Exhibit 4(b)

________________________________________________________________

 

 

THE PEOPLES GAS LIGHT AND COKE COMPANY

to

U.S. BANK TRUST NATIONAL ASSOCIATION

Trustee

 

 

Supplemental Indenture

 

 

Dated as of March 1, 2000

 

 

 

First and Refunding Mortgage Multi-Modal Bonds, Series HH

 

 

________________________________________________________________

 

TABLE OF CONTENTS

 

 
 
 
 
Page
 
 
 
 
 
Parties
 
1
Recitals
 
 
 
Status of Mortgage
 
1
 
First and Refunding Mortgage Bonds issued and
 
 
 
 
Outstanding
 
2
 
Basis for issuance of $50,000,000 Series HH Bonds
 
2
 
Reservation of right to amend the Mortgage
 
2
 
Form of Series HH registered bond without coupons
 
3
 
Supplemental Indenture authorized by Directors
 
11

 
**ARTICLE I

FIRST AND REFUNDING MORTGAGE MULTI-MODAL BONDS,

SERIES HH**

Sec. 1: Designation, amount limited to
 
 
 
 
$50,000,000, maturity and interest rate
 
12
 
 
Place and medium of interest and principal payments
 
12
Sec. 2: Form of bonds
 
13
 
 
Denominations of registered bonds without coupons
 
13
 
 
Date of bonds
 
13
Sec. 3: Interdenominational exchanges of registered bonds
 
13
Sec. 4: Execution, authentication and issue of Series HH Bonds
 
14
Sec. 5: Redemption of Series HH Bonds by Company
 
14
Sec. 6: Notice of Redemption
 
16
Sec. 7: Legend on Series HH Bonds
 
17
Sec. 8:	Determination of Interest Rate Modes and Interest Rates; Adjustment of Interest Rate Modes
 
17
Sec. 9: Definitions
 
23
Sec. 10: Payments, notices and actions due on Saturdays, Sundays and holidays to take place on next succeeding Business Day
 
27
Sec. 11: Reservation of right to amend the Mortgage
 
27

 
**ARTICLE II

COVENANTS OF THE COMPANY**

Sec. 1: Company each year shall charge against income and place to credit of Depreciation Reserve Account the greater of $1,550,000 or 2.5% of the sum of the aggregate principal amount of all indebtedness of the Company secured by theMortgage and liens superior to the Mortgage
 
29
Company after issuing any Series HH Bonds shall not request the Trustee to:
 
 
 
Authenticate any bonds under Mortgage pursuant to Sections 2, 4 or 5 of Article III or pay cash to the Company pursuant to Section 6 of Article III on account of transactions effected prior to January 1, 1951
 
30
 
Authenticate any series of bonds or pay any moneys to Company on account of payment of any Refunding Mortgage 5% bonds on or after January 1, 1944
 
31
Company shall not request the Trustee to authenticate bonds of any series or to pay to the Company any cash deposited with or received by the Trustee, unless it delivers to the Trustee a certificate signed by the President or an Executive or otherVice President, or Chief Financial Officer and Treasurer or Assistant Treasurer containing specified information
 
31
Company shall not obtain authentication of bonds or payment of cash in excess of 75% of amount shown on such certificate
 
33
Explanation of terms--
 
 
 
Mortgage and Prior Lien Debt of Company
 
33
 
Net Earnings
 
34
 
Permanent Property
 
36
 
Original Cost
 
36
Company to furnish Trustee in connection with authentication of bonds pursuant to Section 5 of Article III or payment of cash pursuant to Section 6 of Article III or of Article IX of the Mortgage:
 
 
 
Opinion of counsel that Company has acquired good title to property
 
36
 
Certificate of President or any Executive or other Vice President or Chief Financial Officer and also by the Treasurer or an Assistant Treasurer certifying that the property involved is "permanent property"
 
36
Company shall not hereafter issue any bonds under any underlying mortgage
 
37
Company not to request Trustee to authenticate bonds or to pay to it cash on account of bonds purchased or redeemed through operation of, or bonds deposited in, the sinking funds provided for in supplemental indentures
 
37
In event of acquisition of substantially all properties subject to lien of Mortgage by federal, state or municipal authority, Company shall be deemed to have requested Trustee to redeem all bonds of all series under Mortgage
 
37
Classifying of "property replaced or retired"
 
38
If Company consolidates or merges with another corporation, successor must assume payment of principal and interest on all bonds outstanding under Mortgage
 
38
 
Sec. 2: After-acquired property shall be subject to lien of Mortgage
 
38
 
Sec. 3: Company to furnish certificates, mortgages, deeds, opinions of counsel to Trustee within sixty (60) days after acquiring land, plants or interests in lands or plants the aggregate cost of which shall equal or exceed $500,000
 
39
 
Sec. 4: Company covenants that upon cancellation of any "prior lien" it shall cause all cash or obligations held by trustee of such "prior lien" to be paid over to Trustee
 
41

 
**ARTICLE III

MISCELLANEOUS**
 
Sec. 1:	Trustee's Acceptance
 
41
 
Sec. 2:	Supplemental Indenture executed pursuant to Article XVI of Mortgage
 
41
 
Sec. 3: All covenants and conditions by or on behalf of Company to bind its successors and assigns
 
41
 
Sec. 4:	Supplemental Indenture to become effective only from time of its actual execution and delivery by the Company and Trustee
 
42
 
Execution in counterparts
 
42
 
Attestation clause
 
43
 
Signatures
 
43
 
Acknowledgment by Company
 
44
 
Acknowledgment by Trustee
 
45
 

	This Supplemental Indenture, dated as of March 1, 2000, made and entered into by and between THE PEOPLES GAS LIGHT AND COKE COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinaftercalled the "Company") and U.S. Bank Trust National Association (hereinafter called the "Trustee"), a corporation organized and existing under laws of the United States of America and successor to Illinois Merchants Trust Company, as trustee under theindenture of Chicago By-Product Coke Company to said Illinois Merchants Trust Company, as trustee, dated January 2, 1926,

WITNESSETH:

		WHEREAS, Chicago By-Product Coke Company, a corporation organized and existing under the laws of the State of Delaware, heretofore gave its mortgage in the form of an indenture (hereinafter called the "Original Mortgage") toIllinois Merchants Trust Company, as trustee, under date of the second day of January, 1926; and

	WHEREAS, the Company executed and delivered to said Illinois Merchants Trust Company, as trustee under the Original Mortgage, an indenture bearing date the first day of March, 1928, whereby, among other things, the Company assumedand agreed to pay the principal and interest of all bonds issued or to be issued under the Original Mortgage and secured thereby, and to perform and fulfill all of the terms, covenants, and conditions of the Original Mortgage binding upon said ChicagoBy-Product Coke Company, and in and by said indenture the Company subjected to the lien of the Original Mortgage, subject to the existing liens permitted by Section 2 of Article XIV of the Original Mortgage but with statements required by said Section 2with regard to such existing liens, all of the property then owned by the Company or thereafter acquired by it (excepting such of its property as the Company was by said Section 2 of Article XIV of the Original Mortgage expressly authorized to reservefrom the lien of the Original Mortgage); and

		WHEREAS, by virtue of all the things done as in the next preceding paragraph recited, the Company has become the successor corporation under the Original Mortgage, subject to all the terms, conditions and restrictions thereof; and

	WHEREAS, thereafter the Company has made, executed and delivered other indentures supplemental to the Original Mortgage, of which the indentures supplemental to the Original Mortgage delivered to U.S. Bank Trust NationalAssociation, as Trustee, successor to Illinois Merchants Trust Company, as Trustee under the Original Mortgage, dated, respectively, May 20, 1936, March 10, 1950, as of June 1, 1951, as of August 15, 1967, as of September 15, 1970, as of June 1,1984, as of June 1, 1984, as of October 1, 1984, as of March 1, 1985, as of March 1, 1985, as of March 1, 1985, as of March 1, 1985, as of May 1, 1990, as of April 1, 1993, as of December 1, 1993, as of December 1, 1993 and as of June 1, 1995 arewholly or partially in full force and effect (said Original Mortgage, and said Indenture dated March 1, 1928, as so supplemented and amended, being collectively called the "Mortgage", and said Mortgage, as supplemented by this Supplemental Indenture,being collectively called the "Mortgage as supplemented"); and

		WHEREAS, all bonds which have heretofore been issued and outstanding under the Mortgage have been retired and cancelled, except that as of March 1, 2000, there were bonds of the following series outstanding in the aggregateprincipal amounts indicated below:

 
 
Aggregate
Bonds
Due Date
Principal Amount
 
 
 
Series X
March 1, 2015
$50,000,000
Series Y
March 1, 2015
$50,000,000
Series Z
March 1, 2015
$50,000,000
Series AA
March 1, 2015
$50,000,000
Series BB
May 1, 2020
$75,000,000
Series CC
May 1, 2003
$75,000,000
Series DD
December 1, 2023
$75,000,000
Series EE
December 1, 2023
$27,000,000
Series FF
June 1, 2025
$50,000,000
Series GG
March 1, 2030
$50,000,000
and;

		WHEREAS, it is provided in Article III of the Mortgage that bonds of any series may from time to time be issued by the Company under the Mortgage in a principal amount equal to 75% of expenditures made for the acquisition ofany permanent property as defined in the mortgage or upon the deposit of cash with the Trustee equal to the aggregate principal amount of bonds whose authentication and delivery is then applied for; and

		WHEREAS, the Company has duly determined to create an additional series of its bonds to be issued under the Mortgage as supplemented designated "The Peoples Gas Light and Coke Company First and Refunding Mortgage Multi-ModalBonds, Series HH" (herein sometimes referred to as "bonds of Series HH") and to issue an aggregate of $50,000,000 principal amount of said bonds all of which bonds shall be fully registered without coupons; and

		WHEREAS, the Company desires to reserve the right to amend the Mortgage without any consent or other action by holders of the bonds of Series HH or any subsequent series, to provide that the Mortgage, the rights and obligationsof the Company and the rights of the bondholders may be modified with the consent of the holders of not less than 60% in aggregate principal amount of the bonds adversely affected; provided, however, that no modification shall (1) extend the time, orreduce the amount, of any payment on any bond, without the consent of the holder of each bond so affected, (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Mortgage, without the consent of theholders of all bonds then outstanding, or (3) reduce the above percentage of the aggregate principal amount of bonds the holders of which are required to approve any such modification without the consent of the holders of all bonds then outstanding; and

		WHEREAS, the form of registered bond of Series HH and the form of the Trustee's Certificate to appear on all bonds of Series HH shall be substantially as follows:

 

(Form of Series HH Registered Bond Without Coupons)

No. R . . . . . . . . 
$. . . . . . . 

 

THE PEOPLES GAS LIGHT AND COKE COMPANY

FIRST AND REFUNDING MORTGAGE MULTI-MODAL BOND,

SERIES HH

DUE March 1, 2030

	THE PEOPLES GAS LIGHT AND COKE COMPANY, an Illinois corporation (hereinafter called the "Company"), for value received, hereby promises to pay to. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., or registered assigns on March 1, 2030, unless this Bond shall have been called for redemption and payment of the redemption price shall have been duly made or provided for in accordance with the hereinafter described Mortgage, theprincipal sum of . . . . . . . . . . . . . . . Dollars ($__________), and to pay interest on the balance of said principal sum from time to time remaining unpaid until payment of said principal amount has been made or duly provided for, at the rates andon the dates determined as described herein and in the Supplemental Indenture (as hereinafter defined), unless this Bond is authenticated on a date to which interest has been paid, in which event this Bond shall bear interest from such date, or unless nointerest has been paid on this Bond, in which event this Bond shall bear interest from March 1, 2000, as described in the Supplemental Indenture payable at or before 9:00 a.m., Chicago time, on the dates determined as described herein and in theSupplemental Indenture, until payment in full of such principal sum. Interest shall also accrue on any overdue principal, premium, if any, and (to the extent that such interest shall be legally enforceable) on any overdue installment of interest untilpaid at the same rate of interest borne by this Bond for the applicable period that such principal, premium, if any, or interest, as the case may be, is overdue. The interest so payable on any Interest Payment Date (as hereinafter defined) will, subjectto certain exceptions provided in the Mortgage, be paid to the person who is the registered owner of this Bond at the close of business on the applicable Record Date (as hereinafter defined) next preceding such Interest Payment Date. Principal of,premium, if any, and interest on this Bond shall be payable in lawful money of the United States of America at the principal corporate office or agency of the Company in Chicago, Illinois.

		This Bond is one of the First and Refunding Mortgage Bonds of the Company, all issued and to be issued in series, from time to time, under and in accordance with and, irrespective of the time of issue or of the series in whichissued or the designation thereof, equally secured by an Indenture, dated the second day of January, 1926, executed by Chicago By-Product Coke Company, a Delaware corporation, to Illinois Merchants Trust Company, as trustee, and recorded on January 19,1926, as Document No. 9154395 in Book 22219 of Records, at page 283, in the Recorder's Office of Cook County, Illinois, which Indenture was assumed by the Company as a successor corporation, as defined therein, by an indenture, dated the first day ofMarch, 1928, executed by the Company to said trustee, and recorded on April 7, 1928, as Document No. 9980547 in Book 25701 of Records, at page 599, in the Recorder's Office of Cook County, Illinois, and has heretofore been, and from time to time hereaftermay be, amended and supplemented by indentures supplemental thereto, including the Supplemental Indenture dated as of March 1, 2000 relating to the hereinafter described Series HH Bonds (the "Supplemental Indenture"). Unless otherwise defined herein, allcapitalized terms used herein shall have the meanings ascribed thereto in the Supplemental Indenture. The word "Mortgage", as used in this Bond, shall mean said Indenture, as amended and supplemented from time to time by indentures supplemental thereto,including the Supplemental Indenture. The word "Company", as used in this Bond, shall be construed to include any successor corporation, as defined in the Mortgage. The word "Trustee", as used in this Bond, shall be construed to mean and include U.S. BankTrust National Association (successor to Illinois Merchants Trust Company), as trustee under the Mortgage, and any successor trustee thereunder. Reference is hereby made to the Mortgage and all indentures supplemental thereto for a description of theproperty mortgaged and pledged (except that certain parcels described in the Mortgage and in said supplemental indentures have been released from the lien of the Mortgage pursuant to the terms thereof), the nature and extent of the security and the termsand conditions governing the issuance and security of the bonds issued or to be issued under the Mortgage. As provided in the Mortgage, the bonds may be for various principal sums, are issuable in series, may bear interest at different rates and mayotherwise vary as provided therein. This Bond is one of the series of such First and Refunding Mortgage Bonds designated as "The Peoples Gas Light and Coke Company First and Refunding Mortgage Multi-Modal Bonds, Series HH", hereinafter called the "SeriesHH Bonds".

	In the manner provided and subject to the provisions of the Supplemental Indenture, the term of the Series HH Bonds will be divided into consecutive Interest Rate Modes during each of which the Series HH Bonds shall bear interestat either a Daily Rate, a Weekly Rate, a Quarterly Rate, a Semiannual Rate, a Term Rate or a Flexible Rate, each of which shall be determined in the manner provided in the Supplemental Indenture. In no event shall the interest rate on any Series HH Bondbe greater than the Maximum Rate (as hereinafter defined).

	Interest shall be computed (1) during a Semiannual Rate Mode or in the case of a Term Rate Period, on the basis of a 360-day year consisting of twelve 30-day months, and (2) during any other Interest Rate Mode, on thebasis of a 365 or 366-day year, as appropriate, and the actual number of days elapsed.

	As provided in the Supplemental Indenture, the Company may from time to time elect to exercise its option to designate an Interest Rate Mode of a type other than the then current Interest Rate Mode. The Company shall evidence suchelection by notifying the City, the Revenue Bond Trustee and the Remarketing Agent of such election not later than the time specified in the Supplemental Indenture for the respective Interest Rate Mode selected. Such notice shall (i) specify the effectivedate of the adjustment to the Interest Rate Mode so designated, and (ii) with respect to certain adjustments to the Interest Rate Mode described in the Supplemental Indenture, be accompanied by an opinion of Bond Counsel to the effect that such adjustmentin the Interest Rate Mode is authorized or permitted by the Revenue Bond Indenture and that such adjustment will not adversely affect the exclusion of the interest on the Chicago Revenue Bonds from federal gross income. Upon any such designation of anInterest Rate Mode by the Company, such Interest Rate Mode shall continue as so designated until such time as the Company shall elect to again designate an Interest Rate Mode except as provided in the Supplemental Indenture and except that the finalinterest rate period shall terminate on the day immediately preceding March 1, 2030 .

	The term "Interest Payment Date" means (i) during a Daily Rate Mode or Weekly Rate Mode, the first Business Day of each calendar month, (ii) during a Quarterly Rate Mode, the first Business Day of the third calendar monthfollowing the effective date of such Quarterly Rate Mode, and the first Business Day of each third month thereafter, (iii) during a Semiannual Rate Mode or Term Rate Period, the first day of the sixth calendar month following the effective date ofsuch Semiannual Rate Mode or Term Rate Period, as applicable, and the first day of each successive sixth calendar month thereafter, (iv) with respect to any Flexible Segment, the Business Day next succeeding the last day thereof and (v) withrespect to each particular Interest Rate Mode, the day next succeeding the last day thereof.

	The term "Record Date" means with respect to any Interest Payment Date during a Daily Rate, Weekly Rate or Quarterly Rate Mode, or with respect to a Flexible Segment, the Business Day next preceding such Interest Payment Date and,with respect to any Interest Payment Date during a Semiannual Rate Mode or a Term Rate Period, the fifteenth day of the calendar month next preceding such Interest Payment Date.

	The term "Maximum Rate" means the lesser of 14% per annum or the maximum rate permitted by law.

	The Series HH Bonds shall be deliverable in the form of registered Bonds without coupons in the denominations of $5,000 and any integral multiple thereof during any Semiannual Rate Mode or Term Rate Mode; in the denominations of$100,000 and any integral multiple thereof during any Daily, Weekly or Quarterly Rate Mode; and in the denominations of $100,000 and any integral multiple of $5,000 in excess of $100,00 during any Flexible Rate Mode

	The Company has appointed a Remarketing Agent pursuant to the terms of the Revenue Bond Indenture. The Company may remove or replace the Remarketing Agent. The determination of each Daily Rate, Weekly Rate, Quarterly Rate,Semiannual Rate and Term Rate and each Flexible Segment and Flexible Rate by the Remarketing Agent shall be conclusive and binding upon the Trustee, the Company and the owners of the Series HH Bonds. The Revenue Bond Trustee shall provide the Trustee withnotice of each Daily Rate, Weekly Rate, Quarterly Rate, Semiannual Rate and Term Rate and each Flexible Segment and Flexible Rate as provided in the Supplemental Indenture.

		As more fully described in the Supplemental Indenture, the Company reserves the right, without any consent or other action by holders of the Series HH Bonds or the bonds of any subsequent series, to amend the Mortgage toprovide that the Mortgage, the rights and obligations of the Company and the rights of the bondholders may be modified with the consent of the holders of not less than 60% in aggregate principal amount of the bonds adversely affected; provided, however,that no modification shall (1) extend the time, or reduce the amount, of any payment on any bond, without the consent of the holder of each bond so affected, (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with thelien of the Mortgage, without the consent of the holders of all bonds then outstanding, or (3) reduce the above percentage of the principal amount of bonds the holders of which are required to approve any such modification without the consent of theholders of all bonds then outstanding.

		On any Business Day during a Daily Rate Mode, a Weekly Rate Mode or a Quarterly Rate Mode, and on the day next succeeding the last day of each such Interest Rate Mode, the Series HH Bonds shall be subject to optional redemptionby the Company, in whole or in part, at 100% of the principal amount thereof, plus accrued interest, if any, to the redemption date.

		On the day next succeeding the last day of any Flexible Segment with respect to any Series HH Bond (or portion of the principal amount thereof, in the event Chicago Revenue Bonds of different Flexible Segments shall apply tothe same Series HH Bond), such bond (or portion thereof, as the case may be) shall be subject to optional redemption by the Company, in whole or in part, at 100% of the principal amount thereof.

		On the day next succeeding the last day of any Semiannual Rate Period, the Series HH Bonds shall be subject to optional redemption by the Company, in whole or in part, at 100% of the principal amount thereof.

		During any Term Rate Period, and on the day next succeeding the last day of such Term Rate Period, the Bonds shall be subject to optional redemption by the Company, during the periods specified below, in whole at any time or inpart from time to time on any Interest Payment Date, at the redemption prices (expressed as percentages of principal amount) hereinafter indicated plus accrued interest, if any, to the redemption date:

Length of Term Rate Period