exh411t.htm


    Exhibit 4.11

    
 

    This instrument
prepared by and

    after
recording should be mailed to:

     

     

    Wayne F.
Osoba

    Foley & Lardner
LLP

    321
North Clark Street

    Suite
2800

    Chicago,
IL  60654-5313

     

    


    
      	
               

               

              The Peoples
      Gas Light and Coke Company

               

               

              to

               

               

              U.S.
      Bank National Association

              Trustee

               

               

              Supplemental
      Indenture

               

               

              Dated as of
      November 1, 2008

               

               

              First and
      Refunding Mortgage 8.00% Bonds, Series TT

               

               

            


    

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Table
of Contents

     

    
    

     

    
      	 	 	 	
              Page

            
	 	 	 	 
	ARTICLE I FIRST AND
      REFUNDING MORTGAGE 8.00% BONDS, SERIES TT	
               10

            
	 	Section
      1.	 Designation,
      Maturity and Interest Rate of Bonds	 10
	 	Section 2.	 Issuance
      of Bonds	 10
	 	Section 3.	 Exchanges
      of Bonds	 11
	 	Section 4.	 Execution
      and Authentication of Bonds	 11
	 	Section 5.	 Redemption
      of Bonds by Company	 12
	 	Section 6.	 Notice
      of Redemption	 14
	 	Section 7.	 Form
      of Bonds	 15
	 	Section 8.	 Definitions	
               15

            
	 	Section 9.	 Date
      of Payments	 17
	 	Section 10.	 Reservation
      of Right to Amend Mortgage	
               17

            
	 	Section 11.	 Private
      Placement of Bonds	
               19

            
	
               

            	Section 12.	 Private
      Placement Legend	
               19

            
	 	 	 	 
	ARTICLE II COVENANTS OF
      THE COMPANY	
               19

            
	 	Section
      1.	 Covenants
      of Company under Indenture	
               19

            
	 	Section
      2.	 After-Acquired
      Property Subject to Mortgage	
               28

            
	 	Section
      3.	 Documents
      to Furnish Upon Acquisition of Land	
               28

            
	 	Section
      4.	 Discharge
      of Prior Liens	
               30

            
	 	 	 	 
	ARTICLE III
      MISCELLANEOUS	
               30

            
	 	Section 1. 	 Trustee's Acceptance	
               30

            
	 	Section
      2.	 Execution of Supplemental
      Indenture	
               30

            
	 	Section
      3.	 Assignment	
               31

            
	 	Section 4. 	 Effective Time of Supplemental
      Indenture	
               31

            
	 	Section
      5.	 Governing Law	
               31

            
	 	Section
      6.	 Counterparts	
               31

            


    

     

     

    
      
         
-i-

      

      
         


        
          

        

      

      
         


      

    


    This Supplemental
Indenture, dated as of November 1, 2008, made and entered into by and between
The Peoples Gas Light and Coke Company, a corporation organized and existing
under the laws of the State of Illinois (hereinafter called the “Company”) and U.S. Bank
National Association (hereinafter called the “Trustee”), a corporation
organized and existing under the laws of the United States of America and
successor to Illinois Merchants Trust Company, as trustee under the indenture of
Chicago By-Product Coke Company to said Illinois Merchants Trust Company, as
trustee, dated January 2, 1926.

     

    Witnesseth:

     

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

     

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

     

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

     

    Whereas, thereafter
the Company has made, executed and delivered other indentures supplemental to
the Original Mortgage, of which the indentures supplemental to the Original
Mortgage delivered to U.S. Bank National Association, as Trustee, successor to
Illinois Merchants Trust Company, as Trustee under the Original Mortgage, dated,
respectively, May 20, 1936, March 10, 1950, as of June 1, 1951,
as of August 15, 1967, as of September 15, 1970, as of March 1,
2000, as of February 1, 2003, as of February 1, 2003, as of
February 15, 2003, as of April 15, 2003, as of October 1, 2003,
as of October 1, 2003, as of November 1, 2003, as of January 1,
2005, and as of November 1, 2008 are wholly or partially in full force and
effect (said Original Mortgage, and said Indenture dated March 1, 1928, as
so supplemented and amended, being collectively called the “Mortgage”, and said Mortgage,
as supplemented by this Supplemental Indenture, being collectively called the
“Mortgage as
supplemented”); and

     

    Whereas, all bonds
which have heretofore been issued and outstanding under the Mortgage have been
retired and cancelled, except that as of November 1, 2008, there were bonds of
the following series outstanding in the aggregate principal amounts indicated
below:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Bonds

              	
                Due
      Date

              	
                Aggregate

                Principal
      Amount

              
	 
    	 
    	 
    
	
                Series
      HH

              	
                March 1,
      2030

              	
                $50,000,000

              
	
                Series
      KK

              	
                February 1,
      2033

              	
                $50,000,000

              
	
                Series
      LL

              	
                February 1,
      2033

              	
                $50,000,000

              
	
                Series
      MM-2

              	
                March 1,
      2010

              	
                $50,000,000

              
	
                Series
      NN-2

              	
                April 15,
      2013

              	
                $75,000,000

              
	
                Series
      OO

              	
                October 1,
      2037

              	
                $51,000,000

              
	
                Series
      PP

              	
                October 1,
      2037

              	
                $51,000,000

              
	
                Series
      QQ

              	
                November 1,
      2038

              	
                $75,000,000

              
	
                Series
      RR

              	
                June 1,
      2035

              	
                $50,000,000

              
	
                Series
      SS

              	
                November 1,
      2013

              	
                $45,000,000

              


      

    

    


    ; and

     

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

     

    Whereas, the
Company has duly determined to create an additional series of its bonds to be
issued under the Mortgage as supplemented designated “The Peoples Gas Light and
Coke Company First and Refunding Mortgage 8.00% Bonds, Series TT” (herein
sometimes referred to as “bonds of Series TT”) and to
issue an aggregate of $5,000,000 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 TT or any subsequent series,
to provide that the Mortgage, the rights and obligations of the Company and the
rights of the bondholders may be modified with the consent of the holders of not
less than 60% in aggregate principal amount of the bonds adversely affected;
provided, however, that
no modification shall (1) extend the maturity of any of the bonds of Series TT
or reduce the rate or extend the time of payment of interest thereon, or reduce
the amount of principal thereof (or with respect to the bonds of Series TT
change the amount or time of any prepayment or payment of principal or of any
payment of interest or reduce the rate of interest or change the method of
computation of interest or of the Make-Whole Amount), or reduce the Make-Whole
Amount, if any, payable on redemption thereof or change the coin or currency in
which any bond or interest thereon or Make-Whole Amount, if any, is payable
without the consent of the holder of each bond so affected, (2) permit the
creation of any lien, not otherwise permitted, prior to or on a parity with the
lien of the Mortgage, without the consent of the holders of all bonds then
outstanding, or (3) reduce the above percentage of the aggregate principal
amount of bonds the holders of which are required to approve any such
modification without the consent of the holders of all bonds then outstanding;
and

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Whereas, the form
of registered bond of Series TT and the form of the Trustee’s Certificate to
appear on all bonds of Series TT shall be substantially as follows:

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (Form of Series TT
Registered Bond Without Coupons)

     

    THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF
ANY OTHER STATE.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.

    


    ICC Identification
No. 6204

    CUSIP:  711123
A#6

    


    No.
R_______                                                                                                                  $________

     

    The
Peoples Gas Light and Coke Company

     

    First
and Refunding Mortgage 8.00% Bonds,

     

    Series
TT

     

    Due
November 1, 2018

     

    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 November 1, 2018, unless this Bond shall have been called for
redemption and payment of the redemption price shall have been duly made or
provided for in accordance with the hereinafter described Mortgage, the
principal sum of __________ Dollars ($__________), and to pay interest on the
balance of said principal sum from time to time remaining unpaid until payment
of said principal amount has been made or duly provided for, at the rate of
Eight Per Cent (8.00% per annum) (calculated on the basis of a year of 360 days
consisting of twelve 30-day months), payable at or before 9:00 a.m., Chicago
time, on May 1 and November 1 of each year, commencing May 1, 2009 until payment
in full of such principal sum on November 1, 2018.  With respect to
the initial interest period ending on May 1, 2009, interest shall accrue from
November 3, 2008.  Interest shall also accrue on any overdue
principal, premium, if any, and (to the extent that such interest shall be
legally enforceable) on any overdue installment of interest until paid at the
Overdue Rate.  Overdue Rate shall mean the rate of interest that is
the greater of (i) 1% per annum above the rate of interest stated as the
coupon rate of the bonds of Series TT or (ii) 1% over the rate of
interest publicly announced by Citibank N.A. in New York, New York as its “base”
or “prime” rate.  The interest so payable on any interest payment date
will, subject to 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 next preceding such interest payment date (April 15
or October 15, as the case may be).  Subject to Section 9 of
that certain Bond Purchase Agreement dated as of November 3, 2008 (the
“Bond Purchase Agreement”) between the Company and the institutional investors
named in Schedule A thereto, principal of, Make-Whole Amount (as
hereinafter defined), 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.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    This Bond is one of
the First and Refunding Mortgage 8.00% Bonds, Series TT, due November 1,
2018 (the “bonds of
Series TT”) of the Company, all issued and to be issued in a single
series, from time to time, under and in accordance with and, irrespective of the
time of issue or of such series in which issued or the designation thereof,
equally secured by an Indenture, dated the second day of January, 1926, executed
by Chicago By-Product Coke Company, a Delaware corporation, to Illinois
Merchants Trust Company, as trustee, and recorded on January 19, 1926, as
Document No. 9154395 in Book 22219 of Records, at page 283, in the
Recorder’s Office of Cook County, Illinois, which Indenture was assumed by the
Company as a successor corporation, as defined therein, by an indenture, dated
the first day of March, 1928, executed by the Company to said trustee, and
recorded on April 7, 1928, as Document No. 9980547 in Book 25701 of
Records, at page 599, in the Recorder’s Office of Cook County, Illinois, and has
heretofore been, and from time to time hereafter may be, amended and
supplemented by indentures supplemental thereto, including the Supplemental
Indenture dated as of November 1, 2008 relating to the hereinafter described
bonds of Series TT (the “Supplemental
Indenture”).  Unless otherwise defined herein, all capitalized
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. Bank 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 the property mortgaged and pledged (except that certain parcels
described in the Mortgage and in said supplemental indentures have been released
from the lien of the Mortgage pursuant to the terms thereof), the nature and
extent of the security and the terms and conditions governing the issuance and
security of the bonds issued or to be issued under the Mortgage.  As
provided in the Mortgage, the bonds may be for various principal sums, are
issuable in series, may bear interest at different rates and may otherwise vary
as provided therein.  This Bond is one of the series of such First and
Refunding Mortgage Bonds designated as “The Peoples Gas Light and Coke Company
First and Refunding Mortgage 8.00% Bonds, Series TT”, hereinafter called the
“Series TT Bonds”.

     

    The bonds of Series
TT shall be deliverable in the form of registered Bonds without coupon in the
denomination of $100,000 and any integral multiple thereof.

     

    As more fully
described in the Supplemental Indenture, the Company reserves the right, without
any consent or other action by holders of the Series TT Bonds or the bonds of
any subsequent series, to amend the Mortgage to provide that the Mortgage, the
rights and obligations of the Company and the rights of the bondholders may be
modified with the consent of the holders of not less than 60% in aggregate
principal amount of the bonds adversely affected; provided, however, that no
modification shall (1) extend the maturity of any of the Series TT Bonds or
reduce the rate or extend the time of payment of interest thereon, or reduce the
amount of principal thereof (or with respect to the Series TT Bonds change the
amount or time of any prepayment or payment of principal or of any payment of
interest or reduce the rate of interest or change the method of computation of
interest or of the Make-Whole Amount), or reduce the Make-Whole Amount, if any,
payable on redemption thereof or change the coin or

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    currency in which
any bond or interest thereon or Make-Whole Amount, if any, is payable without
the consent of the holder of each bond so affected or, (2) permit the creation
of any lien, not otherwise permitted, prior to or on a parity with the lien of
the Mortgage, without the consent of the holders of all bonds then outstanding,
or (3) reduce the above percentage of the principal amount of bonds the holders
of which are required to approve any such modification without the consent of
the holders of all bonds then outstanding.

     

    The Series TT Bonds
are subject to optional redemption by the Company, in whole but not in part, at
any time, at a redemption price of 100% of the principal amount thereof, plus
accrued interest, if any, to the redemption date, upon the occurrence of certain
events described in the Supplemental Indenture (relating to unreasonable burdens
or excessive liabilities imposed upon the Company; changes in the economic
availability of raw materials, operating supplies, fuel or other energy sources
or supplies or technological or other changes rendering its property uneconomic;
or court order or decree preventing operations at its property or rendering the
continuation of its operations economically unfeasible).

     

    All of the
outstanding Series TT Bonds may be redeemed at any time by the Company, by the
payment of the principal amount thereof and accrued interest thereon to the date
of redemption, without the payment of any premium, in the event of the
acquisition by any federal, state or municipal authority of any substantial
portion (which shall be not less than one-third as determined by book values) of
the income-producing properties of the Company which are subject to the lien of
the Mortgage.

     

    All of the
outstanding bonds under the Mortgage shall be redeemed by the Company by the
payment of the respective applicable redemption price or prices and accrued
interest thereon to the date of redemption, without the payment of any premium,
in the event of the acquisition by any federal, state or municipal authority of
all or substantially all of the income-producing properties of the Company which
are subject to the lien of the Mortgage.

     

    The Company may, at
its option, upon notice as provided in the Supplemental Indenture, prepay at any
time all or from time to time, any part of the bonds of Series TT at 100%
of the principal amount so prepaid, and the Make-Whole Amount, determined in
accordance with Section 5(d)(i) of the Supplemental Indenture with respect
to such principal amount together with accrued and unpaid interest
thereon.  Reference is made to the Supplemental Indenture for the
terms and conditions of such prepayment and the definition of Make-Whole
Amount.

     

    Notice of any
redemption of the Series TT Bonds shall be given by mailing by first class mail,
postage prepaid, at least thirty (30) days and not more than sixty (60) days
prior, to the redemption date, to the holders of all such bonds to be redeemed
at their last addresses that shall appear upon the registry book, all as more
fully provided in the Mortgage.  Notice of redemption having been duly
given, the bonds called for redemption shall become due and payable upon the
redemption date and, if the redemption price shall have been deposited with the
Trustee, interest thereon shall cease to accrue on and after the redemption
date, and whenever the redemption price thereof shall have been deposited with
the Trustee and notice of redemption shall have been duly given or provision
therefore made, such bonds shall no longer be entitled to any lien or benefit of
the Mortgage.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    In case of certain
events of default specified in the Mortgage, the principal of all bonds issued
and outstanding thereunder may be declared or may become due and payable in the
manner and with the effect provided in the Mortgage.

     

    No recourse shall
be had for the payment of the principal of, Make-Whole Amount, if any, or
interest on this Bond, or for any claim based hereon, or otherwise in respect
hereof or of the Mortgage, to or against any incorporator, stockholder, director
or officer, past, present or future, of the Company, either directly or through
the Company, under any constitution or statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, directors and officers being released by the holder
hereof by the acceptance of this Bond, and being likewise waived and released by
the terms of the Mortgage.

     

    This Bond is
transferable by the registered holder hereof in person or by a duly authorized
attorney at the office or agency of the Company in the City of Chicago, State of
Illinois, upon surrender and cancellation of this Bond, and thereupon a new
registered bond or bonds, without coupons, of the same series and for the same
aggregate principal amount will be issued to the transferee in exchange
herefor.  In the manner provided in the Mortgage, registered Bonds
without coupons of this series may, at the option of the registered owner and
upon surrender at said office or agency of the Company, be exchanged for
registered Bonds without coupons of this series of the same aggregate principal
amount of other authorized denominations.

     

    The Company and the
Trustee and any paying agent may deem and treat the person in whose name this
Bond is registered as the absolute owner hereof for the purpose of receiving
payment and for all other purposes and neither the Company nor the Trustee nor
any paying agent shall be affected by any notice to the contrary.

     

    This Bond shall not
be entitled to any security or benefit under the Mortgage, and shall not become
valid or obligatory for any purpose, until this Bond shall have been
authenticated by the execution of the certificate, hereon endorsed, by the
Trustee or its successor in trust under the Mortgage.

     

    This Bond shall be
construed and enforced in accordance with, and the rights of the Company and the
holder of this Bond shall be governed by, the law of the State of Illinois,
excluding choice-of-law principles of such State that would permit the
application of the laws of a jurisdiction other than such State.

     

    In Witness Whereof,
the Company has caused this Bond to be executed in its name by its President,
Executive Vice President, Chief Financial Officer, Treasurer or a Vice President
manually or in facsimile, and has caused its corporate seal manually or in
facsimile to be hereto affixed, attested by the manual or facsimile signature of
its Secretary or of an Assistant Secretary.

     

    
      
        
          
            
              
                
                  
                    	
                            Dated:______________________                                    

                          	 
    	
                            The
      Peoples Gas Light and Coke Company

                          
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	
                            By:______________________                                                               

                          
	 
    	 
    	 
    


                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            
              
                	 
    	 
    	
                        Its:_____________________                                                         

                      
	 
    	 
    	 
    
	 
    	 
    	 
    
	
                        Attest:

                      	 
    	 
    
	 
    	 
    	 
    
	 
      _________________________________________	 
    	 
    
	 
      _________________________________________	 
    	 
    
	 
    	 
    	 
    


              

            

          

        

      

      



    

    (Form
of Trustee’s Certificate)

     

    This bond is one of
the bonds of the series designated, referred to and described in the
within-mentioned Mortgage.

     

    U.S.
Bank National Association

     

    By:_________________________________                                                                    

    Authorized
Officer


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Assignment

     

    For value received,
the undersigned hereby sell(s) and transfer(s) unto:

     

    Please Insert
Identifying Number of Assignee:                                                                                                                     

    
 ______________________________________________________________________________________________________________________

     

     ______________________________________________________________________________________________________________________

    (Please
print or typewrite name and address, including zip code of
assignee)

     

    the within Bond and
all rights thereunder, hereby irrevocably constituting and appointing
_______________ Attorney to transfer said Note on the books of the Trustee with
full power of substitution in the premises.

     

    
      
        	
                Dated:__________________                                                    

              	 
    	______________________________________________________________
	 
    	 
    	
                Notice: The
      signature to this Assignment must correspond with the name as written upon
      the face of the within instrument in every particular, without alteration
      or enlargement, or any changes
whatever.

              


      

    

    


    and

     

    Whereas, all acts
and things necessary to make the bonds of Series TT, when authenticated by the
Trustee and issued as in the Mortgage and in this Supplemental Indenture
provided, the valid, binding and legal obligations of the Company, entitled in
all respects to the security of the Mortgage, have been done and performed and
the creation, execution and delivery of this Supplemental Indenture have in all
respects been duly authorized by a resolution adopted by the Board of Directors
of the Company; and

     

    Whereas, the
Company has requested the Trustee, pursuant to the provisions of
Article XVI of the Mortgage, to enter into this Supplemental Indenture for
the purpose of supplementing the Mortgage as herein provided;

     

    Now, Therefore, it
is hereby covenanted, declared and agreed by and between the Company and the
Trustee, and its successor or successors in trust, as follows:

     

     

    Description
of Certain Property Subject to the Lien of the Mortgage

     

    The Company hereby
mortgages and conveys unto the Trustee, its successor or successors in trust,
the property described in Schedule A hereto attached and expressly made a
part hereof pursuant to the terms set forth in said
Schedule A.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ARTICLE
I

    FIRST
AND REFUNDING MORTGAGE 8.00% BONDS, SERIES TT

     

    Section 1.   Designation,
Maturity and Interest Rate of Bonds.  A new series of
bonds of the Company shall be issued under and secured by the Mortgage as
supplemented, which shall be designated as the Company’s “First and Refunding
Mortgage 8.00% Bonds, Series TT.”  The aggregate principal amount of
bonds of Series TT which may be executed by the Company and authenticated by the
Trustee shall be limited to $5,000,000 (exclusive of bonds authenticated and
delivered upon transfers pursuant to Section 3 of Article I hereof and Sections
2, 5, 11 and 12 of Article I of the Original Mortgage and delivered pursuant to
Section 3 of Article VI of the Original Mortgage as the same may relate to fully
registered bonds).  Bonds of Series TT all shall be registered bonds
without coupons, and shall be due and payable November 1, 2018.  All
bonds of Series TT shall bear interest from the date thereof (provided, however,
that with respect to the initial interest period ending on May 1, 2009, interest
shall accrue from November 3, 2008), payable at or before 9:00 a.m. Chicago
time on May 1 and November 1 in each year, commencing May 1, 2009, until the
principal thereof shall have become due and payable, at the rate of 8.00% per
annum and on any overdue principal and (to the extent that payment of such
interest is enforceable under the applicable law) on any overdue installment of
interest at the Overdue Rate, and shall be payable both as to principal and
interest, and as to Make-Whole Amount, if any, in coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts, at the office or agency of the Trustee in the City
of St. Paul, Minnesota.

     

    Subject to Section
9 of the Bond Purchase Agreement, so long as there is no existing default in the
payment of interest on the bonds of Series TT, the interest payable on any
interest payment date shall be to the person in whose name any bond of Series TT
is registered at the close of business on any record date with respect to any
interest payment date, and such person shall be entitled to receive the interest
payable on such interest payment date notwithstanding any transfer or exchange
of such bond of Series TT subsequent to the record date and on or prior to such
interest payment date, except as and to the extent the Company shall default in
the payment of the interest due on such interest payment date, in which case
such defaulted interest shall be paid to the person in whose name such bond of
Series TT is registered at the close of business on a subsequent record date,
which shall not be less than five (5) days prior to the date of payment of such
defaulted interest established by notice given by mail by or on behalf of the
Company to the person in whose name such bond of Series TT is then registered
and to the Trustee not less than ten (10) days preceding such subsequent record
date.

     

    The term “record
date” as used herein with respect to any interest payment date (May 1 or
November 1, as the case may be) shall mean the 15th day of
April or the 15th day of
October, as the case may be, next preceding such interest payment
day.

     

    As used in this
Section 1, the term “default in the payment of interest” means failure to pay
interest on the applicable interest payment date disregarding any period of
grace permitted by Article X of the Mortgage.

     

    Section 2.   Issuance of
Bonds.  Bonds of Series TT
may be issued only as registered bonds without coupons (hereinafter sometimes
referred to as “registered
bonds”), and they shall

     


    
      
         


      

      
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    be substantially in
the form hereinbefore recited.  They shall be issuable in
denominations which shall be multiples of $100,000 and any integral multiple
thereof and the execution by the Company of any bond of Series TT shall evidence
conclusively the due authorization of the denomination of such
bond.  Each registered bond of Series TT shall be dated as of the date
of the interest payment date on which interest was paid on other bonds of said
Series next preceding the date of issue of such registered bond, except that (i)
so long as  there is no existing default in the payment of interest
upon the bonds of Series TT, any bond of Series TT issued after the close of
business on any record date with respect to any interest payment date and prior
to such interest payment date shall be dated as of such interest payment date,
and (ii) any bond of Series TT issued on an interest payment date on which
interest on other bonds of Series TT was paid shall be dated as of the date of
issue and (iii) any bond of Series TT issued before the initial interest payment
date shall be dated November 1, 2008, the date of commencement of the first
interest period for the bonds of Series TT, unless (i) above is
applicable.

     

    The registered
owner of any bond of Series TT dated as of an interest payment date as provided
in (i) above shall, if the Company shall default in the payment of interest due
on such interest payment date and such default shall be continuing, be entitled
to exchange such bond for a bond or bonds of Series TT of the same aggregate
principal amount dated as of the interest payment date next preceding the
interest payment date first mentioned in this sentence, or, if the Company shall
default in the payment of interest on the first interest payment date for bonds
of Series TT, such owner shall be entitled to exchange such bond for a bond or
bonds of Series TT of the same aggregate principal amount dated as of November
1, 2008.  If the Trustee shall have knowledge at any time that any
registered owner of a bond of Series TT shall be entitled by the provision of
the next preceding sentence to exchange such bond, the Trustee shall within
thirty (30) days mail to such owner at the address of such owner appearing upon
the registry book, a notice informing such owner that such owner has such right
of exchange.

     

    Section 3.   Exchanges of
Bonds.  In the
manner prescribed in the Mortgage, the holder of a registered bond or bonds of
Series TT may, at the office or agency of the Trustee in the City of St. Paul,
State of Minnesota, surrender such bond or bonds in exchange for a like
aggregate principal amount of one or more registered bonds of Series TT of any
authorized denomination or denominations.

     

    No charge will be
made by the Company to the registered owner of a bond of Series TT for the
transfer thereof or for the exchange thereof for bonds of Series TT of other
authorized denominations, except, in the case of transfer, a charge sufficient
to reimburse the Company for any stamp or other tax or governmental charge
required to be paid by the Company or the Trustee.

     

    Section 4.   Execution and
Authentication of Bonds.  All
bonds of Series TT shall be executed on behalf of the Company by the manual
signature of its President or the Executive Vice President or the Chief
Financial Officer or the Treasurer or a Vice President and shall have affixed
thereon the manual seal of the Company attested by the manual signature of its
Secretary or one of its Assistant Secretaries and be authenticated by the
execution by the Trustee of the certificate endorsed on said bonds, and said
bonds shall be issued from time to time, as the Board of Directors of the
Company may determine, but in accordance with the terms,
provisions,

     


    
      
         


      

      
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    conditions and
restrictions set forth in the Mortgage and in this Supplemental
Indenture.  The definitive bonds of Series TT may be issued in
typewritten or printed form.

     

    Section 5. Redemption of Bonds by
Company.

     

    (a) The bonds of Series
TT are subject to optional redemption by the Company, in whole but not in part,
at any time, at a redemption price of 100% of the principal amount thereof plus
accrued interest, if any, to the redemption date, if any of the following shall
have occurred and if within one hundred and eighty (180) days following said
occurrence the Company files written notice with the Trustee and directs that
the bonds of Series TT are to be redeemed:

     

    (i) if, in the
reasonable judgment of the Company’s Board of Directors, unreasonable burdens or
excessive liabilities shall have been imposed upon the Company with respect to
its property or the operation thereof, including, without limitation, federal,
state or other ad
valorem property, income or other taxes, other than ad valorem taxes presently
levied upon privately owned property used for the same general purposes as its
property; or

     

    (ii) if changes in the
economic availability of raw materials, operating supplies, fuel or other energy
sources or supplies, or facilities necessary for the operation of the Company’s
property or such technological or other changes shall have occurred which, in
the reasonable judgment of the Company’s Board of Directors, render its property
uneconomic for such purposes; or

     

    (iii) any court or
administrative body shall enter an order or decree preventing operations at the
Company’s business for six consecutive months; or

     

    (iv) any court or
administrative agency shall issue an order, decree or regulation the compliance
with which would, in the reasonable opinion of the Board of Directors of the
Company, render the continuation of its operations economically
unfeasible.

     

    (b) All of the
outstanding bonds of Series TT may be redeemed at any time by the Company, by
the payment of the principal amount thereof and accrued interest thereon to the
date of redemption, without the payment of any premium, in the event of the
acquisition by any federal, state or municipal authority of any substantial
portion (which shall be not less than one-third as determined by book values) of
the income-producing properties of the Company which are subject to the lien of
the Mortgage.

     

    (c) In the event of the
acquisition at any time by any federal, state or municipal authority of all or
substantially all of the income-producing properties of the Company which are
subject to the lien of the Mortgage, the Company shall be deemed to have elected
to redeem and to have requested the Trustee to redeem all the bonds of all
series at the respective applicable redemption price or prices (together with
accrued interest to the date of redemption), without the payment of any premium,
on a date determined by the Trustee in its discretion to be the earliest
practicable redemption date after receipt by the Trustee of all cash which the
Trustee is entitled to receive in respect

     


    
      
         


      

      
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    of such acquisition
by such federal, state or municipal authority.  If the cash so
received by the Trustee and all other cash then held by the Trustee as such,
except funds held in trust for the benefit of the holders of particular bonds
and coupons, is not sufficient to effect the redemption of all the bonds of all
series as aforesaid and to pay all amounts owing to the Trustee under the
Mortgage as supplemented (including fees and expenses to be incurred by the
Trustee in connection with such redemption), the Company covenants and agrees
that, within five (5) days after receipt by the Trustee of all cash which the
Trustee is entitled to receive as aforesaid in respect of such acquisition, the
Company will deposit with the Trustee for that purpose cash in an amount
sufficient to make up such deficiency.

     

    Upon receipt by the
Trustee of moneys sufficient for said purposes, notice of such redemption shall
be given by the Trustee for and on behalf and in the name of the
Company.  To the extent that such cash received, held and deposited as
aforesaid shall be required for the purpose of redeeming bonds pursuant to this
Section 5(c), the Company shall be deemed to have directed the Trustee to apply
the same for the purpose, and the balance, if any, after payment of all said
amounts owing to the Trustee, shall be paid to or upon the order of the
Company.

     

    (d) (i) The Company
may, at its option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the bonds of Series TT, in an amount not
less than 10% of the aggregate principal amount of the bonds of Series TT
then outstanding in the case of a partial prepayment, at 100% of the principal
amount so prepaid, together with interest accrued and unpaid thereon to the date
of such prepayment, and the Make-Whole Amount determined for the prepayment date
with respect to such principal amount.  The Company will give each
holder of bonds of Series TT written notice of each optional prepayment
under this Section 5(d)(i) not less than 30 days and not more than 60 days
prior to the date fixed for such prepayment.  Each such notice shall
specify such date (which shall be a Business Day), the aggregate principal
amount of the bonds of Series TT to be prepaid on such date, the principal
amount of each bond of Series TT held by such holder to be prepaid
(determined in accordance with Section 5(d)(ii)), and the interest to be
paid on the prepayment date with respect to such principal amount being prepaid,
and shall be accompanied by a certificate of a Senior Financial Officer as to
the estimated Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the prepayment),
setting forth the details of such computation.  Two Business Days
prior to such prepayment, the Company shall deliver to each holder of bonds of
Series TT a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment
date.

     

    (ii)           In
the case of each partial prepayment of the bonds of Series TT pursuant to
Section 5(d)(i), the principal amount of the bonds of Series TT to be
prepaid shall be allocated among all of the bonds of Series TT at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.

     


    
      
         


      

      
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    (iii)           In
the case of each prepayment of bonds of Series TT pursuant to
Section 5(d)(i), the principal amount of each bond of Series TT to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment (which shall be a Business Day), together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any.  From and after such date, unless the Company shall fail to pay
such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any bond of Series TT paid or prepaid in full
shall be surrendered to the Company and cancelled and shall not be reissued, and
no bond of Series TT shall be issued in lieu of any prepaid principal
amount of any bond of Series TT.

     

    (iv)           The
Company will not and will not permit any Affiliate to purchase, redeem, prepay
or otherwise acquire, directly or indirectly, any of the outstanding bonds of
Series TT except (1) upon the payment or prepayment of the bonds of
Series TT in accordance with the terms of this Supplemental Indenture and
the bonds of Series TT or (2) pursuant to an offer to purchase made by
the Company or an Affiliate pro rata to the holders of all bonds of
Series TT at the time outstanding upon the same terms and
conditions.  Any such offer shall provide each holder with sufficient
information to enable it to make an informed decision with respect to such
offer, and shall remain open for at least 15 Business Days.  If the
holders of more than 10% of the principal amount of the bonds of Series TT
then outstanding accept such offer, the Company shall promptly notify the
remaining holders of such fact and the expiration date for the acceptance by
holders of bonds of Series TT of such offer shall be extended by the number
of days necessary to give each such remaining holder at least 5 Business Days
from its receipt of such notice to accept such offer.  The Company
will promptly cancel all bonds of Series TT acquired by it or any Affiliate
pursuant to any payment, prepayment or purchase of bonds of Series TT
pursuant to any provision of this Supplemental Indenture and no bonds of
Series TT may be issued in substitution or exchange for any such bonds of
Series TT.

     

    Section 6.   Notice of
Redemption.  If
bonds of Series TT are to be redeemed as provided in Section 5(a),(b) or (c) of
this Article I, notice of redemption shall be mailed by or on behalf of the
Company, postage prepaid, at least thirty (30) days and not more than sixty (60)
days prior to such date of redemption, to the registered owners of all bonds of
Series TT to be so redeemed, at their respective addresses appearing upon the
registry book and in the manner provided in Section 13 of the Bond Purchase
Agreement.  Any notice which is mailed as herein provided shall be
conclusively presumed to have been properly and sufficiently given on the date
of such mailing, whether or not the holder receives the notice.  In
any case, failure to give due notice by mail, or any defect in the notice, to
the registered owners of any bonds of Series TT designated for redemption as a
whole or in part, shall not affect the validity of the proceedings for the
redemption of any other bond of Series TT.  In case of any redemption
of bonds of Series TT by the Trustee pursuant to the provisions of the Mortgage
or any indenture supplemental thereto, notice of redemption shall be given in a
similar manner by the Trustee.

     

    Except as provided
above, the provisions of Article VI of the Mortgage shall in all respects apply
to any such redemption.

     


    
      
         


      

      
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    Section 7.  Form of
Bonds.  Bonds of Series TT
will be substantially in the form recited above.  Bonds of Series TT
shall bear a private placement legend.

     

    Section 8.  
Definitions.  In this
Supplemental Indenture, the following terms shall have the meanings specified in
this Section 8, unless the context otherwise requires:

     

    “Affiliate” shall have the
meaning assigned thereto in the Bond Purchase Agreement.

     

    “Business Day” means any day
which is not a Sunday or a legal holiday or a day (including Saturday) on which
banking institutions in Chicago, Illinois, in New York, New York, and in the
city where the principal office of the Trustee is located are not required or
authorized to remain closed and other than a day on which the New York Stock
Exchange is not closed.

     

    “Bond Purchase Agreement”
means that certain Bond Purchase Agreement dated as of November 3, 2008
between the Company and the Institutional Investors named on Schedule A
thereto, under and pursuant to which the bonds of Series TT were issued, as
the same may from time to time be amended or supplemented.

     

    “Code” means the Internal
Revenue Code of 1986, as amended, and all regulations promulgated
thereunder.

     

    “Institutional Investor” shall
have the meaning assigned thereto in the Bond Purchase Agreement.

     

    “Make-Whole Amount” means,
with respect to any bond of Series TT, an amount equal to the excess, if
any, of the Discounted Value of the Remaining Scheduled Payments with respect to
the Called Principal of such bond over the amount of such Called Principal;
provided that the Make-Whole Amount may in no event be less than
zero.  For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

     

    “Called Principal” means, with
respect to any bonds of Series TT, the principal of such bond of
Series TT that is to be prepaid pursuant to
Section 5(d)(i).

     

    “Discounted Value” means, with
respect to the Called Principal of any bond of Series TT, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such
Called Principal from their respective scheduled due dates to the Settlement
Date with respect to such Called Principal, in accordance with accepted
financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on the bond of Series TT is payable) equal to the
Reinvestment Yield with respect to such Called Principal.

     

    “Reinvestment Yield” means,
with respect to the Called Principal of any bond of Series TT, 0.50% (50
basis points) over the yield to maturity implied by (i) the yields reported as
of 10:00 a.m. (New York City time) on the second

     


    
      
         


      

      
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    Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display as may replace Page PX1)
on Bloomberg Financial Markets for the most recently issued actively traded on
the run U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or
(ii) if such yields are not reported as of such time or the yields reported
as of such time are not ascertainable (including by way of interpolation), the
Treasury Constant Maturity Series Yields reported, for the latest day for which
such yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (or any comparable successor publication) for U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date.  In the case
of each determination under clause (i) or clause (ii), as the case may
be, of the preceding paragraph, such implied yield will be determined, if
necessary, by (a) converting U.S. Treasury bill quotations to
bond-equivalent yields in accordance with accepted financial practice and
(b) interpolating linearly between (1) the applicable U.S. Treasury
security with the maturity closest to and greater than such Remaining Average
Life and (2) the applicable U.S. Treasury security with the maturity
closest to and less than such Remaining Average Life.  The
Reinvestment Yield shall be rounded to the number of decimal places as appears
in the interest rate of the applicable bond of Series TT.

     

    “Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (a) such Called
Principal into (b) the sum of the products obtained by multiplying
(i) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (ii) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

     

    “Remaining Scheduled Payments”
means, with respect to the Called Principal of any bond of Series TT, all
payments of such Called Principal and interest thereon that would be due after
the Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date; provided that if
such Settlement Date is not a date on which interest payments are due to be made
under the terms of the bonds of Series TT, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 5(d).

     

    “Settlement Date” means, with
respect to the Called Principal of any bond of Series TT, the date on which
such Called Principal is to be prepaid pursuant to
Section 5(d).

     


    
      
         


      

      
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    “Overdue Rate” means that rate
of interest that is the greater of (i) 1% per annum above the rate of
interest stated in clause (a) of the first paragraph of the bonds of
Series TT or (ii) 1% over the rate of interest publicly announced by
Citibank N.A. in New York, New York as its “base” or “prime” rate.

     

    “Maturity Date” means November
1, 2018.

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “Senior Financial Officer”
shall have the meaning assigned thereto in the Bond Purchase
Agreement.

     

    Section 9.   Date of
Payments.  In any
case where the date of maturity of interest of the bonds of Series TT or the
date fixed for redemption of any bonds of Series TT shall be in the location of
the designated corporate trust office of the Trustee on a day other than a
Business Day, then payment of interest or principal (and Make-Whole Amount, if
any) need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on the date fixed for
redemption, and no interest shall accrue for the period after such date; provided that if the maturity
date of the bonds of Series TT is a day other than a Business Day, the
payment otherwise due on such maturity date shall be made on the next succeeding
Business Day and shall include the additional day elapsed in the computation of
interest payable on such next succeeding Business Day.

     

    Section 10.   Reservation
of Right to Amend Mortgage.  The
Company reserves the right, without any consent or other action by holders of
the bonds of Series TT or any subsequent series of bonds, to amend the Mortgage
by inserting the following language as Section 4 of Article XVI immediately
following current Section 3 of Article XVI of the Mortgage:

     

    Section
4.  Anything in Section 1 of this Article to the contrary
notwithstanding, with the consent of the holders of not less than sixty per
centum (60%) in aggregate principal amount of the bonds at the time outstanding
or their attorneys-in-fact duly authorized, or, if the rights of the holders of
one or more, but not all, series then outstanding are affected, the consent of
the holders of not less than sixty per centum (60%) in aggregate principal
amount of the bonds at the time outstanding of all affected series, taken
together, and not any other series, the Company, when authorized by resolution
of its Board of Directors, and the Trustee, from time to time and at any time,
subject to the restrictions in this Mortgage contained, may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or modifying the rights and
obligations of the Company and the rights of the holders of any of the bonds and
coupons; provided,
however, that no such supplemental indenture shall (1) extend the
maturity of any of the bonds or reduce the rate or extend the time of payment of
interest thereon, or reduce the amount of the principal thereof  (or
with respect to the bonds of Series TT change the amount or time of any
prepayment or payment of principal or of any payment of interest or reduce the
rate of interest or change the method of computation of interest or of the
Make-Whole Amount), or reduce the Make-Whole Amount, if any, or any premium
payable on the

     


    
      
         


      

      
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    redemption thereof
or change the coin or currency in which any bond or interest thereon, or
Make-Whole Amount, if any is payable, without the consent of the holder of each
bond so affected,  or (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the Mortgage,
without the consent of the holders of all the bonds then outstanding, or (3)
reduce the aforesaid percentage of the aggregate principal amount of bonds the
holders of which are required to approve any such supplemental indenture,
without the consent of the holders of all the bonds then
outstanding.  For the purposes of this Section 4, bonds shall be
deemed to be affected by a supplemental indenture if such supplemental indenture
adversely affects or diminishes the rights of holders thereof against the
Company or against its property.

     

    Upon the written
request of the Company, accompanied by a resolution of its Board of Directors
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of bondholders as aforesaid
(the instrument or instruments evidencing such consent to be dated within one
year of such request), the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Mortgage or otherwise, in
which case the Trustee may in its discretion but shall not be obligated to enter
into such supplemental indenture.  The Trustee shall be entitled to
receive and, subject to Section 7 of Article XV hereof, may rely upon, an
opinion of counsel as conclusive evidence that any such supplemental indenture
is authorized or permitted by the provisions of this Section 4.

     

    It shall not be
necessary for the consent of the bondholders under this Section 4 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof; provided that the Company
shall or shall cause the Trustee to deliver an execution copy of such
Supplemental Indenture to each of the bond holders.

     

    The Company and the
Trustee, if they so elect, and either before or after such 60% or greater
consent has been obtained, may require the holder of any bond consenting to the
execution of any such supplemental indenture to submit its bond to the Trustee
or to such bank, banker or trust company as may be designated by the Trustee for
the purpose, for the notation thereon of the fact that the holder of such bond
has consented to the execution of such supplemental indenture, and in such case
such notation, in form satisfactory to the Trustee, shall be made upon all bonds
so submitted, and such bonds bearing such notation shall forthwith be returned
to the persons entitled thereto; provided, with respect to the
bonds of Series TT, that if the holder of any bond is an Institutional Investor
which certifies in writing that it has at a minimum net worth of at least
$50,000,000, such holder may not surrender its bond for such notation but shall
be deemed to have consented to the execution of such Supplemental
Indenture.  All subsequent holders of bonds bearing such notation
shall be deemed to have consented to the execution of such supplemental
indenture, and consent, once given or deemed to be given, may not be
withdrawn.

     

    Prior to the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of this Section 4, the Company shall publish a
notice,

     


    
      
         


      

      
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    setting forth in
general terms the substance of such supplemental indenture, at least once in one
daily newspaper of general circulation in each city in which the principal of
any of the bonds shall be payable, or, if all bonds outstanding of any series
shall be registered bonds without coupons or coupon bonds registered as to
principal, such notice with respect to such series shall be mailed first class,
postage prepaid, and registered to each registered holder of bonds of such
series at the last address of such holder appearing on the registry books and at
the last address of such holder as provided in Section 13 of the Bond Purchase
Agreement, such publication or mailing, as the case may be, to be made not less
than thirty (30) days prior to such execution.  Any failure of the
Company to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental
indenture.

     

    Section 11.   Private
Placement of Bonds.  Bonds
of Series TT shall initially be offered and sold in reliance on the exemption
contained under Section 4(2) of the Securities Act to an institution which is an
“accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

     

    Section 12.   Private
Placement Legend.  Each Bond of Series
TT shall bear a legend in substantially the following form:

     

    THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF
ANY OTHER STATE.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.

     

    ARTICLE
II

    COVENANTS
OF THE COMPANY

     

    Section 1.   Covenants of
Company under Indenture.  The Company
covenants and agrees, so long as any of the bonds of Series TT are outstanding
or until provision shall have been made for the redemption or payment thereof by
the deposit with the Trustee of money necessary to effect such redemption or
payment, as follows:

     

    (a) The Company, during
or at the close of the calendar year 2008, and during or at the close of each
calendar year thereafter, shall charge against the income for such calendar year
and place to the credit of a “depreciation reserve account” to be kept on its
books, the greater of the following two amounts: (i) the amount of $1,550,000,
or (ii) an amount equal to 2-1/2% of the sum of

     

    (i) the aggregate
principal amount of all bonds which, at the time such credit is placed to said
“depreciation reserve account”, shall be outstanding and shall have been
outstanding under the Mortgage as supplemented for a period of not less than six
(6) months, or which at such time shall have been outstanding under the Mortgage
supplemented for less than six (6) months, if such bonds shall have been issued,
or the proceeds thereof shall have been used, directly or indirectly, for or on
account of the pledge, acquisition, exchange, cancellation,

     


    
      
         


      

      
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    payment,
refundment, redemption or discharge at, before or after maturity of the bonds of
any series theretofore issued under the Mortgage or of any “underlying bonds” or
“specified obligations” as defined in Section 4 of Article III of the Mortgage;
and

     

    (ii) the aggregate
principal of all indebtedness of the Company secured by a mortgage lien upon the
properties or assets of the Company, which is a lien superior to the lien of the
Mortgage, except (A) any such mortgage indebtedness the evidences of which shall
then be pledged with the Trustee under the provisions of the Mortgage or pledged
with the trustee under any mortgage constituting a lien superior to the lien of
the Mortgage on any part of the properties or assets of the Company, and (B) any
such mortgage indebtedness for the payment or redemption of which the necessary
moneys shall have been deposited with the Trustee under the Mortgage securing
the same; provided,
however, that (1) the amount required by this subparagraph (a) to be
placed to the credit of such “depreciation reserve account” in or for any
calendar year shall be deemed to include and not to be in addition to amounts
which, by the provisions of the Mortgage, the Company is required to add to any
depreciation reserve account for such year, (2) nothing in this subparagraph (a)
shall prevent the Company from crediting to such “depreciation reserve account”,
during or at the close of any calendar year, an amount greater than the amount
required by this subparagraph (a) for such year, and (3) the Company may, from
time to time, during each such calendar year, charge against such “depreciation
reserve account” the cost of depreciable property retired by it during such
year, including the cost, if any, of dismantling such retired property, less any
salvage credits applicable thereto.

     

    (b) The Company after
it shall have issued bonds of Series TT in the aggregate principal amount of
$5,000,000, shall not request the Trustee

     

    (i) to authenticate
bonds of any series under the Mortgage

     

    (A) pursuant to Section
2 of Article III of the Mortgage for or on account of the acquisition and
cancellation, or of the payment, cancellation, redemption or other discharge at,
before or after maturity, affected prior to January 1, 1951, of any bonds
of any series theretofore issued under the Mortgage, or

     

    (B) pursuant to Section
4 of Article III of the Mortgage, for or on account of the pledge, acquisition,
exchange, cancellation, payment, refundment, redemption or discharge effected
prior to January 1, 1951, of “underlying bonds” or “specified obligations”
mentioned in said Section 4, or

     

    (C) pursuant to Section
5 of Article III of the Mortgage, for or in respect of expenditures made prior
to January 1, 1951, for or on account of “permanent property”,
or

     


    
      
         


      

      
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    (ii) to pay to the
Company any cash pursuant to Section 6 of said Article III for or on account of
any transactions mentioned in clause (A) or clause (B) of subdivision (i) of
this subparagraph (b) or for or in respect of any expenditures mentioned in
clause (C) of subdivision (i) of this subparagraph (b).

     

    Neither shall the
Company request the Trustee to authenticate bonds of any series under the
provisions of Section 4 of Article III of the Mortgage or to pay the Company any
moneys under Section 6 of said Article III or under Article IX of the Mortgage
for or on account of the payment, discharge and cancellation effected on or
after January 1, 1944, at, before or after maturity of any of the Refunding
Mortgage Five Per Cent Gold Bonds of the Company, dated September 1, 1897,
due September 1, 1947.

     

    (c) The Company shall
not request the Trustee to authenticate bonds of any series under the Mortgage
or to pay to the Company any cash deposited with or received by the Trustee
under the Mortgage (except cash deposited with or received by the Trustee as and
for a sinking fund for any series of bonds which have been or may hereafter be
issued under the Mortgage), unless the Company as a part of such request, and in
addition to all other documents required by the Mortgage to be delivered to the
Trustee in connection with such request, shall deliver to the Trustee a
certificate or certificates, signed by the President or the Executive Vice
President or the Chief Financial Officer or a Vice President and by the
Treasurer or an Assistant Treasurer of the Company:

     

    (i) showing, in case
such request is for the authentication of bonds pursuant to Section 5 of Article
III of the Mortgage or for the payment of cash pursuant to Section 6 of said
Article III for or in respect of expenditures made by the Company on or after
January 1, 1951, for or on account of “permanent property”:

     

    (A) the total amount of
expenditures (reduced to the extent required, if any, by the provisions of
clause (G) of this subdivision (i)) made on or after January 1, 1951, for or on
account of “permanent property”;

     

    (B) the original cost
of all properties, subject to the lien of the Mortgage at any time on or after
January 1, 1951, replaced or retired on or after January 1, 1951,
less, if any such property shall have been released from the lien of the
Mortgage pursuant to any applicable provision of the Mortgage and to obtain such
release cash shall have been deposited with the Trustee, the amount of such
cash;

     

    (C) an amount equal to
the sum of (1) 133-1/3% of the aggregate principal amount of bonds which have
been authenticated after January 1, 1951, pursuant to Section 5 of Article
III of the Mortgage for or on account of such expenditures made on or after
January 1, 1951, plus (2) 133-1/3% of the aggregate amount of
deposited cash withdrawn after January 1, 1951, pursuant to the provisions of
Section 6 of Article III of the Mortgage for or in respect of such expenditures
made on or after 

     


    
      
         


      

      
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    January 1,
1951, plus (3) 133-1/3% of the aggregate amount of excess of the nature
described in subdivision (2) of Section 4 of Article III of the Mortgage
eliminated or compensated, as in said subdivision (2) provided, for or in
respect of expenditures of the Company for or on account of “permanent property”
during said period commencing January 1, 1951;

     

    (D) an amount equal to
100% of the aggregate amount of moneys withdrawn by the Company pursuant to the
provisions of Article IX of the Mortgage on or after January 1, 1951,
for or in respect of expenditures made for or on account of “permanent
property”;

     

    (E) an amount equal to
the excess, if any, of the amount shown pursuant to clause (A) above over the
sum of the amounts shown pursuant to clauses (B), (C) and (D)
above;

     

    (F) that, for a period
of twelve (12) consecutive calendar months (to be selected by the Company)
ending within ninety (90) days next preceding such request, the “net earnings of
the Company” shall have been at least twice the amount of the annual interest
requirement of all “mortgage and prior lien debt of the Company”;

     

    (G) that the amount of
the expenditure, if any, included in the expenditures set forth in clause (A)
above in respect of any particular “permanent property”, which at the time of
its acquisition was subject to the lien of any mortgage existing or placed
thereon at the time of its acquisition, does not exceed an amount equal to the
excess, if any, of the value (determined as provided in the first paragraph of
Section 8 of Article III of the Mortgage) of such particular “permanent
property” at the time of acquisition of such property over 133-1/3% of the
principal amount of all indebtedness secured by all such mortgages existing or
placed on such particular property at the time of the acquisition thereof, and
that the amount of the expenditure, if any, included in the expenditures set
forth in clause (A) above in respect of any particular “permanent property”,
which at the time of its acquisition was not subject to any such lien, does not
exceed an amount equal to the value (determined as provided in the first
paragraph of Section 8 of Article III of tile Mortgage) of such particular
“permanent property” at the time of acquisition of such property;

     

    (ii) showing, in case
such request is for the authentication of bonds pursuant to Section 4 of Article
III of the Mortgage or for the payment of cash pursuant to Section 6 of said
Article III for or on account of the pledge, acquisition, exchange,
cancellation, payment, refundment, redemption or discharge effected on or after
January 1, 1951, at, before or after maturity of any “specified
obligations” mentioned in said Section 4, that at the time such “specified
obligations” became “specified obligations” or at some later date the Company,
pursuant to the provisions of Section 5 of Article III of the Mortgage,


     


    
      
         


      

      
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    as limited by the
provisions of this Section 1, shall have obtained, or shall have had the right
to obtain, the authentication and delivery of bonds in any principal amount for
or in respect of expenditures made on or after January 1, 1951, for or on
account of “permanent property”;

     

    (iii) showing, in case
such request shall be for the payment of moneys pursuant to Article IX of the
Mortgage for or in respect of expenditures made for or on account of “permanent
property”, that none of such expenditures were made (1) prior to January 1,
1951, or (2) for or on account of “permanent property” acquired more than six
months prior to the date when the Trustee received the moneys so to be paid (or
in case of moneys representing the proceeds of obligations, referred to in said
Article IX, the date when the Trustee received such obligations);
and

     

    (iv) showing, in case
such request is for the application of any moneys pursuant to Article IX of the
Mortgage to the payment, redemption or purchase of any “specified obligations”,
that such “specified obligations”, if pledged under the Mortgage, would permit
the Company to obtain the authentication of bonds in a principal amount equal to
the principal amount of such “specified obligations” pursuant to the provisions
of Section 4 of Article III of the Mortgage as limited by this provisions of
this Section 1.

     

    (d) In connection with
any request for the authentication of bonds pursuant to Section 5 of Article III
of the Mortgage or the payment of cash pursuant to Section 6 of said Article III
of the Mortgage, for or in respect of expenditures made by the Company on or
after January 1, 1951, the Company shall not obtain the authentication of
bonds of any series under the Mortgage or the payment of any cash in excess of
75% of the amount shown in the certificate delivered as a part of such request
pursuant to clause (E) of subdivision (i) of subparagraph (c) of this Section 1;
and the Company shall not obtain the authentication of any bonds or the payment
of any cash deposited with or received by the Trustee under the Mortgage
otherwise than in accordance with the provisions of the Mortgage as
supplemented.

     

    (e) Wherever used in
this Supplemental Indenture

     

    (i) “mortgage and prior
lien debt of the Company”, as of the date of any request to the Trustee for the
authentication of bonds or the payment of cash, shall mean:

     

    (A) all the bonds then
outstanding under the Mortgage, less the amount of any of such bonds which shall
then be held by or be delivered to the Trustee for cancellation under any of the
provisions of the Mortgage, and less the amount of any such bonds for the
payment or redemption of which the necessary moneys shall have been
deposited under the Mortgage
with the Trustee to effect such payment or redemption;

     

    
      
        
        

      

      
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    (B) the bonds then
requested to be authenticated under the Mortgage; and

     

    (C) all mortgage
indebtedness secured by a lien superior to the lien of the Mortgage on any part
of the properties and assets of the Company, except any such mortgage
indebtedness the evidences of which shall then be pledged with the Trustee under
the provisions of the Mortgage or pledged with the Trustee under any mortgage
constituting a lien superior to the lien of the Mortgage on any part of the
properties and assets of the Company, and except any such mortgage indebtedness
for the payment or redemption of which the necessary moneys shall have been
deposited with the trustee under the mortgage securing the same to effect such
payment or redemption;

     

    (ii) “net earnings of
the Company” for any twelve (12) months’ period shall mean the amount remaining
after deducting from the sum of

     

    (A) the gross operating
revenues of the Company for such period derived from its property subject to the
lien of the Mortgage, including but not limited to revenues derived from
electrical energy, gas or steam purchased by the Company and resold by it, and
the net income derived by the Company from its merchandising and jobbing
operations; and

     

    (B) other income of the
Company for such period derived from interest on bank balances and from current
working capital invested in unpledged obligations of the United States of
America or of any state or of any municipality or subdivision thereof, and other
currently earned income of the Company derived from the ownership of securities,
in the treasury of the Company and unpledged, of operating electric, gas or
steam companies (including natural or mixed gas production, storage,
transportation or distribution companies) or from unpledged advances to such
companies any of the securities of which are so owned, the sum of the
following:

     

    (C) operating expenses
of the Company for such period, including maintenance and repairs, rentals,
taxes (except taxes based upon net income), insurance and the cost of electrical
energy, gas or steam purchased for resale, but excepting expenses in connection
with operations, the net income only of which is included in clause (A) of
subdivision (ii) of this subparagraph (e), and excepting all reserves or charges
for amortization of debt discount and expense; and


    (D) an amount, if such
period shall end with the close of a calendar year, equal to the amount which
the Company is required by subparagraph (a) of this Section 1 to place, during
or at the close of such calendar year, to the credit of the “depreciation
reserve account”, 

     

    
      
        
        

      

      
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    mentioned in said
subparagraph (a) (all determined without deduction for any charge made to the
“depreciation reserve account” permitted by clause (3) of the proviso of
subparagraph (a) of this Section (1), or, if such period shall include parts of
two (2) calendar years, then an amount which shall be determined by (1)
prorating, on a monthly basis over the portion of the earlier year thus
included, the amount which the Company shall have been so required to credit to
the “depreciation reserve account” during or at the close of such earlier year,
and (2) prorating, on a monthly basis over the portion of the later of said two
(2) years thus included, the amount which the Company would be required to
credit to such “depreciation reserve account” if such credit were placed to such
account at the close of such period;

     

    provided, however, that the
amount of other income of the Company, referred to in clause (B) of subdivision
(ii) of this subparagraph (e), shall not exceed 10% of said net earnings; and
income in the form of dividends received by the Company upon stock of any class
owned by it shall be considered as currently earned under the provisions of said
clause (B) to the extent that during such period the earnings of the paying
company shall be sufficient for the payment of dividends upon all stock of such
class during such period; and income in the form of interest received by the
Company upon evidences of indebtedness of any class owned by it shall be
considered as currently earned under the provisions of said clause (B) to the
extent that during such period the earnings of the paying company shall be
available for the payment of the interest accruing during such period upon all
indebtedness of such class, after deducting from such earnings all interest
charges accruing during such period upon obligations secured by prior liens;
and, in case any property owned by the Company at the date of the request to the
Trustee for the authentication of bonds or payment or withdrawal of cash shall
not have been owned by it during any part of any such period, or shall have been
owned by it during a part only of such period, then and in every such case the
net earnings (or net losses) of such property (ascertained in like manner as
above provided) during said period, or during such part thereof as shall have
preceded the acquisition of such property by the Company, shall be considered
and treated as net earnings (or net losses) of the Company for such period, and
shall be included in (or, if a net loss, deducted in determining) such net
earnings of the Company;

     

    (iii) “permanent
property” shall mean any and all plants, equipment, additions, improvements,
betterments, facilities, or other property of any kind (and includes
“extensions” and “purchased property” as those terms are used in the Mortgage)
acquired through construction, purchase, consolidation, exchange or otherwise,
as and for a part of the permanent or fixed investment for the business of the
Company and used or useful in connection with the generation and conversion of
electrical energy or in the manufacture of gas or steam or in the distribution or
transmission of electrical energy or gas or steam in the territory in which the
Company is now operating its present properties, or in territory contiguous
thereto, or in territory capable of economic interconnection therewith, but
“permanent property” shall not include cash, accounts or bills receivable,


     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    securities,
supplies, fuel or other assets ordinarily classed as quick assets, or leasehold
estates;

     

    (iv) “original cost” of
property shall mean the original cost of such property to the Company if
ascertainable from its records or, if such original cost is not ascertainable,
the value of such property at the time of its acquisition, such value to be
determined by an engineer or firm of engineers to be selected by the Company and
to be acceptable to the Trustee, and the Trustee under such circumstances shall
be furnished with a certificate of such value signed by such engineer or firm of
engineers.

     

    (f) In connection with
any request to the Trustee for the authentication of bonds, pursuant to the
provisions of Section 5 of Article III of the Mortgage or the payment of cash
pursuant to the provisions of Section 6 of said Article III or the provisions of
Article IX of the Mortgage or the elimination or compensation of any excess of
the nature described in subdivision (2) of Section 4 of said Article III, for or
on account of expenditures for “permanent property”, the Company shall furnish
to the Trustee, in addition to the certificates and other documents required to
be delivered by the provisions of the Mortgage and the provisions of other
subparagraphs of this Section 1, the following:

     

    (i) An opinion of
counsel (who may be counsel for the Company), selected by the Company and
satisfactory to the Trustee, stating that the Company has acquired good title to
the property for or on account of the expenditures for which additional bonds
are requested to be authenticated and that such property is subject to the
Mortgage as a direct lien thereon, subject only to the lien of any mortgages or
easements existing or placed on any of such property at the time of its
acquisition, liens for taxes and assessments not due or, if due, in the course
of contest, judgments in the course of appeal or otherwise in contest and
secured by sufficient bond, liens arising out of proceedings in court in the
course of contest and undetermined liens and charges (if any) incidental to
current construction; and

     

    (ii) A certificate
signed by the President or the Executive Vice President or the Chief Financial
Officer or a Vice President and also by the Treasurer or an Assistant Treasurer
of the Company certifying that the property for or on account of the
expenditures for which bonds are requested to be authenticated or cash is
requested to be paid is “permanent property”.

     

    (g) The Company shall
not hereafter issue any bonds under any “underlying mortgage” as defined in
Section 4 of Article III of the Mortgage, or under any mortgage which could
become such an “underlying mortgage” upon compliance with clause (b) of the
proviso of subdivision (2) of said Section 4.


    (h) The Company shall
not request the Trustee to authenticate any bonds under the provisions of
Section 2 or Section 3 or Section 4 of Article III of the Mortgage and shall not
apply for the payment of cash under Section 6 of said Article or under


     

    
      
        
        

      

      
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    Article IX of the
Mortgage (i) for or on account of bonds of Series J deposited by the Company
with the Trustee in lieu of cash under the provisions of the sinking fund
provided for in the supplemental indenture, dated as of May 1, 1961, or for
or on account of bonds of Series J redeemed through the operation of said
sinking fund, or (ii) for or on account of bonds of Series K redeemed through
the operation of the sinking fund provided for in the supplemental indenture
dated as of July 15, 1966, or (iii) for or on account of bonds of Series L
redeemed through the operation of the sinking fund provided for in the
supplemental indenture dated as of August 15, 1967, or (iv) for or on
account of bonds of Series M redeemed through the operation of the sinking fund
provided for in the supplemental indenture dated as of September 15, 1970,
or (v) for or on account of bonds of Series N redeemed through the operation of
the sinking fund provided for in the supplemental indenture dated as of
April 1, 1972, or (vi) for or on account of bonds of Series O redeemed
through the operation of the sinking fund provided for in the supplemental
indenture dated as of July 15, 1973, or (vii) for or on account of bonds of
Series T redeemed through the operation of the sinking fund provided for in the
supplemental indenture dated as of August 15, 1980, or (viii) on account of
any cancelled or uncancelled underlying bonds (or any uncancelled underlying
bonds deposited as collateral under Section 4 of Article III of the Mortgage)
which shall have been deposited under the provisions of the supplemental
indenture, dated as of August 1, 1941, in lieu of cash.

     

    (i) In the event of the
acquisition at any time by any federal, state or municipal authority of all or
substantially all of the income-producing properties of the Company which are
subject to the lien of the Mortgage, the Company shall be deemed to have elected
to redeem and to have requested the Trustee to redeem all the bonds of all
series at the respective applicable redemption price or prices (together with
accrued interest to the date of redemption), without the payment of any premium,
on a date determined by the Trustee in its discretion to be the earliest
practicable redemption date after receipt by the Trustee of all cash which the
Trustee is entitled to receive in respect of such acquisition by such federal,
state or municipal authority.  If the cash so received by the Trustee
and all other cash then held by the Trustee as such, except funds held in trust
for the benefit of the holders of particular bonds and coupons, is not
sufficient to effect the redemption of all the bonds of all series as aforesaid
and to pay all amounts owing to the Trustee under the Mortgage as supplemented
(including fees and expenses to be incurred by the Trustee in connection with
such redemption), the Company covenants and agrees that, within five (5) days
after receipt by the Trustee of all cash which the Trustee is entitled to
receive as aforesaid in respect of such acquisition, the Company will deposit
with the Trustee for that purpose cash in an amount sufficient to make up such
deficiency.

     

    Upon receipt by the
Trustee of moneys sufficient for said purposes, notice of such redemption shall
be given by the Trustee for and on behalf and in the name of the
Company.  To the extent that such cash received, held and deposited as
aforesaid shall be required for the purpose of redeeming bonds pursuant to this
subparagraph (i), the Company shall be
deemed to have directed the Trustee to apply the same for the purpose, and the
balance, if any, after payment of all said amounts owing to the Trustee, shall
be paid to or upon the order of the Company.

     

    
      
        
        

      

      
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    (j) The Company shall
promptly classify as “property replaced or retired”, for the purposes of clause
(B) of subdivision (i) of subparagraph (c) of this Section 1 during any period
all property which has been replaced or has permanently ceased to be used or
useful in the business of the Company, but the Company shall not, in making such
classification, be bound by determinations, rulings or orders made by regulatory
authorities for rate-making or other purposes.

     

    (k) The Company shall
not consolidate with or merge into any other corporation or transfer or lease
all or substantially all the mortgaged property as an entirety to any other
corporation, unless the corporation resulting from such consolidation or the
corporation into which the Company shall have been merged or the corporation to
which such transfer or lease shall have been made shall, by an instrument
executed and delivered to the Trustee, assume the due and punctual payment of
the principal of and premium, if any, and interest on all the bonds of all
series according to their tenor at the time outstanding under the Mortgage and
the due and punctual performance and observance of all the covenants and
conditions of the Mortgage and all indentures supplemental thereto to be
performed or observed by the Company.

     

    Section 2.   After-Acquired
Property Subject to Mortgage.  The
Company covenants and agrees that any and all property hereafter acquired by the
Company and any and all improvements, extensions, betterments or additions to
property of the Company, which by the Original Mortgage or any indenture
supplemental thereto are to become subject to the Mortgage, immediately upon the
acquisition thereof by the Company or upon such improvements, extension,
betterments, or addition being made, as the case may be, and without any further
conveyance, mortgage, assignment or act on the part of the Company or the
Trustee, or either of them shall become and be subject to the lien of the
Mortgage fully and completely as though owned by the Company at the date of the
execution of the Original Mortgage and at the date of the Indenture dated the
first day of March, 1928, mentioned in the second paragraph of the recitals of
this Supplemental Indenture and at the dates of the supplemental indentures
dated May 20, 1936, March 10, 1950, as of June 1, 1951, as of
August 15, 1967, as of September 15, 1970, as of March 1, 2000,
as of February 1, 2003, as of February 1, 2003, as of
February 15, 2003, as of April 15, 2003, as of October 1, 2003,
as of October 1, 2003, as of November 1, 2003, as of January 1,
2005, and as of November 1, 2008 respectively, mentioned in the fourth
paragraph of the recitals of this Supplemental Indenture, and at the date of
this Supplemental Indenture, and specifically described in the granting clauses
of the Original Mortgage or said Indenture or said supplemental indentures, but
the provisions of this Section 2 shall not limit the generality of the
provisions of Sections 12 and 13 of Article IV of the Original
Mortgage.

     

    Section 3.   Documents to
Furnish Upon Acquisition of Land.  The
Company covenants and agrees that in the furtherance of, but without limiting
the generality of, the provisions of Sections 12 and 13 of Article IV of the
Mortgage or of Section 2 of this Article II, the Company will furnish to the
Trustee on November 1, 1944, and thereafter within sixty (60) days after
and as often as the Company shall have acquired, subsequent to September 3,
1944, any additional land
or lands or interest or interests in land, or any new plant or plants, not
included in any certificate theretofore furnished pursuant to this Section 3,
the aggregate cost of which shall equal or exceed $500,000, and at such other
times as thirty six (36) months shall 

     

    
      
        
        

      

      
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    have elapsed since
the date of furnishing the last preceding certificate to the Trustee pursuant to
this Section 3, the following:

     

    (a) a certificate,
signed by the President or the Executive Vice President or the Chief Financial
Officer or a Vice President and by the Treasurer or an Assistant Treasurer of
the Company and dated as of a date not more than sixty (60) days preceding the
date as of which such certificate is required to be filed pursuant to this
Section 3, briefly describing any additional land or interest in land and any
new plant which the Company may have acquired since the date of the most recent
Certificate furnished to the Trustee pursuant to this Section, or, in the case
of the first such certificate, since the date of the execution and delivery of
the Indenture dated the first day of March, 1928 mentioned in the second
paragraph of the recitals of this Supplemental Indenture, which is required by
the provisions of the Mortgage and this Supplemental Indenture, to be subjected
to the lien of the Mortgage;

     

    (b) the mortgages,
deeds, covenants, assignments, transfers and instruments of further assurance,
if any, specified in the opinion of counsel referred to in the following
subparagraph (c); and

     

    (c) an opinion of
counsel, who may be counsel for the Company, specifying the mortgages, deeds,
covenants, assignments, transfers and instruments of further assurance which
will be sufficient to subject to the direct lien of the Mortgage (so far as
permitted by law) all the Company’s right, title and interest in and to the land
and interest in land and any plant described in said certificate, or stating
that no such mortgage, deed, conveyance, assignment, transfer or instrument of
further assurance is necessary for such purpose, and that, upon the recordation
or filing or registering, in the manner stated in such opinion, of the
instruments so specified, if any, and upon the recordation and filing and
registering of the Mortgage or any supplemental indenture in the manner stated
in such opinion, or without any such recordation or filing or registering if
such opinion shall so state, the Mortgage will (so far as permitted by law)
constitute a valid lien upon all the Company’s right, title and interest in and
to such land, interest in land or plant as against all creditors and subsequent
purchasers, subject only to the lien of any mortgages or easements existing or
placed on such property at the time of its acquisition by the Company, liens for
taxes and assessments not due, or, if due, in the course of appeal or otherwise
in contest, liens arising out of proceedings in court in the course of contest
and undetermined liens and charges (if any) incidental to current
construction.

     

    For the purposes of
this Section 3, any certificate heretofore or hereafter delivered to the Trustee
pursuant to Section 3 of Article III of Division B of the supplemental indenture
dated as of June 1, 1951, or pursuant to Section 3 of Article III of the
Supplemental Indenture dated as of July 1, 1954, or pursuant to Section 3 of
Article III of any of the supplemental indentures dated, as of May 1, 1961, as
of July 15, 1966, as of August 15, 1967, as of September 15, 1970, as of April
1, 1972, or as of July 15, 1973, or pursuant to Section 3 of Article II of any
of the Supplemental Indentures dated as of October 1, 1973, as of October 1,
1974, as of December 1, 1974, or as of
April 1, 1975, or pursuant to Section 3 of Article III of the Supplemental
Indenture dated as of August 15, 1980, or pursuant to Section 3 of Article II of
any of the supplemental indentures dated as of June 1, 1984, as of
June 1, 1984, as of October 1, 1984, as of March 1, 

     

    
      
        
        

      

      
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    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
June 1, 1995, as of March 1, 2000, as of March 1, 2000, as of March 1,
2000, as of March 1, 2000, as of February 1 2003, as of February 1,
2003, as of February 15, 2003, as of April 15, 2003, as of
October 1, 2003, as of October 1, 2003, as of November 1, 2003,
as of January 1, 2005, or as of November 1, 2008 shall be deemed to
have been delivered in compliance with this Section 3.

     

    Section 4.   Discharge of
Prior Liens.  The
Company covenants and agrees that, upon cancellation and discharge of any “prior
lien”, the Company shall cause all cash or obligations then held by the trustee
or other holder of such prior lien, which were received by such trustee or other
holder by reason of the release of, or which represent the proceeds of the
taking by eminent domain or any disposition of, or the proceeds of insurance on,
any of the properties at any time subject to the lien of the Mortgage (including
all proceeds of or substitutions for any thereof), to be paid to or deposited
and pledged with the Trustee, subject to any lien or charge prior to the lien of
the Mortgage, such cash to be held and paid over or applied by the Trustee, and
such obligations to be held and disposed of, as provided in Article IX of the
Mortgage; provided,
however, that in lieu of taking or delivering to the Trustee all or any
part of such cash or obligations, the Company may deliver to the Trustee a
certificate of the trustee or such other holder of such prior lien, stating that
a specified amount thereof has been deposited with such trustee or other holder
pursuant to the requirements of such other prior lien, in which case there shall
also be delivered to the Trustee an opinion of counsel, who may be counsel for
the Company, stating that such deposit is required by such other prior
lien.  The term “prior lien” as used in this Section 4 shall mean and
include any “underlying mortgage” and shall also mean and include any other lien
(except liens for taxes and assessments not due, or, if due, in the course of
appeal or otherwise in contest, liens arising out of proceedings in court in
course of contest and undetermined liens and charges, if any, incidental to
current construction) prior to the lien of the Mortgage upon property acquired
by the Company after the execution and delivery of the Indenture, dated the
first day of March, 1928, referred to in the second paragraph of the recitals of
this Supplemental Indenture, existing on said property or placed thereon to
secure unpaid portions of the purchase price, at the time of such
acquisition.

     

    ARTICLE
III

    MISCELLANEOUS

     

    Section 1.   Trustee’s
Acceptance.  The
Trustee hereby accepts the trusts hereunder and agrees to perform the same upon
the terms and subject to the applicable provisions of the Mortgage and the
indentures supplemental thereto now in effect.

     

    Section 2.   Execution of
Supplemental Indenture.  This
Supplemental Indenture is executed by the parties hereto pursuant to the
provisions of Article XVI of the Mortgage, and so long as any of the bonds of
Series TT are or shall be outstanding the terms and conditions of this
Supplemental Indenture shall be deemed to be a part of the terms and conditions
of the Mortgage for any and all purposes.  The provisions of this
Supplemental Indenture shall be inapplicable and shall terminate and become void
and of no effect upon the payment or redemption of all of the bonds of Series
TT in accordance with the provisions of the Mortgage and of the bonds of Series
TT.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Section 3.  
Assignment.  All
covenants, conditions and provisions contained in this Supplemental Indenture by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not, legally or equitably under or by reason of this Supplemental
Indenture.

     

    Section 4.   Effective
Time of Supplemental Indenture.  Although
this Supplemental Indenture is dated as of November 1, 2008, it shall be
effective only from the actual time of its execution and delivery by the Company
and the Trustee on the date indicated by their respective acknowledgments hereto
annexed.

     

    Section 5.   Governing
Law.  This
Supplemental Indenture shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of
Illinois, excluding choice-of-law principles of such State that would permit the
application of the laws of a jurisdiction other than such State.

     

    Section 6.  
Counterparts.  This
Supplemental Indenture may be simultaneously executed in any number of
counterparts and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument entered into by the
parties hereto pursuant to the provisions of Article XVI of the
Mortgage.

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    In Witness Whereof,
The Peoples Gas Light and Coke Company has caused this instrument to be executed
in its corporate name by its Chairman, President, the Executive Vice President,
the Chief Financial Officer, Treasurer or a Vice President, and its corporate
seal to be hereunto affixed and attested by its Secretary or an Assistant
Secretary, and U.S. Bank National Association, as Trustee under the Mortgage,
has caused this instrument to be executed in its corporate name by one of its
Vice Presidents and its corporate seal to be hereto affixed and attested by one
of its Assistant Vice Presidents, all as of the day and year first above
written.

     

    
      	 
    	 
    	
              The
      Peoples Gas Light and Coke Company

            
	 
    	 
    	 
    
	
              (SEAL)

            	 
    	 
    
	 
    	 
    	
              By:__________________________                                                               

            
	 
    	 
    	
              Bradley A.
      Johnson

            
	
              Attest:

            	 
    	
              Its:  Treasurer

            
	 
    	 
    	 
    
	 _____________________________________________
      	 
    	 
    
	
              Barth J.
      Wolf

            	 
    	 
    
	
              Its:  Secretary

            	 
    	 
    
	 
    	 
    	
              U.S.
      Bank National Association

            
	 
    	 
    	 
    
	
              (SEAL)

            	 
    	 
    
	 
    	 
    	
              By__________________________                                                               

            
	 
    	 
    	
              Richard
      Prokosch

            
	
              Attest:

            	 
    	
              Its:   Vice
      President

            
	 
    	 
    	 
    
	 ____________________________________________
      	 
    	 
    
	
              Raymond
      Haverstock

            	 
    	 
    
	
              Its:   Vice
      President

            	 
    	 
    


    

    



    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    State
of
______               )

    )  SS

    County
of
______            )

     

    I,
__________________, a Notary Public in and for said County and State aforesaid,
Do Hereby Certify that Bradley A. Johnson, the Treasurer of The Peoples Gas
Light and Coke Company, an Illinois corporation, and Barth J. Wolf, 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
Treasurer and Secretary, respectively, and who are both personally known to me
to be the Treasurer and Secretary, respectively, of said corporation, appeared
before me this day in person and severally acknowledged that they signed, sealed
and delivered said instrument as their free and voluntary act as such Treasurer
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 the _____ day of November, 2008.

     

    


    _______________________________

    Notary
Public

     

    My commission
expires on the ____ day of ___________ 20___.

     


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    State
of
______               )

    )  SS

    County
of
______            )

     

    I, _______________,
a Notary Public in and for said County and State aforesaid, Do Hereby Certify
that Richard Prokosch, a Vice President of U.S. Bank National Association, a
corporation organized under the laws of the United States of America, and
Raymond Haverstock, a Vice President of said corporation, who are both
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument as such Vice President and Vice President, respectively,
and who are both personally known to me to be Vice President and Vice President,
respectively, of said corporation, appeared before me this day in person and
severally acknowledged that they signed, sealed and delivered said instrument as
their free and voluntary act as Vice President and Vice President, 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 the _____ day of November, 2008.

     

    


    _______________________________

    Notary
Public

     

    My commission
expires on the ____ day of ___________ 20___.

     


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    Schedule
A

     

    None.