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EXHIBIT (4)-3
Conformed Copy
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FIRST SUPPLEMENTAL INDENTURE
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WISCONSIN ELECTRIC POWER COMPANY
AND
FIRSTAR TRUST COMPANY
(formerly First Wisconsin Trust Company)
As Trustee
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Indenture dated as of September 1, 1992
Of Wisconsin Natural Gas Company
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Assumption of Obligations under Indenture and Securities
by
Wisconsin Electric Power Company
in connection with merger
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DATED JANUARY 1, 1996
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First Supplemental Indenture Dated January 1, 1996
to
Debt Securities Indenture dated as of September 1, 1992
of Wisconsin Natural Gas Company
TABLE OF CONTENTS*
PAGE
PARTIES................................................................ 1
RECITALS............................................................... 1
GENERAL COVENANT....................................................... 2
ARTICLE I.
ASSUMPTION AND DECLARATION;
TERMINATION OF CERTAIN COVENANTS.
Assumption of Obligations under Indenture and Securities............... 2
Termination of Certain Covenants in Connection with Merger............. 2
ARTICLE II.
THE TRUSTEE.
Trustee not responsible for validity of First Supplemental Indenture... 2
ARTICLE III.
MISCELLANEOUS PROVISIONS.
Meanings of terms in First Supplemental Indenture..................... 3
Effective Time of Covenants, Declarations and Agreements Contained in
First Supplemental Indenture....................................... 3
Execution of First Supplemental Indenture in counterparts............. 3
TESTIMONIUM........................................................... 3
EXECUTION............................................................. 3
WISCONSIN ELECTRIC'S ACKNOWLEDGMENT................................... 5
TRUSTEE'S ACKNOWLEDGMENT.............................................. 5
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* Note: The Table of Contents is not part of the Supplemental Indenture and
should not be considered as such. It is included herein only for purposes
of convenience.
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SUPPLEMENTAL INDENTURE, dated January 1, 1996, between WISCONSIN
ELECTRIC POWER COMPANY, a corporation organized and existing under the laws of
the State of Wisconsin (hereinafter called "Wisconsin Electric"), and FIRSTAR
TRUST COMPANY, formerly First Wisconsin Trust Company, a corporation organized
and existing under the laws of the State of Wisconsin (hereinafter called the
"Trustee"), as Trustee under the Indenture dated as of September 1, 1992;
WHEREAS, WISCONSIN NATURAL GAS COMPANY (hereinafter called "Wisconsin
Natural") has heretofore executed and delivered to the Trustee its Indenture
dated as of September 1, 1992, (said Indenture being hereafter sometimes
referred to as the "Original Indenture" and, together with all securities
resolutions thereto, being sometimes referred to herein collectively as the
"Indenture"), to secure the payment of the principal of and the interest and
premium, if any, on all debt securities ("Securities") at any time issued and
outstanding thereunder, and to declare the terms and conditions upon which
Securities are to be issued thereunder; and four securities resolutions have
heretofore been adopted thereunder; and
WHEREAS, prior to the date hereof, Securities have been issued by the
Wisconsin Natural under said Indenture as follows:
(1) $25,000,000 principal amount of 6-1/8% Debentures due September 1, 1997,
which are described in Securities Resolution No. 1 effective as of
September 1, 1992, all of which remain outstanding at the date of
execution hereof;
(2) $25,000,000 principal amount of 8-1/4% Debentures due December 15, 2022,
which are described in Securities Resolution No. 2 effective as of
December 1, 1992, all of which remain outstanding at the date of
execution hereof;
(3) $2,290,000 principal amount of 10-1/4% Debentures due January 15, 1998,
which are described in Securities Resolution No. 3 effective as of March
29, 1994, all of which have been redeemed prior to the date of execution
hereof;
(4) $7,000,000 principal amount of 9.47% Debentures due March 1, 2006, which
are described in Securities Resolution No. 4 effective as of March 29,
1994, all of which remain outstanding at the date of execution hereof;
and
WHEREAS, pursuant to Articles of Merger dated December 27, 1995,
Wisconsin Natural is being merged into Wisconsin Electric, effective at 12:01
a.m., Central Standard Time, on January 1, 1996, with Wisconsin Electric as
the successor corporation; and
WHEREAS, it is provided in Section 5.01 of the Original Indenture that,
upon any merger of Wisconsin Natural into another corporation, subject to
Section 5.02 of the Original Indenture, all the obligations of Wisconsin
Natural under the Indenture and the Securities shall, by supplemental
indenture, be expressly assumed by the successor corporation resulting from
such merger; and
WHEREAS, Section 5.01 of the Original Indenture prohibits Wisconsin
Natural from merging except if such merger meets certain other conditions; and
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WHEREAS, when this Supplemental Indenture becomes effective, the merger
of Wisconsin Natural into Wisconsin Electric will meet each of the conditions
of the Original Indenture; and
WHEREAS, Section 5.02 of the Original Indenture provides that, upon the
effectiveness of the merger of Wisconsin Natural into Wisconsin Electric, the
covenants contained in Sections 4.07, 4.08 and 4.09 of the Original Indenture
shall terminate and be of no further force and effect; and
WHEREAS, Wisconsin Electric, pursuant to appropriate resolutions of its
Board of Directors, has duly resolved and determined to make, execute and
deliver to the Trustee a Supplemental Indenture in the form hereof for the
purpose of complying with the above-mentioned provisions of Section 5.01 of
the Original Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled and the execution and delivery hereof have been in all
respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the sum of One Dollar duly paid by the Trustee to
Wisconsin Electric at or before the time of the execution of this Supplemental
Indenture, and of other valuable considerations, the receipt whereof is hereby
acknowledged, Wisconsin Electric does hereby covenant, declare and agree to
and with the Trustee, and its successors in trust, under the Indenture, for
the benefit of those who shall hold the Securities issued or to be issued
under the Indenture, as follows:
ARTICLE I.
ASSUMPTION AND DECLARATION;
TERMINATION OF CERTAIN COVENANTS.
Wisconsin Electric hereby assumes, as of the effective time specified in
Article III hereof, all the obligations of Wisconsin Natural under the
Indenture and the Securities except for those covenants which terminate
pursuant to Section 5.02 of the Indenture.
As provided in Section 5.02 of the Indenture, the covenants contained in
Sections 4.07, 4.08 and 4.09 of the Indenture shall terminate and be of no
further force and effect upon the effectiveness of the merger of Wisconsin
Natural into Wisconsin Electric, and Wisconsin Electric shall not assume the
obligations of Wisconsin Natural thereunder and shall not be bound thereby.
ARTICLE II.
THE TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or the
due execution hereof by Wisconsin Electric or for or in respect of the
recitals contained herein, all of which recitals are made by Wisconsin
Electric solely.
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ARTICLE III.
MISCELLANEOUS PROVISIONS.
All terms contained in this Supplemental Indenture, and not herein
defined, shall for all purposes thereof, have the meanings given to such terms
in Article I of the Original Indenture.
Although the actual date of execution of this Supplemental Indenture by
Wisconsin Electric and by the Trustee is as indicated by their respective
acknowledgments hereto annexed, the covenants, declarations and agreements of
Wisconsin Electric herein contained shall become effective at 12:01 a.m.,
Central Standard Time, on January 1, 1996, the effective time of the merger
referred to herein.
This Supplemental Indenture may be simultaneously executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, said Wisconsin Electric Power Company has caused
this Supplemental Indenture to be executed on its behalf by its President or
one of its Vice Presidents and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture to be attested by its Secretary or
the Assistant Secretary; said Firstar Trust Company has caused this
Supplemental Indenture to be executed on its behalf by its President or one of
its Assistant Vice Presidents, and its corporate seal to be hereto affixed and
said seal and this Supplemental Indenture to be attested by its Secretary or
one of its Assistant Secretaries; all as of the first day of January, one
thousand nine hundred and ninety-six.
WISCONSIN ELECTRIC POWER COMPANY
By /s/ C. H. Baker
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C. H. Baker
Vice President
(CORPORATE SEAL)
Attested:
/s/ Thomas H. Fehring
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Thomas H. Fehring
Assistant Secretary
Signed, sealed and delivered by
WISCONSIN ELECTRIC POWER
COMPANY in the presence of:
/s/ A. L. Bachman
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A. L. Bachman
/s/ T. J. Conlin
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T. J. Conlin
As Witnesses
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FIRSTAR TRUST COMPANY
By /s/ Gene E. Ploeger
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Gene E. Ploeger
Assistant Vice President
(CORPORATE SEAL)
Attested:
/s/ Amy E. Nolde
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Amy E. Nolde
Assistant Secretary
Signed, sealed and delivered by
FIRSTAR TRUST COMPANY
in the presence of:
/s/ Peter Brennan
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Peter Brennan
/s/ D. J. Mayer
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D. J. Mayer
As Witnesses
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STATE OF WISCONSIN )
) SS.
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared C. H.
BAKER and THOMAS H. FEHRING, to me personally known, who being by me severally
duly sworn, did say: that C. H. BAKER is a Vice President and THOMAS H.
FEHRING is an Assistant Secretary of WISCONSIN ELECTRIC POWER COMPANY, and
that the seal affixed to the foregoing instrument is the corporate seal of
said corporation and that said instrument was signed and sealed on behalf of
said corporation by authority of its Board of Directors; and said C. H. BAKER
and THOMAS H. FEHRING severally acknowledged said instrument to be the free
act and deed of said corporation.
/s/ Karen G. Paul
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Karen G. Paul
Notary Public
State of Wisconsin
My Commission expires October 12, 1997
[Seal of Notary Public]
STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE )
On this 22nd day of December, 1995, before me personally appeared GENE
E. PLOEGER and AMY E. NOLDE, to me personally known, who being by me severally
duly sworn, did say: that GENE E. PLOEGER is an Assistant Vice President and
AMY E. NOLDE is an Assistant Secretary of FIRSTAR TRUST COMPANY, and that the
seal affixed to the foregoing instrument is the corporate seal of said
corporation and that said instrument was signed and sealed on behalf of said
corporation by authority of its Board of Directors; and said GENE E. PLOEGER
and AMY E. NOLDE severally acknowledged said instrument to be the free act and
deed of said corporation.
/s/ Janice S. Grezinski
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Janice S. Grezinski
Notary Public
State of Wisconsin
My Commission expires February 2, 1997
[Seal of Notary Public]
This instrument was drafted by James D. Zakrajsheck and Bruce C. Davidson
on behalf of Wisconsin Electric Power Company.