which fair value so stated
is not to be taken into account for the
purposes of such release.
SECTION 10.06. Unless the Company is in
default under any of the provisions of this
Indenture, the Trustee shall from time to time,
for purposes of record, execute and deliver to
the Company an appropriate instrument or
instruments which, by their terms, shall
specifically release and discharge from the lien
hereof any of the property excepted from the
lien hereof, upon receipt by the Trustee of the
following:
(a) a resolution requesting such release;
136
(b) an officers' certificate describing
in reasonable detail the property to be
released, stating that such property has
been sold or otherwise disposed of or has
been contracted to be sold or otherwise
disposed of; that such property, to the
extent that it consists of real estate, is
not then property of the character of
property additions; and that to the
knowledge of the signers the Company is not
in default under any of the provisions of
this Indenture, and that all conditions
precedent provided for in this Indenture
relating to such release and discharge have
been complied with; and
(c) an opinion of counsel stating, in
the signer's opinion, that the property to
be released is not subject to the lien of
this Indenture and that all conditions
precedent provided for in this Indenture
relating to such release and discharge have
been complied with.
SECTION 10.07. Should any of the mortgaged
property be taken by the exercise of the power
of eminent domain or should any municipal
corporation or other governmental agency at any
time exercise any right which, by law or by the
terms of any franchise owned by the Company, it
may have to purchase or designate a purchaser of
any part of the mortgaged property, and in
connection with such exercise of the power of
eminent domain or such purchase the price for
such property shall be determined pursuant to a
proceeding provided for by law or by such
franchise, such price so determined may be
accepted by the Trustee as the fair value of
such property. In any such proceeding the
Trustee may be represented by counsel who may be
of counsel for the Company. The Trustee may
release any property so taken or purchased, upon
receipt by it of the following:
(a) an opinion of counsel stating, in
the signer's opinion, that such property
has been taken by the exercise of the power
of eminent domain or purchased in the
exercise of a right possessed, as
aforesaid, by a municipal corporation or
other governmental agency to purchase or
designate a purchaser of such property, and
at a price determined pursuant to a
proceeding provided by law or by franchise;
and
(b) cash in an amount, subject to
reduction as hereinafter in this Section
10.07 permitted, equal to the consideration
received or to be received for such
property.
Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash required to be deposited with the
Trustee under this Section 10.07 shall, at the
election of the Company, be subject to reduction
by an amount equal to the amount of net property
additions not previously utilized under this
Indenture or by an amount equal to the
137
amount of bondable bond retirements not
previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:
(a) a request of the Company for such
reduction; and
(b) an interim certificate evidencing
the right of the Company to such reduction,
together with, in case net property
additions are to be made the basis for such
reduction, the independent engineer's cer-
tificate, if any, independent appraiser's
certificate, if any, independent
accountant's certificate, if any, opinion
of counsel, and instruments of conveyance,
assignment or transfer, if any, all as
specified in such interim certificate, and
together with, in case bondable bond
retirements are to be made the basis for
such reduction, the bonds, if any, to be
delivered to the Trustee, and cash, if any,
to be deposited with the Trustee, as
specified in such interim certificate.
All cash deposited with the Trustee pursuant
to the provisions of this Section 10.07 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.
SECTION 10.08. In case the mortgaged
property shall be in the possession of a
receiver or trustee, lawfully appointed, the
powers in and by this Article X conferred upon
the Company may be exercised, with the approval
of the Trustee, by such receiver or trustee,
notwithstanding the fact that the Company may be
in default under any of the provisions of this
Indenture, and any request, certificate or
appointment made or signed by such receiver or
trustee for such purposes shall be as effective
as if made by the Company or the Board of
Directors or any of the officers of the Company
in the manner herein provided; and if the
Trustee shall be in possession of the mortgaged
property under any of the provisions of this
Indenture, then all the powers in and by this
Article X conferred upon the Company may be
exercised by the Trustee in its discretion.
SECTION 10.09. The Trustee shall not be
required under any of the provisions of this
Article X to release at the request of the
Company any part of the mortgaged property from
the lien hereof at any time when the Company is
in default under any of the provisions of this
Indenture but, notwithstanding any such default,
the Trustee may release from the lien hereof any
part of the mortgaged property upon compliance
with the
138
conditions, other than those relating to the
non-existence of a default, specified in this
Article X in respect of such release, if the
Trustee in its discretion shall deem such
release to be for the best interests of the
bondholders.
SECTION 10.10. No purchaser in good faith
of property released hereunder shall be bound to
ascertain the authority of the Trustee to
execute such release or to inquire as to any
facts the existence of which is required by the
provisions hereof for the exercise of such
authority; nor shall any purchaser or grantee of
any property or rights permitted by this Article
X to be sold or otherwise disposed of be under
obligation to ascertain or inquire into the
authority of the Company to make any such sale
or other disposition.
ARTICLE XI
APPLICATION OF CASH RECEIVED BY THE TRUSTEE
SECTION 11.01. All cash deposited hereunder
to be held by the Trustee as a part of the
mortgaged property shall be so held by the
Trustee and, unless the Company is in default
under any of the provisions of this Indenture
(or, as to Section 11.04, unless a completed
default has occurred and is continuing), shall
be paid over, withdrawn, used or applied in the
manner, to the extent, for the purposes and
subject to the conditions hereinafter in this
Article XI set forth.
SECTION 11.02. Any cash deposited with the
Trustee under Section 6.06 as a basis for the
issuance of bonds shall be:
(a) paid over by the Trustee to or upon
the order of the Company in an amount equal
to 66-2/3% of the amount of net property
additions not previously utilized under
this Indenture or in an amount equal to the
amount of bondable bond retirements not
previously utilized under this Indenture,
or both, upon receipt by the Trustee of the
following:
(1) a request of the Company for such
payment; and
(2) an interim certificate evidencing
the right of the Company to such payment,
together with, in case net property
additions are to be made the basis for such
payment, the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
139
all as specified in such interim
certificate, and together with, in
ease bondable bond retirements are to
be made the basis for such payment,
the bonds, if any, to be delivered to
the Trustee, and cash, if any, to be
deposited with the Trustee, as
specified in such interim certificate;
or
(b) applied to the purchase or
redemption of bonds as provided in Section
11.04.
SECTION 11.03. All cash deposited with the
Trustee under Sections 8.01, 9.10, 9.12, 9.13,
9.15, 10.03 and 10.07, all cash (other than cash
received as income) referred to in Section
12.03, and all cash deposited with the Trustee
under Section 12.04, shall be:
(a) paid over by the Trustee to or upon
the order of the Company in an amount equal
to the amount of net property additions not
previously utilized under this Indenture or
in an amount equal to the amount of
bondable bond retirements not previously
utilized under this Indenture, or both,
upon receipt by the Trustee of the
following:
(1) a request of the Company for such
payment; and
(2) an interim certificate evidencing
the right of the Company to such payment,
together with, in case net property
additions are to be made the basis for such
payment, the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
all as specified in such interim
certificate, and together with, in case
bondable bond retirements are to be made
the basis for such payment, the bonds, if
any, to be delivered to the Trustee, and
cash, if any, to be deposited with the
Trustee, as specified in such interim
certificate; or
(b) in the case of proceeds of
insurance deposited with the Trustee under
Section 9.10, paid over by the Trustee to
or upon the order of the Company in an
amount equal to any maintenance
expenditures made in repair or replacement
of the property damaged or destroyed, but
in no event in an amount in excess of the
fair value, stated in the engineer's
certificate specified under (b)(3) of this
Section 11.03, of the property acquired or
constructed in repair or replacement of the
property damaged or destroyed, the Trustee
to receive, before paying over any such
proceeds of insurance, the following:
(1) a request of the Company for such
payment;
(2) an officers' certificate stating
the amount of such expenditures, that such
expenditures have been made in repair or
replacement of the property damaged or
destroyed and that such ex-
140
penditures have been charged to
maintenance; and that to the knowledge of
the signers the Company is not in default
under any of the provisions of this
Indenture, and that all conditions prece-
dent provided for in this Indenture
relating to such payment have been complied
with;
(3) an engineer's certificate stating,
in the signer's opinion, the fair value, as
of a date within sixty days of the date of
such application, of the property acquired
or constructed in repair or replacement of
the property damaged or destroyed; and
(4) an opinion of counsel stating, in
the signer's opinion, that all conditions
precedent provided for in this Indenture
relating to such payment have been complied
with; or
(c) applied to the purchase or
redemption of bonds as provided in Section
11.04.
SECTION 11.04. Any cash deposited hereunder
to be held by the Trustee as a part of the
mortgaged property and which shall not have been
paid over by the Trustee pursuant to the
provisions of Section 11.02 or 11.03, shall,
upon the direction of the Company, evidenced by
a resolution, and accompanied by an officers'
certificate stating that to the knowledge of the
signers no completed default has occurred and is
continuing, be used by the Trustee for the
purchase of outstanding bonds (of such series,
one or more, and within such limitations as to
price as may be specified in such resolution or
in the supplemental indenture or indentures
creating such series) or for the redemption of
bonds (of such series, one or more, as may be
specified in such resolution) in accordance with
the terms of such bonds. Any bonds so purchased
shall be purchased by the Trustee in such manner
as it may deem proper but at a price or prices
not in excess of those specified in such resolu-
tion or in such supplemental indenture or
indentures. Any cash in excess of $50,000 which
shall have remained on deposit with the Trustee
for a period of five years after the date of
deposit and with respect to the use of which
cash, for the purchase or redemption of bonds,
no direction shall have been received by the
Trustee from the Company, shall be used
forthwith by the Trustee for the purchase or for
the redemption of bonds of such series, one or
more, as may be selected by the Trustee, in its
discretion, but only in case of failure of the
Company to deliver to the Trustee, within ten
days after the receipt of written notice from
the Trustee of its intention to purchase or
redeem bonds, a resolution specifying bonds, of
one or more series, so to be purchased or
redeemed. The Trustee shall not, unless the
Company shall otherwise authorize, purchase any
bonds at a price exceeding the general
141
redemption price thereof, prevailing at the
time, plus interest accruing to the next
succeeding interest payment date, or, if such
bonds shall not then be redeemable, at a price
exceeding the principal amount thereof, plus
interest accruing to the next succeeding
interest payment date.
Unless all or substantially all of the
property of the Company (other than securities
and cash on deposit with the Trustee) shall have
been released from the lien hereof, the Trustee
may purchase from the Company outstanding bonds
tendered by the Company to the Trustee at a
price, exclusive of accrued interest, not in
excess of the cost, exclusive of accrued in-
terest, of such bonds to the Company, any such
bonds so tendered to be accompanied by an
officers' certificate stating that such bonds
have theretofore been sold or otherwise disposed
of by the Company and have subsequently been
purchased or otherwise reacquired, and stating
the cost, exclusive of accrued interest, of such
bonds to the Company.
Whenever under the provisions of this
Section 11.04 the Trustee shall be directed by
the Company or required, without such direction,
to redeem bonds of any series out of cash on
deposit with the Trustee hereunder, the Trustee
shall be deemed to have been irrevocably
directed to apply to the redemption of such
bonds the cash required therefor.
Nothing contained in this Section 11.04 or
in any of the other provisions of this Indenture
shall be construed to permit any cash deposited
with the Trustee under any of the provisions of
this Indenture for the purchase or redemption of
bonds of a particular series to be used
otherwise than for the purchase or redemption of
bonds of such series, unless, however, all of
the bonds of such series shall theretofore have
been purchased, paid or redeemed out of other
moneys applied to such purpose.
SECTION 11.05. Any cash on deposit with the
Trustee under any of the provisions of this
Indenture, and not at the time required to be
paid over by the Trustee to the Company or used
or applied for any of the purposes specified in
this Indenture, shall, upon the request of the
Company, be invested or reinvested by the
Trustee in any bonds or other obligations
(hereinafter called "government obligations") of
the United States of America designated by the
Company, and not disapproved by the Trustee,
which as to principal and interest constitute
direct obligations of the United States of
America, but the Trustee shall not be required
to make any such investment after this Indenture
shall have been cancelled and discharged in
accordance with the provisions of Article XVIII.
Unless the Company shall be in default under any
of the provisions of this Indenture, the Trustee
142
shall, upon the request of the Company and upon
receipt of an officers' certificate stating that
to the knowledge of the signers the Company is
not so in default, forthwith pay over to the
Company all interest, including accrued
interest, which may be received in cash by the
Trustee upon any such government obligations.
Upon the request of the Company or at any time
when the Trustee in its discretion shall deem
such action advisable, the Trustee shall sell
all or any designated part of such government
obligations and the proceeds of such sale shall
be held by the Trustee subject to the same
provisions of this Indenture as are applicable
to the cash used by the Trustee to purchase the
government obligations so sold. In case the net
proceeds, exclusive of accrued interest,
realized upon any sale shall be less than the
amount, including accrued interest, expended by
the Trustee in the purchase of the government
obligations so sold, the Trustee shall within
five days after such sale notify the Company in
writing thereof, and within five days after the
receipt of such notice the Company shall pay to
the Trustee an amount equal to the deficiency,
and the amount so paid by the Company shall be
held by the Trustee subject to the same
provisions of this Indenture as are applicable
to the proceeds realized upon such sale. In case
the net proceeds, exclusive of accrued interest,
realized upon any sale of government obligations
shall exceed the amount, including accrued
interest, expended by the Trustee in the
purchase of the government obligations so sold,
the Trustee shall within five days after such
sale notify the Company in writing thereof, and
at any time after the receipt of such notice,
unless the Company shall be in default under any
of the provisions of this Indenture, the Trustee
shall, upon the request of the Company and upon
receipt of an officers' certificate stating that
to the knowledge of the signers the Company is
not so in default, forthwith pay over to the
Company an amount equal to the excess. For the
purposes of this Section 11.05, the payment of
any government obligations, whether at maturity
or upon redemption, shall be treated as a sale
thereof, and the acquisition of any government
obligations in exchange for other government
obligations theretofore held by the Trustee
shall be treated as a purchase for cash at the
amount, including accrued interest, expended by
the Trustee in the purchase of the government
obligations surrendered upon such exchange.
Whenever the Company, upon any application
for which provision is made in this Indenture
with respect to the withdrawal of cash on
deposit with the Trustee, shall become entitled
to the payment to it by the Trustee of any cash
theretofore deposited with or then held by the
Trustee, the
143
Company shall accept government obligations held
by the Trustee under the provisions of this
Section 11.05, to the extent that such
government obligations shall be tendered to it
by the Trustee in lieu of such cash, and such
government obligations shall be accepted in lieu
of such cash at the amount, including accrued
interest, expended by the Trustee in the pur-
chase thereof.
SECTION 11.06. In case the mortgaged
property shall be in the possession of a
receiver or trustee, lawfully appointed, the
powers in and by this Article XI conferred upon
the Company may be exercised, with the approval
of the Trustee, by such receiver or trustee,
notwithstanding the fact that the Company may be
in default under any of the provisions of this
Indenture, and any request, certificate or
appointment made or signed by such receiver or
trustee for such purposes shall be as effective
as if made by the Company or the Board of
Directors or any of the officers of the Company
in the manner herein provided; and if the
Trustee shall be in possession of the mort-
gaged property under any of the provisions of
this Indenture, then all the powers in and by
this Article XI conferred upon the Company may
be exercised by the Trustee in its discretion.
SECTION 11.07. The Trustee shall not be
required under any of the provisions of this
Article XI to pay over at the request of the
Company any cash on deposit with the Trustee
under the provisions of this Article XI at any
time when the Company is in default under any of
the provisions of this Indenture but,
notwithstanding any such default, the Trustee
may pay over such cash upon compliance with the
conditions, other than those relating to the
non-existence of a default, specified in this
Article XI in respect of such payment, if the
Trustee in its discretion shall deem such
payment to be for the best interests of the
bondholders.
ARTICLE XII
CONCERNING SECURITIES DEPOSITED WITH THE TRUSTEE
SECTION 12.01. All securities deposited with
the Trustee under Section 9.15, all purchase
money obligations deposited with the Trustee
under Section 10.04, and all other securities
which may at any time or from time to time be
deposited and pledged with the Trustee,
including all securities re-
144
ceived in exchange or substitution for or in
respect of such securities but not including
bonds or other obligations of the United States
of America with respect to the holding and
disposition of which provision is made in
Section 11.05, shall be held by the Trustee as a
part of the mortgaged property and shall be
dealt with and disposed of by the Trustee as
hereinafter in this Article XII provided.
SECTION 12.02. The Trustee shall have full
power and authority to deal with all securities
deposited with it hereunder as it may deem best
for the security and protection of the holders
of the bonds outstanding hereunder, including
the power and authority to receive other
securities of any kind or character in exchange
or substitution for or in respect of the
securities at any time so deposited, or to enter
into agreements of compromise with respect to
any securities so deposited; provided, however,
that the fair value, stated in the independent
appraiser's certificate specified under (b) of
this Section 12.02, of the securities to be
received by the Trustee upon any such exchange
or substitution shall not be less than the fair
value, stated in such independent appraiser's
certificate, of the securities to be exchanged
or delivered by the Trustee in substitution for
the securities so to be received by the Trustee,
and provided, further, that, unless the Company
is in default under any of the provisions of
this Indenture, no such exchange or substitution
or such compromise shall be made by the Trustee
without the written consent of the Company.
Before making any such exchange or substitution
the Trustee shall receive:
(a) in the case of an exchange or
substitution made with the written consent
of the Company, an officers' certificate
stating that to the knowledge of the
signers the Company is not in default under
any of the provisions of this Indenture;
and
(b) an independent appraiser's
certificate stating, in the signer's
opinion, the fair value, as of a date
within sixty days of the date of such
exchange or substitution, of (i) the
securities to be received by the Trustee
upon such exchange or substitution, and
(ii) the securities to be exchanged or
delivered by the Trustee in substitution
for such securities so to be received by
the Trustee, and that such exchange or
substitution will not impair the security
under this Indenture in contravention of
the provisions hereof.
The Trustee may at any time do whatever may
be necessary in its judgment for the purpose of
maintaining, preserving or extending the
corporate
145
existence of any corporation shares of stock of
which shall at any time be deposited with the
Trustee. The Trustee may cause to be transferred
into its name as Trustee, or into the name or
names of a nominee or nominees, any shares of
stock deposited with the Trustee, but all
certificates for such shares standing in the
name of any nominee of the Trustee shall at all
times be held by the Trustee endorsed in blank
by such nominee. Unless the Company is in
default under any of the provisions of this
Indenture, the Company shall have the right to
vote all shares of stock deposited with the
Trustee with the same force and effect as though
such shares were not so deposited, and from time
to time, upon the request of the Company,
accompanied by an officers' certificate stating
that to the knowledge of the signers the Company
is not in default under any of the provisions of
this Indenture, the Trustee shall execute and
deliver or cause to be executed and delivered to
the Company or to its nominee or nominees,
suitable powers of attorney or proxies to vote
all shares of stock, which may be registered in
the name of the Trustee or any of its nominees,
at any meeting or meetings of stockholders.
In case default shall be made in the payment
of the principal of or the interest on any bonds
or other obligations which shall be deposited
with the Trustee, or in the payment of the
principal of or the interest on any bonds or
other obligations then secured by the same
mortgage or other lien as that securing the
bonds or other obligations so deposited with the
Trustee, the Trustee shall, upon the request of
the Company, and upon being furnished funds
sufficient therefor, cause proper proceedings to
be instituted and prosecuted in a court of
competent jurisdiction to foreclose or enforce
the mortgage or other lien by which such bonds
or other obligations so in default are secured,
or to enforce the payment of such deposited
bonds or other obligations, all as may be
permitted by the provisions thereof or of such
mortgage or other lien.
SECTION 12.03. Unless the Company is in
default under any of the provisions of this
Indenture, the Trustee shall forthwith pay over
to or upon the order of the Company all cash
received by the Trustee as income on account of
securities deposited with it hereunder, except
cash so received upon the partial or complete
liquidation of the issuer of any of such
securities. Before making any such payment the
Trustee may require that there be delivered to
it an officers' certificate stating that to the
knowledge of the signers the Company is not in
default under any of the provisions of this
Indenture.
146
All cash received by the Trustee in respect
of such securities, otherwise than as income,
shall be held by it as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes and subject to the conditions set forth
in Section 11.03.
SECTION 12.04. Unless the Company is in
default under any of the provisions of this
Indenture, any securities held by the Trustee
under Section 12.01, pursuant to any of the
provisions of this Indenture, including all but
not less than all of any purchase money
obligations secured by a particular lien, shall
be released from the lien hereof and delivered
by the Trustee to or upon the order of the
Company, upon receipt by the Trustee of the
following:
(a) a resolution requesting such release;
(b) an officers' certificate describing
in reasonable detail the securities to be
released, stating that such securities have
been sold or contracted to be sold for
cash, stating the consideration received or
to be received therefor in cash, and
stating that to the knowledge of the
signers the Company is not in default under
any of the provisions of this Indenture,
and that all conditions precedent provided
for in this Indenture relating to such
release have been complied with;
(c) an independent appraiser's
certificate stating, in the signer's
opinion, the fair value, as of a date
within sixty days of the date of such
application, of the securities to be
released, which fair value, as stated in
such certificate, shall not be less than
the amount of the consideration received or
to be received for the securities to be
released, and that such release will not
impair the security under this Indenture,
in contravention of the provisions hereof;
(d) an opinion of counsel stating, in
the signer's opinion, that all conditions
precedent provided for in this Indenture
relating to such release have been complied
with; and
(e) cash in an amount, subject to
reduction as hereinafter in this Section
12.04 permitted, equal to the fair value of
the securities to be released as stated in
the independent appraiser's certificate
specified under (c) of this Section 12.04.
Unless the Company is in default under any
of the provisions of this Indenture, any
purchase money obligations held by the Trustee
under Section 12.01 which constitute all but not
less than all of the purchase money obligations
secured by a particular lien, shall be released
from the lien hereof and delivered by the
Trustee to or upon the order of the Company,
upon receipt by the Trustee of the following:
147
(a) a resolution requesting such release;
(b) an officers' certificate stating
that to the knowledge of the signers the
Company is not in default under any of the
provisions of this Indenture, and that all
conditions precedent provided for in this
Indenture relating to such release have
been complied with;
(c) an opinion of counsel stating, in
the signer's opinion, that all conditions
precedent provided for in this Indenture
relating to such release have been complied
with; and
(d) cash in an amount, subject to
reduction as hereinafter in this Section
12.04 permitted, equal to the principal
amount of such purchase money obligations.
Unless the Company is in default under any
of the provisions of this Indenture, the amount
of any cash to be deposited by the Company with
the Trustee under this Section 12.04 shall be
subject to reduction by an amount equal to the
amount of net property additions not previously
utilized under this Indenture or by an amount
equal to the amount of bondable bond retirements
not previously utilized under this Indenture, or
both, upon receipt by the Trustee of the
following:
(a) a request of the Company for such
reduction; and
(b) an interim certificate evidencing
the right of the Company to such reduction,
together with, in case net property
additions are to be made the basis for such
reduction, the independent engineer's
certificate, if any, independent
appraiser's certificate, if any,
independent accountant's certificate, if
any, opinion of counsel, and instruments of
conveyance, assignment or transfer, if any,
all as specified in such interim
certificate, and together with, in case
bondable bond retirements are to be made
the basis for such reduction, the bonds, if
any, to be delivered to the Trustee, and
cash, if any, to be deposited with the
Trustee, as specified in such interim
certificate.
All cash deposited with the Trustee pursuant
to the provisions of this Section 12.04 shall be
held by the Trustee as a part of the mortgaged
property and shall be paid over, withdrawn, used
or applied in the manner, to the extent, for the
purposes, and subject to the conditions set
forth in Section 11.03.
SECTION 12.05. In case the mortgaged
property shall be in the possession of a
receiver or trustee, lawfully appointed, the
powers in and by this Article XII conferred upon
the Company may be exercised, with the approval
of the Trustee, by such receiver or trustee,
notwithstanding the fact that the Company may be
in default under any of the provisions of this
Indenture,
148
and any request, certificate or appointment made
or signed by such receiver or trustee for such
purposes shall be as effective as if made by the
Company or the Board of Directors or any of the
officers of the Company in the manner herein
provided; and if the Trustee shall be in
possession of the mortgaged property under any
of the provisions of this Indenture, then all
the powers in and by this Article XII conferred
upon the Company may be exercised by the Trustee
in its discretion.
SECTION 12.06. The Trustee shall not be
required under any of the provisions of Section
12.04 to deliver at the request of the Company
any securities released from the lien hereof at
any time when the Company is in default under
any of the provisions of this Indenture but,
notwithstanding any such default, the Trustee
may deliver any of such securities so released
upon compliance with the conditions, other than
those relating to the nonexistence of a default,
specified in Section 12.04 in respect of such
release, if the Trustee in its discretion shall
deem such release to be for the best interests
of the bondholders.
ARTICLE XIII
REMEDIES OF TRUSTEE AND BONDHOLDERS UPON DEFAULT
SECTION 13.01. No coupon belonging to any
bond, which in any way before, at or after
maturity shall have been transferred or pledged
separate and apart from such bond, shall, unless
accompanied by such bond, be entitled, in case
of default hereunder, to any benefit of or from
this Indenture, except after the prior payment
in full of the principal of all bonds then
outstanding and of all coupons not so
transferred or pledged. No purchase or sale of
coupons, nor any advance or loan thereon, made
by or on behalf of or at the request of or with
the privity of the Company, and no payment of
coupons or any of them by any guarantor of the
payment thereof, shall be taken or shall operate
as keeping such coupons alive or in force as a
lien upon the mortgaged property or under this
Indenture as against the holders of the bonds or
of the remaining coupons. In case the time for
the payment of any coupon shall be extended,
whether or not such extension be by or with the
consent of the Company, such coupon so extended
shall not be entitled in case of default
hereunder to the benefit or security of this
Indenture, except subject to the prior payment
in full of the principal of all bonds then
outstanding and of all coupons, the time for the
payment of which shall not have been extended.
149
SECTION 13.02. In case any one or more of
the following events (defined in Section 1.18 as
"completed defaults") shall occur and be
continuing, viz.:
(a) default shall be made in the
payment of any installment of interest on
any of the bonds when and as such
installment of interest shall become due
and payable as therein expressed, and such
default shall continue for a period of
sixty days;
(b) default shall be made in the
payment of the principal of any of the
bonds when and as such principal shall
become due and payable at maturity as
therein expressed or upon redemption or by
declaration or otherwise as herein
provided;
(c) default shall be made in the
payment of any installment of interest on
any prior lien bonds when and as such
installment of interest shall become due
and payable as therein expressed, and such
default shall continue for a period of
thirty days after written notice thereof
given to the Company (following the
expiration of the period of grace, if any,
specified in the prior lien securing such
prior lien bonds) by the Trustee or to the
Company and the Trustee by the holders of
not less than 5% in principal amount of the
bonds at the time outstanding, specifying
the prior lien bonds with respect to which
such default shall have occurred and
requiring such default to be remedied;
(d) default shall be made in the
payment of the principal of any prior lien
bonds when and as such principal shall
become due and payable at maturity as
therein expressed or upon redemption or by
declaration or otherwise as provided in the
prior lien securing such prior lien bonds,
and such default shall continue for a
period of thirty days after written notice
thereof to the Company by the Trustee or to
the Company and the Trustee by the holders
of not less than 5% in principal amount of
the bonds at the time outstanding,
specifying the prior lien bonds with
respect to which such default shall have
occurred and requiring such default to be
remedied;
(e) default shall be made in the
observance or performance of any other of
the covenants, conditions or agreements on
the part of the Company contained in this
Indenture or in the bonds or in any prior
lien or prior lien bonds, and such default
shall continue for a period of ninety days
after written notice thereof to the Company
by the Trustee or to the Company and the
Trustee by the holders of not less than 25%
in principal amount of the bonds at the
time outstanding, specifying such default
and requiring such default to be remedied;
or
(f) the Company shall admit in writing
its inability to pay its debts generally as
they become due or shall file a petition in
bankruptcy or shall make an assignment for
the benefit of its creditors or shall
consent to the appointment of a receiver of
itself or of the whole or any substan-
150
tial part of the mortgaged property; or, on
a petition' in bankruptcy filed against it,
be adjudicated a bankrupt, or an order,
judgment or decree shall be entered by any
court of competent jurisdiction appointing,
without the Company's consent, a receiver
of it or of the whole or any substantial
part of the mortgaged property and such
adjudication, order, judgment or decree
shall not have been vacated or set aside or
stayed within forty-five days after the
entry thereof; or the Company shall file a
petition or answer seeking reorganization
under any bankruptcy or insolvency law, or
a court of competent jurisdiction shall en-
ter an order, judgment or decree approving
a petition proposing that a plan of
reorganization of the Company be effected,
or if under the provisions of any law for
the relief or aid of debtors any court of
competent jurisdiction shall assume
custody, control or supervision of the Com-
pany or of the whole or any substantial
part of the mortgaged property, and such
order, judgment or decree or such custody,
control or supervision, as the case may be,
shall not be vacated or set aside or
otherwise terminated or stayed within
forty-five days after the entry thereof;
then and in each and every such case either the
Trustee or the holders of not less than 25% in
principal amount of the bonds then outstanding
may declare the principal of all such bonds,
together with all accrued and unpaid interest
thereon, if not already due, to be due and
payable immediately; and upon any such
declaration such bonds and interest shall become
due and payable immediately, anything in this
Indenture or in any of the bonds contained to
the contrary notwithstanding. Any such
declaration by the Trustee may be made by notice
in writing by the Trustee to the Company, and
any such declaration by the holders of not less
than 25% in principal amount of the bonds then
outstanding may be made by notice in writing by
such bondholders to the Company and the Trustee.
SECTION 13.03. Upon the occurrence of one or
more completed defaults, the Trustee, personally
or by its agents or attorneys, may, to the
extent permitted by law, enter into and upon and
take possession of all the mortgaged property
and each and every part thereof, and exclude the
Company, and its agents and employees, wholly
therefrom, and have, hold, use, operate, manage
and control the mortgaged property and each and
every part thereof and, in the name of the
Company or otherwise, as it shall deem best,
conduct the gas utility business of the Company
and exercise all franchises, rights and powers
of the Company pertaining thereto, and use all
of the then existing gas utility property for
that purpose, and, at the expense
151
of the mortgaged property, from time to time,
maintain, restore, insure and keep insured the
property, plants, equipment and apparatus,
provided or required for use in connection with
such business, and likewise, from time to time,
at the expense of the mortgaged property, make
all such necessary repairs, renewals and
replacements, and all such useful alterations,
additions, betterments and improvements as to
the Trustee shall seem judicious, and collect
and receive all income, revenues, rents, issues
and profits of and from the mortgaged property
and of every part thereof, and after deducting
therefrom the expenses of operation and all
expenses incurred hereunder and all other proper
outlays herein authorized and all payments which
may be made for taxes, assessments and other
charges upon the mortgaged property or any part
thereof, as well as just and reasonable
compensation for its own services and for the
services of such agents or attorneys as it may
in the exercise of its discretion employ for any
of the purposes aforesaid, the Trustee shall
apply the rest and residue of the moneys
received by it, as follows:
First. In case the principal of none of
the bonds then outstanding shall have
become due and payable, to the payment of
the interest in default in the order of the
maturity of the installments of such
interest, with interest on the overdue
installments thereof at the rate or rates
borne by the bonds, respectively, on which
such interest shall be in default; such
payments to be made ratably to the persons
entitled thereto, without discrimination or
preference, subject, however, to the pro-
visions of Section 13.01.
Second. In case the principal of any of
the bonds then outstanding shall have
become due and payable at maturity as
therein expressed or upon redemption or by
declaration or otherwise, first to the
payment of the interest in default, in the
order of the maturity of the installments
of such interest, with interest on the
overdue installments thereof at the rate or
rates borne by the bonds, respectively, on
which such interest shall be in default,
and next to the payment of the principal of
all bonds then outstanding and which shall
then be so due and payable; such payments
to be made ratably to the persons entitled
thereto, without discrimination or
preference, subject, however, to the
provisions of Section 13.01.
Whenever all amounts due upon the bonds for
principal or interest, or both, and all other
amounts due under any of the provisions of this
Indenture shall have been paid and all defaults
made good, the Trustee shall surrender
possession of the mortgaged property to the
Company, the same right of entry, however, to
exist upon any subsequent default.
152
SECTION 13.04. Upon the occurrence of one or
more completed defaults, the Trustee, personally
or by its agents or attorneys, may, to the
extent permitted by law, with or without entry,
sell, subject to the then prior liens, if any,
existing thereon, to the highest and best bidder
all and singular the mortgaged property and the
entire right, title, interest, claim and demand
of the Company therein and thereto, and the
right of redemption thereof, at public auction,
at such place, at such time and upon such terms
as the Trustee may fix and shall specify in the
notice of sale to be given as herein provided,
or as may be required by law.
SECTION 13.05. Upon the occurrence of one or
more completed defaults, the Trustee, personally
or by its agents or attorneys, may proceed to
protect and enforce its rights and the rights of
the bondholders under this Indenture by such
suit or suits at law or in equity, whether for
the specific performance of any covenant or
agreement contained herein, or in aid of the
execution of any power herein granted, or for
the foreclosure of the lien of this Indenture,
or for the enforcement of any other appropriate
legal or equitable remedy, as the Trustee, being
advised by counsel, shall deem most effectual to
perform, protect and enforce any of its duties
or rights hereunder.
SECTION 13.06. In case the Trustee shall
proceed by suit or suits at law or in equity
after default as above provided, it shall be
entitled to have the mortgaged property sold by
judicial sale under the order, judgment or
decree of a court or courts of competent
jurisdiction, for or toward the satisfaction of
the principal and interest then due or owing on
the bonds then outstanding, and for the
enforcement of the rights and liens of the
Trustee and the bondholders, and shall be
entitled as a matter of right, pending such suit
or proceedings, to the appointment of a receiver
of the mortgaged property, of all franchises
pertaining to the operation thereof, and of the
income, revenues, rents, issues and profits
thereof and therefrom, with such powers as the
court making such appointment may confer,
whether the mortgaged property shall or shall
not be adequate and sufficient to pay and
satisfy the bonds then outstanding; but
notwithstanding the appointment of any receiver,
the Trustee shall be entitled as pledgee to
continue to retain possession and control of any
securities and cash at the time held by the
Trustee.
SECTION 13.07. In the event of any sale,
whether made under the power of sale herein
granted or pursuant to judicial proceedings, the
whole of the
153
mortgaged property (including securities, if
any, then held hereunder by the Trustee), shall
be sold in one parcel and as an entirety, unless
such sale as an entirety, in the judgment of the
Trustee, shall be impracticable by reason of
some statute or other cause, or unless the
holders of a majority in principal amount of the
bonds then outstanding shall in writing request
the Trustee to cause the mortgaged property to
be sold in parcels, in which case the sale shall
be made in such parcels and in such order as may
be specified in such request, but if not so
specified, or if no such request is made, as the
Trustee in its discretion shall deem most
expedient in the interest of the bondholders.
The Company, for itself and for all persons and
corporations hereafter claiming through or under
it or who may at any time hereafter become
holders of liens junior to the lien of this
Indenture, hereby expressly waives and releases
all right to have the mortgaged property or any
part thereof marshalled upon any sale,
foreclosure, or other enforcement hereof, and
the Trustee, or any court in which the
foreclosure of this Indenture or the
administration of the trust hereby created is
sought, shall have the right as aforesaid to
sell the entire mortgaged property as a whole in
a single parcel.
SECTION 13.08. Notice of any sale pursuant
to any provision of this Indenture shall state
the time and place when and where such sale is
to be made, shall contain a brief general
description of the property to be sold and shall
briefly state the terms of the sale, and shall
be sufficiently given if published once in each
week for four successive calendar weeks prior to
such sale in one authorized newspaper in the
City of Chicago, State of Illinois, and in one
authorized newspaper in the Borough of Man-
hattan, The City of New York, State of New York.
SECTION 13.09. The Trustee may adjourn from
time to time any sale to be made by it under the
provisions of this Indenture, by announcement at
the time and place appointed for such sale or
for such adjourned sale; and without further
notice or publication (unless otherwise required
by law), it may make such sale at the time and
place to which such sale may be adjourned.
SECTION 13.10. The receipt or receipts of
the Trustee for the purchase money paid at any
such sale shall be a sufficient discharge
therefor to any purchaser of the mortgaged
property or any part thereof sold as aforesaid;
and no such purchaser, or his representatives,
grantees or assigns, after paying such purchase
money and receiving such receipt, shall be bound
to
154
see to the application of such purchase money
upon or for any trust or purpose of this
Indenture, or in any manner whatsoever be
answerable for any loss, misapplication or non-
application of any such purchase money or any
part thereof, or be bound to inquire as to the
authorization, necessity, expediency or
regularity of any such sale.
SECTION 13.11. Upon any sale as aforesaid,
any purchaser, for the purpose of making
settlement or payment for the property
purchased, shall, subject to the provisions of
Section 13.01, be entitled to use and apply any
bonds then outstanding, and any matured and
unpaid interest coupons appertaining thereto, by
presenting such bonds and coupons so that there
may be credited as paid thereon the sums payable
out of the net proceeds of such sale to the
holder of such bonds and coupons as his ratable
share of such net proceeds, after allowing for
the proportion of the total purchase price
required to be paid in cash for the cost and
expenses of the sale, compensation and other
charges; and thereupon such purchaser shall be
credited, on account of such purchase price
payable by him, with the portion of such net
proceeds that shall be applicable to the payment
of, and that shall have been credited upon, the
bonds and coupons so presented; and at any such
sale any bondholder may bid for and purchase
such property, and make payment on account
thereof as aforesaid, and upon compliance with
the terms of sale, may hold, retain and dispose
of such property without further accountability
therefor.
SECTION 13.12. Upon the completion of any
sale or sales under or pursuant to the
provisions of this Indenture, the Trustee shall
execute and deliver to the purchaser a good and
sufficient deed or other instrument conveying,
assigning and transferring the property sold.
The Trustee is hereby irrevocably appointed the
true and lawful attorney of the Company, in its
name and stead, to make all necessary
conveyances, assignments and transfers of
property thus sold; and for that purpose the
Trustee may execute all necessary deeds and
instruments of conveyance, assignment and
transfer, and may substitute one or more persons
with like power. All that said attorneys, or
such substitute or substitutes, shall lawfully
do by virtue hereof is hereby ratified and
confirmed. Nevertheless, the Company, if so
requested by the Trustee, shall ratify and
confirm any such sale or sales by executing and
delivering to the Trustee or to such purchaser
all such instruments as may be necessary or in
the judgment of the Trustee proper for that
purpose and as may be designated in such
request.
155
SECTION 13.13. Any such sale or sales made
under or pursuant to the provisions of this
Indenture, whether under the power of sale
herein granted or pursuant to judicial
proceedings, shall operate to divest all right,
title, interest, claim and demand whatsoever,
either at law or in equity, of the Company, in
and to the premises sold, and shall be a
perpetual bar, both at law and in equity,
against the Company and against any and all per-
sons claiming or to claim the premises sold or
any part thereof from, through or under the
Company.
SECTION 13.14. The purchase money, proceeds
and avails of any sale, whether made under the
power of sale herein granted or pursuant to
judicial proceedings, shall be paid to the
Trustee and, together with any other sums which
then may be held by the Trustee under any of the
provisions of this Indenture as a part of the
mortgaged property or the proceeds thereof,
shall be applied by it as follows:
First. To the payment of the costs and
expenses of such sale and reasonable
compensation to the Trustee, its agents,
attorneys and counsel, and of all necessary
or proper expenses, liabilities and ad-
vances made or incurred under this
Indenture by the Trustee, without
negligence or bad faith on its part, and to
the payment of all taxes, assessments or
liens superior to the lien of this
Indenture, except any taxes, assessments or
other superior liens subject to which such
sale shall have been made.
Second. To the payment of the whole
amount then owing and unpaid upon bonds
then outstanding for principal and
interest, with interest on overdue
principal and overdue installments of
interest at the rate or rates borne by the
bonds, respectively, the principal of or
installments of interest on which may be
overdue, and, in case such proceeds shall
be insufficient to pay in full the whole
amount so due and unpaid upon the bonds,
then to the payment of such principal and
interest, without preference or priority of
principal over interest, or of interest
over principal, or of any installment of
interest over any other installment of
interest, or of any series of bonds over
any other series, ratably according to the
aggregate of such principal and the accrued
and unpaid interest, subject, however, to
the provisions of Section 13.01. Such
payments shall be made on the date fixed
therefor by the Trustee, upon presentation
of the bonds and coupons and stamping
thereon of the amount paid, if such bonds
and coupons be only partly paid, and upon
surrender and cancellation thereof if fully
paid.
Third. To the payment of the surplus,
if any, to the Company, or to whomsoever
may be lawfully entitled to receive such
surplus, or as a court of competent
jurisdiction may direct.
156
SECTION 13.15. In case of any sale made
under the power of sale herein granted or
pursuant to judicial proceedings, the principal
of all the bonds then outstanding shall, if not
previously due, thereupon become due and
payable, anything in such bonds or in this
Indenture contained to the contrary
notwithstanding.
SECTION 13.16. The Company covenants that
(a) in case default shall be made in the payment
of any installment of interest on any of the
bonds when and as such installment of interest
shall become due and payable as therein
expressed, and such default shall continue for a
period of sixty days; or (b) in case default
shall be made in the payment of the principal of
any of the bonds when and as such principal
shall become due and payable at maturity as
therein expressed or upon redemption or by
declaration as herein provided, or upon a sale
referred to in Section 13.15, or otherwise,
then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the
holders of the bonds and coupons then
outstanding, the whole amount then due and
payable on all such bonds and coupons for
interest or principal, or both, as the ease may
be, with interest upon the overdue principal and
overdue installments of interest at the rate or
rates borne by the bonds, respectively, the
principal of or installments of interest on
which shall be overdue; and, in case the Company
shall fail to pay such amount forthwith upon
such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled
to recover judgment against the Company and any
other obligor upon the bonds for the whole
amount so due and unpaid.
The Trustee shall be entitled to recover
judgment as aforesaid, either before or after or
during the pendency of any proceedings for the
enforcement of the lien of this Indenture, and
the right of the Trustee to recover such
judgment shall not be affected by any entry or
sale hereunder, or by the exercise of any other
right, power or remedy for the enforcement of
the provisions of this Indenture or the
foreclosure of the lien hereof, and in the case
of a sale of the mortgaged property, and of the
application of the proceeds of sale to the
payment of the indebtedness hereby secured, the
Trustee, in its own name and as trustee of an
express trust, shall be entitled to enforce
payment of, and to receive all amounts then
remaining due and unpaid upon, any and all of
the bonds and coupons then outstanding, for the
benefit of the holders thereof, and shall be
entitled to recover judgment for any portion of
the indebtedness remaining unpaid, with
interest, as
157
aforesaid. No recovery of any such judgment nor
any attachment or levy of execution thereunder
upon the mortgaged property or any part thereof,
or upon any other property, shall in any manner
or to any extent affect the lien of this
Indenture upon the mortgaged property or any
part thereof, or any lien, rights, powers or
remedies of the Trustee or of the holders of the
bonds, but such lien, rights, powers and
remedies shall continue unimpaired as before.
Any moneys collected by the Trustee under
this Section 13.16 shall be paid to the Trustee
and applied by it toward payment of the amounts
then due and unpaid upon such bonds and coupons
in respect of which such moneys shall have been
collected, ratably and without any preference or
priority of any kind (except as provided in
Section 13.01), according to the amounts due and
payable upon such bonds and coupons,
respectively, at the date fixed by the Trustee
for the distribution of such moneys, upon
presentation of the bonds and coupons and
stamping thereon of the amount paid, if such
bonds and coupons be only partly paid, and upon
surrender and cancellation thereof if fully
paid.
SECTION 13.17. Subject to the provisions of
Section 17.02, the Trustee shall have power to
institute and to maintain such suits and
proceedings as the Trustee may be advised by
counsel shall be necessary or expedient to
prevent any impairment of the security hereunder
by any acts of the Company, or of others, in
violation of this Indenture, or which are
unlawful, or as the Trustee may be advised shall
be necessary or expedient to preserve and to
protect the interests of the Trustee and of the
bondholders in respect of the mortgaged
property, and in respect of the income,
revenues, rents, issues and profits thereof and
therefrom; including power to institute and to
maintain suits or proceedings to restrain the
enforcement or observance of, or compliance
with, any legislative or other governmental
enactment, rule or order which the Trustee may
believe to be unconstitutional or otherwise
invalid, if the enforcement or observance of, or
compliance with, such enactment, rule or order
would impair the security hereunder or be pre-
judicial to the interests of the bondholders or
of the Trustee.
SECTION 13.18. The Company will not at any
time insist upon or plead, or in any manner
whatever claim or take the benefit or advantage
of any stay or extension law at any time in
force. The Company will not claim, take or
insist upon any benefit or advantage from any
law at any time in force providing for the
valuation or appraisement of the mortgaged prop-
158
erty or any part thereof prior to any sale or
sales thereof to be made pursuant to any
provisions herein contained or to the decree,
judgment or order of any court of competent
jurisdiction. After any such sale or sales, the
Company will not claim or exercise any right
under or conferred by any law at any time in
force to redeem the property sold or any part
thereof. The Company hereby expressly waives and
relinquishes all benefit and advantage of any
and all such stay, extension, valuation,
appraisement and redemption law or laws. The
Company covenants that it will not hinder, delay
or impede the execution of any power herein
granted and delegated to the Trustee, but that
the Company will suffer and permit the execution
of every such power as though no such law or
laws had been made or enacted.
SECTION 13.19. At any time before full
payment of all bonds, at the time outstanding,
and whenever it shall deem it expedient for the
better protection or security of such bonds
(although no completed default shall have
occurred), the Company, with the consent of the
Trustee, may surrender and deliver or cause to
be surrendered and delivered to the Trustee full
possession of the whole or any part of the
mortgaged property, for any period fixed or
indefinite. In such event, the Trustee shall
enter into and upon the mortgaged property so
surrendered and delivered, and shall take and
receive possession thereof for such period,
fixed or indefinite, as aforesaid, without
prejudice, however, to its right at any time
subsequently, when entitled thereto by any
provision hereof, to insist upon maintaining and
to maintain such possession beyond the
expiration of any such prescribed period, and
the Trustee, from the time of such entry, shall
operate, maintain and manage the mortgaged
property, so surrendered and delivered, in
accordance with the provisions of this
Indenture, and shall receive and apply the
income, revenues, rents, issues and profits
thereof and therefrom as provided in Section
13.03. Upon application of the Trustee and with
the consent of the Company, if no completed
default shall have occurred, and without such
consent if one or more completed defaults shall
have occurred, a receiver may be appointed to
take possession of, and to operate, maintain and
manage the mortgaged property or any part
thereof, and the Company shall transfer and
deliver, or cause to be transferred or
delivered, to such receiver possession of the
mortgaged property, wheresoever such property
may be situated; but notwithstanding the
appointment of a receiver, the Trustee shall be
entitled as pledgee to continue to retain the
possession and control of any cash or
securities at the time held by it
159
under this Indenture. In every case, when a
receiver of the whole or any part of the
mortgaged property shall be appointed under this
Section 13.19 or otherwise, the net income of
the mortgaged property shall be paid over to,
and shall be received by, the Trustee for the
benefit of the holders of the bonds then
outstanding.
SECTION 13.20. No holder of any bond or
coupon shall have the right to institute any
suit, action or proceeding, at law or in equity,
for the foreclosure of this Indenture, or for
tile execution of any trust or power hereof or
for the appointment of a receiver or for the
enforcement of any other remedy under or upon
this Indenture, unless such holder previously
shall have given to the Trustee written notice
of some existing default and of the continuance
thereof, as hereinbefore provided; nor unless,
also, the holders of not less than 25% in
principal amount of the bonds then outstanding
shall have requested the Trustee in writing,
after the right to exercise such powers or right
of action, as the case may be, shall have
accrued, and shall have afforded to it a
reasonable opportunity, either to proceed to
exercise the powers hereinbefore granted or to
institute such action, suit or proceedings in
its own name; nor unless, also, such holder or
holders shall have offered to the Trustee
security and indemnity satisfactory to it
against the costs, expenses and liabilities to
be incurred therein or thereby, and the Trustee
shall have refused or neglected to comply with
such request within a period of ninety days
after receipt of such request and offer of
security and indemnity; and, subject to the
provisions of Section 17.02, such notification
request and offer of security and indemnity are
hereby declared, in every such case, at the
option of the Trustee, to be conditions
precedent to the execution of the powers and
trusts under this Indenture and to any action or
cause of action for foreclosure or for the
appointment of a receiver, or for any other
remedy hereunder; it being understood and
intended that no one or more holders of bonds or
coupons shall have any right in any manner
whatever hereunder or under the bonds or coupons
by his or their action to affect, disturb or
prejudice the lien of this Indenture or to
enforce any right hereunder, except in the
manner herein provided, and that all proceedings
hereunder, at law or in equity, shall be
instituted, had and maintained in the manner
herein provided and for the ratable benefit of
all holders of such outstanding bonds and
coupons. Nothing herein contained shall,
however, affect or impair the obligation of the
Company, which is absolute and unconditional, to
pay the principal of and the interest on each of
the bonds to the respective holders thereof at
the time and place in the bonds and cou-
160
ports expressed, or affect or impair the right
of any bondholder, which is also absolute and
unconditional, to institute suit for the
enforcement of any such payment.
Notwithstanding anything to the contrary in
this Section 13.20 contained, the Company, the
Trustee and the bondholders agree that in any
suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the
Trustee for any action taken or omitted by it as
Trustee, the court may in its discretion require
the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit,
and that such court may in its discretion assess
reasonable costs, including reasonable
attorneys' fees, against any party litigant in
such suit, having due regard to the merits and
good faith of the claims or defenses made by
such party litigant; provided, however, that the
provisions of this paragraph shall not apply to
any suit instituted by the Trustee, to any suit
instituted by any bondholder or group of
bondholders, holding in the aggregate more than
10% in principal amount of the bonds then
outstanding, or to any suit instituted by any
bondholder for the enforcement of the payment of
the principal of or the interest on his bonds at
and after the maturity of such principal or
interest as expressed in such bonds.
SECTION 13.21. The foregoing provisions of
this Article XIII are subject to the condition
that if, at any time after the occurrence of a
completed default and before any sale of the
mortgaged property shall have been made, all
arrears of principal and interest, with interest
upon all overdue principal and overdue
installments of interest at the rate or rates
borne by the bonds, respectively, of which the
principal or on which installments of interest
may be overdue, together with the reasonable
charges and expenses of the Trustee, its agents,
attorneys and counsel, and all other sums
payable by the Company hereunder, except the
principal of, and the interest accrued since the
next preceding interest date on, the bonds due
and payable solely by virtue of a declaration
made under Section 13.02, shall either be paid
by the Company or be collected and paid out of
the mortgaged property, and all other defaults,
if any, which shall have occurred, shall have
been remedied or cured, to the reasonable
satisfaction of the Trustee, then and in every
such case the Trustee, upon the written request
of the holders of a majority in principal amount
of the bonds then outstanding, shall waive any
such default and its consequences and rescind
any declaration previously made under Section
13.02; but no such waiver or recession shall
161
extend to or affect any subsequent default or
impair or exhaust any right or power consequent
thereon.
In case the Trustee shall have proceeded to
enforce any right under this Indenture by
foreclosure, entry or otherwise, and such
proceedings shall have been discontinued or
abandoned because of such waiver or for any
other reason, or shall have been finally
determined adversely to the Trustee, then and in
every such case, the Company and the Trustee
shall severally and respectively be restored to
their former positions and rights hereunder in
respect of the mortgaged property, and all
rights, remedies and powers of the Trustee shall
continue as though no such proceedings had been
taken.
No delay or omission of the Trustee or of
any holder of bonds to exercise any right or
power accruing upon or after any default, shall
impair any such right or power or shall be
construed to be a waiver of any such default or
an acquiescence therein; and every power and
remedy given hereunder to the Trustee or to the
bondholders, subject to the provisions of
Section 13.20, may be exercised from time to
time and as often as may be deemed expedient by
the Trustee or by the bondholders.
Except as herein expressly provided to the
contrary, no remedy herein conferred upon or
reserved to the Trustee or to the bondholders is
intended to be exclusive of any other remedy or
remedies; but each and every such remedy shall
be cumulative, and shall be in addition to every
other remedy given hereunder or now or hereafter
existing at law or in equity.
SECTION 13.22. The Trustee shall be entitled
and empowered, in its own name and as trustee of
an express trust, to file such proof of debt,
amendment of proof of debt, claim, petition or
other document as may be necessary or advisable
in order to have the claims of the Trustee and
of the holders of the bonds and coupons allowed
in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment,
reorganization or other similar proceedings
relative to the Company or any other obligor
upon the bonds, or to the creditors or property
of the Company or such obligor. The Trustee is
hereby irrevocably appointed (and the successive
respective holders of the bonds and coupons by
taking and holding such bonds and coupons shall
be conclusively deemed to have so appointed the
Trustee) the true and lawful attorney-in-fact of
the respective holders of the bonds and coupons,
with authority to make or file in the respective
names of the holders of the bonds and coupons,
or on behalf of all the holders of the bonds
162
and coupons as a class (subject to deduction
from any such claim of the amounts of any claims
filed by any of the holders of the bonds and
coupons themselves), any proof of debt,
amendment of proof of debt, claim, petition or
other document in any such proceedings and to
receive payment of any sums becoming
distributable on account thereof, and to execute
any other papers and documents and do and
perform any and all acts and things, for and on
behalf of such holders of the bonds and coupons,
as may be necessary or advisable in the opinion
of the Trustee in order to have the respective
claims of the Trustee and the holders of the
bonds and coupons against the Company or any
other obligor upon the bonds, or against the
property of the Company or such obligor, allowed
in any such proceedings, and to receive payment
of or on account of such claims; provided,
however, that nothing herein contained shall be
deemed to authorize or empower the Trustee to
consent to or accept or adopt, on behalf of any
holder of the bonds or coupons, any plan of
reorganization or readjustment of the Company
affecting the bonds or coupons. All rights of
action upon or under any of the bonds or coupons
or this Indenture (including the right of the
Trustee to file proof of debt, amendment of
proof of debt, claim, petition or other document
on behalf of the holders of the bonds and
coupons in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment,
reorganization or other similar proceedings, as
aforesaid) may be enforced by the Trustee,
notwithstanding the fact that it may not have
possession of any of the bonds or coupons, and
without the production thereof at any trial or
any proceedings relating thereto.
SECTION 13.23. All rights, remedies and
powers provided by this Article XIII may be
exercised only to the extent that the exercise
thereof does not violate any applicable
provision of law in the premises, and all the
provisions of this Article XIII are intended to
be subject to all applicable mandatory
provisions of law that may be controlling in the
premises and to be limited to the extent
necessary so that they will not render this
Indenture invalid, unenforceable or not entitled
to be recorded or filed under the provisions of
any applicable law.
ARTICLE XIV
BONDHOLDER' ACTS AND HOLDINGS
SECTION 14.01. Any request, direction or
other instrument required or permitted by this
Indenture to be signed or executed by
bondholders may
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be in any number of concurrent writings of
similar tenor and may be signed or executed by
such bondholders in person or by attorney
appointed in writing.
The signature to any such writing shall be
guaranteed by a bank or trust company located or
having a correspondent in the City of Chicago,
State of Illinois, or in the Borough of
Manhattan, The City of New York, State of New
York, or, if acceptable to the Trustee, by a
firm having a membership upon the Midwest Stock
Exchange or the New York Stock Exchange, or the
execution of such writing shall be acknowledged
before a notary public or other officer in any
jurisdiction, who by the laws thereof has power
to take acknowledgments or proofs of deeds
within such jurisdiction, or shall be supported
by an affidavit of a witness to such execution.
In order to establish the fact of the
holding of coupon bonds not registered as to
principal and of the coupons thereto
appertaining, the amount, serial numbers and
series of such bonds, and the date of the
holding of such bonds by any person who as a
bondholder shall give any notice to the Trustee
or who shall request the Trustee to take any
action under any of the provisions of this
Indenture, each such holder shall exhibit such
bonds to the Trustee or shall deliver to it a
certificate executed by any trust company, bank,
banker or other depositary, satisfactory to the
Trustee, showing that at the date therein
mentioned such person had on deposit with or
exhibited to such trust company, bank, banker or
other depositary the bonds or coupons described
in such certificate and claimed to be the owner
thereof. Such holding shall be deemed to
continue until written notice to the contrary is
delivered to the Trustee.
SECTION 14.02. Any action taken by the
Trustee or by the Company pursuant to this Indenture upon the request or
authority or consent of any person who, at the
time of making such request or giving such
authority or consent, is the holder of any bond
at the time outstanding, shall be conclusive and
binding upon all future holders of the same bond
and of bonds issued in exchange or substitution
therefor.
ARTICLE XV
IMMUNITY OF OFFICERS, STOCKHOLDERS AND DIRECTORS
SECTION 15.01. No recourse under or upon any
obligation, covenant or agreement contained in
this Indenture, or in any bond or coupon, or
under
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any judgment obtained against the Company, or by
the enforcement of any assessment or penalty, or
by any legal or equitable proceedings by virtue
of any constitution or statute or rule of law or
otherwise or under any circumstances, under or
independent of this Indenture, shall be had
against any incorporator, stockholder, officer
or director, past, present or future, of the
Company, either directly or through the Company
or otherwise, whether for the payment for or to
the Company or any receiver thereof, or for or
to the holder of any bond or coupon or
otherwise, of any sum that may be due and unpaid
by the Company upon any such bond or coupon or
under any covenant or provision of this
Indenture, or for any other relief whatsoever,
and any and all personal liability of every name
and nature, whether at law or in equity, or by
constitution or statute or rule of law or
otherwise, of any such incorporator,
stockholder, officer or director, whether for
the payment for or to the Company or any
receiver thereof, or for or to the holder of any
bond or coupon or otherwise, of any sum that may
remain due and unpaid upon the bonds and coupons
or any of them or under any covenant or
provision of this Indenture, or for any other
relief hereunder or under any or all of such
bonds or coupons, is hereby expressly waived and
released as a condition of and in consideration
for the execution of this Indenture and the
issuance of such bonds and coupons.
ARTICLE XVI
CONSOLIDATIONS, MERGERS AND SALES
SECTION 16.01. Subject to the provisions of
Section 9.14, nothing in this Indenture
contained shall prevent any consolidation of the
Company with, or its merger into, any other
corporation, or any conveyance, transfer or
lease, subject to the lien of this Indenture, of
all or substantially all of the mortgaged
property to any corporation lawfully entitled to
acquire or lease and operate such property;
provided, however, and the Company covenants and
agrees, (a) that any such consolidation, merger,
conveyance, transfer or lease shall be upon such
terms as fully to preserve and in no respect to
impair the lien or security of this Indenture,
or any of the rights or powers of the Trustee or
of the bondholders hereunder, (b) that any such
lease shall be made expressly subject to
immediate termination by the lessor or by the
Trustee at any time during the continuance of a
completed default hereunder, and also by the
purchaser of the property so leased at any sale
thereof under the provisions of this Indenture,
whether such sale be made under the power of
sale herein conferred or pursuant to judicial
proceedings, and (c)
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that upon any such consolidation, merger,
conveyance, transfer or lease, the due and
punctual payment of the principal of and the
interest on all bonds then outstanding and the
due and punctual performance and observance of
all the covenants and conditions of this
Indenture to be kept or performed by the Company
shall, by an indenture supplemental hereto, duly
executed and recorded and in form satisfactory
to the Trustee, be expressly assumed by the
corporation formed by such consolidation or into
which the Company shall have been merged, or to
which any such conveyance, transfer or lease
shall have been made, except that it shall not
be required that any such supplemental indenture
executed by a lessee under any lease shall
obligate such lessee to pay any such principal
maturing, or interest accruing, subsequent to
the expiration of such lease, or to perform or
observe any of the other covenants or conditions
of this Indenture subsequent to such expiration.
SECTION 16.02. In the case of any
consolidation, merger, conveyance or transfer
(other than by lease) permitted by Section
16.01, the corporation (hereinafter called the
"successor corporation") formed by such
consolidation or into which the Company shall
have been merged or which shall have received a
conveyance or transfer as aforesaid, upon
executing and causing to be recorded an
indenture supplemental hereto, as required by
the provisions of Section 16.01, shall succeed
to and be substituted for the Company, with the
same effect as if it had originally been named
as the Company herein. Without prejudice to the
generality of the foregoing, the successor
corporation thereupon may, subject to the
condition hereinafter stated, cause to be
executed, authenticated and delivered, either in
its own name or in the name of the Company, in
respect of property, including additions
thereto, of the successor corporation, such
bonds as could or might have been issued
hereunder by the Company had it acquired such
property by purchase on the date of such
consolidation, merger, conveyance or transfer
and had such consolidation, merger, conveyance
or transfer not occurred, and, upon the order of
the successor corporation in lieu of the
Company, and subject to all the terms,
conditions and restrictions in this Indenture
contained concerning the authentication and
delivery of bonds, the Trustee shall
authenticate and deliver any bonds which shall
have been previously signed and delivered by the
officers of the Company to the Trustee for
authentication, and all such other bonds as the
successor corporation shall thereafter, in
accordance with the provisions of this
Indenture, cause to be executed and delivered to
the Trustee for such purpose. All bonds so
issued
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shall in all respects have the same legal rank
and security as the bonds theretofore issued in
accordance with the provisions of this Indenture
as though all of such bonds had been
authenticated and delivered at the date of the
execution hereof. Subject to the condition
hereinafter stated, the successor corporation
shall also have and may exercise in respect of
its property, and subject to all the terms,
conditions and restrictions in this Indenture
contained applicable thereto, whether as to the
withdrawal of cash, the reduction of cash
required to be deposited with the Trustee under
any of the provisions of this Indenture, or
otherwise, the same powers and rights which the
Company might or could exercise had it acquired
such property by purchase on the date of such
consolidation, merger, conveyance or transfer
and had such consolidation, merger, conveyance
or transfer not occurred. As a condition
precedent to the authentication and delivery of
any such additional bonds, as above provided, on
the basis of property, including additions
thereto, of the successor corporation, and as a
condition precedent to the withdrawal of cash or
the reduction of cash required to be deposited
with the Trustee under any of the provisions of
this Indenture, on the basis of property of the
successor corporation, the indenture to be
executed by the successor corporation as in
Section 16.01 provided, or a subsequent
indenture, shall contain a conveyance and
mortgage in terms sufficient to subject such
property to the lien hereof with the same force,
effect and standing as the lien of this
Indenture would have had if such consolidation,
merger, conveyance or transfer had not occurred,
and if the Company itself, on the date of such
consolidation, merger, conveyance or transfer,
had acquired or constructed such property, and
had requested, in respect thereof, the
authentication and delivery of bonds, the
withdrawal of cash or the reduction of cash
required to be deposited with the Trustee under
any of the provisions of this Indenture.
In the case of any such consolidation,
merger, conveyance or transfer (other than by
lease), such changes in phraseology and form
(but not in substance) may be made in the bonds,
if any, thereafter to be issued as may be
appropriate.
Prior to or concurrently with any such
consolidation, merger, conveyance, transfer or
lease, the Company shall file with the Trustee
an opinion of counsel stating, in the signer's
opinion, that all provisions and conditions
contained in Section 16.01 and in this Section
16.02 relating to such consolidation, merger,
conveyance, transfer or lease, and relating to
the supplemental indenture or indentures to be
executed in connection therewith, have been
complied with.
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SECTION 16.03. In the case of any
consolidation, merger, conveyance or transfer
permitted by Section 16.01, neither this
Indenture nor the indenture supplemental hereto
to be executed by the successor corporation as
in Section 16.01 provided shall, unless such
supplemental indenture shall otherwise provide,
become or be a lien upon any of the property or
franchises of the successor corporation except
(a) property and franchises acquired by it from
the Company and all other property and
franchises appurtenant thereto, and property
thereafter acquired or constructed by the
successor corporation forming an integral part
of, and being essential or convenient to the use
or operation of, any property then or thereafter
subject to the lien hereof, (b) property made
and used by the successor corporation as the
basis under any of the provisions of this
Indenture for the authentication and delivery of
additional bonds, the withdrawal of cash or the
reduction of cash required to be deposited with
the Trustee under any of the provisions of this
Indenture, and (c) such franchises and
additional property as may be acquired or
constructed by the successor corporation (1) to
maintain, renew and preserve the franchises
covered by this Indenture or to maintain the
property mortgaged or intended to be mortgaged
hereby as an operating system, in good repair,
working order and condition, or (2) in pursuance
of some covenant or agreement hereof to be kept
or performed by the Company.
ARTICLE XVII
THE TRUSTEE
SECTION 17.01. The Trustee, for itself and
its successors, accepts the trust created by
this Indenture upon the terms and conditions
hereof, including the following, to all of which
the parties hereto and the holders from time to
time of the bonds agree:
(a) The Trustee shall be entitled to
reasonable compensation for all services
rendered by it hereunder (which
compensation shall not be limited by any
provision of law in regard to the
compensation of a trustee of an express
trust), and such compensation, as well as
the reasonable compensation of its counsel,
and all other reasonable expenses incurred
by the Trustee hereunder, and all taxes
which may have been assessed against the
Trustee as such or against any funds on
deposit with it hereunder which the Trustee
may be required or permitted by law to
deduct from such deposit and to pay, the
Company agrees to pay promptly on demand
from time to time as such services
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shall be rendered and as such expenses shall be
incurred. In default of such payment by the
Company, the Trustee shall have a lien therefor
on the mortgaged property and the proceeds
thereof prior to the lien of the bonds and
coupons and a lien therefor on any moneys held
by the Trustee hereunder prior to any rights in
such moneys of the holders of the bonds and
coupons. The Company also agrees to indemnify
the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred
without negligence or bad faith on the part of
the Trustee, arising out of or in connection
with the acceptance or administration of the
trust created hereby, as well as the costs and
expenses of defending against any claim of
liability in the premises.
(b) The Trustee may execute any of the
trusts or powers hereof and perform any duty
hereunder either directly or by or through
agents or attorneys.
(c) The Trustee shall not be responsible in
any manner whatsoever for the correctness of the
recitals herein or in the bonds (except for its
certificate of authentication thereon) or in the
coupons contained, all of which are made by the
Company solely; and the Trustee shall not be
responsible or accountable in any manner
whatsoever for or with respect to the validity
or execution or sufficiency of this Indenture,
or of any indenture supplemental hereto, or of
the bonds or coupons, or for the value of the
mortgaged property or any part thereof, or for
the title of the Company thereto, or for the
security afforded thereby and hereby, or for the
validity of any securities at any time held
hereunder, and the Trustee makes no
representation with respect thereto. The Trustee
shall not be accountable for the use or
application by the Company of any bonds
authenticated and delivered hereunder or of the
proceeds of such bonds, or for the use or
application of any moneys paid over in
accordance with any provision of this Indenture.
(d) The Trustee, subject to the provisions
of Section 17.02, shall be under no obligation
to exercise any of the trusts or powers hereof
at the request, order or direction of any of the
bondholders, pursuant to the provisions of this
Indenture, unless such bondholders shall have
offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses
and liabilities to be incurred therein or
thereby.
(e) The Trustee may consult with counsel
and, to the extent permitted by Section 17.02,
the opinion of such counsel shall be full and
complete authorization and protection in respect
of any action taken or suffered by the Trustee
hereunder in good faith and in accordance with
the opinion of such counsel.
(f) The fact of the adoption of any
resolution by the Board of Directors or by the
stockholders of the Company and of the
effectiveness of
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such resolution at the time of the delivery
thereof to the Trustee shall be
sufficiently evidenced by the certificate
of the Secretary or one of the Assistant
Secretaries of the Company, under its
corporate seal.
(g) Any action taken by the Trustee
pursuant to any provision hereof at the
request or with the consent of any person
who at the time is the holder of any bond
shall be conclusive and binding in respect
of such bond upon all future holders
thereof, whether or not such bond shall
have noted thereon the fact that such
request or consent had been made or given.
(h) The Trustee shall not be personally
liable, in case of entry by it upon the
mortgaged property, for debts contracted or
liability or damages incurred in the
management or operation of the mortgaged
property.
(i) The Trustee, to the extent
permitted by Section 17.02, may rely, and
shall be protected in acting upon, any
resolution, certificate, statement,
instrument, opinion, report, notice,
request, consent, order, bond, coupon or
other paper or document believed by it to
be genuine and to have been signed or
presented by the proper party or parties.
(j) All cash received by the Trustee
under or pursuant to any of the provisions
of this Indenture (including any cash
received by it as paying agent) shall
constitute trust funds for the purposes for
which such cash was paid or is held, but
need not be segregated in any manner from
any other moneys and may be deposited by
the Trustee, under such conditions as may
be prescribed by law, in its general
banking department. The Trustee shall be
under no liability for interest on any cash
so received by it, except such interest as
it may agree with the Company to pay
thereon. If any such agreement shall be in
effect, the Trustee, unless the Company
shall be in default under any of the
provisions of this Indenture, shall from
time to time, upon the request of the
Company and upon receipt of an officers'
certificate stating that to the knowledge
of the signers the Company is not so in
default, forthwith pay over to the Company
any such interest.
SECTION 17.02. None of the provisions of
this Indenture shall be construed as relieving
the Trustee from liability for its own negligent
action, its own negligent failure to act, or its
own wilful misconduct, except that, anything in
this Indenture contained to the contrary
notwithstanding:
(a) unless and until a completed
default shall have occurred and shall be
continuing;
(1) the Trustee shall not be liable
except for the performance of such duties
as are specifically set out in this
Indenture, and no implied covenants or
obligations shall be read into this
Indenture
170
against the Trustee, whose duties and
obligations shall be determined solely
by the express provisions of this
Indenture; and
(2) the Trustee may conclusively
rely, as to the truth of the
statements and the correctness of the
opinions expressed therein, in the
absence of bad faith on the part of
the Trustee, upon certificates and
opinions conforming to the
requirements of this Indenture; but in
the case of any such certificates or
opinions which, by the provisions of
this Indenture, are specifically
required to be furnished to the
Trustee, the Trustee shall be under a
duty to examine such certificates or
opinions to determine whether or not
they conform to the requirements of
this Indenture;
(b) the Trustee shall not be liable to
any holder of bonds or coupons or to any
other person for any error of judgment made
in good faith by a responsible officer or
officers of the Trustee, unless it shall be
proved that the Trustee was negligent in
ascertaining the pertinent facts (the term
"responsible officers of the Trustee", as
used in this Article XVII, meaning the
chairman of the board of directors, the
president, every vice-president, the
secretary, every assistant secretary, the
treasurer, every trust officer, every
assistant trust officer and every other
officer and assistant officer of the
Trustee customarily performing functions
similar to those performed by the persons
who at the time shall be such officers,
respectively, or to whom any corporate
trust matter is referred because of his
knowledge of and familiarity with the
particular subject); and
(c) the Trustee shall not be liable to
any holder of bonds or coupons or to any
other person with respect to any action
taken or omitted to be taken by it in good
faith, in accordance with the direction of
the holders of a majority in principal
amount of the bonds at the time out-
standing, relating to the time, method and
place of conducting any proceeding for any
remedy available to the Trustee or
exercising any trust or power conferred
upon it by this Indenture.
If a completed default shall have occurred,
then, so long as such default shall be
subsisting, the Trustee shall exercise the
rights and powers vested in it by this
Indenture, and shall use the same degree of care
and skill in their exercise as a prudent man
would exercise or use under the circumstances in
the conduct of his own affairs.
Notwithstanding any provision of this
Indenture authorizing the Trustee conclusively
to rely upon any certificates or opinions, the
Trustee may, if in its opinion it is necessary
or desirable, require any further evidence or
make any further investigation as to the facts
or matters stated therein which it may, in good
faith, deem reasonable in the circumstances; and
the
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Trustee shall, if requested in writing so to do
by the holders of a majority in principal amount
of the bonds then outstanding, require such
further evidence and, if furnished with funds
sufficient to pay the cost thereof, make such
further investigation as may be specified in
such written request.
If the Trustee shall determine or shall be
requested, as aforesaid, to make such further
investigation, it shall be entitled to examine
the mortgaged property and the books and records
of the Company; and unless satisfied, with or
without such investigation, of the truth and
accuracy of the matters stated in such
certificates or opinions, it shall be under no
obligation to grant any application or take or
permit any action hereunder. The reasonable
expense of every such examination shall be paid
by the Company or, if paid by the Trustee or the
bondholders, shall be repaid by the Company,
upon demand, with interest at the rate of 5% per
annum, and, until such repayment, shall be
secured by a lien on the mortgaged property and
the proceeds thereof prior to the lien of the
bonds and coupons.
SECTION 17.03. The Trustee shall give to the
bondholders, in the manner and to the extent
provided under Section 17.10(c), notice of the
occurrence of all defaults known to it within
ninety days after the occurrence thereof, or
promptly after such default becomes known to it
if it learns of such default after such ninety-
day period, but in the case of any default of
the character specified under Section 13.02(e),
no such notice shall be given until at least
sixty days after the occurrence thereof;
provided, that, except in the case of a default
resulting from the failure to make any payment
of principal of or interest on the bonds, or in
the making of any sinking fund payment, the
Trustee may withhold such notice if and so long
as the board of directors, the executive
committee, a trust committee of directors or
responsible officers of the Trustee in good
faith determine that the withholding of such
notice is in the interests of the bondholders.
For the purposes of this Section 17.03, the term
"default" shall mean any event of default
specified in Section 13.02, not including in the
case of the defaults specified under Section
13.02(a), (c), (d) and (e) any periods of grace
provided for therein.
Nothing herein contained shall require the
Trustee to give any notice of any default which
has been cured.
SECTION 17.04. If the Trustee has or shall
acquire any conflicting interest as defined in
this Section 17.04, it shall, within ninety days
after ascertaining that it has such conflicting
interest, either eliminate such conflicting
172
interest or resign, such resignation to become
effective upon the appointment of a successor
and such successor's acceptance of such
appointment, and the Company shall take prompt
steps to have a successor appointed in the
manner provided in Section 17.06. For the
purposes of this Section 17.04 the Trustee shall
be deemed to have a conflicting interest if:
(a) the Trustee is trustee under
another indenture under which any other
securities, or certificates of interest or
participation in other securities, of the
Company are outstanding, unless such other
indenture is a collateral trust indenture
under which the only collateral consists of
bonds outstanding under this Indenture,
provided, however, that there shall be
excluded from the operation of this
subparagraph (a) any indenture or
indentures under which other securities or
certificates of interest or participation
in other securities of the Company are
outstanding, if the Company shall have
sustained the burden of proving, on
application to the Securities and Exchange
Commission and after opportunity for
hearing thereon, that trusteeship under
this Indenture and under such other
indenture is not so likely to involve a
material conflict of interest as to make it
necessary in the public interest or for the
protection of investors to disqualify the
Trustee from acting as such under one of
such indentures;
(b) the Trustee or any of its directors
or executive officers is an obligor upon
the bonds issued under this Indenture or an
underwriter for the Company;
(c) the Trustee directly or indirectly
controls or is directly or indirectly
controlled by or is under direct or
indirect common control with the Company or
an underwriter for the Company;
(d) the Trustee or any of its directors
or executive officers is a director,
officer, partner, employee, appointee, or
representative of the Company or of an
underwriter (other than the Trustee) for
the Company who is currently engaged in the
business of underwriting, except that (1)
one individual may be a director and/or an
executive officer of the Trustee and also a
director and/or an executive officer of the
Company, but may not be at the same time an
executive officer of both the Trustee and
of the Company, and (2), if and so long as
the number of directors of the Trustee in
office is more than nine, one additional
individual may be a director and/or an
executive officer of the Trustee and a
director of the Company, and (3) the
Trustee may be designated by the Company,
or by any underwriter for the Company, to
act in the capacity of transfer agent,
registrar, custodian, paying agent, fiscal
agent, escrow agent, or depositary, or in
any other similar capacity, or,
173
subject to the provisions of (a) of this Section
17.04, to act as trustee, whether under an
indenture or otherwise;
(e) 10% or more of the voting securities of
the Trustee is beneficially owned either by the
Company or by any director, partner or executive
officer of the Company or 20% or more of such
voting securities is beneficially owned,
collectively, by any two or more of such
persons; or 10% or more of the voting securities
of the Trustee is beneficially owned either by
an underwriter for the Company or by any
director, partner or executive officer of any
such underwriter, or is beneficially owned,
collectively, by any two or more such persons;
(f) the Trustee is the beneficial owner of,
or holds as collateral security for an
obligation which is in default as hereinafter in
this Section 17.04 defined, (1) 5% or more of
the voting securities, or 10% or more of any
other class of security, of the Company, not
including bonds issued under this Indenture and
securities issued under any other indenture of
the Company under which the Trustee is also
trustee, or (2) 10% or more of any class of
security of any underwriter for the Company;
(g) the Trustee is the beneficial owner of,
or holds as collateral security for an
obligation which is in default as hereinafter in
this Section 17.04 defined, 5% or more of the
voting securities of any person who, to the
knowledge of the Trustee, owns 10% or more of
the voting securities of, or controls directly
or indirectly or is under direct or indirect
common control with, the Company;
(h) the Trustee is the beneficial owner of,
or holds as collateral security for an
obligation which is in default as hereinafter in
this Section 17.04 defined, 10% or more of any
class of security of any person who, to the
knowledge of the Trustee, owns 50% or more of
the voting securities of the Company; or
(i) the Trustee owns, on May 15 in any
calendar year, in the capacity of executor,
administrator, testamentary or inter vivos
trustee, guardian, committee or conservator, or
in any other similar capacity, an aggregate of
25% or more of the voting securities, or of any
class of security, of any person, the beneficial
ownership of a specified percentage of which
would have constituted a conflicting interest
under (f), (g) or (h) of this Section 17.04. As
to any of such securities of which the Trustee
acquired ownership through becoming executor,
administrator or testamentary trustee of an
estate which included them, the provisions of
the preceding sentence shall not apply, for a
period of not more than two years from the date
of such acquisition, to the extent that such
174
securities included in such estate do not
exceed 25% of such voting securities or 25%
of any such class of security. Promptly
after May 15 in each calendar year, the
Trustee shall make a check of its holdings
of such securities in any of the above-
mentioned capacities as of such May 15. If
the Company fails to make payment in full
of principal of or interest upon the
outstanding bonds when and as such
principal or interest becomes due and
payable, and such failure continues for
thirty days thereafter, the Trustee shall
make a prompt check of its holdings of such
securities in any of the above-mentioned
capacities as of the date of the expiration
of such thirty-day period, and after such
date, notwithstanding the foregoing
provisions of this subparagraph (i), all
such securities so held by the Trustee,
with sole or joint control over such
securities vested in it, shall, but only so
long as such failure shall continue, be
considered as though beneficially owned by
the Trustee, for the purposes of (f), (g)
and (h) of this Section 17.04.
In the event that any person shall at any
time become an obligor upon any of the bonds, so
long as such person shall continue to be such
obligor the provisions of (a) to (i), inclusive,
of this Section 17.04 shall be applicable to the
Trustee and such obligor with the same effect as
if the name of such obligor were substituted for
that of the Company in such provisions.
The specification of percentages in (e) to
(i), inclusive, of this Section 17.04 shall not
be construed as indicating that the ownership of
such percentages of the securities of a person
is or is not necessary or sufficient to
constitute direct or indirect control for the
purposes of (c) or (g) of this Section 17.04.
For the purposes of (f), (g), (h) and (i) of
this Section 17.04, (1) the terms "security" and
"securities" shall include only such securities
as are generally known as corporate securities,
but shall not include any note or other evidence
of indebtedness issued to evidence an obligation
to repay moneys lent to a person by one or more
banks, trust companies, or banking firms, or any
certificate of interest or participation in any
such note or evidence of indebtedness; (2) an
obligation shall be deemed to be in default when
a default in payment of principal shall have
continued for thirty days or more, and shall not
have been cured; and (3) the Trustee shall not
be deemed the owner or holder of (i) any
security which it holds as collateral security
(as trustee or otherwise) for an obligation
which is not in default as defined in (2) above,
or (ii) any security which it holds as collateral
security under this Indenture, irrespective of
any default hereunder, or (iii) any security
which it holds as agent for collection, or as a
custodian, escrow agent or depositary, or in any
similar representative capacity.
175
For the purposes of this Section 17.04, the
term "underwriter", when used with reference to
the Company or any other obligor upon any of the
bonds, means every person who, within three
years prior to the time as of which the
determination is made, has purchased from the
Company or such obligor with a view to, or has
sold for the Company or such obligor in
connection with, the distribution of any
security of the Company or such obligor out-
standing at such time, or has participated or
has had a direct or indirect participation in
any such undertaking, or has participated or has
had a participation in the direct or indirect
underwriting of any such undertaking, but such
term shall not include a person whose interest
was limited to a commission from an underwriter
or dealer not in excess of the usual and
customary distibutors' or sellers' commission.
For the purposes of this Section 17.04, the
term "person" means an individual, a
corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated
organization or a government or political sub-
division thereof.
For the purposes of this Section 17.04, the
percentages of voting securities and other
securities referred to under (e) to (i),
inclusive, of this Section 17.04 shall be
calculated in accordance with the following
provisions:
(1) A specified percentage of the
voting securities of a person means such
amount of the outstanding voting securities
of such person as entitles the holder or
holders thereof to cast such specified
percentage of the aggregate votes which the
holders of all the outstanding voting
securities of such person are entitled to
cast in the direction or management of the
affairs of such person.
(2) A specified percentage of a class
of securities of a person means such
percentage of the aggregate amount of
securities of the class outstanding.
(3) The term "amount", when used in
regard to securities, means the principal
amount if relating to evidences of
indebtedness, the number of shares if
relating to capital shares, and the number
of units if relating to any other kind of
security.
(4) The term "outstanding" means issued
and not held by or for the account of the
issuer. The following securities shall not
be deemed outstanding within the meaning of
this definition:
(i) securities of an issuer held
in a sinking fund relating to securi-
ties of the issuer of the same class;
(ii) securities of an issuer held
in a sinking fund relating to another
class of securities of the issuer, if
the obligation evidenced by such other
class of securities is not in default
as to principal or interest or
otherwise;
176
(iii) securities pledged by the
issuer thereof as security for an
obligation of the issuer not in
default as to principal or interest or
otherwise; and
(iv) securities held in escrow if
placed in escrow by the issuer
thereof;
provided, however, that any voting
securities of an issuer shall be deemed
outstanding if any person other than the
issuer is entitled to exercise the voting
rights thereof.
(5) A security shall be deemed to be of
the same class as another security if both
securities confer upon the holder or
holders thereof substantially the same
rights and privileges; provided, however,
that, in the case of secured evidences of
indebtedness, all of which are issued under
a single indenture, differences in the
interest rates or maturity dates of various
series thereof shall not be deemed
sufficient to constitute such series
different classes; and provided, further,
that, in the case of unsecured evidences of
indebtedness, differences in the interest
rates or maturity dates thereof shall not
be deemed sufficient to constitute them
securities of different classes, whether or
not they are issued under a single
indenture.
SECTION 17.05. If the Trustee shall at any
time cease to be a bank or trust company in good
standing organized and doing business under the
laws of the United States or of any State and
having its principal office in the City of
Chicago, State of Illinois, and having a
combined capital and surplus of not less than
$5,000,000, which is authorized under the laws
of the jurisdiction of incorporation to exercise
corporate trust powers and is subject to
supervision or examination by Federal or State
authority, then the Trustee shall resign within
thirty days thereafter, such resignation to be-
come effective upon the appointment of a
successor Trustee and such successor's
acceptance of such appointment. If the Trustee
publishes reports of condition at least
annually, pursuant to law or to the requirements
of the aforesaid supervising or examining
authority, the combined capital and surplus of
the Trustee shall be deemed to be its combined
capital and surplus as set forth in its most
recent report of condition so published. If the
Trustee shall fail or refuse to resign within
such period, or if the Trustee has or shall
acquire any conflicting interest of the
character specified in Section 17.04 and shall
fail or refuse either to eliminate such
conflicting interest or to resign within the
period in Section 17.04 provided in respect of
such resignation, then (a) the Trustee shall,
within ten days after the expiration of such
period, transmit notice of such failure or
refusal to the bondholders in
177
the manner and to the extent provided under
Section 17.10(c); and (b) any bondholder who has
been the bona fide holder of a bond for at least
six months may, subject to the provisions of
Section 13.20, on behalf of himself and all
others similarly situated, petition any court of
competent jurisdiction for the removal of the
Trustee and the appointment of a successor, if
the Trustee fails, after written request
therefor by such bondholder, to comply with the
provisions of Section 17.04.
SECTION 17.06. The Trustee and any successor
to the Trustee may resign and be discharged from
the trust created by this Indenture by giving
notice thereof in writing to the Company,
specifying the date when such resignation shall
take effect, and by giving notice thereof to the
bondholders, in the manner and to the extent
provided under Section 17.10 (c), and by
publishing such notice at least once a week for
three successive calendar weeks (the first such
publication to be not less than thirty days nor
more than sixty days prior to the effective date
of such resignation) in one authorized newspaper
in the City of Chicago, State of Illinois, and
in one authorized newspaper in the Borough of
Manhattan, The City of New York, State of New
York. Subject to the provisions of Sections
17.04 and 17.05, such resignation shall take
effect on the date specified in such notice
unless previously a successor Trustee shall have
been appointed as hereinafter provided, in which
event such resignation shall take effect upon
the appointment of such successor Trustee.
The Trustee or any successor Trustee may be
removed at any time by the holders of a majority
in principal amount of the bonds at the time
outstanding, upon payment to the Trustee so
removed of all moneys then due to it hereunder,
by an instrument or concurrent instruments in
writing, signed in duplicate by such holders.
One copy shall be filed with the Company and the
other with the Trustee so removed.
In case at any time the Trustee or any
successor Trustee shall resign, be dissolved or
be removed or otherwise shall become
disqualified to act or incapable of acting, or
in case control of the Trustee or of any
successor Trustee, or of its officers shall be
taken over by any public officer or officers,
the Company, by an instrument in writing,
executed by order of the Board of Directors,
shall appoint a successor Trustee. Every
successor Trustee shall be a bank or trust
company in good standing organized and doing
business under the laws of the United States or
of any State, having its principal office in the
City of Chicago, State of Illinois, and (a)
which shall be a cor-
178
poration having a combined capital and surplus
of not less than $5,000,000, (b) which shall be
authorized under the laws of the jurisdiction of
incorporation to exercise corporate trust
powers, and (c) which shall be subject to
supervision or examination by a Federal or State
authority. If such successor Trustee publishes
reports of condition at least annually, pursuant
to law or to the requirements of such
supervising or examining authority, the combined
capital and surplus of such successor Trustee
shall be deemed to be its combined capital and
surplus as set forth in its most recent report
of condition so published.
If in a proper case no appointment of a
successor Trustee shall be made pursuant to the
foregoing provisions of this Article XVII within
six months after a vacancy shall have occurred
in the office of Trustee, the holder of any bond
or the retiring Trustee may apply to any court,
State or Federal, having jurisdiction to appoint
a successor Trustee, and such court may there-
upon, after such notice, if any, as such court
may deem proper and prescribe, appoint a
successor Trustee.
SECTION 17.07. Any successor Trustee
appointed hereunder shall execute, acknowledge
and deliver to its predecessor Trustee and also
to the Company, an instrument in writing
accepting such appointment hereunder, and
thereupon such successor Trustee, without any
further act, deed or conveyance, shall become
fully vested with all the estates, authority,
rights, trusts, powers, duties and obligations
of its predecessor Trustee and be entitled to
the immediate delivery by such predecessor
Trustee of any part of the mortgaged property in
the hands or under the control of such
predecessor Trustee and all the estate, right,
title and interest of such predecessor Trustee
in the mortgaged property shall wholly cease and
determine; but the Trustee ceasing to act shall
nevertheless, on the written request of the
Company or of the successor Trustee, execute,
acknowledge and deliver an appropriate
instrument in writing transferring to such
successor Trustee upon the trusts herein
expressed, all the estates, properties, rights,
powers and trusts of the predecessor Trustee so
ceasing to act (but may retain and reserve its
lien upon the mortgaged property for its
reasonable compensation and expenses, if any
thereof remain unpaid), and shall duly assign,
transfer and deliver all property and cash held
by such Trustee to the successor Trustee, it
being understood that all securities, cash and
other pledged property the custody of which is
given to the Trustee shall always be in its
custody or in that of its proper successor in
trust. Should any deed, conveyance or instrument
in writing from the Company be required by the
suc-
179
cessor Trustee for more fully and certainly
vesting in, and confirming to, such successor
Trustee such estates, rights, powers and duties,
any and all such deeds, conveyances and
instruments in writing shall be executed
acknowledged and delivered by the Company to the
successor Trustee upon the latter's request. The
Company shall promptly give notice of the ap-
pointment of any successor Trustee to the
bondholders in the manner and to the extent
provided under Section 17.10(c) and by
publishing such notice at least once in each
week for two successive calendar weeks in one
authorized newspaper in the City of Chicago,
State of Illinois, and in one authorized
newspaper in the Borough of Manhattan, The City
of New York, State of New York.
SECTION 17.08. Any corporation into which
the Trustee or any successor Trustee may be
merged or with which it or any successor Trustee
may be consolidated, or any corporation
resulting from any merger or consolidation to
which the Trustee or any successor Trustee may
be a party, shall, subject to the provisions of
Section 17.04 and 17.05, be the successor
Trustee under this Indenture, without the
execution or filing of any instrument or the
performance of any further act on the part of
the parties hereto.
In case any of the bonds to be issued
hereunder shall have been authenticated but not
delivered, any successor Trustee may adopt the
certificate of authentication of the Trustee or
of any successor to it, and deliver such bonds
as so authenticated; and in case any of the
bonds shall not have been authenticated, any
successor Trustee may authenticate such bonds in
its own name; and in all such cases such
certificate shall have the full force which it
is anywhere in the bonds or in this Indenture
provided that the certificate of the Trustee
shall have.
SECTION 17.09. (a) If the Trustee in its
individual capacity shall be or shall become a
creditor, directly or indirectly, secured or
unsecured, of the Company (other than in a
relationship of the nature specified under (f)
of this Section 17.09) within four months prior
to a default, as defined under (e) of this
Section 17.09, or subsequent to such a default,
then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee
in its individual capacity, and of the indenture
security holders, as defined under (e) of this
Section 17.09:
(1) an amount equal to any and all
reductions in the amount due and owing to
the Trustee upon any claim as such creditor
in respect of principal or interest,
effected after the beginning of such four
months'
180
period and valid as against the Company and
its other creditors, except any such
reduction resulting from the receipt or
disposition of any property described under
(a)(2) of this Section 17.09, or from the
exercise of any right of set-off which the
Trustee could have exercised if a petition
in bankruptcy had been filed by or against
the Company upon the date of such default;
and
(2) all property received by the
Trustee in respect of any claim as such
creditor, either as security therefor, or
in satisfaction or composition thereof, or
otherwise, after the beginning of such four
months' period, or an amount equal to the
proceeds of any such property, if disposed
of, subject, however, to the rights, if
any, of the Company and its other creditors
in such property or such proceeds.
(b) Nothing contained in this Section 17.00
shall affect the right of the Trustee:
(1) to retain for its own account (i)
payments made on account of any such claim
described under (a) of this Section 17.09
by any person, other than the Company, who
is liable thereon, and (ii) the proceeds of
the bona fide sale of any such claim by the
Trustee to a third person, and (iii)
distributions made in cash, securities or
other property in respect of claims filed
against the Company in bankruptcy or
receivership or in proceedings for
reorganization pursuant to the Bankruptcy
Act or applicable State law;
(2) to realize, for its own account,
upon any property held by the Trustee as
security for any such claim, if such
property was so held prior to the beginning
of such four months' period;
(3) to realize, for its own account,
but only to the extent of the claim
hereinafter mentioned, upon any property
held by the Trustee as security for any
such claim, if such claim was created after
the beginning of such four months' period
and such property was received as security
therefore simultaneously with the creation
thereof, and if the Trustee shall sustain
the burden of proving that at the time such
property was so received the Trustee had no
reasonable cause to believe that a default,
as defined under (e) of this Section 17.09,
would occur within four months; or
(4) to receive payment on any claim
referred to under (b)(2) or (3) of this
Section 17.09 against the release of any
property held as security for any such
claim as provided under (b)(2) or (3) of
this Section 17.09, as the case may be, to
the extent of the fair value of such
property.
For the purposes of (b)(2), (3) and (4) of
this Section 17.09, property substituted after
the beginning of such four months' period for
property held as security at the time of such
substitution shall, to the extent of the
181
fair value of the property released, have the
same status as the property released, and, to
the extent that any such claim referred to under
(b)(2), (3) and (4) of this Section 17.09 is
created in renewal of or in substitution for or
for the purpose of repaying or refunding any
preexisting claim of the Trustee as such
creditor, such claim shall have the same status
as such preexisting claim of the Trustee.
(c) If the Trustee shall be required to
account, as in this Section 17.09 provided, the
funds and property held in such special account
and the proceeds thereof shall be apportioned
between the Trustee and the indenture security
holders in such manner that the Trustee and the
indenture security holders realize, as a result
of payments from such special account and pay-
ments of dividends on claims filed against the
Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the
Bankruptcy Act or applicable State law, the same
percentage of their respective claims, figured
before crediting to the claim of the Trustee
anything on account of the receipt by the
Trustee from the Company of the funds and
property in such special account and before
crediting to the respective claims of the
Trustee and the indenture security holders
dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for
reorganization pursuant to the Bankruptcy Act or
applicable State law, but after crediting
thereon receipts on account of the indebtedness
represented by their respective claims from all
sources other than from such dividends and from
the funds and property so held in such special
account. As used under this paragraph (c) with
respect to any claim, the term "dividends" shall
include any distribution with respect to such
claim, in bankruptcy or receivership or in
proceedings for reorganization pursuant to the
Bankruptcy Act or applicable State law, whether
such distribution is made in cash, securities,
or other property, but shall not include any
such distribution with respect to the secured
portion, if any, of such claim. The court in
which such bankruptcy, receivership, or
proceeding for reorganization is pending shall
have jurisdiction (i) to apportion between the
Trustee and the indenture security holders, in
accordance with the provisions of this paragraph
(c), the funds and property held in such special
account and the proceeds thereof, or (ii) in
lieu of such apportionment, in whole or in part,
to give to the provisions of this paragraph (c)
due consideration in determining the fairness of
the distributions to be made to the Trustee and
the indenture security holders with respect to
their respective claims, in which event it shall
not be necessary to liquidate or to appraise the
value of any
182
securities or other property held in such
special account or as security for any such
claim, or to make a specific allocation of such
distributions as between the secured and
unsecured portions of such claims, or otherwise
to apply the provisions of this paragraph (c) as
a mathematical formula.
(d) In case the Trustee shall have resigned
or been removed after the beginning of such four
months' period, it shall nevertheless be subject
to the provisions of this Section 17.09 as
though such resignation or removal had not
occurred. If the Trustee shall have resigned or
been removed prior to the beginning of such four
months' period, it shall nevertheless be subject
to the provisions of this Section 17.09, if and
only if the receipt of property or reduction of
claim which would have given rise to the
obligation to account, if the Trustee had
continued as such Trustee, occurred after the
beginning of such four months' period and within
four months after such resignation or removal.
(e) As used in this Section 17.09, the term
"default" means any failure to make payment in
full of principal or interest, when and as such
principal or interest becomes due and payable,
upon the bonds outstanding under any indenture
which has been qualified under the Trust
Indenture Act of 1939, and under which the
Trustee is also a trustee and the Company is
obligor.
As used in this Section 17.09, the term
"indenture security holders" means all holders
of securities outstanding under any such
indenture under which any default exists.
In the event that any person shall at any
time become an obligor upon any of the indenture
securities, so long as such person shall
continue to be such obligor the provisions of
this Section 17.09, in addition to being appli-
cable to the Trustee and the Company, shall be
applicable to the Trustee and such obligor with
the same effect as if the name of such obligor
were substituted for the Company in this Section
17.09.
(f) The Trustee shall not be required to
account, as provided in this Section 17.09, if
the creditor relationship arises from:
(1) the ownership or acquisition of
securities issued under any indenture, or
any security or securities having a
maturity of one year or more at the time of
acquisition by the Trustee;
(2) advances authorized by a
receivership or bankruptcy court of
competent jurisdiction, or by the terms and
provisions of this Indenture, for the
purpose of preserving the property subject
to the lien here-
183
of or of discharging tax liens or other
prior liens or encumbrances on the
mortgaged property, if notice of such
advances and of the circumstances
surrounding the making thereof is given to
the indenture security holders, as defined
under (e) of this Section 17.09, at the
time and in the manner provided in this
Indenture;
(3) disbursements made in the ordinary
course of business in the capacity of
trustee under an indenture, transfer agent,
registrar, custodian, paying agent, fiscal
agent or depository, or other similar ca-
pacity;
(4) an indebtedness created as a result
of services rendered or premises rented; or
an indebtedness created as a result of
goods or securities sold in a cash
transaction, as defined in this Section
17.09;
(5) the ownership of stock or of the
other securities of a corporation organized
under the provisions of Section 25(a) of
the Federal Reserve Act, as amended, which
is directly or indirectly a creditor of the
Company or any other obligor upon the bonds
issued under this Indenture; or
(6) the acquisition, ownership,
acceptance or negotiation of any drafts,
bills of exchange, acceptances or
obligations, which fall within the
classification of self-liquidating paper,
as defined in this Section 17.09.
The term "security" or "securities", as used
under this paragraph (f), shall have the meaning
assigned to such term in the Securities Act of
1933, as in effect on the date hereof.
The term "cash transaction", as used under
this paragraph (f), means any transaction in
which full payment for goods or securities sold
is made within seven days after delivery of the
goods or securities in currency or in checks or
other orders drawn upon banks or bankers and
payable upon demand.
The term "self-liquidating paper", as used
under this paragraph (f), means any draft, bill
of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the
obligor for the purpose of financing the
purchase, processing, manufacture, shipment,
storage or sale of goods, wares or merchandise
and which is secured by documents evidencing
title to, possession of or a lien upon the
goods, wares or merchandise or the receivables
or proceeds arising from the sale of the goods,
wares and merchandise previously constituting
the security, provided the security is received
by the Trustee simultaneously with the creation
of the creditor rela-
184
tionship with the obligor arising from the
making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or
obligation.
SECTION 17.10. (a) The Trustee shall, so
long as any bonds are outstanding, transmit to
the bondholders, as hereinafter provided, on or
before March 1 in each year beginning with the
year 1955, a brief report as of the last
preceding December 31 with respect to:
(1) the eligibility of the Trustee
under Section 17.05, and its qualification
under Section 17.04, or in lieu thereof, if
to the best of its knowledge it has
continued to be eligible and qualified
under such sections, a written statement to
such effect;
(2) the character and amount of any
advances (and if it elects so to state, the
circumstances surrounding the making
thereof) made by it as Trustee hereunder
which remain unpaid on the date of such
report, and for the reimbursement of which
it claims or may claim a lien or charge,
prior to that of the bonds, on the
mortgaged property or on property or funds
held or collected by it, as Trustee, if
such advances so remaining unpaid aggregate
more than 1/2 of 1% of the principal amount
of the bonds outstanding on such date;
(3) the amount, interest rate and
maturity date of all other indebtedness
owing to it in its individual capacity, on
the date of such report, by the Company and
by any other obligor upon the bonds, with a
brief description of any property held as
collateral security therefor, except an
indebtedness based upon a creditor
relationship arising in any manner
described under Section 17.09(f)(2), (3),
(4) or (6);
(4) the property and funds physically
in the possession of the Trustee in such
capacity on the date of such report, or of
a depository for it;
(5) any release, or release and
substitution, of any of the mortgaged
property (and the consideration therefor,
if any) which it has not previously
reported; provided, however, that to the
extent that the aggregate value as shown by
the release papers of any or all of such
released properties does not exceed an
amount equal to 1% of the principal amount
of bonds then outstanding, the report need
only indicate the number of such releases,
the total value of property released as
shown by the release papers, the aggregate
amount of cash received and the aggregate
value of property received in substitution
therefor as shown by the release papers;
(6) any additional issue of bonds
hereunder which it has not previously
reported; and
(7) any action taken by the Trustee in
the performance of its duties under this
Indenture which it has not previously
reported and which
185
in its opinion materially affects the bonds
or the mortgaged property, except action in
respect of a default, notice of which has
been or is to be withheld by the Trustee in
accordance with Section 17.03.
(b) The Trustee shall, so long as any bonds
shall be outstanding, also transmit to the
bondholders, as hereinafter provided, within the
times hereinafter specified, a brief report with
respect to:
(1) the release, or release and
substitution, of property subject to the
lien of this Indenture (and the
consideration therefor, if any) unless the
fair value of such property, as set forth
in the engineer's certificate required in
connection with any release or substitution
hereunder, is less than 10% of the
principal amount of the bonds outstanding
at the time of such release, or such
release and substitution, such report to be
so transmitted within ninety days after
such time; and
(2) the character and amount of any
advances (and, if it elects so to state,
the circumstances surrounding the making
thereof) made by it as Trustee since the
date of the last report transmitted
pursuant to the provisions of (a) of this
Section 17.10 (or, if no such report has
been so transmitted, since the actual date
of execution and delivery of this
Indenture) for the reimbursement of which
it claims or may claim a lien or charge,
prior to that of the bonds, on the
mortgaged property or on property or funds
held or collected by it as Trustee and
which it had not previously reported
pursuant to this subparagraph (b), if such
advances remaining unpaid at any time
aggregate more than 10% of the principal
amount of bonds outstanding at such time,
such report to be so transmitted within
ninety days after such time.
(c) All reports required by this Section
17.10, and all other reports or notices which
are required by any other provision of this
Indenture to be transmitted in accordance with
the provisions of this Section 17.10, shall be
transmitted by mail:
(1) to all registered owners of bonds,
as the names and addresses of such owners
appear upon the registry books of the
Company;
(2) to such holders of bonds as have,
within the two years preceding such
transmission, filed their names and
addresses with the Trustee for that
purpose; and
(3) except in the case of reports
pursuant to (b) of this Section 17.10, to
all holders of bonds whose names and
addresses are preserved at the time by the
Trustee pursuant to Section 17.11(a).
The Trustee shall, at the time of the
transmission to the bondholders of any report or
notice pursuant to this Section 17.10, file a
copy thereof with
186
each stock exchange, if any, upon which the
bonds are listed and with the Securities and
Exchange Commission. Upon the listing of the
bonds or any series thereof upon any stock
exchange the Company shall so advise the
Trustee.
SECTION 17.11. (a) The Trustee shall
preserve, in as current a form as is reasonably
practicable, all information as to the names and
addresses of the holders of bonds (1) contained
in the most recent list furnished to it as
provided under Section 9.17(d), (2) received by
it in the capacity of paying agent hereunder,
and (3) filed with it within the two immediately
preceding years by holders of bonds for the
purpose of receiving reports pursuant to the
provisions of Section 17.10(c)(2).
The Trustee may (i) destroy any list
furnished to it as provided under Section
9.17(d) upon receipt of a new list so furnished,
(ii) destroy any information received by it as
paying agent upon delivering to itself as
Trustee, not earlier than forty-five days after
an interest payment date of the bonds, a list
containing the names and addresses of the
holders of bonds obtained from such information
since the delivery of the next previous list, if
any, (iii) destroy any list delivered to itself
as Trustee which was compiled from information
received by it as paying agent upon the receipt
of a new list so delivered, and (iv) destroy any
information filed with it by holders of bonds
for the purpose of receiving reports pursuant to
the provisions of Section 17.10(c)(2), but not
until two years after such information has been
filed with it.
(b) Within five business days after receipt
by the Trustee of a written application by any
three or more bondholders stating that the
applicants desire to communicate with other
bondholders with respect to their rights under
this Indenture or under the bonds, and
accompanied by a copy of the form of proxy or
other communication which such applicants
propose to transmit, and by reasonable proof
that each such applicant has owned a bond or
bonds for a period of at least six months
preceding such application, the Trustee shall,
at its election, either (1) afford to such
applicants access to the information preserved
at the time by the Trustee in accordance with
the provisions of (a) of this Section 17.11, or
(2) inform such applicants as to the approximate
number of bondholders whose names and addresses
appear in the information preserved at the time
by the Trustee in accordance with the provisions
of (a) of this Section 17.11, and as to the
approximate cost of mailing to the bondholders
the form of proxy or other com-
187
munication, if any, specified in such
application. If the Trustee shall elect not to
afford to such applicants access to such
information, the Trustee shall, upon the written
request of such applicants, mail to all
bondholders whose names and addresses appear in
the information preserved at the time by the
Trustee in accordance with the provisions of (a)
of this Section 17.11, copies of the form of
proxy or other communication which is specified
in such request, with reasonable promptness
after a tender to the Trustee of the material to
be mailed and the payment, or provision for the
payment, of the reasonable expenses of such
mailing, unless within five days after such
tender the Trustee shall mail to such
applicants, and file with the Securities and
Exchange Commission, together with a copy of the
material to be mailed, a written statement to
the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best
interests of the bondholders or would be in
violation of applicable law. Such written state-
ment shall specify the basis of such opinion. If
the Securities and Exchange Commission, after
opportunity for a hearing upon the objections
specified in the written statement so filed,
shall enter an order refusing to sustain any of
such objections or if, after the entry of an
order sustaining one or more of such objections,
such Commission shall find, after notice and
opportunity for a hearing, that all the
objections so sustained have been met and shall
enter an order so declaring, the Trustee shall
mail copies of such material to all such
bondholders with reasonable promptness after the
entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants
respecting their application.
Within five business days after receipt by
the Trustee of the written application from
bondholders desiring to communicate with other
bondholders, hereinabove referred to, the
Trustee shall notify the Company in writing of
the receipt of such application and shall
furnish the Company with a copy thereof, and
shall advise the Company what action the Trustee
has taken or proposes to take with respect to
such application. In case the Trustee shall file
with the Securities and Exchange Commission a
written statement as hereinabove provided, the
Trustee shall, within five days after the filing
of such statement, notify the Company in writing
of such filing and furnish the Company with a
copy of such statement, and shall advise the
Company promptly of any notice or other
communications received from the Securities and
Exchange Commission relating to such statement.
188
The Trustee shall not be liable or
accountable to the Company or to any bondholder
by reason of the disclosure of any such
information as to the names and addresses of the
bondholders in accordance with the provisions of
this Section 17.11, regardless of the source
from which such information was derived, nor by
reason of the mailing of any material pursuant
to a request made under this Section 17.11.
SECTION 17.12. Subject to the provisions of
Sections 17.04, 17.09 and 17.10, the Trustee may
acquire and hold bonds and coupons and otherwise
deal with the Company in the same manner and to
the same extent and with like effect as though
it were not Trustee hereunder.
SECTION 17.18. The Trustee may comply with
any rule, regulation or order of the Securities
and Exchange Commission made pursuant to the
terms and provisions of the Trust Indenture Act
of 1939 and shall be fully protected in so doing
in good faith notwithstanding that such rule,
regulation or order may thereafter be amended or
rescinded or determined by judicial or other
authority to be invalid for any reason, but
nothing herein contained shall require the
Trustee to take any action or omit to take any
action in accordance with such rule, regulation
or order, except as in this Indenture otherwise
required.
ARTICLE XVIII
DISCHARGE OF INDENTURE
SECTION 18.01. If and when the Company shall
pay or cause to be paid to the holders of the
bonds and coupons the principal of such bonds
and the premium, if any, and the interest
thereon, at the times and in the manner in such
bonds and coupons and in this Indenture
provided, and the Company shall also pay or
cause to be paid all other sums payable
hereunder by the Company, then and in that event
the mortgaged property shall revert to the
Company and the entire estate, right, title and
interest therein of the Trustee and of the
holders of such bonds and coupons shall
thereupon cease, determine and become void, and
thereupon the Trustee shall, upon the order of
the Company, pay over and deliver to the Company
all cash (other than cash deposited with the
Trustee for the payment or redemption of such
bonds and coupons) and all securities then on
deposit with or held by the Trustee, and the
Trustee shall thereupon cancel and discharge the
lien of this Indenture and execute and deliver,
upon the
189
order of the Company, such deeds or other
instruments as shall be requisite to satisfy and
discharge the lien hereof and to reconvey all of
the mortgaged property then subject to such
lien; but the Trustee shall take such action
only upon the receipt by the Trustee of an
officers' certificate and an opinion of counsel,
each stating that all conditions precedent
provided for in this Indenture relating to such
satisfaction, discharge and reconveyance have
been complied with.
Bonds and coupons for the payment or
redemption of which cash in the necessary amount
shall have been deposited with or shall be held
by the Trustee, with irrevocable direction to
apply such cash to such payment or redemption
and, in the case of bonds to be redeemed, with
irrevocable authorization to give and complete
such notice of redemption as may be required in
the event such notice shall not theretofore have
been given, shall be deemed to be paid within
the meaning of this Article XVIII.
The Company may at any time surrender to the
Trustee for cancellation any bonds of any series
previously authenticated and delivered
hereunder, accompanied by coupons, in the case
of coupon bonds, and instruments of transfer, in
the case of registered bonds without coupons or
coupon bonds registered as to principal, all as
provided in Section 4.15, and thereupon such
bonds and coupons shall be deemed to be paid
within the meaning of this Article XVIII.
In the event that any bond shall not be
presented for payment when the principal thereof
becomes due, either at maturity or upon
redemption or otherwise, or in the event that
any coupon appertaining to any such bond shall
not be presented for payment at the due date
thereof, and the Company shall have on deposit
with the Trustee on the date when such bond or
such coupon so becomes due, cash sufficient to
pay the principal of such bond, the premium, if
any, thereon, and all interest due thereon to
the date of maturity of such bond or to the date
fixed for the redemption thereof, or to pay such
coupon, as the case may be, with irrevocable
direction to apply such cash to such payment,
then interest on such bond and all liability of
the Company to the holder thereof for the
payment of the principal thereof and premium, if
any, thereon, or to the holder of such coupon
for the payment thereof, as the case may be,
shall forthwith cease, determine and be
completely discharged; and thereupon it shall be
the duty of the Trustee, subject to the
provisions of Section 18.02, to hold the cash so
deposited for the benefit of the holder of such
bond or coupon, as the case may be, which
190
holder shall thereafter be restricted
exclusively to such cash for any claim of
whatsoever nature on the part of such holder
with respect to such bond or such coupon, and
shall no longer be entitled to any lien or
benefit of this Indenture.
SECTION 18.02. Any cash deposited by the
Company with the Trustee for the payment of
bonds and coupons or for the purpose of
effecting the redemption of bonds, which cash
shall remain unclaimed by the holders of such
bonds or coupons for ten years (or for such
other period as may be prescribed by the statute
of limitations of the State of Illinois, then in
force, with respect to evidences of indebtedness
in writing) after the respective date or dates
of maturity of such bonds or coupons or after
the date fixed for the redemption of such bonds
prior to maturity, as the case may be, shall be
repaid by the Trustee to the Company upon its
request and notwithstanding the expressed
irrevocability of any direction previously given
by the Company to the Trustee, pursuant to any
of the provisions of this Indenture, in respect
of the application of such cash. Before being
required to make any such repayment the Trustee
may, at the expense of the Company, cause to be
published in one authorized newspaper in the
City of Chicago, State of Illinois, and in one
authorized newspaper in the Borough of
Manhattan, The City of New York, State of New
York, at least once in each of two successive
calendar weeks, notice that such cash remains
unclaimed and that, after a date specified in
such notice, the balance of such cash then
unclaimed will be repaid to the Company.
ARTICLE XIX
MEETINGS OF BONDHOLDERS
SECTION 19.01. Modifications and alterations
of this Indenture or of any indenture
supplemental hereto or of the rights and
obligations of the Company or of the holders of
outstanding bonds and coupons may be made, and
compliance with any provision of this Indenture
or of such supplemental indenture may be waived,
as hereinafter provided in this Article XIX.
SECTION 19.02. The Trustee may at any time,
at its own instance, call a meeting of the
bondholders, and it may also call such a meeting
on the written request of the Company, evidenced
by a resolution, or of the holders of not less
than 10% in principal amount of the bonds then
outstanding, such request to set forth the
business to be submitted to the meeting. In the
191
event of the failure of the Trustee to call a
meeting within ten days after being requested so
to do as above provided, the holders of not less
than 10% in principal amount of the bonds then
outstanding may call such meeting. Every such
meeting called by or at the instance of the
Trustee shall be held at the office of the
Trustee or, at the election of the Trustee and
with the written approval of the Company, at
such other place as shall be designated by the
Trustee. Written notice of such meeting, stating
the place and time thereof and the business to
be submitted to the meeting, shall be mailed by
the Trustee not less than thirty nor more than
forty-five days before the meeting (a) to the
bondholders in the manner and to the extent
provided under Section 17.10(c), and (b) to the
Company addressed to it at 50 Fox Street,
Aurora, Illinois (or at such other address as
may be designated by the Company from time to
time), and such notice shall be published by the
Trustee in one authorized newspaper in the City
of Chicago, State of Illinois, and in one
authorized newspaper in the Borough of
Manhattan, The City of New York, State of New
York, at least once in each of three successive
calendar weeks immediately preceding the
meeting, the first publication to be not less
than thirty nor more than forty-five days before
the meeting; provided, however, that the mailing
of such notice shall in no case be a condition
precedent to the validity of any such meeting or
of any action taken thereat, and neither failure
to mail such notice nor any imperfection or de-
fect in such notice shall affect the validity of
any such meeting or of any action taken thereat.
If such meeting is called by either the Company
or the bondholders, it shall be held at such
place as may be specified in the notice calling
such meeting and notice thereof shall be
sufficient for all purposes hereof if given
solely by newspaper publication as aforesaid,
stating the place and time of the meeting and
the business to be submitted to the meeting. Any
meeting of bondholders shall be valid without
notice if the holders of all bonds then
outstanding are present in person or by proxy
and if the Company and the Trustee are present
by duly authorized representatives, or if notice
is waived in writing before or after the meeting
by the Company, by the holders of all bonds then
outstanding, or by such as are not present in
person or by proxy, and by the Trustee.
SECTION 19.03. Officers and nominees of the
Trustee and of the Company may attend and be
heard at any meeting, but as such shall not be
entitled to vote. Attendance by bondholders may
be in person or by proxy. In order that the
holders of bonds not registered as to principal
and their proxies may attend and vote without
producing their bonds, the Trustee, with respect
to
192
any meeting called by the Trustee, may make, and
from time to time vary, such regulations as it
shall deem fit for the deposit of bonds with any
bank or trust company, and for the issue to the
persons so depositing such bonds of certificates
by such depositary entitling the holders thereof
to be present and vote at such meeting and to
appoint proxies to represent them and vote for
them in the same manner as if the persons so
present and voting, either personally or by
proxy, were the actual bearers of the bonds with
respect to which such certificates shall have
been issued, and any regulations so made shall
be binding and effective. With respect to any
meeting called by the Company or by bondholders
upon failure of the Trustee to call such meeting
after having been requested so to do under the
provisions of Section 19.02, regulations to like
effect for such deposit of bonds with, and for
such issue of certificates by, any bank or trust
company organized under the laws of the United
States of America or of any state thereof,
having a capital and surplus aggregating not
less than $500,000, shall be similarly binding
and effective for all purposes hereof if adopted
or approved by the Board of Directors, if such
meeting shall have been called by the Company,
or, if called by the bondholders, adopted or
approved by such bondholders, provided that in
either such case copies of such regulations
shall be filed with the Trustee.
SECTION 19.04. Subject to the conditions
specified in Section 19.03, any registered owner
of outstanding bonds and any holder of a
certificate the issue of which is provided for
in Section 19.03, shall be entitled in person or
by proxy to attend and vote at any meeting of
bondholders as owner or holder of the bonds
registered or certified in the name of such
owner or holder without producing such bonds.
All others desiring to attend or vote at such
meeting in person or by proxy must, if required
by any authorized representative of the Trustee
or of the Company or by any other bondholder
entitled to vote at such meeting, produce the
bonds claimed to be owned or to be entitled to
representation at such meeting, and every person
desiring to attend or vote shall, if required as
aforesaid, produce such further proof of
ownership or personal identity as shall be
satisfactory to the authorized representative of
the Trustee or, if no such representative be
present, then to the inspectors of votes the
appointment of which is hereinafter provided
for. Proxies shall be acknowledged in the manner
required for the recording of an instrument in
the State of Illinois, and all proxies and
certificates presented at any meeting shall be
delivered to such inspectors of votes and filed
with the Trustee.
193
SECTION 19.05. At each meeting of
bondholders persons nominated by the Trustee, if
represented at the meeting, shall act as
temporary Chairman and Secretary, respectively,
of the meeting, but if the Trustee shall not be
represented or shall fail to make such
nominations or if any person so nominated shall
not be present at the meeting, the bondholders
and proxies present shall by a majority vote,
irrespective of the amount of their bond
holdings, elect other persons from those present
to fill such office or offices. A permanent
Chairman and a permanent Secretary of the
meeting shall be elected from those present by
the bondholders and proxies present by a
majority vote irrespective of the amount of
their bond holdings. The Trustee, if represented
at the meeting, shall appoint two inspectors of
votes who shall count all votes cast at such
meeting, except votes cast for the election of a
Chairman and a Secretary, both temporary and
permanent, and who shall make and file with the
permanent Secretary of the meeting their
verified written report in duplicate of all such
votes so cast. If the Trustee shall not be
represented at the meeting or shall fail to
nominate such inspectors of votes or if either
inspector of votes fails to attend the meeting
the office shall be filled by appointment by the
permanent Chairman of the meeting.
SECTION 19.06. The holders of not less than
66-2/3% in principal amount of the bonds then
outstanding must be present in person or by
proxy at any meeting of bondholders in order to
constitute a quorum for the transaction of
business, less than a quorum, however, having
power to adjourn. If such meeting is adjourned
by less than a quorum for more than fourteen
days notice thereof shall forthwith be mailed by
the Trustee, if such meeting shall have been
called by the Trustee, to bondholders, in the
manner and to the extent provided under Section
17.10(c), and to the Company in the manner
provided in Section 19.02, with respect to the
mailing of notice of the meeting, and such
notice of adjournment shall be published in one
authorized newspaper in the City of Chicago,
State of Illinois, and in one authorized
newspaper in the Borough of Manhattan, The City
of New York, State of New York, at least once in
each fourteen day period of such adjournment;
provided, however, that the mailing of such
notice shall in no case be a condition precedent
to the validity of any meeting held pursuant to
such adjournment or of any action taken thereat,
and neither failure to mail such notice nor any
imperfection or defect in such notice shall
affect the validity of any such meeting or of
any action taken thereat. If such meeting shall
have been called by either the Company or by
bondholders upon failure of
194
the Trustee to call such meeting after having
been requested so to do under the provisions of
Section 19.02, notice of such adjournment shall
be given by the permanent Chairman and permanent
Secretary of the meeting in the newspapers and
for the number of times above specified in this
Section 19.06, and shall be sufficient if so
given.
SECTION 19.07. Any modification or
alteration of this Indenture or of any indenture
supplemental hereto or of the rights and
obligations of the Company or of the holders of
the bonds and coupons in any particular may be
made, and compliance with any provision of this
Indenture or of such supplemental indenture may
be waived, at a meeting of bondholders duly con-
vened and held in accordance with the provisions
of this Article XIX, but only by resolution duly
adopted by the affirmative vote of the holders
of not less than 66-2/3% in principal amount of
the bonds then outstanding, and approved by
resolution of the Board of Directors as provided
in Section 19.08; but no such modification or
alteration or waiver shall be made which will
permit (a) the extension of the time or times of
payment of the principal of or the interest or
premium, if any, on any bond, or the reduction
in the principal amount thereof or in the rate
of interest or the amount of any premium
thereon, or any other modification in the terms
of payment of such principal, interest or
premium, which terms of payment shall always be
unconditional, or the impairment of the right of
any bondholder to institute suit for the
enforcement of any such payment on or after the
respective due dates expressed in such bond or
in the coupons appertaining thereto, or (b),
otherwise than as permitted by this Indenture,
the creation of any lien ranking prior to or on
a parity with the lien of this Indenture with
respect to any of the mortgaged property, or (c)
the deprivation of any bondholder of a lien upon
the mortgaged property for the security of his
bonds (subject only to permitted liens and any
other liens which may exist upon such property
and which are prior hereto at the date of the
calling of any such bondholders' meeting), or
(d) the reduction of the percentage of bonds
required by the provisions of this Section 19.07
for the taking of any action under this Section
19.07 with respect to any bond outstanding, nor
shall any action permitted by the provisions of
this Section 19.07 and taken at any meeting of
bondholders affect the rights under this
Indenture or under any indenture supplemental
hereto of the holders of one or more, but less
than all, of the series of bonds outstanding,
unless such action shall also have received the
affirmative vote of the holders of not less than
66-2/3% in principal amount of the bonds then
outstanding of each series so affected. For all
195
purposes of this Article XIX, the Trustee shall,
subject to the provisions of Section 17.02, be
entitled to rely upon an opinion of counsel with
respect to the extent, if any, as to which any
action taken at such meeting affects the rights
under this Indenture or under any indenture
supplemental hereto of any holders of bonds then
outstanding.
SECTION 19.08. A record in duplicate of the
proceedings of each meeting of bondholders shall
be prepared by the permanent Secretary of the
meeting and shall have attached thereto the
original reports of the inspectors of votes, and
an affidavit by a person having knowledge of the
facts setting forth a copy of the notice or
waiver of notice of the meeting and, in the case
of any adjournment for more than fourteen days,
a copy of the notice or waiver of notice of
adjournment thereof, and showing that such
notice or notices, unless waived, were given as
hereinabove provided. Such record shall be
signed and verified by the affidavits of the
permanent Chairman and the permanent Secretary
of the meeting, and by a duly authorized
representative of the Trustee if such a
representative shall have been present at the
meeting, and one copy thereof shall be delivered
to the Company and the other to the Trustee for
preservation by the Trustee. Any record so
signed and verified shall be proof of the
matters therein stated until the contrary is
proved, and the meeting to which such record
relates shall be deemed conclusively to have
been duly convened and held, and any resolution
or proceeding stated in such record to have been
adopted or taken shall be deemed conclusively to
have been duly adopted or taken at such meeting.
No resolution adopted at such meeting shall be
binding unless the subject matter of such
resolution is within the scope of the business
stated in the notice, if any, of such meeting
given pursuant to the provisions of Section
19.02, and unless and until such resolution
shall have been approved by resolution of the
Board of Directors. Such resolution, if adopted
by the Board of Directors, shall be filed by the
Company with the Trustee and from and after the
date of such filing such resolution shall be
deemed conclusively to be binding upon the
Company, the Trustee and the bondholders;
provided, however, that no such resolution
adopted at a meeting of the bondholders and no
such resolution of approval adopted by the Board
of Directors shall in any manner be construed so
as to change or modify any of the rights,
immunities or obligations of the Trustee without
its written assent thereto. Copies of any
resolution, or of a summary thereof, adopted at
such meeting of bondholders, if approved by
resolution of the Board of Directors as above
provided, shall be mailed by the Trustee to
bondholders
196
in the manner and to the extent provided under
Section 17.10(c), and proof of such mailing by
the affidavit of a person having knowledge of
the facts shall be filed with the Trustee, and a
copy or summary of such resolution shall be
published by the Company in one authorized
newspaper in the City of Chicago, State of
Illinois, and in one authorized newspaper in the
Borough of Manhattan, The City of New York,
State of New York, at least once in each of two
successive calendar weeks, the first publication
to be not more than fifteen days after the
approval of such resolution by the Board of
Directors; provided, however, that the mailing
of copies of such resolution or of such summary
shall in no case be a condition precedent to the
validity or effectiveness of such resolution,
and neither failure to mail such copies nor any
imperfection or defect therein shall affect the
validity or effectiveness of such resolution.
SECTION 19.09. Bonds authenticated and
delivered after the date of the filing by the
Company with the Trustee, as provided in Section
19.08, of the resolution of approval of the
Board of Directors may bear a notation, in form
approved by the Trustee, as to the action taken
at a meeting of bondholders theretofore held,
and upon demand of the holder of any bond out-
standing at the date of such meeting and upon
presentation of his bond for the purpose at the
office of the Trustee, the Company shall cause
suitable notation to be made on such bond by
endorsement or otherwise as to any action taken
at such meeting, but any such action so taken
shall be binding upon all future holders of any
bond whether or not such bond shall bear such
notation. If the Company or the Trustee shall so
determine, new bonds, modified in such manner as
in the opinion of the Trustee and the Board of
Directors shall be necessary to conform to such
bondholders' action, shall be prepared,
authenticated and delivered, and, upon the
demand of the holder of any bond then
outstanding, a new bond or bonds incorporating
such modification shall be delivered, without
cost to such bondholder, in exchange for and
upon surrender of the bond or bonds then held by
such bondholder, of the same series and maturity
date, of like aggregate principal amount, and
with all unmatured coupons appertaining thereto.
The Company or the Trustee may require bonds
outstanding to be presented for notation or
exchange as aforesaid if either shall see fit to
do so. A supplemental indenture embodying any
modification or alteration of this Indenture or
of any indenture supplemental hereto or of the
rights and obligations of the Company or of the
holders of bonds and coupons made at any
bondholders' meeting and approved by resolution
of the Board of Directors, as aforesaid,
197
may be executed by the Company and the Trustee
and upon demand of the Trustee, or if so
specified in any resolution adopted at any such
bondholders' meeting, shall be executed by the
Company and the Trustee.
SECTION 19.10. Notwithstanding anything to
the contrary in this Article XIX contained, the
Company may at any time or from time to time, by
resolution filed with the Trustee, stipulate
that from and after the date of such filing none
of the provisions of this Article XIX shall be
of any force or effect whatever, with respect to
either bonds then outstanding or bonds
thereafter authenticated and delivered by the
Trustee, and in any such event a supplemental
indenture setting forth in detail the
stipulations contained in such resolution shall
be executed by the Company and the Trustee.
ARTICLE XX
SUPPLEMENTAL INDENTURES
SECTION 20.01. The Company, when authorized
by resolution of the Board of Directors, and the
Trustee, from time to time and at any time,
subject to the conditions, limitations and
provisions in this Indenture contained, may
enter into indentures supplemental hereto, in
addition to the supplemental indentures required
or permitted by any of the other provisions of
this Indenture, for any one or more of the
following purposes:
(a) to correct the description of any
of the mortgaged property, or to convey,
transfer and assign to the Trustee and to
subject to the lien of this Indenture, with
the same force and effect as though
specifically described herein, additional
property of the Company acquired by it
through purchase, consolidation, merger or
otherwise;
(b) to add to the conditions and
limitations specified herein with respect
to the issue and purposes of issue of the
bonds, or of any series thereof, other
conditions and limitations thereafter to be
observed, including any conditions or
limitations upon the authorized principal
amount of such bonds (as well as the method
or measure of determining such limitation)
that the Company may deem to be advisable;
(c) to add to the covenants of the
Company in this Indenture contained such
further covenants as the Board of Directors
shall consider to be for the protection of
the mortgaged property and of the holders
of the bonds issued or to be issued under
this Indenture, and to make the occurrence
and continuance of a default in the per-
198
formance and observance of any of such
additional covenants a completed default
permitting the enforcement of any or all of
the several remedies provided in this
Indenture; provided, however, that in
respect of any such additional covenant,
such supplemental indenture may provide for
a particular period of grace after default
(which period may be shorter or longer than
that allowed in the case of other defaults)
or may provide for an immediate enforcement
upon such default, or may limit the
remedies available to the Trustee upon such
default;
(d) to modify any of the provisions of
this Indenture for the purpose of relieving
the Company from any of the obligations,
conditions or restrictions herein
contained; provided, however, that, subject
to the provisions of Section 19.07, no such
modification shall be or become operative
or effective, or in any manner impair any
of the rights of the bondholders or of the
Trustee, while any bonds of any series
established prior to the execution of such
supplemental indenture shall remain
outstanding; and provided, further, that
the Trustee may in its uncontrolled
discretion decline to enter into any such
supplemental indenture which, in its
opinion, may not afford adequate protection
to the Trustee when such supplemental
indenture shall become operative;
(e) to cure any ambiguity or correct or
supplement any inconsistent or defective
provision contained herein or in any
indenture supplemental hereto;
(f) to make such provision in regard to
matters or questions arising under this
Indenture as may be necessary or desirable
and not inconsistent with any of the
provisions hereof; or
(g) for any other purpose not
inconsistent with the provisions of this
Indenture.
Each supplemental indenture entered into
pursuant to the provisions of this Indenture
shall conform to the provisions of Sections 310
to 317, inclusive, and of Section 318(a) of the
Trust Indenture Act of 1939, and no supplemental
indenture so entered into shall eliminate, nor
contain any provision in contravention of, any
provision of this Indenture which is required to
be included in an indenture to be qualified
under said Act by any of the provisions of said
sections thereof.
SECTION 20.02. The Trustee is hereby
authorized to join with the Company in the
execution of any supplemental indenture required
or permitted by the provisions of this Article
XX or by any of the other provisions
199
of this Indenture, to make any further
appropriate agreements and stipulations which
may be contained in such supplemental indenture,
and to accept the conveyance, transfer and
assignment of any property thereunder; but the
Trustee shall take such action only upon receipt
by the Trustee of an officers' certificate and
an opinion of counsel, each stating that all
conditions precedent provided for in this
Indenture relating to such action have been
complied with.
SECTION 20.03. Any supplemental indenture
executed in accordance with any of the
provisions of this Article XX or of any of the
other provisions of this Indenture shall
thereafter form a part of this Indenture; and
all the terms and conditions contained in such
supplemental indenture as to any provision
authorized to be contained therein shall be and
be deemed to be a part of the terms and
conditions of this Indenture for any and all
purposes, and, if deemed necessary or desirable
by the Trustee, any of such terms or conditions
may be set forth in a reasonable and customary
manner in the bonds of the particular series to
which such supplemental indenture may relate.
In case of the execution and delivery of any
supplemental indenture, express reference may be
made thereto in the text of the bonds of any
series issued thereafter, if deemed necessary or
desirable by the Trustee.
ARTICLE XXI
MISCELLANEOUS PROVISIONS
SECTION 21.01. All covenants, conditions and
provisions herein contained by or on behalf of
the Company shall bind its successors and
assigns, whether so expressed or not.
SECTION 21.02. Except as otherwise expressly
provided herein, nothing in this Indenture,
expressed or implied, is intended or shall be
construed to confer upon or to give to any
person or corporation, other than the parties
hereto and the holders of the bonds and coupons
from time to time outstanding, any right, remedy
or claim, legal or equitable, under or by reason
of this Indenture or under or by reason of any
covenant, condition or provision herein
contained; and this Indenture and all the
covenants, conditions and provisions herein
contained are and shall be held to be for
200
the sole and exclusive benefit of the parties
hereto and of the holders of such bonds and
coupons.
SECTION 21.03. Nothing in this Indenture or
in any bond issued or to be issued hereunder,
expressed or implied, is intended or shall be
construed to prevent the bonds of a particular
series from having the benefit of any covenants,
agreements or rights as provided in the
supplemental indenture creating and providing
for the issuance of the bonds of such series,
which covenants, agreements or rights may or may
not be stated in such bonds, and the references
herein or in the bonds to the equal security
hereunder of all bonds issued hereunder shall
not be deemed applicable to any such covenants,
agreements or rights.
SECTION 21.04. In case, by reason of the
temporary or permanent suspension of publication
of any newspaper, or for any other cause, it
shall be impossible to make publication of any
notice in a newspaper or newspapers as herein
provided, then such publication in lieu thereof
as shall be made with the approval of the
Trustee shall constitute a sufficient
publication of such notice. Such publication
shall, so far as may be, approximate the terms
and conditions of the publication in lieu of
which it shall be given.
SECTION 21.05. The same officer or officers
of the Company or the same engineer or counsel
or other person, as the case may be, may, but
need not, certify to all the facts required to
be certified under any of the provisions of this
Indenture, but different officers, engineers,
counsel or other persons may, respectively,
certify to different facts. Any two or more
orders, requests, certificates, opinions,
resolutions or other instruments required by any
of the provisions of this Indenture may, but
need not, be consolidated and form one
instrument.
SECTION 21.06. Upon any application by the
Company to the Trustee to take any action under
any of the provisions of this Indenture, the
Company shall furnish to the Trustee an
officers' certificate and an opinion of counsel,
each stating that all conditions precedent
provided for in this Indenture have been
complied with, except that in the case of any
such application as to which the furnishing of
such documents is specifically required by any
provision of this Indenture relating to such
particular application, no additional
certificate or opinion need be furnished.
SECTION 21.07. Each certificate or opinion
with respect to compliance with a condition or
covenant provided for in this Indenture shall
include
201
(a) a statement that the person making such
certificate or opinion has read such covenant or
condition; (b) a brief statement as to the
nature and scope of the examination or
investigation upon which the statements or
opinions contained in such certificate or
opinion are based; (c) a statement that, in the
opinion of such person, he has made such
examination or investigation as is necessary to
enable him to express an informed opinion as to
whether or not such covenant or condition has
been complied with; and (d) a statement as to
whether or not, in the opinion of such person,
such condition or covenant has been complied
with.
SECTION 21.08. In case any one or more of
the provisions contained in this Indenture or in
the bonds or coupons issued hereunder should be
held invalid, illegal or unenforceable in any
respect, the validity, legality and
enforceability of the remaining provisions
contained herein and therein shall not in any
way be affected or impaired thereby.
SECTION 21.09. If any provision of this
Indenture limits, qualifies or conflicts with
another provision included in this Indenture
which is required to be included in an indenture
to be qualified under the Trust Indenture Act of
1939 by any of Sections 310 to 317, inclusive,
of such Act, such required provision shall
control.
SECTION 21.10. The headings of the different
Articles of this Indenture are inserted for
convenience of reference and are not to be taken
to be any part of the provisions of this
Indenture, nor to control or affect the meaning,
construction or effect of such provisions.
SECTION 21.11. Although this Indenture is
dated as of January 1, 1954, it shall be
effective only from and after the actual time of
its execution and delivery by the Company and
the Trustee on the date indicated by their
respective acknowledgments hereto annexed.
SECTION 21.12. This Indenture may be
simultaneously executed in any number of
counterparts, and all such counterparts executed
and delivered, each as an original, shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, Commonwealth Edison
Company has caused this Indenture to be executed
in its name by its President or one of its Vice-
Presidents, and its corporate seal to be
hereunto affixed and attested by its Secretary,
and Continental Illinois National Bank and Trust
Company of
202
Chicago, to evidence its acceptance of the trust
created hereby, has caused this Indenture to be
executed in its name by one of its Vice-
Presidents, and its corporate seal to be
hereunto affixed and attested by one of its
Assistant Secretaries, all as of the day and
year first above written.
COMMONWEALTH EDISON
COMPANY
(CORPORATE SEAL) By J.W. EVERS
President
Attest:
FRED N. BAXTER
Secretary
CONTINENTAL ILLINOIS
NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
(CORPORATE SEAL)
By E.B. STOFFT
Vice-
President
Attest:
E. J. FRIEDRICH
Assistant Secretary
2O3
STATE OF ILLINOIS,
COUNTY OF COOK. SS.
I, James Kuffner, a Notary Public in and for
said County, in the State aforesaid, DO HEREBY
CERTIFY that J. W. Evers, President of Common-
wealth Edison Company, an Illinois corporation,
one of the parties described in and which
executed the foregoing instrument, and Fred N.
Baxter, the 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 President and
Secretary, respectively, and who are both
personally known to me to be President and
Secretary, respectively, of said corporation,
appeared before me this day in person and
severally acknowledged that they signed, sealed,
executed and delivered said instrument as their
free and voluntary act as such 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
9th day of February, A.D. 1954.
(NOTARIAL SEAL)
JAMES KUFFNER
Notary
Public
My Commission expires January 6, 1957.
2O4
STATE OF ILLINOIS,
COUNTY OF COOK. SS.
I, H. J. Groener, a Notary Public in and for
said County, in the State aforesaid, DO HEREBY
CERTIFY that E. B. Stofft, a Vice-President of
Continental Illinois National Bank and Trust
Company of Chicago, a national banking
association, one of the parties described in and
which executed the foregoing instrument, and E.
J. Friedrich, an Assistant Secretary of said
banking association, who are both personally
known to me to be the same persons whose names
are subscribed to the foregoing instrument as
such Vice-President and Assistant Secretary,
respectively, and who are both personally known
to me to be a Vice-President and an Assistant
Secretary, respectively, of said banking
association, appeared before me this day in
person and severally acknowledged that they
signed, sealed, executed and delivered said
instrument as their free and voluntary act as
such Vice-President and Assistant Secretary,
respectively, of said banking association, and
as the free and voluntary act of said banking
association, for the uses and purposes therein
set forth.
GIVEN under my hand and notarial seal this
9th day of February, A.D. 1954.
(NOTARIAL SEAL)
H. J. GROENER
Notary
Public
My Commission expires April 28, 1956.
2O5
RECORDING DATA
This Indenture was recorded on February 9,
1954, in the Offices of the Recorders of Deeds
in certain Counties of the State of Illinois, as
follows:
Document
County Book Page No.
Boone 93 of Mortgages 115 109366
Cook 50143 229 15829697
DeKalb Vol. 27 Miscellaneous Records 1129 267636
DuPage 652 79 707464
Grundy 222 65 159640
Henry 566 442 221493
Kane 1668 -- 743750
Kankakee 698 of Records 191 441992
Kendall 68 of Trust Deed Records 223 107749
Lake 1228 of Records 52 815626
LaSalle 1014 of Records 1 415972
Lee 139 of Mortgages 293 283635
Livingston 159 of Mortgages 539 241679
McHenry 440 of Records 349 275146
Ogle 141 of Mortgages 1 301769
Whiteside 10-A of Records 301 223279
Will 1468 445 744087
This Indenture was also filed on February 9,
1954, in the Office of the Registrar of Titles
of Cook County, Illinois, as Torrens Document
No. 1506514.
This Indenture was also recorded on
November 1, 1955 in the Offices of the
Recorders of Deeds in certain Counties of
the State of Illinois, as follows:
Document
County Book Page No.
DeWitt Vol. 141 of Miscellaneous Records 75 35867
McLean 572 of Mortgages 55 49013
Piatt Vol. 221 402 137985
This Indenture was also recorded in the
Offices of the Recorders of Deeds in
certain Counties of the State of Illinois,
as follows:
Date Document
Recorded County Book Page No.
June 5, 1959 Jo Daviess 109 of Mortgages 19 91310
June 8, 1959 Stephenson P-92 634 81-4791
This Indenture was also recorded in the Office of the
Recorder of Deeds in Iroquois County, Illinois, as follows:
Date Document
Recorded Book Page No.
July 6, 1960 757 177 450761
INDENTURE of ADOPTION
NORTHERN ILLINOIS GAS COMPANY
TO
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF
CHICAGO
TRUSTEE UNDER INDENTURE, DATED AS OF JANUARY 1, 1954,
OF COMMONWEALTH EDISON COMPANY
DATED FEBRUARY 9, 1954
NORTHERN ILLINOIS GAS COMPANY
INDENTURE OF ADOPTION DATED FEBRUARY 9, 1954
TABLE OF CONTENTS*
PAGE
Parties 1
Recitals 1
Sec. 1. Adoption of Indenture by Northern
Illinois Gas Company 2
Sec. 2. Confirmation by Northern Illinois Gas
Company of lien of Indenture and title
of Trustee to mortgaged property 2
Sec. 3. Assumption of bonds of 1979 Series
by Northern Illinois Gas Company 2
Sec. 4. Acceptance by Trustee of Northern
Illinois Gas Company as sole mortgagor
and obligor in respect of Indenture and
bonds of 1979 Series 2
Sec. 5. Indenture of Adoption to bind
successors and assigns of parties 2
Sec. 6. Execution in counterparts 2
Testimonium 2
Execution 3
Acknowledgment by Northern Illinois Gas
Company 4
Acknowledgment by Trustee 5
*Note: The Table of Contents was not a part of the
Indenture of Adoption in the form in which it
was executed.
THIS INDENTURE of ADOPTION, dated February 9, 1954, be-
tween NORTHERN ILLINOIS GAS COMPANY, a corporation
organized and existing under the laws of the State of
Illinois (hereinafter called the "Gas Company"), and
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY
OF CHICAGO, a national banking association organized
and existing under the laws of the United States of
America, as Trustee under a certain Indenture, dated
as of January 1, 1954 (hereinafter called the
"Indenture"), of Commonwealth Edison Company
(hereinafter called the "Edison Company"),
WITNESSETH:
WHEREAS, pursuant to a certain agreement dated January
22, 1954 (known as the Separation Agreement), between the
Edison Company and the Gas Company, the Edison Company has
heretofore, in the order stated, (a) procured the release
of its gas and heating utility properties and franchises
from the lien (to the extent subject thereto) of its
Mortgage dated July 1, 1923, and indentures supplemental
thereto, under which Continental Illinois National Bank
and Trust Company of Chicago and Edmond B. Stofft are
Trustees, (b) executed and delivered, and subjected such
gas utility properties and franchises (with certain
express exceptions) to the lien of, the Indenture, (c)
executed, procured the authentication by the Trustee under
the Indenture of, and sold and delivered to certain
purchasers, $60,000,000 aggregate principal amount of its
Gas Divisional Lien Bonds, 3-1/2% Series due January 1,
1979 (hereinafter called the "bonds of the 1979 Series"),
secured by the lien of the Indenture, and (d) transferred
and conveyed to the Gas Company all or substantially all
of its gas and heating utility properties, franchises and
certain related inventories, subject to the lien of the
Indenture in the case of such of said gas utility
properties and franchises as had, as aforesaid, been
subjected to such lien; and
WHEREAS, the Gas Company, in and by said Separation
Agreement, has agreed, as part consideration for such
transfer and conveyance, to adopt the Indenture as its own
by entering into, with the Trustee under the Indenture, an
indenture substantially in the form of this Indenture of
Adoption, and to assume the bonds of the 1979 Series;
NOW, THEREFORE, in consideration of the premises and of
the sum of One Dollar duly paid by the Trustee under the
Indenture to the Gas Company, the receipt whereof is
hereby acknowledged, it is agreed as follows:
2
SECTION 1. The Gas Company hereby adopts the
Indenture as its own, in all respects, and hereby
agrees to observe, perform and discharge all
covenants, agreements and undertakings whatsoever in
respect of which the Edison Company has become
obligated by virtue of its execution and delivery of
the Indenture.
SECTION 2. The Gas Company, for the equal and
proportionate benefit and security of the holders of
all bonds at any time issued under the Indenture and
indentures supplemental thereto, hereby confirms the
lien of the Indenture upon the mortgaged property (as
that term is defined in the Indenture), including, as
and to the extent contemplated by the Granting
Clauses of the Indenture, the lien thereof upon
property which shall hereafter be acquired by the Gas
Company or (subject to the provisions of Section
16.03 of the Indenture) any successor corporation;
and the Gas Company hereby confirms the title of the
Trustee under the Indenture in and to all such
property.
SECTION 3. Contemporaneously with the execution
and delivery of this Indenture of Adoption, the Gas
Company is assuming the bonds of the 1979 Series by
execution of the assumption endorsement appearing
upon each of such bonds.
SECTION 4. Continental Illinois National Bank and
Trust Company of Chicago, as Trustee under the
Indenture, has joined with the Gas Company in the
execution of this Indenture of Adoption for the
purpose of evidencing its acceptance of the
provisions hereof and its acceptance of the Gas
Company, in substitution for the Edison Company, as
the sole mortgagor and obligor under, upon or in
respect of the Indenture and the bonds of the 1979
Series.
SECTION 5. This Indenture of Adoption shall bind
and inure to the benefit of the respective successors
and assigns of the parties hereto.
SECTION 6. This Indenture of Adoption may be
simultaneously executed in any number of
counterparts, and all such counterparts executed and
delivered, each as an original, shall constitute but
one and the same instrument.
IN WITNESS WHEREOF, Northern Illinois Gas Company has
caused this Indenture of Adoption to be executed in its
name by its President or one of its Vice-Presidents, and
its corporate seal to be hereunto affixed and attested by
its Secretary, and Continental Illinois National Bank and
Trust Company of Chicago, as Trustee under the Indenture,
has, for the purposes herein expressed, caused this
Indenture of Adoption to be executed in its name by one of
its Vice-Presidents, and its corporate seal to be hereunto
3
affixed and attested by one of its Assistant Secretaries,
the day and year first above written.
NORTHERN ILLINOIS GAS COMPANY
(CORPORATE SEAL) By H.P. SEDWICK
President
Attest:
FRED N. BAXTER
Secretary
CONTINENTAL ILLINOIS NATIONAL
BANK AND TRUST COMPANY OF
CHICAGO, as Trustee
(CORPORATE SEAL) By E.B. STOFFT
Vice-President
Attest:
E. J. FRIEDRICH
Assistant Secretary
4
STATE OF ILLINOIS
COUNTY OF COOK ss.
I, James Kuffner, a Notary Public in and for said
County, in the State aforesaid, DO HEREBY CERTIFY that H.
P. Sedwick, the President of Northern Illinois Gas
Company, an Illinois corporation, one of the parties
described in and which executed the foregoing instrument,
and Fred N. Baxter, the 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 President and Secretary, respectively, and who are
both personally known to me to be President and Secretary,
respectively, of said corporation, appeared before me this
day in person and severally acknowledged that they signed,
sealed, executed and delivered said instrument as their
free and voluntary act as such 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 9th day of
February, A.D. 1954.
(NOTARIAL SEAL)
JAMES KUFFNER
Notary Public
My Commission expires January 6, 1957.
5
STATE OF ILLINOIS,
COUNTY OF COOK ss.
I, H. J. Groener, a Notary Public in and for said
County, in the State aforesaid, DO HEREBY CERTIFY that E.
B. Stofft, a Vice-President of Continental Illinois
National Bank and Trust Company of Chicago, a national
banking association, one of the parties described in and
which executed the foregoing instrument, and E. J.
Friedrich, an Assistant Secretary of said banking
association, who are both personally known to me to be the
same persons whose names are subscribed to the foregoing
instrument as such Vice-President and Assistant Secretary,
respectively, and who are both personally known to me to
be a Vice-President and an Assistant Secretary,
respectively, of said banking association, appeared before
me this day in person and severally acknowledged that they
signed, sealed, executed and delivered said instrument as
their free and voluntary act as such Vice-President and
Assistant Secretary, respectively, of said banking
association, and as the free and voluntary act of said
banking association, for the uses and purposes therein set
forth.
GIVEN under my hand and notarial seal this 9th day of
February, A.D. 1954.
(NOTARIAL SEAL)
H. J. GROENER
Notary Public
My Commission expires April 28, 1956.
6
RECORDING DATA
This Indenture of Adoption was recorded on February 9,
1954, in the Offices of the Recorders of Deeds in certain
Counties of the State of Illinois, as follows:
Document
County Book Page No.
Boone 93 of Mortgages 270 109368
Cook 50143 535 15829738
DeKalb Vol. 27 Miscellaneous Records 1391 267638
DuPage 81 72 707471
Grundy 216 314 159642
Henry 566 576 221497
Kane 1668 -- 743756
Kankakee 704 of Records 75 441994
Kendall 68 of Trust Deed Records 427 107751
Lake 1228 of Records 229 815653
LaSalle 1004 of Records 630 415974
Lee 36 of Miscellaneous Records 259 283637
Livingston 59 of Miscellaneous Records 71 241682
McHenry 440 of Records 483 275151
Ogle 29 of Miscellaneous 105 301771
Whiteside 10-A of Records 812 223281
Will 1451 257 744091
This Indenture of Adoption was also filed on February
9, 1954, in the Office of the Registrar of Titles of Cook
County, Illinois, as Torrens Document No. 1506533.
This Indenture of Adoption was also recorded on
November 1, 1955 in the Offices of the Recorders of
Deeds in certain Counties of the State of Illinois,
as follows:
Document
County Book Page No.
DeWitt Vol. 141 of Miscellaneous Records 280 35868
McLean 650 of Deeds 1 49014
Piatt Vol. 221 468 137986
This Indenture of Adoption was also recorded in
the Offices of the Recorders of Deeds in certain
Counties of the State of Illinois, as follows:
Date Document
Recorded County Book Page No.
June 5, 1959 Jo Daviess 109 of Mortgages 133 91312
June 8, 1959 Stephenson P-93 12 81-4793
This Indenture of Adoption was also recorded in the
Office of the Recorder of Deeds in Iroquois County,
Illinois, as follows:
Date Document
Recorded Book Page No.
July 6, 1960 757 281 450762
<TABLE>
Northern Illinois Gas Company
Form 10-K
Exhibit 12.01
NORTHERN ILLINOIS GAS COMPANY
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
(Thousands)
<CAPTION>
Year Ended December 31
1995 1994 1993 1992 1991
Earnings available to cover fixed charges:
<S> <C> <C> <C> <C> <C>
Net income $ 85,448 $ 93,078 $ 94,935 $ 91,239 $ 91,368
Add: Income taxes 49,881 50,958 52,890 49,578 47,664
Fixed charges 39,400 37,729 40,960 41,648 40,969
Allowance for funds used
during construction (911) (151) (64) (915) (700)
Total $ 173,818 $ 181,614 $ 188,721 $ 181,550 $ 179,301
Fixed charges:
Interest on debt $ 38,129 $ 36,726 $ 38,949 $ 39,773 $ 36,270
Other interest charges and
amortization of debt discount,
premium and expense, net 1,271 1,003 2,011 1,875 4,699
Total $ 39,400 $ 37,729 $ 40,960 $ 41,648 $ 40,969
Ratio of earnings to fixed charges 4.41 4.81 4.61 4.36 4.38
</TABLE>
Northern Illinois Gas Company
Form 10-K
Exhibit 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report, dated January 24, 1996, included in this
Form 10-K, into the company's previously filed Form S-3 Registration
Statement in connection with the Northern Illinois Gas Company
$225,000,000 First Mortgage Bond shelf filing (No. 33-77812).
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Chicago, Illinois
March 22, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
ROBERT M. BEAVERS, JR.
Robert M. Beavers, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
JOHN H. BIRDSALL, III
John H. Birdsall, III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
W. H. CLARK
W. H. Clark
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
JOHN E. JONES
John E. Jones
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
DENNIS J. KELLER
Dennis J. Keller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
CHARLES S. LOCKE
Charles S. Locke
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
SIDNEY R. PETERSEN
Sidney R. Petersen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
DANIEL R. TOLL
Daniel R. Toll
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, a Director, Officer, or Director and Officer
of Northern Illinois Gas Company, an Illinois corporation, does hereby
constitute and appoint D. L. CYRANOSKI and T. D. GREENBERG, and each of
them, the undersigned's true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to execute in the
name and on behalf of the undersigned as such Director, Officer, or Director
and Officer, the 1995 Annual Report on Form 10-K (and such amendment or
amendments thereto as may be necessary) to be filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that
such attorneys and agents, or any of them, may do or cause to be done by
virtue of these presents.
IN WITNESS WHEREOF, I have hereunto signed this Power of Attorney
this 24th day of January, 1996.
PATRICIA A. WIER
Patricia A. Wier
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME, THE CONSOLIDATED BALANCE SHEET, THE
CONSOLIDATED STATEMENT OF RETAINED EARNINGS AND THE CONSOLIDATED STATEMENT
OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1670
<OTHER-PROPERTY-AND-INVEST> 8
<TOTAL-CURRENT-ASSETS> 340
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 69
<TOTAL-ASSETS> 2087
<COMMON> 76
<CAPITAL-SURPLUS-PAID-IN> 108
<RETAINED-EARNINGS> 516
<TOTAL-COMMON-STOCKHOLDERS-EQ> 700
9
1
<LONG-TERM-DEBT-NET> 446
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 152
<LONG-TERM-DEBT-CURRENT-PORT> 50
1
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 728
<TOT-CAPITALIZATION-AND-LIAB> 2087
<GROSS-OPERATING-REVENUE> 1313
<INCOME-TAX-EXPENSE> 49
<OTHER-OPERATING-EXPENSES> 1142
<TOTAL-OPERATING-EXPENSES> 1191
<OPERATING-INCOME-LOSS> 122
<OTHER-INCOME-NET> 2
<INCOME-BEFORE-INTEREST-EXPEN> 124
<TOTAL-INTEREST-EXPENSE> 39
<NET-INCOME> 85
0
<EARNINGS-AVAILABLE-FOR-COMM> 85
<COMMON-STOCK-DIVIDENDS> 71
<TOTAL-INTEREST-ON-BONDS> 35
<CASH-FLOW-OPERATIONS> 254
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0
<FN>
<F1>Northern Illinois Gas is a wholly owned subsidiary of NICOR Inc.
Earning and dividends per share information is therefore omitted.
</FN>
</TABLE>
NORTHERN ILLINOIS GAS COMPANY
NOTICE OF
MEETING OF BONDHOLDERS
February 27, 1996
Notice is hereby given that a meeting of holders of all series
of Northern Illinois Gas Company First Mortgage Bonds (the "Bonds")
will be held on February 27, 1996 at the Harris Trust and Savings
Bank, 8th Floor, 111 West Monroe Street, Chicago, Illinois at 11:00
a.m. for the purpose of voting on the adoption of certain proposed
amendments to the Indenture, dated as of January 1, 1954, under
which the Bonds were issued. The proposed amendments, which are
described in the accompanying Proxy Statement of the Company, are
intended to increase the Company's flexibility when issuing new
series of Bonds, eliminate various obsolete provisions and
otherwise bring the Indenture into greater conformity with modern
debt indentures.
NORTHERN ILLINOIS GAS COMPANY
January 26, 1996
IMPORTANT
In order that there be a proper representation at the meeting, you
are urged to vote, sign, have acknowledged and mail your proxy even though
you plan to attend. If you attend the meeting you may, if you wish, vote
personally on all matters brought before the meeting.
Your prompt action in returning your proxy will be greatly
appreciated. A return envelope, requiring no postage if mailed in the United
States, is enclosed for your convenience.
NORTHERN ILLINOIS GAS COMPANY
ADJORUNMENT NOTICE TO
MEETING OF BONDHOLDERS
RESCHEDULED FOR APRIL 11, 1996
Notice is hereby given that the February 27, 1996 meeting of
holders of all series of Northern Illinois Gas Company First Mortgage
Bonds (the "Bonds") has been adjourned due to the lack of a quorum
and has been rescheduled for April 11, 1996, at the Harris Trust and
Savings Bank, 6th Floor, 111 West Monroe Street, Chicago, Illinois at
3:00 p.m., for the purpose of voting on the adoption of certain proposed
amendments to the Indenture, dated as of January 1, 1954, under
which the Bonds were issued. The proposed amendments, which are
described in the accompanying Proxy Statement of the Company, are
intended to increase the Company's flexibility when issuing new
series of Bonds, eliminate various obsolete provisions and
otherwise bring the Indenture into greater conformity with modern
debt indentures.
If you have any questions or need additional documents, please call
Morrow & Co., 1-800-662-5200.
NORTHERN ILLINOIS GAS COMPANY
March 11, 1996
IMPORTANT
In order that there be a proper representation at the meeting, you
are urged to vote, sign, have acknowledged and mail your proxy even though
you plan to attend. If you attend the meeting you may, if you wish, vote
personally on all matters brought before the meeting.
Your prompt action in returning your proxy will be greatly
appreciated. A return envelope, requiring no postage if mailed in the United
States, is enclosed for your convenience.
PROXY STATEMENT
This Proxy Statement is furnished by Northern Illinois Gas
Company ("NI-GAS") in connection with the solicitation of proxies
by NI-GAS for use at the meeting of holders of all series of NI-GAS
First Mortgage Bonds (the "Bonds") to be held on February 27, 1996.
The meeting has been called for the purpose of voting on the
adoption of a resolution approving certain proposed amendments to
the Indenture dated January 1, 1954 (the "Indenture") under which
the Bonds were issued. There is currently outstanding under the
Indenture an aggregate of $500,000,000 principal amount of Bonds.
The affirmative vote of holders of not less than 66-2/3% in
principal amount of the Bonds is required for adoption of the
resolution. Accordingly, the failure of a bondholder to vote in
favor of adoption of the proposed amendments will have the same
effect as if such bondholder had voted against their adoption. The
holders of not less than 66-2/3% in principal amount of the Bonds
must be present in person or by proxy at the meeting in order to
constitute a quorum for the transaction of business.
Any bondholder giving a proxy will have the right to revoke it
at any time prior to the voting thereof by giving written notice to
the Vice President and Treasurer of NI-GAS. All Bonds represented
by valid proxies will be voted at the meeting or any adjournment
thereof in accordance with the bondholders directions. In the
absence of specific direction to the contrary, the Bonds
represented by valid proxies will be voted FOR the adoption of a
resolution approving the proposed amendments to the Indenture.
PROPOSED AMENDMENTS
The proposed amendments are set forth in the form of
Supplemental Indenture attached as Annex A to the Proxy Statement.
You are urged to review it carefully. Where modifications of
existing Indenture provisions are proposed, the text of the
provisions are marked to show the changes from the existing
provisions. Set forth below is a summary of all of the proposed
amendments:
1. Definition of Board of Directors. The term "Board of
Directors" is redefined to include any duly authorized committee of
the Board of Directors. (Section 1.09)
2. Definition of Authorized Newspaper. The term "authorized
newspaper" is redefined to eliminate the requirement that the
newspaper in which notices to bondholders are required to be
included be published in the city in which it is circulated.
(Section 1.31)
3. Principal Office of Trustee. The requirement that the
Trustee under the Indenture have its principal place of business
located in the City of Chicago is eliminated. (Sections 1.32,
17.05 and 17.06)
4. Delegation of Authority to Issue New Bonds to Officers.
The Board of Directors is authorized to delegate to one or more
officers of NI-GAS the authority to issue additional series of
bonds under the Indenture and to establish the terms of such
additional series. (Sections 4.17 and 6.04)
5. Release of Property. The requirement that the Board of
Directors authorize the release of property mortgaged under the
Indenture is eliminated with respect to property having a fair
value of not more than $300,000. The remaining provisions of the
Indenture governing property releases, including the requirement
that cash in an amount equal to the fair value of the property to
be released be deposited with the Trustee (subject to reduction in
the manner provided by the Indenture), are not affected. (Section
10.03)
6. Publication of Notice. The requirement that certain
notices to bondholders be published in an authorized newspaper in
the cities of Chicago and New York is eliminated in those
circumstances where all outstanding bonds are registered bonds.
(Sections 17.06, 17.07 and 19.08)
7. Action by Bondholders. A provision enabling bondholders
to take action under the Indenture, including the approval of
amendments to the Indenture where bondholder approval is required,
without the necessity of calling a formal meeting of bondholders is
included. (Section 19.11)
8. Modifications of Indenture. The provisions of the
Indenture governing amendments to the Indenture are modified to
permit the Company and the Trustee to make changes in the Indenture
if such changes do not, in the opinion of the Board of Directors,
adversely affect the rights of bondholders. (Section 20.01)
Upon adoption of a resolution approving the proposed
amendments, the Company and the Trustee will execute a supplemental
indenture to the Indenture effecting the proposed amendments.
If you have any questions, please call the following
individual at the Company.
Gloria K. Anderson (708) 983-8676 ext. 2685
NORTHERN ILLINOIS GAS COMPANY
January 26, 1996
PROXY
The undersigned appoints Donald W. Lohrentz, Richard J. Lannon
or either of them, proxies to vote the entire principal amount of
NI-GAS First Mortgage Bonds registered in the name of the
undersigned at the meeting of bondholders, February 27, 1996, or at
any adjournment thereof, on all matters as set forth in the Proxy
Statement or on all other matters properly presented at the
meeting.
Proxies will be voted as directed. In the absence of specific
direction, proxies signed and acknowledged will be voted FOR the
adoption of the proposed Indenture amendments.
Adoption of the Resolution FOR AGAINST ABSTAIN
approving the proposed
amendments to the Indenture.
Please vote, date, sign, have
acknowledged and mail promptly
in the enclosed envelope.
SIGNATURE OF BONDHOLDER DATE
PURSUANT TO SECTION 19.04 OF THE INDENTURE, THIS PROXY MUST BE
ACKNOWLEDGED IN ORDER TO BE VALID. ACKNOWLEDGEMENT FORMS ARE
PROVIDED ON THE REVERSE SIDE OF THIS PROXY.
ACKNOWLEDGEMENT
The signature of the bondholder on the reverse side must be acknowledged
by a notary public or other person authorized under applicable state law to
acknowledge signatures. Please complete the appropriate acknowledgement form.
IF THE BONDHOLDER IS AN INDIVIDUAL:
State of )
) ss.
County of )
I, , certify that ,
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he/she signed and delivered the instrument as his/her free and voluntary
act, for the uses and purposes therein set forth.
Dated , 1996
[Seal]
IF THE BONDHOLDER IS A CORPORATION:
State of )
) ss.
County of )
I, , certify that , the
of , personally known to me to
be the same person whose name is subscribed to the foregoing instrument as
such of said corporation, appeared before me this day in
person and acknowledged that he/she signed and delivered the instrument as
his/her free and voluntary act as such of said
corporation, and as the free and voluntary act of said corporation, for the
uses and purposes therein set forth.
Dated , 1996
[Seal]
IF THE BONDHOLDER IS A PARTNERSHIP:
State of )
) ss.
County of )
I, , certify that , a
partner of , personally known to me to
be the same person whose name is subscribed to the foregoing instrument as
partner of said partnership, appeared before me this day in person and
acknowledged that he/she signed and delivered the instrument as his/her free
and voluntary act as partner of said partnership, and as the free and
voluntary act of said partnership, for the uses and purposes therein set
forth.
Dated , 1996
[Seal]
ANNEX A
The tags and indicate
additions and deletions to the text.
THIS SUPPLEMENTAL INDENTURE, dated the ____ day of _________, 1996,
between NORTHERN ILLINOIS GAS COMPANY, a corporation organized
and existing under the laws of the State of Illinois
(hereinafter called the "Company"), and HARRIS TRUST AND
SAVINGS BANK, an Illinois banking corporation (hereinafter
called the "Trustee"), as Trustee under an Indenture dated as
of January 1, 1954, as supplemented by Supplemental
Indentures dated, respectively, February 9, 1954, April 1,
1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1, 1963,
August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966,
July 1, 1967, June 1, 1968, December 1, 1969, August 1, 1970,
June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April
30, 1976, April 30, 1976, July 1, 1976, August 1, 1976,
December 1, 1977, January 15, 1979, December 1, 1981, March 1,
1983, October 1, 1984, December 1, 1986, March 15, 1988, July
1, 1988, July 1, 1989, July 15, 1990, August 15, 1991, July
15, 1992, February 1, 1993, March 15, 1993, May 1, 1993, July
1, 1993, August 15, 1994 and October 15, 1995, such Indenture
dated as of January 1, 1954, as so supplemented, being
hereinafter called the "Indenture."
WITNESSETH:
WHEREAS, the Company desires to amend the Indenture and has
requested that the Trustee join it in the execution and delivery of
this Supplemental Indenture in order to amend the Indenture as set
forth herein; and
WHEREAS, this Supplemental Indenture is being entered into
pursuant to Section 20.01(d) of the Indenture which provides that
supplemental indentures may be entered into by the Company and the
Trustee to modify any of the provisions of the Indenture for the
purpose of relieving the Company from any of the obligations,
conditions or restrictions contained therein, subject to the
provisions of Section 19.07 of the Indenture relating to approval
of such modification by a vote of bondholders; and
WHEREAS, all acts and things necessary to make this
Supplemental Indenture, when duly executed and delivered, a valid,
binding and legal instrument in accordance with its terms and for
the purposes herein expressed, have been done and performed, and
the execution and delivery of this Supplemental Indenture have in
all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises and of the
sum of one dollar paid by the Trustee to the Company, and for other
good and valuable considerations, the receipt of which is hereby
acknowledged, it is agreed by and between the Company and the
Trustee as follows:
ARTICLE ONE
MODIFICATIONS OF INDENTURE
SECTION 1. The definition of "Board of Directors" in Section
1.09 of the Indenture is hereby deleted in its entirety and
replaced by the following:
The term "Board of Directors" shall mean either the Board
of Directors of the Company or any duly authorized committee
of the Board of Directors.
SECTION 2. The definition of "authorized newspaper" in
Section 1.31 of the Indenture is hereby deleted in its entirety and
replaced by the following:
The term "authorized newspaper", when used in connection
with the name of a particular city, shall mean a newspaper
printed in the English language, of general circulation in
such city and customarily published at least once in each of
five days (except in case of legal holidays) in each calendar week.
SECTION 3. The definition of "office of the Trustee" in
Section 1.32 of the Indenture is hereby deleted in its entirety and
replaced by the following:
The term "office of the Trustee" shall mean the principal
office of the Trustee at which at any particular time its
corporate trust business shall be administered.
SECTION 4. Article IV of the Indenture is hereby amended by
adding a new Section 4.17 to read as follows:
Section 4.17. All determinations and authorizations
required or permitted by this Article IV to be made by the
Board of Directors may be made by any duly authorized officer
or officers of the Company if a resolution permitting such
officer or officers to make such determinations or
authorizations in lieu of the Board of Directors is delivered
to the Trustee. Any determination or authorization made by
such officer or officers pursuant to such resolution shall be
evidenced by a written instrument signed by such officer or
officers and delivered to the Trustee.
SECTION 5. Section 6.04 of the Indenture is hereby deleted in
its entirety and replaced by the following:
Upon application by the Company to the Trustee for the
authentication and delivery of bonds under the provisions of
Section 6.05, 6.06 or 6.07, the Company shall deliver to the
Trustee the following:
-2-
(a) a resolution authorizing the execution and
issuance of and requesting the Trustee to authenticate
and deliver bonds, specifying the principal amount and
series thereof, and any other matters with respect
thereto required or permitted by this Indenture or a
resolution permitting one or more officers of the Company
to authorize the execution and issuance of bonds together
with a written instrument signed by such officer or
officers requesting the Trustee to authenticate and
deliver bonds;
(b) if an interim certificate is not filed in
connection with the particular application for the
authentication and delivery of bonds, an officers'
certificate stating that to the knowledge of the signers
the Company is not in default under any of the provisions
of this Indenture, and that all conditions precedent
provided for in this Indenture relating to the
authentication and delivery of the bonds applied for have
been complied with;
(c) an opinion of counsel stating, in the signer's
opinion, (1) that the issuance of such bonds has been
duly authorized by the necessary corporate action and by
any and all governmental authorities the consent of which
is required for the legal issuance of such bonds, and
specifying any officially authenticated orders or other
documents by which such consent is or may be evidenced,
or that no such consent is required; (2) that, since the
date of the last previous opinion of counsel filed with
the Trustee pursuant to the provisions of this Article
VI, or since the actual date of execution and delivery of
this Indenture in the case of the first such opinion
filed under this Article VI, none of the mortgaged
property has become subject to any lien or encumbrance
prior to the lien of this Indenture as security for the
additional bonds then applied for, except (i) permitted
liens and (ii) prior liens on property, including
additions thereto, acquired by the Company after January
31, 1954; and (3) if an interim certificate is not filed
in connection with the particular application for the
authentication and delivery of bonds, that all conditions
precedent provided for in this Indenture relating to the
authentication and delivery of the bonds applied for have
been complied with;
(d) the officially authenticated orders or other
documents, if any, specified in such opinion of counsel;
and
(e) in case such bonds constitute the initial issue
of bonds of a particular series, a supplemental indenture
of the character referred to in Section 4.02.
SECTION 6. Section 10.03 of the Indenture is hereby deleted
in its entirety and replaced by the following:
Unless the Company is in default under any of the
provisions of this Indenture, the Company may, if deemed
desirable in the conduct of its gas utility business, sell or
-3-
otherwise dispose of at any time, under and subject to the
provisions of this Section 10.03, any part of the mortgaged
property, and the Trustee shall from time to time release from
the lien hereof any part of the mortgaged property so sold or
otherwise disposed of, or contracted to be so sold or
otherwise disposed of, upon receipt by the Trustee of the
following:
(a) a resolution requesting such release and
stating that such release is, in the opinion of the Board
of Directors, desirable in the conduct of the gas utility
business of the Company (provided that no such resolution
need be furnished if the fair value of the property to be
released, as stated in the engineer's certificate
specified under (f) of this Section 10.03, is not more
than $300,000);
(b) an officers' certificate stating:
(1) that the property to be released has been
sold or otherwise disposed of or contracted to be
sold or otherwise disposed of, such property to be
described in reasonable detail;
(2) the amount of the consideration received
or to be received for the property to be released
which shall be the sum of (i) the amount of any
cash received or to be received, (ii) the principal
amount of any purchase money obligations received
or to be received, (iii) the principal amount of
any obligations assumed or to be assumed by the
purchaser, (iv) the fair value, as stated in an
independent appraiser's certificate, of any
securities, other than purchase money obligations,
received or to be received, and (v) the fair value,
as stated in an independent engineer's certificate,
of any property, other than securities, received or
to be received, after deducting from such sum, at
the election of the Company, the fair value, as
stated in an independent engineer's certificate, of
any property excepted from the lien of this
Indenture and sold or otherwise disposed of or
contracted to be sold or otherwise disposed of in
the same transaction but not for a separate
consideration; and
(3) that to the knowledge of the signers the
Company is not in default under any of the
provisions of this Indenture, and that all
conditions precedent provided for in this Indenture
relating to such release have been complied with;
(c) in case the determination of the amount of the
consideration received or to be received for the property
to be released shall require the stating of the fair
value of securities received or to be received, an
independent appraiser's certificate stating, in the
signer's opinion, the fair value, as of a date within
sixty days of the date of such application, of such
securities;
-4-
(d) in case the determination of the amount of the
consideration received or to be received for the property
to be released shall require the stating of the fair
value of property, other than securities, received or to
be received, an independent engineer's certificate
stating, in the signer's opinion, the fair value, as of
a date within sixty days of the date of such application,
of such property;
(e) in case the determination of the amount of the
consideration received or to be received for the property
to be released shall require the stating of the fair
value of property excepted from the lien of this
Indenture and sold or otherwise disposed of or contracted
to be sold or otherwise disposed of in the same
transaction but not for a separate consideration, an
independent engineer's certificate stating, in the
signer's opinion, the fair value, as of a date within
sixty days of the date of such application, of such
excepted property;
(f) an engineer's certificate stating, in the
signer's opinion, the fair value, as of a date within
sixty days of the date of such application, of the
property to be released, which fair value, as stated in
such certificate, shall not be less than the amount of
the consideration received or to be received for the
property to be released, and that such release will not
impair the security under this Indenture in contravention
of the provisions hereof;
(g) in case the fair value of the property to be
released, as shown by the engineer's certificate
specified under (f) of this Section 10.03, is 1% or more
of the aggregate principal amount of the bonds
outstanding at the time of such application, an
independent engineer's certificate stating, in the
signer's opinion, the fair value, as of a date within
sixty days of the date of such application, of the
property to be released, which fair value, as stated in
such certificate, shall not be less than the amount of
the consideration received or to be received for the
property to be released, and that such release will not
impair the security under this Indenture in contravention
of the provisions hereof;
(h) cash in an amount, subject to reduction as
permitted under Section 10.04, equal to the fair value of
the property to be released as stated in the engineer's
certificate specified under (f) of this Section 10.03, or
as stated in the independent engineer's certificate, if
any, filed pursuant to (g) of this Section 10.03 if such
fair value as stated in such independent engineer's
certificate shall be greater than such fair value as
stated in such engineer's certificate; and
(i) an opinion of counsel stating, in the signer's
opinion, that all conditions precedent provided for in
this Indenture relating to such release have been
complied with.
All cash deposited with the Trustee pursuant to the
provisions of this Section 10.03 shall be held by the Trustee
as a part of the mortgaged property, and shall be paid
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over, withdrawn, used or applied in the manner, to the extent,
for the purposes and subject to the conditions set forth in
Section 11.03.
SECTION 7. Section 17.05 of the Indenture is hereby deleted
in its entirety and replaced by the following:
If the Trustee shall at any time cease to be a bank or
trust company in good standing organized and doing business
under the laws of the United States or of any State and having
a combined capital and surplus of not less than $5,000,000,
which is authorized under the laws of the jurisdiction of
incorporation to exercise corporate trust powers and is subject
to supervision or examination by Federal or State authority,
then the Trustee shall resign within thirty days thereafter,
such resignation to become effective upon the appointment of
a successor Trustee and such successor's acceptance of such
appointment. If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, the combined
capital and surplus of the Trustee shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. If the Trustee shall fail
or refuse to resign within such period, or if the Trustee has
or shall acquire any conflicting interest of the character
specified in Section 17.04 and shall fail or refuse either to
eliminate such conflicting interest or to resign within the
period in Section 17.04 provided in respect of such resignation,
then (a) the Trustee shall, within ten days after the expiration
of such period, transmit notice of such failure or refusal to the
bondholders in the manner and to the extent provided under
Section 17.10(c); and (b) any bondholder who has been the bona
fide holder of a bond for at least six months may, subject to
the provisions of Section 13.20, on behalf of himself and all
others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the
appointment of a successor, if the Trustee fails, after
written request therefor by such bondholder, to comply with
the provisions of Section 17.04.
SECTION 8. Section 17.06 of the Indenture is hereby deleted
in its entirety and replaced by the following:
The Trustee and any successor to the Trustee may resign
and be discharged from the trust created by this Indenture by
giving notice thereof in writing to the Company, specifying
the date when such resignation shall take effect, and by
giving notice thereof to the bondholders, in the manner and to
the extent provided under Section 17.10(c), and, unless all
bonds then outstanding are registered bonds without coupons,
by publishing such notice at least once a week for three
successive calendar weeks (the first such publication to be
not less than thirty days nor more than sixty days prior to
the effective date of such resignation) in one authorized
newspaper in the City of Chicago, State of Illinois, and in
one authorized newspaper in the Borough of Manhattan, The City
of New York, State of New York. Subject to the provisions of
Sections 17.04 and 17.05, such resignation shall take effect
on the date specified in such notice unless previously a
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successor Trustee shall have been appointed as hereinafter
provided, in which event such resignation shall take effect
upon the appointment of such successor Trustee.
The Trustee or any successor Trustee may be removed at
any time by the holders of a majority in principal amount of
the bonds at the time outstanding, upon payment to the Trustee
so removed of all moneys then due to it hereunder, by an
instrument or concurrent instruments in writing, signed in
duplicate by such holders. One copy shall be filed with the
Company and the other with the Trustee so removed.
In case at any time the Trustee or any successor Trustee
shall resign, be dissolved or be removed or otherwise shall
become disqualified to act or incapable of acting, or in case
control of the Trustee or of any successor Trustee, or of its
officers shall be taken over by any public officer or
officers, the Company, by an instrument in writing, executed
by order of the Board of Directors, shall appoint a successor
Trustee. Every successor Trustee shall be a bank or trust
company in good standing organized and doing business under
the laws of the United States or of any State, and (a) which
shall be a corporation having a combined capital and surplus of
not less than $5,000,000, (b) which shall be authorized under
the laws of the jurisdiction of incorporation to exercise corporate
trust powers, and (c) which shall be subject to supervision or
examination by a Federal or State authority. If such successor
Trustee publishes reports of condition at least annually, pursuant
to law or to the requirements of such supervising or examining
authority, the combined capital and surplus of such successor
Trustee shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.
If in a proper case no appointment of a successor Trustee
shall be made pursuant to the foregoing provisions of this
Article XVII within six months after a vacancy shall have
occurred in the office of Trustee, the holder of any bond or
the retiring Trustee may apply to any court, State or Federal,
having jurisdiction to appoint a successor Trustee, and such
court may thereupon, after such notice, if any, as such court
may deem proper and prescribe, appoint a successor Trustee.
SECTION 9. Section 17.07 of the Indenture is hereby deleted
in its entirety and replaced by the following:
Any successor Trustee appointed hereunder shall execute,
acknowledge and deliver to its predecessor Trustee and also to
the Company, an instrument in writing accepting such
appointment hereunder, and thereupon such successor Trustee,
without any further act, deed or conveyance shall become fully
vested with all the estates, authority, rights, trusts,
powers, duties and obligations of its predecessor Trustee and
be entitled to the immediate delivery by such predecessor
Trustee of any part of the mortgaged property in the hands or
under the control of such predecessor Trustee and all the
estate, right, title and interest of such predecessor Trustee
in the mortgaged property shall wholly cease and determine;
but the Trustee ceasing to act shall
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nevertheless, on the written request of the Company or of the
successor Trustee, execute, acknowledge and deliver an appropriate
instrument in writing transferring to such successor Trustee
upon the trusts herein expressed, all the estates, properties,
rights, powers and trusts of the predecessor Trustee so ceasing
to act (but may retain and reserve its lien upon the mortgaged
property for its reasonable compensation and expenses, if any thereof
remain unpaid), and shall duly assign, transfer and deliver
all property and cash held by such Trustee to the successor
Trustee, it being understood that all securities, cash and
other pledged property the custody of which is given to the
Trustee shall always be in its custody or in that of its
proper successor in trust. Should any deed, conveyance or
instrument in writing from the Company be required by the
successor Trustee for more fully and certainly vesting in, and
confirming to, such successor Trustee such estates, rights,
powers and duties, any and all such deeds, conveyances and
instruments in writing shall be executed, acknowledged and
delivered by the Company to the successor Trustee upon the
latter's request. The Company shall promptly give notice of
the appointment of any successor Trustee to the bondholders in
the manner and to the extent provided under Section 17.10(c)
and ,unless all bonds then outstanding are registered bonds
without coupons, by publishing such notice at least once in
each week for two successive calendar weeks in one authorized
newspaper in the City of Chicago, State of Illinois, and in
one authorized newspaper in the Borough of Manhattan, The City
of New York, State of New York.
SECTION 10. Section 19.08 of the Indenture is hereby deleted
in its entirety and replaced by the following:
A record in duplicate of the proceedings of each meeting
of bondholders shall be prepared by the permanent Secretary of
the meeting and shall have attached thereto the original
reports of the inspectors of votes, and an affidavit by a
person having knowledge of the facts setting forth a copy of
the notice or waiver of notice of the meeting and, in the case
of any adjournment for more than fourteen days, a copy of the
notice or waiver of notice of adjournment thereof, and showing
that such notice or notices, unless waived, were given as
hereinabove provided. Such record shall be signed and
verified by the affidavits of the permanent Chairman and the
permanent Secretary of the meeting, and by a duly authorized
representative of the Trustee if such a representative shall
have been present at the meeting, and one copy thereof shall
be delivered to the Company and the other to the Trustee for
preservation by the Trustee. Any record so signed and
verified shall be proof of the matters therein stated until
the contrary is proved, and the meeting to which such record
relates shall be deemed conclusively to have been duly
convened and held, and any resolution or proceeding stated in
such record to have been adopted or taken shall be deemed
conclusively to have been duly adopted or taken at such
meeting. No resolution adopted at such meeting shall be
binding unless the subject matter of such resolution is within
the scope of the business stated in the notice, if any, of
such meeting given pursuant to the provisions of Section
19.02, and unless and until such resolution shall have been
approved by resolution of the Board of Directors. Such
resolution, if adopted by the Board of Directors, shall be
filed by the Company with the
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Trustee and from and after the date of such filing such resolution
shall be deemed conclusively to be binding upon the Company, the
Trustee and the bondholders; provided, however, that no such
resolution adopted at a meeting of the bondholders and no such
resolution of approval adopted by the Board of Directors shall in any
manner be construed so as to change or modify any of the
rights, immunities or obligations of the Trustee without its
written assent thereto. Copies of any resolution, or of a
summary thereof, adopted at such meeting of bondholders, if
approved by resolution of the Board of Directors as above
provided, shall be mailed by the Trustee to bondholders in the
manner and to the extent provided under Section 17.10(c), and
proof of such mailing by the affidavit of a person having
knowledge of the facts shall be filed with the Trustee, and ,
unless all of the bonds then outstanding are registered bonds
without coupons, a copy or summary of such resolution shall be
published by the Company in one authorized newspaper in the
City of Chicago, State of Illinois, and in one authorized
newspaper in the Borough of Manhattan, The City of New York,
State of New York, at least once in each of two successive
calendar weeks, the first publication to be not more than
fifteen days after the approval of such resolution by the
Board of Directors; provided, however, that the mailing of
copies of such resolution or of such summary shall in no case
be a condition precedent to the validity or effectiveness of
such resolution, and neither failure to mail such copies nor
any imperfection or defect therein shall affect the validity
or effectiveness of such resolution.
SECTION 11. Article XIX of the Indenture is hereby amended by
adding a new Section 19.11 to read as follows:
Section 19.11. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by bondholders (including
any action required or permitted by the provisions of this
Article XIX to be taken at a meeting of bondholders) may be
given or taken without a meeting of bondholders if embodied in
and evidenced by one or more written instruments of
substantially similar tenor signed by such bondholders in
person or by agent or proxy duly appointed in writing; and
except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are
delivered to the Trustee. Subject to the provisions of
Section 17.02, proof of the execution of any instrument by a
bondholder or the agent or proxy for such bondholder shall be
sufficient if made in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee.
SECTION 12. Section 20.01 of the Indenture is hereby deleted
in its entirety and replaced by the following:
The Company, when authorized by resolution of the Board of
Directors, and the Trustee, from time to time and at any time,
subject to the conditions, limitations and provisions in this
Indenture contained, may enter into indentures supplemental hereto,
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in addition to the supplemental indentures required or permitted by
any of the other provisions of this Indenture, for any one or more
of the following purposes:
(a) to correct the description of any of the
mortgaged property, or to convey, transfer and assign to
the Trustee and to subject to the lien of this Indenture,
with the same force and effect as though specifically
described herein, additional property of the Company
acquired by it through purchase, consolidation, merger or
otherwise;
(b) to add to the conditions and limitations
specified herein with respect to the issue and purposes
of issue of the bonds, or of any series thereof, other
conditions and limitations thereafter to be observed,
including any conditions or limitations upon the
authorized principal amount of such bonds (as well as the
method or measure of determining such limitations) that
the Company may deem to be advisable;
(c) to add to the covenants of the Company in this
Indenture contained such further covenants as the Board
of Directors shall consider to be for the protection of
the mortgaged property and of the holders of the bonds
issued or to be issued under this Indenture, and to make
the occurrence and continuance of a default in the
performance and observance of any of such additional
covenants a completed default permitting the enforcement
of any or all of the several remedies provided in this
Indenture; provided, however, that in respect of any such
additional covenant, such supplemental indenture may
provide for a particular period of grace after default
(which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an
immediate enforcement upon such default, or may limit the
remedies available to the Trustee upon such default;
(d) to modify any of the provisions of this
Indenture for the purpose of relieving the Company from
any of the obligations, conditions or restrictions herein
contained; provided, however, that, subject to the
provisions of Section 19.07, no such modification shall
be or become operative or effective, or in any manner
impair any of the rights of the bondholders or of the
Trustee, while any bonds of any series established prior
to the execution of such supplemental indenture shall
remain outstanding; and provided, further, that the
Trustee may in its uncontrolled discretion decline to
enter into any such supplemental indenture which, in its
opinion, may not afford adequate protection to the
Trustee when such supplemental indenture shall become
operative;
(e) to cure any ambiguity or correct or supplement
any inconsistent or defective provision contained herein
or in any indenture supplemental hereto;
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(f) to make such provision in regard to matters or
questions arising under this Indenture as may be
necessary or desirable and not inconsistent with any of
the provisions hereof;
(g) for any other purpose not inconsistent with the
provisions of this Indenture; or
(h) to modify any of the provisions of the
Indenture if, in the opinion of the Board of Directors,
such modification does not adversely affect the rights of
any bondholder.
Each supplemental indenture entered into pursuant to the
provisions of this Indenture shall conform to the provisions
of Sections 310 to 317, inclusive, and of Section 318(a) of
the Trust Indenture Act of 1939, and no supplemental indenture
so entered into shall eliminate, nor contain any provision in
contravention of, any provision of this Indenture which is
required to be included in an indenture to be qualified under
said Act by any of the provisions of said sections thereof.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 1. This Supplemental Indenture is executed by the
Company and the Trustee pursuant to provisions of Section 20.01 of
the Indenture and the terms and conditions hereof shall be deemed
to be a part of the terms and conditions of the Indenture for any
and all purposes. The Indenture, as heretofore supplemented and as
supplemented by this Supplemental Indenture, is in all respects
ratified and confirmed.
SECTION 2. This Supplemental Indenture shall bind and,
subject to the provisions of Article XVI of the Indenture, inure to
the benefit of the respective successors and assigns of the parties
hereto.
SECTION 3. This Supplemental Indenture may be simultaneously
executed in any number of counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but
one and the same instrument.
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IN WITNESS WHEREOF, Northern Illinois Gas Company has caused
this Supplemental Indenture to be executed in its name by its
President or a Vice President, and its corporate seal to be
hereunto affixed and attested by its Secretary or its Assistant
Secretary, and Harris Trust and Savings Bank, as Trustee under the
Indenture, has caused this Supplemental Indenture to be executed in
its name by one of its Vice Presidents, and its seal to be hereunto
affixed and attested by one of its Assistant Vice Presidents, all
as of the day and year first above written.
NORTHERN ILLINOIS GAS COMPANY
By
Vice President
ATTEST:
Assistant Secretary
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By
Vice President
ATTEST:
Assistant Vice President
