Document

EX-4.F3 2 ex4-f3nicorsupplementalind.htm EX-4.F3 Document

展覽4(f)3號




錄製後歸還至：

Michael m. Roth, Esq.
Ice Miller LLP
2300卡博特大道
套房455
Lisle, IL 60532


			此行以上空間僅供記錄員使用

補充契約

2024年8月13日製定，將於2024年9月4日生效
____________________

北伊利諾伊燃料幣公司

至

美國銀行信托公司，國家協會

trust在1954年1月1日訂立的信託執行人

1954年1月1日

及

補充協議及其附錄

____________________

第一抵押債券4.63％D系列到期日為2029年12月15日

首次按揭債券4.78％D組到期日為2031年9月15日

首期抵押債券 5.00% D系列，到期日為2034年9月15日

首次抵押債券5.58% D期限至2059年9月15日

首MORTGAGE BONDS 5.66% 第四期到期日為2064年12月15日

此補充承諾由 2024 年 8 月 13 日起訂立並於 2024 年 9 月 4 日生效，由北伊利諾州天然氣公司簽訂，該公司是一家根據伊利諾伊州法律組織和現有的公司（以下稱為」公司」)，以及美國銀行信託公司，全國協會（以下稱為」受託人」)，作為繼承受託人，根據日期於 1954 年 1 月 1 日、於 1954 年 2 月 9 日發出的收養契約及於 1954 年 2 月 9 日發出的釋放契約修訂，並由 1956 年 4 月 1 日、1959 年 6 月 1 日、1960 年 7 月 1 日、1963 年 7 月 1 日、1963 年 7 月 1 日、1964 年 7 月 1 日、1963 年 7 月 1 日及 1964 年 8 月 1 日的補充簽約補充書補充一九六五年八月一日、一六六年五月一日、一六六年八月一日、一九六七年七月一日、一九九八年十二月一日、一九九七年八月一日、一九七年七月一日、一九七五年四月一日、一九七六年四月一日、一九七六年四月三十日（兩份附加契約）該日期）、一九七六年七月一日、一九九七年八月一日、一九九七年一月十五日、一九九八年十二月一日、一九八三年十月一日、一九九八年八月一日、一九九八年七月一日、一九九八年七月十五日、一九九五年七月十五日、一九九三年七月十五日、一九九三年七月十五日、一九九三年二月一日、一九九三年七月一日、一九九三年七月一日、一九九三年七月一日、一九九三年七月一日、一九九三年七月一日、一九九三年七月一日、一九九四年八月十五日、一九九五年十月十五日、一九九六年五月十日、一九九七年八月一日、一九九七年十月十五日、一九九八年六月一日、二零零一年二月一日、二零零一年五月十五日、二 ○○ 一年十二月十五日、二 ○○ 三年十二月一日（三份補充承諾書包含該日期）、二零零六年十二月十五日、二零零八年八月十五日、二零零九年七月三十日、二零一一年二月二十六日、二零零年八月三十日、二零一年八月三十一日、二零二一年八月三十一日及二零二三年七月三十一日，此等契約日期截至 1954 年 1 月 1 日，修訂及補充，以下稱為」契約.”

證詞如下:

就簽約而言，簽約條款中規定公司不時發行一系列公司債券，據此目的和其中指定的限制。

鑑於，本公司希望通過本補充契約，創建額外五個系列債券，以該等債券分別指定為 (a)「2029 年 12 月 15 日到期首批按揭債券 4.63% 系列」（以下稱為」二零二九系列」）、(b)「2031 年 9 月 15 日到期首批按揭債券 4.78% 系列」（以下稱為」2031 系列」)、(c)「2034 年 9 月 15 日到期首批按揭債券 5.00% 系列」（以下稱為」2034 系列」)、(d)「2059 年 9 月 15 日到期首批按揭債券 5.58% 系列」（以下稱為」2059 系列」)、及 (e)「第一批按揭債券 5.66% 系列到期 2064 年 12 月 15 日」（以下稱為」2064 系列」; 2029 系列、2031 系列、2034 系列、2059 系列及 2064 系列，以下統稱為」本補充合約的債券」)，以及本補充契約的債券中包含或其他方式適用於此條款和條文，須按照本補充契約中規定；及

根據本補充契約所述，本補充契約債券的形式以及在所有本補充契約債券上背書的受託人證明書，應基本上如下所示：

[本頁故意空白]

-1-

（2029系列債券型面值形式）


NO. RU-2024-A-__			$________
Ill. Commerce Commission Nos. 6939 and 6987			CUSIP 編號 ___________

北伊利諾伊燃料幣公司

房屋按揭債券4.63%系列，到期日為2029年12月15日

北伊利諾伊燃料幣公司，一家伊利諾伊州公司（以下簡稱“公司”權益代理），為了獲得價值，特此承諾於2029年12月15日支付給或註冊代表，美元，並向本債券的註冊持有人支付自本日起至該筆款項支付之日止的利息，年利率為4.63％，每年6月15日和12月15日每半年支付一次，自2025年6月15日起開始。本債券的本利均應於伊利諾伊州芝加哥市公司辦事處或代理處，或根據註冊持有人的選擇，於紐約市曼哈頓區的公司辦事處或機構以美國當時可用於支付公共和私人債務的硬幣或貨幣支付。本債券的任何利息分期款項得由公司自行選擇通過郵寄支票支付，支付給或按照有權提領該款項的人的書面指示发送至該人在註冊簿上註冊的地址。

只要該債券的利息付款沒有發生違約，則任何利息支付日應支付的利息將支付給以該債券在前述利息支付日前一天的6月1日或12月1日（無論是否營業日）登記的持有人。如果公司未按時支付當天應支付的利息，則應支付逾期的利息將支付給公司提前固定支付該逾期利息的記錄日期上以該債券持有人名義登記的人。

此債券的其他條款請參見其背面。

本債券除非得到受託人簽發本債券證書的認證，否則不具有證券或受益，也不會對任何目的具有有效性或義務，而受託人或根據本契務書的受託人的繼任者在其上面背書。

-2-

請證明，北伊利諾伊燃料幣公司已由其執行副總裁、財務長和司庫代表其名義執行本債券，手動或傳真簽名，並已蓋章或其複印件蓋章和由其公司秘書手動或傳真簽名為證。

日期：2024年12月18日


			北伊利諾伊燃料幣公司由：__________________________________ 執行副總裁，致富金融(臨時代碼) 出納
確認： _____________________________________ 公司秘書

-3-

(Form of Trustee’s Certificate of Authentication)

This bond is one of the bonds of the 2029 Series designated therein, referred to and described in the within-mentioned Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024.

U.S. Bank Trust Company, National Association,
Trustee

By:_________________________________

Authorized Officer

Dated: December 18, 2024

-4-

(Form of Reverse Side of Bond of 2029 Series)

This bond is one, of the series hereinafter specified, of the bonds issued and to be issued in series from time to time under and in accordance with and secured by an Indenture dated as of January 1, 1954, to U.S. Bank Trust Company, National Association, as Trustee, as supplemented by certain indentures supplemental thereto, executed and delivered to the Trustee; and this bond is one of a series of such bonds, designated “Northern Illinois Gas Company First Mortgage Bond 4.63% Series due December 15, 2029” (herein called “bonds of this Series”), the issuance of which is provided for by a Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024 (hereinafter called the “Supplemental Indenture”), executed and delivered by the Company to the Trustee. The term “Indenture”, as hereinafter used, means said Indenture dated as of January 1, 1954, and all indentures supplemental thereto (including, without limitation, the Supplemental Indenture) from time to time in effect. Reference is made to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders and registered owners of said bonds, of the Company and of the Trustee in respect of the security, and the terms and conditions governing the issuance and security of said bonds.

Any transferee, by its acceptance of a bond registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2 of the Bond Purchase Agreement dated as of August 13, 2024 among the Company and the purchasers listed on Schedule A attached thereto, as amended, restated, supplemented or otherwise modified from time to time.

With the consent of the Company and to the extent permitted by and as provided in the Indenture, modifications or alterations of the Indenture or of any supplemental indenture and of the rights and obligations of the Company and of the holders and registered owners of the bonds may be made, and compliance with any provision of the Indenture or of any supplemental indenture may be waived, by the affirmative vote of the holders and registered owners of not less than sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds then outstanding under the Indenture, and by the affirmative vote of the holders and registered owners of not less than sixty-six and two-thirds per centum (66 2/3%) in principal amount of the bonds of any series then outstanding under the Indenture and affected by such modification or alteration, in case one or more but less than all of the series of bonds then outstanding under the Indenture are so affected, but in any case excluding bonds disqualified from voting by reason of the Company’s interest therein as provided in the Indenture; subject, however, to the condition, among other conditions stated in the Indenture, that no such modification or alteration shall be made which, among other things, will permit the extension of the time or times of payment of the principal of or the interest or the premium, if any, on this bond, or the reduction in the principal amount hereof or in the rate of interest or the amount of any premium hereon, or any other modification in the terms of payment of such principal, interest or premium, which terms of payment are unconditional, or, otherwise than as permitted by the Indenture, the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the mortgaged property, all as more fully provided in the Indenture.

-5-

The bonds of this Series may be called for redemption by the Company, as a whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the bonds of this Series to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption and the Make-Whole Amount (as defined in the Supplemental Indenture) applicable thereto.

Notice of each redemption shall be mailed to all registered owners not less than thirty nor more than forty-five days before the redemption date.

In case of certain completed defaults specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture.

No recourse shall be had for the payment of the principal of or the interest or the premium, if any, on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, to or against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or through the Company or such predecessor or successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, stockholders, directors and officers being waived and released by the registered owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Indenture, all as more fully provided therein.

This bond is transferable by the registered owner hereof, in person or by duly authorized attorney, at the office or agency of the Company in the City of Chicago, State of Illinois, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, upon surrender and cancellation of this bond; and thereupon a new registered bond or bonds without coupons of the same aggregate principal amount and series will, upon the payment of any transfer tax or taxes payable, be issued to the transferee in exchange herefor. The Company shall not be required to exchange or transfer this bond if this bond or a portion hereof has been selected for redemption.

The security represented by this certificate has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under any state securities laws and may not be transferred, sold or otherwise disposed of except while a registration statement is in effect or pursuant to an available exemption from registration under the Securities Act and applicable state securities laws.

(End of Form of Bond of 2029 Series)

-6-

(Form of Face of Bond of 2031 Series)


NO. RU-2024-B-__			$________
Ill. Commerce Commission No. 6988			CUSIP No. ___________

Northern Illinois Gas Company

First Mortgage Bond 4.78% Series due September 15, 2031

Northern Illinois Gas Company, an Illinois corporation (hereinafter called the “Company”), for value received, hereby promises to pay to or registered assigns, the sum of Dollars, on September 15, 2031, and to pay to the registered owner hereof interest on said sum from the date hereof until said sum shall be paid, at the rate of 4.78% per annum, payable semi-annually on the fifteenth day of March and the fifteenth day of September in each year, beginning on March 15, 2025. Both the principal of and the interest on this bond shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Any installment of interest on this bond may, at the Company’s option, be paid by mailing checks for such interest payable to or upon the written order of the person entitled thereto to the address of such person as it appears on the registration books.

So long as there is no existing default in the payment of interest on this bond, the interest so payable on any interest payment date will be paid to the person in whose name this bond is registered on March 1 or September 1 (whether or not a business day), as the case may be, next preceding such interest payment date. If and to the extent that the Company shall default in the payment of interest due on such interest payment date, such defaulted interest shall be paid to the person in whose name this bond is registered on the record date fixed, in advance, by the Company for the payment of such defaulted interest.

Additional provisions of this bond are set forth on the reverse hereof.

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

-7-

In Witness Whereof, Northern Illinois Gas Company has caused this bond to be executed in its name by its Executive Vice President, Chief Financial Officer and Treasurer, manually or by facsimile signature, and has caused its corporate seal to be impressed hereon or a facsimile thereof to be imprinted hereon and to be attested by its Corporate Secretary, manually or by facsimile signature.

Dated: September 4, 2024


			Northern Illinois Gas Company By:__________________________________ Executive Vice President, Chief Financial Officer and Treasurer
Attest: _____________________________________ Corporate Secretary

-8-

(Form of Trustee’s Certificate of Authentication)

This bond is one of the bonds of the 2031 Series designated therein, referred to and described in the within-mentioned Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024.

U.S. Bank Trust Company, National Association,
Trustee

By:_________________________________

Authorized Officer

Dated: September 4, 2024

-9-

(Form of Reverse Side of Bond of 2031 Series)

This bond is one, of the series hereinafter specified, of the bonds issued and to be issued in series from time to time under and in accordance with and secured by an Indenture dated as of January 1, 1954, to U.S. Bank Trust Company, National Association, as Trustee, as supplemented by certain indentures supplemental thereto, executed and delivered to the Trustee; and this bond is one of a series of such bonds, designated “Northern Illinois Gas Company First Mortgage Bond 4.78% Series due September 15, 2031” (herein called “bonds of this Series”), the issuance of which is provided for by a Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024 (hereinafter called the “Supplemental Indenture”), executed and delivered by the Company to the Trustee. The term “Indenture”, as hereinafter used, means said Indenture dated as of January 1, 1954, and all indentures supplemental thereto (including, without limitation, the Supplemental Indenture) from time to time in effect. Reference is made to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders and registered owners of said bonds, of the Company and of the Trustee in respect of the security, and the terms and conditions governing the issuance and security of said bonds.

-10-

Notice of each redemption shall be mailed to all registered owners not less than thirty nor more than forty-five days before the redemption date.

In case of certain completed defaults specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture.

(End of Form of Bond of 2031 Series)

-11-

(Form of Face of Bond of 2034 Series)


NO. RU-2024-C-__			$________
Ill. Commerce Commission No. 6989			CUSIP No. ___________

Northern Illinois Gas Company

First Mortgage Bond 5.00% Series due September 15, 2034

Northern Illinois Gas Company, an Illinois corporation (hereinafter called the “Company”), for value received, hereby promises to pay to or registered assigns, the sum of Dollars, on September 15, 2034, and to pay to the registered owner hereof interest on said sum from the date hereof until said sum shall be paid, at the rate of 5.00% per annum, payable semi-annually on the fifteenth day of March and the fifteenth day of September in each year, beginning on March 15, 2025. Both the principal of and the interest on this bond shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Any installment of interest on this bond may, at the Company’s option, be paid by mailing checks for such interest payable to or upon the written order of the person entitled thereto to the address of such person as it appears on the registration books.

Additional provisions of this bond are set forth on the reverse hereof.

-12-

Dated: September 4, 2024


			Northern Illinois Gas Company By:__________________________________ Executive Vice President, Chief Financial Officer and Treasurer
Attest: _____________________________________ Corporate Secretary

-13-

(Form of Trustee’s Certificate of Authentication)

This bond is one of the bonds of the 2034 Series designated therein, referred to and described in the within-mentioned Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024.

U.S. Bank Trust Company, National Association,
Trustee

By:_________________________________

Authorized Officer

Dated: September 4, 2024

-14-

(Form of Reverse Side of Bond of 2034 Series)

This bond is one, of the series hereinafter specified, of the bonds issued and to be issued in series from time to time under and in accordance with and secured by an Indenture dated as of January 1, 1954, to U.S. Bank Trust Company, National Association, as Trustee, as supplemented by certain indentures supplemental thereto, executed and delivered to the Trustee; and this bond is one of a series of such bonds, designated “Northern Illinois Gas Company First Mortgage Bond 5.00% Series due September 15, 2034” (herein called “bonds of this Series”), the issuance of which is provided for by a Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024 (hereinafter called the “Supplemental Indenture”), executed and delivered by the Company to the Trustee. The term “Indenture”, as hereinafter used, means said Indenture dated as of January 1, 1954, and all indentures supplemental thereto (including, without limitation, the Supplemental Indenture) from time to time in effect. Reference is made to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders and registered owners of said bonds, of the Company and of the Trustee in respect of the security, and the terms and conditions governing the issuance and security of said bonds.

-15-

Notice of each redemption shall be mailed to all registered owners not less than thirty nor more than forty-five days before the redemption date.

In case of certain completed defaults specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture.

(End of Form of Bond of 2034 Series)

-16-

(Form of Face of Bond of 2059 Series)


NO. RU-2024-D-__			$________
Ill. Commerce Commission No. 6990			CUSIP No. ___________

Northern Illinois Gas Company

First Mortgage Bond 5.58% Series due September 15, 2059

Northern Illinois Gas Company, an Illinois corporation (hereinafter called the “Company”), for value received, hereby promises to pay to or registered assigns, the sum of Dollars, on September 15, 2059, and to pay to the registered owner hereof interest on said sum from the date hereof until said sum shall be paid, at the rate of 5.58% per annum, payable semi-annually on the fifteenth day of March and the fifteenth day of September in each year, beginning on March 15, 2025. Both the principal of and the interest on this bond shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Any installment of interest on this bond may, at the Company’s option, be paid by mailing checks for such interest payable to or upon the written order of the person entitled thereto to the address of such person as it appears on the registration books.

Additional provisions of this bond are set forth on the reverse hereof.

-17-

Dated: September 4, 2024


			Northern Illinois Gas Company By:__________________________________ Executive Vice President, Chief Financial Officer and Treasurer
Attest: _____________________________________ Corporate Secretary

-18-

(Form of Trustee’s Certificate of Authentication)

This bond is one of the bonds of the 2059 Series designated therein, referred to and described in the within-mentioned Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024.

U.S. Bank Trust Company, National Association,
Trustee

By:_________________________________

Authorized Officer

Dated: September 4, 2024

-19-

(Form of Reverse Side of Bond of 2059 Series)

This bond is one, of the series hereinafter specified, of the bonds issued and to be issued in series from time to time under and in accordance with and secured by an Indenture dated as of January 1, 1954, to U.S. Bank Trust Company, National Association, as Trustee, as supplemented by certain indentures supplemental thereto, executed and delivered to the Trustee; and this bond is one of a series of such bonds, designated “Northern Illinois Gas Company First Mortgage Bond 5.58% Series due September 15, 2059” (herein called “bonds of this Series”), the issuance of which is provided for by a Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024 (hereinafter called the “Supplemental Indenture”), executed and delivered by the Company to the Trustee. The term “Indenture”, as hereinafter used, means said Indenture dated as of January 1, 1954, and all indentures supplemental thereto (including, without limitation, the Supplemental Indenture) from time to time in effect. Reference is made to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders and registered owners of said bonds, of the Company and of the Trustee in respect of the security, and the terms and conditions governing the issuance and security of said bonds.

-20-

Notice of each redemption shall be mailed to all registered owners not less than thirty nor more than forty-five days before the redemption date.

In case of certain completed defaults specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture.

(End of Form of Bond of 2059 Series)

-21-

(Form of Face of Bond of 2064 Series)


NO. RU-2024-E-__			$________
Ill. Commerce Commission No. 6991			CUSIP No. ___________

Northern Illinois Gas Company

First Mortgage Bond 5.66% Series due December 15, 2064

Northern Illinois Gas Company, an Illinois corporation (hereinafter called the “Company”), for value received, hereby promises to pay to or registered assigns, the sum of Dollars, on December 15, 2064, and to pay to the registered owner hereof interest on said sum from the date hereof until said sum shall be paid, at the rate of 5.66% per annum, payable semi-annually on the fifteenth day of June and the fifteenth day of December in each year, beginning on June 15, 2025. Both the principal of and the interest on this bond shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois, or, at the option of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Any installment of interest on this bond may, at the Company’s option, be paid by mailing checks for such interest payable to or upon the written order of the person entitled thereto to the address of such person as it appears on the registration books.

So long as there is no existing default in the payment of interest on this bond, the interest so payable on any interest payment date will be paid to the person in whose name this bond is registered on June 1 or December 1 (whether or not a business day), as the case may be, next preceding such interest payment date. If and to the extent that the Company shall default in the payment of interest due on such interest payment date, such defaulted interest shall be paid to the person in whose name this bond is registered on the record date fixed, in advance, by the Company for the payment of such defaulted interest.

Additional provisions of this bond are set forth on the reverse hereof.

-22-

Dated: December 18, 2024


			Northern Illinois Gas Company By:__________________________________ Executive Vice President, Chief Financial Officer and Treasurer
Attest: _____________________________________ Corporate Secretary

-23-

(Form of Trustee’s Certificate of Authentication)

This bond is one of the bonds of the 2064 Series designated therein, referred to and described in the within-mentioned Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024.

U.S. Bank Trust Company, National Association,
Trustee

By:_________________________________

Authorized Officer

Dated: December 18, 2024

-24-

(Form of Reverse Side of Bond of 2064 Series)

This bond is one, of the series hereinafter specified, of the bonds issued and to be issued in series from time to time under and in accordance with and secured by an Indenture dated as of January 1, 1954, to U.S. Bank Trust Company, National Association, as Trustee, as supplemented by certain indentures supplemental thereto, executed and delivered to the Trustee; and this bond is one of a series of such bonds, designated “Northern Illinois Gas Company First Mortgage Bond 5.66% Series due December 15, 2064” (herein called “bonds of this Series”), the issuance of which is provided for by a Supplemental Indenture dated as of August 13, 2024, effective September 4, 2024 (hereinafter called the “Supplemental Indenture”), executed and delivered by the Company to the Trustee. The term “Indenture”, as hereinafter used, means said Indenture dated as of January 1, 1954, and all indentures supplemental thereto (including, without limitation, the Supplemental Indenture) from time to time in effect. Reference is made to the Indenture for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders and registered owners of said bonds, of the Company and of the Trustee in respect of the security, and the terms and conditions governing the issuance and security of said bonds.

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Notice of each redemption shall be mailed to all registered owners not less than thirty nor more than forty-five days before the redemption date.

In case of certain completed defaults specified in the Indenture, the principal of this bond may be declared or may become due and payable in the manner and with the effect provided in the Indenture.

(End of Form of Bond of 2064 Series)

and

WHEREAS, all acts and things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms, and for the purposes herein expressed, have been done and performed, and the execution and delivery of this Supplemental Indenture have in all respects been duly authorized.

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Now Therefore, in consideration of the premises and of the sum of one dollar paid by the Trustee to the Company, and for other good and valuable consideration, the receipt of which is hereby acknowledged, for the purpose of securing the due and punctual payment of the principal of and the interest and premium, if any, on all bonds which shall be issued under the Indenture, and for the purpose of securing the faithful performance and observance of all the covenants and conditions set forth in the Indenture and in all indentures supplemental thereto, the Company by these presents does grant, bargain, sell, transfer, assign, pledge, mortgage, warrant and convey unto U.S. Bank Trust Company, National Association, as Trustee, and its successor or successors in the trust hereby created, all property, real and personal (other than property expressly excepted from the lien and operation of the Indenture), which, at the actual date of execution and delivery of this Supplemental Indenture, is solely used or held for use in the operation by the Company of its gas utility system and in the conduct of its gas utility business and all property, real and personal, used or useful in the gas utility business (other than property expressly excepted from the lien and operation of the Indenture) acquired by the Company after the actual date of execution and delivery of this Supplemental Indenture or (subject to the provisions of Section 16.03 of the Indenture) by any successor corporation after such execution and delivery, and it is further agreed by and between the Company and the Trustee as follows:

ARTICLE I.

Bonds of this Supplemental Indenture

Section 1. The bonds of this Supplemental Indenture shall, as hereinbefore recited, be designated as the Company’s (a) “First Mortgage Bonds 4.63% Series due December 15, 2029”, (b) “First Mortgage Bonds 4.78% Series due September 15, 2031”, (c) “First Mortgage Bonds 5.00% Series due September 15, 2034”, (d) “First Mortgage Bonds 5.58% Series due September 15, 2059”, and (e) “First Mortgage Bonds 5.66% Series due December 15, 2064”, as applicable. The bonds of the 2029 Series which may be issued and outstanding shall not exceed $50,000,000 in aggregate principal amount, exclusive of bonds of such series authenticated and delivered pursuant to Section 4.12 of the Indenture. The bonds of the 2031 Series which may be issued and outstanding shall not exceed $25,000,000 in aggregate principal amount, exclusive of bonds of such series authenticated and delivered pursuant to Section 4.12 of the Indenture. The bonds of the 2034 Series which may be issued and outstanding shall not exceed $100,000,000 in aggregate principal amount, exclusive of bonds of such series authenticated and delivered pursuant to Section 4.12 of the Indenture. The bonds of the 2059 Series which may be issued and outstanding shall not exceed $31,000,000 in aggregate principal amount, exclusive of bonds of such series authenticated and delivered pursuant to Section 4.12 of the Indenture. The bonds of the 2064 Series which may be issued and outstanding shall not exceed $69,000,000 in aggregate principal amount, exclusive of bonds of such series authenticated and delivered pursuant to Section 4.12 of the Indenture.

Section 2. The bonds of this Supplemental Indenture shall be registered bonds without coupons, and the form of each series of such bonds, and of the Trustee’s certificate of authentication to be endorsed on all bonds of this Supplemental Indenture, shall be substantially as hereinbefore recited, respectively.

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Section 3. The bonds of this Supplemental Indenture shall be issued in the denomination of $90,000 each and in $10,000 integral multiple or multiples in excess thereof (except for one bond per holder and registered owner as may be necessary to reflect any principal amount in excess of $90,000 not evenly divisible by $10,000) as shall be determined and authorized by the Board of Directors of the Company or by any officer of the Company authorized by the Board of Directors to make such determination, the authorization of the denomination of any bond to be conclusively evidenced by the execution thereof on behalf of the Company. The bonds of the 2029 Series shall be numbered RU-2024-A-1 and consecutively upwards, or in such other appropriate manner as shall be determined and authorized by the Board of Directors of the Company. The bonds of the 2031 Series shall be numbered RU-2024-B-1 and consecutively upwards, or in such other appropriate manner as shall be determined and authorized by the Board of Directors of the Company. The bonds of the 2034 Series shall be numbered RU-2024-C-1 and consecutively upwards, or in such other appropriate manner as shall be determined and authorized by the Board of Directors of the Company. The bonds of the 2059 Series shall be numbered RU-2024-D-1 and consecutively upwards, or in such other appropriate manner as shall be determined and authorized by the Board of Directors of the Company. The bonds of the 2064 Series shall be numbered RU-2024-E-1 and consecutively upwards, or in such other appropriate manner as shall be determined and authorized by the Board of Directors of the Company.

The bonds of the 2029 Series shall be dated December 18, 2024, except that each bond issued on or after the respective first payment of interest thereon shall be dated as of the date of the interest payment date thereof to which interest shall have been paid on the bonds of such series next preceding the date of issue, unless issued on an interest payment date to which interest shall have been so paid, in which event such bonds shall be dated as of the date of issue; provided, however, that bonds issued on or after June 1 and before the next succeeding June 15 or on or after December 1 and before the next succeeding December 15 shall be dated the next succeeding interest payment date if interest shall have been paid to such date. The bonds of the 2031 Series shall be dated September 4, 2024, except that each bond issued on or after the respective first payment of interest thereon shall be dated as of the date of the interest payment date thereof to which interest shall have been paid on the bonds of such series next preceding the date of issue, unless issued on an interest payment date to which interest shall have been so paid, in which event such bonds shall be dated as of the date of issue; provided, however, that bonds issued on or after March 1 and before the next succeeding March 15 or on or after September 1 and before the next succeeding September 15 shall be dated the next succeeding interest payment date if interest shall have been paid to such date. The bonds of the 2034 Series shall be dated September 4, 2024, except that each bond issued on or after the respective first payment of interest thereon shall be dated as of the date of the interest payment date thereof to which interest shall have been paid on the bonds of such series next preceding the date of issue, unless issued on an interest payment date to which interest shall have been so paid, in which event such bonds shall be dated as of the date of issue; provided, however, that bonds issued on or after March 1 and before the next succeeding March 15 or on or after September 1 and before the next succeeding September 15 shall be dated the next succeeding interest payment date if interest shall have been paid to such date. The bonds of the 2059 Series shall be dated September 4, 2024, except that each bond issued on or after the respective first payment of interest thereon shall be dated as of the date of the interest payment date thereof to which interest shall have been paid on the bonds of such series next preceding the date of issue, unless issued on an interest payment date to which interest shall have been so paid, in which event such bonds shall be dated

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as of the date of issue; provided, however, that bonds issued on or after March 1 and before the next succeeding March 15 or on or after September 1 and before the next succeeding September 15 shall be dated the next succeeding interest payment date if interest shall have been paid to such date. The bonds of the 2064 Series shall be dated December 18, 2024, except that each bond issued on or after the respective first payment of interest thereon shall be dated as of the date of the interest payment date thereof to which interest shall have been paid on the bonds of such series next preceding the date of issue, unless issued on an interest payment date to which interest shall have been so paid, in which event such bonds shall be dated as of the date of issue; provided, however, that bonds issued on or after June 1 and before the next succeeding June 15 or on or after December 1 and before the next succeeding December 15 shall be dated the next succeeding interest payment date if interest shall have been paid to such date. The bonds of the 2029 Series shall mature on December 15, 2029 and shall bear interest at the rate of 4.63% per annum until the principal thereof shall be paid. The bonds of the 2031 Series shall mature on September 15, 2031 and shall bear interest at the rate of 4.78% per annum until the principal thereof shall be paid. The bonds of the 2034 Series shall mature on September 15, 2034 and shall bear interest at the rate of 5.00% per annum until the principal thereof shall be paid. The bonds of the 2059 Series shall mature on September 15, 2059 and shall bear interest at the rate of 5.58% per annum until the principal thereof shall be paid. The bonds of the 2064 Series shall mature on December 15, 2064 and shall bear interest at the rate of 5.66% per annum until the principal thereof shall be paid. Interest on the bonds of this Supplemental Indenture shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the bonds of the 2029 Series shall be payable semi-annually on the fifteenth day of June and the fifteenth day of December in each year, beginning June 15, 2025. Interest on the bonds of the 2031 Series shall be payable semi-annually on the fifteenth day of March and the fifteenth day of September in each year, beginning March 15, 2025. Interest on the bonds of the 2034 Series shall be payable semi-annually on the fifteenth day of March and the fifteenth day of September in each year, beginning March 15, 2025. Interest on the bonds of the 2059 Series shall be payable semi-annually on the fifteenth day of March and the fifteenth day of September in each year, beginning March 15, 2025. Interest on the bonds of the 2064 Series shall be payable semi-annually on the fifteenth day of June and the fifteenth day of December in each year, beginning June 15, 2025. So long as there is no existing default in the payment of interest on the bonds of this Supplemental Indenture, such interest shall be payable to the person in whose name each such bond is registered on the respective record date (whether or not a business day), as the case may be, next preceding the respective interest payment dates; provided, however, if and to the extent that the Company shall default in the payment of interest due on such interest payment date, such defaulted interest shall be paid to the person in whose name each such bond is registered on the record date fixed, in advance, by the Company for the payment of such defaulted interest. Interest will accrue on overdue interest installments at the rate of (i) 4.63% per annum, with respect to the bonds of the 2029 Series, (ii) 4.78% per annum, with respect to the bonds of the 2031 Series, (iii) 5.00% per annum, with respect to the bonds of the 2034 Series, (iv) 5.58% per annum, with respect to the bonds of the 2059 Series, and (v) 5.66% per annum, with respect to the bonds of the 2064 Series.

The principal of and interest and premium, if any, on the bonds of this Supplemental Indenture shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and shall be payable at the office or agency of the Company in the City of Chicago, State of Illinois, or, at the option

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of the registered owner, at the office or agency of the Company in the Borough of Manhattan, The City and State of New York. Any installment of interest on the bonds of this Supplemental Indenture may, at the Company’s option, be paid by mailing checks for such interest payable to or upon the written order of the person entitled thereto to the address of such person as it appears on the registration books. The bonds of this Supplemental Indenture shall be registrable, transferable and exchangeable in the manner provided in Sections 4.08 and 4.09 of the Indenture, at either of such offices or agencies.

Section 4. The bonds of this Supplemental Indenture, upon the mailing of notice and in the manner provided in Section 7.01 of the Indenture (except that no published notice shall be required for the bonds of this Supplemental Indenture) and with the effect provided in Section 7.02 thereof, shall be redeemable at the option of the Company, as a whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the bonds of this Supplemental Indenture to be redeemed plus accrued and unpaid interest of the principal amount being redeemed to the date of redemption plus the Make-Whole Amount applicable thereto, as calculated by the Company. “Make-Whole Amount” means, with respect to any bond of this Supplemental Indenture, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond of this Supplemental Indenture over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any bond of this Supplemental Indenture, the principal of such bond of this Supplemental Indenture that is to be redeemed.

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

“Reinvestment Yield” means, with respect to the Called Principal of any bond of this Supplemental Indenture, the sum of (x) 0.50% plus (y) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities

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(1) closest to and greater than such Remaining Average Life and (2) 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.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any bond of this Supplemental Indenture, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity 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 the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. If there is no available U.S. Treasury greater than such Remaining Average Life to be used for linear interpolation, and if there is no such U.S. Treasury constant maturity having a term equal to two years either side of such Remaining Average Life, the yield to maturity will be determined by the available U.S. Treasury whose maturity is “closest” to the Remaining Average Life. The selection of this “closest” U.S. Treasury will be confirmed by an “intermediary”, which will be appointed by PNC Capital Markets LLC or its successor. The intermediary will be selected from a pool of various experts and market makers in the applicable markets applicable to U.S. Treasuries. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (1) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (2) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to the nearest two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

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

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“Settlement Date” means, with respect to the Called Principal of any bond of this Supplemental Indenture, the date on which such Called Principal is to be redeemed.

Section 5. No sinking fund is to be provided for the bonds of this Supplemental Indenture.

Article II

Miscellaneous Provisions

Section 1. This Supplemental Indenture is executed by the Company and the Trustee pursuant to the provisions of Section 4.02 of the Indenture and the terms and conditions hereof shall be deemed to be a part of the terms and conditions of the Indenture for any and all purposes. The Indenture, as heretofore modified and supplemented and as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed.

Section 2. This Supplemental Indenture shall bind and, subject to the provisions of Article XVI of the Indenture, inure to the benefit of the respective successors and assigns of the parties hereto.

Section 3. Although this Supplemental Indenture is made as of August 13, 2024, effective September 4, 2024, it shall be effective only from and after the actual time of its execution and delivery by the Company and the Trustee on the date indicated by their respective acknowledgements hereto.

Section 4. This Supplemental Indenture may be simultaneously executed in any number of counterparts, and all such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

Section 5. The recitals herein are deemed to be those of the Company and not of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

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In Witness Whereof, Northern Illinois Gas Company has caused this Supplemental Indenture to be executed in its name by its Executive Vice President, Chief Financial Officer and Treasurer and its corporate seal to be hereunto affixed and attested by its Corporate Secretary, and U.S. Bank Trust Company, National Association, as Trustee under the Indenture, has caused this Supplemental Indenture to be executed in its name by one of its authorized officers and attested by one of its authorized officers, all as of the day and year first above written.


Northern Illinois Gas Company By: /s/Grace A. Kolvereid Name: Grace A. Kolvereid Title: Executive Vice President, Chief Financial Officer and Treasurer
			Attest: By:/s/Marcia R. DeMar Name: Marcia R. DeMar Title: Corporate Secretary

[Signature Page to 2024 Supplemental Indenture]


U.S. Bank Trust Company, National Association, as Trustee By: /s/Jack Ellerin ______________ Name: Jack Ellerin Title: Vice President
			Attest: By: /s/April Bright______________ Name: April Bright Title: Vice President

[Signature Page to 2024 Supplemental Indenture]

STATE OF GEORGIA } SS:

COUNTY OF HENRY }

I, Sharminese Q. Lewis, a Notary Public in the State aforesaid, DO HEREBY CERTIFY that Grace A. Kolvereid, Executive Vice President, Chief Financial Officer and Treasurer of Northern Illinois Gas Company, an Illinois corporation, one of the parties described in and which executed the foregoing instrument, and Marcia R. DeMar, Corporate 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 Executive Vice President, Chief Financial Officer and Treasurer and Corporate Secretary, respectively, and who are both personally known to me to be the Executive Vice President, Chief Financial Officer and Treasurer and Corporate Secretary, respectively, of said corporation, personally appeared before me this day and severally acknowledged that they signed, sealed, executed and delivered said instrument as their free and voluntary act as such Executive Vice President, Chief Financial Officer and Treasurer and Corporate 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 as of the date listed below.

Dated: August 13, 2024


			/s/Sharminese Q. Lewis
			Notary Public

My Commission expires: December 5, 2024

State of Georgia )
): ss

County of Fulton )

On the 14th day of August in the year 2024, before me, the undersigned, personally appeared, Jack Ellerin, a Vice President of U.S. Bank Trust Company, National Association, and April Bright, a Vice President of U.S. Bank Trust Company, National Association, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their respective capacities, and that by their signatures on the instrument, the individuals executed the instrument.

/s/Celeste Santos
Celeste Santos

Notary Public

State of Georgia

Newton County

My Commission Expires: January 17, 2028

RECORDING DATA

This Supplemental Indenture was recorded on the following dates in the office of the Recorder of Deeds in certain counties in the State of Illinois, as follows:


County	Document No.	Date Recorded
Cook	2424108004	08/28/2024
Adams	2024R04904	08/19/2024
Boone	2024R03242	08/19/2024
Bureau	2024R02524	08/19/2024
Carroll	2024R1590	08/19/2024
Champaign	2024R12333	08/19/2024
DeKalb	2024005774	08/15/2024
DeWitt	267549	08/16/2024
DuPage	R2024048010	08/20/2024
Ford	284009	08/20/2024
Grundy	E627217	08/19/2024
Hancock	2024-1693	08/20/2024
Henderson	BOOK 743 PAGE 34	08/19/2024
Henry	202403476	08/16/2024
Iroquois	24R2590	08/16/2024
Jo Daviess	432486	08/19/2024
Kane	2024K029457	08/19/2024
Kankakee	202407595	08/19/2024
Kendall	202400009558	08/19/2024
Lake	8052855	08/28/2024
LaSalle	202409105	08/19/2024
Lee	2024003045	08/19/2024
Livingston	2024R03085	08/16/2024
McHenry	2024R0021273	08/19/2024
McLean	202400012009	08/20/2024
Mercer	2024411318	08/16/2024
Ogle	202403685	08/16/2024
Piatt	383587	08/20/2024
Pike	20241626	08/16/2024
Rock Island	202409990	08/16/2024
Stephenson	202400202508	08/16/2024
Tazewell	202400010366	08/19/2024
Vermillion	2406355	08/16/2024
Whiteside	202403750	08/16/2024
Will	R2024041928	08/16/2024
Winnebago	2024019319	08/16/2024
Woodford	2402684	08/16/2024